/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170529.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 29, 2017, Vol. 21, No. 148 Headlines 135 WEST 13: Hires Robinson Brog as Counsel 186-14 WILLIAMSON: Names Alan Stein as Attorney 21ST CENTURY ONCOLOGY: Updated Chapter 11 Case Summary 24 HOUR FITNESS: Moody's Alters Outlook to Negative; Affirms B2 CFR 2490 US 1: Has Court's Nod to Use Cash Collateral A. WADE BLACK: Case Summary & 3 Unsecured Creditors ADVANCED PAIN: Ch. 11 Trustee Hires Tydings as Bankruptcy Counsel AIRMEDIA GROUP: Receives NASDAQ Notice on Delayed Form 20-F Filing AMERICAN DREAM: Wants to Use Cash Collateral Until October APP HOLDINGS: Moody's Assigns B3 CFR & Rates $325MM Term Loan Caa1 APP HOLDINGS: S&P Assigns 'B' CCR & Rates New $325MM Term Loan 'B' AQUA LIFE CORP: Hires Azan as Accountant and Bookkeeper AQUION ENERGY: Proposes Bluesky-Led Auction for Battery Tech Assets ARCONIC INC: Interim CEO to Receive $91,667 Monthly Salary ARCONIC INC: Reaches Resolution with Elliott to End Proxy Contest ARTEL LLC: Moody's Assigns Caa2-PD/LD Prob. of Default Rating ARTESYN EMBEDDED: Moody's Lowers CFR to B2; Outlook Negative AVAYA INC: Granted 60-Day Plan Exclusivity Extension AVAYA INC: Networking Biz Sold to Extreme Networks, Auction Nixed AVAYA INC: Plan Disclosures Hearing Adjourned One Month B&B BACHRACH: Taps Greenberg Glusker as Legal Counsel BARONG LLC: Hires Kutner Brinen as Counsel BATON ROUGE CREDIT: Creditors Panel Hires Baringer as Attorney BCP RAPTOR: Moody's Assigns B3 CFR; Outlook Positive BE MY GUEST: Unsecureds to Recover Up to 15% Under Exit Plan BELIEVERS BIBLE: Seeks October 2 Exclusive Plan Filing Extension BELLA LOGISTICS: Taps Villa & White as Counsel BENFER STORAGE: U.S. Trustee Unable to Appoint Committee BENNIGAN'S SADDLEBROOK: Hires Scott Goldstein as Counsel BIOSTAGE INC: To Present Plan to Avoid Nasdaq Delisting BISHOP GORMAN: Hires Fox Rothschild as Counsel BISHOP GORMAN: Hires Greenberg Traurig as Special Counsel BISHOP GORMAN: Hires Wallace Neumann as Accountant BREITBURN ENERGY: Hires Littler Mendelson as Litigation Counsel BRIGHT MOUNTAIN: Incurs $685,000 Net Loss in First Quarter BRITISH MOTORCARS: Committee Taps Winthrop Couchot as Counsel BUDDY WARREN: Taps Kasen & Kasen as Legal Counsel BULOVA TECHNOLOGIES: Posts $8.50 Million Q2 Net Income CA REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors CAMPBELLTON-GRACEVILLE: Hires Lubell Rosen as Special Counsel CARDINAL LOCAL SD: Moody's Affirms B1 Rating on $6.9MM GOULT Debt CARL MERKLE: Seay and Chapparo Buying Property for $1.33M CAROL LLOYD: Wants to Use Cash Collateral Until June 14 CARRIE STEFANI: Sale of Hoboken Property for $1.2M Approved CBAK ENERGY: Incurs $2.06 Million Net Loss in First Quarter CCH JOHN: Court Says Motion For Cash Collateral Use Moot CDR HRB: S&P Revises Outlook to Negative & Affirms 'B' CCR CENTRAL GROCERS: Gets Interim OK for New $205M Bankruptcy Loan CHARLOTTE RUSSE: Moody's Cuts CFR to Caa1, Outlook Negative CHINA FISHERY: Seeks OK of $20M Intercompany Bankr. Financing CHINA NATURAL: Receives NASDAQ Notice on Delayed Form 20-F Filing CHOUDRIES INC: Chapter 11 Trustee Taps R.B. Hill as Accountant CLAYTON WILLIAMS: Moody's Withdraws All Ratings Over Noble Deal CORE COMMUNICATIONS: Hires Offit Kurman as Counsel CROSBY US: Moody's Cuts CFR to Caa2; Outlook Stable CYTORI THERAPEUTICS: Stockholders Elect Seven Directors DAWSON INTERNATIONAL: Hires Deloitte as Tax Advisor DELAWARE SPORTS: Taps Hiller Law as Legal Counsel DENBURY RESOURCES: Moody's Hikes CFR to Caa1; Outlook Stable DENTON HARDWOODS: Court Denies Bid for Cash Collateral Use DR. LUIS A VINAS: Wants to Continue Using Cash Collateral DRAFT BARS: Hires Christine A. Roberts as Bankruptcy Counsel E&I HOLDINGS: Hires Clean Water as Consultant EAGAN AVENATTI: Hires Baker & Hostetler as Counsel EAGLECLAW MIDSTREAM: S&P Assigns 'B+' CCR; Outlook Stable EMERALD COAST: Taps Northwest Florida Auction Group as Auctioneer ERNEST VICKNAIR: Selling LSU Football Tickets and Parking Passes ESPLANADE HL: Has Access to FMB Cash Collateral Until July 2 ESTRATEGIAS EN VALORES: Chapter 15 Case Summary ESTRATEGIAS EN VALORES: Probe Into US$220M Fraud Still Ongoing ESTRATEGIAS EN VALORES: Seeks Recognition of Colombian Liquidation FAYETTE COUNTY BANK: FDIC Appointed as Receiver FIDELITY & GUARANTY: Moody's Affirms Ba2 Sr. Unsec. Debt Rating FLOOR AND DECOR: Moody's Revises Outlook to Pos. & Affirms B2 CFR FLOUR MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors FREEDOM COMMUNICATIONS: Intends to File Ch. 11 Plan by Aug. 28 FULLCIRCLE REGISTRY: Reports $170K Net Loss for First Quarter GARDNER DENVER: S&P Raises CCR to 'B+', Off CreditWatch Positive GENON ENERGY: S&P Lowers ICR to 'CC' Amid Planned Debt Exchange GENTLEPRO HOME: Can Continue Using IRS Cash Collateral Thru Aug. 24 GO DADDY: S&P Affirms 'BB-' CCR; Outlook Negative GOLDEN TOUCH COMMERCIAL: Hires Galloway Wettermark as Counsel GRACIOUS HOME: Proposes Auction to Beat June 30 Plan Deadline GRIER BROS: Hires Henry F. Sell, Jr. as Co-counsel GTT COMMUNICATIONS: New Notes Offer No Impact on Moody's B2 CFR GTT COMMUNICATIONS: S&P Puts Debt's 'B+' Rating on Watch Pos. HAIMIL REALTY: Sale of New York Condo Unit for $2.7M Approved HAMMOND'S TRANSPORTATION: Case Summary & Top Unsecured Creditors HHGREGG INC: Wants to Retain 38 Non-Insider Employees Under KERP HIGH PLAINS: Seeks Interim Authorization to Use Cash Collateral I-LIGHTING LLC: Taps Tydings & Rosenberg as Legal Counsel ICAGEN INC: Incurs $806,000 Net Loss in First Quarter III EXPLORATION: Plan Filing Exclusivity Extended Until May 31 INFORMATION SOLUTIONS: Hires Forrester & Worth as Attorney J.J. BAKER: Files Chapter 11 Liquidating Plan KATY INDUSTRIES: U.S. Trustee Forms 7-Member Committee KE KAILANI: Taps Shafferman & Feldman as Legal Counsel KEMPLON MARINE: Has Interim Authority to Use PFG Cash Collateral KEMPLON MARINE: Wants to Use Paragon Financial's Cash Collateral L & B CONSTRUCTION: Foreclosure Auction on June 23 LA RIVIERA: Voluntary Chapter 11 Case Summary LAMPLIGHT CONDOMINIUM: Taps Comer & Company as Accountant LANE FAMILY: Wants Access to Cash Collateral Through Sept. 30 LARKIN EXCAVATING: Taps Evans & Mullinix as Legal Counsel LILY ROBOTICS: DA Objects to Proposed Customer Refunds Process M.O.R. PRINTING: Can Continue Access to Collateral Until May 31 MACK INDUSTRIES: Trustee Taps Jenner & Block as Legal Counsel MARSH SUPERMARKETS: Taps Young Conaway as Legal Counsel MAXUS ENERGY: Madison Buying De Minimis Assets for $317K MAXUS ENERGY: MoFo Touts Succesful Restructuring of Debtor Client METRO NEWSPAPER: Creditors Panel Hires Lowenstein as Counsel MICROSEMI CORP: S&P Lowers Sr. Secured Securities Rating to BB- NECHE LLC: Hires Christine A. Roberts as Counsel NEPHROGENEX INC: Reorganization Plan Declared Effective on May 24 NEW ATRIUM: Trustee Taps Maxwell Law Group as Legal Counsel NEW YORK INTERNET: Cleareon Buying All Assets for $400K NORTHERN BERKSHIRE: Payouts Done; Nonprofit Gets $1.07M Endowment OLIVE BRANCH: Plan Outline Okayed, Plan Hearing on July 12 ON-CALL STAFFING: Plan Filing Deadline Extended Through July 25 OPTIMA SPECIALTY: Plan Outline Approved, June 29 Conf. Hrg. Set OPTIMA SPECIALTY: Workers Union Object to Disclosure Statement ORANGE ACRES: Wants Authorization on Cash Collateral Use ORANGE SANITATION: Taps Familetti Law Firm as Legal Counsel PAYLESS HOLDINGS: Claims Bar Date Set for June 19 PERFORMANCE SPORTS: Wants Plan Filing Period Moved to Aug. 28 PFO GLOBAL: Seeks Case Conversion into Chapter 7 Proceeding PITTSFIELD DEVELOPMENT: Selling Chicago Building Interest for $17M POTOBAC LLC: Hires Atlantic Auctions as Real Estate Auctioneer PROFESSIONAL RESOURCE: Case Summary & 20 Top Unsecured Creditors RAIN TREE: Further Hearing on Cash Use on June 1 RAYONIER AM: Moody's Puts Ba3 CFR Under Review for Downgrade REONAC ENERGY: First Creditors Meeting on June 7 in Montreal RUPARI FOOD: Commences 2nd Lawsuit on Tony Roma's Licensing Issue SANCTUARY CARE: Managing Member Intends to File Chapter 11 Plan SANDFORD AND SON: Jones Buying Philadelphia Property for $147K SANDFORD AND SON: Proposes $175K Private Sale of Property SEARCHMETRICS INC: Taps JND Corporate as Administrative Agent SEFCAK LLP: Plan Outline Okayed, Plan Hearing on June 5 SEINEYARD INC: Taps Thomas Woodward as Legal Counsel SISU TOO: Hires Kutner Brinen as Counsel SM PROPERTY HOLDINGS: Hires Kutner Brinen as Counsel SOYNUT BUTTER: Files for Chapter 7 Amid E. Coli Crisis STEWART DUDLEY: Magnify Selling Panama City Condo Unit for $168K STNMM LLC: Case Summary & Unsecured Creditor STONEWALL FARM: Plan Outline Okayed, Plan Hearing on July 12 SUBDIVISION OF SILVER: U.S. Trustee Unable to Appoint Committee SUNSHINE HOME: Has Interim Approval to Use IRS Cash Collateral SUPERIOR LINEN: Las Vegas Linen Buying All Assets for $1.9M TALOS PRODUCTION: Moody's Withdraws Caa1 Corporate Family Rating TARPON DYNAMIC: Settlement With Bank for Sale of Properties Okayed TD MANUFACTURING: Asks For Court OK to Use Cash Collateral TELEXFREE LLC: $1.83M Judgment by Consent vs S. Rodrigues Entered TEMBEC INC: S&P Puts 'B' CCR on CreditWatch Positive TEMBEC INDUSTRIES: Moody's Puts B2 CFR Under Review for Upgrade TIDEWATER INC: Hires Epiq as Administrative Advisors TIDEWATER INC: Hires Jones Walker as Corporate Counsel TIDEWATER INC: Hires KPMG as Tax Consultants TOTAL OFFICE-GSA: Seeks Interim Authority to Use Cash Collateral TRADER MURPHY: Taps Grimble & LoGuidice as Legal Counsel TRAMMELL FAMILY LAKE: Wants to Move Plan Filing Period to Aug. 31 TRC COS: S&P Affirms 'B' Rating on Sr. Sec. Credit Facilities TRINET HR: S&P Affirms 'B+' CCR & Revises Outlook to Positive US DATAWORKS: Gets Final Court Approval of $150K Financing US DATAWORKS: U.S. Trustee Unable to Appoint Committee US SHIPPING: S&P Lowers CCR to 'B-' on Weaker Performance VP LITTCO: Hires Timothy C. Wilson as Accountant WEBSTER RESTAURANTS: U.S. Trustee Unable to Appoint Committee WESTECH CAPITAL: Files 2nd Amended Disclosure Statement WESTINGHOUSE ELECTRIC: Sale of Derry Property for $921K Approved WILLOW BEND: Hires Fletcher & Associates as Accountant WINEBOW GROUP: S&P Lowers CCR to 'B-' on Higher Leverage WK MANAGEMENT: U.S. Trustee Unable to Appoint Committee WONDERWORK INC: Exclusive Plan Filing Period Extended to Aug. 26 ZACHRY HOLDINGS: Moody's Revises Outlook Stable & Affirms B1 CFR [*] 24th Annual Distressed Investing Conference - Nov. 27, 2017 [*] House Passes Bill for Addition of 4 Bankruptcy Judgeships [^] BOND PRICING: For the Week from May 22 to 26, 2017 ********* 135 WEST 13: Hires Robinson Brog as Counsel ------------------------------------------- 135 West 13 LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C., as counsel to the Debtor. 135 West 13 requires Robinson Brog to: (a) provide advice to the Debtor with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; (b) negotiate with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; (c) appear before the various taxing authorities to work out a plan to pay taxes owing in installments; (d) prepare on the Debtor's behalf necessary applications, motions, answers, replies, discovery requests, forms of orders, reports and other pleadings and legal documents; (e) appear before the Court to protect the interests of the Debtor and its estate, and representing the Debtor in all matters pending before the Court; (f) perform all other legal services for the Debtor that may be necessary herein; and (g) assist the Debtor in connection with all aspects of the Chapter 11 case. Robinson Brog will be paid at these hourly rates: Shareholders $400-$675 Associates $250-$465 Paralegal $175-$300 In connection with the filing of the chapter 11 case, Robinson Brog received a payment of $36,717 from the Debtor. Robinson Brog performed services on the Debtors' behalf in connection with the preparation of the bankruptcy filings and billed the Debtor prepetition for such services in the amount of $11,168.50. Robinson Brog now holds a retainer of $25,548.50, which will be applied towards postpetition fees and expense. Robinson Brog will also be reimbursed for reasonable out-of-pocket expenses incurred. Fred B. Ringel, shareholder of Robinson Brog Leinwand Greene Genovese & Gluck P.C., 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. Robinson Brog can be reached at: Fred B. Ringel, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 About 135 West 13 LLC 135 West 13 LLC, based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-11371) on May 17, 2017. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as bankruptcy counsel. 135 West 13 LLC is the owner and operator of two residential properties located in Manhattan at 133 West 13th Street and 135 West 13th Street, New York, New York. The properties are multi-family rentals properties with a mix of rent stabilized and non-rent stabilized units. The properties contain a total of 12 units. The Debtor's bankruptcy filing was precipitated by a foreclosure action commenced by its mortgagee Village Realty Holdings LLC. In connection with the foreclosure action, the Debtor and its secured creditor executed a forbearance agreement dated Sept. 22, 2016. Under the terms of the forbearance agreement, the Debtor was entitled to a period of time to sell the property and satisfy the obligations owing to the secured creditor. However, in the event the Debtor was unable to sell the properties during the forbearance period, it was expressly contemplated and agreed that the properties could be sold in a Chapter 11 case pursuant to Section 363 or under a plan of reorganization within certain post-forbearance time frame set forth in that agreement. This case has been commenced for the Debtor to avail itself of the bargained for sale period in accordance with the provisions set forth in the forbearance agreement. In its petition, the Debtor estimated $15.02 million in assets and $13.34 million in liabilities. The petition was signed by Max Dolgicer, member. 186-14 WILLIAMSON: Names Alan Stein as Attorney ----------------------------------------------- 186-14 Williamson Ave., Corp. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Office of Alan C. Stein, P.C. as attorney. The Debtor requires the law firm to: (a) provide legal advice with respect to the powers and duties of the Debtor-In-Possession in the continued management of its business and property; (b) represent the Debtor before the Bankruptcy Court and at all hearings on matters pertaining to its affairs, as Debtor- In-Possession, including prosecuting and defending litigated matters as they may arise during the Chapter 11 case; (c) advise and assist the Debtor in the preparation and negotiation of a Plan of Reorganization with its creditors; and (d) perform all other legal services for the Debtor which may be desirable and necessary. The law firm will be paid at these hourly rates: Alan C. Stein, Partner $400 Ilana Sacher, Paralegals $150 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor has caused the Firm to be paid an $8,000 retainer to be applied against future fees of the Firm incurred by the Debtor in connection with the conduct of these proceedings plus $1,717 for the filing fee. Alan C. Stein, partner of the law firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The law firm can be reached at: Alan C. Stein, Esq. LAW OFFICE OF ALAN C. STEIN, P.C. 7600 Jericho Turnpike, Suite 308 Woodbury, N.Y. 11797 Tel: (516) 932-1800 Fax: (516) 932-0220 E-mail: alan@alanstein.net About 186-14 Williamson Ave. 186-14 Williamson Ave., Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70603) on February 2, 2017. On February 3, 2017, the Debtor re-filed its petition (Bankr. E.D.N.Y. Case No. 17-40503). The petition was signed by Robin Eshaghpour, president. A copy of the petition is available for free at https://is.gd/dzfpHH The case is assigned to Judge Nancy Hershey Lord. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $50,000. 21ST CENTURY ONCOLOGY: Updated Chapter 11 Case Summary ------------------------------------------------------ Affiliates of 21st Century Oncology Investments, LLC, that have sought Chapter 11 protection: Debtor Case No. ------ -------- New York Radiation Therapy Management Services, LLC 17-22769 aka New York Radiation Therapy Management Services, Incorporated aka NYRTMS, LLC aka 21st Century Oncology 2270 Colonial Blvd. Fort Myers, FL 33907 21st Century Oncology Holdings, Inc. 17-22770 21C East Florida, LLC 17-22771 21st Century of Florida Acquisition, LLC 17-22772 21st Century Oncology, Inc. 17-22773 21st Century Oncology, LLC 17-22774 21st Century Oncology Management Services, Inc. 17-22775 21st Century Oncology of Alabama, LLC 17-22776 21st Century Oncology of Harford County, Maryland 17-22777 21st Century Oncology of Jacksonville, LLC 17-22778 21st Century Oncology of Kentucky, LLC 17-22779 21st Century Oncology of New Jersey, Inc. 17-22780 21st Century Oncology of Pennsylvania, Inc. 17-22781 21st Century Oncology of Prince Georges County, Ma 17-22782 21st Century Oncology of South Carolina, LLC 17-22783 21st Century Oncology of Washington, LLC 17-22784 21st Century Oncology Services, LLC 17-22785 AHLC, LLC 17-22786 American Consolidated Technologies, L.L.C. 17-22787 Arizona Radiation Therapy Management Services, Inc 17-22788 Asheville CC, LLC 17-22789 Associates In Radiation Oncology Services, LLC 17-22790 Atlantic Urology Clinics, LLC 17-22791 Aurora Technology Development, LLC 17-22792 Berlin Radiation Therapy Treatment Center, LLC 17-22793 Boynton Beach Radiation Oncology, L.L.C. 17-22794 California Radiation Therapy Management Services, 17-22795 Carepoint Health Solutions, LLC 17-22796 Carolina Radiation and Cancer Treatment Center, LLC 17-22798 Carolina Regional Cancer Center, LLC 17-22799 Derm-Rad Investment Company, LLC 17-22800 Devoto Construction of Southwest Florida, Inc. 17-22801 Financial Services of Southwest Florida, LLC 17-22802 Fountain Valley & Anaheim Radiation Oncology Center 17-22803 Gettysburg Radiation, LLC 17-22804 Goldsboro Radiation Therapy Services, LLC 17-22805 Jacksonville Radiation Therapy Services, LLC 17-22806 Maryland Radiation Therapy Management Services, LLC 17-22807 MD International Investments, LLC 17-22808 Medical Developers, LLC 17-22809 Michigan Radiation Therapy Management Services, Inc 17-22811 Nevada Radiation Therapy Management Services 17-22812 New England Radiation Therapy Management Services 17-22813 North Carolina Radiation Therapy Management Service 17-22814 OnCure Holdings, Inc. 17-22815 OnCure Medical Corp. 17-22816 Palms West Radiation Therapy, L.L.C. 17-22817 Phoenix Management Company, LLC 17-22818 Radiation Therapy School For Radiation Therapy 17-22819 Radiation Therapy Services International, Inc. 17-22820 RVCC, LLC 17-22821 Sampson Accelerator, LLC 17-22822 Sampson Simulator, LLC 17-22823 SFRO Holdings, LLC 17-22824 South Florida Medicine, LLC 17-22825 South Florida Radiation Oncology, LLC 17-22826 Treasure Coast Medicine, LLC 17-22827 U.S. Cancer Care, Inc. 17-22828 USCC Florida Acquisition, LLC 17-22829 West Virginia Radiation Therapy Services, Inc. 17-22830 21st Century Oncology Investments, LLC 17-22839 fdba Radiation Therapy Investments, LLC 2270 Colonial Blvd. Fort Myers, FL 33907 21st Century Oncology Investments' Estimated Assets: $0 to $50,000 21st Century Oncology Investments' Estimated Debts: $50,000 to $100,000 The petition was signed by Steven Della Rocca, secretary. 24 HOUR FITNESS: Moody's Alters Outlook to Negative; Affirms B2 CFR ------------------------------------------------------------------- Moody's Investors Service changed its rating outlook for 24 Hour Fitness Worldwide Inc. to negative from stable. At the same time, Moody's affirmed its B2 Corporate Family Rating and B2-PD Probability of Default Rating for the company, as well as the Ba3 ratings for its Senior Secured Bank Credit Facilities and the Caa1 rating for its Senior Unsecured Notes. "The change in rating outlook to negative acknowledges 24 Hour Fitness' meaningful underperformance relative to Moody's original expectations, due to both slower net new club growth and a weakly performing acquisition completed in late 2014, which have contributed to elevated financial risk that is expected to persist," according to Maggie Taylor, Moody's Senior Vice President and lead analyst for the company. "Moody's also expect rising minimum wage rates to pressure earnings in 2017-18 and beyond, as 67% of the 24 Hour Fitness store base resides in markets that have enacted meaningful increases and with labor representing one of the most sizable components of the company's cost base," added Taylor. The following summarizes Moody's ratings and rating actions for 24 Hour Fitness Worldwide, Inc.: -- Corporate Family Rating, affirmed B2 -- Probability of Default Rating, affirmed B2-PD -- Senior Secured Bank Credit Facilities, affirmed Ba3 (LGD 2) -- Senior Unsecured Regular Bond/Debenture, affirmed Caa1 (LGD 5) -- Outlook, changed to Negative from Stable RATINGS RATIONALE 24 Hour Fitness Worldwide, Inc.'s B2 Corporate Family Rating (CFR) broadly reflects the elevated financial risk associated with the company's high leverage and weak interest coverage. At March 31, 2017, Moody's-adjusted Debt-to-EBITDA was 6.3 times, and EBITA-to-Interest Expense was 1.1 times. The rating is constrained by 24 Hour Fitness' high regional concentration, with more than 52% of its clubs located in California and 75% within just three states. Moreover, the rating reflects the highly fragmented and intense competitive landscape of the fitness club industry sector, as exacerbated of late by rapid unit growth amongst certain value priced operators. The rating also acknowledges the ownership of 24 Hour Fitness by a financial sponsor. While its owners have not taken any dividends since acquiring 24 Hour Fitness in 2014, Moody's believes the lower than expected growth realized to date could result in more aggressive actions by its financial sponsor owners in future periods. The rating is supported by the company's good liquidity profile, which will allow it to fund new club openings in 2017 without increasing debt levels. The rating also encompasses 24 Hour Fitness' high-teen percentage EBITA margins, its modestly positive comparable club revenue growth, and a well-recognized brand name in its core markets. Ratings could be upgraded should 24 Hour Fitness continue to generate consistent positive comparable club sales growth while improving earnings such that Debt-to-EBITDA is sustained below 4.5 times. An upgrade would also require positive free cash flow and a good liquidity profile, both on a sustained basis. Ratings could be downgraded should 24 Hour Fitness be unable to grow its earnings such that EBITA-to-Interest Expense is expected to at least approach 1.25 times. Ratings could also be downgraded should the company experience negative comparable club sales growth, or if free cash flow weakens, or liquidity deteriorates. 24 Hour Fitness Worldwide, Inc. is a leading owner and operator of fitness centers in the US. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. 2490 US 1: Has Court's Nod to Use Cash Collateral ------------------------------------------------- The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida has authorized 2490 US 1, LLC, to use cash collateral. The debtor-in-possession may pay its monthly invoices. In addition, the Debtor-in-Possession will pay adequate protection payments as follows: Iberia Bank: $3,600 SBA: $1,000 St. Johns Tax Collector: $476.94 The payments provided for will be due on or before the 9th of each month until a closing on the sale of Debtor's real estate at which time the creditors will be paid in full. The payment to Iberia Bank should be sent to Burr & Forman, LLP, c/o Michael S. Waskiewicz, 50 North Laura Street, Suite 3000, Jacksonville, Florida 32202. The payment to SBA should be sent to US Small Business Administration, Commercial Loan Servicing, 2120 Riverfront Drive, Suite 100, Little Rock, Arizona 72202-1794. The payment to St. Johns Tax Collector should be made out to the St. Johns County Tax Collector, and sent to the St. Johns County Tax Collector, P.O. Box 9001, St. Augustine, Florida 32085-9001. About 2490 US 1 2490 US 1, LLC fdba 2498 US 1, LLC, based in Palm Coast, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-02622) on July 11, 2016. The Debtor disclosed total assets at $1.36 million and total liabilities at $1.57 million. The petition was signed by Sherry Arnett, president. The Debtor engaged Robert Altman, Esq., at Robert Altman, P.A., as counsel. The Debtor tapped Daniel F. McEntee of CPA Associates, LLP, as accountant. The U.S. Trustee informs the Court that a committee of unsecured creditors has not been appointed in the Chapter 11 case of 2490 US 1, LLC, due to insufficient response to the U.S. Trustee communication/contact for service on the committee. A. WADE BLACK: Case Summary & 3 Unsecured Creditors --------------------------------------------------- Debtor: A. Wade Black Revocable Trust 6331 Lupton Drive Dallas, TX 75225 Case No.: 17-32053 Type of Debtor: Business Trust Chapter 11 Petition Date: May 25, 2017 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by A. Wade Black, trustee. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/txnb17-32053.pdf ADVANCED PAIN: Ch. 11 Trustee Hires Tydings as Bankruptcy Counsel ----------------------------------------------------------------- Alan M. Grochal, the Chapter 11 Trustee of Advanced Pain Management Services, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Tydings and Rosenberg LLP, as general bankruptcy counsel to the Trustee. The Trustee requires Tydings to: a. investigate and liquidate the Debtor's interest in all property of the estate; b. investigate and prosecute claims and causes of action; c. advise the Trustee on healthcare regulatory issues; d. advise the Trustee on ERISA issues; e. advise the Trustee on lease and executory contract issues; f. assist the Trustee with examining proofs of claim and objecting to the allowance of any claim where purpose would be served in doing so; g. prepare any necessary applications, answers, orders, reports and other legal papers, and appearing on the Trustee's behalf in proceedings instituted by or against the Trustee or the Bankruptcy Estate; and h. perform other legal services for the Trustee which may be necessary and beneficial to the Bankruptcy Estate. Tydings will be paid at these hourly rates: Partners $375-$575 Associates $250-$330 Paraprofessionals $160 Tydings will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan M. Grochal, partner of Tydings and Rosenberg LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Trustee, the Debtor and its estates. Tydings can be reached at: Alan M. Grochal, Esq. TYDINGS & ROSENBERG LLP 100 East Pratt Street, 26th Floor Baltimore, MD 21202 Tel: (410) 752-9700 E-mail: agrochal@tydingslaw.com About Advanced Pain Management Services, LLC Advanced Pain Management Services, LLC -- http://www.americanspinemd.com/-- is a small business debtor as defined in 11 U.S.C. Section 101(51D), engaged in the health care business. The Company collected gross revenue for $9.97 million in 2016 and gross revenue of $10.65 million in 2015. Advanced Pain Management filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-30863), on March 16, 2017. The petition was signed by Khalid Kahloon, CEO and general counsel. At the time of filing, the Debtor disclosed $1.84 million in total assets and $2.50 million in total liabilities. The Kentucky case was assigned to Judge Thomas H. Fulton. The Debtor was represented by James Edwin McGhee, III, Esq. at Kaplan & Partners LLP. On May 1, 2017, the W.D. Kentucky bankruptcy court granted an Agreed Motion filed by the Debtor and creditor SunTrust Bank to transfer the case to the Maryland bankruptcy court. Advanced Pain filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 17-16047) on May 1, 2017, disclosing under $1 million in both assets and liabilities. The petition was filed pro se. Bankruptcy Judge Thomas J Catliota presides over the Maryland case. The Court appointed Alan M. Grochal as Chapter 11 Trustee. AIRMEDIA GROUP: Receives NASDAQ Notice on Delayed Form 20-F Filing ------------------------------------------------------------------ AirMedia Group Inc. on May 23, 2017, disclosed that it has received a letter dated May 18, 2017 (the "Deficiency Letter") from The NASDAQ Stock Market, Inc. ("NASDAQ") notifying the Company that it is not in compliance with NASDAQ Listing Rule 5250(c)(1) for continued listing because its annual report on Form 20-F for the year ended December 31, 2016 (the "Annual Report") was not filed on a timely basis with the Securities and Exchange Commission. Under NASDAQ Listing Rule 5810(c)(2)(F)(i), the Company has until July 17, 2017 (that is, 60 calendar days from the date of the Deficiency Letter) to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules (the "Compliance Plan"). The Company intends to submit the Compliance Plan as soon as practicable. Under NASDAQ Listing Rule 5810(c)(2)(F)(ii), if NASDAQ accepts the Compliance Plan, NASDAQ can grant the Company an exception until November 14, 2017 the latest (that is, up to 180 calendar days from the extended due date of the Annual Report) to regain compliance. The Company is currently in the process of transitioning to a new independent registered public accounting firm that will require additional time to conduct an audit of the Company's financial statements for the year ended December 31, 2016. The Company intends to file the Annual Report as soon as practicable. The Deficiency Letter has no immediate impact on the listing of the Company's ordinary shares represented by American depositary shares on the Nasdaq Global Market under the symbol "AMCN." This announcement is made in compliance with NASDAQ Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. About AirMedia AirMedia Group Inc. (Nasdaq: AMCN) -- http://www.airmedia.net.cn-- is an operator of out-of-home advertising platforms in China targeting mid-to-high-end consumers as well as a first-mover in the travel Wi-Fi market. AirMedia sells advertisements on the routes operated by several Chinese airlines and at Sinopec's service stations in China. AirMedia also has concession rights to operate the Wi-Fi systems on trains administered by eight railway administrative bureaus in China as well as on many long-haul buses in China. AMERICAN DREAM: Wants to Use Cash Collateral Until October ---------------------------------------------------------- The American Dream Today, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral and to make adequate protection payments. On June 25, 2013, the Debtor executed or executed a promissory note in favor of Metro Cornerstone, Inc., in the principal amount of $55,000. Concurrent with the execution of the Promissory Note, Debtor executed a security deed and agreement in which Debtor pledged to, inter alia, all rents income, revenues, and profits from the real property located at 1495 Ralph Davide Abernathy Boulevard in Atlanta, Georgia. The Property is a commercial property that generates rental and other income. Metro Cornerstone has, or may have, a valid and perfected interest in Debtor's rental income, the security interest is an interest in Cash Collateral. The Debtor conducts business and requires the use of the Cash Collateral in the ordinary course of the operation of Debtor's business. The Debtor seeks court authorization, pursuant to use Cash Collateral to pay its reasonable and customary expenses for the operation of its business. The Debtor requires the immediate use of Cash Collateral on an interim basis for the payment of ordinary expenses incurred on a daily basis that are essential to the ongoing operation of Debtor's business, which expenses must be paid from Cash Collateral. Without the use of Cash Collateral, Debtor will be unable to operate the business and reorganize. The proposed budget provides for the projected income and expenses for the period of May to October 2017: May June July Aug Sept Oct --- ---- ---- --- ---- --- Income $5,700 $5,700 $5,700 $5,700 $6,800 $6,800 Expenses $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 ------ ------ ------ ------ ------ ------ Net Income $721 $721 $721 $721 $1,821 $1,821 Copies of the Motion and Budget are available at: http://bankrupt.com/misc/ganb17-57810-12.pdf http://bankrupt.com/misc/ganb17-57810-12-1.pdf The American Dream Today, Inc., is a non-profit corporation that provides transitional housing and treatment series for homeless men and to facilitate responsible re-entry into society. American Dream Today filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-bk-57810) on May 1, 2017. Edward F. Danowitz, Esq., at Danowitz Legal, P.C., serves as the Debtor's bankruptcy counsel. APP HOLDINGS: Moody's Assigns B3 CFR & Rates $325MM Term Loan Caa1 ------------------------------------------------------------------ Moody's Investors Service has assigned first-time ratings to APP Holdings LP (Plasman), consisting of a B3 corporate family rating (CFR), a B3-PD probability of default rating (PDR), and a Caa1 second lien secured rating to its proposed $325 million term loan B (TLB) issue. The ratings outlook is stable. Plasman's proposed financing is comprised of a C$50 million secured ABL revolving facility and the TLB, which will be used to fund repayment of Plasman's existing debt and fund a US$72 million dividend to shareholders. The following summarizes rating action and Plasman's ratings: Issuer: APP Holdings LP Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD US$325 Million Senior Second Lien Secured Term Loan B, Assigned Caa1 (LGD4) Outlook, Assigned Stable RATINGS RATIONALE Plasman's B3 CFR reflects the company's small scale, narrow focus on automotive exterior plastic trim, pro-forma negative shareholder's equity as a result of ongoing dividends paid to its private equity owner, a level of customer concentration, operating within a cyclical industry, with some offset provided by long-standing customer relationships and good revenue visibility. Much of Plasman's growth has resulted from three acquisitions completed between 2014 and 2016, highlighting the event risk of ongoing acquisitions against Moody's expectation of flat automotive demand. Adjusted leverage for Plasman will be approximately 5x at the end of 2017 following the refinancing and special dividend, which might be close to valuation multiples of some portions of the sector. Plasman has adequate liquidity. The company had a small cash balance of approximately C$10 million at March 31, 2017 and the company will have a C$50 million ABL revolver committed to 2022 which is expected to be largely undrawn. Free cash flow will be positive in 2017, excluding the US$71 million dividend to be distributed to shareholders and funded as part of the refinancing. The senior secured term loan will contain a total leverage ratio that Moody's expects will have adequate covenant cushions. Substantially all of Plasman's assets are pledged as collateral which limits flexibility to raise additional funds should the need arise. Plasman's US$325 million senior secured TLB is rated Caa1, one notch below the B3 CFR, due to its subordinated position to the company's C$50 million ABL and SEK200 million revolving credit facilities. Since approximately 70% of the capital structured is secured debt, the TLB has only a small pool of unsecured debt obligations, such as lease rejection claims and remainder payables, ranking behind it, which weakens relative recovery prospects. The stable rating outlook reflects Moody's expectation that Plasman's high percentage of contracted revenue will allow the company to generate free cash flow following its refinancing and leverage will trend below 5x past 2017. The ratings could be upgraded to B2 if Plasman is able to demonstrate a less aggressive financial policy, specifically establishing a track record of not leveraging itself to pay dividends, while sustaining EBITA/interest above 2x and adjusted debt/EBITDA below 5x. The ratings could be downgraded to Caa1 if there is a deterioration in liquidity, likely due to negative free cash flow generation on a consistent basis, or if Moody's were to expect deterioration in operating performance arising from volume declines or margin contraction such that adjusted Debt/EBITDA is moves towards 7x (4.7x at Q1/17). APP Holdings LP ("Plasman") is a full-service supplier of exterior plastic trim, fascia and precision components and systems to global automotive manufacturers. The Company is headquartered in Windsor, Ontario and has been owned by Insight Equity since 2011. Plasman's subsidiaries manufacture plastic exterior trim, chrome finishing of plastic trim, and painted exteriors for the North American and European automotive industry, along with the molds and tools used for the production of components. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. APP HOLDINGS: S&P Assigns 'B' CCR & Rates New $325MM Term Loan 'B' ------------------------------------------------------------------ S&P Global Ratings said it assigned its 'B' long-term corporate credit rating to Windsor, Ont.-based automotive supplier APP Holdings L.P. The outlook is stable. At the same time, S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to the company's and co-borrower A.P. Plasman Inc.'s proposed US$325 million senior secured term loan B due Dec. 31, 2022. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate 65%) recovery in the event of default. "Our ratings primarily reflect the company's small scale and modest operating breadth relative to global automotive part suppliers, which more than offsets what we consider favorable demand trends in APP's key end markets," said S&P Global Ratings credit analyst Alessio Di Francesco. "The ratings also incorporate the company's private equity ownership, which we believe will keep leverage at relatively high levels," Mr. Di Francesco added. APP is a supplier of exterior trim, fascia, and precision components and systems to the automotive industry. The company has several facilities in North America and Europe, with a customer base composed of leading global automotive original equipment manufacturers (OEMs) and Tier 1 suppliers. S&P views APP as a small player in the global automotive supply market. S&P expects the company will generate less than C$1 billion of revenue in 2017, with less than 10% of the North American and European exterior plastic trim markets. S&P also believes the company has a narrow scope with operations concentrated in the exterior trim market. S&P considers this market highly fragmented, with limited technical differentiators relative to more specialized product segments such as turbochargers, advanced powertrains, or active safety components. In S&P's opinion, these characteristics provide negligible pricing power over the company's considerably larger OEM and Tier 1 customers. In addition, S&P believes APP has high customer concentration. More than half of the company's sales are generated from three customers and the loss of a key customer on future orders could have a significant impact on business. Furthermore, S&P believes APP faces some execution risk in the next couple of years as it integrates its European business (the company acquired Plastal Industri AB in May 2016, which S&P expects will account for about one-third of consolidated revenues in 2017), the start-up of new capacity in Mexico, and the launch of several new platforms in North America. The stable outlook reflects S&P's expectation that adjusted debt-to-EBITDA will be 4.5x-5.0x and adjusted FFO-to-debt will be 12%-14% over the next 12 months. This incorporates S&P's view that the company's pro forma adjusted EBITDA will be relatively flat in 2017 and increase into 2018 and that the company will not issue any additional debt. S&P could lower the ratings on APP over the next 12 months if S&P expects the company to continue to generate free cash flow deficits beyond this year, or if its adjusted debt-to-EBITDA approaches 6x. In this scenario, S&P would expect unanticipated disruptions from program launches, weaker-than-expected economic conditions that stifle light vehicle demand, or a large debt-funded acquisition or distribution. Consideration for an upgrade would require APP to commit to sustaining adjusted debt-to-EBITDA of about 4x with low risk, and that leverage will increase above 5x. S&P believes this is unlikely within the next 12 months and incorporates its view that the company's private equity ownership creates some uncertainty in APP's long-term leverage profile based on S&P's view of the company's short-term investment horizon and use of debt to maximize returns. AQUA LIFE CORP: Hires Azan as Accountant and Bookkeeper ------------------------------------------------------- Aqua Life Corp., d/b/a Pinch-A-Penny #43, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Reinaldo L. Azan, CPA, as accountant and bookkeeper to the Debtor. Aqua Life Corp. requires Azan to assist the Debtor with bookkeeping, preparing tax returns, reviewing the Debtor's books and records, and providing financial advice. Azan's compensation shall not exceed $450 per month. Azan will also be reimbursed for reasonable out-of-pocket expenses incurred. Reinaldo L. Azan, sole owner of Reinaldo L. Azan, CPA, 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. Azan can be reached at: Reinaldo L. Azan REINALDO L. AZAN, CPA 1005 S.W. 87th Avenue Miami, FL 33174 Tel: (305) 445-8400 About Aqua Life Corp. Aqua Life Corp., which conducts business under the name of Pinch-A-Penny #43, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-15918) on May 10, 2017. The petition was signed by Raymond E. Ibarra, vice-president. At the time of filing, the Debtor had $1.07 million in assets and $2.49 million in liabilities. The case is assigned to Judge Robert A Mark. No trustee, examiner or statutory committee has been appointed in the Debtor's case. AQUION ENERGY: Proposes Bluesky-Led Auction for Battery Tech Assets ------------------------------------------------------------------- Aquion Energy, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to authorize the asset purchase agreement and bid procedures in connection with the sale of its manufacturing operations, and substantially all of their other business assets and property associated with its battery technology to stalking horse purchaser Bluesky Energy US, Inc., for $2,800,000, in addition to the assumption of certain liabilities and subject to certain adjustments, subject to overbid. In May 2014, the Debtor entered into a secured loan agreement with Trinity Capital Fund II, L.P. as lender or any successor or assignee thereof in such capacity to provide term loans totaling up to $20 million. The obligations that Master Loan and Security Agreement, dated as of May 1, 2014, as amended, supplemented or otherwise modified from time to time prior to the date of the Motion ("Trinity Loan Agreement"), mature on the last day of the 42nd month following the date of the initial term note. All of the obligations owing to Trinity under the Trinity Loan Agreement are asserted to be secured by liens ("Prepetition Liens") on substantially all of the Debtor's assets ("Prepetition Collateral"), including Cash Collateral. The Prepetition Liens are subject to certain "Permitted Liens," which include, among other items: (i) purchase money security interests or liens in connection with operating or capital leases for equipment and loans for equipment not exceeding $12,000,000 in principal amount outstanding at any time; (ii) liens on accounts receivables or inventory securing working capital debt facilities not to exceed $5,000,000 in principal amount outstanding at any time; and (iii) liens securing certain permitted scheduled debt. As of the Petition Date, the Debtor's obligations under the Trinity Loan Agreement totaled no more than $4,409,538 in principal obligations, plus an "End of Term Payment" in the amount of $750,000 or 5% of the original balance of term notes (total advances were originally $15 million). Pursuant to the Interim Cash Collateral Order entered by the Court on March 10, 2017, Trinity is provided the Replacement Lien and, solely to the extent of any diminution in value of its collateral, an additional and replacement security interest in and lien on all property and assets of the Debtor's estate. Certain creditors have also asserted liens on certain of the Debtor's equipment. In October 2016, the Debtor engaged Citi Global Markets, Inc., as investment bankers to undertake a marketing process for the Debtor, its assets or to raise additional capital. During Citi's engagement, the Debtor attracted several interested parties, but Citi was unsuccessful in attracting a buyer or obtaining a capital raise. The Debtor's management, however, continued its marketing efforts through and subsequent to the Petition Date. In April 2017, the Stalking Horse Purchaser submitted a letter of intent to buy the Debtor's business. Shortly thereafter, the Debtor negotiated and, at arm's length, entered into the Purchase Agreement with the Stalking Horse Purchaser, pursuant to which it will acquire the Assets on the terms and conditions specified in the Purchase Agreement. In connection with the Purchase Agreement, the Stalking Horse Purchaser has submitted a deposit in the amount of $280,000, which deposit will be nonrefundable upon termination of the Purchase Agreement by reason of the Stalking Horse Purchaser's default of its material obligations under the Purchase Agreement and, conversely, refundable as provided for in the Purchase Agreement. The sale transaction pursuant to the Purchase Agreement is subject to competitive bidding as set forth and in the Bid Procedures, and the Bid Procedures Order. Pursuant to the terms of the Purchase Agreement, the Stalking Horse Purchaser has agreed to purchase the Assets for $2,800,000, in addition to the assumption of certain liabilities set forth in the Purchase Agreement and subject to certain adjustments. The Stalking Horse Purchaser entered into the Purchase Agreement in contemplation of the Court's approval of a Breakup Fee in the amount of $126,000 to compensate the Stalking Horse Purchaser for its time and effort in examining the Debtor's business, conducting due diligence, and the loss of opportunity that such time and effort has caused should another bidder be the Successful Bidder rather than the Stalking Horse Purchaser. The Debtor, in the exercise of its business judgment and in return for the value provided by the Stalking Horse Purchaser's offer, believes that the Breakup Fee is a necessary inducement for the stalking horse bid, and thus, necessary to establish a "floor" for the sale of the Assets and ultimately encourage competitive bidding and promote the realization of the highest value for the Assets. The salient terms of the Bid Procedures are: a. Purchased Assets: The Debtor is offering for sale the Assets, which generally consist of the manufacturing operations, substantially all of the Debtor's other business assets and property associated with its battery technology. b. Bid Deadline: June 16, 2017 by noon (PET) c. The Stalking Horse Purchaser is a Qualified Bidder. d. Good Faith Deposit: Not less than 10% of the Bidder's offer e. Minimum Bid: Not less than $3,026,000 f. Initial Overbid: $100,000 g. Breakup Fee: $126,000 h. Auction: The Auction commences at 10:00 a.m. (PET) on June 20, 2017 at the offices of Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware. i. Bid Increments: $50,000 j. The sale of the Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature; and free and clear of any liens, claims, and encumbrances. k. Sale Hearing: The Debtor has requested that the Sale Hearing occurs on June 21, 2017 at 2:00 (PET). l. Sale Objection Deadline: June 16, 2017, by 4:00 p.m. (PET) m. Closing: The closing will take place in accordance with terms of the Purchase Agreement or the asset purchase agreement of the Successful Bidder, approved by the Court at the Sale Hearing. A copy of the Purchase Agreement and Bid Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Aquion_Energy_168_Sales.pdf The Debtor believes that the Bid Procedures will encourage bidding for the Assets and are consistent with the relevant standards governing auction proceedings and bidding incentives in bankruptcy proceedings. Accordingly, the proposed Bid Procedures are reasonable, appropriate, and within the Debtor's sound business judgment. The Debtor asks the Court to approve the assumption and assignment of the Assumed Executory Contracts to be identified on schedules to the Purchase Agreement, or alternatively, identified pursuant the Successful Bidder's asset purchase agreement. Only those Assumed Executory Contracts assumed as of the closing of the Sale will be required to be cured. Objections, if any, to the assumption and assignment of an Assumed Executory Contracts must be filed no later than 4:00 p.m. (PET) on June 16, 2017. The Debtor has determined that the Sale of the Assets by public auction will enable them to obtain the highest and best offer for these Assets and is in the best interests of the Debtor's creditors. In particular, the Purchase Agreement is the result of comprehensive arm's-length negotiations for the Sale of the Assets and the Sale pursuant to the terms of the Purchase Agreement, subject to higher or otherwise better offers at the Auction, will provide a greater recovery for the Debtor's creditors than would be provided by any other existing alternative. Accordingly, the Debtor asks the Court to approve the relief sought. The Debtor further asks the Court to waive the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d); or, in the alternative, if an objection to the Sale is filed, reduces the stay period to the minimum amount of time needed by the objecting party to file its appeal. The Purchaser can be reached at: BLUESKY ENERGY US, INC. c/o BlueSky Energy Entwicklungs- und Produktions GmbH Fornacher Strabe 23 4870 Vocklamarkt, Austria Attn: Thomas Krausse Facsimile: +43 720-010188-50 E-mail: T.Krausse@bluesky-energy.eu The Purchaser is represented by: BARNES & THORNBURG LLP One North Wacker Drive, Suite 4400 Chicago, IL 60606-2833 Facsimile: (312) 759-5646 E-mail: kevin.driscoll@btlaw.com About Aquion Energy Pittsburgh, Pa.-based Aquion Energy Inc. manufactures saltwater Batteries with a proprietary, environmentally-friendly electrochemical design. Aquion was founded in 2008 and had its first commercial product launch in 2014. Designed for stationary energy storage in pristine environments, island locations, homes, and businesses, its batteries have been Cradle to Cradle Certified, an environmental sustainability certification that has never previously been given to a battery producer. Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the petition. The Debtor estimated $10 million to $50 million in assets and liabilities. Judge Kevin J. Carey presides over the case. The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. The Debtor also engaged Kurtzman Carson Consultants, LLC, as claims and noticing agent. The official committee of unsecured creditors formed in the case has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison Harvey Branzburg LLP as Delaware co-counsel. ARCONIC INC: Interim CEO to Receive $91,667 Monthly Salary ---------------------------------------------------------- Arconic Inc. and David P. Hess entered into a letter agreement governing the terms of the compensation arrangement for Mr. Hess in his role as interim chief executive officer of the Company. As disclosed in a regulatory filing with the Securities and Exchange Commission, the terms of Mr. Hess's compensation arrangement include a monthly salary of $91,667, participation in the Company's benefit plans (other than the Executive Severance Plan and Change in Control Severance Plan) on the terms applicable to senior executives generally, and reimbursement of business-related expenses and reasonable living expenses incurred by Mr. Hess while performing services in New York, New York. Mr. Hess will also receive an income tax make-whole payment to the extent that such reimbursements are taxable income to him. In addition, the Company and Mr. Hess entered into a confidentiality, non-competition and non-solicitation agreement that includes non-competition and employee and customer non-solicitation covenants which apply during Mr. Hess's employment as interim chief executive officer and for one year following his termination of employment (subject to certain exceptions, in the case of the non-competition covenant). About Arconic Inc. New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc., is engaged in lightweight metals engineering and manufacturing. Arconic's products, which include aluminum, titanium, and nickel, are used worldwide in aerospace, automotive, commercial transportation, packaging, building and construction, oil and gas, defense, consumer electronics, and industrial applications. Arconic reported a net loss of $941 million for the year ended Dec. 31, 2016, following a net loss of $322 million in 2015. As of March 31, 2017, Arconic had $20.15 billion in total assets, $14.66 billion in total liabilities, and $5.49 billion in total equity. ARCONIC INC: Reaches Resolution with Elliott to End Proxy Contest ----------------------------------------------------------------- Arconic has entered into an agreement with affiliates of Elliott Management Corporation, which have combined beneficial and economic ownership of approximately 13.2% of the Company's outstanding common stock, to resolve the pending proxy contest in connection with the Company's May 25, 2017, annual meeting of shareholders. Under the terms of the agreement, Elliott will nominate Christopher L. Ayers, Elmer L. Doty and Patrice E. Merrin for election as directors at the upcoming annual meeting, and the Company will nominate David P. Hess and Ulrich R. Schmidt for election as directors. Elliott and the Company have agreed to withdraw their respective nominations of any other director candidates for election at the annual meeting. The Company's Board of Directors issued the following statement about the agreement: "We are pleased to have reached a constructive agreement with Elliott, our largest shareholder, and look forward to working collaboratively with Elliott to enable Arconic to realize the full potential of its great businesses. We are proud of what Arconic has accomplished to date. In the weeks and months ahead, we will recruit a new world-class CEO and select a new permanent Board Chair. We expect the new CEO to work with the Board to review Arconic's strategy and its operations with the goal of optimizing the Company's strategic plan and associated performance targets." One of Elliott's director nominees will be added to the CEO search committee and Elliott will have the opportunity to engage collaboratively with the CEO search committee and meet with candidates as the Board manages the search and selection process. The mandate of the CEO search committee is to identify a world-class leader for Arconic. It will consider a number of candidates, including Larry Lawson. Dave Miller, senior portfolio manager of Elliott, said, "Elliott greatly appreciates the support received from other Arconic shareholders throughout this contest, and we would like to express our profound gratitude to those shareholders. We commend and thank the Arconic Board for demonstrating its responsiveness to the Company's shareholders through this agreement. We believe the governance improvements and substantial infusion of new perspectives and talent into the Board announced today -- with highly qualified directors being drawn from both the Elliott and Company cards -- will successfully position Arconic to realize its immense potential. We look forward to working collaboratively with the CEO search committee and the Board to ensure that Arconic has the right leadership at this critical juncture of its evolution." The agreement between the Company and Elliott will be filed with the U.S. Securities and Exchange Commission. In addition, the Company announced that L. Rafael Reif, an Arconic director since 2015, has resigned as a Board member and that the Board has appointed James "Jim" F. Albaugh, who was a candidate previously nominated by Arconic for election at the annual meeting, to fill the resulting vacancy on the Board, with such resignation and appointment to be effective immediately following the 2017 annual meeting. The Board remarked, "Rafael has been a valued colleague and member of this Board, helping to lead our oversight of the transformational separation that created today's Arconic. On behalf of the shareholders and the entire Board, we sincerely thank him for all his efforts and energy." The Company also announced that it will be working to reincorporate in Delaware by the end of this year, and the certificate of incorporation and bylaws of the resulting Delaware corporation will provide for an annually elected Board and contain no provisions requiring a supermajority shareholder vote. About Arconic Inc. New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc., is engaged in lightweight metals engineering and manufacturing. Arconic's products, which include aluminum, titanium, and nickel, are used worldwide in aerospace, automotive, commercial transportation, packaging, building and construction, oil and gas, defense, consumer electronics, and industrial applications. Arconic reported a net loss of $941 million for the year ended Dec. 31, 2016, following a net loss of $322 million for the year ended Dec. 31, 2015. As of March 31, 2017, Arconic had $20.15 billion in total assets, $14.66 billion in total liabilities and $5.49 billion in total equity. ARTEL LLC: Moody's Assigns Caa2-PD/LD Prob. of Default Rating ------------------------------------------------------------- Moody's Investors Service has assigned a limited default (LD) indicator to the Probability of Default rating of Artel, LLC, to Caa2-PD/LD from Caa2-PD. In April, Artel refinanced its bank loan facility that was due later this year. In conjunction with a new bank facility, holders of Artel's other debt, the $10 million pay-in-kind subordinated notes due 2018 (around $15 million accreted value at December 2016), agreed to extend maturity to 2022. The notes became an obligation of, parent, Artel Holdings, LLC. In Moody's view the note maturity extension represented a distressed exchange because loss and default avoidance were present as part of the extension. Since the company no longer has any rated debt, all its ratings will be withdrawn. For further information, please refer to Moody's withdrawal policy on www.moodys.com. Artel, LLC designs and delivers managed network services involving land-based and commercial satellite capacity to US government customers. The company is majority-owned by the financial sponsors TPG Growth, LLC and Torch Hill Investment Partners LLC. For 2016 revenues of, Artel Holdings, LLC, were $124 million. The principal methodology used in these ratings/analysis was Global Aerospace and Defense Industry published in April 2014. ARTESYN EMBEDDED: Moody's Lowers CFR to B2; Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Artesyn Embedded Technologies, Inc., including the Corporate Family Rating (CFR) to B2 from B1 and the Probability of Default Rating to B2-PD from B1-PD. Concurrently, Moody's downgraded the rating on the company's senior secured notes due 2020 to B3 from B2. The ratings outlook is stable. Moody's downgraded the following ratings of Artesyn Embedded Technologies, Inc.: Corporate Family Rating, to B2 from B1 Probability of Default Rating, to B2-PD from B1-PD Senior secured notes due 2020, to B3 (LGD-5) from B2 (LGD-5) Outlook: Stable RATINGS RATIONALE The ratings downgrade is due to Moody's expectation that operating performance and leverage metrics will continue to be more in line with the B2 CFR rating level over the intermediate term. The company has experienced top line revenue pressure with revenues declining to $1.1 billion from $1.2 billion over the last two years. The more recent revenue pressure is emanating from lower end-market demand in certain of the company's product segments stemming from softness in its telecom and computing related business. This decline more than offset growth in the consumer product-related business during the most recent earnings period. Margins have also been affected by negative product mix in the consumer business. Although earnings are expected to improve in the second half of the year into 2018, financial leverage is anticipated to remain above 3.5 times with free cash flow generation not expected to be sufficient to reduce financial leverage meaningfully. For the last twelve month period ended March 31, 2017, debt/EBITDA (including Moody's standard adjustments) totaled 3.8x. Artesyn's B2 CFR considers its technical capabilities, well-established relationships with major telecom and technology firms, global presence and a competitive cost structure. These strengths are counterbalanced by the variability in the company's earnings from period to period due to its exposure to the highly cyclical and short-cycle consumer electronics, computing and telecom businesses. Margins are also thin reflecting the competitive nature of the industry combined with a leveraged capital structure. However, the benefits of restructuring actions are expected to be reflected in moderate margin improvement. These considerations are tempered by Artesyn's small size relative to many of its large multinational customers who exercise considerable economic heft in negotiating terms, which leaves the company vulnerable to pricing pressure constraining margin growth. The company's high degree of customer concentration (largest customer estimated to comprise over a quarter of sales) also acts as a rating constraint. Artesyn's liquidity profile is expected to remain adequate over the next twelve to eighteen months, characterized by expected breakeven to moderately positive free cash flow generation, cash balances exceeding $20 million and no near-term principal obligations. External liquidity is provided by availability under a $115 million asset-based revolver that expires in November 2018. The facility contains a springing minimum fixed charge coverage ratio that is not expected to be triggered due to usage under the facility expected to fall under the covenant trigger threshold. In addition, the company has unencumbered assets abroad that serve as an alternate source of liquidity. The stable ratings outlook is based on the expectation that the company will experience modest revenue growth over the next twelve months with sustained profitability, albeit at relatively low margins, free cash flow on an annual basis resuming to positive and continued availability under the company's asset backed revolving credit facility. Ratings could be lowered if the company experiences meaningful deterioration in its margins or continued annual negative free cash flow, or if debt/EBITDA rises above 5.0 times. In addition, EBITA/interest falling to below 1.25 times and sustained at that level could produce downward pressure. Conversely, revenue growth through the acquisition of new customers and/or awards, accompanied by a good liquidity profile, such that debt/EBITDA improves to less than 3.0 times and EBITA/interest greater than 3.0 times could lead to upward ratings momentum. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Artesyn Embedded Technologies, Inc. ("Artesyn") designs and manufactures power conversion, embedded computing components, and electronic consumer solutions and technologies. A 51% interest was acquired by affiliates of Platinum Equity Advisors, LLC (Platinum) in late 2013 from Emerson Electric Company (Emerson), who retained the balance of 49%. Artesyn's primary products include application specific, customized power conversion products, chargers for consumer applications and microprocessor based boards and systems. These products are used across a diverse array of end-markets including telecom, computing & storage, industrial, medical, military, aerospace and consumer. Sales for the twelve months ended March 31, 2017 approximated $1.0 billion. AVAYA INC: Granted 60-Day Plan Exclusivity Extension ---------------------------------------------------- At the hearing on May 25, 2017, Judge Stuart M. Bernstein entered an order extending Avaya Inc. and its debtor-affiliates' exclusive period to file a Chapter 11 plan through July 18, 2017, and their exclusive period to solicit acceptances on the plan to Sept. 16. The Debtors asked for a Sept. 16 extension of their plan filing exclusivity and a Nov. 15 extension of their solicitation period. The Official Committee of Unsecured Creditors, which does not support the Plan currently proposed by the Debtors, said that a 120-day extension wasn't warranted. The Committee, however, said it does not oppose a limited extension of the Exclusivity Periods to provide the Debtors with an opportunity to try to garner support from the Committee and other constituents. The Ad Hoc First Lien Group in a May 16 filing objected to the Exclusivity Motion, citing the Debtors' complete failure to engage in substantive plan negotiations with any of their primary stakeholders before filing a proposed plan on April 13 or since. The Ad Hoc group said that a much shorter extension of 30 days is all that is warranted at this time. After conferring with the Committee and other parties in interest, the Debtors agreed to reduce the requested extension to 60 days. Viable Plan The Ad Hoc First Lien Group said on May 16, 2017, that the Debtors refused to engage in any substantive negotiations with their primary creditor constituencies before filing the Chapter 11 Plan, notwithstanding repeated requests by the Ad Hoc First Lien Group. The Ad Hoc First Lien Group's counsel, Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, said, "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 such 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. Yet, as noted by the Debtors in the Disclosure Statement, a chapter 11 plan cannot be confirmed over the objection of a secured creditor unless that plan is "fair and equitable" as required by 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 such class." Mr. Dizengoff continued, "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. Rather than using their 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 ("PBGC") 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 releases that are inconsistent with applicable law." Members of the Ad Hoc First Lien Group include Anchorage Capital Group, L.L.C., Apollo Management, LP, Benefit Street Partners LLC, GSO Capital Partners LP., J.P. Morgan Investment Management Inc., and Midtown Acquisitions L.P., and OFI Global Asset Management, Inc. The Ad Hoc First Lien Group are comprised of holders certain indebtedness of Avaya Inc., namely, (i) 62.69% of the $1.009 billion of the total amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (ii) 58.86% of the $290 million total amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iii) 5.21% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"), and (iv) 51.3% of the $3.235 billion outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"), (v) 31.28% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of January 24, 2017. Counsel to the Ad Hoc First Lien Group: 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 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. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of January 24, 2017. AVAYA INC: Networking Biz Sold to Extreme Networks, Auction Nixed ----------------------------------------------------------------- Avaya Inc. on Thursday obtained approval from Judge Stuart Bernstein in Manhattan to sell its networking business to Extreme Networks Inc. for about $100 million, Jim Christie at Reuters reports, citing a company spokesman. The Court approved the sale after resolving objections to the deal, company spokesman Richard Fly said, according to the report. He added that Judge Bernstein is expected to sign the sale order soon and Avaya will move quickly to wrap up the transaction, the report added. Avaya canceled a planned auction for the networking business. Extreme Networks signed a deal to purchase the networking business for $100 million, subject to higher and better offers. The Extreme Networks deal consists of: -- at least approximately $68 million in cash at closing, subject to transaction costs and adjustments, including, but not limited to, for working capital and deferred revenue, as set forth in the Stalking Horse Asset Purchase Agreement; -- up to approximately $22 million in assumption by the Purchaser of future obligations of non-Debtor entities under dark leases (with any reduction in the amount to be offset by an increase in cash); and -- release of up to $10 million in cash from an indemnity escrow account one year after closing. The court-approved bidding procedures set a May 18, 2017, deadline for qualified bids and an auction, if necessary, for May 23. John Bosacco, Partner in the Restructuring and Recapitalization group at Centerview Partners, an investment banking advisory firm and financial advisor and investment banker for Avaya Inc., said in a court filing that after contacting 64 potential buyers, they received two Preliminary Bids, including a joint Preliminary Bid between a strategic buyer and a financial sponsor, and a separate Preliminary Bid from a strategic buyer (the "Strategic Preliminary Bid"). The Joint Preliminary Bid was received by Centerview on April 3, 2017, and indicated a potential purchase price of $105 million, less the assumption of any non-debtor dark leases, to be financed with a combination of debt and equity. Following a period of due diligence, including access to the same virtual data room provided to the Stalking Horse Bidder, the financial sponsor determined it was not interested in submitting a Qualified Bid. The strategic buyer was unable to find a different financial sponsor to back a Qualified Bid, and therefore did not submit a Qualified Bid. The Strategic Preliminary Bid was received by Centerview on May 11, 2017, and indicated a potential purchase price of $104.75 million, including the assumption of specified lease obligation liabilities. The Preliminary Bid indicated the strategic buyer had sufficient cash to support a transaction at a potential purchase price of $104.75 million or higher. After a brief period of due diligence, including access to the same virtual data room provided to the Stalking Horse Bidder, the strategic buyer indicated it was not interested in submitting a Qualified Bid. Because no Qualified Bids were received by the May 18 deadline, the Debtors determined, in their business judgment, that no auction was necessary. Contract Parties In light of the objections to certain contract counterparties, the Debtors added certain paragraphs to the proposed order submitted to the bankruptcy court to provide that: * Nothing [in the Order] waives, impairs, alters, or otherwise affects any claims or causes of actions of Westcon Group, Inc., its subsidiaries and affiliates, including without limitation Voda One Corp. (collectively "Westcon") arising under the Transferred Contracts by and among the Debtors and Westcon (the "Westcon Transferred Contracts"); provided, however, that Westcon shall not assert any claims or causes of action against the Successful Bidder that arose under any of the Westcon Transferred Contracts prior to the Closing. The Debtors shall, as mutually agreed to in writing among the Debtors and Westcon prior to Closing, (a) pay Westcon its Cure Payments arising from pre-Closing transactions under any of the Westcon Transferred Contracts in cash at or before Closing, (b) provide that any such Cure Payments that are in the form of credit memoranda issued by the Debtors (collectively, the "Credit Memos", and each a "Credit Memo") that arise from pre-Closing transactions under the Westcon Transferred Contracts be applied by Westcon, in the ordinary course of business against the Retained Mixed-Use Contracts with the Debtors, irrespective of whether such Credit Memo is attributable to the Business, or (c) allocate the Cure Payments among a combination of (a) and (b). Any Credit Memo that arises from a transaction occurring post-Closing, either on account of Westcon's Transferred Mixed-Use Contracts or its Retained Mixed-Use Contracts, shall be issued and owed by the Successful Bidder or the Debtors, as applicable. With respect to any Westcon Transferred Contracts between Westcon and any of the Debtors' non-debtor affiliates, the treatment of pre-Closing Credit Memos shall be agreed to in the same manner set forth in (a), (b) and (c) of this Paragraph. To the extent that any dispute arises regarding the application and/or payment of any pre-Closing Credit Memos owed to Westcon, the parties shall submit that dispute for resolution to this Court. -- The Debtors are not assuming and assigning to Successful Bidder any licenses or any other agreements between Avaya Inc. and SNMP Research International, Inc. or SNMP Research, Inc. (together, "SNMP Research"), including, but not limited to, the SNMP Research International License Agreement dated May 5, 2016 (the "SNMP Research License Agreement"). The Debtors also shall not transfer or otherwise disclose any Source (as defined in the SNMP Research License Agreement) obtained, directly or indirectly, from SNMP Research, in whole or in part, in any way or medium, to Successful Bidder. Notwithstanding anything in this Order, the Debtors shall abide by all obligations of the SNMP Research License Agreement, including the Confidentiality and Non-Disclosure provisions of Paragraph 10 of the SNMP Research License Agreement. -- No provision of this Order, the APA or the Transition Services Agreement shall authorize the Debtors to use software licensed under any agreement with SAP America, Inc., SuccessFactors, Inc., Business Objects Software Limited, and Ariba, Inc. (collectively, the "SAP Entities") to provide transition services to the Successful Bidder; provided, however, that the provisions of this paragraph shall not prohibit the Debtors from providing transition services to the Successful Bidder if and to the extent that such transition services are authorized under the applicable agreements with the SAP Entities in accordance with their terms, and provided further that the Debtors remain current on all post-petition fees owed to the SAP Entities under the applicable agreements under which any transition services are provided. -- Notwithstanding any other provision of this Order, the Asset Purchase Agreement or Transition Services Agreement, no agreement between Oracle Credit Corporation and its affiliate, Oracle America, Inc., successor in interest to Siebel Systems and Sun Microsystems, Inc. ("Oracle") and the Debtors will be assumed, assigned, or transferred, and no shared use by any third party will be authorized, absent further Court order or Oracle's prior written consent. All parties reserve all rights with respect to Oracle's invocation of consent rights. -- Any assignment of any executory contract listed on Exhibit 1 to the Notice of Filing of Second Revised Exhibit 1 to the Form of the Contract Assumption Notice for the Sale of the Debtors' Networking Business [Docket No. ___] to which Delta Networks Inc. or any of its affiliates (collectively, "DNI") is a party (collectively, the "DNI Contracts") will be on terms as may be amended by mutual agreement of DNI and the Debtors following the entry of this Order. Notwithstanding anything to the contrary herein, nothing in this Order shall limit or affect DNI's right to object to the assumption and assignment of any DNI Contract prior to Closing. -- Notwithstanding the foregoing or anything to the contrary in this Order or the APA, the lease agreement relating to the property known as Building 3 Maidenhead Office Park, Maidenhead, Berkshire UK dated 20 April 2005 and made between (1) AXA Sun Life Plc (2) Nortel Networks UK Limited and (3) Maidenhead Office Park Management Company Limited and including any document which is supplemental or collateral to it (whether or not expressly stated to be so) including, without limitation, the lease agreement dated 22 June 1998 and made between (1) AXA Equity & Law Life Assurance Society PLC (2) Nortel Properties Limited and (3) Nortel PLC, identified as an "Assumed Lease" in section 1.03(a)(vii) of the disclosure schedules to the APA, cannot be and is not assumed and assigned to the Successful Bidder free and clear of any liens, claims, interests and encumbrances (including any claim or liability arising out of any breach, misfeasance or under any other theory related to the conduct of Avaya or of its subsidiaries prior to the Closing), pursuant to sections 105(a) and 365 of the Bankruptcy Code or this Order, because such lease agreement is property of Avaya UK, a non-Debtor subsidiary of Avaya Inc. 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 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. Prime Clerk LLC is the claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of January 24, 2017. AVAYA INC: Plan Disclosures Hearing Adjourned One Month ------------------------------------------------------- While Avaya Inc., has previously stressed the importance of a speedy exit from bankruptcy to minimize disruption to their business, Avaya announced that the May 25, 2017 hearing on the disclosure statement explaining its bankruptcy-exit plans has been adjourned to June 29 at 10:00 a.m. ET. Objections to the disclosure statement are now due June 22 at 4:00 p.m. "Avaya and our major stakeholders have jointly determined that a one-month adjournment of the disclosure statement hearing is in the best interest of all stakeholders as we continue working toward a consensual conclusion of the restructuring process. At the request of our major creditor groups, we have adjourned the hearing in order to continue productive discussions around the terms of Avaya's ultimate restructuring. We remain committed to completing the restructuring process as quickly as possible. We continue to anticipate emerging from chapter 11 as early as the summer of 2017," Avaya said in a statement, according to NoJitter.com. About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors 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. Prime Clerk LLC is the claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of January 24, 2017. B&B BACHRACH: Taps Greenberg Glusker as Legal Counsel ----------------------------------------------------- B&B Bachrach LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Greenberg Glusker Fields Claman & Machtinger LLP to, among other things, give advice regarding matters of bankruptcy law, assist in any potential sale of its assets, and assist in implementing a bankruptcy plan. The hourly rates charged by the firm range from $315 to $950 for attorneys and from $110 to $375 for paralegals. The Greenberg personnel expected to represent the Debtor are: Brian Davidoff Partner $690 Olivia Goodkin Partner $595 Jeffrey Krieger Partner $590 Keith Patrick Banner Associate $375 The firm received $150,000 from the Debtor for its reorganization-related services within the one-year period preceding the petition filing date. Brian Davidoff, Esq., disclosed in a court filing that his firm has no connection with the Debtor or any of its creditors. The firm can be reached through: Brian L. Davidoff, Esq. Jeffrey A. Krieger, Esq. Keith Patrick Banner, Esq. Greenberg Glusker Fields Claman & Machtinger LLP 1900 Avenue of the Stars, 21st Floor Los Angeles, CA 90067-4590 Tel: 310-553-3610 Fax: 310-553-0687 Email: BDavidoff@GreenbergGlusker.com Email: JKrieger@GreenbergGlusker.com Email: KBanner@GreenbergGlusker.com About B&B Bachrach LLC Founded in 1877, the Bachrach -- http://www.bachrach.com/-- 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. 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 while Robert Greenspan of Greenspan Consult, Inc., serves as its financial advisor. On May 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. BARONG LLC: Hires Kutner Brinen as Counsel ------------------------------------------ Barong LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen, P.C., as counsel to the Debtor. Barong LLC requires Kutner Brinen to: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until a final decree therein the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of line foreclosure proceedings and all matters as may be provided under 11 U.S.C. Section 362; and e. perform all other legal services for the Debtor that may be necessary. Kutner Brinen will be paid at these hourly rates: Lee M. Kutner $500 Jeffrey S. Brinen $430 Jenny M. Fujii $340 Keri L. Riley $280 Law Clerk $175 Paralegal $75 Kutner Brinen holds a pre-petition retainer for payment of post-petition fees and costs in the amount of $5,001. Kutner Brinen was also paid pre-petition fees by the Debtor in the amount of $1,656, plus $1,727 filing and wire fees. Kutner Brinen will also be reimbursed for reasonable out-of-pocket expenses incurred. Jenny M. Fujii, associate of Kutner Brinen, P.C., 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. Kutner Brinen can be reached at: Jenny M. Fujii, Esq. KUTNER BRINEN, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: jmf@kutnerlaw.com About Barong LLC Barong, LLC, based in Avon, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14551) on May 16, 2017. The Hon. Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Shaon Mou, manager. BATON ROUGE CREDIT: Creditors Panel Hires Baringer as Attorney -------------------------------------------------------------- The Official Committee of Unsecured Creditors of West Baton Rouge Credit, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Louisiana to retain The Baringer Law Firm, L.L.C., as attorney to the Committee. The Committee requires Baringer Law to: a. represent the Committee in any proceedings and hearings related to the Chapter 11 Case; b. attend meetings and negotiation with representatives of the Debtor and other parties in interest in the Chapter 11 Case; c. negotiate with the Debtor and other creditor and equity constituencies in the bankruptcy case regarding a plan of reorganization; d. advise the Committee of its powers and duties and regarding matters of bankruptcy law; e. investigate and research the Debtor's assets and liabilities; f. provide assistance, advice, and representation concerning the confirmation of, or objection to, any proposed plans; g. prosecute and defend litigation matters and such other matters that might arise during the Chapter 11 Case; h. provide counseling and representation to the Committee with respect to proposed assumptions or rejections of executory contracts and leases, sales of assets, and other bankruptcy-related matters arising in the Chapter 11 Case; i. render advice with respect to other legal issues relating to the Chapter 11 Case, including, but not limited to, corporate finance and commercial issues; j. prepare on behalf of the Committee any necessary adversary complaints, motions, applications, orders, and other legal papers relating to the Chapter 11 Case; and k. perform such other legal services as may be necessary and appropriate for the efficient and economical administration of the Chapter 11 Case. Baringer Law will be paid at hourly rates of $125 to $300. Baringer Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Dale R. Baringer, a partner of The Baringer Law Firm, L.L.C., 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 Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; 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. Baringer Law can be reached at: Dale R. Baringer, Esq. THE BARINGER LAW FIRM , L.L.C. 201 St. Charles Street Baton Rouge, LA 70802 Tel: (225) 383-9953 Fax: (225) 387-3198 About West Baton Rouge Credit, Inc. Based in Port Allen, Louisiana, West Baton Rouge Credit, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 17-10227) on March 14, 2017. The petition was signed by Todd Cutrer, president. The case is assigned to Judge Douglas D. Dodd. Pamela Magee, Esq., based in Baton Rouge, Louisiana, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 2 appointed five creditors of West Baton Rouge Credit, Inc., to serve on the official committee of unsecured creditors. BCP RAPTOR: Moody's Assigns B3 CFR; Outlook Positive ---------------------------------------------------- Moody's Investors Service assigned first time ratings to BCP Raptor LLC (EagleClaw), including a B3 Corporate Family Rating (CFR), a B3-PD Probability of Default Rating (PDR), and a B3 senior secured term loan rating. The outlook is positive. "EagleClaw's ratings mainly reflect the company's high initial leverage, which, to decline to a sustainable range, is fully reliant on the rapid volume ramp. The ratings benefit from geographical location of the company's assets and the tremendous projected growth in natural gas volumes produced from the Southern Delaware Basin," commented Sreedhar Kona, Moody's Senior Analyst. "The positive outlook reflects the current producer drilling activity in the acreage dedicated to EagleClaw and the expected volume growth should that level of activity continue." Assigned: Issuer: BCP Raptor, LLC -- Corporate Family Rating, assigned B3 -- Probability of Default Rating, assigned B3-PD -- $1.25 billion Senior Secured First Lien Term Loan, assigned B3 (LGD4) -- Outlook, Positive RATING RATIONALE EagleClaw's B3 CFR reflects the very high initial financial leverage, and the company's substantial degree of reliance on a steep increase in the gathering and processing volumes through 2018 and 2019 to accomplish the planned reduction in leverage. The ratings are also tempered by the company's limited operational track record and, the execution risk involved in the company bringing new processing capacity online and also the producer customers rapidly ramping up their respective production volumes. The company's presence in the highly active Southern Delaware Basin of the Permian, acreage dedication contracts spread over 260,000 acres with about 20 customers, large equity contribution by an experienced sponsor and adequate liquidity support the company's credit profile. The contracts are largely fee-based, minimizing direct commodity price risk, although the lack of any material minimum volume commitment (MVC) contracts highlight the volume risk. The ratings also benefit from structural enhancements like excess cashflow sweep, capex and interest reserve account, debt service reserve account and equity commitment account. The positive outlook reflects the current oil-focused drilling activity in the Southern Delaware Basin and the potential for the associated gas production volumes gathered and processed by EagleClaw to grow substantially, resulting in a substantial reduction in financial leverage by the end of 2018. The $1.25 billion Term Loan maturing 7 years from the closing of the transaction is rated B3 (the same as the CFR) under the Moody's Loss Given Default Methodology. The $100 million Revolver maturing 5 years from the closing of the transaction has a super priority preference over the Term Loan, however given small size of the Revolver as compared to the Term Loan, the Term Loan is rated the same as the CFR. Moody's expects that EagleClaw will maintain adequate liquidity through the end of 2018. Pro forma for the closing of the transaction, EagleClaw will have $123 million in funded Capex & Interest Account, in addition to a Debt Service Reserve Account supported via a Letter of Credit for 6 months of expected interest and amortization payments. The company will also have an Equity Commitment Account (supported by a Letter of Credit) which may be drawn and reduced dollar-for-dollar to maintain minimum liquidity in the funded Capex & Interest Account. The draw rights also include the balance in the funded Capex & Reserve account dropping below $25 million or to cure payment default after the Debt Service Reserve Account has been extinguished. Moody's expects the company to be able to fund its debt service obligations and capital expenditures through cash from operations and funds in the reserve accounts. The Term Loan will have a minimum debt service coverage ratio covenant of 1.1x, which will be tested starting from September 30, 2018. In addition, the Revolver will have maintenance covenants of a Maximum Super Priority Leverage Ratio to be less than 1.25x first tested on September 30, 2018 and Total Debt to Total Capitalization ratio of less than 70%, which falls away on September 30, 2018. Moody's expects the company to be in compliance with its covenants through end of 2018. The Revolver and Term Loan will have first priority lien on all assets of the company. EagleClaw's ratings could be upgraded if the company successfully executes its capacity build out and realizes its planned volume and corresponding earnings growth, reducing debt/EBITDA below 5x on a sustained basis while maintaining adequate liquidity. Ratings could be downgraded debt/EBITDA is likely to remain above 6x at the end of 2018 or if liquidity weakens substantially. The principal methodology used in these ratings was the Midstream Energy published in May 2017. BCP Raptor, LLC , the parent of EagleClaw Midstream Ventures, LLC (EagleClaw Midstream), is a privately owned natural gas gathering and processing company in the Southern Delaware Basin. In April 2017, Blackstone Energy Partners and Blackstone Capital Partners entered into an agreement with Encap Flatrock Midstream (current owner of EagleClaw Midstream) to buy EagleClaw Midstream for approximately $2 billion. The transaction is expected to close by the end of July 2017. BE MY GUEST: Unsecureds to Recover Up to 15% Under Exit Plan ------------------------------------------------------------ Unsecured creditors of Be My Guest, LLC, may recover up to 15% of their claims, according to the company's proposed plan to exit Chapter 11 protection. Under the proposed plan of reorganization, each creditor holding a Class 1 general unsecured claim will receive its pro rata share of the portion of cash contribution from Gaby, LLC after all statutory fees, administrative claims and priority tax claims have been fully paid. General unsecured creditors may recover between 10% and 15% of their claims allowed by the court. Class 1 is impaired and general unsecured creditors are entitled to vote to accept or reject the plan. Distributions under the plan will be funded by cash contribution from Gaby, LLC of up to $1 million, according to Be My Guest's disclosure statement filed on May 16 with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the disclosure statement is available for free at https://is.gd/OEWewN About Be My Guest Be My Guest, LLC was formed for the purpose of assuming a certain lease for commercial premises located at 14 East 58th Street, New York, and thereafter, developing and operating a first class restaurant at the premises. Lucy Balan, who holds a 50% membership interest in the Debtor, serves as its manager. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10692) on March 22, 2017. Ms. Balan signed the petition. At the time of the filing, the Debtor estimated assets of less than $1 million and estimated liabilities of $1 million to $10 million. Judge Sean H. Lane presides over the case. Douglas J. Pick, Esq. at Pick & Zabicki LLP represents the Debtor as bankruptcy counsel. BELIEVERS BIBLE: Seeks October 2 Exclusive Plan Filing Extension ---------------------------------------------------------------- Believers Bible Christian Church requests the U.S. Bankruptcy Court for the Northern District of Georgia to further extend its exclusive plan filing deadline for an additional 90 days, through October 2, 2017, and its plan solicitation deadline through October 30, 2017. The Debtor submits that it is still attempting to negotiate a plan with its major creditors as well as a real estate sale with potential buyers. This is the Debtor's third request for an extension of these deadlines. The Court has previously entered an Order extending the exclusivity period and solicitation deadline through and including July 3, 2017 and August 1, 2017. About Believer's Bible Christian Church Believers Bible Christian Church, Inc., based in Atlanta, Georgia, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-65531) on September 2, 2016, listing assets and debts at $1 million to $10 million at the time of the filing. William A. Rountree, Esq., at Macey, Wilensky & Hennings LLC, serves as Chapter 11 counsel. The 2016 petition was signed by Theo A. McNair Jr., president. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the 2016 case. Believer's Bible previously filed for chapter 11 (Bankr. N.D. Ga. Case No. 08-61958) on Feb. 4, 2008, and was represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. The 2008 case was assigned to Judge Joyce Bihary. The Debtor estimated assets and debts at $1 million to $10 million at the time of the filing. BELLA LOGISTICS: Taps Villa & White as Counsel ---------------------------------------------- Bella Logistics LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Villa & White LLP as counsel. The Debtor requires Villa & White to: (a) assist and advise the Debtor relative to its operations as a debtor-in-possession, and relative to the overall administration of this Chapter 11 case; (b) represent the Debtor at hearings to be held before this Court and communicate with its creditors regarding the matters heard and the issues raised, as well as the decisions and considerations of this Court; (c) prepare, review, and analyze pleadings, orders, operating reports, schedules, statements of affairs, and other documents filed and to be filed with this Court by the Debtor or other interested parties in this Chapter 11 case; advise the Debtor as to the necessity, propriety and impact of the foregoing upon this Chapter 11 case; and consent or object to pleadings or orders on behalf of the Debtor; (d) assist the Debtor in preparing such applications, motions, memoranda, adversary proceedings, proposed orders and other pleadings as may be required in support of positions taken by the Debtor, as well as preparing witnesses and reviewing documents relevant thereto; (e) coordinate the receipt and dissemination of information prepared by and received from the Debtor and the Debtor's accountants, and other retained professionals, as well as such information as may be received from accountants or other professionals engaged by any official committee; (f) confer with the professionals as may be selected and employed by any official committee; (g) assist and counsel the Debtor in its negotiations with creditors, or Court-appointed representatives or interested third parties concerning the terms, conditions, and import of a plan of reorganization and disclosure statement to be proposed and filed by the Debtor; (h) assist the Debtor with such services as may contribute or are related to the confirmation of a plan of reorganization in this Chapter 11 case; (i) assist and advise the Debtor in its discussions and negotiations with others regarding the terms, conditions, and security for credit, if any, during this Chapter 11 case; (j) conduct examination of witnesses as may be necessary in order to analyze and determine, among other things, the Debtor's assets and financial condition, whether the Debtor has made any avoidable transfers of its property, and whether causes of action exist on behalf of the Debtor's estate; and (k) assist the Debtor generally in performing such other services as may be desirable or required pursuant to Sec. 1107 of the Bankruptcy Code. The Debtor also seeks to employ the Firm to represent it in the prosecution of a certain claim it held as a creditor in the chapter 11 bankruptcy of Breitburn Energy Partners Ltd., Case No. 16-11390, in the United States Bankruptcy Court for the Southern District of New York. More specifically, the Debtor needs the Firm to litigate the objection filed by Breitburn to the Debtor's proof of claim. Morris E. "Trey" White III, a partner of Villa & White, will be primarily responsible for the supervision of the case and the coordination and delegation of its administration. Mr. Trey, for Villa & White's representation of the Debtor, charges at a rate of $300 per hour. Villa & White will also be reimbursed for reasonable out-of-pocket expenses incurred. Villa & White has been paid a retainer in the amount of $10,000. Alan C. Stein, a partner of the law firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The law firm can be reached at: Morris E. "Trey" White III, Esq. VILLA & WHITE LLP 1100 NW Loop 410 #700 San Antonio, TX 78213 Tel: (210) 225-4500 Fax: (210) 212-4649 E-mail: treywhite@villawhite.com About Bella Logistics Bella Logistics LLC specializes in providing frac sand and barite. Its frac sand is produced in Wisconsin and Texas, and its barite is produced in Mexico. The Company's key areas of operations include Texas, New Mexico, Oklahoma, Louisiana, and other regions as required. The majority of Bella Logistics LLC is owned by Bella Sands Ltd, a subsidiary of Fireside Concepts, LLC, a Texas company founded in 2007. Bella Logistics filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50913) on April 19, 2017. The Hon. Craig A. Gargotta presides over the case. Morris E. "Trey" White, III, Esq., at Villa & White LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Barry Holbert, manager. A list of the Debtor's nine unsecured creditors is available for free at http://bankrupt.com/misc/txwb17-50913.pdf BENFER STORAGE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on May 24 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Benfer Storage LLC. About Benfer Storage LLC Benfer Storage LLC, based in Houston, Texas, offers storage spaces for rent on a prepaid basis. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-32767) on May 1, 2017. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Alberto Bernadoni, president, signed the petition. The Hon. Jeff Bohm presides over the case. Susan Tran, Esq., at Corral Tran Singh, LLP, serves as bankruptcy counsel. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb17-32767.pdf BENNIGAN'S SADDLEBROOK: Hires Scott Goldstein as Counsel -------------------------------------------------------- Bennigan's Saddlebrook, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Scott J. Goldstein of the Law Offices of Scott J. Goldstein, LLC as counsel. The Debtor requires the law firm to prepare the appropriate schedules, plan and other pleadings that will be required. The law firm will be paid at these hourly rates: Scott J. Goldstein $350 Amy L. Knapp $350 Of Counsel $225 Paralegal/Legal Assistant $100 Law Clerk $150 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor agreed to pay the law firm an initial retainer of $7,500. Scott J. Goldstein assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The law firm can be reached at: Scott J. Goldstein, Esq. Amy L. Knapp, Esq. LAW OFFICES OF SCOTT J. GOLDSTEIN, LLC 280 West Main Street Denville, NJ 07834 Tel: (973) 453-2838 Fax: (973) 453-2869 E-mail: sjg@sgoldsteinlaw.com About Bennigan's Saddlebrook Bennigan's Saddlebrook, LLC, based in Saddle Brook, N.J., filed a Chapter 11 petition (Bankr. D. N.J.. Case No. 17-19697) on May 10, 2017. The Hon. Christine M. Gravelle presides over the case. Scott J. Goldstein, Esq., at the Law Offices of Scott J. Goldstein, LLC, serves as bankruptcy counsel. In its petition, the Debtor declared $420,800 in total assets and $1.36 million in total liabilities. The petition was signed by Kedar Shah, managing member. A list of the Debtor's nine unsecured creditors is available for free at http://bankrupt.com/misc/njb17-19697.pdf The Debtor previously sought bankruptcy protection on Jan. 28, 2017 (Bank. D.N.J. Case No. 17-11641). BIOSTAGE INC: To Present Plan to Avoid Nasdaq Delisting ------------------------------------------------------- Biostage Inc. received a letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC, as anticipated, on May 18, 2017, indicating that the Company's failure to regain compliance with the minimum $1.00 bid price requirement by May 17, 2017, and its non-compliance with the $2.5 million stockholders' equity requirement as of the quarter ended March 31, 2017, could serve as a basis for delisting the Company's common stock from The Nasdaq Capital Market unless the Company timely requests a hearing before the Nasdaq Hearings Panel. The Company plans to timely request a hearing before the Panel, which request will stay any delisting action by the Staff at least pending the issuance of the Panel's decision following the hearing and the expiration of any extension period that may be granted by the Panel. At the hearing, Biostage will present its plan to evidence compliance with the bid price and stockholders' equity requirements and request an extension of time within which to do so. The Panel has the discretion to grant the Company an extension through no later than Nov. 14, 2017. The Company's common stock will continue to trade on Nasdaq under the symbol "BSTG" at least pending the ultimate conclusion of the hearing process. Biostage intends to provide a further update when additional relevant information becomes available. About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company engaged in developing bioengineered organ implants based on its Cellframe technology. Biostage reported a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million on $118,000 of revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $4.55 million in total assets, $2.77 million in total liabilities and $1.77 million in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BISHOP GORMAN: Hires Fox Rothschild as Counsel ---------------------------------------------- Bishop Gorman Development Corporation seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Fox Rothschild LLP, as counsel to the Debtor. Bishop Gorman requires Fox Rothschild to: a. advise the Debtor of its rights and obligations and performance of its duties during administration of the Chapter 11 Case; b. attend meetings and negotiations with other parties in interest on the Debtor's behalf in the Chapter 11 Case; c. take all necessary action to protect and preserve the Debtor's estate including: the prosecution of actions, the defense of any actions taken against the Debtor, negotiations concerning all litigation in which the Debtor is involved, and objecting to claims filed against the estate which are believed to be inaccurate; d. negotiate and prepare a plan of reorganization, disclosure statement and all papers and pleadings related thereto and in support thereof and attend court hearings related thereto; e. represent the Debtor in all proceedings before the Court or other courts of jurisdiction in connection with the Chapter 11 Case; including, preparing and reviewing all motions, answers and orders necessary to protect the Debtor's interests; f. assist the Debtor in developing legal positions and strategies with respect to all facets of these proceedings; g. prepare on the Debtor's behalf necessary applications, motions, answers, orders and other documents; and h. perform all other legal services for the Debtor in connection with the Chapter 11 Case and other general corporate and litigation matters, as may be necessary. Fox Rothschild will be paid at these hourly rates: Partners $210-$895 Counsel $195-$895 Associates $210-$485 Legal Assistants/Paralegals $100-$370 On March 22, 2017, the Debtor executed a Promissory Note in favor of Service Campaign Corporation in the amount of $301,888. On March 24, 2017, Service Campaign provided Fox Rothschild with an advance payment of $200,000 and on April 12, 2017, Service Campaign provided the firm with an advance payment of $19,419.42 to pay for legal services rendered or to be rendered in connection with the Restructuring Services, as well as to pay the filing fee of $1,717. Fox Rothschild will also be reimbursed for reasonable out-of-pocket expenses incurred. Brett A. Axelrod, partner of Fox Rothschild LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fox Rothschild can be reached at: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Tel: (702) 262-6899 Fax: (702) 597-5503 E-mail: baxelrod@foxrothschild.com About Bishop Gorman Development Corporation Bishop Gorman Development Corporation is a charitable organization with its principal assets located at 5959 S. Hualapai Way, Las Vegas, Nevada 89148. Bishop Gorman Development filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-11942) on April 17, 2017, estimating assets and liabilities between $100 million and $500 million each. Deacon Aruna Silva, executive director, signed the petition. Judge August B. Landis presides over the case. Brett A. Axelrod, Esq., at Fox Rothschild LLP, serves as the Debtor's bankruptcy counsel. BISHOP GORMAN: Hires Greenberg Traurig as Special Counsel --------------------------------------------------------- Bishop Gorman Development Corporation seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Greenberg Traurig, LLP, as special litigation counsel to the Debtor. Greenberg Traurig has been counsel for the Debtor since July 15, 2014, with respect to claims asserted by J.A. Tiberti Construction Co., Inc., against the Debtor. Those claims are the subject of the case styled J.A. Tiberti Construction Co., Inc. v. Bishop Gorman Development Corporation, Case No. A-15-728534-B, in the Eighth Judicial District Court, Clark County, Nevada, and were also the subject of a related arbitration proceeding conducted by Judicial Arbitration and Mediation Services, Inc. Bishop Gorman requires Greenberg Traurig to: -- represent the Debtor with respect to claims asserted by J.A. Tiberti, that is currently stated effective as of the petition date, and -- assist the Debtor with respect to any and all matters concerning or relating to the claims that have been asserted or may be asserted by J.A. Tiberti against the Debtor relating to that pending litigation. Greenberg Traurig will be paid at these hourly rates: Shareholder $510-$775 Of Counsel $485-$590 Associate $295-$450 Paralegal $250-$295 On February 14, 2017, Greenberg Traurig received a check in the amount of $2,660 from the Judicial Arbitration and Mediation Services, Inc., as reimbursement for pre-paid arbitration fees. Greenberg Traurig has a claim against the Debtor for unpaid fees and expenses incurred prior to the petition date in the amount of $66,274.84. Greenberg Traurig will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher R. Miltenberger, of-counsel of Greenberg Traurig, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Greenberg Traurig can be reached at: Christopher R. Miltenberger, Esq. GREENBERG TRAURIG, LLP 3773 Howard Hughes Parkway, Suite 400N Las Vegas, NV 89169 Tel: (702) 792-3773 Fax: (702) 792-9002 About Bishop Gorman Development Corporation Bishop Gorman Development Corporation is a charitable organization with its principal assets located at 5959 S. Hualapai Way, Las Vegas, Nevada 89148. Bishop Gorman Development Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-11942) on April 17, 2017, estimating assets and liabilities between $100 million and $500 million each. Deacon Aruna Silva, executive director, signed the petition. Judge August B. Landis presides over the case. Brett A. Axelrod, Esq., at Fox Rothschild LLP, serves as the Debtor's bankruptcy counsel. BISHOP GORMAN: Hires Wallace Neumann as Accountant -------------------------------------------------- Bishop Gorman Development Corporation seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Wallace Neumann & Verville, LLP, as accountant to the Debtor. Bishop Gorman requires Wallace Neumann to provide accounting services to audit the financial statements of the Debtor, which comprise of the statements of financial position as of December 31, 2016, and the related statements of activities and cash flows for the year then ended, and the related notes to the financial statements. Wallace Neumann will be paid at these hourly rates: Jason Neumann, Partner $325 Reed Lamoreaux, Manager $225 Dave Altfas $165 Eli Tanimoto $140 Eric Hill $110 Evan Ford $100 Elliot Clark $90 Wallace Neumann has agreed to waive $675 in unpaid fees incurred prior to the petition date. Wallace Neumann will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Neumann, partner of Wallace Neumann & Verville, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Wallace Neumann can be reached at: Jason Neumann WALLACE NEUMANN & VERVILLE, LLP 8930 Spanish Ridge Avenue Las Vegas, NV 89148 Tel: (702) 387-0999 E-mail: jasonn@wnvcpa.com About Bishop Gorman Development Corporation Bishop Gorman Development Corporation is a charitable organization with its principal assets located at 5959 S. Hualapai Way, Las Vegas, Nevada 89148. Bishop Gorman Development Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-11942) on April 17, 2017, estimating assets and liabilities between $100 million and $500 million each. Deacon Aruna Silva, executive director, signed the petition. Judge August B. Landis presides over the case. Brett A. Axelrod, Esq., at Fox Rothschild LLP, serves as the Debtor's bankruptcy counsel. BREITBURN ENERGY: Hires Littler Mendelson as Litigation Counsel --------------------------------------------------------------- Breitburn Energy Partners LP, et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Littler Mendelson, P.C., as special litigation counsel to the Debtors. In February 2017, Royce Ashberry commenced a lawsuit against Breitburn Management Company LLC in the U.S. District Court for the Eastern District of Texas, styled Royce Ashberry v. Breitburn Management Company, LLC, Civil Action No. 2:17-cv-00138. In the Ashberry Litigation, Plaintiff Ashberry asserts various claims related to his employment with Breitburn Management for damages incurred postpetition in July 2016 for wrongful termination. Breitburn Energy requires Littler to represent the Debtors in the Ashberry Litigation. Littler will be paid at these hourly rates: Members $425 Associates $305 Paraprofessionals $200 Littler has provided services to the Debtors with respect to the Ashberry Litigation since March 1, 2017, through the date of the application. Littler has billed, but not been paid for, its services since March 1 in the aggregate amount of $3,100. Littler will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Littler did not represent the client prepetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Staffing has been approved. The client has not requested nor been provided with a budget. Kelley Edwards and Luke MacDowall, members of Littler Mendelson, P.C., 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. Littler can be reached at: Kelley Edwards, Esq. Luke MacDowall, Esq. LITTLER MENDELSON, P.C. 1301 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 951-9400 About Breitburn Energy Partners LP Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors are represented by Ray C Schrock, Esq. and Stephen Karotkin, Esq. at Weil Gotshal & Manges LLP. The Debtors hired Steven J. Reisman, Esq. and Cindi M. Giglio, Esq. at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. Breitburn Energy et al., are an independent oil and gas Partnership engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. The Debtors conduct their operations through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. The U.S. trustee for Region 2 appointed three creditors of Breitburn Energy Partners LP and its affiliates to serve on the official committee of unsecured creditors, and on Nov. 15, 2016, the U.S. Trustee appointed seven creditors of Breitburn Energy Partners LP and its affiliated debtors to serve on the official committee of unsecured creditors. BRIGHT MOUNTAIN: Incurs $685,000 Net Loss in First Quarter ---------------------------------------------------------- Bright Mountain Media, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended March 31, 2017. The Company was delayed in the filing of its Quarterly Report because additional time was needed to complete the financial statements to be included in the Form 10-Q. For the three months ended March 31, 2017, the Company reported a net loss attributable to common shareholders of $685,220 on $661,098 of total revenues compared to a net loss attributable to common shareholders of $739,059 on $424,415 of total revenues for the three months ended March 31, 2016. As of March 31, 2017, Bright Mountain had $2.74 million in total assets, $1.57 million in total liabilities and $1.17 million in total shareholders' equity. As of March 31, 2017, the Company had a balance of cash and cash equivalents of $34,460 and working capital of $182,096 as compared to cash and cash equivalents of $162,795 and working capital of $355,344 at Dec. 31, 2016. The Company's current assets decreased 9% at March 31, 2017, from Dec. 31, 2016, which reflects the decrease in cash, accounts receivable and prepaid expenses, offset by an increase in inventory. The Company's current liabilities increased 2.1% at March 31, 2017 from Dec. 31, 2016, which primarily reflects a decreases in premium finance loan payable, offset by increases in accrued interest, including to a related party. The Company said it does not have any external sources of liquidity and is dependent upon loans from its chief executive officer. In addition to the amounts owed Mr. Speyer, in November 2016 the Company borrowed $500,000 from an unrelated third party under a promissory note which matures in November 2017. "Our operations do not provide sufficient cash to pay our cash operating expenses. If we are unable to increase our revenues to a level which provides sufficient funds to pay our operating expenses without relying upon loans from a related party, as well as to pay our obligations as they become due, our ability to continue to leverage our resources and implement our plans for continued growth are in jeopardy," the Company stated in the filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mIQrcf About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, owns and manages Websites in the United States. It operates through two segments, Product Sales and Services. The company develops Websites, which provide information and news to military, law enforcement, first responders, and other public sector employees; and information, including originally written news content, blogs, forums, career information, and videos. Bright Mountain reported a net loss attributable to common shareholders of $2.94 million on $1.49 million of product sales for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $2.01 million on $1.41 million of product sales for the year ended Dec. 31, 2015. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss of $2,667,051 and used cash in operations of $1,860,515 and an accumulated deficit of $8,824,806 at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. BRITISH MOTORCARS: Committee Taps Winthrop Couchot as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of British Motorcars Ventura, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel. The committee proposes to hire Winthrop Couchot Golubow Hollander LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, investigate the Debtor's financial condition, and assist in the implementation of a bankruptcy plan. The hourly rates charged by the firm are: Senior Counsel $750 Counsel $595 Junior Counsel $425 – 475 Paralegal $175 Legal Assistant Assoc. $150 Garrick Hollander, Esq., disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor. The firm can be reached through: Garrick A. Hollander, Esq. Winthrop Couchot Golubow Hollander LLP 660 Newport Center Drive, Suite 400 Newport Beach, CA 92660 Tel: (949) 720-4100 Fax: (949) 720-4111 About British Motorcars Ventura Located in Ventura, California, British Motorcars Ventura, Inc. -- http://www.landroverjaguarventura.com/-- is a small organization in the new and used car dealers industry. It opened its doors in 2010 and now has an estimated $2.7 million in yearly revenue and approximately 12 employees. The Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10489) on March 22, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Philip D. Vass, president. The Hon. Peter Carroll presides over the case. Levene Neale Bender Yoo & Brill, LLP represents the Debtor as bankruptcy counsel. The Debtor hired McQueen & Ashman LLP, as special corporate and litigation counsel. An official committee of unsecured creditors has been appointed in the Debtor's case. BUDDY WARREN: Taps Kasen & Kasen as Legal Counsel ------------------------------------------------- Buddy Warren, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Kasen & Kasen P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, and assist in the preparation of a plan of reorganization. The hourly rates charged by the firm are: David Kasen $500 Michael Kasen $350 Francine Kasen $350 Jenny Kasen $350 Paralegal $150 Kasen & Kasen received a fee of $8,000, plus $1,717 for the filing fee. Michael Kasen, Esq., disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Michael J. Kasen, Esq. Kasen & Kasen P.C. 151 W. 46th St., 4th Floor New York, NY 10036 Phone: 646-216-3108 Email: mkasen@kasenlaw.com About Buddy Warren Inc. Buddy Warren, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-11364) on May 17, 2017. Buddy Schussel, president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. BULOVA TECHNOLOGIES: Posts $8.50 Million Q2 Net Income ------------------------------------------------------ Bulova Technologies Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the quarter ended March 31, 2017. The Company was delayed in the filing of its Form 10-Q because the compilation, dissemination and review of the information required to be presented in the Form 10-Q for the quarter ending March 31, 2017, could not be completed and filed by May 15, 2017, without undue hardship and expense to the Company. For the three months ended March 31, 2017, the Company reported net income of $8.50 million on $6.25 million of revenues compared to a net loss of $1.37 million on $4.98 million of revenues for the three months ended March 31, 2016. For the six months ended March 31, 2017, the Company recognized net income of $6.80 million on $12.64 million of revenues compared to a net loss of $3.77 million on $5.40 million of revenues for the same period during the prior year. As of March 31, 2017, Bulova had $18.28 million in total assets, $37.26 million in total liabilities, and a total shareholders' deficit of $18.97 million. As of March 31, 2017, the Company's sources of liquidity consisted of new debt as well as new sales reported in the commercial sales and service business segment along with the new sales in the transportation segment of the business. As of March 31, 2017, the Company had $305,503 in cash and cash equivalents. Cash flows used in operating activities was $1.299 million for the six months ended March 31, 2017. Cash flows provided by in investing activities was $150,475 for the six months ended March 31, 2017. Cash flows provided by financing activities were $803,377 for the six months ended March 31, 2017. The Company said that its ability to cover its operating and capital expenses, and make required debt service payments will depend primarily on its ability to generate operating cash flows. "The Company's business may not generate cash flows at sufficient levels, and it is possible that currently anticipated contract awards may not be achieved. If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to reduce costs and expenses, sell assets, reduce capital expenditures, refinance all or a portion of our existing debt as well as our operating needs, or obtain additional financing and we may not be able to do so on a timely basis, on satisfactory terms, or at all. Our ability to make scheduled principal payments or to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general economic, political, financial, competitive, legislative and regulatory factors beyond our control. "While the Company believes that anticipated revenues resulting from its expanded efforts relative to its transportation and commercial sales segments will be sufficient to bring profitability and a positive cash flow to the Company, it is uncertain that these results can be achieved. Accordingly, the Company will, in all likelihood have to raise additional capital to operate. There can be no assurance that such capital will be available when needed, or that it will be available on satisfactory terms," the Company stated in the filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/8OYDnK About Bulova Bulova Technologies Group, Inc., was originally incorporated in Wyoming in 1979 as "Tyrex Oil Company". During 2007, the Company divested itself of all assets and previous operations. During 2008, the Company filed for domestication to the State of Florida, and changed its name to Bulova Technologies Group, Inc., and changed its fiscal year from June 30 to September 30. Bulova reported a net loss attributable to the Company of $8.06 million on $18.72 million of revenues for the year ended Sept. 30, 2016, compared to a net loss attributable to the Company of $5.44 million on $1.75 million of revenues for the year ended Sept. 30, 2015. CA REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: CA Real Estate Opportunity Fund II, LLC 23046 Avenida de la Carlota, Suite 150 Laguna Hills, CA 92653 Business Description: CA Real Estate operates in the real estate industry. It is related to WJA Asset Management LLC, and related entities that sought Chapter 11 protection on May 18, 2017 (Bankr. C.D. Cal. Lead Case No. 17-11996). Case No.: 17-12125 Chapter 11 Petition Date: May 25, 2017 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Scott C Clarkson Debtor's Counsel: Lei Lei Wang Ekvall, Esq. SMILEY WANG-EKVALL, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 Tel: 714-445-1000 E-mail: lekvall@swelawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50,000 to $100,000 The petition was signed by Howard Grobstein, chief restructuring officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-12125.pdfs CAMPBELLTON-GRACEVILLE: Hires Lubell Rosen as Special Counsel ------------------------------------------------------------- Campbellton-Graceville Hospital Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of Florida to employ Lubell Rosen as special health care counsel to the Debtor. On August 22, 2016, the U.S. Office of Personnel Management, Office of the Inspector General, began investigating the Debtor with respect to alleged fraudulent and illegal billing practices related to laboratory arrangements. In August 2016, a special investigator from Blue Cross Blue Shield began investigating claims submitted by the Debtor, under The People's Choice Hospital's management, for laboratory service, which federal investigation remains on-going as of the Petition Date. The Debtor requires the services of a special health care counsel to assist the Debtor with the governmental and regulatory healthcare filings and issues. Lubell will be paid at these hourly rates: Attorney $400-$450 Paralegal $165-$225 As of the petition date, Lubell holds a retainer in the amount of $25,000. Lubell will also be reimbursed for reasonable out-of-pocket expenses incurred. Sandra P. Greenblatt, partner of Lubell Rosen, 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. Lubell can be reached at: Sandra P. Greenblatt, Esq. LUBELL ROSEN 1 Alhambra Plaza, Suite 1410 Coral Gables, FL 33134 Tel: (305) 655-3425 About Campbellton-Graceville Hospital Corporation Campbellton-Graceville Hospital Corporation filed a Chapter 11 bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April 17, 2017. The Hon. Karen K. Specie presides over the case. Berger Singerman LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million to $50 million in liabilities. The petition was signed by Marshall Glade of GlassRatner Advisory & Capital Group, LLC, chief restructuring officer. CARDINAL LOCAL SD: Moody's Affirms B1 Rating on $6.9MM GOULT Debt ----------------------------------------------------------------- Moody's Investors Service has affirmed the B1 rating on Cardinal Local School District, OH's general obligation unlimited tax (GOULT) debt. The outlook remains negative. The B1 rating and negative outlook apply to $6.9 million in outstanding debt. The B1 largely reflects the district's very weak fund balance and liquidity positions, which are the result of a multi-year structural imbalance and contributed to a December 2015 missed debt payment. The rating also incorporates the district's moderately-sized tax base with underlying demographic weaknesses particularly visible in a falling enrollment trend. Lastly, the rating considers the district's modest debt burden but high pension burden arising from participation in two underfunded cost-sharing retirement plans. Rating Outlook The negative outlook reflects Moody's expectations that the district's financial position could remain very weak despite voter passage of a new operating levy in May 2017. While the new levy is positive for the district, achievement of sustainable operational balance will depend on voters renewing an outstanding levy in November of this year. Moody's expects failure to renew the levy will exert further pressure on the district's liquidity and credit rating. Factors that Could Lead to an Upgrade Sustained trend of positive operations resulting in strengthened reserves, which could occur with voter renewal of an expiring levy this year Moderation of the district's pension burden Factors that Could Lead to a Downgrade Continued structural imbalance leading to weakening of the district's financial position Failure to secure levy renewal later this year Further delays and/or delinquencies in payment of debt service Material increases to the district's debt and/or pension burden Legal Security The districts outstanding rated bonds are secured by a general obligation unlimited tax pledge which benefits from a dedicated property tax levy which is not limited as to rate or amount. Use of Proceeds Not applicable. Obligor Profile Cardinal Local School District encompasses 85 square miles in Geauga County, approximately 35 miles southeast of the City of Cleveland (A1 stable). It provides kindergarten through twelfth grade education to 1,100 students within the village of Middlefield and several surrounding towns. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. CARL MERKLE: Seay and Chapparo Buying Property for $1.33M --------------------------------------------------------- Carl N. Merkle asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of land located at 4535 Schertz Road, San Antonio, Texas, NCB 12517, 551 E8, Lot 3 and 18, Blk. 7, Bexar County, Texas, to Ron Seay and Jeff Chapparo for $1,325,000. On May 9th, 2017, the Debtor signed the Real Estate Contract to the Property to the Buyers and which Contract was subsequently assigned to Hero's Village, LLC or its assigns. The contract originally provided a purchase price of $1,400,000. The sales price was then decreased to $1,325,000. The Buyers are now willing and able to close on the sale. There is a proposed closing date under the Contract of June 12, 2017. The Debtor also proposes that the sale of the Property be "free and clear" of interests. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Carl_Merkle_166_Sales.pdf The Property is a 28-unit apartment complex. It currently has 23 tenants and/or occupied units. Bexar County assessed the value of the property at $1,500,530. Stouffer & Associates Real Estate Appraisers appraised the value of the Property at $1,330,000. On May 18, 2017 Capital Crossing Servicing Co., LLC and/or Pilgrim REO, LLC filed an amended proof of claim against the Property in the amount of $964,253. The Debtor objects to the claim and believes after hearing the objection, the Court will disallow most or all of the claim and find the claim is not secured. The payoff amount owed to the secured lender on the real estate is $967,679 as of May 31, 2017, the amount is also objected to, however according to the secured lender the loan continues to accrue interest at $143 daily thereinafter. Bexar County filed a claim for property taxes in the amount of $66,599. Janie Merkle filed a secured claim, based on a property division agreement in divorce proceedings, in the amount of $184,143. Any additional claims against this estate are anticipated to be less than $50,000. Out of closing, Capital Crossing and/or Pilgrim REO, Bexar County, Janie Merkle, and all closing costs will be paid at their claimed amounts with the Debtor reserving the right to contest the amounts paid post closing. Any payments made to Capital Crossing and/or Pilgrim REO are subject of adjustment by the Court pending the outcome of claims objections as stated in the Confirmation Order. The Administrative Expenses of $10,000 plus outstanding monthly fees of $5,000 will be paid to The Smeberg Law Firm (Attorneys) following the closing of the Property sale. The remaining funds will be held either in escrow with the title company or if the title company is unable or unwilling to hold the funds, the funds will be held in the Guerra Days Law Group, PLLC account at Chase Bank until further order of the Court. The Debtor is seeking expedited consideration. The Debtor proposes to sell the Property and consents to the sale. The price being obtained by the Debtor is less than the appraised value. However, the amount being obtained is enough to pay the secured creditor, taxes, closing costs, all other likely creditors. In regard to Capital Crossing Servicing and/or Pilgrim REO, the claim is subject to a bona fide dispute. Even if the Lender'ss claim is found valid, it is in Lender's interest to have the property sold. Under these conditions, the Debtor contends the sale is in the best interest of the estate and its creditors. Accordingly, the Debtor respectfully asks that the Court enters an Order approving the sale in accordance with the terms and conditions set out and granting such other relief as is just and proper. The Purchasers can be reached at: Ron Seay and Jeff Chapparo P.O. Box 151355 Austin, TX 78715-1355 Telephone: (512) 689-6742 Facsimile: (512)-986-3095 E-mail: ronseay@yahoo.com 2jeffchap@gmail.com Counsel for the Debtor: Ricardo Guerra, Esq. GUERRA | DAYS LAW GROUP, PLLS 2211 Rayford Rd., Suite 111, #134 Spring, TX 77386 Telephone: (281) 760-4295 Facsimile: (866) 325-0341 E-mail: Bankruptcy@guerradays.com About Carl Merkle Carl N. Merkle is a licensed CPA who presently works in the Non-profit affordable housing industry as an assistant controller. In addition to his accounting work, the Debtor owns and operates Northeast Village Apartments, which is the driving force behind his Chapter 11 case. The Debtor's only residence is the Northeast Village Apartments and he has resided there since April 2012. Carl N. Merkle filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 16-50026) on Jan. 4, 2016. Ronald J. Smeberg, Esq., of The Smeberg Law Firm, PLLC, represents the Debtor. CAROL LLOYD: Wants to Use Cash Collateral Until June 14 ------------------------------------------------------- Carol Lloyd, Inc., asks the U.S. Bankruptcy Court for the Western District of North Carolina for permission to use cash collateral. Potential secured creditors who may have perfected liens on cash collateral include: a. Corporation Service Company, as Representative: UCC filed on Sept. 12, 2014, describing collateral as: any and all amounts owing to Debtor now or in the future from the merchant processor(s) processing charges made by customers of [Carol Lloyd] via credit card or debit card transactions; and b. EIN CAP, Inc.: UCC filed on Aug. 8, 2016, describing collateral as: all assets of [Carol Lloyd], now existing and hereafter arising, wherever located. As of the Petition Date, the Debtor had accounts receivable of approximately $295,000. The Debtor needs to use these receivables to continue normal operations and to maintain its going concern value. The Potential Secured Creditors have not yet consented to the Debtor's use of cash collateral. The Debtor believes that their accounts receivable will be replenished through normal operations such that the total amount of the outstanding receivables at any given time remains about the same. The Debtor proposes to adequately protect the Potential Secured Creditors by giving them a replacement lien on postpetition receivables to the same extent, and with the same priority, as any prepetition perfected lien. Additionally, the Debtor proposed to make monthly adequate protection payments into a segregated debtor-in-possession account in the amount of $2,000 per month. The funds would remain in the segregated account until such time as the court orders otherwise. Any secured creditor would be entitled to file a motion demonstrating their perfected secured status and priority and entitlement to those funds. The Debtor faces ordinary and necessary expenses on a daily basis. The Debtor needs to use cash collateral to make payment of ordinary operating expenses, in conformity with the proposed 30-day cash collateral budget. To the extent that the Debtor needs to spend more than $268,938 of cash collateral during the 30 days following entry of a cash collateral order, the Debtor would seek court approval on an expedited basis. The Debtor believes that it will successfully reorganize. The Debtor expects to have sufficient cash flow to pay all postpetition debt as they come due, and to fund a Chapter 11 plan. The May 15-June 14, 2017 Budget provides for: Anticipated Income $295,000 Anticipated Expenses $273,938 A copy of the Debtor's request and the Budget is available at: http://bankrupt.com/misc/ncwb17-10207-2.pdf About Carol Lloyd Headquartered in Asheville, North Carolina, Carol Lloyd, Inc., doing business as MMDS of Asheville, has been providing X-ray laboratory services (including dental) since 2004. Carol Lloyd, Inc., is an affiliate of MMDS of North Carolina Inc., which sought bankruptcy protection on April 7, 2017 (Bankr. E.D.N.C. Case No. 17-01749). Carol Lloyd, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 17-10207) on May 15, 2017, estimating its assets at up to $50,000 and liabilities between $1 million and $10 million. The petition was signed by Lloyd M. Williams, III, authorized representative. Judge George R. Hodges presides over the case. David R. Badger, Esq., at David R. Badger, P.A., serves as the Debtor's bankruptcy counsel. CARRIE STEFANI: Sale of Hoboken Property for $1.2M Approved ----------------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey authorized Carrie Stefani and Robert Phillips to redeem their interest in the real property known as 221 Monroe Street, Hoboken, New Jersey, also known as Lot 7, Block 38, Hoboken, New Jersey; and sell such property to 221 Monroe Street Associates, LLC, for $1,200,000. The sale is free and clear of all liens, judgments, claims and encumbrances. The Debtor may utilize the cash proceeds from the sale to redeem the property from foreclosure in the action pending in the Superior Court of New Jersey, Hudson County. The parties to such action are granted relief from the Automatic Stay of Bankruptcy Code Sec. 362(a) to the extent necessary to permit such redemption. The Debtor may utilize the cash proceeds from the sale to pay all ordinary closing costs and expenses, including legal fees, tax certificates, real estate taxes, water and/or sewer liens and other municipal charges, realty transfer fees and recording costs. All other valid liens, claims and encumbrances against the Property (if any) will attach to the net cash proceeds of the sale. Counsel to the Debtor will hold the net proceeds of the sale in escrow pending further order of the Court. The Debtors are authorized to employ W. Mark O'Brien, Esq., at Flowers & O'Brien, LLC as Special Real Estate Counsel to represent them in connection with the sale authorized in the Order. At the closing of the sale authorized, the Debtors may utilize the sale proceeds to pay Special Real Estate Counsel a flat fee of $3,500 as compensation for legal services. The Stay of Order provided by Fed. R. Bankr. P. 6004(h) will not apply to the Order. Carrie Stefani and Robert Phillips sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-17255) on April 10, 2017. The Debtors tapped John O'Boyle, Esq., at Norgaard O'Boyle, as counsel. CBAK ENERGY: Incurs $2.06 Million Net Loss in First Quarter ----------------------------------------------------------- CBAK Energy Technology, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of US$2.06 million on US$3.71 million of net revenues for the three months ended March 31, 2017, compared to a net loss of US$1.90 million on US$3.19 million of net revenues for the three months ended March 31, 2016. As of March 31, 2017, CBAK Energy had US$97.30 million in total assets, US$86.45 million in total liabilities and US$10.84 million in total shareholders' equity. As of March 31, 2017, the Company had cash and cash equivalents of $0.4 million. Its total current assets were $35.2 million and its total current liabilities were $57.0 million, resulting in a net working capital deficiency of $21.8 million. These factors raise substantial doubts about the Company's ability to continue as a going concern. As of March 31, 2017, the Company had unutilized committed banking facilities of $0.4 million. "We are currently expanding our product lines and manufacturing capacity in our Dalian plant, which require more funding to finance the expansion," said the Company in the report. "We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. We plan to renew these loans upon maturity, if required, and plan to raise additional funds through bank borrowings and equity financing in the future to meet our daily cash demands, if required. However, there can be no assurance that we will be successful in obtaining this financing. If our existing cash and bank borrowing are insufficient to meet our requirements, we may seek to sell equity securities, debt securities or borrow from lending institutions. We can make no assurance that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of equity securities, including convertible debt securities, would dilute the interests of our current shareholders. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer. "In the meanwhile, due to the growing environmental pollution problem, the Chinese government is currently providing vigorous support to the new energy facilities and vehicle. It is expected that we will be able to secure more potential orders from the new energy market, especially from the electric car market. We believe with that the booming future market demand in high power lithium ion products, we can continue as a going concern and return to profitability." A full-text copy of the Form 10-Q is available for free at: https://is.gd/TRgIop About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc., incorporated on Oct. 4, 1999, is a holding company. The Company and its subsidiaries are principally engaged in the manufacture, commercialization and distribution of a range of standard and customized lithium ion (Li-ion) rechargeable batteries for use in an array of applications. The Company's products are sold to packing plants operated by third parties primarily for use in mobile phones and other electronic devices. The Company conducts its manufacturing activities in China. China Bank is the first China-based lithium battery company listed in the U.S., in January 2005 (NASDAQ: CBAK). The Company's subsidiaries include China BAK Asia Holdings Limited (BAK Asia), Dalian BAK Trading Co., Ltd. (Dalian BAK Trading), and Dalian BAK Power Battery Co., Ltd. (Dalian BAK Power). Dalian BAK Trading focuses on the wholesale of lithium batteries and lithium batteries' materials, import and export business, and related technology consulting services. Dalian BAK Power focuses on the development and manufacture of high-power lithium batteries. China BAK reported a net loss of US$12.65 million for the year ended Sept. 30, 2016, following net profit of $15.87 million for the year ended Sept. 30, 2015. As of Dec. 31, 2016, CBAK Energy had US$92.11 million in total assets, US$79.43 million in total liabilities and US$12.67 million in total shareholders' equity. Centurion ZD CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Sept. 30, 2016. All these factors raise substantial doubt about its ability to continue as a going concern. CCH JOHN: Court Says Motion For Cash Collateral Use Moot -------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has denied CCH John Eagan II Homes, L.P.'s request to continue using cash collateral for the period following confirmation of the Debtor's Chapter 11 plan, saying that authorization for the use of cash collateral is not necessary, or appropriate. As reported by the Troubled Company Reporter on Feb. 9, 2017, the Court authorized the Debtor to use cash collateral through April 30, 2017. Prior to the end of the period covered by that most recent cash collateral order, on March 20, 2017, the Court entered the order confirming the Debtor's third amended plan of reorganization. Accordingly, the Debtor was authorized to use cash collateral through the entry of the confirmation court order. Upon confirmation of a Chapter 11 plan, unless the plan or the confirmation court order provide otherwise, all property of the estate vests in the Debtor. In this case, neither the Plan nor the confirmation court order contains a contrary provision. Upon entry of the confirmation court order in this case, there was no longer any property of the estate and so there was no cash collateral. After entry of the confirmation court order, nothing in Section 363 prohibited the Debtor from using its cash, negotiable instruments, documents of title, securities, deposit accounts, or other cash equivalents. A copy of the court order is available at: http://bankrupt.com/misc/flsb15-31082-719.pdf About CCH John Eagan II Homes Headquartered in Palm Beach Gardens, Florida, CCH John Eagan II Homes, L.P., owns and operates a 180 unit multifamily apartment complex in Atlanta, Georgia commonly known as Magnolia Park Apartments Phase II. CCH John Eagan II Homes filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-31082) on Dec. 1, 2015. The petition was signed by Yashpal Kakkar, managing member, CCH John Eagan II Partners, LLC, GP. At the time of the filing, the Debtor estimated assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Erik P. Kimball presides over the case. Eric A. Rosen, Esq., at Fowler White Burnett, P.A., is serving as bankruptcy counsel to the Debtor. Robert P. Hein, Esq., at Robert P. Hein, P.C., and Fowler, Hein, Cheatwood & Williams, P.A., are serving as the Debtor's special counsel evictions attorney. Robert Ryan, MAI, of Meridian Advisors, has been tapped as appraiser. No official committee of unsecured creditors has been appointed in the case. CDR HRB: S&P Revises Outlook to Negative & Affirms 'B' CCR ---------------------------------------------------------- S&P Global Ratings revised its rating outlook on Stamford, Conn.-based CDR HRB Holdings Inc. and subsidiary High Ridge Brands Co. (HRB) to negative from stable. At the same time, S&P affirmed its 'B' corporate credit rating on both companies and 'CCC+' issue-level rating on HRB's $250 million 8.875% senior unsecured notes due 2025. The recovery rating on the notes is '6', indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a default. Gross debt outstanding as of March 31, 2017 was $475.4 million. "The outlook revision to negative from stable reflects HRB's weak performance in the quarter ended March 31, 2017, including an over-30% pro forma adjusted EBITDA decline resulting from increased input costs, reduced consumption across the company's product categories, escalating competition, and unfavorable retailer actions," said S&P Global Ratings credit analyst Gerald Phelan. The negative outlook reflects the potential for a lower rating over the next six to 12 months if HRB is not be able to meaningfully improve profitability following its poor performance in the third quarter. S&P could lower the ratings if it believes adjusted debt to EBITDA will remain above 7.5x or free cash flow will fall well below S&P's $20 million annual forecast. This could result from business losses at large retail customers or other unfavorable actions with respect to pricing or shelf space; if consumer spending or traffic in key customer stores drops; if competition intensifies; or if input costs escalate. A lower rating could also result if HRB makes material debt-financed acquisitions without a clear rebound in performance. S&P could revise the outlook to stable if HRB is able to strengthen EBITDA and cash flow in line with S&P's forecast, including adjusted debt to EBITDA sustained comfortably below 7.5x. S&P believes this could happen if consumer spending holds up, HRB maintains and strengthens its shelf space with large retailers, input costs do not escalate, and competition does not intensify meaningfully. CENTRAL GROCERS: Gets Interim OK for New $205M Bankruptcy Loan -------------------------------------------------------------- Matt Chiappardi of Bankruptcy Law360 reports that U.S. Bankruptcy Judge Laurie Selber Silverstein has given Central Grocers Inc. interim approval of up to $205 million in postpetion financing from PNC Bank NA, to be used to help fund operations and a proposed auction in which Jewel Food Stores Inc. has put in a planned, $100 million stalking horse bid for 19 locations owned by Central Grocers and each of the stores' inventories. A hearing on a final approval of the bankruptcy loan is scheduled for early June, Law360 relays. About Central Grocers Joliet, Illinois-based Central Grocers, Inc. -- http://www.central-grocers.com/-- is a supplier to independent grocery stores in the Midwestern United States. Formed in 1917, Central Grocers is organized as a retail cooperative (co-op) owned by the independent supermarket retailers that Central supplies. Central Grocers is the seventh largest grocery cooperative in the United States. It supplies over 400 stores in the Chicago area with groceries, produce, fresh meat, service deli items, frozen foods, ice cream and exclusively the Centrella Brand distributor. Sales have grown to $2.0 billion per year over the past 94 years. Central Grocers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4, 2017. Eleven affiliates of the company also filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to 17-11003). The petitions were signed by Donald E. Harer, chief restructuring officer. At the time of the filing, the Debtors estimated their assets and debts at $100 million to $500 million. The cases are assigned to Judge Brendan Linehan Shannon. Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy counsel. The Debtors have also hired Richards, Layton & Finger P.A. as local counsel; Lavelle Law, Ltd., as general corporate counsel; Conway Mackenzie Inc. as financial advisor; and Peter J. Solomon Company as investment banker. Prime Clerk is the claims and noticing agent. The Official Committee of Unsecured Creditors formed in the cases retained Kilpatrick Townsend & Stockton LLP and Saul Ewing LLP as attorneys. CHARLOTTE RUSSE: Moody's Cuts CFR to Caa1, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Charlotte Russe, Inc.'s Corporate Family Rating ("CFR") and senior secured term loans to Caa1 from B3. The Probability of Default Rating was also downgraded to Caa1-PD from B3-PD and the outlook remains negative. "Despite improved results in fiscal 2016, operating performance over the next 12-18 months will continue to face headwinds in a difficult retail environment causing Charlotte Russe to be unable to improve its EBIT/Interest expense above 1.0 time, and making it more challenging for the company to refinance its capital structure which begins to come due in early 2019," said Moody's Analyst Dan Altieri. The downgrade to Caa1 reflects Moody's expectation that a challenging operating environment, including declining mall traffic trends and ongoing promotional activity, will constrain meaningful growth for Charlotte Russe, resulting in EBITDA remaining well below historical levels and credit metrics sustained near current levels. The negative outlook reflects Moody's expectation that the company will be challenged to address the maturities on its asset-based revolving facility ("ABL") and term loan which come due over the next 24 months without a more significant improvement in operating performance. Failure to address these maturities in a timely manner could result in additional negative rating actions. Moody's took the following rating actions: Issuer: Charlotte Russe, Inc. -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Probability of Default Rating, Downgraded to Caa1-PD from B3- PD -- $150 million Senior Secured Term Loan B due 2019 (approximately $141 million outstanding), Downgraded to Caa1 (LGD4) from B3 (LGD3) -- $80 million Senior Secured Term Loan B due 2019 (approximately $76 million outstanding), Downgraded to Caa1 (LGD4) from B3 (LGD3) -- Outlook, remains Negative RATINGS RATIONALE Charlotte Russe's Caa1 CFR reflects the company's weak interest coverage (EBIT/Interest Expense) which has remained below 1 time despite improvements to operating performance over the LTM period. The rating also reflects approaching debt maturities in the company's capital structure, the company's low operating margins, a history of aggressive financial policies, and event risk under private equity ownership. The rating benefits from improved operating performance seen through the fiscal 2016, including positive comp sales, improved merchandise margins, and higher EBITDA. The rating is also supported by the company's high, but modest leverage for the rating, and its adequate liquidity profile. The Caa1 rating assigned to the company's senior secured term loans is in line with the CFR since these loans represent a preponderance of funded debt. The term loans mature in May 2019 and have a 2nd lien position on the company's accounts receivable and inventory (ranking junior to the recently upsized $80 million asset-based revolver) and a 1st lien on substantially all other assets of the borrower. Charlotte Russe leases substantially all of its locations, therefore the company does not have meaningful real estate holdings. Ratings could be downgraded if operating performance worsens or fails to improve resulting in a weakened liquidity profile including an expectation that the company will be unable to refinance its capital structure prior to the debt coming current in 2018. An increased likelihood of default, such as expectations for a distressed exchange, could also result in a downgrade. Ratings could be upgraded if Charlotte Russe is able to drive revenue and earnings growth such that interest coverage (EBIT/Interest) is sustained above 1.0 time. An adequate liquidity profile and an expectation that the company will be able to address upcoming maturities without impairment to lenders would also be required for an upgrade. The principal methodology used in these ratings was Retail Industry published in October 2015. Headquartered in San Francisco, CA, Charlotte Russe, Inc. is a retailer of value-oriented `fast fashion' apparel and accessories, targeting 18-24 year old women. As of January 31, 2017, the company operated 564 retail stores in the US and Puerto Rico and generated sales through its ecommerce and mobile platforms. Revenue for the LTM period was $986 million. The company is owned by affiliates of Advent International and current management. CHINA FISHERY: Seeks OK of $20M Intercompany Bankr. Financing ------------------------------------------------------------- BankruptcyData.com reported that China Fishery Group's Chapter 11 trustee filed with the U.S. Bankruptcy Court a motion for an order authorizing the Company to obtain inter-company post-petition financing on a super-priority administrative claim basis. The motion explains, "The Trustee determined that certain of the non-Debtor affiliates in which CFG Peru Singapore has a direct or indirect interest, the CFG Peru Singapore Subsidiaries, would be a logical source of such funding. Third party lenders other than the CFG Peru Singapore Subsidiaries have been unwilling to lend to CFG Peru Singapore on its own given that CFG Peru Singapore has no operations of its own or assets other than its interest in the CFG Peru Singapore Subsidiaries and its other subsidiaries. Moreover, the CFG Peru Singapore Subsidiaries are currently in possession of funds generated from their operations and from the sale of non-core assets and expect to sell more non-core assets. As such, the CFG Peru Singapore Subsidiaries were a logical source for this short term financing. Lender is CFG Investment S.A.C. ('CFGI); borrower is CFG Peru Investments ('CFG Peru Singapore') and the commitment is $20,000,000. The interest rate is 8% and the default rate is 10%." The Court scheduled a June 6, 2017 hearing to consider the motion, with objections due by May 30, 2017. About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The cases are assigned to Judge James L. Garrity Jr. At the time of the filing, China Fishery Group estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CHINA NATURAL: Receives NASDAQ Notice on Delayed Form 20-F Filing ----------------------------------------------------------------- China Natural Resources, Inc., a company based in the People's Republic of China, on May 22, 2017, disclosed that it had received a letter ("Deficiency Letter") from The Listing Qualifications Department of The Nasdaq Stock Market, Inc., notifying the Company that, in as much as its annual report on Form 20-F for the year ended December 31, 2016 was not filed with the Securities and Exchange Commission ("SEC") on or prior to the prescribed due date, the Company no longer complies with Listing Rule 5250(c)(1), which requires listed companies to timely file their periodic reports with the SEC. The Deficiency Letter also states that the Company has until July 17, 2017 to submit a plan to regain compliance with Nasdaq listing requirements; and, if the plan is accepted by Nasdaq, the Company will then have until November 14, 2017 to file the delinquent report and thereby regain compliance. Until such time as the Company regains compliance with Nasdaq listing qualifications, an indicator reflecting the Company's non-compliance (typically in the form of an "E" added to the end of the Company's trading symbol) will be broadcast over Nasdaq's market data dissemination network and will also be made available to third party market data providers. On May 16, 2017 the Company issued a press release in which it reported that (a) the delay in filing the annual report is due to a delay in completing an audit of its Bolivian subsidiary that was acquired by the Company in December 2016 and (b) the Company anticipates that the delinquent annual report will be filed with the SEC on or before June 30, 2017. About China Natural Resources China Natural Resources, Inc. (NASDAQ: CHNR), a British Virgin Islands corporation, through its operating subsidiary, is currently engaged in trial production at its copper smelting plant in western Bolivia, and anticipates that commercial production will commence in the latter part of 2017. Revenues are expected from sales of copper cathodes in markets including Bolivia, Germany and China. The Company reported a net loss of US$5.471 million on US$2.825 million of revenue in 2015. The Company's balance sheet showed $7.956 million in assets against $9.846 million in liabilities as of Dec. 31, 2015. CHOUDRIES INC: Chapter 11 Trustee Taps R.B. Hill as Accountant -------------------------------------------------------------- Lawrence V. Young, the Chapter 11 Trustee of Choudries, Inc., dba Super Seven Food Mart, seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ R.B. Hill, Ltd. as accountant for the estate. The Chapter 11 Trustee will need the services of an accountant for the purpose of preparing the Debtor's 2015 and 2016 Federal and State Income Tax Returns. R.B. Hill will be compensated at hourly rates of between $150 and $200 plus a flat fee of $575 for the preparation of each years' tax returns. Any compensation shall be paid only upon approval by the Bankruptcy Court. Richard Blickstein of R.B. Hill 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. R.B. Hill can be reached at: Richard Blickstein R.B. HILL, LTD. 1964 Deer Path Road Harrisburg, PA 17110 Tel: (717) 329-8354 About Choudries, Inc. Headquartered in Mechanicsburg, Pennsylvania, Choudries Inc. dba Super Seven Food Mart filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 16-02475) on June 13, 2016, and is represented by Gary J. Imblum, Esq., at Imblum Law Offices, P.C. The petition was signed by Abdul Akhter, president. The Debtor estimated its assets and liabilities at between $1 million and $10 million each. Judge Mary D. France presides over the case. CLAYTON WILLIAMS: Moody's Withdraws All Ratings Over Noble Deal --------------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings for Clayton Williams Energy, Inc. The withdrawals follow Clayton Williams' acquisition by Noble Energy, Inc. (Noble, Baa3 stable) in April 2017 and the repayment of all of Clayton Williams' outstanding debt. Withdrawals: Issuer: Clayton Williams Energy, Inc. -- Probability of Default Rating, Withdrawn, previously rated Caa3-PD, on review for upgrade -- Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 -- Corporate Family Rating, Withdrawn, previously rated Caa3, on review for upgrade -- Senior Unsecured Regular Bond/Debentures, Withdrawn, previously rated Ca (LGD 5), on review for upgrade Outlook Actions: Issuer: Clayton Williams Energy, Inc. -- Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE On April 24, 2017, Noble acquired Clayton Williams following approval by the stockholders of Clayton Williams. All of the outstanding Clayton Williams senior notes were called for redemption by Clayton Williams prior to the close of the acquisition and have now been redeemed. Clayton Williams Energy, Inc. is an independent exploration and production company headquartered in Midland, Texas that was acquired by Noble Energy, Inc. in April 2017. CORE COMMUNICATIONS: Hires Offit Kurman as Counsel -------------------------------------------------- Core Communications Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Columbia to employ Offit Kurman, P.A. as counsel, under a general retainer. The Debtor requires Offit Kurman to: (a) advise the Debtor with respect to its powers and duties as Debtor in its continued and future financial affairs; (b) represent the Debtor in the prosecution and/or defense of any proceeding instituted to reclaim property or to obtain relief from the stay of Section 362(a) of the Bankruptcy Code; (c) prepare any necessary applications, orders, reports, notices, and other legal documents and to appear on the Debtor's behalf in proceedings instituted by or against the Debtor; (d) assist the Debtor in the preparation of schedules, statement of affairs, statement of executory contracts, and any amendments thereto which the Debtor is required to file in these proceedings; and (e) represent the Debtor in its dealings with his creditors. The Debtor desires to retain Gregory P. Johnson and Edward J. Tolchin, attorneys of Offit Kurman, whom it believes to be competent and experienced in such matters and familiar with the affairs of the Debtor, and requests that it be authorized to employ said counsel. Offit Kurman will be paid at these hourly rates: Edward J. Tolchin $385 Gregory Johnson $360 Offit Kurman will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Tolchin and Mr. Johnson 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. Offit Kurman can be reached at: Edward J. Tolchin, Esq. Gregory P. Johnson, Esq. OFFIT KURMAN, P.A. 4800 Montgomery Lane, 9th Floor Bethesda, MD 20814 Tel: (240) 507-1700 Fax: (240) 507-1735 E-mail: gjohnson@offitkurman.com etolchin@offitkurman.com About Core Communications Core Communications -- http://www.coretel.net-- provides Carriers, ISPs and ASPs with tailored telecommunications services, leveraging voice and data convergence. Core Communications Inc., based in Annapolis, Maryland, filed a Chapter 11 petition (Bankr. D.D.C. Case No. 17-00258) on May 2, 2017. The Hon. S. Martin Teel, Jr. presides over the case. Gregory P. Johnson, Esq., at Offit Kurman, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Christopher Van de Verg, general counsel. CROSBY US: Moody's Cuts CFR to Caa2; Outlook Stable --------------------------------------------------- Moody's Investors Service downgraded Crosby US Acquisition Corp.'s (Crosby) Corporate Family Rating (CFR) to Caa2 from Caa1 and Probability of Default Rating (PDR) to Caa2-PD from Caa1-PD. Concurrently, Moody's affirmed the ratings on the senior secured first lien credit facilities at Caa1 and downgraded the senior secured second lien debt rating to Ca from Caa3. The ratings outlook is stable. The ratings downgrade reflects Crosby's lower than expected operating performance, driven by an adverse operating environment from the recent trough in oil prices and weak industrial activity over 2015 and 2016. Depressed demand from the company's energy and industrial end market customers led to unprecedented revenue declines (by 40% since 2014) and weak EBITA margins in the low single digits, despite cost measures, resulting in negative annual free cash flow and very high financial leverage of over 10x (all metrics after Moody's standard adjustments). The leverage profile is inconsistent with a Caa1 rating. Moreover, although Moody's expects the credit metrics to improve moderately over the next year, given stabilizing conditions in certain end markets and anticipated efficiency gains, leverage is likely to remain elevated above 10x for the near term. Moody's took the following rating actions: Downgrades: Issuer: Crosby US Acquisition Corp. -- Corporate Family Rating, to Caa2 from Caa1 -- Probability of Default Rating, to Caa2-PD from Caa1-PD -- Senior Secured Second Lien Bank Credit Facility due 2021, to Ca (LGD6) from Caa3 (LGD6) Affirmations: Issuer: Crosby US Acquisition Corp. -- Senior Secured First Lien Revolver due 2018, at Caa1 (LGD3) -- Senior Secured First Lien Revolver due 2020, at Caa1 (LGD3) -- Senior Secured First Lien Term Loan due 2020, at Caa1 (LGD3) Outlook Actions: Issuer: Crosby US Acquisition Corp. -- Outlook, Remains Stable RATINGS RATIONALE The Caa2 CFR balances Moody's expectation of high financial leverage above 10x and the company's exposure to capital-intensive and cyclical end markets, against its global presence, good customer and product diversification, and strong brand recognition in highly engineered industrial lifting and rigging equipment. Moody's also anticipates that margins will improve over the next year (incl. EBITA margin approaching 10%), supported by ongoing cost and manufacturing efficiency initiatives and moderate organic top line growth (at least in the mid-single digits), based on positive trends in backlog orders, higher domestic oil rig counts and expectation of modest growth in the industrial sector. Moody's believes the company is likely to yield greater savings from its efficiency initiatives after completion of its facility upgrades. This is expected to occur by the end of Q3 2017 with the benefits likely to become fully realized through 2018. The company's adequate liquidity also lends support to the ratings. The adequate liquidity profile is characterized by an undrawn revolving credit facility with $65 million in commitments, good cash balances and no near term maturities for the majority of the debt structure. Moody's expect cash balances to be maintained in the $40 to $50 million range at a minimum over the next year. Moody's anticipates that capital expenditures will remain elevated as the company completes a major facility upgrade for which it has secured additional financing. Moody's believes cash balances, reported at $64 million as of December 31, 2016, and revolver availability should be sufficient to finance the company's cash outlays over the next 12 to 15 months. Moody's also expects Crosby to maintain good headroom under the springing first lien net leverage covenant, which applies if utilization exceeds 25% of the facility. There are no financial maintenance covenants on the rated term loans. The one-notch downgrade of the senior secured second lien bank credit facility to Ca incorporates the impact of the lower CFR and Moody's expectation of recovery in the liability structure under Moody's Loss Given Default waterfall. The stable ratings outlook is based on Moody's expectation that the company's credit metrics will improve modestly over the next year, benefiting from stabilizing fundamentals in the certain industrial end markets, including upstream energy, and efficiency gains. The stable outlook also anticipates that Crosby will maintain an adequate liquidity profile. Downwards rating momentum could occur with a weakening liquidity position, including a reliance on revolver borrowings for working capital needs, or if Moody's expects free cash flow generation to deteriorate further. A continued decline in operating results, leading to further declines in margins and/or an increase in financial leverage could also pressure the ratings as could shareholder-friendly actions that compromise creditor interests. The ratings could be upgraded if the company sustained an improvement in revenues and margins along with stabilizing to positive fundamentals across the company's end markets, such that Crosby demonstrated a capacity to maintain leverage below 8 times, EBITDA -- Capex / Interest above 1 times and at least an adequate liquidity profile. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Crosby US Acquisition Corp, a subsidiary of Crosby Worldwide Ltd, is a manufacturer of highly-engineered lifting and rigging equipment, as well as customized material handling solutions. The company is based in Tulsa, Oklahoma and had annual revenues of about $275 million during the fiscal year ended December 31, 2016. The company is owned by affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR). CYTORI THERAPEUTICS: Stockholders Elect Seven Directors ------------------------------------------------------- Cytori Therapeutics, Inc., held its 2017 annual meeting of stockholders on May 22, 2017, at which the stockholders: (1) elected David M. Rickey, Richard J. Hawkins, Marc H. Hedrick, M.D., Gregg A. Lapointe, Gary A. Lyons, Ronald A. Martell and Gail K. Naughton, Ph.D. as directors; (2) ratified the appointment of BDO USA, LLP, independent registered public accountants, to act as the Company's independent auditors for the fiscal year ending Dec. 31, 2017; (3) approved the amendment and restatement of the Company's 2014 Equity Incentive Plan; and (4) voted to hold an advisory vote on executive compensation every year. The Board of Directors will make a determination as to frequency of an advisory vote on the compensation of its executive officers based on the results. The Company is required to hold votes on the frequency of advisory votes on executive compensation at least every six years. About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss of $22.04 million for the year ended Dec. 31, 2016, compared to a net loss of $18.74 million for the year ended Dec. 31, 2015. BDO USA, LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. DAWSON INTERNATIONAL: Hires Deloitte as Tax Advisor --------------------------------------------------- Dawson International Investments (Kinross) Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Deloitte Tax LLP, as tax advisor to the Debtors. Dawson International requires Deloitte to advise and assist the Debtors in responding to (i) the State of Massachusetts taxing authority's notice with respect to a filed state income tax return, (ii) the New York City taxing authority's proof of claim allegations, and (iii) the Internal Revenue Service's notice with respect to a filed federal income tax return. Deloitte will be paid at these hourly rates: Partner/Principal/Managing Director $848-$928 Senior Manager $752-$792 Manager $648-$680 Senior Analyst $536 Staff $424 Deloitte will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Moehring, partner of Deloitte Tax LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Deloitte can be reached at: Adam Moehring DELOITTE TAX LLP 200 Berkeley Street, 7th Floor Boston, MA 02116 Tel: (617) 437-2000 About Dawson International Investments (Kinross) Inc. Dawson International is in the cashmere business. It comprises two trading divisions, based in the UK and the USA. The UK division comprises the Barrie Knitwear business, based in Hawick Scotland. It manufactures highest quality cashmere garments at its factory in the Scottish borders and sells to some of the world's most prestigious couture houses, department stores and private label retail outlets. Based in Natick, Massachusetts, Ilion Properties, Inc., Dawson International Investments (Kinross) Inc., Dawson International Properties, Inc., DCC USA Inc., and Dawson Luxury Garments LLC filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 16-11550 to 16-11554) on May 27, 2016. The Hon. James L. Garrity Jr. presides over the cases. Patrick L. Hayden, Esq., and Nathan S. Greenberg, Esq., at McGuireWoods LLP, serve as counsel to the Debtors. Deloitte Tax LLP has been tapped as tax service provider and Qualified Annuity Services, Inc. as pension plan consultants to the Debtors. Each of the Debtors estimated between $1 million to $10 million in both assets and liabilities. The petitions were signed by David G. Cooper, president and sole director. The U.S. Trustee has been unable to appoint an official committee of unsecured creditors in the Debtors' cases. DELAWARE SPORTS: Taps Hiller Law as Legal Counsel ------------------------------------------------- Delaware Sports Complex, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire legal counsel. The Debtor proposes to hire Hiller Law, LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Adam Hiller, Esq., the attorney designated to represent the Debtor, will charge an hourly fee of $375. Jackie Fox, an intern, will charge $200 per hour. Hiller received a retainer in the amount of $15,000, which it applied for work performed and expenses incurred prior to the from the Debtor's bankruptcy filing. Moreover, the Debtor will pay an additional $7,500, which the firm will hold as security during the case. In a court filing, Mr. Hiller disclosed that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam Hiller, Esq. Hiller Law, LLC 1500 North French Street, 2nd Floor Wilmington, DE 19801 Tel: (302) 442-7677 Email: ahiller@hillerarban.com About Delaware Sports Complex Delaware Sports Complex, LLC owns the Delaware Sports Complex, a 180-acre state-of-the art indoor and outdoor sports facility for training and play. Located in Middletown, Delaware, the complex serves as a hub for tournaments of all different sports. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-11175) on May 23, 2017. Daniel Watson, manager signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. DENBURY RESOURCES: Moody's Hikes CFR to Caa1; Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Denbury Resources Inc.'s Corporate Family Rating to Caa1 from Caa2, the ratings on its senior subordinated notes to Caa2 from Caa3 and the rating on the senior secured second lien notes due 2021 to B3 from Caa1. The Speculative Grade Liquidity Rating was affirmed at SGL-3. The outlook is stable. "The upgrade of Denbury's Corporate Family Rating reflects its improved capital structure and Moody's expectations it will grow production while spending within cash flows," said James Wilkins, Moody's Vice President -- Senior Analyst. The following summarizes the ratings. Ratings upgraded: Denbury Resources Inc. -- Corporate Family Rating -- Caa1 from Caa2 -- Probability of Default Rating -- Caa1-PD from Caa2-PD -- Senior Secured Regular Bond/Debenture -- B3 (LGD3) from Caa1(LGD3) -- Senior Subordinated Notes due 2021 -- Caa2 (LGD5) from Caa3 (LGD5) -- Senior Subordinated Notes due 2022 - Caa2 (LGD5) from Caa3 (LGD5) -- Senior Subordinated Notes due 2023 - Caa2 (LGD5) from Caa3 (LGD5) Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook: Outlook, Revised to Stable from Negative RATINGS RATIONALE The upgrade to a Caa1 CFR reflects improvements in Denbury's capital structure and Moody's expectation that the company will modestly grow its production in 2017-2018 as it increases capital expenditures, while limiting negative free cash flow. Denbury reduced balance sheet debt by approximately $530 million in 2016 through debt exchanges and open market repurchases. Its first quarter 2017 interest cost of $32 million (as reported, including amounts capitalized) is down one-third from the prior year quarter and interest coverage (EBITDA / interest expense, including Moody's analytical adjustments) was 2.5x. As the company ramps up its capital spending, it will start to slowly grow production volumes. Denbury has guided that its 2017 capital expenditures will be $300 million, up from $238 million in 2016 and 2017 production volumes will be roughly flat with the 2016 exit rate, but 2018 will show modest growth. Denbury has kept free cash flow generation near breakeven levels over the past year and would have had roughly breakeven free cash flow in the first quarter 2017, if it were not for the $27 million payment on settlement of commodity derivatives. Commodity price hedges contributed positively to cash flows in the first half 2016, but since then have been a headwind. Denbury, which predominately produces crude oil, has hedges on approximately one quarter of production for the second half 2017 and no hedges beyond 2017. Moody's expects Denbury to generate negative free cash flow of less than $100 million in 2017 and modest positive free cash flow in 2018. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that Denbury will have adequate liquidity, primarily supported by ample availability under its revolving credit facility which matures in December 2019. The revolver borrowing base, which was redetermined at $1.05 billion in May 2017 should be sufficient to meet Denbury's borrowing needs through 2018. There was $355 million of borrowings and $72 million of letters of credit outstanding under the revolving credit agreement resulting in more than $600 million of availability as of March 31, 2017. The credit facility's financial covenants limit senior secured debt (currently only revolver debt) to EBITDA to a maximum of 3.0x through 2018Q1 (2.5x thereafter) and require a minimum interest coverage ratio of 1.25x and a minimum current ratio of 1x. Moody's expects the company to remain in compliance with the financial covenants through 2018 and will generate slightly negative free cash flow in 2017 and positive free cash flow in 2018. The company's subordinated notes mature in 2021-2023 and the senior secured second lien notes mature in May 2021. The stable outlook reflects Moody's expectation that Denbury will produce flat to modestly growing volumes in 2017-2018, while limiting its negative free cash flow. The ratings could be upgraded if Denbury's retained cash flow to debt approaches 10%, while maintaining adequate liquidity. It would also need to demonstrate a growing trend in production while achieving a leveraged full-cycle ratio (LFCR) approaching 1x. The ratings may be downgraded if liquidity weakens or retained cash flow to debt deteriorates to less than 5% on a sustained basis. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Denbury Resources Inc., headquartered in Plano, Texas, is an independent oil and gas company with operations in the Gulf Coast and Rocky Mountain regions. The company has a significant emphasis on carbon dioxide enhanced oil recovery (CO2 EOR) operations used to recover oil from mature fields. DENTON HARDWOODS: Court Denies Bid for Cash Collateral Use ---------------------------------------------------------- The Hon. Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina has denied Denton Hardwoods, Inc.'s request to use cash collateral of Branch Banking and Trust Company. As reported by the Troubled Company Reporter on May 10, 2017, the Debtor sought permission from the Court to use cash collateral of BB&T. The Debtor does not have in place any credit facility which would allow for it to borrow funds for the purpose of operation thereby requiring them to use the cash generated from their operations to pay all expenses incurred in the ordinary course of business. If the cash on hand, cash generated from accounts receivable through the operation of the Debtor's business, cash generated from the use of the Debtor's inventory, and income from the Debtor's business are cash collateral, then the Debtor is restricted from using the same without either the consent of those parties claiming a secured interest on the cash collateral or court approval. About Denton Hardwoods Denton, North Carolina-based Denton Hardwoods, Inc., is in the business of drying, grading and preparing untreated timber. The Debtor has been in business since 2001 and through September 2015 of this year has had gross sales in excess of $300,000. Denton Hardwoods owns real property located at 8811 New Hope Road, Denton, North Carolina, which is used by the Debtor for production. Denton Hardwoods previously sought Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 15-11211) on Nov. 5, 2015. On April 28, 2017, Denton Hardwoods again sought bankruptcy protection (Bankr. M.D.N.C. Case No. 17-10510), estimating assets and liabilities between $100,001 and $500,000 each. The petition was signed by Robert Gray Conner, president and the holder of 100% of the stock. Phillip E. Bolton, Esq., at Bolton Law Group, was the Debtor's counsel in the 2015 case and continues to serve as the Debtor's bankruptcy counsel. Judge Lena Mansori James, who was also the case judge in the previous case, presides over the new case. DR. LUIS A VINAS: Wants to Continue Using Cash Collateral --------------------------------------------------------- Dr. Luis A. Vinas, MD, PA, asks, for the second time, for permission from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral. The Court previously granted a motion by the Debtor to use cash collateral to fund ongoing ordinary and necessary operations itemized on the Budget for the period commencing on April 17, 2017, and ending on May 16, 2017. King's Cash Group, LG Funding LLC, Pearl Capital Rivis Ventures, Bank United and On Deck Capital ("Secured Claimants") may claim an interest in cash collateral. The Debtor wants to use cash collateral to continue to operate the Debtor's plastic surgery business, to allow for the recovery of existing accounts receivables and conversion to cash of existing receivables and for the expenditures of prepetition receivables and postpetition receipts. Unless authorized to use the cash received in the ordinary course of business, the Debtor will be unable to remain in business and provide the necessary services and care for the patients whose health and safety is dependent upon the ability to provide the necessary care. These expenditures also must be made to maintain compliance with the various regulatory and licensing agencies who have authority over the Debtors' affairs. In addition, the estate is administratively insolvent. Therefore, in the absence of the ability to spend and reorganize, all creditors will receive less than their allowed claims and most will receive no distribution at all. The Secured Claimants have not consented to the Debtor's use of cash collateral. As adequate protection for the use of the cash collateral, the Debtor will, with the Court's permission, grant the Secured Claimants a continuing lien on cash and other receivables. In addition, by remaining a going concern the Debtor will be able to collect its existing accounts receivable and will be a benefit to the other creditors of the Debtor's estate. Finally, the Debtor will be able maintain operations and therefore generate new and future receivables all of which will provide adequate protection for the use of its cash collateral. No additional liens, other than replacements liens, in the cash, will be provided to the Secured Claimants. Adequate protection will be provided by the increase in value of collateral (i.e. the realization of the accounts receivable) by virtue of the continued orderly operations of the business, and monthly interest payments as reflected in the budget. Copies of the Motion and the Budget are available at: http://bankrupt.com/misc/flsb17-14765-41.pdf http://bankrupt.com/misc/flsb17-14765-41-1.pdf About Dr. Luis A. Vinas, MD PA. Dr. Luis A. Vinas, MD PA, is engaged in the health care business and is 100% owned by Dr. Luis A. Vinas. Dr. Vinas is Board Certified by The American Board of Plastic Surgery. For over two decades, Dr. Vinas has been nationally recognized for his surgical techniques and minimally invasive surgical procedures. Dr. Vinas is a plastic surgeon specializing in cosmetic and reconstructive surgery including facelifts, tummy tucks, breast augmentation, single-stage breast reconstruction, liposuction, body contouring, and anti-aging procedures. Dr. Luis A. Vinas, MD PA, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-14765) on April 17, 2017. Luis A Vinas, MD, president and 100% owner, signed the petition. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is represented by Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A. At the time of filing, the Debtor had estimated assets of at least $50,000 and liabilities ranging from $1 million to $10 million. DRAFT BARS: Hires Christine A. Roberts as Bankruptcy Counsel ------------------------------------------------------------ Draft Bars LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Offices of Christine A. Roberts PLLC, as general bankruptcy counsel. On February 21, 2017, an Order was entered approving the employment of The Furnier Muzzo Group LLC, as general bankruptcy counsel to the Debtor. Christine A. Roberts is no longer with The Furnier Muzzo Group LLC and has established her own new firm effective as of April 3, 2017. Draft Bars requires Christine A. Roberts to: a. prepare on behalf of the Debtor and debtor in possession, all necessary or appropriate motions, applications, orders, answers, reports and other papers in connection with the administration of the Debtor's estate; b. take necessary and appropriate actions in connection with a plan of reorganization and related disclosures statements and all related documents and such further actions as may be required actions in connection with the administration of the case; c. take any and all necessary actions to protect and preserve the estate of the Debtor, including the prosecution of actions of the Debtor's behalf, the defense of any actions against the Debtor, the negotiations of disputes in which the Debtor is involved and objections to claims filed against the Debtor's estate; and d. perform all other necessary legal services in connection with the Chapter 11 case. Christine A. Roberts will be paid at these hourly rates: Attorney $300 Paralegals/Legal Assistants $50 Christine A. Roberts will also be reimbursed for reasonable out-of-pocket expenses incurred. Christine A. Roberts, member of The Law Offices of Christine A. Roberts PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Christine A. Roberts can be reached at: Christine A. Roberts, Esq. THE LAW OFFICES OF CHRISTINE A. ROBERTS PLLC 3815 S. Jones Blvd. Suite 5 Las Vegas, NV 89103 Tel: (702) 728-5285 E-mail: christine@crobertslaw.net About Draft Bars LLC Draft Bars LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-16656) on Dec. 15, 2016. The petition was signed by Michael Manion, managing member. The case is assigned to Judge Mike K. Nakagawa. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Christine A Roberts, Esq., at The Furnier Muzzo Group LLC serves as the Debtor's legal counsel. E&I HOLDINGS: Hires Clean Water as Consultant --------------------------------------------- E&I Holdings LP, Wise Kosher Natural Poultry, Inc., PA Farm Products, LLC and E&I Management, LLC seek authorization from the U.S. Bankruptcy Court for the Eastern District of New York to employ Clean Water, Inc. as consultant. The Debtors require Clean Water to: (a) conduct an onsite evaluation of the wastewater treatment plant operating system (the "WWTP") to determine if any damage exists that may prevent the WWTP from operating to its design capacity in the future; (b) prepare a report describing the damage, if any; and (c) prepare a report suggesting any needed repairs. Clean Water advised the Debtors its willingness to serve as consultant and to accept compensation from a third party, expected to be one of the Debtors' principals. Until the plant is operations, the charges will be $75 per hour, and expenses associated with commuting to the job site will be billed at $0.65 per mile. Clean Water will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Norris, president of Clean Water, 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. Clean Water can be reached at: Brian Norris CLEAN WATER, INC. 170 Dallas St. Atglen, PA 19310 About E&I Holdings LP E&I Holdings LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-45751) on December 28, 2015. The case is jointly administered with the Chapter 11 cases of E&I Management, LLC (Bankr. E.D.N.Y. Case No. 15-45754) and PA Farm Products, LLC (Bankr. E.D.N.Y. Case No. 15-45755) filed on December 28, 2015; and the case of Wise Kosher Natural Poultry, Inc. (Bankr. E.D.N.Y. Case No. 15-44725) filed on October 16, 2015. At the time of the filing, E&I Holdings estimated its assets and liabilities at $1 million to $10 million. The other Debtors estimated their assets of less than $100,000 and liabilities of $1 million to $10 million. The petitions were signed by Issac Wiesenfeld, E&I Holdings general partner. EAGAN AVENATTI: Hires Baker & Hostetler as Counsel -------------------------------------------------- Eagan Avenatti, LLP, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Baker & Hostetler LLP, as counsel to the Debtor. Eagan Avenatti requires Baker & Hostetler to: a. advise the Debtor to its rights and duties in the bankruptcy case; b. prepare pleadings related to the case, including a disclosure statement and a plan of reorganization; c. negotiate with creditors in the case with respect to treatment under the Plan of Reorganization; d. solicit acceptances for the Disclosure Statement and a Plan of Reorganization; and e. take any and all other necessary action incident to the proper preservation and administration of the estate. On March 15, 2017, Global Baristas US, LLC, paid a retainer to Baker & Hostetler of $100,000 for fees and expenses incurred on the Debtor's behalf in connection with the bankruptcy case. On March 3, 2017 through March 10, 2017, Global Baristas paid Global Baristas fees and costs totaling $22,627.88 from the $100,000 retainer, leaving $77,375.12. On or before April 12, 2017, Global US shall pay an additional retainer to Global Baristas of $100,000, for a collective Chapter 11 retainer of $177,375.12. Baker & Hostetler will also be reimbursed for reasonable out-of-pocket expenses incurred. Elizabeth A. Green, member of Baker & Hostetler LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Baker & Hostetler can be reached at: Elizabeth A. Green, Esq. BAKER & HOSTETLER LLP 200 South Orange Avenue Orlando, FL 32801-3432 Tel: (407) 649-4000 Fax: (407) 841-0168 About Eagan Avenatti, LLP Headquartered in Newport Beach, California, Eagan Avenatti LLP is a firm that provides legal services specializing in commercial, civil law and business litigation cases. Eagan Avenatti filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-11878) on May 10, 2017. The Hon. Catherine E. Bauer presides over the case. Elizabeth A. Green, Esq., at Baker & Hostetler LLP, serves as bankruptcy counsel. An involuntary case under Chapter 11 was previously filed against Eagan Avenatti on March 1, 2017 (Bankr. M.D. Fla. Case 6:17-bk-01329). That case was transferred to Santa Ana Division and reassigned to Bankruptcy Judge Catherine E. Bauer under the new case number 17-11878-CB. EAGLECLAW MIDSTREAM: S&P Assigns 'B+' CCR; Outlook Stable --------------------------------------------------------- S&P Global Ratings said it assigned its 'B+' long-term corporate credit rating to Midland, Texas-based EagleClaw Midstream Ventures LLC. The outlook is stable. At the same time, S&P Global Ratings assigned its 'B+' issue-level rating and '3' rating to the company's $1.25 billion senior secured term loan due 2024. The '3' recovery rating indicates lenders can expect meaningful (50%-70%; rounded estimate 65%) recovery in a default scenario. "Our 'B+' rating on EagleClaw reflects the volumetric risk inherent in the operations, lack of geographic diversity, a relatively small scale of operations, and a highly leveraged capital structure," said S&P Global Ratings credit analyst Tatenda Chirusa. The Permian basin's favorable economics; long-term fixed-fee contracts with a diverse group of counterparties; and the credit facilities project finance-style structure, which accelerates the deleveraging efforts, partially offset these credit risks. The weak business risk assessment reflects S&P's view that EagleClaw's cash flows are susceptible to fluctuations in the throughput volumes flowing through its systems. Although approximately 80% of revenues come from long-term, fixed-fee agreements with no direct commodity price exposure, S&P expects the proportion to increase to 90% by 2020. A decline in the number of rigs drilling in EagleClaw's dedicated area could result in reduced throughput volumes on its pipelines and processing facilities. S&P believes the Permian is one of the most economic basins in North America, with very low oil-break-evens, which should sustain volumes even at low oil prices. The company's contracts are with a diverse group of 19 customers and have an average remaining life of approximately 10.6 years. However, what S&P views as high counterparty risk offsets this, with approximately 35% of the customers in the speculative-grade category and another 64% not rated. "We assess EagleClaw's financial risk profile as highly leveraged, mainly because of the addition of $1.35 billion of credit facilities to fund the company's acquisition by Blackstone. In April 2017, Blackstone reached an agreement to acquire a majority stake in EagleClaw for about $2 billion, and will use term loan proceeds to fund the acquisition. S&P expects leverage to initially be elevated because of the additional debt, but expect corresponding cash flows to increase as projects under construction enter service by January 2018. S&P expects leverage to improve below 6x in 2018 and 4x in 2019. S&P attributes the improving leverage to the increase in cash flow, mainly from the commissioning of the projects in progress. Due to the heavy capital spending over S&P's outlook period, S&P do not expect the company to be free cash flow positive until 2020, so do not expect any excess cash flow swept as per cash sweep requirements. The stable outlook reflects S&P's view that EagleClaw will execute on its build-out of gas gathering, compression and processing infrastructure in the highly cost-competitive Permian basin. S&P expects system volume throughput to expand as the projects in construction enter service and volumes remain supported by long-term, fixed-fee contracts. Under S&P's base-case scenario, it expects debt-to-EBITDA to decline to below 6x in 2018 and 4x in 2019, mainly because of the additional cash flows from commissioning of projects under development. S&P could consider lowering the rating if it expects debt-to-EBITDA were to stay above 5.5x by 2019, which would likely be due to lower-than-expected volumes when facilities enter service, or increased levels of debt to finance the capital spending. In addition, if S&P believes delays or cost overruns at the projects under construction delay the company becoming cash flow positive, S&P might lower the rating. Although S&P doesn't expect it over out two-year outlook period, S&P could raise the rating if it sees an increase in the scale and scope of the operations, improved diversity by commodity-type and geography, the addition of investment-grade counterparties, and debt-to-EBITDA staying below 4.5x. EMERALD COAST: Taps Northwest Florida Auction Group as Auctioneer ----------------------------------------------------------------- Emerald Coast Eateries, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Florida to employ Northwest Florida Auction Group, Inc., as auctioneer to the Debtor. Emerald Coast requires Northwest Florida to auction, market and sell the Debtor's properties, which include restaurant furnishing, equipment and other personal property, currently held in storage pods in Milton Florida. Northwest Florida will be paid 30% of the proceeds from auction. Northwest Florida will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Sparling, president of Northwest Florida Auction Group, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Northwest Florida can be reached at: Brian Sparling NORTHWEST FLORIDA AUCTION GROUP, INC. 1319 Lewis Turner Blvd Fort Walton Beach, FL 32547 Tel: (850) 862-0914 Fax: (850) 862-4718 About Emerald Coast Eateries, Inc. Emerald Coast Eateries, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 17-30095) on Feb. 3, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Natasha Z. Revell, Esq., at Zalkin Revell, PLLC. ERNEST VICKNAIR: Selling LSU Football Tickets and Parking Passes ---------------------------------------------------------------- Ernest Vicknair asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to authorize the purchase and sale of LSU football tickets and parking passes for $13,550. Prior to filing bankruptcy, the Debtor paid $17,785 to the Tiger Athletic Foundation. The Debtor now has an opportunity to purchase LSU football tickets and parking passes. The Description of the tickets and parking passes are: a. Four 2017 Stadium Club Seats (CLUB: 205C seats 24-27). The Debtor paid Tiger Athletic Foundation prepetition $10,680 for the tickets which price of $1,700, due May 31, 2017. b. Twelve 2017 West Upper Deck (Section 614 Row 1, Seats 1-6: Section 614, Row 2, Seats 1-6). The Debtor paid Tiger Athletic Foundation prepetition $5,040 for the tickets. The price of the tickets is $5,100, due May 31, 2017. c. One 2017 Reserved Parking Permit Lot 107. The Debtor paid Tiger Athletic Foundation prepetition $425 for the permit. The permit is $300, due May 31, 2017. d. One 2017 Reserved Parking Permit Lot 401. The Debtor paid Tiger Athletic Foundation prepetition $425 for the permit. The permit price is $300, due May 31, 2017. e. One 2017 Unreserved Parking Permit Lot 404. The Debtor paid Tiger Athletic Foundation prepetition $200. The permit price is $300, due May 31, 2017. f. One 2017 Reserved Parking Permit Lot 403. The Debtor paid Tiger Athletic Foundation prepetition $400 for the permit. g. Two 2017 South Endzone (Section 424, Row 6, Seats 7 & 8). The Debtor paid Tiger Athletic Foundation prepetition $615 for the tickets. The price of the tickets is $850, due May 31, 2017. The Debtor has received an offer from these Purchasers to purchase these tickets and parking passes for the total purchase price of $13,555: Proposed Year Quantity Description Proposed Buyer Sale Price ---- -------- ----------- -------------- ---------- 2017 12 West Upper Deck Quentin Salgoust $10,140 (Section 614 Row 1, Seats 1-6: Section 614, Row 2, Seats 1-6) 2017 1 Reserved Parking Beau Montou $725 Permit Lot 107 2017 1 Reserved Parking Brad Sonier $725 Permit Lot 401 2017 1 Unreserved Parking Bart Broussard $500 Permit Lot 404 2017 2 South Endzone Beau Montou $1,465 (Section 424, Row 6, Seats 7 & 8) The total cash required to purchase the tickets and parking permits is $8,550 plus a $15 processing fee. The tickets and parking permits must be purchased via credit card by May 31, 2017. If the tickets are not purchased by that date, the Debtor will lose the right to purchase the tickets and essentially lose the amount paid to the Tiger Athletic Foundation. Salgoust will pay the $10,140 sales price within 15 days of the Court approving the sale. The remaining Purchasers will pay the sales price in a lump sum when the tickets and permits are received by the Debtor and delivered to the respective Purchasers. This is anticipated to be in mid-August 2017. Since the Debtor does not have a credit card and the tickets have to be purchased via credit card, the Debtor's daughter, Kristie Currie, has agreed to purchase the tickets with her credit card provided the Debtor pays her the full amount of $8,550 plus a $15 processing fee, charged by LSU, when the Debtor receives payment from Salgoust. There are no known security interests that encumber the tickets and parking permits that the Debtor seeks to sell. The Debtor does not seek to sell the remaining tickets, namely the four Stadium Club Seats (CLUB: 205C seats 24-27) and one Reserved Parking Permit Lot 403, at this time. The Debtor anticipates these tickets will be sold on a game by game basis. The post-petition cost of these seats is $1,700 per ticket. There are seven home games. The Debtor asks permission to sell each game ticket for no less than $350 each. If Debtor can sell at least five of the 28 game tickets, the Estate would receive more than the post-petition cost of the game tickets. There is no post-petition cost of the parking ticket. The Debtor asks to sell the parking ticket for at least $50 for each game. Each sale would produce a postpetition profit for the Estate. The sale of the tickets is in the best interest of the bankruptcy estate as the Debtor will receive a net amount of $4,990 plus any amount received from the sale of the four remaining tickets and one parking permit. Accordingly, the Debtor asks the Court to enter an Order authorizing him to sell the LSU football tickets and parking permits as set forth, and for such other or further relief as is just and equitable. Counsel for the Debtor: Eric J. Derbes, Esq. Frederick L. Bunol, Esq. THE DERBES LAW FIRM, L.L.C. 3027 Ridgelake Drive Metairie, LA 70002 Telephone: (504) 837-1230 Facsimile: (504) 832-0322 E-mail: ederbes@derbeslaw.com Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm, LLC as counsel. ESPLANADE HL: Has Access to FMB Cash Collateral Until July 2 ------------------------------------------------------------ Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Esplanade HL, LLC, and its affiliated debtors to continue using the cash collateral of First Midwest Bank through July 2, 2017. The approved cash collateral Budget covering the period from May 29, 2017 through July 2, 2017 reflects total expenses in the aggregate sum of $45,424 for Belvidere; $42,072 for Esplanade HL; $42,295 for Esplanade Drive, and $81,390 for 9501 W. 144th Place. Big Rock Ranch, LLC, has agreed to make monthly payments of $1,828 to First Midwest Bank. First Midwest Bank is granted valid, binding and properly perfected postpetition security interests and replacement liens on the prepetition collateral, in addition to all existing security interests and liens and held by First Midwest Bank in and to the prepetition collateral, but only to secure the amount equal to the collateral diminution and subject to the payment of the U.S. Trustee's fees and payment of all expenses in the Debtors' proposed Budget. All proceeds of the Prepetition Collateral that would be subject to First Midwest Bank's security interests or liens will also be subject to the Adequate Protection Liens. First Midwest Bank's liens on and security interests in the Collateral, will be subordinate and subject only to any unpaid fees payable pursuant to 28 U.S.C. Section 1930 and any unpaid fees payable to the Clerk of the Court or the U.S. Trustee. Judge Doyle directed the tenants of each of the Debtors' respective properties to pay rents, as follows: (a) Belvidere tenants will pay rents to the Belvidere; (b) Esplanade HL will pay rents to the Esplanade HL; (c) Esplanade Drive tenants will pay rents to Esplanade; and (d) 9501 W. 144th Place tenants will pay rents to 9501 W. 144th Place. The hearing to consider entry of a ninth interim cash collateral order is set for on June 28, 2017 at 10:30 a.m. A full-text copy of the Eighth Interim Order, dated May 25, 2017, is available at https://is.gd/DlsIBL About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct. 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's case is assigned to Judge Donald R Cassling. 9501 W. 144th Place's case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors have requested the joint administration of their cases. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. ESTRATEGIAS EN VALORES: Chapter 15 Case Summary ----------------------------------------------- Chapter 15 Debtor: Estrategias en Valores S.A., et al. Calle 98#21-50 PH Bogota, Colombia Type of Business: Estrategias en Valores ("Estraval") was a finance company engaged in the business of buying and selling pagare libranzas, which are consumer loans made to an indivdiual secured by their paycheck. Foreign Proceeding: Interventional Judicial Liquidation of Estrategias en Valores, S.A. et al. in Colombia. Chapter 15 Petition Date: May 25, 2017 Chapter 15 Lead Case No.: 17-16559 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Foreign Representative: Luis Fernando Alvarado Ortiz, the liquidator appointed in Colombia Foreign Representative's Counsel: Michael C Fasano, Esq. FASANO LAW FIRM, PLLC 333 SE 2nd Ave Miami, FL 33131 Tel: 786 871 3327 E-mail: mfasano@fasanolawfirm.com - and - RIVERO MESTRE LLP Andres Rivero, Esq. Charles Whorton, Esq. Kirk Villalon, Esq. 2525 Ponce de Leon Boulevard Suite 1000 Miami, FL Tel: (305) 445-2505 E-mail: arivero@riveromestre.com cwhorton@riveromestre.com amegovern@riveromestre.com kvillalon@riveromestre.com Estimated Assets: Not Indicated Estimated Debt: Not Indicated A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb17-16559.pdf ESTRATEGIAS EN VALORES: Probe Into US$220M Fraud Still Ongoing -------------------------------------------------------------- The liquidator appointed in the liquidation proceedings of Estrategias en Valores S.A. ("Estraval") said the investigation into the fraud perpetrated by the company and its principals remain ongoing. Luis Fernando Alvarodo Ortiz, the court-appointed liquidator, estimates that Estraval, which guaranteed returns of 14% to 21% from the sale of securities packaged from consumer loans known as "pagare libranzas" before its collapse in 2015, defrauded investors for more than 600 billion Colombian pesos (approximately US $220 million). Mr. Ortiz says he has identified at least 4,600 direct victims of the Estraval fraud. According to Mr. Ortiz, the Colombian government on Jan. 23, 2017, intercepted principal Cesar Mondragon at a Bogota airport after he returned from Miami (where he deposited US $l00,000 in cash). As part of a sting operation with the help of the Colombian law enforcement officials, including the DEA, the Colombian government arrested principals Cesar Mondragon and Juan Carlos Bastidas, as well as Rosalba FonseLa, Angela Marina Daza, Jose Ivan Castiblanco Fuquene, Pedro Harold Carvajal, and Ferna do Joya Rodriguez, who were all high-level managers involved in the Estraval fraud. These individuals have been charged with committing financial and aggravated fraud, massive collection of public money, failing to reimburse public proceeds money laundering, conspiracy, falsification of private documents, and illicit enrichment in Colombia. Pagare Libranzas Pagare libranzas are consumer loans made to an individual secured by their paycheck. A borrower would apply for a pagare libranza through a lender, and monthly principal and interest payments would be deducted from the borrower's paycheck until the loan was paid. The Colombian government permitted the issuance of pagare libranzas as a way to offer more opportunities for the growing Colombian lower and middle class to obtain credit. While the market for these loans was initially unregulated, the Colombian government instituted a regulatory framework for pagare libranzas and their derivative financial products in 2012. Pagare libranzas were initially issued by "bookkeeping cooperatives" that would make a loan directly to consumers. The cooperatives would then sell booklets of libranza notes to third-party investment firms, such as Estraval. This is where, in the case of Estraval and several other Colombian investment firms, including some of the Debtors, rampant fraud began to develop. Estraval bought libranza notes in bulk and then packaged them into securities. Each security, which represented a group of pagare libranzas would then be documented by a single promissory note. Estraval then began selling these new promissory notes through false advertising to anyone -- rich, poor, and everyone in between -- who was willing to listen. Ponzi Scheme The company claimed that Estraval libranza notes "guaranteed" returns of 14% to 21%, while failing to disclose that the notes came with that the notes came with a risk of default. Additionally, Estraval failed to warn investors that libranza contracts contained no prepayment penalties and that many loans would be paid off early, thus reducing interest income. Using false and predatory solicitation methods, Estraval made millions selling risky investments while warranting that they were safe. The millions earned through the scheme were not enough for Estraval and its principals. As the market for libranza notes became larger, the company began opening dozens of "bookkeeping cooperatives" to sell individual libranza loans to vulnerable individuals looking to secure credit with their livelihoods. This increased the pool of loans that could be packaged by Estraval and sold to other unsuspecting investors. Estraval's need to continually create notes was fueled by the fundamental problem with its scheme. The libranza notes were not generating the "guaranteed" returns as promised. Estraval's solution was to use a portion of their fees from selling the notes to new investors to supplement older investors' returns. By the mid-2000s, Estraval was engaged in a full-fledged ponzi scheme. Estraval also enlisted "sales representatives" to sell pagare libranzas to anyone they could find. Estraval promised these untrained and unlicensed representatives a 3.5% commission and all expense paid trips to Miami, Florida, for selling Estraval financial products. The Colombian Attorney General has deemed Estraval's sales practices an illegal pyramid scheme. As the Colombian credit market cooled, Estraval could not sell enough new notes to pay off prior investors, so they simply began copying already-sold notes and sizzling them to unsuspecting new investors. These notes had no economic value and produced up legitimate return. According to a study done by Fiduagraria, Estraval also began asking unsuspecting investors to sign up to six notes at one time with only one of them having any in actual economic value. Moreover, Estraval began selling notes that were already paid, prepaid, or expired to new investors. In 2012, Estraval began having problems repaying investors due to a combination of factors. First, legitimate bookkeeping cooperatives, the originators of the pagare libranzas, stopped lending because of a rise in the rate of borrower defaults. Second, as the pagare libranza market cooled, fewer investors were willing to buy Estraval products, despite Estraval's incessant efforts to sell falsified notes while making false representations about their returns. Slowly, Estraval began to collapse under the weight of its own fraud. It could not pay investors and it had nowhere to raise new capital. Colombian Proceedings On March 13, 2015, the Superintendency of Companies concluded, after an extensive investigation, that Estraval had filed multiple false reports to the Superintendency of Companies that misrepresented its liquidity. The investigation revealed that Estraval had incurred obligations that exceeded its capital by more than fifty percent. As a result, the Superintendency of Companies placed Estraval and the other Debtors in receivership. Simultaneously, the prosecutor general's office pursued a criminal investigation against Mondragon, Bastidas, Rosalba Fonseca, Jose Ivan Castiblanco, and others involved in the Estraval ponzi scheme. On Aug. 4, 2015, following the placement of Estraval into receivership, the Superintendent started an administrative investigation relating to Estraval's registration of various front entities and shell companies. On Dec. 9, 2015, after concluding the investigation, the Superintendency imposed a fine on Mondragon and Bastidas. On May 25, 2016, the Colombian government officially opened the liquidation process for Estraval under Colombian Article 15.3 of the 1116 Law of 2006. This law gives the Superintendency of Companies the power to convert a reorganization into an insolvency proceeding. On May 26, 2016, the Colombian government attempted to place Estraval in a reorganization plan; however, this was unsuccessful, and liquidation proceeding began under the leadership of Ortiz. Also on May 26, the Superintendency of Companies used its power to freeze, lien, and foreclose Estraval-related assets for the benefit of creditors. Moreover, the Superintendency ordered an entity called MIT, which acted as an administrator of Estraval securities, to cease transferring, delivering, or dealing in any way with Estraval promissory notes. On June 15, 2016, pursuant to Colombian Article 49.3 of 1116 law of 2006, the Superintendency of Companies issued an ex officio decree to initiate the judicial liquidation process of Estrategias en Valores SA.. - Estraval S.A., as well as three of its related companies: Tecnicas Financieras S.A.A, Estrategias en Liquidez and Estradinamicas. An investigation in the Colombian liquidation proceedings led to the conclusion that Estraval had, in fact, defrauded investors and creditors by using illegal methods to promote and sell pagare libranzas. The investigation also confirmed that many of the pange libranza notes sold were either falsified, duplicated, or had no real economic value at the time of sale. The investigation found that there was no reasonable financial justification for Estraval's activities and that because Estraval offered a return that did not correspond to the economic reality of its operations, it was determined that the company perpetuate a financial fraud on the Colombian public. The Colombian Attorney General's Office, in a parallel criminal investigation, completely supported these factual findings. The decree appointed Luis Fernando Alvarodo Ortiz as liquidator for Estraval, its related entities, and its key management. By order dated Sept. 2, 2016, the Colombian Superintendency of Companies granted its Superintendent Delegate for inspection, Surveillance, and Control's petition commencing the Colombian Proceeding as an "intervention judicial liquidation" under Law 1116 of 2006, Legislative Decree 4334 of 2008 and appointing Order as Controller, the agent responsible for the management of the assets of tie parties under intervention. The goal of an "intervention judicial liquidation" for the recovery of illegally obtained proceeds in Colombia, according to the Colombian Constitutional Court is to: (i) immediately suspend the operations or businesses of natural or legal persons who, through unauthorized deposits or collections, such as pyramids, prepaid cards, sale of services and other operations and massive negotiations, "generate abuse of law and fraud to the law" in exercising irregular financial activity; and (ii) provide for the organization of a procedure that allows the prompt return of resources obtained in furtherance of such activities." Article 1 of the Legislative Decree 4334 of 2008 requires the intervention to apply to "business, operation and assets of individuals and corporations involved in a financial activity without the proper governmental authorization. The Decree gives the Superintendence broad powers to issue orders to obtain control of the assets, proceeds and business. The main goal is to reestablish and preserve the public interest under threat." Moreover, Colombian law and the Constitutional Court find this decree to have the highest importance in Colombia because it helps to maintain the public economic order of the country. The Constitutional Court has also concluded that the Superintendency's formal decision to place companies into liquidation and to recover misappropriated assets for the public good has the same effect and may be enforced in the same manner as a court order. About Estraval Bogota, Colombia-based Estrategias en Valores S.A. (Estraval) was a finance company incorporated under Colombian law on August 16, 2000, by Cesar Mondragon and Juan Carlos Bastidas. Estraval engaged in the business of buying and selling pagare libranzas, which are consumer loans made to an individual secured by their paycheck. Estraval guaranteed returns of 14% to 21% from the sale of notes packaged from pagare libranzas but the business, which the liquidator says was a ponzi scheme, collapsed in 2015. The Debtors were placed into liquidation proceedings in Colombia after a lengthy investigation May 26, 2016. Luis Fernando Alvarodo Ortiz was appointed by the Superintendency of Companies to administer the liquidation. Mr. Ortiz, as foreign representative, filed a Chapter 15 petition for Estraval (Bankr. S.D. Fla. Case No. 17-16559) on May 25, 2017, to seek U.S. recognition of the proceedings in Colombia. Hon. Laurel M Isicoff is the case judge in the U.S. case. Michael C. Fasano, Esq., at Fasano Law Firm, PLLC, in Miami, is the Foreign Representative's primary U.S. counsel. ESTRATEGIAS EN VALORES: Seeks Recognition of Colombian Liquidation ------------------------------------------------------------------ The liquidator of Estrategias en Valores S.A. ("Estraval"), a company liquidating in Colombia, filed a Chapter 15 petition in Miami, Florida, to be able to look into "millions of dollars in fraudulently obtained funds" transferred by its principals to the United States before their arrest in January 2017. Estraval, which guaranteed returns of 14% to 21% from the sale of securities packaged from consumer loans known as "pagare libranzas" before its collapse in 2015, defrauded investors for more than 600 billion Colombian pesos (approximately US $220 million). "I decided to pursue this [Chapter 15] case after I discovered, with the assistance of creditors, that a substantial portion of Estraval's and its related persons' and entities' assets, illicitly obtained through their fraud, were transferred to Miami-Dade County, Florida," Luis Fernando Alvarodo Ortiz, the liquidator said in a U.S. court filing May 24, 2017. Mr. Ortiz believes that Estraval principals Cesar Mondragon and Juan Carlos Bastidas appear to be operating a network of finance companies in Coral Gables, Florida, one of which has already been sued in Miami-Dade County Circuit Court for suspect investment sales practices. Additionally, Mondragon operated a money exchange business in Miami-Dade County, Florida that Ortiz believes was used to hide more than $10 million from Estraval to various financial institutions in Florida. Finally, Mondragon's ex-wife and daughter live in Aventura, Florida in a multi-million-dollar penthouse that as ostensibly sold to a third party in early 2017 for $6,000,000. "Through my investigation in Colombia, I have determined that Estraval, Mondragon, Bastidas, and the additional named Debtors have transferred millions of dollars in fraudulently obtained funds to the United States. Moreover, the investigation has revealed significant real property, personal property, business, and financial holdings in Miami-Dade County that were removed from Colombia during the course of Estraval scheme. Many of these assets were transferred after the Superintendency of Companies' intervention, and those transfers are in direct violation of a Colombian administrative order," Mr. Ortiz said. Mr. Ortiz seeks U.S. recognition of the liquidation proceedings in Colombia as a foreign main proceeding. "I believe that the majority of the assets transferred to the United States during this scheme either currently exist or passed through intermediaries in this Judicial District," Mr. Ortiz said. Moreover, according to Mr. Ortiz, the law firm of Rivero Mestre LLP has received funds in escrow in Miami-Dade, Florida, on behalf of Estraval and related Debtors. "[I] anticipate that through recognition of the Colombian Proceeding and the exercise of the discovery powers requested in the Petition, I will be able to identify additional assets . . . belonging to the Debtors, located in the United States," Mr. Ortiz said. Mr. Ortiz was appointed by the Superintendency of Companies in Colombia to administer Estraval's liquidation. Under Colombian law, Mr. Ortiz is tasked to liquidate Estraval and to recover assets on behalf of creditors and the public who were harmed by Estraval's and the related Debtors' massive fraud. About Estraval Bogota, Colombia-based Estrategias en Valores S.A. (Estraval) was a finance company incorporated under Colombian law on August 16, 2000, by Cesar Mondragon and Juan Carlos Bastidas. Estraval engaged in the business of buying and selling pagare libranzas, which are consumer loans made to an individual secured by their paycheck. Estraval guaranteed returns of 14% to 21% from the sale of notes packaged from pagare libranzas but the business, which the liquidator says was a ponzi scheme, collapsed in 2015. The Debtors were placed into liquidation proceedings on May 26, 2016, in Colombia after a lengthy investigation. Luis Fernando Alvarodo Ortiz was appointed by the Superintendency of Companies to administer the liquidation. Mr. Ortiz, as foreign representative, filed a Chapter 15 petition for Estraval (Bankr. S.D. Fla. Case No. 17-16559) on May 25, 2017, to seek U.S. recognition of the proceedings in Colombia. The Hon. Laurel M. Isicoff is the case judge in the U.S. case. Michael C. Fasano, Esq., at Fasano Law Firm, PLLC, in Miami, is the Foreign Representative's primary U.S. counsel. FAYETTE COUNTY BANK: FDIC Appointed as Receiver ----------------------------------------------- Fayette County Bank, Saint Elmo, Illinois, was closed May 26, 2017, by the Illinois Department of Financial and Professional Regulation - Division of Banking, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with United Fidelity Bank, fsb, Evansville, Indiana, to assume all of the deposits of Fayette County Bank. The sole office of Fayette County Bank will reopen as a branch of United Fidelity Bank during its normal business hours. Depositors of Fayette County Bank will automatically become depositors of United Fidelity Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage up to applicable limits. Customers of Fayette County Bank should continue to use their existing branch until they receive notice from United Fidelity Bank that it has completed systems changes to allow other United Fidelity Bank branches to process their accounts, as well. Friday evening and over the weekend, depositors of Fayette County Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of March 31, 2017, Fayette County Bank had approximately $34.4 million in total assets and $34.0 million in total deposits. In addition to assuming all of the deposits of the failed bank, United Fidelity Bank agreed to purchase approximately $28.9 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. Customers with questions about the transaction should call the FDIC toll-free at 1-800-930-5172. The phone number will be operational this evening until 9 p.m., Central Time (CT); on Saturday from 9 a.m. to 6 p.m., CT; on Sunday from noon to 6 p.m., CT; on Monday from 8 a.m. to 8 p.m., CT; and thereafter from 9 a.m. to 5 p.m., CT. Interested parties also can visit the FDIC's website at https://www.fdic.gov/bank/individual/failed/fayettecounty.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $10.0 million. Compared to other alternatives, United Fidelity Bank's acquisition was the least costly resolution for the FDIC's DIF. Fayette County Bank is the sixth FDIC-insured institution to fail in the nation this year, and the second in Illinois. The last FDIC-insured institution closed in the state was Seaway Bank and Trust Company, Chicago, on January 27, 2017. Media contact: LaJuan Williams-Young Office - (202) 898-3876 lwilliams-young@fdic.gov FIDELITY & GUARANTY: Moody's Affirms Ba2 Sr. Unsec. Debt Rating --------------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 senior unsecured debt rating of Fidelity & Guaranty Life Holdings, Inc. (FGLH), a wholly-owned subsidiary of Fidelity & Guaranty Life (FGL, NYSE:FGL, unrated) and the Baa2 insurance financial strength (IFS) rating of FGLH's primary operating company, Fidelity & Guaranty Life Insurance Company (FGLIC). The outlook on these entities remains stable. RATINGS RATIONALE The affirmation follows FGL's announcement of a definitive merger agreement with CF Corporation (unrated) and an investor group which will acquire FGL for $1.835 billion plus the assumption of $405 million of existing debt. The investor group, which includes the principals of CF Corp, affiliates of Blackstone (unrated), and Fidelity National Financial (NYSE:FNF, Baa3 sr debt, positive) will finance the transaction with $1.2 billion from CF Corp's IPO and forward purchase agreements, and more than $700 million in additional new common and preferred equity. The transaction is expected to close in Q4 2017. Under the new investor group, Moody's expects FGL's business strategy and risk profile will remain unchanged with the current management team and other key employees remaining in place. Moody's anticipates that FGL will take measured steps as it seeks to accelerate growth and profitability via more efficient structuring and leveraging improved investment management capabilities of its new partners. The rating agency expects FGL to maintain financial leverage below 25% prospectively as well as appropriate capital levels. The rating agency stated that it will evaluate FGL's efforts to accelerate growth to ensure that the company's actions remain in line with the current ratings. Moody's noted that successful completion of the transaction does remove uncertainty and potential disruption given FGL's prolonged strategic review process. FGLIC's credit profile reflects the company's growing market position, especially in the fixed indexed annuity (FIA) space, as well as its good profitability, and higher investment yield from portfolio repositioning efforts. FGLIC has been able to balance the healthy growth of its FIA business while expanding its footprint in the indexed universal life (IUL) insurance market. The rating agency noted that these strengths are offset by the concentration of FGLIC's sales in FIAs, along with the associated hedging and asset liability management challenges. FGLIC's sales are likely to continue to be highly concentrated in annuity products in the near-term. Additionally, the company's primary distribution channel is via independent marketing organizations (IMOs) which could be impacted by the Department of Labor's new fiduciary rules, notwithstanding the potential for alterations or rescission. RATING DRIVERS According to Moody's, the following could lead to an upgrade of FGLH's and FGLIC's ratings: 1) sustained statutory return on capital exceeding 6%; and 2) more balanced growth in profitably priced new FIA business and life insurance. Conversely, the following factors could result in a downgrade of FGLH's and FGLIC's ratings: 1) increased investment risk from more aggressive asset allocations; 2) adjusted financial leverage above 25%; 3) sustained statutory return on capital less than 6%; 4) significant use of reinsurance to finance growth; or 5) more aggressive capital actions or the consolidated NAIC RBC ratio (company action level) declining below 400%. The following ratings were affirmed with stable outlooks: Fidelity & Guaranty Life Insurance Company -- insurance financial strength rating at Baa2; Fidelity & Guaranty Life Holdings, Inc. -- senior unsecured debt rating at Ba2. FGLH is an insurance holding company headquartered in Des Moines, Iowa. As of March 31, 2017, FGLH reported total assets of about $28 billion and shareholders' equity of approximately $1.9 billion. The principal methodology used in these ratings was Global Life Insurers published in April 2016. FLOOR AND DECOR: Moody's Revises Outlook to Pos. & Affirms B2 CFR ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Floor and Decor Outlets of America, Inc. ("Floor & Decor") including its B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR) and its senior secured term loan B rated B2. In addition, Moody's changed the ratings outlook to positive from stable. "The change in outlook to positive reflects Floor & Decor's material debt reduction that has led to a significant improvement in credit metrics" stated Bill Fahy, Moody's Senior Credit Officer. As a result, pro forma leverage improved to about 4.6 times from around 5.7 times for the LTM period ending December 2016. "The affirmation of the B2 CFR reflects the company's competitive position in hard surface flooring and positive operating trends as well as its modest scale, aggressive growth strategy versus historic levels and limited geographic diversity.", stated Fahy. Ratings affirmed are: Issuer: Floor & Decor Outlets of America, Inc. -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 -- Senior Secured Bank Credit Facility, Affirmed B2(LGD4) Outlook Actions: Issuer: Floor & Decor Outlets of America, Inc. -- Outlook, Changed To Positive From Stable RATINGS RATIONALE Floor & Decor's B2 Corporate Family Rating reflects the company's modest scale, aggressive growth strategy versus historic levels, limited geographic diversity and cyclical nature of its core target market -- home remodeling. The ratings are supported by Floor & Decor's positive operating trends, competitive position within the hard surface flooring sector, management experience, direct sourcing model and adequate liquidity. The ratings recognize the breadth and depth of the company's product offerings and value focused offerings with everyday low pricing that should position it well in the current economic environment. The positive outlook reflects Floor & Decor improved credit metrics and Moody's expectation that the company successfully executes its new store growth strategy while maintaining positive operating trends that results in a steady improvement in earnings and credit metrics. Factors that could result in an upgrade would require the successful execution of its store growth strategy while maintaining positive same store sales trends throughout its store base that results in sustained earnings growth. An upgrade would require debt to EBITDA of under 4.5 times and EBIT to interest coverage exceeding 2.25 times on a sustained basis. Ratings could be downgraded in the event operating performance fell short of expectations resulting in a sustained deterioration credit metrics. Specifically, ratings could be downgraded if debt to EBITDA increased above 5.5 times or EBIT to interest fell below 1.5 times on a sustained basis. Ratings could also be downgraded if liquidity were to deteriorate. Floor & Decor is a leading retailer of hard surface flooring in the United States with 72 stores. The company is a wholly owned in direct subsidiary of Floor & Decor Holdings, Inc. which in turn is majority owned by private equity firms Ares Management, L.P. and Freeman Spogli & Co. Annual revenues were about $1.1 billion for fiscal year 2016. The principal methodology used in these ratings was Retail Industry published in October 2015. FLOUR MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Flour Mountain, LLC dba Mellow Mushroom 2450 Cross Timbers Road, Suite 100 Flower Mound, TX 75028 Case No.: 17-32052 About the Debtor: Mellow Mushroom is a pizzeria chain featuring craft beer, calzones & creative stone-baked pizzas. It is an affiliate of Greenville Dough, LLC and Melkinney, LLC, both of which sought bankruptcy protection on May 5, 2017 (Bank. N.D. Tex. Case Nos. 17-31858 and 17-31859, respectively). Chapter 11 Petition Date: May 25, 2017 Case No.: 17-32052 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Barbara J. Houser Debtor's Counsel: Robert Thomas DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 W. 15th St., Ste 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Luis Gonzalez, managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb17-32052.pdf FREEDOM COMMUNICATIONS: Intends to File Ch. 11 Plan by Aug. 28 -------------------------------------------------------------- Freedom Communications, Inc. and its affiliated Debtors, together with the Official Committee of Unsecured Creditors, request the U.S. Bankruptcy Court for the Central District of California to extend further the exclusivity period by which the Debtors and the Committee have to file a joint chapter 11 plan and solicit acceptances to their joint plan, to and including August 26, 2017 and October 25, 2017, respectively. The Debtors and the Committee are working together in good faith to develop a chapter 11 plan of liquidation. This is the Debtors' seventh request for extension of the exclusivity periods and it comes over a year and a half after the commencement of the bankruptcy cases. The Debtors state that they have undertaken a substantial number of major matters, one of significant importance being the marketing and sale of their assets, enabling the Debtors and the Committee to now focus their attention on the preparation of a liquidating chapter 11 plan. The Debtors and the Committee are seeking for an extension of the exclusivity periods in order to: (a) procure the time they need to attempt to resolve the remaining outstanding issues, including the LMG Adversary Proceeding, (b) seek to recover other assets for the benefit of creditors, and (c) continue with their claim review so that they can prepare a plan that will ensure the fair and efficient treatment of all valid creditors' claims in these Cases. LMG National Publishing, Inc. has initiated an adversary proceeding against debtors Victor Valley Publishing Company, Victorville Publishing Company, Daily Press LLC, Freedom Communications, Inc., Freedom SPV I, LLC and Freedom SPV V, LLC for declaratory judgment. The case was assigned adversary number 8:17-ap-01016 MW. The Freedom Debtors filed on April 13, 2017, a motion for summary judgment, and the hearing on the motion for summary judgment is scheduled for June 21, 2017. The Court has also scheduled a pretrial conference for December 6, 2017. The Debtors relate that approximately 650 claims have been filed as of May 24, 2017, and the Debtors have been diligently working to review, analyze and object to certain claims. In that regard, the Debtors have continued to file claim objections, most recently, on February 2, 2017. The Claim Objections were heard on March 6 and 8, and orders were entered resolving the Claim Objections. However, the Debtors continue to review other claims filed against the Debtors' estates for other potential objections. In addition, the Debtors state they are actively pursuing the recovery of substantial tax refunds from the State Board of Equalization. This process may include Bankruptcy Court intervention. About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owned two daily newspapers -- The Press-Enterprise in Riverside, California and The Orange County Register in Santa Ana, California. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015. Richard E. Mirman, the CEO, signed the petition. Freedom Communications Holdings estimated assets and liabilities in the range of $10 million to $50 million. The Debtors are represented by William N. Lobel, Esq., Alan J. Friedman, Esq., Beth E. Gaschen, Esq., and Christopher J. Green, Esq., at Lobel Weiland Golden Friedman LLP. The Debtors employed GlassRatner Advisory & Capital Group LLC as financial advisor and consultant; and Donlin, Recano & Company, Inc., as the noticing, claims and balloting/solicitation agent. FTI Consulting, Inc. was tapped to review Pension Benefit Guaranty Corporation (PBGC) Claims. The Official Committee of Unsecured Creditors is represented in the case by Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP. FULLCIRCLE REGISTRY: Reports $170K Net Loss for First Quarter ------------------------------------------------------------- FullCircle Registry, Inc., filed with the Securities and Exchange Commission its quarterly report disclosing a net loss of $169,552 on $319,303 of revenues for the three months ended March 31, 2017, compared to a net loss of $159,799 on $248,584 of revenues for the same period during the prior year. As of March 31, 2017, FullCircle had $4.51 million in total assets, $6.80 million in total liabilities and a total stockholders' deficit of $2.28 million. Net cash used by operating activities ending March 31, 2017, was $86,013 compared to net cash used by operating activities for the three months ended March 31, 2016 of $29,825. During the three months ended March 31, 2017, $26,994 was used on investing activities, and $98,772 was provided by financing activities. For the same period in 2016, $0 was used in investing activities and $19,978 was provided by financing activities. "We are currently focused on increasing revenues from our operations and reducing debt through converting notes payable to common stock," the Company stated in the report. "We may also seek funding from securities purchases or from lenders offering favorable terms. No assurance can be given that we will be able to obtain the total capital necessary to fund our new business plans. In such an event, this may have a materially adverse effect on our business, operating results and financial condition." The Company has experienced losses from operations and negative cash flows from operations since inception. The Company has negative working capital and a capital deficiency at March 31, 2017. As of March 31, the stockholder's deficit is $2,287,767 compared to a deficit of $2,116,715 on Dec. 31, 2016. These conditions raise substantial doubt about the Compaby's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mJIFA6 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. GARDNER DENVER: S&P Raises CCR to 'B+', Off CreditWatch Positive ---------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Gardner Denver Inc. to 'B+' from 'B' and removed all of its ratings on the company from CreditWatch, where S&P placed them with positive implications on May 5, 2017. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior secured debt to 'B+' from 'B'. The '3' recovery rating remains unchanged, indicating S&P's expectation for moderate (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. Additionally, S&P withdrew its 'B-' issue-level rating and '5' recovery rating on the company's $575.0 million 6.875% senior unsecured notes due 2021 because they were repaid on May 19, 2017. "The upgrade reflects that Gardner Denver's parent, Gardner Denver Holdings Inc., completed its IPO and used the majority of the net proceeds from the offering to reduce its debt, including fully repaying its $575.0 million 6.875% senior unsecured notes due 2021 and partially repaying about $277 million of borrowings under its term loan facility due 2020," said S&P Global Ratings credit analyst Steven D McDonald. The stable outlook on Gardner Denver reflects S&P's expectation that improving industry trends in the company's energy business, a leaner cost structure, and lower overall interest expense should help the company to modestly improve its credit metrics, including decreasing its debt-to-EBITDA to the mid-5x area in fiscal-year 2017. S&P could raise its ratings on Gardner Denver if the company continues to increase its EBITDA and free cash flow and S&P expects that it will sustain a S&P adjusted debt-to-EBITDA metric of about 4.5x or less. S&P would also look for further indications that its majority owner (private-equity firm KKR and its affiliates) will substantially reduce its investment and influence on Gardner Denver. S&P believes that the company's continued ownership by a financial sponsor could potentially lead to more aggressive financial policies that may not be consistent with a higher rating. S&P could lower its ratings on Gardner Denver if the company is unable to sustain the recent improvements in its operating performance or if sizable debt-financed acquisitions cause its credit measures to deteriorate such that its debt leverage increases to the 7x area and S&P do not expect it to recover in the next 12 months. GENON ENERGY: S&P Lowers ICR to 'CC' Amid Planned Debt Exchange --------------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit rating on GenOn Energy Inc. to 'CC' from 'CCC-'. The outlook is negative. S&P also lowered its ratings on the company's secured and unsecured debt to 'CCC' and 'CCC-', respectively, from 'CCC+' and 'CCC'. The recovery ratings of '1' and '2', respectively, are unchanged. The '1' recovery rating reflects S&P's expectation of very high (90%-100%; rounded estimate: 95%) in the event of default. S&P's '2' recovery rating reflects its expectation of substantial (70%-90%; rounded estimate: 75%) in the event of default. The downgrade stems from a recent filing made by the issuer that indicated that GenOn was pursuing an exchange with existing debtholders. "The negative outlook reflects our expectation of a near-term event of default, either via a distressed exchange or through a voluntary bankruptcy filing," said S&P Global Ratings credit analyst Michael Ferguson. "We expect that either outcome would materialize during the next month." Upon announcement of the aforementioned events, S&P would likely downgrade the company to 'D'. While very unlikely at this point, S&P could revise the outlook to stable or raise the rating in the event of unexpected parent company support. GENTLEPRO HOME: Can Continue Using IRS Cash Collateral Thru Aug. 24 ------------------------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Gentlepro Home Health Care, Inc., to continue using cash collateral until August 24, 2017 on an interim basis. The Debtor has acknowledged that there exists a valid lien upon its assets, and the cash proceeds thereof by the Internal Revenue Service who holds a security interest in substantially all the assets of the Debtor by way of a federal tax lien duly filed of which the amount of $86,352 is still due and owing, as of the Petition Date. Judge Baer acknowledged that an immediate need exists for the Debtor to use the prepetition collateral, including the cash collateral since the Debtor is unable to obtain, on an immediate basis, credit allowable under the Code. The IRS is unwilling to permit the use of any of its collateral without the protection afforded by the Code. Accordingly, the IRS is granted these forms of adequate protection: (a) the IRS will receive a security interest in and replacement lien upon all of the Debtor's now or hereafter acquired property, real or personal, whether in existence before or after the Petition Date including, without limitation, accounts receivable, inventory, machinery and equipment, and the proceeds and products thereof, to the extent actually used and for the diminution in value of the IRS' collateral. Such replacement lien will be the same lien as existed as the prepetition valid liens of record. (b) The Debtor will make interim monthly adequate protection payments to the IRS in the amount of $1,500. (c) The Debtor will maintain a separate operating account, where the Debtor will deposit and maintain all cash and all proceeds of accounts receivable, inventory, contract rights, and general intangibles. (d) In addition to and as a supplement to the foregoing protections, the Debtor will maintain insurance covering the full value of all collateral, and will permit on site inspection of such collateral, policies of insurance, and financial statements, including monthly operating reports. The final hearing on the use of cash collateral is scheduled to take place on August 24, 2017 at 10:00 a.m. A full-text copy of the Order, dated May 25, 2017, is available at https://is.gd/ezLaNK About Gentlepro Home Health Care Gentlepro Home Health Care, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11377) on April 11, 2017. The petition was signed by Edith Querubin, president. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Janet S. Baer. The Debtor is represented by Joshua D. Greene at the firm of Springer Brown, LLC. GO DADDY: S&P Affirms 'BB-' CCR; Outlook Negative ------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' corporate credit rating on Scottsdale, Ariz.-based Go Daddy Operating Co. LLC. The outlook remains negative. At the same time, S&P affirmed its 'BB-' issue-level rating, with a recovery rating of '3', on the company's senior secured debt. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%; rounded estimate: 55%) recovery in the event of default. "We revised our assessment of Go Daddy's financial risk profile to reflect our view that despite recent debt incurrence to fund the $1.8 billion acquisition of Host Europe Group Ltd. (HEG), the company's adjusted leverage will likely improve because of its growing cash balance." said S&P Global Ratings credit analyst Dee Banson. S&P applies a 25% haircut to cash and net it against debt. On May 3, 2017, the company used cash on its balance sheet to purchase $275 million worth of privately held shares from the financial sponsors and cofounder of Go Daddy. The timing of any further such actions is unpredictable, in S&P's view. S&P do not know how and when the company will use its increasing cash balance, leading to a lower degree of predictability in Go Daddy's credit measures. S&P believes the company's financial policy decisions could weaken credit measures beyond what S&P has incorporated into its base-case forecast. The company has indicated target leverage of about 2x-4x, which S&P estimates corresponds to leverage of about 4x-5x after its adjustments. As a result, S&P revised its assessment of Go Daddy's financial policy modifier to negative from neutral, and S&P revised the financial risk profile score to significant from aggressive. The revised assessments have no effect on the ratings. The 'BB-' corporate rating reflects Go Daddy's leading position in the highly competitive Internet services industry, consistent track record of mid-teen percent annual revenue growth, low customer concentration, and high recurring revenue base. However, the company's narrow end-market focus, increasingly competitive Web hosting conditions, and below-average EBITDA margins for enterprise and consumer software and Internet service providers attenuate these strengths. Moreover, Go Daddy's leverage has ncreased to above 5x following its acquisition of HEG, a Europe-based domain and Web-hosting services provider, for $1.8 billion on April 3, 2017. GOLDEN TOUCH COMMERCIAL: Hires Galloway Wettermark as Counsel ------------------------------------------------------------- Golden Touch Commercial Cleaning, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Galloway Wettermark Everest & Rutens, LLP, as attorney to the Debtor. Golden Touch requires Galloway Wettermark to: a. give the Debtor advice with respect to its powers and duties as debtor-in-possession in the continued operation of its business and management of its property; b. protect the interest of the Debtor and debtor-in-possession in connection with lawsuits filed by the Debtor; c. prepare for the Debtor as debtor-in-possession such applications, answers, orders, reports and other legal papers; d. perform all other legal services for debtor-in-possession which may be necessary. Galloway Wettermark will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Galloway Wettermark will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert M. Galloway at Galloway Wettermark Everest & Rutens, LLP, assured 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. Galloway Wettermark can be reached at: Robert M. Galloway, Esq. GALLOWAY WETTERMARK EVEREST & RUTENS, LLP 3263 Cottage Hill Rd Mobile, AL 36606 Tel: (251) 476-4493 About Golden Touch Commercial Cleaning, LLC Golden Touch Commercial Cleaning, LLC, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-01835) on May 17, 2017. Robert M. Galloway, Esq., at Galloway Wettermark Everest & Rutens, LLP, serves as bankruptcy counsel. GRACIOUS HOME: Proposes Auction to Beat June 30 Plan Deadline ------------------------------------------------------------- Gracious Home, LLC, and affiliates ask the U.S. Bankruptcy Court for the Southern District Court of New York to authorize bidding procedures in connection with the sale of substantially all assets by auction. The Debtors have used the breathing spell afforded them by Section 362 of title 11 of the Bankruptcy Code to re-start their business and prepare for emergence from bankruptcy protection through a sale of their business under an asset purchase agreement. In this regard, beginning in December 2016, the Debtors engaged B. Riley & Co. to provide investment banking services, including exploring restructuring, financing and sale options for the Debtors. As part of these efforts, B. Riley and the Debtors have solicited interest in a potential acquisition of the Debtors' business. Certain potential buyers/investors, including the DIP Lender under their DIP Facility, who have expressed an interest in purchasing substantially all the Debtors' Assets, have already signed non-disclosure agreements and begun due diligence in consideration of a potential acquisition of the Debtors' business operations. Despite strong interest, no party has yet submitted a final proposal for purchasing the Assets. Negotiations remain ongoing but the Debtors do not have a definitive agreement at this time. While the Debtors would prefer having a signed agreement in hand when making the Motion, they cannot afford to delay the process, even while their operations are improving steadily, because the DIP Facility requires the Debtors to file a plan of reorganization and disclosure statement by June 30, 2017. The Debtors and their advisors continue to market the Debtors' business and will do so until the Bid Deadline. If the Debtors receive a competitive offer, the Debtors intend to conduct an auction to determine the highest or best offer for their business under an asset purchase agreement ("APA"). The Debtors believe that conducting an auction for the right to acquire their business pursuant to a Sale will maximize the value of their estate for the benefit of all their creditors, stakeholders and other parties in interest. The Debtors ask approval of a two-step process. First, the Debtors ask entry of the Bidding Procedures Order (i) authorizing and approving the proposed the Bidding Procedures for soliciting bids for the Sale of the Assets; (ii) establishing notice procedures and approving the form of notice and manner of all procedures, protections, schedules, and agreements in connection with the Sale; (iii) scheduling a Sale Hearing to approve the Sale; (iv) approving the assumption and assignment of certain executory contracts and leases related to the Sale; and (v) granting related relief. Second, depending upon the results of their marketing process and any subsequent auction, the Debtors will ask entry of the Sale Order authorizing and approving, but not directing, the sale of the Assets and granting related relief. The proposed Bidding Procedures Order, the proposed Sale Order, and the Stalking Horse Agreement contain these items that may be considered Extraordinary Provisions under the Sale Guidelines: a. Good Faith Deposit: All Qualified Bidders are required to submit a good faith deposit in the amount of 10% of the Purchase Price. b. Bid Protections: The Debtors seek approval of the right to offer bid protections to a Stalking Horse Bidder, to be agreed upon, including a breakup fee not to exceed 3% of the total consideration of the Stalking Horse Bid plus reimbursement of the Stalking Horse Bidder's reasonable out-of-pocket expenses not to exceed $75,000. c. Sale Free and Clear: The Assets will be transferred free and clear of all Encumbrances. d. Relief from Bankruptcy Rule 6004(h): The Debtors ask relief from the 14-day stay imposed by Bankruptcy Rule 6004(h). The Debtors believe the Bidding Procedures are fair and reasonable and will ensure that the bidding process and any Auction will yield the maximum value for their estates and creditors. The Bidding Procedures also provide an appropriate framework for them to review, analyze and compare all bids received to determine which bid(s) are in the best interests of the Debtors and their economic stakeholders. The salient terms of the Bidding Procedures are: a. Stalking Horse Bids and Bid Protections: The Debtors will continue to solicit the "Stalking Horse Bid," and the Stalking Horse Agreement governing the Stalking Horse Bid that memorializes the proposed Sale by and between the Stalking Horse Bidder and the Debtors for the Assets will be binding on the Stalking Horse Bidder and will set the floor for all Qualified Bids at the auction. b. Break-up Fee: 3% of the total consideration of the Stalking Horse Bid c. Bid Protections: A Break-up Fee not to exceed 3% of the total consideration of the Stalking Horse Bid, plus an Expense Reimbursement not to exceed $75,000 d. Stalking Horse Overbid: $150,000 e. Bid Deadlines: June 15, 2017 at 4:00 p.m. (EST) f. Auction: The Auction will take place on June 19, 2017 at 10:00 a.m. (PET) at 45 Rockefeller Plaza, Suite 2000, New York, New York. g. Bid Increments: $150,000 h. Sale Hearing: The Successful Bid will be subject to approval of the Court. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Gracious_Home_295_Sales.pdf The Debtors need as much time as possible between the entry of the Bidding Procedures and the ultimate Sale Hearing to ensure that the marketing of the Assets is as robust as possible. The Sale Hearing must be heard before the end of June 2017 because the DIP Facility requires the Debtors to file a plan of reorganization and disclosure statement by June 30, 2017. In addition, the sale process must be commenced as soon as possible to ensure the Debtors have sufficient liquidity to continue marketing the assets and ultimately close a transaction. Accordingly, the motion with respect to the Bidding Procedures must be heard as soon as possible. In connection with the Sale, the Debtors may be required to assume and assign certain executory contracts and unexpired leases to the purchaser of the Assets. The Assumed Contracts are valuable assets of the Debtors' estates and the inclusion of such Assumed Contracts will serve to increase the purchase price for the Acquired Assets. Accordingly, the Debtors ask the Court to approve the assumption and assignment of the Assumed Contracts. About Gracious Home Founded in 1963, Gracious Home LLC began as a small neighborhood hardware store on Manhattan's Upper East Side. Today, it Gracious Home operates a housewares and home furnishings business at various leased retail store and warehouse locations and an internet-based business, all under the name "Gracious Home." Its retail locations are located at: (a) 1992 Broadway, New York, NY 10023; (b) 1210-1220 Third Avenue, New York, NY; (c) 1201 Third Avenue, New York, NY 10021; and (d) 45 West 25th Street, New York, NY 10010. Gracious Home LLC and its affiliates filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-13500) on Dec. 14, 2016. The Debtors estimated $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Joseph J. DiPasquale, Esq., at Trenk, Dipasquale, Della Ferra & Sodono, P.C., as counsel; Saul Ewing LLP as special employment counsel; and K&L Gates LLP as special intellectual property counsel. The Debtors also tapped B. Riley & Co. as restructuring advisor; A&G Realty Partners, LLC, as real estate advisor; and Prime Clerk LLC as claims and noticing agent. The Office of the U.S. Trustee on Jan. 6, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The Committee retained Seward & Kissel LLP as counsel, and Wyse Advisors, LLC, as financial advisor. GRIER BROS: Hires Henry F. Sell, Jr. as Co-counsel -------------------------------------------------- Grier Bros. Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ the Law Offices of Henry F. Sell, Jr., LLC, as co-counsel to the Debtor. The Debtor has separately filed an Application to retain Herbert C. Broadfoot II, PC, as counsel in the bankruptcy case. Henry F. Sell, Jr and Herbert C. Broadfoot II will act as co-counsel in the bankruptcy case and will work with the Debtor to ensure that there is no duplication of legal services by them in the bankruptcy case. Grier Bros. requires Henry F. Sell, Jr. to: a. advise the Debtor with respect to its powers and duties as a Debtor and Debtor-in-possession in the continued management and operation of its business and property; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in Chapter 11; c. take necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on their behalf, the defense of any actions commenced against the estates, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; d. review and prepare on behalf of the Debtor all documents and agreements as they become necessary and desirable; e. review and prepare on behalf of the Debtor all motions, administrative and procedural applications, answers, orders, reports and papers necessary to the administration of the estate; f. negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statement and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; g. review and object to claims; analyze, recommend, prepare, and bring any causes of action created under the Bankruptcy Code; h. advise the Debtor in connection with any sale of assets; i. appear before the bankruptcy Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and j. perform all other necessary legal services and give all other necessary legal advice to the Debtor in connection with the Chapter 11 Case. Henry F. Sell, Jr.will be paid at these hourly rates: Attorney $350 Associate $250 A retainer in the amount of $20,000 was paid to Herbert C. Broadfoot II and is currently being held by Herbert C. Broadfoot II to pay for legal services and expenses incurred by both Henry F. Sell, Jr and Herbert C. Broadfoot II. Henry F. Sell, Jr. will also be reimbursed for reasonable out-of-pocket expenses incurred. Henry F. Sewell, Jr., member of the Law Offices of Henry F. Sewell, Jr., LLC, 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. Henry F. Sell, Jr. can be reached at: Henry F. Sewell, Jr., Esq. LAW OFFICES OF HENRY F. SEWELL, JR., LLC Suite 200, 3343 Peachtree Road NE Atlanta, GA 30326 Tel: (404) 926-0053 E-mail: hsewell@sewellfirm.com About Grier Bros. Enterprises, Inc. Based in Atlanta, Georgia, Grier Bros. Enterprises, Inc. provides trucking or transfer services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-56817) on April 13, 2017. The petition was signed by Wayne Grier, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. GTT COMMUNICATIONS: New Notes Offer No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said GTT Communications, Inc.'s B2 corporate family rating ("CFR") is unchanged following its anticipated $150 million add-on to its 7.875% unsecured notes due 2024. Proceeds from the debt issuance will be used for general corporate purposes, including the potential acquisitions of connectivity providers. Moody's believes any likely transactions will be leverage neutral in the intermediate term after cost synergies based on the company's historical acquisition track record. Moody's would not expects a materially negative impact to GTT's credit profile from any acquisitions in the near term. All other ratings including the company's stable outlook are also unchanged. Expanding its customer base through acquisitions is a key element of GTT's growth strategy. While GTT's leverage would be expected to increase initially with any fully or partially debt-funded acquisition activity, Moody's believes the company's debt leverage (Moody's adjusted) will continue to trend lower to at or below 5x by FYE2018. GTT's B2 CFR reflects its modest prospective leverage, solid free cash flow, and revenue growth potential. GTT's service differentiation and competitive offerings support continued growth within its target market of international network services, especially given the company's relatively low market share currently. The company's low capital spending requirements at approximately 6-7% of revenues and steadily improving margin profile drive meaningful excess cash flows. GTT's acquisitive strategy, small scale and low (although improving) asset coverage relative to its debt load constrain the rating. The January 2017 acquisition of Hibernia has already improved the company's asset coverage and helped lower its overall cost structure. While GTT's strategy employs a network architecture with mostly leased infrastructure that underpins this low capital intensity, it potentially exposes the company to margin pressure if end-user pricing and network leasing cost trends were to diverge quickly. Fairly evenly matched customer and supplier contracts negate this risk under normal market conditions. Because of the company's capex-light strategy Moody's believes that it has lower leverage tolerance than a traditional, facilities-based carrier. Based in McLean, VA., GTT is a multinational Tier 1 internet service provider which also offers global enterprise network services. The company operates a global IP backbone and offers networking and cloud based solutions to its enterprise and carrier clients. During the last twelve months ending March 31, 2017, the company generated $575 million in revenue. GTT COMMUNICATIONS: S&P Puts Debt's 'B+' Rating on Watch Pos. ------------------------------------------------------------- S&P Global Ratings placed its 'B+' issue-level rating on McLean, Va.-based internet protocol (IP) network operator GTT Communications Inc.'s (GTT) (B+/Negative/--) senior secured debt on CreditWatch with positive implications. The recovery rating remains '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery of principal in the event of a payment default. The CreditWatch placement is based on S&P's assessment that increased value stemming from proposed acquisitions (not currently incorporated in S&P's recovery analysis) could result in a more favorable recovery rating. Moreover, the CreditWatch placement reflects S&P's expectation that in the event that acquisitions do not materialize in the near term, GTT would likely use net proceeds from the $150 million add-on to its unsecured notes to repay a portion of the company's senior secured debt. Overall, S&P believes that the use of proceeds from the add-on, whether applied to fund acquisitions or to pay down senior secured debt, would improve recovery prospects for the senior secured debt. The 'B-' issue-level rating on the company's senior unsecured debt is unaffected following the company's proposed $150 million add-on to its $300 million of 7.875% senior unsecured notes due 2024. The recovery rating remains '6', indicating S&P's expectation for negligible (0%-10%; rounded estimate: 5%) recovery of principal in the event of a payment default. S&P's corporate credit rating and outlook on GTT are also unaffected. S&P expects GTT to use net proceeds from the proposed add-on to fund the cash consideration amount for two potential tuck-in acquisitions. While key credit metrics, including adjusted leverage, remain weak for the current rating, S&P continues to expect that pro forma for the acquisitions, GTT will be able to decrease adjusted leverage to the high-4x area by the end of 2017, assuming these transactions are consummated, which is below S&P's downgrade threshold of 5x. S&P expects the improvement to be driven by the realization of near-term cost synergies (approximately half of which are related to the Hibernia Networks acquisition), which S&P believes is achievable. However, S&P's negative outlook reflects the possibility that additional debt-financed acquisitions could result in a lower rating if S&P expected adjusted leverage to remain above 5x beyond the end of 2017. S&P currently do not factor in any increased value into its recovery analysis as a result of the potential acquisitions since GTT has yet to sign a definitive acquisition agreement. S&P expects to resolve the CreditWatch placement in the coming months once S&P has more certainty on the proposed acquisitions and use of the unsecured debt proceeds. RATINGS LIST GTT Communications Inc. Corporate Credit Rating B+/Negative/-- Senior Unsecured B- Recovery Rating 6 (5%) Rating Placed On CreditWatch; Recovery Rating Unchanged To From GTT Communications Inc. Senior Secured B+/Watch Pos B+ Recovery Rating 3 (65%) 3 (65%) HAIMIL REALTY: Sale of New York Condo Unit for $2.7M Approved ------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorized Haimil Realty Corp.'s private sale of its commercial condominium unit within the building located at 209 East 2nd Street, Unit 1, New York, New York (Block 384, Lot 1301), to Premier East 2nd, LLC, for $2,700,000. The Court entered an order to Show Cause on May 19, 2017 in connection with the Motion. A hearing on the Motion was held on May 23, 2017. The sale is free and clear of any and all encumbrances of whatever kind or nature. The Debtor is authorized and directed to pay, disburse or reserve, as the case may be, the distributions provided for under the Plan on account of "Allowed" and/or "Disputed" "Claims" from the proceeds of sale at the closing on the Purchase Agreement, together with the costs and expenses, if any, of closing payable by the Debtor. The Debtor, by its counsel, will hold the balance, if any, of the proceeds of sale of the Commercial Unit not paid or disbursed at the closing in escrow and will distribute said proceeds only in accordance with the terms of the Plan. The terms and conditions of the Order will be immediately effective and enforceable upon its entry and the requirements of Bankruptcy Rule 6004(h) are waived. About Haimil Realty Corp. Haimil Realty Corp., based in New York, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 14-11779) on June 11, 2014, in Manhattan. The petition was signed by Menachem Haimovich, president. In its schedules, the Debtor disclosed total assets of $5.57 million and total liabilities of $332,847. Douglas J. Pick, Esq., at Pick & Zabicki LLP, serves as the Debtor's counsel. * * * The Court has entered an order approving the disclosure statement explaining the Debtors First Amended Chapter 11 Plan of Reorganization. The Plan provides for the full payment of the Debtor's pre- and post-petition obligations, with applicable interest, if any. Menachem Haimovich will retain his equity interests in the Debtor. The Plan is proposed to be implemented by way of a post-confirmation sale of the commercial condominium unit owned by the Debtor located at 209 East 2nd Street, Unit 1, New York, and with the proceeds of the exit financing of the Debtor. The Debtor has entered into a purchase agreement, subject to the Court's approval, to sell the condominium unit for $2,700,000. HAMMOND'S TRANSPORTATION: Case Summary & Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Hammond's Transportation, LLC 13101 Carrere Court New Orleans, LA 70129 Case No.: 17-11350 Business Description: Hammond's Transportation -- https://hammondstransportation.com -- provides safe, timely, and dependable service to any size group or organization throughout the Greater New Orleans area. The Company maintains a first class fleet of school buses, vans and a staff of qualified drivers. Hammond's Transportation thrives to be one of the best transportation companies in the Greater New Orleans Area. Chapter 11 Petition Date: May 25, 2017 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Christopher T. Caplinger, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Tel: (504) 568-1990 Fax: (504) 310-9195 E-mail: ccaplinger@lawla.com - and - Stewart F. Peck, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Tel: (504) 568-1990 Fax: (504) 529-7418 E-mail: speck@lawla.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Hammond, authorized member. A copy of the Debtor's list of 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/laeb17-11350.pdf HHGREGG INC: Wants to Retain 38 Non-Insider Employees Under KERP ---------------------------------------------------------------- BankruptcyData.com reported that hhgregg Inc. filed with the U.S. Bankruptcy Court a motion for authority approving a key employee retention program (KERP) for certain non-insiders. The motion explains, "The KERP is structured to ensure the retention of 38 of the Debtors' non-insider employees (the 'KERP Participants') whose efforts will be critical to completing the Debtors' wind-down both during and after the conclusion of the Debtors' store closing sales process and to maximizing stakeholder value in connection therewith. In addition to residual store closing work, this wind-down will include, among other things, transitioning the Debtors' existing information technology systems so as to ensure the Debtors can vacate their corporate headquarters in a timely and orderly fashion (and retain critical records); disposing of any inventory and equipment that remains after the store closing sales; selling the Debtors' intellectual property; collecting Debtors' accounts receivable and "vendor credits"; prosecuting estate avoidance actions; and administering residual employee benefits and payroll. In order to accomplish a successful post-closing wind-down, the Debtors seek to retain 12 of the 38 KERP Participants until at least June 30, 2017 (the 'June 30 Group'), and an additional 21 until at least July 31, 2017 (the 'July 31 Group'). The Debtors seek to retain one additional KERP Participant until August 31, 2017 (the 'August 31 Group'), and the remaining four participants until March 31, 2018 (the 'March 31 Group'). The KERP seeks to retain only a small percentage of the approximately 4,700 individuals employed by the Debtors as of March 2017. The Debtors propose to award KERP Participants the aggregate sum of up to $500,000 in bonuses." About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc. is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated its assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors. The Committee hired Bingham Greenebaum Doll LLP as counsel and ASK LLP as avoidance claims counsel. * * * hhgregg filed for Chapter 11 bankruptcy early in March, saying it had signed a term sheet with an anonymous party to purchase the assets of the Company, which is intended to allow the Company to exit Chapter 11 debt free with significant improvement in liquidity for the future stability of the business. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the previously announced nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms. The Company said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC and Great American Group, LLC to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. On April 7, hhgregg announced that the Bankruptcy Court approved the Company's initiation of the process to liquidate the assets of the Company commencing on April 8. Specifically, the Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc. and HHG Distributing, LLC entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. The approval of each of this plan resulted from the Company's decisions to take the necessary steps to liquidate the assets of the Company and its subsidiaries as a part of the Chapter 11 proceedings. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HIGH PLAINS: Seeks Interim Authorization to Use Cash Collateral --------------------------------------------------------------- High Plains Computing, Inc., doing business as HPC Solutions, asks the U.S. Bankruptcy Court District of Colorado for authorization to use cash collateral on an interim basis until such time as the Court schedules a final hearing on the use of cash collateral. The Debtor plans to continue operation of its business throughout the Chapter 11 case and propose a Plan of Reorganization which provides for the continuation of the Debtor's business. In order to pay necessary operating expenses, the Debtor must immediately use cash collateral in which one or more creditors may have an interest. Majority of the Debtor's revenues and available cash are derived from the sale of inventory and the sale of services to its customers, such that, without the use of cash collateral, the Debtor will have insufficient funding for business operations. As set forth on the proposed 2-week Budget, the Debtor intends to use cash in the aggregate sum of $108,013 from May 23 to June 6, 2017. Currently, the Debtor estimates its inventory as having a value of approximately $0, and its account receivable balance of approximately $200,000. The Debtor asserts that the greatest value of the cash collateral can only be achieved through ongoing operation of the Debtor's business. The Debtor contends that it will be replacing its accounts, cash and cash equivalents in the course of its daily operations, and therefore, the collateral base will remain stable and wil improve over time, giving the Debtor a positive cash position after meeting expenses during the term of the Chapter 11 case. The Debtor identifies these secured creditors that may claim liens in its assets, including its inventory and accounts receivables: (a) GE Commercial Distribution Finance Corp./Wells Fargo Commercial Distribution Finance, LLC (b) Key Government Finance, Inc. (c) SYNNEX Corp. (d) CSNK Workiing Capital Finance Corp. (e) LiftForward, Inc. (f) FC Marketplace, LLC (g) CFO Business Advisors LLC (h) Silicon Mechanics, Inc. However, the Debtor believes that the only secured creditor with a first lien encumbering its accounts receivable and inventory is GE Commercial Distribution Finance Corp., which has been assigned to Wells Fargo Commercial Distribution Finance, LLC. The Wells Fargo claim is approximately $272,542. The Debtor proposes to provide these forms of adequate protection for its Secured Creditors on account of the cash collateral: (a) The Debtor will provide Secured Creditors with postpetition lien on all postpetition inventory, accounts receivable, and income derived from the operation of the business and assets, to that extent that the use of cash results in a decrease in the value of their respective interest in the collateral; (b) The Debtor will only use cash collateral in accordance with the Budget, subject to a deviation on line item expenses not to exceed 15%; (c) The Debtor will keep all of Secured Creditors' collateral fully insured; (d) The Debtor will provide Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; and (e) The Debtor will maintain in good repair all of Secured Creditors' collateral. A full-text copy of the Debtor's Motion, dated May 25, 2017, is available at https://is.gd/jFrFzL About High Plains Computing High Plains Computing, Inc., d/b/a HPC Solutions -- http://www.hpc-solutions.net/ -- offers a broad portfolio of services and solutions in Information Technology (IT), Unified Communications, and Professional Services for the government and healthcare industries. The Company works with manufacturers of IT software, cloud computing, collaboration, storage, and integration. It also offers a wide array of professional services to include IT support and developmental services, data management services, network engineering, technical subject matter experts, administrative services, engineering, and more. High Plains Computing filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14819) on May 23, 2017. The petition was signed by Roger Cree, CEO. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Joseph G. Rosania Jr. The Debtor is represented by Lee M. Kutner, Esq. at Kutner Brinen, P.C. I-LIGHTING LLC: Taps Tydings & Rosenberg as Legal Counsel --------------------------------------------------------- i-Lighting LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Tydings & Rosenberg LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, defend any litigation that may be brought against it, and file a plan of reorganization. The hourly rates charged by the firm range from $385 to $575 for partners, and $250 to $330 for associates. Paralegals charge $160 per hour. Tydings received a retainer of $10,703 prior to the Debtor's bankruptcy filing, and will receive an additional $9,217 within 60 days of the filing. Joseph Selba, Esq., disclosed in a court filing that he and other attorneys of the firm do not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Joseph M. Selba, Esq. Tydings & Rosenberg LLP 100 East Pratt Street, 26th Floor Baltimore, MD 21202 Tel: (410) 752-9715 Fax: (410) 727-5460 Email: jselba@tydingslaw.com About i-Lighting LLC Based in North East, Maryland, i-Lighting LLC -- http://www.ilightingled.com-- provides LED lighting solutions. The Debtor conducts business under the name Stairlighting. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. Scott D. Holland, managing member and chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $294,316 in assets and $2.34 million in liabilities. Judge David E. Rice presides over the case. ICAGEN INC: Incurs $806,000 Net Loss in First Quarter ----------------------------------------------------- Icagen, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $805,726 on $5.81 million of revenues for the three months ended March 31, 2017, compared to a net loss of $1.10 million on $900,866 of revenues for the same period in 2016. As of March 31, 2017, Icagen had $14.05 million in total assets, $18.23 million in total liabilities, and a total stockholders' deficit of $4.18 million. The Company has a history of annual losses from operations since inception and it has primarily funded its operations through sales of its unregistered equity securities and cash flows generated from government contracts and grants, settlement of lawsuits and more recently from bridge note funding and debt funding, commercial customers and subsidy income. Although, the Company is generating funds from commercial customers and government grants, the Company continues to experience losses and may need to raise additional funds in the future to meet our working capital requirements. "To date, we have never generated sufficient cash from operations to pay our operating expenses," the Company stated in the filing. "Despite the $32 million we expect to derive from Icagen-T for services provided to and operating expense contributions paid by Sanofi over the next five years, of which $15,240,000 has been received as of March 31, 2017, and the revenue we expect to receive from Pfizer, we expect our expenses to increase as our operations expand and our expenses may continue to exceed such revenue. As of December 31, 2016 we had not generated additional revenue from operations to pursue our business strategy, to respond to new competitive pressures or to take advantage of opportunities that may arise. These factors raised substantial doubt about our ability to continue as a going concern." As a result, the Company's independent registered public accounting firm included an explanatory paragraph in its report on the Company's consolidated financial statements as of and for the year ended Dec. 31, 2016, with respect to this uncertainty. "We anticipate that our current cash and cash equivalents, including cash derived from the 2017 debt financing will be sufficient to meet our operating needs for at least the next twelve months. However, if we should require additional capital, we may consider multiple alternatives, including, but not limited to, additional equity financings, debt financings and/or funding from partnerships or collaborations. There can be no assurance that we will be able to complete any such transactions on acceptable terms or otherwise." As of March 31, 2017, the Company had cash totaling $1,616,248, other current assets totaling $1,951,769 and total assets of $14,050,761. The Company had total current liabilities of $10,823,944 and a net working capital deficit of $(7,255,927), which includes deferred subsidy and deferred revenue received from Sanofi of $3,200,000, which will have no impact on cash flow. After eliminating these items the working capital is $4,055,927. Total liabilities were $18,239,516, including deferred purchase consideration of $8,930,215. The deferred purchase consideration includes a net present value discount of $1,569,785 (made up of a gross present value discount of $2,468,700 less imputed interest expense of $898,915), the gross amount still due in terms of the acquisition agreement is $10,500,000 of which $500,000 is dependent on the achievement of a revenue target with Pfizer and $10,000,000 is due based on a potential earn out charge of the greater of (i)10% of gross revenues commencing in January 2017 per quarter and (ii) $250,000 per quarter, up to a maximum of $10,000,000. The Company's stockholders' deficit amounted to $4,188,756. On April 12, 2017, the Company sold in the April 2017 Bridge Financing to three investors, which included two members of our Board of Directors, pursuant to the 2017 Purchase Agreement, 150 Units at a price of $10,000 per unit consisting of a 2017 note in the principal amount of $10,000 and a 2017 Warrant to acquire 1,500 shares of our common stock, par value, $0.001 per share, at an exercise price of $3.50 per share. The aggregate gross cash proceeds to the Company from the sale of the 150 Units was $1,500,000, these notes were repaid on May 12, 2017, together with interest thereon. On May 15, 2017, the Company and Icagen-T entered into a Securities Purchase Agreement with an institutional investor, pursuant to which (i) the Company issued to the Purchaser the Company Note for cash proceeds of $1,920,000 after an original issue discount of 4% or $80,000, before deal related expenses; and (ii) Icagen-T issued to the Purchaser the Icagen-T Note for cash proceeds of $7,680,000 after an original issue discount of 4% or $320,000, before deal related expenses. The Company Note and the Icagen-T Note is convertible into shares of common stock at a conversion price of $3.50 per share. The Company used the proceeds from the Company Note to repay the $1,500,000 aggregate principal amount of the 8% bridge notes issued in April 2017 and all accrued but unpaid interest thereon and the $500,000 owed by the Company pursuant to the terms of the Dentons settlement agreement, and Icagen-T intends to use the net proceeds from the purchase price paid to Icagen-T for general corporate and working capital purposes of Icagen-T, provided, however, proceeds are not to be used for (a) the repayment of any Indebtedness other than Permitted Indebtedness, (b) the redemption or repurchase of any securities of ours, Icagen-T and our Subsidiaries, or (c) except for the payments pursuant to the Settlement Agreement, the settlement of any outstanding litigation; provided, further, Icagen-T will not use any of such proceeds in violation of its arrangements with Sanofi US Services, Inc. "Should we not achieve our forecasted operating results or should strategic opportunities present themselves such that additional financial resources would present attractive investing opportunities for us, we may decide in the future to issue debt or sell our equity securities in order to raise additional cash. We cannot provide any assurances as to whether we will be able to secure any additional financing, or the terms of any such financing transaction if one were to occur." A full-text copy of the Form 10-Q is available for free at: https://is.gd/RveyZb About Icagen Durham, North Carolina-based Icagen, Inc., formerly known as XRpro Sciences, Inc., is a biopharmaceutical company, focuses on the discovery, development, and commercialization of orally-administered small molecule drugs that modulate ion channel targets. Its drug candidates include ICA-105665, a small molecule compound that targets specific KCNQ ion channels for the treatment of epilepsy and pain, which is in Phase II clinical trial stage; and a compound that targets the sodium channel Nav1.7 for the treatment of pain, which is in Phase I clinical trial stage. Icagen reported a net loss of $5.50 million in 2016 following a net loss of $8.67 million in 2015. RBSM LLP, in New York, issued a "going concern" opinion on the financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred recurring operating losses, which has resulted in an accumulated deficit of approximately $27.6 million at Dec. 31, 2016. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. III EXPLORATION: Plan Filing Exclusivity Extended Until May 31 -------------------------------------------------------------- Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the District of Utah extended the exclusive periods during only III Exploration II LP may file a plan of reorganization and solicit acceptances to the plan, through May 31, 2017 and July 31, 2017, respectively. The Troubled Company Reporter has previously reported that the Debtor needed additional time to complete the sale of the Western Uintah Basin Assets, the last Lot of the Debtor's property, and that the closing of the sale will complete the disposition of substantially all of the Debtor's assets. The Debtor's assets mainly consisted of certain parcels of real property and various rights and interests relating to the exploration, drilling and production of oil and gas on lands in Utah, North Dakota, and Colorado. Prior to the Petition Date, it has taken proactive steps to respond to the market pressure and the reduction in its liquidity. The Debtor filed on August 11, 2016, its Motion for Order Approving Bid Procedures for Sale of Substantially All of the Debtor's Assets, which was granted by the Court on August 23. The Debtor, with the consent of its primary lenders, Wilmington Trust, National Association, had determined that its assets should be divided into four bidding lots: (a) assets in the Raton Basin in Colorado; (b) assets in the Williston Basin in North Dakota; (c) assets in the Western Uintah Basin in Utah; and (d) assets in the Eastern Uintah Basin in Utah. Consistent with the Bid Procedures Order, the Debtor had been able to obtain authorization from the Court to sell its Eastern Uintah Basin Assets and North Dakota Assets. However, the Debtor was unable to locate a buyer for the Colorado Assets, and consequently, obtained authorization to abandon that property. The Debtor related that the Court has entered an order allowing it sell its Western Uintah Basin Assets on March 8, 2017, and the sale has not yet closed. The Debtor, however, anticipated the sale to close by May 5, 2017. The Debtor maintained that any plan of reorganization filed in its case would depend largely on the results of the sale of its remaining assets. As such, the Debtor claimed that it will be in a better position to evaluate its moving forward strategy after completion of the sale of its assets, which strategy would be hindered if the Plan Period is allowed to expire and the Debtor was forced to spend resources fending off any competing plans that may be filed. About III Exploration II LP III Exploration II LP and its general partner, Petroglyph Energy, Inc., are headquartered in Boise, Idaho. III Exploration II is engaged in the exploration and production of oil and natural gas deposits, primarily in the Uinta Basin in Utah. III Exploration also has an interest in approximately 42,100 undeveloped acres in the Raton Basin located in Colorado, and participates in joint ventures with respect to properties in the Williston Basin in North Dakota. III Exploration filed a chapter 11 petition (Bankr. D. Utah Case No. 16-26471) on July 26, 2016. The petition was signed by Paul R. Powell, president. The Debtor estimated assets at $50 million to $100 million and debt at $100 million to $500 million. The case is assigned to Judge R. Kimball Mosier. The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq., and Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its general counsel; and A. John Davis, Esq., at Holland & Hart LLP to serve as special counsel. Tudor Pickering Holt & Co. is the Debtor's investment banker. Donlin Recano & Company Inc. is the claims and noticing agent. No trustee or examiner has been appointed, and no official committee of creditors or equity interest holders has been established. INFORMATION SOLUTIONS: Hires Forrester & Worth as Attorney ---------------------------------------------------------- Information Solutions, Inc., d/b/a Refuge Golf & Country Club, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Forrester & Worth, PLLC, as attorney to the Debtor. Information Solutions requires Forrester & Worth to: a. represent the Debtor in the administration of the bankruptcy case, including, without limitation the examination of Debtor's acts, conduct, and property; b. prepare of required records, reports, applications, orders, pleadings, and other legal papers; representation of the Debtor in contested matters and adversary proceedings; c. identify and prosecute of claims and causes of action on behalf of the estate; d. examine proofs of claim and possible objections to such claims; e. prepare a plan and disclosure statement and representation of the Debtor in related confirmation proceedings; and f. assist and advise the Debtor in the performance of its official duties and functions. Forrester & Worth will be paid at these hourly rates: Attorney $400-$450 Paralegal $150 On March 22 through March 23, 2017, Forrester & Worth received from the Debtor by wire transfer the total amount of $10,000. On April 11, Forrester & Worth received from Lloyd Hightower, shareholder of the Debtor, by wire transfer the amount of 50,000. On May 17, 2017, Forrester & Worth received from Glenn Nudelman, shareholder of the Debtor, by wire transfer the amount of $40,000. Forrester & Worth will also be reimbursed for reasonable out-of-pocket expenses incurred. John R. Worth, member of Forrester & Worth, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Forrester & Worth can be reached at: John R. Worth, Esq. FORRESTER & WORTH, PLLC 3636 North Central Avenue, Suite 700 Phoenix, AZ 85012 Tel: (602) 258-2729 About Information Solutions, Inc. Information Solutions -- http://www.refugecountryclub.com/-- owns the Refuge Golf & Country Club located at 3103 London Bridge Rd. Lake Havasu City, AZ 86404. The property is valued at $2 million. Information Solutions, Inc., based in Lake Havasu City, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-05481) on May 17, 2017. The Hon. Madeleine C. Wanslee presides over the case. John R. Worth, Esq., at Forrester & Worth, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $2.06 million in assets and $12.78 million in liabilities. The petition was signed by Jerry Aldridge, president. J.J. BAKER: Files Chapter 11 Liquidating Plan --------------------------------------------- J.J. Baker, LLC, filed with the U.S. Bankruptcy Court for the Western District of Missouri a Chapter 11 liquidating plan, which proposes to pay creditors from the sale of its assets. According to the plan, the company has already identified a prospective purchaser, who is currently conducting due diligence and is prepared to buy some or all of its rental properties. Although no purchase price has been established, J.J. Baker anticipates that the sale will yield proceeds sufficient to pay the balance owed secured creditors in full. If the sale is not consummated on or before August 17, the company will retain Robert Kollmeier, Inc. to auction its properties, which include an office building located at 855 E. Mt. Gilead Road; a restaurant located at 107-109 Main Street; and two houses, one duplex and six townhouses located at 2375 S. Pike, in Missouri. The plan provides for two classes of secured claims: Class 2 secured claim of Farmers State Bank in the amount of $1,814,000.11, and Class 2 secured claim of Polk County, Missouri, in the amount of $41,589.94. Farmers will be paid in full from the sale of the properties on or before August 17. The other secured claim will also be paid from the sale proceeds. J.J. Baker does not have general unsecured creditors, according to its disclosure statement filed on May 16. A copy of the disclosure statement is available for free at https://is.gd/jZ2JzV About J.J. Baker J.J. Baker, LLC has been in the business of developing and renting commercial real estate in Bolivar, Missouri, since 2003. The Debtor filed a Cchapter 11 petition (Bankr. W.D. Mo. Case No. 16-60866) on August 29, 2016. Jack J. Baker and Lynda E. Baker, managing members, signed the petition. At the time of the filing, the Debtor disclosed $3.34 million in assets and $1.85 million in liabilities. The Debtor is represented by Mariann Morgan, Esq., at Checkett & Pauly, P.C. An official committee of unsecured creditors has not been appointed in the case. KATY INDUSTRIES: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------ Andrew Vara, acting U.S. trustee for Region 3, on May 26 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Katy Industries, Inc., and its affiliates. The committee members are: (1) Deltco of Wisconsin, Inc. d/b/a Deltco Plastics Attn: Randy Larson 601 Industrial Park Road Ashland, WI 54806 Phone: 715-682-9007 Fax: 715-682-0358 (2) Majestic-Norwalk, LLC Attn: Edward Roski 13191 Crossroads Hwy North, 6th Floor City of Industry, CA 91746-3497 Phone: 562-948-4337 Fax: 562-695-2329 (3) Titan Manufacturing Group, LLC Attn: Terry White P.O. Box 5 Glandorf, OH 45848 Phone: 419-309-4122 (4) Atreus Enterprises Attn: John Cooper 7800 Secretariat Drive Saline, MI, 48176 Phone: 248-761-1420 Fax: 734-677-9969 (5) Material Difference Technologies, LLC Attn: Terry Ingham 1501 Sarasota Center Blvd. Sarasota, FL 34240 Phone: 888-818-1283, Ext. 108 Fax: 888-814-9829 (6) Hilos y Mechas S.A. de C.V. Attn: Joseph Handal 22-24 Calle 1-4 Ave. Barrio Guadalupe No 110 San Pedro Sula, Honduras Phone: ++(504) 2558-8141 Fax: ++504-2558-8142 (7) Job Finders Employment Services, Co. Attn: Samuel Trapp 1729 W. Broadway #4 Columbia, MO 65203 Phone: 573-446-4250 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 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 voluntary petitions for relief under the Bankruptcy Code (Bankr. D. Del. Lead 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. KE KAILANI: Taps Shafferman & Feldman as Legal Counsel ------------------------------------------------------ Ke Kailani Development, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Shafferman & Feldman LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, and assist in the preparation of a plan of reorganization. Joel Shafferman, Esq., the attorney designated to represent the Debtor, will charge an hourly fee of $400. The firm received from Michael Fuchs, member of the Debtor, a retainer of $20,000, plus $1,717 for the filing fee. Mr. Shafferman disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel Shafferman, Esq. Shafferman & Feldman LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: 212 509-1831 Email: joel@shafeldlaw.com About Ke Kailani Development Ke Kailani Development, LLC is a corporation formed under the laws of Hawaii, which develops a high-end fee simple luxury community. Its principal assets are located at 33 Reyburn Drive Katonah, New York. The Debtor currently has no employees. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-22662) on May 1, 2017. Michael Fuchs, managing member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Robert D. Drain presides over the case. No committee of creditors, trustee or examiner has been appointed. KEMPLON MARINE: Has Interim Authority to Use PFG Cash Collateral ---------------------------------------------------------------- Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida authorized Kemplon Marine, Inc., to use the cash collateral of Paragon Financial Group, Inc., on an interim basis. Prior to the Petition Date, in exchange for purchasing the Debtor's accounts and pursuant to the Factoring Agreement, Paragon Financial made purchase price advances to the Debtor in respect to which Paragon Financial has a fully secured claim in the aggregate amount of $23,485. Paragon Financial has consented to the Debtor's use of cash collateral, which cash collateral will be used in order to pay the Debtor's expenses for employee payroll and insurance and only in accordance with the budget. The approved May 2017 operating Budget provides total expenses of approximately $40,139. The Debtor is authorized to use cash collateral, consisting of proceeds of non-purchased accounts in an amount not to exceed $2,425, which the Debtor is solely permitted to use in order to pay its vendor, Tampa Armature Works, two invoices for repairs to a motor that that operates deck equipment on a customer's vessel. These funds will be used exclusively to enable the Debtor to complete Job #636305 for $22,767 which will allow the Debtor to collect the remaining 50% payment on the invoice. Paragon Financial is granted, a valid, binding, enforceable and perfected first and senior security interest and liens in all of the Debtor's assets acquired or arising on or after the commencement of the Bankruptcy Case, including cash collateral. Paragon Financial is also entitled to retain and apply to all prepetition monetary obligations owing to Paragon Financial, all collections, remittances, and proceeds Paragon Financial receives in regards to all prepetition purchased accounts, including all fees and charges, including attorneys' fees incurred by Paragon Financial. In the event the Debtor comes into possession of any proceeds of prepetition purchased accounts, the Debtor is directed to remit all such proceeds directly to Paragon Financial. Paragon Financial notified the Court that since it failed to receive notice of the Debtor's chapter 11 bankruptcy filing, Paragon Financial, after the Petition Date, unwittingly made one or more post-petition advances to the Debtor in exchange for purchasing accounts from the Debtor, as evidenced by Invoice No. 1558 dated 5/5/2017 in the amount of $7,046. A continued hearing on the use of cash collateral has been set for May 26, 2017 at 9:30 a.m. A full-text copy of the Order, dated May 24, 2017, is available at https://is.gd/fhCYGB About Kemplon Marine Kemplon Marine, Inc., d/b/a Kemplon Engineering, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-15732) on May 5, 2017. Colette O'Hanlon, president, signed the petition. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,001 to $500,000 in liabilities. The Hon. John K Olson presides over the case. The Debtor is represented by Mark S. Roher, Esq. at Law Office of Mark S. Roher, P.A. KEMPLON MARINE: Wants to Use Paragon Financial's Cash Collateral ---------------------------------------------------------------- Kemplon Marine, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral of Paragon Financial Group during the month of May 2017. The subject of this Motion is $28,587 representing the current outstanding balance of the funds provided to the Debtor by Paragon pursuant to that certain Factoring and Security Agreement dated Nov. 12, 2012. The Debtor says it has an immediate and critical need to use cash collateral, which is subject to the Factoring Agreement, in order to maintain and continue business operations. The Debtor needs to use cash collateral to pay its normal business expenses and payroll. Without the ability to continue to use cash collateral, the Debtor's estate and creditors would suffer immediate and irreparable harm. The Debtor proposes to grant Paragon Financial a replacement lien on all postpetition cash and receivables. The proposed budget provides for receivables and income for May 2017: Incoming receivables for week of 5-15: $13,136 Income - billable for week of 5-22: $14,672 Income - billable for week of 5-29: Bravado Final balance - scheduled for billing 5-29 - Est 1604: $2,799 Bombardier job 636130: $45,249 ------- Total Gross Income for May 2017: $75,856 Cash in Bank: $33,728 Total Receivables Plus Cash in Bank: $109,584 A copy of the Debtor's request and budget is available at: http://bankrupt.com/misc/flsb17-15732-19.pdf Headquartered in Fort Lauderdale, Florida, Kemplon Marine, Inc., is primarily engaged in the business of repairing boats and other vessels. Kemplon Marine filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-15732) on May 5, 2017, estimating up to $50,000 in assets and between $100,001 and $500,000 in liabilities. Mark S. Roher, Esq., at the Law Office of Mark S. Roher, P.A., serves as the Debtor's bankruptcy counsel. L & B CONSTRUCTION: Foreclosure Auction on June 23 -------------------------------------------------- Anthony Mascolo, Esq., as Referee, will sell at public auction to the highest bidder on June 23, 2017, at 10:00 a.m., the assets of L & B Construction NY, Inc., et al. The sale will be held in Courtroom 25 of the Queens County Supreme Court located at 88-11 Sutphin Blvd., Jamaica, New York 11435. The assets consist of the liened premises designated as Block 9615, Lot 26, in the City of New York, County and Borough of Queens, State of New York and known as 107-42 Van Wyck Expressway SRW, South Richmond Hill, New York 11419. By virtue of a Judgment of Foreclosure and Sale duly granted and entered in and action entitled NYCTL 1998-2 Trust and The Bank of New York Mellon as Collateral Agent and Custodian for the NYCTL 1998-2 Trust v. L & B Construction NY, Inc., et al, bearing Index No. 19273-13 before the Supreme Court of the State of New York, County of Queens, IAS Part 35, on or about March 7, 2016, the approximate amount of the judgment is $13,698.72 plus interest and other charges. The property is being sold subject to the terms and conditions stated in the judgment, any prior encumbrances and the terms of sale which shall be available at the time of sale. The Referee may be reached at: Anthony Mascolo, Esq. 123-60 83rd Avenue, Suite IV Kew Gardens, New York 11415 Tel: (718) 261-2215 Attorney for Plaintiff: DAVID P. STICH, ESQ. 521 Fifth Avenue, 17th Floor New York, New York 10175 Tel: (646) 554-4421 LA RIVIERA: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: La Riviera Bar, LLC 113 Main Street Matawan, NJ 07747 Business Description: La Riviera Bar is a small business debtor as defined in 11 U.S.C. Section 101(51D). It owns a commercial real estate valued at $450,000. Chapter 11 Petition Date: May 26, 2017 Case No.: 17-20816 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Michael B. Kaplan Debtor's Counsel: John Charles Allen, Esq. LAW OFFICES OF JOHN CHARLES ALLEN, LLC 292 Livingston Avenue New Brunswick, NJ 08901 Tel: (732) 828-9200 Fax: 732)828-9204/8750395 Email: jcaesq@johncharlesallen.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ida Bea, authorized representative. The Debtor has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb17-20816.pdf LAMPLIGHT CONDOMINIUM: Taps Comer & Company as Accountant --------------------------------------------------------- Lamplight Condominium Association, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire an accountant. The Debtor proposes to hire Comer & Company, Certified Public Accountants to provide these services related to its Chapter 11 case: (a) review the Debtor's financial records; (b) prepare income tax returns for 2016; (c) prepare income tax returns for prior years that have not been filed (State of Connecticut returns for 2002 to 2015 and the federal returns for 2011 to 2015); (d) determine a course of action to complete Chapter 11 plan of reorganization relative to tax treatment. (e) assist in preparing monthly operating reports. (f) perform other services related to the Debtor's bankruptcy proceeding. Thomas Comer, a certified public accountant and owner of Comer & Company, will be paid an hourly fee of $275. Meanwhile, the firm's associate accountants will charge $175 per hour to prepare returns for prior years that have not yet been filed. Mr. Comer disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Comer & Company can be reached through: Thomas D. Comer Comer & Company Certified Public Accountants Rev. John Cookson House 61 E. Main Street Middletown, CT 06457 Tel: (860) 346-2100 About Lamplight Condominium Association Lamplight Condominium Association, Inc., a non-stock corporation based in Connecticut, manages the common elements of Lamplight Condominiums located in East Hartford, Connecticut. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 17-20078) on January 22, 2017, listing under $1 million in both assets and liabilities. The Debtor hired Grafstein & Arcaro, LLC as legal counsel, and Lloyd Langhammer, Esq., as special counsel. No examiner, trustee or committee has been appointed in the case. LANE FAMILY: Wants Access to Cash Collateral Through Sept. 30 ------------------------------------------------------------- Lane Family Limited Partnership No. One seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to use up to $8,469 of cash collateral per month, to pay monthly expenses in the ordinary course of business for the three-month period ending on September 30, 2017. The Debtor owns four parcels of real property located at: 20988 E. Hwy. 12, Clements, CA 20530 E. Hwy. 12, Clements, CA 22801 N. Johnson Rd., Clements, CA 22659 N. Johnson Rd., Clements, CA The Debtor also owns certain Mitigation Bank Credits arising from the designation by the U.S. Fish and Wildlife Service of approximately 814 acres of land formally owned by the Debtor as the Fitzgerald Ranch Conservation Bank pursuant to that certain Conversation Agreement and Perpetual Conservation Easement Grant. These entities may potentially assert interests in the Debtor's assets, including cash collateral: (a) SJ County Tax Collector holds a claim of approximately $5,863, which is secured by the Real Properties; (b)First Community Bank holds a claim of approximately $2,287,566, which is secured by Real Properties and Mitigation Bank Credits; (c) Strategic Funding Source, Inc. holds a claim of approximately $9,995, which is secured by the Debtor's receivables, personal property, and Mitigation Bank Credits; (d) Frog Funding, LLC holds a claim of approximately $15,000, which is secured by the Debtor's receivables, personal property, and Mitigation Bank Credits The Debtor asserts that the cash collateral assets have a combined value of at least $5,344,000 but the estimated secured claims against the property total $2,318,424. Therefore, the Debtor says that the secured claims are adequately protected by $3,025,576 equity cushion, representing 56.62% of the assets' values. Accordingly, the Debtor contends that while it need not provide replacement liens in the cash collateral because the liens are fully secured by the Properties and are adequately protected by the substantial equity cushions in the properties, however, the Debtor does not oppose the granting of replacement liens should the Court so require. By using the cash collateral, the Debtors will be able to stabilize their operations and execute on their plan of reorganization, which they expect to result in increased income through the lease of Debtor's real property and the addition of cattle. The proceeds from Debtor's future operations and the sale of Mitigation Bank Credits will in turn be used to repay these creditors through the plan of reorganization. A full-text copy of the Debtor's Motion, dated May 24, 2017, is available at https://is.gd/9WP5c8 About Lane Family LP No. One Lane Family Limited Partnership No. One's bankruptcy case was commenced by filing voluntary chapter 12 petition on Jan. 4, 2017. Jan Johnson was the appointed acting Chapter 12 Trustee. The case was later converted to one under chapter 11 (Bankr. E.D. Cal. Case No. 17-20038) on March 15, 2017. The Debtor is represented by Iain A. MacDonald, Esq., and Matthew J. Olson, Esq., at MacDonald Fernandez LLP. LARKIN EXCAVATING: Taps Evans & Mullinix as Legal Counsel --------------------------------------------------------- Larkin Excavating, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire legal counsel. The Debtor proposes to hire Evans & Mullinix, P.A. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates for the primary attorneys and paralegals anticipated to represent the Debtor are: Thomas Mullinix $300 Joanne Stutz $300 Colin Gotham $300 Paralegals $100 Prior to the Debtor's bankruptcy filing, the firm received from the Debtor $20,000 to prepare the petition, schedules of assets and liabilities, and initial pleadings. These funds were advanced to the Debtor by Joshua Boeppler, nephew of John Larkin, Debtor's president. Joanne Stutz, Esq., a partner at Evans & Mullinix, disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joanne B. Stutz, Esq. Evans & Mullinix, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Phone: (913) 962-8700 Fax: (913) 962-8701 Email: jstutz@emlawkc.com About Larkin Excavating Inc. Larkin Excavating, Inc. -- http://larkinexcavating.com-- provides construction services and operates throughout the United States. It owns a shop and office building located at 13575 Gilman Road, Lansing, Kansas, valued at $453,500; a vacant land in Eisenhower Road, Leavenworth, with a value of $300,000; and a track of real property, identified by Larkin as the rock quarry and landfill, in Leavenworth County, valued at $400,000. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-20890) on May 17, 2017. John Larkin, president, signed the petition. At the time of the filing, the Debtor disclosed $3.46 million in assets and $6.38 million in liabilities. Judge Dale L. Somers presides over the case. LILY ROBOTICS: DA Objects to Proposed Customer Refunds Process -------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that San Francisco Assistant District Attorney Daniel C. Amador is objecting to Lily Robotics Inc.'s proposed claims process customer refunds in its Chapter 11 case. The Assistant DA, Law360 relates, argued that the establishment of a bar date for claims and a process for filing proofs of claims will only delay the return of money customers prepaid for a flying camera drone that Lily never delivered. About Lily Robotics Based in Atherton, California, Lily Robotics, Inc., is the developer of the Lily Camera, a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. Lily Robotics sells its products internationally through its Web site at https://www.lily.camera/ Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in total assets and $37.53 million in total liabilities as of Dec. 31, 2016. The petition was signed by Spencer L. Wells, director. Judge Kevin J. Carey presides over the case. Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz, Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's bankruptcy counsel. Prime Clerk LLC is the Debtor's claims and noticing agent. On March 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its lead counsel, and Richards, Layton & Finger, P.A., as its Delaware and conflicts counsel. No trustee or examiner has been appointed in the case. M.O.R. PRINTING: Can Continue Access to Collateral Until May 31 --------------------------------------------------------------- After being advised that M.O.R. Printing, Inc., and People's Capital & Leasing Corporation have come to a mutual agreement, Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida entered an agreed order authorizing the Debtor to use cash collateral. People's Capital is owed indebtedness in excess of $1,000,000 as of the Petition Date, and holds a security interest in all of the Debtor's assets, including but not limited to cash collateral, accounts receivables, proceeds and all personal property including a KBA Rapida Six Color Sheetfed Offset Press, a Heidelberg Stitchmaster Saddle Stitcher, and other related equipment. The Debtor said it is in the process of changing its business operations from printing and related services to more of a brokerage type of business, and so will no longer need most of the collateral after May 31, 2017, at which time the Debtor is vacating is current business location at 3585 NW 54th Street, Fort Lauderdale, Florida 33309 and moving to 610 SW 12th Ave., Pompano Beach, Florida 33069. Accordingly, People's Capital is authorized to visit the Debtor's place of business to inspect the collateral up through and including May 31, 2017, and granted relief from the automatic stay with respect to the Equipment Collateral remaining at the Debtor's existing premises. The Debtor consents to People's Capital conducting a secured party sale of the Equipment Collateral. Upon completion of the sale of the Equipment Collateral, People's Capital will provide the Debtor with an accounting of the sale and a statement of the remaining balance due on the Loan. If there is any remaining deficiency, the Parties will attempt to negotiate a consensual payment plan for same that permits the Debtor to continue to utilize the cash collateral to conduct its business operation and will submit an agreed Order as to same. However, if there remain any proceeds from the sale after payment of expenses and People's Capital on account of its Loan, the Debtor will file a motion with the Court to direct the further distribution of the proceeds. The Debtor has provided a list of the items of Equipment Collateral that it wishes to retain and will pay People's Capital for the total purchase price of $37,500. The Debtor has located unrelated, third party buyers for two items of the Equipment Collateral. Subject to the approval of the Court, in a motion to be filed by the Debtor no later than May 31, 2017, People's Capital consents to the Debtor selling the following items: (a) Ryobi 524 HE Sheetfed press. 4/color 14 x 20, Year 2002, Debtor has an offer from All Points Machinery, for $32,000 cash (b) Ryobi 3304H Sheetfed press, 4/color, 12 x 17, s/n 1455, Year 1999; Debtor has an offer from Delta Printing for $7,500 cash The Debtor is directed not to remove the Sale Items from the Debtor's current premises, and the Sale Items will remain subject to People's Capital's liens until their sale is approved by the Court and the proceeds paid to People's Capital. If the sale of the Sale Items does not occur, then these items will be included with the Equipment Collateral and will sold pursuant to the terms of the Agreed Order. Among other things, Judge Olson directed the Debtor to: (a) file its April monthly operating report on May 19, 2017; (b) not move the physical collateral (i.e., the machinery, equipment, etc.) from its current location; (c) pay two adequate protection payments to People's Capital, with $20,000 wired on May 19, 2017 and $15,000 wired on May 22, 2017, as authorized under the Cash Collateral Order; (d) cease using the Press on May 22, 2017, and will clean it and prepare it for sale; (e) file a motion with the Court, seeking an Order authorizing the purchase of the Retained Collateral, no later than May 31, 2017; (f) file a motion with the Court to authorize such sales and distribution no later than May 31, 2017; and (g) file a revised budget for the use of cash collateral going forward with respect to its reduced business operations no later than June 7, 2017. People's Capital will continue to have the replacement liens as set forth in the Cash Collateral Order. A final hearing on the use of cash collateral will remain scheduled for June 27, 2017 at 10:30 a.m. A full-text copy of the Agreed Order, dated May 24, 2017, is available at https://is.gd/efEGaa About M.O.R. Printing M.O.R. Printing, Inc., based in Fort Lauderdale, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-11570) on Feb. 8, 2017. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Owen Luttinger, president. The Hon. John K Olson presides over the case. Chad T. Van Horn, Esq., at Van Horn Law Group, P.A., serves as counsel to the Debtor. MACK INDUSTRIES: Trustee Taps Jenner & Block as Legal Counsel ------------------------------------------------------------- The Chapter 11 trustee for Mack Industries, Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire his own firm as legal counsel. Ronald Peterson, the court-appointed trustee, proposes to hire Jenner & Block LLP to, among other things, give legal advice regarding his duties under the Bankruptcy Code, investigate the Debtor's transactions and financial condition, and assist in liquidating assets of the bankruptcy estate. The hourly rates charged by the firm are: Partners $770 - $1,250 Associates $445 - $795 Staff Attorneys $380 - $480 Paralegals $305 - $365 Project Assistants $205 - $215 Mr. Peterson disclosed in a court filing that neither the firm nor its attorneys hold or represent any interest adverse to the etate. The firm can be reached through: Ronald R. Peterson, Esq. Angela M. Allen, Esq. Nicholas E. Ballen, Esq. Jenner & Block LLP 353 N. Clark Street Chicago, IL 60654 Tel: 312-222-9350 Fax: 312-527-0484 About Mack Industries Headquartered in Tinley Park, Illinois, Mack Industries, Ltd. -- http://www.mackcompanies.com/-- provides real estate management services. Mack owns, develops, constructs, leases, and manages real estate properties. MACK serves customers in the State of Illinois. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-09308) on March 24, 2017, estimating its assets at $1 million to $10 million and liabilities at $10 million to $50 million. Judge Carol A. Doyle presides over the case. Eric G. Zelazny, Esq., at the Law Offices Of Eric G. Zelazny has served as the Debtor's bankruptcy counsel. On May 11, 2017, the court approved the appointment of Ronald R. Peterson as Chapter 11 trustee for the Debtor. MARSH SUPERMARKETS: Taps Young Conaway as Legal Counsel ------------------------------------------------------- Marsh Supermarkets Holding, LLC has filed an application seeking approval from the U.S. Bankruptcy Court in Delaware to hire Young Conaway Stargatt & Taylor, LLP. The firm will serve as legal counsel to Marsh Supermarkets and its affiliates in connection with their Chapter 11 cases. The firm's services include advising the Debtors regarding their duties under the Bankruptcy Code, and assisting them in the preparation of a bankruptcy plan. The principal attorneys and paralegal designated to represent the Debtors, and their standard hourly rates are: Robert Brady $890 Michael Nestor $820 Robert Poppiti, Jr. $520 Ashley Jacobs $430 Shane Reil $370 Tara Pakrouh $340 Troy Bollman $240 Young Conaway received retainer fees totaling $240,000 in connection with the planning and preparation of initial documents and its proposed postpetition representation of the Debtors. Moroever, the firm received $57,113 on March 22, and $18,704.69 on March 31 to replenish the retainer. Michael Nestor, Esq., a partner at Young Conaway, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Nestor disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors. Mr. Nestor also disclosed that Young Conaway was retained by the Debtors pursuant to an employment agreement dated December 14, 2016, and that the billing rates and terms of the agreement are the same as those contained in the application except that the firm's hourly rates increased on January 1, which was disclosed to the Debtors. The Debtors will be approving a prospective budget and staffing plan for the firm's employment for the post-petition period, and that the budget may be amended as necessary to reflect changed or unanticipated developments, Mr. Nestor further disclosed in court papers. Young Conaway can be reached through: Robert S. Brady, Esq. Michael R. Nestor, Esq. Robert F. Poppiti, Jr., Esq. Ashley E. Jacobs, Esq. Shane M. Reil, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1256 About Marsh Supermarkets Founded in 1931, Marsh Supermarkets is a retail food chain headquartered in Indianapolis, Indiana, with stores throughout Central Indiana and parts of western Ohio. A substantial majority of the stores are operating under the Marsh Supermarkets banner, and a handful of stores operate as O'Malia Food. Marsh was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP and certain independent investors. As of the petition date, Marsh operates a total of 60 stores in Indiana and Ohio, and have a workforce of approximately 4,400 employees. Marsh Supermarkets Holding, LLC and 15 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11066) on May 11, 2017. Lee A. Diercks, chief restructuring officer, signed the petitions. At the time of filing, Marsh estimated less than $50,000 in assets and $50 million to $100 million in debt. Judge Brendan Linehan Shannon presides over the cases. The Debtor tapped Clear Thinking Group as restructuring advisor; Peter J. Solomon Company as investment banker; and Prime Clerk LLC as claims and noticing agent. On May 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. MAXUS ENERGY: Madison Buying De Minimis Assets for $317K -------------------------------------------------------- Maxus Energy Corp. and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of its sale of de minimis assets that consists of its right, title and interest in and to that First Colony Life Insurance Co. Policy Number XXXXX09 to Madison Square Holdings, LLC, for $316,510 pursuant to the Sale Order, dated April 5, 2017. Objections, if any, must be filed no later than June 8, 2017. The Debtors entered into Purchase Agreement, dated May 24, 2017, with the Buyer for the purchase of Assets. The Debtors propose to sell the Assets to the Purchaser on an "as is" basis, free and clear of all liens, claims or encumbrances. The Purchaser has agreed to pay a purchase price of $316,510 for the Assets. The Debtors are aware of any liens and/or encumbrances on the Assets. To the extent that any party has liens or encumbrances on the Assets, the Debtors submit that any such lien or encumbrance will attach to the proceeds of the sale with the same validity, extent and priority such Lien had immediately prior to the sale of the Assets, subject to any rights and defenses of the Debtors with respect thereto. If no Objections are filed with the Bankruptcy Court and served on the Interested Parties by the Objection Deadline in accordance with the terms of the Sale Order described, then the Debtors may proceed with the De Minimis Sale in accordance with the terms of the Sale Order. The Debtors may consummate a De Minimis Sale prior to expiration of the applicable Objection Deadline if the Debtors obtain each Interested Party's written consent to the De Minimis Sale. About Maxus Energy Corporation Based in Dallas, Texas, Maxus Energy Corp.'s business is comprised of three principal components: (i) management of various oil and gas-related interests held by Maxus and its wholly-owned subsidiaries, (ii) environmental remediation management services by Tierra Solutions, Inc., which also holds title to certain real estate properties, and (iii) management of legacy employee benefit obligations to retired former employees. Maxus Energy 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 formed an Official 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, named an Official Committee of Retirees, with these members: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MAXUS ENERGY: MoFo Touts Succesful Restructuring of Debtor Client ----------------------------------------------------------------- With the confirmation of Maxus Energy's chapter 11 liquidation plan on May 22, the Business Restructuring & Insolvency team at global law firm Morrison & Foerster has secured another successful outcome for debtor clients in a major bankruptcy case. Jennifer Marines, a partner in the Group, led the Maxus case along with former Judge James Peck, who chairs the firm's Business Restructuring & Insolvency Group. The Maxus case involved billions of dollars in environmental claims with federal agencies, and the plan process highlights the importance of collaboration and creativity in conflict resolution. MoFo is widely recognized as a go-to firm for creditors' committee representation, and has established itself as a leader in significant debtor work as well. A notable example is MoFo's representation of Residential Capital (ResCap) in the largest chapter 11 case filed in the last five years. The firm had a central role in developing a nearly universally-supported global settlement that resolved in excess of $100 billion in claims against ResCap. In the Maxus case, MoFo guided the structuring of a chapter 11 plan, which attracted the support of over 99% in amount of voting claims. The firm's ability to efficiently and deftly navigate the chapter 11 process, as well as its deep expertise with bankruptcy-related environmental issues, enabled Maxus to maximize value for stakeholders and resolve its environmental liabilities. The Maxus representation closely follows another debtor-side case for MoFo where environmental obligations were a major factor. The firm represented giant oil refinery Hovensa in what was the largest chapter 11 case ever filed in the US Virgin Islands. "The Maxus case, like the Hovensa case before it, is noteworthy because the chapter 11 proceeding was able to resolve massive environmental regulatory obligations imposed by federal and local agencies that are generally not subject to compromise," explained Ms. Marines. MoFo's highly regarded bankruptcy practice and strong global platform were factors that attracted Judge Peck to the firm when he joined as Group co-chair more than three years ago. He comments that "Morrison & Foerster has a wonderful culture of client service that promotes efficient and successful outcomes in complex chapter 11 debtor representations. While mediating plan negotiations in ResCap, I saw how well the MoFo team functioned, and I was very impressed. Since I joined the firm, our restructuring and insolvency capabilities have continued to expand globally." 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. METRO NEWSPAPER: Creditors Panel Hires Lowenstein as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Metro Newspaper Advertising Services, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Lowenstein Sandler LLP, as counsel to the Committee. The Committee requires Lowenstein Sandler to: (a) advise the Committee with respect to its rights, duties, and powers in the Chapter 11 Case; (b) assist and advise the Committee in its consultations with the Debtor relative to the administration of the Chapter 11 Case; (c) assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests and any proposed financing that may be proposed in the bankruptcy case; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor's business; (e) assist the Committee in its investigation of the liens and claims of the holders of the Debtor's pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, financing and use of cash collateral, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; (g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in the Chapter 11 Case; (h) represent the Committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives in the Chapter 11 Case, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals, including Lowenstein Sandler; (k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (l) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler will be paid at these hourly rates: Partners $575-$1,150 Senior Counsel/Counsel $405-$700 Associates $300-$575 Paralegals/Assistants $115-$300 Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. Mary E. Seymour, a partner of Lowenstein Sandler LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; 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. Lowenstein Sandler can be reached at: Mary E. Seymour, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Metro Newspaper Advertising Services, Inc. Metro Newspaper Advertising Services, Inc. -- http://www.metrosn.com-- is a comprehensive advertising resource that specializes in newspapers and all newspaper related products, both print and digital. Metro Newspaper Advertising Services, Inc., based in Yonkers, N.Y., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-22445) on March 27, 2017. The petition was signed by Phyllis Cavaliere, chairman & CEO. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Robert D. Drain presides over the case. Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as bankruptcy counsel. MICROSEMI CORP: S&P Lowers Sr. Secured Securities Rating to BB- --------------------------------------------------------------- S&P Global Ratings lowered its ratings on Aliso Viejo, Calif.-based semiconductor maker Microsemi Corp.'s senior secured instruments to 'BB-' from 'BB' and removed them from CreditWatch, where S&P placed them with negative implications on May 11, 2017. The action follows the company's announcement that it exited the early tender period for its 9.125% unsecured notes with lenders tendering roughly $170 million of notes in face value for $200 million in purchase price. At the same time, S&P revised its recovery rating on the secured instruments to '3' from '2', which reflects S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. S&P assumes that Microsemi will fund most of the consideration for the transaction with a draw on its revolving credit facility, which it will repay from cash flow in future periods. S&P's 'BB-' rating and positive outlook on the company and S&P's 'B+' rating on its unsecured notes are unchanged. The rating action reflects lower recovery expectations on the secured debt in a default scenario because of a thinner layer of unsecured debt to absorb first losses. Despite the negative rating action resulting from a higher estimated loss given default, S&P thinks the transaction modestly lowers the probability of default given the positive impact on cash flow of retiring high-coupon debt. The positive outlook reflects S&P's view that it could raise the rating if cost reductions and continued debt repayment result in leverage in the 3x area. This metric was 3.5x at April 2, 2017, and S&P believes Microsemi will continue allocating cash flow to debt repayment until it reaches 3x. If there are no further changes to the capital structure, an upgrade of the company would also result in raising the rating on the senior secured instruments back to 'BB'. RATINGS LIST Microsemi Corp. Corporate Credit Rating BB-/Positive Ratings Lowered/CreditWatch Action Microsemi Corp. To From Senior Secured BB- BB/WatchNeg Recovery Rating 3(65%) 2(70%) NECHE LLC: Hires Christine A. Roberts as Counsel ------------------------------------------------ NECHE, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Offices of Christine A. Roberts PLLC, as counsel to the Debtor. NECHE, LLC requires Christine A. Roberts to: a. prepare on behalf of the Debtor and debtor-in-possession, all necessary or appropriate motions, applications, orders, answers, reports and other papers in connection with the administration of the Debtor's estate; b. take necessary and appropriate actions in connection with a plan of reorganization and related disclosures statement and all related documents and such further actions as may be required actions in connection with the administration of the case; c. take any and all necessary actions to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions against the Debtor, the negotiations of disputes in which the Debtor is involved and objections to claims filed against the Debtor's estate; and d. perform all other necessary legal services in connection with the Chapter 11 case. Christine A. Roberts will be paid at these hourly rates: Attorney $350 Paralegal $50 Christine A. Roberts will also be reimbursed for reasonable out-of-pocket expenses incurred. Christine A. Roberts, member of The Law Offices of Christine A. Roberts PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Christine A. Roberts can be reached at: Christine A. Roberts, Esq. THE LAW OFFICES OF CHRISTINE A. ROBERTS PLLC 3815 S. Jones Blvd. Suite 5 Las Vegas, NV 89103 Tel: (702) 728-5258 E-mail: Christine@crobertslaw.net About NECHE, LLC NECHE LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-12374) on May 4, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Christine A. Roberts, Esq., at The Law Offices of Christine A. Roberts PLLC. NEPHROGENEX INC: Reorganization Plan Declared Effective on May 24 ----------------------------------------------------------------- NephroGenex Inc.'s Plan of Reorganization has been declared effective in accordance with its terms, as set forth in Article VII of the Plan, on May 24, 2017, at 11:59 p.m. Accordingly, the Plan has been substantially consummated. Judge Kevin Gross confirmed the Plan on May 10, 2017. Under the Plan, the administrative claims of $0.2 million, professional fee claims and priority tax claims will be paid in full in cash. Miscellaneous secured claims will be paid in full in cash. The general unsecured claims will be paid $50.4 million in cash in full satisfaction. Medpace claims of $4.31 million will be paid through issuance of new equity. Subordinated claims will be cancelled and no distribution will be paid. All final requests for payment of Profeesional Fee Claims must be filed no later than June 23, 2017. Requests for payment of Administrative Claims arising after the Petition Date, other than 503(b)(9) Claims and Professional Fee Claims, must be filed with the Court and served on the Reorganized Debtor and the Liquidating Trust no later than the Administrative Claims Bar Date, June 23, 2017. About NephroGenex, Inc. Raleigh, N.C.-based NephroGenex, Inc., is a drug development company that focuses on developing novel therapies for kidney disease. It develops Pyridorin (pyridoxamine dihydrochoride), a therapeutic agent, which is in Phase III clinical study for the treatment of diabetic nephropathy. NephroGenex filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11074) on April 30, 2016, disclosing $4.9 million in total assets and $6.2 million in total debt as of April 30, 2016. The petition was signed by John P. Hamill, chief executive officer and chief financial officer. David R. Hurst, Esq., at Cole Scotz P.C., serves as the Debtor's bankruptcy counsel. Cassel Salpeter & Co. LLC is the Debtor's investment banker and financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims and noticing agent. To date, no Creditors' Committee has been appointed by the Office of the U.S. Trustee. No trustee or examiner has been appointed in the Debtor's Chapter 11 case. NEW ATRIUM: Trustee Taps Maxwell Law Group as Legal Counsel ----------------------------------------------------------- The Chapter 11 trustee for New Atrium, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire legal counsel. Joseph Baldi, the court-appointed trustee, proposes to hire Maxwell Law Group to, among other things, assist in the investigation of the Debtor's financial affairs, and assist in liquidating the assets of its bankruptcy estate. The hourly rates charged by the firm are: Partner $450 Senior Counsel $400 Associate Attorney $225 - $300 Paralegal $100 - $160 Andrew Maxwell, Esq., disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew J. Maxwell, Esq. Maxwell Law Group, LLC 20 North Clark St, Suite 200 Chicago, IL 60602 Phone: 312-368-1138 About New Atrium LLC New Atrium LLC, which is based in Wilmington, Delaware, has a single-asset real estate holding. On February 16, 2017, three creditors filed an involuntary Chapter 11 petition against the Debtor (Bankr. N.D. Ill. Case No. 17-04567). The petitioning creditors are Hanna Architects Inc., Hussain White and Pamela Ross. They are represented by Keevan D. Morgan, Esq., at Morgan & Bley, Ltd. An order for relief was entered on March 28, 2017. Judge Janet S. Baer presides over the case. The Debtor hired Minchella & Associates, Ltd. as legal counsel. On April 10, 2017, the Debtor filed a Chapter 11 plan of reorganization that proposes to pay unsecured creditors 100% of their claims. On April 25, 2017, Joseph A Baldi was appointed Chapter 11 trustee. NEW YORK INTERNET: Cleareon Buying All Assets for $400K ------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on June 13, 2017, at 10:00 a.m. (PET) to consider The New York Internet Co., Inc.'s private sale to Cleareon Fiber Networks, LLC, or its designee, of (i) its designation rights in its unexpired nonresidential real property lease for the premises located at 100 William Street, Suites 318, 801 and 2100, New York, New York ("NYC Facility") and its Customer Service Agreements; and (ii) substantially all assets for $400,000 in the form of a credit bid of Cleareon's secured claim acquired in the HSBC Purchase. Objections, if any, must be filed no later than June 6, 2017, at 5:00 p.m. (PET). NYI-NJ, LLC, is a wholly independent and separate New Jersey-based non-debtor affiliate of the Debtor. NYI-NJ provides the same services as the Debtor, but to customers located in New Jersey and outside of the New York City area. The Debtor, NYI-NJ, Phillip Koblence and his brother Erik Koblence ("Affiliated Parties") are parties to a Loan and Security Agreement with HSBC Bank USA, National Association, dated as of January 2015, whereby the Debtor and NYI-NJ obtained a secured loan in the principal amount of $450,000 secured by all assets of the Affiliated Parties. As of the Petition Date, the balance owed under the HSBC Loan Agreement was approximately $275,987. The Affiliated Parties are also parties to a Revolving Credit Agreement with HSBC, dated as of January 2015, whereby the Affiliated Parties obtained a $550,000 revolving line of credit secured by all assets of the Affiliated Parties. As of the Petition Date, the balance owed under the HSBC Revolving Credit Agreement was approximately $500,000. On Dec. 14, 2006, the Debtor entered into the Original Lease for non-residential real property located at 100 William Street, Suite 318 ("3rd Floor Premises"), with MFA 100 William L.L.C., a Delaware limited liability company. On Nov. 6, 2009, the Debtor entered into a second lease agreement with MFA 100 whereby the Debtor agreed to lease Suite 801 ("8th Floor Premises") at 100 William Street ("8th Floor Lease"). On May 31, 2012, the Debtor and MFA 100 agreed to amend the 8th Floor Lease whereby upon the expiration of the Original Lease, and in order for the lease for the 3rd Floor Premises to be co-terminus with the 8th Floor Premises, new lease terms for the 3rd Floor Premises were incorporated into the 8th Floor Lease ("First Amended Lease"). On Oct. 31, 2013, the Debtor and MFA 100 agreed to amend the First Amended Lease and incorporated the Debtor's leasing of Suite 2100 into the same. In January 2014, John Hancock Life & Health Insurance Co. and John Hancock Life Insurance Co. of New York ("Landlord") purchased the NYC Facility and became the successor in interest to MFA 100 under the NYC Facility Lease. The Debtor has been involved in discussions with the Landlord in an effort to settle a pending lawsuit alleging certain arrearages and to negotiate an acceptable lease arrangement, but to date such discussions have been unsuccessful and have recently stalled. The Debtor solicited, and engaged in discussions with, multiple parties both before and after the Petition Date in an effort to refinance its existing obligations under the HSBC Loan Agreements and/or to sell all or substantially all of its assets. Ultimately an agreement in principal was reached for the acquisition of NYI-NJ by the Buyer. The Debtor's representatives have been involved in negotiations with representatives of the Buyer with respect to the NYI-NJ acquisition for the past few months. That transaction is currently pending but is well underway and is expected to close on June 30, 2017. In connection with Cleareon's purchase of NYI-NJ, Cleareon additionally intends to acquire the Debtor's obligations to HSBC under the HSBC Loan Agreements and HSBC's liens and secured claims in the bankruptcy case ("HSBC Purchase"). Based on Cleareon's discussions with HSBC, it appears that such purchase is underway and can close promptly. The Term Sheet provides for Cleareon to purchase substantially all of the Debtor's assets, including, but not limited to, all accounts receivable, transferable licenses, machinery and equipment, designs and research data, warranties and guaranties, customer lists and data, insurance claims, telephone and facsimile numbers, the Debtor's names and any derivatives thereof, books and records, and intellectual property free and clear of all liens, claims and encumbrances. Excluded from the sale is the Debtor's cash on hand, which will be retained by the Debtor for operations pending the closing of the sale. The Term Sheet additionally provides for Cleareon to purchase the Debtor's Designation Rights. As a result of the sale of the Designation Rights, the Buyer will have the right to assume, reject, or assume and assign the NYC Facility Lease and the Customer Service Agreements, in each case subject to Court approval and compliance with the requirements of Section 365 of the Bankruptcy Code, including "adequate assurance of future performance." In exchange for the Designation Rights, upon the Court's approval of the Motion, the Buyer will pay the estate $50,000 to cover any shortfall in the Debtor's ordinary operating expenses and for payment of administrative expenses. Substantially simultaneously with the filing of the Motion, the Buyer has provided or will provide the Debtor with a good faith deposit in the amount of $40,000, which may be used to fund in part the Designation Rights Consideration. In exchange for all other Property acquired in the sale, on the Closing Date, the Buyer will pay the estate $400,000, which may be, in whole or in part, in the form of a credit bid of Cleareon's secured claim acquired in the HSBC Purchase. The Term Sheet provides that the sale is contingent upon the parties' execution of a definitive agreement in respect of the sale, closing of Cleareon's acquisition of NYI-NJ, closing of the HSBC Purchase, the Buyer's completion of due diligence – provided that the due diligence condition will be deemed waived if not satisfied on or before June 12, 2017 – and certain force majeure events ("Buyer Conditions"). The NYI-NJ sale to Cleareon is not contingent upon the proposed sale of the Debtor's Property. A material inducement to the Buyer's willingness to enter into the definitive documentation in respect of the sale is the condition that Bankruptcy Rule 6004(h) is waived and there will be no stay of execution of the Sale Order under Bankruptcy Rule 7062. A copy of the Term Sheet is available for free at: http://bankrupt.com/misc/New_York_Internet_48_Sales.pdf If the Motion is approved by the Court, the closing of the sale will take place on the date on which each of the Buyer Conditions is waived or satisfied, provided that the Closing Date will occur no earlier than the date on which the NYC Facility Lease has been rejected or assumed by the Purchaser. The Buyer's offer represents the best and only available opportunity for the Debtor to maximize the value of its assets and provide for continued service to its customer base. The Buyer has a strong presence in New York City and the tri-state area and is the only interested party that has the resources to acquire the Debtor's assets and serve the Debtor's existing customers whether or not a mutually acceptable arrangement can be reached with the Landlord for the assumption of the NYC Facility Lease. The Debtor is not actively seeking higher or better offers because the Debtor conducted extensive marketing and financing efforts both before and after the Petition Date, and no party other than the Purchaser has come forward with an offer for the purchase of the Property. The Buyer already has the space necessary to continue the Debtor's services to its customers in the New York City area and is willing to purchase the Property regardless of whether an agreement is ultimately reached with the Landlord. Based on the marketing efforts already conducted, the Debtor does not believe that further marketing could increase the consideration that any party is willing to pay for its Property above the consideration offered by the Buyer. The Debtor believes that it is in the best interests of all of the Debtor's creditors and customers that the Debtor proceeds expeditiously with the sale of the Property, including the Designation Rights, to the Purchaser in order to preserve value and business with its customers. The proposed sale is the highest and best offer for the Property and will maximize value for all creditors of the Debtor's estate. Accordingly, the Debtor asks the Court to approve the relief sought. About The New York Internet The New York Internet Co., Inc., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10326) on Feb. 14, 2017. Phillip Koblence, vice president and chief operating officer, signed the petition. The Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Sean H. Lane. The Debtor has engaged Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, to serve as bankruptcy counsel; Charles E. Boulbol, Esq. at Charles E. Boulbol, P.C. as special litigation counsel, and Poillucci & Kahan P.C. as accountant. No creditors' committee, trustee or examiner has been appointed in the Debtor's Chapter 11 case. NORTHERN BERKSHIRE: Payouts Done; Nonprofit Gets $1.07M Endowment ----------------------------------------------------------------- Three years after it shut the North Adams Regional Hospital and filed for Chapter 7 bankruptcy, Northern Berkshire Healthcare, Inc.'s bankruptcy case is coming to a close, Larry Parnass, writing for the Berkshire Eagle, reports. According to the Berkshire Eagle report, Harold Murphy of Murphy & King, the trustee overseeing the bankruptcy of Northern Berkshire Healthcare, was able to recover $12,117,774, which included $4,0288,447 paid for the property at the former North Adams Hospital. As of March 10, 2017, the Trustee has already made interim distributions $7,350,683. According to the Trustee's final report, payments to creditors are/were as follows: * $2,729,883.15 in administrative expenses, including the trustee's own fees, which come to $357,552. Additional payments for fees and expenses to Murphy's law firm total $1,348,427. * Secured creditor Adams Community Bank was paid the entire amount of its claims. * Wells Fargo Bank received $6,450,000 on account of its $33,929,994 claim, for a 19 percent recovery. * Priority claims from creditors totaling $1,103,400 are to be paid in full. * The Pension Benefit Guaranty Corp. received $87,856 of a claim of $593,821, recovering less than 15 percent. * 89 unsecured creditors won't receive anything. These include One199SEIU Health Care Employees Pension Fund, which has asserted a claim of $11,145,276. According to Berkshire Eagle, the turnover of restricted funds -- i.e. $1,072,059 received by the hospital from donations over many decades brings closure to the case. By law, those restricted gifts, bequests and donations could not be awarded to the hospital's creditors. Attorney General Maura Healey upheld the trustee's recommendation to turn over the more than $1 million in restricted funds to Berkshire Health Systems Inc. of Pittsfield. The Pittsfield nonprofit stands to receive $1,135,286, including restricted funds from the endowment of Visiting Nurse Association & Hospice of debtor-affiliate Northern Berkshire Inc. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc., a non-profit healthcare, owned and operated the North Adams Regional Hospital, in northern Berkshire County, Massachusetts. In June 2011, NBH filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) to seek a restructuring of its overleveraged balance sheet. It emerged from bankruptcy in June 2012. Citing a worsening financial status since its Chapter 11 exit, on March 28, 2014, the Company shut the North Adams Regional Hospital and on April 3, 2014, it filed for Chapter 7 bankruptcy liquidation. Judge Henry J. Boroff presided over the Chapter 11 cases. He also oversees the Chapter 7 case. Harold Murphy of Murphy & King was named as the trustee overseeing the Chapter 7 case. OLIVE BRANCH: Plan Outline Okayed, Plan Hearing on July 12 ---------------------------------------------------------- Olive Branch Real Estate Development 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 Bruce Harwood of the U.S. Bankruptcy Court for the District of New Hampshire on May 16 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a July 5 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 July 12, at 2:00 p.m. The hearing will take place at Courtroom 1, 11th Floor, 1000 Elm Street, Manchester, New Hampshire. About Olive Branch Real Estate Development Olive Branch Real Estate Development, LLC, is a real estate development company with a principal address of 832 Route 3, Unit #1, Holderness, New Hampshire. It is owned and operated by Gerard M. Healey. The business has been in operation since 2011. The Debtor filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-11444) on Oct. 13, 2016. The petition was signed by Gerard M. Healey, managing member. At the time of filing, the Debtor estimated assets of less than $50,000 and estimated liabilities of less than $500,000. The Debtor is represented by S. William Dahar II, Esq., at Victor W. Dahar, P.A. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. ON-CALL STAFFING: Plan Filing Deadline Extended Through July 25 --------------------------------------------------------------- Judge Jason D. Woodard the U.S. Bankruptcy Court for the Northern District of Mississippi extended On-Call Staffing, Inc.'s deadlines to file a Chapter 11 Plan and Disclosure Statement and to confirm the Debtor's Plan, up to and including July 25, 2017 and September 23, 2017, respectively. The Troubled Company Reporter has previously reported that the Debtor requested exclusivity extension as it was still unable to finalize its proposed Plan within the initial statutory exclusivity period, which was slated to expire on April 26, 2017, due to the ongoing settlement negotiations regarding the litigation in the District Court. About On-Call Staffing On-Call Staffing, Inc., filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-13823) on Oct. 28, 2016. The Debtor is represented by J. Walter Newman, IV, Esq., at Newman & Newman. The petition was signed by its President, Lee Garner III. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million. OPTIMA SPECIALTY: Plan Outline Approved, June 29 Conf. Hrg. Set --------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving Optima Specialty Steel's Disclosure Statement and scheduled a June 29, 2017 hearing to consider the First Amended Joint Chapter 11 Plan, with objections due by June 22, 2017. As previously reported, "Specifically, Optima Acquisitions LLC, a Delaware limited liability company ('OA' or the 'Plan Sponsor'), which is the sole 100% common stock shareholder of Debtor Optima and is the Plan Sponsor, will fund the Plan with the Plan Sponsor Contribution, a $200 million cash equity contribution to Reorganized Optima as a contribution in respect of the Plan Sponsor's outstanding and Unimpaired Existing Optima Common Stock. Under the Plan, the Debtors will raise an additional approximately $105 million exit financing term loan and an exit financing revolver of approximately $35 million, commitments for which will be obtained from one or more third parties. The $200 million Plan Sponsor Contribution and the approximately $140 million of exit financing will fund the implementation of the Plan's provisions providing for unimpaired treatment to all creditors and leave OA (as sole shareholder) unimpaired. In return for the $200 million Plan Sponsor Contribution, OA will retain its existing 100% equity interest in Optima." 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. OPTIMA SPECIALTY: Workers Union Object to Disclosure Statement -------------------------------------------------------------- BankruptcyData.com reported that Progressive Steel Workers of Hammond (PSWH) filed with the U.S. Bankruptcy Court an objection to Optima Specialty Steel's Disclosure Statement. The objection asserts, "PSWH objects to the Motion on the basis that the Disclosure Statement fails to provide adequate information to permit interested parties to assess and vote upon the Plan. Specifically, the Disclosure Statement fails to provide adequate information regarding the Debtors' proposed treatment of the Niagara LaSalle Corporation & LaSalle Steel Company Pension Plan, Amended and Restated Effective November 1, 2015 (the 'Niagara LaSalle Pension Plan'). While information contained in the Plan Supplement to the Debtors' Plan of Reorganization (Docket No. 747) ('Plan Supplement') appears to reflect the Reorganized Debtors' intended assumption of the Niagara LaSalle Pension Plan and continued performance of the Debtors' obligations thereunder, ambiguities in the Disclosure Statement (and the Plan) make that unclear and thus inhibit PSWH's ability to make an informed decision on the 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. ORANGE ACRES: Wants Authorization on Cash Collateral Use -------------------------------------------------------- Orange Acres Ranch Homeowners Association, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for interim and final authorization on the use of cash collateral. The Debtor believes that Branch Banking and Trust Company may assert valid and perfected security interests in certain items of cash collateral held by the Debtor. The Debtor owed BB&T an approximate principal balance of $1,443,000, as of the Petition Date, which indebtedness is secured by mortgages on and security interests in real and personal property owned by the Debtor. The Debtor proposes to grant replacement liens on all cash collateral acquired by the Debtor or the estate on or after the Petition Date to the same extent, validity, and priority held as of the Petition Date. The Debtor requires the immediate use of cash collateral to fund operating expenses necessary to continue the operation of its business, to maximize the return on its assets, and to otherwise avoid irreparable harm and injury to its business and its estate, as well as to pay for the costs of administration of its Chapter 11 case. The proposed cash collateral budget provides total expenses of approximately $49,800 for the week ending May 26, 2017; $9,550 for the week ending June 2, 2017; and $8,135 for the week ending June 9, 2017. The Debtor intends to use cash collateral in accordance with the Budget, for purposes which include: (a) care, maintenance, and preservation of the Debtor's assets; (b) payment of necessary payroll, suppliers, utilities, and other business expenses; (c) other payments necessary to sustain continued business operations; (d) costs of administration in these Chapter 11 case; and (e) paying remaining balance on roof and swimming pool repairs. The Debtor contends that there is insufficient time for a final evidentiary hearing to be held before the Debtor must use cash collateral. As such, the Debtor requires the immediate use of cash collateral, elses there will be direct and immediate harm to the continuing operation of the Debtor's business as services to the residents will be interrupted. A full-text copy of the Debtor's Motion, dated May 23, 2017, is available at https://is.gd/mun3nK Branch Banking &Trust Co. can be reached through: c/o CT Corporation System 1200 S. Pine Island Road Plantation, FL 33324 About Orange Acres Ranch Homeowners Orange Acres Ranch Homeowners Association, Inc., is listed as a Florida Not For Profit Corporation, which owns and operates a mobile home park known as Orange Acres Ranch. The Park consists of 210 lots, including 73 unimproved lots. The Park’s amenities include a clubhouse and swimming pool. Orange Acres Ranch Homeowners Association filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04326) on May 18, 2017. The petition was signed by Brent Geary, president. At the time of filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Michael G. Williamson. The Debtor is represented by Scott A. Stichter, Esq., at Stichter Riedel Blain & Postler, P.A. ORANGE SANITATION: Taps Familetti Law Firm as Legal Counsel ----------------------------------------------------------- Big Orange Sanitation Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire the Familetti Law Firm to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and assist in the preparation of a bankruptcy plan. The Debtor has agreed to pay the firm an hourly fee of $235 and an overall fee of $15,000. Familetti received a retainer of $2,500 on May 12, which was deposited into a trust, and $883 for pre-bankruptcy legal work completed for the Debtor. Michael Familetti, Esq., disclosed in a court filing that he does not represent any interest adverse to the Debtor. The firm can be reached through: Michael C. Familetti, Esq. Familetti Law Firm 142 S. Park Square Marietta, GA 30060 Tel: (770) 794-8005 Email: lexres@bellsouth.net Email: familettilaw@gmail.com About Big Orange Sanitation Services Big Orange Sanitation Services, Inc. is a waste management and recycling company based in Marietta, Georgia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-58598) on May 12, 2017. Amy Yarber, chief executive officer, signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. No official creditors' committee has been appointed. PAYLESS HOLDINGS: Claims Bar Date Set for June 19 ------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri set June 19, 2017, at 11:59 p.m. Central Time, as general deadline for entities to file proofs of claim against Payless Holdings LLC and its debtor-affiliates. The Court also set Oct. 2, 2017, at 11:59 p.m. Central Time as the last day for governmental units to file their claims against the Debtors. All proofs of claim must be sent either: a) through the CM/ECF system on the Court's website at https://www.ecf.moeb.uscourts.gov/cgibin/login; b) electronically using the Electronic Proof of Claim (ePOC) Program on the Court’s web site at http://www.moeb.uscourts.gov/epoc.htm; c) by first-class mail or overnight courier to: Clerk of the Bankruptcy Court, Eastern District of Missouri 111 S. 10th St., 4th Floor St. Louis, MO 63102; or d) by first-class mail, overnight courier, or hand-delivery to: Payless Holdings LLC Claims Processing Center c/o Prime Clerk LLC 830 3rd Avenue, 3rd Floor New York, NY 10022 About Payless Holdings Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. On April 25, 2017, the Debtors filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Debtors' plan, if confirmed and implemented, would reduce their debt to $469 million. PERFORMANCE SPORTS: Wants Plan Filing Period Moved to Aug. 28 ------------------------------------------------------------- Performance Sports Group Ltd., and BPS US Holdings Inc. -- which changed their names to Old PSG Wind-down Ltd., and Old BPSUSH Inc., respectively, following the bankruptcy sale of their assets -- and their debtor-affiliates request the U.S. Bankruptcy Court for the District of Delaware to further extend the exclusive periods for the filing of a chapter 11 plan and solicitation of acceptances of a plan, through and including August 28, 2017 and October 25, 2017, respectively. The Debtors assert that the primary focus of these bankruptcy cases and the Canadian Proceedings has been to facilitate an orderly sale of substantially all of the Debtors' assets as a going concern following a fair and robust sale process. The Debtors relate that since the Petition Date, the Debtors and their professionals have focused a substantial amount of time, energy and resources on smoothly transitioning into chapter 11 and conducting a successful Sale process. In addition, the Debtors and their professionals also focused substantial time and resources on conducting a robust Sale process and, ultimately, closing the Court-approved Sale to 9938982 Canada Inc. The Debtors are no longer conducting any business operations other than the winding down of their estates, including through the reconciliation of claims against the estates and the formulation and prosecution of a chapter 11 plan or plans or other schemes for the distribution of the proceeds generated by the Sale. Since the closing of the Sale, the Debtors have focused their efforts on ensuring the efficient wind-down of their estates, including by the rejection of certain burdensome executory contracts and unexpired leases, the establishment of the Employee Claims Bar Date, and through the on-going review and analysis of claims against their estates for purposes of formulating an optimal chapter 11 plan or plans. In coordination with the Equity Committee, the Debtors continue to assess the value of the Debtors' remaining assets and significant work has been undertaken by the Debtors' advisors to analyze certain unliquidated claims filed against the estates and assess the appropriate means for achieving an adjudication or resolution of such claims. In addition, the Debtors' restructuring advisors, Alvarez and Marsal North America, LLC have been reviewing the Debtors' schedules of assets and liabilities (including intercompany claims) and the substantial number of proofs of claim filed in these Chapter 11 Cases and reconciling those claims against the payments made by 9938982 Canada Inc. As a result of these efforts, on May 15, 2017, the Debtors filed their Notice (First) of Claims Previously Satisfied, listing approximately 983 filed or scheduled claims against the Debtors that have been satisfied in full after the Petition Date. Moreover, the Debtors are continuing to reconcile additional payments made by 9938982 Canada Inc. and expect to be able to file one or more additional notices of satisfaction. Taken together, these claims satisfactions represent considerable progress in administering these Chapter 11 Cases. A hearing on the Debtors' motion will be held on June 14, 2017 at 11:00 a.m. Objections are due June 7. About Performance Sports Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc. n/k/a Old BPSUSH Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10 appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. The U.S. Trustee appointed a committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. * * * As reported by the Troubled Company Reporter, effective as of February 27, 2017, the Company consummated the sale of substantially all of the assets of the Company and its North American subsidiaries, including its European and global operations, pursuant to an asset purchase agreement, dated as of October 31, 2016, as amended, by and among the Sellers, 9938982 Canada Inc., an acquisition vehicle co-owned by affiliates of Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and the designated purchasers party thereto, for a base purchase price of US$575 million in aggregate, subject to certain adjustments, and the assumption of related operating liabilities. The transaction was the culmination of the process commenced by the Sellers pursuant to creditor protection proceedings launched on Oct. 31, 2016, in the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy Code, as amended. The Company conducted a court-supervised sale and auction process as part of its Canadian and U.S. court proceedings. The bid made by the Purchaser served as the "stalking horse" bid for purposes of the process and was ultimately determined to be the successful bid in accordance with the related court approved bidding procedures. In accordance with, and pursuant to, the terms and conditions of the Agreement, the Company has changed its name to "Old PSG Wind-down Ltd." from "Performance Sports Group Ltd." effective as of March 20, 2017. PFO GLOBAL: Seeks Case Conversion into Chapter 7 Proceeding ----------------------------------------------------------- BankruptcyData.com reported that PFO Global filed with the U.S. Bankruptcy Court an emergency motion to convert its Chapter 11 reorganization cases to liquidation under Chapter 7. The motion explains, "The Debtors believe conversion and continuation of the Bankruptcy Cases under Chapter 7 are in their best interests and the best interests of their creditors. In light of the lack of any progress in the raising of the necessary funds for a reorganization (or debtor in possession financing) by the UCC, the Unsecured Creditors and the Debtors and the mounting expenses accrued by the Debtors, their creditors, and other parties in interest, the Debtors believe an orderly liquidation proceeding carried out according to the provisions of Chapter 7 of the Bankruptcy Code will minimize future expenses and provide for maximum distribution to creditors. Concurrently herewith, in the effort to minimize further administrative expense, the Debtors have filed their Motion for Authority to Reject Non-Residential Lease Agreement relating to their leased premises. The Debtors invoke their right under Bankruptcy Code Section 1112(a) to convert the Bankruptcy Cases to cases under Chapter 7 of the Bankruptcy Code." About PFO Global PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC, filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 17-30355) on Jan. 31, 2017. The bankruptcy cases are pending in the Dallas Division and are being jointly administered under Case No. 17-30355. Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C., serve as the Debtors' bankruptcy counsel. Haynes and Boone, LLP, is the special corporate and securities law counsel. Mahesh Shetty, a certified public accountant, is the Debtor's financial officer. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. In February 2017, a three-member panel was appointed as official committee of unsecured creditors in the Debtors' case. The Committee retained Shraiberg, Ferrara, Landau & Page, P.A. as legal counsel, and McCathern, PLLC as local counsel. PITTSFIELD DEVELOPMENT: Selling Chicago Building Interest for $17M ------------------------------------------------------------------ Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on May 31, 2017, at 9:30 a.m., to consider Pittsfield Development, LLC's proposed procedures in connection with the sale of its interest in the Pittsfield Building at 55 East Washington, Chicago, consisting of all basement and sub-basement levels, the ground floor, part of floor 22, and floors 23–40, to Pioneer Acquisitions LLC for $16,500,000, subject to overbid. The Debtor once owned the entire Pittsfield Building, but it sold or transferred floors over the years. The entire building has 40 floors, divided into four ownership groups: (i) the Debtor owns all basement and sub-basement levels, the ground floor, part of floor 22, and floors 23 to 40; (ii) Pittsfield Residential II, LLC ("Residential") owns floors 10 to 12; (iii) Pittsfield Hotel Holdings, LLC ("Hotel") owns floors 2 to 9; and (iv) 55 East Washington, LLC owns floors 13 to 21. Residential and Hotel are owned, directly or indirectly, by the same entities or individuals that own the Debtor. 55 East Washington is the only entity that is not under common control. The Pittsfield Property is encumbered by a mortgage that the Debtor granted to PD Lender, LLC, in 2013. The original amount of the mortgage was approximately $3,850,000, and the current principal balance (not including unpaid interest) is about $3,150,000. PD Lender's mortgage is also secured by Hotel's portion of the Pittsfield Building, but not Residential's. The Pittsfield Property also is subject to claims of about $5,354,000 for unpaid real estate taxes. Nebraska Alliance Realty purchased the delinquent real estate taxes. The portions of the Pittsfield Building owned by the Debtor, Hotel, and Residential all share a property index number, and Nebraska's claim is secured by all three entities' property. The Debtor has entered into a Settlement Agreement with Nebraska Alliance Realty ("Tax Agreement") pursuant to which, among other things, Nebraska Alliance Realty will hold an allowed Secured Claim in the amount of approximately $5,354,000, plus certain other amounts delineated in the Tax Agreement. This amount, plus subsequently due and owing real estate taxes, penalties and interest will be paid in full at the closing on the sale of the Pittsfield Property. Contemporaneous with the Motion, the Debtor will be filing a motion to approve the Tax Agreement. The Debtor and its affiliates began efforts to market and sell their portions of the Pittsfield Building in November 2016, retaining Imperial Realty Co. as their broker and Ten-X LLC as their marketplace and transactions host. The Debtor engaged in extensive marketing efforts since November 2016. In February 2017, the Debtor held an auction for the Pittsfield Property, but none of the bids met reserve. After the February 2017 auction process ended, the Debtor and its agents continued to market the property through a traditional offer process and through the Ten-X website. After the Debtor filed for bankruptcy, the Debtor and its affiliates have received several offers for their portions of the Pittsfield Building. The best offer to date is from Pioneer, who has offered to purchase the three portions owned by the Debtor and its affiliates for $16,500,000. After extensive negotiations, the Debtor and its affiliates and the Purchaser have agreed to the terms of the PSA memorializing in detail the terms of the Purchaser's offer. As stated in the PSA, the Debtor's obligations thereunder are subject to, among other things, the Court entering an order authorizing the Debtor to sell the Pittsfield Property to Pioneer and Pioneer being deemed the Winning Bidder. Pioneer has deposited $500,000 into an escrow account. The Earnest Money will be applied pursuant to the terms of the PSA. The Debtor will pay the Purchaser the Break-Up Fee of $100,000 if Pioneer is not the Winning Bidder for the Pittsfield Property, but only to the extent that the Debtor closes a sale with another entity for a higher and better bid and receives the proceeds from such sale. The PSA with Pioneer is subject to higher and better offers. To facilitate the opportunity to make higher and better offers, the Debtor will accept higher and better offers for the Property. The salient terms of the Bidding Procedures are: a. Bid Deadline: June 22, 2017 at 5:00 p.m. (PCT) b. Auction: June 26, 2017 at 1:00 p.m. (PCT) at The Law Office of William J. Factor, Ltd., 105 W. Madison, Suite 1500, Chicago, Illinois. c. Qualified Bid: Equal to or greater than $16,600,000 d. Cash Deposit: $500,000 e. Bidding Increments: $50,000 f. Sale Hearing: June 29, 2017, at 10:00 a.m. (PCT) g. The Debtor will ask the entry of a Sale Order substantially in the form to be filed at least 3 days prior to the Sale Hearing, authorizing the sale of the Pittsfield Property free and clear of all liens, claims, encumbrances, and interests of any kind or nature. The PSA, including the amendments thereto, further provides that the Debtor will not be selling, and will retain, certain assets consisting of, among others: (i) any claims against the City of Chicago in the lawsuit docketed as No. 17-CV-1951 currently pending in the United States District Court for the Northern District of Illinois; (ii) any other rights of Sellers to recover damages, money or other property from a third party; and (iii) any refund or reduction of some or all Pittsfield Property taxes that the Sellers have either paid, or the Sellers are responsible to pay at the closing under the Agreement. A copy of the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/Pittsfield_Development_64_Sales.pdf At the initial presentment of the Motion on May 31, 2017, the Debtor will ask the Court to enter an order designating Pioneer as the "stalking horse" bidder. The Debtor also will ask the Court to provide Pioneer, as the stalking horse, with a break-up fee of $100,000, that will be payable only if the Debtor closes a sale with an entity other than Pioneer (or an affiliate of Purchaser) and only from the proceeds of such sale. If payment of the Break-Up Fee is triggered, it will constitute an allowed administrative expense of Debtor's Estate. The Purchaser has identified certain of the Debtor's leases and contracts that it intends to acquire. To the extent any Potential Bidder wishes to acquire any leases or contracts and to pay any associated Cure Amount, the Debtor proposes to assume and assign the Assigned Contracts. Any objection to the Cure Amount or the assumption and assignment of the Assigned Contracts must be filed by the Sale Hearing. The Debtor filed the bankruptcy proceeding to obtain relief from creditors and to thereby facilitate the sale of the Pittsfield Property, along with the portions owned by its affiliates, and to generate funds to pay its creditors. The Purchaser can be reached at: PIONEER ACQUICITION, LLC 180 E. Post Road, Suite 201 White Plains, NY 10691 About Pittsfield Development Pittsfield Development LLC, owner of approximately one-third of the Pittsfield Building at 55 East Washington, Chicago, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-09513) on March 26, 2017. Robert Danial, manager, signed the petition. The Debtor disclosed total assets of $2.34 million and total liabilities of $8.76 million. The Hon. Jacqueline P. Cox presides over the case. Factor Law serves as counsel to the Debtor. POTOBAC LLC: Hires Atlantic Auctions as Real Estate Auctioneer -------------------------------------------------------------- Potobac, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Atlantic Auctions, Inc., as real estate auctioneer to the Debtor. Potobac, LLC requires Atlantic Auctions to auction, market and sell these real properties of the Debtor: Physical Address Acres Parcel ---------------- ----- ------ 1. 8701 Purcell Road 94.418 119 2. AC WS Rt 301 29.913 92 3. 9100 Cherry Lane 210.748 142 4. 8600 Mulberry Grove 277.456 52 5. NR Spring HL 19.6328 91 Atlantic Auctions will also be reimbursed for reasonable out-of-pocket expenses incurred. William Hudson, vice president and general manager of Atlantic Auctions, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Atlantic Auctions can be reached at: William Hudson ATLANTIC AUCTIONS, INC. 802A Belair Road Bel Air, MD 21014 Tel: (410) 803-4161 About Potobac, LLC Potobac, LLC, based in Myrtle Beach, South Carolina, filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-15112) on April 15, 2016. The Hon. Thomas J. Catliota presides over the case. James Greenan, Esq., at McNamee Hosea, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Edward J. Edelen, III, managing member. PROFESSIONAL RESOURCE: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Professional Resource Network, Inc. 17-41577 2740 American Blvd. West, Suite 100 Bloomington, MN 55431 HomeCare Resource, LLC 17-41578 2740 American Blvd. West, Suite 100 Bloomington, MN 55431 Business Description: Established in 2000, HomeCare Resource -- http://www.homecareresource.com/-- is locally owned and operated home health care facility offering nursing care, physical therapy, occupational therapy, speech pathology, home health aide and medical social services. Chapter 11 Petition Date: May 25, 2017 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. Kathleen H Sanberg Debtor's Counsel: Steven B Nosek, Esq. STEVEN NOSEK, P.A. 2855 Anthony Ln S, Ste 201 St Anthony, MN 55418 Tel: 612-335-9171 E-mail: snosek@noseklawfirm.com Estimated Estimated Assets Liabilities --------- ----------- Professional Resource $0-$50K $1M-$10M HomeCare Resource $0-$50K $50K-$100K The petitions were signed by Charie L. Devolites, chief executive officer. A copy of Professional Resource's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mnb17-41577.pdf A copy of HomeCare Resource's list of five unsecured creditors is available for free at http://bankrupt.com/misc/mnb17-41578.pdf RAIN TREE: Further Hearing on Cash Use on June 1 ------------------------------------------------ The Hon. Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina entered an interim order authorizing Rain Tree Health Care of Winston Salem, LLC, to use cash collateral and scheduled a further hearing on June 1, 2017. The Debtor may use cash collateral during the period from May 4, 2017, and continuing through the date of the further hearing in the ordinary course of business for the expenses. The Debtor may use cash collateral only for ordinary and necessary business expenses consistent with the specific items and amounts contained in the attached budget; provided, however, that the Debtor may only vary from the Budget by 10% per line item on a cumulative basis upon written approval of the Bankruptcy Administrator. The Debtor is allowed to spend $4,500 on maintenance and repairs in the month of May 2017. Because Yellowstone and DCR Mortgage VI Sub Il, LLC, ("Secured Creditors") may have interests in cash, cash equivalents, and accounts receivable of the Debtor and the proceeds, the they will be granted adequate protection. As adequate protection for the Secured Creditors' interests in Cash Collateral, to the extent the Debtor uses such Cash Collateral, the Secured Creditors are granted valid, attached, choate, enforceable, perfected and continuing security interests in, and liens upon all postpetition assets of the Debtor. As further adequate protection, no additional postpetition liens will be imposed upon the Debtor's property, and there will be no claim or charge against the Secured Creditors' collateral. The Budget provides for total projected income and expense for the period April-June 2017: April May June ----- --- ---- Total Income $86,434.07 $95,303.66 $96,052.70 Gross Profit $86,434.07 $95,303.66 $96,052.70 Total Expense $84,487.31 $8,2785.98 $78,785.98 Net Ordinary Income $1,946.76 $82,785.98 $78,785.98 Net Income $1,946.76 $12,517.68 $17,266.72 A copy of the court order and the Budget is available at: http://bankrupt.com/misc/ncmb17-50375-71.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 the Debtor. RAYONIER AM: Moody's Puts Ba3 CFR Under Review for Downgrade ------------------------------------------------------------ Moody's Investors Service placed the Ba3 corporate family rating (CFR), Ba3-PD probability of default rating (PDR) and the B1 senior unsecured notes of Rayonier A.M. Products Inc. under review for possible downgrade. The review follows the company's announcement that it has signed an agreement to acquire Tembec Industries Inc. (B2) for a total consideration of $800 million. "The review for downgrade was prompted by the possibility that RYAM's leverage and interest coverage credit metrics will initially weaken following the acquisition of Tembec" said Ed Sustar, Moody's Senior Vice President. On Review for Downgrade: Issuer: Rayonier A.M. Products Inc. -- Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD -- Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 -- Senior Unsecured Notes, Placed on Review for Downgrade, currently B1(LGD5) Outlook Actions: -- .Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Moody's review will focus on the anticipated operating and financial performance of the combined company, and will assess the size, pace and allocations of realizable cost synergies. Post-closing credit metrics will take into consideration the impact of Tembec's cash flow and adjusted debt (CND$869 million as December 2016), including the potential impact of any debt (and prepayment penalties) that may need to be refinanced. The review will also assess the integration process and liquidity position of the combined company. The acquisition is expected to close in 2017 and is subject to shareholder approval and other customary closing conditions. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Rayonier A.M. Products Inc, headquartered in Jacksonville, Florida, is a leading global producer of specialty cellulose pulp, which is used as a raw material to manufacture a diverse array of consumer products such as cigarette filters as well as LCD screens, coatings and plastic films. Headquartered in Montreal, Quebec, Tembec is an integrated paper and forest products company with operations primarily in Canada and a mill in France. With CND$1.5 billion in revenue, the company's main operating segments include specialty cellulose pulp (30% of sales, 42% of EBITDA), wood products (25%, 10%), paper (26%, 43%) and high-yield pulp (19%, 5%). REONAC ENERGY: First Creditors Meeting on June 7 in Montreal ------------------------------------------------------------ The bankruptcy of Reonac Energy Systems Inc. of 180 Av. du Voyageur, Pointe-Claire, Quebec, Canada, occurred on May 17, 2017, and the first meeting of creditors will be held on June 7, 2017, at 10:00 a.m. at the offices of Richter Advisory Group Inc., 1981 McGill College Avenue, 11th Floor, Montreal, Canada. Richter Advisory can be reached at: Richter Advisory Group Inc. 1981 McGill College, 11th Floor Montreal, Quebec H3A 0G6 Tel: 514-934-3400 1.888.805.1793 Fax: 514-934-8603 Reonac Energy Systems Inc. -- http://www.reonac.com/index.php-- supplies an array of electrical traction batteries and stand-alone photovoltaic systems. RUPARI FOOD: Commences 2nd Lawsuit on Tony Roma's Licensing Issue ----------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that Rupari Food Services Inc. filed a second adversary complaint on May 16, 2017, accusing Tony Roma's Steakhouse of violating the automatic stay granted in its Chapter 11 case by entering into a new agreement with another company. Law360 relates that under the complaint, Rupari accuses Romacorp Inc. and Ruprecht Co. of conspiring to terminate a lucrative licensing agreement that allowed Rupari to market and sell Tony Roma's branded meat products to consumers and give those rights to Ruprecht. 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. The cases are assigned to Judge Kevin J. Carey. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. 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: Managing Member Intends to File Chapter 11 Plan --------------------------------------------------------------- Jonathan McCoy, an Interested Party and Managing Member of debtors Sanctuary Care, LLC and Sanctuary at Rye Operations, LLC, requests the U.S. Bankruptcy Court for the District of New Hampshire to waive the provisions of 11 U.S.C. 1121(b) to allow him to file a Disclosure Statement and Plan of Reorganization on behalf of the Debtors. Mr. McCoy contends that the sole intention of the Debtors in filing these cases is to expedite a Section 363 sale of substantially all of the assets of the estates for the benefit of a single secured creditor and then convert to chapter 7 to liquidate any remaining property. Mr. McCoy seeks to file a disclosure statement and plan of reorganization on behalf of the Debtors, while the Debtors have no intention of doing so. Mr. McCoy complains that the Court has approved an accelerated schedule for a 363 sale, which, if it closes would benefit only the primary secured creditor only. Mr. McCoy points out that there is a great likelihood that the many contingencies and limits imposed as terms of sale will limit the number of actual bids to the "stalking horse" bidder. He also points out one flaw in the sale process, which is the lack of apparent assent of the second and third secured creditors. Mr. McCoy is represented by: Robert L. O'Brien, Esq. Attorney at Law P.O. Box 357 New Boston NH 03070-0357 Tel: 603-741-0411 E-mail: RobOBJD@gmail.com About Sanctuary Care 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. Ms. Alice Katz is with Vinca Group, LLC. The Debtors are represented by Peter N. Tamposi, Esq. at the Tamposi Law Group. The Debtors 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. William K. Harrington, the United States Trustee, has appointed Susan Buxton, the Long-Term Care Ombudsman for the State of New Hampshire, as the Patient Care Ombudsman for Sanctuary Care, LLC, and Sanctuary at Rye Operations, LLC. SANDFORD AND SON: Jones Buying Philadelphia Property for $147K -------------------------------------------------------------- Sandford and Son and Jay Sandford ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the private sale of real property located at 7106 North Broad Street, Philadelphia, Pennsylvania, Tax ID #101005900, to David Jones for $147,000. A hearing on the Motion is set for June 21, 2017. On May 8, 2017, the Debtors filed an amended plan for reorganization titled "Joint Chapter 11 Plan for Sandford and Son and Jay Sandford, Dated May 3, 2017" and on May 10, 2017, the Debtors filed a joint disclosure statement titled "Joint Disclosure Statement Regarding Chapter 11 Plan for Sandford and Son and Jay Sandford, Dated May 3, 2017." On May 12, 2017, the Court entered an order approving the Disclosure Statement, and the Plan has been sent out to creditors for voting. The confirmation hearing has been scheduled for June 14, 2017. The pending Plan calls for the sale of certain real property of the estate, including the Property. The Debtors are informed and believes the Property is encumbered by a mortgage by Hyperion Bank and various tax and utility liens, including but not limited to liens by the City of Philadelphia and Philadelphia Gas Works. There may also be liens by the Commonwealth of Pennsylvania, the Internal Revenue Service, Raymond A. Scarpato, Jr. and Amelia Scarpato, and/or Amelia Investors, Inc. The Debtors propose to sell the Property free and clear of all liens, claims, interests, and encumbrances. This is a private sale, wherein Debtors propose to transfer their interest in the Property to the Buyer, pursuant to the terms of a Purchase Agreement dated May 8, 2017 and an addendum dated May 15, 2017. The purchase price set forth in the Purchase Agreement is $147,000 with $1,000 paid as earnest money and the remaining balance to be paid in cash at closing. There is also a seller assist of 6% of the purchase price. The Closing is presently scheduled for June 23, 2017. The Debtors have agreed to pay a commission of 6% to Weichert Realtors, Jenkintown as broker upon the closing of the sale. Said commission will be shared with the Buyer's cooperating broker, Revel Realty, LLC. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Sandford_&_Son_243_Sales.pdf The Debtors believe the proposed purchase price for the Property is fair and reasonable. The Property was listed with the Multiple Listing Service for sale on Oct. 13, 2016 at a listing price of $149,000. There were 10 showings on the Property between that date and Nov. 13, 2016. On Nov. 13, 2017, the listing price was lowered to $147,000. There were four additional showings on the Property between Nov. 13 and Dec. 5. There was also an open house held at the property on Nov. 27 which no interested buyers attended. The Property was also the subject of a separate agreement of sale which did not go to closing due to the former prospective buyer's financing issues. The Debtors have agreed to pay a commission of 6% to Weichert Realtors, Jenkintown to be shared with the Buyer's cooperating broker Revel Realty. The Debtors respectfully ask that the Court, after hearing on notice pursuant to Fed. R. Bankr. P. 2002, 6004, and 9014, approves the sale of Property as set forth and authorizes them to proceed in accordance with the Purchase Agreement, and that the Debtors have such other and further relief as is just and proper. The Debtors also respectfully ask the Court to waive the 14-day stay of the Order on the Motion under Fed. R. Bankr. P. 6004(h). About Sandford and Son 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. 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). Sandford and Son estimated assets and liabilities of $1 million to $10 million as of the Petition Date. The Hon. Jean K. FitzSimon presides over the cases. The Debtors tapped John M. Keating, Esq., at Law Office of John M. Keating, as counsel. SANDFORD AND SON: Proposes $175K Private Sale of Property --------------------------------------------------------- Sandford and Son and Jay Sandford ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the private sale of real property located at 5061 North 9th Street, Philadelphia, Pennsylvania, to V&C Property, Inc., and Vielka Garcia for $175,000. A hearing on the Motion is set for June 21, 2017. On May 8, 2017, the Debtors filed an amended plan for reorganization titled "Joint Chapter 11 Plan for Sandford and Son and Jay Sandford, Dated May 3, 2017" and on May 10, 2017, the Debtors filed a joint disclosure statement titled "Joint Disclosure Statement Regarding Chapter 11 Plan for Sandford and Son and Jay Sandford, Dated May 3, 2017." On May 12, 2017, the Court entered an order approving the Disclosure Statement, and the Plan has been sent out to creditors for voting. The confirmation hearing has been scheduled for June 14, 2017. The pending Plan calls for the sale of certain real property of the estate, including the Property. The Debtors are informed and believes the Property is encumbered by a mortgage by First Cornerstone Bank (a Division of First Citizens Bank) and various tax and utility liens, including but not limited to liens by the City of Philadelphia and Philadelphia Gas Works. There may also be liens by the Commonwealth of Pennsylvania, the Internal Revenue Service, Raymond A. Scarpato, Jr. and Amelia Scarpato, and/or Amelia Investors, Inc. The Debtors propose to sell the Property free and clear of all liens, claims, interests, and encumbrances. This is a private sale, wherein the Debtors propose to transfer their interest in the Property to the Buyers pursuant to the terms of a Purchase Agreement dated April 20, 2017 and an Addendum dated May 20, 2017. The purchase price set forth in the Purchase Agreement is $175,000 with $500 paid as earnest money, an additional $10,000 due as a deposit within five days of the mortgage commitment, and the remaining balance to be paid in cash at closing. The Closing is presently scheduled for July 19, 2017. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Sandford_&_Son_241_Sales.pdf The Debtors believe the proposed purchase price for the Property is fair and reasonable. This is a sale to the current tenant of the Property that has been occupying the Property for a number of years. The parties entered into an agreement of sale for the same price in May 2014 before the bankruptcy filing, but were not able to settle the sale due to the outstanding liens. The Debtors valued the Property at $99,000 on their Schedule A, and the City of Philadelphia assessed it at $110,000 for 2017 real estate tax purposes. The location and longevity of the Buyer's business at this location led to the increased purchase price. The Purchasers can be reached at: V&C PROPERTY, INC. and Vielka Garcia 4500 McKinley St. Philadelphia, PA 19135 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. The Debtors tapped John M. Keating, Esq., at Law Office of John M. Keating, as counsel. SEARCHMETRICS INC: Taps JND Corporate as Administrative Agent ------------------------------------------------------------- Searchmetrics Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire JND Corporate Restructuring as administrative agent. The firm will provide these services: (a) assist in the solicitation, balloting and tabulation of votes, and prepare any related reports in support of confirmation of a Chapter 11 plan; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) handle requests for documents in connection with the balloting services; (d) gather data in conjunction with the preparation of the Debtor's schedules of assets and liabilities and statements of financial affairs; (e) manage and coordinate any distributions pursuant to a confirmed plan of reorganization or otherwise; and (f) provide other administrative services. The hourly rates charged by the firm are: Clerical $35 – $40 Case Assistant $65 – $80 IT Manager $105 - $120 Case Consultant $135 - $140 Senior Case Consultant $155 - $160 Case Director $175 - $190 JND received from the Debtor an advance retainer fee of $5,000 on April 18, and a supplemental advance retainer of $5,000 on May 5. Travis Vandell, chief executive officer of JND, 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: Travis K. Vandell JND Corporate Restructuring 8269 East 23rd Avenue, Suite 275 Denver, CO 80238 Phone: 855-812-6112 Email: info@jndla.com About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating assets of $1 million to $10 million and liabilities of $10 million to $50 million. Wayne Weitz, chief restructuring officer, signed the petition. Judge Christopher S. Sontchi presides over the case. The Debtor hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel; DLA Piper LLP (US) as litigation counsel; and JND Corporate Restructuring as claims and noticing agent. Mr. Weitz, managing director of EisnerAmper's Bankruptcy and Restructuring Group, serves as chief restructuring officer. No trustee, examiner or official committee of unsecured creditors has been appointed. On May 10, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. SEFCAK LLP: Plan Outline Okayed, Plan Hearing on June 5 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Montana will consider approval of the Chapter 11 plan of reorganization for Sefcak, LLP, at a hearing on June 5. The hearing will be held at 9:00 a.m., at Courtroom 200A, Russell Smith Courthouse, 201 E. Broadway, Missoula, Montana. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on May 15. The order set a May 31 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. About Sefcak LLP Sefcak, LLP filed a Chapter 11 bankruptcy petition (Bankr. D. Mont. Case No. 16-60845) on August 23, 2016, disclosing assets and liabilities of less than $1 million. The Debtor is represented by James A Patten, Esq., at Patten Peterman Bekkedahl. No official committee of unsecured creditors has been appointed in the case. SEINEYARD INC: Taps Thomas Woodward as Legal Counsel ---------------------------------------------------- Seineyard, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Thomas Woodward Law Firm to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm's attorney and legal research assistant charge $400 per hour and $100 per hour, respectively. Thomas Woodward received a retainer from the Debtor in the amount of $15,000. Thomas Woodward has no connection with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Thomas B. Woodward, Esq. Thomas Woodward Law Firm P.O. Box 10058 Tallahassee, FL 32302 Phone: 850-222-4818 Email: woodylaw@embarqmail.com About Seineyard Inc. Seineyard, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 17-40210) on May 18, 2017. Sam Dunclap, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. SISU TOO: Hires Kutner Brinen as Counsel ---------------------------------------- SiSu Too, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen, P.C., as counsel to the Debtor. SiSu Too requires Kutner Brinen to: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until a final decree therein the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of line foreclosure proceedings and all matters as may be provided under 11 U.S.C. Section 362; and e. perform all other legal services for the Debtor that may be necessary. Kutner Brinen will be paid at these hourly rates: Lee M. Kutner $500 Jeffrey S. Brinen $430 Jenny M. Fujii $340 Keri L. Riley $280 Law Clerk $175 Paralegal $75 Kutner Brinen holds a pre-petition retainer for payment of post-petition fees and costs in the amount of $5,001. Kutner Brinen was also paid pre-petition fees by the Debtor in the amount of $1,655, plus $1,727 filing and wire fees. Kutner Brinen will also be reimbursed for reasonable out-of-pocket expenses incurred. Jenny M. Fujii, associate of Kutner Brinen, P.C., 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. Kutner Brinen can be reached at: Jenny M. Fujii, Esq. KUTNER BRINEN, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: jmf@kutnerlaw.com About SiSu Too, LLC SiSu Too, LLC, based in Avon, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14555) on May 16, 2017. The Hon. Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq, at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Sharon Mou, manager. The Debtor has filed a bankruptcy petition within the past eight years in the District of Colorado or there is a related case pending in the District under Case No. 17-14551 EEB. Pursuant to L.B.R. 1073-1, this case has been reassigned to the judge that heard or is assigned the previous case. Judge Elizabeth E. Brown has been added to the case and the involvement of Judge Michael E. Romero was terminated. SM PROPERTY HOLDINGS: Hires Kutner Brinen as Counsel ---------------------------------------------------- SM Property Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen, P.C., as counsel to the Debtor. SM Property Holdings requires Kutner Brinen to: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until a final decree therein the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of line foreclosure proceedings and all matters as may be provided under 11 U.S.C. Section 362; and e. perform all other legal services for the Debtor that may be necessary herein. Kutner Brinen will be paid at these hourly rates: Lee M. Kutner $500 Jeffrey S. Brinen $430 Jenny M. Fujii $340 Keri L. Riley $280 Law Clerk $175 Paralegal $75 Kutner Brinen holds a pre-petition retainer for payment of post-petition fees and costs in the amount of $5,001. Kutner Brinen was also paid pre-petition fees by the Debtor in the amount of $1,655, plus $1,727 filing and wire fees. Kutner Brinen will also be reimbursed for reasonable out-of-pocket expenses incurred. Jenny M. Fujii, associate of Kutner Brinen, P.C., 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. Kutner Brinen can be reached at: Jenny M. Fujii, Esq. KUTNER BRINEN, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: jmf@kutnerlaw.com About SM Property Holdings, LLC SM Property Holdings, LLC, based in Vail, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14554) on May 16, 2017. The Hon. Joseph G. Rosania Jr. presides over the case. Jenny M. Fujii, at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Shaon Mou, manager. SOYNUT BUTTER: Files for Chapter 7 Amid E. Coli Crisis ------------------------------------------------------ SoyNut Butter Co. filed a voluntary Chapter 7 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-14970) on May 12, 2017. Cara Salvatore of Bankruptcy Law360, citing documents filed in court, reports that the Company filed for bankruptcy after a foodborne-illness crisis. Cara Salvatore of Bankruptcy Law360, citing documents filed in court, reports that the Company filed for bankruptcy after a foodborne-illness crisis. Federal food-safety officials have blamed the Company's peanut butter substitute product -- I.M. Healthy soy nut butter -- for 32 illnesses in 12 states after a U.S. Food and Drug Administration investigation concluded that E. coli contamination was the culprit, Law360 relates. A product liability consolidated litigation captioned Simmons v. The SoyNut Butter Co., case number 1:17-cv-01756, has also been commenced in the Northern District of Illinois. Judge LaShonda A. Hunt presides over the Chapter 7 case. Gus A. Paloian was named a Chapter 7 trustee. In its bankruptcy petition, the Company listed under $50,000 in assets and between $1 million and $10 million in liabilities, Law360 notes. Shomshon Moskowitz and Richard Perna -- rperna@frltd.com -- of Fuchs & Roselli Ltd., serve as counsel to the Debtor. A Sec. 341(a) meeting of creditors in the Debtor's case is scheduled to be held on June 21, 2017, at 02:00 PM at, 219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 800, in Chicago, Illinois 60604. STEWART DUDLEY: Magnify Selling Panama City Condo Unit for $168K ---------------------------------------------------------------- Magnify Industries, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of condominium unit 632 in Emerald Beach Resort, located at 14701 Front Beach Rd., Panama City, Bay County, Florida, Property Tax ID #40000-300-054, to J & J Enterprises of North Georgia, LLC, for $168,000. Magnify is a party in interest which is the owner of the Unit 632. Said condo unit is one bedroom, one bath unit which is 792 square feet. At the hearing on May 22, 2017, the Court directed that all prospective sales of condominium units owned by Magnify should be presented to the Court for consideration and approval. On May 20, 2017, Magnify received from its listing agent, Mark Cowart of Counts Real Estate Group the Buyer's offer to purchase the Unit 632 for $168,000. The offer has only a financing contingency and is to be closed by June 21, 2017. The Buyer has no connection to or relationship with the Debtor or Magnify. Mr. Cowart is an experienced realtor in the Panama City, Florida real estate market who is familiar with unit 632. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Stewart_Dudley_306_Sales.pdf Mr. Cowart believes that the proposed purchase price for the unit represents its fair market value. The proposed price represents $212 per square foot, which is within the parameters of testimony previously offered to the Court as a reasonable price for condominiums in the Emerald Beach Resort. The net cash after paying the amounts required for closing will be placed in the escrow account at Engel, Hairston & Johanson P.C. The agent has advised that the offer was tendered for acceptance on May 22, 2017. He has obtained an extension but if not accepted by on May 22, 2017, Magnify will likely lose the sale. Counsel for Magnify: Jonathan E. Raulston, Esq. Charles R. Johanson, III, Esq. ENGEL, HAIRSTON & JOHANSON, P.C. P.O. Box 11405 Birmingham, AL 35202 Telephone: (205) 328-4600 Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 16-01842) on May 5, 2016, and is represented by R. Scott Williams, Esq., from Rumberger, Kirk & Caldwell, P.C. Mr. Williams can be reached at swilliams@rumberger.com STNMM LLC: Case Summary & Unsecured Creditor -------------------------------------------- Debtor: STNMM LLC 147-35 78 Ave PD Flushing, NY 11367 Business Description: The Debtor is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor owns two New York City taxicab medallions (8G88; 8G89) with a current value of $482,000. It posted gross revenue of $53,200 for 2016 and gross revenue of $67,200 for 2015. Chapter 11 Petition Date: May 25, 2017 Case No.: 17-42692 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Jeremy S Sussman, Esq. THE LAW OFFICES OF JEREMY S. SUSSMAN 225 Broadway, Suite 3800 New York, NY 10007 Tel: 646-322-8373 Email: sussman@sussman-legal.com Total Assets: $482,076 Total Liabilities: $1.39 million The petition was signed by Sergey Babayev, president. The list of top 20 largest unsecured claims of creditors who are not insiders has a single entry: Capitol One, with a claim of $908,335. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb17-42692.pdf STONEWALL FARM: Plan Outline Okayed, Plan Hearing on July 12 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the Chapter 11 plan of reorganization for Stonewall Farm Ocala, LLC, at a hearing on July 12. The hearing will be held at 2:30 p.m., at Courtroom A, Fourth Floor, 300 North Hogan Street, Jacksonville, Florida. The court on May 16 approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order set a June 28 deadline for creditors to cast their votes accepting or rejecting the plan. Any objection to confirmation of the plan must be filed seven days before the hearing. About Stonewall Farm Ocala Stonewall Farm Ocala, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 15-03677) on August 17, 2015. The petition was signed by Richard Haisfield, authorized representative. At the time of the filing, the Debtor disclosed $4.23 million in assets and $2.17 million in liabilities. The case is assigned to Judge Paul M. Glenn. Robert D. Wilcox, Esq., at Wilcox Law Firm represents the Debtor as bankruptcy counsel. SUBDIVISION OF SILVER: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The Office of the U.S. Trustee on May 24 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Subdivision of Silver City, LLC. About Subdivision of Silver City Subdivision of Silver City, LLC, based in Willis, Texas, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32789) on May 1, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Peter W. Hill, managing member, signed the petition. The Hon. Jeff Bohm presides over the case. Margaret M. McClure, Esq., at the Law Office of Margaret M. McClure, serves as bankruptcy counsel. SUNSHINE HOME: Has Interim Approval to Use IRS Cash Collateral -------------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized Sunshine Home Health Care, Inc., to use the cash collateral of the Internal Revenue Service on an interim basis. Judge Berger acknowledged that the Debtor has no source of income other than from the operation of its businesses and the collection of its accounts. He also held that if the Debtor is not permitted to use cash collateral in the ordinary course of its business, it will be unable to pay its operating and business expenses, thus effectively precluding its orderly reorganization in these chapter 11 proceedings and causing imminent and irreparable harm to its Bankruptcy Estate. The Debtor is indebted to the Internal Revenue Service pursuant to a filed lien, which holds a security interest in and liens upon Debtor's account receivables. Accordingly, the IRS is granted replacement liens in postpetition cash collateral (including cash, accounts, accounts receivable, inventory and the proceeds thereof) of the Debtor to the same extent that the IRS has valid liens on prepetition cash collateral. The Debtor agrees to pay $1,000 to the IRS on or before July 1, 2017, with identical $1,000 amounts to be paid to the IRS on or before the first day of each succeeding month, until confirmation of the Debtor's Plan of Reorganization. In addition, the IRS is also entitled to a super-priority administrative expenses claim to the extent that the adequate protection provided to the IRS proves to be inadequate to protect the IRS against a post-petition diminution in the value of their collateral. The Debtor is also directed to maintain its cash, accounts, accounts receivable, and inventory in the sum of at least $40,000 at all times; to timely file all post-petition tax returns and will make timely deposits of all post-petition taxes; and to serve copies of its monthly operating reports upon counsel for the IRS. A full-text copy of the Order, dated May 24, 2017, is available at https://is.gd/oSwZx7 About Sunshine Home Sunshine Home Health Care, Inc., is a full-service home health care agency serving the greater Kansas City, KS area. The Debtor is a small business debtor as defined in 11 U.S.C. Section 101(51D). It posted gross revenue of $3.23 million in 2016 and $3.78 million in 2015. Sunshine Home Health Care filed a Chapter 11 petition (Bankr. D. Kan. Case No. 17-20797) on May 5, 2017, disclosing $75,501 in assets and $1.62 million in liabilities. Vanessa Trobough, president, signed the petition. The case is assigned to Judge Robert D. Berger. The Debtor is represented by Colin N. Gotham, Esq., at Evans & Mullinix, P.A. SUPERIOR LINEN: Las Vegas Linen Buying All Assets for $1.9M ----------------------------------------------------------- Superior Linen, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the private sale of substantially all assets to Las Vegas Linen, LLC for $1,850,000, subject to adjustments. As of the Petition Date, the Debtor owed RD VII Investments, LLC, its senior secured lender, the sum of $10,535,905, and Midwest Community Development Fund VII, L.L.C., its junior secured lender, the sum of $8,052,998. On Oct. 3, 2016, the Debtor filed the Cash Collateral Motion and the First DIP Financing Motion. The First DIP Financing Motion requested approval to borrow up to $1,000,000 from RD VII on a super-priority post-petition basis. The Court later entered final orders granting the DIP Financing Motion and the Cash Collateral Motion, as modified by the revised versions of the operative documents attached to those orders. On Dec. 13, 2016, the Court entered an order granting the Committee, and failing that, Baltic Linen Co., Inc., derivative standing to commence, prosecute and settle causes of action that would otherwise be brought by the Debtor or its estate including but not limited to as against RD VII pursuant to the release of claims provision in the Cash Collateral Stipulation. This order originally required the actions be commenced by mid-January 2017, however, this deadline has since been extended numerous times, and most recently extended to June 21, 2017. On Dec. 30, 2016, the Debtor filed a motion seeking to reject any alleged sublease(s) it had regarding the premises out of which it previously operated, which is located at 125 S. 13th Street, Las Vegas, Nevada ("13th Street Property"), including with any of New Image Dry Cleaning, LLC, New Image Dry Cleaners, LLC, Max Enterprises, LLC and/or any other alleged sublessee for that location. The Debtor later withdrew this motion to reject without prejudice, however, the existence and validity of any alleged sublease for the 13th Street Property was and remains disputed. Additionally, the alleged sublease also included a lease by the Debtor of certain of its personal property, as sublessor and owner thereof. Separate and apart from the alleged sublease, with respect to the master lease for the 13th Street Property, wherein the Debtor is the tenant, the Debtor has entered into a series of stipulations and orders extending the deadline for the Debtor to assume or reject its rights as tenant under the master lease through May 29, 2017. The Debtor generally must assume or reject an unexpired lease of nonresidential real property within one 120 days of the Petition Date, which, in this case, made the deadline originally Jan. 28, 2017, unless otherwise extended by agreement with the applicable landlord or ordered by the Court. The Assumption/Rejection Deadline is important in the case at hand because the Debtor's operations, including both its laundry and linen processing facility and its corporate offices, are operated out leased premises located at 4501 Mitchell Street, North Las Vegas, Nevada 89081 in the Nellis Industrial Park ("Premises"). Specifically, on July 26, 2011, Superior Linen, as tenant, entered into a Lease Agreement ("Lease Agreement") with Prologis NA3, LLC as original landlord, which space was later expanded pursuant to various amendments. In 2015, the Landlord, as successor to Prologis, took over the Lease Agreement of the Premises as landlord and has remained as such during the pendency of the Chapter 11 Case. The Debtor is also obligated to pay certain sums to the City over time as and for a "regional connection fee" for industrial laundries as well as normal monthly utility charges. Prior to the Petition Date, Superior Linen entered into a settlement and payment arrangement with the City, however, it ceased making payments pursuant to that agreement, and the City thus eventually recorded a Notice of Lien for Unpaid Utilities Charges against the Premises in the Official Records of the County Recorder, Clark County, Nevada on Sept. 22, 2016 at Instrument No. 20160922-0000141 in the amount of $893,667. The recordation of the Notice of Lien on the Premises is also a breach of the Lease Agreement by Superior Linen. Given that the original Assumption/Rejection Deadline was set to expire on Jan. 28, 2017, the Debtor and the Landlord conferred and determined that, in order to allow them to continue their discussions, among other reasons, it was in their best interests to agree to extend the Assumption/Rejection Deadline for the Lease Agreement voluntarily an additional 60 days, and thus through and including March 29, 2017 ("Extension Period"). As a result on Jan. 27, 2017, as later approved by the Court, the parties entered into stipulation, which, among other matters: (i) the Debtor was to remain current on a post-petition go forward basis on all regular monthly rent and expense payments owing to the Landlord under the Lease Agreement in its current form; and (ii) commencing on Feb. 15, 2016, and on the 15th of each and every month thereafter during the Extension Period, the Debtor was to pay the sum of $20,000 each month to the City as and for a partial payment of the outstanding Connection Fees. On Jan. 23, 2017, the Debtor filed its Second DIP Loan Motion, which requested authorization and approval to borrow additional post-petition financing of up to $750,000 from RD VII on a super-priority post-petition basis. As explained in the Second DIP Loan Motion, Debtor required additional funds and prior to the originally projected date in the First Budget of the end of January for various reasons. The Court held various hearings on interim approval of the Second DIP Loan, and has entered a series of orders authorizing the entire borrowing. On Jan. 24, 2017, the Office of the United States Trustee ("UST") filed the Trustee/Conversion Motion which was joined by the Committee and various other parties. On March 1, 2017, the Court held an evidentiary hearing on the Trustee/Conversion Motion, and later entered a written order denying the UST's request to appoint a chapter 11 trustee, and conditionally denying the conversion of the case to chapter 7, subject to the following terms and conditions: (i) that any sale of all or substantially all of the Debtor's business must occur, if at all, no later than June 14, 2017; (ii) any additional DIP financing requested or obtained by the Debtor must include at least $45,000 in funds paid as an additional "carveout" for the Committee's professionals; and (iii) the deadline for the Committee and/or creditor Baltic Linen to file derivative actions or other claims as described in the orders granting them derivative standing is extended through June 21, 2017. The Trustee/Conversion Motion was a significant and unfortunate distraction in the Chapter 11 Case. On March 6, 2017, the Debtor filed its Third DIP Financing Motion which sought authorization and approval to borrow additional post-petition financing of up to $875,000 from RD VII. On March 9, 2017, the Court entered an interim order approving the Third DIP Financing Motion on an interim basis to the extent of $350,000, and on March 30, 2017, entered a final order authorizing the Third DIP Financing Motion on a final basis. The terms of the Third DIP Financing only authorize the Debtor to borrow additional funds, but still leaves in RD VII's discretion whether it will provide any such further loans. Understandably, and in light of the substantial funds RD VII has already lent to the Debtor on a pre and post-petition basis, as well as the precipitous erosion in the Debtor's value from and after the Petition Date, RD VII did not loan any additional funds to the Debtor, including the remaining balance of the approved Third DIP Financing. The total principal amount the Debtor has borrowed under the terms of its various DIP financings is the sum of $2,100,000. The parties were unable to agree to a further extension of the Assumption/Rejection Deadline for the Lease Agreement of the Premises, and thus, as a result, and in order to avoid losing its Lease, on March 30, 2017 the Debtor filed a motion seeking to assume its Lease Agreement with the Landlord for the Premises. The motion was set for hearing on May 17, 2017, but which was continued by stipulation of the parties in light of the imminent filing of the Sale Motion to May 24, 2017. In addition to the timing pressures regarding the Debtor's Lease Agreement for the Premises, various of the Debtor's customers have either taken actions, including some unilaterally and improperly, and/or filed motions seeking to compel the Debtor to assume or reject their respective linen and laundry services agreements, and/or for relief from the automatic stay to terminate such agreements, which are at various stages of being heard and decided. These customers include large customers such as the Cosmopolitan, The Palms Casino Resort, The Riverside Resort and Casino (Laughlin), the M Resort Spa Casino, as well as smaller accounts like The Downtown Grand. As a result of the foregoing, an expedited transaction involving the Debtor 's assets is of utmost importance in order to preserve and protect the remaining value of the assets proposed to be sold, and so as to maximize recoveries. Additionally, although the parties began significant discussions to document the proposed transaction more than a month ago, it has involved many moving parts, including discussions and assurances with existing customers, as well as the negotiation of the proposed Settlement and Release Agreement with the city of North Las Vegas and Icon Pac Nevada Owner Pool 3 Nevada, LLC ("Landlord") ("North Las Vegas Settlement Agreement," before it could be filed with the Court, all of which involved substantial undertakings. Notwithstanding the Debtor's best efforts to manage its cash flow and juggle its cash management, given the length of time the proposed transaction took to document, the Debtor has accrued significant additional post-petition administrative liabilities in operating its business unprofitably during this time period, which liabilities will only increase if there are any delays in the approval process. Shortly after the filing of the Motion, the Debtor also anticipates working with the Committee, the UST, and other creditor constituencies regarding a proposed chapter 11 plan of liquidation to finalize the remainder of the Chapter 11 Case, post-closing of the Sale, in and orderly and timely fashion. On Nov. 7, 2016, Province, Inc. entered into an Engagement Agreement with the Debtor as financial advisors in order to assist with a potential sale of the business, which application the Court has approved. Province pre-marketed the asset to several bidders that were well known to Province in mid-January 2017 and officially launched the Sale Transaction on Jan. 21, 2017. Since then, Province engaged in telephonic discussions, in-person meetings, and due diligence and analyses with potential Sale Counterparties. Together with the Company, Province has worked to select and consummate a Sale Transaction with the Buyer. Based on Province's continuing assessment of the Company's valuation with respect to ongoing changes in the composition of the Company's client portfolio and their discussions with numerous Sale Counterparties, Province believes that the Company's sale as a going concern to the Buyer at the terms presented in the Asset Purchase Agreement is likely to provide significantly more value to creditors than in a liquidation. The salient terms of the APA are: a. Purchased Assets: The Seller will sell, assign, transfer, convey and deliver to the Buyer, and the Buyer will purchase from the Seller, all of the Seller's right, title and interest in the assets that relate to, or are used or held for the use in connection with the Business, free and clear of all Encumbrances, but excluding the Excluded Assets. b. Total Consideration: The aggregate consideration for the Purchased Assets will be (i) $1,850,000 in cash; (ii) up to $200,000 in cash for specified equipment not identified in Section 1.01(b) of the Disclosure Schedules which will be agreed to by the Buyer and the Seller at or prior to Closing (the sum of (a) inclusive with (b) being the "Cash Purchase Price" which will be subject to adjustment pursuant to Section 1.09 below); plus (c) the assumption of the Assumed Liabilities. c. Designated Contracts: At the Closing, the Buyer will designate in writing to the Seller the Designated Contracts that it elects not to assume at Closing but will instead operate under during the 60-day period following the Closing. d. Closing Adjustment: No later than one Business Day prior to the Closing Date, the Seller will deliver to the Buyer the Estimated Closing AR Statement setting forth its good faith estimate of Closing Net AR Amount with supporting calculations in reasonable detail. The Closing Net AR Amount will mean (A) the Accounts Receivable of the Seller included in the Purchased Assets, net of reserves in accordance with GAAP, minus (B) $500,000 ("Target Net AR Amount"). The Closing Adjustment will be an amount equal to the excess, if any, of the Target Net AR Amount over the Estimated Net AR Amount. The Cash Purchase Price will be reduced by the amount of the Closing Adjustment (if any). If the Estimated Closing Net AR Amount exceeds the Target Net AR Amount, the Cash Purchase Price will not be adjusted at the Closing but will be subject to adjustment following the Closing as provided in Section 1.09(c). e. Post-Closing Adjustment: Within 60 days after the Closing Date, the Buyer will prepare and deliver to the Seller its Closing AR Amount Statement. The post-closing adjustment will be an amount equal to (A) the Closing Net AR Amount, as finally determined pursuant to this Section 1.09, minus (B) Target Net AR Amount, minus (C) (if applicable) the Closing Adjustment. If the Post-Closing Adjustment is a positive number, then the Cash Purchase Price will be increased by the Post-Closing Adjustment and the Buyer will pay to the Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, then the Cash Purchase Price will be reduced by an amount equal to the Post-Closing Adjustment, which will be immediately paid to Buyer by the Seller. f. Closing: The Closing will take place within three Business Days after the entry of the Sale Order. The Debtor asks the Court to approve the APA. The APA is fair, reasonable and in the best interests of the Debtor's estate. The Debtor is proposing the sale be a "private" sale without going through an auction process due to the significant timing constraints on consummating the sale and because the Debtor asserts that it has already more adequately canvassed the market of potential purchasers as previously described, and no party other than the Buyer has shown any substantial and continuing interest in purchasing the assets, and contracts and related property. In connection with the sale of the Assets, the Debtor asks the Court to approve the assumption and assignment of a certain limited number of executory contracts and unexpired leases as set forth in the APA. The Debtor's assumption and assignment of the Contracts and Leases will be contingent upon payment of the required cure amounts consistent with the APA, and effective only upon the closing of the Sale. The North Las Vegas Settlement Agreement is an essential component to allow the Sale transaction to proceed because the Buyer requires the Premises subject to the Lease Agreement in order to operate the facility therein, which is also where most of the assets are located. Being the interest of creditors, the interests of various of the Debtor's creditors are well served by allowing the sale transaction to take place, of which the North Las Vegas Settlement Agreement, and the assumption, assignment and cure of the Lease therein, is a necessary and indeed critical part. For all of the reasons set forth, the Agreement is fair, equitable, and in the best interests of the Debtor's estate and creditors, and thus the Debtor respectfully asks that the Court approves the Agreement as a reasonable compromise of the parties' disputes, and allow for its assumption and assignment to the Buyer as is necessary and appropriate. The Debtor respectfully asks that the Court grants the relief sought. Given the reality of the Debtor's financial situation and its need to quickly maximize and realize the value of its assets, as well as to avoid the incurrence of additional administrative expenses for continued post-petition operations, the Debtor asks the Court to waive the stays required by Fed. R. Bankr. P. 6006(d) and 6004(h). A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/SUPERIOR_LINEN_437_Sales.pdf The Purchaser can be reached at: LAS VEGAS LINEN, LLC c/o Pure Star Group 1 West Mayflower Ave. N. Las Vegas, NV 89030 Attn: Dave Barron E-mail: dbarron@purestargroup.com The Purchaser is represented by: Zev Bomrind, Esq. FOX ROTHSCHILD LLP 101 Park Ave., 17th Floor New York, NY 10178 E-mail: zbomrind@foxrothschild.com About Superior Linen Superior Linen, LLC, doing business as Superior Linen and Laundry Services, which operates as a commercial laundry and linen rental company, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-15388) on Sept. 30, 2016. The petition was signed by Robert E. Smith, chief financial officer. The case is assigned to Judge Mike N. Nakagawa. The Debtor estimated assets and debts at $10 million to $50 million at the time of the filing. The Debtor tapped Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, as bankruptcy counsel. Paras Barnett, Esq., at Barnett & Associates is serving as special counsel. Province, Inc., serves as financial and restructuring advisors. The U.S. Trustee for Region 17 appointed three creditors of Superior Linen, LLC, to serve on the Official Committee of Unsecured Creditors: Baltic Linen Company, Inc., United Cleaners Supply, Inc., and Regent Apparel. The Committee is represented by Candace C. Carlyon, Esq., and Matthew R. Carlyon, Esq., at Morris, Polich & Purdy, LLP. TALOS PRODUCTION: Moody's Withdraws Caa1 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings for Talos Production LLC, including the company's Caa1 Corporate Family Rating (CFR) and Caa1-PD Probability of Default Rating (PDR), and the Caa2 rating for the company's senior unsecured notes. Moody's has withdrawn all of Talos' rating for its own business reasons. Talos is a privately owned exploration and production company whose assets are located on the continental shelf and deepwater areas in the US Gulf of Mexico. TARPON DYNAMIC: Settlement With Bank for Sale of Properties Okayed ------------------------------------------------------------------ Judge Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Tarpon Dynamic Industries, L.L.P.'s Settlement Agreement with Whitney Bank in connection with the sale of two parcels of immovable property bearing municipal address: (i) 3012 Engineers Road, Belle Chasse, Louisiana ("3012 Engineers Road"); and (ii) 2407 Concord Road, Belle Chasse, Louisiana ("2407 Concord Road") to Whitney Bank for a credit bid in the amount of $671,599, plus the amount due for past due 2016 property taxes, which is approximately $6,481. The Debtor is authorized to execute a Dation En Paiement and transfer the 2407 Concord Road and the 3012 Engineers Road ("Property") to Whitney Bank free and clear of all liens, claims, encumbrances, and any and all interests of any kind, including leases, except the 2016 property taxes. Jon Gibson, Jr., or Jeffrey Sikut is authorized to sign any and all documents on behalf of the Debtor that are necessary to effectuate the Settlement and transfer of the Property as set forth. The counsel for Mover will serve the Order on the required parties who will not receive notice through the ECF system pursuant to the FRBP and the LBRs and file a certificate of service to that effect within three days. About Tarpon Dynamic Industries Tarpon Dynamic Industries, L.L.P, filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 17-10500) on March 7, 2017. The Hon. Elizabeth W Magner presides over the case. TD MANUFACTURING: Asks For Court OK to Use Cash Collateral ---------------------------------------------------------- TD Manufacturing LLC seeks permission from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral. The Debtor maintains two secured loans which liens arising therefrom could encumber the Debtor's cash collateral. The two liens are: a. a secured loan with Colorado Lending Source, Ltd., on April 2, 2015, which is guaranteed by the Small Business Administration. CLS asserts a lien in certain pieces of enumerated equipment, and all additions, accessions, and substitutions thereof and all proceeds and products therefrom. The amount owing to CLS is approximately $640,486; b. a secured loan with TBK Bank on March 19, 2015. TBK asserts a lien in all inventory and equipment. The amount owing to TBK is approximately $740,000. CLS and TBK may have a secured lien position on the Debtor's funds and revenues that constitute cash collateral. The Debtor's total asset value as of the Petition Date is approximately $286,671. The Debtor's accounts receivable as of the Petition Date is approximately $87,522. The Debtor's cash on hand and in bank accounts as of the Petition Date is approximately $15,084. The Debtor's furniture, fixtures, equipment and inventory have a value of approximately $183,650. The Debtor is replacing its accounts receivable and cash in the ordinary course of its operations. The Debtor also replaces its inventory of a regular basis. The secured interest of the Secured Creditors in the Debtor's assets is adequately protected against the Debtor's ongoing use of cash. In order to pay necessary operating expenses, the Debtor must immediately use cash collateral on an interim basis until the time as the Court schedules a final hearing on the use of cash collateral. On an interim basis over the next 30 days and on a six-month basis, the Debtor has prepared a budget setting forth its expected revenues and cash use. The Debtor says that without the use of cash collateral, the Debtor will have insufficient funding for business operations. With the use of cash collateral, the Debtor will not be able to pay employees, utilities, and other costs associated with operating the business. In order to provide adequate protection for the Debtor's use of cash collateral to Bank, to the extent Bank is properly perfected, the Debtor proposes that: a. the Debtor will provide a replacement lien on all post- petition accounts and accounts receivable to the extent that the use of the cash collateral results in a decrease in the value of the collateral; b. the Debtor will maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss; c. the Debtor will provide to Bank all periodic reports and information filed with the Court, including debtor-in- possession reports; d. the Debtor will only expend cash collateral pursuant to the Budget subject to reasonable fluctuation by no more than 15% for each expense line item per month; e. the Debtor will pay all post-petition taxes; and f. the Debtor will retain in good repair all collateral in which Bank has an interest. The proposed budget provides for these projected sales, cost of goods sold and total operating expenses during the period May to December 2017: June July Aug Sept Oct Nov Dec ---- ---- --- ---- --- --- --- Total Services $50,000 $47,000 $52,000 $56,000 $46,000 $43,000 $41,000 Total COGS $5,200 $5,200 $13,200 $5,200 $5,200 $5,200 $5,200 Gross Profit $44,800 $41,800 $38,800 $50,800 $40,800 $37,800 $35,800 Total Expenses $36,515 $34,165 $33,515 $45,015 $34,165 $33,515 $33,515 Net Operating Income $8,285 $7,635 $5,285 $5,785 $6,635 $4,285 $2,285 A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/cob17-14243-31.pdf About TD Manufacturing LLC Based in Greeley, Colorado, TD Manufacturing LLC -- http://www.t-dmanufacturing.com/-- operates a metal manufacturing and powder coating shop that specializes in plasma table cutting, welding, sand blasting, and powder coating. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14243) on May 9, 2017. The petition was signed by Luke Yockim, manager. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. The case is assigned to Judge Michael E. Romero. At the time of the filing, the Debtor disclosed $286,671 in assets and $1.40 million in liabilities. TELEXFREE LLC: $1.83M Judgment by Consent vs S. Rodrigues Entered ----------------------------------------------------------------- The Securities and Exchange Commission issued a press release indicating that on May 25, 2017, the federal court in Boston, Massachusetts, entered a final judgment by consent against defendant Sanderley Rodrigues de Vasconcelos of Davenport, Florida, a defendant in SEC v. TelexFree, Inc., et al. Among other things, the Court's order holds Rodrigues liable for over $1.83 million, including approximately $1.7 million in disgorgement and prejudgment interest and a $150,000 civil penalty. In April 2014, the Commission charged Massachusetts-based TelexFree, Inc. and TelexFree, LLC (collectively, "TelexFree"), plus four company officers and four promoters of TelexFree, including Rodrigues, with perpetrating an international pyramid scheme targeting Latino communities in the U.S. In settling the SEC's charges, Mr. Rodrigues admitted that he was a promoter of TelexFree, appearing at TelexFree-sponsored public events and other gatherings at hotels and resorts. He further admitted that he appeared in promotional videos that were posted on YouTube and posted at least one video himself. Mr. Rodrigues consented to the entry of the judgment which permanently restrains and enjoins him from violating the securities offering provisions of Section 5 of the Securities Act of 1933 and the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The judgment also permanently restrains and enjoins him from offering, operating, or participating in any marketing or sales program in which a participant is compensated or promised compensation solely or primarily (1) for inducing another person to become a participant in the program, or (2) if such induced person induces another to become a participant in the program. To satisfy his financial obligation, the judgment orders Mr. Rodrigues to transfer certain assets to settle an adversary action against Rodrigues (among others) filed by Stephen Darr, the Chapter 11 Trustee of TelexFree LLC, TelexFree, Inc., and TelexFree Financial, Inc., entitled Darr v. Carlos Wanzeler et al., Adv. Proc. 16-04032, presently pending in the United States Bankruptcy Court for the District of Massachusetts as part of In re TelexFree, Inc., Case 14-40987 (Bankr. D.Mass.). The Commission's litigation in this matter continues against the TelexFree companies, their officers, and the remaining promoters of the alleged TelexFree pyramid scheme. The matter is captioned Securities and Exchange Commission v. TelexFree, Inc. et al., Civil Action No. 1:14-cv-11858-NMG (United States District Court for the District of Massachusetts). About TelexFREE TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE had over 700,000 associates or promoters worldwide. TelexFREE though was facing accusations of operating a $1 billion-plus pyramid scheme. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. Alvarez & Marsal North America, LLC is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. TelexFREE, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. In May 2014, the Nevada bankruptcy court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court for the District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). TEMBEC INC: S&P Puts 'B' CCR on CreditWatch Positive ---------------------------------------------------- S&P Global Ratings said it placed its ratings on Tembec Inc., including its 'B' long-term corporate credit rating on the company, on CreditWatch with positive implications. "The CreditWatch placement follows Tembec's receipt of a friendly takeover offer from Rayonier Advanced Materials Inc.," said S&P Global Ratings credit analyst Alessio Di Franceso. The proposed purchase price is about US$807 million, including the assumption of US$487 million of net debt at Tembec. The CreditWatch placement reflects S&P's view that an upgrade is likely on close of the proposed takeover, which S&P expects in second-half 2017. At that time, S&P expects the two companies to merge and that Rayonier Advanced Materials Inc. (Rayonier AM) will assume Tembec's debt outstanding. S&P intends to resolve this CreditWatch on the acquisition's close, expected in second-half 2017. At that time, S&P would likely raise its long-term corporate credit rating on Tembec to be in line with that on Rayonier AM (BB-/Positive/--). TEMBEC INDUSTRIES: Moody's Puts B2 CFR Under Review for Upgrade --------------------------------------------------------------- Moody's Investors Service placed the B2 corporate family rating (CFR), B2-PD probability of default rating (PDR) and B2 senior secured note rating of Tembec Industries Inc. under review for an upgrade. The review follows the company's announcement that it has signed an agreement to be acquired by Ba3-rated Rayonier A.M. Products Inc., the world's largest specialty cellulose pulp manufacturer. "The review for upgrade was prompted by the possibility that Tembec's credit profile will improve once it is acquired by RYAM" said Ed Sustar, Moody's Senior Vice President. On Review for Upgrade: Issuer: Tembec Industries Inc -- Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD -- Corporate Family Rating, Placed on Review for Upgrade, currently B2 -- Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B2(LGD4) Outlook Actions: Issuer: Tembec Industries Inc -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Moody's review will focus on the possible legal and/or implicit credit support to be provided by RYAM; the final capital structure and post-closing credit metrics, taking into consideration the debt that may be refinanced by RYAM; the size, pace and allocations of any cost synergies that can be realized; and Tembec's ability to maintain good liquidity. The acquisition is expected to close before the end of the 2017 and is subject to shareholder approval and other customary closing conditions. The principal methodology used in this rating was Global Paper and Forest Products Industry published in October 2013. Headquartered in Montreal, Quebec, Tembec is an integrated paper and forest products company with operations primarily in Canada and a mill in France. With CND$1.5 billion in revenue, the company's main operating segments include specialty cellulose pulp (30% of sales, 42% of EBITDA), wood products (25%, 10%), paper (26%, 43%) and high-yield pulp (19%, 5%). Rayonier A.M. Products Inc, headquartered in Jacksonville, Florida, is a leading global producer of specialty cellulose pulp, which is used as a raw material to manufacture a diverse array of consumer products such as cigarette filters as well as LCD screens, coatings and plastic films. TIDEWATER INC: Hires Epiq as Administrative Advisors ---------------------------------------------------- Tidewater Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as administrative advisors to the Debtors. Tidewater Inc. requires Epiq to: a. assist the Debtors in solicitation, balloting, tabulation, and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of any chapter 11 plan; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results for any chapter 11 plans in the cases; c. provide a confidential data room; d. provide assistance with preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; e. generate, provide and assist with claims objections, exhibits, claims reconciliation and related matters; f. manage any distributions pursuant to any confirmed chapter 11 plan in the cases; and g. provide such other claims processing, noticing, solicitation, balloting, and administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested by the Debtors from time to time. Epiq will be paid at these hourly rates: Executives No Charge Communication Consultant $395 Executive Vice President, Solicitation $215 Solicitation Consultant $190 Consultants/Directors/Vice Presidents $160-$190 Case Managers $70-$165 IT/Programming $65-$85 Clerical/Administrative Support $25-$45 Epiq will be paid a retainer in the amount of $25,000. Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Karpuk, director of Epiq Bankruptcy Solutions, 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. Epiq can be reached at: Brian Karpuk EPIQ BANKRUPTCY SOLUTIONS, LLC 824 N. Market Street, Suite 412 Wilmington, DE 19801 Tel: (302) 574-2600 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 administrative advisors, and claims and solicitation agent. TIDEWATER INC: Hires Jones Walker as Corporate Counsel ------------------------------------------------------ Tidewater Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Jones Walker LLP, as corporate counsel to the Debtors. Tidewater Inc. requires Jones Walker to: a. advise on compliance and reporting obligations under federal securities laws; b. provide general corporate advice; c. advise on issues of maritime law; d. advise on employee benefits and executive compensation; and e. assist in consummating certain transactions that may arise out of the chapter 11 cases and the Prepackaged Plan. Jones Walker will be paid at these hourly rates: Partners $350-$500 Associates $250-$350 Paralegals $125 On October 18, 2016, Jones Walker received a $125,000 retainer from the Debtors. As of the Petition Date, the balance of the retainer was $21,685.90. Jones Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Jones Walker did not agree to a variation of its standard or customary billing arrangement for this engagement. b. None of Jones Walker's professionals included in the engagement have varied their rate based on the geographic location of the chapter 11 cases. c. Jones Walker represented the Debtors for 26 years prior to the Petition Date. The billing rates and material financial terms in connection with such representation have not changed postpetition, other than due to annual and customary firm-wide adjustments to Jones Walker's hourly rates in the ordinary course of Jones Walker's business. d. Jones Walker will consult with the Debtors and agree upon an approved budget and staffing plan for Jones Walker's engagement for the period from the Petition Date through September 1, 2017. Consistent with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Curtis R. Hearn, partner of Jones Walker LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (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. Jones Walker can be reached at: Curtis R. Hearn, Esq. JONES WALKER LLP 201 St. Charles Ave. New Orleans, LA 70170-5100 Tel: (504) 582-8308 Fax: (504) 589-8308 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 administrative advisors, and claims and solicitation agent. TIDEWATER INC: Hires KPMG as Tax Consultants -------------------------------------------- Tidewater Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP, as tax consultants to the Debtors. Tidewater Inc. requires KPMG to: -- Tax Services: (a) Tax Consulting Services: KPMG will provide analysis as to the federal, state, and local tax implications of the Debtors, including, but not limited to the following: (1) Analysis of any Section 382 issues, including a Sensitivity analysis to reflect the Section 382 impact of the proposed and hypothetical equity transactions pursuant to the restructuring and analysis of Section 382(l)(5) and (l)(6); (2) Analysis of net unrealized built-in gains ("NUBIG") and net unrealized built-in losses ("NUBIL") and Notice 2003-65 as applied to the ownership change, if any, resulting from or in connection with the restructuring; (3) Analysis of the Debtors' tax attributes including net operating losses, tax basis in assets, and tax basis in stock of subsidiaries; (4) Analysis of cancellation of debt ("COD") income, Including the application of Section 108 and consolidated tax return regulations relating to the restructuring of non-intercompany debt and the completed capitalization or settlement of intercompany debt; (5) Analysis of the application of the attribute reduction rules under Section 108(b) and Treasury Regulation Section 1.1502-28, including a benefit analysis of Section 108(b)(5) and 1017(b)(3)(D) elections; (6) Analysis of the tax implications of any internal reorganizations and proposal of restructuring alternatives; (7) Cash tax modeling; (8) Analysis of the tax implications of any dispositions of assets and subsidiary stock pursuant to the bankruptcy; (9) Analysis of potential bad debt and retirement tax losses; (10) Analysis of any proof of claims from tax authorities; (11) Analysis of the tax treatment of bankruptcy related costs; (12) Tax advisory services relating to any potential merger or acquisition with third parties including due diligence and structuring; (13) Analysis of the state and local tax implications of the foregoing; and (14) Analysis of any potential cash repatriation planning. (b) Valuation Services: (1) Estimation of the fair value of certain assets and liabilities as part of the Debtors' compliance with the financial reporting requirements under fresh start accounting. (2) Work with the Debtors to investigate the recognition and valuation of any unrecorded assets or liabilities, such as unfavorable contracts, or newly issued equity or hybrid securities, such as warrants and embedded derivatives. (c) Transfer Pricing Services: KPMG will provide transfer Pricing assistance related to the unilateral Advanced Pricing Agreement ("APA") with respect to the following: (1) Preparation of Annual Report for the fiscal year ending March 31, 2017 ("FY 2017") including: a. Preparing Debtors' APA annual submission for FY 2017; and b. Reviewing Debtors' implementation of the APA transfer pricing method and making recommendations to assist the Debtors in complying with the terms and agreements of the APA for FY 2017. (2) Assisting Debtors with renewal of APA that expires on March 31, 2017, specifically providing the following services: a. Developing a strategy for best handling the case; b. Assisting Debtors in its dealings with the Internal Revenue Service ("IRS"); c. Meeting the Debtors' team members as appropriate and necessary; d. Preparing submissions in response to the IRS APA team inquiries; e. Negotiating with the IRS; and f. Preparing annual reports. -- Advisory Services: (a) Bankruptcy Accounting and Fresh Start Reporting: KPMG will support Debtors' management in addressing various bankruptcy and fresh start accounting and reporting for the Debtors' Chapter 11 bankruptcy in accordance with the United States Bankruptcy Code, including but not limited to the following: (1) To the extent requested, KPMG will assist management with the following: a. Planning an approach; b. Consideration of alternatives; and c. Research, analysis, implementation and documentation related to accounting and reporting the emergence from Chapter 11 and related bankruptcy transactions. (2) Assist in the preparation of the financial statements and footnotes and related registration statements due to the Chapter 11. As part of our services, we will provide support to management in the following areas: a. Assistance with project management, including the preparation and execution of project work plans, status reporting, issue tracking, and communication plans; b. Assistance with the preparation of whitepapers that document the Debtors' conclusions on accounting issues, key assumptions, methodologies and outcomes; c. Assistance with the assembly and documentation of support to facilitate the financial statement audit effort; d. Participation in discussions with auditors and other advisors to discuss accounting and reporting conclusions; and e. Assistance with the push down of valuation results and plan effects into the Debtors' sub-ledgers, books and records. (b) Co-sourcing Internal Audit: KPMG will assist the Debtors on an ongoing basis in performing specified internal audits to evaluate and help improve the effectiveness of risk management, control and governance processes, including but limited to the following: (1) Perform specified internal audits on behalf of the Debtors' Audit Committee and a senior member of Debtors' management specified by the Debtors; (2) Perform internal audits involving third parties, including preparing for fieldwork and perform on-site fieldwork with the following objectives: a. Assessing the third party's compliance with the relevant terms and conditions of the respective Service Level Agreements ("SL Agreement") between the Debtors and the third party, and the third party's compliance with the Debtors' corporate policies on use of agents, consultants, advisors and business partners; b. Summarize (as applicable based on the terms of the SL Agreement) significant non-compliance with the relevant terms and conditions of the SL Agreement; c. Assess the third party's compliance with the relevant Debtors' policies and procedures relating to the Debtors' transactions with the third party; d. Assess the internal controls environment of the third party relating to the Debtors' transactions with the third party; and e. Assess the accuracy and completeness of transactions reported and remitted on behalf of the Debtors by the Debtors' authorized agent. (3) Assist Debtors with performing tests of the design and operating effectiveness of the Debtors' internal control over financial reporting ("ICOFR") including but not limited to the following: a. Assist Debtors' management in its determination of testing scope, approach and detailed program; b. Following Debtors' determination of scope of testing, locations, processes, KPMG will assist Debtors in the summarization of financial and other information to help Debtors' management understand scope considerations; c. Agree on testing approach with Debtors' project sponsor; d. Assist Debtors' management in the development of a detailed testing program including the specific controls and the nature, timing and extent of testing procedures; e. Perform tests and document results; and f. Develop draft deliverable. (4) Assist Debtors with identifying and assessing key enterprise risks including assisting the Debtors in: a. Agreeing on work plan; b. Agreeing on any changes to the existing format for deliverables; c. Agreeing on any changes to the existing risk definitions, categories, ranking criteria, and risk assessment criteria; d. Gathering updated risk information and documentation; e. Reviewing existing enterprise risk assessment documentation and conduct structured interviews or surveys to identify any updates (e.g., new risks, modifications to existing risks, or removal of risks that are no longer applicable, for consideration; f. Identifying key mitigating actions for the identified risks; g. Conducting meetings with management to discuss, confirm and rank risks, agree risk positioning and identify key risks, including Top 10 risk inventory; and h. Agreeing on current state risk inventory. -- Fiscal Year 2017 Compliance Reviews: (a) Assist the Debtors in conducting fiscal year 2017 reviews to assess compliance with the Debtors' policies on anti-bribery and corruption; (b) Perform certain process and control audit procedures with regards to a vendor; and (c) Perform such other tasks related to these reviews as may be identified and mutually agreed to during the course of the agreement. KPMG will be paid at these hourly rates: Partners/Managing Directors $795 Senior Managers $650 Managers $560 Senior Associates $480 Associates $290 Para-Professionals $210 KPMG received a retainer in the total amount of $400,000 before the Petition Date, which was applied to outstanding services incurred before the Petition Date. Before the Petition Date, KPMG received $3,166,135.08, including the retainer amounts, from the Debtors for professional services performed and expenses incurred. KPMG will also be reimbursed for reasonable out-of-pocket expenses incurred. Olayinka Kukoyi, a partner at KPMG LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (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. KPMG can be reached at: Olayinka Kukoyi KPMG LLP 811 Main Street, Suite 4400 Houston, TX 77002 Tel: (713) 319-2000 Fax: (713) 319-2041 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 administrative advisors, and claims and solicitation agent. TOTAL OFFICE-GSA: Seeks Interim Authority to Use Cash Collateral ---------------------------------------------------------------- Total Office Solutions-GSA, Inc., seeks interim authorization from the U.S. Bankruptcy Court Middle District of Florida to use cash collateral. The Debtor will use the cash collateral during the interim cash collateral period to pay normal business expenses, payroll, rent, utilities and otherwise maintain and protect its property. As set forth in the budget, the Debtor requires to use up to $17,851 of cash collateral to fund all necessary operating expenses of its business. Fidelity Bank held a business line of credit with an approximate outstanding balance of $1,540,000, secured by the Debtor's assets, cash, accounts and future receivables. As adequate protection, the Debtor proposes to provide Fidelity Bank a replacement lien on the Debtor's receivables and the Debtor's projected positive cash flow. The Debtor believes that the use of cash collateral is in the best interest of its creditors and its estate because it will enable the Debtor to (a) continue the orderly operation of its business and avoid an immediate total shutdown of operations; (b) meet its obligations for necessary ordinary course expenditures, and other operating expenses; and (c) make payments authorized under other orders entered by the Court, thereby avoiding immediate and irreparable harm to the Debtor's estate. If the Debtor cannot use cash collateral, it will be forced to cease operations. By contrast, if the Debtor is allowed to use cash collateral in order to maintain operations and preserve the going concern value of its business, the Debtor will be able to capitalize on that value through a reorganization strategy, and ultimately facilitate the Debtor's ability to confirm a Chapter 11 plan. A full-text copy of the Debtor's Motion, dated May 23, 2017, is available at https://is.gd/SiLCPR Hearing Abated Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida abated Total Office Solutions Inc.'s Emergency Motion for Authority to Use Cash Collateral until the deficiency is corrected. Upon review, Judge Glenn has determined that the motion does not include a signed and dated proof of service as required by Local Rule 9013−1. About Total Office Solutions Total Office Solutions Inc. -- http://www.tosinc.com/-- creates workplaces for businesses located in Jacksonville, Fla. The company provides support for new offices, including product sales, installation, project management, space planning/design and move management, among others. Total Office Solutions-GSA, Inc. and its affiliate Total Office Solutions, Inc. separate Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 17-01829 and 17-01830, respectively) on May 19, 2017. The petitions were signed by Mark Chappell, president. The Debtors are represented by Thomas C Adam, Esq., at Adam Law Group, P.A. Total Office Solutions-GSA disclosed $216,621 in assets and $1,540,000 in liabilities; and Total Office Solutions disclosed $2,330,000 in assets and $1,590,000 in liabilities, at the time of filing. TRADER MURPHY: Taps Grimble & LoGuidice as Legal Counsel -------------------------------------------------------- Trader Murphy Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a new legal counsel. The Debtor proposes to hire Grimble & LoGuidice LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and provide other services related to its Chapter 11 case. The firm will replace the Law Office of Maria Malave. The hourly rates charged by the firm are: Partner $300 Associate $250 Paralegal $75 Grimble & LoGuidice is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robin LoGuidice, Esq. Grimble & LoGuidice LLC 217 Broadway, Suite 304 New York, NY 10007 Phone: (212) 349-0450 About Trader Murphy Corp. Trader Murphy Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10955) on April 9, 2017. Ramon Murphy, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. TRAMMELL FAMILY LAKE: Wants to Move Plan Filing Period to Aug. 31 ----------------------------------------------------------------- Trammell Family Lake Martin Properties, LLC and Trammell Family Orange Beach Properties, LLC request the U.S. Bankruptcy Court for the Middle District of Alabama to extend their exclusive period to file a Chapter 11 plan through August 31, 2017. The Debtors are defendants in litigation in the U.S. District Court for the Southern District of Alabama, entitled: SE Property Holdings, LLC v. Center, case number 15-cv-00033 (S.D. Ala.). The Debtors relate that in this litigation, creditor SE Property Holdings, LLC asserts that substantially all of the Debtors' assets have been fraudulently transferred to the Debtors, and seeks to unwind the transfers to divest the Debtors of their property. The Debtors note that after the Bankruptcy Court granted SE Property Holdings' motion for relief from the automatic stay to pursue the fraudulent conveyance litigation, the Southern District Court held a three-day trial that concluded on May 10, 2017, and ordered the Parties to submit post-trial briefs no later than June 23, 2017. No judgment has been issued in the fraudulent conveyance litigation. Accordingly, the Debtors anticipate that the Southern District Court will need at least 30 days after it receives the post-trial briefs to issue a conclusive ruling due to the complexity of the fraudulent conveyance litigation and the amount of evidence at issue. The Debtors contend that if the Southern District Court enters judgment in favor of the Debtors, the Debtors will need at least 30 days to prepare Chapter 11 plans and disclosure statements, and if judgment favors SE Property Holdings, the need for such documents might be obviated. In addition, the Debtors aim to sell their real property to preserve their remaining assets, and eventually file Chapter 11 liquidation plans. Trammell Family Lake Martin Properties, LLC has filed on April 27, 2017, a motion to sell its real property free and clear of all liens, claims, and encumbrances, which has been objected to by SE Property Holdings chiefly on the ground that the sale should be held in abeyance until the Southern District Court enters judgment in the fraudulent conveyance litigation. In response to SE Property Holdings' motion, the Court continued the motion to sell real property to July 25, 2017. Trammell Family Orange Beach Properties, LLC is also listing its real property for sale. However, it has not yet received any offers. About Trammell Family Lake Martin Trammell Family Lake Martin, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 17-30260) on January 30, 2017. The petition was signed by Amy Brown, manager. The case is assigned to Judge William R. Sawyer. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. The Debtor is represented by Lee R. Benton, Esq. and Samuel C. Stephens, Esq. at Benton & Centeno, LLP. TRC COS: S&P Affirms 'B' Rating on Sr. Sec. Credit Facilities ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating on TRC Cos. Inc.'s senior secured credit facilities (revolver and term loan). S&P's '3' recovery rating on the facilities remains unchanged, indicating its expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. TRC plans to issue a $10 million add-on to its proposed $315 million first-lien term loan (totaling $325 million) and will use the proceeds from the add-on to place additional cash on its balance sheet. The upsizing does not affect S&P's ratings on the company's senior secured credit facilities and does not change its forecast that the company will maintain a debt-to-EBITDA metric of about 5x over the next 12 months and a free operating cash flow-to-debt ratio of more than 5%. S&P's ratings on TRC reflect the company's position as a niche engineering, consulting, and construction management firm that participates in multiple end markets across the U.S. S&P's ratings also incorporate the risks associated with its controlling ownership by a private-equity sponsor, reflecting the potential that its financial sponsor may increase its leverage over time. RECOVERY ANALYSIS Key analytical factors -- S&P affirmed its 'B' issue-level rating on the company's senior secured credit facilities (revolver and term loan). The '3' recovery rating remains unchanged. -- S&P's default scenario assumes macroeconomic weakness across TRC's key end markets that leads to prolonged deferrals or cancellations of numerous projects, which meaningfully impairs the company's earnings. -- S&P values the company on a going concern basis using a 5x multiple of S&P's projected emergence EBITDA. Simulated default assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: $41 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% admin. exp.): $194 million -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to secured debt: $194 million -- Secured first-lien debt claims: $382 million -- Recovery expectations: 50%-70% (rounded estimate: 50%) -- Collateral available to unsecured and subordinated claims: $0 million -- Unsecured and subordinated claims: $194 million -- Recovery expectations: Not applicable Note: All debt amounts include six months of prepetition interest. RATINGS LIST TRC Cos. Inc. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Rating Unchanged TRC Cos. Inc. Bolt Infrastructure Merger Sub Inc. Snr Secd Credit Facilities B Recovery Rating 3 (50%) TRINET HR: S&P Affirms 'B+' CCR & Revises Outlook to Positive ------------------------------------------------------------- S&P Global Ratings affirmed the 'B+' corporate credit rating on San Leandro, Calif.–based TriNet HR Corp. and revised the rating outlook to positive from stable. At the same time, S& assigned a 'B+' corporate credit rating and positive outlook to the parent company in the group, TriNet Group Inc., the guarantor of TriNet HR Corp.'s debt. Concurrently, S&P affirmed its 'BB' issue-level rating on the group's first-lien credit facility, consisting of a $75 million revolving credit facility, a $375 million term loan A, and a $135 million term loan A-2, all due in 2019. The recovery rating remains '1', indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) in the event of a payment default. "The positive outlook reflects the potential for a higher rating over the next 12 months if the company sustains debt-to-EBITDA to below 3x for several consecutive quarters and resolves the problems stemming from its internal control systems," said S&P Global Ratings analyst Suyun Qu. If internal controls are improved sufficiently, S&P could raise the rating if debt-to-EBITDA is sustained below 3x for several consecutive quarters. S&P believes TriNet is well positioned for maintaining the stronger credit metrics, based on S&P's expectation of increasing market share and, good cash flow. S&P would revise its outlook back to stable if the company embarks on debt-funded shareholder returns or acquisitions such that debt-to-EBITDA is sustained above 3x. S&P estimates this could occur if debt increases by $150 million at current EBITDA levels. S&P could also revise its outlook to stable if it faced unanticipated large benefit claims, or if a difficult macro environment led to a large number of small and medium-sized business closures, such that EBITDA declined by 30%. US DATAWORKS: Gets Final Court Approval of $150K Financing ---------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court granted final approval to US Dataworks' D.I.P. 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." 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 -- 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. At the time of filing, the Debtor disclosed $2.67 million in assets and $3.98 million in liabilities. The Debtor is represented by Wayne Kitchens, Esq., at Hughes Watters Askanase LLP. 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. US DATAWORKS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on May 24 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of US Dataworks, Inc. 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 Debtor is headquartered in Sugar Land, Texas. Its board of directors currently consists of two directors ¬- John Penrod and Joe Saporito. Mr. Penrod is also the Debtor's CEO and president who has been with the company since 2010. Mr. Saporito is the CAO for Rackspace Managed Hosting. The Debtor filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32765) on May 1, 2017. Mr. Penrod signed the petition. At the time of filing, the Debtor had $2.67 million in assets and $3.98 million in liabilities. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Wayne Kitchens, Esq. at Hughes Watters Askanase LLP. No trustee or examiner has been appointed in the case. US SHIPPING: S&P Lowers CCR to 'B-' on Weaker Performance --------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on New Jersey-based U.S. Shipping Corp. to 'B-' from 'B'. The rating outlook is negative. At the same time, S&P lowered the issue-level ratings on the company's $10 million revolver due in 2020 and first-lien term loan due in 2021 ($186 million outstanding as of March 31, 2017) to 'B' from 'B+.' The recovery rating on the facility remains '2', indicating S&P's expectation for substantial recovery (70%-90%; rounded estimate: 75%) in the event of a payment default. The downgrade reflects S&P's view that challenging market conditions have contributed to weaker operating performance than S&P expected. S&P now forecasts the company's adjusted debt-to-EBITDA ratio to increase above 5x in the next 12 months, given the company's increasing presence in a weak spot market, which S&P views as riskier than long-term time charter contracts. In addition, U.S. Shipping is hurt by a downward trend on rates, as excess capacity in the market that has hurt contract negotiations. Although S&P believes that the market may improve in the second half of 2017, given S&P's expectation for elevated debt, S&P revised its assessment of the company's financial risk profile to highly leveraged from aggressive. The negative outlook reflects at least a 1-in-3 possibility that S&P could lower its ratings on U.S. Shipping within the next 12 months if the company encounters challenges renewing key contracts and credit measures further deteriorate or liquidity weakens. S&P could also lower its ratings if it come to believe that U.S. Shipping is dependent upon favorable business, financial, and economic conditions to meet its financial commitments, or if S&P views the company's financial obligations as unsustainable long term, even though the company may not face a credit or payment crisis within the next 12 months. Despite S&P's expectation for elevated capital spending in 2018, it could revise the outlook to stable over the next 12 months if credit measures improve, with debt-leverage trending downward towards 5x. This could occur if, for example, the company renews contracts at favorable rates, or if end-market conditions improve and spot rates increase. VP LITTCO: Hires Timothy C. Wilson as Accountant ------------------------------------------------ VP Littco, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of Illinois to employ Timothy C. Wilson, CPA, as accountant to the Debtor. VP Littco requires Timothy C. Wilson to assist the Debtor in preparing the necessary returns required in the Chapter 11 Bankruptcy proceedings. Timothy C. Wilson will be paid at the hourly rate of $90. Timothy C. Wilson will also be paid at a flat rate as follows: -Payroll tax liability calculations $80 per month -Payroll Tax deposits online once -Sales tax liability calculation -Sales tax filing online -Preparation of quarterly payroll $100 per quarter tax returns -Filing of returns online -Payment of liabilities online -Preparation of Form 1120 $800 per annum -Corporate Income Tax Returns: Timothy C. Wilson will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy C. Wilson, 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. Timothy C. Wilson can be reached at: Timothy C. Wilson 108 W. Corrington Avenue Peoria, IL 61604 Tel: (309) 685-2857 About VP Littco, Inc. VP Littco Inc., d/b/a Glass Doctor of Peoria & Bloomington, operates a glass installation and repair business, for both commercial and residential customers, under a franchise agreement. VP Littco Inc. filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 17-80599) on April 24, 2017. Rafool, Bourne & Shelby, P.C., is serving as counsel to the Debtor. WEBSTER RESTAURANTS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on May 24 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Webster Restaurants, Ltd. About Webster Restaurants Webster Restaurants, Ltd., based in Houston, Texas, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32793) on May 1, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by David J. Felt, president of GP, Healthcare Logistics, Inc. The Hon. Jeff Bohm presides over the case. Margaret M. McClure, Esq., at the Law Office of Margaret M. McClure, serves as bankruptcy counsel. WESTECH CAPITAL: Files 2nd Amended Disclosure Statement ------------------------------------------------------- BankruptcyData.com reported that Westech Capital's Chapter 11 trustee, on May 22, 2017, filed with the U.S. Bankruptcy Court a Chapter 11 Plan (as Corrected) and a Second Amended Disclosure Statement. According to documents filed with the Court, "The Trustee has asserted claims against Salamone and other insiders for preferences and transfers arising from payments made to them and/or for their benefit after his employment contract expired. The Trustee is investigating and reserves all claims against Halder, and other insiders, for preferences and fraudulent transfers made at any time. The Trustee is investigating claims against Jim Palotta, Peter Monaco, Raptor Group, Al Gordon, and Dan Zwirn connected with the Braver Stern transaction, and all rights to seek recovery on such claims are expressly preserved to the Revested Debtor. The Trustee is investigating claims against Mike Dura for breach of duty in connection with the retention and termination of James Fellus and all rights to seek recovery on such claims are expressly preserved to the Revested Debtor." 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., fka 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. Westech estimated $1 million to $10 million in both assets and liabilities. Stephen A. Roberts, Esq., at Strasburger & Price, serves as counsel. WESTINGHOUSE ELECTRIC: Sale of Derry Property for $921K Approved ---------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorized the private sale by Westinghouse Electric Co., LLC ("WEC") and affiliates of 72.2 acres of undeveloped land located in Derry Township, Westmoreland County, Pennsylvania, to Sunoco Pipeline L.P. for $920,550. A hearing on the Motion was held on May 23, 2017. WEC owns 246.8395 acres of land situated in Derry Township, Westmoreland County Pennsylvania. The Debtor and the Buyer entered into Purchase and Sale Agreement dated Jan. 26, 2017, that provides for the sale of approximately 72.2 acres of undeveloped land on the Blairsville Property to Sunoco for $920,550. The Property is not a core asset of the Debtors' estates, and is not material to the Debtors' ongoing operations or revenue-generating capacity. All liens on the Debtors' assets that are subject to the Transactions will attach to the proceeds thereof with the same priority existing prior to the consummation of the Transaction. Notwithstanding Bankruptcy Rule 6004(h), the Order will be immediately effective and enforceable upon its entry. Nothing contained in the Motion or the Order, nor any payment made pursuant to the Order, will be dispositive with respect to any future allocation of responsibility between and among Debtors and non-debtors for such payment, and all rights with respect thereto are expressly reserved by the statutory committee of unsecured claimholders appointed in the Debtors' cases. About Westinghouse Electric Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S. based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, chief transition and development officer. The Debtors listed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The Hon. Michael E. Wiles presides over the cases. Gary T. Holtzer, Esq., Robert J. Lemons, Esq., Garrett A. Fail, Esq., and David N. Griffiths, Esq., at Weil, Gotshal & Manges LLP, serve as counsel to the Debtors. AlixPartners LLP serves as the Debtors' financial advisor. The Debtors' investment banker is PJT Partners Inc. Their claims and noticing agent is Kurtzman Carson Consultants LLC. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. The statutory unsecured claimholders committee formed in the case tapped Proskauer Rose LLP as counsel, with the engagement led by partner Martin J. Bienenstock, the chair of the firm's Business Solutions, Governance, Restructuring & Bankruptcy Group; partner Timothy Q. Karcher; and senior associate Vincent Indelicato. WILLOW BEND: Hires Fletcher & Associates as Accountant ------------------------------------------------------ Willow Bend Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Fletcher & Associates, LLC, as accountant to the Debtor. Willow Bend requires Fletcher & Associates to prepare the Debtor's periodic statements of operation as debtor-in-possession as required by the rules of the Bankruptcy Court. Fletcher & Associates will be paid at these hourly rates: Accountant $70-$130 Bookkeeper $55 Fletcher & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Wayne A. Fletcher, CPA, 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. Fletcher & Associates can be reached at: Wayne A. Fletcher 198-A Commercial Square Slidell, Louisiana 70461 Telephone: (985) 649-2477 Facsimile: (985) 649-8126 Email: wayne@fletchertax.com About Willow Bend Ventures, LLC Based in Carriere, Mississippi, Willow Bend Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11178) on May 9, 2017. The petition was signed by Hensley R. Lee, manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Elizabeth W. Magner. WINEBOW GROUP: S&P Lowers CCR to 'B-' on Higher Leverage -------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Glen Allen, Va.-based Winebow Holdings Inc. to 'B-' from 'B'. The outlook is negative. Winebow had reported debt totaling $453.5 million as of March 31, 2017. S&P also lowered its issue-level rating on the company's $230 million first-lien term loan due 2021 to 'B-' from 'B'. The '3' recovery rating reflects S&P's expectation of meaningful (50% - 70%; rounded estimate: 55%) recovery in the event of payment default. S&P also lowered the issue-level rating on the $130 million second-lien term loan due 2021 to 'CCC' from 'CCC+'. The '6' recovery rating reflects S&P's expectation of a negligible (0% - 10%; rounded estimate: 0%) recovery in the event of payment default. "The downgrade and negative outlook reflect our opinion that leverage will remain higher than originally anticipated over the next several quarters of fiscal 2018," said S&P Global Ratings credit analyst Francis Cusimano. S&P expects this to continue until the company restores positive free cash flow as it works through elevated inventory levels and implementation of cost reduction efforts while better leveraging its growing wholesaling relationships following a string of acquisitions. Any disruptions in these near-term operating initiatives could prevent the company from generating the earnings growth necessary to produce positive free operating cash flow in 2018 and reduce leverage in line with our forecast. The company's inventory levels remain elevated following the string of acquisitions, brand additions and a weaker-than-expected holiday season, which will prevent the company from meaningfully reducing working capital and generating meaningful positive free operating cash flow to repay working capital borrowings until after the fourth calendar quarter' holiday season in 2017. At the same time, revolver availability may become moderately constrained and pressure its currently adequate liquidity levels as the company builds seasonal inventories in the coming quarters while still selling off last year's inventories (S&P estimates a possibility of less than $20 million of borrowing base availability if inventories are not sold as planned). The negative outlook reflects S&P's expectation for credit metrics in fiscal 2017 to remain weaker than its initial expectations and not rebound until 2018 when free cash flow is projected to turn positive once the company sells through excess inventory, reduces headcount and successfully executes on their new brand additions, permitting modest debt reduction. Based on S&P's revised projections it expects the company's debt to EBITDA to be around 10x in 2017 compared to S&P's original expectations of around 8x. WK MANAGEMENT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on May 24 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of WK Management Services, Inc. WK Management is represented by: John Vincent Burger, Esq. Burger Law Firm 4151 Southwest Frwy, Suite 770 Houston, TX 77027 Tel: 713-960-9696 Fax: 713-961-4403 Email: bankruptcy@burgerlawfirm.com About WK Management Services WK Management Services, Inc. owns approximately 3,460 acres of unimproved land located in the Bolivar Peninsula of Galveston, Galveston County, Texas. It is a real estate holding company which intends to subdivide its interest in the unimproved real estate in Galveston County, Texas, to satisfy allowed claims against it. The Debtor believes that the property is worth between $40 million and $84 million, with liens asserted against it by TCA Global Credit Master Fund, LP, a Grand Cayman corporation, which asserts a debt against the Debtor in the amount of $16.5 million arising out of two extensions of credit in the original principal amount of $7.3 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-80138) on May 1, 2017. Bryan Scott Jarnagin, president, signed the petition. 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. Judge Marvin Isgur presides over the case. WONDERWORK INC: Exclusive Plan Filing Period Extended to Aug. 26 ---------------------------------------------------------------- Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York extended WonderWork, Inc.'s exclusive period to file a chapter 11 plan and to solicit acceptances of a chapter 11 plan, through and including August 26, 2017 and October 25, 2017, respectively. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend its exclusivity periods, saying it has moved for authorization to assume its main office lease. The Debtor also moved for authorization to retain BDO to audit its books and records for Fiscal Year 2016. Following the completion of the audit and the examiner's report, the Debtor will be in a better position to formulate a plan because, among other reasons, (i) a third-party will have confirmed the amount of the restricted and unrestricted figures held by the Debtor, (ii) the Debtor will be able to incorporate any appropriate recommendations contained in the examiner's report into its plan of reorganization, and (iii) the Debtor will have a better understanding of any prepetition claims that may exist. In addition, since the Court granted the Debtor's motion to lift the stay to pursue its appeal from Help Me See, Inc.'s arbitration award on Feb. 17, 2017, the Debtor will be in a position to perfect its appeal in a timely manner. The Debtor intends to perfect its appeal before the deadline for the September term. Other than HMS, the Debtor maintained virtually unanimous support from its creditors -- a fact that wholly undercuts HMS's baseless claims of rampant fraud and mismanagement. The additional time will allow the Debtor to have more discussions with its creditors prior to drafting a plan of reorganization. The Debtor also note that the participation of Assistant Attorney General Carl Distefano in this matter may also assist in the Debtor's negotiation with its creditors, especially HMS. The Attorney General's expertise and background in issues related to restricted gifts, as well as the office's frequent role as a facilitator of settlements between charities, increases the likelihood that the parties may find a mutually satisfactory resolution of the issues that separate them. The Debtor had approximately $7.5 million in unrestricted funds. Moreover, it had received, and continues to receive, substantial support from its creditor base (other than HMS). Thus, the Debtor had a reasonable prospect of filing a confirmable plan of reorganization. In the alternative, if the Exclusive Periods were not extended, HMS will certainly seek to confirm a plan of liquidation to the detriment of all creditors. About Wonderwork, Inc. Wonderwork, Inc., is a charity that has provided grants to fund over 220,000 surgeries in just six years. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13607) on Dec. 29, 2016, and is represented by Aaron R. Cahn, Esq., in New York, New York. The petition was signed by Brian Mullaney, chief executive officer. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimated debts. ZACHRY HOLDINGS: Moody's Revises Outlook Stable & Affirms B1 CFR ---------------------------------------------------------------- Moody's Investors Service changed Zachry Holdings, Inc.'s outlook to stable from positive. At the same time, Moody's affirmed the B1 corporate family rating, B1-PD probability of default rating and the B2 rating on Zachry's senior unsecured notes. The change in outlook reflects the recent deterioration in Zachry's operating results and backlog of orders and the expectation the backlog trend will remain weak in the near term. The following ratings were affected in this rating action: Outlook Actions: -- Changed To Stable From Positive Affirmations: -- Probability of Default Rating, Affirmed B1-PD -- Corporate Family Rating, Affirmed B1 -- $250 Million Senior Unsecured Notes due 2020, Affirmed B2 (LGD5) RATINGS RATIONALE The B1 corporate family rating reflects Zachry's relatively small size, low margins and lack of geographic and end-market diversification versus other rated engineering and construction companies. The company is primarily focused on the cyclical domestic energy sector and has little exposure to other end-markets and geographic regions. The rating also reflects its declining order backlog and reliance on a few key projects for a material percentage of its near term revenues. Zachry's ratings are supported by the company's relatively conservative financial policies, modest leverage and ample interest coverage. Zachry's adequate liquidity profile also supports its rating along with a lack of near-term debt maturities. Zachry's operating results strengthened significantly over the past two years supported by work on a few sizeable projects including the construction of three LNG liquefaction trains for Freeport LNG, two polyethylene units for Chevron Phillips Chemical Company LLC (A2 stable) and two gas turbine power generating units for Exelon Corporation (Baa2 stable). These projects enabled the company to produce adjusted EBITDA of $226 million in 2015 and $265 million in 2016 versus an EBITDA range of $134 million to $142 million in the prior three years. The substantially improved operating performance led to much stronger credit metrics. Zachry's leverage ratio (Debt/EBITDA) declined to 2.0x in December 2016 from 3.1x in December 2014 while its interest coverage ratio (EBITA/Interest Expense) rose to 4.3x from 2.5x. These metrics are strong for the company's rating, but are expected to weaken along with its operating results in 2017. Zachry has not been able to secure additional work to compensate for the winding down of work on a few sizeable projects. The company's backlog of orders has steadily declined to $3.9 billion as of March 2017 versus a peak of $6.5 billion in December 2014. The lower backlog along with limited short term opportunities to book additional work will result in a weaker operating performance. Moody's expects the company to produce full year 2017 revenues in the range of $3.0 billion to $3.2 billion and adjusted EBITDA of $220 million to $240 million versus $3.6 billion in revenues and $266 million of adjusted EBITDA in 2016. This should lead to a moderate deterioration in Zachry's credit metrics, with its adjusted leverage ratio rising to about 2.5x and its interest coverage declining to around 3.0x. These metrics could deteriorate further in 2018 if the company is not able to quickly reverse the weakening trend in its backlog of orders. Zachry has a good liquidity profile and no debt maturities until 2020. The company had $427 million of cash and $250 of borrowing availability on its $650 million senior secured revolving credit facility as of March 2017. Zachry had $294 million of letters of credit outstanding and no borrowings on the revolver, which is typically used for financial and performance letters of credit. Zachry's cash balance declined by $156 million in the first quarter due to the acquisition of Ambitech Engineering in February 2017 and negative operating cash flows in the first quarter. However, Moody's expects free cash flow to be positive for the remainder of 2017 and for the company to maintain an elevated cash balance. The stable outlook reflects the expectation that Zachry's operating performance and credit metrics will deteriorate moderately over the next 12 to 18 months as the company works through its backlog of orders, but that its credit metrics will remain strong for its rating. An upgrade of Zachry's ratings could occur if the company maintains a leverage ratio (Debt/EBITDA) below 4.0x and an interest coverage ratio (EBITA/Interest Expense) above 2.5x while experiencing an improved trend of new orders, a stronger backlog, revenues of at least $3 billion and EBITA of at least $125 million. Negative rating pressure is unlikely in the near term, but could develop if deteriorating operating results, debt financed acquisitions or shareholder dividends result in funds from operations (CF from operations before working capital changes) declining below 20% of outstanding debt or cash & marketable securities dropping below 40% of outstanding debt. A significant reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in these ratings was Construction Industry published in March 2017. Headquartered in San Antonio, Texas, Zachry Holdings is a domestically focused provider of engineering, procurement, construction, turnaround and maintenance services. The company's EPC business provides engineering, procurement and construction services to the domestic midstream and downstream energy and power sectors on both a cost reimbursable and lump sum basis. The Turnarounds and Maintenance business performs maintenance, overhaul and repair services for the refinery, chemical and petrochemical sectors. The company generated $3.5 billion in revenues for the trailing 12-month period ended March 31, 2017. [*] 24th Annual Distressed Investing Conference - Nov. 27, 2017 --------------------------------------------------------------- Beard Group, Inc., will be hosting the 24th Annual Distressed Investing Conference on Mon., Nov. 27, 2017 -- the Monday following Thanksgiving Day -- at The Harmonie Club in Midtown Manhattan. Sponsorship and speaking opportunities are available. Contact Joseph S. Cardillo at joseph@beardgroup.com or (856) 381-8268 by e-mail or Peter A. Chapman at peter@beardgroup.com by e-mail or (215) 945-7000 by telephone for more information. This conference is the oldest and most established event in the distressed debt community, attracting more than 200 of the top corporate restructuring professionals. Information about last year's conference is available at http://bankrupt.com/DI2016/and Beard Group was honored to have these firms participate in last year's conference: * A.L. Sarroff Management, LLC * Berkeley Research Group LLC * Birch Lake Holdings L.P. * Bracewell * Broadbill Investment Partners LP * Brown Rudnick * Bryan Cave LLP * Bryan, Mansell & Tilley LLP * Cleary Gottlieb Steen & Hamilton * Columbia Business School * Conway MacKenzie, Inc. * Debevoise & Plimpton * Debtwire * Development Specialists, Inc. * Dhalion Advisors LP * Elliott Management Corp. * Fairfield University * Foley & Lardner LLP * Freshfields Bruckhaus Deringer LLP * Goldman, Sachs & Co. * Graham Fisher & Co. * Grant & Eisenhofer * Greenberg Traurig, LLP * Innovation Brain * Jones Day * JP Morgan * Kase Capital Management * Kasowitz, Benson, Torres & Friedman LLP * Kirkland & Ellis * Miller Buckfire & Co., LLC * Morrison & Foerster * Mortgage Bankers Association * Murdock Capital Partners * NYU Stern School of Business * O'Melveny & Myers * Owl Creek Asset Management, L.P. * Paulson & Co. Inc. * Perini Capital * Perry Capital * Pershing Square Capital Management LP * PJT Partners Inc. * Quest Turnaround Advisors * Reorg Research, Inc. * Reuters * Richards, Layton & Finger * Ruppert Fux Landmann GmbH * S&P Global Market Intelligence * Stroock & Stroock & Lavan * Sullivan & Cromwell * The Delaware Bay Company LLC * The New York Times * Triage Capital Management * U.S. Bankruptcy Court (S.D.N.Y.) * UBS Financial Services Inc. * Virtus Capital, LP * Walkers Global * Weil Gotshal & Manges * White & Case LLP [*] House Passes Bill for Addition of 4 Bankruptcy Judgeships ------------------------------------------------------------- Michael Macagnone of Bankruptcy Law360 reports that the U.S. House of Representatives has passed a bill, the Bankruptcy Judgeship Act of 2017, which specifically adds four bankruptcy judgeships and convert 14 temporary ones in Delaware, Florida, Virginia, Maryland, Michigan, Nevada, North Carolina and Puerto Rico to permanent positions. The bill, Law360 cites, also increases filing fees for the largest of the Chapter 11 filers in the system -- with filers with more than $1 million in disbursements each quarter to have an increase of 1 percent or $250,000, whichever is less, to the quarterly fee paid to the U.S. Trustee System Fund. [^] BOND PRICING: For the Week from May 22 to 26, 2017 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CASL 5.250 16.117 12/30/2019 A. M. Castle & Co CASL 7.000 58.000 12/15/2017 Alpha Appalachia Holdings Inc ANR 3.250 0.750 8/1/2015 American Eagle Energy Corp AMZG 11.000 0.933 9/1/2019 Armstrong Energy Inc ARMS 11.750 50.500 12/15/2019 Armstrong Energy Inc ARMS 11.750 50.500 12/15/2019 Avaya Inc AVYA 10.500 13.750 3/1/2021 Avaya Inc AVYA 10.500 16.000 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bank of America Corp BAC 2.145 100.000 6/2/2017 Bon-Ton Department Stores Inc/The BONT 8.000 37.625 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 34.750 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 33.875 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 33.875 10/15/2020 CEDC Finance Corp International Inc CEDC 10.000 23.375 4/30/2018 Caesars Entertainment Operating Co Inc CZR 5.750 79.875 10/1/2017 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 41.375 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.750 41.375 5/30/2020 Cinedigm Corp CIDM 5.500 28.625 4/15/2035 Claire's Stores Inc CLE 9.000 48.750 3/15/2019 Claire's Stores Inc CLE 8.875 11.000 3/15/2019 Claire's Stores Inc CLE 6.125 42.750 3/15/2020 Claire's Stores Inc CLE 7.750 12.000 6/1/2020 Claire's Stores Inc CLE 9.000 46.250 3/15/2019 Claire's Stores Inc CLE 9.000 48.625 3/15/2019 Claire's Stores Inc CLE 6.125 40.750 3/15/2020 Claire's Stores Inc CLE 7.750 12.000 6/1/2020 Cobalt International Energy Inc CIE 2.625 35.750 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 27.881 5/1/2019 Emergent Capital Inc EMGC 8.500 44.186 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 6.500 13.500 11/15/2024 Energy Future Holdings Corp TXU 6.550 10.125 11/15/2034 Energy Future Holdings Corp TXU 5.550 6.500 11/15/2014 Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 34.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 30.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 34.250 10/15/2019 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Global Brokerage Inc GLBR 2.250 42.000 6/15/2018 Goodman Networks Inc GOODNT 12.125 38.000 7/1/2018 Gymboree Corp/The GYMB 9.125 5.000 12/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Illinois Power Generating Co DYN 7.000 33.000 4/15/2018 Illinois Power Generating Co DYN 6.300 36.250 4/1/2020 IronGate Energy Services LLC IRONGT 11.000 37.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.625 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.625 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.625 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 37.250 6/1/2020 James River Coal Co JRCC 7.875 1.383 4/1/2019 Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Lumbermens Mutual Casualty Co KEMPER 9.150 0.919 7/1/2026 Lumbermens Mutual Casualty Co KEMPER 8.450 0.637 12/1/2097 Lumbermens Mutual Casualty Co KEMPER 8.300 0.320 12/1/2037 MF Global Holdings Ltd MF 3.375 27.500 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.473 10/1/2020 Mirant Mid-Atlantic Series B Pass Through Trust GENONE 9.125 97.250 6/30/2017 NRG REMA LLC GENONE 9.237 82.652 7/2/2017 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.795 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.795 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.795 5/15/2019 Nine West Holdings Inc JNY 6.875 22.488 3/15/2019 Nine West Holdings Inc JNY 8.250 25.000 3/15/2019 Nine West Holdings Inc JNY 8.250 25.000 3/15/2019 Nuverra Environmental Solutions Inc NESC 12.500 24.375 4/15/2021 OMX Timber Finance Investments II LLC OMX 5.540 9.250 1/29/2020 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 31.000 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 27.762 4/1/2021 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Rex Energy Corp REXX 8.875 48.400 12/1/2020 River Rock Entertainment Authority RIVER 9.000 20.500 11/1/2018 Rolta LLC RLTAIN 10.750 21.784 5/16/2018 Samson Investment Co SAIVST 9.750 7.750 2/15/2020 SandRidge Energy Inc SD 7.500 2.032 2/15/2023 SunEdison Inc SUNE 5.000 10.500 7/2/2018 SunEdison Inc SUNE 2.750 0.938 1/1/2021 SunEdison Inc SUNE 2.375 0.938 4/15/2022 SunEdison Inc SUNE 0.250 1.250 1/15/2020 SunEdison Inc SUNE 2.000 1.125 10/1/2018 SunEdison Inc SUNE 3.375 1.125 6/1/2025 SunEdison Inc SUNE 2.625 1.125 6/1/2023 TMST Inc THMR 8.000 18.500 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 66.125 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 66.125 2/15/2018 TerraVia Holdings Inc TVIA 5.000 42.000 10/1/2019 TerraVia Holdings Inc TVIA 6.000 67.750 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Trans-Lux Corp TNLX 8.250 20.125 3/1/2012 UCI International LLC UCII 8.625 6.875 2/15/2019 United States Treasury Inflation Indexed Bonds - WI Reopening XITII 0.375 0.410 1/15/2027 Vanguard Operating LLC VNR 8.375 50.000 6/1/2019 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Investment Management Corp WAC 4.500 36.000 11/1/2019 iHeartCommunications Inc IHRT 10.000 60.533 1/15/2018 iHeartCommunications Inc IHRT 6.875 58.625 6/15/2018 rue21 inc RUE 9.000 3.500 10/15/2021 rue21 inc RUE 9.000 4.400 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***