/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170523.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 23, 2017, Vol. 21, No. 142 Headlines 261 EAST 78: NY Finance Dep't. Opposes Approval of Plan Outline A QUIVER FULL: Plan Filing Deadline Extended to July 24 ADELINA BRISENO: State of Texas Seeks Ch. 11 Trustee Appointment ADELPHIA COMMUNICATIONS: Founders Want to Reopen Deloitte Case ADVANCED SOLIDS: Wants Exclusive Plan Filing Extended to June 30 AGENT PROVOCATEUR: Selling All Assets for $1.1M to UK Buyer ALABAMA AIRCRAFT: Seeks Protection of Docs in TCP's Possession ALL RESORT GROUP: Seeks to Hire Bus Solutions as Appraiser ARCHER LIMITED: Chapter 15 Case Summary ARCHER LIMITED: Proposes Restructuring of $601M Debt in Bermuda ARCHER LIMITED: Seeks U.S. Recognition of Bermuda Restructuring AUBURN ARMATURE: Asks Court Approval of Deal With Power-Flo AUBURN ARMATURE: Case Summary & 20 Largest Unsecured Creditors AUBURN ARMATURE: Power-Flo Says It Will Retain Most Employees AUBURN ARMATURE: Proposes June 13 Auction for Business AVAYA INC: Ad Hoc 1st Lien Group Objects to Plan Filing Extension AVAYA INC: Oracle Objects to Networking Business Sale AVENICA INC: DOJ Watchdog Seeks Trustee Appointment, Case Dismissal AZURE MIDSTREAM: Gets Confirmation of 5th Amended Liquidation Plan AZURE MIDSTREAM: US Trustee, et al., Object to 3rd Amended Plan B&B BACHRACH: U.S. Trustee Forms 3-Member Committee BAILEY HILL: Malz to Auction Slater and Bailey Property on June 21 BENITEZ GONZALEZ: Ch. 11 Trustee Hires Christiansen as Broker BILTMORE 24: Seeks to Hire Kutak Rock as Real Estate Counsel BLACK ELK: To Recoup Up to $29.6M From Platinum Partners BOXWOOD LLC: Wants Plan Exclusivity Period Extended to Jan. 13 BRANDON DORTCH: AGCO Finance Objects to Disclosure Statement BRANDON DORTCH: Agromax Tries to Block Disclosures Approval BRANDON DORTCH: Diversified Financial Objects to Plan Disclosures BROADVIEW NETWORKS: Maturing Notes Raises Going Concern Doubt CAESARS ENTERTAINMENT: MGC Issues Required Regulatory Approvals CAMBER ENERGY: Discover Fund Files Own TRO & Dismissal Bid CHARLES A. KNIGHT: Proposes to Pay Creditors from Asset Sale CHEETAH AUTO: Plan Outline Okayed, Plan Hearing on June 14 CHEROKEE PHARMACY: Taps Harting Bishop as Accountant CIBER INC: Amends DIP Loan Amount to $45 Million CIRCULATORY CENTER: Bank Seeks Ch. 11 Trustee Appointment CLEVELAND BIOLABS: Incurs $1.7 Million Net Loss in First Quarter COEUR MINING: S&P Assigns 'BB-' Rating on $250MM Sr. Unsec. Notes COMMUNITY CHOICE: Reports $8.36 Million Net Loss for First Quarter CONSTELLATION ENTERPRISES: $1.25M Unsecured Claims Pool Denied CONSTELLATION ENTERPRISES: Court Junks Pact With Committee, et al. CORE EDUCATIONAL: Seeks to Hire Ram Associates as Accountant CPS STAFFING: Bankruptcy Administrator Objects to Plan Outline CREATIVE REALITIES: Posts $406,000 Net Income for First Quarter DAVID J. THOMPSON: Unsecureds to Get 100% in 3 Years or 50% DELIVERY AGENT: Court Delays Ruling on Discovery Request EB HOLDINGS II: Says Involuntary Case Improper, Meritless EB HOLDINGS II: Sent to Chapter 11 After Non-Payment of EUR1.8B EIA TROPICAL: Unsecured to Recover 8%, Plus 4.25% in 60 Months EMMIS COMMUNICATIONS: S&P Raises CCR to 'B-' on Pending Asset Sale ERATH IRON: Hires Gillett & Company as Consultant EVANS & SUTHERLAND: Two Directors Elected at Annual Meeting FAVREAU'S CUSTOM: Plan Outline Okayed, Plan Hearing on June 19 FBOP CORP: FDIC Can Claim Some of $265M Tax Refund, Court Rules FERGUSON CONVALESCENT: Trustee Still Addressing Financial Concerns FIELDPOINT PETROLEUM: Incurs $409K Net Loss in First Quarter FLOUR CITY BAGELS: Hearing on Disclosures Approval Set for June 14 FORESIGHT ENERGY: Reports $111 Million Net Loss for 1st Quarter FREE GOSPEL: Unsecureds to be Paid in Full Over 84 Months FREESTONE RESOURCES: Reports $374,000 Net Loss for Third Quarter FULLCIRCLE REGISTRY: Will File Form 10-Q Within Extension Period GALLANT CAPITAL: DOJ Watchdog Seeks Trustee Appointment, Dismissal GAURI-SHANKAR LP: Disclosure Statement Hearing Set for June 15 GENON ENERGY: S&P Assigns 'CCC+' Rating on $550MM Sr. Sec. Notes GILLESPIE OFFICE: Council Claims to Get 100% in 10 Annual Payments GLOBAL TECH: Hires Richard Schell-Asad as Special Counsel GROTE MOLEN: Incurs $2.28 Million Net Loss in First Quarter GROW CONDOS: Will File Form 10-Q as Soon as Possible GULFMARK OFFSHORE: Files Chapter 11 Plan & Disclosure Statement GULFMARK OFFSHORE: Seeks OK of Restructuring Support Agreement GULFMARK OFFSHORE: Taps Prime Clerk as Claims Agent GYPC INC: Taps Porter Wright as Legal Counsel HADSELL CHEMICAL: Defrauded Investors, SEC Claims HAHN HOTELS: Taps Bridgepoint as Financial & Restructuring Advisor HARDROCK HDD: Taps Silverman & Morris as Legal Counsel HAVEN CHICAGO: Has Until June 2 to File Plan & Disclosure Statement HAVEN REAL ESTATE: Plan Filing Deadline Extended to June 2 HYLAND SOFTWARE: S&P Affirms 'B' CCR on Perceptive Acquisition IMAGE MAKERS: Hearing on Plan Confirmation Set for July 11 J TIMOTHY SHELNUT: Court OK's Bid to Appoint Chapter 11 Trustee JAYRAM REALTY: Taps SilvermanAcampora as Legal Counsel JOON INSTRUMENTAL: Case Summary & 8 Unsecured Creditors JZG RESOURCES: Hires Kurtzman Matera as Attorneys KATY INDUSTRIES: Gets Interim Court Approval on $7.5M Financing KDA GROUP: Priority Tax Claims to be Paid in Full Over 3 Years KERSEY-BORAH: Taps Scroggins & Williamson as Legal Counsel LAND O' LAKES: Fitch Affirms BB Preferred Stock Rating LE-NATURE INC: Court Snubs Ex-CEO's Bid to Evade 2011 Agreement LIGHTBRIDGE CORP: Anticipateds Losses Raise Going Concern Doubt LOUISIANA MEDICAL: Sale of All Assets for $22M Approved MARKETS & FUN: Wants Exclusive Plan Filing Extended to Aug. 1 MARSH SUPERMARKETS: Taps Peter J. Solomon as Investment Banker MARSH SUPERMARKETS: Taps Prime Clerk as Administrative Agent MARSH SUPERMARKETS: U.S. Trustee Forms 7-Member Committee MAXUS ENERGY: UST Wants Changes to Liquidating Trust Agreement MCK MILLENNIUM: Wants to Enter Lease Agreement with Sapori MEDICAL PROPERTIES: S&P Affirms 'BB+' CCR; Outlook Negative MF GLOBAL: Allied World Objects to $1.8M in Counsel Fee Payment MONAKER GROUP: LBB & Associates Raises Going Concern Doubt MRCEM LLC: Hearing on Disclosure Statement Approval Set for June 22 NES RENTALS: S&P Raises CCR to 'BB-', Off CreditWatch Positive NEVADA GAMING: Sartini Buying Slot Route Assets for $2.9 Million NEWBURY COMMON: Court Confirms Plan of Liquidation NORTHERN OIL: S&P Raises Rating on Sr. Unsecured Notes to 'CCC' NOVA CHEMICALS: S&P Affirms 'BB+' CCR; Outlook Stable NOVATION COMPANIES: Panel Hires Tactical Financial as Expert NUVERRA ENVIRONMENTAL: Hires Ordinary Course Professionals NUVERRA ENVIRONMENTAL: Taps Prime Clerk as Administrative Advisor NUVERRA ENVIRONMENTAL: Taps Prime Clerk as Claims Agent OCONEE REGIONAL: U.S. Trustee Directed to Appoint PCO ON-SITE TRANSPORT: PACCAR Opposes Approval of Exit Plan OPTIMA SPECIALTY: Can File Plan Exclusively Thru July 13 OVERTON & OGBURN: To Pay Claims from Sale of Maryland Property PERMIAN RESOURCES: S&P Lowers Rating on Sr. Sec. Notes to 'D' PETER HILER: Penn Real Buying Wellfleet Property for $248K PFS HOLDING: S&P Affirms 'B-' CCR & Revises Outlook to Stable PILGRIM'S PRIDE: S&P Puts 'BB' CCR on CreditWatch Negative PORT CITY CLEANERS: Court Orders 'No Appointment' of Committee PREFERRED CONCRETE: June 21 Plan Confirmation Hearing PRIME PACK: Taps Spector & Johnson as Legal Counsel PUERTO RICO: CCI Seeks Appointment of Unsecured Creditors Panel RAIN TREE: PCO Files First Report RATAMESS CHIROPRACTIC: First Amended Disclosure Statement Filed RCA RUBBER: Exclusive Plan Filing Deadline Moved to Aug. 16 RELATIVITY FASHION: Netflix Wants Breach of Contract Suit Junked REVOLUTION ALUMINUM: Unsecured Creditors' Recovery Unknown RICHARD D. VAN LUNEN: Hires Weinman & Associates as Legal Counsel RICHARD D. VAN LUNEN: Taps Allen Vellone as Co-Counsel RIDGE MANOR: June 20 Plan Confirmation Hearing Set ROYAL FLUSH: First Commonwealth Opposes Approval of Plan Outline RUPARI HOLDING: Roma Tries to Block Licensing Agreement Approval SANCTUARY CARE: DOJ Watchdog Seeks Trustee Appointment, Dismissal SANDERS ELITE: Plan Outline Okayed, Plan Hearing on June 14 SANDFORD AND SON: To Sell Properties to Pay Off Seterus, Hyperion SECOND SIGHT: Recurring Losses Raises Going Concern Doubts SECURED ASSETS: Second Amended Disclosure Statement Filed SENSE TECHNOLOGIES: Accumulated Losses Raises Going Concern Doubt SH 130: Court Confirms Modified Reorganization Plan SLUSS & RAY: Taps Bud Palmer Auction as Appraiser SMITH FARM: Plan Outline Okayed, Plan Hearing on August 16 SPILL CONTROL: Hires Leslie Cohen as Bankruptcy Counsel STANDFAST USA: Disclosures OK'd; Plan Hearing on June 19 SUNEDISON INC: Resolves Objections to Plan Outline SUNEDISON INC: XL Specialty Opposes Approval of Chapter 11 Plan T-MOBILE US: S&P Affirms 'BB' CCR, Off CreditWatch Positive TAYLOR EQUIPMENT: Plan Confirmation Hearing on June 30 THRU INC: Unsecured Creditors to Get Full Payment in 60 Months TIDEWATER INC: Receives Approval Of First Day Motions TOISA LIMITED: U.S. Trustee Forms 2-Member Committee TORNANTE-MDP: S&P Cuts CCR to B- on Reduced Anticipated Liquidity TUSCANY ENERGY: Exclusive Solicitation Period Extended to June 13 US DATAWORKS: Gets Interim Court Approval on $150M Financing VALDERRAMA A/C: Names William Haddock as Lead Counsel VANGUARD NATURAL: Oxy USA Had Highest Bid for O&G Assets at $105M VANGUARD NATURAL: US Trustee Says Disclosure Statement Lacks Info VINCE INTERMEDIATE: S&P Puts 'CCC-' CCR on CreditWatch Positive VINCHEM USA: June 20 Plan Confirmation Hearing Set VPH PHARMACY: DOJ Watchdog Names Samuel Sweet as Ch. 11 Trustee WAGES MANOR: Hires Neeleman Law as Legal Counsel WESTECH CAPITAL: Strasburger Opposes Approval of Plan Outline WESTECH CAPITAL: Trustee Files 1st Amended Disclosure Statement WRIGHT RETIREMENT: Case Summary & 3 Unsecured Creditors [*] Attempt to Collect on Time-Barred Debt Not Grounds for Penalty [*] Judge James Ahler Named as Next Judge in Indiana District Court [^] Large Companies with Insolvent Balance Sheet ********* 261 EAST 78: NY Finance Dep't. Opposes Approval of Plan Outline --------------------------------------------------------------- The City of New York Department of Finance asked the U.S. Bankruptcy Court for the Southern District of New York to deny approval of the disclosure statement, which explains 261 East 78 Lofts LLC's Chapter 11 plan of reorganization. In a court filing, the agency argued the disclosure statement cannot be approved because the plan it describes "is not confirmable as a matter of law." The agency also complained that the company did not disclose in the document that real property taxes and related charges have accrued against its New York property in the amount of 5232,640. Those charges, the agency said, must be paid first upon the sale of the property. The agency is represented by: Zachary W. Carter, Esq. Bernadette Brennan, Esq. 100 Church Street New York, NY 10007 Phone: (212) 356-2162 About 261 East 78 Lofts LLC 261 East 78 Lofts LLC owns a six-story medical office building at 261 East 78th Street, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11644) on June 3, 2016. The petition was signed by Lee Moncho, manager. The case is assigned to Judge Sean H. Lane. At the time of the filing, the Debtor disclosed $20.05 million in assets and $13.96 million in liabilities. The Debtor tapped Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP as bankruptcy counsel. The Debtor also engaged Eastern Consolidated as broker in connection with the sale of its New York property. A QUIVER FULL: Plan Filing Deadline Extended to July 24 ------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the District of Georgia issued an order extending A Quiver Full, Inc.'s exclusivity period for 90 days through and including July 24, 2017, and the solicitation deadline is extended through and including August 23, 2017. In seeking an extension, the Debtor explained that it is still attempting to negotiate a plan with its major creditors as well as a potential sale of the company to interested buyers. The matter came before the Court for hearing on April 6. No objections to the motion were filed or announced at the call of the calendar. About A Quiver Full A Quiver Full, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-66793) on September 23, 2016. The petition was signed by Jeff Whitmire, authorized representative. The Debtor is represented by William A. Rountree, Esq. at Macey,Wilensky & Hennings, LLC. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ADELINA BRISENO: State of Texas Seeks Ch. 11 Trustee Appointment ---------------------------------------------------------------- The State of Texas asked the U.S. Bankruptcy Court for the Southern District of Texas to enter an order directing the appointment of a Chapter 11 Trustee for Adelina Briseno dba Briseno Construction. The State says it filed an Expedited Motion because there is a hearing scheduled for May 24 and it does not want any further delay in the appointment of a Chapter 11 Trustee which may impact any potential recovery by the creditors. According to the State, the Debtor has been arrested and charged with Felony Theft and will not be released. The State's understanding of the Felony Theft charge is that it stems from essentially the same facts as the State's Deceptive Trade Practices Act suit against Debtor. Namely, that Debtor entered into contracts with consumers that Briseno Construction could not or did not complete. Hence, the State believes that the business operation before filing the bankruptcy are relied upon deceptive, if not fraudulent, business practices and therefore support the appointment of a chapter 11 trustee for cause. The Debtor is represented by: Antonio Martinez, Jr., Esq. 317 W. Nolana McAllen, TX 78504 Adelina Briseno filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-70073) on February 27, 2017, and is represented by Antonio Martinez, Jr., Esq. ADELPHIA COMMUNICATIONS: Founders Want to Reopen Deloitte Case -------------------------------------------------------------- Dan Packel, writing for Bankruptcy Law360, reports that Adelphia Communications Corp. founder John Rigas, other members of his family, and a series of family-controlled businesses are asking a Pennsylvania appeals court to revive a lawsuit valued in the tens of millions of dollars over Deloitte & Touche LLP's alleged responsibility for the financial misdealings that led to the Company's 2002 collapse. At its core, Law360 cites, the lawsuit asserted that Deloitte contributed to Adelphia's collapse by providing flawed financial advice and botching an audit. Deloitte ultimately paid a $50 million settlement to the U.S. Securities and Exchange Commission in the matter, Law360 relates. The cases are Island Partners et al. v. Deloitte & Touche LLP, case numbers 1311 EDA 2016 through 1319 EDA 2016, in the Superior Court of the State of Pennsylvania. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation was once the fifth-biggest cable company. Adelphia served customers in 30 states and Puerto Rico, and offered analog and digital video services, Internet access and other advanced services over its broadband networks. Adelphia collapsed in 2002 after disclosing that founder John Rigas and his family owed $2.3 billion in off-balance-sheet debt on bank loans taken jointly with the company. Mr. Rigas was sentenced to 12 years in prison, while son Timothy 15 years. Adelphia Communications and its more than 200 affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on June 25, 2002. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas-Managed Entities, were entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31, 2006. Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. The Plan became effective on Feb. 13, 2007. The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed pursuant to the Plan. The Trust holds certain litigation claims transferred pursuant to the Plan against various third parties and exists to prosecute the causes of action transferred to it for the benefit of holders of Trust interests. Lawyers at Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the Adelphia Recovery Trust. ADVANCED SOLIDS: Wants Exclusive Plan Filing Extended to June 30 ---------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to extend its exclusive period for filing a plan of reorganization and disclosure statement to June 30, 2017, and the deadline to obtain confirmation of the plan to Sept. 30, 2017. The Debtor's plan bar date is May 31, 2017. As reported by the Troubled Company Reporter on April 4, 2017, the Debtor asked the Court to extend the time within which it has the exclusive right to file a plan until May 31, and the deadline to obtain confirmation of that plan until July 31. The Debtor said that the claims bar date in its case was set for April 1. Thus, the Debtor would not be able to file a Chapter 11 plan and disclosure statement by April 1. The Debtor says it will not be able to file its plan and disclosure statement by May 31. It needs additional time is needed to coordinate the completion and filing of the plan and disclosure statement. The Debtor and its counsel have been working diligently to prepare the necessary information which is essential to a plan and disclosure statement. The plan and disclosure statement are in the process of being drafted and circulated to the Debtor for review and comment. More time is needed to complete and finalize the plan terms prior to filing. The Debtor is having to spend substantial time reviewing its assets and determining the market value of the assets. The Debtor and its counsel need an additional 30 days to complete and file the plan and disclosure statement. The goal of the Debtor is to file its plan and disclosure statement as soon as possible, and the Debtor will continue with its best efforts in doing so. 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. AGENT PROVOCATEUR: Selling All Assets for $1.1M to UK Buyer ----------------------------------------------------------- Agent Provocateur, Inc., and Agent Provocateur, LLC, ask the U.S. Bankruptcy Court for the Southern District of New York to authorize the private sale of substantially all of their assets to Agent Provocateur International (US), LLC, for $1,100,000, subject to adjustments. Agent Provocateur International (US), LLC, is an entity formed by the Four Marketing Group, which recently bought the assets of the Debtor's UK-based parent in insolvency proceedings in the UK. Insolvency Proceedings in UK The Debtors were formed for the purpose of operating U.S. retail outlets for merchandise supplied by their then parent in the United Kingdom, Agent Provocateur Ltd., now known as Pearl Group Ltd. ("Parent"). All merchandise sold by the Debtors in their stores in the United States was supplied to them by the Parent pursuant to inventory supply arrangements under which title to the merchandise remained with the Parent until the point of sale. Due to the discovery of certain accounting irregularities in August 2016, it became apparent that the Parent required significant additional capital to fund its operations and those of its international subsidiaries, including the Debtors. In an effort to restructure, Rothschild & Co. was retained on Dec. 15, 2016 to identify prospective buyers and/or investors in respect of the Parent and its subsidiaries. The marketing process continued over a period of months and covered all of the Parent's assets as well as those of its subsidiaries, including the Debtors. The process culminated on Feb. 16, 2017 with the submission of a number of offers from prospective purchasers. Each of these offers was an offer to purchase assets, as opposed to equity interests in the Parent, and none of them provided sufficient consideration to satisfy all liabilities in full. As a result, the Parent and Barclays concluded that the only way to consummate a sale would be through a pre-packaged administration under the applicable insolvency laws of the United Kingdom. Accordingly, on March 1, 2017, the Parent entered administration and selected AlixPartners as the UK Administrator. Immediately following its appointment on March 2, 2017, the UK Administrator completed a sale of certain business and assets of the Parent to a newly formed company created by the Four Marketing Group ("UK Buyer") which had submitted the highest offer for the Parent's assets. Such sale included, among other things, all right, title and interest the Parent had in inventory (wherever located) and intellectual property (including the Agent Provocateur brand) relating to the Parent's business. The sale to the UK Buyer did not, however, include equity interests in, or assets of, any of the Parent's subsidiaries, including the Debtors located in the United States. Following the sale, the Parent remains under the control of the UK Administrator, and the UK Buyer has continued to operate the Parent's former UK business. Meanwhile, the Debtors continued to operate their U.S. stores. However, without a continued supply of merchandise from the UK Buyer to replenish their inventory, the Debtors' survival as operating entities was doomed, and their business rapidly deteriorated. Cash flow was severely impacted, resulting in the Debtors' inability to meet ongoing operating expenses, including, among other things, payment of rent due under real estate leases. Sale of U.S. Assets In the days and weeks leading up to the Petition Date, several landlords filed and/or threatened to file actions to evict the Debtors from their U.S. locations. The Debtors were on the verge of shutting down their businesses and filing chapter 7 cases in the Court—that is, until the UK Buyer emerged to express an interest in purchasing certain of the Debtors' U.S. operations, along with continuing to operate a number of stores, thus saving jobs and generating value for their creditors. The UK Buyer has proposed to purchase such operations through the APA with its newly formed subsidiary, the Buyer. The Debtors considered all options before bringing the Sale Motion. The Debtors and the Buyer initially proposed to enter into a DIP lending arrangement, with financing available to cover operating expenses in excess of available cash flow, while a competitive bidding process would be commenced to sell the business pursuant to customary bidding and auction procedures. It quickly became obvious, though, that a competitive bidding process would be pointless and ineffectual, resulting in no benefit in this situation. It has become more apparent than ever that the Buyer is the only party with the means and motivation to purchase the business. Thus, having considered all available options under the circumstances, the Debtors have determined that a private sale to the Buyer will result in the greatest recovery. For all of the foregoing reasons, the relief requested is a product of sound business judgment and is in the best interests of the Debtors, their remaining employees and landlords, and their estates. Terms of APA The material terms of the APA are: a. Purchased Assets: All assets of the Debtors other than the Excluded Assets as described in Section 2.1 of the APA. The principal assets are the unexpired leases and goodwill. b. Assumed and Assigned Contracts and Leases: All executory contracts and all unexpired leases, subject to the addition or removal by the Buyer pursuant to the terms of the APA, will be assigned to the Buyer. c. Sale Free and Clear: The transfer of the Assets to the Buyer will be free and clear of all liens, claims, encumbrances and interests, other than Permitted Liens as defined in the APA. d. Purchase Price: (A) the payment of an amount in cash equal to (i) $1,100,000, less (ii) the Deposit, less (iii) the amount of any unpaid DIP Financing Obligations as of the Closing, less (iv) accrued amounts owing to the Buyer's UK Affiliate as of the Closing from post-petition sales of inventory owned by the Buyer's UK Affiliate that was delivered to Sellers subsequent to April 11, 2017 ("Inventory Account Payable"), less (v) accrued amounts owing to the Buyer's UK Affiliate for corporate service charges assessed in the amount of $10,000 per week beginning the week of April 10, 2017 through the week of June 30, 2017 ("Corporate Service Charges"), less [(vi) accrued Assumed Liabilities as of the Closing (other than Cure Amounts) subject to further discussion] plus (vii) the Closing Cash, plus (viii) any amount retained by American Express for security as of the Closing, plus (ix) prepaid expenses as of the Closing; provided, however, that if the amount by which actual cash receipts from store sales, including concessions, during the period from May 8, 2017 through June 30, 2017 is less than $1,985,604 ("Cash Deficit"), the Inventory Account Payable and/or the Corporate Service Charges will be reduced, in the aggregate, dollar for dollar up to the amount of the Cash Deficit; provided further, however, and for the sake of clarity, that if the Cash Deficit will exceed the Inventory Account Payable and/or the Corporate Service Charges against which such reduction will be applied, no further adjustment to the Purchase Price will occur; and (B) the assumption by Buyer of the Assumed Liabilities, (including accrued Assumed Liabilities as of the Closing, subject to further discussion). e. Deposit: $100,000 f. Cure Costs: The Buyer will pay cure costs and any other amounts required to be paid under sections 365(b)(1)(A), (B) or (C) of the Bankruptcy Code in order to effectuate the assumption of the Assigned Contracts and Leases. g. Assumption of Liabilities: The Buyer agrees to assume certain employee obligations owed to those who accept employment with the Buyer. h. Conditions to Closing: Includes entry of the Sale Order and all required approvals and permits. If the Sale Order is not entered by June 15, 2017, the Buyer will have the right to terminate the APA. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Agent_Provocateur_99_Sales.pdf In connection with the APA, the Debtors ask the Court to approve assumption and assignment of the Assigned Contracts and Leases. They submit that the Assumption and Assignment Procedures are appropriate and give allow all Counter-Parties all necessary due process protections, including the fair and full right to dispute the relevant cure amount as well as to oppose the proposed assumption and assignment. As set forth in the Assumption, Assignment, and Cure Procedures Motion, the Debtors have asked that the Court fixes the amount of cure costs due under the Assigned Contracts and Leases. Payment of the cure amounts as determined through the Assumption and Assignment Procedures will be in full satisfaction of any defaults under the Assigned Contracts and Leases, whether monetary or non-monetary. The Debtors submit that the proposed private sale of the Assets to the Buyer represents the only realistic means of salvaging what remains of their business as an ongoing enterprise, preserving employment for a number of employees, satisfying lease and contractual obligations, and providing some distribution for unsecured creditors. Accordingly, the Debtors ask the Court to enter an Order (i) authorizing the private sale of substantially of the Assets to the Buyer free and clear of liens, claims and encumbrances pursuant to the APA; (ii) approving the assumption and assignment of the Assigned Contracts and Leases and the cure amounts related thereto pursuant to the Assumption and Assignment Procedures; and (iii) granting such other relief as may be just and appropriate. To implement the foregoing successfully, the Debtors ask that the Sale Order provides that they have established sufficient cause to exclude the requested relief from the 14-day stays imposed by Bankruptcy Rule 6004(h) and 6006(d). The Purchaser can be reached at: AGENT PROVOCATEUR INTERNATIONAL (US), LLC c/o Fourmarketing 20 Garrett Street London EC1Y OTW Attn: Charles Perez, CEO E-mail: charles@fourmarketing.com The Purchaser is represented by: Mark J. Kelson, Esq. Howard J. Steinberg, Esq. Jack McBride, Esq. GREENBERG TRAURIG, LLP 1840 Century Park East Los Angeles, CA 90067 E-mail: kelsonm@gtlaw.com steinbergh@gtlaw.com mcbridej@gtlaw.com About Agent Provocateur Agent Provocateur, Inc. was incorporated in 2000 as a California corporation with stores located in New York, California, and other parts of the country. Its affiliate Agent Provocateur, LLC was formed in 2004 as a Delaware limited liability company with stores in Nevada. They were formed for the purpose of operating U.S. retail outlets for merchandise, women's lingerie, supplied by their then parent in the United Kingdom, Agent Provocateur Ltd., now known as Pearl Group Ltd. ("Parent"). Agent Provocateur, Inc., based in New York, NY, and Agent Provocateur, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 17-10987) on April 11, 2017. Agent Provocateur, Inc., estimated $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. The Hon. Michael E. Wiles presides over the cases. William H. Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel to the Debtors. An official committee of unsecured creditors was appointed on May 3, 2017. ALABAMA AIRCRAFT: Seeks Protection of Docs in TCP's Possession -------------------------------------------------------------- Chuck Stanley, writing for Bankruptcy Law360, reports that Alabama Aircraft Industries Inc. has asked an Alabama district judge to protect its privileged documents held by former investor Tennenbaum Capital Partners, LLC (TCP), in a long-running dispute with Boeing over a $1.2 billion U.S. Air Force contract, despite a special master's recommendation that the documents be turned over. The case is Alabama Aircraft Industries Inc. et al. v. Boeing Company, The, et al., case number 2:11-cv-03577-RDP, in the U.S. District Court for the Northern District of Alabama. About Alabama Aircraft Birmingham, Alabama-based Alabama Aircraft Industries Inc. -- http://www.alabamaaircraft.com/-- provided aircraft maintenance and modification services for the U.S. government and military customers. Its 190-acre facility, as well as its corporate office, is located at the Birmingham International Airport. Alabama Aircraft filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two subsidiaries also filed: Alabama Aircraft Industries, Inc.- Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering Services, Inc. (Case No. 11-10454). The Company said the primary goal of the Chapter 11 filing is to address long-term indebtedness and, in particular, long-term pension obligations. The Company owed $68.5 million the Pension Benefit Guaranty Corp. prepetition. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, served as counsel to the Debtors. Alabama Aircraft estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. The Debtor won Court authority at the end of August 2011 to sell its assets to a unit of Kaiser Group Holdings Inc. for $500,000 and up to $30 million in recoveries from potential litigation. The Chapter 11 case was later converted to liquidation under Chapter 7. ALL RESORT GROUP: Seeks to Hire Bus Solutions as Appraiser ---------------------------------------------------------- All Resort Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire an appraiser. The Debtor proposes to hire Bus Solutions, LLC to conduct an appraisal of its fleet of motor coaches utilized in connection with its Motor Coach Division. This fleet consists of 51 vehicles. The Debtor has agreed to compensate the firm for a one-time advance fee of $16,000, of which $10,000 is payable upon approval by the court. The firm will receive the balance of $6,000 prior to delivery of the first draft. Dave Mendenhall, president of Bus Solutions, disclosed in a court filing that his firm does not hold any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Dave W. Mendenhall Bus Solutions, LLC 900 Ranch Road Copper Canyon, TX 76226 Tel: 503-883-7000 About All Resort Group Inc. All Resort Group, Inc. -- http://www.allresort.com/-- is the parent/holding company of seven operating company's within the travel/transportation segment of the tourism industry. Its transportation divisions -- All Resort Express, All Resort Limousine, Premier Transportation, Park City Transportation, Xpress4Less, SuperShuttle and Lewis Stages divisions -- provide premium airport shuttle, door-to-door limousine, motor coach and taxi services. The Debtor's fleets include all-wheel-drive luxury SUVs, Cadillac and Lincoln sedans, 120-inch Krystal stretch vehicles and Krystal Mini-Coaches. All Resort Group filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-23687) on April 28, 2017. J.L. Killingsworth, 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 R. Kimball Mosier. The Debtor is represented by Anna W. Drake, Esq. at Anna W. Drake, P.C. No trustee, examiner or official committee has been appointed in the case. ARCHER LIMITED: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Archer Limited 4th Floor, Par-la-Velle Place 14, Par-la-Ville Road Hamilton HM08 Bermuda Type of Business: Archer -- http://www.archerwell.com-- is a global oil services company with a heritage that stretches back over 40 years. With a strong focus on safety and delivering the highest quality products and services, Archer operates in 40 locations over 19 countries providing drilling services, well integrity & intervention, plug & abandonment and decommissioning to its upstream oil and gas clients. Archer is publicly traded on the Oslo Stock Exchange under the ticker ARCHER. The main operations currently take place in the major basins within Europe, North and South America and the company is expanding rapidly throughout the Middle East, Asia Pacific and West Africa. Foreign Proceeding: The Debtor applied to the Bermuda Court on May 3, 2017, for an order directing it to convene a meeting of creditors to vote upon a scheme of arrangement. Chapter 15 Case No.: 17-33103 Chapter 15 Petition Date: May 19, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Jeff Bohm Foreign Representative: Maxime L. Bouthillette President - Western Hemisphere, General Counsel, and Executive Vice President of Archer Limited Debtor's U.S. Counsel: Timothy Alvin Davidson, II, Esq. ANDREWS KURTH KENYON LLP 600 Travis, Suite 4200 Houston, TX 77002 Tel: 713-220-3810 Fax: 713-220-4285 E-mail: TadDavidson@andrewskurth.com - and - Ashley L. Harper, Esq. ANDREWS KURTH KENYON LLP 600 Travis, Suite 4200 Houston, TX 77002 Tel: 713-220-4013 E-mail: ashleyharper@andrewskurth.com - and - Joseph Peak Rovira, Esq. ANDREWS KURTH KENYON LLP 600 Travis, Suite 4200 Houston, TX 77007 Tel: 713-220-4609 E-mail: josephrovira@andrewskurth.com Debtor's Bermuda Counsel: Andrew Alexander Martin, Esq. MJM LIMITED 4 Burnaby Street Hamilton, Bermuda Estimated Assets: Not Indicated Estimated Debt: Not Indicated ARCHER LIMITED: Proposes Restructuring of $601M Debt in Bermuda --------------------------------------------------------------- Archer Limited, a global oil services company, on May 3, 2017, commenced proceedings in Bermuda to effect a scheme of arrangement that would restructure a $601 million secured multicurrency term and revolving facility. The Debtor applied to the Bermuda Court on May 3, 2017 for an order directing it to convene a meeting of creditors (for a single class of creditors) to vote upon a scheme of arrangement. On May 12, 2017, the Bermuda Court entered the order directing it to convene a meeting. The scheme meeting will be held on May 30, 2017 at 10:00 a.m. Oslo time at the offices of Seatankers Management A/S, Bryggegata 3, 0250 Oslo, Norway. The core aspect of the restructuring will be the amendment and restatement of the rights and obligations of the lenders under the Secured Multicurrency Term and Revolving Facility Credit Agreement, dated as of November 11, 2010 ("Existing Facility Agreement"). Andrew Alexander Martin, Esq., at MJM Limited, Bermuda counsel to the Debtor, explains that the key amendments are as follows: (a) Archer Limited as sole borrower: The Scheme Company will be the sole borrower under the Existing Facility Agreement, provided that additional borrowers may be added with the consent of the Majority Lenders. (b) Increase of the Total Commitments and a re-tranching into three facilities: The Total Commitments under the Existing Facility Agreement, as amended, will be increased from a total of $601,750,000 to a total of $654,710,000. This will be divided between three tranches: (i) a new super senior tranche revolving facility of $24,070,220.70 (Facility A) in which each of the Lenders may elect to participate; (ii) the existing revolving facility of $245,516,250 (Facility B); and (iii) a term loan of $385,123.52930 (the Term Facility). (c) Inclusion of a guarantee facility of $10 million: Provisions will be added into the Existing Facility Agreement which set out the terms of a new super senior guarantee facility in which each of the Scheme Creditors may elect to participate. This will replace the existing guarantee facility provided by DNB Bank ASA. (d) Extraordinary repayment of $1.3 million: An extraordinary repayment in the amount of approximately $1.3 million (depending on exchange rates) will be made by the Scheme Company with a corresponding reduction of the Total Commitments under the Amended Facility Agreement upon the amendments to the Archer Tropaz Facility described in the Explanatory Statement becoming effective. (e) Maturity to be extended to September 30, 2020: The final maturity date on which the borrowers must repay all amounts outstanding under the Finance Documents will be extended from May 11, 2018 to September 30, 2020. (f) Introduction of a PIK margin: In addition to the current interest rate, a PIK margin of 1% per annum will accrue on each Loan during the period from January 1, 2019 to September 30, 2020 if certain debt-to-EBITDA thresholds have been exceeded. The PIK margin will be added to the principal amount of the Loan and become cash payable on the final maturity date. (g) A cash sweep mechanism: There will be a new semi-annual cash sweep which will require the Scheme Company to procure that an amount equal to 90% of Available Liquidity (as defined in the Amended Facility Agreement) will be used to prepay the loans outstanding under the Amended Facility Agreement and the loans under the amended and restated Archer Topaz Facility pro rata to the amounts outstanding. (h) Changes to the quarterly reduction of the Total Commitments: The Existing Facility Agreement provides that the Total Commitments will be reduced by $25 million quarterly starting on May 11, 2017. These reductions will be suspended. Instead the Total Commitments will be reduced by a lesser quarterly amount of $10 million starting on the later date of March 30, 2020. (i) Financial covenants to be amended: The financial covenants in the Existing Facility Agreement will be amended as follows: (i) the leverage ratio covenant, equity ratio covenant and total equity covenant in the Existing Facility Agreement will be removed; (ii) to include a requirement on the Scheme Company to ensure that the Group maintains free liquidity, being, in broad terms, cash, cash equivalents and committed but undrawn facilities, of at least $30 million; (iii) to include a requirement on the Scheme Company to ensure that the Group maintains a minimum 12 months rolling nominal EBITDA of $45 million during 2017, $55 million during 2018, $65 million during 2019 and $85 million during 2020; (iv) to include a requirement that 12 months rolling reported EBITDA will be at all times positive (above zero); and (v) to include a requirement on the Scheme Company to ensure that the Group's capital expenditure does not exceed $25 million during 2017 and $40 million for each financial year thereafter with an adjustment for additional equity funds raised of above $75 million. (j) Change of control to be amended: The change of control thresholds will be reduced to reflect the dilution of the share capital which results from the issuance of the Private Placement Shares and the Subsequent Offering Shares. (k) Undertaking in relation to restructuring of the Archer Topaz Facility: The Debtor will undertake to ensure that the Archer Topaz Facility is amended so that it is consistent with the agreed terms described in paragraph 5.24 of Part B of the Explanatory Statement. (1) Additional security (Archer Emerald): Archer Emerald (Bermuda) Limited owns the modular rig known as the "Archer Emerald". The Scheme Company will procure that security is granted over the shares of Archer Emerald (Bermuda) Limited and certain of its assets in favour of a joint security agent to be held on behalf the Scheme Creditors and BNP Paribas Fortis SA/NV in its capacity as lender under the Archer Topaz Facility. This security must be granted by the later of (i) the date the refinancing of the Archer Topaz Facility is concluded and (ii) May 15, 2017. The proceeds received or recovered by the joint security agent shall be split between the Scheme Creditors and BNP Paribas Fortis SA/NV in the order of priority set out in the Term Sheet. This arrangement will necessitate an intercreditor agreement between the Scheme Company, the Agent, BNP Paribas Fortis SA/NV and the joint security agent to set out the terms on which security is shared. (m) Removal of Seadrill: As Seadrill Limited is no longer a guarantor of the Existing Facility Agreement, Seadrill will be deleted from all of the Events of Default in which it is currently referred to in the Existing Facility Agreement. In addition, the restructuring will also involve (a) the cancellation of the overdraft facility which was made available under the group cash management agreement dated March 31, 2009 (as subsequently amended) between Seadrill Limited, Archer Norge AS and Danske Bank, Norwegian Branch (under its former name F okus Bank); (b) the cancellation of the overdraft facility granted under the overdraft facility agreement originally dated September 5, 2011 (as subsequently amended) between Archer Management (US) LLC and DNB Bank ASA; and (c) the cancellation of the unsecured uncommitted guarantee facility agreement dated Aug. 18, 2014 between Archer Norge AS and DNB Bank ASA. About Archer Limited An exempted limited company incorporated under the laws of Bermuda, Archer Limited -- http://www.archerwell.com-- is the parent company of a group of subsidiaries that operate in the global oilfield services industry. Archer is a publicly traded company whose shares trade on Oslo Bors in Norway under the ticker ARCHER. Formed in 2011, Archer is the coming together of two well specialist companies -- Seawell and Allis-Chalmers Energy -- along with several complementary businesses. Archer operates in 40 locations over 19 countries providing drilling services, well integrity & intervention, plug & abandonment and decommissioning to its upstream oil and gas clients. Main operations currently take place in the major basins within Europe, North and South America and we are expanding rapidly throughout the Middle East, Asia Pacific and West Africa. Archer drilling teams secure production on more than 47 offshore platforms across four continents and operate over 81 mobile land rigs in the Latin America. Archer Limited filed a Chapter 15 petition (Bankr. S.D. Tex. Case No. 17-33103) in Houston, Texas, in the U.S. on May 19, 2017, to seek recognition of its restructuring proceedings in Bermuda. Maxime L. Bouthillette, President - Western Hemisphere, General Counsel, and Executive Vice President of Archer Limited, was named foreign representative, authorized to file the Chapter 15 petition. Timothy Alvin Davidson, II, Esq., Ashley L. Harper, Esq., and Joseph Peak Rovira, Esq., at Andrews Kurth Kenyon LLP, is serving as counsel in the Chapter 15 case. Andrew Alexander Martin, Esq., at MJM Limited, is the Debtor's Bermuda counsel. ARCHER LIMITED: Seeks U.S. Recognition of Bermuda Restructuring --------------------------------------------------------------- Archer Limited, a global oil services company, filed a Chapter 15 bankruptcy petition in the U.S. to seek recognition of its restructuring proceedings in Bermuda. "The recent decline in oil prices and low oil price environment are having a significant negative impact on the Group's revenues, liquidity and available cash resources. This situation has been exacerbated by the Group's level of debt and the significant cash resources required for servicing the interest on this debt, as well as significant capital expenditure required for development assets. The Group has undertaken a number of measures to mitigate the impact of the low oil price environment and to address a working capital shortfall. However, the Debtor believed that a longer term solution is needed to strengthen the Group's liquidity position and reduce the burden of the Group's debt service obligations on its business," Maxime Bouthillette, President Western Hemisphere, General Counsel, and Executive Vice President of Archer Limited, explains. In May 2016, the Debtor began a process of extensive negotiations with its relevant stakeholders in order to address these issues. As a result of these negotiations and following an exhaustive consideration of alternative options, including potential asset sales, sales of equity, and refinancing of outstanding indebtedness, the Debtor has announced a restructuring of the Group's indebtedness. Bermuda Proceedings The Debtor applied to the Bermuda Court on May 3, 2017 for an order directing it to convene a meeting of creditors -- for a single class of creditors -- to vote upon a scheme of arrangement. On May 12, 2017, the Bermuda Court entered the order directing it to convene a meeting. The scheme meeting will be held on May 30, 2017 at 10:00 a.m. Oslo time at the offices of Seatankers Management A/S, Bryggegata 3, 0250 Oslo, Norway. The Debtor intends to effect a scheme of arrangement under the Bermuda Companies Act of 1981. The Debtor intends to facilitate a restructuring with respect to a $601 million secured multi-currency term and revolving facility. The principal legal purpose behind a scheme of arrangement under Bermuda Law is to enable a company to vary, amend, discharge, or re-constitute an existing obligation by and/or between the company and its shareholders, and/or its creditors, and/or any class of them, and to replace it with another different, or new obligation, or right and bind any dissenting minority of the class to the amendment and new and/or substituted right or obligation. Capital Structure The Debtor is a borrower under a Secured Multicurrency Term and Revolving Facility Credit Agreement between, among others, the Debtor, the Agent, and the Scheme Creditors, dated as of November 11, 2010, as the same has been amended and restated on various dates thereafter. The aggregate lending commitments under the Existing Facility Agreement are $601,750,000. The Existing Facility Agreement is guaranteed by certain subsidiaries of the Debtor, including subsidiaries that are based, and have assets located, in the United States. As of April 28, 2017, the total aggregate commitments available under the Existing Facility Agreement had been drawn. The Existing Facility Agreement is secured by liens on various assets of the Group, and includes share pledges over direct subsidiaries of the Debtor, an assignment of intercompany debts, a debenture granted by Limay Drilling Rigs Limited, a member of the Group, and security agreements governed by the laws of the United States executed by each subsidiary guarantor incorporated in the United States. The security is granted by the Debtor and subsidiary guarantors to the Agent for the benefit of the Scheme Creditors. Beginning on May 11, 2017, the Debtor is required to make quarterly repayment installments of $25 million on the Existing Credit Facility. Scheme Creditors representing 94.275% in value of the amounts outstanding under the Existing Facility Agreement -- Consenting Lenders -- have agreed, among other things, to defer their entitlement to the repayment installment due on May 11, 2017 pursuant to a Lock-up Agreement entered into by the Debtor, the Consenting Lenders, and the Agent. As set forth in the Lock-up Agreement, the Consenting Lenders and Agent have further agreed to, among other things, promptly take all actions to support, facilitate, implement, consummate or otherwise give effect to the Scheme, including voting in favor of any matter or proposal which is necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to Scheme. Archer Topaz Limited, a wholly owned subsidiary of the Debtor, is the sole borrower under a Credit Facility Agreement with BNP Paribas Fortis SA/NV, as lender (the "Archer Topaz Facility"). As of April 28, 2017, the equivalent of EUR23.7 million was outstanding under the Archer Topaz Facility. It is anticipated that, independent from the Scheme, the Archer Topaz facility will be amended. The Debtor, together with Archer Norge AS, is a borrower under the Secured Danske Bank Overdaft Facility Agreement. In addition, Archer Well Company Inc. is the borrower under the secured DNB Overdraft Facility Agreement. The overdraft limit under each Overdraft Facility Agreement was $41.7 million. As of April 28, 2017, the Group had not drawn any amounts under the Danske Bank Overdraft Facility Agreement and the DNB Overdraft Facility Agreement. Pursuant to the Amendment and Restatement Agreement, the Overdraft Facility Agreements will be cancelled on the Restructuring Effective Date. The Company's other indebtedness, including indebtedness to trade creditors, will not be impacted by the Scheme. A copy of Maxime Bouthillette's declaration is available at: http://bankrupt.com/misc/Archer_3_Bouthill_Declaration.pdf A copy of Andrew Alexander Martin's declaration is available at: http://bankrupt.com/misc/Archer_4_Martin_Declaration.pdf About Archer Limited An exempted limited company incorporated under the laws of Bermuda, Archer Limited -- http://www.archerwell.com-- is the parent company of a group of subsidiaries that operate in the global oilfield services industry. Archer is a publicly traded company whose shares trade on Oslo Bors in Norway under the ticker ARCHER. Formed in 2011, Archer is the coming together of two well specialist companies -- Seawell and Allis-Chalmers Energy -- along with several complementary businesses. Archer operates in 40 locations over 19 countries providing drilling services, well integrity & intervention, plug & abandonment and decommissioning to its upstream oil and gas clients. Main operations currently take place in the major basins within Europe, North and South America and we are expanding rapidly throughout the Middle East, Asia Pacific and West Africa. Archer drilling teams secure production on more than 47 offshore platforms across four continents and operate over 81 mobile land rigs in the Latin America. Archer Limited filed a Chapter 15 petition (Bankr. S.D. Tex. Case No. 17-33103) in Houston, Texas, in the U.S. on May 19, 2017, to seek recognition of its restructuring proceedings in Bermuda. Maxime L. Bouthillette, President - Western Hemisphere, General Counsel, and Executive Vice President of Archer Limited, was named foreign representative, authorized to file the Chapter 15 petition. Timothy Alvin Davidson, II, Esq., Ashley L. Harper, Esq., and Joseph Peak Rovira, Esq., at Andrews Kurth Kenyon LLP, is serving as counsel in the Chapter 15 case. Andrew Alexander Martin, Esq., at MJM Limited, is the Debtor's Bermuda counsel. AUBURN ARMATURE: Asks Court Approval of Deal With Power-Flo ----------------------------------------------------------- Auburn Armature, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the Northern District of New York to authorize the sale of substantially all their assets to AAI Acquisition, LLC ("Acquisition") for the purchase price based on percentage of the value of the accounts receivable, inventory, and fixed assets, plus the assumption of certain liabilities, subject to higher and better offers. Acquisition, an entity formed by Power-Flo Technologies' United Electric Power, Inc., has agreed to purchase the Debtors' assets for a purchase price to be computed as equal to the sum of the following: * The product determined by multiplying (x) the gross value (total) of the accounts receivable on the books and records as of the Closing Date, minus the excluded receivables, by (y) 0.8; Plus * 35% of the book value of inventory; plus * 60% of the book value of the fixed assets, including but not limited to intellectual property, vehicles, equipment, and fixtures; plus * The total of the assumed liabilities. The other terms of the Purchase Agreement are: a. The Parties: The Debtors as the Seller and Acquisition as the Buyer. b. The Sale Assets: The Sale Assets to be sold pursuant to the Purchase Agreement consist of substantially all of the personal property owned by Seller. c. Purchase Price. The Purchase Price is calculated based on percentage of the value of the Seller's accounts receivable, inventory, and fixed assets, plus the assumption of certain liabilities. d. Conditions: The proposed sale is subject to several conditions, including: (i) accuracy of the Buyer's and the Seller's representations and warranties; (ii) performance of covenants and agreements in the Purchase Agreement; and (iii) approval by the Court and entry of the Sale order. e. Higher and Better Offers: The Sale of the Sale Assets is subject to the submission by third parties of higher and/or better offers. The Debtors are asking (i) approval of procedures to govern the sale process, including approval of a $200,000 break-up fee to Acquisition if it is not the successful bidder and (ii) to establish a hearing date to consider approval of one or more bids that may be received for the Sale Assets. In September 2016, AAI engaged League Park Advisors ("LP") as investment banker, to assist the Debtors to market and sell substantially all of their operating assets to a third party as a going concern. The Debtors will shortly file an application to retain LP as investment banker in the Chapter 11 bankruptcy cases. Default in Key Obligations The Debtors owe three primary tranches of secured debt, each of which is secured by substantially all of their assets. As of the Petition Date, the Debtors owe, plus interest, fees and costs, their (i) first-priority secured lender, KeyBank, National Association ("Key"), the principal sum of approximately $5 million; (ii) subordinated, second-priority secured lender, Patriot Capital II, L.P. approximately $6.2 million; and (iii) junior subordinated, third priority lenders, DeltaPoint Capital IV and DeltaPoint Capital IV (New York) the combined amount of approximately $2.9 million respectively. The Debtors are and have been in default of various of their obligations to Key, including coverage ratio obligations and EBITDA obligations. The Debtors and Key entered into a series of Forbearance Agreements in an effort to provide a framework to remedy the defaults and stabilize the Debtors' business. Pursuant to the Forbearance Agreements, the Debtors were obligated to refinance their obligations to Key or enter into an asset sale transaction acceptable to Key. Their efforts to refinance its debts were unsuccessful. In light of limitations on available funding for their operations and the probable low value that would be attained in a liquidation, the Debtors have, in consultation with their lenders, determined that the best interests of creditors, customers, and employees will be served by the expedient marketing and sale of their assets to the buyer or buyers making the highest or best offer or offers, pursuant to the proposed Sale Procedures. The Debtors therefore propose to seek the highest or best offer in connection with a sale of substantially all of their assets ("Sale Assets"). The Debtors propose to offer the Sale Assets for sale either in one lot or in multiple lots to one or more buyers, as determined by the Debtors prior to the Bid Deadline. In addition to selling the Sale Assets, they also propose to assume and assign to the buyer(s) unexpired leases and executory contracts. In connection with its efforts to arrange a sale of its assets, the Debtors retained the services of investment banking firm League Park Advisors ("LP") in September 2016. LP has expended considerable effort to solicit offers for the Debtors' assets, and has been successful in obtaining an offer from Acquisition. The Debtors' and Acquisition's extensive good faith negotiations culminated in the Purchase Agreement, dated May 17, 2017, which contemplates the sale of the Sale Assets, in a single integrated transaction. The Debtors believe that the consideration being paid under the Acquisition Purchase Agreement exceeds the value of the liens encumbering the Sale Assets. Accordingly, the Debtors ask the Court to approve the Purchase Agreement. The Purchaser can be reached at: AAI ACQUISITION, LLC 270 Park Avenue New Hyde Park, NY 11040 Attn: Gerald J. DiCunzolo E-mail: Jerry.DiCunzolo@UnitedElectricPower.com The Purchaser is represented by: Ronald J. Friedman, Esq. SILVERMANACOMPARA LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 E-mail: RFriedman@SilvermanAcampora.com About Auburn Armature Based in Auburn, New York, Auburn Armature Inc. -- http://www.aainy.com/index.html-- along with affiliates EASA Acquisition I, LLC, and EASA Acquisition II, LLC, operates an electric motor repair service and electrical equipment distribution network in New York including Binghamton, Rochester, Syracuse, Albany, Auburn, and Buffalo. AAI is the sole member of both EASA I and EASA II. All of AAI's outstanding stock is owned by Electrical Supply Acquisition, Inc., which in turn is owned by DeltaPoint Capital IV, LP and DeltaPoint Capital IV (New York), LP. AAI, EASA I and EASA II sought Chapter 11 protection (Bankr. N.D.N.Y. Lead Case No. 17-30743-5-MCR) on May 19, 2017. Geoffrey L. Murphy, president & CEO, signed the petitions. The Hon. Margaret M. Cangilos-Ruiz is the case judge. Menter, Rudin & Trivelpiece, P.C., is serving as counsel to the Debtors. League Park Advisors ("LP") is the Debtors' investment banker. AAI estimated $10 million to $50 million in assets and debt. AUBURN ARMATURE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Auburn Armature, Inc. 17-30743 70 Wright Circle Auburn, NY 13021 EASA Acquisition I, LLC 17-30744 70 Wright Circle Auburn, NY 13021 EASA Acquisition II, LLC 17-30745 70 Wright Circle Auburn, NY 13021 Business Description: Auburn Armature Inc. -- http://www.aainy.com/index.html-- is a distributor of electrical equipment in New York including Binghamton, Rochester, Syracuse, Albany, Auburn, and Buffalo, and offers electrical repair services. Chapter 11 Petition Date: May 19, 2017 Court: United States Bankruptcy Court Northern District of New York (Syracuse) Judge: Hon. Margaret M. Cangilos-Ruiz Debtors' Counsel: Jeffrey A. Dove, Esq. MENTER, RUDIN & TRIVELPIECE, P.C. 308 Maltbie Street, Suite 200 Syracuse, NY 13204-1498 Tel: (315) 474-7541 Fax: (315) 474-4040 E-mail: jdove@menterlaw.com Estimated Estimated Assets Liabilities --------- ----------- Auburn Armature, Inc. $10M-$50M $10M-$50M EASA Acquisition I, LLC $0-$50K $10M-$50M EASA Acquisition II $0-$50K $10M-$50M The petitions were signed by Geoffrey L. Murphy, president & CEO. Auburn Armature's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Thomas Pawlak (Armor) Loan $1,406,249 5532 Pebble Beach Drive Hamburg, NY14075 Tel: (716) 648-9686 Siemens Industry Inc. (IMARK) Trade Debt $788,408 P.O. Box 2715 Carol Stream, IL60132 David Hopping, President/CEO Tel: (847) 803-2700 Bennett C. Carter Loan $419,000 8 Leitch Avenue Skaneateles, NY13152 Pinnacle Architectural Trade Debt $332,902 Vertex Innovative Solution Inc. 12655 East 42nd Ave., Ste 50 Denver, CO80239 Chris Hammelef, President Tel: (303) 322-5270 Encore Wire (IMARK) Trade Debt $230,582 Weg Electric Corp. Trade Debt $185,255 American Express Credit Card $138,913 Hubbell Lighting (IMARK) Trade Debt $129,694 Southwire Company LLC (IMARK) Trade Debt $122,093 Ephesus Lighting Inc. Trade Debt $115,865 Qualite Sports Lighting LLC Trade Debt $115,000 Baldor Electric Company (Corp) Trade Debt $102,023 Klemm Reflactor Co. Trade Debt $98,500 Cree, Inc. Trade Debt $93,862 Philips Lighting Co. (IMARK) Trade Debt $93,132 Selux Corporation Trade Debt $92,373 GE Energy Power Conversion Inc. Trade Debt $86,714 ABB Automation Inc. Trade Debt $80,900 Auburn Armature Inc. Plan $78,015 Employees' Profit Sharing Distributions 401K Plan GE Industrial Solutions (IM) Trade Debt $70,596 General Electric Company AUBURN ARMATURE: Power-Flo Says It Will Retain Most Employees ------------------------------------------------------------- DeltaPoint Capital IV, LP's Auburn Armature, Inc., and its affiliated debtors have sought Chapter 11 bankruptcy protection with a deal to sell all assets to an entity formed by Power-Flo Technologies, absent higher and better offers. Based in New Hyde Park, New York, Power Flo Technologies -- http://www.powerflotechnologies.com/-- is a family of companies consisting of distributors, fabricators, manufacturers and motor and pump repair firms serving the New York and New England areas. PFT provides a comprehensive line of products ranging from commodity items such as wiring devices, fittings, and LED lighting products to more specialized items such as motors, computerized industrial controls, programmable controllers and custom panels. Power Flo has locations throughout the Northeast, and is also a full line Siemens Technology distributor. In addition they are experts in the sale and repair of all types of motors, pumps and water systems offering engineering support, in-house switchgear, panel fabrication and state-of-the-art repair facilities for any motor or pump from fractional through 1500 HP in either low or medium voltages. "The unique diversity of products, cap abilities and services will enable PFT to bridge the needs of the Electrical, Institution, MRO & OEM markets, as well as the Plumbing and Mechanical trades," explains Geoff Murphy, Auburn Armatures CEO. "The sale and restructure will take approximately 45 to 60 days." he concluded. "Power-Flo Technologies has continually strived toward being recognized by both our customers and suppliers as the best in the industry. We believe that by combining the strengths of both Auburn Armature and Power-Flo Technologies we will be able to strengthen our commitment to all our customers while continuing to serve them with the most qualified service available.", says Mr. Jerry Dicunzolo, owner of PFT. Mr. DiCunzolo has committed to retain most of all the AAI employees across its 6 locations in Upstate New York. Power Flo will continue to service the many customers that AAI has served for nearly 70 years. Geoff Murphy stated, "I truly believe the acquisition and restructure provides the best outcome for all of AAI's valued employees, while positioning the company to continue to grow its brand and market leader position in the Upstate NY Industrial, Automation and Electrical Distribution markets." About Auburn Armature Based in Auburn, New York, Auburn Armature Inc. -- http://www.aainy.com/index.html-- along with affiliates EASA Acquisition I, LLC, and EASA Acquisition II, LLC, operates an electric motor repair service and electrical equipment distribution network in New York including Binghamton, Rochester, Syracuse, Albany, Auburn, and Buffalo. AAI is the sole member of both EASA I and EASA II. All of AAI's outstanding stock is owned by Electrical Supply Acquisition, Inc., which in turn is owned by DeltaPoint Capital IV, LP and DeltaPoint Capital IV (New York), LP. AAI, EASA I and EASA II sought Chapter 11 protection (Bankr. N.D.N.Y. Lead Case No. 17-30743-5-MCR) on May 19, 2017. Geoffrey L. Murphy, president & CEO, signed the petitions. The Hon. Margaret M. Cangilos-Ruiz is the case judge. Menter, Rudin & Trivelpiece, P.C., is serving as counsel to the Debtors. League Park Advisors ("LP") is the Debtors' investment banker. AAI estimated $10 million to $50 million in assets and debt. AUBURN ARMATURE: Proposes June 13 Auction for Business ------------------------------------------------------ Although a purchase agreement has been reached with a unit of Power-Flo Technologies, Auburn Armature, Inc. and its affiliated debtors, with the assistance of League Park Advisors ("LP") and other professionals, intend to market and seek higher or better bids for assets. The Debtors proposes these dates in connection with the sale process: a. June 12, 2017: Deadline for a qualified bidder to submit a bid to purchase all or a portion of the sale assets; b. June 12, 2017: Deadline by which the Debtors will notify qualified bidders whether their bids have been determined to be qualified bids; c. June 13, 2017: Auction to be held at 10:00 a.m. at the offices of Menter, Rudin & Trivelpiece, P.C., 308 Maltbie Street, Suite 200, Syracuse, New York; d. June 15, 2017: Deadline for filing objections to the sale of the Sale Assets to the successful bidder(s); and e. June 16, 2017: Hearing to confirm the sale of the Sale assets to the successful bidder(s) to begin at 10:00 a.m. (et). Pursuant to the proposed sale procedures, bidders will have until June 9, 2017 to conduct due diligence. To participate in the auction, bidders must submit a qualified overbid that's $200,000 more than Acquisition's stalking horse bid. Bid increments at the auction will be $50,000. A copy of the Purchase Agreement and the Sales Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Auburn_Armature_9_Sales.pdf The Debtors believe the Sale Procedures will produce the maximum recovery for creditors and will maximize the likelihood that the bidding process will involve multiple interested parties leading to one or more purchasers for the Sale Assets. The Debtors respectfully submit that the Court should authorize and approve the Sale Procedures. The Debtors are parties to executory contracts and unexpired leases of real and personal property. In the exercise of its business judgment, and due to the desire of Acquisition to continue operating their business, the Debtors have determined that the Contracts and Leases are necessary to the proper continued operation of the business and their assumption and assignment to Acquisition is beneficial to its estate. The Debtors, therefore, ask to assume and assign the Contracts and Lease. The Debtors are responsible for paying the cure cost arising from unexpired leases of non-residential real property, if any. The Debtors submit that the proposed sale to Acquisition or any other Successful Bidder satisfies the sound business reason test and represents a prudent and proper exercise of their business judgment. They believe that a prompt sale of the Sale Assets is the only way to maximize the value of their estates, to preserve jobs and to ensure the continued operations of their business. About Auburn Armature Based in Auburn, New York, Auburn Armature Inc. -- http://www.aainy.com/index.html-- along with affiliates EASA Acquisition I, LLC, and EASA Acquisition II, LLC, operates an electric motor repair service and electrical equipment distribution network in New York including Binghamton, Rochester, Syracuse, Albany, Auburn, and Buffalo. AAI is the sole member of both EASA I and EASA II. All of AAI's outstanding stock is owned by Electrical Supply Acquisition, Inc., which in turn is owned by DeltaPoint Capital IV, LP and DeltaPoint Capital IV (New York), LP. AAI, EASA I and EASA II sought Chapter 11 protection (Bankr. N.D.N.Y. Lead Case No. 17-30743-5-MCR) on May 19, 2017. Geoffrey L. Murphy, president & CEO, signed the petitions. The Hon. Margaret M. Cangilos-Ruiz is the case judge. Menter, Rudin & Trivelpiece, P.C., is serving as counsel to the Debtors. League Park Advisors ("LP") is the Debtors' investment banker. AAI estimated $10 million to $50 million in assets and debt. AVAYA INC: Ad Hoc 1st Lien Group Objects to Plan Filing Extension ----------------------------------------------------------------- The Ad Hoc First Lien Group, comprising the holders of over 50% of Avaya Inc.'s first lien debt, filed with the U.S. Bankruptcy Court for the Southern District of New York an objection to Avaya Inc., et al.'s request extending their exclusive periods to file a Chapter 11 plan and solicit acceptances of the plan. A hearing to consider the objection will be held on May 25, 2017, at 10:00 a.m. ET. Objections must be filed by May 18, 2017, at 4:00 p.m. ET. The Debtors seek a 120-day extension of their exclusive plan filing and solicitation periods to Sept. 16, 2017, and Nov. 15, 2017, respectively. The Ad Hoc First Lien Group objects to the Exclusivity Motion because the Debtors have not earned a four month extension of the Exclusive Periods given their complete failure to engage in substantive plan negotiations with any of their primary stakeholders before filing a proposed plan of reorganization on April 13 or since. While it is just their first request to extend their Exclusive Periods, based on the Debtors' conduct to date, the Ad Hoc First Lien Group respectfully submits that the length of the requested extension is more likely to inhibit, rather than promote, development of a confirmable chapter 11 plan in these cases and a much shorter extension of 30 days is all that is warranted at this time. The Debtors, according to the Ad Hoc First Lien Group, refused to engage in any substantive negotiations with their primary creditor constituencies before filing the Current Plan, notwithstanding repeated requests by the Ad Hoc First Lien Group. The first time the Ad Hoc First Lien Group and, upon information and belief, the Ad Hoc Crossover Group and Creditors' Committee, saw the Current Plan was when it was filed on the docket at approximately 8:40 p.m. (ET) on April 13. The Ad Hoc First Lien Group says that this conduct is especially alarming in these cases because the Current Plan requires, and any viable plan will require, first lien creditors to take a substantial portion of their recovery in the form of equity in the Reorganized Debtors, thus making their consent to the treatment a necessary condition for confirmation of any plan. The Debtors have acknowledged this fact with the Current Plan proposing that the holders of first lien debt, who are the Debtors' largest creditor constituency and owed in excess of $4.6 billion, receive $1.418 billion in cash or new secured debt of the Reorganized Debtors and 95% of the equity in Reorganized HoldCo in satisfaction of their claims. As noted by the Debtors in the Disclosure Statement, a Chapter 11 plan cannot be confirmed over the objection of a secured creditor unless the plan is "fair and equitable" as required by U.S. Bankruptcy Code Section 1129(b), and the law is well settled that satisfaction of a secured creditor's claim in the form of equity of the reorganized debtor requires acceptance of the plan by the class composed of such claims and cannot be "crammed down" on the class. Prior to filing the Current Plan, the Debtors were well aware that a majority of first lien creditors would not agree to their proposed treatment under the Current Plan, which renders the Current Plan patently unconfirmable. The Ad Hoc First Lien Group complains that rather than using the initial Exclusive Periods to build consensus around a confirmable Chapter 11 plan, however, the Debtors defiantly filed the doomed Current Plan, which lacks support from any major creditor constituency and caters almost exclusively to the interests of (i) Pension Benefit Guaranty Corporation and (ii) the Debtors' equity sponsors and current officers and directors -- to whom the Debtors propose to gift $330 million in equity (based on the Debtors' questionable plan valuation) and grant sweeping releases10 that are inconsistent with applicable law. The Ad Hoc First Lien Group claims that the Debtors' conduct to date likely will lead to the protracted, expensive litigation that the Debtors have said they will have difficulty withstanding and undoubtedly will delay the Debtors' emergence from Chapter 11. "Simply put, the Debtors' actions have been inconsistent with their stated objectives and Chapter 11's basic tenets of building consensus and maximizing value, and do not support a 120-day extension of the Debtors' Exclusive Periods. A copy of the Objection is available at: http://bankrupt.com/misc/nysb17-10089-587.pdf The Ad Hoc First Lien Group is represented by: Ira S. Dizengoff, Esq. Philip C. Dublin, Esq. Abid Qureshi, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors disclosed $5.52 billion in assets and $6.35 billion in liabilities as of Sept. 30, 2016. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. AVAYA INC: Oracle Objects to Networking Business Sale ----------------------------------------------------- BankruptcyData.com reported that Oracle America & Oracle Credit filed with the U.S. Bankruptcy Court an objection and reservation of rights regarding Avaya's networking business sale. The objection asserts, "Oracle objects to the proposed assumption and assignment for the following reasons: a) First, Oracle's agreements are, or pertain to, licenses of intellectual property that are not assignable absent Oracle's consent, pursuant to both the underlying license agreements and applicable law. In addition, the Debtors request a judicial determination that any anti-assignment provision in contracts to be assumed and assigned is unenforceable and void. Oracle objects to this sweeping determination being made regarding its agreements with the Debtors. b) Second, the APA appears to impact several Oracle agreements, however the Debtors have specifically identified only two agreements for assumption and assignment. To the extent the Debtors' descriptions of the Oracle contracts to be assumed and assigned are incomplete, Oracle cannot identify the appropriate cure amount. c) Third, the Sale Motion is subject to overbid and the purchaser may be an entity other than the stalking horse bidder. Therefore, Oracle does not have sufficient information to determine whether the ultimate purchaser/assignee is capable of performing the terms of the Oracle contracts the Debtors seek to assume and assign, or to ascertain whether the assignee is an Oracle competitor. d) Finally, the Debtors appear to seek authority to share use of Oracle's licenses and services that is not permitted by the relevant Oracle agreement." About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors disclosed $5.52 billion in assets and $6.35 billion in liabilities as of Sept. 30, 2016. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. The Committee has tapped Morrison & Foerster LLP as legal counsel, Alvarez & Marsal North America, LLC as financial advisor, and Jefferies LLC as investment banker. AVENICA INC: DOJ Watchdog Seeks Trustee Appointment, Case Dismissal ------------------------------------------------------------------- William K. Harrington, a United States Trustee, asks the U.S. Bankruptcy Court for the Eastern District of New York to enter an Order directing the appointment of a Chapter 11 Trustee for Avenica Inc. or, in the alternative, dismissing the Chapter 11 bankruptcy case. About Avenica Inc. Avenica, Inc., is a service company that provides staffing and day-to-day operations for Gallant Capital Markets. Avenica sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-41813) on April 14, 2017. The petition was signed by Salvatore Bucellato, CEO. Judge Elizabeth S. Stong is the case judge. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. No trustee, examiner or committee has been appointed in the Debtor's case. AZURE MIDSTREAM: Gets Confirmation of 5th Amended Liquidation Plan ------------------------------------------------------------------ Judge David R. Jones has confirmed the Fifth Amended Plan of Liquidation of Azure Midstream Partners, LP, et al., on May 19, 2017. The 5th Amended Plan, a copy of which is available at http://bankrupt.com/misc/tex17_30461_309.pdf, was filed with the Court on May 19, before the Court's ruling was handed down. BankruptcyData.com related that the 5th Amended Plan notes, "The Debtors estimate that on the Effective Date approximately $821,000 in General Unsecured Claims will remain outstanding. On the Effective Date, except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favourable treatment of such Allowed General Unsecured Claim or has been paid before the Effective Date, each holder of an Allowed General Unsecured Claim, shall receive its pro rata share of the General Unsecured Creditor Distribution in Cash equal to the full value of such Allowed General Unsecured Claim, payable on the later of the Effective Date and the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim. On the Effective Date: (a) all of the Debtor Affiliates shall be merged into Azure without the necessity for any other or further actions to be taken by or on behalf of such merged Debtor or its shareholders or any payments to be made in connection therewith, other than the filing of a certificate of merger with the appropriate governmental authorities; (b) all Claims filed or scheduled in the Debtor Affiliates' cases shall be deemed to have been filed in the Azure Case; (c) Azure may change its name to Azure Midstream Liquidating, LP and the Azure Case may be renamed accordingly; and (d) the Chapter 11 Cases of the Debtor Affiliates shall be closed." About Azure Midstream Partners Azure Midstream Partners, LP, is a publicly traded Delaware master limited partnership that was formed by NuDevco Partners, LLC, and its affiliates to develop, own, operate and acquire midstream energy assets. Azure Midstream and 11 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30461) on Jan. 30, 2017. The petitions were signed by I.J. Berthelot, II, president. The cases are assigned to Judge David R Jones. Azure disclosed $375.5 million in assets and $179.4 million in liabilities as of as of Sept. 30, 2016. Vinson & Elkins LLP is serving as corporate counsel to the Debtors; Evercore Group LLC is serving as financial advisor; Alvarez & Marsal North America LLC is serving as restructuring advisor; and Kurtzman Carson Consultants LLC is serving as claims, noticing & balloting agent. A 3-member panel has been appointed as official unsecured creditors committee in the Debtors' cases. AZURE MIDSTREAM: US Trustee, et al., Object to 3rd Amended Plan --------------------------------------------------------------- BankruptcyData.com reported that multiple parties -- including the United States of America, the U.S. Trustee assigned to the case, the official committee of equity security holders and the Texas Comptroller of Public Accounts -- filed with the U.S. Bankruptcy Court separate objections to Azure Midstream Partners' Third Amended Joint Plan. The Trustee asserts, "The Plan does not satisfy the requirements of section 1129(a) of the Bankruptcy Code and is therefore un-confirmable. First, the Plan improperly provides broad third party releases, exculpations and injunctions, in violation of section 524(e) of the Bankruptcy Code and applicable Fifth Circuit law. Second, although the Debtors are ineligible for a discharge, the Plan, in effect, improperly provides the Debtors with a discharge by operation of the broad third party releases, exculpations and injunctions, in violation of section 1141(d)(3) of the Bankruptcy Code. Third, the Plan improperly permits severance payments when the Debtors have not met their burden to show that all eligible employees under the Severance Plan are not "insiders" and, thus, not subject to the stricter requirements of 11 U.S.C. section 503(c)(2). Specifically, the United States Trustee would point out to the Court that there are three (3) individuals on the Employee Severance List that may presumptively be 'insiders,' such as the SCADA Project Manager, the Area Manager -- Logistics, and the Director of Human Resources. The Debtors have failed to comply with section 503(c)(2) of the Bankruptcy Code, and therefore the Plan cannot be confirmed." About Azure Midstream Partners Azure Midstream Partners, LP, is a publicly traded Delaware master limited partnership that was formed by NuDevco Partners, LLC, and its affiliates to develop, own, operate and acquire midstream energy assets. Azure Midstream and 11 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30461) on Jan. 30, 2017. The petitions were signed by I.J. Berthelot, II, president. The cases are assigned to Judge David R Jones. Azure disclosed $375.5 million in assets and $179.4 million in liabilities as of as of Sept. 30, 2016. Vinson & Elkins LLP is serving as corporate counsel to the Debtors; Evercore Group LLC is serving as financial advisor; Alvarez & Marsal North America LLC is serving as restructuring advisor; and Kurtzman Carson Consultants LLC is serving as claims, noticing & balloting agent.v B&B BACHRACH: U.S. Trustee Forms 3-Member Committee --------------------------------------------------- Peter C. Andreson, U.S. Trustee for the Central District of California, on May 18 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of B&B Bachrach, LLC. The committee members are: (1) Simon Property Group Attn: Ronald M. Tucker, Vice President 225 West washington Street Indianapolis, IN 46204 Tel: (317) 263-2346 Fax: (317) 263-7901 E-mail: rtucker@simon.com (2) Pacific Silk 33052 Calle Aviador #C San Juan capistrano, CA 92674 Tel: (949) 496-8437 E-mail: hans@pacificsilk.net Pacific Silk's counsel can be reached at; Steven T. Gubner, Esq. Brutzkus Gubner 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Tel: (818) 827-9000 Fax: (818) 827-9090 E-mail: sgubner@bg.law (3) Washington Prime Group, Inc. Attn: Stephen E. Ifeduba, Vice President Corporate & Litigation Counsel 180 West Broad Street Columbus, Ohio 43215 Tel: (614) 621-9000 Fax: (614) 521-8863 E-mail: stephen.ifeduba@washingtonprime.com Washington Prime's counsel can be reached at: Ronald E. Gold, Esq. Frost Brown Todd LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio 45202 Tel: (513) 651-6800 Fax: (513) 651-6981 E-mail: rgold@fbtlaw.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About B&B Bachrach, LLC Founded in 1877, the Bachrach was founded by Henry Bachrach, who opened a single store in Decatur, Illinois called "Cheap Charley" to serve the growing population of professional gentlemen who were settling in and developing the Midwest at the time. In 1910, the name of the Company was changed to Bachrach when the word "cheap" began to take on connotations beyond merely a bargain. Over the next century Bachrach evolved as a purveyor of fine men's clothing, becoming a brand widely recognizable across not only the Midwest, but throughout the United States. Bachrach promotes its brand as a menswear experience based upon a European fashion aesthetic, superior customer service and an emphasis on lasting customer relationships. For more information about the Company, please visit its website at bachrach.com B&B Bachrach, LLC dba Bachrach filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-15292), on April 28, 2017, disclosing assets and liabilities ranging from $10 million to $50 million. The Petition was signed by by Brian Lipman, managing member. The case is assigned to Judge Neil W. Bason. The Debtor is represented by Brian L Davidoff, Esq., at Greenberg Glusker Fields Claman Machtinger LLP. Solid Asset Solutions LP, serves as the Debtor's Liquidation Consultant; and Robert Greenspan of Greenspan Consult, Inc., serves as the Debtor's Financial Advisor. BAILEY HILL: Malz to Auction Slater and Bailey Property on June 21 ------------------------------------------------------------------ Bailey Hill Management, LLC, asks the U.S. Bankruptcy Court for the District of Connecticut to authorize the sale of real property located at 963 Bailey Hill Road, East Killingly, Connecticut ("Bailey Property") and at 291 Slater Hill Road, Killingly, Connecticut ("Slater Property") by auction to be conducted by Malz Auctions, Inc. Prior to the Petition Date, on March 10, 2010, Bailey Hill Lending Trust, Pine Banks Nominee Lending Trust and Slater Hill Lending Trust, commenced an action in the Superior Court against the Debtor, Edward R. Eramian and Joel S. Greene ("Superior Court Action"). In the Superior Court Action, the Trusts alleged that the Debtor breached: (i) a promissory note dated Dec. 18, 2005 payable to Bailey Hill Lending Trust in the original principal amount of $2,500,000 ("Bailey Note"); and (ii) a promissory note dated July 27, 2007 payable to Pine Banks Nominee Lending Trust in the original principal amount of $500,000 ("Pine Banks Note"). The Bailey Note was secured by personal guaranty agreements executed by Eramian and Greene and by mortgages on Bailey Property owned by the Debtor and on property owned by Eramian and located at 207 Tracy Road, Dayville, Connecticut ("Tracy Property"). In addition, the Pine Banks Note was secured by personal guaranty agreements executed by Eramian and Greene and by mortgages on the Bailey Property, the Tracy Property and by Slater Property owned by Eramian. On Oct. 5, 2006, Eramian and Greene executed a promissory note in favor of Slater Hill Lending Trust in the original principal amount of $425,000 ("Slater Note") which was secured by a mortgage on the Bailey Property, the Tracy Property and the Slater Property. Subsequent to the commencement of the Superior Court Action, the Trusts, the Debtor, Eramian and Greene entered into a Settlement Agreement, which provided for payments to the Trusts in satisfaction of the debt due under the Notes and further provided that if the Debtor, Eramian and Greene defaulted on the payment schedule, the Trusts were entitled to seek entry of a stipulated judgment of $5,500,000 less credit for any payments made. The Settlement Agreement was later amended to permit an extension of the payment terms. The Debtor, Eramian and Greene defaulted under the payment terms of the Amended Settlement Agreement, and on Oct. 1, 2015, the Superior Court entered judgment in favor of the Trusts and against the Debtor, Eramian and Greene in the amount of $5,309,000. On Oct. 19, 2015, the Debtor, Eramian and Greene filed an appeal of the Judgment in the Connecticut Appellate Court. On Dec. 17, 2015, Eramian transferred his interest in the Slater Property to the Debtor. The Trusts hold the first mortgage on the Bailey Property and Slater Property, and the Debtor has listed the Trusts as an undisputed secured creditor in the amount of $5,309,000. The Trusts also filed a Proof of Claim for $5,309,000 (Proof of Claim No. 5) ("Trusts Claim"). On March 29, 2016, the Trusts filed a Motion to Dismiss arguing that: (i) the case was filed in bad faith; (ii) there is a substantial and continuing loss to the estate; and (iii) the Debtor has no ability to reorganize. The Debtor opposed the Motion to Dismiss, and at the initial hearing on the Motion to Dismiss the Court requested briefing on whether the Debtor qualifies as a "single asset real estate" debtor under Section 101(51B). Subsequently, the Parties participated in a Mediation on Aug. 24, 2016 in Boston and agreed to settlement. The Parties entered into a written settlement agreement, and the Court has approved the Settlement Agreement. On March 9, 2017, the Parties stipulated to modify the Settlement Agreement and postpone the Auction. The Court approved the Stipulation. On May 3, 2017, the Parties stipulated to modify the Settlement Agreement and postpone the Auction. The Court approved the Stipulation. Pursuant to the approval of the Settlement Agreement, the Debtor has agreed to sell the Bailey Property and Slater Property ("Properties") free and clear of liens, claims, and encumbrances on these terms and conditions: a. The Properties are to be sold at auction by Malz, doing business as Maltz Auctions, as approved by the Court; b. The Auction must take place on June 21, 2017 and will close on July 31, 2017 pursuant to the second stipulation of the parties approved by the Court; c. Upon completion of the auction sale, the Trusts will receive all net sale proceeds after payment of the real estate tax claims of Euclid Claims Recovery, LLC, the Town of Killingly, and the East Killingly Tax District ("Real Estate Tax Claims") without further order towards the Trusts Claim up to the amount of $3,425,000; d. Nothwithstanding anything to the contrary set forth, any and all unsecured borrowings by the Debtor from Tracy Road will not be deducted from any sales proceeds received as contemplated; and e. All net sale proceeds will go to the Trusts upon the Closing without further Order of the Bankruptcy Court, except, or included in "net sale proceeds" will be the following expenses or costs: (i) the commission of the Broker, if applicable; (ii) typical adjustments for real estate taxes, including the satisfaction of any outstanding tax liens on the Properties; (iii) typical charges to the seller in a real estate transaction in Windham County for the payment of recording fees, conveyance taxes and similar charges; and (iv) reasonable legal fees, not to exceed $2,500, to counsel for the Debtor related to the real estate closing itself, which fees will be held in escrow pending approval of a fee application, and except lienholders distributions. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Bailey_Hill_186_Sales.pdf To the extent there are net sale proceeds above $3,425,000, such additional funds will be split 50-50% between the Trusts and the Debtor. The Debtor now seeks approval of the Sale Proceeding set forth in the Proposed Order which is the result of cooperation between the auctioneer, the Debtor and the Trusts. The net proceeds will be distributed to these lienholders of record: A. 963 Bailey Hill Road, East Killingly (Killingly), Connecticut a. The tax liens to the East Killingly Fire District are: (i) dated June 10, 2014 and recorded June 11, 2014 in Volume 1274, Page 774; (ii) dated June 15, 2015 and recorded June 16, 2015 in Volume 1288, Page 677; (iii) dated and recorded June 14, 2016 in Volume 1303, Page 481. b. The tax liens to the Town of Killingly are: (i) dated and recorded June 11, 2014 in Volume 1274, Page 783; (ii) dated and recorded June 8, 2015 in Volume 1288, Page 404; (iii) dated and recorded March 10, 2016 in Volume 1299, Page 678; assigned to Euclid Claim Claims Recovery, LLC by Assignment Of Municipal Liens dated June 9, 2016 and recorded in Volume 1303, Page 316 of the Killingly Land Records. B. 291 Slater Hill Road, Killingly, Connecticut a. The tax liens to the Town of Killingly are: (i) $1,915, dated and recorded June 8, 2015, Volume 1288, Page 404; and $986, dated and recorded June 7, 2015, Volume 1303, Page 141. b. The tax liens to East Killingly Fire District are: (i) $143, dated June 10, 2014, recorded June 11, 2014, Volume 1274, Page 774; (ii) $152, dated June 15, recorded June 16, 2015, Volume 1288, Page 677; and (iii) $149, dated and recorded June 14, 2017, Volume 1303, Page 481. Accordingly, the Debtor anticipates that there will be a sale of the Properties free and clear of liens, claims, encumbrances, and interests. About Bailey Hill Management Bailey Hill Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 16-20005) on Jan. 4, 2016. The Hon. Ann M. Nevins presides over the case. Groob Ressler & Mulqueen, P.C., serves as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Edward R. Eramian, managing member of the Debtor. BENITEZ GONZALEZ: Ch. 11 Trustee Hires Christiansen as Broker ------------------------------------------------------------- Wigberto Lugo Mender, the Chapter 11 Trustee of Benitez Gonzalez & Asociados, SE, seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Christiansen Real Estate Inc. dba Christiansen Commercial to act as Debtor's real estate broker. According to the Chapter 11 Trustee, as the petition and schedules show, the Debtor's business operations can be resumed as a multi-unit residential project consisting of 122 residential dwellings located at Arroyo, Puerto Rico. These residential units are leased through a federal reimbursement program to the Municipality of Arroyo. The Debtor scheduled as the aggregate fair market value of these properties the amount of $5,500,000. Christiansen will assist the Chapter 11 Trustee in identifying potential buyers for the residential unit project above mentioned; perform all duties of a real estate broker with respect to the property; and assist in the negotiations and closing of the sale already contracted in accordance with the requirements of the Bankruptcy Court. The proposed real estate broker will be paid for its services from the proceeds of the sale, which buyers are procured through its services, at the rate of 5% of the sale price realized at the time of closing upon approval by the Court and upon such terms and conditions as the Court deems proper and reasonable. Ryan G. Christiansen, president of Christiansen Real Estate, 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. Christiansen Real Estate can be reached at: Ryan G. Christiansen CHRISTIANSEN REAL ESTATE INC. dba Christiansen Commercial American International Plaza 250 Munoz Rivera Avenue, Suite 350 Hato Rey, PR 00918 Tel: (787) 778-7000 E-mail: ryan@christiansencommercial.com Headquartered in San Juan, Puerto Rico, Benitez Gonzalez & Asociados, SE filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-05940) on August 4, 2015. Charles Alfred Cuprill, Esq. serves as bankruptcy counsel. In its petition, the Debtor indicated $0 in total assets and $5.5 million in total liabilities. The petition was signed by Manuel E. Benitez Gonzalez, managing partner. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/prb15-05940.pdf BILTMORE 24: Seeks to Hire Kutak Rock as Real Estate Counsel ------------------------------------------------------------ Biltmore 24 Investors SPE, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Kutak Rock LLP. The Debtor proposes to employ the firm as a professional used in the ordinary course of its business. Kutak Rock will assist the Debtor in transactional real estate work, including negotiating sales contracts, handling all due diligence inquiries and escrow matters, and handling closing of real estate transactions. The hourly rates charged by the firm are: Brian Jordan $400 Senior Partners $325 - $450 Junior Partners $275 - $325 Of Counsel $275 - $325 Associates $200 - $250 Paralegals $80 - $120 Brian Jordan, Esq., a member of Kutak Rock, disclosed in a court filing that his firm does not represent or hold any interest adverse to the Debtor. The firm can be reached through: Brian J. Jordan Kutak Rock LLP 8601 North Scottsdale Road, Suite 300 Scottsdale, AZ 85253 About Biltmore 24 Investors Biltmore 24 Investors SPE, LLC was formed for the purpose of real estate acquisition and ownership. The Debtor is owned by Biltmore 24 Investors, LLC, and is managed by Bruce Gray. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-13358) on Nov. 22, 2016. The petition was signed by Bruce Gray, manager. The case is assigned to Judge Paul Sala. The Debtor hired Mesch Clark Rothschild as substitute counsel to Stinson Leonard Street. At the time of the filing, the Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. On February 20, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. The plan proposes to sell the Debtor's multifamily housing unit, which stands on an eight-acre land in Phoenix, to pay its creditors. BLACK ELK: To Recoup Up to $29.6M From Platinum Partners -------------------------------------------------------- Melissa Daniels, writing for Bankruptcy Law360, reports that the litigation trustee for the defunct Black Elk drilling operation will recover up to $29.6 million from Platinum Partners as part of the Texas bankruptcy court adversary proceeding for claims stemming from the allegedly long-ranging securities fraud scheme. Law360 recalls that Platinum Partners executives were hit with criminal and civil charges in 2016 for allegedly engaging in a years long, $1 billion securities fraud scheme to inflate the value of investments in the Debtor. About Black Elk Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor was represented by Elizabeth E. Green, Esq., of Baker & Hostetler. Blackhill Partners' Jeff Jones served as the Debtor's Chief Restructuring Officer. The Debtors hired Ryan LLC as tax research consultant and Williamson, Sears & Rusnak, LLP as special counsel. Judy A. Robbins, U.S. Trustee for Region 7, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Black Elk Energy Offshore Operations, LLC. Okin & Adams LLP is counsel to the Committee. * * * Black Elk Energy Offshore Operations' Third Amended Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection, according to a report by The Troubled Company Reporter on July 28, 2016. The Court confirmed the Plan on July 13, 2016. BOXWOOD LLC: Wants Plan Exclusivity Period Extended to Jan. 13 -------------------------------------------------------------- Boxwood, LLC, asks the U.S. Bankruptcy Court for the Middle District of North Carolina to extend the exclusive period during which the Debtor may file a plan of reorganization through Jan. 13, 2018. The Debtor has until 120 days after the Petition Date to file a plan. The Debtor submits that cause exists to increase the exclusive periods in the case at hand on the basis that the Debtor needs additional time to formulate, propose and solicit acceptance of a plan. With regard to the size and complexity of the case, the Debtor will show that it was involved in the action titled Yadkin Bank vs. Summit Developers, Inc., B. Clay Linsay Jr., Connie Lindsay, James L. Comadoll, Salisbury Millwork, Inc., Boxwood LLC, and One Twenty LLC, 16-CVS-1550, Wake County Superior Court. In addition, the case is associated with two other pending lawsuits, Yakin Bank vs. Summit Developers, Inc., and B. Clay Lindsay, Jr., Case No. 16-CVS-1549, Wake County Superior Court and Yakin Bank vs. B. Clay Lindsay, Jr., Connie Lindsey, ESB Corporation and BCL One, LLC, 16-CVS-5250, Wake County Superior Court. On April 19, 2017, a notice of removal was filed, removing the Wake County matter to the U.S. District Court for the Eastern District of North Carolina, Western Division, as Civil Case No. 5:17-cv-183. A motion to transfer venue was also filed, seeking to transfer the venue of the action to the U.S. District Court for the Middle District of North Carolina. Yakin Bank's actions are, in essence, for the recovery of loan proceeds, the Debtor says. Also involved in these actions are counterclaims against Yakin Bank's for, perhaps other things, breach of contract, breach of the implied duty of good faith and fair dealing, and breach of fiduciary duty. The Debtor would submit that the issues involved in these actions are paramount to the formulation of a plan of reorganization for the Debtor. With regard to the necessity of sufficient time to permit the Debtor to negotiate a plan, the Debtor would show that the principal assets of the Debtor involve multiple tracts of real property constituting a historical estate property. This property is presently used as a wedding and other special events venue; for corporate retreats and events; and the development of a bed and breakfast service. Prior to the recent decline in the economy, the Debtor principally relied upon on income from a related entity, and it was not strictly necessary to directly market the services presently conducted. The Debtor both directly and through its principal tenant Boxwood Tenant, LLC, has started marketing the venue with increasing success. Additionally, the Debtor now offers some rental items for use at the venue. The bed and breakfast and corporate retreat events are also performed directly through the Debtor to increase revenues. Part of the reorganization of the business necessitates the establishment of a consistent stream of income from the services which the Debtor is actively attempting to build. As with all businesses, it takes time and the Debtor requires additional time for this process. The Debtor would submit that the Debtor's efforts at marketing these operations constitute a factor warranty some allotment of time for the Debtor to formulate and prepare to execute a plan. The Debtor's income consists of rental of a cabin located on the premises, rent paid by the Debtor's principal tenant, the Debtor's availability as a bed and breakfast, and the rental of tables and incidental equipment to event tenants. Pursuant the lease with Boxwood Tenant, LLC, real property lease is accepted with the duty to maintain and manage the property. As a consequence, the Debtor's expenses are substantially limited. The Debtor's expenses presently consists principally of its quarterly report fees, insurance and taxes for the property. The Debtor presently has no standing employees, and the bed and breakfast and related services are provided directly by Clay Lindsay, Jr., and Connie Lindsay as a contribution to assist the potential success of the Debtor. The Debtor anticipates being able to remain current on its obligations. The Debtor says it would show that its efforts at increasing revenue, combined with the contested issues existing in the ongoing action between Yadkin Bank, the Debtor and others, will have a direct impact on the Debtor's ability to produce a confirmable plan. The Debtor believes that negotiations and eventual mediation of the matter will provide a much more effective resolution than will litigation of the issues. The Debtor anticipates progress in negotiations, though the completion of the transfer of the litigation has limited motion somewhat at present. Approximately 94 days have passed since the filing of the Debtor's petition. The Debtor has appeared at the intake interview/meeting, the 341 meets, has been in contact with creditors, and has filed its monthly reports. The Debtor has minimal unsecured debt (aside from sums owed to related entities). Yadkin Bank is not so dependent upon the Debtor as to substantially prejudiced of swayed by a reasonable extension of time in this case. In addition, the Debtor would show that the determination of the outcome of the litigation matters are critical issue for both parties such that the Debtor's request for this extension should not be deemed to be an effort to pressure the creditor into an acceptance of a plan. About Boxwood LLC Headquartered in Salisbury, North Carolina, Boxwood, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 17-50142) on Feb. 13, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by B. Clay Lindsay, Jr., authorized representative. Judge Lena M. James presides over the case. The Debtor listed Yadkin Bank as its unsecured creditor holding a claim of $63,517. Brian Hayes, Esq., Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the case. BRANDON DORTCH: AGCO Finance Objects to Disclosure Statement ------------------------------------------------------------ AGCO Finance LLC filed with the U.S. Bankruptcy Court for the Southern District of Alabama an objection to Brandon Dortch Farms, LLC's disclosure statement, referring to the Debtor's plan of reorganization. AGCO Finance is a holder of a lease agreement dated Jan. 8, 2015, secured by one AGCO Model RG1100B Sprayer S/NA1100CFNSL1158. The lease agreement has a payment schedule of five annual payments of $32,804.44, with the first payment due July 15, 2015. AGCO Finance complains that: a. the Debtor's Disclosure Statement does not address the lease agreement. The Debtor's Plan proposes to accept the lease agreement and modify the terms of the lease agreement without AGCO Finance's approval; b. the Debtor is past due his July 15, 2016 (pre-petition) payment in the amount of $42,583.84; and c. the Debtor's Disclosure Statement is not in AGCO Finance's best interests and was not proposed in good faith. As reported by the Troubled Company Reporter on April 20, 2017, the Debtor filed with the Court the Disclosure Statement to accompany its Plan, dated April 7, 2017. Under the plan, the Debtor will plant, cultivate, harvest, and sell its 2017 crops, and will continue in the farming business. The Debtor will finance its 2017 crops and payments under the plan with a $1 million line of credit with First National Bank & Trust secured by 2017 crop proceeds. AGCO Finance is represented by: S. Dagnal Rowe, Esq. WILMER & LEE, P.A. P.O. Box 2168 Huntsville, Alabama 35804 Tel: (256) 533-0202 Fax: (256) 533-0302 E-mail: drowe@wilmerlee.com About Brandon Dortch Farms Headquartered in Bay Minette, Alabama, Brandon Dortch Farms, LLC, is engaged in the farming business. The Debtor plants, grows and harvests several crops, including cotton, peanuts, corn, soybeans and certain "truck" crops on land owned by the Debtor and on rented land. In order to operate the farm, the Debtor must incur expenses for seed, fertilizer, chemicals, fuel, insurance, land rent, equipment maintenance and repairs, among others. Brandon Dortch Farms filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 15-03885) on Nov. 25, 2015, listing $4.55 million in total assets and $8.23 million in total liabilities. The petition was signed by Timothy Brandon Dortch, managing member. Judge Henry A. Callaway presides over the case. Lawrence B. Voit, Esq., at Silver, Voit & Thompson P.C., serves as the Debtor's bankruptcy counsel. BRANDON DORTCH: Agromax Tries to Block Disclosures Approval ----------------------------------------------------------- Agromax, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Alabama an objection to Brandon Dortch Farms, LLC's disclosure statement, referring to the Debtor's plan of reorganization. Agromax is the holder of a post-petition claim for administrative expenses. Agromax complains that: a. the Debtor's Disclosure Statement states that a holder of the claim will receive cash equal to the amount of the allowed claim; however, the Disclosure Statement does not disclose terms for how soon the payment will be made. Article 5(C) of the Debtor's Disclosure Statement states that the administrative claims of professionals will be paid in full on the effective date. Agromax objects to the Debtor's Disclosure Statement as currently proposed in so far as it does not define any time limitation for the Debtor on paying administrative claims; and b. the Debtor's Disclosure Statement, the Debtor states "the Debtor has filed with the Court monthly and quarterly operating reports which reflect its revenues and expenses during the Chapter 11 case." However, the Debtor's BA-1 Monthly Reports filed since the accrual of Agromax's post- petition claim in June 2016 have all failed to list the post-petition debt to Agromax under the aging of post- petition accounts payable on page 3 of each BA-1 form. As the BA-1 monthly reports are necessary to determine whether a Chapter 11 Debtor-in-Possession has the necessary cash flow to propose a feasible Chapter 11 Plan of Reorganization, the BA-1 reports need to be accurate to paint a clear picture of the Debtor's operations. The fact that the Debtor has incorporated a reference to its monthly reports in the Disclosure Statement shows that the Debtor intends for its creditors to rely on these monthly reports to determine whether the plan is feasible. The Debtor should be required to amend its BA-1 reports from June 2016 to the present to reflect the aging of its account payable to Agromax. As reported by the Troubled Company Reporter on April 20, 2017, the Debtor filed with the Court the Disclosure Statement to accompany its Plan, dated April 7, 2017. Under the plan, the Debtor will plant, cultivate, harvest, and sell its 2017 crops, and will continue in the farming business. The Debtor will finance its 2017 crops and payments under the plan with a $1 million line of credit with First National Bank & Trust secured by 2017 crop proceeds. Agromax is represented by: Robert M. Galloway, Esq. GALLOWAY, WETTERMARK, EVEREST & RUTENS, LLP P.O. Box 16629 Mobile, Alabama 36616-0629 Tel: (251)476-4493 Fax: (251)479-5566 E-mail: bgalloway@gallowayllp.com About Brandon Dortch Farms Headquartered in Bay Minette, Alabama, Brandon Dortch Farms, LLC, is engaged in the farming business. The Debtor plants, grows and harvests several crops, including cotton, peanuts, corn, soybeans and certain "truck" crops on land owned by the Debtor and on rented land. In order to operate the farm, the Debtor must incur expenses for seed, fertilizer, chemicals, fuel, insurance, land rent, equipment maintenance and repairs, among others. Brandon Dortch Farms filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 15-03885) on Nov. 25, 2015, listing $4.55 million in total assets and $8.23 million in total liabilities. The petition was signed by Timothy Brandon Dortch, managing member. Judge Henry A. Callaway presides over the case. Lawrence B. Voit, Esq., at Silver, Voit & Thompson P.C., serves as the Debtor's bankruptcy counsel. BRANDON DORTCH: Diversified Financial Objects to Plan Disclosures ----------------------------------------------------------------- Diversified Financial, LLC, successor by merger to Irrigation Finance Solutions, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Alabama an objection to Brandon Dortch Farms, LLC's disclosure statement, referring to the Debtor's plan of reorganization. The Creditor claims that the Disclosure Statement is not in the Creditor's best interests and was not proposed in good faith. The Creditor is the holder of -- a retail installment contract and security agreement against Timothy Brandon Dortch, secured by one 2013 Model 865/765 T-L 6-Tower Towable Pivot; one 2013 Model T-L 7- Tower Non-Tow Pivot VIN 32158. The Creditor is also the holder of a retail installment contract and security agreement against Timothy Brandon Dortch, secured by one 2013 Model 750 T-L 3-Tower 8Towable Pivot VIN 32381. The Debtor has included the obligations of the Creditor in the Debtor's Disclosure Statement and Plan; -- a retail installment contract and security agreement secured by one 2014 Model TM6R Columbo Peanut Combine VIN 14-278; and one 2014 Model 3S3000HD Great Plains 30' Drill; -- a retail installment contract and security agreement secured by one 2014 Model CTA6500 Columbo Dump Cart VIN 12-264; -- a retail installment contract and security agreement secured by one 2014 Model HR36F Bigham Borthers Hipper Roller VIN 342; The Creditor filed a motion for relief from or in the alternative motion for adequate protection payments on July 27, 2016. A consent order was entered by the Court on Aug. 22, 2016, whereby the Creditor was to be allowed a secured claim on its collateral described in the preceding paragraphs in the amount of $179,708.04 at 4.15% interest. The Debtor was to incorporate the terms of the consent order into the Plan. The Creditor claims that the Debtor's Disclosure Statement doesn't set out the agreed value of the Creditor's collateral in the amount of $179,708.04 at 4.15% interest or the payment terms. TA consent order was entered by the Court on Sept. 16, 2016, whereby the Creditor was o be paid monthly adequate protection payments with the right to address valuation at a separate valuation hearing or at the confirmation hearing. As reported by the Troubled Company Reporter on April 20, 2017, the Debtor filed with the Court the Disclosure Statement to accompany its Plan, dated April 7, 2017. Under the plan, the Debtor will plant, cultivate, harvest, and sell its 2017 crops, and will continue in the farming business. The Debtor will finance its 2017 crops and payments under the plan with a $1 million line of credit with First National Bank & Trust secured by 2017 crop proceeds. The Creditor is represented by: S. Dagnal Rowe, Esq. WILMER & LEE, P.A. P.O. Box 2168 Huntsville, Alabama 35804 Tel: (256) 533-0202 Fax: (256) 533-0302 E-mail: drowe@wilmerlee.com About Brandon Dortch Farms Headquartered in Bay Minette, Alabama, Brandon Dortch Farms, LLC, is engaged in the farming business. The Debtor plants, grows and harvests several crops, including cotton, peanuts, corn, soybeans and certain "truck" crops on land owned by the Debtor and on rented land. In order to operate the farm, the Debtor must incur expenses for seed, fertilizer, chemicals, fuel, insurance, land rent, equipment maintenance and repairs, among others. Brandon Dortch Farms filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 15-03885) on Nov. 25, 2015, listing $4.55 million in total assets and $8.23 million in total liabilities. The petition was signed by Timothy Brandon Dortch, managing member. Judge Henry A. Callaway presides over the case. Lawrence B. Voit, Esq., at Silver, Voit & Thompson P.C., serves as the Debtor's bankruptcy counsel. BROADVIEW NETWORKS: Maturing Notes Raises Going Concern Doubt ------------------------------------------------------------- Broadview Networks Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $653,000 on $71.54 million of revenues for the three-months ended March 31, 2017, compared to a net loss of $160,000 on $71.92 million of revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $207.22 million in total assets, $216.42 million in total liabilities, and a total stockholders' deficit of $9.20 million. As of March 31, 2017, the Company had cash and cash equivalents of $31,039 compared to $24,708 as of December 31, 2016. Management believes the Company will have sufficient cash to repay the outstanding principal of $11,500 on its $25,000 Senior Revolving Credit Facility at its October 1, 2017 maturity date. However, management does not believe the Company will have sufficient cash to repay the principal of $150,000 on its 10.5% Senior Notes New Notes at its November 15, 2017 maturity date. Accordingly, the Company may need to raise additional funds. This uncertainty, coupled with management's belief the Company will not have sufficient cash to repay the principal on its New Notes at its maturity date, raises substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2qMXXo6 Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a communications and IT solutions provider to small and medium sized business ("SMB") and large business, or enterprise, customers nationwide, with a historical focus on markets across 10 states throughout the Northeast and Mid-Atlantic United States, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. CAESARS ENTERTAINMENT: MGC Issues Required Regulatory Approvals --------------------------------------------------------------- BankruptcyData.com reported that in a corporate release, Caesars Entertainment Corporation (CEC) and Caesars Entertainment Operating Company (CEOC) announced that the Mississippi Gaming Commission (MGC) granted required regulatory approvals for CEOC's restructuring. These approvals are important milestones in the ongoing effort to complete CEOC's restructuring. CEC and CEOC continue to engage with their respective regulators in jurisdictions where approvals are required for certain aspects of CEOC's restructuring. In addition to regulatory approvals, CEOC's restructuring is subject to the completion of the merger of Caesars Acquisition Company with and into CEC, certain financing activities, continuing oversight by the U.S. Bankruptcy Court and other customary closing conditions. CECO is a majority owned subsidiary of CEC. 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. CAMBER ENERGY: Discover Fund Files Own TRO & Dismissal Bid ---------------------------------------------------------- Jack Newsham of Bankruptcy Law360 reports that Discover Growth Fund, who lent money to Camber Energy Inc., is asking the district court to allow it to sell its shares in the Company before the Company's "death spiral" whittles the stock price even further. Discover has filed its own request for a restraining order and dismissal motion amid Camber's lawsuit alleging that the fund's conversions were driving Camber into bankruptcy, Law360 relays. Discover asserted, Law360 relates, that it had given Camber a $10 million lifeline when no one else would; but once the fund began converting its debt and exercising its warrants, Camber breached their contracts by refusing to ask the New York Stock Exchange to list the new shares, leaving Discover with no way to sell them as Camber's stock declined, the fund said in its motion to dismiss. The case is Camber Energy Inc. v. Discover Growth Fund, case number 4:17-cv-01436, in U.S. District Court for the Southern District of Texas. About Camber Energy Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil and natural gas in the Austin Chalk and Eagle Ford formations in south Texas, the Permian Basin in west Texas, and the Hunton formation in central Oklahoma. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Dec. 31, 2016, Camber Energy had $71.34 million in total assets, $49.12 million in total liabilities and $22.21 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. CHARLES A. KNIGHT: Proposes to Pay Creditors from Asset Sale ------------------------------------------------------------ Charles A. Knight Inc. has filed a Chapter 11 plan of liquidation, which proposes to pay creditors from the proceeds generated from the sale of its assets. The company will sell most of its assets, which include a gas station and convenience located at 3610 West Road, in Trenton, Michigan. Last month, Charles A. Knight filed a motion, which if granted, would allow the company to sell its assets to Trenton Gas Property LLC for $400,000. Under the plan, Class 4, which consists of general unsecured claims, will not be paid. This class is impaired, according to the company's disclosure statement filed on May 9 with the U.S. Bankruptcy Court for the Eastern District of Michigan. A copy of the disclosure statement is available for free at https://is.gd/tEeqX7 About Charles A. Knight Charles A. Knight Inc., which conducts business under the name Charlie Knight's Marathon Service, is a Michigan corporation, which owns a convenience store and gas station located at 3610 West Road, in Trenton, Michigan. The Debtor was formed in 1984. The Debtor filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-54642), on Oct. 27, 2016. The petition was signed by Charles A. Knight, president. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Phillip J. Shefferly. Peter Steven Halabu, Esq., at Halabu Law Group, P.C. represents the Debtor. The Debtor hired Kohut Law Group PLLC as sale consultant. CHEETAH AUTO: Plan Outline Okayed, Plan Hearing on June 14 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York will consider approval of the Chapter 11 plan of reorganization for Cheetah Auto Collision at a hearing on June 14. The hearing will be held at 1:30 p.m., at Courtroom 860 of the Alfonso M. D'Amato Federal Courthouse, 290 Federal Plaza, Central Islip, New York. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on May 11. The order set a June 7 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. About Cheetah Auto Collision Cheetah Auto Collision sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. N.Y. Case No. 16-74755) on October 14, 2016. The petition was signed by Moises Morales, partner. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. Judge Robert E. Grossman presides over the case. The Debtor is represented by Lester & Associates, P.C. An official committee of unsecured creditors has not yet been appointed in the Debtor's case. CHEROKEE PHARMACY: Taps Harting Bishop as Accountant ---------------------------------------------------- Cherokee Pharmacy & Medical Supply, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Harting, Bishop & Arrendale, PLLC as its accountant. The firm will assist in the preparation of tax returns, monthly financial statements and operating reports, and will advise Cherokee and its affiliates regarding quarterly tax payments. The firm's professionals charge an hourly fee of $175 while non-professionals charge $85 per hour. Tommy Arrendale, a member of Harting, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Tommy Arrendale Harting, Bishop & Arrendale, PLLC 1040 William Way NW Cleveland, TN 37312 Phone: (423) 472-6543 Fax: (423) 472-6544 Email: kelvin@hbapllc.com About Cherokee Pharmacy & Medical Supply Based in Dalton, Georgia, Cherokee Pharmacy & Medical Supply, Inc. and its affiliates filed Chapter 11 petitions (Bankr. E.D. Tenn. Lead Case No. 17-11920) on April 28, 2017. The petition was signed by D. Terry Forshee, president. In its petition, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Shelley D. Rucker presides over the case. David J. Fulton, Esq., at Scarborough & Fulton serves as bankruptcy counsel. CIBER INC: Amends DIP Loan Amount to $45 Million ------------------------------------------------ BankruptcyData.com reported that Ciber Inc. filed with the U.S. Bankruptcy Court an amendment to the final order authorizing the Debtors to (a) use cash collateral; (b) incur post-petition debt and (c) grant adequate protection and provide security and other relief to Wells Fargo Bank. The notice states, "To accommodate a sale closing pursuant to the terms of the HTC APA, the Debtors and Wells Fargo Bank have entered into the Amendment to the Final Order. The Debtors intend to seek Court approval of the Amendment at the hearing scheduled for May 19, 2017." Documents filed with the Court note, "Upon entry of this Order, the Final DIP Order is amended as follows: (a) The date 'May 26, 2017' in the definition of Termination Date in the Final DIP Order is deleted and replaced with the date 'June 9, 2017'.(b) The amount of '$41,000,000' in the definition of DIP Commitment in the Final DIP Order is deleted and replaced with the amount of '$45,000,000.'...(d) The amount of '$41,000,000' in Paragraph 3(c)(i) of the Final DIP Order is deleted and replaced with the amount of '$45,000,000.'...The date of 'May 26, 2017' in Paragraph 3(f)(iii) of the Final DIP Order is deleted and replaced with the date 'June 9, 2017.'... The amount of '$9,000,000' in definition of Permitted Over-advance in the Postpetition Credit Agreement is deleted and replaced with the amount of '$13,000,000.' Section 2.10(c) of the Credit Agreement is amended and restated in its entirety as follows: Borrowers shall pay to Agent, for the ratable benefit of the Lenders, a closing fee (the 'Closing Fee') in an amount equal to $1,450,000, fully earned as of the date of this Agreement, but (1) $400,000 of which was paid immediately upon the closing of this Agreement, (2) an additional $600,000 of which was paid upon entry of the Final Order, (3) an additional $200,000 of which shall be payable upon May 26, 2017, and (4) and an additional $250,000 of which shall be payable upon the Maturity Date." About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. CIBER, Inc., and two other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). The petition was signed by Christian Mezger, chief financial officer. The Debtors disclosed total assets of $334.2 million and total liabilities of $171.9 million as of Sept. 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel. Polsinelli, PC serves as co-counsel while Saul Ewing LLP serves as local counsel. The Debtors also hired Houlihan Lokey as investment banker and financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Prime Clerk LLC as noticing and claims agent. An official committee of unsecured creditors has been appointed in the Chapter 11 case. The committee hired Perkins Coie, LLP as bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and BDO Consulting as financial advisor. CIRCULATORY CENTER: Bank Seeks Ch. 11 Trustee Appointment --------------------------------------------------------- Fifth Third Bank asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to enter an order directing the appointment of a Chapter 11 Trustee for Circulatory Center of West Virginia, Inc. According to bank, the Debtor has not fulfilled its obligations in its bankruptcy procedural undertakings. Hence, the Bank asks the Court not to allow the Debtor the opportunity to continue to remain in control of, and dilute assets of, the Estate and further delay the case. The Bank says it believes and therefore avers that it is in the best interests of the parties, and necessary, to appoint a Chapter 11 Trustee for the Debtor's estate to enable the appointed trustee to assist with the Debtor's ongoing investigation and assist in the resolution of the case. The Movant is represented by: Kirk B. Burkley, Esq. Kerri Coriston Sturm, Esq. BERNSTEIN-BURKLEY, P.C. Suite 2200, 707 Grant Street Pittsburgh, PA 15219 Tel.:(412)456-8108 Fax: (412) 456-8135 E-mail: kburkley@bernsteinlaw.com ksturm@bernsteinlaw.com About Circulatory Center Circulatory Center of West Virginia, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-20211) on January 20, 2017. The petition was signed by Tom Certo, president. The case is assigned to Judge Gregory L. Taddonio. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. The Debtor is represented by Robert O Lampl, Esq. at Robert O Lampl, Attorney at Law. The Office of the U.S. Trustee on March 20, 2017, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Circulatory Center of West Virginia, Inc. CLEVELAND BIOLABS: Incurs $1.7 Million Net Loss in First Quarter ---------------------------------------------------------------- Cleveland Biolabs, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.700 million on $574,974 of revenues for the three months ended March 31, 2017, compared to a net loss of $670,742 on $812,500 of revenues for the three months ended March 31, 2016. The increase in net loss was primarily due to an increase in the non-cash adjustment to the Company's warrant liabilities and decreased revenues and expenses due to the completion of its development contracts with the Russian Federation Ministry of Industry and Trade, which was partially offset by reduced operating costs aligned with its streamlined focus primarily on pursuing a pre Emergency Use Authorization with the U.S. Food and Drug Administration and a Marketing Authorization Application with the European Medicines Agency for entolimod as a medical radiation countermeasure. Cleveland Biolabs reported a net loss attributable to the Company of $2.65 million on $3.51 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $12.63 million on $2.70 million of revenues for the year ended Dec. 31, 2015. "We have incurred cumulative net losses and expect to incur additional losses related to our R&D activities," the Company stated in the report. "We do not have commercial products and have limited capital resources. At March 31, 2017, we had cash, cash equivalents and short-term investments of $13.1 million which, along with the active government contracts described above, are expected to fund our projected operating requirements for at least 12 months beyond the filing date of this Quarterly Report on Form 10-Q. However, until we are able to commercialize our product candidates at a level that covers our cash expenses, we will need to raise substantial additional capital, which we may be unable to raise in sufficient amounts, when needed and at acceptable terms. Our plans with regard to these matters may include seeking additional capital through debt or equity financing, the sale or license of drug candidates, or obtaining additional research funding from the U.S. or Russian governments. There can be no assurance that we will be able to obtain future financing on acceptable terms, or that we can obtain additional government financing for our operations. If we are unable to raise adequate capital and/or achieve profitable operations, future operations might need to be scaled back or discontinued." As of March 31, 2017, Cleveland Biolabs had $13.88 million in total assets, $2.63 million in total liabilities and $11.24 million in total stockholders' equity. Research and development costs for the first quarter of 2017 decreased to $1.4 million compared to $1.9 million for the first quarter of 2016. The reduction in research and development costs is due to completion of the Company's development contract with MPT and was offset, in part, by continued preclinical development along with other drug manufacturing activities associated with its JWMRP contract. General and administrative costs for the first quarter of 2017 decreased to $0.8 million compared to $1.2 million for the first quarter of 2016. This decrease was primarily attributable to reductions in personnel and other operating costs in connection with cost savings efforts to streamline operations. Yakov Kogan, Ph.D., MBA, chief executive officer, stated, "The pursuit of commercialization for entolimod as a medical radiation countermeasure remains our top priority. As previously announced, we are excited to have received agreement from the FDA to commence the in vivo biocomparability study in non-human primates. Following completion of this study and discussion of the study results with the FDA, we expect the agency to resume the review of our pre-EUA dossier." "We are also excited to have received a positive opinion from EMA on our pediatric investigational plan and are diligently working on assembling our MAA for submission to EMA," added Dr. Kogan. A full-text copy of the Form 10-Q is available for free at: https://is.gd/TEKekK About Cleveland BioLabs Cleveland BioLabs, Inc. (NASDAQ: CBLI) is a biopharmaceutical company developing novel approaches to activate the immune system and address serious unmet medical needs. The Buffalo, New York-based company's proprietary platform of toll-like immune receptor activators has applications in radiation mitigation, oncology immunotherapy and vaccines. COEUR MINING: S&P Assigns 'BB-' Rating on $250MM Sr. Unsec. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Chicago-based gold and silver miner Coeur Mining Inc.'s proposed $250 million senior unsecured notes due 2024, issued as part of a refinancing transaction. The recovery rating on the notes is '3', which indicates S&P's expectation for meaningful (50%-70%; rounded estimate 65%, capped) recovery in the event of a payment default. S&P views the proposed transaction as credit neutral. The company will use the proceeds to repay the $178 million outstanding balance of its senior unsecured notes due 2021 and fees and expenses related to the transaction. The rest of the proceeds will be used for general corporate purposes. S&P's 'BB-' corporate credit rating is unchanged. The outlook is stable. RECOVERY ANALYSIS Key Analytical Factors -- S&P's recovery analysis assumes a capital structure that includes the proposed $250 million senior unsecured notes due 2024 and an unrated $12 million asset-based lending (ABL) revolving facility under a foreign subsidiary. -- S&P's simulated default scenario contemplates a combination of a severe decline in gold and silver prices and higher mining costs. S&P's scenario also contemplates that the company's operating costs could increase as a result of greater regulatory pressure and mining disruptions. Facing declining revenues and margin compression, the company finds itself funding operating losses, potential closure costs, and debt service with available cash. Eventually, the company's liquidity and capital resources become strained to the point where it cannot continue to operate absent a bankruptcy filing. -- S&P assigned a '3' recovery rating to the company's notes following a review of its recovery profile, which reflects S&P's view that creditors would experience meaningful (50% to 70%; rounded estimate 65%) recovery, under S&P's default scenario. S&P caps the recovery rating on the unsecured debt at '3', based on the potential for higher priority debt being added before default and thereby reducing noteholders' recovery prospects. -- S&P estimates a gross recovery value of about $360 million, assuming an emergence EBITDA of $72 million and an EBITDA multiple of 5x, which is in line with upstream metals and mining companies. -- S&P's recovery analysis also assumes that at default the company would have accrued but unpaid six-month interest on the notes, taking the total claims at the point of default to $258 million. Also, S&P believes that there would be a 60% draw on the foreign ABL revolving facility at the point of default. Simulated Default and Valuation Assumptions -- Simulated year of default: 2021 -- EBITDA at emergence*: $72 million -- Implied enterprise value multiple: 5x -- Gross enterprise value: $360 million Simplified Waterfall -- Net enterprise value (after 5% administrative costs): $342 million -- Domestic (obligor)/foreign (nonobligor) valuation split: 90%/10% -- Estimated priority claims (foreign revolving facility, capital leases): $52 million -- Estimated net enterprise value available for unsecured debt: $290 million -------------------------- -- Estimated senior unsecured claims: $258 million -- Senior unsecured notes recovery: 50%-70% (rounded estimate: 65%; capped) -- Senior unsecured notes rating: 'BB-' * Calculation of EBITDA at emergence: $72 million (assumed interest and term loan amortization due in default year: $18 million; minimum capital expenditure assumption: $39 million; cyclicality adjustment: $9 million; operational adjustment: $6 million). Ratings List Coeur Mining Inc. Corporate Credit Rating BB-/Stable New Rating Coeur Mining Inc. $250 mil sr unsec notes due 2024 BB- Recovery Rating 3(65%) COMMUNITY CHOICE: Reports $8.36 Million Net Loss for First Quarter ------------------------------------------------------------------ Community Choice Financial Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.36 million on $85.35 million of total revenues for the three months ended March 31, 2017, compared to net income of $55.80 million on $107.55 million of total revenues for the three months ended March 31, 2016. As of March 31, 2017, Community Choice had $366.7 million in total assets, $399.4 million in total liabilities, and a total stockholders' deficit of $32.65 million. "We have historically funded our liquidity needs through cash flow from operations and borrowings under our revolving credit facilities and subsidiary notes," the Company stated in the filing. "We believe that cash flow from operations and available cash, together with availability of existing and future credit facilities, will be adequate to meet our liquidity needs for the foreseeable future. Beyond the immediate future, funding capital expenditures, working capital and debt requirements will depend on our future financial performance, which is subject to many economic, commercial, regulatory, financial and other factors that are beyond our control. In addition, these factors may require us to pursue alternative sources of capital such as asset-specific financing, incurrence of additional indebtedness, or asset sales." During the three months ended March 31, 2017, net cash provided by operating activities was $21.7 million compared to $35.7 million during the prior year comparable period, a decrease of $14.0 million. Cash flows from operating activities decreased primarily due to the decline in net income, net of the non-cash impact of gain on debt extinguishment. During the three months ended March 31, 2017, net cash used in investing activities was $3.7 million. The primary uses of cash were loan originations of $2.7 million and $1.0 million in capital expenditures. During the three months ended March 31, 2016, net cash used in investing activities was $8.1 million, primarily attributable to loan originations and capital expenditures. During the three months ended March 31, 2017, net cash used in financing activities was $2.5 million. The primary use of cash was $2.3 million in payments on lines of credit. During the three months ended March 31, 2016, net cash used in financing activities was $17.9 million, primarily due to repurchases of senior secured notes partially offset by proceeds from subsidiary notes and draws on lines of credit. A full-text copy of the Form 10-Q is available for free at: https://is.gd/l5lbsG About Community Choice Financial Dublin, Ohio-based Community Choice Financial Inc. -- http://www.ccfi.com/-- is a retailer of financial services to unbanked and underbanked consumers through a network of 507 retail storefronts across 12 states and are licensed to deliver similar financial services over the internet in 32 states. CCFI focuses on providing consumers with a wide range of convenient financial products and services to help them manage their day-to-day financial needs including consumer loans, check cashing, prepaid debit cards, money transfers, bill payments, and money orders. Community Choice reported a net loss of $70.01 million for the year ended Dec. 31, 2015, following a net loss of $52.06 million for the year ended Dec. 31, 2014. * * * The TCR reported on April 21, 2017, that S&P Global Ratings affirmed its issuer credit rating on Community Choice Financial Inc. (CCFI) at 'CCC'. The outlook remains negative. S&P said an upgrade is unlikely over the next 12 months. However, S&P could revise the outlook to stable if there is reduced refinancing risk, the pending CFPB regulations are less stringent than expected, and the company is able to improve its operational performance. As reported by the TCR on Feb. 11, 2016, Moody's Investors Service affirmed Community Choice Financial's 'Caa1' corporate family rating. Moody's affirmation of Community Choice's ratings reflects the company's meaningfully reduced leverage as a result of its recently announced debt repurchases at a substantial discount. CONSTELLATION ENTERPRISES: $1.25M Unsecured Claims Pool Denied -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court denied approval of a settlement between Constellation Enterprises, its official committee of unsecured creditors, the purchaser and the ad hoc noteholder group. As previously reported, "The Settlement before the Court marks a watershed moment in these cases. Since the Petition Date, nearly four (4) months ago, the Debtors have used their best efforts to broker a settlement between the key constituents in these cases. As the Settlement demonstrates, the efforts of the Settlement Proponents have paid off. The proposed Settlement provides the holders of general unsecured claims -- a constituency which was indisputably out of the money when these cases began -- with a pro rata share of $1.25 million, and the potential of additional recoveries based on the outcome of the potential prosecution of certain transferred claims and causes of action. Without the Settlement, this result would likely be unobtainable. The Settlement also helps clear a path to a final disposition of these cases, as it eliminated potential and actual objections to the Sale Motion, and resolves the Creditors' Committee's objections to the DIP Motion. Absent the Settlement, it is likely that the Parties would have continued to litigate these matters potentially to the detriment of the Debtors and their estates and creditors." Commonwealth of Puerto Rico Committee Sought Cesar Castillo (CCI) filed with the U.S. Bankruptcy Court a motion requesting Court appointment of an official unsecured creditors' committee. CCI is listed on Schedule B to the petition with an unsecured claim of $6,008,917.52. The motion explains, "As noted in Debtor's Petition, CCI is listed as one of Debtor's twenty largest unsecured Creditors. Pursuant to 11 U.S.C. 1102(a)(1), made applicable to this proceeding by Title III, Section 301 of PROMESA, as soon as practicable after the Order of relief has been entered, the U.S. Trustee shall appoint a committee of creditors holding the largest unsecured claims. Title III, Section 304(c) of PROMESA provides that the commencement of a case under PROMESA does constitute an order for relief. In view of the foregoing, CCI hereby informs the Court of its availability and willingness to serve in the unsecured creditors' committee, and requests the Court to order the appointment of an Unsecured Creditors Committee." About Constellation Enterprises Constellation Enterprises LLC, through its subsidiaries, manufactures custom engineered metal components for various end markets such as rail transportation, oil and gas, general industrial, nuclear, aerospace, and small gas engine markets. The company was incorporated in 1996 and is based in Caldwell, Texas. Constellation Enterprises LLC and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on May 16, 2016. William Lowry, chief financial officer, signed the petitions. Constellation Enterprises estimated assets between $1 million and $10 million and debt between $100 million and $500 million. Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L. Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Conway Mackenzie Management Services LLC is the Debtors' crisis management & restructuring services provider. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing agent. CONSTELLATION ENTERPRISES: Court Junks Pact With Committee, et al. ------------------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has denied approval of Constellation Enterprises LLC, et al.'s settlement with the Official Committee of Unsecured Creditors, the purchaser and the Ad Hoc Noteholders Group dated Sept. 8, 2016. Jeff Montgomery, writing for Bankruptcy Law360, reports that the dismissal plan would have left behind a general unsecured creditor litigation trust armed with cash and lawsuit rights contributed to it by CE Star Holdings LLC, a company formed by the secured noteholders. Law360 relates that CE Star purchased most of the Debtors' metal and plastic fabrication plant assets in 2016 in a deal that also gave it the rights to sue. The report says that under that settlement, those rights would be contributed to the unsecured creditor trust, despite complaints that other creditors with higher-priority claims would get little or nothing under the trust's rules. According to Law360, two other creditor groups, the Office of the U.S. Trustee and the IRS challenged the settlement and dismissal, claiming that the agreement flew in the face of the Supreme Court's In re: Jevic Holding decision, seen as sharply restricting agreements with priority-skipping features. Law360 shares that Marcos A. Ramos, Esq., at Richards Layton & Finger PA, the attorney for the Debtors, said there was no decision yet on next steps. "The Debtors will review the ruling and move from there," the report quoted Mr. Ramos as saying. About Constellation Enterprises Constellation Enterprises LLC, through its subsidiaries, manufactures custom engineered metal components for various end markets such as rail transportation, oil and gas, general industrial, nuclear, aerospace, and small gas engine markets. The company was incorporated in 1996 and is based in Caldwell, Texas. Constellation Enterprises LLC and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on May 16, 2016. William Lowry, chief financial officer, signed the petitions. Constellation Enterprises estimated assets between $1 million and $10 million and debt between $100 million and $500 million. Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L. Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Conway Mackenzie Management Services LLC is the Debtors' crisis management & restructuring services provider. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing agent. CORE EDUCATIONAL: Seeks to Hire Ram Associates as Accountant ------------------------------------------------------------ Core Educational & Consulting Solutions Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an accountant. The Debtor proposes to hire Ram Associates to prepare its monthly operating reports and income tax returns, and provide other accounting services related to its Chapter 11 case. The hourly rates charged by the firm are: PK Ramachandran $250 Saji Machew $175 Paul Oliver $150 Ashwini Porekh $75 PK Ramachandran, a certified public accountant, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: PK Ramachandran Ram Associates 3240 E. State Street Ext. Hamilton, NJ 07619 Phone: 609-631-9552 About Core Educational & Consulting Solutions Based in Princeton, New Jersey, Core Education & Consulting Solutions Inc. filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-14992) on March 15, 2017. In its petition, the Debtor estimated $0 assets and $2.95 million in liabilities. The petition was signed by Nikhil C. Morsawala, director. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege Neumann Fischer & Shaver, LLC, serves as bankruptcy counsel. The Debtor hired Thayer O'Neal Company, LLC, as appraiser. CPS STAFFING: Bankruptcy Administrator Objects to Plan Outline -------------------------------------------------------------- The Bankruptcy Administrator for the Northern District of Alabama filed with the U.S. Bankruptcy Court for the Northern District of Alabama an objection to Uchenna G. Ifediba's disclosure statement referring to the Debtor's plan of reorganization. The Bankruptcy Administrator complains that: 1. the Disclosure Statement does not provide sufficient information regarding how the Debtor proposes to pay her domestic relations attorney, Laura Susan Burns; 2. the Disclosure Statement fails to provide for the payment/treatment of the scheduled unsecured claim of Bank of America in the amount of $339. Although Bank of America did not file an unsecured claim, the claim was included on Schedule F of the Debtor's bankruptcy petition and schedules and was not listed as contingent, unliquidated, or disputed; 3. Article VI, Paragraph 6.1 of the Plan makes a reference to Exhibit B of the Disclosure Statement. Upon information and belief, the Bankruptcy Administrator asserts that the reference should actually be to Exhibit A of the Disclosure Statement; and 4. the Plan appears to violate the absolute priority rule. The Bankruptcy Administrator recognizes that a violation of the absolute priority rule is a confirmation issue. However, the Bankruptcy Administrator has elected to raise that issue now so as to give the plan proponent an opportunity to address as early as possible a potential violation of the absolute priority rule. About CPS Staffing Headquartered in Houston, Texas, joint debtors Uche G. Kanu, aka Uche Godson Kanu, aka Uchenna Kanu, and Laura Kanu, dba CPS Staffing, dba CP&S Staffing, filed for Chapter 11 bankruptcy protection (Bankr. Case No. 10-35458) on July 2, 2010, estimating its assets at between $500,001 and $1 million and its debts at between $1 million and $10 million. Judge Marvin Isgur presides over the case. Peter Johnson, Esq., at the Law Offices of Peter Johnson, serves as the Debtor's bankruptcy counsel. CREATIVE REALITIES: Posts $406,000 Net Income for First Quarter --------------------------------------------------------------- Creative Realities, Inc., recognized net income from operations of $406,000 on $6.41 million of total sales for the three months ended March 31, 2017, compared to a net loss from operations of $1.76 million on $2.43 million of total sales for the three months ended March 31, 2016. The Company's balance sheet at March 31, 2017, showed $24.19 million in total assets, $17.93 million in total liabilities, $3.68 million in convertible preferred stock and $2.58 million in total shareholders' equity. As of March 31, 2017, the Company had cash and cash equivalents of $3.40 million and a working capital deficit of $7.33 million. The Company has incurred net losses and negative cash flows from operating activities for the years ended Dec. 31, 2016, and 2015. In March 2017, the Company received a letter from its lender, Slipstream Communications, LLC, a related party, addressing their intent to extend the maturity date for our debt to May 30, 2018. Management believes that due to the expected extension of its debt maturity date, its current cash balance and its operational forecast and liquidity projection for 2017, the Company can continue to meet its obligations and operate as a going concern through at least May 2018. A full-text copy of the Form 10-Q is available for free at: https://is.gd/AlYUm1 About Creative Realities, Inc. Creative Realities, Inc., is a Minnesota corporation that provides innovative shopper marketing and digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. Creative Realities have expertise in a broad range of existing and emerging shopper and digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Its technology and solutions include: digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable its customers to transform how they engage with consumers. Creative Realities reported a net loss attributable to common shareholders of $6.37 million on $13.67 million of total sales compared to a net loss attributable to common shareholders of $8.31 million on $11.47 million of total sales for the year ended Dec. 31, 2015. DAVID J. THOMPSON: Unsecureds to Get 100% in 3 Years or 50% ----------------------------------------------------------- Unsecured creditors of David J. Thompson Mailing Corp. will receive either half or the full amount of their claims under the company's proposed Chapter 11 plan. Under the plan, Class 2 unsecured creditors will receive, upon their election, either 50% of their allowed claims on the effective date of the plan, or 100% of their claims to be paid over three years in equal semi-annual installments. In the event a Class 2 creditor does not elect an option for the treatment of its unsecured claim, such creditor will automatically be deemed to have elected to receive 50% of its claim on the effective date. Thompson estimates the total amount of Class 2 unsecured claims at approximately $196,543. The company, which will act as disbursing agent, will satisfy its obligations under the plan through its cash availability, availability of First Keystone Community Bank's bankruptcy loan, and the cash infusion of the sum of $15,000 by its president David Thompson, according to the company's disclosure statement filed on May 11 with the U.S. Bankruptcy Court for the Middle District of Pennsylvania. A copy of the disclosure statement is available for free at https://is.gd/8Vq5nf Thompson is represented by: Clifford A. Katz, Esq. Teresa Sadutto-Carley, Esq. Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP 475 Park Avenue South, 18th Floor New York, NY 10016 Phone: (212) 593-3000 About David J. Thompson Mailing Corp. David J. Thompson Mailing Corp. is one of the largest employers in Bloomsburg, Pennsylvania, employing between 225 and 275 workers, many of whom reside in the local community. The Debtor personalizes the mail with names, addresses and various forms of context within the mail, pieces which are then assembled on its production floor and prepared for mailing throughout the United States. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 14-00237) on January 21, 2014. The petition was signed by David J. Thompson, president and CEO. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge John J. Thomas. DELIVERY AGENT: Court Delays Ruling on Discovery Request -------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that the U.S. Bankruptcy Court for the District of Delaware deferred a decision on the Official Committee of Unsecured Creditors' request for discovery from Delivery Agent Inc.'s directors until a motion to convert the case to Chapter 7 has been decided. 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. EB HOLDINGS II: Says Involuntary Case Improper, Meritless --------------------------------------------------------- EB Holdings II, Inc., issued a statement following the filing of an involuntary Chapter 11 petition against the company by creditors owed under a EUR600 million loan. The Company recounts that on Aug. 26, 2016, the GoldenTree Group filed a lawsuit in Nevada State Court in Las Vegas, making numerous, unfounded accusations against EB Holdings II, Inc., Howard M. Meyers, Albert P. Lospinoso, Eco-Bat Technologies Limited, Quexco Inc. and RSR Corporation. On November 29, 2016, Eco-Bat Technologies Limited, Quexco Inc. and RSR Corporation were dismissed from the lawsuit. Howard Meyers, President of EB Holdings II, Inc. stated, "The GoldenTree Group embarked on a course of action in Nevada and after filing the initial complaint, the GoldenTree Group continued as late as last week to file further lawsuits with the Nevada State Court which are, we believe, unsubstantiated and untruthful." Further Howard Meyers stated, "Clearly disappointed with decisions made by the presiding Judge in Nevada State Court and fearful of the scheduled trial date in April 2018 to adjudicate the collectability of EB Holdings II, Inc.'s debt, and after failing to reach agreement during extensive settlement negotiations over the past several months, the GoldenTree Group filed yesterday, May 18, 2017; an Involuntary Petition in Federal Bankruptcy Court against EB Holdings II, Inc. We are of the opinion this additional lawsuit seeks to forum shop and circumvent the State Court proceedings." "We believe the petitioning creditors in the Nevada case -- GoldenTree, Kneiff Tower, Mount Kellett, Grace Bay, and Arvo -- have taken to bankruptcy court to avoid the consequences of their own state court lawsuit in Las Vegas," Mr. Meyers said. "Knowing they could not properly call a default under the credit agreement to which they are purportedly parties, these funds lodged meritless claims in their state court lawsuit in an effort to improperly accelerate the debt." Mr. Meyers continued, "Improper acceleration has consequences: the GoldenTree Group's actions have resulted in defenses and counterclaims disputing the entire balance of the loan. Not only have these defenses and counterclaims withstood three separate dismissal motions, the Nevada State Court has determined that they raise genuine issues of material fact. We believe that in an attempt to avoid facing discovery, the funds have now commenced an improper involuntary chapter 11 case. EB Holdings II, Inc. will vigorously defend against the involuntary petition." The involuntary case or the state court litigation against EB Holdings, Inc. is not expected to have an operational impact on its operating subsidiary, Eco-Bat Technologies Limited. Mr. Meyers said, "The company remains singularly focused on serving its stakeholders across the globe." About EB Holdings II Based in Carson City, Nevada, EB Holdings II, Inc. owns 87% of the interests in Eco-Bat Technologies Ltd, which produces lead, other metals and plastics. Eco-Bat Technologies is the largest producer of lead in the world and is based in the East Midlands of the United Kingdom. EB Holdings and Eco-Bat are affiliated with Quexco, Inc., which are Quexco Incorporated, which manufactures and distributes recycled metals in the United States and Europe. Howard M. Meyers is president of EB Holdings II and is chairman and executive officer of Quexco Inc. Alleged creditors filed an involuntary Chapter 11 petition against EB Holdings II, Inc. (Bankr. D. Nev. Case No. 17-12642) on May 18, 2017. The Hon. Mike K. Nakagawa is the case judge. The involuntary petition was filed by (i) GLAS USA LLC, as administrative agent, on behalf of all lenders under the PIK loan, and (b) six beneficial holders of the PIK Loan comprising the ad hoc group of lenders ("PIK Lender Group"), who holds 7&% of the amount outstanding under the PIK Loan. They assert that EB Holdings owe at least EUR1.8 billion, based on a EUR600 million pay-in-kind note that matured March 31, 2017. The PIK Lender Group is comprised of GoldenTree Asset Management LP, Alcentra Limited, Fortress Investment Group/Mount Kellet Capital Management, HIG Capital International Advisors LLP/Bayside Capital, Sound Point Capital Management LP, and Varde Partners Europe Limited. Glas USA LLC is represented by Matthew C. Zirzow, Esq., at Larson & Zirzow, as well as Andrew N. Goldman, Esq., Charles C. Platt, Esq., Michael A. Guippone, Esq., and Benjamin W. Loveland, Esq. at Wilmer Cutler Pickering Hale and Dorr LLP. Lenders Goldentree, et al., are reprsented by Brett A. Axelrod, Esq., at Fox Rothschild LLP, and Paul M. Basta, Esq., at Kirkland & Ellis LLP. Attorneys for alleged debtor EB Holdings II are Gregory E. Garman, Esq., Talitha Gray Kozlowski, Esq., and Gabrielle A. Hamm, Esq., at Garman Turner Gordon LLP. EB HOLDINGS II: Sent to Chapter 11 After Non-Payment of EUR1.8B --------------------------------------------------------------- Creditors have filed an involuntary Chapter 11 petition against debtor EB Holdings II, Inc., after the nonpayment of EUR1.8 billion in principal and accrued interest owing on a pay-in-kind loan that allegedly matured March 31, 2017. The involuntary petition was filed by (i) GLAS USA LLC, as administrative agent, on behalf of all lenders under the PIK loan, and (b) six beneficial holders of the PIK Loan comprising the ad hoc group of lenders ("PIK Lender Group"), who holds 7&% of the amount outstanding under the PIK Loan. The PIK Lender Group is comprised of GoldenTree Asset Management LP, Alcentra Limited, Fortress Investment Group/Mount Kellet Capital Management, HIG Capital International Advisors LLP/Bayside Capital, Sound Point Capital Management LP, and Varde Partners Europe Limited. Pursuant to a PIK Loan Agreement, lenders agreed to loan EUR600,000,000 to the Debtor for certain corporate purposes at a payment-in-kind (PIK) interest rate of 11%, with principal and interest to be repaid no later than March 31, 2017. There are currently a total of approximately 61 lenders who are participating in the PIK Loan. GLAS USA LLC was appointed on May 17, 2017 to succeed Credit Suisse AG, London Branch, after the latter resigned. The Debtor failed to repay the principal and interest on the PIK Loan on March 31, 2017, when the loan matured. Thus, an Event of Default occurred and is continuing under Section 4.01(b) of the Credit Agreement. The aggregate amount currently owing on the past-due PIK Loan is at least EUR1.8 billion, based on the EUR600,000,000 original principal amount plus accrued interest. In addition to claims for unpaid principal and interest (including default interest), the Administrative Agent also has claims against the Debtor for, among other things, fees and expenses owed in connection with the PIK Loan Agreement. The Debtor has advised that it is unable to repay the principal and interest that is due and payable on this overdue loan, and thus the PIK Loan is in default. The Debtor has not identified any assets that it owns that would be sufficient to repay the amount of principal and interest that is due and payable. In light of the continuing Event of Default, the Debtor's inability to repay the PIK Loan, and the Debtor's failure to voluntarily commence an appropriate proceeding to address its outstanding debt obligations, the Administrative Agent (as agent for all of the PIK Lenders) and the PIK Lender Group have filed this involuntary petition to enforce their separate and independent rights as finance parties under the PIK Loan Agreement, and to protect the interests of the PIK Lenders as a whole. A status conference regarding the involuntary petition will be held on June 21, 2017, at 9:30 a.m. before the Honorable mike k. Nakagawa. If the Debtor fails to respond to the summons, an order for relief under Chapter 11 of the Bankruptcy Code will be entered, according to the summons served by the bankruptcy clerk. About EB Holdings II Based in Carson City, Nevada, EB Holdings II, Inc. owns 87% of the interests in Eco-Bat Technologies Ltd, which produces lead, other metals and plastics. Eco-Bat Technologies is the largest producer of lead in the world and is based in the East Midlands of the United Kingdom. EB Holdings and Eco-Bat are affiliated with Quexco, Inc., which are Quexco Incorporated, which manufactures and distributes recycled metals in the United States and Europe. Howard M. Meyers is the president of EB Holdings II and the chairman and executive officer of Quexco Inc. The involuntary case is In re EB Holdings II, Inc. (Bankr. D. Nev. Case No. 17-12642). Glas USA LLC is represented by Matthew C. Zirzow, Esq., at Larson & Zirzow, as well as Andrew N. Goldman, Esq., Charles C. Platt, Esq., Michael A. Guippone, Esq., and Benjamin W. Loveland, Esq. at Wilmer Cutler Pickering Hale and Dorr LLP. Lenders Goldentree, et al., are reprsented by Brett A. Axelrod, Esq., at Fox Rothschild LLP, and Paul M. Basta, Esq., at Kirkland & Ellis LLP. Attorneys for alleged debtor EB Holdings II, Inc., can be reached at: GARMAN TURNER GORDON LLP Gregory E. Garman, Esq. Talitha Gray Kozlowski, Esq. Gabrielle A. Hamm, Esq. 650 White Drive, Suite 100 Las Vegas, NV 89119 Tel: (725) 777-3000 Fax: (725) 777-3112 EIA TROPICAL: Unsecured to Recover 8%, Plus 4.25% in 60 Months -------------------------------------------------------------- EIA Tropical LLC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement dated May 10, 2017. Class 4 General Unsecured Class -- totaling $7,275.93 -- are impaired by the Plan. The holders are expected to recover 8%. The Debtor expects to pay $582.07 in principal, plus 4.25% interest in 60 monthly installments of $10.78 each, commencing on the effective date of the Plan. Payments and distributions under the plan will be funded by the Debtor's operations. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-05552-46.pdf About EIA Tropical, LLC EIA Tropical, LLC, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-05552) on July 12, 2016. The petition was signed by Edwin Rosario-Rodriguez. The Debtor is represented by Hector Eduardo Pedrosa-Luna, Esq., at the Law Offices of Hector Eduardo Pedrosa Luna. At the time of filing, the Debtor had less than $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. EMMIS COMMUNICATIONS: S&P Raises CCR to 'B-' on Pending Asset Sale ------------------------------------------------------------------ S&P Global Ratings said that it raised its corporate credit rating on Indianapolis-based radio broadcasting company Emmis Communications Corp. to 'B-' from 'CCC'. The rating outlook is stable. Emmis Communications has entered into a definitive agreement to sell its Los Angeles-based KPWR 105.9 radio station to Meruelo Group for $82.75 million, pending The Federal Communications Commission (FCC) approval. It plans to use the proceeds to repay debt. This agreement satisfies the asset-sale requirement under the company's amended credit agreement and will decrease its leverage to the mid-4x area, which U.S. radio broadcaster Emmis has entered into a definitive agreement to sell its Los Angeles-based KPWR 105.9 radio station to Meruelo Group for $82.75 million, pending The Federal Communications Commission (FCC) approval. It plans to use the proceeds to repay debt. This agreement satisfies the asset-sale requirement under the company's amended credit agreement and will decrease its leverage to the mid-4x area, which S&P believes will significantly reduce its refinancing risk believe will significantly reduce its refinancing risk. At the same time, S&P raised its issue-level rating on the company's $205 million senior secured credit facility to 'B+' from 'CCC+' and revised the recovery rating to '1' from '2'. The credit facility comprises a $185 million term loan due 2019 and a $20 million revolver due 2018. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) of principal in the event of a payment default. "The upgrade reflects our expectation that Emmis' sale of most of its publishing business and its agreement to sell its Los Angeles (LA)-based KWPR 105.9 radio station to Meruelo Group for $82.75 million, pending The Federal Communications Commission (FCC) approval," said S&P Global Ratings' credit analyst Scott Zari. The sales will significantly lower the company's leverage and greatly improve its ability to successfully refinance its senior secured credit facility before the July 18, 2018, deadline under its amended credit agreement. Pro forma for the radio station sale and debt repayment, S&P expects Emmis' adjusted leverage to decline to about 4.7x and its cash flow to debt to increase to about 8%-10% in fiscal 2018. "We no longer expect any specific events of default over the next 12 months because the company's sale of its LA-based radio station satisfies the asset-sale agreement under the recent amendment to its credit agreement," said Mr. Zari. "Although the company is still required to refinance its senior secured credit facility by July 18, 2018, we believe the significantly reduced senior secured debt as a result of the asset sales will reduce the risk associated with this requirement." The stable rating outlook reflects S&P's expectation that Emmis' organic revenue trends will stabilize and its EBITDA margin will improve in its fiscal year ending Feb. 28, 2018, due to the divestiture of its publishing segment. The outlook also reflects S&P's expectation that the company will refinance its senior secured credit facility well before its July 2018 deadline under its amended credit agreement. S&P could lower the corporate credit rating if it no longer believes the company will be able to refinance its senior secured credit facility over the next 12 months. S&P could also lower the rating if the radio assets' operating performance deteriorates or if the company increases spending in its emerging technology segment without any offsetting revenue growth, leading to cash flow declining to break-even levels. Although unlikely at this time, S&P could raise the rating if Emmis generates strong organic growth in its radio business and improves the profitability of its emerging technology segment, leading to S&P's expectation that leverage will be sustained well below 4x. ERATH IRON: Hires Gillett & Company as Consultant ------------------------------------------------- Erath Iron and Metal, Inc., et al., seek permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Gillett & Company, LLC as consultant. The Debtors require Gillett to: a. review the assets owned by Erath, supported by the work performed by the firm and their financial advisors; b. review the financial performance of the businesses that make up the overall operations of Erath, supported by the work performed by the Erath and their financial advisors; c. discuss with secured creditors regarding their secured claims and collateral; d. confirm from secured creditors regarding inclusion of their collateral in the "Going Concern Liquidation;" e. develop a one-page teaser describing the assets owned by Erath and its historical financial performance; f. contact potential purchasers of the Erath assets, focusing solely on purchasers interested in buying the assets as part of the "going concern" strategy (marketing focus will be on those potential purchasers with operations in Texas and any neighboring states); g. for interested parties, a) develop a more comprehensive list of the assets available for sale at each location; b) host site visits; c) encourage and solicit detailed bids; d) receive bids; and e) review bids with potential purchasers to access their ability to close and the timing required; h. determine whether to hold a final round of bidding; i. hold a final round of bidding, if necessary; and j. present the highest and best offer to the Court for approval. The Debtors agree to pay Gillett: i. Upon the first day of the engagement by wire transfer, a nonrefundable Advisory Fee of $25,000, which is being paid to cover a portion of the professional time spent working on behalf of the Debtors to be recouped from sale proceeds and a $6,000.00 expense retainer, plus ii. Upon the closing of a liquidation of the assets, a Consulting/Bonus Fee equal to: a) 9.75% of the first $3,000,000 in Consideration; plus b) 6.50% of the next $3,000,000 in Consideration, if any; plus c) 3.25% of all Consideration over $6,000,000, if any. Daniel Gillett, managing director of Gillett & Company, 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 Debtors and their estates. Gillet may be reached at: Daniel Gillett Gillett & Company, LLC 1910 Pacific Avenue, Suite 5060 Dallas, TX 75201 Tel: (214) 228-8732 About Erath Iron and Metal Based in Stephenville, Texas, Erath Iron and Metal, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.Tex. Case No. 17-40693) on Feb. 22, 2017. The petition was signed by Nicolle Boyd, president. The case is assigned to Judge Mark X. Mullin. At the time of the filing, the Debtor disclosed $21.87 million in assets and $4.73 million in liabilities. The Debtor is represented by Russell W. King, Esq., and Tracy L. King, Esq., at King Law Offices, P.C. No trustee, examiner or creditors' committee has been appointed in the case. EVANS & SUTHERLAND: Two Directors Elected at Annual Meeting ----------------------------------------------------------- Evans & Sutherland Computer Corporation held its 2017 Annual Meeting of Shareholders on May 12, 2017, at which the shareholders elected William Schneider and Michael E. Campbell as directors. The appointment of Tanner LC as the independent registered public accounting firm for 2017 was ratified. The shareholders also approved, on a non-binding discretionary basis, the compensation paid to the Company's named executive officers. About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, full-dome show content. E&S has developed Digistar 5, the world's leading digital planetarium with full-dome video playback, real-time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. Evans & Sutherland reported net income of $1.74 million for the year ended Dec. 31, 2016, following a net loss of $1.27 million in 2015. As of Dec. 31, 2016, the Company had $26.21 million in total assets, $24.62 million in total liabilities and $1.59 million in total stockholders' equity. FAVREAU'S CUSTOM: Plan Outline Okayed, Plan Hearing on June 19 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California is set to hold a hearing on June 19, at 10:00 a.m., to consider approval of the Chapter 11 plan of reorganization for Favreau's Custom Woodworking Inc. and its president. The court on May 11 approved the disclosure statement jointly filed by the company and Favreau's President Michael Edward Favreau, allowing them to start soliciting votes from creditors. The order set a June 5 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. About Favreau's Custom Favreau's Custom Woodworking, Inc., based in Corona Del Mar, Calif., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 16-12879) on July 8, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Favreau's President Michael Favreau who filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-12856) on July 7, 2016. The cases are jointly administered. Judge Scott C. Clarkson presides over the cases. Robert P. Goe, Esq. at Goe & Forsythe serves as the bankruptcy counsel. FBOP CORP: FDIC Can Claim Some of $265M Tax Refund, Court Rules --------------------------------------------------------------- Jessica Corso of Bankruptcy Law360 reports that U.S. District Judge Thomas M. Durkin has ruled that the eight banks, which the Federal Deposit Insurance Corp. (FDIC) had taken over in 2009, could claim at least some of the $265 million refund that the Internal Revenue Service issued to FBOP Corporation for the 2004 to 2008 tax years. The judge however said he was yet unsure how much exactly would be turned over to FDIC, on behalf of the banks, because it was unclear how much of the return was due to the either the banks' or the larger corporation's losses, Law360 cites. The eight banks in question are Bank USA NA, California National Bank, Citizens National Bank of Teague, Madisonville State Bank, North Houston Bank, Pacific National Bank, Park National Bank, and San Diego National Bank. The case is Federal Deposit Insurance Corp. v. FBOP Corp. et al., case number 1:14-cv-04307, in the U.S. District Court for the Northern District of Illinois. FERGUSON CONVALESCENT: Trustee Still Addressing Financial Concerns ------------------------------------------------------------------ Deborah L. Fish, the Patient Care Ombudsman for Ferguson Convalescent Home, Inc., has filed the ninth report for the period of January 27, 2017, to May 15, 2017. The PCO reported that the Debtor has maintained all of its services and is delivering similar quality care to essentially the same patient population as it did pre-petition. The PCO noted that there have not been any significant changes to the Debtor's nursing staff since the last report and the staffing ratio continues to meet the required guidelines. During the visit, the PCO observed that the facility continues to be well maintained and noted that there were no foul odors anywhere in the facility. Based on the Report, the Debtor's administration and staff confirmed that the Debtor is continuing to receive all of its necessary supplies for direct patient care. The PCO added that the Trustee is making payments on a current basis and that there have been no interruptions in services provided or in medication for any resident. Meanwhile, the PCO noted that the Debtor's financial concerns continue to be addressed by the Trustee and the Trustee has filed a motion requesting entry of an order authorizing the trustee to sell the Debtor's operating assets. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/mieb16-30397-285.pdf About Ferguson Convalescent Ferguson Convalescent Home, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 16-30397) on Feb. 24, 2016. The case is pending before the Honorable Daniel S. Opperman. The Debtor is represented by Martin W. Hable, Esq., in Lapeer, Mich. On December 13, 2016, Charles J. Taunt was appointed as Chapter 11 trustee. The Debtor is a privately owned and licensed long-term skilled nursing facility located at 239 S. Main St., Lapeer, Mich. It consists of 87 licensed beds, located within a leased facility. The Debtor had 54 residents and employed nearly 100 full and part-time employees at the time of the bankruptcy filing. FIELDPOINT PETROLEUM: Incurs $409K Net Loss in First Quarter ------------------------------------------------------------ FieldPoint Petroleum Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $409,051 on $838,426 of total revenue for the three months ended March 31, 2017, compared to a net loss of $860,527 on $584,713 of total revenue for the three months ended March 31, 2016. As of March 31, 2017, Fieldpoint had $8.59 million in total assets, $9.86 million in total liabilities and a total stockholders' deficit of $1.27 million. As of March 31, 2017, and Dec. 31, 2016, the Company has a working capital deficit of approximately $6,761,000 and $6,629,000, respectively, primarily due to the classification of its line of credit as a current liability. The line of credit provides for certain financial covenants and ratios measured quarterly which include a current ratio, leverage ratio, and interest coverage ratio requirements. The Company is out of compliance with all three ratios as of March 31, 2017, and it does not expect to regain compliance in 2017. A Forbearance Agreement was executed in October 2016. Citibank is in a first lien position on all the Company's properties. The Company is current on all interest payments but Citibank lowered its borrowing base from $11,000,000 to $5,500,000 on Dec. 1, 2015. As of March 31, 2017, the Company's loan balance is $6,478,333 and its borrowing base deficiency is $978,333. A full-text copy of the Form 10-Q is available for free at: https://is.gd/e0aWrw About Fieldpoint Petroleum FieldPoint Petroleum Corporation acquires, operates and develops oil and gas properties. Its principal properties include Block A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and Loving North Morrow Field, New Mexico; Apache Field, Chickasha Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had varying ownership interests in 472 gross wells (113.26 net). FieldPoint Petroleum Corporation was founded in 1980 and is based in Austin, Texas. Fieldpoint incurred a net loss of $2.47 million for the year ended Dec. 31, 2016, compared to a net loss of $10.98 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Fieldpoint had $8.76 million in total assets, $9.82 million in total liabilities and a total stockholders' deficit of $1.05 million. Hein & Associates LLP, in Dallas, Texas, 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 has a working capital deficit. This raises substantial doubt about the Company's ability to continue as a going concern. FLOUR CITY BAGELS: Hearing on Disclosures Approval Set for June 14 ------------------------------------------------------------------ The Hon. Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York will hold on June 14, 2017, at 11:00 a.m., a hearing to consider the approval of Flour City Bagels, LLC's first amended disclosure statement dated May 8, 2017, for the Debtor's first amended joint plan of reorganization. Objections to the First Amended Disclosure Statement must be filed by June 2, 2017, at 4:00 p.m. The parties' applications of compensation, the motion to use cash collateral, and the U.S. Trustee's motion to dismiss are adjourned to June 14, 2017, at 11:00 a.m. About Flour City Bagels Headquartered in Fairport, New York, Flour City Bagels, LLC, operates 32 bakeries that serve "New York Style" bagels, coffee, drinks, soups, salads, sandwiches, fresh fruit, and a variety of other related items. In 1993, it opened its commissary in Rochester, at which it produces bagels for sale at all of its 32 bakeries. It employs 425 people. Flour City Bagels sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2, 2016, estimating both assets and debt in the range of $10 million to $50 million. Kevin Coyne, the manager, signed the petition. Judge Paul R. Warren is assigned to the case. The Debtor is represented by Stephen A. Donato, Esq., and Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, and Harry W. Greenfield, Esq., Jeffrey Toole, Esq., and Heather E. Heberlein, Esq., at Buckley King. The Debtor retained Phoenix Management Services, LLC, as financial advisor; Phoenix Capital Resources as investment banker; Insero & Co. CPAs, LLP, as accounting services provider; and Kittel Branagan & Sargent as tax consultant. The official committee of unsecured creditors of Flour City Bagels, LLC, retained Gordorn & Schaal, LLP as local counsel, and Corporate Recovery Associates, LLC, as business and financial advisor. No trustee or examiner has been appointed in the case. On Dec. 20, 2016, a group of creditors led by United Capital Business Lending Inc. filed their proposed plan of reorganization for the Debtor. On the same date, Canal Mezzanine Partners II, LP, and MRM Real Estate Fund I, LLC, proposed their plan of sale and subsequent liquidation for the company. FORESIGHT ENERGY: Reports $111 Million Net Loss for 1st Quarter --------------------------------------------------------------- Foresight Energy LP filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $111.2 million on $230.4 million of total revenues for the three months ended March 31, 2017, compared to a net loss of $41.60 million on $166.08 million of total revenues for the three months ended March 31, 2016. As of March 31, 2017, Foresight had $2.86 billion in total assets, $1.86 billion in total liabilities, and $1 billion in total partners' capital. The Company's primary cash requirements include, but are not limited to, working capital needs, capital expenditures, and debt service costs (interest and principal). The consummation of the Restructuring Transactions on March 28, 2017, required the Company to use more than $100 million of cash; however, the refinancing substantially extended its debt maturities, provided the Company with operating liquidity through a $170.0 million Revolving Credit Facility and refinanced certain high effective interest rates. As of March 31, 2017, the Company had $4.2 million of cash on hand, no borrowings under its Revolving Credit Facility, and available borrowing capacity under the Revolving Credit Facility (net of outstanding letters of credit) of $158.5 million. The New Credit Facilities require the Company to utilize excess cash flows to prepay outstanding borrowings, subject to certain exceptions, with: * 75% (which percentage will be reduced to 50%, 25% and 0% based on satisfaction of specified net secured leverage ratio tests) of its annual excess cash flow, as defined under the New Credit Facilities; * 100% of the net cash proceeds of non-ordinary course asset sales and other dispositions of property, in each case subject to certain exceptions and customary reinvestment rights; * 100% of the net cash proceeds of insurance (other than insurance proceeds relating to the Deer Run mine), in each case subject to certain exceptions and customary reinvestment rights; and * 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the New Credit Facilities. "Our operations are capital intensive, requiring investments to expand, maintain or enhance existing operations and to meet environmental and operational regulations. Our future capital spending will be determined by the board of directors of our general partner. Our capital requirements at this time consist of maintenance capital expenditures. Maintenance capital expenditures are cash expenditures made to maintain our then-current operating capacity or net income as they exist at such time as the capital expenditures are made. Our maintenance capital expenditures can be irregular, causing the amount spent to differ materially from period to period. "Expansion capital expenditures are cash expenditures made to increase, over the long-term, our operating capacity or net income as it exists at such time as the capital expenditures are made. Expansion capital expenditures have declined significantly since early-2015 and no significant expansion capital expenditure plans are currently planned. Future longwall development and the associated expansion capital expenditures will be dependent upon several factors, including permitting, demand, access to capital, equipment availability and the committed sales position at our existing mining operations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/AM4Oto About Foresight Energy LP Foresight Energy LP (NYSE: FELP) is engaged in the mining and marketing of coal from reserves and operations located in the Illinois Basin. The Company control 2.1 billion tons of coal reserves, almost all of which exist in three large, contiguous blocks of coal: two in central Illinois and one in southern Illinois. Its reserves consist principally of over three contiguous blocks of high heat content (high Btu) thermal coal, which are used for longwall operations. Foresight Energy reported a net loss of $178.6 million for the year ended Dec. 31, 2016, compared with a net loss of $38.68 million for the year ended Dec. 31, 2015. FREE GOSPEL: Unsecureds to be Paid in Full Over 84 Months --------------------------------------------------------- The Free Gospel Church of The Apostles Doctrine and F.G. Development Corp. filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement dated May 10, 2017, referring to the Debtors' joint plan of reorganization dated April 14, 2017. Holders of Class 5 Unsecured Claims will be paid in full over 84 months from the Effective Dates at the rate of interest prescribed under 28 U.S.C. Section 1961 (presently 1%). Commencing on the Effective Date the Allowed Unsecured Claims will receive $867 monthly representing an 84 month distribution on a base of $79,961.81 at 1.00% interest in full and complete satisfaction of 100% of the face amount of their claims. The Church case would remain open and fund the remaining cash distributions. The adjoining parking lot property owned by F.G. will be transferred to the Church case with a transfer of liens owed upon it, and the purpose of same being to exempt the parking lot property from P.G. County Taxes as a property upon which religious services are conducted. The Plan contemplates sales of real properties by the Debtor free and clear of liens, claims, interests and encumbrances, and the sales are to occur through the Plan so as to obtain the benefits of Section 1146 exemption from transfer taxes. The Plan contemplates that the funds from sales of real properties will be distributed from the title company directly to the claims at issue in a manner such that no funds will become disbursements under 28 U.S.C. Section 1930(a)(6), the purpose in such matters being to avoid payment of U.S. Trustee Fees on exceptional sums derived from sales of real properties. The Disclosure Statement is available at: http://bankrupt.com/misc/mdb15-18209-199.pdf As reported by the Troubled Company Reporter on March 11, 2016, The Free Gospel of the Apostles' Doctrine filed a Chapter 11 Plan of Reorganization and Disclosure Statement on Dec. 31, 2015. However a month later, on Feb. 1, 2016, the Debtor, without stating a reason, announced that it is withdrawing its bankruptcy-exit plan and disclosures. About The Free Gospel of the Apostles' Doctrine The Free Gospel of the Apostles' Doctrine, a non-profit, was founded Feb. 9, 1996, as a Pentecostal denominational church. Free Gospel is closely connected with F.G. Development Corporation. F.G. Development guaranteed a loan to SMS Financial XXVI, LLC ("SMS") that was made to and for the benefit of Free Gospel. After Free Gospel defaulted on the loan, SMS looked to F.G. Development for payment. To stop SMS's collection efforts, The Free Gospel of the Apostles' Doctrine filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 15-18209) on June 9, 2015. The petition was signed by Antoinette Green-Snow as executive administrator. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. Frank Morris, II, Esq., at Law Office of Frank Morris II, serves as the Debtor's counsel. On June 9, 2015, F.G. Development also filed bankruptcy (Case No. 15-18210), estimating $1 million to $10 million in assets. F.G. is also represented by the Law Office of Frank Morris II. Free Gospel and F.G. did not seek joint administration of their Chapter 11 cases. Judy A. Robbins, the U.S. Trustee for Region 4, told the U.S. Bankruptcy Court for the District of Maryland that she has not appointed creditors to serve on the official committee of unsecured creditors in the Chapter 11 Bankruptcy case of The Free Gospel of the Apostles Doctrine because the number of persons eligible and willing to serve on the committee is presently insufficient. FREESTONE RESOURCES: Reports $374,000 Net Loss for Third Quarter ---------------------------------------------------------------- Freestone Resources, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $373,941 on $249,890 of total revenue for the three months ended March 31, 2017, compared to a net loss of $893,564 on $250,586 of total revenue for the three months ended March 31, 2016. For the nine months ended March 31, 2017, the Company recognized a net loss of $1.14 million on $811,314 of total revenue compared to a net loss of $1.86 million on $822,124 of total revenue for the same period a year ago. As of March 31, 2017, Freestone had $1.79 million in total assets, $2.71 million in total liabilities and a total deficit of $920,355. The Company said it has little cash reserves and liquidity to the extent it receives it from operations and through the sale of common stock. As of May 15, 2017, there is substantial doubt regarding the Company's ability to continue as a going concern as it has not generated sufficient cash flows to fund its business operations and loan commitments. The Company's future success and viability, therefore, are dependent upon its ability to generate capital financing. According to the Company, the failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and its shareholders. Net cash used in operations was $586,251 for the nine months ended March 31, 2017, compared to net cash used by operations of $647,808 for the nine months ended March31, 2016. The change was primarily due to a reduction in non- cash stock issuance expenses in the current year from $841,500 to $23,750 offset by changes in operating assets and liabilities. The cash used in operations was offset by $240,449 of cash contributions to FDEP by the non-controlling interest, sale of common stock for proceeds of $25,000 and $355,567 of proceeds from borrowing. As of March 31, 2017, the Company has negative equity of $920,355 and negative working capital of $1,325,635. As of Dec. 31, 2016, Freestone has three employees. The Company is uncertain of its ability to generate sufficient liquidity from its operations so the need for additional funding may be necessary. The Company said it may sell stock and/or issue additional debt to raise capital to accelerate its growth. A full-text copy of the Form 10-Q is available for free at: https://is.gd/oUr8Np About Freestone Resources, Inc. Freestone Resources, Inc., a Nevada corporation, is an oil and gas technology development company that is actively developing and marketing technologies and solvents designed to benefit various sectors in the oil and gas industry. The Company has re-launched its Petrozene solvent after developing a new and improved formula. Petrozene is primarily used to dissolve paraffin buildup, and it is primarily used for pipelines, oil storage tanks, oil sludge build up, de-emulsification, well treatment, as a corrosion inhibitor and as a catalyst in opening up formations thereby aiding in oil production. Freestone reported a net loss of $2.38 million on $1.10 million of total revenue for the fiscal year ended June 30, 2016. Heaton & Company, PLLC, in Farmington, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has not generated sufficient cash flows to fund its business operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. FULLCIRCLE REGISTRY: Will File Form 10-Q Within Extension Period ---------------------------------------------------------------- FullCircle Registry, Inc. filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended March 31, 2017. The Company was unable to file its Quarterly Report on Form 10-Q within the prescribed time period due to its difficulty in completing and obtaining required financial and other information without unreasonable effort and expense. The Company expects to file the Form 10-Q within the time period permitted by this extension. About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the acquisition of small profitable businesses. FullCircle Registry is a holding company with three subsidiaries: FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc. and FullCircle Prescription Services, Inc. Target companies for future acquisition are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FullCircle Registry reported a net loss of $1.073 million on $1.087 million of revenue for the year ended Dec. 31, 2016, compared with a net loss of $695,700 on $1.142 million of revenue for the year ended Dec. 31, 2015. Somerset CPAs, P.C., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern, the auditors noted. GALLANT CAPITAL: DOJ Watchdog Seeks Trustee Appointment, Dismissal ------------------------------------------------------------------ William K. Harrington, a United States Trustee, asks the U.S. Bankruptcy Court for the Eastern District of New York to enter an Order directing the appointment of a Chapter 11 Trustee for Gallant Capital Markets, LTD or, in the alternative, dismissing the Chapter 11 bankruptcy case. About Gallant Capital Markets Gallant Capital Markets is a foreign exchange broker incorporated in the British Virgin Islands. Gallant Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-41814) on April 14, 2017. The petition was signed by Salvatore Bucellato, CEO. Judge Elizabeth S. Stong is the case judge. At the time of the filing, the Debtor estimated assets and liabilities at $1 million to $10 million. No trustee, examiner or committee has been appointed in the Debtor's case. GAURI-SHANKAR LP: Disclosure Statement Hearing Set for June 15 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania is set to hold a hearing on June 15, at 9:30 a.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan for Gauri-Shankar, L.P.. The hearing will take place at the U.S. Steel Tower, Courtroom C, 54th Floor, 600 Grant Street, Pittsburgh, Pennsylvania. Objections are due by June 8. About Gauri-Shankar L.P. Gauri-Shankar, L.P. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24066) on October 31, 2016. The petition was signed by Francisco de Juan, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Thomas P. Agresti presides over the case. The Debtor is represented by Carmen D. Conde Torres, Esq., at C. Conde & Assoc. An official committee of unsecured creditors has not yet been appointed in the Debtor's case. On May 4, 2017, the Debtor filed its proposed Chapter 11 plan and disclosure statement. GENON ENERGY: S&P Assigns 'CCC+' Rating on $550MM Sr. Sec. Notes ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'CCC+' issue-level rating to GenOn Energy Inc.'s $550 million senior secured notes due 2022. The recovery rating is '1', reflecting S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. The 'CCC-' issuer credit rating on the company is unchanged. The outlook is negative. GenOn is using the proceeds of the transaction, along with cash on hand, to refinance upcoming unsecured maturities; S&P continues to expect that the issuer may have difficulty refinancing 2018 maturities as they come due. Ratings List GenOn Energy Inc. Corporate Credit Rating CCC-/Negative/-- New Rating GenOn Energy Inc. $550 mil sr sec'd notes due 2022 CCC+ Recovery Rating 1(95%) GILLESPIE OFFICE: Council Claims to Get 100% in 10 Annual Payments ------------------------------------------------------------------ Gillespie Office and Systems Furniture, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada an amended disclosure statement to accompany the Debtor's plan of reorganization. A hearing to consider the confirmation of the Plan will be held on July 10, 2017, at 9:30 a.m. Class 4 Council Claims are the claims of Ronni Council, Organized Karma, LLC, and Alchemy, LLC. The Debtor disputes these claims, and will object to them. The amount of the Council Claims calculated pursuant to the judgment in the Council Litigation (including interest to the Petition Date) is $3,736,263, consisting of $320,000 in actual damages in favor of Ronnie Counsel awarded jointly and severally against Kathy Gillespie and Debtor, interest of $36,263.07 on that amount; additional damages of $1,920,000 awarded in favor of Organized Karma, LLC, against Kathy Gillespie and Debtor; $960,000 awarded in favor of Alchemy LLC jointly and several against Debtor and Kathy Gillespie; and $500,000 in punitive damages awarded in favor of Ms. Council and against the Debtor. The Debtor and Ms. Gillespie are appealing the judgment. The Debtor will pay 100% of the principal amount of claims (including interest to the Petition Date, but not post-petition interest) awarded via final judgment (and less any amounts collected from Ms. Gillespie on amounts for which Debtor is jointly and severally liable) via annual payments in a minimum amount of 10%, with the first payment due within 30 days of the entry of a final court order (following exhaustion of all appeals) of the applicable state court determining the amount due. The Debtor will fund the payments due under the Plan from cash on hand, the proceeds of the sale of stock, and profits from continued operations. Postpetition, the Debtor will continue to employ Ms. Gillespie as its President and Ms. Gillespie will continue to manage the business operations of the Debtor, and Ms. Allen will continue to act as the Treasurer of the Debtor and continue to manage the financial operations of the Debtor. The Debtor anticipates that Ms. Gillespie and Ms. Allen will continue to receive their current salary and benefits. Ms. Gillespie and Ms. Allen will serve as the sole officers and directors of the Debtor. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-11943-365.pdf As reported by the Troubled Company Reporter on March 27, 2017, the Debtor filed with the Court a disclosure statement dated March 15, 2017, to accompany the Debtor's plan of reorganization. Holders of Class 2 General Unsecured Claims -- estimated at $215,000-$385,000, exclusive of contingent claims -- will be paid 100% of the principal amount of the claims, without interest, via annual payments in a minimum amount of 10%, with the first payment due within 30 days of the later of the Effective Date of the Plan or, if the claim is contingent or disputed, the date upon which the claim is finally allowed. About Gillespie Office and Systems Furniture Gillespie Office and Systems Furniture, Inc., does business as A&B Printing, located at 2908 South Highland Drive, Set. B, Las Vegas, Nevada. The Company has been providing printing and mailing services to customers in Las Vegas since 1979. Gillespie Office and Systems Furniture filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April 11, 2016. The petition was signed by Kathleen L. Gillespie, president. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. Morris, Polich & Purdy serves as bankruptcy counsel to the Debtor in place of the law firm of Larson and Zirzow, effective as of June 17, 2016. Levy Law, LLC serves as special counsel while Holland & Hart serves as insurance defense litigation counsel to the Debtor. Serl, Keefer, Welter CPAs, LLP has been tapped as accountant. No request has been made for the appointment of a trustee or examiner, and no official committees have been appointed in this Chapter 11 case. GLOBAL TECH: Hires Richard Schell-Asad as Special Counsel --------------------------------------------------------- Global Tech Center Corp., seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ the Law Offices of Richard Schell-Asad as special counsel. The Debtor requires Counsel to file an injunction through an adversary proceeding against creditor Fabrics Technology LLC for violation of breach of contract and illegal competition under an existing executory contract. The Debtor will compensate Counsel at the rate of $200 per hour, plus reasonable expenses. Richard Schell-Asad, Esq., at the Law Offices of Richard Schell-Asad, 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. Counsel may be reached at: Richard Schell-Asad, Esq. Law Offices of Richard Schell-Asad 254 San Jose St. El Mundo Building, Third Floor San Juan, PR 00901 Tel: (787)722-0741 Fax: (787)724-2563 About Global Tech Center Corp. Global Tech Center Corp., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-01588) on March 7, 2017, disclosing under $1 million in both assets and liabilities. Maria Soledad Lozada, Esq., at Lozada Law & Associates, LLC, serves as bankruptcy counsel. GROTE MOLEN: Incurs $2.28 Million Net Loss in First Quarter ----------------------------------------------------------- Grote Molen, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.28 million on $28,741 of revenues for the three months ended March 31, 2017, compared to a net loss of $1.72 million on $2,543 of revenues for the three months ended March 31, 2016. As of March 31, 2017, Grote Molen had $8.37 million in total assets, $21.17 million in total liabilities, and a total stockholders' deficit of $12.80 million. As March 31, 2017, the Company had total current assets of $2.258 million, including cash of $2.098 million, and current liabilities of $20.46 million, resulting in working capital deficit of $18.206 million. The Company's current assets and working capital included accounts receivable of $3,540 and prepaid expenses of $156,254. As the Company has worked toward its acquisition and new product launches, it has primarily financed recent operations, the development of technologies, and the payment of expenses through the issuance of its debt, common stock, preferred stock and warrants. For the three months ended March 31, 2017, net cash used in operating activities was $874,290, as a result of the Company's net loss from continued operations of $1,794,587 and increases in accounts receivable of $3,540, prepaid expenses of $55,000, and decreases in deferred revenue of $251, partially offset by non-cash expenses totaling $132,140, and increases in accounts payable and accrued expenses of $323,513, accounts payable and accrued expenses - related party of $63,140, accrued interest of $7,790, accrued interest - related party of $161,544, wages payable of $246,233, loss from discontinued operation of $493,664 and cash flows from discontinued operations of $45,028. By comparison, for the three months ended March 31, 2016, net cash used in operating activities was $391,036, as a result of the Company's net loss of $1,723,370 and increases deferred revenue of $2,542, partially offset by non-cash expenses of $86,626, decreases in accounts receivable of $50,000 and prepaid expenses of $91,937, and increases in accounts payable and accrued expenses of $233,931, accounts payable -- related party of $38,189, accrued interest of $435,033, accrued interest -- related party of $157,279 and wages payable of $241,881. Cash used in investing activities for the three months ended March 31, 2017, was $140,011 compared to $90,670 for the three months ended March 31, 2016. The increase of $49,341 in the current period is due primarily to an increase in capitalized engineering costs related to the Company's technology development. For the three months ended March 31, 2017, net cash provided by financing activities was $3,055,608, comprised of proceeds from the sale of common stock of $2,747,572, preferred stock of $275,000 and subscriptions payable of $20,000, proceeds from short term notes of $100,000, advances of $40,000 and advances -- related party of $50,000, partially offset by the repayment of long-term notes of $122,229 and cash flows from discontinued operations of $54,735. For the three months ended March 31, 2016, net cash provided by financing activities was $483,000, comprised of proceeds from the sale of preferred stock. A full-text copy of the Form 10-Q is available for free at: https://is.gd/CiEsDl About Grote Molen Headquartered in Reno, Nev., Grote Molen, Inc., distributes electrical and hand operated grain mills and related accessories for home use. The Company's products are available in electric and manual models and are used to grind wheat, rice and other small grains. Grote sell its grain mills on a wholesale basis to retail dealers in all states in the United States. Grote Molen reported a net loss of $259,447 on $1.01 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $52,120 on $1.53 million of total revenues for the year ended in 2015. Pritchett, Siler & Hardy, P.C., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred losses and negative cash flows from operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. GROW CONDOS: Will File Form 10-Q as Soon as Possible ---------------------------------------------------- Grow Condos, Inc., was unable to file its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2017, by the prescribed date of May 15, 2017, without unreasonable effort or expense because the Company needs additional time to complete certain disclosures and analyses to be included in the Q3 Report. The Company intends to file the Q3 Report as soon as possible. About Grow Condos Grow Condos, Inc., operates as a real estate purchaser, developer, and manager of specific use industrial properties in the United States. The company provides condo type turn-key grow facilities to support cannabis growers. It is also involved in the development, lease, ownership, and provision of investment sales opportunities for commercial industrial properties focused in the cannabis production arena. The company is based in Eagle Point, Oregon. Grow Condos reported a net loss of $1.49 million on $118,533 of total revenues for the year ended June 30, 2016, compared to a net loss of $251,338 on $54,998 of total revenues for the year ended June 30, 2015. As of Dec. 31, 2016, Grow Condos had $1.64 million in total assets, $2.54 million in total liabilities and a total shareholders' deficit of $901,815. John Scrudato CPA, in Califon, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company operates with an industry that is illegal under federal law, has yet to achieve profitable operations, has a significant accumulated deficit and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GULFMARK OFFSHORE: Files Chapter 11 Plan & Disclosure Statement --------------------------------------------------------------- GulfMark Offshore, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Plan of Reorganization and Disclosure Statement dated May 17, 2017, a free copy of which plan outline is available at http://bit.ly/2roF0J8 BankruptcyData.com reported that GulfMark's Disclosure Statement reveals that, "Although the Debtor has not yet obtained committed exit financing, the Debtor, its advisors, and the advisors for the Consenting Noteholders have been in advanced negotiations with both of the Company's secured lending groups regarding the terms under which the existing lenders are willing to lend to the Company after the effective date of the Plan. The Debtor is hopeful that it will reach a resolution with its existing lenders in the near term. If the Debtor is unsuccessful in reaching a resolution with its existing lender groups on such exit financing terms, it may seek exit financing from other sources. The Debtor and its advisors also continue to explore options to deleverage the Company and maximize the value of its business. After the approval of the applicable Rights Offering Procedures. The Debtor will launch (a) a rights offering for New Common Shares and New Noteholder Warrants. The combined aggregate amount of proceeds to be received by the Debtor under the two Rights Offerings will be $125 million. The Debtor will use proceeds from the Rights Offerings, the professional fee escrow account (the 'Fee Escrow Account'), and plus cash on hand to: (i) provide additional liquidity for working capital and for general corporate purposes; (ii) pay all Allowed Administrative Expense Claims payable on or after the Effective Date; (iii) pay in cash in full the DIP Intercompany Facility Claims; and (iv) fund distributions under the Plan. The Restructuring will leave the Debtor's and its indirect and direct subsidiaries' businesses intact and will substantially deleverage the Company's capital structure, reducing its unsecured funded debt from greater than $448.2 million to zero. This deleveraging will enhance the Debtor's long-term growth prospects and competitive position and allow the Debtor to emerge from the Chapter 11 Case as a stronger, reorganized entity better able to withstand a challenging market environment facing providers of offshore support vessels and marine support services to the offshore energy industry." About Gulfmark Offshore GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. The petition was signed by Quintin V. Kneen, president and chief executive officer. GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving every major offshore energy industry market in the world. The Company's business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. As of March 31, 2017, the Debtor listed total assets of $1.07 billion and total debt of $737,131,000. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. GULFMARK OFFSHORE: Seeks OK of Restructuring Support Agreement -------------------------------------------------------------- BankruptcyData.com reported that GulfMark Offshore filed with the U.S. Bankruptcy Court a motion for authority to assume a restructuring support agreement (RSA). The motion explains, "The terms of the restructuring are reflected in the RSA entered into between the Debtor and the Consenting Noteholders. The RSA is the byproduct of extensive, arms'-length negotiations between the Debtor and the Ad Hoc Group. Through these negotiations the Debtor obtained the opportunity to pursue a balance sheet restructuring with the support of key stakeholders as it continues negotiations with other stakeholders around a value maximizing path forward. In accordance with the terms of the RSA, the Debtor filed on the Commencement Date the Plan, which will enable the Debtor to leave its business intact and substantially de-lever its balance sheet by eliminating over $440 million in unsecured bond debt, including principal and accrued interest. The Rights Offerings contemplate two rights offerings for the Reorganized GulfMark Entity designed to generate $125 million. Pursuant to the Rights Offerings, holders of Unsecured Notes Claims will have the right to purchase on the Effective Date a pro rata share of Subscription Rights to acquire 60.0% of Reorganized GulfMark Equity in the form of the Rights Offerings Securities. On May 15, 2017, the Debtor entered into the Backstop Commitment Agreement with certain of the Consenting Noteholders (collectively, the 'Backstop Parties' or the 'Commitment Parties') to ensure that the Rights Offerings are fully subscribed. In exchange for their commitment to backstop the Rights Offerings, the Debtor agreed to pay a non-refundable aggregate premium in an amount equal to $7,500,000 (representing 6% of the Rights Offerings) in the form of 3.6% of Reorganized GulfMark Equity." The Court scheduled a June 16, 2017 hearing to consider the RSA, with objections due by June 9, 2017. About Gulfmark Offshore GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. The petition was signed by Quintin V. Kneen, president and chief executive officer. GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving every major offshore energy industry market in the world. The Company’s business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. As of March 31, 2017, the Debtor listed total assets of $1.07 billion and total debt of $737,131,000. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. GULFMARK OFFSHORE: Taps Prime Clerk as Claims Agent --------------------------------------------------- GulfMark Offshore, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as claims and noticing agent. The firm will oversee the distribution of notices and the processing and docketing of claims filed in the Chapter 11 cases of GulfMark and its affiliates. The hourly rates charged by the firm are: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $70 - $170 Director $175 - $195 Chief Operating Officer/Executive VP No charge Solicitation Consultant $190 Director of Solicitation $220 Prior to their bankruptcy filing, the Debtors provided Prime Clerk a retainer in the amount of $30,000. Michael Frishberg, co-president and chief operating officer of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Michael J. Frishberg Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Phone: (212) 257-5450 The Debtor is represented by: Mark D. Collins, Esq. Zachary I. Shapiro, Esq. Brett M. Haywood, Esq. Christopher M. De Lillo, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302.651.7700 Fax: 302.651.7701 Email: collins@RLF.com Email: haywood@rlf.com Email: shapiro@rlf.com Email: delillo@rlf.com - and - Gary T. Holtzer, Esq. Ronit J. Berkovich, Esq. Debora A. Hoehne, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: 212.310.8000 Fax: 212.310.8007 Email: gary.holtzer@weil.com Email: ronit.berkovich@weil.com Email: debora.hoehne@weil.com About Gulfmark Offshore Based in Houston, Texas, GulfMark Offshore, Inc. was incorporated in 1996. It provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. GulfMark's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of its operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. GulfMark currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. Its fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. Its owned vessels have an average age of approximately nine years. In 2016, GulfMark incurred a net loss of $202.97 million following a net loss of $215.23 million in 2015. Its balance sheet at Dec. 31, 2016, showed $1.05 billion in total assets, $604.3 million in total liabilities and $449.6 million in total stockholders' equity. KPMG LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that GulfMark expects to be in violation of certain financial covenants which will result in its debt becoming subject to acceleration, which raises substantial doubt about its ability to continue as a going concern. GulfMark sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-11125) on May 17, 2017. The petition was signed by Quintin V. Kneen, president and chief executive officer. The Debtor disclosed $1.07 billion in assets and $737.131 million in liabilities as of March 31, 2017. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP represent the Debtor as legal counsel. The Debtor hired Blank Rome LLP as corporate counsel; Alvarez & Marsal North America LLC as financial advisor; Evercore Group LLC as investment banker; Ernst & Young LLP as restructuring consultant; and KPMG US LLP as auditor and tax consultant. GYPC INC: Taps Porter Wright as Legal Counsel --------------------------------------------- GYPC, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Porter Wright Morris & Arthur LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, give advice regarding any potential sale of its assets, and assist in the preparation of a plan of reorganization. The hourly rates charged by the firm range from $300 to $690 for partners, $245 to $265 for associates, and $190 to $225 for paralegals. From March 30, 2016 to March 30, 2017, Porter Wright received payments from the Debtor totaling $145,892.06 for services rendered in connection with general corporate representation and preparation of the case. The firm received another $250,000 on February 3, according to court papers. Walter Reynolds, Esq., at Porter Wright, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Tami Hart Kirby, Esq. Walter Reynolds, Esq. Ana P. Crawford, Esq. Porter Wright Morris & Arthur LLP One South Main Street, Suite 1600 Dayton, OH 45402 Tel: (937) 449-6721 Fax: (937) 449-6820 Email: tkirby@porterwright.com About GYPC Inc. Based in Dayton, Ohio, GYPC Inc. designs and operates programs that motivate employees, dealers, resellers and distributors, helping increase productivity and profitability, reduce turnover and promote innovation. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-31030) on March 30, 2017. The petition was signed by Christopher F. Cummings, chairman and CEO. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million and debts at $50 million to $100 million. The case is assigned to Judge Guy R Humphrey. No trustee, examiner, or creditors’ committee has been appointed in the Debtor's case. HADSELL CHEMICAL: Defrauded Investors, SEC Claims ------------------------------------------------- The U.S. Securities and Exchange Commission announced charges against Hadsell Chemical Processing, LLC, and Robert Walton, Jr., its former president, for conducting an unregistered promissory note offering fraud. The SEC's complaint, filed in federal court in southern Ohio, alleges that Mr. Walton and the Debtor made material misrepresentations to 65 investors in connection with the offer and sale of approximately $12 million of promissory notes and also failed to register the notes with the SEC. According to the complaint, from approximately April 2012 through October 2015, the Debtor and Mr. Walton told investors that their investments were guaranteed, that the Debtor had received multi-million dollar contracts from customers, and that the Debtor was profitable. The complaint alleges that none of these statements were true. The SEC also alleges that Mr. Walton created fake purchase orders and falsified financial statements from the Debtor, which he gave to investors. The SEC alleges that, from January through at least August 2015, Mr. Walton told investors that $1.2 million of their money would be used to buy part of a business selling topical ointments containing cannabis. Mr. Walton allegedly provided only approximately $300,000 to that business and did not receive any ownership of the business. He allegedly used the rest of the money -- $900,000 -- for other business expenses. According to the complaint, the Debtor still owes approximately $8.1 million in principal to investors under the promissory notes. The SEC's complaint charges the Debtor and Mr. Walton with violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC seeks injunctions against future violations and disgorgement of ill-gotten gains from both, and a civil money penalty against Mr. Walton. Without admitting or denying the SEC's allegations, Mr. Walton has consented to the entry of a permanent injunction. Mr. Walton also agreed that the amounts of his disgorgement, prejudgment interest and civil penalties will be determined by the court at a later date. The SEC's investigation was conducted by Jamie Davidson and was supervised by Anne C. McKinley in the Chicago Regional Office. The litigation will be led by Jamie Davidson, Anne C. McKinley, and John Birkenheier. Hadsell Chemical Processing, LLC, is a chemical processing company located in Waverly, Ohio. HAHN HOTELS: Taps Bridgepoint as Financial & Restructuring Advisor ------------------------------------------------------------------ Hahn Hotels of Sulphur Springs, LLC, et al., seek permission from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Bridgepoint Consulting, LLC as financial and restructuring advisor. The Debtors require Bridgepoint to: a. assist the Debtors and their counsel with general matters related to a restructuring and chapter 11 proceeding; b. assist the Debtors with preparation as necessary of any bankruptcy required reporting, including Monthly Operating Reports, and Schedules and Statements of Financial Affairs; c. review financial information pertaining to the Debtors' assets, liabilities, cash flows, financial statements, and projections, with all such information to be timely provided by the Debtors; d. maintain a 13-week cash budget and operating projection; e. analyze assets that may be available to provide liquidity; f. analyze certain liabilities including payables, leases, vendor agreements and/or litigation claims; g. assist the Debtors and counsel with preparation for hearings, bank or creditor meetings, and creation of supporting exhibits; h. assist the Debtors with exploring alternative financing, or a sale of the business or assets, if appropriate; i. review financial information exchanged between the Debtors and their creditors, any regulatory agencies, consultants, prospective investors or other third parties, as may be necessary or appropriate; j. consult with and obtain input from the Debtors' senior management; k. contact with, and provide information to, representatives of the Debtors' lenders or key creditors and their professionals, and other select stakeholders or third-party professionals as shall be further agreed; and l. perform other services as may be agreed upon between the parties. Bridgepoint's customary hourly rates are: Dawn Ragan $450 Partners/Managing Directors $350-$495 Senior Managers $275-$350 Consultants $125-$275 Support Staff $60-$100 Ms. Ragan has agreed to discount her current rate to $400/hour. Out of town travel time, if any, will be charged at half of the normal hourly rate. Bridgepoint will also be reimbursed for reasonable out-of-pocket expenses incurred. Dawn Ragan, a managing director of Bridgepoint Consulting, LLC , assured the Court that the firm is a "disinterested person" as the term in defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bridgepoint can be reached at: Dawn Ragan Bridgepoint Counsulting, LLC 325 North St. Paul Street, Suite 2550 Dallas, TX 75201 Tel: (214) 580-8440 E-mail: dragan@bridgepointconsulting.com About Hahn Hotels Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur Springs, LLC, d/b/a La Quinta Inn & Suites (Bankr. E.D. Tex. Case No. 17-40947) and affiliates Hahn Investments, LLC (Bankr. E.D. Tex. Case No. 17-60341), Hahn Hotels, LLC (Bankr. E.D. Tex. Case No. 17-60342), Sleep Inn Property, LLC (Bankr. E.D. Tex. Case No. 17-60343), SI of Longview, LLC (Bankr. E.D. Tex. Case No. 17-60344), and Copeland's of Longview, LLC (Bankr. E.D. Tex. Case No. 17-60345) filed for Chapter 11 bankruptcy protection on May 1, 2017. La Quinta Inns and Suites provides hotel accommodations for business and leisure travelers across the United States, Canada, and Mexico. Judge Brenda T. Rhoades presides over the cases. Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The Law Offices Of Judith W. Ross and Eric Soderlund, Esq., who has an office in Dallas Texas, serve as the Debtors' bankruptcy counsel. Hahn Hotels of Sulphur estimated its assets and liabilities at between $1 million and $10 million each. Hahn Investments estimated its assets and liabilities at between $10 million and $50 million each. The petitions were signed by Dante Hahn, president. HARDROCK HDD: Taps Silverman & Morris as Legal Counsel ------------------------------------------------------ HardRock HDD, Inc. and its affiliates have filed separate applications seeking approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire legal counsel. In their applications, the company, Patrick Leasing LLC and Patrick Horizontal Drilling LLC propose to hire Silverman & Morris PLLC to give legal advice regarding their duties under the Bankruptcy Code, and provide other legal services related to their Chapter 11 cases. The hourly rates charged by the firm are: Geoffrey Silverman $390 Thomas Morris $350 Karin Avery $310 Melinda Oviatt $275 The Debtors have not paid a retainer to Silverman but have agreed to pay jointly $5,000 per week to be held by the firm in an account to fund a post-petition retainer. Thomas Morris, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas R. Morris, Esq. Silverman & Morris, P.L.L.C. 30500 Northwestern Hwy., Suite 200 Farmington Hills, MI 48334 Tel: (248) 539-1330 Fax: (248) 539-1355 Email: morris@silvermanmorris.com About Hardrock HDD Inc. Hardrock HDD Inc. is a privately-held utility contractor based in Jackson, Michigan. Hardrock, Patrick Leasing LLC and Patrick Horizontal Drilling LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case Nos. 17-46425, 17-46440 and 17-46446) on April 28, 2017. The petitions were signed by Jeffery Patrick, authorized agent. At the time of the filing, Hardrock estimated its assets at $1 million to $10 million while the two other companies estimated assets of less than $1 million. Each company estimated its liabilities at $1 million to $10 million. Judge Phillip J. Shefferly presides over the cases. HAVEN CHICAGO: Has Until June 2 to File Plan & Disclosure Statement ------------------------------------------------------------------- The Hon. Jack Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of Haven Chicago, LP, the time for the Debtor to file a plan of reorganization and disclosure statement until June 2, 2017. As reported by the Troubled Company Reporter on May 3, 2017, the Debtor asked the Court to extend the time to file its plan and disclosure statement to June 2, 2017, from May 2, 2017, to avoid the additional cost and expense of preparing the Plan and Disclosure Statement that may be opposed and in an attempt to resolve the document dispute prior to filing the Plan. The Debtor's management has been requested by counsel for Sehoy Energy LP and Dean Ketcham to provide documents and submit examination under Bankruptcy Rule 2004. The Debtor has voluntarily responded to the request and the Debtor's principal, Albert Adriani, agreed to and has submitted to examination, but there is an ongoing dispute regarding document production. A status hearing is set for June 8, 2017. About Haven Chicago LP Haven Chicago LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35506) on Nov. 7, 2016. The petition was signed by Albert Adriani, manager. The case is assigned to Judge Jack B. Schmetterer. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Richard G. Larsen, Esq., at Springer Brown, LLC, serves as the Debtor's bankruptcy counsel. HAVEN REAL ESTATE: Plan Filing Deadline Extended to June 2 ---------------------------------------------------------- The Hon. Jack Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of Haven Real Estate Focus Fund LP, the time for the Debtor to file a plan of reorganization and disclosure statement until June 2, 2017. As reported by the Troubled Company Reporter on May 3, 2017, the Debtor sought the extension to avoid the additional cost and expense of preparing the Plan and Disclosure Statement that may be opposed and in an attempt to resolve the document dispute prior to filing the Plan. The Court previously set a deadline of May 2, 2017, to file the Plan and Disclosure Statement. The Debtor's management has been requested by counsel for Sehoy Energy LP and Dean Ketcham to provide documents and submit to examination under the Bankruptcy Rule 2004. The Debtor has voluntarily responded to the request and the Debtor's principal, Albert Adriani, agreed to and has submitted to examination, but there is an ongoing dispute regarding document production. A status hearing is set for June 8, 2017. About Haven Real Haven Real Estate Focus Fund LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35511) on Nov. 7, 2016. The petition was signed by Albert Adriani, manager. The case is assigned to Judge Pamela S. Hollis. The Debtor hires Springer Brown, LLC, as legal counsel. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HYLAND SOFTWARE: S&P Affirms 'B' CCR on Perceptive Acquisition -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Ohio-based Hyland Software Inc. The outlook is stable. Hyland has entered a definitive agreement to acquire Perceptive Software, a leading ECM provider for higher education and health care for an undisclosed amount. The acquisition will be funded with a $460 million tack-on to the first-lien term loan due in 2022, a new $240 million second-lien term loan due in 2025, and cash on hand. S&P also affirmed its 'B' issue-level and '3' recovery ratings on the company's first-lien credit facility, consisting of an upsized $100 million revolver expiring in 2022 and an upsized $1.2 billion (from $771 million) first-lien term loan B due in 2022. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. In addition, S&P assigned its 'CCC+' issue-level and '6' recovery ratings to the company's new $240 million second-lien term loan due in 2025. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. "The rating affirmation reflects that Hyland's debt-funded acquisition of Perceptive will result in temporarily elevated pro forma leverage in the mid-8x area at transaction close," S&P Global Ratings credit analyst Andrew Yee. S&P expects mid-single-digit percentage revenue growth and the achievement of identified cost savings targeted for Perceptive will support improved credit metrics over the next 12 months, including leverage declining to the high-6x area. In addition, S&P expects free operating cash flow (FOCF) to debt to be maintained above 5% over the next 12 months. S&P views the debt-funded transaction is reflective of the company's high risk tolerance and private equity sponsor Thoma Bravo's aggressive financial policies. However, Hyland has demonstrated its ability to deleverage with strong revenue growth following a material increase in leverage. This is evidenced by its dividend transaction in June 2015, in which the company increased leverage to the mid-7x area from 5x and subsequently deleveraged to the mid-5x area in 18 months. But S&P do not expect deleveraging to be sustained because Hyland's sponsor owner will use debt to maximize shareholder returns. The stable outlook reflects S&P's expectation that Hyland will maintain its high renewal rates and consistent operating performance. S&P expects total revenues will grow in the mid-single-digit percentage area, and Hyland will achieve its planned cost savings for Perceptive, leading to leverage declining to the high 6x area over the next 12 months. IMAGE MAKERS: Hearing on Plan Confirmation Set for July 11 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada is set to hold a hearing on July 11, at 9:30 a.m., to consider approval of the Chapter 11 plan of reorganization for Image Makers Automotive Land Holdings LLC. Under the company's latest plan, creditors holding allowed Class 4 unsecured claims will be paid in full by the reorganized company on the later of (i) the 15th business day after the date on which an order allowing the claim becomes a final order; or (ii) such other time as agreed to by the creditor and Image Makers or the reorganized company. Class 4 is unimpaired and unsecured creditors are not entitled to vote to accept or reject the plan, according to the company's latest disclosure statement filed on May 11. A copy of the second amended disclosure statement is available for free at https://is.gd/6FQyx8 The original plan proposed to pay unsecured creditors six months after its confirmation with simple interest at a rate of 3%, and treated Class 4 as an impaired class. About Image Makers Image Makers Automotive Land Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-10761) on February 22, 2016. The petition was signed by Carlos Aleman, president. The Debtor disclosed total assets of $1.34 million and total debts of $1.06 million. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Zachariah Larson, Esq., at Larson & Zirzow, LLC. On August 4, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. J TIMOTHY SHELNUT: Court OK's Bid to Appoint Chapter 11 Trustee --------------------------------------------------------------- Judge Susan D. Barrett of the U.S. Bankruptcy Court for the Southern District of Georgia entered an Order directing the appointment of a Chapter 11 Trustee for J. Timothy Shelnut. The Order was made pursuant to the April 25, 2017, hearing of the Creditor, Virginia Pannill's motion for the appointment of a trustee for the Debtor. The Order provides that, during the hearing, both the Creditor and the Debtor have agreed for the appointment of a Chapter 11 Trustee. The Debtor is represented by: C. James McCallar, Jr., Esq. MCCALLAR LAW FIRM 115 W. Oglethorpe Ave. Savannah, GA 31401 Tel.: (912) 234-1215 Email: mccallar@mccallarlawfirm.com The Creditor is represented by: John B. Long, Esq. TUCKER LONG, P.C. Augusta, GA 30903 J. Timothy Shelnut, Sr., filed a Chapter 11 petition (Bankr. S.D. Ga. Case No. 17-40113) on January 24, 2017, and is represented by C. James McCallar, Jr., Esq., at McCallar Law Firm. JAYRAM REALTY: Taps SilvermanAcampora as Legal Counsel ------------------------------------------------------ Jayram Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire SilvermanAcampora, LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, represent it in any bankruptcy-related litigation, and assist in the preparation of a bankruptcy plan. The hourly rates charged by the firm range from $250 to $695 for attorneys, and $135 to $210 for paraprofessionals. The firm received a retainer in the amount of $10,000 from Joseph Verdi, the Debtor's president and sole shareholder. Kenneth Silverman, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kenneth Silverman, Esq. Brian Powers, Esq. SilvermanAcampora, LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Phone: (516) 479-6300 About Jayram Realty Corp. Jayram Realty Corp. is a single-asset entity, which owns a real property located at 55 Hempstead Turnpike, Farmingdale, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-71576) on March 17, 2017. The petition was signed by Joanne M. Eisenberg. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. No committee, trustee or examiner has been appointed. JOON INSTRUMENTAL: Case Summary & 8 Unsecured Creditors ------------------------------------------------------- Debtor: Joon Instrumental Music Corp. 5030 S. Decatur Blvd. #H Las Vegas, NV 89118 Business Description: Based in Las Vegas, Nevada, Joon Instrumental is a piano store offering a full line of name-brand digital pianos, like Yamaha, Kurzweil, Roland, Casio, Kawai, Nord, and more. The Company is also the authorized dealer for many brands of band and orchestra instruments, including: Armstrong, Avanti, Bach, Benge, C.G. Conn, Emerson, King, Galway Spirit Flutes, Glaesel, Henri, Selmer Paris, Holton, Leblanc, Ludwig, Musser, Noblet, Prelude, Scherl & Roth, Selmer, William Lewis & Son, Vito and Yanagisawa. Web site: https://www.erpiano.com Case No.: 17-12705 Chapter 11 Petition Date: May 21, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Bryan Naddafi, Esq. OLYMPIA LAW, P.C. 9480 S. Eastern Ave #257 Las Vegas, NV 89123 Tel: 702-522-6450 Fax: 702-848-5420 E-mail: bryan@olympialawpc.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Duck Rim, president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb17-12705.pdf JZG RESOURCES: Hires Kurtzman Matera as Attorneys ------------------------------------------------- JZG Resources, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Kurtzman Matera, P.C. as attorneys. The Debtor requires Kurtzman Matera to: (a) give all legal advice with respect to the powers and duties of a debtor in possession in the continued operation of its business and management of its property; (b) take the necessary legal steps to enjoin and stay, until the final decree herein, pending actions and proceedings or those actions and proceedings hereinafter instituted; (c) prepare, on its behalf, all necessary papers including, but not limited to, petitions, answers, orders, reports, memoranda and all other legal papers necessary in the administration of this estate; (d) perform all other legal services which may be necessary herein; and (e) examine claims filed herein in order to establish the validity of the claims and the amounts due. Kurtzman Matera will be paid at these hourly rates: Attorney $525 Paralegal $200 Kurtzman Matera will also be reimbursed for reasonable out-of-pocket expenses incurred. Kurtzman Matera was paid a retainer of$25,000 plus the filing fee. Rosemarie E. Matera, attorney of Kurtzman Matera, 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. Kurtzman Matera can be reached at: Rosemarie E. Matera, Esq. KURTZMAN MATERA, PC 664 Chestnut Ridge Road Spring Valley, NY 10977 Tel: (845) 352-8800 Fax: (845) 352-8865 E-mail: law@kmpclaw.com JZG Resources Inc. operates as a real estate development company in Armonk, New York. JZG Resources provides property management, real estate development, leasing and construction services. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-22657) on April 28, 2017, listing $1.01 million in total assets and $19.92 million in total liabilities. The petition was signed by Jerome Z. Ginsburg, president. Judge Robert D. Drain presides over the case. Rosemarie E. Matera, at Kurtzman Matera, PC, serves as the Debtor's bankruptcy counsel. A list of the Debtor's three unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-22657.pdf KATY INDUSTRIES: Gets Interim Court Approval on $7.5M Financing --------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an interim order approving Katy Industries' D.I.P. financing motion. As previously reported, "The DIP Facility is a secured, superpriority, debtor in possession, new money, non-amortizing, multiple draw term loan facility in the aggregate principal amount of $7,500,000. Loans under the DIP Facility shall be available in up to four installments, subject to the applicable conditions to borrowing thereunder. Upon the entry of the Interim DIP Order and the closing of the DIP Facility on the closing date, subject to satisfaction of the applicable conditions to borrowing thereunder, up to $4,500,000 of the Commitment shall be made available by the DIP Lender pursuant to the Initial DIP Budget, subject to Permitted Variances. Upon the entry of the Final DIP Order, subject to the applicable conditions to borrowing thereunder, the balance of the Commitment shall be made available in up to three installments pursuant to the DIP Budget then in effect." About Kay Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, and its wholly-owned direct and indirect subsidiaries ("Company"), were organized as a Delaware corporation in 1967. The Company is a well-known manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental(R), Huskee(R), Color Guard(R), Wilen(R), Muscle Mop(R), Contico(R), Tuffbin(R), and SilverWolf(R), among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. It currently employs approximately 300 employees, and supplements its workforce with a significant number of additional labor employed through third parties. The Company boasts a broad and loyal customer base with over 1,500 customers encompassing stable industry leaders, providing the Company with a sustainable platform of consumable products and a recurring revenue source. In the fiscal year 2016, it generated revenues of approximately $107.9 million across its various business units. Katy Industries, Inc., and its affiliates filed a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Case No. 17-11101) on May 14, 2017. The petitions were signed by Lawrence Perkins, chief restructuring officer. Katy Industries disclosed assets at $821,321 and liabilities at $58,421,346. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel. KDA GROUP: Priority Tax Claims to be Paid in Full Over 3 Years -------------------------------------------------------------- KDA Group, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a second amended disclosure statement to accompany amended liquidating plan dated May 10, 2017, to amend the treatment of Class 2 Priority Tax Claims and to identify all executory contracts that are to be assumed or assumed and assigned under the Plan. Class 2 Priority Tax Claims, to the extent that there are any tax claims, will be paid their allowed claims in full over 3 years after payment to Class 1. The Second Amended Disclosure Statement adds that the penalty portion of any Class 2 claimant's claim will be paid on a pro rata basis in Class 4 provided the claimant has filed a claim and the penalties are allowed. This plan will be funded by the collection of the accounts receivable and a 25% portion of the payment stream from the sale of the Debtor's clients to YPM, Inc. The Debtor anticipates a revenue stream from YPM of approximately $17,500 per year for four years, totaling $70,000. This amount represents 25% of the estimated remaining YPM receivable. These funds will be used to pay allowed claims. The Debtor will also attempt to collect delinquent accounts receivable. The outstanding accounts receivable are approximately $314,471.94. Any amounts recovered from the accounts receivable will be used to pay claims and increase the dividend to creditors. The Debtor has a note in the amount of $250,000 to Joy from Within, Inc Joy From Within, LLC. Joy From Within, LLC, used this note to purchase a corporation. Joy From Within, LLC, believes that it was defrauded in that sale and is pursuing legal action against the seller. If Joy From Within, LLC, does not recover from the seller, there will be no funds available for the Debtor. Any funds that are collected from this note will be used to pay claims and increase the dividend to creditors. Excluding the Joy From Within amount, the assets are estimated to total $621,638.55 if they are fully collected. After satisfaction of Class 1 (Administrative), Class 2 (Priority Tax Claims) and Class 3 (Secured Claims), there could be up to approximately $379,967.10 available for distribution to Class 4 general unsecured creditors. The Plan constitutes a compromise of protracted litigation with one of the Debtor's vendors, YP. The Plan settles that litigation and avoids the Debtor incurring any further legal fees to resolve the litigation. YP asserted a first priority security interest in all of the Debtor's accounts including accounts receivable. The Debtor disputed the security interest. The Debtor's accounts receivable have a book value of $314,471.94, the Joy From Within receivable if fully collected has a value of $250,000, and the Debtor estimates the remaining value of the YPM Receivable is $280,000. These three amounts total $844,471.94. YP and the Debtor agreed to settle and resolve the litigation by allowing YP's claim in the amount of $6,350,502.45, YP retaining its liens, allocating 75% of the gross amount of the remaining YPM Receivable to YP's secured claim (Debtor estimates this value at $210,000), YP retaining a deficiency claim in the Class 4 general unsecured claim pool, and agreeing to resolve the underlying litigation with mutual releases. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-21821-153.pdf As reported by the Troubled Company Reporter on March 13, 2017, the Debtor filed with the Court an amended disclosure statement to accompany the amended liquidating plan dated Feb. 27, 2017, stating that the Debtor will be liquidating its assets. The Debtor anticipates funds over the next 36 months from the sale of its clients. The Debtor will also attempt to collect its delinquent accounts receivable to fund the Plan. KDA Group, Inc. Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-21821) on May 12, 2016, estimating its assets at between $100,000 and $500,000 and liabilities at between $10 million and $50 million. The petition was signed by Nicholas D. E. Barran, authorized representative. Judge Gregory L. Taddonio presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Troubled Company Reporter, on July 1, 2016, reported that the Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of KDA Group, Inc. KERSEY-BORAH: Taps Scroggins & Williamson as Legal Counsel ---------------------------------------------------------- Kersey-Borah Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Scroggins & Williamson, P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, conduct examinations, and assist in the preparation of a bankruptcy plan or any potential sale of its assets. The hourly rates charged by the firm range from $195 to $450 for attorneys, and $75 to $150 for paralegals. Scroggins currently holds $23,308.76 as retainer. J. Hayden Kepner, Jr., Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Robert Williamson, Esq. J. Hayden Kepner, Jr., Esq. Scroggins & Williamson, P.C. One Riverside 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Tel: (404) 893-3880 Fax: (404) 893-3886 Email: rwilliamson@swlawfirm.com Email: hkepner@swlawfirm.com About Kersey-Borah Properties Kersey-Borah Properties Inc., a domestic profit corporation based in Byron, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 17-50941) on May 1, 2017. Bernerd Frank Borah, CFO, signed the petition. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Judge James P. Smith presides over the case. LAND O' LAKES: Fitch Affirms BB Preferred Stock Rating ------------------------------------------------------ Fitch Ratings issued a correction of a press release on Land O'Lakes Inc. published on May 19, 2017. It corrects the rating of Land O' Lakes, Inc.'s preferred stock. The revised release is as follows: Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Land O' Lakes, Inc. (LOL). The Rating Outlook is Stable. KEY RATING DRIVERS Significant Scale, Strong Brands LOL's ratings reflect its significant scale as the second largest U.S. agricultural cooperative (co-op) and leading market shares within the categories in which it competes. LOL, with sales of approximately $13 billion, has expanded both organically and through mergers, acquisitions and joint ventures. The co-op's lengthy history since 1921, long-term relationships with its grower/owners, as well as strong brands including Land O' Lakes, Purina Animal Nutrition, and WinField Solutions, support the ratings. Dairy members supply LOL's Dairy segment with milk, cream, cheese and butter. Ag Services members purchase agricultural products, primarily feed, seed and crop protection products. Diversified Operations LOL's operations are more diversified versus its agricultural peers. In 2015, LOL acquired United Suppliers Inc. (United) in a two-step merger process that has increased LOL's scale and exposure to the more profitable Crop Inputs segment. After merging United's seed and crop protection business in October 2015, the second phase merges United's remaining crop nutrient operations and is expected to complete in October 2017. For 2016, Dairy Foods, Feed, and Crop Inputs accounted for 27%, 27% and 45% of EBITDA respectively. Additionally, EBIT margins were 1.8%, 2.4% and 3.9% for the respective segments. Fitch expects once United's crop nutrients business is merged, the Crop Inputs segment will generate close to 50% of LOL's overall EBITDA for 2018. Low-Margin Business LOL's competitive market positioning is balanced against its exposure to volatile commodity products with low single-digit EBITDA margins. Consolidated EBITDA margin was 4.3% in 2016 compared to 3.8% in 2015 driven by margin increases in the Dairy and Feed segments. Fitch's forecast has margins increasing modestly in 2017 from improved mix and cost initiatives. LOL generated in excess of $50 million in synergy benefits from the United Suppliers merger with the majority of the savings reinvested back into the business. LOL expects to realize an additional $50 million in synergy cost savings phased in over the next two years related to supply chain and back office initiatives. Retained Earnings, Board Policies Provide Flexibility Co-ops generally distribute the majority of their earnings back to members, which can constrain financial flexibility resulting in low free cash flow (FCF) generation. LOL's board has a current cash target for distribution of 60% of prior year's net earnings with the remainder retained by the company as either permanent or member equity. The 60% target was adopted by LOL's board in 2005 to more adequately align the total cash revolvements for members to operating performance in earnings. However, LOL has multiple levers it can pull to retain additional earnings by adjusting co-op policies that provide flexibility to acquire and maintain adequate capital with which to fund strategic business initiatives. LOL retains permanent equity through both its non-member business earnings (i.e. Eggland's Best) and LOL's by-laws that allow the company to retain up to 25% of earnings from its member business with no revolvement requirements. The current holdback percentages for the dairy and the agriculture business are both 10%. The holdback percentage and cash target for distribution is subject to annual board review. LOL could also reduce the cash pay-out target to less than 60% although Fitch believes this would be a less likely option. Lastly, LOL can increase the amount of equity a member must retain in either the dairy or agricultural services co-op. This is evidenced by LOL's plan to increase the equity target investment rate for the dairy operations to $3.75 per hundred pounds of milk in 2018 from $2.75 to increase equity for future dairy M&A investment initiatives. Thus, Fitch believes this 60% target affords LOL sufficient flexibility to maintain adequate capital to finance its business and maintain sufficient permanent equity. Fitch treats the cash patronage pay-out as a dividend in its analysis. On an annual basis, the board of directors, at their discretion, will establish the total allowable payments for the current year cash to members, including cash patronage, age and estate payments, and equity revolvements for both the Dairy Foods and Ag Services members. Credit Enhancements Exist LOL's debt agreements contain credit enhancing restrictions that subordinate the majority of patronage payments to debt payments with an allowed 20% cash patronage distribution to preserve the co-op's tax status. LOL's effective income tax rate is substantially lower than the statutory federal and state income tax rates as a result of the tax deductibility of qualified patronage distributions made from net income. Relatively Stable Credit Metrics Expected For 2016, LOL's leverage (total debt/EBITDA) was 2.5x, total adjusted debt/EBITDAR was 3.1x and operating EBITDA/gross interest expense was 8.1x. Leverage increased to approximately 3.5x at the end of the first quarter 2017 due primarily to working-capital build and the $94 million acquisition of Vermont Creamery. For 2017, Fitch expects total debt/EBITDA will increase modestly from 2016 levels to the range of 2.7x to 2.8x. Over the longer term, Fitch expects LOL's leverage to be relatively stable in the mid-2x range. LOL's rent expense is significant, approximately $125 million annually. However, more than 40% consists of inventory storage fees for its dairy and crop inputs business that are very short-term and cancellable at any time. Thus, Fitch views the storage expense as a variable operating cost and adjusts lease expense accordingly. Fitch expects LOL will continue to explore value-added bolt-on M&A opportunities similar in size to the Vermont Creamery acquisition. KEY ASSUMPTIONS Fitch's key assumptions within Fitch ratings case for the issuer over the 2017 to 2018 timeframe include: -- Revenue growth in the mid-single digits in 2017, increasing to the low double-digit teens in 2018 due to the United Suppliers acquisition closing in late 2017 and volume growth across core categories; -- EBITDA increasing over the forecast period in 2017 to the $625 million range and the low-$700 million range in 2018 supported by M&A, mix, and margin improvements; -- Capital spending in the mid-$300 million range; -- Fitch assumes roughly $100 million in annual M&A transactions; -- FCF moderately negative in 2017 before turning modestly positive in 2018; -- Total cash payments to members is expected to be in excess of $200 million for revolvement, cash patronage, and estates and age retirements in 2017, declining materially in 2018; -- Total debt/EBITDA relatively stable over forecast period in the mid-2x range. For 2017, Fitch expects leverage of approximately 2.7x to 2.8x. RATING SENSITIVITIES Negative: Future developments that may, individually or collectively, lead to a negative action include: -- Sustained weakness or operating profit declines in at least one of LOL's key business segments; -- Leverage (total debt/EBITDA) sustained in excess of 3x; -- FCF (cash flow from operations less capex and dividends) after patronage dividends remains negative for multiple years; -- A Board commitment to a higher cash patronage payout that creates a sustained FCF deficit. Positive: Fitch does not expect a positive rating action in the near term due to the low growth and low-margin structure of its business segments. However, future developments that may, individually or collectively, lead to a positive action include: -- LOL diversifies its portfolio towards higher growth and higher-margin categories; -- Leverage is sustained below 2x; -- LOL consistently generates positive FCF. Liquidity and Capital Structure LOL's liquidity is sufficient at approximately $492 million as of March 31, 2017. Liquidity includes $51 million cash and cash equivalents, which varies seasonally, $381 million available on its $575 million senior unsecured revolver, and $60 million available on its $700 million receivables facility. Net proceeds from the recent offering of $250 million preferred stock was used to pay down outstanding balances under LOL's revolving credit facility, receivables securitization facility, and for working capital and general corporate purposes. Seasonal working capital needs are highest during the first and early fourth quarters and trough-to-peak liquidity can vary in the range of approximately $600 million to $800 million with timing of payments also affecting working capital swings. Consequently, FCF can be volatlile given the commodity-oriented nature of its business. Fitch forecasts a moderately negative FCF deficit for 2017 driven in part by working capital usage from inventories. Total cash payments to members are expected to be in excess of $200 million for revolvement, cash patronage, and estates and age retirements. LOL's capital structure consists of a $575 million unsecured credit facility due March 2020, $150 million senior unsecured term loan due August 2021, $170 million in senior unsecured private placement notes due 2018 through 2021, $300 million unsecured notes due August 2022, $200 million term loan due 2027 and a $700 million receivables securitization facility due March 2020. There are also $200 million junior subordinated capital securities due in March 2028 at Land O' Lakes Capital Trust I and $565 million of preferred stock at LOL. The preferred stock ranks junior to the senior debt and capital securities. Fitch grants 50% equity credit to LOL's preferred shares after considering the junior ranking, perpetuity, the option to defer dividends, and the cumulative coupon deferral. On or after April 4, 2027, the preferred stock will be redeemable at the option of the company. The term loans, revolving credit facility and private placement notes become secured on a pari passu basis in the event LOL does not maintain an investment-grade rating. In October 2015, LOL requested and was granted a release of security of substantially all of the material assets of LOL and its wholly owned domestic subsidiaries for the revolving credit facility, term loans and private placement notes. The release of security is conditional based on maintaining investment-grade ratings from two nationally recognized rating agencies. FULL LIST OF RATING ACTIONS Fitch affirms the ratings for LOL and its subsidiary, Land O'Lakes Capital Trust as follows: LOL -- Long-Term Issuer Default Rating (IDR) at 'BBB-'; -- Senior unsecured credit facility at 'BBB-'; -- Senior unsecured term loan at 'BBB-'; -- Senior unsecured private placement notes at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Preferred stock at 'BB'. Land O' Lakes Capital Trust I -- Jr. subordinated capital securities at 'BB+.' LE-NATURE INC: Court Snubs Ex-CEO's Bid to Evade 2011 Agreement --------------------------------------------------------------- Bonnie Eslinger, writing for Bankruptcy Law360, reports that the Third Circuit rebuffed another attempt by Gregory Podlucky, former CEO of Le-Nature's Inc., to be released from a 2011 plea agreement he struck with the government that resulted in a 20-year prison sentence for his role in a $668 million accounting fraud. Mr. Podlucky, Law360 relates, had fought charges that he orchestrated the massive fraud at the Company, falsifying the Company's financials and bankrolling a lavish lifestyle. About Le-Nature's Inc. Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. -- http://www.le-natures.com/-- made bottled waters, teas, juices and nutritional drinks. Its brands included Kettle Brewed Ice Teas, Dazzler fruit juice drinks and lemonade, and AquaAde vitamin-enriched water. On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in charge of management and operations. Within several days, Kroll uncovered massive fraud at Le-Nature's. On Nov. 1, 2006, Steven G. Panagos, a Kroll managing director, filed an affidavit with the Delaware Chancery Court setting forth the evidence of the financial fraud he had discovered at Le-Nature's. Four unsecured creditors of Le-Nature's filed an involuntary Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No. 06-25454) on Nov. 1, 2006. Kroll converted the proceedings from Chapter 7 to Chapter 11. On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's Holdings Inc., and Tea Systems International Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The Debtors' cases were jointly administered. The Debtors' schedules filed with the Court showed $40 million in total assets and $450 million in total liabilities. Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represented the Debtors in their restructuring efforts. The Court appointed R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl, Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11 Trustee. David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represented the Official Committee of Unsecured Creditors. Edward S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion McDonough & Lucas, represented the Ad Hoc Committee of Secured Lenders. Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented the Ad Hoc Committee of Senior Subordinated Noteholders. On July 8, 2008, the Bankruptcy Court issued an order confirming the liquidation plan for Le-Nature's. LIGHTBRIDGE CORP: Anticipateds Losses Raise Going Concern Doubt --------------------------------------------------------------- Lightbridge Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.74 million on $135,485 of consulting revenue for the three-months ended March 31, 2017, compared to a net loss of $334,705 on $166,546 of consulting revenue for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $8.13 million in total assets, $1.16 million in total liabilities, and a total stockholders' equity of $6.98 million. The Company has incurred recurring losses since inception and expects to continue to incur losses as a result of costs and expenses related to the Company's research and continued development of its nuclear fuel and its corporate general and administrative expenses. At March 31, 2017, the Company had $5.3 million in cash and restricted cash. The Company has expended substantial funds on the research and development of its fuel technology and expects to increase spending on research and development expenditures if the Company is able to execute on a potential joint venture with AREVA NP. The Company's net losses incurred for the three months ended March 31, 2017 amounted to $(1.7) million and working capital was approximately $4.9 million at March 31, 2017. As a result, there is substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2r9q9lZ Lightbridge Corporation is a nuclear fuel technology company. The Company participates in the nuclear power industry in the United States and internationally. Its segments include nuclear fuel technology business and nuclear energy consulting business. The nuclear fuel technology business develops next generation nuclear fuel technology that increases the power output of commercial reactors; generates nuclear energy and the amount of nuclear waste on a per-megawatt-hour basis, and enhances reactor safety and the proliferation resistance of spent fuel. The nuclear energy consulting business segment provides nuclear power consulting and strategic advisory services to commercial and governmental entities across the world. LOUISIANA MEDICAL: Sale of All Assets for $22M Approved ------------------------------------------------------- Judge of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized the sale by LMCHH PCP, LLC and Louisiana Medical Center and Heart Hospital, LLC of substantially all assets to Stirling Medical Lacombe, L.L.C. for $22,035,000. A Sale Hearing was conducted on April 13, 2017. Stirling submitted the highest and best purchase price for the Property in accordance with the bid procedures previously approved by the Court, totaling $22,035,000. The Debtors are authorized and empowered to enter into the Proposed PSA and the Proposed PSA is approved. The Court further ordered that all amounts payable (or reserved) by or on behalf of the Debtors under the Proposed PSA or in connection with the Sale Approval Order will be payable or reserved (as applicable) without the need for any application therefor or a further order of the Court. The Debtors will be authorized to make all payments and fund all reserves as provided for in the Proposed Sources and Uses at Closing unless the Committee objects to any such payments or the funding of any such reserves. If the Committee objects to a payment or reserve proposed to be made in the Proposed Sources and Uses, the Debtors will not make a Disputed Payment unless approved by the Court. The sale is free and clear of all of all liens, claims encumbrances and interests. Without limiting the foregoing, the Debtors will pay or reserve (as applicable) from the proceeds of the Sale (i) subject to the MidCap Payoff Amount, which will be payable to MidCap Funding IV Trust, or the MidCap Reserve, which will thereafter be distributed as set forth; (ii) the amounts necessary to satisfy the claim of MedCare Investment Fund V, L.P. ("DIP Lender") owing in respect of the DIP Loan Agreement; (iii) the amounts necessary to establish a fully funded reserve for the Centers for Medicare & Medicaid Services as set forth in the Final DIP Loan and Cash Collateral Order; and (iv) the tax claims asserted by St. Tammany Parish against real and movable property; and may pay (v) the allowed claim of any other creditor secured by an interest in the Property being sold. If an allowed claim secured by a Lien is not satisfied at Closing, the Lien (if any) of such claim will attach to the proceeds and consideration payable to or at any time received by the Debtors under the Proposed PSA in their same lawful rank and priority, subject to any and all defenses, claims and/or counterclaims or setoffs that may exist. No later than 14 days prior to the expiration of the Committee Review Period, MidCap will provide Debtors and the Committee with the amount and an explanation of the calculation thereof which MidCap in good faith asserts is due and owing under the MidCap loan documents as of such date, plus a reserve for any future interest, fees, and expenses that MidCap in good faith asserts will continue to accrue under the loan documents until such time as MidCap is paid in full ("MidCap Payoff Amount"). All of MidCap's Liens will attach to the MidCap Reserve with the same lawful rank and priority, subject, however, to any timely Challenge filed by the Committee. The Debtors and the Stalking Horse, and each of their respective officers, employees and agents, are authorized to take such actions necessary and appropriate to implement the Proposed PSA and to close the transactions contemplated thereby without the necessity of a further order of the Court as provided by the Proposed PSA, including, but not limited to, the assumption and assignment of the Assumed Contracts, all in accordance with the terms of the Proposed PSA. As provided by Bankruptcy Rules 6004(h) and 6006(d), the Sale Approval Order will not be stayed for 14 days after its entry, and will be effective immediately upon entry, and the Debtors and the Stalking Horse are authorized to close the Sale Transition immediately upon entry of the Sale Approval Order. A full-text copy of the Sale Approval Order is available for free at: http://bankrupt.com/misc/LMCHH_PCP_377_Order.pdf About Louisiana Medical LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC, currently operate a state-of-the-art 213,000 square facility and two medical office buildings. Originally licensed for 58 beds in 2003, as a result of its physical and strategic expansion in 2007, the Hospital is now a full-service 132-bed acute care hospital with seven operating rooms, three catheterization laboratories, and a 24-hour heart attack intervention center dedicated to providing advanced medical treatment and compassionate care to patients and families throughout the North Shore area. LMCHH PCP and LHH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30, 2017. The cases have been assigned to the Hon. Judge Laurie Selber Silverstein. LMCHH estimated assets in the range of $1 million to $10 million and liabilities of up to $500 million. LHH estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as local counsel, Alston & Bird LLP as legal counsel, and The Garden City Group, Inc., as claims and noticing agent. MARKETS & FUN: Wants Exclusive Plan Filing Extended to Aug. 1 ------------------------------------------------------------- Markets & Fun, LLC, asks the U.S. Bankruptcy Court for the District of Puerto Rico for an additional extension of time, until Aug. 1, 2017, of the exclusivity period to submit its Disclosure Statement and Plan of Reorganization. The Debtor also requests that the deadline to procure votes for the plan be extended for a term of 60 days after the court approves the Disclosure Statement. The Debtor explains that due to the need to reconcile all timely filed claims and conclude negotiations with creditors, it is not in a position, at this juncture, to file its Disclosure Statement and Plan of Reorganization. On April 3, 2017, the Debtor filed a motion to extend the exclusivity period to file its disclosure statement and plan of reorganization and to secure the votes to confirm the plan, citing the same reasons. On April 5, 2017, the exclusivity period to file its Disclosure Statement and Plan of Reorganization was extended to May 25. The Debtor says it has moved forward in its reorganization process and is in compliance with all of its duties under the Bankruptcy Code and the Guidelines of the U.S. Trustee. The Debtor attended the meeting of creditors, which was held and closed, and appeared at the status conference. However, the Debtor says it is still in the process of conducting negotiations with key creditors that are necessary in order to propose the plan. The Debtor says that it is indispensable for it to be able to reconcile all claims in order to propose a complete, viable and effective plan that account for all claims. Markets & Fun, LLC, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-08010) on October 5, 2016, and is represented by Myrna L Ruiz Olmo, Esq., at MRO Attorneys at Law, LLC. MARSH SUPERMARKETS: Taps Peter J. Solomon as Investment Banker -------------------------------------------------------------- Marsh Supermarkets Holding, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Peter J. Solomon Company as its investment banking advisor. The firm will provide these services to the company and its affiliates in connection with their Chapter 11 cases: (a) assist the Debtors in evaluating their business and financial performance and long-term strategic objectives and plan, and in preparing a financial model; (b) assist the Debtors in evaluating their financial alternatives; (c) advise the Debtors in considering the desirability of effecting a transaction and in developing a general strategy for accomplishing such transaction; (d) assist the Debtors in identifying, developing, updating and reviewing, on an ongoing basis, potential counterparties and contact such counterparties as the Debtors may designate; (e) at the Debtors' request, assist them in the preparation of descriptive data and a management presentation concerning their businesses; (f) assist in arranging due diligence visits, meetings and consultations between the Debtors and the counterparties, and coordinate distribution of all information related to them Debtors; (g) consult with and advise the Debtors concerning opportunities for any transaction, and periodically advise them as to the status of dealings with any potential counterparty; (h) advise and assist management of the Debtors in making presentations to the Board of Directors and Managers concerning general strategy and any proposed transaction; (i) assist the Debtors in the course of their negotiations of any transaction with a potential counterparty; (j) assist the Debtors in the execution of and closing under a definitive agreement relating to a transaction; and (k) if the Debtors pursue a restructuring transaction, assist them in developing and seeking approval of a restructuring plan, among other things. The Debtors have agreed to pay Peter J. Solomon a retainer fee of $25,000, and a monthly advisory fee of $100,000. In the event of any sale or restructuring transaction, a fee equal to: (i) in the case of a majority sale transaction or restructuring transaction, the greater of $1.95 million, or with respect only to a majority sale transaction, 3% of aggregate consideration paid or payable; or (ii) in the case of any sale transaction other than a majority sale transaction, in each case, the product of $35,000 multiplied by the number of stores or leases of the company acquired by any counterparty in such sale transaction; In the event of a financing transaction, in each case, a financing fee equal to the greater of $950,000 or the applicable percentage of the gross proceeds of, or if greater, maximum lending or funding commitment under, such financing transaction: (i) 1% for senior secured debt; (ii) 3% for junior secured debt or any unsecured debt; and (iii) 5% for common, preferred or other equity. Scott Moses, managing director at Peter J. Solomon, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott Moses Peter J. Solomon Company 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 508-1600 Fax: (212) 508-1633 About Marsh Supermarkets Headquartered in Indianapolis, Indiana, Marsh Supermarkets -- http://www.marsh.net-- 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. The stores are primarily operated through debtors Marsh Supermarkets Company, LLC, Marsh Supermarkets, LLC and O'Malia Food Markets, LLC. Marsh Supermarkets was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP and certain independent investors. Marsh Supermarkets Holding, LLC, and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-11066 through 17-11081) on May 11, 2017. The petitions were signed by Lee A. Diercks of Clear Thinking Group LLC, chief restructuring officer. Judge Brendan Linehan Shannon presides over the cases. At the time of filing, Marsh Supermarkets Holding estimated less than $50,000 in assets and $50 million to $100 million in debt. As of the petition date, the Debtors operate a total of 60 stores in Indiana and Ohio, and have a workforce of approximately 4,400 employees. The Debtors tapped Shane M. Reil, Esq., Robert S. Brady, Esq., Michael R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Ashley E. Jacobs, Esq. at Young Conaway Stargatt & Taylor, LLP as counsel; Clear Thinking Group as restructuring advisors; Peter J. Solomon Company as investment banking advisor; and Prime Clerk LLC as claims and noticing agent. No official committee has been appointed and no request has been made for the appointment of a trustee or examiner. MARSH SUPERMARKETS: Taps Prime Clerk as Administrative Agent ------------------------------------------------------------ Marsh Supermarkets Holding, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as administrative agent. The services to be provided by the firm include: (a) assisting in the solicitation, balloting and tabulation of votes, and preparing any related reports in support of confirmation of a Chapter 11 plan; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) assisting in the preparation of schedules of assets and liabilities and statements of financial affairs, and gathering data in conjunction therewith; (d) providing a confidential data room; (e) managing and coordinating any distributions pursuant to a bankruptcy plan; and (f) providing other administrative services. The hourly rates charged by the firm are: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 Chief Operating Officer/Executive VP No charge Solicitation Consultant $190 Director of Solicitation $210 Michael Frishberg, co-president and chief operating officer of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Frishberg Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About Marsh Supermarkets Headquartered in Indianapolis, Indiana, Marsh Supermarkets -- http://www.marsh.net-- 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. The stores are primarily operated through debtors Marsh Supermarkets Company, LLC, Marsh Supermarkets, LLC and O'Malia Food Markets, LLC. Marsh Supermarkets was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP and certain independent investors. Marsh Supermarkets Holding, LLC, and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-11066 through 17-11081) on May 11, 2017. The petitions were signed by Lee A. Diercks of Clear Thinking Group LLC, chief restructuring officer. Judge Brendan Linehan Shannon presides over the cases. At the time of filing, Marsh Supermarkets Holding estimated less than $50,000 in assets and $50 million to $100 million in debt. As of the petition date, the Debtors operate a total of 60 stores in Indiana and Ohio, and have a workforce of approximately 4,400 employees. The Debtors tapped Shane M. Reil, Esq., Robert S. Brady, Esq., Michael R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Ashley E. Jacobs, Esq. at Young Conaway Stargatt & Taylor, LLP as counsel; Clear Thinking Group as restructuring advisors; Peter J. Solomon Company as investment banking advisor; and Prime Clerk LLC as claims and noticing agent. No official committee has been appointed and no request has been made for the appointment of a trustee or examiner. MARSH SUPERMARKETS: U.S. Trustee Forms 7-Member Committee --------------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Marsh Supermarkets Holding, LLC. The committee members are: (1) Central States, Southeast and Southwest Areas Pension Fund Attn: Brad Berliner 9377 West Higgins Road Rosemont, IL 60018 Tel: (847) 939-2478 Fax: (847) 518-9797 (2) Supervalu, Inc. Attn: Bruce Besanko 11840 Valley View Road Eden Prairie, MN 55344 Tel: (952) 828-4082 Fax: (952) 906-6510 (3) AmerisourceBergen Drug Company Attn: Chris Fleming 225 Washington Street Conshohocken, PA 19428 Tel: (610) 727-7161 (4) Yorktown Grocery Management, LLC Attn: Dee Headley, Cushman & Wakefield as Receiver One American Square, Suite 1300 Indianapolis, IN 46282 Tel: (317) 236-6433 (5) Donya Partners Attn: Safaa Elnaggar 18 Royal Vale Drive Oakbrook, IL 60523 Tel: (630) 309-3006 Fax: (630) 734-3006 (6) PepsiCo, Inc. Attn: W. Conrad Ragan 1100 Reynolds Boulevard Winston-Salem, NC 27105 Tel: (336) 896-5699 Fax: (336) 896-6003 (7) Pension Benefit Guaranty Corporation Attn: Cassandra Guichard 1200 K. Street NW, Washington, DC 20005 Tel: (202) 326-4000 Ext. 4923 Fax: (202) 326-4112 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Marsh Supermarkets Headquartered in Indianapolis, Indiana, Marsh Supermarkets -- http://www.marsh.net-- 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. The stores are primarily operated through debtors Marsh Supermarkets Company, LLC, Marsh Supermarkets, LLC and O'Malia Food Markets, LLC. Marsh Supermarkets was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP, and certain independent investors. Marsh Supermarkets Holding, LLC, and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-11066 through 17-11081) on May 11, 2017. The petitions were signed by Lee A. Diercks of Clear Thinking Group LLC, chief restructuring officer. Judge Brendan Linehan Shannon presides over the cases. At the time of filing, Marsh Supermarkets Holding estimated less than $50,000 in assets and $50 million to $100 million in debt. As of the Petition Date, the Debtors operate a total of 60 stores in Indiana and Ohio, and have a workforce of approximately 4,400 employees. The Debtors tapped Shane M. Reil, Esq., Robert S. Brady, Esq., Michael R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Ashley E. Jacobs, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel; Clear Thinking Group as restructuring advisors; and Peter J. Solomon Company as investment banking advisor. MAXUS ENERGY: UST Wants Changes to Liquidating Trust Agreement -------------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region 3, filed with the U.S. Bankruptcy Court for the District of Delaware an objection to Maxus Energy Corporation, et al.'s the confirmation of the Debtors' second amended Chapter 11 plan of liquidation. The U.S. Trustee does not object to confirmation of the Second Amended Plan, but rather objects solely to one provision in the Liquidating Trust Agreement. Section 3.12 of the Liquidating Trust Agreement provides that: None of the Liquidating Trustee, the Liquidating Trust Oversight Committee, or their respective members, advisors or professionals, will be liable for any damages arising out of the creation, operation or termination of the Liquidating Trust, including actions taken or omitted in fulfillment of his or her duties with respect to the Liquidating Trust, except in the case of party's gross negligence, bad faith or willful misconduct; provided, that in no event will any such party be liable for punitive, exemplary, consequential or special damages under any circumstances. . . . Notwithstanding the foregoing, nothing in this Section 3.12 will relieve the Liquidating Trustee or the members of the Liquidating Trust Oversight Committee from any liability for any actions or omissions arising out of their gross negligence or willful misconduct; provided, that in no event will any person be liable for punitive, exemplary, consequential, or special damages under any circumstances. According to the U.S. Trustee, the provisions are inappropriate and provide a greater exculpation to the Liquidating Trustee, the Liquidating Trust Committee, and their members, advisors and professionals than is permitted under applicable law. The Objection is available at: http://bankrupt.com/misc/deb16-11501-1430.pdf About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 16-11501) on June 17, 2016. The Debtors will use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP, as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC, as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MCK MILLENNIUM: Wants to Enter Lease Agreement with Sapori ---------------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on May 26, 2017, at 11:30 a.m., to consider MCK Millennium Centre Retail, LLC's lease with Sapori Antichi International Import, Inc. The Debtor is in the business of operating condominium retail space located at 33 W. Ontario Street, Chicago, Illinois ("Retail Parcel") and as such ordinarily and necessarily enters into leases granting tenants spaces and rights that affect the property for periods in excess of five years. The Debtor has entered into a Lease, subject to the approval of the Court, to let specific space located at 22 W. Ohio Street within the Retail Parcel which consists of approximately 2,308 square feet at a market rental, with payments commencing in the fourth month. The term of the Lease is for five years after its Commencement Date and further grants options to renew. The general terms of the Lease are on a triple net basis. The definition of any of the Lease terms therein will control to the extent that anything contained in the motion is inconsistent with provisions of the Lease. A copy of the Lease attached to the Motion is available for free at: http://bankrupt.com/misc/MCK_Millennium_235_Sales.pdf Given that the Lease is being entered into in the ordinary course of the Debtor's business and therefore should not be subject to the 21-day notice requirement of FRBP 2002(a)(2), and given that time is of the essence for the lessee, seven days notice should be sufficient. It is the Debtor's considered business opinion that the Lease is highly beneficial to the future operation and value of its real property and benefits its estate and its creditors, including its secured creditor. Accordingly, the Debtor asks the Court to enter an Order (i) authorizing the Debtor to execute the Lease and perform its obligations thereunder; (ii) deeming seven days notice to be sufficient; and (iii) for any further relief that the Court deems just. The Tenant can be reached at: SAPORI ANTICHI INTERNATIONAL IMPORT, INC. c/o Gelato D'oro 1450 West Lake St., Suite #103 Addison, IL 60101 Attn: Michael E. Meranda E-mail: gelatodoro1@gmail.com About MCK Millennium Centre Retail MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and disclosed $16.2 million in assets and $9.50 million in liabilities as of the Petition Date. Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The Golding Law Offices, P.C., are serving as bankruptcy counsel to the Debtor. Kraft Law Office is the Debtor's special real estate counsel. Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave LLP, are representing lender MLMT 2005 MKB2 Millennium CentreRetail LLC. MEDICAL PROPERTIES: S&P Affirms 'BB+' CCR; Outlook Negative ----------------------------------------------------------- S&P Global Ratings revised its rating outlook on Medical Properties Trust Inc. and its operating partnership MPT Operating Partnership L.P. (collectively, Medical Properties Trust) to negative from stable and affirmed the 'BB+' corporate credit rating. At the same time, S&P affirmed its 'BBB-' issue-level rating on Medical Properties Trust's senior unsecured notes. The '2' recovery rating is unchanged, indicating S&P's expectation for substantial recovery (70-90%; rounded estimate: 70%) in the event of a payment default. MPT Finance corp. is a co-borrower on the notes. "The outlook revision reflects our view that the Steward related acquisition is expected to lead to heightened concentration risk as Medical Properties Trust's top tenant (now Steward) exposure rises to approximately 37% of total investment (nearly double Prime Healthcare's (B-/Watch Neg/--) current leading position of 20.1%, which will decline to 12.5% pro forma for the transaction), despite a modest improvement in scale," said credit analyst Sarah Sherman. "We view high tenant concentration as a key risk to health care REITs, where a majority of tenants are rated in the speculative-grade category." The negative outlook on Medical Properties Trust reflects S&P's view of heightened tenant concentration risk. Further, while a more diversified tenant exposure could naturally occur over time, S&P do not expect management to actively pursue this strategy as it intends to continue growing its relationships with certain top operators. S&P expects acquisitions will continue to occur at a brisk pace despite generally being funded in a leverage-neutral manner. Longer term, S&P anticipates the company will maintain stable to improving cash flow as a result of solid rent coverage and low lease rollovers. S&P would consider lowering the corporate credit rating on Medical Properties Trust if the company maintains exposure to its top tenant above the low-30% area over the next 12 months, or if one of its top tenants files for bankruptcy protection. Additionally, S&P' could lower the rating if tenants experience industry-related pressure, causing the tenant-level rent coverage to weaken considerably from current levels; or if the company aggressively pursues debt-financed acquisitions such that its credit metrics fail to improve, with debt to EBITDA remaining above 7.0x or debt to undepreciated capital exceeding 55% on a sustained basis. S&P could revise the outlook back to stable if Medical Properties Trust is able to bring down their pro-forma top tenant concentration from 37% (as a percent of revenues) to the low-30% range over the next 12 months, and if its top tenants stabilize their operations. Additionally S&P could revise the outlook to stable if the company completes less than forecasted acquisitions or issues additional equity beyond our projections such that debt to EBITDA improves and is sustained below 7.0x. MF GLOBAL: Allied World Objects to $1.8M in Counsel Fee Payment --------------------------------------------------------------- Bryan Koenig, writing for Bankruptcy Law360, reports that former MF Global excess insurer Allied World Assurance Co. Ltd. has denied before the U.S. Bankruptcy Court for the Southern District of New York of breaching court rules, despite the Debtor's bid for $1.8 million in attorneys' fees over insurers' alleged failure to obtain court authorization before filing an action to arbitrate a contract dispute in Bermuda. According to Law360, the Debtor's trustee demanded that Allied World, Ironshore Insurance Ltd., Iron-Starr Excess Agency Ltd. and Starr Insurance & Reinsurance Ltd. pay up to $1.8 million as a result of their alleged violation. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MONAKER GROUP: LBB & Associates Raises Going Concern Doubt ---------------------------------------------------------- Monaker Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $7.10 million on $400,277 of revenues for the year ended February 28, 2017, compared to a net loss of $4.55 million on $544,658 of revenues for the year ended February 29, 2016. LBB & Associates Ltd. LLP, in Houston, Texas, states that the Company's accumulated deficit and limited financial resources raised substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at February 28, 2017, showed total assets of $2.59 million, total liabilities of $3.02 million, and a stockholders' deficit of $431,439. A full-text copy of the Company's Form 10-K is available at: http://bit.ly/2pZ1xMv Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. MRCEM LLC: Hearing on Disclosure Statement Approval Set for June 22 ------------------------------------------------------------------- The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey will hold a hearing on June 22, 2017, at 10:00 a.m., to consider the approval of MRCEM, LLC's disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed no later than 14 days prior to the hearing. About MRCEM LLC Headquartered in Brielle, New Jersey, MRCEM, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 15-13334) on Feb. 27, 2015, listing $2.64 million in total assets and $4.48 million in total liabilities. The petition was signed by James A. Maggs, managing member. Judge Michael B. Kaplan presides over the case. Andrew J. Kelly, Esq., at Kelly & Brennan, P.C., serves as the Debtor's bankruptcy counsel. NES RENTALS: S&P Raises CCR to 'BB-', Off CreditWatch Positive -------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Chicago-based equipment rental provider NES Rentals Holdings Inc. to 'BB-' from 'B' and removed it from CreditWatch, where S&P placed it with positive implications on Jan. 26, 2017. The rating outlook is stable. United Rentals Inc. has completed its acquisition of NES Rentals Holdings Inc. and NES Rentals' senior secured debt has been repaid. At the same time, S&P withdrew its issue-level rating on NES Rentals' senior secured debt because it was repaid in full on May 15, 2017. S&P subsequently withdrew its corporate credit rating on NES Rentals at the request of parent company United Rentals Inc. The rating actions follow the close of United Rentals' acquisition of NES Rentals and the full redemption of NES Rentals' senior secured debt. NEVADA GAMING: Sartini Buying Slot Route Assets for $2.9 Million ---------------------------------------------------------------- Nevada Gaming Partners, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of slot route properties outside the ordinary course of business to Sartini Gaming, LLC for $2,900,000. The Debtor has three business lines: (a) slot route operations ("Slot Route Business"); (b) casino operations at the Klondike Sunset Casino in Henderson, Nevada ("Casino Business"); and (c) refurbishment of slot machines. On Feb. 16, 2016, the Debtor filed its Motion for Entry of Order Establishing Bidding Procedures and Deadlines Relating to Sale Process for Certain of Debtor's Slot Route Properties and Casino Assets, and Klondike Partners' Assets, Including Deadline to Object to Cure Amounts ("Bidding Procedures Motion"). On March 6, 2017, the Debtor filed its Debtor's Reply to Committee Opposition to the [Bidding Procedures Motion], wherein the Debtor determined, among other things, to limit the bidding procedures and the auction process to certain assets of the Slot Route Business only. On March 13, 2017, the Court entered the Bidding Procedures Order, authorizing the Debtor to solicit bids and conduct an auction with respect to certain assets of its Slot Route Business pursuant to the terms and conditions of the Bidding Procedures. There were three Qualified Bidders under the terms of the Bidding Procedures. Of the three, only two Qualified Bidders elected to participate in the Auction. The Bank of Nevada did not submit a credit bid. The Debtor, in consultation with the Creditors Committee and the Bank of Nevada, selected PDS Gaming-Nevada, LLC as the lead bidder. Sartini overbid PDS by $500,000 as the last and Successful Bid. The Asset Purchase Agreement dated as of May 17, 2017 provides that Sartini will pay $2,900,000 for the Purchased Assets. The Purchase Price will be adjusted downward for losses in certain gross revenues as set forth in Section 3.1 of the Purchase Agreement. The Debtor will retain copies of its books and records relating to the Purchased Assets. As required by the Bidding Procedures, Sartini has paid the Debtor a Good Faith Deposit of $100,000. If the Court approves Sartini as the Successful Bidder and Sartini proceeds to the Closing Date), the Good Faith Deposit will be applied to the Purchase Price. If the Court approves Sartini as the Successful Bidder and Sartini fails to proceed to close the transaction, in violation of the terms and conditions set forth in the Purchase Agreement, and the Purchase Agreement is Terminated by Seller in accordance with the terms and conditions thereof, the Good Faith Deposit will immediately become non-refundable and will be released to the Debtor. Subject to the Court's approval of Sartini as the Successful Bidder, Sartini will pay directly to the Nevada Gaming Control Board ("Board"), if required by the Board in connection with Sartini's application for all requisite Gaming Approvals, $100,000 ("Gaming Approval Deposit"). The Gaming Approval Deposit will be relinquished to the Debtor under the conditions set forth in the Purchase Agreement. If Sartini obtains all Gaming Approvals required under the Purchase Agreement, then any unused portion of the Gaming Approval Deposit will be returned to Sartini upon: (a) Sartini's obtaining all requisite Gaming Approvals; or (b) notification by the Board to either the Debtor or Sartini of the unused balance of the Gaming Approval Deposit and the release of such unused balance. The Closing Date for the transactions contemplated under the Purchase Agreement must occur no later than 120 days after the Effective Date. Sartini does not expect to have all requisite Gaming Approvals necessary to purchase the Purchased Assets as of the Effective Date. As such, the Debtor has agreed to enter into an Interim Services Agreement that will provide, among other things, that Debtor will continue to operate the Purchased Assets and such Interim Agreement will terminate when Sartini has obtained all requisite Gaming Approvals. In the meantime, Debtor has moved to assume the Slot Route Agreements, and intends to pay the Cure Amounts from its DIP Revolving Credit Agreement ("DIP Loan"). If approved by the Court, the assignment will take place on the Closing Date. The Debtor, in consultation with counsel to the Bank of Nevada and counsel to the Creditors Committee, selected Sartini as the highest and best bid. The Purchase Price will allow it's Estate to net approximately $917,250 after (a) paying back the DIP Loan for approximately $150,000 borrowed to pay Cure Amounts to the counterparties to the assumed Slot Route Agreements, (b) paying approximately $1,500,000 in secured claims, and (c) paying $332,750 for Cure Amounts as of Dec. 31, 2016, for the Slot Route Agreements relating to the Kmart properties. The Debtor submits that these terms are fair and are reasonable, and are within the norm to be expected for transactions of this type. Accordingly, the Debtor asks the Court to approve and authorize (i) the Sale of the Purchased Assets, free and clear of all Claims and Interests, to Sartini pursuant to the terms and conditions of the Purchase Agreement; (ii) the assignment of the Slot Route Agreements to Sartini; and grant the Debtor such other and further relief as is just and appropriate. The effective date of the Purchase Agreement is currently contemplated to be May 31, 2017 (the "Effective Date"). The Closing must occur no later than 120 days after the Effective Date (the "Termination Date"); provided, however, that if Sartini is diligently pursuing all requisite Gaming Approvals, the Termination Date will be extended for so long as Sartini continues to diligently pursue such Gaming Approvals. Deadlines for conditions to closing are that all of Debtor's and Sartini's deliveries under Article IV of the Purchase Agreement must occur on or before the Effective Date and all other conditions in Article X must occur on or before the Closing Date. The Debtor asks that the Sale of the Purchased Assets be effective immediately by providing that the 14-day stays under Bankruptcy Rules 6004(h) & 6006(d) are waived. About Nevada Gaming Partners Headquartered in Las Vegas, Nevada, Nevada Gaming Partners, LLC, is a gaming company that focuses on slot route operations, casino, operations and refurbishment of slot machines. The Debtor operated 429 slot machines throughout the State of Nevada via its Slot Routes as of the bankruptcy filing date. The Company does business as Nevada Gaming Partners Management II, LLC, Nevada Gaming Centers, Nevada Gaming Partners Management II, Sarah's Kitchen, Nevada Gaming Partners, Evolve Gaming Management and Klondike Sunset Casino. Nevada Gaming filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-15521) on Oct. 12, 2016. The petition was signed by Bruce Familian, manager. The Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Laurel E. Davis presides over the case. The Debtor is represented by Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP. Henry & Horne, LLP serves as the Debtor's financial advisor. On January 12, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Brinkman Portillo Ronk, APC serves as the committee's legal counsel. NEWBURY COMMON: Court Confirms Plan of Liquidation -------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware has confirmed Newbury Common Associates, LLC, and certain of its affiliates' amended joint plan of liquidation dated April 10, 2017. A copy of the court order is available at: http://bankrupt.com/misc/deb15-12507-1805.pdf Vince Sullivan, writing for Bankruptcy Law360, reports that the Court approved the Plan after the Debtors reached terms on a settlement with secured lenders to decrease their claims by more than 75%. As reported by the Troubled Company Reporter on April 18, 2017, the Debtors filed a disclosure statement dated April 10, 2017, referring to the Debtors' amended joint plan of liquidation, wherein Class 4 Settling Lender Claims are impaired by the Plan and holders are expected to recover 23%. About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC, and 8 affiliates commenced a voluntary case under Chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). The petitions were signed by Marc Beilinson, chief restructuring officer. At the time of the filing, the Debtors estimated assets and liabilities at $100 million to $500 million. Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr., and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' Chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors are represented by Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, and Dechert LLP. They retained Donlin Recano as claims and noticing agent, and Anchin, Block & Anchin as their Forensic Accounting Services Provider. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Debtors' cases. NORTHERN OIL: S&P Raises Rating on Sr. Unsecured Notes to 'CCC' --------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on U.S.–based oil and gas exploration and production company Northern Oil and Gas Inc.'s senior unsecured notes to 'CCC' from 'CCC-', and revised the recovery rating to '4' from '5'. The '4' recovery rating indicates S&P's expectation of average (30%-50%; rounded estimate: 30%) recovery for creditors in the event of a payment default. The company's lenders have reduced the borrowing base and commitments on Northern's reserve-based loan (RBL) facility to $325 million from $350 million, lowering expected priority debt. In addition, the company's PV-10 value of its proved reserves has increased meaningfully due to increased reserves over the past year using S&P's recovery price deck assumptions. RECOVERY ANALYSIS -- S&P's analysis incorporates Northern's reduced $325 million borrowing base and commitment on the RBL facility. -- S&P's simulated default scenario for Northern contemplates a sustained period of weak crude oil and North American natural gas prices, consistent with past defaults in this sector. -- S&P based its valuation on a company-provided PV-10 report, using year-end 2016 proven reserves evaluated at S&P's recovery price deck assumptions of $50 per barrel for West Texas Intermediate (WTI) crude oil, $3.00 per million British thermal unit for Henry Hub natural gas, and natural gas liquids at the company's historical 12-month realization to WTI. Simulated default assumptions: -- Simulated year of default: 2018 Simplified waterfall: -- Net estimated valuation (after 5% administrative costs): $585 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Collateral value available to first-priority secured creditors: $585 million -- Secured first-lien debt claims: $337 million -- Recovery expectations: Not applicable -- Value available to repay senior unsecured claims: $248 million -- Senior unsecured debt claims: $730 million -- Recovery expectations: 30% to 50% (rounded estimate: 30%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Northern Oil And Gas Inc. Corporate Credit Rating CCC/Negative/-- Issue-Level Rating Raised; Recovery Rating Revised To From Northern Oil And Gas Inc. Sr Unsecd Nts CCC CCC- Recovery Rating 4(30%) 5(25%) NOVA CHEMICALS: S&P Affirms 'BB+' CCR; Outlook Stable ----------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+' long-term corporate credit rating on Calgary, Alta-based plastics and chemicals producer NOVA Chemicals Corp. The outlook is stable. At the same time, S&P Global Ratings affirmed its 'BB+' issue-level rating on the company's senior unsecured notes outstanding. The '3' recovery rating on the notes is unchanged, and indicates S&P's expectation of meaningful (50%-70%; rounded estimate of 55%) recovery, under its simulated default scenario. "The affirmation reflects our view that, although we expect NOVA's financial risk profile to weaken following the debt-financed acquisition of Williams Partners L.P.'s Geismar, La. ethylene plant assets amid a period of elevated capital spending, we expect the company's dividend policy to no longer have an adverse impact on its financial policy," said S&P Global Ratings credit analyst Michelle Dathorne. S&P Global Ratings also assigned its 'BB+' issue-level rating and '3' recovery rating on the company's proposed US$2.1 billion senior unsecured notes. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate 55%) recovery in the event of default. The proposed notes will be pari passu with the notes outstanding. S&P has revised its financial risk profile assessment on the company by one category weaker to significant, to reflect the material increase in NOVA's leverage from the acquisition while the company continues to aggressively spend on its growth projects. NOVA recently announced a US$2.1 billion acquisition of ethylene plant assets from William Partners L.P. (the Geismar acquisition), which will be financed with the US$2.1 billion proposed notes issuance. At the same time, substantial spending on growth projects under the NOVA 2020 program also pressures credit measures. In S&P's view, these factors have reduced the company's flexibility to withstand further deterioration in credit measures. The unfavorable verdict in the Canadian patent claim case, wherein NOVA will likely have to pay out roughly US$500 million to Dow Chemical in 2017, further limits this flexibility. Partially offsetting the above factors is S&P's expectation that NOVA will experience material cash flow improvement. Although S&P believes polyethylene prices will remain pressured due to the significant U.S. Gulf Coast capacity coming online in 2017 and 2018, the impact from this new capacity will likely be delayed and not be as severe as S&P previously thought. S&P also expects cash flows to improve in 2018 as the company realizes full-year earnings from the Geismar acquisition. In addition, S&P expects NOVA to limit discretionary payments to parent International Petroleum Investment Co. (IPIC) within cash flow generation. The stable outlook on NOVA reflects S&P's expectation that the company will maintain its fully adjusted three-year, weighted-average FFO-to-debt above 30% over the next 12 months. S&P expects credit measures to weaken following the debt-fueled acquisition amid a period of elevated spending. However, the outlook also incorporates S&P's view that dividends to NOVA's parent are of secondary importance to spending on the company's growth projects. As such, S&P do not expect NOVA's dividend policy to have an adverse effect on its financial policies. Although unlikely over the next 12 months, S&P could consider an upgrade if NOVA demonstrates material improvement in the business risk profile, specifically in the scale, scope, and diversity. S&P believes this could result from successful execution of the company's growth projects while maintaining strong profitability. S&P could also consider an upgrade if NOVA generated and sustained a weighted-average FFO-to-debt of more than 45%. S&P could lower the rating to 'BB' if NOVA's overall financial risk profile deteriorated relative to S&P's current expectations because of weaker operating performance. In addition, if the company generated and sustained increasing negative free operating cash flow that weakened its three-year, weighted-average FFO-to-debt below 30%, S&P could lower the rating. NOVATION COMPANIES: Panel Hires Tactical Financial as Expert ------------------------------------------------------------ The Creditors' Committee of Novation Companies, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the District of Maryland to retain Tactical Financial Consulting, LLC as expert for the Committee, effective as of April 26, 2017. The Committee requires Tactical Financial to: (a) provide expert advisory services to the Committee and the Committee's Other Professionals concerning the Plan, the Cramdown Interest Rate, and related issues; (b) prepare an expert report analyzing the Cramdown Interest Rate and related issues and will be prepared to testify regarding the Report, the Cramdown Interest Rate, and related issues at the Confirmation Hearing. The Report is intended to provide the Committee with information that Tactical Financial understands will be used by the Committee concerning the Cramdown Interest Rate and related issues; and (c) provide other services concerning the Cramdown Interest Rate and related issues as the Committee or its counsel may deem necessary. Tactical Financial will be paid at these hourly rates: Franklind Lea $495 W. Robert Lewis $300 Tactical Financial will also be reimbursed for reasonable out-of-pocket expenses incurred. Franklind Lea, president and managing member of Tactical Financial, 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. Tactical Financial can be reached at: Franklind Lea TACTICAL FINANCIAL CONSULTING, LLC 725 Highmeade Terrace Atlanta, GA 30005 Tel: (770) 573-9366 Fax: (815) 572-0657 E-mail: FranklindLea@TacticalFinancialConsulting.com About Novation Companies Headquartered in Kansas City, Missouri, Novation Companies, Inc. (otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Prior to 2008, Novation originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. At the height of its business, the Company originated more than $11 billion annually in mortgage loans. After ceasing lending operations and completed a sale of its servicing portfolio amidst the housing collapse in 2007, the Company has been engaged in the business of acquiring various businesses. Novation Companies and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016. In its petition, NCI disclosed assets of $33 million and liabilities of $91 million. The cases are assigned to Judge David E. Rice. The Debtors hired the law firms of Shapiro Sher Guinot & Sandler, P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors also hired Orrick, Herrington & Sutcliffe LLP as special litigation counsel; Holland & Knight LLP as Investment Company Act compliance counsel; and Deloitte Tax LLP as tax service provider. On Aug. 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has hired Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation Services, LLC, as valuation expert. NUVERRA ENVIRONMENTAL: Hires Ordinary Course Professionals ---------------------------------------------------------- Nuverra Environmental Solutions, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ ordinary course professionals to the Debtors. The Debtors hires these ordinary course professionals: Ordinary Course Service Services Provided Professional Category Anthony Ostlund Baer Legal Collections counsel & Louwagie, P.A. Ballard Spahr LLP Legal Litigation counsel Breazeale, Sachse & Legal Litigation counsel Wilson, L.L.P. Butzel Long Legal Litigation counsel Crowley Fleck PLLP Legal Litigation counsel Duff & Phelps LLC Audit Valuation services Equity Methods Audit Valuation services Fox Rothschild Legal Intellectual property Counsel Hein & Associates LLP Audit Outside auditor Holland & Hart LLP Legal Litigation counsel Jones Walker, LLP Legal Litigation counsel LaCombe Law Firm, LLC Legal Environmental and Real estate counsel Lewis Brisbois Bisgaard Legal Litigation counsel & Smith LLP Loki Environmental, LLC Compliance Environmental Consultant McGlinchey Stafford Legal Litigation counsel Milliman, Inc. Insurance Actuarial services Navigant Consulting General consulting Oppergard & Quinton Legal Litigation counsel Pearl Meyer & Partners Compliance Compensation Consultant Perkins Coie, LLP Legal Collections counsel Pion Nerone Girman Legal Litigation counsel Winslow & Smith PC Polsinelli P.C. Legal Insurance litigation Counsel Protiviti Audit Internal audit Consulting RB Tax Advisors Tax Tax advisory services Reed Smith LLP Legal General and employee benefits counsel Reminger COL, LPA Legal Workers' compensation and employment counsel RSM US LLP/RSM Tax Tax advisory services McGladrey, Inc. Ryan LLC Audit Sales tax audits; state tax Scopelitis, Garvin, Legal DOT counsel Light, Hanson & Feary, P.C. Snell & Wilmer L.L.P. Legal Special counsel The Piacente Group IR Investor relations Consulting Vogel Law Firm Legal North Dakota local Counsel Wilson Elsner Moskowitz Legal Litigation counsel Edelman & Dicker LLP The ordinary course professionals will be paid based upon its normal and usual hourly billing rates. The firms will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtors' knowledge the firms are a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtors; (b) have not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) did not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. About Nuverra Environmental Solutions, Inc. Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental Solutions, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. As of March 31, 2017, Nuverra had $342.6 million in total assets and $534.5 million in total liabilities. The Hon. Kevin J. Carey is the case judge. Shearman & Sterling LLP is serving as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy co-counsel, with the engagement led by Jaime Luton Chapman, Esq., Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq. AP Services, LLC, is the Debtors' restructuring advisors, with the engagement led by Robert Albergotti, and Dan Kelsall. The Debtors also hired Lazard Freres & Co. LLC, and Lazard Middle Market LLC, as investment banker; and Prime Clerk LLC is the claims and noticing agent. NUVERRA ENVIRONMENTAL: Taps Prime Clerk as Administrative Advisor ----------------------------------------------------------------- Nuverra Environmental Solutions, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as administrative advisor to the Debtors. Nuverra Environmental requires Prime Clerk to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $195 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$170 Technology Consultant $35-$95 Analyst $30-$50 Prime Clerk will be paid an advance retainer in the amount of $20,000. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk 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 (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Prime Clerk can be reached at: Michael J. Frishberg PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5445 About Nuverra Environmental Solutions, Inc. Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental Solutions, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. As of March 31, 2017, Nuverra had $342.6 million in total assets and $534.5 million in total liabilities. The Hon. Kevin J. Carey is the case judge. Shearman & Sterling LLP is serving as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy co-counsel, with the engagement led by Jaime Luton Chapman, Esq., Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq. AP Services, LLC, is the Debtors' restructuring advisors, with the engagement led by Robert Albergotti, and Dan Kelsall. The Debtors also hired Lazard Freres & Co. LLC, and Lazard Middle Market LLC, as investment banker; and Prime Clerk LLC is the claims and noticing agent. NUVERRA ENVIRONMENTAL: Taps Prime Clerk as Claims Agent ------------------------------------------------------- Nuverra Environmental Solutions, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as claims and noticing agent, nunc pro tunc to the May 1, 2017 petition date. The Debtors require Prime Clerk to: (a) prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and the Court, including (i) notice of the commencement of these chapter 11 cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan, and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within 7 business days of service which includes (i) either a copy of the notice served or the docket numbers and titles of the pleadings served, (ii) a list of persons to whom it was mailed with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classifications of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; (i) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (j) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (k) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (l) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (m) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review; (n) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Registers and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (o) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (p) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (q) monitor the Court's docket in these chapter 11 cases and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (r) if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk within 3 days of notice to Prime Clerk of entry of the order converting the cases; (s) 30 days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; (t) within 7 days of notice to Prime Clerk of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the chapter 11 cases; and (u) at the close of these chapter 11 cases, (i) box and transport all original documents, in proper format, as provided by the Clerk, to (a) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (b) any other location requested by the Clerk; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. Prime Clerk will be paid at these hourly rates: Analyst $30-$50 Technology Consultant $35-$95 Consultant/Sr. Consultant $65-$170 Director $175-$195 Solicitation Consultant $195 Director of Solicitation $210 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, 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. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Nuverra Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental Solutions, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. As of March 31, 2017, Nuverra had $342.6 million in total assets and $534.5 million in total liabilities. The Hon. Kevin J. Carey is the case judge. Shearman & Sterling LLP is serving as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy co-counsel, with the engagement led by Jaime Luton Chapman, Esq., Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq. AP Services, LLC, is the Debtors' restructuring advisors, with the engagement led by Robert Albergotti, and Dan Kelsall. Prime Clerk LLC is the claims and noticing agent. OCONEE REGIONAL: U.S. Trustee Directed to Appoint PCO ----------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia entered an Order directing the U.S. Trustee to appoint a Patient Care Ombudsman for Oconee Regional Health Systems, Inc., and its affiliates. The U.S. Trustee is directed to appoint one or more ombudsmen to monitor the quality of patient care and to represent the interests of the patients in the health care facilities operated by the Debtors. Likewise, the U.S. Trustee is given until June 1, 2017 to file a motion with the Court for a determination that an ombudsman is not necessary for the protection of patients. About Oconee Regional Medical Center Oconee Regional Medical Center (ORMC) is located in Milledgeville near the geographic center of Georgia, providing advanced healthcare technologies to the 90,000 residents living in the seven surrounding counties. Oconee Regional Health Systems, Inc., and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ga.) on May 10, 2017. The six affiliates are Oconee Regional Medical Center, Inc. (Case No. 17-51006), Oconee Regional Health Services, Inc. (Case No. 17-51007), Oconee Regional Emergency Medical Services, Inc. (Case No. 17-51008), Oconee Regional Health Ventures, Inc., d/b/a Oconee (Case No. 17-51009), Oconee Internal Medicine, LLC (Case No. 17-51010), and Oconee Orthopedics, LLC (Case No. 17-51011). Two more affiliates sought bankruptcy protection on May 11, 2017. These affiliates are ORHV Sandersville Family Practice, LLC (Case No. 17-51012), and Oconee Regional Senior Living, Inc. (Case No. 17-51013). The Debtors are represented by Mark I. Duedall, Esq., and Leah Fiorenza McNeill, Esq., in Atlanta, Georgia. The Debtors' special counsel is James-Bates-Brannan-Groover-LLP, while the Debtors' Investment Banker is Houlihan Lokey. Grant Thornton is appointed as the Debtors' Financial Advisor. At the time of filing, the Debtor had $0 to $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. The petitions were signed by Steven M. Johnson, interim chief executive officer. Debtor ORHV Sandersville Family Practice has no unsecured creditors. ON-SITE TRANSPORT: PACCAR Opposes Approval of Exit Plan ------------------------------------------------------- PACCAR Financial Corp. asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to deny approval of the Chapter 11 plan of reorganization for On-Site Transport, Inc. In a court filing, PACCAR complained that the proposed plan does not explicitly state that it will retain its lien on the vehicle that was purchased from Hunter's Truck Sales & Service, Inc. The purchase was financed through a loan provided under a contract entered into by PACCAR and On-Site Transport. PACCAR also complained that the plan would allow On-Site Transport to use the vehicle for at least two months without paying the company. PACCAR is represented by: Mark G. Claypool, Esq. Knox McLaughlin Gornall & Sennett P.C. 120 West 10th Street Erie, PA 16501-1461 Phone: (814) 459-2800 Email: mclaypool@kmgslaw.com About On-Site Transport Inc. On-Site Transport, Inc. is a trucking company that hauls heavy equipment, machinery, and construction materials. It grew rapidly and, at one point, was operating six tractor trailers and six other vehicles. It got too large too quickly and business eventually began to decrease. On-Site Transport filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-70584) on Aug. 16, 2016. John C. Bertolino, company secretary, signed the petition. At the time of filing, the Debtor estimated assets and liabilities of less than $1 million. Christopher M. Frye, Esq. at Steidl & Steinberg of Pittsburgh, PA, serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the case. On April 11, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. OPTIMA SPECIALTY: Can File Plan Exclusively Thru July 13 -------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order, with revisions, approving Optima Specialty Steel's motion to extend by 90 days its exclusive periods to file a Chapter 11 plan and solicit acceptances thereof through and including July 13, 2017 and August 31, 2017, respectively. The Debtors requested a 120-day exclusivity and solicitation extension through July 13, 2017 and September 11, 2017, respectively. As previously reported, "The requested extension of the Exclusive Periods is intended to afford the Debtors additional time to capitalize on their substantial progress to date in achieving their restructuring objectives, and not for any improper purpose. Consistent with this intent, the requested extension of the Exclusive Filing Period to July 13th is effectively coterminous with the July 14th milestone in the Final DIP Order. The requested extensions will enable the Debtors to conclude their negotiations concerning the terms of a plan and select a plan sponsor, to prepare and file a chapter 11 plan, and to prosecute confirmation of that plan." About Optima Specialty Steel Optima Specialty Steel, Inc., and its affiliates filed separate Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation (Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del. 16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The petitions were signed by Mordechai Korf, chief executive officer. At the time of filing, the Debtor had assets and liabilities estimated at $100 million to $500 million each. Optima Specialty Steel and its affiliates are independent manufacturers of specialty steel products. Their manufacturing facilities are located in the United States, and each of the companies' operating units have operated in the steel industry for more than 50 years. At the time of the bankruptcy filing, the Debtors collectively employ more than 900 people. The Debtors engaged Greenberg Traurig, LLP, in Wilmington, DE, as counsel. The Debtors tapped Ernst & Young LLP as their accountant. No request has been made for the appointment of a trustee or examiner. On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee hired Squire Patton Boggs (US) LLP as its lead counsel and Whiteford, Taylor & Preston LLC as its local Delaware counsel. OVERTON & OGBURN: To Pay Claims from Sale of Maryland Property -------------------------------------------------------------- Overton & Ogburn Associates, Inc. has filed a Chapter 11 plan of reorganization that proposes to pay creditors from the proceeds generated from the sale of its real property in Maryland. The company rents out the property, which is currently its sole source of income. The property is located at 909 Baltimore Boulevard, Westminster, Maryland. Overton is now in the final stages of negotiations with a company that owns a neighboring property. If the company does not receive an acceptable contract to sell the property within 12 months after the plan takes effect, the property will be sold by public auction within 15 months of the effective date. The company believes that the property will be sold for as much as $2.5 million dollars, which is less than its scheduled value. Overton has also been involved in negotiations with a party interested in leasing 15,000-square-feet of space in the property. If consummated, this lease would provide the company with additional income of $300,000 annually. Aside from making the company's cash flow positive, it would enable the company to refinance the property, pay its lender, and emerge from Chapter 11 by terming out the administrative expenses and unsecured debt. Net proceeds from either the sale or refinance of the property, plus cash on hand, will be used to fund the proposed restructuring plan. Overton anticipates that the proceeds will be sufficient to pay all creditors in full. Under the plan, creditors holding allowed Class 5 general unsecured claims will be paid from the net proceeds after claims in Classes 1 to 4 are paid. Overton anticipates but not certain that general unsecured claims will be paid in full. Payments will be made upon there being sufficient funds in the disbursing account, and these will be subject to a reserve to cover anticipated future administrative expenses, according to the company's disclosure statement filed on May 11 with the U.S. Bankruptcy Court for the District of Maryland. A copy of the disclosure statement is available for free at https://is.gd/z6Vafd About Overton & Ogburn Associates Overton & Ogburn Associates, Inc. is a Maryland Corporation formed in 1976 with its principal office at 4626 Annapolis Road, Bladensburg, Maryland. It is owned by John A. Overton. The Debtor is licensed to handle construction projects in the Commonwealth of Virginia, and also owns a parcel of real property commonly known as 909 Baltimore Boulevard, Westminster, Carroll County, Maryland, improved by an office building. The Debtor filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-14029) on March 29, 2016. The petition was signed by John Overton Jr., president. At the time of filing, the Debtor had both assets and liabilities estimated at $1 million to $10 million. The case is assigned to Judge David E. Rice. The Debtor engaged Alan M. Grochal, Esq., at Tydings & Rosenberg, LLP, as counsel. The Debtor has retained Lee & Associates Chesapeake Region, LLC as sales and leasing agent. PERMIAN RESOURCES: S&P Lowers Rating on Sr. Sec. Notes to 'D' ------------------------------------------------------------- S&P Global Ratings said that that it has lowered its issue-level rating to 'D' from 'B-' on U.S.-based exploration and production company Permian Resources LLC's first-lien senior secured notes. The recovery rating remains a '1' indicating S&P's expectation of very high (90%-100%; rounded estimate: 90%) recovery to creditors in the event of payment default. The revised rating on the company's first-lien senior secured notes is due to the partial exchange of principal for equity in connection with the restructuring announced by Permian Resources on May 1, 2017. The company announced that it exchanged $325 million of secured and unsecured debt for equity interests. S&P views this transaction as distressed since the ranking of the equity in the capital structure is subordinate to the original debt. S&P expects to evaluate the company's corporate credit ratings under its new capital structure over the next several days. RATINGS LIST Permian Resources LLC Corporate Credit Rating SD/--/-- Issue-Level Rating Lowered; Recovery Rating Unchanged To From Permian Resources LLC Senior Secured 1st-lien notes D B- Recovery Rating 1(90%) 1(90%) PETER HILER: Penn Real Buying Wellfleet Property for $248K ---------------------------------------------------------- Peter C. Hiler asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of real estate located at 140 Main Street, Wellfleet, Massachusetts, to Penn Real Estate Group, Inc. for $247,800. On his schedules, the Debtor listed ownership of Real Estate with an estimated value of $300,000. The Debtor had been contacted by the Purchaser to purchase the Real Estate. The Debtor conducted negotiations with the Purchaser and eventually accepted an offer for $247,800 for the Real Estate. The Debtor obtained an appraisal of the Real Estate in August 2016 that listed a value of $332,600. However, there are significant repairs that need to be made to the Real Estate that the Purchaser and the Debtor took into account when negotiating the sale. Those request(s) for credits led to the negotiated sale price of $247,800. The Debtor determined that the Purchaser's offer was the highest and best offer, as provided for in an Agreement of Sale. The Debtor asks to sell the Real Estate free and clear of any liens, claims and encumbrances, with such liens attaching to the proceeds of sale. The Debtor, in addition, has negotiated a Lease with the Purchaser for the Real Estate. The Lease provides the Debtor with the opportunity to continue to operate his business at the location for a period of 10 years at a rental of $24,000 annually and yearly increases of $600. The Lease also provides for Purchaser improvements to the Real Estate of $84,000 provided the tenant is in compliance with the terms of the Lease. The operation of the business at the Real Estate is critical to the Debtor's successful exit from the Bankruptcy and the success of his Chapter 11 Plan which is currently filed and pending in the Court. Further, the Lease provides the Debtor with an option to buy back the Real Estate from the Purchaser for $247,800, plus any funds advanced by the Purchaser for improvements, again providing that the tenant is in compliance with the terms of the Lease. A copy of the Agreement of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Peter_Hiler_80_Sales.pdf There currently are two Mortgages and various federal tax liens filed against the Real Estate. The sale will provide the Debtor with the ability to satisfy the first two mortgages against the Real Estate. In addition, the Internal Revenue Service, which has filed a lien in excess of $500,000, has agreed, in principle, to release its lien upon the sale of the Real Estate and payment of the net proceeds of sale remaining after payments to other Administrative and Secured Creditors. These filed liens are as follows: (i) a first priority mortgage in favor of Seaman's Bank in the amount of $13,310; (ii) a second priority mortgage in favor of Thomas Sabol and Arlene Douglas in the amount of $24,000; and (iii) notices of federal tax lien in favor of the Internal Revenue Service in the aggregate amount of $556,321. The Debtor, with the anticipated consent of the aforementioned lienholders, requests the Court to permit these payments from the sale of the Real Estate: a. First, to satisfy all closing costs and expenses relating to the sale; b. Second, to Plaster/Greenberg in the amount of $25,000 on account of its outstanding administrative claim; c. Third, to Seaman's Bank in the amount of $13,310 on account of its first priority, secured claim; d. Fourth, to Thomas Sabol and Arlene Douglas in the amount of $24,000 on account of its second priority, secured claim; and e. All remaining proceeds to the Internal Revenue Service on account of its third priority, secured claim, filed in the case. The Debtor received the offer from Purchaser to acquire the Real Estate. Upon information and belief, the Purchaser is a good faith purchaser. The Debtor submits that the proposed sale price of $247,800 is fair value. Here, the Purchaser is buying the Real Estate with the knowledge that there are significant repairs to be made to the property. The Debtor believes that the sale of the Real Estate is fair, reasonable, and in the best interests of the estate and its creditors. Accordingly, the Debtor asks the Court to (i) authorize the Debtor to sell the Real Estate to the Purchase pursuant to the Agreement of Sale; (ii) authorize the Debtor to enter into the Lease with the Purchaser; (iii) approve the distribution of funds as provided; and (iv) grant such further and other relief that the Court deems appropriate under the circumstances. The Purchaser can be reached at: PENN REAL ESTATE GROUP, INC. 620 Righters Ferry Road Bala Cynwyd, PA 10094 Attn: Sean McCloskey The Purchaser is represented by: Matthew Weinstein, Esq. COSEN O'CONNOR One Liberty Place 1650 Market Street, Suite 2800 Philadelphia, PA 19103 Counsel for the Debtor: Harry J. Giacometti, Esq. FLASTER GREENBERG, P.C. 1835 Market Street, Suite 1050 Philadelphia, PA 19103 Telephone: (215) 587-5680 Peter C. Hiler sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 16-16759) on Sept. 25, 2016. The Debtor tapped Harry J. Giacometti, Esq., at Flaster/Greenberg, P.C. as counsel. PFS HOLDING: S&P Affirms 'B-' CCR & Revises Outlook to Stable ------------------------------------------------------------- S&P Global Ratings revised its rating outlook to stable from positive and affirmed its 'B-' corporate credit rating on Easton, Pa.-based PFS Holding Corp. At the same time, S&P affirmed its 'B-' rating on the company's $280 million first-lien term loan due in 2021 with a recovery rating of '3', indicating S&P's expectation that lenders can expect meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. S&P also affirmed its 'CCC' rating on the $110 million second-lien term loan due in 2022 with a recovery rating of '6', indicating that lenders can expect negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. Debt outstanding as of March 31, 2017, was about $461 million. "Our outlook revision to stable from positive reflects our lowered expectations for the company's financial performance and credit ratios in 2017," said S&P Global Ratings credit analyst Gerald Phelan. S&P's revised expectation is for a 10% EBITDA decline, break-even free cash flow (in part reflecting higher working capital to support business with certain larger customers), and adjusted debt to EBITDA around 8.5x for fiscal year 2017, compared to below 7.5x previously. The stable outlook reflects S&P's expectation for a 10% EBITDA decline, break-even free cash flow, and adjusted debt to EBITDA around 8.5x for fiscal 2017. S&P could lower its ratings if it revises its view of PFS' projected EBITDA and free cash flow such that the company's capital structure is projected to become unsustainable, including adjusted debt to EBITDA above 9.5x and free cash flow forecast to remain at or below break-even levels; or if liquidity becomes meaningfully constrained. Such weaker performance could result from operational missteps, or meaningful supplier or customer losses, including multiple sizable retailers switching to direct delivery from manufacturers; or if the company's core independent retail customer base experiences significant market-share losses to large retailers and e-commerce firms with which the company does not have meaningful business. S&P estimates a downgrade could occur if EBITDA weakens by about 15%. S&P could raise its ratings if PFS successfully implements various operational improvement and customer enhancement tools, which lead to meaningfully higher sales, EBITDA, and free cash flow generation, which would lead to improved credit ratios including adjusted debt to EBITDA approaching 7x. S&P estimates this could occur if EBITDA strengthens by about 20%. PILGRIM'S PRIDE: S&P Puts 'BB' CCR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'BB' corporate credit rating, on Pilgrim's Pride Corp. on CreditWatch with negative implications. The CreditWatch placement follows a similar action on parent company JBS S.A. The CreditWatch placement for Pilgrim's Pride will be resolved within 90 days, at which time the JBS CreditWatch placement is resolved. That will come once S&P has more information about its refinancing strategy and contingent liabilities arising from the corruption investigations as well as possible changes in the relationship between JBS and Pilgrim's Pride. In addition, JBS and, in turn, Pilgrim's Pride could be downgraded if S&P perceives weaker access to financing for JBS arising from reputational risks. PORT CITY CLEANERS: Court Orders 'No Appointment' of Committee -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Alabama on May 17 ordered that no unsecured creditors' committee be appointed in the Chapter 11 case of Port City Cleaners, Inc. Written request was sent to Port City creditors to serve on the committee but no acceptances have been received from creditors, court filings show. About Port City Cleaners Inc. Port City Cleaners, Inc. filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-01472) on April 19, 2017. Robert M. Galloway, Esq., at Galloway, Wettermark, Everest & Rutens, LLP, serves as bankruptcy counsel. PREFERRED CONCRETE: June 21 Plan Confirmation Hearing ----------------------------------------------------- The Hon. Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois has conditionally approved Preferred Concrete & Excavating, Inc.'s fourth amended disclosure statement dated May 10, 2017, referring to the Debtor's fifth modified plan dated May 10, 2017. June 21, 2017, at 1:00 p.m. is fixed for hearing on the final approval of the Fourth Amended Disclosure Statement and confirmation of the Plan. June 14, 2017, at 10:30 a.m. is the status hearing on the Fourth Amended Disclosure Statement and for status hearing on the Plan. Objections to the Fourth Amended Disclosure Statement and Plan must be filed by June 9, 2017. Written acceptances or rejections of the Plan must be filed by June 2, 2017. On the Effective Date, Class 19 Unsecured Carpenters Pension Fund of Illinois will receive, in full satisfaction, settlement and release and discharge of its unsecured Claim 10% of its allowed claim as a pro rata share of the Unsecured Dividend paid in equal semi-annual installment without accrued interest over a period of five years from the Effective Date for a total of 10 payments. The class filed a proof of claim in the amount of $126,792.26. The class is impaired. Administrative claims will be paid from the Debtor's future operations. Secured classes will be paid from future earnings. Priority classes will be paid from the funds on hand on the Effective Date. Unsecured classes will be paid from the Debtor's future operations. In addition, the new value contribution may be used to fund Plan payments. The Fourth Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-81114-144.pdf 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. PRIME PACK: Taps Spector & Johnson as Legal Counsel --------------------------------------------------- Prime Pack, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel. In their applications, the company, Al-Kel Alliance Inc. and Southco Enterprises Inc. propose to hire Spector & Johnson, PLLC to give legal advice regarding their duties under the Bankruptcy Code, prepare a bankruptcy plan, and provide other legal services related to their Chapter 11 cases. Nathan Johnson, Esq., and Howard March Spector, Esq., charge $300 per hour and $325 per hour, respectively. Paralegals charge an hourly fee of $95. Mr. Johnson disclosed in a court filing that the firm and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Spector & Johnson can be reached through: Nathan M. Johnson, Esq. Spector & Johnson, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: 972-239-4260 Fax: 214-237-3380 Email: njohnson@spectorjohnson.com About Prime Pack Inc. Prime Pack, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-31622) on April 24, 2017. Its affiliates Al-Kel Alliance, Inc. and Southco Enterprises, Inc. filed Chapter 11 petitions (Bankr. N.D. Texas Case Nos. 17-31779 and 17-31782) on May 1, 2017. James Edward Alexander, sole director signed the petitions. At the time of the filing, Prime Pack and Southco estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Al-Kel estimated assets of less than $50,000 and liabilities of less than $1 million. Prime Pack, Inc. -- http://www.primepackinc.com/-- offers logistics services. It was founded in 1997 and is based in Dallas, Texas. Southco is a Dallas-based privately-held company that provides tank truck cleaning services while Al-Kel is a repair service company based in Hutchins. PUERTO RICO: CCI Seeks Appointment of Unsecured Creditors Panel --------------------------------------------------------------- BankruptcyData.com reported that Cesar Castillo, Inc., (CCI) filed with the U.S. Bankruptcy Court a motion requesting Court appointment of an official unsecured creditors' committee. CCI is listed on Schedule B to the petition with an unsecured claim of $6,008,917.52. The motion explains, "As noted in Debtor's Petition, CCI is listed as one of Debtor's twenty largest unsecured Creditors. Pursuant to 11 U.S.C. 1102(a)(1), made applicable to this proceeding by Title III, Section 301 of PROMESA, as soon as practicable after the Order of relief has been entered, the U.S. Trustee shall appoint a committee of creditors holding the largest unsecured claims. Title III, Section 304(c) of PROMESA provides that the commencement of a case under PROMESA does constitute an order for relief. In view of the foregoing, CCI hereby informs the Court of its availability and willingness to serve in the unsecured creditors' committee, and requests the Court to order the appointment of an Unsecured Creditors Committee." CCI's counsel: Totti & Rodríguez Díaz, PSC Daniel Molina Lopez, Esq. P.O. Box 191732 San Juan, PR 00919-1732 Tel.: (787)753-7910 Fax: (787)764-9480 E-mail: dml@trdlaw.com 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 available 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 on board 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. Marcia Goldstein, Esq., at Weil, Gotshal & Manges, represents MBIA's National Public Finance Guarantee unit, which insures nearly $2 billion in combined GO and COFINA debt. RAIN TREE: PCO Files First Report --------------------------------- Victor Orija, the State Long Term Care Ombudsman appointed for Rain Tree Health Care of Winston Salem, LLC, files a first Report before the U.S. Bankruptcy Court for the Middle District of North Carolina on May 9, 2017. During the visit, the PCO talked with several residents and received two unfavorable opinions about the Debtor. One resident informed the PCO that the grab bar by his bed was broken. The resident uses the grab bar to pull himself out of bed. The PCO informed the office manager about the resident's problem and reported that its replacement was on hand. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/ncmb17-50375-75.pdf About Rain Tree Health Care Rain Tree Healthcare of Winston Salem, LLC, is a limited liability corporation headquartered in Charlotte, North Carolina and is engaged in the management and operation of an adult care home for the mentally and physically disabled in Winston Salem, North Carolina. Rain Tree Healthcare of Winston Salem filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 17-50375) on April 1, 2017. Reema Owens, managing member/organizer, signed the petition. At the time of filing, the Debtor estimated assets and liabilities between $500,000 and $1 million. The Debtor is represented by Robert Lewis, Jr., Esq., at Gordon & Melun, PLLC. The Assistant U.S. Bankruptcy Administrator, Robert E. Price, Jr., has appointed Victor Orija of the State Long Term Care Ombudsman for the State of North Carolina, as Patient Care Ombudsman for Rain Tree Healthcare of Winston Salem. RATAMESS CHIROPRACTIC: First Amended Disclosure Statement Filed --------------------------------------------------------------- Ratamess Chiropractic Clinic, P.C., on May 10 filed with the U.S. Bankruptcy Court for the District of Carolina a revised disclosure statement, which explains the company's proposed plan to exit Chapter 11 protection. The company made revisions to the disclosure statement after the court denied its bid to conditionally approve the original version due to lack of information. The latest disclosure statement contains information regarding the reason for filing the company's bankruptcy case and the events leading up to the filing. The document also provides additional information regarding a potential loan the company has considered to fund the restructuring plan. According to the document, Ratamess has considered various options for borrowing, and it sees as the best option a 180-month loan in the amount of $100,000 to fund the plan. The company has also considered selling its commercial property that would generate net proceeds in the amount of $90,000 to be distributed to creditors under the plan, according to the latest disclosure statement filed on May 9. A copy of the first amended disclosure statement is available for free at https://is.gd/A26DLk About Ratamess Chiropractic Clinic Ratamess Chiropractic Clinic, P.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04993) on September 30, 2016. The petition was signed by Dr. Scott Ratamess, owner. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Robert H. Cooper, Esq., at The Cooper Law Firm represents the Debtor as bankruptcy counsel. The Office of the U.S. Trustee on November 2 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ratamess Chiropractic Clinic, P.C. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. RCA RUBBER: Exclusive Plan Filing Deadline Moved to Aug. 16 ----------------------------------------------------------- The Hon. Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio has extended, at the behest of The R.C.A. Rubber Company, the exclusive period for the Debtor to file a plan of reorganization by 90 days until Aug. 16, 2017. The deadline for the Debtor to obtain confirmation of the plan will be Oct. 16, 2017. About The R.C.A. Rubber Company The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. OH. Case No. 16-52757) on November 18, 2016. The petition was signed by Shane R. Price, vice president. The Debtor operates a commercial rubber manufacturing company specializing in commercial flooring primarily used in the transit/transportation industry. The Hon. Alan M. Koschik presides over the case. Michael A. Steel, Esq. of Brennan, Manna & Diamond, LLC represents the Debtor as counsel. The Debtor disclosed total assets of $2.17 million and total liabilities of $1.57 million. RELATIVITY FASHION: Netflix Wants Breach of Contract Suit Junked ---------------------------------------------------------------- Dorothy Atkins, writing for Bankruptcy Law360, reports that Netflix Inc. has urged Santa Clara Superior Court Judge Theodore C. Zayner to toss RML Distribution Domestic LLC's lawsuit alleging that Netflix attempted to stream the studio's films for free by circumventing theatrical releases necessary to determine licensing fees. According to Law360, Netflix says that a bankruptcy court had already litigated the dispute. The Debtor can't litigate the same issue that was already taken up by a bankruptcy court, the report states, citing Stephen Roy Mick, Esq., at Barnes & Thornburg LLP, the attorney for Netflix. Mr. Mick said that in both cases, the Debtor claimed that Netflix was in the wrong for failing to sign amended licensing agreements pushing back film release dates, Law360 shares. About Relativity Fashion Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015. The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. The Bankruptcy Court on Feb. 8, 2016, confirmed the Debtors' Fourth Amended Plan. A copy of the Fourth Amended Plan is available at http://is.gd/wZI1gd REVOLUTION ALUMINUM: Unsecured Creditors' Recovery Unknown ----------------------------------------------------------- Revolution Aluminum Propco, LLC, filed with the U.S. Bankruptcy Court for the Western District of Louisiana a first amended disclosure statement for the Debtor's first amended plan of liquidation dated May 15, 2017. Class 4 Allowed Unsecured Claims -- estimated at $3,223,067.62 -- are impaired by the Plan. The holders of the Allowed Class 4 Claims will receive a pro rata distribution, up to the allowed amount of each Class 4 Claim, from the proceeds of the sale after the Unclassified Claims and Class 1, Class 2 and Class 3 Claims have been paid in full. The Debtor has filed and the Court has approved an application by the Debtor for entry of a court order authorizing the employment and retention of Beau Box Real Estate and approval as real estate broker and manager of the Debtor to market and sell certain real estate comprised of approximately 1,400 acres in Pineville, Louisiana on which an industrial site is planned, as required by the court order. Unless otherwise ordered by the Court, after Confirmation, the agent will continue to be deemed to have the powers of the manager of the Debtor, including, but limited to, full power and authority to continue to market the Debtor's real property and improvements and its business, to accept, on behalf of the Debtor and subject to approval of the Court, any offer or offers to purchase the Debtor's real property and improvements and its business, and to execute such documents as may be necessary or desirable to consummate any sale or sales approved by the Court. On or before the Confirmation Hearing, the agent will propose and the Court will approve the terms of the sale of the Property to be conducted as soon as practicable after the Confirmation Hearing. Once the agent and a purchaser have entered into an agreement to purchase the Property, the agent, acting through the Debtor's counsel of record, will seek approval of the sale from the Court. Thereafter, a closing date will be set by the purchaser and the agent. On the closing, the purchaser will purchase from the Estate, and the Debtor, acting through the agent, will convey to the purchaser the Property in consideration for the highest offer in cash, provided that the sale is for a sufficient amount to make the payments required under the Plan to Unclassified Claims, the Class 1 Claim, Class 2 Claim and Class 3 Claim, after payment of all expenses of the sale, including, but not limited to, any commission due to the agent. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-81024-236.pdf As reported by the Troubled Company Reporter on May 16, 2017, the Debtor filed a Chapter 11 plan of liquidation that proposes to pay creditors from the sale of its 1,400-acre property in Pineville, Louisiana. Holders of allowed Class 3 unsecured claims would 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. 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. RICHARD D. VAN LUNEN: Hires Weinman & Associates as Legal Counsel ----------------------------------------------------------------- Richard D. Van Lunen Charitable Foundation seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire legal counsel. The Debtor proposes to hire Weinman & Associates, P.C. to assist in the preparation of a plan of reorganization, and provide other legal services related to its Chapter 11 case. Jeffrey Weinman, Esq., the attorney designated to represent the Debtor, will charge an hourly fee of $475. The firm's paralegals William Richey and Lisa Barenberg will charge $300 per hour and $250 per hour, respectively. The firm received a retainer in the amount of $50,000 prior to the Debtor's bankruptcy filing. Mr. Weinman disclosed in a court filing that the firm and its employees are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Weinman, Esq. Weinman & Associates, P.C. 730 17th Street, Suite 240 Denver, CO 80202 Tel: 303-572-1010 Fax: 303-572-1011 Email: jweinman@epitrustee.com About Richard D. Van Lunen Charitable Foundation Based in Palos Park, Illinois, Richard D. Van Lunen Charitable Foundation is a foundation that funds primarily for Christian churches and education. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The petition was signed by James Achterhof, managing trustee and director. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. RICHARD D. VAN LUNEN: Taps Allen Vellone as Co-Counsel ------------------------------------------------------ Richard D. Van Lunen Charitable Foundation seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Allen Vellone Wolf Helfrich & Factor P.C. Allen Vellone will serve as co-counsel with Weinman & Associates, P.C., the firm tapped by the Debtor to be its bankruptcy counsel. The firm will serve primarily as the Debtor's litigation counsel. The hourly rates charged by the firm are: Patrick Vellone $450 Mark Larson $295 Paralegal $140 Allen Vellone has requested that the Debtor provide it with a retainer in the amount of $25,000. Mark Larson, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Allen Vellone can be reached through: Patrick D. Vellone, Esq. Mark A. Larson, Esq. 1600 Stout Street, Suite 1100 Denver, CO 80202 Phone: (303) 534-4499 Fax: (303) 893-8332 Email: pvellone@allen-vellone.com Email: mlarson@allen-vellone.com About Richard D. Van Lunen Charitable Foundation Based in Palos Park, Illinois, Richard D. Van Lunen Charitable Foundation is a foundation that funds primarily for Christian churches and education. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The petition was signed by James Achterhof, managing trustee and director. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. RIDGE MANOR: June 20 Plan Confirmation Hearing Set -------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved the disclosure statement explaining Ridge Manor Oaks, LLC's plan. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on June 20, 2017 at 2:00 PM. The hearing may be adjourned from time to time by announcement made in open court without further notice. If the Plan is not confirmed, the Court will also consider dismissal or conversion of the case. About Ridge Manor Oaks Ridge Manor Oaks, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-09612) on Nov. 8, 2016. The petition was signed by Robert L. Carson, manager. At the time of the filing, the Debtor disclosed $1.8 million in assets and $2.47 million in liabilities. David W. Steen, Esq., at David W. Steen P.A. serves as the Debtor's legal counsel ROYAL FLUSH: First Commonwealth Opposes Approval of Plan Outline ---------------------------------------------------------------- First Commonwealth Bank asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to deny approval of the disclosure statement, which explains Royal Flush, Inc.'s proposed Chapter 11 plan of reorganization. In a court filing, the bank questioned the treatment of its claim under the plan. "[Royal Flush] characterizes the bank's claim in connection with the loan as unsecured and contingent," First Commonwealth said. "This is contrary to the loan documents." The bank also argued that the disclosure statement is unclear on how its claim will be paid First Commonwealth previously made a loan to Bravo-Charlie LLC in the amount of $818,204. Bravo's obligations in connection with the loan were guaranteed by Royal Flush. The disclosure statement had also drawn objections from First National Bank of Pennsylvania and Hunter's Truck Sales & Service, Inc. The objections revolve around the inadequacy of information provided in the document. First Commonwealth Bank is represented by: Roger P. Poorman, Esq. McGrath McCall, P.C. Four Gateway Center, Suite 1040 444 Liberty Avenue Pittsburgh, PA 15222 Tel: (412) 281-4333 Fax: (412) 281-2141 Email: rpoorman@lenderlaw.com FNB is represented by: John B. Joyce, Esq. Grenen & Birsic, P.C. One Gateway Center, 9th Floor Pittsburgh, PA 15222 Phone: 412-281-7650 Hunter's Truck is represented by: Gregory C. Michaels, Esq. Jason L. Ott, Esq. Dickie, McCamey & Chilcote, P.C. Two PPG Place, Suite 400 Pittsburgh, PA 15222-5402 Phone: (412) 392-5578 Fax: (412) 392-5367 Email: gmichaels@dmclaw.com Email: jott@dmclaw.com About Royal Flush Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23458) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Carol A. Swank, secretary/treasurer. Judge Jeffery A. Deller presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor hired C&H Accounting, LLC as its accountant. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016, appointed five creditors of Royal Flush, Inc., to serve on the official committee of unsecured creditors. The committee is represented by Leech Tishman Fuscaldo & Lampl, LLC. RUPARI HOLDING: Roma Tries to Block Licensing Agreement Approval ---------------------------------------------------------------- Roma Dining, LLC and Romacorp., Inc., filed with the U.S. Bankruptcy Court for the District of Delaware an objection to Rupari Holdings, Inc., et al.'s licensing agreement. Roma states that the Court should bar the Debtors from assuming the License Agreement and accord no weight to the proposed cure amount to determine royalty payments owed to enable Rupari's use of the licensed marks during the sell-off period. Roma says that from day one, the case has been centered on the sale of the Debtors' assets. Initially, the sale, pursuant to a stalking horse asset purchase agreement between the Debtors and CBQ, LLC, required the Debtors to assume the License Agreement between Debtor Rupari Food Services, Inc., and Roma. After Roma objected to (a) the expedited litigation of the adversary proceeding and (b) the bidding procedures proposed by the Debtors for the sale of their assets, the Debtors and CBQ amended the Stalking Horse APA to remove the condition precedent requiring assumption of the License Agreement. At the hearing on the Bidding Procedures, the Debtors and CBQ represented that the proposed sale was no longer conditioned on the assumption of the License Agreement. Four days later, Rupari filed a notice of voluntary dismissal, without prejudice, of the Adversary Proceeding. At a telephonic status conference, Roma made clear that it would strenuously object to any attempt to assume or assign the License Agreement. No assumption is possible because the License Agreement was terminated prior to the petition date of the bankruptcy case. Roma claims that by dismissing the Adversary Proceeding, Rupari confirmed that it would not seek to assume and assign the License Agreement in connection with the Stalking Horse Purchase Agreement, because Rupari no longer sought a declaratory judgment that the License Agreement remained valid despite the termination by Roma. Roma repeatedly informed Rupari that the pre-petition termination of the License Agreement prevented any attempt to assume and assign it. Roma states that despite the Debtors' representations and the impossibility of assuming the License Agreement, the Debtors included the License Agreement on the list of executory contracts that the Debtors may seek to assume and assign attached to the cure notice. According to Roma, the proposed cure amount is irrelevant because the License Agreement cannot be assumed. However, Roma notes that the Debtors have no rights for use of the Licensed Marks after termination of the License Agreement, unless the Debtors comply with the License's applicable provisions. The License Agreement provides that, after expiration or termination, for a period of six months from such date, Rupari may use the Licensed Marks to sell, on a non-exclusive basis, its inventory on hand and work in process, "provided Royalty Payments and Minimum Guarantees are current." To bring the Royalty Payments current, as required in order for the Debtors to sell the Licensed Products after termination of the License Agreement, the amount asserted by the Debtors as a "cure" amount is vastly understated. In order to be current on its Royalty Payments, Rupari must pay in excess of $4 million. A copy of the Objection is available at: http://bankrupt.com/misc/deb17-10793-169.pdf Roma is represented by: Robert W. Mallard, Esq. Alessandra Glorioso, Esq. DORSEY & WHITNEY (DELAWARE) LLP 300 Delaware Avenue, Suite 1010 Wilmington, Delaware 19801 Tel: (302) 425-7171 Fax: (302) 425-7177 E-mail: mallard.robert@dorsey.com glorioso.alessandra@dorsey.com -- and -- Bruce R. Ewing, Esq. Janet M. Weiss, Esq. Eric Lopez Schnabel, Esq. DORSEY & WHITNEY LLP 51 West 52nd Street New York, New York 10019 Tel: (212) 415-9200 Fax: (212) 953-7201 E-mail: ewing.bruce@dorsey.com weiss.janet@dorsey.com schnabel.eric@dorsey.com About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. No trustee, examiner, or official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. SANCTUARY CARE: DOJ Watchdog Seeks Trustee Appointment, Dismissal ----------------------------------------------------------------- William K. Harrington, a United States Trustee, asks the U.S. Bankruptcy Court for the District of New Hampshire to enter an order authorizing the appointment of a Chapter 11 trustee for Sanctuary Care, LLC, and Sanctuary at Rye Operations, LLC, or in the alternative, dismissing the Chapter 11 cases or converting the cases to Chapter 7. According to the U.S. Trustee, cause to appoint a Chapter 11 trustee is established by the hopeless deadlock between the Debtor's Managing Member, and the pre-petition chief restructuring officer that is managing the Debtor's estate. Hence, the U.S. Trustee seeks for the appointment of a disinterested person to represent the interests of the Debtors' estate. Further, the U.S. Trustee states that the Debtors have proposed a sale of substantially all assets of the estate and have expressed their intention to dismiss or convert the cases following the sale, rather than proposing a Plan of Reorganization. Therefore, the U.S. Trustee requests the Court to enter an Order authorizing the appointment of a Chapter 11 Trustee, or in the alternative, enter an Order converting the case so that a disinterested Chapter 7 trustee may be appointed, or an Order dismissing the case, whichever is in the best interests of the creditors and parties in interest. About Sanctuary Care, LLC Sanctuary at Rye Operations, LLC and and its affiliate Sanctuary Care, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.H. Case Nos. 17-10590 and 17-10591, respectively), on April 25, 2017. The Petition was signed by Alice Katz, chief restructuring officer. The Debtor is represented by Peter N. Tamposi, Esq. at the Tamposi Law Group. The Company owns Sanctuary Care, a memory assisted adult care facility located in Rockingham County, New Hampshire. At the time of filing, Sanctuary at Rye listed $382,830 in total assets and $16,610,000 in liabilities. Sanctuary Care listed $5,010,000 in total assets and $16,050,000 in liabilities. SANDERS ELITE: Plan Outline Okayed, Plan Hearing on June 14 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the Chapter 11 plan of reorganization for Sanders Elite Training Performance at a hearing on June 14. The hearing will be held at 2:30 p.m. , at Courtroom A, Fourth Floor, 300 North Hogan Street, Jacksonville, Florida. The court will also consider at the hearing the final approval of Sanders' disclosure statement, which it conditionally approved on May 11. Creditors are required to file their objections and cast their votes accepting or rejecting the plan no later than seven days before the hearing. About Sanders Elite Training Performance Sanders Elite Training Performance is a Florida corporation based in Jacksonville, Florida. It is in the business of personal sports and physical training for athletes in a broad range of sports. It also offers a variety of training services including individual weight loss advice and programs, physical performance classes, individual training for athletes of all levels, and small group training for teams. Sanders Elite Training Performance filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01140) on April 1, 2017. The petition was signed by Jerrian R. Sanders, president. At the time of filing, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities. Judge Paul M. Glenn presides over the case. The Debtor is represented by Thomas C. Adam, Esq. at Adam Law Group, P.A. An official committee of unsecured creditors has not yet been appointed. On May 5, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. SANDFORD AND SON: To Sell Properties to Pay Off Seterus, Hyperion ----------------------------------------------------------------- Sandford and Son filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a joint disclosure statement dated May 3, 2017, regarding the Debtor's Chapter 11 plan. The Disclosure Statement filed on May 10 provides that the Debtors intend to sell the real property located at 3054 Limekiln Pike, in Glenside, Pennsylvania, to pay off the first mortgage in favor of Seterus, Inc., and to pay down the two additional mortgages in favor of Raymond A. Scarpato, Jr., and Amelia Scarpato, and in favor of Amelia Investors, Inc. The Debtors also intend to sell the properties at 1913 E. Sodgley Ave., and at 7106 N. Broad St., which are both Hyperion Bank collateral properties, and to use the proceeds to pay off the first mortgage in favor of Hyperion Bank and to pay down or pay off the two additional mortgages in favor of Raymond A. Scarpato, Jr., and Amelia Scarpato, and in favor of Amelia Investors, Inc. The previously filed Disclosure Statement provided that the Debtors intend to sell the Limekiln, Sodgley, and Broad St. properties and to use the proceeds to pay off the first mortgage in favor of Seterus, and two additional mortgages in favor of Raymond A. Scarpato, Jr., and Amelia Scarpato, and in favor of Amelia Investors, Inc. Administrative expenses at the Confirmation Date for Debtors' attorney, John M. Keating, Esq., are presently unknown. However, the Debtors anticipate that they will be asserted in at least the very approximate amount of $65,000 to $70,000. In addition, the Debtors must pay a quarterly fee to the U.S. Trustee of $325 each for each quarter in which disbursements were less than $15,000, $650 for each quarter in which disbursements were $15,000 or more but less than $75,000, and $975 for each quarter in which disbursements were $75,000 or more but less than $150,000. All Administrative Claims are subject to allowance by the Court and its determination of the reasonableness of the amounts; any party-in-interest can object to any claim for administrative fees and expenses. The holders of allowed claims which are Administrative Claims will receive, on account of the claims, cash in the amount of the claims (i) as soon as practical on or after the Effective Date or (ii) at the option of the Debtors, in accordance with the ordinary business terms of payment of the claims. Professionals employed at the expenses of the estates of the Debtors and entities who may be entitled to reimbursement or the allowance of fees and expenses from the estates of the Debtors will receive cash in the amount awarded to the professionals and entities at the times and only in accordance with a final order entered pursuant to Section 330 or Section 503(b)(2) to (6) of the U.S. Bankruptcy Code. The Disclosure Statement is available at: http://bankrupt.com/misc/paeb14-18330-233.pdf As reported by the Troubled Company Reporter on March 27, 2017, the Debtor asked the Court to approve the disclosure statement explaining the Chapter 11 plan of reorganization for Jay Sandford and the company. The plan proposes to pay claims through a combination of the monthly budget surplus of at least $1,097 and the sale of Mr. Sandford's real property located at 3054 Limekiln Pike, Glenside, Pennsylvania. About Sandford and Son Sandford and Son filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 14-18330) on Oct. 17, 2014. Jay Sandford also sought Chapter 11 protection (Case No. 14-18364). Jay Sandford started buying investment properties in Philadelphia in the 1970s with his late father, Walter Sandford (former jointly administered debtor in this case), which they rented out to tenants. The Hon. Jean K. FitzSimon presides over the cases. Sandford and Son estimated assets and liabilities of $1 million to $10 million. SECOND SIGHT: Recurring Losses Raises Going Concern Doubts ----------------------------------------------------------- Second Sight Medical Products, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $7.55 million on $1.01 million of net sales for the three-months ended March 31, 2017, compared to a net loss of $5.82 million on $1.05 million of net sales for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $30.12 million in total assets, $5.76 million in total liabilities, all current, and a total stockholders' equity of $24.36 million. The Company has incurred recurring operating losses and negative operating cash flows since inception, and expects to continue to incur operating losses and negative operating cash flows for at least the next few years. Management has made estimates of future results of operations, using a wide range of assumptions regarding the level of revenue generated, operating expense incurred and future cash flows, which suggest a wide range of possible future outcomes. However, assuming financial results in 2017 similar to the results achieved in 2016, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern, and the Company's independent registered public accounting firm, in its report on the Company's 2016 consolidated financial statements, has raised substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2qHlA0F Second Sight Medical Products, Inc., develops, manufactures and markets implantable prosthetic devices that can restore some functional vision to patients blinded by outer retinal degenerations, such as Retinitis Pigmentosa. The Company's product, the Argus II System provides an artificial form of vision that differs from the vision of people with normal sight. It does not restore normal vision and it does not slow or reverse the progression of the disease. The Company's Argus II System employs electrical stimulation to bypass degenerated photoreceptor cells and to stimulate remaining viable retinal cells thereby inducing visual perception in blind individuals. SECURED ASSETS: Second Amended Disclosure Statement Filed --------------------------------------------------------- Secured Assets Belvedere Tower LLC on May 10 filed its latest disclosure statement, which explains the company's proposed Chapter 11 plan of reorganization. According to the latest disclosure statement, Washoe County Treasurer's priority claims in the total amount of 28,230.92 are no longer classified as a claim under the plan. The original version classified the Treasurer's claims in Classes 3 and 4. SABT will pay the priority claims in full on the effective date of the plan from its debtor-in-possession account or from funds held by its attorneys in the Lee High, Ltd. trust account. Meanwhile, claims of unsecured creditors are now classified in Class 5. Unsecured creditors will be paid 100% of their allowed claims, plus interest, from SABT's advances and proceeds generated from the sale of units over a period of no more than five years, according to the latest disclosure statement. A copy of the second amended disclosure statement is available at https://is.gd/0fetxd About Secured Assets Belvedere Tower Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19, 2016. The petition was signed by Gregg Smith. The Debtor, a single asset real estate company, disclosed total assets at $20.4 million and total liabilities at $18.5 million. Judge Gregg W. Zive presides over the case. The Debtor is represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at Davis Graham & Stubbs LLP. SENSE TECHNOLOGIES: Accumulated Losses Raises Going Concern Doubt ----------------------------------------------------------------- Sense Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $340,960 on $326,394 of sales for the three-months ended November 30, 2016, compared to a net income of $92,570 on $103,995 of sales for the same period in 2015. For the nine months ended November 30, 2016, the Company recorded a net loss of $1.06 million on $383,394 of sales, compared to a net loss of $317,008 on $222,483 of sales for the same period last year. The Company's balance sheet at November 30, 2016, showed $10.08 million in total assets, $8.59 million in total liabilities, and a total stockholders' equity of $1.48 million. At November 30, 2016, the Company had not yet achieved profitable operations, had an accumulated deficit of $22,738,725 (February 29, 2016 - $21,650,457) since its inception and incurred a net loss of $1,064,574 (2015 - $317,008) for the nine months ended November 30, 2016, and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. A copy of the Form 10-Q is available at: http://bit.ly/2pYSXgR Sense Technologies, Inc., holds a non-exclusive license to manufacture, distribute, market and sublicense world-wide, a patented technology which is used to produce the Guardian Alert(R) backing awareness system for motor vehicles utilizing microwave radar technology. The Company assembles the product in Charlotte, NC. The company also holds a non-exclusive license to manufacture, distribute, market and sublicense world-wide, the ScopeOut(R) product, a patented system of specially-designed mirrors which are placed at specific points on vehicles to offer drivers a more complete view of the blind spots toward the rear of the vehicle. This product is manufactured in China through an outsourced vendor. SH 130: Court Confirms Modified Reorganization Plan --------------------------------------------------- SH 130 Concession Company said that on May 18, 2017, the United States Bankruptcy Court for the Western District of Texas (Austin Division) confirmed its Modified Second Amended Joint Plan of Reorganization. This confirmation clears the way for the Company to emerge from bankruptcy with new equity partners by the end of June. "We are pleased to have completed this important step in the bankruptcy process and look forward to emerging as a stronger company," said Alfonso Orol, SH 130's Chief Executive Officer. Andy Bailey, SH 130's incoming Chief Executive Officer said, "With the substantial support of the Steering Committee of Creditors, led by Strategic Value Partners, LLC, and The U.S. Department of Transportation's Build America Bureau, the financial restructuring process has left the Company with significantly less leverage and an improved capital structure. This financial stability coupled with a commitment to on-going capital improvements leaves the Company well-positioned for future growth and sustained success." The Plan of Reorganization provides for a restructuring of the Company's balance sheet, as well as distributions of cash, new indebtedness, and equity to various classes of creditors and stakeholders. Additionally, SH 130 has received Court approval to enter into a new fully committed $260 million senior secured term debt facility led by Goldman Sachs at the effective date. Under the terms of the new facility, SH 130 emerges with a more conservative leverage profile and increased financial flexibility. Finally, the Company would like to recognize and thank its employees for their continuous effort and commitment. About SH 130 SH 130 -- http://www.mysh130.com-- operates and maintains Segments 5 & 6 of State Highway 130 from Mustang Ridge to Seguin, Texas. The 41-mile section of the toll road immediately south of Austin offers a speed limit of 85 MPH -- the highest in the United States. The road is owned by the Texas Department of Transportation, which has leased the facility to SH 130 for 50 years. SLUSS & RAY: Taps Bud Palmer Auction as Appraiser ------------------------------------------------- Sluss & Ray LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire an appraiser. The Debtor proposes to hire Bud Palmer Auction to appraise certain equipment it uses to operate its transmission repair business. The firm will be paid $175 per hour, with a minimum of two hours and will receive a down payment of $500 for the initial appraisal. Bud Palmer, a licensed appraiser, disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Bud Palmer Bud Palmer Auction 101 West 29th North Wichita, KS 67204 Phone: +1 316-838-4141 About Sluss & Ray Sluss & Ray LLC, which conducts business under the names Amaco, C & M Empire LLC, Aamcot LLC, and CCWRW LLC, operates three AAMCO franchise transmission shops in Wichita, Kansas. The Debtor filed a Chapter 11 petition (Bankr. D. Kan. Case No. 17-10301) on March 9, 2017, disclosing $86,340 in total assets and $1.22 million in total liabilities. Chad Raymond, owner, signed the petition. The case is jointly administered with Mr. Raymond's individual Chapter 11 case (Bankr. D. Kan. Case No. 17-10313) filed on March 10, 2017. Judge Dale L. Somers presides over the cases. The Debtors are represented by Edward J. Nazar, Esq. at Hinkle Law Firm, L.L.C. SMITH FARM: Plan Outline Okayed, Plan Hearing on August 16 ---------------------------------------------------------- Smith Farm, LLC, is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Joseph Rosania, Jr. of the U.S. Bankruptcy Court for the District of Colorado on May 10 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a June 28 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. A court hearing to consider confirmation of the plan is scheduled for August 16, at 1:30 p.m. The hearing will take place at the U.S. Custom House, Courtroom D, 721 – 19th Street, Denver, Colorado. About Smith Farm Smith Farm, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.Colo. Case No. 16-21062) on November 11, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Marylu Smith-Dischner, manager. Hon. Joseph G. Rosania Jr presides over the case. Weinman & Associates, PC represents the Debtor as counsel while Allen & Vellone serve as its litigation counsel. An official committee of unsecured creditors has not yet been appointed. On January 17, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. SPILL CONTROL: Hires Leslie Cohen as Bankruptcy Counsel ------------------------------------------------------- Spill Control Manufacturing and Supply, Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Leslie Cohen Law, PC as bankruptcy counsel. The Debtor requires Cohen Law to: (a) advise the Debtor regarding its rights and responsibilities as a Chapter 11 debtor and a debtor in possession, specifically including the requirements of the United States Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and how the application of such provisions relates to the administration of the Debtor's estate; (b) advise and assist the Debtor in connection with the preparation of certain documents to be filed with the Bankruptcy Court and/or the Office of the United States Trustee; (c) represent the Debtor, with respect to bankruptcy issues, in the context of its pending Chapter 11 case and to represent the Debtor in contested matters as would affect the administration of the Debtor's case, except to the extent that any such proceeding pertains to the excluded services described above or requires expertise in areas of law outside of the Firm's expertise; (d) advise, to assist and to represent the Debtor in the negotiation, formulation and attempted confirmation of a plan of reorganization; and (e) render services for the purpose of pursuing, litigating and/or settling litigation as may be necessary and appropriate in connection with this case, including without limitation objections to claims, adversary proceedings to recover preferences and fraudulent conveyances, and all associated matters. Cohen Law will be paid at these hourly rates: Leslie Cohen $575 Jaime Williams $390 Senior Contract Attorneys $350 Brian Link $297 Cohen Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Cohen Law received a pre-petition retainer of $25,000 which was paid by non-Debtor sources, specifically, the Debtor's principal, Ruben Garcia. Of this amount, $3,415.10 was expended on pre-petition services and the petition filing fee. The balance of $21,584.90 will be deposited in a segregated trust account per the requirement of the U.S. Trustee. Leslie Cohen, president and sole shareholder of Cohen 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 Debtors and their estates. The law firm can be reached at: Leslie A. Cohen, Esq. J'aime K. Williams Esq. Brian A. Link, Esq. LESLIE COHEN LAW, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Tel: (310) 394-5900 Fax: (310) 394-9280 E-mail: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com brian@lesliecohenlaw.com Spill Control Manufacturing And Supply, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-13832) on March 29, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Leslie A. Cohen, Esq. of Leslie Cohen Law PC. STANDFAST USA: Disclosures OK'd; Plan Hearing on June 19 -------------------------------------------------------- The Hon. Kathy A. Surratt-States of the U.S. Bankruptcy Court for the Eastern District of Missouri has approved Standfast USA, LLC's first amended disclosure statement dated May 3, 2017, referring to the Debtor's plan of liquidation. A hearing to consider the confirmation of the Plan will be held on June 19, 2017, at 11:00 a.m. Objections to the confirmation must be filed by June 12, 2017. June 12, 2017 is fixed as the last day to submit a written ballot accepting or rejecting the Plan. About Standfast USA LLC Standfast USA, LLC, based in Saint Louis, Missouri, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 16-46691) on Sept. 16, 2016. The Hon. Kathy A. Surratt-States presides over the case. Spencer P. Desai, Esq., and Danielle A. Suberi, Esq., at Desai Eggmann Mason LLC, serve as bankruptcy counsels. In its petition, the Debtor's declared $580,903 in total assets and $2.61 million in total liabilities. The petition was signed by Ronald Starczewski, restructuring officer. SUNEDISON INC: Resolves Objections to Plan Outline -------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that the attorneys for SunEdison Inc., et al., told the U.S. Bankruptcy Court for the Southern District of New York that it has resolved several objections to its Chapter 11 plan disclosures and reached an agreement with its key creditors. The attorneys said that the Debtors are in position to move forward with soliciting votes for its exit from bankruptcy, according to the report. The Debtors, the Tranche B Lenders/Steering Committee, the Second Lien Defendants, BOKF, N.A, and the Official Committee of Unsecured Creditors engaged in mediation led by Chief Judge Cecilia G. Morris in an effort to resolve the several outstanding issues between the parties. The Debtors now present a disclosure statement for a largely consensual plan of reorganization supported by the Debtors' secured lenders and the Committee (and to which Bank of Oklahoma, N.A., will not object) for court approval. The Debtors are modifying the proposed Plan and Disclosure Statement to reflect the settlement's terms, and will file amended versions of documents as soon as possible. The Plan and Disclosure Statement embody a comprehensive settlement of the outstanding issues at the center of the mediation, the salient terms of which were announced on the record at the status conference. As a result of the successful mediation, the Debtors now seek authority to commence solicitation of votes on their proposed Plan which, pursuant to, and in accordance with the terms of the mediated settlement, will be supported by the Committee and the Tranche B Lenders/Steering Group. Before achieving the settlement with their key creditors, the Debtors received 10 formal objections to the Disclosure Statement from parties other than alleged equity holders. The Debtors have been in contact with nearly all of these objectors and believe that, with language additions and clarifications to the Disclosure Statement, these objections have been or will be resolved. With these changes, the Debtors submit that the information that will be provided in the Disclosure Statement is more than sufficient to meet section 1125(a)'s adequate information standard. The Court should thus approve the Disclosure Statement and allow the Debtors to move forward with solicitation of votes. In addition to the objections, more than 160 letters were submitted to the Court from alleged SunEdison equity holders objecting to the Disclosure Statement. While the Debtors are sympathetic to the financial hardship suffered by equity holders and have addressed a number of their concerns by adding information to the Disclosure Statement, the gravamen of their complaints -- that there should be value available for distribution to equity holders -- must be rejected. As the record in these cases indisputably shows, the Debtors have worked diligently to maximize the estates' value, but there is simply not nearly enough value to enable the Debtors to make distributions to equity holders. While the mediated settlement delivers meaningful value to creditors, the amount of their unpaid claims, secured and unsecured, will run into the billions of dollars, all of which would have to be paid in full before equity could receive anything. While equity holders may be heard at the confirmation hearing, there is no reason to hold up transmittal of the Debtors' Disclosure Statement to classes entitled to vote on the Plan which, unfortunately, do not include equity holders, the Debtors say. The Debtors have attempted to resolve all objections framed as disclosure inadequacies by working with the objecting parties to add language to the Disclosure Statement and fill in Plan terms as such objections are resolved. Certain parties also made "patent unconfirmability" objections, most of which focused on the definition of "Releasing Parties." The Debtors have modified that definition to make clear that any Plan releases are consensual, and do not apply to holders of interests. As a result, the Debtors believe these objections have been resolved. The Debtors also received many objections from shareholders whose votes are not being solicited. Nonetheless, the Debtors have tried to engage with counsel to an alleged, self-proclaimed "Ad Hoc Shareholder Committee" to incorporate as much disclosure as possible in order to address their concerns. To the extent that any shareholder objections remain outstanding, they should be overruled for lack of standing, given that their vote is not being solicited. The Debtors' omnibus reply in support of the Debtors' motion for court approval of their Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10992-3151.pdf 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: XL Specialty Opposes Approval of Chapter 11 Plan --------------------------------------------------------------- XL Specialty Insurance Company asked the U.S. Bankruptcy Court for the Southern District of New York to deny approval of the Chapter 11 plan of reorganization proposed by SunEdison, Inc. In a court filing, the insurance company said the plan contains defects, which render it "patently unconfirmable." XL Specialty cited the provisions of the plan that contain "broad sweeping third party releases" of SunEdison, its affiliates and other non-debtor entities. "Absent the express consent of a particular holder of a claim or interest, the proposed plan releases are prohibited," XL Specialty said in a court filing. "XL objects on this basis to the extent that they impose the plan releases absent affirmative consent." Shareholder Jason Aldridge and a group led by Cobalt Partners LP had also questioned the provisions, saying these would adversely affect their rights in ways not authorized under the Bankruptcy Code. The plan had also drawn objection from Westchester Fire Insurance Company. The insurance company criticized SunEdison for not providing adequate information about the status of the wind turbine farms project in Southern Utah, and the company's intentions with regard to the indemnity agreement it executed. XL Specialty is represented by: Louis A. Modugno, Esq. McElroy, Deutsch, Mulvaney & Carpenter, LLP 1300 Mt. Kemble Avenue P.O. Box 2075 Morristown, NJ 07962-2075 Tel: (973) 993-8100 Fax: (973) 425-0161 Email: lmodugno@mdmc-law.com Westchester Fire is represented by: Louis A. Modugno, Esq. McElroy, Deutsch, Mulvaney & Carpenter, LLP 1300 Mt. Kemble Avenue P.O. Box 2075 Morristown, NJ 07962-2075 Tel: (973) 993-8100 Fax: (973) 425-0161 Email: lmodugno@mdmc-law.com -- and -- Sam H. Poteet, Jr., Esq. Michael E. Collins, Esq. Scott C. Williams, Esq. Manier & Herod, P.C. 1201 Demonbreun St., Suite 900 Nashville, TN 37203 Tel: (615) 742-9350 Fax: (615) 242-4203 Cobalt group is represented by: Laurence May, Esq. Eiseman Levine Lehrhaupt 805 Third Avenue, 10th Floor New York, NY 10022 Tel: (212) 752-0000 Fax: (212) 355-4608 -- and -- Dennis J. Herman, Esq. David W. Hall, Esq. Robbins Geller Rudman & Dowd, LLP Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Phone: (415) 288-4545 Email: dennish@rgrdlaw.com Email: dhall@rgrdlaw.com Mr. Aldridge is represented by: Gordon Z. Novod, Esq. Grant & Eisenhofer, P.A. 485 Lexington Avenue New York, NY 10017 Tel: 646-722-8523 Fax: 646-722-8501 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. T-MOBILE US: S&P Affirms 'BB' CCR, Off CreditWatch Positive ----------------------------------------------------------- S&P Global Ratings affirmed its 'BB' corporate credit rating and senior unsecured debt rating on Bellevue, Wash.-based wireless carrier T-Mobile US Inc. and removed the ratings from CreditWatch, where S&P had placed them with positive implications on March 13, 2017. The outlook is developing. T-Mobile continues to record strong operating and financial results, which has resulted in leverage reduction and improved free operating cash flow (FOCF) generation. Its announcement that it purchased 31 MHz of spectrum licenses for $8 billion in the Broadcast Incentive Auction was in line with S&P's expectations. The 'BBB-' senior secured debt rating is unchanged since it is subject to a ratings cap. "The affirmation follows recent news headlines that T-Mobile and Sprint were in preliminary discussions to merge," said S&P Global Ratings credit analyst Allyn Arden. While operating and financial performance for T-Mobile remain healthy and key credit metrics, including adjusted debt to EBITDA, have improved to a level that would support a higher rating, the affirmation reflects the uncertainty related to a potential merger with lower-rated Sprint, which could result in higher leverage for T-Mobile depending on financing terms. The outlook is developing and reflects S&P's expectation that despite formidable competition from other wireless providers, T-Mobile is well positioned to expand its customer base, grow EBITDA, and improve FOCF generation through its differentiated service offering. S&P expects that the company will allocate FOCF to shareholder distributions and the acquisition of spectrum licenses such that adjusted leverage remains in the 3x to 4x area over the next year. Still, uncertainty related to a potential merger with Sprint, which could result in higher leverage, depending on financing terms, make it difficult to achieve a higher rating over the next year. TAYLOR EQUIPMENT: Plan Confirmation Hearing on June 30 ------------------------------------------------------ The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania has conditionally approved Taylor Equipment Company, Inc.'s disclosure statement accompanying the plan of reorganization dated May 9, 2017. A final hearing on the Disclosure Statement and plan confirmation is set for June 30, 2017, at 10:00 a.m. Objections to the Disclosure Statement must be filed by June 23, 2017. The counsel for the plan proponent will file a report of the balloting no later than three days before the plan confirmation hearing. The last day for filing a complaint objecting to the discharge, if applicable, will not be later than June 30, 2017. About Taylor Equipment Company Taylor Equipment Company, Inc., based in Friedens, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-70781) on Nov. 11, 2016. 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 David P. Taylor, president. Judge Jeffery A. Deller presides over the case. Robert H. Slone, Esq., at Mahady & Mahady, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. THRU INC: Unsecured Creditors to Get Full Payment in 60 Months -------------------------------------------------------------- All creditors of Thru, Inc., that hold allowed claims will be paid in full under the company's latest plan to exit Chapter 11 protection. Under the latest plan, Class 5 general unsecured creditors will be paid in full in cash in 60 equal monthly installments. The first payment will be made on the first business day of the first month to commence after the effective date of the plan, and each subsequent payment will be made on the first business day of each month thereafter. Until paid in full, interest will accrue and be payable on the outstanding balance of the allowed Class 5 claims at the federal judgment rate. Class 5 is impaired and general unsecured creditors are entitled to vote to accept or reject the plan, according to the disclosure statement filed on May 11 with the U.S. Bankruptcy Court for the Northern District of Texas. A copy of the disclosure statement is available for free at: https://is.gd/hiWIUo Payments under the plan will be derived from cash on hand on the effective date; net income generated by the reorganized company from operations; and cash proceeds received from pre-bankruptcy lenders under an exit facility. According to court filings, Lenders Lee Harrison, Eliza Jayne McCoy and Roderic Holliday-Smith will provide a senior secured term loan to Thru Inc. The total amount of the loan is expected to be approximately $1.865 million. Under the agreement, the lenders will make an initial advance of $400,000 on the effective date. About Thru Inc. Thru, Inc. -- http://www.thruinc.com/-- provides enterprise file sharing and collaboration to help organizations exchange large files and content securely across the globe. Thru, Inc. has strategic partnerships with Rackspace, Microsoft, Salesforce, VMware, IBM, Cleo, Servcorp, Symantec, HCL, and Citrix. The company was formerly known as Rumble Group and changed its name to Thru, Inc. in February 2006. Thru, Inc. was founded in 2002 and is based in Irving, Texas with additional offices in San Jose, California; Sydney, Australia; and London, United Kingdom. On March 8, 2017, the U.S. District Court for the Northern District of California entered an order awarding $2.3 million in attorney's fees in favor of Dropbox, Inc., arising from a 2015 litigation between Thru and Dropbox. To preserve the value of its assets and restructure its financial affairs following entry of that judgment, Thru filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31034) on March 22, 2017. The petition was signed by Lee Harrison, CEO. At the time of filing, the Debtor had assets and liabilities estimated at $1 million to $10 million. Judge Stacey G. Jernigan is the case judge. Bryan Cave LLP is serving as bankruptcy counsel to the Debtor, with Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq., leading the engagement. TIDEWATER INC: Receives Approval Of First Day Motions ----------------------------------------------------- Tidewater Inc. on May 19, 2017, disclosed that the United States Bankruptcy Court for the District of Delaware has granted the relief requested by the Company in certain first day motions related to ordinary course business activities. Among other things, the approved motions authorize the Company to pay prepetition employee wages and benefits without interruption, maintain its insurance programs, utilize its current cash management system, and pay undisputed prepetition obligations owed to its vendors and trade creditors in the ordinary course of business. Jeffrey M. Platt, President and Chief Executive Officer of Tidewater, said, "With the entry of these 'first day orders', the Company will continue normal operations as we work to implement a comprehensive financial restructuring. I would like to thank all of our stakeholders, including our lenders, noteholders, stockholders, employees, customers, vendors, and trade creditors for working constructively with us during this challenging time." About Tidewater, Inc. Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded international petroleum service company headquartered in New Orleans, Louisiana, U.S.. It operates a fleet of ships, providing vessels and marine services to the offshore petroleum industry. Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017. The petitions were signed by Bruce Lundstrom, executive vice president, general counsel and secretary. Tidewater, Inc. disclosed $4.31 billion in total assets and $2.34 billion in debt as of Dec. 31, 2016 The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as corporate counsel; AlixPartners, LLP, as financial advisors; Lazard Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring tax consultant; Deloitte & Touche LLP as auditor and tax consultant; and Epiq Bankruptcy Solutions, LLC, as claims and solicitation agent. TOISA LIMITED: U.S. Trustee Forms 2-Member Committee ---------------------------------------------------- William K. Harrington, U.S. Trustee for Region 2, on May 18 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Toisa Limited, and its debtor affiliates. The committee members are: (1) China Overseas Shipping Attn: Chang Cheng Room 1203, Lujiazui Century Financial Plaza 258 Jinkang Road Pudong, Shanghai 200127 People's Republic of China Tel: 1-358-525-8588 (2) Hyundai Heavy Industries Co., Ltd. Attn: Hoijin Paul Lee 1000 Bangeojinsunhwan-doro, Dong-gu Ulsan, Korea Tel: +82-52-202-9260 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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. TORNANTE-MDP: S&P Cuts CCR to B- on Reduced Anticipated Liquidity ----------------------------------------------------------------- S&P Global Ratings lowered the corporate credit rating on New York City-based Tornante-MDP Joe Holding LLC to 'B-' from 'B' and removed the rating from CreditWatch, where S&P had placed it with negative implications on April 20, 2017. The rating outlook is stable. At the same time, S&P lowered the issue-level rating on the company's senior secured credit facility to 'B-' from 'B'. This credit facility consists of a $30 million revolver due April 2020 and a $135 million term loan due October 2020. The recovery rating on the credit facility remains '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. "The rating downgrade reflects our lowered 2017 and 2018 base-case cash flow forecast, primarily because of working capital uses and other fixed charges, resulting in reduced anticipated liquidity in the form of cash balances and revolver availability in 2017," said S&P Global Ratings credit analyst Jing Li S&P revised its cash flow forecast downward, despite its expectation for revenue and EBITDA growth in 2017, primarily because of an unfavorable shift in sales mix to geographies with slower payment terms, and the adverse impact of sales growth on certain portions of working capital. Although S&P believes the company will have sufficient liquidity to fund working capital needs and capital expenditures over the next year, cash balances were down meaningfully in 2016 and the revolver commitment is more than half drawn at fiscal year-end 2016 to replenish cash balances following the $25 million dividend distribution to financial sponsors in 2016. S&P estimates that the revolver may be drawn at similar levels in 2017, pointing to a likely sustained partial reliance on the revolver leading up to its maturity in April 2020. Therefore, S&P's forecast for a lower liquidity position in 2017 places a burden on the business to generate sufficient positive operating cash flow in 2018 to position the company for a successful refinancing of the entire debt structure due 2020. Lower liquidity levels also present a challenge given periodic revenue and EBITDA volatility. Partly offsetting these considerations are the company's relatively low leverage of about 4x and good EBITDA coverage of interest expense in the 3x area. Notwithstanding these relatively good credit measures, S&P assess Tornante-MDP Joe's financial risk profile as highly leveraged based on S&P's expectation for negative free cash flow in 2017 and the company's financial sponsor ownership and S&P's belief that owners frequently extract cash or otherwise increase leverage over time. The stable outlook reflects S&P's belief the company will have sufficient liquidity to fund working capital needs and capital expenditures over the next year, and S&P's expectation for low-single-digit revenue growth in the confectionery segment, growth in the sports and entertainment segment driven by digital products, and a modest EBITDA recovery through 2018. This will cause adjusted debt to EBITDA and EBITDA coverage of interest expense to improve and to compare favorably to that of other similarly rated issuers. S&P could lower the ratings if operating performance underperforms its current base-case expectation, resulting in liquidity in the form of cash balances and revolver availability that is lower than anticipated. S&P could also lower the rating if the covenant cushion under the company's credit agreement falls to less than 15% and S&P believes the company could lose access to the revolver, or if it loses confidence that the company will be able to successfully refinance its debt structure due in 2020. S&P could raise the rating if it believes the business will significantly outperform its base-case forecast in a manner that improves the company's cash position and the likelihood of refinancing its debt. TUSCANY ENERGY: Exclusive Solicitation Period Extended to June 13 ----------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Tuscany Energy, LLC, the exclusive period for the Debtor to solicit acceptances of a Chapter 11 plan through June 13, 2017. As reported by the Troubled Company Reporter on April 24, 2017, the Debtor and its largest secured creditor, Armstrong Bank are attempting to resolve their dispute. Whatever the outcome of the negotiations, the Debtor said it will need to amend the Disclosure Statement and related Plan. About Tuscany Energy, LLC Tuscany Energy, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10398) on Jan. 11, 2016. The petition was signed by Donald Sider, manager. The case is assigned to Judge Erik P. Kimball. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The Debtor is represented by Bradley S. Shraiberg, Esq., and Bernice Lee, Esq., at Shraiberg, Ferrara, & Landau P.A. No official committee of unsecured creditors has been appointed in the case. US DATAWORKS: Gets Interim Court Approval on $150M Financing ------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved US Dataworks' debtor-in-possession financing motion. As previously reported, "The Debtor has obtained a commitment for a fully underwritten $150,000 debtor-in-possession financing facility (the 'DIP Facility') from TBB, who is to serve as the DIP Lender and which also, intends to purchase the Debtor's assets. The DIP Facility commitment received by the Debtor constitutes an important endorsement of the Debtor and its plan to implement it chapter 11 plan of liquidation. The facility provides for a fully underwritten $150,000 new money term loan to be advanced on a secured basis and to be secured by a first priority priming lien against the Debtor's property and assets. The DIP Facility will allow the Debtor to undertake and complete certain urgent projects that are critical to its efforts in this Case and will provide the Debtor with adequate liquidity through its reorganization process. The Debtor seeks immediate authority to borrow up to $150,000 under the DIP Facility on an interim basis pursuant to the Interim Order." The Court scheduled a May 24, 2017 final hearing on the finance motion. About US Dataworks US Dataworks, Inc. (otc pinksheets:UDWK) -- http://www.usdataworks.com/-- is a software and technology provider serving the financial services sector. The Company is headquartered in Sugar Land, Texas. The Debtor's board of directors currently consists of two directors â€“ John Penrod and Joe Saporito. Mr. Penrod is also the Debtor's CEO. Mr. Saporito is the CAO for Rackspace Managed Hosting. Mr. John Penrod has been with the Company since 2010 and also serves as its President. US Dataworks, Inc. filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32765), on May 1, 2017. John N. Penrod, chairman and CEO, signed the petition. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Wayne Kitchens, Esq. at Hughes Watters Askanase LLP. At the time of filing, the Debtor had $2.67 million in assets and $3.98 million in liabilities. The U.S. Trustee has not yet appointed any official committee in the Debtor's case, and no request has been made for the appointment of a trustee or an examiner. VALDERRAMA A/C: Names William Haddock as Lead Counsel ----------------------------------------------------- Valderrama A/C Refrigeration, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ William P. Haddock of Pendergraft & Simon, LLP as lead bankruptcy counsel. The Debtor requires Mr. Haddock to: (a) analyze the financial situation, and render advice and assistance to the Debtor in determining whether to file petitions under the Bankruptcy Code; (b) advise the Debtor with respect to its powers and duties as a Debtor-in-Possession; (c) conduct appropriate examinations of witnesses, claimants and other persons; (d) prepare and file all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers; and to consult with and advise the Debtor-in-Possession in connection with the operation of or the termination of the operation of the business of the Debtor; (e) represent the Debtor at the meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; (f) represent the Debtor-in-Possession in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; (g) prepare, file, negotiate and prosecute a Disclosure Statement and Plan of Reorganization; (h) advise and consult with the Debtor-in-Possession concerning questions arising in the conduct of the administration of the estate and concerning Debtor's rights and remedies with regard to the Estate's assets and the claims of secured, priority and unsecured creditors; (i) investigate pre-petition transactions and prosecution, if appropriate, presence and other avoidance actions arising under the Debtor-in-Possession's avoidance powers or any other causes of action held by the Estate; (j) defend, if necessary, any motions to lift the automatic stay, contested matters and/or adversary proceedings, and analyze and prosecute any objections to claim; (k) appear on behalf of the Debtor-in-Possession before this Court; (l) advise and assist the Debtor-in-Possession with real estate and business organizations issues related to this case; and (m) assist the Debtor in any matters relating to or arising out of the captioned case. Pendergraft & Simon will be paid at these hourly rates: Leonard Simon $450 William P. Haddock $250 Other Associates $200 Paralegal $100 Secretarial/law clerk $50 Pendergraft & Simon will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid Mr. Haddock a retainer of $3,000. William P. Haddock 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. Pendergraft & Simon can be reached at: William P. Haddock, Esq. PENDERGRAFT & SIMON, LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Tel: (713) 528-8555 Fax: (713) 868-1267 E-mail: whaddock@pendergraftsimon.com About Valderrama A/C Refrigeration Valderrama A/C Refrigeration, Inc., designs and installs commercial refrigeration systems serving clients throughout the Greater Houston area for more than 28 years. Valderrama A/C Refrigeration sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 17-32091) on April 4, 2017, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Dario Ciriaco, director. Judge Karen K. Brown is assigned to the case. The Debtor tapped William P Haddock, Esq., at Pendergraft & Simon as counsel. VANGUARD NATURAL: Oxy USA Had Highest Bid for O&G Assets at $105M ----------------------------------------------------------------- BankruptcyData.com reported that Vanguard Natural Resources filed with the U.S. Bankruptcy Court a notice of successful bid, which states, "Pursuant to the Bidding Procedures Order, on May 17, 2017, the Debtors held an open auction on the Assets. At the auction, Oxy USA submitted the Successful Bid in the amount of $105,000,000, in the aggregate, for the Assets and approximately 57 additional wells in Glasscock County, Texas, related to the Assets. The Successful Bid includes bid protections in the amount of $2,849,960. Therefore, an amount of $102,150,040 would be payable to the Debtors' estates. XTO Energy submitted the Backup Bid in the amount of $101,218,861, in the aggregate, for the Assets and approximately 57 additional wells in Glasscock County, Texas, related to the Assets. The Backup Bid includes bid protections in the amount of $2,849,960. Therefore, in the event the Backup Bid were to become the Successful Bid, $98,368,901 would be payable to the Debtors' estates." As previously reported by The Troubled Company Reporter, BankruptcyData related that OXY USA is the stalking horse bidder for Vanguard's oil and gas assets. Pursuant to a March 20, 2017, the parties agreed for a purchase price of $78,332,000 for the Debtors' assets. About Vanguard Natural Resources Vanguard Natural Resources, LLC — http://www.vnrllc.com/— is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard’s assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Debtors listed total assets of $1.54 billion and total debts of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor’s case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O’Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VANGUARD NATURAL: US Trustee Says Disclosure Statement Lacks Info ----------------------------------------------------------------- Judy A. Robbins, the United States Trustee for Region 7, objects to to the approval of the proposed Disclosure Statement Relating to the Joint Plan of Reorganization of Vanguard Natural Resources and its debtor-affiliates. The United States Trustee says the Debtors' Disclosure Statement: -- is incomplete and fails to adequately inform creditors and parties in interest with respect to the treatment proposed for creditors and the feasibility of the Plan. -- does not provide sufficient information regarding the proposed Reorganized VNR Management Incentive Plan and how the awards contemplated under it satisfy the requirements of the Bankruptcy Code. -- and the underlying Plan of Reorganization propose overly broad exculpation and release provisions without adequately providing a legal justification for them. -- and the underlying Plan, without providing any legal justification, seek to allow the Debtors to pay, without application and Court review, what the Debtors deem to be the reasonable professional fees and expenses of consenting noteholders, thus bypassing the requirements of the Bankruptcy Code. As currently drafted, the Disclosure Statement omits information and lacks sufficient detail such that creditors are unable to make an informed decision whether to accept, reject, or object to the Plan. Moreover, while some of the issues raised relate to confirmation, the Court should consider them at this stage because the Disclosure Statement describes a patently unconfirmable Plan, the U.S. Trustee said. About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Debtors listed total assets of $1.54 billion and total debts of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VINCE INTERMEDIATE: S&P Puts 'CCC-' CCR on CreditWatch Positive --------------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'CCC-' corporate credit rating, on New York-based Vince Intermediate Holding LLC on CreditWatch with positive implications. S&P could either raise or affirm the ratings following completion of the rights offering. "The CreditWatch placement follows Vince's announcement that it has received a rights offering commitment letter from its majority shareholder, Sun Capital Partners V L.P.," said S&P Global Ratings credit analyst Mariola Borysiak. The commitment indicates that the company will receive $30 million cash proceeds in the event it exercises the offering of its common stock to its shareholders. S&P will seek to resolve the CreditWatch listing if the company completes the rights offering and receives $30 million cash proceeds from its shareholders. S&P could raise the corporate credit rating by one notch to 'CCC' from 'CCC-' and revise the company's liquidity assessment to less than adequate from weak if S&P believes the incremental funds will strengthen Vince's liquidity profile while the company continues to execute on its initiatives to improve profitability. VINCHEM USA: June 20 Plan Confirmation Hearing Set -------------------------------------------------- Judge Catherine Peek-McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved the disclosure statement explaining Vinchem USA Corporation's Plan. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on June 20, 2017 at 1:30 pm. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed no later than seven days before the date of the Confirmation Hearing. About Vinchem USA Corporation Vinchem USA Corporation filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01802) on March 7, 2017. The petition was signed by Larry Nguyen, vice president. At the time of filing, the Debtor had $1.60 million in total assets and $1.68 million in total liabilities. Buddy D Ford, Esq. and Jonathan A Semach, Esq., at Buddy D. Ford, P.A., are serving as bankruptcy counsel. No trustee, examiner, or statutory committee has been appointed in this case. VPH PHARMACY: DOJ Watchdog Names Samuel Sweet as Ch. 11 Trustee --------------------------------------------------------------- Daniel M. Mcdermott, a United States Trustee, files a Certification of Appointment before the U.S. Bankruptcy Court for the Eastern District of Michigan, certifying Samuel D. Sweet, Esq. as the Chapter 11 Trustee for VPH Pharmacy. Based on the Certification, the Ch. 11 Trustee is directed to secure an Operating Bond in the amount of $150,000 and file same with the U. S. Bankruptcy Court within five days from the date of the Certification of Appointment dated May 16, 2017. About VPH Pharmacy, Inc. VPH Pharmacy, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 17-30077) on January 13, 2017. The Hon. Daniel S. Opperman presides over the case. The Dragich Law Firm PLLC represents the Debtor as counsel. Dalto Consulting, Inc. is the Debtor's financial advisor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Amee Patel, attorney in fact for Devenkumar C. Patel, sole shareholder. The U.S. trustee for Region 9 on March 3 appointed three creditors of VPH Pharmacy, Inc., to serve on the official committee of unsecured creditors. WAGES MANOR: Hires Neeleman Law as Legal Counsel ------------------------------------------------ Wages Manor, LLC filed an ex parte application to the U.S. Bankruptcy Court for the Western District of Washington to employ Neeleman Law Group as legal counsel for the estate. The professional services that Neeleman Law will render include: (a) assisting the Debtor in the investigation of the financial affairs of the estate; (b) providing legal advice and assistance to the Debtor with respect to matters relating to this case and creditor distribution; (c) preparing all pleadings necessary for proceedings arising under this case; and (d) performing all necessary legal services for the estate in relation to this case. Neeleman Law will be paid at these hourly rates: Principal $360 Associate $275 Paralegal $125 Neeleman Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Neeleman Law received a pre-filing retainer of $5,000, a portion of which was used to pay the filing fee required for the Chapter 11 case, and the fee for the required bankruptcy education courses. The remaining $3,283 was applied for legal services rendered and costs incurred by Neeleman Law Group prior to but in connection with this bankruptcy case. Neeleman Law also received an additional $6,000 retainer, which is currently held in trust, to pay for post-petition services. Thomas D. Neeleman, a principal of Neeleman 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. Neeleman Law can be reached at: Thomas D Neeleman, Esq. NEELEMAN LAW GROUP 1904 Wetmore Ave Ste 200 Everett, WA 98201 Tel: (425) 212-4800 Fax: (425) 212-4802 E-mail: courtmail@expresslaw.com About Wages Manor Wages Manor, LLC, based in Everett, Wash., filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-10684) on February 16, 2017. The Hon. Marc Barreca presides over the case. Thomas D Neeleman, Esq., at Neeleman Law Group, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Thomas Wages, member. WESTECH CAPITAL: Strasburger Opposes Approval of Plan Outline ------------------------------------------------------------- Strasburger & Price, LLP, asked the U.S. Bankruptcy Court for the Western District of Texas to deny approval of the disclosure statement filed by Westech Capital Corp.'s Chapter 11 trustee, saying it does not explain why his proposed restructuring plan serves the interest of creditors. "The disclosure statement does not contain a comparison between the trustee's proposed plan and liquidation under Chapter 7" the firm said in a court filing. Strasburger, former bankruptcy counsel to Westech Capital, questioned the trustee's move to waive any compensation due him for pre-confirmation services, and remove the cap on his compensation after the plan is confirmed. "This could lead to increased costs in the administration under a Chapter 11 plan compared to the cost of a Chapter 7 trustee," the firm pointed out, adding that the bankruptcy trustee should disclose the increased benefits of proceeding under a Chapter 11 plan to warrant the increased cost. Strasburger can be reached through: Stephen A. Roberts, Esq. Strasburger & Price, LLP 720 Brazos, Suite 700 Austin, TX 78701 Phone: 512-499-3624 Fax: 512-499-3660 Email: Stephen.roberts@strasburger.com About Westech Capital Corp. Westech Capital Corp. is a financial services holding company. Its primary business operating subsidiary is Tejas Securities Group, Inc. The Debtor, formerly known as Tejas Inc., filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 16-10300) on March 14, 2016. The petition was signed by Gary Salamone, CEO. It estimated $1 million to $10 million in both assets and liabilities. Stephen A. Roberts, Esq., at Strasburger & Price, previously served as the Debtor's counsel. Gregory S. Milligan was appointed as Chapter 11 trustee for the Debtor. The trustee hired Jordan, Hyden, Womble, Culbreth & Holzer, P.C. as bankruptcy counsel. Mr. Milligan also hired Schlanger Silver Barg & Paine, LLP as tax advisor; and George Brothers Kincaid & Horton LLP, Prickett Jones & Elliott PA, and Pryor & Mandelup LLP as special counsel. WESTECH CAPITAL: Trustee Files 1st Amended Disclosure Statement --------------------------------------------------------------- BankruptcyData.com reported that Westech Capital's Chapter 11 trustee filed with the U.S. Bankruptcy Court a First Amended Disclosure Statement related to the trustee's Chapter 11 plan. According to the Disclosure Statement, "Conversion of this case to a Chapter 7 liquidation will return less to creditors than the implementation and Confirmation of this Plan due to the additional lawyer of administrative expenses (on top of the existing Chapter 11 administrative expenses) that will be generated by the Chapter 7 Trustee and the Chapter 7 Trustee's counsel as they spend the significant time and effort needed to understand the myriad facts and issues surrounding the Debtor. Also, the Plan contemplates continuing the Debtor's business for an indefinite period of time to maximize the value of the NOL, and, in contrast, a Chapter 7 Trustee can only operate a business for a limited period of time, with court authorization, and the bankruptcy code contemplates such authorization only in a limited number of situations. Thus under the Trustee's proposed Chapter 11 Plan, the Plan Trustee will have more flexibility and opportunity to monetize the NOL for the benefit of all creditors than a Chapter 7 Trustee would have." About Westech Capital Corp. Westech Capital Corp is a financial services holding company. Its primary business operating subsidiary is Tejas Securities Group, Inc. Westech Capital Corp., f/k/a Tejas, Inc., filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 16-10300) on March 14, 2016. The petition was signed by Gary Salamone, CEO. Stephen A. Roberts, Esq., at Strasburger & Price, serves as counsel. Westech estimated $1 million to $10 million in both assets and liabilities. On July 26, 2016, Gregory S. Milligan was named Chapter 11 trustee for the Debtor. WRIGHT RETIREMENT: Case Summary & 3 Unsecured Creditors ------------------------------------------------------- Debtor: Wright Retirement Properties, LLC 3224 Shadow Court Wilmington, NC 28409 Case No.: 17-02496 Business Description: The Debtor listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a medical office building and lot in New Hanover County valued at $894,700. There is currently one tenant occupying that building. Chapter 11 Petition Date: May 19, 2017 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilmington Division) Judge: Hon. Joseph N. Callaway Debtor's Counsel: Richard Preston Cook, Esq. RICHARD P. COOK, PLLC 7036 Wrightsville Ave., Suite 101 Wilmington, NC 28403 Tel: 910-399-3458 Fax: 877 836-6822 E-mail: capefeardebtrelief@gmail.com Richard@CapeFearDebtRelief.com Total Assets: $928,362 Total Liabilities: $1.42 million The petition was signed by Ben Wright, member manager. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/nceb17-02496.pdf [*] Attempt to Collect on Time-Barred Debt Not Grounds for Penalty ------------------------------------------------------------------ Alex Wolf, writing for Bankruptcy Law360, reports that the U.S. Supreme Court found that an attempt to collect on obviously time-barred debt in bankruptcy is not grounds for punishment under consumer protection laws. This has cleared up confusion around filing proofs of claim in Chapter 13 that have plagued the credit and collection industry by finding, the report states, citing experts. Law360 recalls that debt collectors were thrown for a loop when the 11th Circuit ruled in 2014 that they can be sued under the Fair Debt Collection Practices Act for pursuing stale debt, or debt that is barred by an applicable statute of limitation, against a bankrupt person. That ruling "opened up a floodgate" of FDCPA litigation, causing consumer debt collectors to give pause before filing what had previously been considered standard notices for a right to payment against debtors, the report states, citing Donald Maurice, Esq., at Maurice Wutscher LLP. According to Law360, the Supreme Court recently overturned a similar 11 Circuit ruling that held Midland Funding LLC potentially liable under the FDCPA for attempting to collect in Chapter 13 bankruptcy on stale credit card debt. Law360 quoted David N. Anthony, Esq., at Troutman Sanders LLP as saying, "I think it's an important decision and certainly a victory for the industry. It's nice to have that issue resolved and know that those claims aren't going to survive." [*] Judge James Ahler Named as Next Judge in Indiana District Court ------------------------------------------------------------------- Diana Novak Jones, writing for Bankruptcy Law360, reports that the Seventh Circuit announced that Indiana Superior Court Judge James R. Ahler has been appointed to replace retiring U.S. Bankruptcy Judge Philip J. Klingeberger in the District Court for the Northern District of Indiana. Chief Circuit Judge Diane Wood said in a statement that Judge Ahler will take over from Judge Klingeberger, who will retire on June 15, 2017. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE OU1 GR 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE ABT CN 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE ABT2EUR EU 93.1 (50.1) (33.4) ABV CONSULTING I ABVN US 0.0 (0.2) (0.2) 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 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 250.4 (268.9) (81.7) AVID TECHNOLOGY AVD GR 250.4 (268.9) (81.7) 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 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 99.6 (33.1) 1.6 BUFFALO COAL COR BUC SJ 51.5 (21.4) (19.6) 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 62.0 (57.7) 7.1 CADIZ INC 2ZC GR 62.0 (57.7) 7.1 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) CALIFORNIA RESOU 1CLB QT 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 CL 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 CPI CARD GROUP I PMTS CN 261.8 (101.9) 52.1 CURE PHARMACEUTI CURR US - (0.0) (0.0) DELEK LOGISTICS DKL US 413.6 (19.0) 8.6 DELEK LOGISTICS D6L GR 413.6 (19.0) 8.6 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 EIGHT DRAGONS CO EDRG US - (1.9) (1.9) ERIN ENERGY CORP ERN SJ 287.4 (250.8) (277.5) 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) - GAMCO INVESTO-A GBL US 182.5 (148.1) - 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 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 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 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 GR 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 TH 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 QT 52.7 (131.9) (36.5) 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) 193.9 INNOVIVA INC HVE GR 391.9 (334.2) 193.9 INNOVIVA INC INVAEUR EU 391.9 (334.2) 193.9 INTERNATIONAL WI ITWG US 318.8 (14.4) 101.7 JACK IN THE BOX JBX GR 1,230.9 (469.4) (126.4) JACK IN THE BOX JACK US 1,230.9 (469.4) (126.4) JACK IN THE BOX JACK1EUR EU 1,230.9 (469.4) (126.4) JACK IN THE BOX JBX QT 1,230.9 (469.4) (126.4) 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 7,881.8 (835.3) 1,320.9 L BRANDS INC LTD TH 7,881.8 (835.3) 1,320.9 L BRANDS INC LB US 7,881.8 (835.3) 1,320.9 L BRANDS INC LBEUR EU 7,881.8 (835.3) 1,320.9 L BRANDS INC LB* MM 7,881.8 (835.3) 1,320.9 L BRANDS INC LTD QT 7,881.8 (835.3) 1,320.9 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 MADISON-A/NEW-WI MSGN-W US 864.4 (987.0) 195.4 MANNKIND CORP MNKD IT 85.2 (198.7) (37.0) 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 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 138.5 (14.5) 57.0 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 68.6 (277.1) (61.7) MERRIMACK PHARMA MP6 GR 68.6 (277.1) (61.7) MERRIMACK PHARMA MP6 QT 68.6 (277.1) (61.7) MERRIMACK PHARMA MACKEUR EU 68.6 (277.1) (61.7) MICHAELS COS INC MIM GR 2,147.6 (1,698.4) 518.6 MICHAELS COS INC MIK US 2,147.6 (1,698.4) 518.6 MIRAGEN THERAPEU MGEN US 57.8 48.0 49.7 MIRAGEN THERAPEU 1S1 GR 57.8 48.0 49.7 MIRAGEN THERAPEU SGNLEUR EU 57.8 48.0 49.7 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 NSTG US 106.5 (3.1) 59.9 NANOSTRING TECHN 0F1 GR 106.5 (3.1) 59.9 NANOSTRING TECHN NSTGEUR EU 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 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 NEFF CORP-CL A NEFF US 652.7 (124.7) 1.3 NEFF CORP-CL A NFO GR 652.7 (124.7) 1.3 NEW ENG RLTY-LP NEN US 190.0 (33.5) - NYMOX PHARMACEUT NYMX US 1.7 (1.2) (0.2) NYMOX PHARMACEUT NYM GR 1.7 (1.2) (0.2) OKTA INC OKTA US 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) OKTA INC 0OK GR 130.6 (15.7) (42.8) OMEROS CORP 3O8 GR 58.4 (48.1) 34.4 OMEROS CORP OMER US 58.4 (48.1) 34.4 OMEROS CORP 3O8 TH 58.4 (48.1) 34.4 OMEROS CORP OMEREUR EU 58.4 (48.1) 34.4 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 225.0 (116.0) (42.0) QUANTUM CORP QNT1 TH 225.0 (116.0) (42.0) QUANTUM CORP QTM US 225.0 (116.0) (42.0) QUANTUM CORP QTM1EUR EU 225.0 (116.0) (42.0) REATA PHARMACE-A RETA US 88.2 (220.3) 34.5 REATA PHARMACE-A 2R3 GR 88.2 (220.3) 34.5 REATA PHARMACE-A RETAEUR EU 88.2 (220.3) 34.5 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 185.9 (1.0) (58.1) ROSETTA STONE IN RS8 GR 185.9 (1.0) (58.1) ROSETTA STONE IN RS8 TH 185.9 (1.0) (58.1) ROSETTA STONE IN RST1EUR EU 185.9 (1.0) (58.1) 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 SEE QT 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 449.6 (42.7) 0.7 SILVER SPRING NE 9SI GR 449.6 (42.7) 0.7 SILVER SPRING NE 9SI TH 449.6 (42.7) 0.7 SILVER SPRING NE SSNIEUR EU 449.6 (42.7) 0.7 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) 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 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 1,699.0 (3,016.7) 331.2 ULTRA PETROLEUM UPL1EUR EU 1,699.0 (3,016.7) 331.2 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 90.8 (27.0) 34.6 VIEWRAY INC 6L9 GR 90.8 (27.0) 34.6 VIEWRAY INC VRAYEUR EU 90.8 (27.0) 34.6 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 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) YUM! BRANDS INC YUMUSD EU 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 ***