/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170615.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 15, 2017, Vol. 21, No. 165 Headlines ABB/CON-CISE OPTICAL: Moody's Affirms B3 CFR, Alters Outlook to Neg ALLIANCE HEALTHCARE: Moody's Affirms B1 Corporate Family Rating AMPLIPHI BIOSCIENCES: Developing Therapies for MDR Infections ANDERSON SHUMAKER: Can Access Associated Bank Cash Through June 23 APOLLO COMPANIES: Wants to Use Kabbage, et al.'s Cash Collateral ASCENT RESOURCES: Moody's Affirms Ca-PD Probability Default Rating BAY HARBOUR: Has Until Aug. 23 to File Plan & Disclosures BEAR FIGUEROA: Court Denies Cash Collateral Use BIND THERAPEUTICS: B.E. Fights Dismissal of Suit Against Regulators BLACKRIDGE TECHNOLOGY: Joined 7th Annual LD Micro Conference CAMBER ENERGY: Azar Appointed to Succeed Schnur as Interim CEO CANNABIS SATIVA: Recurring Losses Raise Going Concern Doubt CBAC GAMING: Moody's Affirms B3 CFR & Rates Secured Loans B3 CHANNEL TECHNOLOGIES: Wants Plan Exclusivity Extended to Aug. 18 CLEMENT CATTLE: Court Approves Settlement with Blackwoods COMPOUNDING DOCS: Has Continued Cash Access Until Aug. 11 CORINTHIAN COLLEGES: Ends Suit With Shareholders, To Pay $2.25MM CREEKSIDE VILLAGE: Taps Jones & Walden as Legal Counsel DEXTERRA SURGICAL: PRIMECAP Mgt. Holds 4.3% Stake as of May 31 DIAMOND BRITE: Voluntary Chapter 11 Case Summary DURON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ELECTRONIC SERVICE: Wants Cash Access for 90 Days ELECTRONIC SERVICE: Wants to Use Cash to Pay Prepetition Wages ENVISAGE DEVELOPMENT: Taps LD Law Offices as Legal Counsel FAMILY CHILD CARE: Court Sets June 22 Plan Filing Deadline FIRST NBC BANK: Committee Taps Sternklar as Legal Counsel FIRSTRAIN INC: Unsecureds to Recover 100% Under Plan FRANCISCO JAYME: Monges' Claims Barred by Preclusion Principles GARBER BROS.: Ch. 11 Conversion Okayed, Has Access to Cash GENON ENERGY: Plan to Delever Balance Sheet by $1.75 Billion GENON ENERGY: To Emerge as Stand-Alone Entity Owned by Noteholders GOLDEN MARINA: Wants Aug. 22 Exclusive Solicitation Deadline GRUDEN ACQUISITION: Moody's Rates New $470MM 1st Lien Loan B2 HAMMONDS TRANSPORTATION: Cash Use Has Interim Approval HARBORVIEW TOWERS: Court Denies Confirmation of 2nd Amended Plan HAREMU HOLDINGS: Wants to Use BB&T and U.S. Small Business' Cash HILTZ WASTE: May Use Cash Collateral Until July 18 IDERA INC: Moody's Affirms B3 CFR & Rates 1st Lien Loans B2 INSTITUTE OF CARDIOVASCULAR: Has Until Aug. 14 to File Ch. 11 Plan KEMET CORP: Projects Net Sales to Grow at 2.2% CAGR from 2017-2022 LABELLE TRADING: Case Summary & 2 Unsecured Creditors MAJORCA ISLES: Unsecureds to Get Full Payment in Cash Plus Interest MAMAMANCINI'S HOLDINGS: CEO Wolf Hikes Equity Stake to 20.7% MAMAMANCINI'S HOLDINGS: President Holds 19.5% Equity Stake MARSH SUPERMARKETS: Has $24M Deals for Sale of 26 Core Stores MASSIMO'S CAFE: Voluntary Chapter 11 Case Summary MILFORD CRAFT: Taps Fleischer Law as Legal Counsel MOORINGS REGENCY: Taps Johnson Pope as Legal Counsel MOTORWORLD INC: Trial Court Must Reconsider $1.4M Judgment NORTHERN POWER: Berylson Master Reports 7.13% Stake as of June 5 NOVABAY PHARMACEUTICALS: Inks New Employment Agreement With CEO NOVABAY PHARMACEUTICALS: Stockholders Elected Three Directors ORIGINAL SOUPMAN: Files Chapter 11 Bankruptcy Protection ORIGINAL SOUPMAN: Voluntary Chapter 11 Case Summary P3 FOODS: Has Access to PNC's Cash Collateral Until July 11 PETROLEUM SPECIALTY: Case Summary & 4 Unsecured Creditors RADIOLOGY SUPPORT: Backlogs Reduced; Further Cash Access Sought S&S SCREW: Allowed Further Use of Cash Collateral Through July 6 SECURE POINT: Liquidity Constraints Raise Going Concern Doubt SEGHO TRANS: Approved to Use Bank's Cash Collateral Until Aug. 22 STONE PROJECTS: May Use Cash Collateral Until Oct. 4 SUCCESS INC: Equity Holder to Invest at Least $300,000 SUMMIT INVESTMENT: Exclusive Plan Filing Period Moved to Sept. 28 SUNSET PARTNERS: May Use Cash Collateral Until July 25 T&L MOBILE: Taps David Schroeder as Legal Counsel TABERNA PREFERRED: Noteholders Look Into Conduct of TP Management TABERNA PREFERRED: Noteholders Ready to File Viable Plan TABERNA PREFERRED: Noteholders Seek to Force Bankruptcy TALLAHASSEE INDOOR: Ray MacInnes Tries to Block Disclosures OK TERRACE MANOR: Discloses Appointment of Receiver in Latest Plan TIDEWATER INC: BlackRock Reports 4.9% Stake as of May 31 TRANSGENOMIC INC: Obtains Approval of Merger with Precipio TWIN MILLS: Taps Bankruptcy Advocates as Legal Counsel VANGUARD NATURAL: Amended RSA Requires Plan Approval by July 18 VIDEO DISPLAY: Carr Riggs & Ingram Casts Going Concern Doubt WELCH MANAGEMENT: Court Denies Okay of Plan Outline WHAA LLC: Taps Margarit Kazaryan as Legal Counsel WORLD IMPORTS: Asks Court to Approve Disclosure Statement [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* ABB/CON-CISE OPTICAL: Moody's Affirms B3 CFR, Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service changed ABB/CON-CISE Optical Group LLC's (borrowing entity for ABB Optical Group) rating outlook to negative from stable. At the same time, Moody's affirmed ABB Optical Group's B3 CFR and B3-PD PDR and its Caa2 Second Lien Term Loan rating. Moody's also downgraded the company's First Lien Term Loan B and Revolver to B2 from B1. The downgrades of the first lien ratings reflect the correction of a prior error. In the June 1, 2016 rating action, the Loss Given Default model included the wrong family recovery rate. The error has now been corrected, and rating actions reflect this change. The negative outlook reflects Moody's view that a key supplier's decision to raise prices to distributors will affect ABB Optical Group's profitability, which will impede deleveraging over the coming year. Ratings affirmed: ABB/CON-CISE Optical Group LLC Corporate Family Rating at B3 Probably of Default Rating at B3-PD Senior Secured Second Lien Term Loan at Caa2 (LGD5) Ratings downgraded: ABB/CON-CISE Optical Group LLC Senior Secured First Lien Term Loan B to B2 (LGD3) from B1 (LGD2) Senior Secured First Lien Revolver to B2 (LGD3) from B1 (LGD2) Rating outlook is negative RATING RATIONALE The B3 CFR reflects ABB Optical Group's very high financial leverage, a financial policy that favors shareholders, limited but still positive free cash flow, and significant intra-quarter working capital needs. Risks associated with its narrow business line, limited supplier diversity, and the competitive nature of the contact lens distribution sector are also reflected in the rating. The ratings are supported by a leading market position among US distributors of soft contact lenses and good diversity across customers and geographies. Moody's expects ABB Optical Group will benefit from long term fundamentals of the optical industry, as well as increased technological innovation within the contact lens market. However, the company faces near term margin pressure from a key supplier's decision to raise prices. If this supplier is successful at selling more products directly, it could erode the distributor business model. The ratings could be downgraded if ABB Optical Group is not able to offset profitability and margin pressure related to higher supplier pricing, if debt/EBITDA does not approach 6x, or if liquidity weakens. The ratings could be upgraded if ABB Optical Group maintains its leading market position, expands margins and free cash flow improves. If debt/EBITDA is reduced to and sustained below 5x, Moody's could upgrade the ratings. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Headquartered in Coral Springs, Florida, ABB Optical Group is the largest distributor of soft contact lenses in the United States. ABB Optical Group also designs and manufactures customized contact lenses. The company is privately owned by financial sponsor, New Mountain Capital and generates roughly $1.3 billion in annual revenues. ALLIANCE HEALTHCARE: Moody's Affirms B1 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed Alliance Healthcare Services Inc.'s Corporate Family Rating at B1 and its Probability of Default Rating at B2-PD. Moody's also affirmed the B1 ratings assigned to the company's existing first lien credit facilities. The company's Speculative Grade Liquidity rating was lowered to SGL-3 from SGL-2. The rating outlook remains stable. The affirmation of the B1 Corporate Family Rating follows from the execution of a definitive merger agreement with Tahoe that will see Tahoe acquire the outstanding minority interests in Alliance. Moody's does not anticipate that the company will see any meaningful change in total debt as a result of this transaction. The downgrade of the company's Speculative Grade Liquidity rating reflects the impact on the company's external funding sources now that the company's $50 million revolving credit facility is a current liability. Moody's still expects the company to maintain positive free cash flow which ameliorates the current maturity of its revolving credit facility. The following ratings were affirmed: Corporate Family Rating at B1 Senior secured revolver at B1(LGD3) Senior secured term loan B at B1(LGD3) Probability of Default Rating at B2-PD The following rating was downgraded: Speculative Grade Liquidity rating to SGL-3 from SGL-2 Rating Outlook: Stable RATINGS RATIONALE Alliance's B1 Corporate Family Rating reflects the company's small size, challenging operating environment, and moderately high financial leverage. Moody's expects that Alliance will continue to be negatively impacted by a weak pricing environment. However, actions taken to improve productivity as well as recent acquisitions will offset these pressures will result in modest earnings growth over the near to intermediate term. The rating is supported by Alliance's unique business model of partnering with hospitals, which temporarily shields the company from the direct effect of changes in third party reimbursement. This model also allows Alliance to expand, based on demand for services rather than bearing the risk of opening brand new centers in advance of future volume growth. Debt/EBITDA, adjusted for Moody's standard adjustments is 4.7x and Moody's expects leverage to approach the mid four times range in the next year due to modest earnings growth and that free cash flow will be used to repay debt. Moody's also does not expects any meaningful change in the company's financial policies following Tahoe's acquisition of all outstanding shares of Alliance. The stable outlook reflects Moody's expectations that the company ongoing initiatives, as well as earnings from strategic acquisitions, will be able to mitigate any future negative pricing pressure. The outlook also reflects Moody's expectations free cash flow will fund growth investments and acquisitions of size and scope similar to recent history and, in the absence of any suitable targets, to reduce debt. In view of the company's moderate size there is limited upward rating pressure. Ratings could be upgraded if the company continues to profitably grow scale and profits over time while sustaining debt/EBITDA below 4 times. Ratings could be downgraded if the company's financial policies were to become more aggressive or if pricing pressures intensified and offset the company's ongoing initiatives. Quantitatively ratings could be downgraded if debt/EBITDA was sustained above 4.75 times. Alliance HealthCare Services, Inc. headquartered in Irvine, CA, is a national provider of outsourced healthcare services to hospitals and providers. Alliance also operates freestanding outpatient radiology, oncology and interventional services clinics, and ambulatory surgical centers that are not owned by hospitals or providers. As of March 31, 2017, Alliance operated 617 diagnostic radiology, radiation therapy, and interventional radiology systems, including 103 fixed-site radiology centers across the country, and 35 radiation therapy centers and SRS facilities with LTM revenues in excess of $500 million. The company is currently majority owned by Tahoe Investment Group Co., Ltd. ("Tahoe"). Tahoe and Alliance have entered into an agreement whereby Tahoe will acquire the remaining shares in Alliance, subject to customary conditions including a shareholder vote. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AMPLIPHI BIOSCIENCES: Developing Therapies for MDR Infections ------------------------------------------------------------- AmpliPhi Biosciences Corporation furnished to the Securities and Exchange Commission a copy of a presentation that the Company used at the 7th Annual LD Micro Invitational Conference on June 6, 2017. The Presentation is entitled "Developing Bacteriophage Therapies for Patients with Antibiotic-Resistant Infections". AmpliPhi said it is developing therapies to treat multidrug-resistant (MDR) infections, which is a major global health treat. According to the Company, resistant bacterial infections are responsible for over 20,000 deaths per year in the U.S. alone, citing sources from Pharmacy & Therapeutics 2015 and CDC 2014. The Company also disclosed the following updates: * In May 2017, it completed an underwritten offering of common stock and warrants for approximately $9.1 million of net proceeds * After considering the recent fundraise, the Company expects existing cash resources to be sufficient to fund operations through mid-2018 * The Company filed for $1.8 million in tax rebates from the Australian Government; expects receipt in mid-2017 subject to Australian tax authorities review * 8.7M common shares outstanding and 17.3M fully diluted as of June 1, 2017 * Historically, partnerships have helped support development The Presentation is available for free at: https://is.gd/ZinxmF About AmpliPhi AmpliPhi Biosciences Corp. is a biotechnology company focused on the discovery, development and commercialization of novel phage therapeutics. Its principal offices occupy 1,000 square feet of leased office space pursuant to a month-to-month sublease, located at 3579 Valley Centre Drive, Suite 100, San Diego, California. It also leases 700 square feet of lab space in Richmond, Virginia, 5,000 square feet of lab space in Brookvale, Australia, and 6,000 square feet of lab and office space in Ljubljana, Slovenia. Ampliphi reported a net loss attributable to common stockholders of $24.27 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $10.79 million for the year ended Dec. 31, 2015. As of March 31, 2017, Ampliphi Biosciences had $14.30 million in total assets, $7.65 million in total liabilities and $6.64 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ANDERSON SHUMAKER: Can Access Associated Bank Cash Through June 23 ------------------------------------------------------------------ Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois entered a fourth interim order authorizing Anderson Shumaker Company to use the cash collateral of Associated Bank, N.A., on an interim basis through June 23, 2017. The Debtor is authorized to use cash collateral solely in accordance with the third interim order and the approved budget. The approved budget reflects total expenses of $276,865 during the week ending June 2, 2017, $259,467 during the week ending June 9, 2017, $239,223 during the week ending June 16, 2017, $255,232 during the week ending June 23, 2017, and $274,723 during the week ending June 30, 2017. The Debtor is directed to maintain authorized cash collateral only in accounts with Associated Bank. However, the Debtor is authorized to maintain no more than $10,000 in its account with Forest Park National Bank & Trust Co., and directed to transfer immediately any funds above such amount to the Debtor's operating account maintained with Associated Bank. The Debtor acknowledged its indebtedness and liability to Associated Bank in the aggregate principal amount of at least $11,086,103, as of the Petition Date, and as security for the payment of the Debtor's obligations, Associated Bank has been granted security interests in and liens upon the mortgaged premises, and all or substantially all of the Debtor's tangible and intangible personal property and assets. As such, Associated Bank holds a valid, duly perfected, first-priority liens upon and security interest in and to all of the cash of the Debtor derived from the Prepetition Liens to the extent of its prepetition liens. Associated Bank is granted a replacement lien in the prepetition collateral and in the postpetition property of the Debtor, of the same nature and to the same extent and in the same priority it had in the prepetition collateral and to the extent such liens and security interests extend to the property. Associated Bank is also granted an additional continuing valid, binding, enforceable, non-avoidable, and automatically perfected postpetition security interest in and lien on all cash or cash equivalents of the Debtor. In addition, Associated Bank will be deemed to have an allowed superpriority adequate protection claim to the extent that the adequate protection lien will not adequately protect its interest against the diminution in value of the prepetition collateral. The replacement and adequate protection liens and superpriority adequate protection claim will be subject to the Carve-Out, which consists of: (a) the unpaid fees of the Clerk of the Bankruptcy Court or District Court, and the U.S. Trustee; and (b) the aggregate allowed unpaid fees and expenses payable to professional persons retained pursuant to Court Order by the Committee in an amount not to exceed $25,000. In addition, the Debtor is directed, among other things, to: (a) furnish Associated Bank and the Committee with all financial data and documents required under the Prepetition Loan Documents; (b) provide Associated Bank and the Committee with a weekly actual-to-budget report for the prior week; (c) provide Associated Bank and the Committee with current accounts receivable aging, inventory and accounts payable reports; (d) maintain and pay premiums for insurance to cover the collateral from fire, theft, and water damage, and maintain the collateral in good repair; (e) make available to Associated Bank evidence of that which constitutes its collateral or cash collateral; (f) timely file with the Court all monthly operating reports required under the Code; and (g) permit Associated Bank to inspect the Debtor's books and records. The hearing to consider entry of a final order on the use of cash collateral will take place on June 20, 2017, at 10:00 a.m. The objection deadline is June 20, 2017. A full-text copy of the Fourth Interim Order, dated June 6, 2017, is available at https://is.gd/OrnFUf About Anderson Shumaker Based in Chicago, Illinois, Anderson Shumaker Company provides open die forgings and custom forgings in various shapes and finishes using stainless steel, aluminum, carbon steel and various grades of alloy steel. Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-05206) on Feb. 23, 2017. The petition was signed by Richard J. Tribble, chief executive officer. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $10 million to $50 million in estimated liabilities. The case is assigned to Judge Donald R Cassling. Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman, Simon, Welch & Clar serve as counsel to the Debtor. RSM US LLP is the Debtor's accountant. U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The committee members are: (1) Electralloy, G.O. Carlson, Inc.; (2) Carlson Tool & Manufacturing Corp.; (3) Progressive Steel Treating, Inc.; (4) Haynes International, Inc.; and (5) Ellwood Group. Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L. Janczak, Esq., and Trinitee G. Green, Esq., at Freeborn & Peters LLP serve as counsel to the Committee. APOLLO COMPANIES: Wants to Use Kabbage, et al.'s Cash Collateral ---------------------------------------------------------------- Apollo Companies Inc. asks for permission from the U.S. Bankruptcy Court for the Southern District of Texas to use cash collateral. The Debtor acknowledges that Kabbage, On Deck, and Forward Financing may have a lien on the cash collateral. The Debtor will use the cash collateral during the interim cash collateral period to pay association dues, utilities and otherwise maintain and protect the real property. The Debtor tells the Court that it will suffer immediate and irreparable harm if it is not authorized to use cash collateral to fund the expenses. If the Debtor is not allowed to use cash collateral, it will be unable to operate and potentially cause harm to the property. Absent court authorization, the Debtor will not be able to maintain and protect its property. If the Debtor cannot use cash collateral, it will be forced to cease operations. By contrast, granting authority will allow the Debtor's to maintain operations and preserve the going concern value of its business which will inure to the benefit of any secured creditors and all other creditors. As adequate protection, the Debtor proposes that the Creditors be granted a replacement lien on the Debtor's receivables and the Debtor's projected positive cash flow. A copy of the Debtor's request is available at: http://bankrupt.com/misc/txsb17-80148-10.pdf Apollo Companies Headquartered in Alvin, Texas, Apollo Companies Inc., doing business as Apollo Office Systems LLC, and doing business as Southwest Office Systems -- www.http://apolloofficesystems.com-- is a growing company that sells and services all brands of copiers, printers, scanners, faxes, wide format laser printers and any other type of office machine. Apollo is a family owned and has been in the business for over 25 years. Apollo Companies filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-80148) on May 5, 2017, estimating its assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. The petition was signed by Jeffrey Foley, director. Judge Marvin Isgur presides over the case. William L Bennett, Esq., at the Law Office of William L. Bennett, serves as the Debtor's bankruptcy counsel. ASCENT RESOURCES: Moody's Affirms Ca-PD Probability Default Rating ------------------------------------------------------------------ Moody's Investors Service changed Ascent Resources -- Marcellus LLC's (ARM) Probability of Default Rating (PDR) to Ca-PD/LD from Ca-PD upon the expiration of the 30-day grace period following Ascent's election not to make coupon payments on its term loans that were due on May 8, 2017. Ascent's Ca Corporate Family Rating (CFR), Ca senior secured first-lien term loan rating and C senior secured second-lien term loan rating were affirmed. The outlook remains negative. The "/LD" designation will be remain in place until the company completes its formal restructuring or files for bankruptcy, at which time the PDR will be downgraded to D-PD. Affirmations: Issuer: Ascent Resources -- Marcellus LLC -- Probability of Default Rating, Affirmed Ca-PD/LD (/LD appended) -- Corporate Family Rating, Affirmed Ca -- Senior Secured First Lien Bank Credit Facility, Affirmed Ca (LGD3) -- Senior Secured Second Lien Bank Credit Facility, Affirmed C (LGD5) Outlook Actions: Issuer: Ascent Resources -- Marcellus LLC -- Outlook, Remains Negative RATINGS RATIONALE The Ca CFR reflects ARM's weak liquidity, very poor asset coverage, high leverage, and Moody's view that the company's capital structure is unsustainable. Poor cash flow generation has rendered the company unable to simultaneously service debt and fund maintenance level drilling. As a result, ARM has not drilled a well since 2015, causing production to fall considerably. Accordingly, Moody's views the company's ability to sustain itself beyond 2017 to be limited and the likelihood of debt restructuring or an outright bankruptcy filing to be high. ARM's liquidity profile is weak, given the company remains in default under the terms of its first and second lien term loan agreements. If the company is unable to negotiate a restructuring with its lenders and the lenders are unwilling to extend the forbearance agreement they entered earlier this month, ARM's debt outstanding under the term loans would come due immediately. Outstanding debt totals in excess of $1 billion, far exceeding the $130 million of cash and $106 million of restricted cash ARM held at March 31, 2017. The company has no revolving credit facility. Ascent's first lien term loan is rated Ca, at the CFR level. While Moody's Loss Given Default Methodology indicates a Caa3 rating for the first lien term loan, the Ca rating on the first lien term remains unchanged based on Moody's expectations for weak recovery in the event of a bankruptcy filing or out of court restructuring. The negative outlook reflects the high degree of uncertainty around ARM's ability to shore up liquidity, the possibility of weaker than expected recovery, and the risk of further credit deterioration. Moody's will downgrade the CFR if the company files for bankruptcy protection or reorganizes out of court under terms that provide for a worse than expected overallextremely weak recovery. An upgrade is unlikely; however, if the company can stabilize production, generate EBITDAX to interest coverage above 1.0x and strengthen liquidity to a level Moody's would deem adequate, an upgrade could be considered. Ascent Resources - Marcellus, LLC is a privately-owned independent E&P company headquartered in Oklahoma City, Oklahoma. The company's operations are concentrated in the southern Marcellus Shale in northern West Virginia. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. BAY HARBOUR: Has Until Aug. 23 to File Plan & Disclosures --------------------------------------------------------- The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida has given Bay Harbour Homes, LLC, until Aug. 23, 2017, to file a plan and disclosure statement. Headquartered in Tampa, Florida, Bay Harbour Homes, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-03805) on May 1, 2017, estimating its assets at up to $50,000 and its liabilities at between $50,001 and $100,000. Leon A. Williamson, Jr., Esq., at Leon A. Williamson, Jr., P.A., serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Bay Harbour Homes, LLC, as of June 7, according to a court docket. BEAR FIGUEROA: Court Denies Cash Collateral Use ----------------------------------------------- Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California denied a motion filed by Bear Figueroa LLC seeking, among other things, for authorization to use cash collateral. A hearing was held on May 25, 2017. The affected lien holder, the Evergreen Advantage, opposed approval of the Motion. About Bear Figueroa Headquartered in Culver City, California, Bear Figueroa LLC owns a property located at 10520 South Figueroa Boulevard, Los Angeles, California 90003, valued at $2.9 million. For 2016, it recorded gross revenue of $265,000 compared to gross revenue of $250,000 during the prior year. Bear Figueroa filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14249) on April 6, 2017, listing $2.9 million in total assets and $1.93 million in total liabilities. The petition was signed by Denise Johnson, managing member. Judge Vincent P. Zurzolo presides over the case. Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves as the Debtor's bankruptcy counsel. No creditors' committee has been appointed by the United States Trustee. BIND THERAPEUTICS: B.E. Fights Dismissal of Suit Against Regulators ------------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that B.E. Capital Management Fund LP has fought an attempt by the Financial Industry Regulatory Authority and the Depository Trust Co. to dismiss a class action claiming they sent money to the wrong shareholders in Bind Therapeutics Inc. A Delaware judge's approval of the bankruptcy plan does not absolve the Regulators of their duties, Law360 relates, citing B.E. Capital. Law360 recalls that B.E. Capital filed a lawsuit against the Regulators in March 2017 for allegedly breaking their own rules. According to Law360, B.E. Capital argued that the Regulators' claim that the Debtor's bankruptcy plan tied their hands on what investors were eligible for distributions isn't borne out by their actions, that their relief can still be paid despite the cancelation of the stock in question and that their claims of immunity don't hold up. About BIND Therapeutics BIND Therapeutics is a biotechnology company developing novel targeted therapeutics, primarily for the treatment of cancer. BIND Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND Biosciences Security Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on May 1, 2016. Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E. Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., serve as Chapter 11 counsel. The Debtors' financial advisor is Cowen and Company, LLC. Prime Clerk LLC serves as claims and noticing agent. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Andrew Hircsh, president and chief executive officer. BLACKRIDGE TECHNOLOGY: Joined 7th Annual LD Micro Conference ------------------------------------------------------------ BlackRidge Technology International, Inc., presented at the 7th Annual LD Micro Invitational conference. BlackRidge's presentation was led by CEO Bob Graham and CFO John Bluher, who also met with investors. BlackRidge supports numerous industries with its identity-based cyber defense, which stop cyber-attacks and block unauthenticated access at the earliest possible time, on the first packet before network sessions are established. The technology provides the equivalent of secure caller ID for the network, allowing only identified and authorized users or devices access to enterprise and cloud systems. The two-day conference at the Luxe Sunset Bel Air Hotel in Los Angeles featured 180 companies in the small / micro-cap space. "This year, not only do we have a record number of companies making their LD Micro debuts, but a record number of companies presenting for the first time in their company's history," said Chris Lahiji, president of LD Micro. "LD has established itself as the one venue that brings the most influential players from all segments of the market under one roof." For a complete schedule of presenters and other conference information, visit http://www.ldmicro.com/events About BlackRidge Technology BlackRidge Technology, formerly known as Grote Molen, Inc., provides a next generation cyber defense solution that stops cyber-attacks and blocks unauthenticated access. The Company's patented First Packet Authentication technology was developed for the military to cloak and protect servers and segment networks. BlackRidge Transport Access Control authenticates user and device identity and enforces security policy on the first packet of network sessions. This new level of real-time protection blocks or redirects unidentified and unauthorized traffic to stop attacks and unauthorized access, isolates systems and segments networks, and provides identity attribution. BlackRidge was founded in 2010 to commercialize its military-grade and patented network security technology. For more information, visit www.blackridge.us. Grote Molen reported a net loss of $259,447 on $1.01 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $52,120 on $1.53 million of total revenues for the year ended in 2015. As of March 31, 2017, Grote Molen had $8.37 million in total assets, $21.17 million in total liabilities, and a total stockholders' deficit of $12.80 million. Pritchett, Siler & Hardy, P.C., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred losses and negative cash flows from operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. CAMBER ENERGY: Azar Appointed to Succeed Schnur as Interim CEO -------------------------------------------------------------- Anthony C. Schnur has resigned as chief executive officer and as a member of the Board of Directors of Camber Energy, Inc. Effective June 2, 2017, the Board has named current board member, Mr. Richard N. Azar II as interim chief executive officer. In connection his departure, Mr. Schnur entered into a Severance Agreement and Release with the Company whereby (i) his employment agreement with the Company was terminated, (ii) he entered into a mutual release with the Company; (iii) he was granted 120,000 shares of unregistered common stock (to be issued in installments of 10,000 per month) and a monthly cash payment of $14,000 for twelve months; and (iv) he was granted reimbursement of the payment of his COBRA premiums through (a) the one year anniversary of the termination or (b) until he is eligible to participate in the health insurance plan of another employer, whichever is sooner, and provided that the amount of such health benefits shall reduce his monthly cash payment. The Company also appointed Mr. Robert Schleizer as interim chief financial officer. Mr. Schleizer has over 30 years of financial and operational experience serving private and public companies in financial and organizational structuring, crisis management, acquisitions and divestitures, and equity and debt financings across multiple industries. He is a co-founder of BlackBriar Advisors, LLC, a business renewal and acceleration firm, where he has served as managing partner since 2010. Prior to BlackBriar, Mr. Schleizer provided restructuring and refinancing financial advisory services as a managing director for BBK and as a partner at Tatum LLC. He holds a Bachelor of Science in Accounting from Arizona State University and is a Certified Insolvency Restructuring Advisor and Certified Turnaround Professional. As previously reported, the Company is actively engaged in the process of implementing a cost reduction program to significantly reduce overall general and administrative costs. Camber Energy continues to progress its plan to comply with lender obligations and to return the Company to positive cash flow generation. By taking these proactive steps, Camber Energy intends to effect meaningful change to improve its financial performance and enhance its liquidity and capital resources. "On behalf of the Board, we would like to thank Tony for his leadership and wish him the best in his future endeavors," said Mr. Fred S. Zeidman, chairman of Camber Energy. "We would also like to thank Messrs. Azar and Schleizer for stepping in on an interim basis to quickly deliver on our financial improvement initiatives while working to strengthen our Company, drive cash flow and create value for our shareholders. Camber's Board and management team are committed to taking immediate and rapid action to streamline the Company, which is consistent with its new strategic plan to improve its capital structure and business model." About Camber Energy Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil and natural gas in the Austin Chalk and Eagle Ford formations in south Texas, the Permian Basin in west Texas, and the Hunton formation in central Oklahoma. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Dec. 31, 2016, Camber Energy had $71.34 million in total assets, $49.12 million in total liabilities and $22.21 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. CANNABIS SATIVA: Recurring Losses Raise Going Concern Doubt ----------------------------------------------------------- Cannabis Sativa, Inc., filed its quarterly report on Form 10-Q/A, disclosing a net loss of $2.03 million on $1,065 of revenues for the three months ended March 31, 2017, compared with a net loss of $321,475 on $2,023 of revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $4.14 million in total assets, $721,339 in total liabilities, all current, and a stockholders' equity of $3.42 million. The Company has negative working capital, has incurred operating losses since inception, and has not yet produced significant continuing revenues from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. A copy of the Form 10-Q/A is available at: http://bit.ly/2sU3dES Headquartered in Mesquite, Nev., Cannabis Sativa, Inc., develops and promotes natural cannabis products. The Company is engaged in the research, development and licensing of natural cannabis products, including cannabis formulas, edibles, topicals, strains, recipes and delivery systems. CBAC GAMING: Moody's Affirms B3 CFR & Rates Secured Loans B3 ------------------------------------------------------------ Moody's Investors Service affirmed CBAC Gaming LLC's B3 Corporate Family Rating, upgraded the Probability of Default Rating to B3-PD, and assigned a B3 rating to the company's proposed five-year senior secured revolving credit facility and seven-year senior secured term loan. Moody's views the new credit facilities as covenant lite, so pursuant to Moody's Loss Given Default Methodology, the family recovery rate will be revised from 65% to 50% resulting in the change in the PDR rating. The B3 ratings on the existing facilities are unchanged and will be withdrawn upon closing. The proceeds of the term loan coupled with cash on hand will be used to repay CBAC's existing term loan and FF&E loan, cover fees, premiums and other transaction expenses. "The affirmation reflects CBAC's above average leverage for the B3 CFR, and competitive pressure from new supply that entered the Maryland market in December 2016. These risks are partially offset by improved coverage of interest and good liquidity," said Moody's analyst Peggy Holloway. The refinancing will result in a significant reduction in interest expense (approximately $13 million) and improvement in EBIT/Interest to 1.4x from 1.1x. Moody's estimates that EBITDA will decline in 2017 as the Baltimore to DC market absorbs the 45% increase in gaming positions. As a result, Moody's expects lease adjusted debt/EBITDA will approximate 6.5x at year-end 2017, up from 6.0x at 12/31/16. The proposed term loan and revolver are guaranteed on a senior secured basis by each wholly owned domestic subsidiary of the Borrower and secured by a first priority interest in all domestic tangible and intangible assets (including capital stock of subsidiaries) of CBAC and the guarantors (subject to customary exceptions). A mortgage on the garage secures the garage portion of the financing. Beginning in 2018, the term loan is subject to a mandatory prepayment from 50% of excess cash while net first lien leverage is above 3.5x with step-downs to 0% based on leverage. Issuer: CBAC Gaming, LLC Ratings assigned: Assignments: -- Senior Secured Term Loan, Assigned B3 (LGD3) -- Senior Secured Revolving Credit Facility, Assigned B3 (LGD3) Affirmations: -- Corporate Family Rating, Affirmed B3 Upgrades: -- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE CBAC's B3 Corporate Family Rating (CFR) reflects the company's small, geographically concentrated gaming operations, high debt/EBITDA relative to its scale of operations and competition from new supply (MGM's National Harbor casino opened in December 2016) and an expansion at Maryland Live, its closest competitor. Positive rating consideration is given to the population density and above average median household income of the Washington D.C. to Baltimore area that should enable the market to eventually absorb the new supply. Additionally, the company is expected to generate sufficient cash flow to support maintenance capex and cash interest needs and it has access to a $15 million revolving credit facility for alternate liquidity. The stable rating outlook reflects Moody's view that in 2017 CBAC can absorb the earnings hit from new supply and will resume modest EBITDA growth in 2018. CBAC's ratings could be upgraded if the company can reduce and maintain debt/EBITDA around 5.25x and improve EBIT/Interest near 1.5x, on a Moody's adjusted basis. CBAC's ratings could be downgraded if same store gaming revenues in the Maryland market shows sustained deterioration, if debt/EBITDA increases above 6.5x or if liquidity weakens. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. CBAC Gaming, LLC (CBAC) is a joint venture between Caesars Growth Partners, LLC, Rock Gaming, Caves Valley Partners, STRON-MD and PRT Two. Caesars Growth Partners, LLC is owned by Caesars Acquisition Co and Caesars Entertainment Co. CBAC developed and opened the Horseshoe Baltimore casino in Baltimore, MD on August 26, 2014. Horseshoe Baltimore features over 2,200 slot machines, including 150 video poker machines, a 25-table WSOP Poker Room and over 150 table games. Caesars Growth Partners, LLC, indirectly owns 41% of the property and CEOC manages the property. CHANNEL TECHNOLOGIES: Wants Plan Exclusivity Extended to Aug. 18 ---------------------------------------------------------------- Channel Technologies Group, LLC, asks the U.S. Bankruptcy Court for the Central District of California to extend the time periods during which the Debtor has the exclusive right to file a chapter 11 plan and to solicit acceptances of the plan, for no less than two additional months, to and through including Aug. 18, 2017, and Oct. 17, 2017, respectively. The Debtor's statutory exclusive period to file a plan expires on June 19, 2017, and the exclusive period to obtain acceptance of such plan expires on Aug. 18, 2017. The Debtor tells the Court that it has continued making steady progress in this case, including, most recently, obtaining Court approval for, and closing, sales related to the Debtor's ceramics business and transducer designing/manufacturing business, respectively. During the last two months, the Debtor has also rejected its interest in any remaining executory contracts, completed the abandonment of other estate assets with Court approval and continued the diligent wind-down of its remaining affairs. Moreover, at a status conference held on May 3, 2017, the Court concluded that it was appropriate to determine the nature, scope and classification of claims filed against the estate. Thus, the Court entered an order setting July 14, 2017, as the deadline for filing proofs of claim and requests for payment of administrative expenses, other than professional fees. The Debtor believes that it would not be cost-effective to file a plan until the claims bar date has passed and the Debtor has had an opportunity to review the claims filed against the estate. Thus, while the Debtor has been expeditiously acting for the benefit of the estate and its creditors, the Debtor is not yet in a position to proceed with a plan. The Debtor says that the request for a further extension of the exclusivity period to Aug. 18, 2017, is appropriate as it will provide the Debtor with the necessary time to review and analyze the filed proofs of claim and requests for administrative expenses prior to formulating a plan. Further extending the plan exclusivity periods will benefit the estate and its creditors by allowing the Debtor reasonable, additional time to make the determination for the best outcome for creditors. The Debtor states that if it hastily prepared and prematurely proceeded with a Chapter 11 plan, as well as a supporting disclosure statement, without due analysis and sufficient information, professional fees and administrative claims would potentially be unnecessarily incurred. The Debtor believes it needs a two-month extension to carefully make its decisions regarding a plan and the content of an accompanying disclosure statement in order to optimize value and recovery for the estate. About Channel Technologies Group Headquartered in Santa Barbara, California, Channel Technologies Group, LLC, designs and manufactures piezoelectric ceramics, transducers, sonar equipment and other related products sold primarily to military, commercial, and industrial customers in the United States and internationally. CTG is a privately owned California limited liability company founded in 1959. In 2011, CTG was acquired by BW Piezo Holdings, LLC, a Delaware limited liability company, from Alta Properties, Inc., f.k.a. Channel Technologies, Inc. BWP now owns 100% of CTG's member interests. BWP is majority-owned by Blue Wolf Capital Fund II, L.P. (the Company's pre-petition lender), which is an investment fund managed by Blue Wolf Capital Advisors, L.P. CTG is a member-managed LLC. Charles Miller is the manager. CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11912) on Oct. 14, 2016. The case is assigned to Judge Peter Carroll. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Fernald Law Group LLP as special counsel; CR3 Partners, LLC, as restructuring advisor; and Prime Clerk LLC as noticing, claims and balloting agent. On April 7, 2017, the U.S. Trustee appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. CLEMENT CATTLE: Court Approves Settlement with Blackwoods --------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas approved the compromise settlement agreement between trustee Harvey Morton and David and Sharon Blackwood, judgment creditors of Clement Cattle Co., LLC. The trustee and the Blackwoods have asked the Court to approve a settlement that they have reached. A group of creditors opposed the settlement, however. The disputes here -- first, as between the trustee and the Blackwoods that is resolved by the proposed settlement; and, now, as between them and the parties that have objected to the settlement -- concern the trustee's attempts to sell a 340-acre tract to Robert Soukup. The objecting parties are Kyle Clement, Valerie Clement, Mike Tinnin, and Annie Tinnin. The Clements are members of Clement Cattle and the Tinnins are asserted creditors of Clement Cattle. The parties have stipulated that proper and adequate notice of the sale to Soukup has been provided and that the $580,000 sales price represents fair value of the property and that the terms of the sale were reached in an arms-length deal. The Blackwoods agree to withdraw their objections to the sale that had been raised in the trustee's prior-proposed sale to Soukup and, in return, the trustee agrees to dismiss the debtor's appeal of the state court judgment. The Blackwoods' claim of $1,076,868.79 will be allowed as an unsecured claim. Under the compromise, the Blackwoods are formally authorized, at their expense, to object to proofs of claim, though they must file such objections within fourteen days of the closing of the sale of the 340 acres. The trustee identified four claims to which objections may need to be filed: claims 3 and 9, both filed by Robert Mark Peavy and Kimberly W. Peavy, appear to be duplicate claims; claims 2 and 8, both filed by Michael Tinnin, one of the objecting parties here, likewise raise legitimate questions. The Clements and Tinnins complain that the Blackwoods are the only parties that benefit from the compromise. They submit that the state court appeal can proceed on the estate's behalf without great expense, that the trustee has a right to sell the 340 acres without the settlement, and that the Blackwoods' counter proposal (the credit bid and payment) would have been a better deal. The trustee testified that dismissal of the appeal and allowance of the Blackwoods' claim will save the time and expense involved with continuing to litigate the issues on appeal. It will thus mostly resolve this bankruptcy case that has now been pending for over two years. The estate also avoids the costs of potential claims objections. Considering the facts of the case, Judge Jones finds that the trustee has adequately justified the compromise. In reaching this conclusion, Judge Jones discounts the arguments raised by the Clements and Tinnins. First, even assuming that the trustee can sell the property without the Blackwoods' agreement, there is no indication that the Blackwoods' claim would thereby go away as would have happened, apparently, under their counter proposal. The Blackwoods' claim is by far the largest claim in the case. As for the counter proposal that incorporates the credit bid, such proposal, simply stated, is not presently before the Court. And, more important, there is no reason to believe that the Blackwoods would agree to subordinate their claim if the property were sold over their objection. Judge Jones, thus, rules that the compromise should help bring this case to conclusion in a way that is compatible with the best interests of all parties in interest. The bankruptcy case is IN RE: CLEMENT CATTLE CO., LLC, Debtor, Case No. 15-10072-RLJ-11 (Bankr. N.D. Tex.) A copy of Judge Jones order is available at: https://is.gd/A77P1n from Leagle.com Clement Cattle Co., LLC, Debtor, represented by Charles Dick Harris, Law Office of Dick Harris, PC & Harvey Leon Morton, Law Office of Harvey L. Morton. COMPOUNDING DOCS: Has Continued Cash Access Until Aug. 11 --------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida signed a seventh interim agreed order authorizing Compounding Docs, Inc., to use the cash collateral for the line items detailed in the Budget until Aug. 11, 2017, subject to a 10% line item variance. Judge Kimball directed the Debtor to pay Regent Bank, f/k/a Regent Bank minimum monthly adequate protection payments in the amount of $6,000 due on June 1, 2017, July 1, 2017 and Aug. 1, 2017. Judge Kimball also confirmed the grant, assignment and pledge by the Debtor to Regent Bank of a postpetition security interest and lien, of the same validity, extent and priority as Regent Bank's prepetition security interests, in the prepetition collateral in and to: (a) all proceeds from the disposition of any of the cash collateral, and (b) any and all of its goods, property, assets and interests in property in which Regent Bank held a lien or security interest prior to the petition date, whether now existing and/or owned and hereafter arising and/or acquired and wherever located by the Debtor, and proceeds thereof. A full-text copy of the Seventh Interim Agreed Order dated June 8, 2017 is available at https://is.gd/DGLgoC About Compounding Docs Compounding Docs, Inc., sought for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-25312) on Nov. 15, 2016. The petition was signed by Dr. Charles Robertson, director. At the time of the filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in estimated liabilities. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Tarek K. Kiem, Esq., at Rappaport Osborne Rappaport & Kiem, PL. The U.S. Trustee has been unable to appoint an official unsecured creditors committee in the case. CORINTHIAN COLLEGES: Ends Suit With Shareholders, To Pay $2.25MM ---------------------------------------------------------------- Ryan Boysen, writing for Bankruptcy Law360, reports that Corinthian Colleges Inc. have reached a $2.25 million deal with a proposed class of shareholders led by Jimmy Elias Karam in California federal court, to settle claims that the Debtor misled investors for years before state and federal probes led to its collapse. According to Law360, the Debtor is accused in dozens of lawsuits of preying on vulnerable students by lying about its post-graduation job placement rates. The investors, Law360 shares, had said that the Debtor, its board and its senior management covered up the operator's allegedly fraudulent business model between 2007 and 2010, enticing investors to buy shares in the education giant. Law360 relates that the settlement would establish a fund of $2.25 million plus interest to be distributed among investors who purchased Corinthian shares between 2007 and 2010. According to the report, attorneys' fees will be deducted from that figure, and the investors have also asked for certification of the proposed class for settlement purposes. About Corinthian Colleges Corinthian Colleges, Inc., et al., were founded in February 1995 and through acquisitions became one of the largest for-profit post-secondary education companies in the U.S. and Canada. In January 2010, Corinthian purchased Heald Capital LLC, which operated Heald College, a 150 year-old regionally-accredited institution with 12 campuses. Corinthian Colleges, Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of operations. The cases are jointly administered under Case No. 15-10952. Judge Kevin J. Carey presides over the case. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; PricewaterhouseCoopers, LLC, as tax advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The U.S. Trustee for Region 3 formed an Official Committee of Unsecured Creditors and an Official Committee of Student Creditors. The Creditors Committee retained Brown Rudnick LLP and Rosner Law Group as attorneys. The Student Committee tapped Robins Kaplan LLP and Poslinelli PC as attorneys. * * * The Debtors closed each of their campus locations effective as of April 27, 2015, and immediately began the process of liquidating their assets and winding down operations. The effective date of the Debtors' Third Amended and Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation was Sept. 21, 2015. CREEKSIDE VILLAGE: Taps Jones & Walden as Legal Counsel ------------------------------------------------------- Creekside Village Development Group, 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 Jones & Walden, LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, conduct examination, and represent it with respect to a bankruptcy plan. The hourly rates charged by the firm range from $200 to $350 per hour for attorneys, and $50 to $100 per hour for legal assistants. As of the petition date, Jones & Walden holds a retainer in the amount of $25,000. Leon Jones, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Leon S. Jones, Esq. Jones & Walden, LLC 21 Eighth Street, NE Atlanta, GA 30309 Phone: (404) 564-9300 Email: ljones@joneswalden.com About Creekside Village Development Group Founded in 2013, Creekside Village Development Group Inc. is a small organization in the business services industry. Its principal assets are located at 4840 Hanson Road, Smyrna, Georgia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-59992) on June 5, 2017. Jason Lewis, 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. DEXTERRA SURGICAL: PRIMECAP Mgt. Holds 4.3% Stake as of May 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, PRIMECAP Management Company disclosed that as of May 31, 2017, it beneficially owns 600,450 shares of common stock of Dextera Surgical Inc. representing 4.30 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/obZS5f About Dextera Surgical Dextera Surgical (Nasdaq:DXTR) designs and manufactures proprietary stapling devices for minimally invasive surgical procedures. Dextera Surgical also markets automated anastomosis devices for coronary artery bypass graft (CABG) surgery on the market today: the C-Port Distal Anastomosis Systems and PAS-Port Proximal Anastomosis System. These products are sold by Dextera Surgical under the Cardica brand name. Dextera reported a net loss of $15.98 million for the fiscal year ended June 30, 2016, following a net loss of $19.18 million for the year ended June 30, 2016. As of March 31, 2017, Dexterra had $5.79 million in total assets, $9.64 million in total liabilities and a total stockholders' deficit of $3.85 million. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DIAMOND BRITE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Diamond Brite Enterprises, LLC. 18403 Rim Drive San Antonio, TX 78257 Business Description: Diamond Brite -- http://www.diamondbritecarcare.com-- is a full service car wash and oil & lube services provider in San Antonio Texas. Chapter 11 Petition Date: June 13, 2017 Case No.: 17-51391 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: Dean William Greer, Esq. DEAN W. GREER 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: 210-342-7100 Fax: 210-342-3633 E-mail: dwgreer@sbcglobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew L. Foster, manager. The Debtor did not file a list of its 20 largest unsecured creditors on the Petition Date. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb17-51391.pdf DURON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Duron Systems, Inc. aka Duron Systems 9110 Taub Road Houston, TX 77064 Business Description: Established in 1980, Duron Systems -- http://www.duronsystems.com-- is an oil and gas fabrication facility located in Houston, Texas. The Company offers turnkey project management solutions to meet its customers' ever-increasing demands. Duron features its own pull test facilities up to 100,000 Lbs., stress relieving and hydro-testing equipment, and 24-hour operations. Its fabrication and cladding weld procedures are qualified to AWS, ASME, DNV, ABS, API, NACE, and specific customer requirements. As the only AWS certified fabricator in Houston, the Company also maintains an ISO Compliant Process Management System. Chapter 11 Petition Date: June 13, 2017 Case No.: 17-33692 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: Reese W Baker, Esq. BAKER & ASSOCIATES 5151 Katy Freeway, Suite 200 Houston, TX 77007 Tel: 713-869-9200 Fax: 713-869-9100 E-mail: courtdocs@bakerassociates.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Phillip Lower, director. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb17-33692.pdf ELECTRONIC SERVICE: Wants Cash Access for 90 Days ------------------------------------------------- Electronic Service Products Corporation seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to continue using cash collateral for a period of 90 more days. The Debtor acknowledges that PNL Asset Management LP and CTCIC may have liens against the cash collateral. The Debtor says that it needs the ongoing use of cash collateral in order to continue paying ongoing operating expenses including payroll, rent, taxes, insurance, procurement of supplies and materials, utilities, and other ongoing operating expenses. The Debtor will suffer immediate and irreparable harm if it is not authorized to use cash collateral to fund the expenses set forth in the proposed budget: Bills Monthly Amount ----- -------------- Electric $1,021.25 Insurance (business) $2,742.84 Insurance (health) $2,709.12 Mileage & Gas for Trucks $537.50 Misc Supplies (kitchen & office) $161.25 Office Supplies $750.00 Oil $120.00 Post Petition Payroll Obligations $22,360.00 Telephone $349.00 Rent $2,000.00 Taxes $845.84 Trash $103.96 Water & Sewer $60.00 Quaterly Fees OUST $216.67 ---------- $33,977.43 Projected Gross Monthly Income $45,000.00 Projected Net Monthly Income $11,022.57 Absent authorization, the Debtor will not be able to continue operating, causing harm to customers, employees, and creditors. The Debtor assures the Court that it has been meeting all of its ongoing obligations as a debtor-in-possession. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ctb17-30704-26.pdf The Court previously granted interim use of cash collateral. That court order will remain in effect until July 1, 2017. About Electronic Service Products Corporation Founded in 1992, Electronic Service Products Corporation is engaged in the wholesale distribution of electronic parts and electronic communications equipment. Electronic Service Products filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30704) on May 12, 2017. William Hrubiec, its president, signed the petition. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Ann M. Nevins. The Debtor is represented by William E. Carter, Esq., at the Law Office of William E. Carter, LLC. ELECTRONIC SERVICE: Wants to Use Cash to Pay Prepetition Wages -------------------------------------------------------------- Electronic Service Products Corporation asks for permission from the U.S. Bankruptcy Court for the District of Connecticut to use cash collateral for payment of prepetition wages. The Debtor will suffer immediate and irreparable harm if it is not authorized to use cash collateral to fund the expenses. Absent authorization, the Debtor will not be able to continue operating, causing harm to customers, employees, and creditors. At the time of filing the case at bar the Debtor employed four individuals to operate the business, fulfill customer work/purchase orders, and generate revenue. These employees have been compensated on a weekly basis with wages being paid one week in arrears. As such, the Debtor issued payroll checks to employees on the date of filing the Chapter 11 case, May 12, 2017 and May 19, 2017. The timing of the bankruptcy filing and filing of the Debtor's initial motion for court order allowing the use of cash collateral caused the Debtor to issue payment of wages without proper Court authorization for the May 12, 2017 and May 19, 2017 pay periods. The May 12 payroll period compensated employees for hours worked through May 6, 2017 and the May 19 pay period compensated employees for hours worked from May 7, 2017, through May 13, 2017. The total or gross payroll for the two pay periods combined is approximately $10,500. This represents a typical weekly payroll of approximately $5,250 based on the Debtor's current circumstances. In order to maintain morale and to retain its current workforce, an outcome that the Debtor sees as essential in being able to continue to operate while in chapter 11, the Debtor seeks court approval for payment of the above stated wages. The Debtor seeks authority to honor these prepetition wage obligations as the employee base is essential to the future business needs of the Debtor. Failure to honor the prepetition wage obligations of the Debtor will most likely lead an unstable and unreliable workforce as it would have an adverse impact on employee morale and cause employees to suffer personal hardship. The Debtor will be unable to sustain business operations and effectuate a successful reorganization under chapter 11 without the support of its current workforce. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ctb17-30704-25.pdf About Electronic Service Products Founded in 1992, Electronic Service Products Corporation is engaged in the wholesale distribution of electronic parts and electronic communications equipment. Electronic Service Products filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30704) on May 12, 2017. William Hrubiec, its president, signed the petition. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Ann M. Nevins. The Debtor is represented by William E. Carter, Esq., at the Law Office of William E. Carter, LLC. ENVISAGE DEVELOPMENT: Taps LD Law Offices as Legal Counsel ---------------------------------------------------------- Envisage Development Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire LD Law Offices to, among other things, give legal advice regarding its duties under the Bankruptcy Code, resolve claims, assist in the administration of its assets and liabilities, and prepare a plan of reorganization. Leonardo Drubach, Esq., the attorney designated to represent the Debtor, will charge an hourly fee of $350. Mr. Drubach received $7,500 from Mark Rowson, a member of the Debtor, prior to the petition date. In a court filing, Mr. Drubach disclosed that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Leonardo D. Drubach, Esq. LD Law Offices 6442 Coldwater Canyon Ave., Suite 211 Northwood Hollywood, CA 91406 P.O. Box 8061 Tel: (818) 477-4740 Email: zlaw578@yahoo.com Email: leo@ldlawo.com About Envisage Development Partners Based in San Francisco, California, Envisage Development Partners, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-30396) on April 23, 2017. Mark Rowson, managing member, signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Judge Hannah L. Blumenstiel presides over the case. FAMILY CHILD CARE: Court Sets June 22 Plan Filing Deadline ---------------------------------------------------------- Judge Clifton R. Jessup, Jr. of the U.S. Bankruptcy Court for the Northern District of Alabama has held that the exclusivity period and the deadline for Family Child Care, LLC to file its Chapter 11 Plan of Reorganization and Disclosure Statement is June 22, 2017. The Court held a hearing on June 8, 2017, to consider the Debtor's Motion to Extend Exclusivity Period and Time to File Disclosure Statement and Plan, as well as the Objections filed by Primrose School Franchising Company and FNB Bank to the Motion. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend by 46 days or until July 17, 2017, the exclusivity period for the Debtor to file a disclosure statement and Chapter 11 plan. The Debtor said that a review of its current financial situation shows that additional time would be necessary for the filing of a Plan and Disclosure Statement. The Debtor also said that it was pursuing negotiations for the sale of the business and the conclusion of these negotiations will dictate the focus of the Disclosure Statement and Plan in this matter. The Debtor assured the Court that the requested extension will not pose a substantial hardship to the creditors. About Family Child Care Family Child Care, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-80334) on Feb. 3, 2017. The petition was signed by Troy Ponder, owner. The case is assigned to Judge Clifton R. Jessup Jr. Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. FIRST NBC BANK: Committee Taps Sternklar as Legal Counsel --------------------------------------------------------- The official committee of unsecured creditors of First NBC Bank Holding Company seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire legal counsel. The committee proposes to hire Jeffrey D. Sternklar LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, assist in its consultations with the Debtor, analyze claims of creditors, and assist in negotiations to formulate a plan of reorganization or liquidation for the Debtor. Jeffrey Sternklar, Esq., charges an hourly fee of $450 for his services. The hourly rate for paralegals is $200. Mr. Sternklar and his firm do not represent or hold any interest adverse to the Debtor's bankruptcy estate or creditors. The firm can be reached through: Jeffrey D. Sternklar, Esq. Jeffrey D. Sternklar LLC 225 Franklin Street, 26th Floor Boston, MA 02110 Tel: (617) 396-4515 Fax: (617) 507-6530 Email: Jeffrey@sternklarlaw.com About First NBC Bank Holding First NBC Bank Holding Company -- www.firstnbcbank.com -- is a bank holding company, headquartered in New Orleans, Louisiana, which offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC Bank's primary market is the New Orleans metropolitan area and the Florida panhandle. It serves its customers from its main office located in the Central Business District of New Orleans, 38 full service branch offices located throughout its market and a loan production office in Gulfport, Mississippi. First NBC Bank sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The petition was signed by Lawrence Blake Jones, chief restructuring officer. The Debtor disclosed $6 million in assets and $65 million in liabilities as of May 10, 2017. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Debtor's wholly owned subsidiary and principal asset, on April 28, 2017, for which the Debtor has previously announced that it does not expect any recovery. The case is assigned to Judge Elizabeth W. Magner. Steffes, Vingiello & McKenzie, LLC is the Debtor's bankruptcy counsel. An official Committee of unsecured Creditors has been appointed in the case. FIRSTRAIN INC: Unsecureds to Recover 100% Under Plan ---------------------------------------------------- FirstRain, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated June 5, 2017, for the Debtor's plan of reorganization. Class 4 General Unsecured Claims -- estimated at $695,077 -- are impaired by the Plan. The holders are expected to recover 100% (but in all events exclusive of any postpetition interest). Each holder of an Allowed General Unsecured Claim will receive, on account of and in full and complete settlement, release and discharge of, and in exchange for its Allowed General Unsecured Claim, its Pro Rata Share of the Guaranteed Unsecured Recovery. Holders of Allowed General Unsecured Claims will not receive any Distribution on account of any post-petition interest. The Debtor continued its negotiations with ESW Capital, LLC, which resulted in ESW's offer to sponsor the Plan and provide the DIP Facility to fund the Chapter 11 case and to facilitate the Debtor's emergence out of the Chapter 11 case. Specifically, the Plan Sponsor agreed to provide Consideration which will ultimately be distributed to holders of Allowed Claims in accordance with the priority scheme established by the U.S. Bankruptcy Code or as otherwise agreed to the Pre-Petition Lender pursuant to the RSA. The Debtor, the DIP Lender and the Pre-Petition Lender negotiated a DIP Facility, providing the Debtor up to $4.0 million in DIP Financing (in accordance with an approved Budget), plus access to the cash collateral. The DIP Facility provides sufficient financing to fund ordinary course working capital needs and administrative expenses to consummate the Plan and permit the Debtor to successfully emerge from bankruptcy. Based on the expected emergence of the Debtor from the Chapter 11 case on or before July 31, 2017, the Debtor and DIP Lender estimate that approximately $1.1 million will be budgeted and drawn under the DIP Facility. The remainder of any undrawn portions of the DIP as of the Effective Date will be available as Consideration to fund creditor recoveries under the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb17-11249-13.pdf About FirstRain Inc. Headquartered in San Mateo, California, FirstRain, Inc. -- http://www.firstrain.com/-- is an enterprise software company whose core IP is in data science and software algorithms that can discover, read, discern and summarize useful insights about companies and markets from a vast universe of content across the global web and social media. FirstRain offers marketing, sales, financial, and enterprise intelligence and integration services to customers in the United States and India. FirstRain, Inc. has a wholly owned subsidiary in India, FirstRain Software Centre Private Limited ("FirstRain India"), that provides support and development services to the Debtor (its sole customer) on a cost plus basis. FirstRain, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 17-11249) on June 5, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped The Rosner Law Group LLC as bankruptcy counsel, Wilson Sonsini Goodrich & Rosati, PC, as corporate counsel and JND Corporate Restructuring as claims and noticing agent. FRANCISCO JAYME: Monges' Claims Barred by Preclusion Principles --------------------------------------------------------------- Plaintiffs Joe Jess Monge and Rosana Elena Monge filed a first amended complaint seeking a judgment denying Defendants Francisco J. Jayme and Alicia Rojas' discharge under 11 U.S.C. section 727, and declaring that the Plaintiffs' claims are nondischargeable under section 523(a)(2)(A) and (4). The Defendants then filed a motion to dismiss the amended complaint, saying the claims are barred by preclusion principles, the statute of limitations, and the statute of frauds. Judge David T. Thuma of the U.S. Bankruptcy Court for the District of New Mexico rules that many of the issues were adjudicated by a federal district court in Texas. Thus, he will dismiss all claims in Sections III and IV of the amended complaint, and some but not all of the claims in Section V. In 2005 or 2006, the Plaintiffs contacted Defendants to obtain a construction loan. The parties got to know each other and entered into a joint venture to purchase and develop the Country Cove Subdivision in Sunland Park, New Mexico. Rojas represented the subdivision would cost $300,000, and that she owned a property with $300,000 in equity located at 105 Thoroughbred Court in Santa Teresa, New Mexico. On or about Feb. 3, 2006, the Defendants convinced the Plaintiffs to purchase the Thoroughbred Property for $775,000 so that the Defendants could invest the $300,000 equity in the subdivision project. The Plaintiffs obtained a $775,000 mortgage to finance the purchase. The Plaintiffs then leased the Thoroughbred Property back to the Defendants, who continued to reside there. The Defendants agreed to make the mortgage payments directly to the Plaintiffs' lender. The Plaintiffs allege that the Defendants committed several instances of fraud and/or embezzlement in connection with the Thoroughbred Property sale. Judge Thuma opines that the only argument relevant to the section 727 claims is that the allegations fall short of the pleading standards set forth in Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007). The amended complaint recites that Defendants filed bankruptcy schedules reflecting that they do not own real property, when in fact they own five houses in El Paso, Texas. Defendants allegedly own the properties under various aliases, in an effort "to hinder and conceal property of the debtor." At best, these allegations form the basis for claims under sections 727(a)(2) and (a)(4). Plaintiffs' claims under subsections of section 727 must be dismissed pursuant to Rule 12(b)(6), made applicable by Bankruptcy Rule 7012. Judge Thuma concludes that essential allegations underpinning Plaintiffs' section 523(a) claims re-hash issues that have already been tried and ruled on by the Texas court. The claims, therefore, are barred by the doctrine of issue preclusion. Further, the complaint fails to state a claim under sections 727(a)(3), (a)(5), (a)(6), and (a)(7). Whether Defendants violated sections 727(a)(2) and/or (a)(4), however, survives for trial. The Court will enter a separate order on the motion to dismiss. The adversary proceeding is JOE JESS MONGE and ROSANA ELENA MONGE, Plaintiffs, v. FRANCISCO J. JAYME and ALICIA ROJAS, Defendants, Adv. No. 15-1079-t. (Bankr. D.N.M.). The bankruptcy case is In re: FRANCISCO J. JAYME and ALICIA ROJAS, Debtors, Case No. 15-10504-tl7 (Bankr. D.N.M.). A full-text copy of Judge Thuma's decision is available at https://is.gd/CRFyWd from Leagle.com. GARBER BROS.: Ch. 11 Conversion Okayed, Has Access to Cash ---------------------------------------------------------- The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts has granted Garber Bros., Inc., interim approval to use funds and assets of the Debtor constituting cash collateral subject to the security interest claimed by Citizens Bank, N.A., Zurich American Insurance Company, and the Massachusetts Department of Revenue as of the Petition Date as well as funds received and other cash collateral that are subject to replacement liens granted by the court order. Citizens Bank has signed a stipulation authorizing the Debtor's use of cash collateral pending a final hearing. The final hearing on the Debtor's use of cash collateral is scheduled for July 12, 2017, at 10:45 a.m. Objections to the Debtor's request must be filed not later than two full business days before the hearing. Commencing on July 15, 2017, on or before the 15th day of each month, the Debtor will submit to the Office of the U.S. Trustee and file with the Court a cash flow report showing a comparison for the prior calendar month of actual results of all items contained in the budget to the amounts originally contained in the budget. A copy of the Interim Order is available at: http://bankrupt.com/misc/mab17-11802-47.pdf About Garber Bros. Alleged creditors signed an involuntary Chapter 7 petition for Garber Bros., Inc. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017. The petitioning creditors are BIC USA, Conagra Brands, Inc., General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA The Coca-Cola Company, and The Hershey Company. The petitioning creditors are represented by: Janet E. Bostwick Janet E. Bostwick, PC 295 Devonshire Street Boston, MA 02110 Tel: (617) 956-2670 Fax : 617-422-1428 E-mail: jeb@bostwicklaw.com On June 7, 2017, the Court granted the motion of the Debtor to convert the case to Chapter 11. GENON ENERGY: Plan to Delever Balance Sheet by $1.75 Billion ------------------------------------------------------------ GenOn Energy Inc. and GenOn Americas Generation LLC commenced chapter 11 cases after obtaining overwhelming support from their key stakeholders of a restructuring that would, among other things, pay non-funded debt general unsecured creditors in full and give 100% of the equity of the reorganized company to unsecured noteholders. The Restructuring Support Agreement -- that sets for the terms of a Chapter 11 plan that would be filed in 15 days -- features the support of its current equity holder, NRG Energy, Inc. ("NRG"), and more than 90% in principal amount of the Debtors' funded debt. Through the restructuring, the Debtors will significantly delever their balance sheet by more than $1.75 billion and implement an orderly transition to a standalone power generation company better situated for success in the current market environment. Prepetition Capital Structure As of the Petition Date, the Debtors have approximately $2.5 billion in total funded debt. GenOn has approximately $1.83 billion in principal outstanding on three series of notes issued under a senior indenture dated December 22, 2004 (the "GenOn Senior Unsecured Notes"). Debtor GenOn Americas Generation, LLC ("GAG") has approximately $695 million in principal outstanding on two series of notes issued under a senior indenture dated May 1, 2001 (the "GAG Senior Unsecured Notes"). Wilmington Trust Company is the indenture trustee for the GenOn 7.875% Senior Notes due 2017, 9.50% Senior Notes due 2018, and 9.875% Senior Notes due 2020, (collectively, the "GenOn Notes"), and counsel thereto. Wilmington Savings Fund Society, FSB is the successor indenture trustee for the GAG 8.50% Senior Notes due 2021 and 9.125% Senior Notes due 2031, (collectively, the "GAG Notes"). Beyond this debt, on December 14, 2012, GenOn and Debtor NRG Americas, Inc. executed a secured intercompany revolving credit agreement with NRG (the "Intercompany Secured Revolver") that provides for a $500 million revolving credit facility. The facility is available for revolving loans and letters of credit. Certain of GenOn's subsidiaries are also guarantors under the Intercompany Secured Revolver. As of the Petition Date, approximately $125 million in cash borrowings and approximately $143 million of letters of credit were outstanding under the Intercompany Secured Revolver. Challenging Environment Mark A. McFarland, the Chief Executive Officer of GenOn Energy, explains that since NRG's acquisition of GenOn in December 2012, the value of GenOn has dropped significantly and it has been unable to generate profits sufficient to service its legacy capital structure and, in particular, five unsecured senior note issuances totaling approximately $2.525 billion in unpaid principal as of the date hereof. With just $885 million in cash on hand as of March 31, 2017 -- and $387 million of this cash "trapped" in two operating subsidiaries with strict lease restrictive payment covenants -- GenOn faces an impending maturity of $691 million of its senior unsecured notes on June 15, 2017. Further, $1.064 biillion of additional senior unsecured notes will mature over the next four years. A challenging market environment exacerbated the Debtors' financial distress: * Over the past five years, demand for power in the United States has been generally flat with no expectation for growth. * In the same period, total generating capacity has grown as new generating capacity has surpassed power plant retirements. The Debtors have been hurt by the glut of new power sources with a lower marginal generating price than the Debtors' older, less efficient fleet. * Prices for natural gas (which has been challenging coal as the leading fuel source for power generation in the United States) have dropped and are now magnitudes below what NRG, GenOn, and the market expected in 2012. Natural gas prices from the merger through today have dropped significantly and remained at their lowest levels in the past 20 years. * This combination has caused energy and capacity prices to fall. So has the Debtors' profitability as a result. Chapter 11 Restructuring Facing these challenges and having spent the past year analyzing their options to address the near- and long-term maturities on their senior unsecured notes, the Debtors have concluded that commencing these chapter 11 cases now is their best path forward to implement a restructuring that will withstand current market challenges, maximize the value of their assets, and address liquidity needs. Notwithstanding these market pressures, the Debtors were able to build consensus for the global restructuring contemplated by the Restructuring Support Agreement, which is supported by their current equity holder, NRG, and more than 90% of the holders of the GenOn Senior Unsecured Notes and more than 90% of the holders of the GAG Senior Unsecured Notes. Through the Restructuring Support Agreement, the Debtors will, among other steps: * Equitize approximately $2 billion in debt at a time when GenOn lacks sufficient cash and faces limited options to raise additional funds short of issuing new debt or selling power plants through a sweeping asset divestiture plan; * Refinance another $695 million in legacy debt; * Transition to a standalone enterprise with a leaner capital and operating structure that is better suited for today's market challenges; and * Implement a global settlement of potential claims and causes of action against NRG. This settlement provides substantial cash and non-cash consideration, including a $261.3 million cash contribution, a pension contribution worth approximately $13.2 million, a $27 million credit against amounts GenOn owes under the Shared Services Agreement, discounted services under the Shared Services Agreement, and certain tax-related concessions. Consistent with the Restructuring Support Agreement's milestones (and considering certain adverse tax consequences that may occur from delay), the Debtors expect to move through chapter 11 expeditiously with a target emergence before year's end. The Debtors will emerge ready to tackle 2018's market challenges and a timely chapter 11 process will create limited business interruptions. About GenOn Energy GenOn Energy, Inc. is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. On April 11, 2010 Mirant announced it was merging with RRI Energy, a company formerly known as Reliant Energy. The merger, which was completed on December 3, 2010, resulted in a company known as GenOn Energy. NRG Energy completed its acquisition of GenOn Energy in December 2012 for $6 billion. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. On June 14, 2017, GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 59 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. The Debtors have sought joint administration of their cases for procedural purposes and all pleadings will be maintained on the case docket for Case No. 17-33695. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Epiq Systems, Inc., is the claims and noticing agent. GENON ENERGY: To Emerge as Stand-Alone Entity Owned by Noteholders ------------------------------------------------------------------ GenOn Energy Inc. and GenOn Americas Generation LLC, the power producers purchased by NRG Energy, Inc., five years ago for $6 billion in cash, stock and assumed debt, have filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in Houston after reaching terms of a restructuring with parent NRG Energy, and holders of more than 90% in principal amount of GenON and GAG's funded debt. The parties' Restructuring Support Agreement, and the Chapter 11 Plan contemplated thereby, will implement a comprehensive restructuring that, among other things, is expected to delever the GenOn Entities' balance sheet by approximately $1.75 billion, facilitate GenOn's transition to a standalone power generation company, and consensually resolve potential claims the GenOn Entities may have against NRG in connection with, among other things, the services agreement, dated as of December 20, 2012 (the "Shared Services Agreement"), by and between NRG and GenOn. On June 12, 2017, GenOn, GAG, and certain of their directly and indirectly-owned subsidiaries entered into a restructuring support and lock-up agreement (the "RSA") with NRG Energy, certain holders representing greater than 93% in aggregate principal amount of GenOn's outstanding senior unsecured notes (the "GenOn Notes") and certain holders representing greater than 93% in aggregate principal amount of GAG's outstanding senior unsecured notes (the "GAG Notes"). The RSA sets forth, subject to certain conditions, the commitments of the GenOn Entities, NRG, and the Consenting Holders to support certain restructuring and recapitalization transactions with respect to the GenOn Entities' capital structure. The Restructuring will be effectuated through a prearranged plan of reorganization (the "Plan") to be filed in connection with voluntary Chapter 11 cases commenced by the GenOn Entities. The principal terms of the RSA and the Restructuring contemplated thereby are: * Shared Services Agreement. NRG will allow for and facilitate a transition of shared services to a third party services provider, but will continue to provide such services during the transition period as follows: (1) NRG will provide GenOn with transition services at a rate of $84 million on an annualized basis during the pendency of the Chapter 11 Cases; and (2) if the Settlement is approved by the Bankruptcy Court, NRG will provide GenOn with (i) shared services at no charge for two months post-emergence and (ii) an option for up to two, one-month extensions for transition services at an annualized rate of $84 million post-emergence. In addition, if the Settlement is approved by the Bankruptcy Court, GenOn will retain a $27 million credit against amounts owed to NRG for the post-petition period under the current shared services agreement, provided that to the extent GenOn has paid for services during the bankruptcy proceedings and the aforementioned credit has not been applied in full, NRG Will, upon request by GenOn, reimburse such payments in cash up to the amount of any unused portion of the credit. * NRG Settlement Terms. In exchange for full releases from GenOn, GAG and the Consenting Holders, NRG will provide settlement consideration of: (a) $261.3 million in cash; (b) continued and amended shared services as set forth; (c) retention of certain historic pension liabilities under the existing NRG pension plans (including payment of approximately $13.2 million of 2017 pension contributions due on account of GenOn employees); and (d) other consideration in varying forms. In addition, NRG will consent to the cancellation of its equity interests in GenOn and will be entitled to the related worthless stock deduction for federal income tax purposes, provided that the Plan will provide for the implementation of an exit structure in a manner that resolves any material adverse tax consequences to reorganized GenOn or its subsidiaries or any entities established by the creditors of GenOn to acquire the assets of GenOn. The RSA will be subject to termination in the event the GenOn Entities, the committee of certain Consenting Holders of GenOn Notes (the "GenOn Steering Committee"), and NRG fail to reach agreement on a proposal to address any material adverse impact of the worthless stock deduction by the earlier of (i) the date of entry of the Disclosure Statement Order and (ii) October 15, 2017. * Cooperation Agreement. The GenOn Entities, NRG and the GenOn Steering Committee will enter into a cooperation agreement, pursuant to which (i) as it relates to certain projects on GenOn and GAG properties, the Consenting Holders, NRG and the GenOn Entities will cooperate in good faith to maximize the value of such assets and to ensure that adjacent projects will not be materially adversely impacted by the economic implications of any such projects and (ii) NRG will provide "make-whole payments" to compensate certain owners of such assets from any economic losses suffered as a result of such projects to the extent provided in the existing Shared Facilities Agreement. NRG will represent in the Settlement Agreement that there will be no such material adverse impact as a result of the completion of certain projects, subject to the Consenting Holders' right to terminate the RSA if such representation cannot be made, after an opportunity for NRG to cure. * Letter of Credit Facility. NRG Will provide the GenOn Entities with a fully cash collateralized letter of credit facility (the "LC Facility") in an amount not to exceed $330 million. The LC Facility will be used for the issuance of new and replacement letters of credit following commencement of the Chapter 11 Cases for hedging, regulatory and other credit support needs of the GenOn Entities; provided nothing shall preclude the GenOn Entities from obtaining one or more LC Facilities from a third party, in addition to or in replacement of any LC Facility provided by NRG, which, together with any LC Facility provided by NRG, shall not exceed $330 million. * Exit Financing. Reorganized GenOn and, subject to certain exceptions, the wholly-owned material subsidiaries of reorganized GenOn will enter into exit financing (the "Exit Financing") consisting of (i) a senior secured revolving credit facility to be provided to the extent necessary to fund the reorganized GenOn Entities' working capital and other operational needs (the "Exit Credit Facility") with the commercial lending institutions providing such Exit Credit Facility (the "Lender Parties") and (ii) an issuance of secured notes in an aggregate principal amount of up to $900,000,000 (the "New Notes"). Certain Consenting Noteholders will have the right, but not the obligation, to purchase a share of New Notes in an offering (the "Notes Offering") to be conducted in accordance with certain procedures (the "Notes Offering Procedures") to be agreed by GenOn and certain Consenting Holders committing to "backstop" the Notes Offering (such parties, the "Backstop Parties"), pursuant to that certain backstop commitment letter (the "Backstop Commitment Letter") entered into contemporaneously with the RSA. GenOn will offer these rights to certain Backstop Parties and to holders of GenOn Notes that are either "accredited investors" within the meaning of Rule 501(a) of the Securities Act of 1933 (the "Securities Act") or "qualified institutional buyers" within the meaning of Rule 144A of the Securities Act (collectively, the "Rights Recipients"). The aggregate principal amount of New Notes to be issued in the Notes Offering may be reduced by the amount of certain non-ordinary course asset sales by reorganized GenOn and its subsidiaries or as mutually agreed by GenOn and certain of the Backstop Parties. The final terms and conditions of the Exit Financing will be subject to the Notes Offering Procedures and definitive documents acceptable to the GenOn Entities, the Backstop Parties, and the Lender Parties, as applicable. * GenOn Noteholders. Holders of GenOn Notes will receive (i) 100% of the equity of reorganized GenOn, together with the other consideration contemplated by the Plan, subject to dilution by the management incentive plan to be adopted by reorganized GenOn upon emergence, (ii) if such noteholder has executed the RSA (except as otherwise determined by the GenOn Entities in their sole discretion), such noteholder's pro rata portion of (a) a cash payment of approximately $75 million and (b) such other cash for distribution as agreed to by the GenOn Entities and the GenOn Steering Committee, and (iii) subject to certain eligibility restrictions, rights to participate pro rata in the offering of the New Notes. * GAG Noteholders. Holders of GAG Notes will receive (i) cash in the amount of $920 per $1,000 principal amount of such GAG Notes, plus accrued and unpaid interest through the date of the initial bankruptcy petition filing and (ii) if such noteholder has executed the RSA (except as otherwise determined by the GenOn Entities in their sole discretion), such noteholder's pro rata portion of (a) a cash payment of approximately $14.1 million and (b) beginning on the date that is 180 days following the Petition Date, liquidated damages accruing at an annual rate of 6% of the aggregate principal amount of GAG Notes outstanding plus accrued interest as of the Petition Date. The RSA requires the GenOn Entities, NRG and the Consenting Holders to support the Restructuring and the consummation of the Plan. The obligations include, among others: (i) voting all held claims in favor of the Plan; (ii) negotiating in good faith additional documentation to implement the Restructuring and the Plan; (iii) supporting the GenOn Entities in obtaining various court approvals, including with respect to the Settlement and the LC Facility to be provided; (iv) not supporting or participating in alternative transactions and/or restructurings of the GenOn Entities; and (v) supporting certain releases, exculpation, injunction, and discharge provisions. Pursuant to the RSA, the GenOn Entities agreed not to directly or indirectly object to, delay, impede, or take any other action to interfere with or delay the acceptance, implementation, or consummation of the Restructuring; provided that nothing in the RSA shall require the GenOn Entities, nor any of the GenOn Entities' directors, managers, and officers, to take or refrain from taking any action (including, without limitation, terminating the RSA pursuant to the terms and conditions thereof) to the extent such person or persons determines based on advice of counsel that taking such action, or refraining from taking such action, as applicable, would be inconsistent with applicable law or his or her fiduciary obligations under applicable law. Plan Filing by Month's End The RSA includes these milestones, among others: (i) the Petition Date will have occurred no later than June 15, 2017; (ii) no later than 15 days after the Petition Date, the Debtors shall file the Plan, the Disclosure Statement, and the motion to approve the Disclosure Statement; (iii) no later than 15 days after the Petition Date, the Debtors shall file the motion to authorize the Debtors to solicit participation in the New Secured Notes Offering and to approve the Notes Offering Procedures; (iv) the Debtors will commence, subject to the availability of the Bankruptcy Court, a hearing on approval of the Disclosure Statement Order and the Notes Offering Approval Order no later than 60 days after the Petition Date, and the Bankruptcy Court shall have entered the Disclosure Statement Order and the Notes Offering Approval Order no later than 90 days after the Petition Date; (v) no later than 15 days after entry of the Disclosure Statement Order, the Debtors shall have commenced the solicitation of votes on the Plan; (vi) the Bankruptcy Court shall have entered the Backstop Approval Order no later than 150 days after the Petition Date; (vii) the Debtors will commence, subject to the availability of the Bankruptcy Court, a hearing on confirmation of the Plan and entry of the Confirmation Order, which shall also be an order approving the Settlement and the Settlement Agreement, to be held on a date that is no later than 60 days after entry of the Disclosure Statement Order, and the Bankruptcy Court shall have entered the Confirmation Order no later than 150 days after the Petition Date; and (viii) the effective date of the Plan (the "Plan Effective Date") shall have occurred no later than the earlier of (a) 15 days after entry of the Confirmation Order, and (b) 180 days after the Petition Date; provided, that, if regulatory approvals associated with the Restructuring Transactions remain pending as of such date, the Plan Effective Date will have occurred no later than the earlier of (y) 45 days after entry of the Confirmation Order, and (z) 210 days after the Petition Date (the "Outside Date"). A copy of the Restructuring Support Agreement filed with the Securities and Exchange Commission is available at: https://is.gd/Yk7OS9 Parties' Advisors Quinn Emanuel Urquhart & Sullivan, LLP, is counsel to the Ad Hoc Steering Committee of GAG Notes. The Ad Hoc Committee's steering committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Ropes & Gray LLP is counsel Ad Hoc Committee of GenOn Note and GAG Notes, i.e. the committee of certain Holders of GenOn Notes and GAG Notes. Ropes & Gray can be reached at: Keith H. Wofford, Esq. Stephen Moeller-Sally, Esq. Marc B. Roitman, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Fax: 212.596.9090 E-mail: keith.wofford@ropesgray.com ssally@ropesgray.com marc.roitman@ropesgray.com Counsel for NRG Energy, Inc.: Baker Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Attn: C. Luckey McDowell Ian E. Roberts About GenOn Energy GenOn Energy, Inc. is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. On April 11, 2010 Mirant announced it was merging with RRI Energy, a company formerly known as Reliant Energy. The merger, which was completed on December 3, 2010, resulted in a company known as GenOn Energy. NRG Energy completed its acquisition of GenOn Energy in December 2012 for $6 billion. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. On June 14, 2017, GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 59 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. The Debtors have sought joint administration of their cases for procedural purposes and all pleadings will be maintained on the case docket for Case No. 17-33695. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Epiq Systems, Inc., is the claims and noticing agent. GOLDEN MARINA: Wants Aug. 22 Exclusive Solicitation Deadline ------------------------------------------------------------ Golden Marina Causeway LLC asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend by two months or until Aug. 22, 2017, the exclusive period in which only the Debtor can propose and solicit acceptances for a plan. A hearing will be held on June 20, 2017, at 9:30 a.m. to consider the Debtor's request. Absent an extension, the exclusivity period will expire on June 20, 2017. The Debtor has sold its major asset, has filed a plan and disclosure statement, has solicited votes on that plan, and will seek confirmation of the plan at a hearing on June 27, 2017. The Debtor, along with Lawrence Fromelius and L. Fromelius Investments Properties LLC (both of whom are debtors in their own Chapter 11 cases), also engaged in extensive negotiations with the Anne Marie Barry Trust, its main creditor, over the terms of its plan. The Debtor has filed a negotiated plan and served the plan and disclosure statement on its creditors. A hearing on confirmation of the plan is scheduled for June 27, 2017. About Golden Marina Causeway, LLC Golden Marina Causeway LLC owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. Golden Marina Causeway, LLC, based in Downers Grove, Illinois, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-03587) on Feb. 5, 2016. The petition was signed by Lawrence D. Fromelius, manager. The Debtor is represented by Jeffrey K. Paulsen, Esq., at The Law Office of William J. Factor, Ltd. The Debtor also hired Nijman Franzetti LLP as special counsel. Golden Marina's case was assigned to Judge Carol A. Doyle, and later transferred to the chambers of Judge Donald R. Cassling. Golden Marina estimated assets and liabilities at $1 million to $10 million at the time of the filing. Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. On July 2, 2015, L. Fromelius Investment Properties LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code under Case No. 15-22943. Mr. Fromelius is the sole member of Investment Properties. He is also the sole member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. GRUDEN ACQUISITION: Moody's Rates New $470MM 1st Lien Loan B2 ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Gruden Acquisition, Inc.'s proposed upsized $470 million senior secured first-lien term loan due 2022. Moody's also affirmed the company's B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR), as well as the B2 rating for its existing senior secured (first-lien) term loan due 2022 and the Caa2 rating for its $120 million senior secured (second-lien) term loan due 2023. The rating outlook remains negative. In a proposed transaction, Quality Distribution will upsize its existing first-lien term loan due 2022 by $60 million, using the proceeds to repay the same amount of ABL revolver outstandings. The transaction improves the company's near-term liquidity profile by increasing availability under the ABL to over $90 million as of April 2017. However, Moody's expects that likely borrowings under the facility to fund acquisitions will unwind the immediate benefit associated with this development. And while backstop liquidity improves modestly, overall liquidity is seen to be eroding somewhat according to the rating agency, as interest expense will increase by about $5 million annually given the higher pricing that would apply to both the new add on and the existing term loan. Moody's continues to assess Quality Distribution's key credit metrics as being weak for the B3 rating category, in particular its debt-to-EBITDA of about 8.0 times and, more notably, its EBIT-to-interest of less than 0.5 times. However, the rating affirmation reflects Moody's expectation that revenue trends will improve with modest organic growth in the intermodal and chemical segments, and that operating margins will benefit through affiliate conversions and cost reductions, which in addition to the earnings contribution from recent acquisitions will result in modest de-leveraging over the next year. Additionally, Moody's expects cash flow will gradually improve, powered by these evolving trends and notwithstanding some initial pressure associated with the extra interest carry. Moody's noted in its report that any lack of consistent progress as relates to improving operating results, or any incremental end market challenges or deterioration in liquidity provisions would likely result in the ratings coming under downward pressure. The rating outlook remains negative, reflecting continued negative free cash flow generation, reduced operating margins, and expectations of credit metrics that will remain weak over the next 12 months. The following ratings were affected by these actions: Issuer: Gruden Acquisition, Inc. Proposed $470 million senior secured first-lien term loan due 2022, assigned at B2 (LGD3) Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD $410 million outstanding senior secured first-lien term loan due 2022, affirmed at B2 (LGD3), to be withdrawn upon repayment $120 million senior secured second-lien term loan due 2023, affirmed at Caa2 (LGD5) Outlook, remains Negative RATINGS RATIONALE Quality Distribution's B3 CFR reflects the company's highly leveraged capital structure, with debt-to-EBITDA of approximately 8.0 times as of March 31, 2017, and Moody's expectation that the balance sheet will continue to be strained by excess debt over at least the next 12 to 18 months, as the company slowly recovers from the sharp declines in sales and profitability of the last few years (all metrics incorporate Moody's standard accounting adjustments). Also factored into the rating is the company's currently weak interest coverage of less than 0.5 times, which will also remain weak. Quality Distribution's energy market exposure, while reduced to about 4% in 2016 from almost 20% two years earlier, is expected to continue to remain a drag on operating performance. However, Moody's notes that efforts to restructure the Energy Logistics business and reposition assets for use within its Chemical Logistics business are expected to offset some of the margin contraction. Financial policy remains a rating constraint due to the company's private equity ownership, as well as the potential for second-lien debt repurchases at current discounted levels. Debt-funded acquisition activity, given the company's highly acquisitive profile, also presents risks, including potentially higher leverage, reduced liquidity and performance of acquisitions below expectations. Counterbalancing these risks is Quality Distribution's strong market position as the largest North American bulk chemicals logistics company, as well as positive longer-term fundamentals for the key end markets it serves within the broader chemicals sector. The Quality Carriers business (domestic bulk chemicals) has historically been a relatively stable performer, and the company's higher margin Boasso/Intermodal segment (export/import bulk chemicals) - which will benefit from its expansion through recent acquisitions - continues to deliver positive results. Barriers to entry created by the significant cost and difficulty in replicating the company's extensive infrastructure will also help to protect its market share. Quality Distribution's flexible, variable cost, affiliate-based operating model would also provide some downside protection if market conditions were to weaken further. The company's strategy of affiliate conversion and various cost reduction initiatives should result in operating margin improvement, while recently completed acquisitions will contribute to higher EBITDA. The company also maintains an adequate liquidity profile, supported by good revolver availability and ample room under the springing financial covenant in the credit agreement, which will provide some financial flexibility as it continues to take measures to restore stronger operating profitability and free cash flow generation. The ratings for the senior secured term loans reflect the overall probability of default for Quality Distribution, which Moody's rates B3-PD. The B2 rating on the first-lien term loan is one notch above the CFR, reflecting its senior position in the capital structure and the first-loss protection provided by $120 million of second-lien debt. The Caa2 rating for the second-lien term loan reflects the facility's lien subordination to approximately $600 million of more senior debt, which includes a $125 million asset-based revolving credit facility (unrated) that has a first-priority claim on the company's most liquid assets. The outlook could be stabilized if the company demonstrates consistent organic revenue growth, operating margin improvement which would contribute to deleveraging, and begins to generate positive free cash flow. An upgrade of Quality Distribution's ratings is unlikely in the intermediate term, given the company's recent deterioration in operating performance and credit metrics that are currently very weak compared with those of many similarly rated industry peers. However, positive rating actions could be taken if the company demonstrates a strong positive trend in EBITDA growth and free cash flow generation such that Debt-to-EBITDA trends below 5.5 times and EBIT-to-interest expense rises above 1.5 times. The ratings could be downgraded if the company's liquidity profile deteriorates, either as a result of sustained negative free cash flow generation or diminished availability under its revolving credit facility. Increasing debt leverage or further declines in interest coverage could also result in negative rating actions. In addition, significant repurchases of debt at distressed prices could prompt downgrades. The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. Gruden Acquisition, Inc. was formed to effectuate the acquisition of Quality Distribution, Inc., the parent company of Quality Distribution, LLC, by Apax Partners in August 2015. Quality Distribution, headquartered in Tampa, Florida, is the largest North American transporter of bulk liquid and dry bulk chemicals. The company is also a provider of intermodal tank container and depot services primarily through its wholly-owned subsidiary, Boasso America Corporation. The company also provides transportation services to the energy sector through its Energy Logistics business. Revenue for the twelve months ended March 31, 2017 totaled approximately $811 million. HAMMONDS TRANSPORTATION: Cash Use Has Interim Approval ------------------------------------------------------ The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana has authorized Hammond's Transportation LLC to use cash collateral on an interim basis. A final hearing on the Debtor's cash collateral use will be held at 11:00 a.m. on June 20, 2017. The Debtor acknowledges and stipulates that it is indebted to Whitney Bank in an amount of not less than $500,000 and that this indebtedness is secured by a first priority security interest in favor of Whitney in the Debtor's bank accounts and all of its accounts receivable and the proceeds thereof. In addition the Debtor stipulates to the existence of Whitney Bank's Irrevocable Letter of Credit SB75090L issued on or about April 12, 2017, in favor of Beneficiary KentMitchell Bus Sales & Services, LLC, and that if its terms are met and if drawn will give rise to an allowed claim against the estate in favor of Whitney Bank in the amount of $200,000. The Debtor is authorized to use, on an emergency interim basis, cash collateral, including, but not limited to all revenue collected in the ordinary course of business that is subject to Whitney Bank's security interests for the specific purposes of meeting its payroll, fuel, insurance, and ongoing operational expenses and other ordinary course of business, in the amount of $200,860. The Debtor is authorized to grant Whitney Bank adequate protection to the extent of Diminution in the value of the prepetition collateral, as follows: (a) Whitney Bank is granted valid, enforceable and fully perfected, replacement liens and security interests in all of the property, assets or interests in property or assets of the Debtor and all property of the estate; (b) super priority administrative claim, provided there being a carve out of $50,000 for allowed fees and expenses of approved professionals in the case and the fees of the Office of the U.S. Trustee and court costs; and (d) the providing of financial and operational reports to Whitney Bank. A copy of the Interim Order is available at: http://bankrupt.com/misc/laeb17-11350-33.pdf About Hammond's Transportation Hammond's Transportation LLC -- https://hammondstransportation.com/ -- maintains a fleet of school buses, vans and a staff of drivers, and provides service to any group or organization throughout the Greater New Orleans area. Based in New Orleans, Louisiana, Hammond's Transportation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11350) on May 25, 2017. Mark Hammond, authorized member, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $1 million to $10 million. Judge Elizabeth W. Magner presides over the case. Christopher T. Caplinger, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard serves as its legal counsel. HARBORVIEW TOWERS: Court Denies Confirmation of 2nd Amended Plan ---------------------------------------------------------------- Judge James F. Schneider of the U.S. Bankruptcy Court for the District of Maryland denied confirmation of the Council of Unit Owners of the 100 Harborview Drive Condominium's second amended plan of reorganization, with leave to amend. The Debtor is an unincorporated condominium association, comprised of "any person, firm, corporation, trust or other legal entity . . . holding legal title to a condominium unit" in the building located at 100 Harborview Drive. The owners of penthouse units 4A and 4C have been engaged in protracted litigation against the debtor. On Dec. 21, 2016, the debtor proposed the Amended Plan of Reorganization, which, as modified by the Second Amended Plan of Reorganization, filed on Feb. 23, 2017, is before the Court for confirmation. The objections of PH4A, PH4C, Baltimore Gas & Electric and the United States Trustee remain after the lengthy confirmation hearing. Among the issues raised by PH4C is that the plan must be filed in good faith. Judge Schneider has determined that the Plan was filed in good faith, having considered the totality of the circumstances. These include the necessity for filing of the instant Chapter 11, the numerous disputes and lawsuits filed against the debtor by the objecting penthouse owners, their objections to the disclosure statement and to confirmation and the abundance of evidence of good faith presented at the hearing. The Court also finds that the debtor has proposed the Plan which provides a 100% distribution to all creditors, "with the legitimate and honest purpose of reorganizing and maximizing both the value of [its] Estate and the recovery to Claimants[,]" regardless of whether or not the plan is confirmable. Therefore, this objection is overruled. The penthouse owners have also relied upon the Rooker-Feldman Doctrine, res judicata and collateral estoppel to control the governance of a condominium association of which 400 others are members. In bankruptcy, federal law controls the priorities of creditors and the classification of their claims. However, because this Court is bound by the doctrines of res judicata and collateral estoppel to recognize prior state court orders where possible, to be confirmable, any plan of reorganization must accord full faith and credit to damage awards and contempt sanctions imposed against the debtor. Judge Schneider rules that the court has no power to excuse the debtor from the consequences of its contempt for violating valid state court orders. Each objecting creditor has raised 11 U.S.C. section 1129(b) as a barrier to confirmation. Section 1129(b) is applicable once all the requirements of 1129(a) other than paragraph (8) are met. Cramdown is unnecessary as Judge Schneider has determined that the Plan is not confirmable pursuant to 1129(a)(1). A full-text copy of Judge Schneider’s Memorandum Opinion dated June 9 is available at: http://bankrupt.com/misc/mdb16-13049-403.pdf Council of Unit Owners of the 100 Harborview Drive Condominium, Debtor, represented by Lisa Yonka Stevens, Yumkas, Vidmar, Sweeney & Mulrenin, LLC, Paul Sweeney, Yumkas, Vidmar, Sweeney & Mulrenin, LLC & Craig B. Zaller, Nagle & Zaller, P.C.. US Trustee, U.S. Trustee, represented by Hugh M. Bernstein, Office of U.S. Trustee. Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. The petition was signed by Dr. Reuben Mezrich, president. The Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to the case. The Debtor estimated assets and liabilities at $10 million to $50 million. HAREMU HOLDINGS: Wants to Use BB&T and U.S. Small Business' Cash ---------------------------------------------------------------- The Women's Health Institute of Macon, PC, and ELO Outpatient Surgery Center, LLC, filed a joint motion seeking permission from the U.S. Bankruptcy Court for the Middle District of Georgia to use cash collateral. Branch Banking and Trust Company and U.S. Small Business Administration may claim to hold security interests in accounts receivable and inventory of the Debtors. BB&T and U.S. Small Business' claims total approximately $4.20 million, plus interest. BB&T and U.S. Small Business' claims are secured by real estate having an appraised value of $5.50 million, plus equipment and accounts receivable valued at over $2 million. The Debtors say that without their use of the revenues, the value of their property will decrease, because goodwill and going concern value of the business will be diminished or lost. If necessary expenses are not paid, the Debtors will not be able to make payroll and maintain their businesses. Payment of these expenses is necessary to ensure the maintenance of future revenues. The Debtors propose to use the revenues of operations to pay Operating expenses incurred in the normal course of its business. As adequate protection, the Debtors propose to grant BB&T and U.S. Small Business post-petition security interest in post-petition receivables and proceeds to the same extent and priority that they held prepetition security interest in receivables to the extent of cash collateral used. A copy of the Debtors' request is available at: http://bankrupt.com/misc/gamb17-51197-8.pdf About Women's Health Institute Macon, Georgia-based Women's Health Institute Of Macon PC is a group practice with one location specializing in family medicine and Obstetrics & Gynecology. ELO Outpatient Surgery Center's specialty is listed as ambulatory surgical. Affiliated debtors Haremu Holdings, LLC (Bankr. M.D. Ga. Case No. 17-51195), The Women's Health Institute of Macon, PC (Bankr. M.D. Ga. Case No. 17-51196), and ELO Outpatient Surgery Center, LLC (Bankr. M.D. Ga. Case No. 17-51197) on June 5, 2017. The petitions were signed by Emeka Umerah, managing member. Judge James P. Smith presides over the cases. Wesley J. Boyer, Esq., at Boyer Law Firm, L.L.C., serves as the Debtors' bankruptcy counsel. Haremu Holdings estimated assets and liabilities at between $1 million and $10 million each. The Women's Health Institute estimated assets at between $1 million and $10 million and liabilities between $500,000 and $1 million. ELO Outpatient Surgery estimated its assets between $100,000 and $500,000 and its liabilities between $500,000 and $1 million. HILTZ WASTE: May Use Cash Collateral Until July 18 -------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has approved the agreed terms of Hiltz Waste Disposal, Inc.'s further use of cash collateral through the continued hearing, which will be held on July 18, 2017, at 11:00 a.m. Objections to the cash collateral use must be filed by July 14, 2017, at 4:30 p.m. The Debtor will submit updated financials by July 14, 2017, at 4:30 p.m. for the period June 1, 2017, through Sept. 30, 2017. A copy of the court order is available at: http://bankrupt.com/misc/mab16-13459-128.pdf The Court previously approved the agreed terms of the continued cash collateral use through the continued hearing scheduled for June 7, 2017. About Hiltz Waste Disposal Hiltz Waste Disposal, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13459) on Sept. 7, 2016. Deborah S. Hiltz, president, signed the petition. The Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Joan N. Feeny. Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP, serves as counsel to the Debtor. Silverman, Avila & Gershaw, CPAs, is the Debtor's accountants. The Official Committee of Unsecured Creditors formed in the case retained Morrissey Wilson & Zafiropoulos, LLP, as counsel to the Committee, effective as of Oct. 19, 2016. IDERA INC: Moody's Affirms B3 CFR & Rates 1st Lien Loans B2 ----------------------------------------------------------- Moody's Investors Service affirmed Idera, Inc.'s B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned a B2 rating to the company's proposed first lien term loan and revolving credit facility and a Caa2 rating to the proposed second lien term loan. The rating action follows Idera's announcement of plans to refinance its debt structure and return capital to its existing shareholders in conjunction with a partial sale of Idera to HGGC LLC ("HGGC"). Proceeds of the financing will also be used, in part, to fund a pending acquisition, resulting in an increase in total leverage of roughly 2x. Moody's will withdraw the existing ratings on the company's first and second lien credit facilities upon completion of the planned financing. The outlook remains stable. Moody's affirmed the following ratings: Corporate Family Rating, B3 Probability of Default Rating, B3-PD Moody's assigned the following ratings: $30 Million Senior Secured First Lien Revolving Credit Facility due 2022, B2 (LGD3) $525 Million Senior Secured First Lien Term Loan due 2024, B2 (LGD3) $175 Million Senior Secured Second Lien Term Loan due 2025, Caa2 (LGD5) The ratings outlook remains stable. RATINGS RATIONALE The B3 CFR reflects the credit risks associated with Idera's relatively small revenue base and narrow market focus, high debt/EBITDA leverage (Moody's adjusted), acquisitive growth strategy, and aggressive financial policy. Pro forma for the pending acquisition and dividend distribution to shareholders, LTM debt/EBITDA stood at just over 7x as of March 31, 2017 with little deleveraging expected over the coming year. The rating also factors in the potential for the company to pursue additional shareholder distributions and acquisitions over the intermediate term which could constrain deleveraging efforts. However, the risks associated with Idera's credit profile are partially offset by the company's largely recurring revenue base and a wide-ranging product suite that helps database and system administrators and other application users improve the overall availability and performance of their information technology (IT) systems. Idera's adequate liquidity position is supported by approximately $10 million of pro forma cash on the company's balance sheet following the completion of the financing as well as Moody's expectation of nearly $40 million of free cash flow generation before dividends in FY18 (ending March). The company's liquidity is further bolstered by an undrawn $30 million revolving credit facility which is subject to a springing covenant that is not expected to be in effect over the next 12-18 months, as excess availability should remain above minimum levels. The stable ratings outlook reflects Moody's projection for mid-single digit pro forma annual top-line growth over the coming year as Idera benefits from expanding new license sales as well as pricing on maintenance renewals. Concurrently, Moody's expects limited margin improvement as the company begins to realize potential cost synergies from a pending acquisition, leading to modest deleveraging during this period. What Could Change the Rating - Up The ratings could be upgraded if Idera adheres to more conservative financial policies while effectively expanding revenues and EBITDA such that adjusted leverage and FCF/debt are expected to be sustained around 6x and at about 5%, respectively. What Could Change the Rating - Down The ratings could be downgraded if Idera adopts more aggressive financial policies, revenue contracts materially from current levels, or the company begins to generate free cash flow deficits leading to expectations for diminished liquidity. The principal methodology used in these ratings was Software Industry published in December 2015. Idera is in the process of being acquired by HGGC which will own a partial stake in the company with TA Associates, Idera is a database-centric software provider and also offers clients a suite of complementary performance monitoring and application development tools. INSTITUTE OF CARDIOVASCULAR: Has Until Aug. 14 to File Ch. 11 Plan ------------------------------------------------------------------ Judge Jerry Funk of the U.S. Bankruptcy Court for the Middle District of Florida has extended Institute of Cardiovascular Excellence, PLLC, and its affiliated Debtors' exclusive period to file a Chapter 11 plan and disclosure statement through August 14, 2017, as well as their exclusive period in which to solicit acceptances of a plan through October 16, 2017. The Troubled Company Reporter has previously reported that the Debtors told the Court that although the sale process of their assets had already been completed, they, however, were still examining claims and possible objections. The Debtors asserted that dispositions will have material impact on the formulation of a plan. In addition, the Debtors said that they were also attempting to collect all receivables for the estate. The Debtors further said that it will be in a better position to determine whether significant distributions to unsecured creditors will be made once the funds retrieved will be more certain, and the administrative costs will be ascertained. About Institute of Cardiovascular Excellence, PLLC Institute of Cardiovascular Excellence, PLLC, based in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-01491) on April 20, 2016. The petition was signed by Asad Qamar, manager. Judge Jerry A. Funk presides over the case. The Debtor estimated $0 to $50,000 in assets and $10 million to $50 million in liabilities at the time of the filing. The Debtor is represented by Aaron A Wernick, Esq., at Furr & Cohen, PA. The Debtor employed Jameson Vicars of Jameson Vicars & Co., CPAS as Accountant; Tracy Mabry Law, PA. as special counsel; and Ackerman, LLP as special transactional counsel. No official committee of unsecured creditors has been appointed in the case. KEMET CORP: Projects Net Sales to Grow at 2.2% CAGR from 2017-2022 ------------------------------------------------------------------ Per Loof, KEMET's chief executive officer and William M. Lowe, Jr., executive vice president and chief financial officer, of KEMET Corporation, provided certain investor information, including an investor presentation commencing on Tuesday, June 6, 2017, in San Francisco, CA at 9:45 am pacific standard time. The slide package prepared by the Company for use in connection with this presentation is furnished with the Securities and Exchange Commission at https://is.gd/1Yg907 The Company provided the following forecast assumptions: * Total net sales are projected to grow at a 2.2% CAGR from FY 2017 to FY 2022 * Combined gross margin is projected to expand from 23.6% in FY 2017 to 26.5% in FY 2022 * Total Adjusted EBITDA (excluding unrealized synergies) is projected to grow at a 7.8% CAGR from FY 2017 to FY 2022. Depreciation expense of approximately $57 million prior to purchase accounting effcts * Synergies of $11.3 million, $11 million and $8.4 million are projected for FY 2018, FY 2019 and FY 2020, respectively * One-time equivalent cash costs to achieve projected overhead reductions of $9 million, $7 million and $4 million in FY 2018, FY 2019 and FY 2020, respectively * Capital expenditures are projected to increase to support increased production capacity to meet additional demand, primarily for polyer products * Working capital is projected to remain consistent as a percentage of Net Sales. All of the information in the slide package is presented as of June 6, 2017, and the Company does not assume any obligation to update such information in the future. About KEMET KEMET Corporation (NYSE:KEM) -- http://www.kemet.com/-- is a manufacturer of passive electronic components. The Company operates in two segments: Solid Capacitors, and Film and Electrolytic. The Solid Capacitors segment primarily produces tantalum, aluminum, polymer and ceramic capacitors. The Film and Electrolytic Business Group produces film, paper and wet aluminum electrolytic capacitors. Kemet Corp reported net income of $47.98 million for the year ended March 31, 2017, following a net loss of $53.62 million for the year ended March 31, 2016. As of March 31, 2017, Kemet Corp had $734.52 million in total assets, $579.85 million in total liabilities and $154.67 million in total stockholders' equity. In April 2017, S&P Global Ratings raised its corporate credit rating on KEMET to 'B' from 'B-'. The outlook is stable. S&P's upgrade of KEMET is based on S&P's view that post-transaction, KEMET will be able to generate free cash flow of over $20 million annually, due to considerably lower interest expense and significant progress reducing operating expenses. In April 2017, Moody's Investors Service upgraded KEMET's corporate family rating to 'B3' from 'Caa1'. The 'B3' CFR reflects the anticipated refinancing of the Senior Notes, which will resolve a significant near term liquidity risk to the company, and the anticipated closing of the acquisition of NT. To the extent KEMET is unsuccessful in refinancing the Senior Notes, the rating could be pressured. * * * This concludes the Troubled Company Reporter's coverage of KEMET Corporation until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. LABELLE TRADING: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: LaBelle Trading Post, LLC 10 Hickpoochee Avenue Labelle, FL 33935 Business Description: LaBelle Trading listed its business a a single asset real estate as (as defined in 11 U.S.C. Section 101(51B)). The Company owns a fee simple interest in a property located at 10 Hickpoochee Avenue Labelle, Florida with a current value of $1.4 million. It posted gross revenue of $60,000 in 2016 and gross revenue of $60,000 in 2015. Chapter 11 Petition Date: June 13, 2017 Case No.: 17-05098 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Richard A Johnston, Jr., Esq. JOHNSTON LAW, PLLC 7370 College Parkway, Suite 207 Fort Myers, FL 33907 Tel: 239-600-6200 Fax: 877-727-4513 E-mail: richard@richardjohnstonlaw.com Total Assets: $1.4 million Total Liabilities: $2.87 million The petition was signed by Oqab Abuoqab, manager. The Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-05098.pdf MAJORCA ISLES: Unsecureds to Get Full Payment in Cash Plus Interest ------------------------------------------------------------------- Barry E. Mukamal, as Chapter 11 Trustee of Majorca Isles Master Association, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement dated June 5, 2017, referring to the Debtor's plan of reorganization. General Unsecured Claims (Class 1) are unimpaired by the Plan. Each holder of an Allowed General Unsecured Claim will receive their pro rata share of the beneficial interests in the Creditor Trust and as beneficiary of the Creditor Trust will receive, on the first distribution date, the full amount of their claim in cash plus interest from the Petition Date at the rate specified in 28 U.S.C. Section 1961, for the calendar week preceding the First Distribution Date. The claim of Rapid Security Solutions, LLC, arising from the court order dated April 14, 2017, granting the Trustee's motion to incur post-petition secured debtor for security gate construction project is not classified by the Plan, but instead, will be treated as a post-petition obligation of the Debtor which will be unaffected by the confirmation of the Plan or the occurrence of the Effective Date. The Creditor Trust and the Reorganized Debtor, as applicable, will honor the obligations of the Debtor to Rapid Security in the ordinary course of business. Notwithstanding anything to the contrary, the Trustee or the Creditor Trustee, as applicable, will have the right to satisfy the claim of Rapid Security in full on or after the Effective Date. On the Effective Date, title to and control in the estate property will vest in the Creditor Trust free and clear of all liens, encumbrances, or interests of any kind, which estate property includes: (i) all cash of the Debtor; (ii) all accounts receivable of the Debtor; (iii) all rights to collect assessments owed to the Debtor; (iv) all assets of the Debtor as of the Effective Date; and (v) the rights to the D.R. Horton Proceeds and all beneficial rights under the D.R. Horton Settlement. The Trustee will have the power and authority to enter into the Creditor Trust Agreement on the Effective Date. On the Effective Date, Barry E. Mukamal of KapilaMukamal will act as the Creditor Trustee. The Creditor Trustee will be free to act as he deems appropriate, in his discretion, to effectuate the terms of the Plan and the Creditor Trust Agreement. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb12-19056-382.pdf Majorca Isles Master Association, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 12-19056) on April 13, 2012, listing under $1 million in both assets and debts. A copy of the petition is available at: http://bankrupt.com/misc/flsb12-19056p.pdf MAMAMANCINI'S HOLDINGS: CEO Wolf Hikes Equity Stake to 20.7% ------------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, Carl T. Wolf and Marion F. Wolf disclosed that as of April 30, 2017, they beneficially own 5,770,858 shares of common stock of MamaMancini's Holdings, Inc., representing 20.75 percent of the shares outstanding. Mr. Wolf is the chief executive officer of the Company. Ms. Wolf is the wife of Carl T. Wolf. Mr. and Ms. Wolf acquired the reported 5,770,858 shares of the Company's common stock as follows: On January 24, 2013, pursuant to an Acquisition Agreement and Plan of Merger by and among, the Company, Mascot Properties Acquisition Corp., David Dreslin and MamaMancini's, Inc., Mr. Wolf was appointed chief executive officer and was issued 5,154,255 shares of the Company's common stock, (b) between Jan. 24, 2013, and April 30, 2016, the reporting person acquired an additional 355,302 shares of the Company's common stock, principally in the form of compensation by stock in lieu of cash and purchases in the open market; (c) between May 1, 2016 and July 31, 2016, the reporting person acquired an additional 50,646 shares as stock in lieu of compensation and 13,513 shares as dividends on Series A Preferred Stock, (d) between Aug. 1, 2016, and Oct. 31, 2016, the reporting person acquired an additional 76,844 shares in lieu of compensation and 22,222 shares as dividends on Series A Preferred Stock, (e) between Nov. 1, 2016 and Jan. 31, 2017, the reporting person acquired an additional 61,475 shares in lieu of compensation and 15,385 shares as dividends on Series A Preferred Stock and (f) between Feb. 1, 2017, and April 30, 2017, the reporting person acquired an additional 39,557 shares in lieu of compensation and 10,527 shares as dividends on Series A Preferred Stock. Mr. Wolf holds sole voting and dispositive power over the Shares as issued to him. A full-text copy of the regulatory filing is available at: https://is.gd/xghdVB About MamaMancini's Holdings MamaMancini's Holdings, Inc., produces and distributes prepared, frozen, and refrigerated food products primarily in the United States. The company offers beef, turkey, chicken, and pork meatballs with sauce; meatloaf, stuffed peppers, baked ziti, and specialty items; and other meat and sauce products. It sells its products to supermarkets and mass-market retailers, as well as through food distributors and a commission broker network. MamaMancini's Holdings was founded in 2010 and is headquartered in East Rutherford, New Jersey MamaMancini's reported a net loss available to common stockholders of $494,061 on $18.04 million of sales for the year ended Jan. 31, 2017, compared to a net loss available to common stockholders of $3.57 million on $12.60 million of sales for the year ended Jan. 31, 2016. As of Jan. 31, 2017, MamaMancini's had $6.31 million in total assets, $5.31 million in total liabilities and $999,376 in total stockholders' equity. MAMAMANCINI'S HOLDINGS: President Holds 19.5% Equity Stake ---------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Matthew Brown and Karen B. Wolf reported that as of April 30, 2017, they beneficially own 5,425,783 shares of common stock, par value $0.00001 per share, of MamaMancini's Holdings, Inc., representing 19.51 percent of the shares outstanding. Mr. Brown is the president of the Company. Ms. Wolf is the wife of Matthew Brown. Mr. Brown holds sole voting and dispositive power over the Shares as issued to him. On April 30, 2017, Mr. Brown received 18,987 shares of Company stock in lieu of cash compensation for the period Feb. 1, 2017, through April 30, 2017, and 1,053 shares as dividends on Series A Preferred Stock. "Neither Mr. Brown nor Ms. Wolf have any current plans or proposals which relate to or would result in: (a) the acquisition by either Mr. Brown or Ms. Wolf of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above," as disclosed in the regulatory filing. A full-text copy of the Schedule 13D/A is available for free at: https://is.gd/dcDJ54 About MamaMancini's Holdings MamaMancini's Holdings, Inc., produces and distributes prepared, frozen, and refrigerated food products primarily in the United States. The company offers beef, turkey, chicken, and pork meatballs with sauce; meatloaf, stuffed peppers, baked ziti, and specialty items; and other meat and sauce products. It sells its products to supermarkets and mass-market retailers, as well as through food distributors and a commission broker network. MamaMancini's Holdings was founded in 2010 and is headquartered in East Rutherford, New Jersey MamaMancini's reported a net loss available to common stockholders of $494,061 on $18.04 million of sales for the year ended Jan. 31, 2017, compared to a net loss available to common stockholders of $3.57 million on $12.60 million of sales for the year ended Jan. 31, 2016. As of Jan. 31, 2017, MamaMancini's had $6.31 million in total assets, $5.31 million in total liabilities and $999,376 in total stockholders' equity. MARSH SUPERMARKETS: Has $24M Deals for Sale of 26 Core Stores ------------------------------------------------------------- Marsh Supermarkets Holding, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of (a) 11 core stores to Topvalco, Inc., for a total purchase price of approximately $16 million and (b) 15 core stores to Generative Growth II, LLC, for a total purchase price of approximately $8 million. The Debtors filed a reply in support of their motion for entry of an order (i) scheduling a hearing on the approval of the sale of all or substantially all of their assets free and clear of all encumbrances, and the assumption and assignment of certain executory contracts and unexpired leases, (ii) approving certain bidding procedures, assumption and assignment procedures, and bid protections and the form and manner of notice thereof, and (iii) granting related relief; and (b) an order (i) approving asset purchase agreement, (ii) authorizing the sale of all or substantially all of the Debtors' assets free and clear of all encumbrances, (iii) authorizing the assumption and assignment of certain executory contracts and unexpired leases, and (iv) granting related relief. A copy of the reply is available at: http://bankrupt.com/misc/deb17-11066-313.pdf The Debtors submit that the sale of the Core Stores to the successful bidders, as provided for in the APAs, represents the best opportunity for the Debtors to enhance the value of their estates and maximize recoveries for the benefit of all stakeholders in the Chapter 11 cases. The Debtors, along with their investment banker, Peter J. Solomon Company, have worked diligently since prior to the Petition Date to maximize the value of their assets for the benefit of all stakeholders. As part of this strategy, the Debtors have actively engaged in marketing efforts to sell their core stores, which collectively represent the Debtors' most valuable store locations. The Debtors have received several formal and informal objections to the sale transactions, certain of which remain unresolved as of the filing of this Reply, including the objection filed by CVS Pharmacies, Inc. The Debtors respectfully submit that the Court should overrule the CVS Sale Objection, as well as any additional unresolved objections (with the exception of any objections that are being adjourned), and approve the Sale Transactions. On the Petition Date, the Debtors filed the Sale Motion, seeking approval of: (a) certain bidding procedures with respect to the sale of the Assets; and (b) the Sale Transactions. On May 30, 2017, the Court entered an order approving the bidding procedures. The Debtors commenced the Auction for the Assets on June 12, 2017, pursuant to the Bidding Procedures Order. Certain Counterparties to the assumed contracts, as well as certain other parties, have filed objections in connection with the Sale Transactions. The Debtors also received certain objections relating to the Debtors' proposed assumption and assignment of the Assumed Contracts to the Proposed Purchasers. The Debtors intend to work with the respondents to resolve the Contract Objections prior to the Sale Hearing. On May 30, 2017, Judge Brendan L. Shannon entered an order scheduling for June 14, 2017, at 9:30 a.m. (ET) the hearing on the approval of the sale of all or substantially all of the Debtors' assets to a potential stalking horse purchaser. Vince Sullivan, writing for Bankruptcy Law360, reports that the Debtor received court approval for a shortened timeline to auction its assets after agreeing to extend the deadline by which it will identify a stalking horse bidder. Robert F. Poppiti Jr., Esq., at Young Conaway Stargatt & Taylor LLP, the attorney for the Debtor, told the Court that the Debtor was happy to add a week to the stalking horse designation deadline but said that any potential baseline bidder may want to have bid protections in place, Law360 relates. 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. Marsh Supermarkets Holding, LLC, and 15 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11066) on May 11, 2017. As of the Petition Date, Marsh operated 60 stores in Indiana and Ohio, and had a workforce of approximately 4,400 employees. The cases are pending before the Honorable Brendan Linehan Shannon. Young Conaway Stargatt & Taylor, LLP, is serving as counsel to the Debtors. Clear Thinking Group is the Debtors' restructuring advisors. Peter J. Solomon Company is the Debtors' investment banker. Prime Clerk LLC is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Bayard, P.A., and Cooley LLP as counsel. MASSIMO'S CAFE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Massimo's Cafe, LLC 261 Meadowbrook Road Robinsville, NJ 08691 Business Description: Massimo's Cafe listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). Its principal assets are located at 1633 Hamilton Avenue Trenton, NJ 08629. Chapter 11 Petition Date: June 13, 2017 Case No.: 17-22139 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Edmond M. George, Esq. OBERMAYER REBMANN MAXWELL & HIPPEL LLP Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 Tel: 215-665-3140 E-mail: edmond.george@obermayer.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vincenzo Mazzella, authorized representative. The Debtor did not file a list of its 20 largest unsecured creditors on the Petition Date. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb17-22139.pdf MILFORD CRAFT: Taps Fleischer Law as Legal Counsel -------------------------------------------------- Milford Craft, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Fleischer Law, LLC to, among other things, give legal advice regarding its business and operations, institute litigation to enforce its rights, and negotiate with creditors regarding the treatment of their claims under a plan of reorganziation. Robert Fleischer, Esq., principal of the firm, will charge an hourly fee of $350 for his services. Paralegal services will be billed at $175 per hour. Prior to the Debtor's bankruptcy filing, the firm received a retainer of $5,217 from Harrison, Vickers & Waterman Inc., which owns 51% interest in the Debtor. Mr. Fleischer disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert M. Fleischer, Esq. Fleischer Law, LLC 12 Centennial Drive Milford, CT 06461 Tel: 203-283-3369 Email: robf@ctnylaw.com About Milford Craft LLC Milford Craft, LLC runs a franchise bar and restaurant called "World of Beer" in Milford, Connecticut. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 17-30847) on June 6, 2017. James D. Cecil, manager of New England WOB LLC, signed the petition. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Ann M. Nevins presides over the case. MOORINGS REGENCY: Taps Johnson Pope as Legal Counsel ---------------------------------------------------- Moorings Regency, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Johnson, Pope, Bokor, Ruppel & Burns, LLP. The firm will serve as legal counsel to Moorings and its affiliates Griffin Regency, LLC and NJO Regency, LLC in connection with their Chapter 11 cases. Michael Markham, Esq., the attorney designated to represent the Debtor, will charge an hourly fee of $395. Mr. Markham disclosed in a court filing that no attorney in his firm represents a creditor or person adverse to the Debtors and their bankruptcy estates. The firm can be reached through: Michael C. Markham, Esq. Johnson, Pope, Bokor, Ruppel & Burns, LLP P.O. Box 1100 (33601-1100) 401 E. Jackson St., Suite 3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: Mikem@jpfirm.com About Moorings Regency Moorings Regency, LLC, Griffin Regency, LLC, and NJO Regency, LLC, are single asset real estate debtors that continue to operate as debtors-in-possession. The Debtors filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 17-04920, 17-04921 and 17-04922, respectively) on June 6, 2017. Barry Spencer, managing member of Moorings Regency, signed the petitions. The cases are jointly administered. At the time of the filing, both Moorings Regency and Griffin Regency estimated their assets and liabilities at $10 million to $50 million. MOTORWORLD INC: Trial Court Must Reconsider $1.4M Judgment ---------------------------------------------------------- Jeannie O'Sullivan, writing for Bankruptcy Law360, reports that the New Jersey Appellate Division has ruled that the trial court must rethink a $1.4 million judgment awarded to Motorworld Inc. and against Benks Land Services Inc. and its owner, William Benkendorf. Law360 shares that the matter came before the Appellate Division on remand from the New Jersey Supreme Court. According to Law360, the state Supreme Court had found that a debt release arrangement between the Company and the landscaper was fraudulent. Citing the Appellate Division, Law360 relates that the trial judge who authorized the judgment "provided no explanation for so quantifying the award," and seems to have merely accepted the calculations provided by the Chapter 7 trustee of MotorWorld's bankrupt owner. Law360 recalls that the justices in March invalidated an agreement in which Motorworld would forgive Benks' debt -- which stemmed from a $600,000 loan that ballooned due to interest and late penalties -- in exchange for Mr. Benkendorf's agreement not to go after Motorworld's sole shareholder, Carole Salkind, over the $1 million in unpaid bills owed to his company. Law360 says that the high court found that the arrangement amounted to fraudulent transfer because Ms. Salkind became insolvent as a result and thus received no value from the transfer, and ordered the appeals court to reconsider the trial court's $1.4 million award to Motorworld. Since the trial court believed the parties had actually intended to release the debt, then Benks' arguments regarding the amount of interest and penalties to which Motorworld was entitled should be reconsidered, Law360 states, citing the Appellate Division. The report quoted the Appellate Division as saying, "Until the trustee alleged and proved that the release, by operation of law, could not be sustained, none of the parties to the transaction actually believed Benks owed Motorworld anything. We, thus, remand to the trial judge to reconsider the amount of the judgment in light of this circumstance." Motorworld Inc. is a defunct company owned by Morton and Carole Salkind. NORTHERN POWER: Berylson Master Reports 7.13% Stake as of June 5 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Berylson Master Fund, LP, Berylson Capital Partners, LLC and James Berylson disclosed that as of June 5, 2017, they beneficially own 1,684,500 shares of common stock of Northern Power Systems Corp. representing 7.13% of the shares outstanding. Mr. Berylson is the sole owner and managing member of Berylson Capital. Each of the Reporting Persons disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest. The percentages are calculated based upon Northern Power's Quarterly Report on Form 10-Q, as filed with the SEC on May 12, 2017, stating that there were 23,613,884 outstanding shares of common stock, no par value, of the Issuer as of May 12, 2017. A full-text copy of the regulatory filing is available at: https://is.gd/2QeA6k About Northern Power Systems Northern Power Systems -- http://www.northernpower.com/-- designs, manufactures, and sells wind turbines and power technology products, and provides engineering development services and technology licenses for energy applications, into the global marketplace from its U.S. headquarters and European offices. As of March 31, 2017, Northern Power had $22.38 million in total assets, $26.09 million in total liabilities and a total shareholders' deficiency of $3.71 million. Northern Power reported a net loss of $8.94 million for the year ended Dec. 31, 2016, following a net loss of $7.79 million for the year ended Dec. 31, 2015. NOVABAY PHARMACEUTICALS: Inks New Employment Agreement With CEO --------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., and Chief Executive Officer Mark Sieczkarek executed a new employment agreement on June 2, 2017. The Employment Agreement provides for at-will employment and a term commencing on June 1, 2017, and continuing for one year unless earlier terminated. The Employment Agreement includes an annual base salary of $440,000 and a stock option award of 250,000 shares of the Company's common stock. The Option will be awarded at such time as the pool of stock options available pursuant to the Company's 2017 Omnibus Incentive Plan is sufficient to support such Option grant. One-fourth of the shares subject to the Option will vest on Jan. 31, 2018, in direct proportion to the percentage achievement of the stated 2017 corporate goals, as approved and determined by the Board. The remaining three-fourths of the shares subject to the Option will vest in equal parts on Jan. 31, 2019, Jan. 31, 2020, and Jan. 31, 2021, in direct proportion to the percentage achievement of the stated corporate goals for the previous fiscal year of that date. The Option will be fully vested and exercisable on Jan. 31, 2021, subject to Mr. Sieczkarek continuing to be an employee (or otherwise providing services to the Company) through the relevant vesting dates. In addition, Mr. Sieczkarek will have the opportunity to earn an annual performance bonus in an amount up to 50% of his Base Salary; the final amount of the Annual Bonus will be determined by the Board or the Compensation Committee of the Board in consultation with Mr. Sieczkarek, based upon mutually agreed, written performance objectives. The Committee will have the sole discretion to pay any or all of the Annual Bonus in the form of equity compensation. Any such equity compensation will be issued from the Plan and will be fully vested upon payment or issuance, as the case may be. Mr. Sieczkarek also will have the opportunity to earn a performance bonus; the final amount and composition of the Long-Term Bonus will be determined by the Committee in consultation with Mr. Sieczkarek, based upon mutually agreed, written performance objectives. The Committee will have the sole discretion to pay any or all of the Long-Term Bonus in the form of equity compensation. Any such equity compensation will be issued from the Plan and will be fully vested upon payment or issuance, as the case may be. In the event the Company terminates Mr. Sieczkarek for cause (as defined in the Employment Agreement) or Mr. Sieczkarek resigns (except in connection with a constructive termination (as defined in the Employment Agreement)), he will be entitled to any earned but unpaid wages or other compensation (including reimbursements of his outstanding expenses and unused vacation) earned through the termination date. In the event the Company terminates Mr. Sieczkarek without cause (including death, long-term disability or for constructive termination) (each as defined in the Employment Agreement), he shall be entitled to (i) an amount equal to 18 months of his then-current Base Salary, plus (ii) an amount equal to the cash portion of his target Annual Bonus for the fiscal year in which termination occurs (with it deemed that all performance goals have been met at one hundred percent (100%) of budget or plan). This severance payment shall be made in one lump sum 30 days following Mr. Sieczkarek's termination. The Company also will reimburse Mr. Sieczkarek's COBRA premiums for a period of eighteen (18) months following his termination. Finally, at the time of his termination, all equity awards that would have vested in connection with Mr. Sieczkarek's continued service to the Company over the next 18 months will automatically vest. In the event the Company terminates Mr. Sieczkarek in connection with a change of control, then subject to his execution, delivery and non-revocation of a release of claims, he will be entitled to (i) an amount equal to twice his Base Salary, plus (ii) an amount equal to one and one-half times his target Annual Bonus for the fiscal year in which termination occurs. The Company also shall reimburse Mr. Sieczkarek's COBRA premiums for a period of 18 months following his termination. About NovaBay Pharmaceuticals NovaBay Pharmaceuticals is a biopharmaceutical company focusing on the commercialization of prescription Avenova lid and lash hygiene for the domestic eye care market. Avenova is formulated with Neutrox which is cleared by the U.S. Food and Drug Administration (FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary pure hypochlorous acid. Laboratory tests show that hypochlorous acid has potent antimicrobial activity in solution yet is non-toxic to mammalian cells and it also neutralizes bacterial toxins. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. Novabay reported a net loss of $13.15 million on $11.89 million of total net sales for the year ended Dec. 31, 2016, compared to a net loss of $18.97 million on $4.38 million of total net sales for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Novabay had $15.38 million in total assets, $8.28 million in total liabilities and $7.10 million in total stockholders' equity. NOVABAY PHARMACEUTICALS: Stockholders Elected Three Directors ------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., held its 2017 annual meeting on June 2, 2017, at which the Company's stockholders: (a) elected Mark M. Sieczkarek, Mijia (Bob) Wu and Todd Zavodnick to the Board of Directors to hold office for a term of three years and until their respective successors are elected and qualified; (b) ratified NovaBay's amendment to the 2007 Omnibus Incentive Plan as previously approved by stockholders at the Company's adjourned and reconvened 2016 Annual Meeting, which increased the number of shares reserved for issuance under the 2007 Plan by 1,124,836 shares; (c) approved the NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan; and (d) ratified the appointment by the Company's Audit Committee of OUM & Co. LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017. There were 15,309,175 outstanding shares entitled to vote and there were 12,135,955 shares present in person or by proxy at the 2017 Annual Meeting, representing 79% of the shares outstanding and entitled to vote. About NovaBay Pharmaceuticals NovaBay Pharmaceuticals is a biopharmaceutical company focusing on the commercialization of prescription Avenova lid and lash hygiene for the domestic eye care market. Avenova is formulated with Neutrox which is cleared by the U.S. Food and Drug Administration (FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary pure hypochlorous acid. Laboratory tests show that hypochlorous acid has potent antimicrobial activity in solution yet is non-toxic to mammalian cells and it also neutralizes bacterial toxins. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. Novabay reported a net loss of $13.15 million on $11.89 million of total net sales for the year ended Dec. 31, 2016, compared to a net loss of $18.97 million on $4.38 million of total net sales for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Novabay had $15.38 million in total assets, $8.28 million in total liabilities and $7.10 million in total stockholders' equity. ORIGINAL SOUPMAN: Files Chapter 11 Bankruptcy Protection -------------------------------------------------------- Soupman, Inc., a producer and marketer of high-quality branded soups bearing the name "Original Soupman", on June 13, 2017, disclosed that it has filed for Chapter 11 bankruptcy protection. SM also disclosed that it has secured a new $2 million debtor-in-possession credit facility ("DIP") from an independent third-party private investment firm to finance its working capital needs and allow business operations to continue as normal. Michael Wyse of Wyse Advisors, LLC, has been hired as Chief Restructuring Officer and Interim Chief Financial Officer of SM. "The combination of legacy liabilities and recent company developments have made it necessary to seek bankruptcy protection. This will ensure that our delicious soups remain on grocery shelves throughout the country which is in the best interests of all of our stakeholders and customers." "The ongoing support from our lender through our new DIP facility will allow us to continue business operations as normal. We anticipate that there will be no disruption in the quality of our product or service that we provide to our vendors and customers during this transition period," said Jamie Karson, CEO. The Chapter 11 petition was filed in the United States Bankruptcy Court in Delaware. The law firm of Polsinelli is advising SM as bankruptcy counsel. About Soupman Inc. Staten Island, New York-based Soupman, Inc. (otcqb:SOUP)("SM") -- http://www.originalsoupman.com-- currently manufactures and sells soup to grocery chains and other outlets and to its franchised restaurants under the brand name "The Original Soupman". The Company reported a net loss of $299,000 on $756,000 of total revenue for the three months ended May 31, 2014, as compared with a net loss of $521,000 on $496,000 of total revenue for the same period last year. The Company's balance sheet at May 31, 2014, showed $1.17 million in total assets, $10.96 million in total liabilities, and a stockholders' deficit of $9.79 million. ORIGINAL SOUPMAN: Voluntary Chapter 11 Case Summary --------------------------------------------------- Lead Debtor: The Original Soupman, Inc. 1110 South Ave., Suite 100 Staten Island, NY 10314 Business Description: Soupman, Inc. -- http://originalsoupman.com/ -- manufactures and sells soups in three channel segments under the brand name "Original Soupman". In the grocery and club store segment, the Company's soups can be purchased in stores such as Kroger, Publix, Safeway, Shoprite, Bi-Lo Winn Dixie, Acme, Shaws, HEB and Costco. It packages its soups in Tetra Recart shelf stable cartons, allowing for maximum shelf life and freshness in every carton without preservatives. Chapter 11 Petition Date: June 13, 2017 Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- The Original Soupman, Inc. 17-11313 Soupman, Inc. 17-11314 Kiosk Concepts, Inc. 17-11315 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Christopher A. Ward, Esq. Jarrett Vine, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: 302-252-0920 Fax: 302-252-0921 E-mail: cward@polsinelli.com jvine@polsinelli.com Debtors' Restructuring Advisor: Michael Wyse WYSE ADVISORS, LLC 85 Broad St, 18th Floor New York, NY 10004 www.wyseadvisorsllc.com Tel: (646) 854-5318 Fax: (917) 553-5883 E-mail: mwyse@wyseadvisorsllc.com Debtors' Notice & Claims Agent: EPIQ BANKRUPTCY SOLUTIONS, INC. Web site: http://dm.epiq11.com Soupman Inc.'s Total Assets: $1.37 million as of Feb. 28, 2017 Soupman Inc.'s Total Liabilities: $11.92 million as of Feb. 28, 2017 The petitions were signed by Jamieson Karson, chief executive officer. The Debtors each did not file a list of their 20 largest unsecured creditors on the Petition Date. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/deb17-11313.pdf http://bankrupt.com/misc/deb17-11314.pdf http://bankrupt.com/misc/deb17-11315.pdf P3 FOODS: Has Access to PNC's Cash Collateral Until July 11 ----------------------------------------------------------- The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a ninth interim order authorizing P3 Foods, LLC, to use cash collateral of PNC Equipment Finance, LLC, to pay ordinary and necessary business expenses through July 11, 2017. A hearing to consider the continued use of cash collateral is set for July 11, 2017, at 10:00 a.m. PNC is granted and will have postpetition replacement liens. To the extent that the use of PNC's cash collateral results in diminution of PNC's interest in cash collateral as of the Petition Date in excess of the value of the adequate protection liens, then PNC will have a claim pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code which will have priority over all. The Debtor will make an adequate protection payment of $16,428 to PNC. This payment is intended to be adequate protection for the Debtor's use of the cash collateral during the term of the ninth interim court order. This payment will be applied to the amounts due under PNC's claim consistent with the provisions of the loans, subject to reallocation as deemed appropriate by the Court. The Debtor and PNC reserve their respective rights related to the adequate protection payments provided in. 20/20 Franchise Funding LLC and Leaf Capital Funding LLC are also granted, as adequate protection, a postpetition replacement lien. In addition on or before June 13, 2017, the Debtor will make these payments of $4,835 to 20/20 Franchise Funding and $797 to Leaf Capital. A copy of the court order is available at: http://bankrupt.com/misc/ilnb16-32021-117.pdf About P3 Foods, LLC P3 Foods, LLC, which operates nine Burger King franchises in Minneapolis, Minnesota, filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 16-32021) on Oct. 6, 2016. The case is assigned to Judge Donald Cassling. The Debtor tapped Richard L. Hirsh, Esq., at Richard L. Hirsh, P.C., as counsel. The Debtor also engaged Aldridge Chasewater LLC as accountant. An official committee of unsecured creditors has not yet been appointed in the case. PETROLEUM SPECIALTY: Case Summary & 4 Unsecured Creditors --------------------------------------------------------- Debtor: Petroleum Specialty Rental, LLC P.O. Box 2905 Morgan City, LA 70381-2905 Business Description: Petroleum Specialty is a small business Debtor as defined in 11 U.S.C. Section 101(51D). It is an oil & natural gas company located in Morgan City, Louisiana. The Company posted gross revenue of $808,642 for 2016 and gross revenue of $2.03 million for 2015. Chapter 11 Petition Date: June 13, 2017 Case No.: 17-50747 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtor's Counsel: William C. Vidrine, Esq. VIDRINE & VIDRINE, PLLC 711 West Pinhook Road Lafayette, LA 70503 Tel: (337) 233-5195 Fax: (337) 233-3897 E-mail: williamv@vidrinelaw.com Total Assets: $609,954 Total Liabilities: $1.69 million The petition was signed by John Patrick Williamson, chief operating officer. The Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/lawb17-50747.pdf RADIOLOGY SUPPORT: Backlogs Reduced; Further Cash Access Sought --------------------------------------------------------------- Radiology Support Devices, Inc., submitted to the U.S. Bankruptcy Court for the Central District of California its evidence and status report regarding its operations in support of its request for continued use of cash collateral through Sept. 30, 2017. The Debtor's current cash collateral authority expires June 30, 2017. Accordingly, the Debtor requests authorization to use cash collateral consistent with the Cash Collateral Order entered by the Court on March 30, 2017 governing the first interim cash collateral use period, and to exceed the amounts set forth in the Budget by 15% of the budget total provided that, if the Debtor's revenues increase above the projections in Debtor's operating budget, the Debtor's expenditures may increase in proportion to the increase in actual revenues from budgeted revenues. The Debtor reported that at the time the case was filed, it had a backlog of orders of approximately $275,000 to $300,000. The backlog developed as a result of Chawalit Krautim, the Debtor's former production manager, refusal to cross train its employees in the proprietary production process of the Debtor, stealing the Debtor's proprietary molds and blueprints, and then abruptly quitting in March 2016. As a result of Chawalit's conduct, the Debtor was crippled by the theft of the molds and lack of an employee who was able to oversee its production process crippling the Debtor's ability to manufacture its product and consequently its shipments and sales. The Debtor has now substantially overcome all such issues. Among other things, the Debtor's shipments in the three months preceding the bankruptcy were $186,000 (Dec. 2016), $22,000 (Jan. 2017) and $79,000 (Feb. 2017) for an average of $95,666 per month, while shipments post-petition were $184,000 (Mar. 2017), $180,000 (April 2017), and $163,000 (May 2017) for an average $175,667 per month. Since the initial cash collateral hearing have helped streamline production such that as of May 31, 2017, the backlog of orders has been reduced from approximately $275,000-$300,000 to $173,000. During the period of March 1, 2017 through May 31, 2017, the Debtor collected 35.2% more cash than projected in its cash collateral Budget. In addition, the Debtor projected sales of $445,000 for the period of March 1, 2017 through May 31, 2017. However, the actual sales during this time period were $527,000, which is an increase in actual sales of $82,000 or a positive variance of 18.4%. For the same period of March 1, 2017 – May 31, 2017 the Debtor projected $342,519 in expenses, but actually only spent $312,517, which is $30,002 less in expenses. The Budget reflects total cash disbursements of approximately $377,498 for the month of July through September 2017. The Budget includes compensation to Matthew Alderson of $2,885 per week as provided for in the Notice of Setting Insider Compensation. Additionally, the Budget provides for (1) payment of $3,713 of post-petition stub rent to the Debtor's landlord Wilmington Associates; (2) adequate protection payment of $1,820 to Wells Fargo Bank; and (3) a $3,000 retainer to Tiedt & Hurd for the Krautim Litigation. The Debtor submits that secured creditors Citibank, N.A., Wells Fargo Bank, Clay Lorinksy and the Internal Revenue Service are adequately protected by the Debtor's continued profitable operations and a $62,415 to $110,085 increase in cash during the budget period. The Debtor notes that on the Petition Date, it only had cash of $1,400, which is only one indicia of the Debtor's postpetition operational and financial success. The prior three months of post-petition operations and Budget establish there will not be any diminution in the value of the Secured Creditors' collateral during the budget period and Debtor's going concern value will be preserved by Debtor's ongoing business operations. Notwithstanding the fact that there will be no diminution in the value of the collateral, the Debtor proposes to grant Citibank, N.A., Wells Fargo Bank, Clay Lorinksy and the Internal Revenue Service a replacement lien in the Debtor's post-petition cash and accounts receivable and the proceeds thereof, to the same extent, validity, and priority of each respective creditor's lien as of the Petition Date. In addition, the Debtor will make monthly adequate protection payments of $1,820 to Wells Fargo Bank. A full text copy of the Debtor's Motion dated June 7, 2017 https://is.gd/wspgr9 About Radiology Support Devices Radiology Support Devices, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12054) on Feb. 21, 2017. The petition was signed by Matthew Alderson, president. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. Weintraub & Selth, APC, is serving as bankruptcy counsel to the Debtor, with the engagement led by Daniel Weintraub, Esq., James R. Selth, Esq. and Elaine V. Nguyen, Esq. Bette Hiramatsu of Hiramatsu and Associates, Inc., is the Debtor's financial consultant. S&S SCREW: Allowed Further Use of Cash Collateral Through July 6 ---------------------------------------------------------------- Judge Randal S. Mashburn inked a seventh interim agreed order, authorizing S&S Screw Machine Company, LLC, to continue its use of cash collateral through July 6, 2017, solely on the terms, for the purposes, and in the amounts set forth in the Budget. The Debtor acknowledged that the need to use cash collateral is immediate and critical considering that it does not have sufficient available sources of working capital and financing to enable the Debtor to administer its Chapter 11 case generally, continue to operate its business in the normal course, and preserve the value of its estate for all stakeholders. Regions Bank asserts a lien on the assets of the Debtor, securing obligations totaling $3,364,485. Regions Bank further asserts that all of the Debtor's cash and cash equivalents are part of the collateral of Regions Bank. The Internal Revenue Service also has a tax lien in the alleged amount of $2,209,090, which claim is subordinate to the Regions Loan and is under-secured or unsecured. Accordingly, Regions Bank and the IRS are granted replacement liens, which will attach to the same extent and with the same priority as enjoyed prior to the Petition Date, to the extent of any diminution in value of the collateral and cash collateral in all of the Debtor's postpetition assets of the same kind and description as the collateral. The adequate protection liens will be supplemental to the security interest which Regions Bank possesses pursuant to its Loan Documents, and the IRS possesses pursuant to its tax lien. Judge Mashburn directed the Debtor to pay Regions Bank $20,000 per month as additional adequate protection, which monthly payment will be applied to the secured claim of Regions Bank. Judge Mashburn, however, ordered any party in interest objecting to the monthly payment to Regions Bank to file a written objection with the Court by no later than June 30, 2017. In addition, the Debtor is directed to maintain all necessary insurance for its business and assets, in accordance with the obligations under the Regions Loan and as may be required under any applicable operating guidelines of the U.S. Trustee, naming Regions Bank as loss payees and additional insureds with respect thereto. The final hearing to consider approval of the Debtor's continued use of cash collateral, as well as to determine the necessity of the monthly payment to Regions Bank, is scheduled for July 6, 2017 at 9:30 a.m. A full-text copy of the Seventh Interim Agreed Order, dated June 7, 2017, is available at https://is.gd/CkT7PP About S&S Screw Machine Company S&S Screw Machine Company, LLC, doing business as S&S - Precision, filed a chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829) on Sept. 24, 2016. The petition was signed by Lawrence J. Battle, authorized member. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Randal S. Mashburn. The Debtor is represented by Phillip G. Young, Jr., Esq., at Thompson Burton PLLC. The Office of the U.S. Trustee on Nov. 10, 2016, appointed three creditors to serve on an Official Committee of Unsecured Creditors. The committee members are: Kenny Wine, of Joseph T. Ryerson & Son; Del Miller, of Kaiser Aluminum Fabricated Products; and Stephen L. Cochran, of Production Pattern & Foundry Co. The Committee tapped Paul G. Jennings, Esq., at Bass Berry & Sims PLC, as its counsel. SECURE POINT: Liquidity Constraints Raise Going Concern Doubt ------------------------------------------------------------- Secure Point Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $94.80 million on $196,000 of revenues for the three months ended March 31, 2017, compared with a net loss of $4.10 million on $10.75 million of revenues for the same period in 2016. For the nine months ended March 31, 2017, the Company recorded a net income of $69.21 million on $16.45 million of revenues, compared to a net loss of $8.32 million on $34.73 million of revenues for the same period last year. The Company's balance sheet at March 31, 2017, showed $73.22 million in total assets, $71.87 million in total liabilities, and a stockholders' deficit of $1.34 million. If the Company is unable to repay the amounts as required, refinance its obligations to DMRJ, Montsant and/or the other institutional investors, or negotiate extensions of these obligations, DMRJ, Montsant and/or BAM or reorganize the Company in Bankruptcy and have a reorganization Plan approved by the Bankruptcy Court, the Company may be forced to convert the Chapter 11 cases to Chapter 7d. Despite Company's projected sales, expense and cash flow projections and the cash available from its New DIP Loan, the Company may not have sufficient capital to continue operations. There can be no assurance that DMRJ will continue or is able to make advances under the Company's revolving line of credit. The Company's failure to achieve its projections, to obtain sufficient additional capital on acceptable terms or successfully complete the sale of its ETD business to L-3 would have a material adverse effect on the Company's liquidity and operations and could require them to file for protection under Chapter 7 of the U.S. bankruptcy laws. Furthermore, the Company is incurring increased legal costs and financial adviser costs associated with the activities of the Official Committee of Equity Holders appointed by the U.S. Trustee. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2sU7qbR Secure Point Technologies, Inc. (formerly known as Implant Sciences Corporation), up until the time of the sale of its business to L-3 pursuant to the Transaction in January 2017, provided systems and sensors for the homeland security market and related industries. The technologies focus on detection in two major categories: (i) the detection of "bulk" contraband, which includes materials that would be visible to the eye, such as weapons, explosives, narcotics and chemical agents; and (ii) the detection of "trace" amounts of contraband, which includes trace particles or vapors of explosives, narcotics and chemical agents. Technologies used in the detection of "bulk" materials include computed tomography, transmission and backscatter x-ray, metal detection, trace detection and x-ray, gamma-ray, passive millimeter wave, and neutron analysis. Trace detection techniques used include mass spectrometry, gas chromatography, chemical luminescence, and ion mobility spectrometry. SEGHO TRANS: Approved to Use Bank's Cash Collateral Until Aug. 22 ----------------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has entered an agreed order authorizing Segho Trans., Inc., et al. to use, on an interim basis, Commerce Bank & Trust's cash collateral through Aug. 22, 2017. A continued hearing on the use of cash collateral is set for Aug. 22, 2017, at 10:30 a.m. The Bank is granted a replacement lien in and to all property of the kind presently securing the Debtors' obligations to the Bank. The Debtors will make monthly adequate protection payments to the Bank in the amounts reflected on the reconciliation and projections to the Debtors' motion for use of cash collateral. The Debtors will continue to maintain their assets, and the Debtors will not diminish the position of the Bank. The Debtors will supply the Bank with all of the operating statements filed with the U.S. Trustee and other financial information as reasonably requested by the Bank. The Debtors will file reconciliations to the budgets for the month of June 2017 by July 14, 2017, and for the month of July 2017 by Aug. 15, 2017. A copy of the court order is available at: http://bankrupt.com/misc/mab17-11371-38.pdf About Segho Trans. Inc. Segho Trans., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-11373) on April 17, 2017. Raymond Kario, the president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. John F. Sommerstein, Esq., at the Law Offices of John F. Sommerstein, serves as the Debtor's bankruptcy counsel. STONE PROJECTS: May Use Cash Collateral Until Oct. 4 ---------------------------------------------------- The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts has authorized Stone Project, LLC, to use cash collateral through Oct. 4, 2017. A hearing on the Debtor's use of cash collateral will be held on Oct. 4, 2017, at 10:00 a.m. The Debtor is ordered to file an updated budget by June 15, 2017. In addition, commencing on July 30, 2017, and each month end thereafter, the Debtor is ordered to file a status report containing budget to actual numbers for the prior month(s). A copy of the court order is available at: http://bankrupt.com/misc/mab17-11877-37.pdf The Court previously granted the Debtor's emergency motion to access cash collateral through June 7, 2017. About Stone Project Stone Project, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.Mass. Case No. 17-11877) on May 19, 2017. Nina M. Parker, Esq., at Parker & Associates, serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. SUCCESS INC: Equity Holder to Invest at Least $300,000 ------------------------------------------------------ Success, Inc., filed with the U.S. Bankruptcy Court for the District of Connecticut a fourth amended disclosure statement dated June 5, 2017, which explains its proposed plan to exit Chapter 11 protection. Class 11 Unsecured Claims are impaired under the Plan. The unsecured creditors will be paid 5% of their allowed unsecured claims over the period of 60 months in annual payments commencing the later of 60 days after the Effective Date of the Plan or upon allowance of the particular claim. Gus Curcio, Sr., is the sole owner of the equity of the estate. The Class 12 Claim of the Equity Holder is impaired by the Plan. The Equity Holder will invest a minimum of $300,000 on the Effective Date of the Plan, including the funds necessary to satisfy the initial payment. The $300,000 investment will be deposited and held by the Equity Holder's counsel in escrow prior to the confirmation hearing on the Plan. The Equity Holder has also agreed to provide AS Peleus with a limited guaranty ($200,000) of the Debtor's obligations to AS Peleus under the Plan. In addition, the Equity Holder will waive any claim he may have against the Debtor's estate. The Equity Holder will retain his interest in the Debtor subject to his obligations under the Plan. The Debtor has sought determinations from the Court as to the secured status of the liens on its real estate. As a result of the court orders entered regarding the secured status of liens on its properties, the Debtor has been able to treat many claims under the Plan as unsecured and has reduced its payment obligations to secured creditors. The Debtor seeks to enter into four five-year written lease agreements with tenants for a portion of the Success property. These leases provide for aggregate monthly rental payments in the amount of $6,500 for five years. The Debtor intends to use this rental income to meet its Plan obligations. The Equity Holder is a real estate developer with more than 20 years of experience managing and developing real estate in the Bridgeport, Connecticut area. He is currently the principal of eighteen Connecticut businesses, some of which are engaged in the business of real estate construction, management or development including Majestic Management, LLC, and Comlink, Inc. As part of an effort to confirm the Equity Holder's ability to satisfy his commitments to the Debtor under this Plan, the Equity Holder has provided the Debtor with recent financial disclosures regarding Majestic and Comlink which reflect that Majestic and Comlink have maintained cash balances in excess of $250,000 in May 2017. The Equity Holder shall invest a minimum of $300,000 into the Debtor on or before the Effective Date of the Plan. The Patricia Drive Property is the subject of an ongoing dispute with the Town of Stratford seeking approval to develop the parcel as a four lot subdivision. The Debtor and prior owners of the Patricia Drive Property since 2010 have been repeatedly denied subdivision approval of the property based on a wetlands regulation even though a 2009 owner of the property had obtained wetlands approval for a four lot subdivision. The Debtor commenced an action in September 2016 in Connecticut Superior Court against the Town of Stratford alleging, inter alia, the Town's actions have constituted an inverse condemnation or taking of the property. The Equity Holder has agreed to be responsible for payment of the legal costs associated with this action. The Debtor anticipates that the subdivision approval will be obtained and the Patricia Drive Property will be sold within three years of the Effective Date of the Plan. The Debtor intends to continue to make all debt service and tax payments related to the Patricia Drive Property until it is sold. The Debtor has negotiated written one-year lease agreements with the tenants at the Whippoorwill and James Farm properties pursuant to which the tenants will be responsible for all utility costs except water. These leases will provide the Debtor with monthly revenues of $6,500 and provide for the maintenance of these properties. The Debtor believes that rental income from the Whippoorwill and James Farm properties will make them more marketable for new financing and investment allowing the Debtor to make its plan payments. The Debtor also anticipates continuing its leasing activities for its motor vehicles will generate approximately $4,000 per month of income. These leasing revenues significantly exceed the Debtor's cost of maintaining its vehicles. The Fourth Amended Disclosure Statement is available at: http://bankrupt.com/misc/ctb16-50884-210.pdf As reported by the Troubled Company Reporter on April 25, 2017, the Debtor filed with the Court its third amended disclosure statement, disclosing that its objection to AS Peleus LLC's had been resolved by stipulation, which provided that the creditor will have an allowed secured claim of $976,469.85 as of the petition date. About Success Inc. Success, Inc., was incorporated on April 24, 1996, for the purpose of acquiring and managing real estate properties, both with existing buildings on them as well as vacant properties, residential as well as commercial. The Debtor currently owns four parcels of real property in Connecticut. Two of these properties are single family residential units, one is a commercial property and one is a vacant parcel of land. Success, Inc., filed a Chapter 11 petition (Bankr. D. Conn. Case No. 16-50884) on July 1, 2016. The petition was signed by Gus Curcio, Sr., president. The Debtor is represented by Douglas S. Skalka, Esq., at Neubert, Pepe, and Monteith, P.C. The case is assigned to Judge Julie A. Manning. The Debtor estimated assets and debt at $1 million to $10 million at the time of the filing. No unsecured creditors' committee, trustee or examiner has been appointed in the Debtor's case. On Nov. 21, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. SUMMIT INVESTMENT: Exclusive Plan Filing Period Moved to Sept. 28 ----------------------------------------------------------------- The Hon. Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina has extended, at the behest of Summit Investment Co., Inc., the exclusive period during which only the Debtor may file a plan of reorganization through Sept. 28, 2017. As reported by the Troubled Company Reporter on June 2, 2017, the Debtor sought the Extension, saying it needs additional time to formulate, propose and solicit acceptance of a plan. The Debtor would show that the third-party, unsecured debt is very limited, and that, upon information and belief, no undue hardship will be created or imposed upon the creditors. About Summit Investment Summit Investment Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50230) on March 2, 2017. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Brian P. Hayes, Esq., at the law firm of Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's bankruptcy counsel. SUNSET PARTNERS: May Use Cash Collateral Until July 25 ------------------------------------------------------ The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has granted Sunset Partners, Inc., interim authorization to use through July 25, 2017, cash collateral of the secured creditors, including but not limited to the Massachusetts Department of Revenue (DOR), and lender Harold Brown. A hearing to consider the final approval of the Debtor's cash collateral use will be held on July 25, 2017, at 11:00 a.m. Objections to the Debtor's cash collateral use must be filed by July 21, 2017, at 4:30 p.m. As of the Petition Date, the Debtor owes: i. Harold Brown approximately $4.20 million. The Debtor entered into a financing agreement with the creditor in October 2015. The obligation is secured by lien on all of the Debtor's assets; ii. American Express approximately $125,000. The Debtor entered into a financing arrangement with American Express Bank, FSB, in February 2016. The obligation is secured by a lien on all of the Debtor's assets; iii. DOR approximately $500,000. Between March 15, 2016, and July 5, 2016, the DOR filed four separate tax liens against the Debtor's property; iv. LenoxMartell, Inc., approximately $7,700. The Debtor entered into an agreement with LenoxMartell in April 2014 for the purchase of a soda mix system, a beer line cleaning system, and a mixed gas generator. The obligation is secured by the Lenox-Martell Equipment; and v. US Foods, Inc., approximately $25,000. The Debtor entered into agreement with US Foods in June of 2014 for ongoing purchase and delivery of various goods, inventory, and equipment. The obligation is secured by the US Foods Inventory. On June 7, 2017, the Debtor sought permission to use cash collateral. No objections were filed, and the Court granted the Debtor's the Debtor permission to use cash collateral on the terms and conditions requested through the continued hearing which will be held on July 25. The Court gave the Debtor until July 21, 2017, at 4:30 p.m. to file a reconciliation of actual to budgeted income and expenses. The Debtor is authorized to collect and use those prepetition assets in which the Secured Creditors claim security interests, including any proceeds of prepetition accounts receivable, inventory and cash on hand, for the purposes and on the terms proposed in the Debtor's motion in the operation of its business as debtor-in-possession, provided, however, that the Debtor will use and amend only that amount of American Express and DOR asserted cash collateral as is necessary to avoid immediate and irreparable harm to the Debtor's estate pending a final hearing of the Court on the motion. As adequate protection to the Secured Creditors for the Debtor's use of assets in which the Secured Creditors claim a security interest: (a) the Debtor will pay American Express and the DOR adequate protection in the amount set forth on the budget; (b) the Secured Creditors are granted continuing replacement liens and security interests in the post-petition accounts receivable (if any) to the same validity and extent and priority that they would have had in the absence of the bankruptcy filing; and (c) the Debtor will remain within its budget, within an overall margin of 10%. No payments were ordered to be paid to U.S. Foods, Inc., at this time, without prejudice to its request for adequate protection. Copies of the Debtor's request and the court order are available at: http://bankrupt.com/misc/mab17-12178-3.pdf http://bankrupt.com/misc/mab17-12178-23.pdf About Sunset Partners Sunset Partners, Inc., owns a restaurant in Allston, Massachusetts. The Debtor currently possesses machinery, fixtures, equipment and POS system having an aggregate value of $692,890. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, listing $1.05 million in total assets and $5.67 million in total liabilities. The petition was signed by Marc Berkowitz, vice president. Judge Joan N. Feeney presides over the case. David B. Madoff, Esq., at Madoff & Khoury LLP, serves as the Debtor's bankruptcy counsel. T&L MOBILE: Taps David Schroeder as Legal Counsel ------------------------------------------------- T&L Mobile Television Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire David Schroeder Law Office, P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, prosecute on its behalf all contracts for the sale of its assets, and assist in the preparation of a plan of reorganization. David Schroeder, Esq., charges an hourly fee of $300 while paralegals charge $75 per hour. The firm will be employed under a general retainer of $14,446. Mr. Schroeder disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor's bankruptcy estate or creditors. The firm can be reached through: David E. Schroeder, Esq. David Schroeder Law Office, P.C. 1524 East Primrose St., Suite A Springfield, MO 65804-7915 Tel: 417-890-1000 Fax: 417-886-8563 Email: bk1@dschroederlaw.com About T&L Mobile Television Inc. Based in Nixa, Missouri, T&L Mobile Television Inc. provides live and video-tape mobile production services for sporting events, the entertainment industry, corporate engagements, political campaigns and religious gatherings. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60629) on June 6, 2017. Troy Fain, president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Arthur B. Federman presides over the case. TABERNA PREFERRED: Noteholders Look Into Conduct of TP Management ----------------------------------------------------------------- As is common with collateralized debt obligations, Taberna Preferred Funding IV, Ltd., outsourced its duties to manage and oversee its debt securities to a third-party collateral manager, which is then responsible for day-to-day interfacing with the collateral issuers. At inception, Taberna Capital Management, LLC, the Prior Collateral Manager, was retained by the Debtor for this purpose. In April 2010, the Prior Collateral Manager sold and assigned its rights, duties, and obligations as collateral manager to TP Management LLC, the Current Collateral Manager. Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd., which signed an involuntary Chapter 11 petition for the Debtor, contend that the conduct of the Current Collateral Manager is an issue that should potentially be explored as part of this chapter 11 case. "The Petitioning Creditors are concerned about the inability of the Debtor to actively manage the collateral, a significant professional fee backlog, misaligned incentives, the Debtor's recurring inability to act, and the possibility that wrongdoing may have been committed by the current collateral manager in similar fashion to the misconduct underlying the SEC's enforcement action against the prior collateral manager," counsel to the Petitioning Creditors, Robert J. Pfister, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP tells the Court. In September 2015, the Securities and Exchange Commission publicly announced that it had charged the Prior Collateral Manager and certain of its principals with fraudulently retaining transaction fees properly belonging to the Debtor and six other CDOs, and that these parties had entered into an order settling administrative proceedings. The SEC found that the Prior Collateral Manager had improperly and deceptively received millions of dollars in fees directly from Collateral Issuers in connection with exchange offers, instead of having those transaction fees paid to the CDOs holding the exchanged debt securities. In settlement with the SEC, the Prior Collateral Manager agreed to disgorge $13,000,000, to pay prejudgment interest of $2,000,000, and to suffer a penalty of $6,500,000. While conducting due diligence about certain items of Indenture Collateral, the Petitioning Creditors uncovered information that led them to become concerned that the Current Collateral Manager may have continued the Prior Collateral Manager's practice of requesting or accepting transaction fees in a manner prohibited by the Indenture, the SEC Order, and perhaps even the Current Collateral Manager's Collateral Management Agreement with the Debtor. The Petitioning Creditors have actively sought to investigate whether the Current Collateral Manager in fact acted improperly through the Trustee and the Debtor's board members. Although the parties have devoted meaningful resources to trying to get to the bottom of what should be a simple issue, as of the petition date it remains a mystery whether the Current Collateral Manager has engaged in conduct similar to that of the Prior Collateral Manager. The Petitioning Creditors believe that the conduct of the Current Collateral Manager is an issue that should potentially be explored as part of this chapter 11 case. Other Serious Structural Problems In addition to a defective management structure that already let the Prior Collateral Manager abuse the Debtor and wrongfully extract millions of dollars and that could permit such misconduct to happen again (indeed, it already may have), the Noteholders believe that there are other defects in the Debtor's basic structure: 1. Inability to Actively Manage the Indenture Collateral. There is a substantial risk of significant future defaults in the Indenture Collateral, most of which matures in approximately 19 years, ranks junior-most in a Collateral Issuer's often highly-leveraged capital structure, and is quite vulnerable to economic downturns since these Collateral Issuers generally own recession-sensitive assets, such as real estate and housing products. The Indenture Collateral's terms are rarely what today's markets would require for similar securities, and the issuances held by the Debtor are relatively small and concentrated in passive owners such as other CDOs that will not represent the issuance adequately if necessary. 2. Large Fee Backlog Precludes Effective Representation. Under the Indenture, the fees that can be paid to attorneys or other professionals to assist the Debtor, including in monitoring and overseeing Indenture Collateral or enforcing the Debtor's rights against Collateral Issuers, are effectively capped at $100,000 per quarterly payment period. Any unpaid amounts in excess of this cap occupy a subordinated status in the waterfall, and may be carried forward in perpetuity until a future quarter's expenses are less than $100,000. Based on information conveyed by the Trustee, the Current Collateral Manager, on behalf of the Debtor, may have accrued as much as $1,500,000 in unpaid fees and expenses from April 2014 through March 2017, which is in addition to the approximately $1,200,000 paid to professionals during this 3-year period. It may thus take approximately four years to fully repay professional fees that the Debtor has already incurred, without accounting for additional accruals. This fee overhang arose during a period of relative economic calm and low defaults, and the pace of the fee accruals may accelerate in times of economic stress. Given the high risk of future defaults on the Indenture Collateral over the next 19 years, the inability to engage or pay necessary professionals is a significant problem. The Debtor's limited ability to pay professionals also has consequences beyond preservation of the Indenture Collateral. 3. Management Incentives Are Not Aligned. Under the Indenture, the Collateral Manager receives (i) regular, ongoing management fees paid at the top of the waterfall (the "Base Collateral Management Fee") and (ii) subordinated management fees paid lower down in the waterfall (the "Incentive Fees"). Because of the Indenture Collateral's poor performance, the hurdles required to trigger Incentive Fees cannot be achieved under any conceivable scenario. As a result, the Incentive Fee no longer motivates the Collateral Manager. In addition, the Base Collateral Management Fee is a fixed percentage of the current amount of performing Indenture Collateral so long as such Indenture Collateral remains outstanding. Thus, while the Current Collateral Manager has an incentive to ensure that Indenture Collateral does not default, it nonetheless benefits economically if those securities simply remain outstanding and are not sold or redeemed prior to maturity. This creates yet another financial diversion of incentives, because a par redemption, discounted redemption, or sale of Indenture Collateral could economically benefit the holders of Notes but economically harm the Collateral Manager. 4. The Debtor's Structure and Governance Creates a Recurring Inability to Act. The senior-most noteholders are the residual claimants but lack robust voting and direction rights while junior holders and equity that are clearly "out of the money" remain outstanding and continue to have many of these rights. For example, (i) certain amendments to the Indenture require the affirmative consent of all holders of Notes, including "out-of-the money" Notes, and equity; and (ii) removal of the Collateral Manager without cause requires certain "out-of-the-money" classes to consent. There also appears to be no way for the holders of Notes to select members of the Debtor's board of directors or direct the board to take desired actions. In short, the Debtor suffers from a real and continuing governance problem: parties with no remaining economic interest have rights and the ability to block (and no incentives to approve) actions that would benefit the Debtor and its actual economic stakeholders, the senior-most noteholders. "In sum, it is beyond credible dispute that the Debtor is a hopelessly broken CDO. If the problems with the Debtor are not resolved, then the Petitioning Creditors and other noteholders remain at risk of substantial and inappropriate value destruction beyond what has already occurred. The Petitioning Creditors have therefore commenced and intend to prosecute this involuntary bankruptcy case so the Debtor can be holistically restructured in a process that affords all parties the rights and protections Congress has codified in the Bankruptcy Code," the Petitioning Creditors said. About Taberna Preferred Funding IV Created in late 2005, Taberna Preferred Funding IV, Ltd. is a structured-finance entity known as a collateralized debt obligation ("CDO"), an entity that issues debt to investors in exchange for cash. Taberna issued more than $630 million of secured notes in eleven descending classes under an Indenture dated as of December 23, 2005, which notes were anticipated to be repaid over the following 30 years via the proceeds generated by the underlying collateral Taberna bought. Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. filed an involuntary Chapter 11 petition for Taberna on June 12, 2017 (Bankr. S.D.N.Y. Case Number 17-11628). The Petitioning Creditors collectively hold 100% of the most-senior tranche of notes issued by the Debtor, totaling approximately $137 million, and roughly 34% of the second-most senior tranche of notes, totaling approximately $17 million. The Hon. Mary Kay Vyskocil is the case judge. Klee, Tuchin, Bogdanoff & Stern LLP is serving as the Petitioning Creditors' counsel, with the engagement led by Robert J. Pfister, Esq., and Whitman L. Holt, Esq. TABERNA PREFERRED: Noteholders Ready to File Viable Plan -------------------------------------------------------- Creditors who signed an involuntary Chapter 11 petition against Taberna Preferred Funding IV, Ltd., are asking the U.S. Bankruptcy Court for the Southern District of New York to terminate Taberna's exclusive period to propose, and solicit acceptances of, a Chapter 11 plan. The Petitioning Creditors -- Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. -- hold 100% of the most-senior tranche of notes issued by the Debtor, totaling approximately $137 million, and roughly 34% of the second-most senior tranche of notes, totaling approximately $17 million. The notes are secured by the Debtor's assets, largely consisting of certain debt securities which were intended to generate sufficient interest and principal payments to support the Debtor's obligations under the notes. The Petitioning Creditors claim that the Debtor -- a special-purpose structured finance entity, with no operations, extremely limited resources available to it, and hundreds of millions of dollars in defaulted note obligations -- has no intention to file and prosecute a plan in the Chapter 11 case. The Petitioning Creditors, on the other hand, intend to immediately file a viable chapter 11 plan and prosecute its confirmation upon the termination of the Exclusivity Periods. The Petitioning Creditors understand that the Debtor does not intend to oppose the Exclusivity Termination Motion or to contest entry of an order for relief in this case. "Here, it is plain that the Court's termination of the Debtor's Exclusivity Periods would materially advance the progress of this Chapter 11 Case. Indeed, given that the Debtor has relayed that it does not intend to prepare or prosecute a chapter 11 plan itself, the denial of the Motion would effectively grind this case to a standstill at its very outset by requiring that the plan process be held in abeyance for several months, but to no ultimate end. Maintaining the Exclusivity Periods would serve no purpose, and would unjustifiably and unnecessarily subject the noteholders to further delay and the risk that the value of the underlying collateral securities will continue to dissipate. By contrast, terminating exclusivity would allow the Petitioning Creditors to proceed with the plan process regarding the chapter 11 plan they have prepared, and would equally create a level and open playing field in the event that other parties wish to propose plans. Under the circumstances, there is ample "cause" to eliminate a statutory protection that this Debtor simply has no desire to utilize. The Court should therefore grant the Motion and terminate the Exclusivity Periods, thereby allowing the Petitioning Creditors -- and any other stakeholder -- to file and prosecute to confirmation a chapter 11 plan," Whitman L. Holt, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, asserts. A hearing on the Motion is scheduled for July 12, 2017, at 10:00 a.m. (ET). Objections are due July 5. No Objection From Directors Prepetition, the Petitioning Creditors had several discussions with the Debtor's board of directors. The Petitioning Creditors have discussed a bankruptcy filing with the directors. The Petitioning Creditors have been informed that the Debtor does not intend to (a) file a voluntary petition for relief under the Bankruptcy Code, (b) contest the involuntary petition or (c) file and prosecute a chapter 11 plan in this case. The Petitioning Creditors further understand that the Debtor believes that by commencing this chapter 11 case, the Petitioning Creditors are exercising their rights and remedies under the Indenture and applicable law. As such, the Petitioning Creditors will be moving to terminate the Debtor's exclusivity periods under Bankruptcy Code section 1121(d)(1) for all parties in interest in this chapter 11 case, which relief they understand the Debtor does not intend to oppose. About Taberna Preferred Funding IV Created in late 2005, Taberna Preferred Funding IV, Ltd. is a structured-finance entity known as a collateralized debt obligation ("CDO"), an entity that issues debt to investors in exchange for cash. Taberna issued more than $630 million of secured notes in 11 descending classes under an Indenture dated as of December 23, 2005, which notes were anticipated to be repaid over 30 years via the proceeds generated by the underlying collateral Taberna bought. Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. filed an involuntary Chapter 11 petition for Taberna on June 12, 2017 (Bankr. S.D.N.Y. Case Number 17-11628). The Petitioning Creditors collectively hold 100% of the most-senior tranche of notes issued by the Debtor, totaling approximately $137 million, and roughly 34% of the second-most senior tranche of notes, totaling approximately $17 million. The Hon. Mary Kay Vyskocil is the case judge. Klee, Tuchin, Bogdanoff & Stern LLP is serving as the Petitioning Creditors' counsel, with the engagement led by Robert J. Pfister, Esq., and Whitman L. Holt, Esq. TABERNA PREFERRED: Noteholders Seek to Force Bankruptcy ------------------------------------------------------- The senior-most creditors of Taberna Preferred Funding IV, Ltd., who claim they are owed more than $150 million on account of secured notes, are trying to force the structured finance entity into bankruptcy. Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. -- who collectively hold 100% of the most-senior tranche of notes issued by the Debtor, totaling approximately $137 million, and roughly 34% of the second-most senior tranche of notes, totaling approximately $17 million -- filed an involuntary Chapter 11 petition for Taberna on June 12, 2017 (Bankr. S.D.N.Y. Case Number 17-11628). The Petitioning Creditors want to a lead Chapter 11 restructuring for Taberna to stem the further erosion in value of their collateral in a case were lower ranked creditors are currently "out of the money." Created in late 2005, Taberna is a structured-finance entity known as a collateralized debt obligation ("CDO"), an entity that issues debt to investors in exchange for cash. Taberna issued more than $630 million of secured notes in eleven descending classes under an Indenture dated as of December 23, 2005, which notes were anticipated to be repaid over the following thirty years via the proceeds generated by the underlying collateral bought by the Debtor. According to the Petitioning Creditors, the underlying collateral performed extremely poorly during the Great Recession in 2005 and accompanying financial crisis, which led the Debtor to default under the Indenture. In mid-2009, all the notes were accelerated under the Indenture, thereby becoming immediately due and owing. Those notes remain accelerated today, and thus the Debtor now has hundreds of millions of dollars in undisputed matured debt obligations and is not paying its debts as such debts become due. Furthermore, the underlying collateral continues to perform poorly. The Petitioning Creditors have each invested in the senior-most tranches of debt issued by the Debtor. As of the Petition Date, the Petitioning Creditors hold 100% (approximately $137 million) of the first-priority Class A-1 Notes and roughly 34% (approximately $17 million) of the second-priority Class A-2 Notes. The Petitioning Creditors believe the Debtor is and will remain hopelessly insolvent in all senses of the word. In addition to the Debtor failing to pay its matured debts for years, the Petitioning Creditors fear that the value of the collateral under the Indenture may be less than even the face amount of the Class A-1 Notes. Accordingly, the vast majority of the Debtor's creditors are fully "out of the money." "The Petitioning Creditors have devoted substantial energy and resources to attempting to find a non-bankruptcy path that might free the Debtor and the Indenture Collateral from the Indenture's straitjacket. None of these paths have worked, no alternative path has been identified by any party, and the Petitioning Creditors are thus left with the unhappy prospect that the Indenture Collateral will continue to languish and erode at their expense and potentially at the expense of other creditors. Federal bankruptcy law, however, provides the substantive tools, structure, and process necessary to holistically resolve the entire situation. Indeed, there is no forum other than this Court in which the Debtor can be comprehensively restructured while ensuring that all creditors receive a fair and equitable treatment of their claims. It is for this reason that the Petitioning Creditors have exercised their legal rights, which the Indenture contemplates them exercising,14 by filing an involuntary chapter 11 petition in respect of the Debtor," counsel to the Petitioning Creditors, Robert J. Pfister, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP tells the Court. Highly Dysfunctional Status Quo In analyzing how best to address the Debtor's situation, the Petitioning Creditors observed that there are substantial inefficiencies and defects in the Debtor's structure, governance, and management. Worse, illegal conduct and significant value destruction has occurred and may continue to occur. The situation is such that remaining in the highly-dysfunctional status quo is untenable. In the months preceding the involuntary bankruptcy filing, the Petitioning Creditors devoted substantial effort and resources to finding an alternative solution to the Debtor's problems. The Petitioning Creditors requested that the indenture trustee solicit consents to allow the underlying collateral to be liquidated. When that did not work, the Petitioning Creditors commenced a public cash tender offer to purchase other notes in amounts that could allow them to effectuate amendments of the Indenture or liquidation of the collateral. The Petitioning Creditors then amended their tender offer terms in an effort to induce greater participation. When the amended tender offer also proved unsuccessful, the Petitioning Creditors engaged in discussions with the indenture trustee, the Debtor's directors, and other stakeholders to identify any viable non-bankruptcy approach to resolve matters. Neither the Petitioning Creditors nor any other party was able to identify any nonbankruptcy path that would allow the numerous inefficiencies and defects in the Debtor's core structure to be addressed -- let alone one that would permit creditors holding undisputed matured debts to receive a fair payment on their claims and move on with their affairs. Under the circumstances, the time-honored tools provided in the Bankruptcy Code are the best and likely the only route to restructure this paralyzed Debtor, as has been done successfully with other broken CDOs. The Petitioning Creditors have prepared a chapter 11 plan that will restructure the Debtor by repairing the substantial inefficiencies and defects in its structure in a manner fully consistent with the Bankruptcy Code and applicable law. As soon as they are permitted to do so under Bankruptcy Code section 1121, the Petitioning Creditors are ready to file their plan and accompanying documents, and then they will promptly pursue confirmation of that plan. In sum, it is beyond credible dispute that the Debtor is a hopelessly broken CDO, the Petitioning Creditors say. If the problems with the Debtor are not resolved, then the Petitioning Creditors and other noteholders remain at risk of substantial and inappropriate value destruction beyond what has already occurred. The Petitioning Creditors have therefore commenced and intend to prosecute this involuntary bankruptcy case so the Debtor can be holistically restructured in a process that affords all parties the rights and protections Congress has codified in the Bankruptcy Code. $630 Million of Secured Debt The Debtor's capital structure consists of 43,000 shares of preferred stock, 1,000 ordinary shares, and eleven classes of debt under the Indenture with an original aggregate principal amount of $630,175,000 (the "Notes"). The stated maturity date of the Notes is May 5, 2036, but all obligations under the Indenture are in default and have been accelerated such that they are currently due and payable. The current principal amounts outstanding under the notes total $517,866,555: * Class A-1 First Priority Delayed Draw Senior Secured Floating Rate Notes Due May 5, 2036 ("Class A-1 Notes") with current principal amount of $136,972,850. * Class A-2 Second Priority Senior Secured Floating Rate Notes Due May 5, 2036 ("Class A-2 Notes") with current principal amount of $50,000,000. * Class A-3 Third Priority Senior Secured Floating Rate Notes Due May 5, 2036 ("Class A-3 Notes" and together with the Class A-1 Notes and Class A-2 Notes, the "Class A Notes") with current principal amount of $20,000,000. * Class B-1 Fourth Priority Secured Floating Rate Notes Due May 5, 2036 ("Class B-1 Notes") with current principal amount of $81,450,000. * Class B-2 Fourth Priority Secured Fixed Rate Notes Due May 5, 2036 ("Class B-2 Notes" and together with the Class B-1 Notes, the "Class B Notes") with current principal amount of $7,000,000. * Class C-1 Deferrable Fifth Priority Secured Floating Rate Notes Due May 5, 2036 ("Class C-1 Notes") with current principal amount of $55,034,955. * Class C-2 Deferrable Fifth Priority Secured Fixed/Floating Rate Notes Due May 5, 2036 ("Class C-2 Notes) with current principal amount of $24,908,675. * Class C-3 Deferrable Fifth Priority Secured Fixed/Floating Rate Notes Due May 5, 2036 ("Class C-3 Notes" and together with the Class C-1 Notes and Class C-2 Notes, the "Class C Notes") with current principal amount of $46,935,578. * Class D-1 Deferrable Mezzanine Secured Floating Rate Notes Due May 5, 2036 ("Class D-1 Notes") with current principal amount of $29,133,631. * Class D-2 Deferrable Mezzanine Secured Fixed Rate Notes Due May 5, 2036 ("Class D-2 Notes" and together with the Class D-1 Notes, the "Class D Notes") with current principal amount of $26,854,403. * Class E Deferrable Subordinate Secured Floating Rate Notes Due May 5, 2036 ("Class E Notes") with current principal amount of $39,576,463 The Indenture expressly provides for the contractual seniority, payment priority, and subordination of certain classes of Notes relative to other classes of Notes. As such, the Class A-1 Notes rank senior to all other Notes; the Class A-2 Notes rank senior to all other Notes except the Class A-1 Notes; the Class A-3 Notes rank senior to all other Notes except the Class A-1 Notes and the Class A-2 Notes; and so on for each class of Notes. The current indenture trustee is Deutsche Bank Trust Company Americas, as successor trustee to two previous institutional trustees under the Indenture. Debtor's Assets The Debtor's tangible assets originally consisted of a portfolio of mostly long-dated, low-coupon, covenant-light, junior subordinated debt securities. Most of the Indenture Collateral was issued by unrated real estate investment trusts, real estate operating companies, and homebuilders (collectively, the "Collateral Issuers") and, at issuance in December 2005, originally consisted of approximately $650,000,000 in original face amount of debt securities. As of the Debtor's most recent monthly report dated May 1, 2017, $247,392,321 in current principal amount of Indenture Collateral that is not classified as defaulted in the May Report remains outstanding. The Indenture Collateral has performed very poorly since December 2005. As of the May Report, only about 41% of the original face amount has performed as expected -- 27% represents Indenture Collateral that is unmodified and currently performing and 14% represents Indenture Collateral that was fully redeemed at par -- although even this collateral suffers from substantially off-market coupons and covenants. The remaining 59% of the original face amount of the Indenture Collateral has not performed as expected and has suffered permanent value loss, including for these reasons: (a) 31% was issued by Collateral Issuers that either filed for bankruptcy or defaulted with negligible recovery, (b) 5% was redeemed or repurchased at steep discounts to par, (c) 19% was exchanged -- in connection with distressed exchange offers -- for new and inferior debt instruments whose subsequent performance has been mixed, and (d) 4% was exchanged for new debt that subsequently defaulted with negligible recovery. Further, the vast majority of the remaining non-defaulted Indenture Collateral (95% of current face value) consists of Low-Grade Securities -- an asset class that has over the past decade generally experienced extremely high rates of restructurings and defaults, coupled with decidedly low recoveries on default. Since inception, only approximately one third of this asset class has performed as expected, with the remainder either defaulting or being subjected to distressed exchanges. With approximately 18-19 years remaining until formal maturity of many of these Low-Grade Securities, substantially below-market coupons, and other inherently disadvantageous or off-market terms, there is significant cause for concern regarding the current realizable value and future performance of the Debtor's already very damaged debt portfolio. About Taberna Preferred Funding IV Created in late 2005, Taberna Preferred Funding IV, Ltd. is a structured-finance entity known as a collateralized debt obligation ("CDO"), an entity that issues debt to investors in exchange for cash. Taberna issued more than $630 million of secured notes in 11 descending classes under an Indenture dated as of December 23, 2005, which notes were anticipated to be repaid over 30 years via the proceeds generated by the underlying collateral Taberna bought. Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. filed an involuntary Chapter 11 petition for Taberna on June 12, 2017 (Bankr. S.D.N.Y. Case Number 17-11628). The Petitioning Creditors collectively hold 100% of the most-senior tranche of notes issued by the Debtor, totaling approximately $137 million, and roughly 34% of the second-most senior tranche of notes, totaling approximately $17 million. The Hon. Mary Kay Vyskocil is the case judge. Klee, Tuchin, Bogdanoff & Stern LLP is serving as the Petitioning Creditors' counsel, with the engagement led by Robert J. Pfister, Esq., and Whitman L. Holt, Esq. TALLAHASSEE INDOOR: Ray MacInnes Tries to Block Disclosures OK -------------------------------------------------------------- Creditor Ray MacInnes filed with the U.S. Bankruptcy Court for the Northern District of Florida an objection to Tallahassee Indoor Shooting Range LLC's amended disclosure statement and amended small business plan. The Amended Disclosure Statement, according to Mr. McInnes, does not provide adequate information, and because the disclosure is inadequate, the Amended Small Business Plan should not be confirmed. Mr. MacInnes' claims arise out of a promissory note and purchase agreement between him and the Debtor. After the Debtor failed to make payments as required, Mr. MacInnes instituted an action in the Northern District of Florida. This case was set for trial on Sept. 6, 2016. On Aug. 26, 2016, the Debtor filed a Suggestion of Bankruptcy, staying the case. In response to the bankruptcy filing, Mr. MacInnes timely filed a proof of claim in the amount of $299,218.75. Mr. MacInnes has now received the Amended Disclosure Statement that the Debtor is seeking to be confirmed. Mr. MacInnes objects to the confirmation of the Amended Disclosure Statement and Amended Plan as it fails to adequately inform him as to how his claim will be treated, fails to adequately inform him as how the numbers were arrived at, has conflicting information, and pays the owners more than they are currently making now. Mr. MacInnes has not received a ballot. To the extent he does not timely receive one, it should be noted that Mr. MacInnes votes to not approve the Amended Plan. Mr. MacInnes says that while the Amended Disclosure Statement and Amended Plan did address some of the issues he initially raised, it still fails provide him with adequate information. There is no discussion or evaluation as to how these amounts were determined, Mr. MacInnes states. Mr. MacInnes cannot compare these numbers to the operating reports filed as the Amended Disclosure Statement and Amended Plan are contradictory. "In some places, the IRS payments are to be made monthly, in other places quarterly. This makes a large difference in the amount of money available each month," Mr. MacInness says. Additionally, the Amended Disclosure Statement has an entirely different treatment of unsecure creditors than the Amended Plan, which only purports to pay unsecure creditors 10% of their claim, Mr. MacInness states. If the plan is approved, Mr. MacInnes will not be treated in the way the Amended Disclosure Statement states he will be. Mr. MacInness says, "There is no support for paying the managers $5,200 per month. The latest operating report, March of 2017, only shows a payroll expense of $5,022.82. There is no discussion of whether or not this payroll is to the managers or to other employees or if that payroll is actually the distribution to the managers. Additionally, there is no discussion as to why the three managers of an operation that is losing almost $10,000 per month are entitled to that amount of monthly distribution. Overall, the plan is lacking in details that show that the payments proposed by the Debtor are appropriate or feasible. Debtor simply states that the source of the payments will be '[b]usiness revenue form Debtor's principle business operations.' Yet, there is no way for Mr. MacInnes to determine if these payments will be adequately covered by the business operations or if Debtor has additional money that could be used to pay him." Mr. MacInness claims that the latest monthly operating report, March 2017, is devoid of any information with all of the required information left blank. The Debtor has simply attached ledgers and bank statements for that month that fail to show the detail required in these operating report forms. A copy of the Objection is available at: http://bankrupt.com/misc/flnb16-40407-66.pdf As reported by the Troubled Company Reporter on May 17, 2017, the Debtor filed with the Court an amended disclosure statement dated May 8, 2017, referring to the Debtor's plan of reorganization. Class 3 General Unsecured Claims are impaired by the Plan. The Debtors will pay the holders the maximum sum of $50,000 payable over five years in semi-annual payments to all the allowed claims. The payment would be funded by the ongoing business operation of the Debtor. No distributions to insiders would occur during the five-year payout except for wages paid in the ordinary course of business and as disclosed in the Disclosure Statement. In the event the Debtor is unable to resolve the claim of MacInness and is successful in opposing the claim of MacInness, then payment to all other allowed unsecured claims would be a 100% dividend under the Plan. Counsel for Ray MacInnes: Stephen B. Burch, Esq. SMITH & ASSOCIATES 1499 S. Harbor City Blvd., Suite 202 Melbourne, FL 32901 Tel: 321-676-5555 Fax: 321-676-5558 Email: Stephen@Smithlawtlh.com About Tallahassee Indoor Tallahassee Indoor Shooting Range LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 16-40407) on Aug. 26, 2016. The petition was signed by Robert W. Kornegay Sr., managing member. The Debtor is represented by Robert Bruner, Esq. The Debtor also hired J. Stanley Chapman, Esq., at Equels Law Firm to represent the Debtor in a lawsuit it filed against Blueprint 2000 Intergovernmental Agency in the Circuit Court of Leon County, Florida. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The U.S. Trustee informs the U.S. Bankruptcy Court for the Northern District of Florida that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Tallahassee Indoor Shooting Range LLC due to insufficient response to the U.S. Trustee communication/contact for service on the committee. On Feb. 17, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. TERRACE MANOR: Discloses Appointment of Receiver in Latest Plan --------------------------------------------------------------- Terrace Manor, LLC, disclosed in a filing with the U.S. Bankruptcy Court for the District of Columbia that a receiver has been appointed for its 61-unit apartment building in Washington, DC. Marc Albert, the newly-appointed receiver, is tasked to identify and abate D.C. Code violations as well as the health and safety issues at the property. The appointment came following approval by the bankruptcy court of the agreement, which resolved the District of Columbia's motion to appoint a receiver. The company believes that all Housing Code violations and health and safety issues will be abated prior to confirmation of its restructuring plan. Terrace Manor also disclosed in the court filing that its parent company Sanford Capital LLC and property manager Oakmont Management Group have agreed to fund the expenses set forth in its cash collateral budget of approximately $84,000. The budget covers the period April 2 to August 14, 2017. Subsequent to August 14, Sanford and Oakmont have the discretion to make additional advances to Terrace Manor but are not obligated to do so. Terrace Manor has already filed a motion with the bankruptcy court to approve the post-petition loans of Sanford and Oakmont, according to the latest disclosure statement, which describes the company's second amended plan of reorganization. A copy of the disclosure statement is available for free at https://is.gd/GLTEAH About Terrace Manor LLC Terrace Manor, LLC, owns a 61-unit residential apartment building located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E. and 2270-2272 Savanah Street, S.E. Washington, DC. It is a single asset real estate as defined in 11 U.S.C. Section 101(51B). Sanford Capital, LLC, is the 100% owner of Debtor. The Debtor filed a Chapter 11 petition (Bankr. D.D.C. Case No. 17-00175) on March 30, 2017. The petition was signed by Carter A. Nowell, managing member of Sanford Capital. The case is assigned to Judge Martin S. Teel, Jr. At the time of filing, the Debtor had estimated both assets and liabilities between $1 million to $10 million. Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy counsel to the Debtor. On April 10, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. TIDEWATER INC: BlackRock Reports 4.9% Stake as of May 31 -------------------------------------------------------- BlackRock, Inc. reported that it may be deemed to beneficially own 2,311,785 shares or roughly 4.9% of the common stock of Tidewater, Inc., as of May 31, 2017. BlackRock may be reached at: Spencer Fleming, Attorney-In-Fact Chris Jones, Chief Investment Officer BlackRock Inc. 55 East 52nd Street New York, NY 10055 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. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Tidewater Inc. as of May 31, according to a court docket. TRANSGENOMIC INC: Obtains Approval of Merger with Precipio ---------------------------------------------------------- Transgenomic, Inc.'s stockholders have approved the merger with Precipio Diagnostics, LLC. Upon completion of the merger, the Company expects to meet the requirements for its stock to be relisted on NASDAQ under the new symbol "PRPO." As previously reported on Oct. 13, 2016, Transgenomic, New Haven Labs Inc., a wholly-owned subsidiary of the Company, and Precipio Diagnostics, LLC entered into an Agreement and Plan of Merger pursuant to which Precipio will become a wholly-owned subsidiary of the Company, on the terms and subject to the conditions set forth in the Merger Agreement. Following the Merger, Transgenomic will change its name to Precipio, Inc. Over 90% of the votes cast by Transgenomic shareholders were in favor of the merger and the other various proposals that were put forth for consideration at the special stockholder meeting. In addition, Precipio Diagnostics' members approved the merger with over 95% of the outstanding membership interests voting in favor. Both companies are continuing to work to close the combined Company's $7 million private placement of preferred convertible securities, as well as a conversion of all outstanding secured debt into the combined company's preferred convertible securities. Upon completion of these remaining conditions, the merger will be consummated. Additionally, the conversion of secured debt and planned capital infusion are expected to provide the combined company with a clean balance sheet and sufficient capital to pursue its planned expansion. Paul Kinnon, Transgenomic president and chief executive officer, said, "We are very pleased that the merger with Precipio has been approved by the stakeholders in both companies. We believe that the combination of our leading ICE COLD-PCR mutation detection technology and Precipio Diagnostics' unique business model and expertise aimed at improving the diagnosis and treatment of cancer has major clinical and commercial potential." "We are delighted to have reached this stage and received the approval of both companies' stockholders and members for the merger. We appreciate everyone's patience as the companies went through this long and complex process, and now we are ready to get to work and focus together on building the new company," said Ilan Danieli, Precipio Diagnostics founder and chief executive officer. "We believe strongly that this is the beginning of increased value creation for our stockholders and new investors, as we join these two companies' business models and teams, utilizing our network of expertise, and proprietary technologies to deliver an improved level of diagnostic accuracy to patients." Transgenomic said its ICE COLD-PCR (ICP) offers major advantages over current sequencing technologies. It delivers at least a 100-fold improvement in sensitivity compared to standard methodologies, allowing detection of both known and previously unknown genetic alterations in any exon of any gene using a single assay. It is robust, easy to use and easily implemented, requiring minimal disruption to established sequencing workflows. ICP technology is available as ICEme Kits that deliver up to a 500-fold increase in mutation detection compared to most current methods, with levels of detection routinely achievable down to 0.01%. This ultra-high sensitivity enables detection of low level mutations that allow accurate patient monitoring as well as stratification of cancer sub-populations. ICEme Kits work well with most patient samples, including tissue, blood, plasma, urine and other biofluids. The kits are simple to use and work with most of the genomic analytic platforms available in laboratories today. They are easily customizable for use with single mutations or in combination. The current menu includes approximate 20 clinically relevant, actionable mutations that are associated with important cancers. Additional mutations are being added on an ongoing basis. ICE COLD-PCR was originally developed by the laboratory of Dr. Mike Makrigiorgos at the Dana-Farber Cancer Institute, which has exclusively licensed rights to the technology to Transgenomic. About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in oncology and inherited diseases through advanced diagnostic technologies, such as its revolutionary ICE COLD-PCR, which enables use of liquid biopsies for mutation detection. The company also provides specialized clinical and research services to biopharmaceutical companies developing targeted therapies. Transgenomic's diagnostic technologies are designed to improve medical diagnoses and patient outcomes. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Transgenomic had $1.25 million in total assets, $20.61 million in total liabilities, and a total stockholders' deficit of $19.35 million. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. TWIN MILLS: Taps Bankruptcy Advocates as Legal Counsel ------------------------------------------------------ Twin Mills Timber & Tie Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Illinois to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Bankruptcy Advocates LLP to, among other things, prepare a plan of reorganization and pursue the recovery of its assets. Darrell Dunham, Esq., and Marcus Herbert, Esq., will charge $250 per hour for their services while paralegals will charge an hourly fee of $50. The attorneys received a retainer of $5,000 from the Debtor. The firm does not hold or represent any interest adverse to the Debtor or its bankruptcy estate, and is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Darrell W Dunham, Esq. Bankruptcy Advocates LLP 308 W. Walnut Carbondale, IL 62901 Tel: (618) 549-9800 Fax: (618) 549-9805 Email: bankruptcyadvocates@gmail.com About Twin Mills Timber & Tie Co. Twin Mills Timber & Tie Co., Inc. is a small business debtor engaged in the pallet and wood mat manufacturing. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-40491) on June 5, 2017. Keith Wilson, president, signed the petition. At the time of the filing, the Debtor disclosed $265,548 in assets and $1.39 million in liabilities. Judge Laura K. Grandy presides over the case. The Debtor previously sought bankruptcy protection (Bankr. S.D. Ill. Case No. 11-41378) on Oct. 14, 2011. VANGUARD NATURAL: Amended RSA Requires Plan Approval by July 18 --------------------------------------------------------------- Vanguard Natural Resources, LLC, has entered into an amendment to the Restructuring Support Agreement with certain noteholders. Prior to commencing the Chapter 11 Cases, the Debtors entered into a Restructuring Support Agreement, dated as of Feb. 1, 2017, which sets forth, subject to certain conditions, the commitment of the Debtors and the Restructuring Support Parties to support a comprehensive restructuring of the Debtors' long-term debt effectuated through the Plan. The Company initially entered into the Restructuring Support Agreement with: (i) certain holders of the 7.875% Senior Notes due 2020; (ii) certain holders of the 8 3/8% Senior Notes due 2019; and (iii) certain holders of the 7.0% Senior Secured Second Lien Notes due 2023. On June 6, 2017, certain lenders under the Company's Third Amended and Restated Credit Agreement among Vanguard Natural Gas, LLC, as borrower, each guarantor thereunder, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto, dated as of September 30, 2011, became parties to the amended Restructuring Support Agreement dated as of May 23, 2017 -- Consenting RBL Lenders. The RSA impose these Milestones for VNR: -- no later than May 31, 2017, the Debtors shall file with the Bankruptcy Court the Hedge Motion; -- no later than June 14, 2017, the Bankruptcy Court shall enter the Hedge Order; -- no later than June 2, 2017, the Bankruptcy Court shall enter the Disclosure Approval Order; -- no later than July 18, 2017, the Bankruptcy Court shall enter the Confirmation Order; and -- no later than July 24, 2017, the Company shall have received all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the Agreement, the Plan and Confirmation Order and the effective date of the Plan shall occur. The RSA requires VNR to (a) pay or reimburse when due: -- all reasonable and documented fees and expenses (including travel costs and expenses) of the following (regardless of whether such fees and expenses were incurred before or after the Petition Date), Milbank, Tweed, Hadley & McCloy LLP as primary counsel, Porter Hedges LLP, as local counsel, W.D. Von Gonten & Co. (or comparable consulting firm) as consultants, PJT Partners LP as financial advisor, in each case to the Consenting Senior Note Holders and Backstop Parties and any such other advisors or consultants as may be reasonably determined by the Consenting Senior Note Holders and Backstop Parties, in consultation with VNR, and -- subject to Bankruptcy Court approval, all reasonable and documented fees and expenses (including travel costs and expenses) of the following (regardless of whether such fees and expenses were incurred before or after the Petition Date): Morrison & Foerster LLP as primary counsel, Jackson Walker LLP as local counsel, and Centerview Partners LLC as financial advisor, in each case to the Consenting Second Lien Note Holders and 2L Investors. The fees and expenses of the RBL Agent and holders of RBL Facility Claims shall be paid as provided for in the Plan Term Sheet. On June 6, 2017, the Bankruptcy Court entered the Order approving the Debtors' disclosure statement filed on May 31, relating to the Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, dated as of May 31, as containing adequate information pursuant to section 1125(b) of the Bankruptcy Code for use in the solicitation of acceptances or rejections of the Plan. On June 7, the Debtors filed with the Bankruptcy Court the solicitation version of the Plan, a copy of which is available at https://is.gd/J6c6bO A full-text copy of the Restructuring Support Agreement, dated as of Feb. 1, 2017, reflecting amendments implemented by Amendment dated May 23, 2017, among the Company, the Restructuring Support Parties, and the Commitment Parties thereto, is available at https://is.gd/CWQyex The RBL lending consortium consists of: -- ABN AMRO Capital USA LLC Urvashi Zutshi, Managing Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- ZB, N.A. dba Amegy Bank G. Scott Collins, Senior Vice President Alexander Ouyang, Assistant Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Associated Bank, N.A. Alison K. Tregilgas Senior Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- BANC OF AMERICA CREDIT PRODUCTS, INC. Margaret Sang, Authorized Signatory Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Bank of America, N.A. Jacob Carson, Assistant Vice President [Solely with respect to the loan or loans managed by the Special Asset Division and encompasses only those loan or loans so held by Bank of America, N.A. as Consenting RBL Lender.] Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- BARCLAYS BANK PLC ("Barclays"), solely in respect of its Portfolio Management Group ("PMG") and not any unit group, division or affiliate of Barclays and solely in respect of PMG's RBL Facility Claims May Huang, Assistant Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Black Diamond Credit Strategies Master Fund, Ltd. as a Lender BY: BDCM Fund Adviser, L.L.C., Its Investment Manager Stephen H. Deckoff, Managing Principal Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- BANK OF MONTREAL James V. Ducote, Managing Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- CAPITAL ONE, NATIONAL ASSOCIATION Stephen Hartman, Assistant Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Citibank N.A., Michael Smolow, Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Citizens Bank N.A., Michael Flynn, Senior Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Comerica Bank Chad Stephenson, Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Commonwealth Bank of Australia Sanjay Remond, Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Credit Agricole Corporate and Investment Bank Ronald E. Spitzer, Managing Director Kathleen Sweeney, Managing Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- DEUTSCHE BANK AG NEW YORK BRANCH Marcus Tarkington, Director Peter Cucchiara, Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- The Huntington National Bank Christopher Renyi, Senior Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- ING Capital LLC Juli Bieser, Managing Director Scott Lamoreaux, Managing Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- JPMORGAN CHASE BANK, N.A., ("JPMC"), solely in respect of its Commercial Banking Corporate Client Banking & Specialized Industries unit ('"CCBSI") and not any other unit, group, division or affiliate of JPMC and solely in respect of CCBSI's RBL Facility Claims holdings. Matthew H. Massie, Managing Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Natixis, New York Branch Kenyatta B. Gibbs, Director Carlos Quinteros, Managing Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- PNC Bank, N.A. John Ataman, SVP Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- ROYAL BANK OF CANADA H. Christopher DeCotiis, Attorney-in-Fact Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- THE BANK OF NOVA SCOTIA Mark Sparrow, Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Sumitomo Mitsui Banking Corporation Toshitake Funaki, Managing Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Sun Trust Bank Janet R. Naifeh, Senior Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Wells Fargo Bank, N.A. Max Gilbert, Assistant Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Whitney Bank Liana Tchernysheva, Senior Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- Fifth Third Bank, an Ohio banking corporation David R. Garcia, Vice President Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim -- UBS AG, Stamford Branch Craig Pearson, Associate Director Darlene Arias, Director Holdings: $[REDACTED] of outstanding principal amount of loans under the RBL Facility Holdings: $0 of Senior Note Claims Holdings: $0 of Second Lien Note Claim Counsel to the Consenting Second Lien Note Holders: John Pintarelli, Esq. Jon Levine, Esq. Daniel Harris, Esq. Morrison & Foerster LLP 250 West 55th Street New York, New York 10019 Tel: (212) 468-8000 Fax: (212) 468-7900 E-mail: jpintarelli@mofo.com jonlevine@mofo.com dharris@mofo.com Counsel to the Consenting Senior Note Holders: Dennis Dunne, Esq. Samuel Khalil, Esq. Brian Kinney, Esq. Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York 10005 Tel: (212) 530-5100 Fax: (212) 530-5219 E-mail: ddunne@milbank.com skhalil@milbank.com bkinney@milbank.com Counsel to the Consenting RBL Lenders: Stephen Karotkin, Esq. Joseph Smolinsky, Esq. Blaire Cahn, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: stephen.karotkin@weil.com joseph.smolinsky@weil.com blaire.cahn@weil.com About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Vanguard Natural Resources, LLC, and certain subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017. The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur. The Debtors listed total assets of $1.54 billion and total debt of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of Sept. 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. * * * The Court has approved the disclosure statement explaining Vanguard Natural Resources, LLC and certain subsidiaries' Second Amended Joint Plan of Reorganization, dated May 31, 2017. Upon consummation of the Plan, the Company will sell all of its assets to a corporation owned by those parties participating in the rights offering and the second lien lenders in exchange for the assumption of the Company's first lien debt, the assumption of the Company's second lien debt, a cash payment from the Acquiring Corporation, common stock of the Acquiring Corporation and warrants to acquire common stock of the Acquiring Corporation. VIDEO DISPLAY: Carr Riggs & Ingram Casts Going Concern Doubt ------------------------------------------------------------ Video Display Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $1.01 million on $19.64 million of net sales for the fiscal year ended February 28, 2017, compared with net loss $6.15 million on $18.37 million of net sales for the fiscal year ended February 29, 2016. Carr, Riggs & Ingram, LLC, states that the Company has incurred recurring net losses and a decline in working capital and liquid assets. These conditions raise substantial doubt about the Company's ability to continue as a going concern. At February 28, 2017, the Company had total assets of $11.43 million, total liabilities of $3.97 million, and $7.46 million in total stockholders' equity. A full-text copy of the Form 10-K is available at: http://bit.ly/2ragOa9 Video Display Corporation is a provider and manufacturer of video products, components, and systems for visual display and presentation of electronic information media in a variety of requirements and environments. The Company designs, engineers, manufactures, markets, distributes and installs technologically advanced display products and systems, from basic components to turnkey systems, for government, military, aerospace, medical, industrial, and commercial organizations. The Company markets its products worldwide primarily from facilities located in the United States. WELCH MANAGEMENT: Court Denies Okay of Plan Outline --------------------------------------------------- On May 9, 2017, at 2:00 p.m., the Hon. Mark Houle of the U.S. Bankruptcy Court for the Central District of California held hearing on Welch Management Corporation's motion for approval of its disclosure statement. Objection to the disclosure statement was filed by US Rep Retail I, LLC. For the reasons stated in open Court at the hearing on May 9, and good cause appearing, Judge Houle ordered that the Debtor's motion for approval of its disclosure statement is denied. About Welch Management Welch Management Corporation, based in Rancho Cucamonga, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-14140) on May 9, 2016. The Hon. Mark D. Houle presides over the case. Stephen R. Wade, at the Law Office of Stephen R. Wade, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. The petition was signed by John Terrence Eubanks, president. WHAA LLC: Taps Margarit Kazaryan as Legal Counsel ------------------------------------------------- Whaa 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 the Law Offices of Margarit Kazaryan to, among other things, give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, and assist in the preparation and implementation of a bankruptcy plan. Margarit Kazaryan, Esq., will charge an hourly fee of $250 for her services. Ms. Kazaryan disclosed in a court filing that she and her firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Margarit Kazaryan, Esq. Law Offices of Margarit Kazaryan 1200 S Brand Blvd Ste 180 Glendale, CA 91204 Tel: 818-296-9141 Fax: 818-296-9092 Email: kazaryanlaw@gmail.com About Whaa LLC Whaa LLC is the fee simple owner of a commercial building located at 5494 E. Arrow Highway, Montclair, California, valued at $975,000. It also has a fee simple interest in an industrial commercial property located at 5512 Arrow Highway, Montclair, with a current value of $975,000. Whaa LLC is an affiliate of Biodata Medical Laboratories, Inc. that sought bankruptcy protection on Nov. 28, 2016 (Bankr. C.D. Calif. Case No. 16-20446). Whaa LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14661) on June 2, 2017. Henry Wallach, managing member, signed the petition. At the time of the filing, the Debtor disclosed $2.01 million in assets and $1.36 million in liabilities. Judge Mark S. Wallace presides over the case. WORLD IMPORTS: Asks Court to Approve Disclosure Statement --------------------------------------------------------- World Imports, Ltd., World Imports South, LLC, World Imports Chicago, LLC and the Official Committee of Unsecured Creditors of the Estate of World Imports, Ltd., ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve their disclosure statement in support of their joint plan of reorganization, dated June 2, 2017. The Debtors and the Committee also request that the date set forth for filing acceptances and rejections be set as the deadline for filing objections to confirmation of the Plan. The Debtors and the Committee further request that all objections to confirmation be filed by 5:00 p.m. of the day set as the deadline for filing objections to Confirmation of the Plan. The Debtors also ask that three days prior to the Confirmation Hearing be set as the deadline for the Debtors' to file their Plan Voting Report. The Debtors also filed the ballot for accepting or rejecting the plan of organization, a copy of which is available at: http://bankrupt.com/misc/paeb13-15933-40.pdf About World Imports World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. Debtor- affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No. 13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed separate petitions for Chapter 11 relief. The cases are jointly administered under Case No. 13-15929. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the Debtors. World Imports, Ltd., estimated assets and debts of $10 million to $50 million. World Imports South, LLC, estimated assets of $1 million to $10 million. Roberta A. DeAngelis, United States Trustee for Region 3, appointed a 3-member Committee of Unsecured Creditors. Fox Rothschild LLP is counsel to Committee. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Hawshon Daniel Riley Bankr. C.D. Cal. Case No. 17-16798 Chapter 11 Petition filed June 2, 2017 Filed Pro Se In re Durie J. Purvis and Toy Gee Wong Bankr. C.D. Cal. Case No. 17-16829 Chapter 11 Petition filed June 2, 2017 represented by: Matthew Abbasi, Esq. ABBASI LAW CORPORATION E-mail: matthew@malawgroup.com In re 8281 Merrill Road C, LLC Bankr. S.D. Fla. Case No. 17-17028 Chapter 11 Petition filed June 2, 2017 See http://bankrupt.com/misc/flsb17-17028.pdf represented by: Brett D. Lieberman, Esq. MESSANA, P.A. E-mail: blieberman@messana-law.com In re Metro Housing Project, LLC Bankr. D. Md. Case No. 17-17618 Chapter 11 Petition filed June 2, 2017 See http://bankrupt.com/misc/mdb17-17618.pdf represented by: Alon Nager, Esq. NAGER LAW GROUP, LLC E-mail: alon@nagerlaw.com In re Aurora Bike Shop, Inc. d/b/a The Bike Shop Bankr. W.D.N.Y. Case No. 17-11175 Chapter 11 Petition filed June 2, 2017 See http://bankrupt.com/misc/nywb17-11175.pdf represented by: Arthur G. Baumeister, Jr., Esq. BAUMEISTER DENZ LLP E-mail: abaumeister@bdlegal.net In re Rock Star Chef Corporation Bankr. D.P.R. Case No. 17-03998 Chapter 11 Petition filed June 2, 2017 See http://bankrupt.com/misc/prb17-03998.pdf represented by: Noemi Landrau Rivera, Esq. LANDRAU RIVERA & ASSOCIATES E-mail: nlandrau@landraulaw.com In re Roberta Moberley Dickson Bankr. E.D. Ky. Case No. 17-51159 Chapter 11 Petition filed June 2, 2017 represented by: John Thomas Hamilton, Esq. GESS MATTINGLY & ATCHISON E-mail: jhamilton@gmalaw.com In re Florence Irene Ziegenbein Bankr. D. Neb. Case No. 17-80787 Chapter 11 Petition filed June 2, 2017 represented by: John C. Hahn, Esq. WOLFE, SNOWDEN, HURD, LUERS & AHL, LLP E-mail: bankruptcy@wolfesnowden.com In re Vladimir Binkevich Bankr. E.D.N.Y. Case No. 17-42905 Chapter 11 Petition filed June 2, 2017 represented by: Alla Kachan, Esq. E-mail: alla@kachanlaw.com In re Davin Lamm Bankr. E.D. Pa. Case No. 17-13863 Chapter 11 Petition filed June 2, 2017 represented by: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. E-mail: aciardi@ciardilaw.com In re CIG Investments, LLC Bankr. W.D. Wash. Case No. 17-42182 Chapter 11 Petition filed June 2, 2017 See http://bankrupt.com/misc/wawb17-42182.pdf represented by: Olga Rotstein, Esq. ROTSTEIN LAW OFFICE PC E-mail: olga.bankruptcy@gmail.com In re Gregory John Apanowicz Bankr. N.D.W. Va. Case No. 17-00595 Chapter 11 Petition filed June 2, 2017 represented by: D. Conrad Gall, Esq. E-mail: dcgall4@frontier.com In re Steven Nia Bankr. C.D. Cal. Case No. 17- 11495 Chapter 11 Petition filed June 4, 2017 represented by: Stephen L. Burton, Esq. E-mail: steveburtonlaw@aol.com In re Jason Scott Lopez and Collene Carol Lopez Bankr. C.D. Cal. Case No. 17-12256 Chapter 11 Petition filed June 4, 2017 represented by: Michael R Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re SCR Entertainment, LLC Bankr. E.D. Tex. Case No. 17-10325 Chapter 11 Petition filed June 3, 2017 See http://bankrupt.com/misc/txeb17-10325.pdf Filed Pro Se In re Ivan Amnay Bankr. M.D. Fla. Case No. 17-03697 Chapter 11 Petition filed June 5, 2017 represented by: Joel S. Treuhaft, Esq. E-mail: jstreuhaft@yahoo.com In re Richard Gerard Budzinski Bankr. M.D. Fla. Case No. 17-03698 Chapter 11 Petition filed June 5, 2017 represented by: Jeffrey Ainsworth, Esq. BRANSONLAW PLLC E-mail: jeff@bransonlaw.com In re Michael Steven Propper and Susan Bette Propper Bankr. S.D. Fla. Case No. 17-17080 Chapter 11 Petition filed June 5, 2017 represented by: Nadine V. White-Boyd, Esq. E-mail: nvwboyd@aol.com In re Wendy Taylor Homes, Inc. Bankr. M.D. Ga. Case No. 17-51204 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/gamb17-51204.pdf represented by: Wesley J. Boyer, Esq. KATZ, FLATAU, AND BOYER, LLP E-mail: wjboyer_2000@yahoo.com In re Dennis James Durkin Bankr. N.D. Ga. Case No. 17-59804 Chapter 11 Petition filed June 5, 2017 represented by: George M. Geeslin, Esq. E-mail: George@GMGeeslinLaw.com In re Liklon Group LLC Bankr. N.D. Ga. Case No. 17-59923 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/ganb17-59923.pdf Filed Pro Se In re Briggs Development & Property Management, LLC Bankr. N.D. Ga. Case No. 17-59993 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/ganb17-59993.pdf represented by: Lee A. Frison, Jr., Esq. LEE A. FRISON, JR., P.C. E-mail: lee@frisonlaw.com In re Maison Hugo LLC Bankr. S.D.N.Y. Case No. 17-11554 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/nysb17-11554.pdf represented by: Eric C. Zabicki, Esq. PICK & ZABICKI LLP E-mail: ezabicki@picklaw.net In re NSS Financial Services, LLC Bankr. S.D.N.Y. Case No. 17-11564 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/nysb17-11564.pdf represented by: Scott A. Steinberg, Esq. LAW OFFICE OF SCOTT A. STEINBERG E-mail: ssteinberg@saslawfirm.net In re Lawrence M. Barrego Bankr. S.D.N.Y. Case No. 17-22902 Chapter 11 Petition filed June 5, 2017 represented by: Amanda Medina, Esq. E-mail: abogado1@aol.com In re Blue Moon Hotel & Swim Club, Inc. Bankr. E.D. Pa. Case No. 17-13938 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/paeb17-13938.pdf represented by: Jonathan H. Stanwood, Esq. LAW OFFICE OF JONATHAN H. STANWOOD, LLC E-mail: jhs@stanwoodlaw.com In re Mountain Calico, Inc. Bankr. N.D. Tex. Case No. 17-50146 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/txnb17-50146.pdf represented by: David Max Seeberger, Esq. DAVID M. SEEBERGER ATTORNEY AT LAW E-mail: dseeberger@sbcglobal.net In re Gutierrez Furniture & Appliances, LLC Bankr. S.D. Tex. Case No. 17-70207 Chapter 11 Petition filed June 5, 2017 See http://bankrupt.com/misc/txsb17-70207.pdf represented by: Marcos Demetrio Oliva, Esq. MARCOS D. OLIVA, PC E-mail: marcos@olivalawfirm.com In re Livier Fullerton Bankr. S.D. Tex. Case No. 17-70208 Chapter 11 Petition filed June 5, 2017 represented by: Antonio Villeda, Esq. E-mail: avilleda@mybusinesslawyer.com In re Ubaldo Juarez Bankr. D. Ariz. Case No. 17-06277 Chapter 11 Petition filed June 6, 2017 represented by: Thomas Allen, Esq. ALLEN BARNES & JONES, PLC E-mail: tallen@allenbarneslaw.com In re William Paul Seiverd, Jr. Bankr. C.D. Cal. Case No. 17-16915 Chapter 11 Petition filed June 6, 2017 represented by: Michael R. Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re William Paul Seiverd, Jr. Bankr. C.D. Cal. Case No. 17-16915 Chapter 11 Petition filed June 6, 2017 represented by: Michael R Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re Igor S. Babichenko and Natalya I. Babichenko Bankr. M.D. Fla. Case No. 17-02075 Chapter 11 Petition filed June 6, 2017 represented by: Brett A Mearkle, Esq. THE LAW OFFICES OF BRETT A. MEARKLE, P.A E-mail: bmearkle@mearklelaw.com In re Robert Lynch Moultrie, Sr. Bankr. N.D. Ga. Case No. 17-11208 Chapter 11 Petition filed June 6, 2017 represented by: Howard D. Rothbloom, Esq. THE ROTHBLOOM LAW FIRM E-mail: howard@rothbloom.com In re Johnny M's Pizza Bistro LLC Bankr. N.D. Ga. Case No. 17-60086 Chapter 11 Petition filed June 6, 2017 See http://bankrupt.com/misc/ganb17-60086.pdf Filed Pro Se In re Thomas O. Eifler, Sr. Bankr. W.D. Ky. Case No. 17-31862 Chapter 11 Petition filed June 6, 2017 See http://bankrupt.com/misc/kywb17-31862.pdf represented by: James Edwin McGhee, III, Esq. KAPLAN & PARTNERS LLP E-mail: jmcghee@kplouisville.com In re Orama Hospitality Group, Ltd. Bankr. D.N.J. Case No. 17-21720 Chapter 11 Petition filed June 6, 2017 See http://bankrupt.com/misc/njb17-21720.pdf represented by: John W. Sywilok, Esq. JOHN W. SYWILOK LLC E-mail: sywilokattorney@sywilok.com In re Nyesha Paris and Nyesha Paris Bankr. E.D. Pa. Case No. 17-13953 Chapter 11 Petition filed June 6, 2017 Filed Pro Se In re Western Hiperbaric Services, P.S.C. Bankr. D.P.R. Case No. 17-04062 Chapter 11 Petition filed June 6, 2017 See http://bankrupt.com/misc/prb17-04062.pdf represented by: Gloria Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE E-mail: justinianolaw@gmail.com In re Hyperbarics and Wound Care Centers of Puerto Rico Corp. Bankr. D.P.R. Case No. 17-04063 Chapter 11 Petition filed June 6, 2017 See http://bankrupt.com/misc/prb17-04063.pdf represented by: Gloria Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE E-mail: justinianolaw@gmail.com In re Outpatient Alternatives Corp. Bankr. D.P.R. Case No. 17-04064 Chapter 11 Petition filed June 6, 2017 See http://bankrupt.com/misc/prb17-04064.pdf represented by: Gloria Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE E-mail: justinianolaw@gmail.com In re Ponce Hyperbaric & Wound Care Center Bankr. D.P.R. Case No. 17-04065 Chapter 11 Petition filed June 6, 2017 See http://bankrupt.com/misc/prb17-04065.pdf represented by: Gloria Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE E-mail: justinianolaw@gmail.com In re Zharko Mark Kalaj Bankr. N.D. Tex. Case No. 17-32256 Chapter 11 Petition filed June 6, 2017 represented by: Charles R. Chesnutt, Sr., Esq. CHARLES R. CHESNUTT, P.C. E-mail: cc@chapter7-11.com In re Jeffrey Charles Hatfield Bankr. C.D. Cal. Case No. 17-16964 Chapter 11 Petition filed June 7, 2017 represented by: Eliza Ghanooni, Esq. ELIZA GHANOONI, ATTORNEY AT LAW E-mail: eliza@ghanoonilaw.com In re Food Hub Orange Park, Inc. Bankr. M.D. Fla. Case No. 17-02086 Chapter 11 Petition filed June 7, 2017 See http://bankrupt.com/misc/flmb17-02086.pdf represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC E-mail: jason@jasonaburgess.com In re Neil C. Williams, IV Bankr. M.D. Fla. Case No. 17-04975 Chapter 11 Petition filed June 7, 2017 represented by: Daniel R. Fogarty, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. E-mail: dfogarty.ecf@srbp.com In re Omar Marroquin Bankr. D. Nev. Case No. 17-13031 Chapter 11 Petition filed June 7, 2017 represented by: Michael J. Harker, Esq. E-mail: notices@harkerlawfirm.com In re Cameron Bassett Gallaway Bankr. D. Nev. Case No. 17-50706 Chapter 11 Petition filed June 7, 2017 represented by: J Craig Demetras, Esq. E-mail: mail@demetras-oneill.com In re Home Expert Development Inc. Bankr. E.D.N.Y. Case No. 17-42962 Chapter 11 Petition filed June 7, 2017 See http://bankrupt.com/misc/nyeb17-42962.pdf represented by: Patrick Christopher, Esq. PATRICK CHRISTOPHER P.C. E-mail: patrick@pchristopherlaw.com In re Scott Medical Health Center, P.C. Bankr. W.D. Pa. Case No. 17-22357 Chapter 11 Petition filed June 7, 2017 See http://bankrupt.com/misc/pawb17-22357.pdf represented by: Christopher M. Frye, Esq. STEIDL & STEINBERG E-mail: chris.frye@steidl-steinberg.com In re Lucas Ramirez Marquez and Ingrid Diaz Brache Bankr. D.P.R. Case No. 17-04089 Chapter 11 Petition filed June 7, 2017 represented by: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. E-mail: notices@condelaw.com In re RAMIREZ OB-GYN, PSC Bankr. D.P.R. Case No. 17-04090 Chapter 11 Petition filed June 7, 2017 See http://bankrupt.com/misc/prb17-04090.pdf represented by: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. E-mail: notices@condelaw.com In re Felicia Fay King Bankr. M.D. Tenn. Case No. 17-03932 Chapter 11 Petition filed June 7, 2017 represented by: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ E-mail: slefkovitz@lefkovitz.com In re Northwest Patio Design Inc Bankr. W.D. Wash. Case No. 17-12585 Chapter 11 Petition filed June 7, 2017 See http://bankrupt.com/misc/wawb17-12585.pdf represented by: Jesse Valdez, Esq. Valdez Lehman PLLC E-mail: jesse@valdezlehman.com In re Bienvenida G. Poco Bankr. C.D. Cal. Case No. 17-17042 Chapter 11 Petition filed June 8, 2017 represented by: Eric J. Gravel, Esq. LAW OFFICES OF ERIC J GRAVEL E-mail: ejvgravel@gmail.com In re Elizabeth Lorraine Settles Bankr. E.D. Cal. Case No. 17-23853 Chapter 11 Petition filed June 8, 2017 Filed Pro Se In re Eric L. Walker and Tamara Ghlyn Walker Bankr. D. Colo. Case No. 17-15331 Chapter 11 Petition filed June 8, 2017 represented by: Arthur Lindquist-Kleissler, Esq. E-mail: Arthuralklaw@gmail.com In re The Cupcake Spot & Sweet, Inc. Bankr. M.D. Fla. Case No. 17-05015 Chapter 11 Petition filed June 8, 2017 See http://bankrupt.com/misc/flmb17-05015.pdf represented by: Marshall G Reissman, Esq. THE REISSMAN LAW GROUP E-mail: marshall@reissmanlaw.com In re Fox Run Creek Estates Holdings LLC Bankr. S.D. Fla. Case No. 17-17221 Chapter 11 Petition filed June 8, 2017 See http://bankrupt.com/misc/flsb17-17221.pdf represented by: Joann M. Hennessey, Esq. CIVIL JUSTICE ADVOCATED E-mail: joann@cjapl.com In re Curtis Henry Faircloth, Jr. and Sharon Stewart Faircloth Bankr. E.D.N.C. Case No. 17-02861 Chapter 11 Petition filed June 8, 2017 represented by: Richard D. Sparkman, Esq. RICHARD D. SPARKMAN & ASSOC., P.A. E-mail: rds@sparkmanlaw.com In re Zone 5, Inc. f/k/a Zone V Lithographic Pre-Press, Inc. Bankr. N.D.N.Y. Case No. 17-11087 Chapter 11 Petition filed June 8, 2017 See http://bankrupt.com/misc/nynb17-11087.pdf represented by: Richard L. Weisz, Esq. HODGSON RUSS LLP E-mail: Rweisz@hodgsonruss.com In re Henry Charles Herrmann and Karen Joan Herrmann Bankr. E.D. Pa. Case No. 17-14040 Chapter 11 Petition filed June 8, 2017 represented by: Harry J. Giacometti, Esq. FLASTER/GREENBERG, P.C. E-mail: harry.giacometti@flastergreenberg.com In re Quayco, LLC Bankr. W.D. Pa. Case No. 17-22377 Chapter 11 Petition filed June 8, 2017 See http://bankrupt.com/misc/pawb17-22377.pdf represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK E-mail: dcalaiaro@c-vlaw.com In re Juan Eduardo Guzman Bankr. C.D. Cal. Case No. 17-11044 Chapter 11 Petition filed June 9, 2017 represented by: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM E-mail: onyi@anyamalaw.com In re Hampton Heights Inc. Bankr. C.D. Cal. Case No. 17-11545 Chapter 11 Petition filed June 9, 2017 See http://bankrupt.com/misc/cacb17-11545.pdf represented by: Peter C. Bronstein, Esq. LAW OFFICES OF PETER C. BRONSTEIN E-mail: peterbronz@yahoo.com In re Ravello Ventures Inc. Bankr. C.D. Cal. Case No. 17-11546 Chapter 11 Petition filed June 9, 2017 See http://bankrupt.com/misc/cacb17-11546.pdf represented by: Peter C. Bronstein, Esq. LAW OFFICES OF PETER C. BRONSTEIN E-mail: peterbronz@yahoo.com In re John Batista Bankr. M.D. Fla. Case No. 17-05045 Chapter 11 Petition filed June 9, 2017 represented by: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD, ET. AL. E-mail: james@mcintyrefirm.com In re B & B Metals, Inc. Bankr. C.D. Ill. Case No. 17-80859 Chapter 11 Petition filed June 9, 2017 See http://bankrupt.com/misc/ilcb17-80859.pdf represented by: Justin Raver, Esq. BARASH & EVERETT LLC E-mail: justin@barashlaw.com In re New Jersey Fitness, LLC Bankr. D.N.J. Case No. 17-21940 Chapter 11 Petition filed June 9, 2017 See http://bankrupt.com/misc/njb17-21940.pdf represented by: Brian W. Hofmeister, Esq. LAW FIRM OF BRIAN W. HOFMEISTER, LLC E-mail: bwh@hofmeisterfirm.com In re Lisa Lord, Inc. Bankr. E.D. Tex. Case No. 17-10339 Chapter 11 Petition filed June 9, 2017 See http://bankrupt.com/misc/txeb17-10339.pdf represented by: Robert E. Barron, Esq. BARRON & BARRON, LLP E-mail: ecffiling@rbarronlaw.com In re Second Chances WV LLC Bankr. S.D. W.Va. Case No. 17-50174 Chapter 11 Petition filed June 9, 2017 See http://bankrupt.com/misc/wvsb17-50174.pdf represented by: William W. Pepper, Esq. PEPPER AND NASON E-mail: tinas@peppernason.com ********* 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 ***