/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170620.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 20, 2017, Vol. 21, No. 170 Headlines 135 WEST 13: Wants to Use VRH Cash Collateral 15 JOHN CORP: First Amended Disclosure Statement Filed 21ST CENTURY ONCOLOGY: Amends Notice of Committee Appointment 399 LONE OAK: Unsecureds to Recover 100% Under Plan 477 WEST: Trustee Taps Maltz Auctions as Real Estate Broker 5 STAR INVESTMENT: Trustee Selling South Bend Property for $63K ABB/CON-CISE OPTICAL: S&P Cuts CCR to 'B-' on Profitability Decline ABENGOA BIOENERGY: 3rd Amended Liquidation Plans Confirmed AC I TOMS: Hearing on Plan Confirmation Set for June 26 ADEPTUS HEALTH: Court Amends PCO Appointment Order ADEPTUS HEALTH: Reconsideration of Ombudsman Appt. Order Sought ADVANCED SOLIDS: Selling Remaining Furniture on Consignment AM CASTLE: Case Summary & 35 Largest Unsecured Creditors AM CASTLE: Files for Chapter 11 With Prepackaged Plan AM CASTLE: Intends to Exit Chapter 11 Cases Quickly AM CASTLE: Seeks to Assume Restructuring Support Agreement AM CASTLE: Unsecureds Owed $100M to Recover 100 Cents on Dollar AMERICAN CASINO: S&P Puts 'B+' CCR on CreditWatch Negative APOLLO ENDOSURGERY: May Issue 1 Mil. Shares Under 2017 Equity Plan APPLEWOOD CAFE: Can Use NYS Tax Cash Collateral on Final Basis ARMSTRONG ENERGY: Elects to Forgo $11.75M Notes Interest Payment ARMSTRONG ENERGY: S&P Cuts CCR to 'CC' on Missed Interest Payment ARROWHEAD GOLF CLUB: Hearing on Disclosures OK Set for July 13 AUBURN ARMATURE: Taps Harter Secrest as Special Counsel AURORA DIAGNOSTICS: Moody's Considers Notes Exchange as Distressed AVENUE C TENANTS: Exit Loan to Fund Latest Reorganization Plan B&B BACHRACH: Committee Taps FTI as Financial Advisor B&B BACHRACH: Hires Grobstein Teeple as Financial Advisor BARMER ENTERPRISES: U.S. Trustee Unable to Appoint Committee BAY HARBOUR: Taps Richard L. Brown as Accountant BENJAMIN AND BENT: BB&T to Get $4,897 Per Month for 10Yrs. at 7.75% BENJAMIN AND BENT: Plan Outline Okayed, Plan Hearing on July 19 BING ENERGY: Disclosure Statement Hearing Set for July 20 BISHOP GORMAN: Taps FTI Consulting as Financial Advisor BLANKENSHIP FARMS: FCMA Seeks to Bar Access to Cash Collateral BLEACHER CREATURES: $300K Sale of Assets to Arrow Entity Okayed BLUE EARTH: Kendall Can Claim Additional $42,000, Court Says BLUE SPHERE: Brightman Almagor Zohar Casts Going Concern Doubt BRISTLECONE INC: Selling Personal Properties BRYANTS DRVETRAIN: Needs Access to Wells Fargo Cash Collateral CARL MERKLE: Sale of San Antonio Property for $1.3M Approved CDR STRAINERS: Plan Outline Okayed, Plan Hearing on June 28 CHANNEL TECHNOLOGIES: AGI Appointed to Committee CHELLINO CRANE: Committee Taps Brown Rudnick as Co-Counsel CHINA FISHERY: CFG Peru Seeks to Sell Add'l Non-Debtor Assets CIBER INC: Assets Sale to HTC Global Closed on June 8 CLARK RETIREMENT: S&P Cuts Rating on 2006 Revenue Bonds to 'BB-' CLEVELAND IMAGING: 5th Cir. Affirms Judgment vs. Kreit's Appeal CLIFFS NATURAL: Site for Iron Plant in Great Lakes Selected CORONA BUMPERS: Seeks Authorization to Use MCC Cash Collateral CROCKETT COGENERATION: Moody's Cuts 2025 Sec. Bonds Rating to Ba3 DELTAVILLE BOATYARD: To Use Annual Net Income to Fund Obligations DEVAL CORP: Unsecureds to be Paid $260,000 by NewCo DIVERSIFIED RESOURCES: Incurs $443K Net Loss in Fiscal Q1 DOUBLE LUNG: U.S. Trustee Unable to Appoint Committee DRAGONWAVE INC: Ernst & Young LLP Casts Going Concern Doubt DURAVANT LLC: S&P Puts 'B' CCR on CreditWatch Negative DYNEGY INC: S&P Revises Outlook to Negative & Affirms 'B+' ICR EAST VILLAGE: Unsecured Creditors to be Paid 100% Under Exit Plan EAT GATOR: Opposes Court Approval of Plan Outline EFS COGEN I: S&P Affirms 'BB' Project Finance Credit Rating EP ENERGY: S&P Lowers CCR to 'B-' on Expected Increased Leverage FANSTEEL INC: Asks for Continued Access to Cash Until Sept. 30 FIRST DATA: Fitch Rates $3.758BB Senior Secured Term Loans BB+ FISKER AUTOMOTIVE: Court Narrows Clawback Suit vs. BMW FLAVORS HOLDINGS: S&P Cuts CCR to 'CCC+' on Constrained Liquidity FREEDOM MORTGAGE: Fitch Affirms B+ Long-Term IDR, Outlook Stable FREEDOM MORTGAGE: Moody's Affirms B1 CFRs Amid Planned Loan Upsize FREEDOM MORTGAGE: S&P Affirms 'B' ICR & Revises Outlook to Negative GAP INC: Fitch Affirms BB+ Long-Term IDR, Outlook Stable GARLOCK SEALING: District Court Confirms Joint Plan GENON ENERGY: Moody's Lowers PDR to D-PD Following Bankruptcy GFC PROPERTIES: Allowed to Use VNB Cash Collateral Until June 30 GILDED AGE: Taps Delaney Law Firm as Legal Counsel GLOBAL UNIVERSAL: Unsecureds to Recoup 100% Over 6 Months GROUP 701: To Pay Creditors Through Sale of Properties GULFMARK OFFSHORE: Forbearance Pact with RBS Extended Until June 27 GYMBOREE CORP: Store Closing Procedures, Consulting Deal Filed HEYL & PATTERSON: Mitsui Miike Opposes Approval of Plan Outline HHGREGG INC: Synchrony Bank Balks at Bid to Sell IP Assets HOOPER HOLMES: Amends 2016 Form 10-K in Response to Comments IGNITE RESTAURANT: Taps Hilco as Real Estate Advisor IGNITE RESTAURANT: Taps King & Spalding as Legal Counsel IGNITE RESTAURANT: Taps Piper Jaffray as Investment Banker INDUSTRIE SERVICE: Case Summary & 20 Largest Unsecured Creditors J2 CLOUD: Moody's Rates Proposed $550MM Senior Unsecured Notes Ba3 J2 GLOBAL: S&P Affirms 'BB' CCR on Proposed Refinancing JABEZ L INC: Seeks to Hire Interstate Auction as Broker JACK COOPER: June 14 is the Record Date for Plan Solicitation JACK COOPER: June 29 Deadline for Tender Offer & Prepack Plan Vote JACK COOPER: Solus Signs Commitment Letter for New Secured Notes JOON INSTRUMENTAL: Barred From Using Wells Fargo Cash Collateral KATY INDUSTRIES: Gabelli Funds et al Hold 18.23% Stake as of June 9 KEELER'S MEDICAL: Seeks Cash Access for At Least 30 Days KENNEDY WILSON: Moody's Affirms B2 Sr. Unsec. Ratings Amid Merger LA CASA DE LA RAZA: Creditor MLG Opposes Sale of Property LAURENTIAN BANK: S&P Assigns 'BB+' Rating on C$350MM Sub. Debt LIGHTNING DOCK: No Barrier to Retain Modrall as Special Counsel LILY ROBOTICS: Mota, LR Are Winning Bidders in Auction LIVIER FULLERTON: Taps Villeda Law Group as Legal Counsel LODGE HOLDINGS: Unsecureds to be Paid in Full Over 5 Years LOUISIANA CRANE: 10% Recovery for Unsecureds in Latest Plan LTD MANAGEMENT: Has Interim Approval to Use Cash Until July 12 LUVIS AMBULANCE: Hearing on Plan Confirmation Moved to Aug. 18 MEMPHIS LOUIE: Overton Square Opposes Approval of Exit Plan METROTEK ELECTRICAL: Plan Outline Okayed, Plan Hearing on July 18 MINDEN AIR: Exit Plan to Pay Unsecured Creditors in 2 Years NAKED BRAND: Incurs $3.2 Million Net Loss in First Quarter NEOVASC INC: Tiara Technology Featured in TVT 2017 Presentation NEOVASC INC: Will Appeal German Court's Ruling on Tiara Rights NORTH AMERICAN: Voluntary Chapter 11 Case Summary NOVATION COMPANIES: Court Confirms 2nd Amended Reorg Plan OASIS OUTSOURCING: S&P Affirms 'B' CCR on Acquisition and Dividend OCWEN FINANCIAL: Fitch Affirms B- Long-term IDR; Outlook Negative OCWEN FINANCIAL: Moody's Lowers CFR to Caa1; Outlook Negative OLYMPIA OFFICE: Disclosure Statement Hearing Set for July 12 ONCOBIOLOGICS INC: VP of Analytical Sciences Kogan Bao Quits OPTIV INC: S&P Cuts Rating to 'B-' on Weaker Credit Metrics PACIFIC DRILLING: PDOL Has Owns 18.6% of Hyperdynamics PACIFIC WEBWORKS: Trustee's Sale to Masters for $25K Approved PARAGON OFFSHORE: Loomis Sayles Resigns From Committee PATSCO L.P.: Sale of Pittsburgh Property for $370K Approved PAYLESS HOLDINGS: 5B Worldwide Unsecureds to Recoup 15.7% PBA EXECUTIVE: Latest Plan to Pay Swift Capital $7,790 Per Month PETER SZANTO: Oregon Court Dismisses Suit Against IRS PFO GLOBAL: Court Denies Case Conversion, Orders Trustee Appt. PRECIOUS FORMALS: Gets Court Approval of Plan to Exit Bankruptcy PROFESSIONAL RESOURCE: Taps Peterson Beyenhof as Accountant QUALITY OIL: Voluntary Chapter 11 Case Summary QUEST PATENT: Stockholders Elect Jon Scahill as Director R & A PROPERTIES: U.S. Trustee Unable to Appoint Committee RATAMESS CHIROPRACTIC: Unsecureds to be Paid $1,047.81 Per Month RAVENSTAR INVESTMENTS: Case Summary & 17 Top Unsecured Creditors REIGN CORP: Hall and Company Raises Going Concern Doubt RENT-A-CENTER INC: S&P Affirms B- CCR Amid Amended Credit Facility RESAAS SERVICES: Negative Cash Flow Raises Going Concern Doubt RIMI CORPORATE: Taps Carl D. Preiser as Accountant ROOSTER ENERGY: Angelo Gordon Wants Opco Cases Converted to Ch.7 ROTHSTEIN ROSENFELDT: Cirgandyne Tapped to Sell Alcohol License SAAD INC: Can Continue Using Cash Collateral Until July 25 SADEX CORPORATION: Raytheon to Recoup 43% Under Amended Plan SAMSON RESOURCES: Objections to 22 Parker Heirs Claims Sustained SE PROFESSIONALS: Proposes to Use BFN Cash Collateral Until July 22 SEINEYARD INC: U.S. Trustee Unable to Appoint Committee SKIP BARBER RACING SCHOOL: Taps Forchelli as Legal Counsel SKYLINE MANOR: Insolvent Since Early 2011, Judge Rules SQUARETWO FINANCIAL: Disclosures Okayed; Modified Plan Confirmed STEALTH TECH: Working Capital Deficit Casts Going Concern Doubt SUNEDISON INC: Discloses Deal with BOKF, Committee in Latest Plan SUNEDISON INC: Plan Outline Okayed, July 20 Plan Hearing Set SUNPOWER BY RENEWABLE: Unsecureds to Get Up to 37% in Latest Plan TABERNA PREFERRED: July 12 Hearing on Bid to Terminate Exclusivity TATOES LLC: Plan Outline Okayed, Plan Hearing on July 13 TMT PROCUREMENT: Aug. 10 Plan Confirmation Hearing TROXELL COMPANY: Has Interim OK to Use Cash Collateral Thru June 30 TUBRO CONSTRUCTION: Taps DeLue Law as Special Counsel TWH LIMITED: Unsecureds to be Paid In Cash at 5% Per Annum UNIQUE PHYSIQUE: Plan Outline Okayed, Plan Hearing on Aug. 16 US DATAWORKS: Seeks Sell Office Assets to TBB for $1.79 Million VERINT SYSTEMS: Moody's Assigns Ba2 Rating to Proposed Loans WELLMAN DYNAMICS MACHINING: Wants to Use Cash Through Sept. 30 WELLMAN DYNAMICS: Asks for Continued Access to Cash Until Sept. 30 ZERO GRAVITY: Crowe Horwath LLP Casts Going Concern Doubt [^] Large Companies with Insolvent Balance Sheet ********* 135 WEST 13: Wants to Use VRH Cash Collateral --------------------------------------------- 135 West 13 LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to use the cash collateral of Village Realty Holdings LLC on an interim basis in accordance with a budget, pending a final hearing. Prepetition, the Debtor executed and delivered to Village Realty Holdings three separate mortgage notes each the aggregate principal amount of $9,000,000 in connection with a loan by Village Realty Holdings to the Debtor. The Loan is secured by, among other things, three separate mortgages affecting two properties known as and located at: 133 West 13th Street, New York, New York and 135 West 13th Street, New York, New York. The Debtor and Village Realty Holdings executed a Forbearance Agreement, pursuant to which the Debtor was afforded a seven month period in which it could sell the Properties. Unfortunately, the Debtor was unable to effectuate the sale. Prior to the filing of its Motion, the Debtor had been in discussions with Village Realty Holdings regarding the consensual use of cash collateral, however, those discussions have stalled and the Debtor must now seek usage of cash collateral. Currently, the Debtor has insufficient cash, absent use of Village Realty Holdings' cash collateral to meet its ongoing obligations necessary to maintain and operate the Property. Specifically, the Debtor requires the use of cash to pay for ordinary expenses such as utilities, taxes, insurance, and maintenance for the Property. The Debtor estimates that its gross revenues under their monthly budget for the Property will be approximately $18,000 per month. The Debtor's monthly Budget, is relatively static and the Debtor anticipates the monthly expenses provided for in the Budget will recur each month within a normal variance. Based on the Debtor's schedules and estimates and based on the Property's cash flow, Village Realty Holdings is oversecured. Nevertheless, the Debtor proposes to provide Village Realty Holdings these forms of protection with respect to the cash collateral utilized during its chapter 11 cases: A. The Debtor will maintain the value of the Property though payment of the normal monthly expenditures in general accord with the Budget and the Forbearance Agreement. B. The Debtor will maintain the cash it collects over and above their expenditures in its debtor in possession account pending further order of the Court. C. To the extent that Village Realty Holdings does not have a postpetition security interest in the Debtor's post-petition assets, the Debtor will grant Village Realty Holdings a security interest in such assets to the extent of any diminution of cash collateral, subject and subordinate to the fees of the U.S. Trustee and the professional fees of the Debtor's professionals. Absent the use of Cash Collateral to pay the operating expenses, the Debtor submits that the value of their Property and Village Realty Holdings' collateral will decline. Moreover, given Village Realty Holdings' agreement as evidenced by the Forbearance Agreement to provide a period within which it would be able to market the Property, such marketing period would be meaningless without its ability to utilize cash collateral to maintain the property during the marketing period. A full-text copy of the Debtor's Motion, dated June 15, 2017, is available at https://is.gd/a5vsrF About 135 West 13 LLC 135 West 13 LLC owns and operates two residential properties located at 133 West 13th Street and 135 West 13th Street, New York, New York. The Properties are multi-family residential rental properties with a mix of rent stabilized and non-rent stabilized units. The Properties contain a total of twelve units. 135 West 13 LLC Second Southern Baptist Church of New York filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-11371) on May 17, 2017. The petition was signed by Max Dolgicer, member. The Debtor disclosed total assets of $15.02 million and total liabilities of $13.34 million. Fred B. Ringel, Esq. at Robinson Brog Leinwand Greene Genovese & Gluck, PC, serves as bankruptcy counsel to the Debtor. James E. Schwartz, Esq. at Cyruli Shanks Hart & Zizmor, LLP, is special counsel to the Debtor. No trustee, examiner or creditors committee has been appointed in the cases. 15 JOHN CORP: First Amended Disclosure Statement Filed ------------------------------------------------------ 15 John Corp. on June 8 filed with the U.S. Bankruptcy Court for the Southern District of New York its latest disclosure statement, which explains its plan to exit Chapter 11 protection. According to the filing, the initial payment to creditors due on confirmation will be funded primarily by Philippe Lajaunie, the company's principal. Mr. Lajaunie will sell his condominium in Colorado, and will contribute all proceeds from the sale, net of mortgages, deeds of trusts, and liens against the condo, and net of any ordinary closing costs and attorneys' fees directly related to the closing, to fund the plan. The restructuring plan will also be funded by available funds from 15 John Corp.'s operation as of the effective date, which likely will be minimal, according to the company's disclosure statement, which explains the proposed plan. A copy of the disclosure statement is available for free at https://is.gd/6W9Hvg About 15 John Corp. 15 John Corp., also known as Les Halles and First Admin Inc., owns and operates a restaurant known as "Les Halles" from real property located at 15 John Street, New York, New York. The Debtor originally opened its doors in 1998 at the subject premises. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12453) on Aug. 25, 2016. The petition was signed by Philip Lajaunie, president. At the time of the filing, the Debtor estimated assets of less than $100,000 and debts of $1 million to $10 million. The case is assigned to Judge Michael E. Wiles. The Debtor tapped Leo Fox, Esq., as counsel, and Harry A. Harrison and Aronson LLC as its accountant. 21ST CENTURY ONCOLOGY: Amends Notice of Committee Appointment ------------------------------------------------------------- The U.S. trustee for Region 2 on June 16 filed an amended notice of appointment of 21st Century Oncology Holdings Inc.'s official committee of unsecured creditors. The Justice Department's bankruptcy watchdog announced that it appointed these creditors to serve on the committee: (1) Elekta, Inc. 400 Perimeter Center Terrace, Suite 50 Atlanta, GA 30346 Contact: Michael J. Hartman Sr. VP, Legal Affairs Tel: (770) 300-9725 (2) Florida Oncology Partners, LLC 2400 Research Boulevard, Suite 325 Rockville, MD 20850 Contact: Alan Gold, Managing Member Tel: (301) 208-8998 (3) McKesson Specialty Care Distribution Corp. 401 Mason Road Laverne, TN 37086 Contact: David J. Corcoran, VP Tel: (615) 287-5342 (4) Steven Brehio 7 Dearfield Court Lincoln, RI 02865 Contact: Steven Brehio Tel: (617) 909-6862 (5) Cardinal Health 108, LLC 7000 Cardinal Place Dublin, OH 43017 Contact: Brandon Nickoli, Credit Advisor Tel: (614) 553-3272 The amended notice of appointment changed the state where Florida Oncology Partners, LLC, is located. The original notice of appointment indicated that Florida Oncology is located in Rockville, Missouri. The amended notice of appointment indicated that Florida Oncology is located in Rockville, Maryland. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 21st Century Oncology 21st Century Oncology Holdings, Inc. is a global provider of integrated cancer care services. As of March 31, 2017, the company operated 179 treatment centers, including 143 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America. 21st Century and 59 U.S. affiliates filed Chapter 11 petitions under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. The cases are pending before the Hon. Judge Robert D. Drain. At the time of the filing, the Debtors estimated their assets and debts at $1 billion to $10 billion. Kirkland & Ellis serves as the Debtor's legal counsel in connection with the debt restructuring. The Debtor employed Millstein & Co. as financial advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtor also hired Alvarez & Marsal Healthcare Industry Group to provide interim senior management. 399 LONE OAK: Unsecureds to Recover 100% Under Plan --------------------------------------------------- 399 Lone Oak, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement dated June 5, 2017, referring to the Debtor's plan of reorganization. The General Unsecured Creditors will be paid 100% of their claims with no interest at the same time as the secured creditors are paid once funding has been received at the same time as the secured creditors. No insider will receive any distributions until after all creditors are paid in full pursuant to the Plan. Payments and distributions under the Plan will be funded by receipt of funding from either an investor or a line of credit of an insider. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-36117-32.pdf About 399 Lone Oak Ltd. 399 Lone Oak, Ltd., based in Houston, Tex., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-36117) on Dec. 5, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Christopher J. Brown, president. Judge Marvin Isgur presides over the case. Margaret Maxwell McClure, Esq., serves as bankruptcy counsel. 477 WEST: Trustee Taps Maltz Auctions as Real Estate Broker ----------------------------------------------------------- The Chapter 11 trustee for 477 West 142nd Street Housing Dev. Fund Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a real estate broker. Gregory Messer, the court-appointed trustee, proposes to hire Maltz Auctions Inc. to market and sell the Debtor's interest in a real property located at 477 West 142nd Street, New York. The firm will receive a commission in the form of a buyer's premium, which is 4% of the gross sales price of the property and payable by the buyer. Richard Maltz, president of Maltz Auctions, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard B. Maltz Maltz Auctions, Inc. 39 Windsor Place Central Islip, NY 11722 Phone: 516-349-7022 Fax: 516-349-0105 Email: info@MaltzAuctions.com About 477 West 142nd Street 477 West 142nd Street Housing Dev. Fund Corp. is primarily in the business of ownership of real property located at 477 West 142nd Street, New York, New York, also known as 1661-1669 Amsterdam Avenue, New York, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12178) on Aug. 5, 2015. The court appointed Gregory Messer, Esq., as Chapter 11 trustee by orders dated March 17 and 21, 2016. The Chapter 11 trustee is represented by Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP. No committee of unsecured creditors has been appointed. 5 STAR INVESTMENT: Trustee Selling South Bend Property for $63K --------------------------------------------------------------- Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale of real estate commonly known as 120 South 33rd Street, South Bend, St. Joseph County, Indiana, to Stephen and Julie Balogh for $63,000. Tiffany Group is entitled to receive a commission of 5% of the total purchase price for all sales that were obtained solely through the efforts of the Tiffany Group. Prior to the Petition Date, 5 Star Investment Group V, LLC, was the sole owner of Real Estate. The Real Estate is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017. The Real Estate is also subject to these Investor Mortgages: a. A first priority mortgage in favor of Louis Schmucker dated April 13, 2012. The Schmucker Mortgage was recorded on April 25, 2012 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1211848. b. A second priority mortgage in favor of Amos and Rebecca Miller dated April 13, 2012. The Miller Mortgage was recorded on April 25, 2012 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1211849. c. A third priority mortgage in favor of the Sue E. Miller Generational TR FBO Joel R. Miller TTEE dated April 13, 2012. The Miller Trust Mortgage was recorded on April 25, 2012 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1211850. Prior to the Petition Date, the Property was subject to the Lease, with an option to purchase in favor of the Purchasers. Pursuant to the option to purchase under the Lease, the Purchaser deposited with Debtor 5 Star Investment Group V, a nonrefundable deposit of $3,250. In the event the Purchasers exercised their rights pursuant to the option to purchase under the Lease, the Deposit was to be applied to the full purchase price, as stated in the Lease. The Trustee and Purchasers have agreed that the Lease, including the option to purchase, has expired and that the Purchasers did not exercise their rights pursuant to the option to purchase. Accordingly, the Purchasers have no interest in the Property, other than their rights as a month-to-month tenants pursuant to IND. CODE Section 32-31-1-2. On June 14, 2017, pursuant to the sole efforts of the Trustee, the Trustee entered into the Purchase Agreement for the sale of the Real Estate to the Purchasers for the total purchase price of $63,000. The Purchase Agreement provides that the Purchasers will receive a credit against the total purchase price for the Deposit of $3,250 that was previously paid by the Purchasers pursuant to the Lease. In the event the sale of the Real Estate, as contemplated by the Purchase Agreement, does not occur for any reason, the Purchasers will not be entitled to a refund of the Deposit. In addition, the Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests. It also provides that any portion of the Tax Lien that represent delinquent real estate taxes, including real estate taxes that have accrued for 2014 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Lien that represents real estate taxes for 2017 will be prorated as of the date immediately prior to the date of closing. Further, the Purchase Agreement provides that any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_799_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the purchase price of $63,000 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (i) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement free and clear of all liens, encumbrances, claims and interests; (ii) disburse from the sale proceeds, first to pay the costs and expenses of the sale, second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Lien, and third to pay the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (iii) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h) in order to allow the Trustee to timely and expeditiously consummate the proposed sale. The Purchasers can be reached at: Stephen and Julie Balogh 120 S. 33rd St. South Bend, IN 46615 E-mail: balogh413@att.net About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC") filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining Order, asset freeze and other emergency relief in the SEC Action. 5 Star Investment Group, LLC, and its 10 affiliates owned by Eardl D. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the Court entered its agreed order granting the Trustee's Motion for substantive consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered order granting application to employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy estates' broker. The Trustee's attorneys: RUBIN & LEVIN, P.C. Meredith R. Theisen Deborah J. Caruso John C. Hoard James E. Rossow, Jr. Meredith R. Theisen 135 N. Pennsylvania Street, Suite 1400 Indianapolis, Indiana 46204 Tel: (317) 634-0300 Fax: (317) 263-9411 E-mail: dcaruso@rubin-levin.net johnh@rubin-levin.net jim@rubin-levin.net mtheisen@rubin-levin.net ABB/CON-CISE OPTICAL: S&P Cuts CCR to 'B-' on Profitability Decline ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Coral Springs, Fla.-based ABB/Con-Cise Optical Group LLC to 'B-' from 'B'. The outlook is stable. S&P also lowered its issue-level rating on the company's $518 million senior secured first-lien credit facilities -- consisting of a $100 million revolving credit facility due in 2021 and $418 million term loan due in 2023 -- to 'B-' from 'B'. The recovery rating is '3', indicating S&P's opinion that creditors can expect meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. At the same time, S&P lowered its issue-level rating on the company's $160 million senior secured second-lien term loan due in 2024 to 'CCC' from 'CCC+'. The recovery rating is '6', indicating S&P's opinion that creditors can expect negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. Debt outstanding as of March 31, 2017, totaled $588 million. "The downgrade primarily reflects recent steep price increases by ABB's largest supplier," said S&P Global Ratings credit analyst Gerald Phelan. S&P forecasts lower profitability and weaker credit metrics over the next 12 months, including adjusted debt to EBITDA around 8.5x. Moreover, S&P believes this supplier is targeting price increases at the distributor channel (where ABB is the dominant player) and its core customer base of independent eye care professionals (ECPs) but not customers purchasing direct, which include mass merchants, clubs, and large online retailers. It's not clear to S&P whether this supplier's price increases are solely profit driven or if it also intends to expand its own direct sourcing capabilities. Given the supplier's actions; ongoing litigation that seeks class-action status against multiple parties including ABB, alleging anti-competitive behavior; and ABB's weaker-than-expected profitability even before the supplier's price increases, S&P is revising its business risk assessment on the company to weak from fair. The stable outlook reflects S&P's assumption that over the next 12 months ABB will partially mitigate recent price increases from its largest supplier, which should result in about $15 million free cash flow, moderate debt repayment, and adjusted debt to EBITDA around 8.5x. S&P could lower the ratings if it believes ABB's cash flow or liquidity will weaken considerably, including annual free cash flow dropping to break-even levels, or if S&P considers its commitments to be unsustainable over the long term. This could occur if EBITDA falls meaningfully (by about 20%), potentially due to an inability to offset price increases by its largest supplier, if contact lens suppliers institute changes unfavorable to ABB, or if independent ECPs lose substantial market share, resulting in adjusted debt to EBITDA sustained above 10x. In addition, S&P could lower the ratings if it believes there may be adverse outcomes pertaining to universal pricing policy (UPP) litigation. S&P could raise the ratings if conditions in the contact lens distribution industry improve, including if the company's largest supplier reverses its recent price increases, if S&P believes UPP litigation will not hurt ABB, and if S&P forecasts that adjusted debt to EBITDA will be sustained at or below 7.5x. ABENGOA BIOENERGY: 3rd Amended Liquidation Plans Confirmed ---------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court confirmed Abengoa Bioenergy US Holdings' Third Amended Joint Plans of Liquidation. As previously reported, "The Plan as currently proposed, including the proposed treatment of the MRA Guarantee Claims, is premised on substantive consolidation and provides Bioenergy General Unsecured Creditors with a substantially higher recovery than they could otherwise expect to receive. The most important consideration for the Holders of the MRA Guarantee Claims was that their entitlement to the $32.5 million. The proposed settlement allows the Plan Proponents to avoid costly, time consuming, and potentially uncertain litigation, whereby if unsuccessful certain creditors would receive no recovery in 2017 and little, if any recovery in 2018, or even later if the parties engage in protracted litigation. As reflected in the Liquidation Analysis . . . without the proposed settlement of the MRA Guarantee Claims, most of the available proceeds for distribution to Holders of Bioenergy General Unsecured Claims would have been distributed to the Holders of MRA Guarantee Claims, leaving Holders of Bioenergy General Unsecured Claims with a small fraction of their projected recovery under the Plan as proposed. "The order states, "Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Cofides Settlement is an integrated compromise and settlement of numerous issues and disputes designed to achieve a beneficial and efficient resolution of these Chapter 11 Cases for all parties in interest. The Court finds that the relief sought in the Cofides Settlement Motion is an exercise of sound business judgment, and is in the best interests of the Debtors, the Debtors' estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Cofides Settlement Motion establish just cause for the relief granted herein, and that the Cofides Settlement Motion satisfies rules 2002 and 9019 of the Federal Rules of Bankruptcy Procedure." About Abengoa Bioenergy US Holding Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A., a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary Case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. The Troubled Company Reporter, on March 14, 2016, reported that the Office of the U.S. Trustee appointed seven creditors of Abengoa Bioenergy US Holding LLC and its affiliates to serve on the official committee of unsecured creditors. The Office of the U.S. Trustee on June 14 appointed three creditors of Abengoa Bioenergy Biomass of Kansas LLC to serve on the official committee of unsecured creditors. The Creditors' Committee of Abengoa Bioenergy US Holdings, et al., retained Lovells US LLP as counsel, Thompson Coburn LLP as local counsel, and FTI Consulting, Inc., as Financial Advisor. The Creditors' Committee of Abengoa Bioenergy Biomass of Kansas, LLC, retained Baker & Hostetler LLP as counsel, Robert L. Baer as local counsel, and MelCap Partners, LLC as financial advisor and investment banker. AC I TOMS: Hearing on Plan Confirmation Set for June 26 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on June 26 to consider approval of the proposed Chapter 11 plan of reorganization for AC I Toms River LLC. The hearing will be held at 10:00 a.m., at the Bankruptcy Court, 300 Quarropas Street, White Plains, New York. Creditors have until June 21 to file their objections and cast their votes accepting or rejecting the plan. The restructuring plan proposes to sell the company's real property in Toms River, New Jersey, from which Hooper Commons, a shopping center, operates. The company will use the proceeds from the sale to pay creditors, according to its latest disclosure statement filed on June 6. A copy of the fifth amended disclosure statement is available for free at https://is.gd/VUWbJQ About AC I Toms AC I Toms River LLC owns the real property and improvements thereon located at 1400 Hooper Avenue, Toms River, New Jersey, from which the shopping center commonly known as Hooper Commons operates. The property consists of 28 storefronts, of which 25 are occupied. The anchor tenants at the property are Dollar Tree, DSW and Michaels. The property is currently the subject of a foreclosure action commenced by RCG. CBRE is the court-appointed rent receiver who currently manages the property. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-22023) on Jan. 8, 2016, disclosing under $1 million in both assets and liabilities. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, PC, serves as the Debtor's bankruptcy counsel. A receiver has been appointed for the Debtor's property. The receiver has remained in place and continuing to act in accordance with a prepetition receiver order through October 15, 2016. No official committee of unsecured creditors has been appointed in the case. ADEPTUS HEALTH: Court Amends PCO Appointment Order -------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas entered an amended Order directing the United States Trustee to appoint a patient care ombudsman for ADPT DFW Holdings LLC., et al. The Court noted that the appointed PCO will monitor the quality of care provided to patients/clients of the Debtors to the extent necessary under the circumstances, including interviewing patients, physicians, and health care providers. In addition, the Ombudsman is also ordered to monitor the storage or other disposition of, and patient and provider access to patient records with respect to facilities which cease operations or have ceased operations. The Court further noted that the ombudsman shall not monitor the patient care provided at facilities which are owned by non-debtor entities, regardless of whether any of the debtors are equity holders of, investors in, or affiliates of, such entities. Further, the Order provides that upon a sale closing after entry of an order approving the sale of a facility involved in the case, the Ombudsman's appointment is terminated as to that facility. At that time, United States Trustee is ordered to provide an Order reflecting that the ombudsman is excused and discharged from his/her duties at the facility. Moreover, Judge Jernigan noted that upon dismissal of the bankruptcy case and/or any confirmed Plan of Reorganization going effective, the patient care ombudsman's duties shall automatically conclude without further Order of the Court and that the patient care ombudsman shall be excused and discharged from his/her duties, which shall be noticed to parties by the Debtors. About Adeptus Health Adeptus Health LLC -- http://www.adpt.com/-- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates, including Adeptus Health, Inc., and Adeptus Health LLC, each filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No. 17-31432) on April 19, 2017, listing $798.7 million in total assets and $453.48 million in total debt as of Sept. 30, 2016. Andrew Hinkelman, chief restructuring officer, signed the petitions. Judge Stacey G. Jernigan presides over the cases. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as special counsel; FTI Consulting, Inc., as chief restructuring officer; Houlihan Lokey, Inc., as investment banker; and Epiq Systems as claims and noticing agent. On May 1, 2017, a nine-member official unsecured creditors committee was formed in the case. The committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel. The U.S. Bankruptcy Court for the Northern District of Texas on June 7 ordered the U.S. trustee for Region 6 to appoint an official committee of equity security holders for Adeptus Health, Inc. Daniel T. McMurray has been named as Patient Care Ombudsman in the Debtors' cases. ADEPTUS HEALTH: Reconsideration of Ombudsman Appt. Order Sought --------------------------------------------------------------- BankruptcyData.com reported that Adeptus Health's health care ombudsman (Ombudsman), Dan McMurray, filed with the U.S. Bankruptcy Court a motion to reconsider and clarify, correct and/or modify the previous Court order directing appointment of an Ombudsman in order (i) to specify those healthcare facilities owned by or affiliated with the Debtors that fall within the scope of the Ombudsman's engagement and (ii) to execute more fully and precisely the apparent intention to address in the appointment order the granting of access for the Ombudsman to protected health information of the Debtors' patients so that he can properly conduct his monitoring of the care provided to patients in the Debtors' facilities. The motion explains, "In light of the quoted language from the Hinkelman Declaration, it is unclear to the Ombudsman whether patients of the Joint Ventures and other non-debtor affiliates are 'patients/clients of the Debtors' within the meaning of the Appointment Order. Another factor in making that determination is the role that any one or more of the debtors might play in managing or otherwise participating in the providing of patient care in the non-debtor facilities. While the Ombudsman takes no position on the issue of which patients are patients of the debtors, it is necessary for him to receive clarification so that he will visit and monitor all facilities which are within the scope of his engagement but not expend unnecessary time and unnecessary expense to the estates by visiting and monitoring facilities in several states which are not within the scope of his engagement. Finally, clarification is needed regarding the issue of whether closed facilities are within the scope of the Ombudsman's engagement so that the Ombudsman may monitor the storage, preservation, security, and patient and provider access to the medical records of former patients. In light of the frequency with which appointment orders confer access to patient records so that ombudsman may begin performing their functions and in light of the apparent intent to address such access in the Appointment Order, the Ombudsman requests that the Appointment Order be modified to accord with what the Ombudsman assumes was its intended effect." About Adeptus Health Adeptus Health LLC -- http://www.adpt.com/-- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates, including Adeptus Health, Inc., and Adeptus Health LLC, each filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No. 17-31432) on April 19, 2017, listing $798.7 million in total assets and $453.48 million in total debt as of Sept. 30, 2016. Andrew Hinkelman, chief restructuring officer, signed the petitions. Judge Stacey G. Jernigan presides over the cases. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as special counsel; FTI Consulting, Inc., as chief restructuring officer; Houlihan Lokey, Inc., as investment banker; and Epiq Systems as claims and noticing agent. On May 1, 2017, a nine-member official unsecured creditors committee was formed in the case. The committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Daniel T. McMurray has been named as Patient Care Ombudsman in the Debtors' cases. ADVANCED SOLIDS: Selling Remaining Furniture on Consignment ----------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the consignment sale by H. Lancaster Co. of remaining assets for their new minimum prices. Objections, if any, must be filed within 21 days from the date of service. The assets proposed to be sold consist of the remaining personal property described as residential furniture from multiple real properties the Debtor owns/owned in New Mexico. The majority of the real properties have been sold, with one final property being put on the market at the end of the month, and the furniture must be liquidated. The Debtor has previously attempted to sell the furniture as a package with the real property with no success. The Debtor previously filed a Motion to Sell the personal property pursuant to a Consignment Agreement with H. Lancaster Co. (whom is not related to the Debtor). Pursuant to the Consignment Agreement, the Debtor is to receive 70% of the gross sales proceeds. On May 5, 2017, the Debtor filed a Motion to Sell furniture free and clear of all liens, claims and encumbrances at minimum prices. The Court approved the Motion, and on May 12, 2017, the Order Granting Authority to Sell Personal Property Free and Clear of All Liens, Claims and Encumbrances at Minimum Prices was entered authorizing the Debtor to sell furniture at minimum prices. Pursuant to the Order authorizing sale of furniture, the Debtor has sold the furniture in the total amount of $14,867. H. Lancaster attempted to sell some of the furniture and was unable to sell a single piece of furniture. The Debtor has the remaining furniture (including the furniture located in the final house in Carlsbad - 4004 North Pat Garrett) left for sale. It is not in a position to spend any more time and does not believe it will be cost effective to spend more time selling the remaining items of furniture. The Debtor believes it is better to lower the minimum price in an effort to efficiently liquidate the remaining furniture. A copy of the list of remaining personal property to be sold with their reduced minimum prices attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_115_Sales.pdf Most of the remaining furniture is more worn than other pieces, and has proven to be harder to sell than expected. The Debtor's plan is to liquidate the furniture as quickly as possible to generate what it believes to be the best value for the remaining pieces of furniture. It believes that the proposed sale of the furniture will generate a reasonable value based upon the assets proposed to be sold and its marketability. The proceeds from the sale will be used by the Debtor in its reorganization efforts/payment of creditors of the Estate. The Debtor is asking that the sale of the remaining furniture for the reduced minimum prices be free and clear of all liens, claims and encumbrances. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel. AM CASTLE: Case Summary & 35 Largest Unsecured Creditors -------------------------------------------------------- Debtor: A.M. Castle & Co. 1420 Kensington Road, Suite 220 Oak Brook, IL 60523 Type of Business: Headquartered in Oak Brook, Illinois, A.M. Castle (OTCQB:CASL) is a publicly-traded specialty metals distribution company serving customers on a global basis. Web site: https://www.castlemetals.com/ The Debtors intend to seek confirmation of Prepackaged Joint Chapter 11 Plan of Reorganization that says some of the secured debt will be converted into equity, general unsecured creditors owed up to $100 million will recover 100 cents on the dollar, and existing equity holders will get 20% of the reorganized company. The Plan is supported by the Consenting Creditors, representing 100% of the allowed prepetition first lien secured claims, approximately 92% of the allowed prepetition second lien secured claims, and approximately 61% of the allowed prepetition third lien secured claims Chapter 11 Petition Date: June 18, 2017 Affiliated debtors that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Keystone Tube Company, LLC (Lead Case) 17-11330 A.M. Castle & Co. 17-11331 HY-Alloy Steels Company 17-11332 Keystone Service, Inc. 17-11333 Total Plastics, Inc. 17-11334 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Richard M. Pachulslci, Esq. Jeffrey N. Pomerantz, Esq. Maxim B. Litvak, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEL & JONES LLP 919 North Market Street, 17th floor P.O. Box. 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: rpachulski@pszjlaw.com jpomerantz@pszjlaw.com mlitvak@pszjlaw.com pkeane@pszjlaw.com Debtors' Investment Banker and Financial Advisor: IMPERIAL CAPITAL, LLC Debtors' Tax Advisor: DELOITTE TAX LLP Debtors' Auditor: DELOITTE & TOUCHE LLP Debtors' Solicitation, Balloting & Notice Agent: KURTZMAN CARSON CONSULTANTS LLC Web site: http://www.kccllc.net/amcastle Debtors' Tax Counsel: FENWICK & WEST LLP Consenting Creditors' Legal Counsel: PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019-6064 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Attention: Andrew N. Rosenberg, Esq. Jacob A. Adlerstein, Esq. Adam M. Denhoff, Esq. E-mail: arosenberg@paulweiss.com jadlerstein@paulweiss.com adenhoff@paulweiss.com Consenting Creditors' Co-Counsel: CONAWAY STARGATT & TAYLOR, LLP Consenting Creditors' Financial Advisor: DUCERA PARTNERS LLC Consenting Creditor SGF, Inc.'s Legal Counsel: GOODWIN PROCTER LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 Attention: Michael H. Goldstein Kizzy Jarashow E-mail: mgoldstein@goodwinlaw.com kjarashow@goodwinlaw.com Consenting Creditors parties to Restructuring Support Agreement: SGF, INC, CORRE OPPORTUNITIES FUND, LP, HIGHBRIDGE INTERNATIONAL LLC, PANDORA SELECT PARTNERS, LP, WHITEBOX INSTITUTIONAL PARTNERS, LP, and WOLVERINE FLAGSHIP FUND TRADING LIMITED. Debtors' Total Assets: $339.2 million as of March 31, 2017 Debtors' Total Liabilities: $388.4 million as of March 31, 2017 The petitions were signed by Patrick R. Anderson, treasurer. Debtors' Consolidated List of 35 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Timkensteel Corporation Inventory $2,466,905 28777 Network Place Chicago, IL 60673 Email: cathy.haught@timkensteel.com Huntington Alloys Inventory $1,889,057 75 Remittance Drive Ste 6489 Chicago, IL 60675 Email: dbias@specialmetals.com The Boeing Company Inventory $997,421 P.O. Box 277851 Atlanta, GA 30384 Arcelor Mittal Inventory $712,066 25465 Network Place Chicago, IL 60673 Nucor Steel Norfolk Inventory $574,791 P.O. Box 809360 Chicago, IL 60680 TQ Logistics, Inc. Transportation $550,112 3698 Largent Way Suite 104 Marietta, GA 30064 Email: susan@tqlogistics.com Arconic Inc. Inventory $505,535 7336 Solution Center Chicago, IL 60677 SSAB North American Division Inventory $359,517 801 Warrenville Road Ste 800 Lisle, IL 60532 Email: claudia.grimaldo@ssab.com Service Center Metals LLC Inventory $303,829 P.O. Box 32142 New York, NY 10087 Email: mike.hudes@scm-net.com Niagara Lasalle Corporation Inventory $284,952 P.O. Box 84101 Chicago, IL 60689 Magellan Corp. Inventory $283,143 3250 Solutions Center Chicago, IL 60677 Email: abruggenman@e-magellan.com Dunkirk Specialty Steel, LLC Inventory $282,172 P.O. Box 640595 Pittsburgh, PA 15264 Email: c.neiport@univstainless.com High Performance Alloys Inventory $251,777 P.O. Box 40 Tipton, IN 46072 Email: september.kirchner@hpalloy.com Republic Steel Inventory $212,990 Email: BBoynar@RepublicSteel.com Nucor Cold Finish Wisconsin Inventory $202,768 ATI Flat Rolled Products Inventory $199,261 Email: cindy.schmidt@atimetals.com Universal Alloy Corp. Inventory $198,636 Scot Forge Company Inventory $198,109 Email: MSplitt@scotforge.com Raytrans Management Transportation $195,605 Email: gpaprocki@raytrans.com Nucor Steel Memphis Inc. Inventory $192,747 Success Logistics, Inc. Transportation $166,164 Email: kcarlile@successntl.com Nelsen Steel Company Inventory $158,638 Email: jfonseca@nelsensteel.com DGI Supply Warehouse $154,243 Email: Dschnath@dgisupply.com Supplies Gilbank Construction Equipment $150,278 Nucor Steel-Hertford City Inventory $131,720 Schaffer Grinding Processor $117,020 Email: cathy@schaffergrinding.com TA Chen Int'l Corporation Inventory $101,779 Email: stainless_laar@tachen.com Drees Wood Products, Inc. Rent $101,783 National Bronze & Metals Inventory $92,808 Hammond 4527 Columbia LLC Rent $90,374 Email: jmondel@irgra.com Nucor Steel Longview LLC Inventory $87,681 Steel Dynamics, Inc. Inventory $84,700 Email: deb.walters@steeldynamics.com Pennex Aluminum Co LLC Inventory $82,374 Email: bluchisan@pennexaluminum.com Roda Specialty Steel Inventory $79,968 Email: info@rodaspecialtysteel.com Veridiam, Inc. Inventory $79,273 Email: AVega@veridiam.com AM CASTLE: Files for Chapter 11 With Prepackaged Plan ----------------------------------------------------- A.M. Castle & Co. and four affiliates commenced Chapter 11 cases to implement a prepackaged chapter 11 plan that has the support of the Debtors' principal creditor constituents and will effectuate a comprehensive balance sheet restructuring. Through the restructuring, the Debtors will emerge from bankruptcy as a deleveraged and well-capitalized company that will be in position to thrive and to continue to provide its customers with the high-quality, dependable products and services that are its hallmark. Under the terms of the Prepackaged Joint Chapter 11 Plan of Reorganization, the Debtors will meaningfully deleverage their balance sheet by: (a) satisfying $112 million of its prepetition first lien Secured Claims either through (i) payment in full in cash from the proceeds of a new asset based loan facility or (ii) a roll up of the existing facility and payment of cash, (b) satisfying $177 million in prepetition second lien secured claims through (i) the issuance of $111.875 million initial principal amount of new second lien convertible notes, (ii) $6.65 million in cash, and (iii) 65% of the new equity in A.M. Castle (subject to dilution as set forth in the Plan), (c) satisfying $22.3 million of their prepetition third lien secured claims through the (i) the issuance of $3.125 million initial principal amount of new second lien convertible notes and (ii) 15% of the new equity in A.M. Castle (subject to dilution as set forth in the Plan). The Debtors' prepetition lenders have also agreed, subject to the Court's approval, to permit the Debtors to use cash collateral to help fund the costs of the Debtors' day-to-day operations and the Restructuring. The Debtors' creditors throughout their capital structure overwhelmingly support the Restructuring. Pursuant to the Restructuring Support Agreement, holders of 100% in principal amount of the Prepetition First Lien Secured Claims, approximately 92% in principal amount of the Prepetition Second Lien Secured Claims, and approximately 61% in principal amount of the Prepetition Third Lien Secured Claims, have agreed, subject to the terms and conditions of the RSA, to vote in favor of the Plan. Prepetition Indebtedness As of June 18, 2017, the Debtors' significant prepetition indebtedness is approximately $411 million, which includes secured financing obligations in the principal amount of $311 million and general unsecured obligations in the amount of $90 million to $100 million. The Debtors' funded debt obligations are: * the aggregate principal amount of $112,000,000 plus the exit fee plus accrued and unpaid interest under a Credit and Guaranty Agreement, dated as of Dec. 8, 2016 (the "First Lien Credit Agreement") with Cantor Fitzgerald Securities, as administrative and collateral agent (the "First Lien Agent"), and the lenders that are parties thereto from time to time (the "First Lien Lenders"); * the principal amount of $177,019,000 plus accrued and unpaid interest, and additional fees and costs under 12.75% senior secured notes due 2018 (the "Second Lien Notes") pursuant to an Indenture, dated as of February 8, 2016 (the "Second Lien Notes Indenture"), with U.S. Bank National Association, as indenture trustee and collateral agent (the "Second Lien Trustee," and together with the holders of the Second Lien Notes, the "Prepetition Second Lien Creditors"); * the aggregate principal amount of $22,323,000 plus accrued and unpaid interest with respect thereto and any additional fees, costs, expenses under 5.25% convertible senior secured notes due 2019 (the "Third Lien Notes") pursuant to an Indenture, dated as of May 19, 2016 (the "Third Lien Notes Indenture") with U.S. Bank National Association, as indenture trustee and collateral agent (the "Third Lien Trustee," and together with the holders of Third Lien Notes, the "Prepetition Third Lien Creditors"). The Debtors incur general unsecured trade debt in the ordinary course of business. As of the Petition Date, the Debtors estimate that they have approximately $90 million to $100 million in general unsecured obligations, which the Debtors intend to continue to pay in the ordinary course. In addition, the Debtors are the subject of various litigation claims, which are disputed. The effect of the restructuring on the Debtors' capital structure is summarized as follows: Estimated Type of Claim Estimated Amount Recovery ------------- ---------------- --------- First Lien Secured Claims $112.0 million 100% 2nd Lien Secured Claims $177.0 million 63%-69% 3rd Lien Secured Claims $22.3 million 14%-26% General Unsecured Claims $90 to $100 million 100% A copy of the affidavit in support of the petitions and first day motions is available at: http://bankrupt.com/misc/AM_Castle_9_1st_Day_Affidavit.pdf About A.M. Castle & Co. Founded in 1890, and with headquarters in Oak Brook, Illinois, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company reported a net loss of $13.49 million on $135.9 million of revenue in the three months ended March 31, 2017, following a net loss of $36.87 million on $163.8 million of revenue for the same period in 2016. The Company disclosed $339.2 million in assets, $388.4 million in liabilities and a $49.195 million stockholders deficit as of March 31, 2017. On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection (Bankr. D. Del.) to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. The cases are jointly administered under the lead case of Keystone Tube Company LLC (Bankr. D. Del. Case No. 17-11330) and are pending before the Honorable Laurie Selber Silverstein. The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel, Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick & West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the claims and solicitation agent. Creditors that are parties to the Restructuring Support Agreement ("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as co-counsel; and Ducera Partners LLC, as financial advisor. Consenting Creditor SGF, Inc tapped Goodwin Procter LLP as counsel. The Consenting Creditors include SGF, Inc, Corre Opportunities Fund, LP, Highbridge International LLC, Pandora Select Partners, LP, Whitebox Institutional Partners, LP, and Wolverine Flagship Fund Trading Limited. AM CASTLE: Intends to Exit Chapter 11 Cases Quickly --------------------------------------------------- To reap the full benefits of their balance sheet restructuring, A.M. Castle & Co. must exit their Chapter 11 cases quickly. The Debtors have agreed under the Restructuring Support Agreement with secured lenders to use reasonable best efforts to meet certain milestones for the restructuring process set forth in the RSA, including that confirmation of the prepackaged Plan occurs no later than 60 days after the Petition Date, and that the prepackaged Plan becomes effective no later than Aug. 31, 2017. To meet these deadlines, the Debtors have proposed this timetable for their Prepackaged Joint Chapter 11 Plan of Reorganization: * Voting Record Date: May 10, 2017 (prepetition) * Commencement of Solicitation: May 15, 2017 (prepetition) * Voting Deadline June 2, 2017, at 4:00p.m. (prepetition) * Plan Supplement Filing Date: 5 Business Days prior to the Combined Hearing Proposed Plan/Disclosure Statement * Objection Deadline: 5 Business Days prior to the Combined Hearing, at 4:00 p.m. (prevailing Eastern Time) * Proposed Executory Contract Objection Deadline: 5 Business Days prior to the Combined Hearing, at 4:00 p.m. (prevailing Eastern Time) * Proposed Equity Holder Election Deadline: 5 Business Days prior to the Combined Hearing, at 4:00p.m. (prevailing Eastern Time) * Proposed Plan/Disclosure Statement Reply Deadline: 3 Business Days prior to the Combined Hearing * Proposed Combined Hearing Date: On or about August 3 or 4, 2017 In keeping with the desire to limit the length of the Chapter 11 Cases, the Debtors began soliciting votes on the prepackaged Plan before filing their chapter 11 petitions for relief. On May 15, 2017, the Debtors served the Disclosure Statement pursuant to sections 1125 and 1126(b) of the Bankruptcy Code on holders of impaired claims entitled to vote and have requested the voting creditors to submit their ballots by the voting deadline of June 2, 2017. The voting creditors overwhelmingly support confirmation of the Plan. Specifically, 100% of the Holders of the Prepetition First Lien Secured Claims in amount and 100% in number, 100% of the Holders of the Prepetition Second Lien Secured Claims in amount and 100% in number, and 79.24% of the Holders of the Prepetition Third Lien Secured Claims in amount and 62.50% in number, voted in favor of the Plan. About A.M. Castle & Co. Founded in 1890, and with headquarters in Oak Brook, Illinois, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company reported a net loss of $13.49 million on $135.9 million of revenue in the three months ended March 31, 2017, following a net loss of $36.87 million on $163.8 million of revenue for the same period in 2016. The Company disclosed $339.2 million in assets, $388.4 million in liabilities and a $49.195 million stockholders deficit as of March 31, 2017. On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection (Bankr. D. Del.) to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. The cases are jointly administered under the lead case of Keystone Tube Company LLC (Bankr. D. Del. Case No. 17-11330) and are pending before the Honorable Laurie Selber Silverstein. The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel, Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick & West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the claims and solicitation agent. Creditors that are parties to the Restructuring Support Agreement ("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as co-counsel; and Ducera Partners LLC, as financial advisor. Consenting Creditor SGF, Inc tapped Goodwin Procter LLP as counsel. The Consenting Creditors include SGF, Inc, Corre Opportunities Fund, LP, Highbridge International LLC, Pandora Select Partners, LP, Whitebox Institutional Partners, LP, and Wolverine Flagship Fund Trading Limited. AM CASTLE: Seeks to Assume Restructuring Support Agreement ---------------------------------------------------------- A.M. Castle & Co. and its affiliated debtors seek authorization from the Delaware Bankruptcy Court to: (i) assume (a) the Restructuring Support Agreement dated as of April 6, 2017 (as amended May 12, 2017 and June 8, 2017) that the Company entered into with Consenting Creditors; and (b) the Commitment Agreement dated as of June 16, 2017, (ii) pay and reimburse related fees and expenses, and (iii) indemnify the parties thereto. Consenting Creditors that are parties to Restructuring Support Agreement include SGF, Inc, Corre Opportunities Fund, LP and its affiliated funds, Highbridge International LLC and its affiliated funds, Pandora Select Partners, LP, Whitebox Institutional Partners, LP and its affiliated funds, and Wolverine Flagship Fund Trading Limited. The Debtors filed their Prepackaged Joint Chapter 11 Plan of Reorganization together with the bankruptcy petitions. The Prepackaged Joint Plan proposes to implement the transactions contemplated under the RSA and the Commitment Agreement. Patrick R. Anderson, the Chief Financial Officer and Executive Vice President of A.M. Castle & Co., avers that the Plan provides the best restructuring alternative available to these estates. Notably, the Plan is comprised of these key elements: -- providing a 100% recovery to Allowed General Unsecured Claims and all creditors who are Unimpaired under the Plan; -- implementing a new senior secured exit financing facility and issuing second lien secured New Money Notes in consideration of a capital infusion of up to $40 million to refinance or exchange the Prepetition First Lien Secured Claims and to provide working capital for the Reorganized Debtors; -- deleveraging the Debtors' balance sheet by exchanging approximately $200 million of the Prepetition Second Lien Notes and the Prepetition Third Lien Notes for New Common Stock in the Reorganized Debtors and certain convertible Exchange Notes, together with certain Cash distributions; and -- extinguishing all of the existing Equity Interests in A.M. Castle & Co., but providing Holders of such Equity Interests with the opportunity to receive a 20% share of New Common Stock in Reorganized Parent, subject to dilution, as part of a settlement encompassed in the Plan. Through the Plan, the Debtors expect to reduce their ongoing cash interest expense by more than 70% and to create a sustainable capital structure that will uniquely position the Reorganized Debtors for success in the metals industry. Prior to the Petition Date, the Debtors solicited votes on the Plan from the Holders of Impaired Claims. The results unequivocally demonstrate overwhelming creditor support for the Plan. Specifically, 100% of the Holders of the Prepetition First Lien Secured Claims in amount and 100% in number, 100% of the Holders of the Prepetition Second Lien Secured Claims in amount and 100% in number, and 79.24% of the Holders of the Prepetition Third Lien Secured Claims in amount and 62.50% in number, voted in favor of the Plan. The Debtors now seek to assume the RSA and the Commitment Agreement in order to ensure the continuing support and commitment of the Consenting Creditors and the Commitment Parties in accordance with the terms thereof. The RSA Prior to the Petition Date, the Debtors engaged in good-faith, arm's length negotiations with certain of their largest creditors regarding the terms of a potential financial restructuring. After weeks of negotiations, those discussions ultimately resulted in execution of the RSA on April 6, 2017. The creditors that executed the RSA and have agreed to support the Debtors' restructuring efforts include Holders of 100% of the Prepetition First Lien Secured Claims, approximately 92% of the Prepetition Second Lien Secured Claims, and approximately 61% of the Prepetition Third Lien Secured Claims. Pursuant to the RSA, the Debtors will effectuate a global restructuring of their capital structure, while preserving the Debtors' business operations and going concern value and satisfying all general unsecured claims in full. The RSA includes certain "case milestones," including: (a) entry of an order approving this Motion within 30 days following the Petition Date, (b) entry of an order confirming the Plan and approving the Disclosure Statement within 60 days following the Petition Date, and (c) the occurrence of the effective date of the Plan by August 31, 2017. Failure to meet any of the milestones may result in the Consenting Creditors terminating the RSA. Such a result would derail the Debtors' prospects of expeditiously emerging from chapter 11 with a deleveraged balance sheet, to the detriment of all of their stakeholders. Further, under the RSA, the Debtors agreed to pay the reasonable fees and expenses incurred by the legal and financial advisors to: (a) the Consenting Creditors, consisting of (i) Ducera Partners LLC, as financial advisor, (ii) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as legal counsel, (iii) Young Conaway Stargatt & Taylor, LLP, as co-counsel, and (iv) any reasonably necessary specialist counsel expressly approved in writing by the Debtors, which approval shall not be unreasonably withheld), and (b) SGF, Inc., in its capacity as a Consenting Creditor, consisting of Goodwin Procter LLP and one local counsel for SGF, in an aggregate amount, including all amounts attributable to negotiating, documenting and entering into the RSA, implementing the transactions contemplated by the Restructuring, and enforcing the RSA, of up to $125,000, as such fees and expenses become due. All prepetition Restructuring Expenses will have been paid by the Debtors or will be paid as cure payments pursuant to this Court's approval of the Motion. Lastly, the Debtors agreed to indemnify and hold harmless the Consenting Creditors and certain other parties from and against any and all losses, claims, damages, liabilities, and reasonable fees and expenses, joint or several, to which an Indemnified Person may become subject to the extent arising out of or in connection with (i) any third-party claim, challenge, litigation, investigation, or proceeding with respect to the RSA, these chapter 11 cases, or the transactions contemplated by the RSA, or (ii) any breach by the Debtors under the RSA, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to, or defending any of the foregoing and to reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to, or defending any of the foregoing, all in accordance with terms of the RSA. The Commitment Agreement Prior to the Petition Date, on June 16, 2017, the Debtors and the Commitment Parties entered into the Commitment Agreement. The Commitment Parties consist of all of the Holders of the Prepetition First Lien Secured Claims. The Commitment Agreement contains the same case milestones as the RSA, including the requirement that this Court enter an order approving the RSA Motion within 30 days following the Petition Date. Further, the Commitment Agreement may be terminated if the RSA is terminated. Pursuant to the Commitment Agreement, each of the Commitment Parties agreed, subject to the terms and conditions set forth therein, to purchase its Commitment Amount of New Notes to be issued by the Reorganized Debtors under the Plan -- New Money Notes -- for an aggregate purchase price of up to $40 million, subject to decrease based on the Debtors' Opening Liquidity as of the Effective Date. The New Money Notes will be issued at a price of $800 in cash for each $1,000 in principal amount of New Money Notes. In consideration for the Commitment Parties' agreements in the Commitment Agreement, the Debtors agreed to pay the Commitment Parties a put option payment equal to $2.0 million (which represents 5.0% of the maximum New Money Amount) (the "Put Option Payment"). In addition, the Debtors agreed to reimburse the reasonable fees and expenses incurred by the legal and financial advisors to the Commitment Parties represented by Paul, Weiss (the "Commitment Expenses") and to indemnify the Commitment Parties generally consistent with the provisions of the Creditor Indemnification in the RSA. Mr. Anderson asserts that assuming the RSA and the Commitment Agreement is critical to implementing the Plan and is therefore in the best interests of their estates. Pursuant to the RSA, among other things, Holders of approximately 92% of the aggregate Prepetition First Lien Secured Claims, the Prepetition Second Lien Claims, and the Prepetition Third Lien Secured Claims -- the only three classes of Impaired Claims -- have agreed, subject to the terms and conditions thereof, to support the Plan. The Commitment Agreement, in turn, obligates the Commitment Parties to fund up to $40 million in new money to purchase the New Money Notes to be issued by the Reorganized Debtors under the Plan. Such funding is necessary for the Reorganized Debtors to have sufficient working capital to satisfy their obligations under the Plan and to invest in the company's operations after emergence from bankruptcy. Indeed, without the RSA and the Commitment Agreement and the support of the Consenting Creditors and the Commitment Parties, it would be far more expensive and difficult (if not impossible) for the Debtors to successfully reorganize. The terms of the RSA and the Commitment Agreement are the product of extensive arm's length negotiations among the Debtors, the Consenting Creditors, and the Commitment Parties, as well as their respective counsel and financial advisors, and represent the culmination of an extensive collaborative restructuring process in which all of the abovementioned parties were represented. Given the significance of the support of the Consenting Creditors and the Commitment Parties to confirmation of the Plan (and that failure to obtain approval of the RSA Motion within 30 days of the Petition Date would give rise to a termination right in favor of such parties), the Debtors have determined that obtaining Court approval to assume the RSA and the Commitment Agreement is in the best interests of all stakeholders. According to Mr. Anderson, the reimbursement provisions relating to the Restructuring Expenses and the Commitment Expenses are designed to compensate the Consenting Creditors and the Commitment Parties, respectively, for the out-of-pocket expenses that such parties are incurring in order to aid the Debtors' restructuring efforts. The Put Option Payment, by contrast, compensates the Commitment Parties for committing to invest up to $40 million of new money capital in the Reorganized Debtors and the financial risk that the Commitment Parties are taking by committing such capital. The Put Option Payment, which equals $2 million, or 5% of the maximum New Money Amount, represents a customary and market-rate fee under the circumstances. Finally, the Creditor Indemnification under the RSA and the Commitment Agreement are standard protections offered by the Debtors to the Consenting Creditors and the Commitment Parties to ensure such parties can turn to these estates for reimbursement in the event that they suffer losses through their restructuring efforts in support of these estates. About A.M. Castle & Co. Founded in 1890, and with headquarters in Oak Brook, Illinois, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company reported a net loss of $13.49 million on $135.9 million of revenue in the three months ended March 31, 2017, following a net loss of $36.87 million on $163.8 million of revenue for the same period in 2016. The Company disclosed $339.2 million in assets, $388.4 million in liabilities and a $49.195 million stockholders deficit as of March 31, 2017. On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection (Bankr. D. Del.) to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. The cases are jointly administered under the lead case of Keystone Tube Company LLC (Bankr. D. Del. Case No. 17-11330) and are pending before the Honorable Laurie Selber Silverstein. The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel, Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick & West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the claims and solicitation agent. Creditors that are parties to the Restructuring Support Agreement ("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as co-counsel; and Ducera Partners LLC, as financial advisor. Consenting Creditor SGF, Inc tapped Goodwin Procter LLP as counsel. The Consenting Creditors include SGF, Inc, Corre Opportunities Fund, LP, Highbridge International LLC, Pandora Select Partners, LP, Whitebox Institutional Partners, LP, and Wolverine Flagship Fund Trading Limited. AM CASTLE: Unsecureds Owed $100M to Recover 100 Cents on Dollar --------------------------------------------------------------- A.M. Castle & Co. and its affiliated debtors are seeking confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization that provides that unsecured creditors owed an estimated $90 million to $100 million will receive payment in full and are unimpaired. According to the Plan, each holder of a general unsecured claim, in full satisfaction, settlement, discharge and release of, and in exchange for, such claim will receive cash in an amount equal to allowed amount of the claim on the later of: (a) the Effective Date, or as soon as practicable thereafter; or (b) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to claim. Moreover, the Debtors have proposed that certain unsecured creditors classified as "trade creditors" that are owed $27.5 million be paid in the ordinary course of business, even before the effective date of the Plan. Trade Creditors The Debtors on the Petition Date filed a motion to pay, in the ordinary course of business, allowed prepetition claims (collectively, the "Trade Claims") of general unsecured creditors that provide goods or services related to the Debtors' operations (collectively, the "Trade Creditors"). For the six months before the Petition Date, the Debtors' average monthly payment to "Trade Creditors was approximately $28.2 million. The Debtors estimate that, as of the Petition Date, approximately $27,500,000 of undisputed Trade Claims have accrued. Through the Trade Creditors, the Debtors purchase specialty metals and related processing services (heat treat, polish, straighten, etc.). The Debtors purchase goods and services for the purpose of operating cranes, side-loaders, forklifts, scales, racks, saws, saw blades, and repairs related to this and other equipment. The Debtors hire transportation providers in connection with the shipping of their products and delivery of goods, including packing and shipping materials, some of which are specialized. In addition, the Debtors purchase protective and safety equipment to help ensure that their employees are working in a protected and safe work environment. The Trade Creditors provide the Debtors with uninterrupted access to the necessary goods and services that enable them to operate their businesses smoothly. No party in interest will be prejudiced by the proposed payments to Trade Claims because the Trade Claims are unimpaired under the Prepackaged Plan and will be paid in full upon the effective date of the Prepackaged Plan. Thus, the relief requested seeks to alter only the timing, not the amount or priority, of such payments. Accordingly, the Debtors believe that paying the relatively modest amount of Trade Claims -- 8% of the total debt to be restructured in these chapter 11 cases in the ordinary course is prudent when compared to the amount the Debtors' stakeholders stand to lose if the Debtors' businesses were to be interrupted. Treatment of Other Claims, Interests Holders of approximately 92% of the aggregate prepetition first lien secured claims, the prepetition second lien claims, and the prepetition third lien secured claims -- the only three classes of Impaired Claims under the Plan -- have agreed, subject to the terms and conditions thereof, to support the Plan. The Plan will satisfy (i) $112 million of its prepetition first lien secured claims either through payment in cash and/or a roll-up of the existing facility; $177 million in prepetition second lien secured claims through the issuance of new notes, payment of $6.65 million in cash, and issuance of 65% of the new equity in A.M. Castle, and (iii) $22.3 million of their prepetition third lien secured claims through the issuance of convertible notes and issuance of 15% of the new equity in A.M. Castle. Holders of First Lien Secured Claims are slated to have a 100% recovery; holders of 2nd Lien Secured Claims will recover 63% to 69%; and holders of 3rd Lien Secured Claims will recover 14% to 26%. The existing equity interests in A.M. Castle will be extinguished and holders thereof will not receive any recovery on account of the equity interests. However, in full settlement of any potential claims that the holders of equity interests in A.M. Castle could assert against the Debtors, on the Effective Date, each holder of an equity interest who does not object to the Plan and does not opt-out of the releases contained in the Plan will receive such holder's pro rata share of 20.0% of the new common stock, subject to dilution. New Board The board of directors of the Reorganized Parent will be comprised of five members: (i) the President and Chief Executive Officer of reorganized A.M. Castle, (ii) Jon Mellin, and (iii) three directors selected by the Consenting Creditors. Steven W. Scheinkman will be chairperson of the New Board until the 2018 annual shareholders meeting, or longer if approved by the New Board. The Reorganized Parent will adopt and implement a new management equity incentive plan (the "Management Incentive Plan"). Among other things, the Management Incentive Plan will provide for 10% of the New Common Stock outstanding as of the Effective Date on a fully diluted basis to be reserved for grants to be approved by the New Board for directors, officers, and other key employees of the Reorganized Company (the "MIP Pool"). The MIP Pool will consist of $2.4 million in aggregate initial principal amount of New Notes, and the remainder will be in the form of New Common Stock. A copy of the Disclosure Statement explaining the terms of the Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization is available at: http://bankrupt.com/misc/AM_Castle_17_DS.pdf About A.M. Castle & Co. Founded in 1890, and with headquarters in Oak Brook, Illinois, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company reported a net loss of $13.49 million on $135.9 million of revenue in the three months ended March 31, 2017, following a net loss of $36.87 million on $163.8 million of revenue for the same period in 2016. The Company disclosed $339.2 million in assets, $388.4 million in liabilities and a $49.195 million stockholders deficit as of March 31, 2017. A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11331) on June 18, 2017, to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. AMERICAN CASINO: S&P Puts 'B+' CCR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed its 'B+' corporate credit rating on Las Vegas-based gaming operator American Casino & Entertainment Properties LLC (ACEP) on CreditWatch with negative implications. S&P is not placing the issue-level ratings on ACEP on CreditWatch. S&P expects the debt will be repaid as part of Golden Entertainment Inc.'s acquisition of ACEP, and S&P will withdraw those ratings. "The CreditWatch listing reflects our belief that 2017 adjusted debt to EBITDA, pro forma to include a full year of expected ACEP and Golden EBITDA and incorporating cost synergies, will be at least in the mid- to high-5x area," said S&P Global Ratings credit analyst Ariel Silverberg. That is above S&P's 5x downgrade threshold for ACEP at the current rating. S&P expects to resolve the CreditWatch listing once it can assess the likelihood and timing for the combined entity's leverage to improve to under 5x. S&P believes this will include both an understanding of potential synergies and Golden's financial policy. S&P believes if a downgrade were the outcome of its review, it would likely be limited to one notch. APOLLO ENDOSURGERY: May Issue 1 Mil. Shares Under 2017 Equity Plan ------------------------------------------------------------------ Apollo Endosurgery, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 1,000,000 shares under the Company's 2017 Equity Incentive Plan. The proposed maximum aggregate offering price is $6,590,000. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Company's amended and restated certificate of incorporation provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and the Company's amended and restated bylaws require it to indemnify its directors, officers, employees, and other agents to the maximum extent permitted by the Delaware General Corporation Law. However, Delaware law prohibits the Company's certificate of incorporation from limiting the liability of the Company's directors for the following: * any breach of the director's duty of loyalty to the Company or to its stockholders; * acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; * unlawful payment of dividends or unlawful stock repurchases or redemptions; and * any transaction from which the director derived an improper personal benefit. The Company has entered into agreements to indemnify each of its directors and officers. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. The Company may maintain insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his capacity as such. The Company has obtained director and officer liability insurance to cover liabilities directors and officers may incur in connection with their services to the Company. A full-text copy of the prospectus is available for free at: https://is.gd/4OFGy9 About Apollo Endosurgery, Inc. Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 600 million people globally, as well as other gastrointestinal disorders. Apollo's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries today. Apollo's common stock is traded on NASDAQ Global Market under the symbol "APEN". On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Apollo Endosurgery reported a net loss attributable to common stockholders of $41.16 million on $64.86 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $36.38 million on $67.79 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Apollo Endosurgery had $88.57 million in total assets, $54.10 million in total liabilities and $34.47 million in total stockholders' equity. APPLEWOOD CAFE: Can Use NYS Tax Cash Collateral on Final Basis -------------------------------------------------------------- Judge Michael J. Kaplan of the U.S. Bankruptcy Court for the Western District of New York signed a Final Order authorizing Applewood Cafe, LLC, d/b/a Apple Wood Cafe & Catering, to use cash collateral in which the New York State Department of Taxation and Finance has or claims liens. The Debtor is authorized and permitted to use cash collateral, in the ordinary course of the its business, until such time as: (a) NYS Tax' secured and priority unsecured claims are paid in full; (b) the Debtor confirms a Chapter 11 Plan of Reorganization; (c) a Chapter 11 Trustee is appointed; (d) the Debtor's case if converted or dismissed; or (e) the Court orders otherwise. NYS Tax is granted rollover replacement liens in post-petition assets of the Debtor of the same relative priority and on the same types and kinds of collateral as it possessed prepetition, as the same may ultimately be determined. As additional adequate protection to NYS Tax, the Debtor will make adequate protection payments to NYS Tax totaling $2,000 per month, commencing on June 10, 2017. A full-text copy of the Final Order, dated June 13, 2017, is available at https://is.gd/ps5WwJ About Applewood Cafe Applewood Cafe, LLC, doing business as Apple Wood Cafe & Catering, is a New York corporation which operates a restaurant and a catering service located in Williamsville, New York. Applewood Cafe filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-11049) on May 19, 2017. The petition was signed by Rebecca L. Morgan, Member. The Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. The Debtor is represented by Daniel F. Brown, Esq. at Andreozzi Bluestein LLP. ARMSTRONG ENERGY: Elects to Forgo $11.75M Notes Interest Payment ---------------------------------------------------------------- Armstrong Energy, Inc., elected to forgo an interest payment of $11.75 million, due June 15, 2017, on its 11.75% Senior Secured Notes maturing 2019, according to a Form 8-K report filed with the Securities and Exchange Commission. The Company has elected to forgo payment as it engages in ongoing discussions with certain members of an ad-hoc group of bondholders whose members hold a substantial majority of the Senior Secured Notes. The election to forgo the interest payment does not constitute an event of default as defined under the indenture governing the Senior Secured Notes. Pursuant to the indenture governing the Senior Secured Notes, the Company is afforded a 30-day grace period before an event of default is deemed to have occurred. If the interest payment is not made within 30 days of June 15, 2017, the trustee or holders of at least 25% in principal amount of the outstanding Senior Secured Notes may declare the principal and all accrued and unpaid interest immediately due and payable. The Company believes that the liquidity provided by its current cash position (approximately $58.8 million as of March 31, 2017) will allow it to continue to fund its ongoing operations and to meet all of its current obligations to pay suppliers, employees, vendors and others. The Company is continuing to engage in discussions with its bondholders regarding a restructuring of its capital structure to improve its liquidity. However, the Company gives no assurances that a definitive agreement will be reached to address the Company's liquidity needs. About Armstrong Armstrong Energy, Inc., is a diversified producer of low chlorine, high sulfur thermal coal from the Illinois Basin, with both surface and underground mines. The Company markets its coal primarily to proximate and investment grade electric utility companies as fuel for their steam-powered generators. Based on 2015 production, the Company is the fifth largest producer in the Illinois Basin and the second largest in Western Kentucky. Armstrong reported a net loss of $58.83 million on $253.9 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $162.14 million on $360.90 million of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Armstrong Energy had $334.2 million in total assets, $428.0 million in total liabilities and a total stockholders' deficit of $93.80 million. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred a substantial loss from operations and has a net capital deficit as of and for the year ended Dec. 31, 2016. The Company's operating plan indicates that it will continue to incur losses from operations, and generate negative cash flows from operating activities during the year ended Dec. 31, 2017. These projections and certain liquidity risks raise substantial doubt about the Company's ability to meet its obligations as they become due within one year after March 31, 2017, and continue as a going concern. * * * As reported by the TCR on April 7, 2017, S&P Global Ratings said it lowered its corporate credit rating on Armstrong Energy Inc. to 'CCC-' from 'CCC'. The outlook is negative. "The negative outlook reflects our view that a default, restructuring, or debt exchange is inevitable in the next six months," said S&P Global Ratings credit analyst Vania Dimova. "We anticipate that free operating cash flow will remain negative, which will continue to erode liquidity and increase the risk to a successful restructuring of the senior secured notes." In March 2016, Moody's Investors Service downgraded the ratings of Armstrong Energy, Inc., including its corporate family rating to 'Caa1' from 'B3', probability of default rating (PDR) to 'Caa1-PD' from 'B3-PD', and the rating on the senior secured notes to 'Caa2' from 'B3'. The outlook is negative. ARMSTRONG ENERGY: S&P Cuts CCR to 'CC' on Missed Interest Payment ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit and issue-level ratings on Armstrong Energy Inc. to 'CC' from 'CCC-' and placed the ratings on CreditWatch with negative implications. The recovery rating on the company's senior secured debt remains '4', indicating S&P's expectation of average (30%-50%, rounded estimate: 45%) recovery in the event of a payment default. "The downgrade reflects that Armstrong has elected to forego its June 15, 2017, interest payment on its $195 million 11.75% senior secured notes due December 2019," said S&P Global Ratings credit analyst Vania Dimova. S&P expects to resolve the CreditWatch placement within 30 days, when the grace period expires for its missed interest payment. S&P would lower the ratings to 'D' if the company fails to make the interest payment by July 15, 2017, or if S&P expects the company to reorganize or file for bankruptcy. ARROWHEAD GOLF CLUB: Hearing on Disclosures OK Set for July 13 -------------------------------------------------------------- The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the Western District of New York will hold on July 13, 2017, at 10:00 a.m. the hearing to consider the approval of Arrowhead Golf Club Links, LLC's disclosure statement dated June 5, 2017, referring to the Debtor's Chapter 11 plan. Objections to the Disclosure Statement must be filed by July 10, 2017. Headquartered in Clarence, New York, Arrowhead Golf Club Links, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 14-10024) on Jan. 7, 2014, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Joseph J. Frey, member. Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, Et Al serves as the Debtor's bankruptcy counsel. AUBURN ARMATURE: Taps Harter Secrest as Special Counsel ------------------------------------------------------- Auburn Armature, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to hire Harter Secrest & Emery LLP. The firm will provide legal services to the company, EASA Acquisition I LLC and EASA Acquisition II LLC as "special transactional counsel" and "special conflicts counsel." The hourly rates charged by the firm range from $225 to $325 for associates and $170 to $225 for paralegals. William Hoy IV, Esq., a partner at Harter and the attorney designated to represent the Debtors, will charge $430 per hour. Harter Secrest received a retainer in the amount of $15,000 from the Debtor. Mr. Hoy disclosed in a court filing that his firm has no adverse connection with the Debtors or any of their creditors. The firm can be reached through: William A. Hoy IV, Esq. Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, NY 14604 Phone: 585-232-6500 Fax: 585-232-2152 About Auburn Armature Based in Auburn, New York, Auburn Armature Inc. -- http://www.aainy.com/index.html-- along with affiliates EASA Acquisition I, LLC, and EASA Acquisition II, LLC, operates an electric motor repair service and electrical equipment distribution network in New York including Binghamton, Rochester, Syracuse, Albany, Auburn, and Buffalo. AAI is the sole member of both EASA I and EASA II. All of AAI's outstanding stock is owned by Electrical Supply Acquisition, Inc., which in turn is owned by DeltaPoint Capital IV, LP and DeltaPoint Capital IV (New York), LP. AAI, EASA I and EASA II sought Chapter 11 protection (Bankr. N.D.N.Y. Lead Case No. 17-30743) on May 19, 2017. Geoffrey L. Murphy, president & CEO, signed the petitions. AAI estimated $10 million to $50 million in assets and debt. Judge Margaret M. Cangilos-Ruiz presides over the case. Menter, Rudin & Trivelpiece, P.C., serves as counsel to the Debtors. League Park Advisors is the Debtors' investment banker. On June 1, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. AURORA DIAGNOSTICS: Moody's Considers Notes Exchange as Distressed ------------------------------------------------------------------ Moody's Investors Service considers Aurora Diagnostics Holdings, LLC's debt exchange, which closed on May 25, 2017, to be a distressed exchange, which constitutes a default under Moody's definition. Aurora exchanged $198.1 million of 10.75% senior unsecured notes due 2018 for a like amount of new 12.250% Increasing Rate Senior Notes due 2020 and warrants to purchase common units of the company. There are no changes to any ratings including the Caa3-PD which was appended with the /LD limited default indicator. The /LD indicator signals the distressed exchange of the unsecured notes. RATINGS RATIONALE The /LD will remain for one day and then Moody's will withdraw all ratings on Aurora as there is no longer any rated debt outstanding. Aurora Diagnostics Holdings, LLC, the parent company of Aurora Diagnostics, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. The company generated $284 million of revenue in 2016. The principal methodology used in this rating/analysis was Business and Consumer Service Industry published in October 2016. AVENUE C TENANTS: Exit Loan to Fund Latest Reorganization Plan -------------------------------------------------------------- Avenue C Tenants HDFC on June 8 filed its latest Chapter 11 plan of reorganization that will be funded through exit financing and cash on hand. The company's original plan filed in July last year was premised on converting the HDFC into a housing cooperative, coupled with the sale of two vacant apartments. However, due to the timing of a conversion to a housing cooperative as well as the potential risks involved, the company abandoned this plan and pursued alternative means for reorganization, including exit financing. Upon securing the exit financing, Avenue C Tenants has decided to proceed with the June 8 plan. Under the latest plan, each Class 3 unsecured creditor will receive payment of cash equal to 100% of its allowed claim, with interest at the federal judgment rate, from the exit financing and cash on hand. Creditors will be paid on the effective date of the plan or after their claims are allowed by the court, according to Avenue C Tenants' latest disclosure statement filed on June 8 with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the amended disclosure statement is available for free at https://is.gd/Py1q9V About Avenue C Tenants HDFC Avenue C Tenants HDFC operates a mixed-use property located at 73-75 Avenue C, New York, New York, which consists of 16 affordable, rent-stabilized apartments and two commercial spaces. The property is subject to a foreclosure action initiated by NYCTL 2013-A TRUST and The Bank of New York Mellon as Collateral Agent and Custodian, which claim has been assigned to NYCTL 1998-2 Trust and The Bank of New York Mellon as collateral agent and custodian, the holder of a real estate tax lien against the property. As a result of New York City Department of Housing Preservation and Development's Community Management Program, the Debtor was created as an HDFC and was issued a deed to the Property in 1981. Avenue C Tenants HDFC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-11209) on April 29, 2016. The petition was signed by Herman Hewitt, senior vice-president. The Debtor disclosed assets of $2.04 million and liabilities of $1.28 million. Judge Stuart M. Bernstein presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as counsel to the Debtor. The Debtor hired Donald Damon as its accountant, and Barry Mallin & Associates PC as its special real estate counsel. B&B BACHRACH: Committee Taps FTI as Financial Advisor ----------------------------------------------------- The official committee of unsecured creditors of B&B Bachrach LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a financial advisor. The committee proposes to hire FTI Consulting, Inc. to provide these services in connection with the Debtor's Chapter 11 case: (a) assist in the review of financial-related disclosures required by the court; (b) assist in the preparation of analyses required to assess any proposed debtor-in-possession financing or use of cash collateral; (c) assist in the assessment and monitoring of the Debtor's short-term cash flow, liquidity, and operating results; (d) assist in the review of the Debtor's incentive plans, any proposed key employee retention or other employee benefit programs, if any; (e) assist in the review of the Debtor's analysis of core business assets and the potential disposition or liquidation of non-core assets; (f) assist in the review of the Debtor's cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; (g) assist in the review of the Debtor's identification of potential cost savings; (h) assist in the review and monitoring of any asset sale process; (i) assist in review of any tax issues associated with claims/stock trading, preservation of net operating losses, refunds due to the Debtor, plans of reorganization, and asset sales; (j) assist in the review of the claims reconciliation and estimation process; (k) assist in the review of other financial information prepared by the Debtor; (l) attend meetings and assist in discussions; (m) assist in the review or preparation of information and analysis necessary for the confirmation of a plan; (n) assist in the evaluation and analysis of avoidance actions; (o) assist in the prosecution of committee responses or objections to the Debtor's motions. The hourly rates charged by the firm are: Sr. Managing Directors $840 - $1,050 Directors $630 - $835 Senior Directors $630 - $835 Managing Directors $630 - $835 Consultants $335 - $605 Senior Consultants $335 - $605 Administrative $135 - $265 Paraprofessionals $135 - $265 Associates $135 - $265 Tamara McGrath, senior managing director of FTI, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Tamara D. McGrath FTI Consulting, Inc. 633 W. 5th Street, Suite 1600 Los Angeles, CA 90071-2027 Tel: +1 213 689 1200 Fax: +1 213 689 1220 Email: tamara.mcgrath@fticonsulting.com About B&B Bachrach LLC Founded in 1877, the Bachrach -- http://www.bachrach.com/-- was founded by Henry Bachrach, who opened a single store in Decatur, Illinois, called "Cheap Charley" to serve the growing population of professional gentlemen who were settling in and developing the Midwest at the time. In 1910, the name of the Company was changed to Bachrach when the word "cheap" began to take on connotations beyond merely a bargain. Over the next century Bachrach evolved as a purveyor of fine men's clothing, becoming a brand widely recognizable across not only the Midwest, but throughout the United States. Bachrach promotes its brand as a menswear experience based upon a European fashion aesthetic, superior customer service and an emphasis on lasting customer relationships. B&B Bachrach, LLC dba Bachrach filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-15292), on April 28, 2017, disclosing assets and liabilities ranging from $10 million to $50 million. The petition was signed by by Brian Lipman, managing member. The case is assigned to Judge Neil W. Bason. The Debtor is represented by Brian L Davidoff, Esq., at Greenberg Glusker Fields Claman Machtinger LLP. Solid Asset Solutions LP, serves as the Debtor's liquidation consultant. Grobstein Teeple, LLP has been tapped as financial advisor. On May 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Pachulski Stang Ziehl & Jones LLP as its legal counsel. B&B BACHRACH: Hires Grobstein Teeple as Financial Advisor --------------------------------------------------------- B&B Bachrach, LLC seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Grobstein Teeple, LLP as financial advisor, effective April 28, 2017. The Debtor requires Grobstein Teeple to: (a) review cash flow projections; (b) measure actual cash flow receipts and disbursements against budget and report on variances on a weekly basis; (c) monitor the financial results of liquidation consultant Solid Asset Solutions LLC ("SAS") as it relates to the stores that are in the process of liquidation; (d) review the agreement with SAS to ascertain their compensation bench marks and review of calculations supporting them; (e) review, on a daily basis, all cash disbursements and comparison to budgeted disbursements reporting any discrepancies against budget; (f) review sales by store against budgeted revenues by store; (g) perform analytics on the cash flows of each store pertaining to gross profit, payroll, operating costs etc.; (h) review disbursement calculations of cash available for payment to lender; (i) review vendor payments and compare to vendor agreement terms; (j) coordinate with the professionals representing the Debtor's estate; (k) assist the Debtor, as requested in its negotiations with its landlords and creditors; and (l) prepare, and assist in the preparation of reports required to maintain compliance with the Office of the United States Trustee, the U.S. Bankruptcy Court and other parties in interest. Grobstein Teeple will be paid at these hourly rates: Howard Grobstein $425 Benjamin Howard $350 Brian Lundeen $275 Partners and Directors $300-$425 Consultants $100-$255 Paraprofessionals $100 Grobstein Teeple will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard B. Grobstein, partner of Grobstein Teeple, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Grobstein Teeple can be reached at: Howard B. Grobstein GROBSTEIN TEEPLE, LLP 6300 Canoga Avenue, Ste 1500W Woodland Hills, CA 91367 Tel: (818) 532-1020 About B&B Bachrach LLC Founded in 1877, the Bachrach -- http://www.bachrach.com/-- was founded by Henry Bachrach, who opened a single store in Decatur, Illinois, called "Cheap Charley" to serve the growing population of professional gentlemen who were settling in and developing the Midwest at the time. In 1910, the name of the Company was changed to Bachrach when the word "cheap" began to take on connotations beyond merely a bargain. Over the next century Bachrach evolved as a purveyor of fine men's clothing, becoming a brand widely recognizable across not only the Midwest, but throughout the United States. Bachrach promotes its brand as a menswear experience based upon a European fashion aesthetic, superior customer service and an emphasis on lasting customer relationships. B&B Bachrach, LLC dba Bachrach filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-15292), on April 28, 2017, disclosing assets and liabilities ranging from $10 million to $50 million. The petition was signed by by Brian Lipman, managing member. The case is assigned to Judge Neil W. Bason. The Debtor is represented by Brian L Davidoff, Esq., at Greenberg Glusker Fields Claman Machtinger LLP. Solid Asset Solutions LP, serves as the Debtor's liquidation consultant. Grobstein Teeple, LLP has been tapped as financial advisor. On May 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Pachulski Stang Ziehl & Jones LLP as its legal counsel. BARMER ENTERPRISES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Barmer Enterprises, LLC as of June 14, according to a court docket. About Barmer Enterprises Headquartered in Fort Lauderdale, Florida, Barmer Enterprises, LLC, owns and operates eight retail bicycle stores known as Bike America -- http://www.bikeam.com/-- and located in Pembroke Pines, East Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West Palm Beach. Barmer, which is owned by Gary Mercado and Steven C. Barnes, bought the retail chain in 2014. The first Bike America store opened in 1970 in Boca Raton. Barmer has about 40 employees and its assets include inventory and fixtures. It owns no real estate. Barmer Enterprises filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-16095) on May 15, 2017, estimating assets up to $50,000 and liabilities between $1 million and $10 million. The petition was signed by Gary Mercado, managing member. Judge Raymond B. Ray presides over the case. Susan D. Lasky, Esq., at Susan D Lasky, PA, serves as the Debtor's bankruptcy counsel. BAY HARBOUR: Taps Richard L. Brown as Accountant ------------------------------------------------ Bay Harbour Homes, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. The Debtor proposes to hire Richard L. Brown and Company, P.A. to, among other things, prepare its monthly operating reports and 2016 income tax return, and assist in the preparation of a liquidation analysis, cash flow projections and other items necessary for its bankruptcy plan. Richard Brown and Iris Williams, certified public accountants, will charge an hourly fee of $350 for their services. The firm does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Richard L. Brown Richard L. Brown and Company, P.A. 1810 South Macdill Avenue Tampa, FL 33629 Phone: 813-258-0338 Fax: 813-258-1773 About Bay Harbour Homes LLC 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. The Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. Leon A. Williamson, Jr., Esq., at Leon A. Williamson, Jr., P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. BENJAMIN AND BENT: BB&T to Get $4,897 Per Month for 10Yrs. at 7.75% ------------------------------------------------------------------- Benjamin and Bent Enterprises, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a disclosure statement with respect to the Debtor's modified plan of reorganization dated June 5, 2017. The Class IV claims of Branch Bank & Trust -- totaling $412,573.09 -- will be paid in full in equal monthly installments of $4,897.32, payable according to a 10-year amortization schedule, together with quarterly payments in the amount of $5,000. Payments will start 30 days after the confirmation order is entered by the Court. This claim will bear interest at the rate of 7.75% per annum. This claim is subject to prepayment, in whole or in part, at any time without penalty. Any prepayment will reduce the principal loan balance. This payment obligation to Class IV will be personally guaranteed by L. Robert Benjamin and secured by a replacement lien on all business assets of Debtor, including any and all after-acquired business assets not otherwise pledged to another creditor. Upon Debtor's payment of 36 payments pursuant to the provisions of the Confirmed Plan, BB&T agrees to release and mark "satisfied" its mortgage lien on residential real property located at 1008 William Hilton Parkway Unit A, Hilton Head Island, South Carolina 29928, owned by Carolyn Benjamin, and recorded in the Office of the Clerk of Court for Beaufort County, South Carolina in Book 2720 at Page 1916, on or about June 6, 2008. Class IV is impaired. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/scb16-05349-102.pdf As reported by the Troubled Company Reporter on June 5, 2017, the Debtor filed with the Court its first amended disclosure statement with respect to the Debtor's first amended plan of reorganization dated May 22, 2017. The Debtor proposed a distribution to Class VI unsecured creditors in an amount equal to a pro rata share of 10% of the aggregate of the Class IV claims, payable either in a lump sum on the Effective Date if the Class votes to accept the Plan, or in monthly payments with 5.25% interest over 120 months. About Benjamin and Bent Enterprises Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring was incorporated in 2002 by its current owner and president, L. Robert Benjamin. Mr. Benjamin, joined by his daughters and son-in-law, opened Benjamin and Bent Enterprises, LLC, and started doing business as Rick Bent Flooring, Inc. The name RBF was chosen because Rick Bent, Mr. Benjamin's son-in-law had been doing business as a floor contractor under the trade name for several years, and had developed both a good reputation in the area and a growing book of customer and contractor contacts. The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on Oct. 25, 2016. The petition was signed by Louis Benjamin, president. The case is assigned to Judge John E. Waites. The Debtor's counsel is Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The petition was signed by Louis Benjamin, president. BENJAMIN AND BENT: Plan Outline Okayed, Plan Hearing on July 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina will consider approval of the Chapter 11 plan of reorganization for Benjamin and Bent Enterprises, LLC at a hearing on July 19. The hearing will be held at 10:30 a.m., at the King & Queen Building, Room 225, 145 King Street, Charleston, South Carolina. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on June 6. The order set a July 12 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. About Benjamin and Bent Enterprises Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring was incorporated in 2002 by its current owner and president, L. Robert Benjamin. Mr. Benjamin, joined by his daughters and son-in-law, opened Benjamin and Bent Enterprises, LLC, and started doing business as Rick Bent Flooring, Inc. The name RBF was chosen because Rick Bent, Mr. Benjamin's son-in-law had been doing business as a floor contractor under the trade name for several years, and had developed both a good reputation in the area and a growing book of customer and contractor contacts. The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on Oct. 25, 2016. The petition was signed by Louis Benjamin, president. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge John E. Waites. The Debtor's counsel is Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C. The Debtor hired Robert Kittrell, PC, as its accountant. On June 5, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. BING ENERGY: Disclosure Statement Hearing Set for July 20 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida is set to hold a hearing on July 20, at 1:30 p.m., to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan for Bing Energy International, Inc. and Bing Energy International, LLC. The hearing will take place at 110 E. Park Avenue, Second Floor Courtroom, Tallahassee, Florida. Objections are due by July 13. About Bing Energy International Bing Energy International, LLC and Bing Energy International, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Fla. Lead Case No. 16-40323) on July 7, 2016. The petition was signed by Dean R. Minardi, chief executive officer. The case is assigned to Judge Karen K. Specie. At the time of the filing, Bing Energy International, LLC estimated its assets at $1 million to $10 million and debts at $500,000 to $1 million. Bing Energy International, Inc. estimated its assets at $1 million to $10 million and debts at $100,000 to $500,000. On August 10, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. On June 7, 2017, the Debtors filed a Chapter 11 plan and disclosure statement. BISHOP GORMAN: Taps FTI Consulting as Financial Advisor ------------------------------------------------------- Bishop Gorman Development Corporation seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire a financial advisor. The Debtor proposes to hire FTI Consulting Inc. to provide these services: (a) conduct an appraisal of the leased fee interest in approximately 52.16 acres improved with the Bishop Gorman High School in Summerlin, Nevada; (b) assist in the preparation of financial-related disclosures required by the court; (c) assist in the preparation of analyses required to assess any proposed debtor-in-possession financing; (d) assist in the identification and implementation of short- term cash management procedures; (e) assist in identifying the Debtor's core business assets and the disposition or liquidation of its assets; (f) assist in identifying executor contracts and leases, and conduct cost/benefit evaluations; (g) assist in the evaluation of the present level of operations and identification of areas of potential cost savings; (h) assist in the preparation of financial information; (i) attend meetings and assist in discussions; (j) analyze avoidance actions and claims of creditors; (k) assist in the preparation of information and analysis necessary for the confirmation of a bankruptcy plan; and (l) provide litigation advisory services related to accounting and tax matters. The hourly rates charged by the firm are: Sr. Managing Directors $750 - $1,050 Directors $630 - $835 Senior Directors $630 - $835 Managing Directors $630 - $835 Consultants $335 - $605 Senior Consultants $335 - $605 Administrative $135 - $265 Paraprofessionals $135 - $265 FTI is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael A. Tucker FTI Consulting, Inc. Two North Central Avenue, Suite 1200 One Renaissance Square Phoenix, AZ 85004-4563 Tel: +1 602-744-7100 Fax: +1 602-744-7110 Email: michael.tucker@fticonsulting.com About Bishop Gorman Development Corporation Bishop Gorman Development Corporation is a charitable organization with its principal assets located at 5959 S. Hualapai Way, Las Vegas, Nevada. Bishop Gorman Development filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-11942) on April 17, 2017, estimating assets and liabilities between $100 million and $500 million each. Deacon Aruna Silva, executive director, signed the petition. Judge August B. Landis presides over the case. Brett A. Axelrod, Esq., at Fox Rothschild LLP, serves as the Debtor's bankruptcy counsel. The Debtor hired Greenberg Traurig, LLP, as its special litigation counsel, and Wallace Neumann & Verville, LLP as its accountant. BLANKENSHIP FARMS: FCMA Seeks to Bar Access to Cash Collateral -------------------------------------------------------------- Farm Credit Mid-America, FLCA, asks the U.S. Bankruptcy Court for the Western District of Tennessee to order Blankenship Farms, LP, through its duly appointed trustee, to cease the use of cash collateral and to segregate and account for any cash collateral in the Trustee's possession and other property. Farm Credit is a secured creditor by virtue of four Promissory Notes, secured by, among other things, (a) all livestock and poultry, all equipment, all spare parts and special tools for such equipment, and all fixtures; (b) all crops; (c) all feed, seed, fertilizer, insecticides, herbicides and all other agricultural chemicals and supplies; (d) all grain handling facilities and equipment and similar equipment hereafter acquired; and (e) Deeds of Trust covering the properties commonly known as the Duke Farm; Reeves Farm; Wilkins Farm; Derryberry Farm; Keeton Farm; Keymon Farm; Belton Farm; and Gabbard Farm. Farm Credit believes that the Chapter 11 Trustee, Marianna Williams, has leased the farms which are subject to its lien for the 2017 crop year. Further, Farm Credit alleges that the Debtor is not able to reorganize such that the Trustee is unable to provide adequate protection to Farm Credit for the use of its cash collateral. About Blankenship Farms Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crop and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating assets and liabilities between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of Debtor. The case is assigned to Judge Jimmy L. Croom. Robert Campbell Hillyer, Esq., at Butler Snow LLP, served as counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC, served as farm equipment appraiser, and Brasher Accounting was the accountant. Marianna Williams was appointed as Trustee in the case on March 9, 2017. The Trustee retained Baker Donelson Bearman Caldwell & Berkowitz, PC, as legal counsel. The Trustee also tapped Evans Real Estate as real estate agent and Marvin E. Alexander and Alexander Auction & Real Estate Sales as auctioneer. BLEACHER CREATURES: $300K Sale of Assets to Arrow Entity Okayed --------------------------------------------------------------- Judge Jean K. Fitzsimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Bleacher Creatures, LLC's asset purchase agreement with Bleacher Acquisition, LLC, in connection with the sale of all of its right, title, and interest in and to its assets required to operate and support its business for $300,000 in the form of a credit bid of the DIP Facility, plus the assumption of the assumed liabilities. The buyer, Bleacher Acquisition, LLC, is an entity formed by a current investor and member of the Debtor's board, Arrow Promotional Group, LLC. Arrow asked that the Debtor's current President, Matthew S. Hoffman, participate as an equity holder in the Stalking Horse and serve as an executive of the post-bankruptcy acquiring entity, should the stalking horse's offer prevail as the highest and best offer for the Debtor's. A copy of the Sale Order and APA is available for free at: http://bankrupt.com/misc/Bleacher_Creatures_104_Order.pdf About Bleacher Creatures Bleacher Creatures, LLC -- https://www.bleachercreatures.com/ -- produces a variety of children's toys and fan enthusiast products through partnerships with professional sports leagues and entertainment companies. Bleacher Creatures are true-to-life plush figures of the greatest athletes and entertainment icons, allowing young fans (those who are young at heart) to put their passion in play. Bleacher Creatures sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 17-13162) on May 2, 2017. Matthew S. Hoffman, president, signed the petition. The Debtor disclosed assets at $1.57 million and liabilities at $1.88 million as of March 31, 2017. Judge Jean K. FitzSimon is assigned to the case. The Debtor tapped Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Arnoff LLP, as counsel. The Debtor engaged Gregory Weinberg of GMW Organization, LLC ("GMW") as its investment banker. BLUE EARTH: Kendall Can Claim Additional $42,000, Court Says ------------------------------------------------------------ Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California made a decision granting Donald R. Kendall' s motion for partial reconsideration of Order Allowing Claim No. 64 in Part. Following the hearing on Kendall's motion for summary judgment and on the cross-motion for summary judgment filed by reorganized debtor Blue Earth, Inc., the Court entered an order on April 19, 2017, allowing in part and disallowing in part Claim No. 64 filed by Donald R. Kendall, Jr. The Court denied Kendall's motion for summary judgment, and granted Debtor's cross-motion, and reduced the Claim from $818,799.62 to $228,076.62. In his initial response to the claim objection, Kendall contended that Debtor was required to pay him certain business expenses reflected on Schedule B to his employment agreement, including the reimbursement of his health insurance premiums. "The Business Expenses also include Mr. Kendall's health insurance premium. Mr. Kendall is a cancer survivor. In January 2014, Mr. Kendall was undergoing cancer treatment. To avoid the risk of any interruption in his treatment, Mr. Kendall and Blue Earth agreed that Mr. Kendall would not join Blue Earth's group insurance policy and that Blue Earth would instead pay Mr. Kendall's health insurance premium. As the Debtor acknowledged in its cross motion for summary judgment, Section 4 of the employment agreement "contains a section entitled "(c) Benefits" which is a completely separate section from Section 4 "(d) Business Expenses." Benefits falling within Section 4(c) continued after termination without cause, while business expenses falling within Section 4(d) did not. The Court agreed with the Debtor that it had no obligation to reimburse Section 4(c) Business Expenses incurred after Kendall's termination and therefore disallowed the portion of the Claim for post-termination expenses identified on Schedule B of his employment agreement. Among the disallowed Schedule B expenses was the obligation to reimburse Kendall for his health insurance premiums. Kendall seeks reconsideration of only that portion of the order disallowing that particular expense, contending that he is entitled under Section 4(c) to reimbursement of the health insurance premiums that he paid for twelve months following his termination date (which was one week prior to the petition date). On May 3, 2017, Kendall filed a motion for partial reconsideration of the Order, contending that he is entitled to "one year's worth of health benefits" in the amount of $42,000 in addition to the other components of the Claim that had been allowed. In its opposition to Kendall's Motion for Partial Reconsideration, the Debtor argued that: (1) Kendall should be precluded from asserting a ground for reconsideration that could have been asserted in support of his motion for summary judgment on the Claim and is inconsistent with a theory advanced in his opposition to Debtor's cross-motion; and (2) the health insurance reimbursement did not constitute a "welfare benefit" under the governing employment agreement. The Court rejected the Debtor's contention that Kendall is precluded from seeking modification of the Order because he did not articulate the precise argument that he is making now. Kendall did assert initially that his claim for post-termination reimbursement of health insurance costs were allowable. While Kendall may be emphasizing somewhat different, yet cognizable, grounds for such allowance, the Court said that the Debtor cannot claim surprise or prejudice by Kendall's request. The Court pointed out that Section 7 of the Employment Agreement provides that if the Company terminates Kendall's employment without cause, it shall pay "all benefits set forth in Section 4, inclusive of, but not limited to Pension Benefits, Welfare Benefits and Other Benefits." As such, the Court held that the obligation to reimburse Kendall for his health insurance premiums constitutes a Welfare Benefit falling within the ambit of section 4(c) of the Employment Agreement, which defines "Welfare Benefits" to which executives were entitled. More specifically, the last sentence of section 4(c) includes the reimbursement of costs associated with "certain employee benefit plans, including health insurance, that will continue to cover [Kendall] for a period of time following the Effective Date, which shall be mutually agreed to by the parties and set forth on Schedule B." In addition, the Court determined that the Parties have agreed to a list of expenses in a separate document also identified as Schedule B -- this document includes a monthly cost of $3,500 for health insurance as Kendall had to stay on his prior plan (instead of using Debtor's group insurance) because of his pre-existing cancer condition. The Court determined that this benefit falls squarely within the last sentence of Section 4(c), and thus is Welfare Benefit. Given that the health insurance reimbursement cost is incorporated as a Welfare Benefit by the last sentence of Section 4(c), the Court concluded that Kendall is entitled under section 502(b)(7) to a unsecured claim in the amount of $42,000 ($3,500 x 12) for one year of those benefits. Accordingly, the Court concluded that modifying the Order -- to allow Kendall to recover an additional $42,000 on the Claim -- to make it consistent with the language of the underlying and governing agreement between the parties adheres to the broad grounds for reconsideration of claims set forth in Bankruptcy Code. A full-text copy of the Judge Montali's June 2, 2017 Memorandum Decision is available at https://is.gd/HsXar7 from Leagle.com. Blue Earth, Inc., Debtor, represented by Debra I. Grassgreen, Pachulski, Stang, Ziehl, and Jones LLP, John William Lucas, Pachulski Stang Ziehl and Jones LLP, Elliot Lutzker, Davidoff Hutcher & Citron LLP, Malhar Pagay, Pachulski, Stang, Ziehl, Young and Jones, Jason Rosell, Pachuiski Stang Ziehi & Jones LLP & Paul M. Rosenblatt, Kilpatrick Townsend & Stockton LLP. Office of the U.S. Trustee / SF, U.S. Trustee, represented by Lynette C. Kelly, Office of the United States Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by: Donald W. Fitzgerald, Esq. Thomas A. Willoughby, Esq. Felderstein, Fitzgerald et al. 400 Capitol Mall, Suite 1750 Sacramento CA 95814 Tel: (916) 329-7400 H. Troy Romero, Esq. Romero Park P.S. Rancho Bernardo Courtyard 16935 West Bernardo Drive, Suite 260 San Diego, CA 92127 Phone: (858) 592-0065 Fax: (425) 450-0728 Email: tromero@romeropark.com About Blue Earth Blue Earth, Inc., and its subsidiaries are comprehensive providers of alternative/renewable energy solutions for small and medium-sized commercial and industrial facilities. Blue Earth builds, manages, owns and operates independent power generation and management systems geared towards helping commercial and industrial building owners save energy and money, and reduce their carbon footprint. Blue Earth, Inc., and Blue Earth Tech, Inc., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Calif., Case Nos. 16-30296 and 16-30297) on March 21, 2016. The petitions were signed by Robert G. Powell as CEO. The Debtors' other subsidiaries are not included in the filing. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel. Eos Capital Advisors LLC and Ice Glen Associates, LLC act as valuators of the Debtors' assets. Kurtzman Carson Consultants LLC represents the Debtors as claims and noticing agent. A 2-member panel has been appointed to serve as the Official Committee of Unsecured Creditors in the case. Judge Dennis Montali has been assigned the cases. BLUE SPHERE: Brightman Almagor Zohar Casts Going Concern Doubt -------------------------------------------------------------- Blue Sphere Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K/A, disclosing a net loss of $1.80 million on $588,000 of revenue for the year ended December 31, 2016, compared with net loss of $7.46 million on $nil of revenue for the year ended September 30, 2015. For the three months ended December 31, 2015, the Company listed a net loss of $1.29 million on $nil of revenue. Brightman Almagor Zohar & Co. in Tel Aviv, Israel, states that the Company has incurred recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. At December 31, 2016, the Company had total assets of $16.52 million, total liabilities of $18.74 million, and $2.22 million in total stockholders' deficit. A full-text copy of the Form 10-K/A is available at: http://bit.ly/2rJ2auQ Blue Sphere Corporation is an international Independent Power Producer ("IPP") that is active in the global clean energy production and waste-to-energy markets. The Charlotte, North Carolina-based Company is currently focusing on projects related to the construction, acquisition or development of biogas facilities in the United States, Italy, the Netherlands, the United Kingdom and Israel. BRISTLECONE INC: Selling Personal Properties -------------------------------------------- Bristlecone, Inc., doing business as Bristlecone Holdings, and its debtor-affiliates, ask the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of first group of personal property to Gas Hole, LLC, for $150,000, subject to overbid; and second group of personal property to any successful buyer to be identified prior to or at the hearing on the Motion. A hearing on the Motion is set for July 12, 2017 at 2:00 p.m. The primary assets of the eight Debtor Entities, calculated as of the Petition Date are: a. Bristlecone, Inc., doing business as Bristlecone Holdings, has bank accounts with a total balance of $152,188; $0 accounts receivable; investments consisting of 100% member's interest in BoonFi, LLC, value unknown; 100% member's interest in Bristlecone Lending, LLC, value unknown; 100% member's interest in Bristlecone SPV I, LLC, value unknown; 100% member's interest in I Do Lending, LLC, value unknown; 100% member's interest in Medly, LLC, value unknown; and 100% member's interest in One Road Lending, LLC, value unknown; 100% member's interest in Wags Lending, LLC, value unknown. Bristlecone has office furniture, fixtures and equipment valued at $119,610 (fair market value estimate); office equipment, and other office equipment valued at $6,250, leasehold improvements with a value $0, and intangibles and intellectual property; miscellaneous goodwill, values unknown; the medical/hearing aid, furniture, auto, bridal, and pet industry relationships, values unknown; Barkify.Dog trademark and intellectual property, values unknown; and all the non-competes from the employment contracts for all existing employees, values unknown. Additionally, causes of action against third parties, including but not limited to, potential causes of action for intentional interference with contractual relations against Nextep Funding, LLC; Nextep Finance, LLC; and Pinogy Retail Services, LLC. Also, Bristlecone has secured claims in the amount of $0, and $3,404,036 in general unsecured debts. b. BoonFi, LLC has bank accounts with a total balance of $3,533; accounts receivable in the amount of $47,417. Additionally, BoonFi has third party causes of action, including but not limited to, potential causes of action for intentional interference with contractual relations against Nextep Funding; Nextep Finance; and Pinogy Retail Services, values unknown; and potential causes of action for breach of contract against Nextep Funding; Nextep Finance; Sam Paul; and Brian Davis. Also, BoonFi has a secured claim owing to Monterey Financial Services, Inc., arising from certain lease contracts, values unknown. It has general unsecured claims totaling $3,495, with priority unsecured claims totaling $3,860. c. Bristlecone Lending, LLC has bank accounts with a total balance of $41,973; accounts receivable total $1,365,942. Additionally, Lending has third party causes of action, including but not limited to, potential causes of action for intentional interference with contractual relations against Nextep Funding; Nextep Finance; Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty Wunderlich, values unknown; and potential causes of action for breach of contract against Nextep Funding; Nextep Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs, Matthew Hack, Doug Harding, LBC Origination, Inc., and Nick Brewer, values unknown. Lending has general unsecured claims totaling $17,570. It has a secured claim owing to Monterey Financial Services, arising from certain lease contracts, values unknown. d. Bristlecone SPV I, LLC has bank accounts with a total balance of $493; SPV has segregated funds held by FRS BC as assignee to Princeton Alternative Income Fund in an unknown financial institution in the amount of $1,183,160; accounts receivable in the amount of $6,573,036. Additionally, SPV has third party causes of action, including but not limited to, potential causes of action for intentional interference with contractual relations against Nextep Funding; Nextep Finance; Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty Wunderlich, value unknown; and potential causes of action for breach of contract against Nextep Funding; Nextep Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs, Matthew Hack, Doug Harding, LBC Origination, and Nick Brewer, values unknown. Also, SPV's secured claim owing, including but not limited to, secured claim owing to Monterey Financial Services, arising from certain lease contracts, values unknown; and a secured claim owing to Westminster National Capital Co. in the amount of $10,549,306, secured by Wells Fargo Bank checking account ending in 2757; a secured claim owing to Westminster National Capital secured by Wells Fargo Bank checking account ending in 2732, value unknown. SPV has $0 owing to general unsecured creditors, with an unknown general unsecured claim owing to Monterey Financial Services. e. I Do Lending, LLC has bank accounts with a total balance of $45,015; accounts receivable are $721,121. Additionally, I Do has third party causes of action, including but not limited to potential causes of action for intentional interference with contractual relations against Nextep Funding; Nextep Finance; Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty Wunderlich, values unknown; and potential causes of action for breach of contract against Nextep Funding; Nextep Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs, Matthew Hack, Doug Harding, LBC Origination, Inc., and Nick Brewer, values unknown. Also, I Do has a secured claim owing to Monterey Financial Services, arising from certain lease contracts, values unknown. It has general unsecured claims owing in the amount of $9,158. f. Medly, LLC has third party causes of action, including but not limited to potential causes of action for intentional interference with contractual relations against Nextep Funding; Nextep Finance; Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty Wunderlich, values unknown; and potential causes of action for breach of contract against Nextep Funding; Nextep Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs, Matthew Hack, Doug Harding, LBC Origination, and Nick Brewer, values unknown. Medly has a secured claim owing to Monterey Financial Services, arising from certain lease contracts, values unknown, and general unsecured claims totaling $0. g. One Road Lending, LLC has bank accounts with a total balance of $43,482; accounts receivable is $2,100,134. Additionally, One Road has third party causes of action, including but not limited to, potential causes of action for intentional interference with contractual relations against Nextep funding; Nextep Finance; Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty Wunderlich, values unknown; and potential causes of action for breach of contract against Nextep Funding; Nextep Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs, Matthew Hack, Doug Harding, LBC Origination, and Nick Brewer, values unknown. Also, One Road has a secured claim owing to Monterey Financial Services, arising from certain lease contracts, values unknown. It has general secured claims owing in the amount of $33,512. h. Wags Lending, LLC has bank accounts with a total balance of $169,283; accounts receivable is $7,227,559. Additionally, Wags has third party causes of action, including but not limited to, potential causes of action for intentional interference with contractual relations against Nextep Funding; Nextep Finance, LLC; Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty Wunderlich, values unknown; and potential causes of action for breach of contract against Nextep Funding; Nextep Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs, Matthew Hack, Doug Harding, LBC Origination, and Nick Brewer, values unknown. Wags has general unsecured liabilities owing in the amount of $147,759, with a secured claim owing to Monterey Financial Services, arising from certain lease contracts, values unknown. The secured and general unsecured claims that have been obligated to by the eight Debtor Entities as of the Petition Date: a. Monterey Financial Services, Inc. Receivables Purchase Agreement dated Jan. 13, 2014, with Wags, and a Receivables Purchase Agreement dated May 20, 2015, with Wags. The estimated total amount owing is $2,103,511, including the secured claims. A UCC-1 was filed on Feb. 20, 2014, in favor of Monterey Financial Services, against collateral consisting largely of all the assets of Wags Lending. Additionally, Monterey Receivables Funding has a filed UCC-1 dated Feb. 20, 2014, secured against certain collateral of Wags, including all accounts, accounts receivables, chattel paper, contract rights, rights to payment, letters of credit, documents and proceeds. b. A UCC-1 was filed on Feb. 20, 2014, by Monterey Financial Services Inc. Profit Sharing Plan And Trust, secured against certain assets of Wags Lending, including all accounts, accounts receivables, chattel paper, contract rights, rights to payment, letters of credit, documents and proceeds. c. Monterey Financial Services has a UCC-1 secured with respect to assets of Bristlecone Financing, tiled on June 23, 2014, including all accounts, accounts receivables, chattel paper, contract rights, rights to payment, letters of credit, documents, and proceeds. d. Monterey Financial Services, Inc. Profit Sharing Plan and Trust has a filed UCC-1 secured against certain assets of Bristlecone Financing, including all accounts, accounts receivables, chattel paper, contract rights, rights to payment, letters of credit, documents and proceeds. e. Monterey Receivables Funding, has a filed UCC-1 dated June 23, 2014, seeming certain assets of Bristlecone Financing, including all accounts, accounts receivables, chattel paper, contract rights, rights to payment, letters of credit, documents and proceeds. f. Strategic Funding, Inc. had a secured claim with respect to Bristlecone Holdings and Wags Lending secured by a UCC-1 filed on March 16, 2015, secured against certain assets, including all accounts, accounts receivables, chattel paper, contract rights, rights to payment, letters of credit, documents and proceeds. Without taking a position as to whether the Strategic Funding claim has been paid in full, Westminster National Capital purports to hold an assignment from Strategic Funding, tiled on Dec. 3, 2015. The Debtors assert that this secured claim has been paid in full. g. Westminster National Capital has a filed UCC-1 dated Nov. 14, 2015, in favor of Wags and Wags Lending, including all accounts, accounts receivables, chattel paper, contract rights, rights to payment, letters of credit, documents and proceeds. The estimated amount owing is $10,895,564, with an estimated general unsecured claim deficiency of $2,500,000 to $3,500,000. The Debtors' assets that will be sold in two groups are: a. Group #1 Assets: Gas Hole, LLC, a Nevada limited liability company, or assignee, will purchase the described personal property assets for the sum of $150,000: Certain office equipment, Intangibles and intellectual property, the medical/hearing aid, furniture, auto and bridal industry relationships; Barkify.Dog trademark and intellectual property; all the non-competes from the employment contracts for all existing employees, and all potential civil claims against third parties listed in the Schedules of Assets and Liabilities, as may be amended, filed with the Court. b. Group #2 Assets: Additionally, a purchaser to be identified prior to or at the sale hearing will purchase the following described personal property assets: Intangibles and intellectual property consisting of miscellaneous goodwill with respect to the pet industry relationships; and all point of sale relationships with respect to the pet leases. The total value of Group #2 Assets is estimated at $250,000 to $500,000. The Debtors will allow interested bidders the opportunity to purchase the Assets at the duly noticed sale hearing based upon the bidding procedures. The salient terms of the bidding procedures are: a. Minimum Opening Bid: Interested bidders for Group #1 Assets will be required to submit a minimum opening bid of $155,000 to successfully commence an overbid process above the current offer of $150,000 by Gas Hole. The minimum opening bid for the Group #2 Assets will be $250,000. b. Escrow Deposit: The winning bidder for each group of Assets will be required to deposit with cashier's check or bank wire with the Harris Law Practice, LLC Client Trust Account the $100,000 within 24 hours after the hearing on the Motion, which deposit is deemed non-refundable and forfeited to the Debtors in the event the successful bidder fails to timely close for any reason; c. Proof of Funds: At the hearing, any interested bidders must be able to provide adequate proof to the Debtors and Bankruptcy Court of the ability to fund the escrow deposit and pay the final purchase price within three business days of the hearing; d. Minimum bidding increments: The minimum bidding increments will consist of no less than $5,000; e. Close of Escrow: Any successful overbidder must be able to close escrow within three business days from the date of hearing on the Motion. f. Credit Bidding: No credit bids will be allowed. The Debtors believe that the proposed sale and bidding procedures will promote active bidding from seriously interested parties and will dispel any doubt as to the best and highest offer reasonably available for the Assets. The Debtors are all currently operating as a going concern. However, secured creditors Monterey Financial Services, Monterey Financial Services, Inc. Profit Sharing Plan and Trust, Monterey Receivables Funding, and FRS BC as assignee of Westminster National Capital, are all claiming cash collateral interests in most of the revenue derived from the Debtors' lease contracts. To date, the Debtors have not been able to obtain consent of any of the secured creditors for the use of cash collateral. Based on ongoing operating expenses, the Debtors will most likely run out of cash in about four weeks from now. As a result of the nature of the Debtors' assets that are being sold herein, they can only maximize the value of their assets if they are still operating as a going concern when the assets are sold. In light of the imminent danger the Debtors are facing in running out of cash to continue operations, it is the Debtors' best business judgment that the assets be sold at this time in the manner proposed. The Debtors do not believe that any of the assets being sold are encumbered by any secured creditor. Any claims by the Monterey entities and FRS BC/Westminster are secured by certain designated lease contracts, and not by any of the personal property assets being sold at this time. The Debtors ask authority to sell and transfer their rights, interests and title in the Assets to the success buyer(s) free and clear of all liens, claims, encumbrances, and interests. The proposed bidding procedures and the timeline for the hearing on the Motion, balance the due process protections of the Bankruptcy Code with the reality of the Debtors' financial situation and their need to quickly maximize and realize the value of the Assets. As a result, the Debtors ask the Court to waive the 14-day stay under Bankruptcy Rule 6004(h) so they act in accordance with the Bidding Procedures as expeditiously as possible. About Bristlecone, Inc. Bristlecone, Inc. -- http://bristleconeholdings.com/-- develops financial technologies to help businesses evaluate consumer creditworthiness. The Debtor uses the software to look at leading indicators, such as bank accounts, social data, and public records to develop algorithms to make decisions before lending money. It develops software to lend directly to consumers and small businesses. The Debtor was founded in 2013 and is headquartered in Reno, Nevada. The Debtor and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 17-50472 to 17-50476 and 17-50478 to 17-50480) on April 18, 2017. The petitions were signed by Brandon Kyle Ferguson, president and CEO The seven affiliates are Boonfi LLC, Bristlecone Lending LLC, Bristolecone SPV I LLC, I Do Lending LLC, Medly LLC, One Road Lending LLC and Wags Lending LLC. At the time of the filing, Bristlecone, Inc. estimated its assets and liabilities at $10 million to $50 million. . The Debtors' cases are assigned to Judge Bruce T. Beesley. BRYANTS DRVETRAIN: Needs Access to Wells Fargo Cash Collateral -------------------------------------------------------------- Bryants Drivetrain of Ocala LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida, to use the cash collateral in which Wells Fargo Bank N.A. holds a security interest. Wells Fargo is owed $348,627, and holds a mortgage on the real property located at 6050 SW 58 Terrace, Ocala, Marion County, Florida. The mortgage contains an assignment of rents. Accordingly, Wells Fargo’s lien on cash collateral extends only to the rents generated by the Business Property. The Marion County Property Appraiser values the Business Property at $250,402. The Debtor will offer adequate protection to Wells Fargo as follows: (a) A post petition replacement lien to the same extent and duration as existed on the petition date; (b) Insurance for the property as required by the underlying loan documents; and (c) Monthly adequate protection payments in the amount of $3,000. The Debtor intends to use amounts budgeted for administrative expenses only for bank charges and payment of fees to the U.S. Trustee unless the Court authorizes payment of an administrative expense. The cash collateral budget reflects total monthly expenses of $4,500. A full-text copy of the Debtor's Motion, dated June 13, 2017, is available at https://is.gd/6NbKMP About Bryants Drivetrain Bryants Drivetrain of Ocala LLC is a limited liability company. Homer C. Bryant, Jr. is the manager and sole member. Bryants Drivetrain of Ocala owns the property located at 6050 SW 58th Terrace, Ocala, Marion County, Florida. The property is being used by Bryant's Drivetrain Specialist, Inc. and Bryant's Transport LLC. Bryants Drivetrain of Ocala filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-02169) on June 13, 2017. The Debtor is represented by: Richard A. Perry, Esq. RICHARD A. PERRY, P.A. 820 East Fort King Street Ocala, Florida 34471-2320 Phone: 352-732-2299 E-mail: richard@rapocala.com CARL MERKLE: Sale of San Antonio Property for $1.3M Approved ------------------------------------------------------------ Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Southern District of Texas authorized Carl N. Merkle's sale of land located at 4535 Schertz Road, San Antonio, Texas, NCB 12517, 551 E8, Lot 3 and 18, Blk. 7, Bexar County, Texas, to Ron Seay and Jeff Chapparo for $1,325,000. The Real Property is transferred to Hero's Village, LLC "as is, where is" with all faults, and free and clear of all Interests of any kind, with all such Interests attaching to the proceeds of sale. All tenant leases in place at the time of closing will remain in full force and effect against the Real Property. Liens in favor of the ad valorem taxing authorities for amounts attributable to the year in which the sale occurs will remain against the Real Property until paid. The ad valorem tax lien pertaining to the Real Property will attach to the sales proceeds and the Debtor (or the Escrow Agent acting on behalf of the Debtor) will pay all ad valorem tax debt owed incident to the Real Property immediately upon closing and prior to any disbursement of proceeds to any other person or entity. The Debtor (or the Escrow Agent acting on behalf of the Debtor) is authorized and directed to immediately, after payment of the ad valorem taxes due, disburse such proceeds as are necessary to satisfy the stated claims of Capital Crossings, Bexar County, The Smeberg Law Firm and the costs of closing. The Debtor (or the Escrow Agent acting on behalf of the Debtor) will pay to Capital Crossing Servicing Co., LLC and/or Pilgrim REO, LLC the stated lien claim payoff total of $967,679, being the combined payoff as of May 31, 2017 and for everyday thereafter, an additional sum per day of $143 representing per diem interest. The Debtor (or the Escrow Agent acting on behalf of the Debtor) will pay to The Smeberg Law Firm the stated Administrative Expenses of $15,000. The Escrow Agent will retain funds payable to Janie Merkle or submit them to the Court Registry for the stated lien claim payoff total of $184,143 pending the determination of the Debtor's Objection to Proof of Claim hearing scheduled for June 20, 2017. The Order does not confirm or validate the amount of Capital Crossing Servicing and/or Pilgrim REO's stated lien claim. All other funds received resulting from the sale; net of the costs of sale as provided in the Contract, will be held by the Escrow Agent or submitted to the Court Registry until further order of the Court. Notwithstanding any provision in the Order to the contrary, the ad valorem taxes for year 2017 pertaining to the Real Property will be prorated in accordance with the Purchase Agreement and will become the responsibility of Hero's and the 2017 ad valorem tax lien will be retained against the Real Property until such taxes are paid in full. Notwithstanding the provisions of the Bankruptcy Rule 6004 or any applicable provisions of the Local Rules, the Order will not be stayed for 14 days after its entry, but will be effective and enforceable immediately upon entry. About Carl Merkle Carl N. Merkle is a licensed CPA who presently works in the Non-profit affordable housing industry as an assistant controller. In addition to his accounting work, the Debtor owns and operates Northeast Village Apartments, which is the driving force behind his Chapter 11 case. The Debtor's only residence is the Northeast Village Apartments and he has resided there since April 2012. Carl N. Merkle filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 16-50026) on Jan. 4, 2016. Ronald J. Smeberg, Esq., of The Smeberg Law Firm, PLLC, represents the Debtor. CDR STRAINERS: Plan Outline Okayed, Plan Hearing on June 28 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas will consider approval of the Chapter 11 plan of reorganization for CDR Strainers & Filters, Inc. at a hearing on June 28. The hearing will be held at 11:30 a.m., at Courtroom 403. The bankruptcy court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on June 8. The order set a June 26 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. About CDR Strainers & Filters Inc. CDR Strainers & Filters, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31997) on April 18, 2016. The petition was signed by Blanca Croson, president. The Debtor estimated assets of less than $50,000 and liabilities of less than $1 million at the time of the filing. The Debtor is represented by Susan Tran, Esq., at Corral Tran Singh LLP. No official committee of unsecured creditors has been appointed in the case. On June 7, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. CHANNEL TECHNOLOGIES: AGI Appointed to Committee ------------------------------------------------ The Office of the U.S. Trustee on June 14 announced the appointment of Advanced GeoEnvironmental, Inc., to the official committee of unsecured creditors in the Chapter 11 case of Channel Technologies Group, LLC. The bankruptcy watchdog also announced that The Water Store and Carlton Electrical Construction, Inc. resigned from the committee. The committee is now composed of: (1) Advanced GeoEnvironmental, Inc. Attn: Robert Marty, President 837 Shaw Road Stockton, California 95215 Phone: 800-511-9100 Fax: 888-445-8788 Email: marty@advgeoenv.com (2) Lockheed Martin Corporation Attn: Patricia Hanson 7 Barnabas Road Marion, Massachusetts 02738 Phone: 774-553-6303 Fax: 508-748-9574 Email: patricia.hanson@lmco.com Other Contacts: Lockheed Martin Corporation Attn: Jon Mellis, Esq. Rotary and Mission Systems 9500 Godwin Drive Manassas, Virginia 20110 Phone: 703-367-1836 Fax: 703-367-3328 Email: jon.mellis@lmco.com Christopher Donoho, III, Esq. M. Shane Johnson, Esq. Hogan Lovells US LLP 875 Third Avenue New York, New York 10022 Phone: 212-918-3000 Fax: 212-918-3100 Email: chris.donoho@hoganlovells.com Email: shane.johnson@hoganlovells.com 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 an official committee of unsecured creditors. CHELLINO CRANE: Committee Taps Brown Rudnick as Co-Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Chellino Crane, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Brown Rudnick LLP. Brown Rudnick will serve as co-counsel with Freeborn & Peters LLP, another firm tapped by the committee to be its legal counsel in the Chapter 11 cases of Chellino and its affiliates. Brown Rudnick will, among other things, assist the committee in its analysis of the conduct of the Debtors' affairs, conduct examinations, and assist in the preparation of a plan of reorganization for the Debtors. The hourly rates charged by the firm range from $435 to $1,455 for its attorneys and from $360 to $425 for paraprofessionals. The primary attorneys anticipated to represent the committee and their hourly rates are: Bennett Silverberg $975 Gerard Cicero $555 Fouad Kurdi $515 Bennett Silverberg, Esq., disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: Bennett S. Silverberg, Esq. Gerard T. Cicero, Esq. Brown Rudnick LLP 7 Times Square New York, NY 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 Email: bsilverberg@brownrudnick.com Email: gcicero@brownrudnick.com About Chellino Crane Inc. Headquartered in Joliet, Illinois, Chellino Crane Inc. and its affiliates operate cranes for refineries owned by some of the largest downstream oil and gas refineries in the world. Chellino consists of two divisions: a Crane Division focused on providing customers with a full range of crane services, and a Heavy Haul/Heavy Lift Division, which specializes in transport and heavy lift or rigging services. Sam Chellino began operating the company in 1947, and to this day the company is family-owned and operated. Chellino and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on May 5, 2017. The petitions were signed by Gregory Chellino, president. At the time of the filing, Chellino Crane estimated its assets and liabilities at $50 million to $100 million. Judge Carol A. Doyle presides over the cases. The Debtors hired Sugar Felsenthal Grais & Hammer LLP as lead counsel; Akerman LLP as special counsel; Conway MacKenzie, Inc. as financial advisor; and Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent. On May 17, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. CHINA FISHERY: CFG Peru Seeks to Sell Add'l Non-Debtor Assets ------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved the motion of China Fishery Group's Debtor affiliate CFG Peru Investments (Singapore)'s Chapter 11 trustee for entry of an order authorizing procedures enabling the trustee to (a) sell or transfer certain limited non-core, non-Debtor assets (the additional non-core assets of the CFG Peru Singapore subsidiaries) and (b) consent to and to take all corporate governance actions desirable or necessary to effectuate the sale or transfer including, but not limited to, voting stock, passing shareholders' resolutions, directing the managers of the CFG Peru Singapore subsidiaries to execute any desirable or necessary documentation and paying broker commissions and taxes or other actions that the trustee determines are desirable or necessary in connection. As previously reported, "If the overbid results in the Trustee's decision to sell the Additional Non-Core Assets to a different purchaser than disclosed in the Sale Notice, the Trustee shall send a revised Sale Notice to the Notice Parties. In this event, the Notice Parties will have 7 days to object to such revised Sale Notice. If a written objection to the Sale Notice is filed with this Court within such 10-day period that cannot be resolved, the Trustee will determine, in his business judgment, how best to proceed. If the Trustee determines that a hearing before the Court on the matter (the 'Disputed Transaction') would be beneficial to the resolution of the objection, the Trustee will schedule a hearing on the Disputed Transaction and notify the Notice Parties. The broker commission is 2.25% of the purchase price of each vessel but not under $60,000 for each vessel." About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The cases are assigned to Judge James L. Garrity Jr. At the time of the filing, China Fishery Group estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CIBER INC: Assets Sale to HTC Global Closed on June 8 ----------------------------------------------------- BankruptcyData.com reported that Ciber Inc. filed with the U.S. Bankruptcy Court a notice of (i) closing of sale, (ii) filing of a first amendment to the asset purchase agreement and (iii) filing of redlines for the asset purchase agreement schedules. The notice states, "The Closing of the Sale occurred on June 8, 2017. Exhibit A is the First Amendment to Asset Purchase Agreement entered into by and between the Debtors and HTC Global Ventures, LLC on June 8, 2017 (the 'First Amendment'). The First Amendment was authorized pursuant to the Sale Order and was consented to by the Committee and the Agent. Exhibit B is a redline of the final Article I Schedules to the Asset Purchase Agreement marked against the version filed with the Court on May 18, 2017. Exhibit C is a redline of the final Seller Disclosure Schedules to the Asset Purchase Agreement marked against the version filed with the Court on May 18, 2017." About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. CIBER, Inc., and two other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). The petition was signed by Christian Mezger, chief financial officer. The Debtors disclosed total assets of $334.2 million and total liabilities of $171.9 million as of Sept. 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel. Polsinelli, PC, serves as co-counsel while Saul Ewing LLP serves as local counsel. The Debtors also hired Houlihan Lokey as investment banker and financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC as noticing and claims agent. An official committee of unsecured creditors has been appointed in the Chapter 11 case. The committee hired Perkins Coie, LLP as bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and BDO Consulting as financial advisor. CLARK RETIREMENT: S&P Cuts Rating on 2006 Revenue Bonds to 'BB-' ---------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB' on the Michigan Strategic Fund's series 2006 revenue bonds, issued for Clark Retirement Community Inc. The outlook is negative. S&P Global Ratings then withdrew its rating on the long-term care center's bonds at the issuer's request. Per policy, S&P is updating its outstanding rating on the series 2006 bonds prior to withdrawal. "The negative outlook reflects our assessment of Clark's weakening operations and maximum annual debt service coverage in fiscal 2017, as well as the dip in unrestricted reserves at the end of that fiscal year," said S&P Global Ratings credit analyst Kelsey Thomas. "Clark's operations continued to struggle and are on track to come in below budget." Management has recently made efforts to reduce expenses and increase revenue, in particular through coordinating with other participants in its local market through partnerships and joint ventures. "We anticipate that management's strategic plan to improve operations over the next year will be challenging due to the negative impact from declining occupancy, new competition in the local market, and management's history of being unable to hit budget targets," Ms. Thomas added. CLEVELAND IMAGING: 5th Cir. Affirms Judgment vs. Kreit's Appeal --------------------------------------------------------------- The U.S. Court of Appeals for the Fifth Circuit affirmed the district court's judgment in full regarding Dr. Camil Kreit's appeal on the district court's denial of his motion to extend the court's filing deadline and the court's subsequent denial of his motion for leave to file out of time. Dr. Kreit is a member and manager of Cleveland Imaging & Surgical Hospital, LLC. Following a dispute among the Hospital's doctors in Texas state court, the court appointed a receiver, Douglas Brickley, to manage the Hospital and its assets. Pursuant to the power the receivership order specifically granted him, Brickley filed for Chapter 11 bankruptcy on the hospital's behalf, triggering the automatic stay provisions found in 11 U.S.C. section 362. After a series of unsuccessful bids, the bankruptcy court ultimately approved the Hospital's sale to CISH Acquisition, LLC, over Dr. Kreit's objection. The bankruptcy court entered an order approving the asset purchase agreement on August 21, 2015. Because no party appealed the bankruptcy court's order, it became final and nonappealable on Sept. 8, 2015. Approximately two months later, Dr. Kreit committed actions that seemed in violation of section 362(a)(3) and the court's prior orders. On June 2, 2016, the bankruptcy court held another hearing and concluded that Dr. Kreit had knowingly and willfully disregarded the automatic stay and the court's prior orders and imposed the stipulated damages. On June 16, 2016, Dr. Kreit appealed the bankruptcy court's imposition of sanctions to the U.S. District Court for the Southern District of Texas. On Sept. 14, 2016, the day before his appellate brief was due, Dr. Kreit moved to extend the filing deadline, which the district court denied. On Oct. 7, 2016, three weeks past the deadline, Dr. Kreit moved for leave to file his appellate brief out of time. The district court again denied Dr. Kreit's motion and granted Appellee Christopher Quinn's motion to dismiss pursuant to Federal Rule of Bankruptcy Procedure 8018(a)(4). In his appeal, Dr. Kreit challenges this court's jurisdiction to consider the case. He also contends that the district court abused its discretion in denying his motion to extend the filing deadline and his motion to file out of time. Dr. Kreit challenges the Fifth Circuit's jurisdiction to consider the bankruptcy court's sanctions order, arguing that the Texas state court that appointed Brickley as receiver over the Hospital lacked the authority to give him managerial authority. Quinn counters, arguing that the Rooker-Feldman doctrine deprives this court of jurisdiction to review a state court judgment. Dr. Kreit responds by arguing that the ab initio exception to the Rooker-Feldman doctrine applies to this case, as his challenge to the Texas court's judgment is jurisdictional, and, therefore, does not ask this court to question a valid state court judgment. Under Texas law, "[w]here a trial court ha[s] jurisdiction of both the parties and the subject matter, the order appointing a receiver is not void." Sclafani v. Sclafani, 870 S.W.2d 608, 612-13 & n.4. Here, even assuming arguendo that the Texas court lacked the ability to create a particular kind receivership, that the court had the authority to create a receivership in general is indisputable. Moreover, the Texas court specifically vested Brickley with the authority to file for bankruptcy on the Hospital's behalf. The Fifth Circuit also concludes that the district court did not abuse its discretion in dismissing the appeal for Appellant's failure to file a timely brief. In re Braniff Airways, Inc., 774 F.2d at 1305 ("Bankruptcy appeals have frequently been dismissed for the appellant's failure to comply with the duty of diligent prosecution, and we have dismissed civil appeals for failure of prosecution when the appellant's brief was not timely filed."). The case is IN RE: CLEVELAND IMAGING & SURGICAL HOSPITAL, L.L.C. also known as Doctors Diagnostic Hospital, Debtor. The appeals case is CAMIL KREIT, Medical Doctor, Appellant, v. CHRISTOPHER L. QUINN, Appellee, Case No. 16-20744 (5th Cir.). A copy of the Fifth Circuit's Per Curiam Decision is available at https://is.gd/EI1KEd from Leagle.com. Maurice Lee Bresenhan, Jr., for Appellant. Matthew Scott Okin -- mokin@okinadams.com -- for Appellee. Kevin R. Pennell, for Appellant. David W. Ghisalbert, for Appellant. David L. Curry, Jr. -- dcurry@okinadams.com -- for Appellee. About Cleveland Imaging Headquartered in Houston, Texas, Cleveland Imaging & Surgical Hospital, L.L.C., aka Doctors Diagnostic Hospital, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 14- 34974) on Sept. 4, 2014. It estimated its assets at $1 million to $10 million and its liabilities at $10 million to $50 million. The petition was signed by Douglas J. Brickley, the receiver. The Hospital did not file a list of its largest unsecured creditors when it filed the petition. Christopher Adams, Esq., at Okin Adams & Kilmer LLP, serves as the Hospital's bankruptcy counsel. Judge Jeff Bohm presides over the case. CLIFFS NATURAL: Site for Iron Plant in Great Lakes Selected ----------------------------------------------------------- Cliffs Natural Resources Inc. has selected a site in Toledo, Ohio for the development of its first hot briquetted iron (HBI) production plant. Midrex Technologies was selected to design, engineer and procure equipment for the new plant, which will have the nominal capacity to produce 1.6 million tons of HBI per year. Lourenco Goncalves, chairman, president and chief executive officer, said, "Today's announcement marks a very important strategic milestone for Cliffs as we begin to implement our plans to be the sole producer of high-quality HBI for the EAF steel market in the Great Lakes region. We look forward to the strong margin and earnings potential this new product will generate for Cliffs shareholders." Mr. Goncalves added: "We thank Governor John Kasich, JobsOhio and a number of local partners in the Toledo community for their efforts to help advance this project, including an offer of approximately $30 million in grants and other financial incentives. We will continue to work closely with the State of Ohio through the environmental permitting process, and are excited to bring a significant number of high-paying jobs to Ohio." Ohio Governor John R. Kasich stated, "This is great news for Toledo and we're pleased that Cliffs chose Ohio for their new investment. In addition to our strategic location and strong business climate, our low-cost natural gas resources give job creators in this industry a competitive advantage, something Cliffs recognized when considering sites for this new technology." JobsOhio President and Chief Investment Officer John Minor said he was thrilled Cliffs chose Ohio for this investment. "The Toledo Ironville Terminal site is a great location for this first direct reduced iron project in the Great Lakes Region," said Minor. "JobsOhio, along with our regional partner RGP, the Toledo-Lucas County Port Authority and the City of Toledo are looking forward to supporting Cliffs as they construct this landmark facility that will create 130 permanent jobs and more than 1,200 construction jobs over the next two years." The estimated investment in the entire project is approximately $700 million, and Cliffs is currently in discussions with several passive financial partners. Cliffs anticipates breaking ground for the construction of the HBI production plant in early 2018, with the production of commercial tonnage of HBI beginning in mid-2020. Cliffs considers the brownfield site at the Port of Toledo a premier location for development due to its relative proximity to several future customers, as well as its logistics advantages, including affordable gas availability and access by multiple rail carriers. About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported net income attributable to common shareholders of $174.1 million for the year ended Dec. 31, 2016, compared to a net loss attributable to Cliffs common shareholders of $788 million for the year ended Dec. 31, 2015. As of March 31, 2017, Cliffs Natural had $1.92 billion in total assets, $2.62 billion in total liabilities and a $703 million total deficit. * * * As reported by the TCR on Feb. 14, 2017, Moody's Investors Service upgraded Cliffs Natural Resources' Corporate Family Rating (CFR) and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1' and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new senior unsecured guaranteed notes. The upgrade follows the company's announcement of a $500 million senior unsecured guaranteed note issuance and an approximate $590 million equity issuance. In February 2017, S&P Global Ratings said it raised its long-term corporate credit rating on Cliffs to 'B' from 'CCC+' after the company announced a $591 million equity issuance and the tender offer for high-cost debt. The outlook is stable. CORONA BUMPERS: Seeks Authorization to Use MCC Cash Collateral -------------------------------------------------------------- Corona Bumpers, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to use the cash collateral interests of the Merchant Cash and Capital, LLC. The Debtor's Motion is scheduled to be heard on July 26, 2017 at 2:00 p.m. About Corona Bumpers Corona Bumpers, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-50924) on April 20, 2017. The petition was signed by Mario Vidal, authorized representative. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Stephen L. Johnson. The Debtor is represented by Drew Henwood, Esq., at The Law Offices of Drew Henwood. Proposed counsel for Corona Bumpers: Drew Henwood, Esq. Law Offices of Drew Henwood 510 North First Street, Suite 205 San Jose, CA 95112 California Bar No. 184529 Phone: (408) 279-2730 Fax: (408) 217-6007 E-mail: henwood.drew@gmail.com CROCKETT COGENERATION: Moody's Cuts 2025 Sec. Bonds Rating to Ba3 ----------------------------------------------------------------- Moody's Investors Service downgraded the rating on Crockett Cogeneration, LP senior secured notes due 2025 to Ba3 from Baa3. Crockett's rating outlook is negative. The rating action concludes the review for downgrade for Crockett that was initiated on April 11, 2017. RATING RATIONALE The rating downgrade to Ba3 from Baa3 reflects the view that the project's financial underperformance and lower than expected debt service coverage ratio (DSCR) recorded in FY 2016 is expected to continue in the current year and beyond owing primarily to sustained and dramatic decline in market heat rates. The severe drop in market heat rates can be partly attributed to the significant increase in hydro generation in California and the western US, the increased installed renewable electric capacity across the state as well as increased gas transportation tariff rates which went into effect in August 2016. Together, these factors were the primary reason the market heat rate experienced a 39.7% decline in the past year to a low of 5,906 in April 2017 from 8,250 in June 2016. The market rate heat is used in the short-run avoided cost (SRAC) calculation for determining the energy component of Crockett's revenues. While Crockett's revenues have historically been influenced by changes to SRAC, the shift to a market based heat rate determination that began in 2015 has significantly increased Crockett's cash flow volatility, a characteristic that will continue over the remaining term of the debt. Moreover, while a return to normal hydro conditions and the retirement of generation plants from once-through cooling legislation can positively affect the market heat rate, these trends will be offset by the continued and sustained growth that solar and wind renewables will have on wholesale generation prices in the state and by Moody's beliefs that natural gas prices will remain near historically low levels for the foreseeable future. In particular, state policy makers continue to advance aggressive renewable portfolio standards across the state, which is aided by these resources' stronger operating performing and lower cost for new construction. Additionally, financial performance and related liquidity will continue to be hurt by the costs of complying with state mandated carbon emissions requirements and by lower steam sales revenue owing to lower natural gas prices and annual steam discounts paid to Crockett's steam host, C&H Sugar Company (C&H: not rated). Crockett's DSCR for FY 2016, which includes a $6 million one-time refund under the gas transportation agreement with Pacific Gas and Electric Company (PG&E: A3 positive), was 1.21x versus a budgeted 1.39x primarily owing to the significantly lower market heat rate that averaged 6,756 for the second half of the year. Excluding the $6 million one-time gas credit from PG&E, the DSCR for 2016 was around 1.0x. Based on the results for the first four months of FY 2017 which include even further declines in market heat rates, Moody's believes that the 2017 DSCR will be lower than the prior year. That said, Moody's believes that Crockett will not need to draw on its debt service reserve during the year as approximately $9 million of carbon allowance requirements for expected emissions in 2017 do not have to be purchased until 2018. Going forward, there is low likelihood of financial metrics returning to those recorded for most years in Crockett's past (annual DSCR at least 1.35x) given the preponderance of renewable resources in the state and potential continuation of high hydrology levels, both of which will continue to negatively affect market heat rates along with Crockett's energy revenues. These factors are balanced by the expected continued receipt of stable capacity payments under Crockett's long term offtake contract with a highly rated counterparty, PG&E, along with Crockett's continued strong operating performance from an availability perspective. Capacity payments from PG&E fully cover operating costs (excluding fuel) and debt service. The remaining cost of fuel, major maintenance and carbon instruments must be covered by energy payments which can be negatively influenced by SRAC related issues and by steam revenues which have been declining. The rating also considers the project's role as an important source of low cost steam to its steam host, C&H, the project's dispatch rights with PG&E, traditional project finance features such as a six-month debt service reserve and security in the assets, and external sources of liquidity provided by a working capital line and availability under a revolver, both of which expire in 2020, which together amply manages seasonal working capital issues. Rating Outlook The negative outlook reflects the possibility that market heat rates, which modestly strengthened in June from their 12 month low, will not appreciably improve during the remainder of 2017 and into 2018 owing to continued high hydrology and ongoing renewable penetration. What Could Change the Rating - Down The rating could be further downgraded if market heat rates remain well below the 7,000 level on a sustained basis, if DSCR is expected to hover below 1.0x consistently, if there are sustained increases in carbon prices unmitigated by granted credits, if the project experiences chronic operating problems that cannot be addressed in a manageable timeframe or if the project draws on the debt service reserve. Also, Crockett's rating would be negatively affected if PG&E's credit quality were to severely deteriorate or if the project loses its QF status. What Could Change the Rating - Up Given the negative outlook and the ongoing challenges associated with SRAC, the project's rating is unlikely to move up at this point. The rating outlook could be stabilized if Crockett can demonstrate an ability to achieve DSCR that approximates 1.10x on a sustained basis based on the project's current contractual arrangements while maintaining strong operating performance. Issuer Background Crockett Cogeneration, LP (Crockett) is a California limited partnership formed in 1986 to own and operate a 240 megawatt natural gas-fired electric power and steam cogeneration facility located at the C&H sugar refinery in Crockett, California. The entire electric output is sold to Pacific Gas and Electric Company (A3 positive) under a 30-year Power Purchase Agreement (PPA) that expires in May 2026, and the steam is sold to C&H Sugar Company, Inc. (C&H) under a steam sales agreement that expires in 2026. The facility operates as a Qualifying Facility (QF) as defined under the Public Utility Regulatory Policies Act of 1978 (PURPA). Consolidated Asset Management Services (CAMS) provides operations and maintenance services. Crockett is currently indirectly owned by FREIF NAP I Holdings II, LLC (FREIF) and Osaka Gas Company, Ltd. FREIF is indirectly owned by an infrastructure fund managed by BlackRock. The principal methodology used in this rating was Power Generation Projects published in May 2017. DELTAVILLE BOATYARD: To Use Annual Net Income to Fund Obligations ----------------------------------------------------------------- Deltaville Boatyard, LLC, et al., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a joint disclosure statement dated June 5, 2017, referring to the Debtors' plan of reorganization. Class 8 General Unsecured Claims is impaired by the Plan. Each holder of an allowed unsecured claim, not otherwise treated in another class, will receive its pro rata share of the GUC Designation -- annual net income for operations, less reasonable overhead, reasonable operational costs, the operational reserve, and plan payments -- on each distribution date commencing the next distribution date following payment in full of all allowed priority claims until the value of (a) the allowed unsecured claims have been paid in full, or (b) the sixth distribution date. The Debtor shall have the right to prepay any allowed claim in Class 8 without penalty. The obligations of the Debtor with respect to claims in Class 8 will not be secured. Intercompany claims will not participate in the distributions but instead will be carried on the books and records of each Deltaville Entity in a manner that is appropriate under the Tax Code of the United States of America. Deltaville Boatyard will continue to operate its world renowned Boatyard Business from the Yard and a portion of the Marina. Deltaville Boatyard will pay monthly rent to Boatyard Rentals in the amount of $7,500. Boatyard Rentals will use the $7,500 to fund its obligations under its Plan. Deltaville Boatyard will also rent a portion of the Marina for the operations of its Boatyard Business. It will also rent the remaining portion of the Marina from Deltaville Marina and will manage and operate the Marina. The total amount of monthly rent paid by Deltaville Boatyard to Deltaville Marina will be $8,500. Upon Confirmation, each Deltaville Entity will retain its estate property, subject to all liens of record as of the respective Petition Date unless otherwise modified by order of the Court, which will secure to holder of liens only payments due under the respective Plan. Any defaults as of the respective Petition Date of the Deltaville Entities, whether or not reduced to judgment, are cured by the provisions of the respective Plan. Upon Confirmation, Deltaville Boatyard will dedicate its annual net income from its operations, less its reasonable overhead, other operational costs, plan payment, and the Operational Reserve to the funding of its obligations under its Plan. Boatyard Rentals will utilize the monthly rent it receives from Deltaville Boatyard to meet its obligations under its Plan. Given that the Restructured BR Lease is a triple net lease pursuant to which Deltaville Boatyard is obligated to pay substantially all of the operating and carrying costs of Boatyard Rentals other than amounts owed to Summit, the New Value Contributions (or amounts paid by Purchaser) and the monthly rent received from Deltaville Boatyard will be sufficient for Boatyard Rentals to meet its obligations under its Plan. Furthermore, given that the Restructured DM Lease is a triple net lease pursuant to which Deltaville Boatyard is obligated to pay substantially all of the operating and carrying costs of Deltaville Marina other than amounts owed to Summit, the New Value Contribution (or amounts paid by Purchaser) and the monthly rent received from Deltaville Boatyard will be sufficient for Deltaville Marina to meet its obligations under its Plan. Unclaimed funds will become property of the respective Deltaville Entity. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/vaeb16-35974-142.pdf About Deltaville Boatyard LLC Boatyard Rentals, LLC, Deltaville Marina, LLC, and Deltaville Boatyard, LLC, filed Chapter 11 petitions (Bankr. Case Nos. 16-35389, 16-35390, and 16-35974, respectively) on November 2, 2016. The petitions were signed by Kieth Ruse, manager. The Debtors are represented by Paula S. Beran, Esq., at Tavenner & Beran, PLC. Boatyard Rentals, LLC's case is assigned to Judge Keith L. Phillips. Deltaville Marina, LLC's case is assigned to Judge Kevin R. Huennekens. Deltaville Boatyard, LLC's case is assigned to Judge Keith L. Phillips. Boatyard Rentals, LLC, estimated assets of less than $1 million and liabilities of $1 million to $10 million. Deltaville Marina, LLC, estimated both assets and liabilities of $1 million to $10 million at the time of the filing. Deltaville Boatyard, LLC estimated assets of less than $500,000 and liabilities of $1 million to $10 million. DEVAL CORP: Unsecureds to be Paid $260,000 by NewCo --------------------------------------------------- DeVal Corporation filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania an amended disclosure statement dated June 11, 2017, referring to the Debtor's plan of reorganization. Holders of Class 6 General Unsecured Claims will be paid, in cash, their pro rata share of payments in the total amount of $260,000 to be made by NewCo. NewCo will fund an initial payment in the amount of $160,000 on, or after the Effective Date, which funds will be distributed on a pro rata basis; thereafter, NewCo will fund four additional semi-annual payments each in the amount of $25,000, which will also be distributed on a pro rata basis on (i) Jan. 2, 2018, (ii) July 1, 2018, (iii) Jan. 2, 2019, and July 1, 2019. These payments will be in full satisfaction, settlement and release of, and in exchange for such Allowed Class 6 General Unsecured Claims. Class 6 Claims are impaired by the Plan. Class 7 consists of Claims that arose out of the redemption of the Debtor's stock or are otherwise subject to subordination pursuant to Section 510(b) of the Bankruptcy Code. The Debtor believes that the claim of Jospeph Capozzoli, a former shareholder of the Debtor, and certain claims of the Debtor's current shareholders, Dominic Durinzi and Ronald Penska, arising from their claims for reimbursement of amounts paid by them personally to Mr. Capozzoli constitute Class 7 Subordinated Claims. Class 7 is impaired by the Plan. As reported by the Troubled Company Reporter on May 11, 2017, the Debtor filed with the Court a disclosure statement with respect to the plan of reorganization dated May 1, 2017, which proposed that each holder of the impaired Class 6 Unsecured Claims -- estimated at $730,000 -- would receive a pro rata share of (a) $150,000 and (b) 25% of any net recovery from the pursuit of causes of action the Debtor may have against third parties. Estimated percentage recovery was 20.4% plus an unknown amount of a share of the proceeds, if any, of causes of action. The funds necessary for the implementation of the Plan will be from the proceeds of sale from the closing on the asset purchase agreement. Pursuant to the terms and conditions of the Asset Purchase Agreement, the Debtor will sell substantially all of the assets to the assignee of Parts Life, Inc. (i.e. NewCo) and utilize the sale proceeds to fund Plan payment to holders of allowed claims. As set forth in the Asset Purchase Agreement, NewCo has a financing contingency, the satisfaction of which dictates the plan treatment to BB&T and PDI/D (i.e. Primary Plan Treatment vs. Alternative Plan Treatment). If NewCo is unable to obtain the required financing, then NewCo will fund payments to these creditors over a 10-year period, if the Plan allowing Alternative Plan Treatment to BB&T and PDI/D is confirmed by the Court. Additionally, NewCo will fund Post-Effective Date Plan payments from its business operations and its reserves. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-17922-138.pdf About DeVal Corporation DeVal Corporation filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 16-17922) on Nov, 11, 2016. The petition was signed by Dominic Durinzi, president. The case is assigned to Judge Ashely M. Chan. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Robert M. Greenbaum, Esq., and David B. Smith, Esq., at Smith Kane Holman, LLC. Michael C. Lingerman, CPA, LLC, serves as accountant to the Debtor. DIVERSIFIED RESOURCES: Incurs $443K Net Loss in Fiscal Q1 --------------------------------------------------------- Diversified Resources, Inc. filed with the Securities and Exchange Commission a Form 8-K report disclosing its unaudited financial statements for the three and six months ended April 30, 2017, and information concerning the Company's officers, directors and principal shareholders. For the three months ended April 30, 2017, Diversified reported a net loss of $442,714 on $2.83 million of total operating revenue compared to a net loss of $2.21 million on $3.91 million of total operating revenue for the three months ended April 30, 2016. The Company's balance sheet at April 30, 2017, showed $19.43 million in total assets, $12.61 million in total liabilities and $6.82 million in total stockholders' equity. "[T]he Company has incurred significant operating losses since inception, has an accumulated deficit of ($13,311,716) and has negative working capital of $5,379,415 at April 30, 2017. As of April 30, 2017, the Company has limited financial resources. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to locate profitable mineral properties, generate revenue from planned business operations, and control exploration costs. Management plans to fund its future operations through joint ventures, cash flow from commercial production and oilfield and construction services. However, there is no assurance that the Company will be able to obtain additional financing from investors or private lenders, or that additional commercial production can be attained," as disclosed in the regulatory filing. Directors and Executive Officers The Company's current officers and directors are: Name Age Position ---- --- -------- Paul Laird 59 Chief Executive Officer and a Director Duane Bacon 78 Chief Operating Officer and a Director Abdul Khan 41 Chief Financial and Accounting officer Roger May 59 Director Mike Miller 36 Director Albert McMullin 58 Director James Burke 59 Director On Nov. 21, 2013, the Company acquired all of the outstanding shares of NRG in exchange for 14,558,150 shares of its common stock. In connection with this transaction, Paul Laird, Duane Bacon, Roger May and Albert McMullin were appointed as the Company's officers and/or directors. Paul Laird was appointed the Company's chief executive officer and a director on Nov. 21, 2013. Since 1997, Mr. Laird has been the chief executive officer and a director of NRG. Between 2004 and 2009 Mr. Laird was the chief executive officer of New Frontier Energy, Inc. Mr. Laird has over 30 years of experience in the Rocky Mountain oil and gas industry. Duane Bacon was appointed as the Company's chief operating officer and a director on Nov. 21, 2013. Since December, 2010 Mr. Bacon has been the Chief Operating Officer of NRG. From 2000 to 2010, Mr. Bacon has been the president of Energy Oil and Gas, Inc. a private exploration and production company located in Longmont, Colorado. Abdul Khan was appointed the Company's chief financial and accounting officer on Jan. 1, 2016. Since 2014, Mr. khan has been working as consulting CFO on contract basis. Mr. Khan has almost 20 years of experience with progressive leadership roles with medium and large E&P and midstream companies. Roger May was appointed as one of the Company's directors on Nov. 21, 2013. Since 2010, Mr. May has been a director of NRG. Since 2005 Mr. May has been the Chief Executive Officer of RM Advisors, LLC, a firm that consults with development-stage companies in the areas of capital formation and corporate structure. Mr. May has over 25 years of experience in the financial industry with Rauscher Pierce and Schneider Securities. Albert McMullin was appointed as one of the Company's directors on Nov. 21, 2013. Mr. McMulllin has been a director of NRG since 2011. Since 2010 he has been a senior vice president of All American Oil and Gas Company, a firm focusing on enhanced oil recovery in California and Texas. Between 2006 and 2010 Mr. McMullin was the president of Standard Investment Company, a firm which provided consulting services to development stage companies. He has over 35 years of experience in the energy field and has worked for Exxon, Atlantic Richfield and United Gas Pipeline. Mike Miller was appointed as one of the Company's directors on Feb. 1, 2017. Mr. Miller has more than 15 years of Rocky mountain oil and gas experience in oil field services industry. Mr. Miller is founder and president of Champion oilfield services company that he grew from a one-man company to a multi-million dollar company with over 100 employee. James Burke was appointed as one of the Company's directors in September of 2016. Between 2004 and 2010 Mr. Burke served as High Sierra general partner's managing director. Between 2014 and 2016 Mr. Burke served as the president of NGL Energy Partners, LLP as well as a director of NGL. Between September 2010 and 2014 Mr. Burke was the chief executive officer of High Sierra. Mr. Burke, along with three others, co-founded Petro Source Partners, LP, where he ran six business units throughout the United States and Canada for over a 17 year span. Prior to that, Mr. Burke served as Manager of Crude Oil Acquisitions at Asamera Oil (U.S.) Inc. from 1981 to 1984. Mr. Burke began his career as a Crude Oil Representative at Permian Corporation, where he worked from 1978 to 1981. Mr. Burke also serves as the managing director of Impact Energy Services, LLC. Mr. Burke received his B.S. from the University of Colorado in 1978. The Form 8-K report is available for free at https://is.gd/9BhlDb About Diversified Resources Diversified Resources Inc. is active in oil and gas exploration and production in the Rocky Mountain region of the U.S. The Company maintains its headquarters in Littleton, Colorado. Diversified Resources reported a net loss of $5.17 million on $10.52 million of operating revenues for the year ended Oct. 31, 2016, compared to a net loss of $4.81 million on $602,980 of operating revenues for the year ended Oct. 31, 2015. DOUBLE LUNG: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Double Lung, PC, as of June 14, according to a court docket. Double Lung is represented by: Robert j. Foy, Esq. Foy Law Group, P.A. 620 North Walnut Street Murfreesboro, TN 37130 Phone: 615-895-0332 Email: bobfoy@foylawgroup.com About Double Lung PC Double Lung, PC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 17-02744) on April 20, 2017. The petition was signed by Larry Jason Burchard, president. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. DRAGONWAVE INC: Ernst & Young LLP Casts Going Concern Doubt ----------------------------------------------------------- DragonWave Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of US$41.56 million on US$86.29 million of revenue for the year ended February 29, 2016, compared to a net loss of US$20.64 million on US$157.77 million of revenue for the year ended February 28, 2015. The audit report of Ernst & Young LLP in Ottawa, Canada, states that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at February 29, 2016, showed total assets of US$53.07 million, total liabilities of US$48.84 million, and a stockholders' equity of US$4.23 million. A full-text copy of the Company's Form 20-F is available at: http://bit.ly/2sHlpnz Canada-based DragonWave Inc. is a provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWave's carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWave's portfolio is wireless network backhaul, including a range of products ideally suited to support the emergence of underlying small cell networks. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWave's corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. DURAVANT LLC: S&P Puts 'B' CCR on CreditWatch Negative ------------------------------------------------------ S&P Global Ratings placed its 'B' corporate credit rating on Downers Grove, Ill.-based Duravant LLC on CreditWatch with negative implications. At the same time, S&P placed its 'B' issue-level rating on the company's first-lien term loan and S&P's 'B-' issue-level rating on its second-lien term loan on CreditWatch with negative implications. "The CreditWatch negative placement follows Duravant's announcement that it has entered into a definitive agreement to be acquired by Warburg Pincus and reflects our limited information regarding the transaction," said S&PG Global Ratings credit analyst Christopher Corey. S&P expects to resolve the CreditWatch placement after it reviews the new financial sponsor's operating plans and financial policy objectives, as well as Duravant's new capital structure. S&P could affirm its 'B' corporate credit rating on the company or lower the rating by one notch after S&P completes its review. DYNEGY INC: S&P Revises Outlook to Negative & Affirms 'B+' ICR -------------------------------------------------------------- S&P Global Ratings said it revised its rating outlook on Dynegy Inc. to negative from stable and affirmed its 'B+' issuer credit rating on the company. At the same time, S&P affirmed its 'BB' secured and 'B+' unsecured ratings on the company. The '1' recovery rating on the secured debt indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in S&P's simulated default scenario. The '3' recovery rating on the unsecured debt reflects S&P's expectation of modest (50%-70%; rounded estimate: 55%) recovery in the event of default. The outlook revision to negative stems from S&P's expectations of diminished power and capacity pricing in Dynegy's key markets, including Pennsylvania-Jersey-Maryland (PJM) and Independent System Operator-New England (ISO-NE). "Our negative outlook reflects our expectation that Dynegy Inc.'s business risk profile will remain unchanged over the next three years but that leverage could remain elevated, exceeding 5.5x in 2017 before trending downward," said S&P Global Ratings credit analyst Michael Ferguson. "We expect that power prices will remain relatively weak in Dynegy's markets, since we assume that natural gas prices will not increase materially from current levels over the next three years. We also expect that operational performance will remain sound." A weakening of financial measures could lead to a downgrade. Weaker financial performance includes a decline in ratios to the bottom half of the highly leveraged range--specifically, funds from operations to debt below about 5% and debt to EBITDA well above 5.5x on a sustained basis. Such developments would likely be driven by consistently weaker power prices and capacity markets. In addition, an inability to monetize assets to position the company to address the 2019 maturity could lead to a downgrade. A revision to stable could stem from an improvement in either in the financial risk profile or the business risk profile. S&P expects a certain amount of deleveraging over time, and, if debt to EBITDA drops beneath 5.25x consistently, this could contribute to a better financial risk profile and higher ratings. In addition, success in divesting assets and liability management that improves prospects for refinancing and deleveraging could lead to a stable outlook. EAST VILLAGE: Unsecured Creditors to be Paid 100% Under Exit Plan ----------------------------------------------------------------- General unsecured creditors will be paid 100% of their claims under East Village Properties LLC's proposed plan to exit Chapter 11 protection. The restructuring plan proposes to pay each holder of a Class 4 general unsecured claim on the effective date cash from the "plan fund" equal to the allowed amount of its claim. The plan fund is the money to be provided by EVF1 LLC, a secured creditor. EVF1 will provide up to $13.5 million to fund the restructuring plan for East Village and its affiliates. The plan provides for the sale of the properties owned by the companies to the highest bidder at an auction. The companies own 15 residential apartment buildings located in the East Village area of New York City. The properties and any available cash in the bankruptcy estates as of the effective date are the only distribution to EVF1 on account of its secured claim. The proposed plan has been structured so that all creditors holding allowed claims will not have to wait for the closing of the sale to be paid but will get the payment from the plan fund immediately after the effective date, according to the companies' disclosure statement filed with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the disclosure statement is available for free at https://is.gd/zhouk0 About East Village Properties East Village Properties, LLC, and its affiliates own 15 multi-family residential apartment buildings in the east village of New York City. The Debtors sought Chapter 11 protection (Bankr. S.D. N.Y. Lead Case No. 17-22453) on March 28, 2017, estimating assets and liabilities of less than $50,000. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager. Judge Robert D. Drain presides over the cases. Robinson Brog Leinwand Greene Genovese & Gluck P.C. represents the Debtors as legal counsel. EAT GATOR: Opposes Court Approval of Plan Outline ------------------------------------------------- Casa Linda (Edens) LLC, asked a U.S. bankruptcy court to deny the disclosure statement filed by Eat Gator LLC, saying it does not provide "adequate information" to creditors. In a filing with the U.S. Bankruptcy Court for the Northern District of Texas, Casa Linda complained the document does not have any information about what the company will receive if Eat Gator's proposed restructuring plan is confirmed. Eat Gator did not also disclose whether it will assume or reject its lease with the landlord, and what amount it proposes to pay to cure arrears if the lease is assumed, Casa Linda further said. Casa Linda owns the Casa Linda Plaza Shopping Center in Dallas, Texas, where Eat Gator operates a restaurant under the name Alligator Cafe. The landlord is represented by: John Mayer, Esq. Ross, Banks, May, Cron & Cavin, P.C. 7700 San Felipe, Suite 550 Houston, TX 77063 Phone: 713-626-1200 Fax: 713-623-6014 Email: jmayer@rossbanks.com About Eat Gator LLC Eat Gator, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-34698) on December 5, 2016. The petition was signed by Arthur Hood, managing member. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Joyce W. Lindauer Attorney, PLLC represents the Debtor as legal counsel. On June 2, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. EFS COGEN I: S&P Affirms 'BB' Project Finance Credit Rating ----------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB' project finance credit rating on EFS Cogen Holdings I LLC. The outlook is stable. The recovery rating of '1' is unchanged, reflecting S&P's expectation of very high (90%-100%; rounded estimate 90%) recovery in the event of default. "The stable outlook on EFS Cogen Holdings I LLC reflects its expectation that the Linden asset management team will continue to successfully manage the project with high availability," said S&P Global Ratings credit analyst Michael Ferguson. "We expect capacity and energy markets in NYISO Zone J to remain robust despite some weakness. We anticipate a DSCR of about 1.85x during the next two years, increasing somewhat in the latter part of the term loan B period." Downside ratings pressure could result from persistent operating difficulties--such as low availability factors or heat rate degradations--that lead to minimum DSCRs under 1.75x and heightened refinancing risk. S&P does not consider an upgrade likely during the next few years given the merchant exposure that the project has during the latter half of the debt period. However, if the NYISO Zone J capacity market improved considerably, S&P could revisit this, especially if it resulted in DSCRs that exceeded 3x persistently beyond the end of the PPA. EP ENERGY: S&P Lowers CCR to 'B-' on Expected Increased Leverage ---------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating to 'B-' from 'B' on Houston-based exploration and production (E&P) company EP Energy LLC. The outlook remains negative. At the same time, S&P lowered the issue-level rating on the company's $1 billion 1.5-lien 8% senior secured notes to 'CCC' from 'B-' and revised the recovery rating to '6' from '5'. The recovery rating reflects S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. S&P also lowered the issue-level rating on the company's $500 million 1.25-lien 8% senior secured notes to 'B+' from 'BB-'. The recovery rating remains '1', reflecting S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. Additionally, S&P lowered the issue-level rating on the company's second-lien secured debt and senior unsecured debt to 'CCC' from 'CCC+'. The recovery rating remains '6'. The recovery ratings reflect S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. "The downgrade reflects our assessment that EP's financial leverage will increase through 2017 and 2018 as the company continues to outspend cash flows for modest levels of production," said S&P Global Ratings credit analyst Alexander Vargas. Absent some other source of capital, we expect leverage to continue to increase through 2018. The negative outlook reflects S&P's expectation that leverage will remain high for the remainder of 2017 and into 2018 because the company's debt to EBITDA is above 6x and FFO to debt is below 10%. The company's plan to grow modestly requires outspending cash flows through 2018 which they will likely fund with debt. S&P could lower the ratings on EP if the company's leverage reaches levels S&P considers to be unsustainable or liquidity deteriorates and is unable to support at least maintenance levels of production. This could happen should commodity prices decline or there is more cost inflation than expected, which could cause the company to outspend cash flows more than S&P currently expects. S&P could revise the outlook to stable should leverage improve to levels commensurate with companies in the 'B' rating category. This includes debt to EBITDA closer to 5x and FFO to debt closer to 12%, on a sustained basis. S&P views this scenario as a possibility should the company raise capital outside of debt financing, without materially changing the business risk profile or causing a significant decline in cash flows. FANSTEEL INC: Asks for Continued Access to Cash Until Sept. 30 -------------------------------------------------------------- Fansteel, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa for continued use of cash collateral through and including the week ending Sept. 30, 2017. Pursuant to the Court's Order entered on Oct. 17, 2016, the Debtor's case was jointly administered with the cases of its affiliates Wellman Dynamics Corporation and Wellman Dynamics Machinery & Assembly, Inc., under the lead case of Fansteel. Subsequently, on May 24, 2017, the Court entered an Order vacating its prior Order granting joint administration and discontinuing the joint administration of the Debtors' cases. The Court, pursuant to its Order entered on Jan. 5, 2017, permitted the Debtors' to continued use of cash collateral through Feb. 13, 2017, provided that the Debtors reserve and set aside (a) $1,200,000 representing the customer prepayments already received; (b) the Restricted Deposits received from and after the date of the Court's order; and (c) the monthly payment amount to FMRI related to expenses arising due to environmental issues unless payment(s) is authorized by further Court Order. Subsequently, on Feb. 6, 2017, the Debtors sought the Court's approval to obtain credit for the Restricted Deposits made to the Debtors by Sikorsky Aircraft Corporation. But this was objected to by the Committee and TCTM Financial FS. The hearing on the Debtors' use of cash collateral was scheduled for Feb. 16. However, by agreement of the parties, the hearing was deferred as the Parties consented to the Debtors' use of cash collateral for four additional weeks or through March 17, 2017, under the similar terms of the Court's Jan. 5, 2017 Order. In addition, the Parties agreed that any Restricted Deposits received by the Debtors would be set aside and used for payment of professional fees only upon entry of a Court Order approving same from and after the date of the statements made in open Court on Feb. 16 and 17 until March 16. The Parties further agreed that the Debtors were authorized to pay, from the Restricted Deposits, the $60,000 initial deposit to Huntington Bank for its continued due diligence analysis in connection with Huntington Bank's financing proposal. Subsequently, on March 13, 2017, the Debtors filed an Emergency Motion, seeking authority to use an additional $90,000 of the Restricted Deposits. The Committee and TCTM Financial filed their objections to the Debtors' Motion. Consequently, on March 28, the Debtors, the Committee, and TCTM Financial entered into and filed a Stipulation and Consent Order, which provided, among other things, authorization for the Debtors to use cash collateral through April 28, 2017, and which date was subsequently extended through May 12. Then, on May 11, the Court inked its approval on the Stipulation and Consent Order filed by the Parties, which, among other things, authorizes the Debtors to continued use of cash collateral through June 30, 2017. Accordingly, Fansteel seeks authorization for continued us of cash collateral and is currently working on a budget ending Sept. 30, 2017. The Debtor plans to circulate the budget to counsel for the Committee and counsel for TCTM Financial for input. The Debtor hopes to receive responses regarding the budget on or before June 22, 2017. A full-text copy of the Debtor's Motion, dated June 15, 2017, is available at https://is.gd/HlACtS About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Inc., Wellman Dynamics Corporation, and Wellman Dynamics Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC as business broker; and Mark J. Steger, Esq. at the Clark Hill Law Firm as Environmental Counsel. The Debtors filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the Court entered an Order authorizing joint administration on Oct. 17, 2016. The Court subsequently entered an Order on May 24, 2017 vacating its prior Order granting joint administration and discontinuing the joint administration of the Debtors' cases under the lead case of Fansteel. The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine creditors of Fansteel Inc. to serve on the official committee of unsecured creditors. The Official Committee retained Morris Anderson & Associates, Ltd., as financial advisor, and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. The Troubled Company Reporter has earlier reported that the U.S. trustee for Region 12 announced that the nine-member unsecured creditors' committee of Fansteel, Inc., will no longer serve as the official committee in the company's Chapter 11 case. The bankruptcy watchdog added that it will be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics Corp. and Wellman Dynamics Machinery & Assembly, Inc. In a filing March 22, 2017, the U.S. trustee disclosed that a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. FIRST DATA: Fitch Rates $3.758BB Senior Secured Term Loans BB+ -------------------------------------------------------------- Fitch Ratings has assigned a 'BB+/RR1' rating to First Data Corp.'s (FDC) $3.758 billion senior secured term loans due July 2022. The terms loan were used to repay its existing U.S. dollar- and Euro-denominated term loans maturing in July 2022 and all of its existing Euro-denominated term loans maturing in March 2021. FDC's Issuer Default Rating (IDR) is currently 'B+', and the Rating Outlook is Positive. At March 31, 2017, the company had $18.8 billion in total debt outstanding. KEY RATING DRIVERS February 2017 Upgrade: The one notch upgrade reflected Fitch's expectations that sustained EBITDA growth and continued debt reduction will drive FDC's gross leverage below 6.0x by the end of 2017; the Positive Outlook is based on expectations that metrics will approach the threshold for an upgrade to 'BB-' by the end of 2018. The action also reflects the company's strong FCF. Fitch believes FDC's delevering path is sustainable based on moderate improvements in EBITDA and significant increases in free cash flow (FCF) through much lower cash interest costs. There are no significant debt maturities until 2020, mitigating potential near-term interest rate exposure. Improved Credit Profile: Fitch estimates gross leverage, pro forma for the CardConnect acquisition, could approximate 5.8x at the end of 2017 and further decline to approximately 5x at year-end 2018. Expectations for leverage sustained below this level would likely lead to an upgrade. Pending Cardconnect Acquisition: In May 2017, the company announced the acquisition of CardConnect Corp., an independent software vendor (ISV), for a total transaction value approximating $750 million. In fiscal year 2016, CardConnect generated net revenue of $156 million and adjusted EBITDA of $38 million. The transaction is expected to close in the third quarter of 2017, following customary approvals. Large Scale: Fitch believes FDC's broad solution portfolio and significant geographic diversification are positive rating factors. The Global Business Solutions segment serves more than six million merchant locations globally. Existing relationships and a large distribution platform (partnerships and alliances) reinforce FDC's ability to sustain its market share, while providing a means to capitalize on emerging technologies (i.e. Apple Pay, Clover, EMV [Europay, Mastercard, Visa] and Mobile Payments). The Global Financial Solutions segment also benefits from established relationships with card issuers and from long-term contracts that have high switching costs. Fee Structure Offsets Cyclicality: Revenue has a correlation with consumer spending, but volatility is subdued due to the continued adoption of electronic payments, exposure to consumer staples, the pricing model in Global Business Solutions (paid per transaction and on a percentage of transacted amount) and the contractual nature of fees in Global Financial Solutions (based on active cards on file and other activities). Risk of Disintermediation: New payment technologies employed by other participants in the payment ecosystem are a long-term threat to disintermediate FDC. However, broad and diverse product portfolio, and investment in new technologies are mitigants. Mobile pay companies such as Google and Apple have decided to work with the payment networks and merchant acquirers rather than try and develop a proprietary system. Consolidation Risks: Consolidation could pose a risk for FDC, particularly in the Global Financial Solutions segment, as could changes in regulations. Generally high barriers to entry in the Global Business Solutions segment are exposed to some erosion through the emergence of new payment technology. Conversely, the Global Financial Solutions segment has much lower exposure to emerging competitors due to FDC's strong position in card processing for large institutions. KEY ASSUMPTIONS -- Revenue growth in the 2% to 3% range over 2017 - 2019, which includes some pressure from foreign exchange rates, and excludes the CardConnect acquisition; -- EBITDA growth in the 4% to 6% range over 2017 - 2019, with growth toward the lower end of the range in 2017, and modestly accelerating with margin improvement (excluding the CardConnect acquisition); -- Sustained FCF of $1 billion or more aided by significantly lower cash interest expense arising from continued delevering and refinancing activities. FDC is assumed to reduce debt by approximately $1 billion or more annually; -- Continued nominal cash taxes over the forecast period given net operating loss carryforwards; -- Capital intensity approximating 5% of consolidated revenues; -- Fitch's Recovery Ratings assigned to the various debt classes are based upon assumed going concern EBITDA of $2.45 billion and a going concern enterprise valuation multiple of 7x. RATING SENSITIVITIES Positive: The ratings could be upgraded if FDC's credit profile continues to strengthen and gross leverage is expected to be maintained around 5x or below. Future developments that may lead to positive rating action include sustained EBITDA growth and continued reductions in debt from the company's improved FCF position. Should FDC reduce senior secured debt as it delevers, there is the potential the unsecured debt could be upgraded prior to the upgrade of the IDR due to improved recoveries. Negative: The ratings could be downgraded if FDC were to experience sustained leverage above 6.0x, material erosion in its market share, or if price compression accelerates due to new competitive threats, leading to sustained EBITDA margins at approximately 20% or below with the FCF margin declining to low single digits. LIQUIDITY To support liquidity, FDC has a $1.25 billion revolving credit facility (RCF) that expires in June 2020. At March 31, 2017, the company had not drawn on the facility, and net of $44 million in letters of credit outstanding, approximately $1.2 billion was available. Cash at March 31, 2017 was $503 million in total, and as of the end of the quarter $369 million was held outside of the U.S. including cash in a consolidated foreign joint venture. Additional liquidity is available through a $240 million accounts receivable facility, which expires in 2019. There was $228 million outstanding on the accounts receivable facility at March 31, 2017. The company has no major maturities until 2020, when a $1.3 billion senior secured term loan matures. FISKER AUTOMOTIVE: Court Narrows Clawback Suit vs. BMW ------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware grants in part and denies in part defendant Bayerische Moteren Wktiengesellschaft's motion to dismiss the complaint filed by Emerald Capital Advisors Corp., in its capacity as trustee for FAH Liquidating Trust, in which it seeks to avoid, recover, and have turned over alleged constructively fraudulent transfers in the total amount of $32,579,798.87 under Bankruptcy Code Sections 542, 544, 548, and 550. The Trustee also seeks recovery under common law principles of unjust enrichment. The defendant moved to dismiss the Complaint for failure to state a claim upon which relief can be granted under Federal Rule of Civil Procedure 12(b)(6) ("Rule 12(b)(6)"), made applicable by Federal Rule of Bankruptcy Procedure 7012(b). The Trustee's first claim seeks to avoid certain of the Transfers as constructively fraudulent under Section 548(a)(1)(B). BMW argues that the avoidance powers of Section 548 do not apply to the Transfers because they were extraterritorial transactions, they occurred in Germany. The Trustee argues that the Transfers were not extraterritorial. After reviewing the Complaint, Judge Gross finds that the Transfers were extraterritorial and adopts the reasoning of Judge Gerber in his decision in Weisfelner v. Blavatnik (In re Lyondell), 543 B.R. 127 (Bankr. S.D.N.Y. 2016), where he held that "Congress' intent was to extend the scope of section 548 to cover extraterritorial conduct." Lyondell, 543 B.R. at 148. As such, the presumption of extraterritoriality does not prevent the Trustee's use of Section 548's avoidance powers in his first claim for relief. The Trustee's first, third, and fourth claims are for avoidance, recovery, and turnover of certain of the Transfers as constructively fraudulent under Sections 548(a)(1)(B), 550, and 542. The Trustee must allege three elements to state a claim under Section 548(a)(1)(B). Premises considered, Judge Gross concludes that the Trustee has adequately alleged each of the elements of a Section 548 claim for constructive fraud, but that the Trustee's claim is limited to the 548(a)(1)(B) Eligible Transfers as a result of the two-year look back period. For that reason, the Court will deny BMW's Motion to Dismiss the Trustee's Count I, III and IV claims for avoidance, recovery, and turnover of certain of the Transfers as constructively fraudulent or the $793,761.87 in Transfers and will grant the Motion to Dismiss for the remaining transfers of $31,786,216.13. The Trustee's second claim (Count II) is for avoidance of the Transfers as constructively fraudulent under Sections 544(b)(1) and applicable non-bankruptcy law. As a threshold issue, the Court must determine whether German law or the California or Delaware Uniform Fraudulent Transfer Act applies to the Section 544(b)(1) claim. Judge Gross explained that where it has jurisdiction and where competing laws conflict, "the Court should apply the "most significant relationship" choice of law standard to determine which state law applies to the fraudulent transfer claim." The Restatement (Second) of Conflict of Laws provides factors relevant to the most significant relationship test. The Court will apply the Restatement's choice of law analysis to German law and the California and Delaware UFTA. Applying the factors in Sections 6, 145, and 221 of the Restatement, the Court finds that German law should control the Section 544(b)(1) claim. In contrast, the only factors militating in favor of the application of the Delaware or California UFTA are that the Debtors were Delaware corporations with headquarters in California, that the funds may have included the proceeds of their DOE loan, and that the bulk of those harmed by the Transfers were within the United States. For these reasons, Judge Gross concludes that German law applies to the Section 544(b)(1) claim and as such BMW's Motion to Dismiss Count II of the Complaint for avoidance of the Transfers as constructively fraudulent under Section 544(b)(1) will be granted. The Trustee's fifth claim (Count V) is for return of the Transfers with the Trustee claiming that BMW has unjustly retained the Transfers at the expense of the Debtors' estates. To state a claim for unjust enrichment sufficient to obtain restitution, the Trustee must allege five elements: "(1) an enrichment, (2) an impoverishment, (3) a relation between the enrichment and impoverishment, (4) the absence of justification, and (5) the absence of a remedy provided by law." The Trustee's claims in Counts I, III and IV of the Complaint are surviving the Motion to Dismiss only in minor part, namely, the sum of $793,761.87 of the $32,579,798.87 that comprise the Transfers. The Court has ruled that the Trustee filed the Complaint too late for the vast amount of the Transfers. However, the Trustee filed a claim for unjust enrichment (Count V) which the Court will not dismiss and which includes all of the Transfers. In conclusion, Judge Gross will: deny the Motion to Dismiss Counts I, III and IV as to $793,761.87 of the transfers, and grant the Motion to Dismiss Counts I, III and IV as to $31,786,216.13; grant the Motion to Dismiss Count II in its entirety; and deny the Motion to Dismiss Count V in its entirety. The adversary proceeding is EMERALD CAPITAL ADVISORS CORP., in Its Capacity as Trustee for the FAH Liquidating Trust, Plaintiff, v. BAYERISCHE MOTEREN WERKE AKTIENGESELLSCHAFT, Defendant, Adv. No. 15-51898 (KG) (Bankr. D. Del.). A full-text copy of Judge Gross Memorandum Opinion is available at https://is.gd/XcXrgM from Leagle.com. Emerald Capital Advisors Corp., Plaintiff, represented by Mark Minuti – mminuti@saul.com -- Saul Ewing LLP. Bayerische Motoren Werke Aktiengesellschaft, Defendant, represented by Colm F. Connolly –- colm.connolly@morganlewis.com -- Morgan, Lewis & Bockius LLP, Amy M. Dudash –- amy.dudash@morganlewis.com -- Morgan, Lewis & Bockius LLP, Samuel Rowley –- samuel.rowley@morganlewis.com -- Morgan, Lewis & Bockius LLP & P. Sabin Willett, Morgan, Lewis & Bockius LLP. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FA Liquidating Corp. fka Fisker Automotive, Inc., and FAH Liquidating Corp. fka Fisker Automotive Holdings, Inc., notified the U.S. Bankruptcy Court for the District of Delaware that their Second Amended Chapter 11 Plan of Liquidation became effective as of Aug. 13, 2014. FLAVORS HOLDINGS: S&P Cuts CCR to 'CCC+' on Constrained Liquidity ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Flavors Holdings Inc. to 'CCC+' from 'B-'. The outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's $50 million senior secured revolving credit facility due in 2019 and $350 million senior secured first-lien term loan due in 2020 to 'CCC+' from 'B-'. The recovery ratings remain '3', indicating S&P's expectations for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P also lowered its issue-level rating on the company's $50 million senior secured second-lien term loan due in 2021 to 'CCC' from 'CCC+'. The recovery rating remains '5', indicating S&P's expectations for modest (10%-30%; rounded estimate: 25%) recovery in the event of a payment default. Adjusted debt for the 12 months ended March 31, 2017, was about $390 million. "The downgrade reflects the company's constrained liquidity position from tight covenant cushion and high revolver borrowings that are forecast to continue through 2017," said S&P Global Ratings credit analyst Amanda O'Neill. It also reflects the ongoing plan to invest in its new product, which constrains its ability to repay debt and improve liquidity. The company's first-lien leverage covenant stepped down to 5x in the first quarter of 2017, and it reported a 4% cushion, which S&P projects will not materially improve in 2017. The covenant further steps down to 4.25x in the first quarter of 2018, which S&P believes will result in a breach absent an amendment, given the size of the stepdown. The stable outlook reflects S&P's expectation that, despite a very tight covenant cushion and the need to invest in new products, the company will obtain covenant relief before its first quarter 2018 stepdown. S&P expects the company to generate enough free cash flow to meet its debt service requirements, which should make lenders open to an amendment. In addition, the company has other levers at its disposal to manage its very tight covenant including an equity cure from its owner and management's ability to pull back on investments in Whole Earth to further pay down debt and in an effort to maintain compliance. S&P could lower the ratings if the company continues to invest in Whole Earth without achieving its growth targets, pressuring its cash flows and hampering its ability to service its onerous amortization requirements. S&P believes this scenario could compromise its ability to obtain an amendment ahead of its first quarter 2018 stepdown and in turn lead to a possible covenant breach if its owners do not provide additional financial support. S&P could also lower the rating if the company borrows more under its revolving credit facility to fund its investments in Whole Earth, further constraining its liquidity position. S&P could raise the ratings if the company improves financial flexibility by reducing its borrowings under its revolving credit facility, receives an amendment that provides at least a 10% covenant cushion, and continues to generate positive FOCF. FREEDOM MORTGAGE: Fitch Affirms B+ Long-Term IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating (IDR) of Freedom Mortgage Corporation (Freedom) at 'B+'. The Rating Outlook is Stable. Fitch has also affirmed the senior secured term loan (SSTL) of Freedom at 'B+/RR4'. KEY RATING DRIVERS IDR AND SENIOR DEBT The rating affirmation reflects Freedom's solid franchise and historical track record in the U.S. residential mortgage space. As a nonbank financial mortgage company, Freedom also benefits from increased share resulting from banks' reduced appetite for mortgage servicing activities. Further supporting the affirmation is Freedom's experienced senior management team with extensive industry background; a sufficiently robust and integrated technology platform; good asset quality performance in its prime servicing portfolio; sufficient liquidity and reserves in place to absorb a reasonable level of repurchase demands or indemnifications; and appropriate earnings coverage of interest expense. The highly cyclical nature of the mortgage origination business and the capital intensive and volatile nature of the mortgage servicing business represent primary rating constraints for nonbank mortgage companies, including Freedom, in Fitch's opinion. Furthermore, the mortgage business is subject to intensive legislative and regulatory scrutiny, which further increases business risk, and the imperfect nature of interest rate hedging can introduce liquidity risks related to margin calls and/or earnings volatility. These industry constraints typically limit ratings assigned to nonbank mortgage companies to below investment grade levels. Fitch notes that Freedom's retained-servicing business model serves as a natural hedge to the cyclicality of the mortgage origination business and the company's robust operational and regulatory framework help to mitigate some of these pressures. Rating constraints specific to Freedom include elevated key man risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision and strategy for the company. Over the last year, Freedom has taken steps to enhance its overall corporate governance framework including key hires with backgrounds in business transformation and strategy, as well as reduced related party transactions, specifically the settlement of the bulk excess MSR liability with Cherry Hill Mortgage Investment Corporation, which are viewed positively by Fitch. Additional rating constraints include reliance on short- to medium-term wholesale funding, specifically loan warehouse financing, and the predominately secured funding profile. Fitch notes that there is also potential execution risk associated with anticipated business growth and expansion of mortgage origination channels. Freedom is not subject to material asset quality risks associated with holding a mortgage loan portfolio because the loans are generally sold to investors within 90 days of origination. However, as an originator and servicer, Freedom has exposure to potential losses within the servicing portfolio due to repurchase or indemnification claims from investors under certain warranty provisions. Freedom expects to continue to build up reserves for new loan production to account for this risk, which Fitch believes is prudent. Asset quality performance of Freedom's servicing portfolio is considered to be good. While the overall dollar amount of delinquencies has remained relatively consistent, the delinquency ratio has declined due to the volume of new originations, which resulted in a larger asset base. Fitch expects asset quality performance to remain relatively stable over the near- to medium term as the quality of the underlying customer and loan profiles have remained relatively stable over the last several years. The company has generated consistent pre-tax returns on assets (ROA) and margins have remained relatively stable over time. Between 2013 and 2016, Fitch calculates that Freedom generated an average pre-tax ROA of 7.68%, bolstered by growth in its origination platform. Fitch views Freedom's multi-channel origination approach as well positioned relative to peers, as it can provide more sustainable earnings through various interest rate and economic cycles. Fitch expects Freedom's profitability metrics to remain stable over medium term, as rising interest rates drive lower refinancing activity and new purchase growth. This impact should be partially offset by improved MSR valuations of the servicing portfolio. Fitch evaluates Freedom's leverage metrics primarily on the basis of debt to tangible equity, which amounted to 3.6x as of March 31, 2017 and relatively consistent with the average of 3.65x since 2013. Over time, Fitch expects leverage will increase to the historical range of 4x-5x as incremental debt, used to fund new originations, will only be partially offset by retained earnings generation. Fitch notes that corporate tangible leverage, which excludes balances under warehouse facilities from gross debt, is much lower at 0.53x as of March 31, 2017 and within the financial covenant set forth under Freedom's senior secured term loan (SSTL). Overall, Fitch believes Freedom is adequately capitalized and its leverage metrics are appropriate compared to peers and relative to its long-term IDR of 'B+'. Fitch views Freedom as having sufficient liquidity given balance sheet cash, availability under its various borrowing facilities, and appropriate interest coverage ratios. Freedom is predominately funded through short-term secured funding facilities, backed by loans-held-for-sale and MSRs. Fitch views the firm's reliance on wholesale funding sources as a rating constraint, but consistent with other nonbank mortgage companies. Freedom may be subject to potential margin calls under its warehouse facilities on occasion, which may require the company to provide the lender with additional collateral or repay a portion of outstanding borrowings. These margin calls are short-term in nature and settle every 30 days. To mitigate potential liquidity constraints resulting from margin call activity, management expects to maintain sufficient minimum cash balances to cover potential outflows due to volatility in economic events or interest rate movements. In February 2017, Freedom entered into a new syndicated five-year, $450 million SSTL maturing in 2022. Proceeds from the term loan are used for general corporate purposes, including potential strategic acquisitions of MSRs. On June 15, 2017, the company announced its intention to upsize the SSTL by an additional $250 million. Fitch views Freedom's access to the bank debt market at reasonable economic terms favorably. While not part of Freedom's current funding strategy, an increase in the percentage of unsecured debt would be viewed favorably by Fitch as it increases balance sheet flexibility in times of stress. Nevertheless, given the preponderance of secured funding, which represented 0.11% of total debt as of March 31, 2017, the unsecured debt rating would likely be notched down from Freedom's IDR, reflecting weaker recovery prospects. The Stable Rating Outlook reflects Fitch's expectation that Freedom will continue to generate consistent operating cash flow and maintain sufficient liquidity and reserves for potential margin calls and indemnification activity; appropriate capitalization and leverage; and adequate earnings coverage of interest expense. The 'B+/RR4' rating assigned to the SSTL is equalized with Freedom's long-term IDR, which reflects average recovery (i.e. 30%-50%) prospects in a stressed scenario based on available collateral coverage from security in the servicing income and proceeds associated with the Ginnie Mae MSRs and servicer advances, as well as pledged cash collateral. RATING SENSITIVITIES IDR AND SENIOR DEBT Positive rating momentum for Freedom's IDR could be influenced by a more formalized succession plan, demonstrated execution on growth aspirations, and reduced reliance on shorter-term funding. An improved governance framework, including Independent Director membership, and continued reduced related-party transactions would also be viewed favorably. Over time, an increase in the percentage of unsecured debt in the funding profile could also drive positive rating momentum. Freedom's IDR could be negatively impacted by the departure of Middleman without appropriate succession plans being in place, rapid growth that is not accompanied by commensurate growth in tangible common equity, as well as appropriate staffing and resource levels to support planned growth. Additional negative rating drivers include a decrease in liquidity resulting from significant margin calls from its lenders or hedge counterparties, meaningful deterioration in asset quality, particularly if it results in increased repurchase activity or advancing, and/or a sustained increase in leverage above 5.0x. To the extent that the company is subject to material regulatory scrutiny or fines that negatively impact Freedom's franchise or operating performance, this could also negatively impact ratings. The SSTL rating is primarily sensitive to any changes to Freedom's long-term IDR, although the relative notching could be impacted by changes in collateral values and advance rates under the secured borrowing facilities, which ultimately impact the level of available asset coverage. Founded in 1990 and based in Mount Laurel, NJ, Freedom is a leading, private, full-service, nonbank mortgage company engaged in origination, servicing, selling and securitizing residential mortgage loans. In 2016, the company was a top-10 mortgage originator by volume, according to Inside Mortgage Finance. As of March 31, 2017, Freedom had total assets of approximately $6 billion. Fitch has affirmed the ratings as follows: Freedom Mortgage Corporation -- Long-term IDR at 'B+'; -- Senior secured term loan at 'B+/RR4'. The Rating Outlook is Stable. FREEDOM MORTGAGE: Moody's Affirms B1 CFRs Amid Planned Loan Upsize ------------------------------------------------------------------ Moody's Investors Service affirmed Freedom Mortgage Corporation's B1 senior secured term loan and corporate family ratings. The outlook on all ratings is stable. RATINGS RATIONALE On June 15, 2017, the company announced it was looking to upsize its current $450 million senior secured term loan by $250 million. The ratings reflect the company's strong profitability with net income to assets above 4% per annum over the last several years and solid capital level with tangible common equity (TCE) to tangible managed assets (TMA) of 19.4% as of Q1 2017; pro-forma including the upsizing of the senior secured loan, TCE to TMA falls to just over 18.5%. Risk factors offsetting these positive attributes include Freedom's rapidly growing servicing portfolio and key man risk with respect to its President and CEO Stanley Middleman. The company expects to almost double its servicing portfolio in 2017 to just under $200 billion from approximately $100 billion as of year-end 2016, resulting in increased economies of scale. However, such rapid growth can lead to operational deficiencies negatively impacting financial performance. The stable outlook reflects Moody's expectation that the company will be able to maintain its strong profitability and solid capital level. Positive ratings pressure would occur over the next 24 months if Freedom can maintain its strong profitability and solid capital levels with net income to managed assets above 5% and tangible common equity to assets above 20%, as aggregate US mortgage origination volumes decline and purchase mortgages comprise a larger percentage of the market in connection with rising interest rates. In addition, positive ratings pressure would also occur if Freedom extended the maturity of its 364 day warehouse facilities as well as continued to diversify its funding. The ratings could be downgraded if financial performance deteriorates - for example, if net income to managed assets falls consistently below 3.5%, if leverage increases such that the company's tangible common equity to tangible managed assets falls below 15%, or in the event of the event of material negative regulatory actions or disclosure of a material operating weakness. The principal methodology used in these ratings was Finance Companies published in December 2016. FREEDOM MORTGAGE: S&P Affirms 'B' ICR & Revises Outlook to Negative ------------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Freedom Mortgage Corp. to negative from stable. S&P also affirmed its 'B' issuer credit rating on Freedom and the 'BB-' issue rating on the company's senior secured term loan due 2022. The '1' recovery rating on the senior secured term loan is unchanged. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a default. "The outlook revision to negative follows Freedom's announcement that it plans to raise $250 million of incremental debt by upsizing its recently issued senior secured term loan (SSTL) backed by the cash flow of Ginnie Mae mortgage servicing rights (MSRs) and advances", said S&P Global Ratings credit analyst Stephen Lynch. The company also recently upsized its line of credit (LOC) to $500 million from $400 million while also extending the term and improving pricing. The secured line of credit is backed by Fannie Mae MSRs and related advances and had $200 million drawn at the end of the first quarter. Following the close of this planned upsize, S&P expects Freedom's debt to EBITDA will rise above 4.0x before working its way lower as the company deploys the capital. S&P believes the added leverage and unclear deployment of the cumulative proceeds heightens risk at a time when S&P expects the industry to be challenged by rising interest rates, declining origination activity, and increased market competition. The company's rapid growth over the past five years and operational risk from deploying almost $700 million of net proceeds, with an additional $300 million of undrawn LOC capacity, weighs on the rating. Freedom's origination volume grew to $55 billion in 2016 from $11.8 billion in 2012. Similarly, Freedom's servicing portfolio ended the first quarter at $104.5 billion in unpaid principal balance (UPB) from $8.8 billion at the end of 2012. Freedom also had about $47 billion of UPB that is under a letter of intent. Freedom has become one of the country's largest nonbank mortgage companies by specializing as a correspondent aggregator of primarily Federal Housing Administration loans, Veteran Administration and United States Department of Agriculture mortgage products and channel that large commercial banks have retreated from since the Great Recession due to increased regulatory risk and repurchase liabilities. S&P believes the most likely use of proceeds will either be the purchase of additional MSRs on the secondary market or an acquisition of another mortgage originator. In either scenario, S&P believes there is a potential for operational and integration risk. S&P believes transferring and onboarding this many accounts would be a monumental task for a company that began servicing mortgages in-house in the summer of 2014, just three years ago. Notwithstanding the above, the Mortgage Bankers Association (MBA) expects industrywide origination volume will decline 15% in 2017 to $1.6 trillion as rising mortgage interest rates curtail refinance activity. The MBA expects a modest 1.5% decline in 2018 to $1.59 trillion in volume. As industry volume contracts, S&P expects greater competition in the market will lead to declining profitability for mortgage originators, especially those that operate wholesale and correspondent channels. S&P expects Freedom's origination volume will follow industrywide trends downward, although S&P also believes the company is in a favorable position to increase market share because of its size and recently raised capital. S&P nevertheless expects Freedom will increasingly rely on its lower-margin correspondent and wholesale channels for future mortgage funding and less on higher-earning consumer-direct retail call center, which was weighted toward refinancings. As a result, S&P believes the company's historically high margins are especially at risk because of less overall volume, shifting revenue contribution from its channel mix, and increased competition in the market pushing gain on sale margins lower. As interest rates rise, however, S&P believes the company's MSRs should increase in value as prepayment speeds slow and therefore provide greater collateral protection for senior noteholders on both the Ginnie Mae and government-sponsored entity-backed senior notes. S&P assigned a '1' recovery rating to the Ginnie Mae-backed SSTL largely because of the loan-to-value (LTV) covenant, which starts at 60% and steps down to 45% by June 2020. Although S&P believes the covenants provide noteholders with increased asset security, S&P believes it has the potential to create unintended risks to Freedom. Since MSRs are amortizing assets, and the LTV covenant decreases over time, Freedom will have to either organically create new MSRs or purchase MSRs in excess of natural run-off. In an adverse market environment, this could incentivize Freedom to loosen its credit standards or lower its profit margins to increase volume, or pay up for MSRs on the secondary market. Separately, S&P believes Freedom's financial reporting infrastructure has improved since the launch of the SSTL with enhanced financial statement footnotes and disclosures. Freedom engaged a new auditor in 2015 and enhanced its financial statement footnotes and disclosures in the first quarter of 2017. At the same time, S&P recognizes that as a private company, Freedom may not face the same oversight and scrutiny as an SEC filer and Sarbanes-Oxley compliant organization. The negative outlook reflects Freedom's rising leverage and rapid growth. S&P expects earnings to decline in the first half of 2017 because of lower origination volume as interest rates rise, but to stabilize in the second half of the year following the deployment of recently raised capital into fee-generating MSRs. S&P could lower the rating over the next year if it believes debt to EBITDA will remain above 4.0x, either because of weak earnings or additional debt. S&P could also lower the rating if Freedom experiences any operational or integration risk from the deployment of recently raised capital or if the firm faces any regulatory challenges. S&P could revise the outlook to stable over the next 12 months if the company sustains leverage below 4.0x without any operational or integration issues from the purchase of new servicing assets. Alternatively, S&P could revise the outlook to stable with leverage above 4.0x if Freedom receives an unqualified audit opinion on its 2017 annual financial statements. S&P previously identified the financial reporting infrastructure as a relative weakness to the rating but now believe, based on first-quarter reporting, that the financial footnotes and disclosures have improved. GAP INC: Fitch Affirms BB+ Long-Term IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of The Gap, Inc. at 'BB+'. The Rating Outlook is Stable. Gap's rating reflects the challenges facing the mid-tier mall-based apparel sector, company-specific merchandising inconsistency, and Fitch's expectation that Gap will need to continue using real estate actions and cost reduction programs to protect EBITDA in the face of sales declines. The rating also reflects positive aspects of Gap's credit story, including its capital discipline, positive free cash flow (FCF), scale, and investments in omnichannel capabilities. KEY RATING DRIVERS Weak Sales Continue Gap operates in a difficult mid-market apparel sector, which has been characterized by lack of a strong product cycle and market share loss to e-commerce and lower-end fast fashion and off-price channels. Gap and its peers have seen volatile sales results and have needed to use significant omnichannel investments and higher-than-expected markdowns to drive sales. Gap's comparable store sales (comps) have been weak recently with 2015 and 2016 comps of negative 4% and negative 2%, respectively. While comps have improved to positive 2% in the last two quarters, Gap continues to experience material declines in traffic, similar to peers in the mall-based specialty apparel space. Fitch expects the company's comps to be modestly negative going forward on continued sector challenges as well as the company's erratic track record of connecting with consumers on compelling product. Old Navy's (44% of 2016 revenue) weak performance in late 2015 and early 2016 was of particular concern given that the brand's growth had mitigated sales declines at the Gap and Banana Republic brands for several years. However, comps for the brand have rebounded to 8% in the first quarter of 2017 (1Q17) from flat in 2015 and 1% in 2016. While Old Navy's value-oriented positioning appears to be resonating with consumers again, comps at Gap and Banana Republic brands continue to be negative, with each of the brands reporting negative 4% comps in 1Q17. Gross Margins Still Volatile Gross margins have fallen from a peak in the 40% range in 2009 - 2010 to 36.4% in 2015 and 2016. While margins declined year-over-year through the first half of 2016, margins improved meaningfully in recent quarters on stabilized sales trends, reduced inventory buys and a faster product cycle. Fitch projects margins could rise to the high-36% range in 2017 following Q1 performance and could remain in the high-36% range thereafter on sourcing initiatives to reduce product lead times, mitigated by continued sector challenges. EBITDA Protection through Expense Management Continues In 2016, Gap announced a $275 million expense-management program, which included 67 store closures. The restructuring effort includes the closure of the Old Navy brand in Japan (53 stores) in 2016, as it was not providing a sufficient return on investment, as well as unprofitable stores in other international markets. Fitch has generally viewed Gap's expense-management and store closure programs - including the 2015 closure of around 15% of North American Gap brand stores - positively. However, the company's continued reliance on transformational cost management programs to protect EBITDA as sales decline is a negative. Fitch expects SG&A to decline 1%-2% in 2017 (flat to 2016 including the 53rd week in 2017) and remain flattish thereafter. As a result, Fitch expects 2017 EBITDA to remain flattish to 2016 at around $2 billion even with approximately $100 million of projected net expense reduction. While the company could realize modest SG&A and occupancy declines beginning 2018 due to the slowdown of international expansion, store closures, and other restructuring activity, the resulting income benefit is expected to only partially offset anticipated sales declines. As a result, EBITDA is expected to be flat to slightly down beginning 2018. KEY ASSUMPTIONS -- Comp sales are expected to be modestly negative beginning 2017. Revenue in 2017 is expected to decline 1%-2% to the low- $15 billion level (excluding the 53rd week). -- EBITDA in 2017 is expected to be around $2 billion, flattish to 2016. EBITDA is projected to be flat to slightly down beginning 2018. -- Annual FCF after dividends of $400 million in 2017 and around $350 million thereafter, which could support the company's share repurchase program. -- Adjusted leverage remains in the mid-3x range over the next three years, assuming flat rent expense. RATING SENSITIVITIES An upgrade would be predicated on a combination of the following: -- Stabilized comp trends, defined as several consecutive quarters of flattish comps; -- Modest year-over-year gross margin improvement and SG&A leverage on a sustained basis, yielding EBITDA trending from the $2 billion level in 2016 toward $2.5 billion; -- Adjusted leverage trending to the low-3.0x range, based on the above EBITDA trend. Future developments that may, individually or collectively, lead to a negative rating action include continued sales weakness driving EBITDA to around $1.7 billion and adjusted leverage towards 4x. LIQUIDITY Gap has maintained strong liquidity, with an unused $500 million revolver and cash and cash equivalents of $1.6 billion as of April 29, 2017. The company generated FCF after dividends of $828 million in 2016, up from the prior year due to a large working capital benefit and lower capex. Fitch expects annual FCF after dividends to be about $400 million in 2017 and around $350 million thereafter and is expected to be directed toward share repurchases. The company may also use some of its excess balance sheet cash for share repurchases, but is nonetheless expected to retain sufficient cash to handle its seasonal working capital needs without having to tap its $500 million revolver maturing May 2020. FULL LIST OF RATING ACTIONS Fitch has affirmed The Gap, Inc. as follows: -- Long-term IDR at 'BB+'; -- $500 million senior unsecured revolving credit facility at 'BB+/RR4'; -- Senior unsecured notes at 'BB+/RR4'. The Rating Outlook is Stable. GARLOCK SEALING: District Court Confirms Joint Plan --------------------------------------------------- EnPro Industries, Inc. disclosed that on June 12, 2017 the U.S. District Court for the Western District of North Carolina entered an order confirming the joint plan of reorganization (the "Joint Plan") of certain of EnPro's subsidiaries, including Garlock Sealing Technologies LLC ("GST LLC"), to resolve their current and future asbestos claims. The District Court's decision follows a hearing before the District Court held on June 12, 2017, following the recommendation for confirmation of the Joint Plan made by the U.S. Bankruptcy Court for the Western District of North Carolina (the "Bankruptcy Court") after a hearing held by it on May 12, 2017. All remaining objections to the Joint Plan pending at the time of the Bankruptcy Court's hearing had been resolved prior to the hearing before the District Court and no new objections were raised at the District Court's hearing. The Joint Plan may not be consummated until at least 40 days after the date the District Court issues its order confirming the Joint Plan. EnPro anticipates that, absent any appeals, the Joint Plan will be consummated on or about July 29, 2017. The Joint Plan implements the terms of a comprehensive settlement reached in March 2016, which has been generally described in EnPro's periodic reports filed with the Securities and Exchange Commission, including its Form 10-Q for the period ended March 31, 2017 on May 2, 2017. Consummation of the Joint Plan would effect the substantive conclusion of the asbestos claims resolution proceedings involving GST LLC and EnPro subsidiaries, Garrison Litigation Management Group, Ltd. (Garrison"), The Anchor Packing Company (together with GST LLC and Garrison, "GST") and OldCo, LLC (the successor by merger to Coltec Industries Inc ("Coltec")). The District Court also approved several settlements with insurance carriers that issued policies covering losses associated with product liability claims against Coltec and certain of its subsidiaries, as had been recommended by the Bankruptcy Court following its May 12 hearing. In addition, the District Court approved a settlement, reached after May 12, with the successors to Coltec's Fairbanks Morse Pump business in which the Fairbanks Morse Pump successors agreed to pay OldCo $6 million in three installments over nine years following consummation of the Joint Plan. The successor entities are entitled to recoup up to the full amount of their payments to OldCo from collections expected to be received from an additional insurance carrier that issued general liability policies to Coltec prior to January 1, 1976. OldCo and the asbestos trust to be established under the Joint Plan will share equally in any collections above that $6 million amount. OldCo estimates that the carrier will owe approximately $11 million in reimbursements over the life of the asbestos trust for its share of Coltec claims (which includes Fairbanks Morse Pump claims). "The District Court's confirmation of the Joint Plan is the critical step to the final resolution of this asbestos burden, which we have been striving toward for years," said Steve Macadam, EnPro's President and CEO. "Given the absence of any objections at the District Court's hearing, we view it as unlikely that there will be any appeal of the District Court's order, and we look forward to soon consummating the Joint Plan and reconsolidating these subsidiaries with EnPro for financial reporting purposes," Mr. Macadam continued. GST and OldCo, as entities currently under reorganization, are not consolidated with EnPro and its other subsidiaries for financial reporting purposes and are accounted for on a cost basis in the consolidated financial statements of EnPro. As a result, the above described settlements will not impact the consolidated financial results of EnPro for the quarter ending June 30, 2017. Pursuant to applicable accounting rules, upon and as of the date of consummation of the Joint Plan, the assets and liabilities of both GST and OldCo would be reconsolidated into the EnPro balance sheet at their estimated fair value, and a pre-tax gain would be recognized for the excess of the estimated fair value of the GST and OldCo businesses over the net book value of EnPro's investment. In addition, beginning on the date of consummation, EnPro's consolidated financial statements would include the sales, income, expenses and cash flows of both GST and OldCo. About Garlock Sealing Technologies LLC Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd. also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos-related matters. The Official Committee of Unsecured Creditors is represented by FisherBroyles LLP. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. Joseph W. Grier, III, the court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-counsel. Judge George Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against Garlock Sealing at $125 million, consistent with the positions GST put forth at trial. In January 2015, the Debtors filed their Second Amended Plan of Reorganization, which is backed by the Future Asbestos Claimants' Representative (FCR). About OldCo, LLC OldCo, LLC, formerly known as Coltec Industries, Inc., based in Charlotte, N.C., manufactures and distributes aerospace and industrial products in the United States, Canada, and Europe. It filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 17-30140) on Jan. 30, 2017. The petition was signed by Joseph Wheatley, president and treasurer. Bankruptcy Judge Craig J. Whitley is assigned to the case. The Debtor is represented by Daniel Gray Clodfelter, Esq. and William L. Esser, IV, Esq., at Parker Poe Adams & Bernstein LLP. The Debtor also hired David M. Schilli, Esq., and Andrew W.J. Tarr, Esq., at Robinson, Bradshaw & Hinson, P.A. as special corporate & litigation counsel; Rust Consulting/Omni Bankruptcy as claims, notice & ballot agent. In its petition, the Debtor estimated $100 million to $500 million in both assets and liabilities. By Order entered on February 3, 2017, the Court ordered that the Coltec Bankruptcy Case be jointly administered with the Garlock Bankruptcy Case. GENON ENERGY: Moody's Lowers PDR to D-PD Following Bankruptcy ------------------------------------------------------------- Moody's Investors Service downgraded the Probability of Default Ratings (PDR) of GenOn Energy, Inc.'s D-PD from Caa3-PD. The downgrade was prompted by GenOn's June 14, 2017 announcement that it had initiated Chapter 11 bankruptcy proceedings. The outlook has been changed to stable from negative. Concurrently, Moody's affirmed the unsecured ratings of GenOn Energy and GenOn Americas Generation at Caa3. RATINGS RATIONALE Subsequent to actions, Moody's will withdraw the ratings due to GenOn's bankruptcy filing. The following ratings were downgraded and will be withdrawn: Probability of Default Rating to D-PD from Caa3-PD All of the Loss Given Default assessments will be withdrawn. The following ratings were affirmed and will be withdrawn: GenOn Energy, Inc. Corporate Family Rating at Caa3 Speculative Grade Liquidity Rating at SGL-4 GenOn Escrow Corp. Senior Unsecured Regular Bond/Debenture at Caa3 (LGD3) GenOn Americas Generation, LLC Senior Unsecured Regular Bond/Debenture at Caa3 (LGD3) GenOn is a wholly-owned subsidiary of NRG Energy Inc. (NRG, Ba3 Stable), which is itself the largest merchant power company in the US with about 50 GW of generating capacity, including the 15.4 GW at GenOn. GenOn's bankruptcy filing follows the agreement on June 12th between NRG and certain GenOn entities, including GenOn Energy and GenOn Americas Generation, LLC ("GAG") to reorganize GenOn's debt structure. However, the agreement did not include GenOn Mid-Atlantic, LLC (Caa1 negative) and GenOn REMA, LLC (Caa1 negative). The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. GFC PROPERTIES: Allowed to Use VNB Cash Collateral Until June 30 ---------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida signed an interim order authorizing GFC Properties, Inc., to use the cash collateral of Valley National Bank, N.A., until June 30, 2017. The Court will hold a final hearing on June 29, 2017 at 2:30 p.m. to consider entry of a final Order approving the Debtor's continued use of cash collateral. The Debtor is authorized to use the rents, fees, charges, accounts or other payments for the use or occupancy of apartments, or other income generated by the Debtor's 26-unit apartment complex located at 111 NW 152nd Street, Miami, FL 33169 to pay only ordinary business expenses necessary for the operation of the Property in accordance with the budget. The Budget for the months of May and June 2017 provides total monthly operating expenses of approximately $8,705. The Debtor is also authorized to use cash collateral to pay quarterly fees to the U.S. Trustee. Valley National Bank has agreed to a carve out from the cash collateral for all unpaid fees required to be paid to the Clerk of the Bankruptcy Court and to the U.S. Trustee. Judge Mark ordered that all Cash Collateral will be deposited in and disbursed through one or more debtor-in-possession bank accounts established by the Debtor. In addition, he ordered that all net income realized from the Debtor's operations will be held in the DIP Account and will not be disbursed without further Order of the Court. The Debtor is directed to commence making monthly, interest-only, adequate protection payments of $5,201 to Valley National Bank by June 28, 2017, and each month thereafter through the earlier of (a) the entry of a confirmation order or, (b) the entry of a dismissal order. In addition, the Debtor is directed to deliver to Valley National Bank's counsel of record, on or before June 15, 2017: (a) proof of comprehensive property insurance policies covering the Property, which names Valley National Bank as an additional insured, and (b) copies of the leases for all current tenants at the Property. Valley National Bank is granted a replacement lien with the same validity and priority as its prepetition liens upon all property which would have constituted its collateral, including, without limitation, any cash collateral acquired by the Debtor on or after the Petition Date. Valley National Bank is also granted the right to assert a super-priority administrative expense claim. Commencing June 21, 2017 and each month thereafter, the Debtor will deliver to counsel for Valley National Bank the following information, which may be contained in the Debtor's monthly operating report filed with the Court: (a) an operating statement showing the Debtor's income and expenses during the preceding month and cash balances as of the end of the month; (b) a schedule of all unpaid post-petition Date payables relating to the Property for the preceding month; and (c) a schedule of all unpaid apartment rental and/or occupancy amounts owed by all tenants at the Property for the preceding month. Likewise, the Debtor is also directed to provide Valley National Bank with reasonable access to the Property for purposes of inspection and appraisal. A full-text copy of the Interim Order, dated June 12, 2017, is available at https://is.gd/wwD50c Valley National Bank is represented by: Harris J. Koroglu, Esq. Shutts & Bowen LLP 200 S. Biscayne Blvd., Suite 4100 Miami, FL 33131 Email: hkoroglu@shutts.com About GFC Properties GFC Properties, Inc., owns a 26-unit apartment building located 111 NW 152nd Street, Miami, FL 33169. The sole nature of GFC's business is simply to rent out the apartments at the Property. GFC Properties filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-16585) on May 25, 2017. Ginette Claude, president, signed the petition. At the time of filing, the Debtor estimated assets and liabilities to be less than $50,000. The Debtor is represented by Sheleen G. Khan, Esq., at the Law Office of Sheleen G. Khan P.A. No trustee, or examiner or committee has been appointed in the Chapter 11 case. GILDED AGE: Taps Delaney Law Firm as Legal Counsel -------------------------------------------------- Gilded Age Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Delaney Law Firm LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and assist in the preparation of a plan of reorganization. The firm will charge $265 per hour for its services. William Delaney, Esq., disclosed in a court filing that he and other employees of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William J. Delaney, Esq. The Delaney Law Firm LLC 91 Friendship Street, Suite 4 Providence, RI 02903 Email: wjd@dlfri.com About Gilded Age Properties Gilded Age Properties, LLC, owns and operates two properties: a commercial rental property located at 117 Bellevue Avenue in Newport, Rhode Island and a residential apartment building located at 38-40 Freebody Street in Newport, Rhode Island. Gilded Age Properties filed a Chapter 11 petition (Bankr. D.R.I. Case No. 17-10738) on May 4, 2017. The petition was signed by Peter M. Iascone, member. At the time of the filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Diane Finkle. GLOBAL UNIVERSAL: Unsecureds to Recoup 100% Over 6 Months --------------------------------------------------------- Global Universal Group Ltd. filed with the U.S. Bankruptcy Court for the Eastern District of New York a second amended disclosure statement dated May 29, 2017, in connection with the Debtor's second amended Chapter 11 plan. There is one claim in the Class 6 General Unsecured Claims filed by Best Airconditioning, Inc., for $120,615.50. The equipment installed by Best Airconditioning requires service and repair on a regular basis. The contractor has provided a verbal warranty of the service and equipment. The Debtor has determined in its business judgment that paying this creditor over six months from the Effective Date will enable the Debtor to incentivize the contractor to complete necessary work, service and repair. Under the Plan, holders of Allowed General Unsecured Claims will receive cash, equal to 100% of the allowed amount of their claims over six months without interest or any contractual fees, charges or penalties. Accordingly, Class 6 is impaired and is entitled to vote on the Plan. All distributions to holders of allowed claims provided for under the Plan will be funded and paid from a distribution fund comprised of (a) the net sale proceeds from the sale of the property and, to the extent necessary and recoverable, (b) any distributions made to the Debtor on account of the net sale proceeds as of the Effective Date through the date of completion of all Distributions contemplated under the Plan, and (c) any other cash on hand as of the Effective Date through the date of completion of all distributions contemplated under the Plan. To be clear, a reserve will be created for any allowed claims not paid on the Effective Date, and such funds shall be held in escrow by Debtor's counsel to ensure future payments are made. The reserve will be calculated and deducted from the gross sale proceeds. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb17-40473-59.pdf As reported by the Troubled Company Reporter on May 16, 2017, the Debtor filed with the Court a first amended disclosure statement dated May 3, 2017, in connection with the Debtor's first amended Chapter 11 plan, which proposed that holders of Allowed General Unsecured Claims receive cash, equal to 100% of the allowed amount of their claims over 12 months without interest or any contractual fees, charges or penalties. About Global Universal Group Ltd. Based in Flushing, New York, Global Universal Group Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40473) on Feb. 2, 2017. David Wong, president, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $10 million to $50 million. The case is assigned to Judge Nancy Hershey Lord. No official committee of unsecured creditors has been appointed in the Debtor's case. GROUP 701: To Pay Creditors Through Sale of Properties ------------------------------------------------------ Group 701, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated June 2, 2017, referring to the Debtor's plan of reorganization. Class 4 Unsecured Creditors Claims are not impaired by the Plan. The Debtor will pay all Allowed Unsecured Creditors in full on the Effective Date. The Debtor proposes to pay all its creditors from the sale of its properties. The Debtor's business consists of the ownership of two pieces of property. One piece located at 1063 Blaylock Circle, Irving Texas has been sold during the bankruptcy proceeding and the sales proceeds have been distributed to pay taxes and to the secured creditor. Under the terms of the Debtor's Plan, the second piece of property located at 7300 Ambassador Row, Dallas, Texas will be sold on or before the Effective Date for an amount sufficient to pay all allowed claims in full. The Debtor acquired the Ambassador Row property in 2005. The property was used by Amazing Investments, Inc., a company owned by Mahmoud Shahsiah, to operate an automobile dealership. The property is currently vacant. Since the filing of the bankruptcy, the Debtor actively sought to sell the properties. The Blaylock property was sold pursuant to court order entered on May 3, 2017. The proceeds from this sale went to pay any outstanding taxes on the Blaylock property and then to reduce the debt to the secured creditor. Under the terms of the Plan, the creditors will receive cash payments from the Debtor's funds provided by the sale of the Ambassador Row property. The Debtor valued the Property in its schedules at $1.5 million. The sale of the Ambassador Row property will generate sufficient funds to repay all creditors in full. Upon Confirmation of the Debtor's Plan, the current ownership will remain in place. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-30858-26.pdf About Group 701 Group 701, headquartered at Dallas, Texas, filed a voluntary Chapter 11 petition (Bankr. N.D. TX Case No. 17-30858) on March 6, 2017. The petition was signed by Mahmoud Shahsiah, managing member. The Debtor is represented by Eric A. Liepins, Esq., of Eric A. Liepins, P.C. The Hon. Harlin DeWayne Hale presides over the case. As of the time of filing, the Debtor declared $1.6 million in total assets and $829,702 in total liabilities. GULFMARK OFFSHORE: Forbearance Pact with RBS Extended Until June 27 ------------------------------------------------------------------- On May 19, 2017, GulfMark Americas, Inc. and GulfMark Management, Inc., each a subsidiary of GulfMark Offshore, Inc., entered into a forbearance agreement with The Royal Bank of Scotland plc, as agent for the lenders, relating to that certain Multicurrency Facility Agreement dated as of Sept. 26, 2014. Pursuant to the RBS Forbearance Agreement, the Agent agreed, among other things, to waive the defaults and events of default specified in the RBS Forbearance Agreement and to forbear from exercising any rights or remedies under the RBS Facility Agreement as a result of any such defaults and events of default specified in the RBS Forbearance Agreement until the earlier of May 31, 2017, and the occurrence of any of the early termination events specified in the RBS Forbearance Agreement. On May 31, 2017, GulfMark Americas and GulfMark Management entered into an extension agreement with the Agent that extended the forbearance period until the earlier of June 16, 2017, and the occurrence of any of the specified early termination events. GulfMark Americas and GulfMark Management entered into a second extension agreement with the Agent as of June 16, 2017, that extends the forbearance period until the earlier of (x) the later of (i) 12:01 a.m. (New York time) June 27, 2017, and (ii) 12:01 a.m. on the business date that immediately follows the date on which a hearing to approve the disclosure statement in the bankruptcy case of the Company is held and concluded, but not later than June 30, 2017, and (y) the occurrence of any of the specified early termination events. A copy of the RBS Extension Agreement is available for free at: https://is.gd/SbW9pl About Gulfmark Offshore GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, president and chief executive officer, signed the petition. As of March 31, 2017, the Debtor listed total assets of $1.07 billion and total debt of $737,131,000. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. GYMBOREE CORP: Store Closing Procedures, Consulting Deal Filed -------------------------------------------------------------- BankruptcyData.com reported that Gymboree Corp. filed with the U.S. Bankruptcy Court a motion for entry of interim and final orders (i) authorizing the Debtors to assume a consulting agreement by and between Gymboree ("merchant") and Tiger Capital Group and Great American Group (collectively, "consultant") and (ii) approving procedures for store closing sales. The motion explains, "The Debtors' management team and advisors ultimately determined that it may be appropriate to close and wind down (the 'Store Closings') up to 450 underperforming brick-and mortar store locations (the 'Closing Stores'), contingent upon lease negotiations with the Debtors' landlords. Specifically, the determination of whether or not to close up to 450 stores will depend on whether the Debtors are able to negotiate more favorable lease terms and rent reductions for certain stores with their landlords (the 'Lease Negotiations'). The Debtors have retained A&G to assist with the ongoing Lease Negotiations. The Debtors plan to keep approximately 70 to 85 of the Closing Stores open through January 2018. The Debtors estimate that the proceeds from the Sales will be approximately $65 to $85 million. Further, the Store Closings are a critical component of the Debtors' go-forward business plan, and assumption of the Consulting Agreement will allow the Debtors to conduct the Store Closings in an efficient, controlled manner that will maximize value for the Debtors' estates." The Court subsequently granted interim approval to the motion and scheduled a July 11, 2017 final hearing, BankruptcyData relayed. About The Gymboree Corp. The Gymboree Corporation is a children apparel retailer in North America, with 1,291 retail stores as of Jan. 28, 2017 operating under three brands: Gymboree; Janie & Jack (a higher-end offering launched in 2002); and Crazy 8 (a value-oriented line launched in 2007). The Company operates online stores at http://www.gymboree.com/, http://www.janieandjack.com/and http://www.crazy8.com/ In October 2010, Gymboree was acquired by Bain Capital Private Equity, LP and certain of its affiliated investment funds or investment vehicles managed or advised by it -- Sponsor -- for approximately $1.8 billion. The Gymboree Corp. and seven affiliates each filed a Chapter 11 voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June 11, 2017. James A. Mesterharm, chief restructuring officer, signed the petitions. The cases are pending before the Honorable Keith L. Phillips. Gymboree had $755.5 million in assets and $1.36 billion in total liabilities as of March 14, 2017. Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles & Olson LLP is the Debtors' special counsel. Lazard Freres & Co. LLC is the investment banker. AlixPartners, LLP is the restructuring advisor. Prime Clerk LLC is the claims agent. Counsel to the Term Loan Agent and the DIP Term Loan Agent are Milbank, Tweed, Hadley & McCloy LLP; and McGuireWoods LLP. Rothschild & Co. also serves as advisor to the Term Loan Agent. Bain Capital Partners is represented by Weil Gotshal & Manges LLP. Counsel to the DIP ABL Administrative Agent are Morgan, Lewis & Bockius LLP; and Hunton & Williams LLP. Counsel to the DIP ABL Term Agent are Choate, Hall & Stewart LLP; and Whiteford Taylor Preston, LLP. The indenture trustee for the Debtors' senior unsecured notes is Deutsche Bank Trust Company Americas. Counsel to the ad hoc group of senior unsecured noteholders is Akin Gump Strauss Hauer & Feld LLP. * * * The Gymboree Corporation is set to file a Chapter 11 plan of reorganization that it negotiated with controlling owner Bain Capital Private Equity, LP, and a majority of its term loan lenders, prior to the bankruptcy filing. The Plan will reduce debt by more than $900 million. Secured term loan lenders owed $788.8 million will exchange their debt for most of the new common shares of reorganized Gymboree. Under the Plan, holders of general unsecured claims will not be entitled to any recovery or distribution under the Plan. Holders of existing common stock also won't receive anything. HEYL & PATTERSON: Mitsui Miike Opposes Approval of Plan Outline --------------------------------------------------------------- Mitsui Miike Machinery Co. Ltd. asked a U.S. bankruptcy court to deny the disclosure statement, which explains the Chapter 11 plan of liquidation for The Liquidating Estate of H&P, Inc. In a filing with the U.S. Bankruptcy Court for the Western District of Pennsylvania, Mitsui complained the document lacks certain information that would help creditors make an informed judgment about the plan. The creditor cited the company's failure to identify claims that are subject to objection by the plan administrator. "The disclosure statement indicates that the plan administrator may object to certain unidentified claims. The debtor should be required to disclose which claims are subject to objection," Mitsui said in the court filing. Mitsui holds an unsecured subcontractor claim against the company, formerly known as Heyl & Patterson, Inc. Mitsui is represented by: Norman E. Gilkey, Esq. Erica K. Dausch, Esq. Babst Calland Clements & Zomnir, P.C. Two Gateway Center Pittsburgh, PA 15222 Phone: (412) 394-5400 Email: ngilkey@babstcalland.com Email: edausch@babstcalland.com -- and -- Porter Hedges LLP Eric M. English, Esq. 1000 Main Street, 36th Floor Houston, TX 77002-6341 Phone: (713) 226-6000 About Heyl & Patterson Heyl & Patterson Inc. is an American specialist engineering company, founded in 1887 and based in Pittsburgh, Pennsylvania. Heyl & Patterson sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21620) on April 29, 2016. The petition was signed by John R. Edelman, CEO. The case is assigned to Judge Carlota M. Bohm. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, as counsel; and Gleason & Associates as financial advisors. On May 31, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Whiteford, Taylor & Preston, LLC, as its legal counsel; and Albert's Capital Services, LLC, as its financial advisor. On April 28, 2017, the Debtor filed a Chapter 11 plan of liquidation. HHGREGG INC: Synchrony Bank Balks at Bid to Sell IP Assets ---------------------------------------------------------- Synchrony Bank asks the U.S. Bankruptcy Court for the Southern District of Indiana to toss out the request of hhgregg, Inc., to sell certain intellectual property to the extent that the motion would purport to deprive Synchrony of its contractual and legal rights to use the Debtors' names and marks when dealing with the Debtors' former customers. Synchrony and Gregg Appliances are parties to a Private Label Consumer Credit Card Program Agreement dated August 26, 2004, as amended from time to time. Synchrony made credit available to qualified consumer customers of the Debtors to purchase products and services from the Debtors. The Bank says its contract with Gregg Appliances, Inc. gives it the right to use the Debtors' names and marks in connection with the administration and operation of the private-label credit-card program and the servicing, sale, or substitution of customer accounts. That serves a number of purposes. Among other things, it avoids customer confusion by reminding customers that the amounts owed to Synchrony arose in connection with purchases from the Debtors. The Bank contends that the contract itself, as well as applicable law, authorizes Synchrony to continue using the Debtors' names and marks for those limited purposes notwithstandingg the rejection and termination of the contract. The Debtors' proposed sale order could, however, be misunderstood as cutting off Synchrony's rights. The Court should address that by including the following language in any order authorizing the sale: "Notwithstanding anything to the contrary in this order, nothing in this order affects Synchrony Bank's right to continue using the Debtors' trademarks and trade names in connection with contractually permitted uses." On April 6, 2017, the Debtors filed a motion seeking authority to reject the Program Agreement with Synchrony. The Court entered an order on May 5, 2017, rejecting the Program Agreement effective April 6, but the order did not contain a finding that the Program Agreement was an executory contract. Instead, the order stated that "[n]othing herein shall be an admission by either the Debtors or Synchrony or a finding by the Court that the Synchrony Contract is an executory contract as the term is used in section 365 of the Bankruptcy Code. All parties' rights with respect solely to this issue are expressly reserved." On June 8, 2017, the Debtors filed a motion for an order to authorize the sale of its intellectual property. The Debtors seek to sell trademarks, domain names, customer files, and related data. The Debtors' proposed order authorizing the sale purports to convey their intellectual property free and clear of any interests, including rights to use that property. Attorneys for Synchrony Bank: Hugh McCullough, Esq. Ragan Powers, Esq. Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101-3045 Tel: 206-622-3150 Fax: 206-757-7700 About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc., is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via http://www.hhgregg.com/ hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17- 01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. The Committee retained Province Inc. as financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms, and said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC and Great American Group, LLC to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. In an April order, the Bankruptcy Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc. and HHG Distributing, LLC entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. As of June 8, the Debtors have completed store closing sales in all its stories. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HOOPER HOLMES: Amends 2016 Form 10-K in Response to Comments ------------------------------------------------------------ Hooper Holmes Inc. filed a third amendment to its annual report on Form 10-K for the fiscal year ended Dec. 31, 2016, which was filed with the U.S. Securities and Exchange Commission on March 9, 2017, as amended. The amendment was filed in response to a comment letter from the SEC, dated June 1, 2017, to revise the disclosures in Part I, Item 1 (Business) and Part II, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations). A full-text copy of the Form 10-K/A is available for free at https://is.gd/B03JAX About Hooper Holmes Hooper Holmes, Inc., provides health risk assessment services and wellness as well as health improvement services with its acquisition of Accountable Health Solutions, Inc. (AHS). The Olathe, Kansas-based Company provides these services to individuals as part of health and wellness programs offered through corporate and government employers, and to clinical research organizations. Hooper Holmes reported a net loss of $10.32 million on $34.27 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.87 million on $32.11 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Hooper Holmes had $13.60 million in total assets, $18.25 million in total liabilities, and a total stockholders' deficit of $4.65 million. Mayer Hoffman McCann P.C., in Kansas City, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, negative cash flows from operations and other related liquidity concerns, which raises substantial doubt about the Company's ability to continue as a going concern. IGNITE RESTAURANT: Taps Hilco as Real Estate Advisor ---------------------------------------------------- Ignite Restaurant Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hilco Real Estate, LLC as real estate advisor. The firm will provide these services to the company and its affiliates: (a) meet with the Debtors to ascertain their goals, objectives and financial parameters; (b) mutually agree with the Debtors with respect to a strategic plan for restructuring, selling, assigning, or terminating their leases; (c) negotiate the terms of restructuring, sale, assignment, and termination agreements with third parties and the landlords under the leases; (d) provide written reports periodically to the Debtors regarding the status of the negotiations; (e) assist the Debtors in closing the pertinent lease restructuring, sale, assignment, and termination agreements; and (f) provide testimony if requested by the Debtors. Hilco and the Debtors have agreed on these terms of compensation and expense reimbursement: (a) For each lease that is sold, assigned or terminated lease, Hilco will be paid a fee in an amount equal to 6% of the proceeds. (b) For any lease that becomes a restructured lease, Hilco will be paid a fee in an amount equal to a base fee of $1,500, plus 4.5% of the aggregate "restructured lease savings." (c) Hilco will not be paid for leases that are assumed and assigned to a purchaser of all or substantially all of the assets of any Debtor or its division (but a restructured lease savings fee may still be due to the firm as a result of such sale or assignment). (d) No lease that is rejected without value by the Debtors will be treated as a sold, assigned, terminated or restructured lease. (e) Hilco will be compensated on an hourly basis for the time its professionals spend for preparation, depositions or other time in court. The firm's executive vice-president or above will be paid $700 per hour; senior vice- president, $500 per hour; and vice-president, $400 per hour. Ryan Lawlor, vice-president and deputy general counsel of Hilco Trading LLC, the managing member of Hilco, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Hilco can be reached through: Ryan Lawlor Hilco Real Estate, LLC 5 Revere Drive, Suite 320 Northbrook, IL 60062 Phone: 847-714-1288 About Ignite Restaurant Ignite Restaurant Group, Inc., et al., operate two well-known restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap that offer a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere. They operate 130+ restaurants and have three international franchise locations, and employ about 8,400 employees. On June 6, 2017, Ignite Restaurant Group and its affiliates filed for bankruptcy in Texas (Bankr. S.D. Tex. Case No. 17-33550). The petitions were signed by Jonathan Tibus, chief executive officer. Ignite Restaurant Group and its affiliated debtors sought bankruptcy protection to facilitate a sale of its business to a private equity firm for $50 million in cash plus the assumption of certain liabilities. As of April 30, 2017, the Debtors reported $153.4 million in total assets and $197.4 million in total liabilities. The Hon. David R. Jones presides over the Debtors' cases. The Debtors have employed King & Spalding LLP as legal counsel; Jonathan Tibus, managing director at Alvarez & Marsal North America, as their chief executive officer; Piper Jaffray & Co. as investment banker; Hilco Real Estate, LLC as real estate advisor; and Garden City Group as their claims and noticing agent. No trustee, examiner or official committee has been appointed. IGNITE RESTAURANT: Taps King & Spalding as Legal Counsel -------------------------------------------------------- Ignite Restaurant Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire King & Spalding LLP as legal counsel. The firm will provide legal services to the company and its affiliates in connection with their Chapter 11 cases. These services include advising the Debtors regarding their duties under the Bankruptcy Code, negotiating with creditors, and assisting them in the preparation of a plan of reorganization. The hourly rates charged by the firm range from $655 to $1,190 for partners, $345 to $775 for associates, and $230 to $375 for paraprofessionals. The hourly rates for the K&S attorneys who will represent the Debtors are: Sarah Borders Partner $995 Edward Ripley Partner $860 Jeffrey Dutson Senior Associate $775 Elizabeth Dechant Associate $525 Nadia Saleem Staff Attorney $350 On the petition date, K&S held an advance payment in the amount of $68,700. Sarah Borders, Esq., disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Borders disclosed that her firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements. Ms. Borders also disclosed that no adjustments were made to either the billing rates or the financial terms of K&S' employment by the Debtors as a result of their bankruptcy filing, and that the Debtors approved a prospective budget and staffing plan for the firm's employment for the three-month period after the filing. The firm can be reached through: Sarah R. Borders, Esq. King & Spalding LLP 1180 Peachtree Street, NE Atlanta, GA 30309 About Ignite Restaurant Ignite Restaurant Group, Inc., et al., operate two well-known restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap that offer a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere. They operate 130+ restaurants and have three international franchise locations, and employ about 8,400 employees. On June 6, 2017, Ignite Restaurant Group and its affiliates filed for bankruptcy in Texas (Bankr. S.D. Tex. Case No. 17-33550). The petitions were signed by Jonathan Tibus, chief executive officer. Ignite Restaurant Group and its affiliated debtors sought bankruptcy protection to facilitate a sale of its business to a private equity firm for $50 million in cash plus the assumption of certain liabilities. As of April 30, 2017, the Debtors reported $153.4 million in total assets and $197.4 million in total liabilities. The Hon. David R. Jones presides over the Debtors' cases. The Debtors have employed King & Spalding LLP as legal counsel; Jonathan Tibus, managing director at Alvarez & Marsal North America, as their chief executive officer; Piper Jaffray & Co. as investment banker; Hilco Real Estate, LLC as real estate advisor; and Garden City Group as their claims and noticing agent. No trustee, examiner or official committee has been appointed. IGNITE RESTAURANT: Taps Piper Jaffray as Investment Banker ---------------------------------------------------------- Ignite Restaurant Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Piper Jaffray & Co. as investment banker. The firm will provide these services in connection with the Chapter 11 cases of the company and its affiliates: (a) review and analyze the Debtors' business, financial condition and prospects; (b) assist the Debtors or participate in negotiations with their creditors, suppliers, lessors and other parties; (c) if the Debtors determine to undertake any sale or restructuring, advise and assist them in structuring and effecting such transaction; (d) assist the Debtors in preparing materials to be used in soliciting potential purchasers with respect to any sale, and in negotiating with those purchasers; and (e) provide the Debtors with financial advice, and assist them in developing any restructuring and in negotiating with entities or groups affected by the restructuring. Piper Jaffray will receive a monthly fee of $100,000 on the 15th day of each month. Fifty percent of each monthly fee received will be credited against the amount of the applicable one-time "restructuring fee." In the event of a sale, the firm will receive a restructuring fee equal to these in step-up increments: (a) 1.5% of the transaction value of a restructuring, up to $75 million; plus (b) 2.5% of the transaction value above $75 million and up to the total amount of the "secured obligations;" plus (c) 4% of the transaction value over and above the total amount of the secured obligations. Piper Jaffray will be paid a $500,000 restructuring fee in the event of a sale that is consummated with a credit bid from the Debtors' first lien lenders, the administrative agent for the lenders, or in each case their respective successors or assigns, and in the absence of a third party stalking horse bid for a transaction value that is equal to or less than $75 million. For any restructuring that is not a sale, the firm will get a restructuring fee of $500,000. Teri Stratton, managing director of Piper Jaffray, disclosed in a court filing that the firm's professionals who will be providing the services do not hold any interest adverse to the Debtors. The firm can be reached through: Teri Stratton Piper Jaffray & Co. 71 S. Wacker Drive Hyatt Center, 24th Floor Chicago, IL 60606 Tel: +1 312 267-5151 About Ignite Restaurant Ignite Restaurant Group, Inc., et al., operate two well-known restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap that offer a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere. They operate 130+ restaurants and have three international franchise locations, and employ about 8,400 employees. On June 6, 2017, Ignite Restaurant Group and its affiliates filed for bankruptcy in Texas (Bankr. S.D. Tex. Case No. 17-33550). The petitions were signed by Jonathan Tibus, chief executive officer. Ignite Restaurant Group and its affiliated debtors sought bankruptcy protection to facilitate a sale of its business to a private equity firm for $50 million in cash plus the assumption of certain liabilities. As of April 30, 2017, the Debtors reported $153.4 million in total assets and $197.4 million in total liabilities. The Hon. David R. Jones presides over the Debtors' cases. The Debtors have employed King & Spalding LLP as legal counsel; Jonathan Tibus, managing director at Alvarez & Marsal North America, as their chief executive officer; Piper Jaffray & Co. as investment banker; Hilco Real Estate, LLC as real estate advisor; and Garden City Group as their claims and noticing agent. No trustee, examiner or official committee has been appointed. INDUSTRIE SERVICE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Industrie Service, LLC 230 Brookshire Road Greer, SC 29651 Business Description: Service establishment equipment companies industry Chapter 11 Petition Date: June 16, 2017 Case No.: 17-02995 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Judge: Hon. Helen E. Burris Debtor's Counsel: William G. McCarthy, Jr., Esq. MCCARTHY, REYNOLDS & PENN, LLC 1517 Laurel Street (29201) PO Box 11332 Columbia, SC 29211-1332 Tel: (803) 771-8836 Fax: 803-753-6960 E-mail: bmccarthy@mccarthy-lawfirm.com - and - William Harrison Penn, Esq. MCCARTHY, REYNOLDS & PENN, LLC 1517 Laurel Street (29201) PO Box 11332 Columbia, SC 29211-1332 Tel: 803-771-8836 Fax: 803-753-6960 E-mail: hpenn@mccarthy-lawfirm.com Total Assets: $1.58 million Total Liabilities: $9.20 million The petition was signed by Hansjuergen Blum, chief director officer/owner. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/scb17-02995.pdf J2 CLOUD: Moody's Rates Proposed $550MM Senior Unsecured Notes Ba3 ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 (LGD4) to j2 Cloud Services, LLC's proposed $550 million senior unsecured notes. Cloud Services is a subsidiary of j2 Global, Inc. ("j2" or "the company") and this rating is in line with the existing rating for the debt class. Proceeds from this new debt raise will be used to redeem existing 8% senior unsecured notes as well as repay $225 million drawn on j2's credit facility. While the financing modifies the company's capital structure, its modest size does not materially impact j2's credit profile. All other ratings including the company's B1 corporate family rating ("CFR") and stable outlook are unchanged. j2's pro forma capital structure will include approximately $550 million of senior unsecured debt issued by the company's operating subsidiary, Cloud Services, and $402.5 million of convertible notes due 2029 at the parent level, j2. The Ba3 rating on the proposed senior unsecured notes is one notch higher than the CFR given support from the structurally subordinated, unrated convertible notes which provides holders of the new notes a priority claim on the cash flows of the operating subsidiary. The new unsecured notes, unlike the preceding unsecured debt at Cloud Services, will not benefit from a downstream guarantee from the parent, j2. This removes the claim on cash and other assets at the parent level, including the equity of j2's digital media operating subsidiary. Despite this lack of recourse to the digital media business, Moody's maintains the Ba3 instrument rating at Cloud Services due to this subsidiary's improved scale and significant cash flows. Cloud Services' mature internet fax business, the primary driver of the subsidiary's cash flows, has exhibited a long decline tail which helps support the development and growth potential of Cloud Services' other cloud services segment, which includes cloud backup, email security, and email marketing. Cloud Services has grown revenues by a cumulative 40% since Moody's assigned its initial ratings in 2012. Further, total revenue of the Cloud Services subsidiary in the first quarter ended March 31, 2017 represented approximately 56% of j2's revenues, with j2's digital media properties accounting for approximately 44% of the total. The bulk of j2's EBITDA is generated by its Cloud Services subsidiary, which represented approximately 75% of the company's EBITDA (as adjusted by j2) in 2016. Moody's believes this improved scale offsets the loss of recourse to cash flows associated with the digital media subsidiary. RATINGS RATIONALE j2's B1 CFR reflects its strong credit metrics including low leverage, high coverage ratios, healthy margins, strong revenue growth, and very good liquidity. With very low capital intensity and low borrowing costs, the company generates strong cash flows, maintains large cash balances, and employs a relatively conservative financial policy, investing the bulk of cash flows into growing its businesses. This growth has likely contributed to j2's equity market capitalization increasing to approximately $4 billion, which represents a significant source of alternative liquidity for unsecured bond holders, especially given the proposed repayment of secured debt and now fully unencumbered nature of the company's assets. These strengths are offset by execution risks related to j2's aggressive expansion into new business segments with weaker margin profiles than the company's legacy offerings. Moody's also has concerns about the long term stability and viability of Cloud Services' internet fax business. With new digital platforms providing alternative means for sending documents and with key patents expiring, the company's competitive position in the internet fax market remains at risk of weakening despite current customer stickiness, low price points and functional value. Despite end market diversification efforts, the internet fax business and smaller legacy, cloud-based voice services business still dominate, representing approximately 37% of j2's total revenue for the first quarter ended March 31, 2017 and a sizable majority of operating income. While increased diversification away from these legacy services is a positive given their likely future vulnerability, the company's growth into businesses with weaker economics has placed some pressure on key credit metrics such as EBITDA margin, leverage, interest coverage, and free cash flow to debt. Moody's expects j2 to have very good liquidity over the next twelve months. Through the combination of high margins from the legacy internet fax/voice business and growth from the other cloud services segment of Cloud Services and its digital media subsidiary, j2 continues to generate strong cash flows. As the company works to scale recent acquisitions and acquire new businesses, Moody's expects continued growth in free cash flow, which totaled over $250 million in 2016 despite a meaningful dividend payout to shareholders of $66 million. Following this proposed financing, j2 will no longer have a revolving credit facility which, although not necessarily needed given the company's strong liquidity, makes liquidity less strong than it would be with a facility in place. The indenture which governs the company's proposed senior unsecured notes is subject to one financial covenant which limits restricted payments when leverage is 3.0x or higher. Moody's expects j2 will remain in compliance with this constraint. The company has no debt maturing in the near term. Despite j2's fully unencumbered capital structure, Moody's does not believe the company will need to divest assets to fund operational expenses or strategic activities given strong liquidity. Moody's could upgrade the ratings if leverage (Moody's adjusted) trended towards 1.0x, on a sustained basis and free cash flow to debt (Moody's adjusted) was sustained above 20%. Moody's could downgrade the ratings if leverage (Moody's adjusted) was sustained at or above 3.0x or free cash flow to debt (Moody's adjusted) fell below 10% on sustained basis. A negative rating action would also be considered if the company adopted aggressive financial policies. The stable outlook is based on Moody's view that the company will maintain revenue growth, mainly through acquisitions, and continue to generate meaningful EBITDA and free cash flow. Based in Los Angeles, CA, j2 Global, Inc. is a provider of business cloud services and digital media. The majority of the Cloud Services subsidiary includes phone number-based, direct dial-in products, primarily unified voice and electronic fax services. The Cloud Services subsidiary also includes non-number-based services, specifically backup and storage, email security, and customer relationship management services. J2's other main subsidiary, Digital Media, specializes in the technology, gaming and health and wellness markets, selling services to consumers and businesses. Digital Media primarily consists of a portfolio of Ziff Davis web properties. For the last 12 months ended March 31, 2017, j2 generated approximately $900 million in revenue. The principal methodology used in this rating was Telecommunications Service Providers published in January 2017. J2 GLOBAL: S&P Affirms 'BB' CCR on Proposed Refinancing ------------------------------------------------------- S&P Global Ratings affirmed its 'BB' corporate credit rating on Los Angeles-based j2 Global Inc. The outlook is stable. At the same time, S&P assigned its 'BB' issue-level and '3' recovery ratings to the company's recently announced $550 million senior unsecured notes. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. Finally, S&P is lowering its issue-level rating on the company's convertible notes from 'BB-' to 'B+' and revising the recovery rating from '5' to '6'. "The rating affirmation reflects our expectation that j2 Global's adjusted leverage, pro forma for the acquisition of Everyday Health and senior notes offering, will be in the low-2x area and decline to the high-1x area over the next 12 months," said S&P Global Ratings credit analyst Dee Banson. S&P believes that operating performance will continue to improve as the company integrates Everyday Health and other small tuck-in acquisitions. The stable outlook on j2 Global reflects the company's steady and growing revenue base, good cash flow generation, and S&P Global Ratings' expectation that the company will continue to successfully integrate acquisitions while maintaining leverage below the mid-2x area. S&P could lower the rating if profitability declines because of competitive pressure, the presence of alternative technologies, or if acquisition-integration issues cause leverage to approach 3x. An upgrade over the next 12 months is unlikely given j2 Global's high revenue concentration in fax and voice services. However, S&P could consider an upgrade if the company gains greater diversity and meaningful scale across its businesses while committing to its existing conservative financial policy. JABEZ L INC: Seeks to Hire Interstate Auction as Broker ------------------------------------------------------- Jabez L, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a broker in connection with the sale of its properties in DeKalb County, Georgia. The Debtor proposes to hire Interstate Auction Management Corp. to market the properties for a listing price of $800,000, and pay the firm a commission of 7% of the gross sale price. The properties to be sold include the Debtor's billboard lease, and real estate. The Debtor's coin laundry business and the equipment it uses to operate the business are excluded from the sale. Matthew Levin, a real estate agent, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Interstate Auction can be reached through: Matthew J. Levin Interstate Auction Management Corp. 3300 Holcomb Bridge Road, Suite 250 Peachtree Corners, GA 30092 Phone: 770-209-1700 About Jabez L, Inc. Jabez L, Inc. filed a chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-57835) on May 1, 2017, listing under $1 million in both assets and liabilities. Paul Reece Marr, P.C. is the Debtor's bankruptcy counsel. JACK COOPER: June 14 is the Record Date for Plan Solicitation ------------------------------------------------------------- Jack Cooper Enterprises, Inc. and Jack Cooper Holdings Corp. announced that the Company signed a definitive restructuring support agreement with an ad hoc group of holders of the JCHC 9.25% Senior Secured Notes due 2020 on the terms of a consensual restructuring transaction. Pursuant to the terms of the JCHC Support agreement, the Company amended the terms of the offer to purchase any and all of the outstanding JCEI 10.50%/11.25% Senior PIK Toggle Notes due 2019 for cash and a related solicitation of consents to amend the JCEI Notes and related indenture and to a general release and waiver of claims as well as the offer to exchange any and all of the JCHC Notes for (a) cash and (b) warrants issued by JCEI exercisable for shares of Class B common stock of JCEI and a related solicitation of consents to amend the JCHC Notes and related indenture, release the collateral securing the JCHC Notes and consent to a general release and waiver of claims. As previously announced, in conjunction with the Amended Offers, the Company is also soliciting votes to accept a prepackaged plan of reorganization. The Offering Memorandum and Disclosure Statement noted that June 14, 2017, is the Record Date for purposes of the Plan Solicitation and that the persons in whose name the Existing Notes are registered as of the Record Date are eligible to vote on the Plan. The Company is making this disclosure to clarify that, to the extent Existing Notes are transferred on or after the Record Date and the holder of the Existing Notes who is the transferor had not previously executed and returned a ballot voting on the Plan, the right to vote on the Plan will also transfer with the Existing Notes to the transferee of those notes. About Jack Cooper Jack Cooper Enterprises, Inc., is the direct parent of Jack Cooper Holdings Corp., based in Kansas City, MO, a leading provider of over-the-road transportation of automobiles, SUVs and light trucks in the U.S. and Canada. Jack Cooper reported a net loss of $33.27 million on $667.84 million of operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $69.91 million on $728.58 million of operating revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Jack Cooper had $284.81 million in total assets, $642.18 million in total liabilities and a total stockholders' deficit of $357.37 million. * * * As reported by the TCR on June 13, 2017, S&P Global Ratings said that it revised its corporate credit rating on Jack Cooper Holdings Corp. to 'D'. Jack Cooper announced that it has elected not to pay the June 1, 2017, interest payment due on its 9.25% senior secured notes due in 2020. S&P does not believe Jack Cooper Holdings will make this interest payment or any other payments on its debt obligations and expect a general default given ongoing negotiations with noteholders. In November 2016, Moody's Investors Service downgraded the ratings of Jack Cooper Enterprises, Inc., including its Probability of Default Rating ("PDR") to 'Ca-PD' from 'Caa2-PD' and its Corporate Family Rating ("CFR") to 'Caa3' from 'Caa2'. JACK COOPER: June 29 Deadline for Tender Offer & Prepack Plan Vote ------------------------------------------------------------------ Jack Cooper Enterprises, Inc., and Jack Cooper Holdings Corp. are restructuring $430 million of debt through a cash tender offer out-of-court, or through a Chapter 11 filing by July 12, 2017, in Delaware if consents are not received from holder of at least 97% of noteholders. JCEI, on June 15, 2017, said it extended to June 29, 2017, its cash tender offer to purchase any and all of the JCEI 10.50%/ 11.25% Senior PIK Toggle Notes due 2019 and exchange offer for any and all of Jack Cooper Holdings Corp.'s 9.25% Senior Secured Notes due 2020 for cash and warrants to purchase shares of non-voting common stock of JCEI. Under the amended offer, the Company is offering to purchase JCEI Notes with total principal amount outstanding of $58,640,415 for cash equal to $138.50 plus a consent payment/forbearance fee of $11.50 for each $1,000 principal of the holders' JCEI Notes. In addition, the Company is offering to purchase JCHC notes with total principal amount outstanding of $375,000,000 for $500 in cash and 0.825 warrants to purchase shares of Class 5, plus a consent payment/forbearance fee of $50, for each $1,000 principal of the holders' JCHC notes. In conjunction with the amended offers, the Company is also soliciting votes to accept a prepackaged plan of reorganization. JCEI and JCHC, said they have already signed a definitive restructuring support agreement with an ad hoc group of holders of 77.4% of the JCHC 9.25% Senior Secured Notes due 2020, which members have agreed to tender their existing notes and vote in favor of a Chapter 11 Plan for JHCK and JEIC. The Ad Hoc Group is also working together with other noteholders that together with the Ad Hoc Group hold approximately 89.2% of the JCHC Notes and 26.1% of the JCEI 10.50%/11.25% Senior PIK Toggle Notes due 2019. The consummation of the offering is conditioned upon the Company receiving consents from holders of at least 97% in aggregate principal amount of outstanding JCEI Notes and 97% in aggregate principal amount of outstanding JCHC Notes. In the event the conditions to the consent solicitations are not satisfied, but the Company receives votes to accept the Plan such that such holders' respective classes constitute an accepting class for purposes of Section 1129(a)(8) the Bankruptcy Code, which requires votes to accept the Plan from the holders of (i) at least 66-2/3% in aggregate principal amount of each series of existing notes that cast Ballots with respect to the Plan and (ii) more than 50% in number of holders of each series of Existing notes that cast Ballots with respect to the Plan, the Company plans to file Chapter 11 cases to consummate the Plan. In addition, if at any time the Company for any reason determines that it would be advantageous, the Company may also seek to file petitions under Chapter 11 of the Bankruptcy Code to consummate the Plan. To be eligible to receive the Total Consideration, eligible holders must validly tender their Existing Notes, deliver Consents, vote to accept the Plan and enter into the applicable Support Agreement before 12:01 a.m., New York City time, on June 29, 2017. As of 5:00 p.m., New York City time, on June 14, 2017, 69.62% of the JCEI Notes had been validly tendered and not withdrawn and 3.18% of the JCHC Notes had been validly tendered and not withdrawn in the original offers. The Information Agent and the Tender and Exchange Agent is D.F. King & Co., Inc., which may be contacted at (212) 269-5550 (for banks and brokers) or (800) 755-7250 (for noteholders) or by e-mail at jc@dfking.com The voting agent is Donlin, Recano & Company, Inc., which may be contacted at (212) 481-1411 or by e-mail at DRCVote@DolinRecano.com Terms of Chapter 11 Plan The Prepackaged Plan provides that creditors will receive reinstatement of their allowed claims in accordance with Section 1124(2) of the Bankruptcy Code with respect to: (i) Prepetition ABL Credit Facility in the aggregate principal amount of not less than $69.76 million, (ii) Prepetition MSD Term Loan Claims in the aggregate principal amount of not less than $62.5 million, and (iii) the Solus Term Loan Facility claims in the principal amount of not less than $41.0 million. Pursuant to the Plan, all outstanding Existing Notes will be cancelled and discharged. Holders of JCEI Notes will receive $138.50 in cash for each $1,000 principal amount of such holder's JCEI Notes. Holders of JCHC Notes that will receive (i) $500 in cash and (ii) 0.825 of Plan Warrants for each $1,000 principal amount of such holder's JCHC Notes. As to general unsecured claims, each holder will receive, at the Debtors' option: (i) payment in full, in cash, of the unpaid portion of its allowed general unsecured claim; or (ii) reinstatement of its allowed general unsecured claim pursuant to section 1124(2) of the Bankruptcy Code (including any cash necessary to satisfy the requirements for reinstatement). All existing equity interests in JCEI shall be unaffected and the holder thereof shall retain all legal, equitable and contractual rights to which holders of such interest are otherwise entitled. The Company will commence the Chapter 11 Cases in the United States Bankruptcy Court for the District of Delaware. Termination Events The Consenting Noteholders' support to the restructuring under the Support Agreement will terminate on: (i) 11:59 p.m. (Eastern Time) on July 7, 2017, unless the Company Parties shall have received votes in favor of the Plan from the holders of the Existing JCHC Notes and the Existing JCEI Notes in the Chapter 11 Solicitation sufficient to receive Plan Approval; (ii) 11:59 p.m. (Eastern Time) on July 7, 2017, unless legal counsel to the Consenting Noteholders shall have received a certificate, dated as of July 7, 2017, from an officer of the Company Parties addressed to the Consenting Noteholders stating that the New Secured Notes Priority Leverage Ratio (as used in the Solus Commitment Letter) does not exceed 4.50 to 1.00 based upon the Updated Forecast (prepared as of July 7, 2017 in good faith based upon reasonable assumptions and "addbacks", in each case, consistent with past EBITDA forecasts) after giving effect on a pro forma basis to (a) the Plan and (b) the payment of all fees and expenses in connection therewith; (iii) 11:59 p.m. (Eastern Time) on July 12, 2017, unless JCHC has commenced the Chapter 11 Cases; (iv) three business days after the Petition Date, or such later date to which the Required Consenting Noteholders agree in writing, unless prior thereto the Bankruptcy Court has entered the Interim DIP Financing Order and/or Cash Collateral Order, authorizing the Debtor Parties to use the DIP financing and/or cash collateral on an interim basis, and scheduling a final hearing with respect to such matters; (v) 35 calendar days after the Petition Date, or such later date to which the Required Consenting Noteholders agree in writing, unless prior thereto the Bankruptcy Court has entered the Final DIP Financing Order and/or Final Cash Collateral Order, authorizing the Debtor Parties to use DIP financing and/or cash collateral on a final basis; (vi) Aug. 21, 2017, or such later date to which the Required Consenting Noteholders agree in writing, unless prior thereto the Bankruptcy Court has entered the Confirmation Order; (vii) Sept. 5, 2017, or such later date to which the Required Consenting Noteholders agree in writing, unless prior thereto the Plan Effective Date has occurred. Parties' Advisors Jack Cooper Enterprises may be reached at: Theo A. Ciupitu Executive Vice President and General Counsel Jack Cooper Enterprises Inc. 630 Kennesaw Due West Road Kennesaw, Georgia 30152 E-mail: tciupitu@jackcooper.com JCEI and JCHC are represented by King & Spalding LLP as counsel: Keith Townsend, Esq. Sarah Borders, Esq. KING & SPALDING LLP 1180 Peachtree Street, 33rd Floor Atlanta, GA 30309 Telecopy: (404) 572-5100 E-mail: ktownsend@kslaw.com sborders@kslaw.com The Consenting Noteholders tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, and Perella Weinberg Partners LP and CDG Group, LLC, as financial advisors. The Consenting Noteholders' attorneys may be reached at: Danny Golden, Esq. Lisa Beckerman, Esq. Stephen Kuhn, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10005 Telecopy: (212) 872-1002 E-mail: dgolden@akingump.com lbeckerman@akingump.com skuhn@akingump.com A full-text copy of the Restructuring Support Agreement is available for free at https://is.gd/SgLnun A full-text copy of the Financial Projections is available at: https://is.gd/P6zReJ A full-text copy of the Liquidation Analysis is available at: https://is.gd/xHSB0P About Jack Cooper Jack Cooper Holdings Corp. is a specialty transportation and other logistics provider and the largest over-the-road finished vehicle logistics company in North America. The Company provides premium asset-heavy and asset-light based solutions to the global new and previously-owned vehicle markets, specializing in finished vehicle transportation and other logistics services for major automotive original equipment manufacturers and for fleet ownership companies, remarketers, dealers and auctions. The Company is a certified Woman-Owned Business Enterprise by the Woman's Business Enterprise Council. The Company does not expect the consummation of the Amended Offers to impact its certification by the WBENC. Jack Cooper reported a net loss of $33.27 million on $667.84 million of operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $69.91 million on $728.58 million of operating revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Jack Cooper had $284.81 million in total assets, $642.18 million in total liabilities and a total stockholders' deficit of $357.37 million. JACK COOPER: Solus Signs Commitment Letter for New Secured Notes ---------------------------------------------------------------- Jack Cooper Holdings Corp. expects to issue and sell a new series of 13.75% senior secured notes due 2023 concurrently with the consummation of the offer to exchange $435 million of notes for cash and warrants or a restructuring through a prepackaged Chapter 11 plan, as applicable. The New Secured Notes will be issued through a private placement pursuant to Section 4(a)(2) of the Securities Act to fund, together with cash-on-hand, the cash portions of the Amended Offers and to pay fees and expenses incurred by the Company in connection with the Amended Offers and the New Secured Notes Offering. On March 9, 2017, the Company entered into a non-binding term sheet related to the proposed private New Secured Notes Offering with Solus Alternative Asset Management LP and on June 15, 2017, the Company entered into a commitment letter with Solus which provides for certain amendments to the term sheet. Pursuant to the Commitment Letter, Solus has agreed to a financing commitment fee in cash as follows: (i) 0.75% if the Amended Offers are consummated, which will be payable upon the Settlement Date; and (ii) 1.0% if the Amended Offers are not consummated and the restructuring is implemented pursuant to the Plan, which will be payable upon consummation of the Plan. As consideration for the Commitment Letter, the Company has agreed to pay to Solus a backstop fee equal to $2,000,000, which will be payable in full on either (i) if the purchase, redemption, exchange or other repayment, as applicable, of the Existing Notes is effectuated pursuant to the Amended Offers, on the Settlement Date; or (ii) if the purchase, redemption, exchange or other repayment, as applicable, of the Existing Notes is effectuated pursuant to the Plan, the effective date of the Plan. In addition, if the Company consummates an alternative refinancing transaction prior to March 31, 2018 or pursuant to a binding commitment entered into prior to March 31, 2018 that results in the purchase, redemption, exchange or other repayment of any of the Existing Notes with a cash component funded by debt with a person other than Solus, then the Company will pay Solus a fee in cash in an amount equal to (i) $1,706,250 if such alternative transaction occurs prior to July 12, 2017 or (ii) $2,275,000 if such alternative transaction occurs on or after July 12, 2017, and cause JCEI distribute Solus Warrants equal to 7.5% of the pro forma fully-diluted equity of JCEI upon the closing of such alternative transaction. The Company expects the New Secured Notes to be issued pursuant to an indenture, to be dated as of the date of closing (the "New Secured Notes Indenture"), by and among JCHC, the guarantors party thereto, and U.S. Bank National Association, as trustee. Interest on the New Secured Notes issued would accrue at a rate of 13.75% per annum. The principal amount of New Secured Notes JCHC would issue will depend on the participation in the Amended Offers and the Consent Solicitations. Pursuant to the Commitment Letter, the issuance and sale of the New Secured Notes will be conditioned upon, among other things: (1) the satisfaction or waiver by Solus of the requirement that at least 97% of the aggregate principal amount of outstanding Existing JCEI Notes be tendered in the Tender Offer and at least 97% of the aggregate principal amount of outstanding Existing JCHC Notes be tendered for exchange in the Exchange Offer and (2) no material adverse effect occurring. In addition, (x) any issuance of New Secured Notes in connection with the Plan would be further conditioned upon compliance with a New Secured Notes Priority Leverage Ratio (as defined below) as of the effective date of the Plan not exceeding 4.50 to 1.00 on a pro forma basis giving effect to (i) the transactions contemplated by the Plan and (ii) payment of all fees and expenses incurred by the Company in connection therewith and (y) any issuance of New Secured Notes in connection with the Amended Offers would be further conditioned upon compliance with a New Secured Notes Priority Leverage Ratio not exceeding 4.50 to 1.00 on a pro forma basis giving effect to (i) the Amended Offers and (ii) payment of all fees and expenses incurred by the Company in connection therewith. The "New Secured Notes Priority Leverage Ratio" means the ratio of: (i)(a) the aggregate principal amount of the New Secured Notes (which amount will exclude the Commitment Fee) plus all indebtedness of JCHC and its restricted subsidiaries secured by liens senior in priority to the New Secured Notes less (b) unrestricted cash and cash equivalents of JCHC and its restricted subsidiaries; to (ii) the lower of (a) $86 million and (b) JCHC's then current internal pro forma Adjusted EBITDA forecast for the four full consecutive fiscal quarters commencing immediately following the date the New Secured Notes are to be issued. In addition, Solus would receive a number of warrants to purchase shares of Class B common stock (the "Solus Warrants") equal to 27.5% of the outstanding equity of JCEI, on a fully diluted basis after giving effect to the consummation of the Amended Offers, at an exercise price of $0.01 per share. Assuming 100% participation in the Amended Offers, entities affiliated with Solus would receive 850,751 Solus Warrants. The Solus Warrants issuable pursuant to the Amended Offers and Consent Solicitations will have the same terms as the warrants issued pursuant to the Amended Offers. The Solus Warrants issuable in connection with funding the Amended Offers or the restructuring transaction under the Plan, as applicable, will have substantially the same terms as the warrants issued pursuant to the Plan, or the warrants issued pursuant to the Amended Offers, as applicable, except the warrants issued pursuant to the Plan will be issued pursuant to the exemption provided by section 1145 of the Bankruptcy Code, and therefore will be freely tradable without registration under the Securities Act. The New Secured Notes Indenture will contain certain covenants, including covenants which, subject to certain exceptions, will limit the ability of JCHC and its restricted subsidiaries (as defined in the New Secured Notes Indenture) to incur additional indebtedness, engage in certain asset sales, make certain types of restricted payments, engage in transactions with affiliates and create liens on assets of JCHC or the guarantors. The New Secured Notes would be guaranteed on a full and unconditional basis by all of JCHC's domestic subsidiaries. The New Secured Notes would also be secured by substantially all of the assets of JCHC and its domestic subsidiaries, including the outstanding equity of JCHC's domestic subsidiaries and 65% of the outstanding equity of the JCHC's first tier foreign subsidiaries, with such lien being a first priority lien on all such assets other than the Company's accounts receivable, inventory, trucks, trailers, tractors and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located, certain other related assets and, in each case, the proceeds thereof, which secure, on a first priority basis, the Company's credit facilities with Wells Fargo Capital Finance, LLC ("Wells Fargo"), MSD JC Investments, LLC ("MSD") and Solus. The Company refers to the collateral that would secure the New Secured Notes as the "notes collateral" and the collateral securing our credit facilities as the "ABL collateral." It is expected that concurrently with the completion of the Amended Offers and the Consent Solicitations and the issuance of the New Secured Notes, the notes collateral securing the Existing JCHC Notes will be released. The New Secured Notes will be secured on a subordinated basis with respect to the ABL collateral securing JCHC's revolving credit facility, the MSD Term Loan and the Solus Term Loan. Solus can be reached at: Solus Alternative Asset Management LP 410 Park Avenue New York, NY 10022 Attention: Tom Higbie & Jon Zinman E-mail: thigbie@soluslp.com jzinman@soluslp.com Solus' attorneys: Samantha Good, P.C., Esq. Brian Ford, Esq. KIRKLAND & ELLIS LLP 555 California Street San Francisco, CA 94104 E-mail: Samantha.good@kirkland.com bford@kirkland.com About Jack Cooper Jack Cooper Holdings Corp. is a specialty transportation and other logistics provider and the largest over-the-road finished vehicle logistics company in North America. The Company provides premium asset-heavy and asset-light based solutions to the global new and previously owned vehicle markets, specializing in finished vehicle transportation and other logistics services for major automotive original equipment manufacturers and for fleet ownership companies, remarketers, dealers and auctions. The Company is a certified Woman-Owned Business Enterprise by the Woman's Business Enterprise Council. The Company does not expect the consummation of the Amended Offers to impact its certification by the WBENC. Jack Cooper reported a net loss of $33.27 million on $667.84 million of operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $69.91 million on $728.58 million of operating revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Jack Cooper had $284.81 million in total assets, $642.18 million in total liabilities and a total stockholders' deficit of $357.37 million. JOON INSTRUMENTAL: Barred From Using Wells Fargo Cash Collateral ---------------------------------------------------------------- U.S. Bankruptcy Judge August B. Landis for the District of Nevada entered an order denying Joon Instrumental Music Corp.'s motion for authority to use cash collateral and prohibiting the Debtor from using, selling and/or otherwise leasing any cash collateral. Judge Landis denied the Debtor's Motion because the Debtor has failed to meet its burden under 11 U.S.C Sec.363(p)(1). He determined that the Debtor has no equity in the cash collateral and inventory. On the other hand, Wells Fargo Commercial Distribution Finance, LLC, has established that it has a valid, first priority security interest in cash collateral and in the Debtor's inventory. Judge Landis also found that the Debtor's obligations to Wells Fargo are undersecured, and the Debtor has not offered adequate protection to Wells Fargo. About Joon Instrumental Music Corp. Based in Las Vegas, Nevada, Joon Instrumental is a piano store offering a full line of name-brand digital pianos, like Yamaha, Kurzweil, Roland, Casio, Kawai, Nord, and more. The Company is also the authorized dealer for many brands of band and orchestra instruments, including: Armstrong, Avanti, Bach, Benge, C.G. Conn, Emerson, King, Galway Spirit Flutes, Glaesel, Henri, Selmer Paris, Holton, Leblanc, Ludwig, Musser, Noblet, Prelude, Scherl & Roth, Selmer, William Lewis & Son, Vito and Yanagisawa. Joon Instrumental Music Corp., based in Las Vegas, Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-12705) on May 21, 2017. Duck Rim, president, signed the petition. The Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. August B. Landis presides over the case. Bryan Naddafi, Esq., at Olympia Law, P.C., serves as bankruptcy counsel. KATY INDUSTRIES: Gabelli Funds et al Hold 18.23% Stake as of June 9 ------------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Gabelli Funds, GAMCO, Teton Advisors and MJG Associates disclosed that as of June 9, 2017, they beneficially own an aggregate of 1,449,830 shares of Katy Industries, Inc., representing 18.23% of the 7,951,176 shares outstanding as reported in the Issuer's most recent Form 10-Q for the quarterly period ended Sept. 30, 2016. The Reporting Persons beneficially own those Securities as follows: Shares of % of Class Common of Common Name Stock Stock ---- --------- ---------- Gabelli Funds 610,000 7.67% GAMCO Asset Management Inc. 564,080 7.09% Teton Advisors, Inc. 260,000 3.27% MJG Associates, Inc. 15,750 0.20% A full-text copy of the regulatory filing is available at: https://is.gd/tFqD7v About Kay Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, is a manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. Katy Industries, Inc., and its affiliates filed voluntary petitions for relief under the Bankruptcy Code (Bankr. D. Del. Case No. 17-11101) on May 14, 2017. Katy Industries disclosed assets at $821,321 and liabilities at $58,421,346. The petitions were signed by Lawrence R. Perkins of SierraConstellation Partners LLC, who serves as the Debtors' chief restructuring officer. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel. Lincoln Partners Advisors LLC serves as their investment banker. KEELER'S MEDICAL: Seeks Cash Access for At Least 30 Days -------------------------------------------------------- Keeler's Medical Supply, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Washington to consider and approve its emergency use of cash collateral pursuant to a budget. The Debtor does not own any real property. The building located at 2001 West Lincoln Avenue in Yakima, Washington is owned by Vetsch Investments, LLC, which is leased to the Debtor on a monthly basis for $7,500. The Debtor is in immediate need of the use of cash collateral in order to protect, preserve and liquidate its assets as well as pay its employees. The Debtor's payroll is paid every two weeks and each payroll is $15,000 plus applicable taxes. The Budget provides for monthly operating expenses of $60,000 -- half of which constitutes payroll, including payroll for work that was performed with the two weeks prior to the filing of the bankruptcy petition. The other significant expenses are for insurance, utilities, billing software, building lease, vehicle leases and vehicle fuel. The Debtor believes that the Internal Revenue Service has a first priority lien against its accounts and accounts receivable pursuant to one or more Notices of Federal Tax Lien. The Debtor also believes that the amount of the IRS liens exceeds the value of all of the Debtor's accounts and accounts receivable. Given the size of the Debtor's tax debts together with the current Medicare/Medicaid reimbursement rates, the Debtor claims that it is unlikely that its Chapter 11 proceeding will result in a plan of reorganization, but instead a controlled plan of liquidation is more likely. However, the Debtor asserts that an immediate shutdown or putting its business in the hands of a Chapter 7 Trustee would have a significant adverse effects for the Debtor's patients, especially oxygen patients who rely on the Debtor to deliver oxygen regularly. Currently, the Debtor intends to continue operation only so long as is required in order to safely transition their existing clients to other providers and develop an orderly plan of liquidation which will maximize the value of the Debtor's existing assets. Accordingly, the Debtor believes that at least 30 days of cash collateral usage in accordance with the Budget will be required in order to allow the Debtor to transition patients and develop a liquidation plan. The Debtor is also in the process of exploring the possibility that Vetsch Investments may agree to liquidate certain real property and allow the Debtor to utilize some of the proceeds in order to fund a plan of liquidation. These discussions are ongoing and Vetsch Investments has not currently committed to any such sale. The Debtor believes that its limited use of cash collateral in order to transition its clients and prepare a plan for an orderly liquidation will protect the IRS and other creditors by maximizing the value of the Debtor's assets. In addition, the Debtor believes that it will continue to generate accounts receivable during the period it continues operating. The Debtor proposes to grant any party holding a valid, perfected, unavoidable, prepetition security interest against the cash collateral utilized by the Debtor, a replacement lien and security interest in the Debtor's post-petition accounts and receivables, in order to protect such parties against any diminution in value of the creditor's interest in cash collateral. A full-text copy of the Debtor's Motion, dated June 15, 2017, is available at https://is.gd/g6iAlN About Keeler's Medical Supply Keeler's Medical Supply, Inc., is a Washington corporation engaged in the business of selling and leasing medical supplies and equipment as well as providing services related to such medical supplies and equipment. Keeler's headquarters and principal plase of business are located at 2001 West Lincoln Avenue in Yakima, Washington. Keeler's was formed in 1971. The common stock of Keeler's is owned as follows: (a) 91.35% by the Estate of Sharon Vetsch; (b) 6.51% by Charles E. Vetsch, Jr. (the President and Chief Executive of Keeler's); and (c) 2.14% by Clinton T. Vetsch. Keeler's Medical Supply filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 17-01849) on June 15, 2017, estimating assets of up to $50,000 and liabilities of $1 million to $10 million. The petition was signed by Charles Vetsch, president. The Debtor is is represented by: Roger W. Bailey, Esq. Joshua J. Busey, Esq. Bailey & Busey PLLC 411 N. 2nd Street Yakima, Washington 98901 Tel: (509) 248-4282 Fax: (509) 575-5661 E-mail: roger.bailey.attorney@gmail.com joshua.busey.attorney@gmail.com KENNEDY WILSON: Moody's Affirms B2 Sr. Unsec. Ratings Amid Merger ----------------------------------------------------------------- Moody's Investors Service affirmed the B2 senior unsecured rating for Kennedy Wilson, Inc., following the announcement that Kennedy Wilson would acquire all the outstanding shares of Kennedy Wilson Europe Real Estate plc (KWE), an unrated entity. In the same rating action, the outlook was revised to positive from stable. Kennedy Wilson, Inc. is a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc., which is not rated by Moody's. The following ratings were affirmed: Kennedy Wilson, Inc. -- LT Corporate Family and Senior Unsecured Ratings at B2 RATINGS RATIONALE Kennedy Wilson's announcement to acquire KWE for approximately $1.4 billion is credit positive. The combined entity will have a meaningfully larger asset base, leading the company to reduce its geographical concentration, specifically, its Western U.S. exposure will decline to 42% from 67%. The acquisition will also enhance Kennedy Wilson's product mix to include office, multifamily, retail, hotel and industrial properties. Moreover, the positive outlook reflects credit metrics improvement. Specifically, Net Debt/EBITDA during the first full-year of operation as a combined entity is expected to be less than 8.0x, compared to Kennedy Wilson's Net Debt/EBITDA of 10.8x at year-end 2016. The transaction will give Kennedy Wilson a larger earning base from an expanded investment capacity. The positive outlook also reflects Moody's expectation that the transaction will close successfully during the fourth quarter of 2017. The transaction provides KWE's shareholders an option of electing to receive either all stock or a combination of approximately 52% in stock and 48% in cash and a special dividend from KWE. Following the merger, the shareholders of KWE and Kennedy Wilson are expected to own approximately 24% and 76%, respectively, of the combined company assuming all KWE's shareholders elect to receive a combination of stock and cash. Should the merger close, positive ratings movement would be predicated upon continued strength of the combined entity's operating results and leverage, as measured by reductions in key ratios including effective leverage closer to 65%, net debt / EBITDA at or below 8.0x on a consistent basis and fixed charge coverage, adjusted for noncash sales and investment gains above 2.5x. Given the potential for a significant cash outlay for the acquisition, a key component to a rating upgrade would also be predicated on Kennedy Wilson's ability to rebuild its cash position either through asset sales or an increase in its lines of credit borrowing capacity. Moody's also expects a strong liquidity position with unencumbered assets near 30% on a consistent basis. If the acquisition does not close as expected, downward ratings pressure would emerge from sustained weakness in Kennedy Wilson's future quarterly earnings or any liquidity challenges, including a significant reduction in borrowing capacity, whether due to revolver utilization and/or an increase in secured debt levels. Significant increase in leverage would also place negative pressure on the ratings. Kennedy-Wilson Holding, Inc. (NYSE: KW) is a global real estate investment company, which focuses on multifamily and commercial properties located in the Western U.S., U.K., Ireland, Spain, Italy and Japan. It owns, operates, and invests in real estate on its own and through its investment management platform. To complement its investment business, Kennedy Wilson also provides real estate services primarily to financial services clients with $17 billion in assets under management. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. LA CASA DE LA RAZA: Creditor MLG Opposes Sale of Property --------------------------------------------------------- MLG Leasing, Inc., creditor of La Casa de la Raza, Inc., filed with the U.S. Bankruptcy Court for the Central District of California its objection to the Debtor's sale of partial interest in real property to Edward St. George. A hearing on the Motion is set for June 28, 2017 at 10:00 a.m. MLG said that a more accurate description, based upon the proposed sale agreement and other documents, would have included mention of the transfer of the remaining 50% to a new corporation, thereby resulting in a transfer of ownership of the entire property. While the new corporation would be partially owned by the Debtor, the agreements, including a 99-year lease to St. George, result in surrender of control of the property, and limit the Debtor's interest to a partial ownership but with management and control in St. George or any successor. St. George can make a call for additional capital investment and if La Casa does not have funds to meet the call, additional members can be added. That appears to dilute the La Casa ownership. The assets of the Debtor are subject to the dedication to charitable purposes required by its Articles of Incorporation and the proposed transfer results in ownership in a for-profit corporation not controlled by the Debtor. When the Debtor proposed a Plan which was denied on Feb. 15, 2017, MLG alerted the Court and the Debtor in a filing dated Feb. 2, 2017 of the need to comply with California Corporation Code 5913 which requires written notice to the Attorney General no less than 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets. There is no evidence of compliance with that Code in the filing by the Debtor. The Notice of Motion to Sell a Partial Interest includes an inaccurate listing of the current liabilities of the Debtor. It omits the current property tax owed to the County of Santa Barbara based upon the currently posted amounts due on the County of Santa Barbara Tax Assessor website which makes available as public information the amount due. As of a few days ago, the amount exceeded $42,000. The Motion lists Luis Villegas and Elizabeth Gail Currans as Unsecured Claims instead of Unsecured Insider Claims. In addition to information provided to the Court in Doc 175 filed on June 9, 2017, Schedule L of the Debtor's 2015 Federal Tax Return signed in August 2016 by the then President lists Villegas as a Board Member. Also Page 14 of 27 of the Monthly Financial Report filed by Debtor on Jan. 16, 2017 which lists Currans and Villegas under "Loans from Officers, Directors." Mr. Villegas is owed $23,500. The filing dated Feb. 2, 2017 provided to the Court a copy of pertinent portions of the Articles of Incorporation and By-Laws of Debtor which limit the ability of the Board of Directors to dispose of property. This limitation is particularly true when many of the members of the Board of Directors are creditors expecting to be paid from the sale of the property. According to the Articles and By-laws, the property is currently subject to a dedication to charitable purposes. The Debtor has understated the amount owed to the Secured Creditor. The updated Claim 3 includes the interest expense incurred after the filing of the Petition on Feb. 23, 2017; not May 5, 2016 as stated on Page 2, line 7 of Doc 185 filed by Debtor. The updated claim is $717,641 as of the middle of June 2017. The Debtor has indicated in the past, as it did in its litigation against Fidelity Mortgage Lenders, Inc., that it is not aware of the amounts due under the Note. As is evidenced by documents previously filed, the Debtor acknowledged that the amounts set forth by Fidelity Mortgage were accurate after review by the President, the Board and its independent counsel, Matthew Clarke. The Debtor has tried to avoid dealing with the actual amounts due in order to attempt to justify paying less than the amount required to avoid relief from stay. The Debtor has attempted to argue that its payments which started in October 2016 satisfy that requirement. The creditor's interest in the real estate as of the filing date of the petition is the amount set forth in the Notice of Motion ($576,075 at page 4 line 14). The monthly payments do not meet the requirement of the Code. Counsel for MLG Leasing: Tony Fischer, Esq. 2208 Anacapa Street Santa Barbara, CA 93105 Telephone: (805) 563-6784 Facsimile: (805) 456-3881 E-mail: fischlaw@gmail.com About La Casa de la Raza Headquartered in Santa Barbara, California, La Casa de la Raza, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 16-10331) on Feb. 23, 2016, estimating its assets at between $1 million and $10 million and its liabilities at between $500,000 and $1 million. The petition was signed by Marisela Marquez, chief executive. Matthew M Clarke, Esq., at Christman Kelley & Clarke PC serves as the Debtor's bankruptcy counsel. LAURENTIAN BANK: S&P Assigns 'BB+' Rating on C$350MM Sub. Debt -------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' rating to Laurentian Bank of Canada's (LBC) C$350 million nonviability contingent capital subordinated debt issue. The issuer credit rating on LBC is BBB/Negative/A-2. The rating reflects S&P's analysis of the proposed instrument in accordance with its criteria for hybrid and other capital instruments, and S&P's assessment of LBC's 'bbb' stand-alone credit profile (SACP). The 'BB+' issue rating stands two notches below LBC's SACP, incorporating: -- A deduction of one notch, the minimum downward notching from the SACP under S&P's criteria for subordinated debt, reflecting contractual subordination; and -- A deduction of an additional notch to reflect that this subordinated debt issue features a contingent conversion trigger. Should a trigger event occur (as defined by the Office of the Office of the Superintendent of Financial Institutions' guideline for Capital Adequacy Requirements, Chapter 2), the subordinated debt outstanding will automatically and immediately be converted, without the holder's consent, into a number of fully paid and freely tradable common shares of the bank, determined in accordance with a conversion formula. These constitute trigger events: -- The superintendent publicly announces that the bank has been advised, in writing, that the superintendent is of the opinion that the bank has ceased, or is about to cease, to be viable and that, after the conversion or write-off, as applicable, of the notes and all other contingent instruments issued by the bank and taking into account any other factors or circumstances that are considered relevant or appropriate, it is reasonably likely that the viability of the bank will be restored or maintained; or -- A federal or provincial government in Canada publicly announces that the bank has accepted or agreed to accept a capital injection, or equivalent support, from the federal government or any provincial government of political subdivision or agent or agency thereof without which the bank would have been determined by the superintendent to be non-viable. Because, in the event that this instrument were to be converted to common equity, S&P would expect this instrument's conversion to occur at or near the point of the bank's nonviability, S&P views this mechanism as a nonviability trigger, and consider that this subordinated debt issue would be capable of absorbing losses only on a nonviability basis. S&P therefore assess the subordinated debt's equity content as "minimal." RATINGS LIST Laurentian Bank of Canada Issuer credit rating BBB/Negative/A-2 Ratings Assigned C$350 million subordinated debt BB+ LIGHTNING DOCK: No Barrier to Retain Modrall as Special Counsel --------------------------------------------------------------- Judge David T. Thuma of the U.S. Bankruptcy Court for the District of New Mexico has concluded that no conflicts of interest preclude Modrall, Sperling, Roehl, Harris & Sisk P.A.'s employment as special counsel to represent Lightning Dock Geothermal HI-01, LLC, aka Lightning Dock Geothermal No. 1 HI-01, LLC and Los Lobos Renewable Power, LLC, for the limited scope the Debtors' propose. The Debtors operate a geothermal power plant near Animas, New Mexico. Prepetition, the Kaishan Entities sold the electricity-generating equipment which the Debtors use in the geothermal plant. Thereafter, the Kaishan Entities purchased from CITIC Securities Company Limited its position in about $20 million of secured note obligations owed by Debtors. The Kaishan Entities are by far the biggest secured and unsecured creditors in the Debtors' jointly administered cases. After the Debtors filed their chapter 11 petitions, by an order entered May 2, 2017, the Court authorized Debtors to borrow up to $33,500,000 from Cyrq Energy, Inc. (the Debtors' corporate parent) The Debtors intend to use the debtor-in-possession financing to operate in Chapter 11 and to "repower" the geothermal plant by replacing the Kaishan equipment with more conventional generating equipment manufactured by Turboden S.P.A., an affiliate of Mitsubishi Heavy Industries. Subsequently, Lightning Dock filed a plan of reorganization on April 25, 2017. Under the plan, Cyrq Energy would receive all of the Reorganized Debtor's equity, in satisfaction of Cyrq Energy's pre-petition and DIP loan claims. The plan also provides the Kaishan Entities' allowed claims would be paid in full. Prepetition, Modrall represented Debtors and/or Cyrq Energy in the following matters: (A) AmeriCulture v. Cyrq Energy, Inc., Raser Power Systems, LLC, Los Lobos Renewable Power, LLC, Lightning Dock Geothermal HI-01, LLC, and David Ramirez, New Mexico State Court, No. D-623-CV-2015-00037; (B) AmeriCulture v. Oil Conservation Commission, New Mexico State Court, No. D-101-CV-2015-02731 (Debtors are not currently a party, but may be joined as defendants in the future); (C) Los Lobos Renewable Power, LLC, et al. v. AmeriCulture, Inc. et al, United States Court of Appeals for the Tenth Circuit, No. 16-2046; and (D) Rosette, Inc. v. Lightning Dock Geothermal Hi-01, LLC, New Mexico State Court, No. D-623-CV-2016. Now, the Debtors seek to retain Modrall, Sperling, Roehl, Harris & Sisk P.A. as Special Counsel to provide services as set out in the Proposed Scope of Services. In the Original Application, the Debtors sought permission to employ Modrall to, inter alia, "[p]rovide corporate or transactional legal services within the context of the Chapter 11 Cases." In the Supplement to Application, Modrall clarified that its representation would be limited to: "[T]he Pending Litigation..., water rights, operations and development of Debtor's geothermal resources in Hidalgo County, New Mexico, administrative proceedings, other litigation, including claims objections, that may arise, litigation and/or claims objections involving entities referred to as the Kaishan Group and others involved in those transactions, and other aspects of the bankruptcy proceeding that relate to the aforementioned..." At the June 5, 2017, preliminary hearing, Modrall's representative (Paul Fish) confirmed that the firm's duties would be limited to the Proposed Scope of Services, which excludes general bankruptcy advice or services. Mr. Fish stated that Modrall did not work on Debtors' plan or disclosure statement, apart from reviewing certain claim reservation language to ensure that the reorganized debtors would pursue certain causes of action. Although the Debtors may ask Modrall to file and litigate certain claim objections, but Modrall would not be permitted to investigate and object to claims generally, Walker & Associates would still continue to represent Debtors in "conducting the case," which includes "those matters which form part a part of the administration of the case under the Code, e.g., ..., assisting in the formulation of a plan and assisting the trustee in carrying out the required investigations." Zhejiang Kaishan Holding Croup Co. Ltd, Zhejiang Tongrong Energy Service Co. Ltd, and Zhejiang Kaishan Compressor Co., Ltd. objected to the application, arguing that Modrall's representation of Cyrq Energy disqualifies Modrall from acting as Debtors' special counsel in the matters proposed. The Court overruled Kaishan's argument that Modrall's representation of Cyrq Energy's creates a disqualifying conflict. The Court found that there is no pretense that Cyrq Energy, which owes the Debtors, is an unrelated third party, and there also is no question that Cryq Energy and the Kaishan Entities (like Debtors and the Kaishan Entities) are adverse. As counsel for Debtors within the Proposed Scope of Services, Modrall would not represent "any interest adverse to the debtor," nor would Modrall's proposed simultaneous representation of Cyrq Energy and the Debtors violate state law rules of professional conduct. Under these circumstances, the Court found that Modrall does not have a disqualifying conflict because it represents Cyrq Energy. In their supplement, the Kaishan Entities argue for the first time that a subordination agreement which Cyrq Energy signed pre-petition creates a disqualifying conflict of interest. The Court has reviewed the subordination agreement, and finds that the subordination agreement creates no disqualifying conflicts at this time. If at some later date the potential conflict ripens into actual, serious conflict, the Court may revisit the issue. A full-text copy of the Judge Thuma's June 8, 2017 Opinion is available at https://is.gd/0BX5Im from Leagle.com. Lightning Dock Geothermal HI-01, LLC, a Delaware limited liability company, Debtor, represented by Paul M. Fish, Samuel I. Roybal, Walker & Associates, P.C. & Thomas D. Walker, Walker & Associates, P.C.. United States Trustee, U.S. Trustee, represented by Ronald Andazola, Assistant US Trustee & Alice Nystel Page, Office of U.S. Trustee. About Lightning Dock Lightning Dock owns and operates the first and only utility scale geothermal energy plant in New Mexico, known as the Dale Burgett Geothermal Plant. The Plant is located in the Animas Valley of southwest New Mexico, approximately 20 miles southwest of Lordsburg, New Mexico. Commissioned in December 2013, the Plant currently has the capacity to generate up to 4 MW electrical energy, which it sells to Public Service Company of New Mexico under a long-term power purchase agreement. Los Lobos is a holding company whose sole purpose is to hold 100% of the membership interests in Lightning Dock. Non-debtor Raser Power Systems, LLC is a holding company whose sole purpose is to own 100% of the membership interest in Los Lobos. Non-Debtor Cyrq Energy owns 100% of the membership interests in Raser Power. Lightning Dock Geothermal HI-01, LLC aka Lightning Dock Geothermal No. 1 HI-01, LLC and its affiliate Los Lobos Renewable Power, LLC filed separate Chapter 11 petition (Bankr. D.N.M. Case Nos. 17-10567 and 17-10568, respectively), on March 14, 2017. The petitions were signed by Nicholas Goodman, chief executive officer. The case is assigned to Judge David T. Thuma. The Debtors are represented by Samuel I. Roybal, Esq. and Thomas D Walker, Esq. at Walker & Associates, P.C. The Debtors retained RPA Advisor, LLC as their financial advisor. At the time of filing, the Debtors had estimated assets and liabilities as follows: Estimated Estimated Assets Liabilities --------- ----------- Lightning Dock Geothermal $10M-$50M $1M-$10M Los Lobos Renewable $0-$50K $10M-$50M LILY ROBOTICS: Mota, LR Are Winning Bidders in Auction ------------------------------------------------------ Lily Robotics, Inc., is seeking approval from the U.S. Bankruptcy Court for the District of Delaware of a sale to Mota Group, Inc. for $300,000 and to LR Acquisition, LLC, for $450,000, of assets described in each of their proposed asset purchase agreement. On March 13, 2017, the Debtor filed a motion seeking approval of bid procedures in connection with the sale of substantially all of the Debtor's assets. On April 28, 2017, the Court entered the order approving sale procedures in connection with sale of substantially all assets. The auction was held on June 7, 2017 and closed on June 9, 2017. At the conclusion of the Auction, and in good faith consultation with the Consultation Parties, the Debtor selected Mota Group and LR Acquisition as the successful bidders. The Mota APA and LR Acquisition APA are not in final form and remain subject to continuing negotiation and review by the Debtor, Mota Group, LR Acquisition, and the Consultation Parties. A copy of the Proposed Order and proposed APAs attached to the Notice is available for free at: http://bankrupt.com/misc/Lily_Robotics_320_Sales.pdf Mota Group, Inc., can be reached at: MOTA GROUP, INC. P.O. Box 1116 Campbell, CA 90059 Attn: Michael Faro Facsimile: (408) 378-7629 E-mail: mfaro@mota.com Mota Group, Inc., is represented by: SULLIVAN & WORCESTER LLP One Post Office Square Boston, MA 02109 Attn: Amy A. Zuccarello Facsimile: (617) 338-2880 E-mail: azuccarello@sandw.com LR Acquisition, LLC, can be reached at: LR ACQUISITION, LLC 601 West 26th St, Ste 1762 New York, NY 10001 Attn: David Hazan E-mail: dhazan@ahaventuresllc.com LR Acquisition, LLC, is represented by: Edward E. Neiger, Esq. Jennifer A. Christian, Esq. ASK LLP 151 W. 46th St., 4th Floor New York, NY 10036 E-mail: eneiger@askllp.com jchristian@askllp.com About Lily Robotics Based in Atherton, California, Lily Robotics, Inc., is the developer of the Lily Camera, a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. Lily Robotics sells its products internationally through its Web site at https://www.lily.camera/ Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in total assets and $37.53 million in total liabilities as of Dec. 31, 2016. The petition was signed by Spencer L. Wells, director. Judge Kevin J. Carey presides over the case. Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz, Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's bankruptcy counsel. Prime Clerk LLC is the Debtor's claims and noticing agent. On March 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its lead counsel, and Richards, Layton & Finger, P.A., as its Delaware and conflicts counsel. No trustee or examiner has been appointed in the case. LIVIER FULLERTON: Taps Villeda Law Group as Legal Counsel --------------------------------------------------------- Livier Fullerton seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Villeda Law Group to, among other things, give legal advice regarding its duties under the Bankruptcy Code, review and negotiate claims of creditors, and assist in the preparation of a plan of reorganization. Antonio Villeda, Esq., and Christopher Cheatham, Esq., the attorneys designated to represent the Debtor, will charge $375 per hour and $250 per hour, respectively. The hourly rate for Evelyn Hury, legal assistant, is $65. Meanwhile, the firm will charge $150 per hour for the services of its paralegals, and $50 for all other staff. Villeda Law Group received a retainer in the amount of $7,000. Mr. Villeda disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Villeda Law Group can be reached through: Antonio Villeda, Esq. Christopher Cheatham, Esq. Villeda Law Group 6316 North 10 th Street, Bldg. B McAllen, TX 78504 Tel: (956) 631-9100 Fax: (956) 631-9146 Email: avilleda@mybusinesslawyer.com Email: ccheatham@mybusinesslawyer.com About Livier Fullerton Livier Fullerton sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-70208) on June 5, 2017, listing under $1 million in both assets and liabilities. LODGE HOLDINGS: Unsecureds to be Paid in Full Over 5 Years ---------------------------------------------------------- General unsecured creditors will be paid in full under a plan proposed by Lodge Holdings Co. and its affiliates to exit Chapter 11 protection. The restructuring plan proposes to pay Class 7 general unsecured creditors 100% of their allowed claims. However, payments will be made first to holders of secured and priority claims during the first five years of the plan. Beginning in year 6 (2022) through year 10 (2027), Lodge Holdings will pay general unsecured creditors $45,335.14 per month, with no interest. Class 7 creditors assert $2,720,108.22 in claims. Payments under the plan will be funded by the continued operations of the Lodge restaurants. The average monthly net profit from operation of the restaurants is expected to be $105,471.62, according to Lodge Holdings' disclosure statement filed on June 8 with the U.S. Bankruptcy Court for the Western District of Washington. A copy of the disclosure statement is available for free at https://is.gd/IZtTmg About Lodge Holdings Company Lodge Holdings Company, Mukilteo Lodge, LLC, Kirkland Lodge, LLC, Stadium Lodge, LLC, Downtown Lodge, LLC, Mill Creek Lodge, LLC, and Greenwood Lodge, LLC filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 16-15814) on Nov. 18, 2016. The petitions were signed by Shawn Roten, president. Lodge Holdings disclosed $1.06 million in total assets and $5.73 million in total liabilities. Judge Timothy W. Dore presides over the cases. The Debtors are represented by Larry B. Feinstein, Esq., at Vortman & Feinstein. LOUISIANA CRANE: 10% Recovery for Unsecureds in Latest Plan ----------------------------------------------------------- Louisiana Crane & Construction LLC disclosed that the guaranteed recovery for general unsecured creditors under its latest Chapter 11 plan of reorganization is 10%. The original plan filed on March 8 estimated that Class 17 general unsecured creditors would recover 20% of the total amount of their claims. According to the company's disclosure statement filed on June 6 with the U.S. Bankruptcy Court for the Western District of Louisiana, it is believed the excess payment will return an additional 7%. Moreover, it is assumed the unsecured claims total $15 million. A copy of the amended disclosure statement is available for free at https://is.gd/GbGrZz About Louisiana Crane Headquartered in Eunice, Louisiana, Louisiana Crane & Construction, LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June 27, 2016, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by Douglas D. Marcantel, chief financial officer. Judge Robert Summerhays presides over the case. Michael A. Crawford, Esq., and Barry W. Miller, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel. On July 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Patrick S. Garrity, Esq., at Steffes, Vingiello & McKenzie, L.L.C., in Baton Rouge, Louisiana, serves as the Committee's counsel. On March 8, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. LTD MANAGEMENT: Has Interim Approval to Use Cash Until July 12 -------------------------------------------------------------- Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire authorized LTD Management, Inc. to use cash collateral on an interim basis until the final hearing. The final hearing on the Debtor's Motion is scheduled for July 12, 2017 at 11:00 a.m. Any party in interest objecting to the continued use of the cash collateral must serve and file written objections, no later than July 5. Judge Harwood determined that the use of cash collateral is necessary, essential, and appropriate and is in the best interest of and will benefit the Debtor, its creditors, and its estate as its implementation will provide the Debtor with the necessary liquidity (i) to minimize disruption to the Debtor's business and on-going operations, (ii) preserve and maximize the value of Debtor's estate for the benefit of the Debtor's creditors, and (iii) avoid immediate and irreparable harm to the Debtor, its tenants, and its assets. The Debtor owed TD Bank, N.A. approximately $80,000, as of the Petition Date, secured by a first priority security interest and lien granted by the Debtor upon all of the assets of the Debtor, including without limitation, the Debtor's cash collateral. Accordingly, the Debtor is directed to pay $1,000 monthly to TD Bank. TD Bank has not objected to the use of the cash collateral for the use period as indicated on the Budget. A full-text copy of the Order, dated June 13, 2017, is available at https://is.gd/S4fzIV The Debtor is represented by: Cheryl C. Deshaies, Esq. Deshaies Law 24 Front Street, Suite 111 P.O. Box 648 Exeter, NH 03833 Phone: (603) 580-1416 E-mail: cdeshaies@deshaieslaw.com About LTD Management LTD Management, Inc., filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-10684) on May 10, 2017. Lisa D'Aoust, director and president, signed the petition. At the time of filing, the Debtor estimated assets and liabilities between $100,000 and $500,000 Cheryl C. Deshaies, Esq. at Deshaies Law, serve as counsel to the Debtor. No trustee or examiner has been appointed in the Debtor's case and no official statutory committee has yet been appointed or designated by the U.S. Trustee. LUVIS AMBULANCE: Hearing on Plan Confirmation Moved to Aug. 18 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico moved the hearing on the Chapter 11 plan of reorganization for Luvis Ambulance Services Inc. to August 18. The hearing will be held at 9:30 a.m., at the Jose V. Toledo Federal Building and U.S. Courthouse, Courtroom No. 1, Second Floor, 300 Recinto Sur, San Juan, Puerto Rico. The court will also consider at the hearing the final approval of the company's disclosure statement. The restructuring plan proposes to set aside $18,000 to pay general unsecured creditors or 70% of their claims allowed by the court. About Luvis Ambulance Services Inc. Luvis Ambulance Services Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-06244) on Aug. 5, 2016. Judge Enrique S. Lamoutte Inclan presides over the case. The Batista Law Group, P.S.C. represents the Debtor as bankruptcy counsel. The Debtor hired Manuel Feliciano Rios as its financial consultant. On Feb. 16, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. MEMPHIS LOUIE: Overton Square Opposes Approval of Exit Plan ----------------------------------------------------------- Overton Square South LLC, a creditor of Memphis Louie LLC, has opposed the proposed treatment of its unsecured claim under the company's Chapter 11 plan of reorganization. "The creditor objects to the proposed plan of reorganization and the treatment as set forth in the Class IV unsecured promissory note claims of the creditor and any statement or determination that the balances of the promissory notes shall be de-accelerated," Bruce Feldbaum, Esq., said in a filing with the U.S. Bankruptcy Court for the Western District of Tennessee. Mr. Feldbaum, Overton Square's legal counsel, also criticized the company for not disclosing certain information, including its failure to make rental payments under its lease agreement with Overton. Mr. Feldbaum's address is: Bruce L. Feldbaum, Esq. Law Offices of Gordon, Feldbaum & Cantora 22 N. Front Street, Suite 1055 Memphis, TN 38103 Phone: 901-525-5744 Fax: 901-526-3711 Email: blfmem@aol.com About Memphis Louie Memphis Louie, LLC, is a Tennessee limited liability company which owns and operates Bar Louie restaurant franchise at 2125 Madison Avenue, Memphis, Tennessee. The debtor's sole member is Eville Louie, LLC, an Indiana limited liability company. The sole member of Eville Louie, LLC is Beverly Oswald. Memphis Louie, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 17-21092) on Feb. 3, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael P. Coury, Esq. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. METROTEK ELECTRICAL: Plan Outline Okayed, Plan Hearing on July 18 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey will consider approval of the Chapter 11 plan of reorganization for Metrotek Electrical Services Company at a hearing on July 18. The hearing will be held at 2:00 p.m., at Courtroom 3, 402 East State Street, Trenton, New Jersey. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on June 8. Creditors are required to file their objections and cast their votes accepting or rejecting the plan no later than seven days before the hearing. About MetroTek MetroTek Electrical Services Company filed a chapter 11 petition (Bankr. D.N.J. Case No. 16-25628) on August 15, 2016. The petition was signed by Reiner Jaeckle, chief operating officer. The Debtor disclosed $641,184 in assets and $2.56 million in liabilities. The case is assigned to Judge Christine Gravelle. The Debtor is represented by Allen I. Gorski, Esq., at Gorski & Knowlton PC. No official committee of unsecured creditors has been appointed in the case. On June 7, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. MINDEN AIR: Exit Plan to Pay Unsecured Creditors in 2 Years ----------------------------------------------------------- Minden Air Corp. on June 8 filed with the U.S. Bankruptcy Court for the District of Nevada its proposed plan to exit Chapter 11 protection. Under the restructuring plan, creditors holding Class 6 general unsecured claims will be paid, without interest, within two years following the effective date of the plan. The plan will be funded by the sale of Minden's aircraft or aircraft parts. The company believes the value of its assets far exceeds its debts and can generate sufficient sales proceeds to pay all creditors, according to its disclosure statement, which explains the proposed plan. A copy of the disclosure statement is available for free at https://is.gd/1vDsZ4 About Minden Air Corp. Minden Air Corp. operates an aircraft repair, refurbishing and reconfiguration company. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-51033) on August 18, 2016. The petition was signed by Leonard K. Parker, president. At the time of the filing, the Debtor disclosed $5.07 million in assets and $883,504 in liabilities. Judge Bruce T. Beesley presides over the case. The Law Offices of Alan R. Smith represents the Debtor as legal counsel. NAKED BRAND: Incurs $3.2 Million Net Loss in First Quarter ---------------------------------------------------------- Naked Brand Group Inc. reported a net loss of US$3.18 million on US$455,200 of net sales for the first quarter ended April 30, 2017, compared to a net loss of US$2.54 million on US$447,600 of net sales for the three months ended April 30, 2016. For the first quarter of fiscal 2018, net sales increased by 1.7% to US$0.46 million, compared to US$0.45 million for the first quarter of fiscal 2017. Increases in sales to third party eCommerce sites, as well as to specialty and retail accounts, during the first quarter were substantially offset by a decrease in sales to department store accounts. Gross margin was 22.2% for the first quarter of fiscal 2018, compared to 31.2% for the same period of fiscal 2017. The decrease was primarily due to the write off of excess raw materials, as well as a shift in sales to off-price channels in the first quarter of fiscal 2018. In first quarter of fiscal 2017, gross margin benefitted from the reversal of an inventory allowance as a result of the over accrual of allowances in the prior year end. As of April 30, 2017, Naked Brand had US$6.81 million in total assets, US$1.03 million in total liabilities and US$5.77 million in total stockholders' equity. Total cash and cash equivalents at April 30, 2017, were US$4.0 million compared to US$2.9 million at April 30, 2016. The Company ended the first quarter of fiscal 2018 with US$2.4 million of inventory on hand compared to US$1.8 million for the same period of fiscal 2017. The increase was the result of the procurement of additional women's inventory in connection with the launch of additional women's products during fiscal 2017. Event Subsequent to the First Quarter As previously disclosed in its Current Report on Form 8-K filed with the SEC on May 25, 2017, the Company announced that it has entered into an Agreement and Plan of Reorganization with Bendon Limited, pursuant to which Naked's shareholders will, upon the closing of the merger, receive approximately 7% of the outstanding ordinary shares of the combined company on a fully diluted basis, subject to adjustment as provided in the Merger Agreement. Pursuant to the Merger Agreement, Naked and Bendon, respectively, will become wholly owned subsidiaries of Bendon Group Holdings Limited, a newly formed Australian holding company, and the shareholders of Bendon and the stockholders of Naked, respectively, will become the shareholders of Holdco. The Merger Agreement, which has been approved by the board of directors of both Naked and Bendon, is subject to approval by Naked's stockholders and other customary closing conditions and regulatory approvals, including the filing and effectiveness of a registration statement with the Securities and Exchange Commission and the listing of Holdco's ordinary shares on Nasdaq or the NYSE and is expected to be completed by the end of October 2017. Select Financial Results for Bendon Limited Bendon's selected financial results below were prepared in accordance with International Financial Reporting Standards and are based upon Bendon's audited financial statements for the periods, which are the most recently available financial statements of Bendon. Those selected financial results are provided for informational purposes only and are subject to a number of uncertainties and assumptions and do not purport to represent what Bendon's actual performance currently is and do not purport to indicate the results of operations as of any future date or for any future period. Net sales for the period ended June 30, 2016, increased 8.7% to $105.7 million, compared to $97.1 million in the prior year period, driven by improved selling conditions across all channels. Gross profit for the period ended June 30, 2016, increased 12.7% to $47.1 million, or 44.6% of sales, compared to $41.8 million, or 43% of sales, in the prior year period, driven by enhanced margins across all channels due to improved product sourcing, retail pricing and foreign currency benefits. Net loss for the period ended June 30, 2016, increased by $6.2 million to $16.3 million, mainly as a result of a $4.2 million write off of prior year tax losses and one time deferred tax adjustments. A full-text copy of the press release is available at: https://is.gd/iJ58Sn About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The Company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York. Naked Brand reported a net loss of US$10.79 million for the year ended Jan. 31, 2017, compared with a net loss of US$19.06 million for the year ended Jan. 31, 2016. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2017, stating that the Company incurred a net loss of $10,798,503 for the year ended Jan. 31, 2017, and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern. NEOVASC INC: Tiara Technology Featured in TVT 2017 Presentation --------------------------------------------------------------- Neovasc Inc. announced its Tiara technology, developed to treat severe Mitral Regurgitation (MR), is being featured in a video recorded procedure presented at the 10th Annual Transcatheter Valve Therapies (TVT) Conference. TVT was held from June 14th - 17th, 2017 in Chicago, Illinois. The video recording was presented by Dr. Shmuel Banai, director of Interventional Cardiology in the Cardiology Department at the Tel Aviv Medical Center and Neovasc's Medical Director. The case presented was completed in Lugano, Switzerland, where a 35mm Tiara transcatheter mitral valve was successfully implanted in a 79-year-old male with a complex cardiovascular history, which included ischemic cardiomyopathy, poor left ventricular function, calcified mitral ring, with severe mitral valve regurgitation, chronic atrial fibrillation, previous mechanical aortic surgical valve placement, CABG, aortic aneurysm, and a biventricular pacemaker and defibrillator implantation. The Tiara implantation was successfully completed in 30 minutes. Implantation of the Tiara valve resulted in the complete resolution of the patient's MR. At 7-week follow up the patient is at home and is doing well. Of note, prior to the Tiara procedure, several alternative treatments were considered, including MitraClip, redo surgery and other implantable devices currently under investigation, however due to the anatomical challenges and poor cardiac function of this patient and the presence of a mechanical aortic valve, they were not considered to be viable options. "This case highlights two critical aspects of the Tiara. One, it clearly demonstrates the Tiara's medical role in very damaged and sick heart that simply are not candidates for conventional surgery, a patient pool that is unfortunately already large and growing," said Alexei Marko, CEO of Neovasc. "Two, the audience witnessed the elegant simplicity of this implantation procedure. Combined, these two themes underscore the Tiara's potential for the medical community and patients suffering from mitral regurgitation." The Tiara has now been used to treat 30 patients under early feasibility, compassionate use and clinical study protocols across North America and Europe. Results using the device continue to be encouraging with good technical success, and positive patient outcomes. One of the first patients treated with the Tiara is now over three years post implant. The Company has begun enrolling patients into its European CE Mark trial, with an initial case performed in Italy and additional cases anticipated in Germany and Italy over the coming months. Implantation is completed through a short trans-apical procedure and typically results in complete resolution of the patient's MR without significant residual leaks or obstruction of the ventricular outflow tract. About Neovasc Inc. Neovasc is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina which is not currently available in the United States and has been available in Europe since 2015 and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under investigation in the United States, Canada and Europe. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. For more information, visit: www.neovasc.com. Neovasc reported a net loss of US$86.49 million for the year ended Dec. 31, 2016, following a net loss of US$26.73 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Neovasc had US$98.81 million in total assets, US$114.27 million in total liabilities and a US$15.46 million otal deficit. Grant Thornton LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, emphazing that the Company was named in a litigation and that the court awarded $112 million in damages against it. This condition, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, the auditors said. NEOVASC INC: Will Appeal German Court's Ruling on Tiara Rights -------------------------------------------------------------- Neovasc Inc. reported that the District Court in Munich, Germany has partially found in favour of Edwards Lifesciences Corporation (formerly CardiAQ Valve Technologies Inc.), in its case against Neovasc. In this case, CardiAQ had claimed ownership rights to one of Neovasc's European patent applications for its Tiara mitral valve replacement technology. The German court found CardiAQ had contributed in part to the invention of the Tiara and awarded to CardiAQ co-entitlement rights to the disputed Tiara European patent application. There are no monetary awards associated with this matter. Neovasc intends to appeal this decision. In a related matter, Neovasc is currently appealing the 2016 decision from the U.S District Court for the District of Massachusetts which among other things granted co-inventorship rights to CardiAQ on one of Neovasc's granted U.S. patent applications. This appeal is now before the United States Court of Appeals for the Federal Circuit in Washington D.C. An expedited appeal schedule has been set with all the briefings from both parties now submitted. The Company expects oral argument on its appeal in August 2017 and a ruling is expected to follow, prior to the end of 2017. Pending the outcome of the U.S. Court of Appeals, Neovasc, in consultation with its European and North American legal advisors, will vigorously defend its position that the case in Germany is without merit and will explore all options regarding the appellate process. About Neovasc Inc. Neovasc Inc. (CVE:NVC) -- http://www.neovasc.com/-- is a Canadian specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products in development include the Tiara, for the transcatheter treatment of mitral valve disease and the Neovasc Reducer for the treatment of refractory angina. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. Neovasc reported a net loss of US$86.49 million for the year ended Dec. 31, 2016, following a net loss of US$26.73 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Neovasc had US$98.81 million in total assets, US$114.27 million in total liabilities and a US$15.46 million otal deficit. Grant Thornton LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, emphazing that the Company was named in a litigation and that the court awarded $112 million in damages against it. This condition, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, the auditors said. NORTH AMERICAN: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: North American Group, Inc. dba Successor in merger with North American Information Services, Inc. fdba North American Information Services, Inc. 14524 Riverside Drive Fort Myers, FL 33905 Business Description: North American Group is a business management consultant in the Fort Myers Shores, Florida. Chapter 11 Petition Date: June 16, 2017 Case No.: 17-05271 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Michael R Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Tel: (239) 571-6877 E-mail: mike@dallagolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew Franklin Klein, vice president of operations. The Debtor did not file a list of its 20 largest unsecured creditors together with the bankruptcy petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb17-05271.pdf NOVATION COMPANIES: Court Confirms 2nd Amended Reorg Plan --------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order confirming Novation Companies' Second Amended Joint Chapter 11 Plan of Reorganization. As previously reported, "On the Effective Date, the disputes between the Debtors and the Noteholders shall be compromised and fully settled and the terms of the Amended Senior Notes and the Refinancing Documents, and the Noteholders shall receive: (a) a lump sum payment to the Indenture Trustee in an amount equal to accrued and unpaid interest on account of such Noteholder Claims in the amount of approximately $5,800,000 so long as the Effective Date shall occur on or before July 31, 2017; thereafter interest shall accrue and be payable to the Noteholders at the Full Rate as defined and set forth in the Indentures; (b) the Amended Senior Notes in principal amounts equal to the existing principal amounts under the Indentures, which shall accrue non-default interest at LIBOR + 350 basis points (as LIBOR is determined under the Amended Senior Notes), have a maturity date of March 20, 2033, and be secured with first priority liens covering all assets of the Debtors and all Subsidiary Guarantors whether existing now or at any future date, excluding (x) accounts receivable and (y) inventory of any existing and future operating businesses of the Company or any Subsidiary Guarantor (including but not limited to HCS); and (c) $500,000 in the aggregate on account of reimbursement of outstanding fees and expenses of the Noteholders' respective counsel through the Effective Date, payable to the respective Noteholders counsel directly." About Novation Companies Headquartered in Kansas City, Missouri, Novation Companies, Inc. (otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Prior to 2008, Novation originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. At the height of its business, the Company originated more than $11 billion annually in mortgage loans. After ceasing lending operations and completed a sale of its servicing portfolio amidst the housing collapse in 2007, the Company has been engaged in the business of acquiring various businesses. Novation Companies and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016. In its petition, NCI disclosed assets of $33 million and liabilities of $91 million. The cases are assigned to Judge David E. Rice. The Debtors hired the law firms of Shapiro Sher Guinot & Sandler, P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors also hired Orrick, Herrington & Sutcliffe LLP as special litigation counsel; Holland & Knight LLP as Investment Company Act compliance counsel; and Deloitte Tax LLP as tax service provider. On Aug. 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has hired Hunton & Williams LLP, as counsel; Alvarez & Marsal Valuation Services, LLC, as valuation expert; and Tactical Financial Consulting, LLC as expert advisor. OASIS OUTSOURCING: S&P Affirms 'B' CCR on Acquisition and Dividend ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' corporate credit rating on West Palm Beach, Fla.-based Oasis Outsourcing Holdings Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's first-lien $325 million term loan due 2023 and $60 million revolving facility due 2022. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in a default scenario. S&P also assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $85 million second-lien term loan due 2024. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in a default scenario. Pro forma for the transaction, S&P projects $410 million of reported debt outstanding for the company. "The corporate credit rating affirmation reflects our view that Oasis will successfully integrate the acquisition and reduce leverage to below 7x at year-end 2017 and to the low-6x area by year-end 2018," said S&P Global Ratings credit analyst Suyun Qu. Pro forma for the transaction, leverage increases to slightly above 7x for the 12 months ended March 31, 2017, up from 6.2x at year end 2016. S&P forecasts Oasis will continue to generate healthy free operating cash flow of $20 million–$30 million annually. S&P believes the company will focus their excess cash flow towards growth and acquisitions instead of material debt reduction. Deleveraging will come from higher EBITDA. S&P expects its margins to improve to mid- to high-teens area and increase slightly going forward as the company benefit from a higher pool of quality worksite employees and realizes operating cost synergies from its recent acquisitions. Oasis has a good track record of integrating acquisitions and achieves margin expansion as result of scale. The stable outlook reflects S&P's expectation that Oasis' will maintain strong client retention rates and improving margin profiles. S&P also expects the company to integrate the planned acquisition successfully with minimal client and operational disruptions due to its track record of successful integrations, such that leverage will improve to below 7x in the next 12 month. S&P's stable outlook also incorporates its belief that the company will continue to be acquisitive and will sustain leverage in the 6x–7x range over the next two years. S&P would lower the ratings if the company issues dividends or funds acquisitions with debt such that its debt-to-EBITDA approaches 7.5x. S&P could also lower its ratings if the company's operational performance does not improve with planned synergies and operational efficiencies; or if it deteriorates as a result of an unexpected economic downturn increasing client attrition, or higher workers' compensation claims such that debt-to-EBITDA approaches 7.5x. S&P estimates EBITDA will need to decline 10% for that to occur. Given the company's acquisitive nature, high debt levels, and financial sponsor ownership, it is unlikely S&P would consider an upgrade in the next year. Longer term, S&P would consider an upgrade if the company improves credit metrics, perhaps from a less aggressive financial policy, such that it sustains debt-to-EBITDA below 5x. S&P believes for such an event to occur the financial sponsor would need to reduce its ownership to below 40%. OCWEN FINANCIAL: Fitch Affirms B- Long-term IDR; Outlook Negative ----------------------------------------------------------------- Fitch Ratings has affirmed the ratings of Ocwen Financial Corporation (Ocwen) and its wholly owned, primary operating subsidiary, Ocwen Loan Servicing, LLC (OLS) at 'B-'. The Rating Watch has been removed and a Rating Outlook of Negative has been assigned. KEY RATING DRIVERS IDRs AND SENIOR DEBT The removal of the Rating Watch and the assignment of the Negative Rating Outlook reflect Fitch's expectation that the legal and procedural overhang resulting from actions filed by the Consumer Financial Protection Bureau (CFPB) and the Multi-State Mortgage Committee (MMC), on April 20, 2017, could be relatively protracted. Ocwen is appealing the findings, which allege material weaknesses in its servicing practices. While Fitch believes the legal proceedings may ultimately result in some form of consumer relief and/or payment of a monetary penalty, which could negatively impact the firm's profitability and strategic direction, clarity on this issue is not expected in the near term. The rating affirmations reflect Ocwen's scale and market position within the subprime mortgage servicing industry, sufficient liquidity and appropriate capitalization and leverage for the current 'B-' Long-term IDR. Facing continued earnings pressure from portfolio runoff and elevated costs, Ocwen expects to record a loss in 2017. While the company has actively worked to reduce costs over the past year, both within its servicing segment and general corporate overhead, Fitch believes elevated compliance costs resulting from regulatory fines and/or material restrictions on business activities will pressure operating margins and negatively impact OCN's profitability over the near term. Ocwen is heavily reliant on the wholesale debt markets to fund its operations. At March 31, 2017, the company had $1.2 billion of match-funded advance liabilities, $738.4 million in secured borrowings and $346.9 million in senior notes outstanding. In December 2016, Ocwen entered into a new $335 million senior secured term loan (SSTL), and affected a debt-for-debt exchange of $346.9 million of new 8.375% senior secured notes due 2022 for $346.9 million of existing 6.625% senior unsecured notes due 2019, which represented 99.1% of the total balance of senior unsecured notes. Fitch did not view the transaction as a distressed debt exchange (DDE), because it did not result in a material reduction in terms, compared with the original contractual terms, and it was not conducted to avoid bankruptcy. Fitch views Ocwen's ability to access the bank debt markets favorably, but the new corporate debt was relatively more expensive than what was replaced which could further weigh on Ocwen's profitability. Ocwen recently announced a planned sale of mortgage servicing rights (MSRs), related to $117 billion of unpaid principal balance (UPB), to New Residential Investment Corp. (together with its subsidiaries, NRZ), a publicly traded REIT externally managed by an affiliate of Fortress Investment Group LLC. Under the terms of the agreement, the MSRs will transfer to New Residential Mortgage LLC, a wholly owned subsidiary of NRZ and move to a new subservicing agreement with Ocwen that will have a five-year term. Ocwen will receive an upfront payment of $425 million from NRZ in connection with the MSR sale. Also, under the agreement, NRZ would make an equity investment in Ocwen and become a 4.9% owner. NRZ is currently seeking required third-party consents to affect the sale of the MSR portfolio, of which the transfer of MSRs are expected to begin in 2Q17. Fitch believes that the agreement provides near-term liquidity, mitigates uncertainty regarding the potential transfer of the MSRs based on servicer rating termination triggers and allows Ocwen to continue to perform key activities and to receive ongoing fee income in its subservicing role. As of March 31, 2017, Ocwen had balance sheet cash of $268.3 million and generated annualized cash flow from operations of $342.7 million. With the additional $425 million generated from the sale of MSRs to NRZ, Fitch believes Ocwen has sufficient liquidity to make required principal payments on its SSTL and repay corporate debt obligations, the earliest of which is expected to mature in 2019 when the remaining $3.1 million balance outstanding under the senior unsecured notes comes due. The other corporate debt maturities include $330.8 million due under the SSTL in 2020 and $346.9 million under the senior secured note in 2022. Given Ocwen's current strategic priorities with respect to liquidity, Fitch does not anticipate the use of cash for share repurchases in the near-term. Fitch believes Ocwen's leverage is appropriate for the current ratings, but leverage has increased over the last several years, as net losses have eroded retained earnings. Leverage, as measured by total debt to tangible equity, amounted to 4.59x on a standalone basis and 5.81x on a consolidated basis, as of March 31, 2017. Fitch calculates the consolidated leverage metric using servicing advance financing facilities related to the rights to MSRs held by NRZ and the debt from Altisource Portfolio Solutions S.A., which is a closely-aligned independent company that provides technology, servicing software, and short sale and REO management to Ocwen. To the extent MSRs legally transfer to NRZ, following the recently announced sale, the servicing advance liabilities would be deconsolidated from Fitch's leverage calculations, which could reduce Ocwen's consolidated balance sheet leverage. Fitch would view the resulting decline in balance sheet leverage favorably. OLS' ratings reflect its status as a wholly owned subsidiary of Ocwen. Ocwen's and OLS' Long-Term IDRs are aligned because of the unconditional guarantee provided by Ocwen and its guarantor subsidiaries. The 'B-/RR4' rating assigned to OLS' SSTL is equalized with the Long-Term IDRs assigned to Ocwen and OLS, given average (i.e. 31% to 50%) recovery prospects to debt holders in a stressed scenario, based on available collateral coverage for the SSTL. The term loan holders benefit from a first-priority security interest in selected unencumbered assets of Ocwen and a pledge of capital stock of its guarantor subsidiaries. The 'CCC/RR5' rating assigned to OLS' senior secured note reflects below average (i.e. 11% to 30%) recovery prospects to debt holders in a stressed scenario. The noteholders have a second-priority, junior interest in the same assets that secure the SSTL, pursuant to an inter-creditor agreement. The 'CC/RR6' rating of Ocwen's senior unsecured notes reflects poor recovery prospects (i.e. 0% to 10%) in a stressed scenario due to the company's predominately secured funding profile and the modest level of unencumbered assets available to support the unsecured noteholders. RATING SENSITIVITIES IDRs AND SENIOR DEBT Ocwen's ratings could be downgraded if regulatory settlements result in a meaningful fine or the imposition of significant business restrictions or required servicing and operational enhancements that impair the firm's earnings prospects and, therefore, its leverage profile. The termination of NRZ's planned subservicing agreement with Ocwen could also lead to a rating downgrade of one or more notches, given the resulting impact on the firm's earnings prospects. A downgrade of Ocwen's ratings could also result from sustained strategic uncertainty, including an inability to build a sustainable mortgage origination business or expansion into businesses outside of Ocwen's core business, material deterioration in financial performance resulting from a reduction in operating cash flow generation and/or available liquidity, a sustained increase in balance sheet leverage and/or aggressive capital management. Ocwen's Rating Outlook could be revised to Stable if regulatory and legal actions do not materially and adversely impact Ocwen's operational, governance or financial position. A revision of the Outlook to Stable would also be conditioned on Ocwen's resolution of pending regulatory actions, a strengthening of its financial position, and establishment of a sustainable and competitive business model as a mortgage lender, without incurring outsized credit risk. OLS' Long-term IDR is sensitive to the same factors that might drive a change in Ocwen's Long-term IDR, due to the unconditional guaranty provided by Ocwen and its guarantor subsidiaries. The ratings assigned to the SSTL, senior secured notes and senior unsecured notes are primarily sensitive to changes in OLS' and Ocwen's Long-term IDRs, as well as changes in collateral values and advance rates under the secured borrowing facilities, which ultimately impact the level of available asset coverage for each class of debt. Ocwen is a provider of residential and small balance commercial mortgage loan servicing and has been servicing residential mortgage loans since 1988. As of March 31, 2017, Ocwen's residential servicing portfolio consisted of 1.3 million loans totaling $196.4 billion in UPB. Fitch has affirmed the following ratings: Ocwen Financial Corporation -- Long-term IDR at 'B-'; -- Short-term IDR at 'B'; -- Senior unsecured notes at 'CC/RR6'. Ocwen Loan Servicing, LLC -- Long-term IDR at 'B-'; -- Senior secured term loan at 'B-/RR4'; -- Senior secured notes at 'CCC/RR5'. The Rating Watch Negative has been removed and a Rating Outlook of Negative has been assigned. OCWEN FINANCIAL: Moody's Lowers CFR to Caa1; Outlook Negative ------------------------------------------------------------- Moody's Investors Service has downgraded Ocwen Financial Corporation's (Ocwen) and its subsidiary Ocwen Loan Servicing, LLC's ratings: Ocwen Financial Corporation -- * Corporate Family Rating downgraded to Caa1 from B3; negative outlook assigned from rating under review * Senior Unsecured Debt downgraded to Caa2 from Caa1; negative outlook assigned from rating under review * Senior Secured Debt downgraded to Caa2 from Caa1; negative outlook assigned from rating under review Ocwen Loan Servicing, LLC -- * Senior Secured Bank Credit Facility downgraded to B3 from B2; negative outlook assigned from rating under review RATING RATIONALE The rating action reflects the increased risk that the CFPB lawsuit and cease and desist orders from 30 states could result in actions that restrict Ocwen's activities, the levying of monetary fines or judgments, or additional actions that negatively affect its credit strength and cause its financial profile to further weaken. The rating action concludes a review assigned by Moody's on 21 April 2017 following the issuance of a cease and desist orders to the company by the North Carolina Commissioner of Banks and a consortium of 21 state mortgage regulators on April 20, as well as the Consumer Financial Protection Bureau's (CFPB) filing suit against Ocwen alleging widespread servicing errors and violations of federal consumer financial laws. Since then, nine additional state regulators have filed cease and desist orders that seek to prohibit activities such as acquiring new mortgage servicing rights and originating new residential mortgages serviced by Ocwen. On May 1, Ocwen also announced that it was working on an agreement to convert New Residential's existing rights to MSR economics to full mortgage servicing rights (MSRs) on approximately $117 billion in unpaid principal, with New Residential also making a 4.9% equity investment in Ocwen. If this transaction is completed, it would be credit positive for Ocwen because the company will generate up to $425 million in cash, as well as clarify and extend its relationship with New Residential, for which it is a subservicing partner. Nonetheless, the negative outlook reflects the expectation that Ocwen will continue to experience elevated legal and regulatory costs that negatively impact its profitability, said Moody's. Ocwen's ratings could be downgraded in the event that regulatory action or litigation materially restricts the company's business activities, or harms its franchise and reputation, or the company is subject to additional regulatory or legal action resulting in material fines or judgments. Given the negative outlook for Ocwen, it is unlikely that the company's ratings will be upgraded at this time. Ocwen's outlook could return to stable if the company is able to reduce costs and achieve sustainable profitability, without a material decline in capital. In addition, Moody's is correcting the rating history for the Ocwen Loan Servicing, LLC's Senior Secured Bank Credit Facility. The B2 rating for the Bank Credit Facility should have been placed on review for downgrade on April 21, 2017. Due to an internal administrative error, Moody's did not place this rating on review at that time. The principal methodology used in these ratings was Finance Companies published in December 2016. OLYMPIA OFFICE: Disclosure Statement Hearing Set for July 12 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on July 12, at 11:30 a.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for Olympia Office LLC and its affiliates. Objections to the disclosure statement must be filed no later than July 5. Under the proposed plan, allowed Class 2 general unsecured claims will be paid in full, without interest, no later than 18 months after the effective date of the plan in the event that the $6 million claim of Equity Funding, LLC and its owner Centrum Financial Services is disallowed by the court. About Olympia Office Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-74892) on Oct. 20, 2016. The petition was signed by Sung II Han, vice president. The Hon. Alan S Trust presides over the case. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The affiliates of Olympia Office LLC: WA Portfolio LLC; Mariners Portfolio LLC; and Seahawk Portfolio LLC filed separate Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-75515, 16-75516 and 16-75517, respectively) on Nov. 28, 2016. At the time of filing, each of the debtor-affiliates had $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. The Debtors are represented by Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco LLP. The Debtors employ Kiemle & Hagood Company and Kidder Mathews as real estate brokers; and Demasco, Sena & Jahelka LLP as accountant. An official committee of unsecured creditors has not been appointed. ONCOBIOLOGICS INC: VP of Analytical Sciences Kogan Bao Quits ------------------------------------------------------------ Oncobiologics, Inc. said it received written notification that Kogan Bao, Ph.D., its vice president, analytical sciences, a named executive officer, resigned from his position effective June 16, 2017, according to a Form 8-K report filed with the Securities and Exchange Commission. About Oncobiologics Oncobiologics, Inc., is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss of $53.32 million on $2.97 million of collaboration revenues for the year ended Sept. 30, 2016, compared to a net loss of $48.66 million on $5.21 million of collaboration revenues for the year ended Sept. 30, 2015. As of March 31, 2017, the Company had $17.46 million in total assets, $44.31 million in total liabilities, and a total stockholders' deficit of $26.85 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2016, of $147.4 million and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. OPTIV INC: S&P Cuts Rating to 'B-' on Weaker Credit Metrics ----------------------------------------------------------- S&P Global Ratings lowered its rating on Denver-based Optiv Inc. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level rating on Optiv's senior secured first-lien term loan to 'B-' from 'B'. The recovery rating on the senior secured debt remains '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. S&P also lowered its issue-level rating on the company's second-lien term loan to 'CCC' from 'CCC+'. The recovery rating on the notes remains '6', indicating S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The rating reflects our view of the company's weakened credit metrics, with current adjusted leverage in the mid-9x area as a result of budget misses due to unexpected softness amongst its top customers, and an accretive M&A deal that failed to close in the first half of the year," said S&P Global Ratings' credit analyst Minesh Shilotri. While S&P's view of the business is unchanged and it continues to view Optiv as a growth story, Optiv's financial risk metrics are now projected to be in line with 'B-' peers over the next 12 months. The company also continues to pursue other M&A deals, which could help improve adjusted leverage. The company closed on the acquisition of Comm Solutions Inc. in the first quarter, which is projected to contribute about $8 million of EBITDA plus synergies, and was a de-levering event. The stable outlook reflects S&P's view that Optiv Security will continue to benefit from its exposure to the cybersecurity end market, grow its revenue base and generate positive free cash flow over the next 12 months. S&P could raise the rating on Optiv if the company successfully closes its 2017 acquisitions, continues to grow its business and EBITDA base, such that leverage falls below the 7x area. While unlikely over the next 12 months, S&P could consider an upgrade if EBITDA increases by about $50 million from 2016 levels, or if the company generates greater than $50 million of annual free cash flow. S&P could lower the rating if Optiv faces customer losses, pricing pressures, and higher operating costs such that its free cash flow turns negative and S&P no longer views the company's capital structure to be sustainable. PACIFIC DRILLING: PDOL Has Owns 18.6% of Hyperdynamics ------------------------------------------------------ Pacific Drilling S.A. and Pacific Drilling Operations Limited disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of June 5, 2017, they beneficially own 5,362,382 shares of common stock of Hyperdynamics Corporation representing 18.6 percent of the shares outstanding. The amount consists of 3,307,586 shares of common stock and warrants to purchase 2,054,796 shares of common stock beneficially owned by Pacific Drilling Operations Limited, a wholly-owned subsidiary of Pacific Drilling S.A. The percentage is based on 26,775,142 outstanding shares of common stock of Hyperdynamics Corporation as disclosed in its Amendment to Form S-1, filed with the Securities and Exchange Commission on June 7, 2017, plus an additional 2,054,796 shares of common stock subject to issuance upon exercise of the warrants held by PDOL. "The securities are held by Pacific Drilling Operations Limited, a wholly-owned subsidiary of Pacific Drilling S.A. PDOL and PDSA may be deemed to be a "group" for purposes of Section 13(d)(3) of the Act. Pursuant to Rule 13d-4 of the Act, PDOL and PDSA expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. PDOL and PDSA expressly disclaim that they have agreed to act as a group other than as described in this statement." A full-text copy of the regulatory filing is available at: https://is.gd/BeTbei About Pacific Drilling Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. Pacific Drilling reported a net loss of $37.15 million on $769.5 million of revenues for the year ended Dec. 31, 2016, as compared with net income of $126.2 million on $1.08 billion of revenues for the year ended Dec. 31, 2015. The Company's independent auditors KPMG LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG noted that the Company expects to be in violation of certain of its financial covenants in the next 12 months. * * * In October 2016, Moody's Investors Service downgraded Pacific Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'. "PacDrilling's ratings downgrade reflects our extremely negative view of the offshore drilling sector with no near term signs of improvement. Depressed prices for the offshore drillships offers weak asset coverage for PacDrilling's overall debt. With no material signs of improving contract coverage or utilization for PacDrilling's drillships, cashflow through 2017 will be severely impacted resulting in an unsustainable capital structure," said Sreedhar Kona, Moody's senior analyst. In February 2017, S&P Global Ratings affirmed its ratings on Pacific Drilling S.A., including its 'CCC-' corporate credit rating. S&P subsequently withdrew all ratings on the company. PACIFIC WEBWORKS: Trustee's Sale to Masters for $25K Approved ------------------------------------------------------------- Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah authorized the sale by Gil Miller, the Liquidating Trustee of Pacific WebWorks, Inc., of the subscription rights and control of the Debtor's corporate structure to Dan Masters for $25,000. On May 19, 2017, the Court received a letter from Perry Ray Owen, objecting to the Motion. A hearing on the Motion was conducted on May 25, 2017. The objection is overruled. The sale is free and clear of liens, claims, encumbrances, pledges, mortgages, security interests, charges, and options. Any and all interests the Liquidating Trust may have in any real or personal property of the Debtor, excluding the Assets, will remain in the Liquidating Trust for further administration under the Confirmed Chapter 11 Plan of Liquidation. Upon closing of the transaction contemplated in the Agreement, and in accordance with their prior resignations from office, the existing officers and directors of the Debtor will be deemed removed from office. Upon closing of the transaction contemplated in the Agreement, the Trustee and Masters will be authorized to consummate the Right to Subscribe for Shares, and the Trustee will be authorized to transfer to Masters all corporate authority and control over the Debtor held by the Liquidating Trust to the extent authorized by state and federal law. The Order will be effectively immediately upon entry; the 14-day stay otherwise applicable under Fed. R. Bankr. P. 6004(h) will not apply to the Order. About Pacific WebWorks Pacific WebWorks, Inc., previously known as Asphalt Associates, was an application service provider and software development company. Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case No. 16-21223) on Feb. 23, 2016, to pursue an orderly liquidation of its assets. It estimated assets and debt of $1 million to $10 million. The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel. The Debtor also engaged Rocky Mountain Advisory as an independent contractor to provide management services, and appointed Gil Miller as chief restructuring officer. PARAGON OFFSHORE: Loomis Sayles Resigns From Committee ------------------------------------------------------ Andrew Vara, acting U.S. trustee for Region 3, on June 14 announced the resignation of Loomis Sayles and Co., L.P. from Paragon Offshore plc's official committee of unsecured creditors. The committee is now composed of: (1) Arosa Capital Management, L.P. Attn: Jonathan Feiler, Esq. 120 West 45th Street, Suite 3700 New York, NY 10036 Phone: 212-218-0564 Fax: 212-218-0560 (2) Angelo Gordon & Co., LP Attn: Gavin Baiera 245 Park Avenue New York, NY 10167 Phone: 212-692-2000 Fax: 212-876-6395 About Paragon Offshore Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. PJT Partners serves as its financial advisor. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. Freshfields Bruckhaus Deringer LLP serves as legal counsel to the Term Loan Agent and FTI Consulting, Inc. serves as its financial advisor. * * * Under the Consensual Plan of Reorganization announced May 2, 2017, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be- issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. As a necessary component of the Consensual Plan, Paragon Offshore filed before the High Court of Justice, Chancery Division, Companies Court of England and Wales an application for administration in the United Kingdom and sought an order appointing two partners of Deloitte LLP as administrators of the company. The application was granted on May 23, 2017. Neville Barry Kahn and David Philip Soden were appointed Joint Administrators of Paragon Offshore Plc on May 23, 2017. The affairs, business and property of the Company are managed by the Joint Administrators. The Joint Administrators act as agents of the Company and contract without personal liability. PATSCO L.P.: Sale of Pittsburgh Property for $370K Approved ----------------------------------------------------------- Judge Carlota M. Bohn of the Bankruptcy Court for the Western District of Pennsylvania authorized the sale by PATSCO, L.P., doing business as PATSCO, Ltd., of its interest in real estate identified as lot and block number 313-C-100, Streets Run Road, Lot #3, Borough of West Mifflin, Pittsburgh, Allegheny County, Pennsylvania, to Streets Run Storage, Inc. or assigns, for $370,000. A hearing on the Motion was held on June 13, 2017 at 2:30 p.m. Objection deadline was May 19, 2017. The sale is free and clear of all liens and encumbrances. The sale delineates the purchase price as $200,000 for the real estate and $170,000 for the business. The sale is not subject to transfer of taxes. At closing, the Debtor will pay these items from the total sales price: a. Payoff mortgage to NexTier Bank; b. All delinquent and current real estate taxes, pro-rated; c. Maria Gillot Werner at Re/Max South, Inc. in the amount of $22,200; d. $2,500 to Francis E. Corbett, as attorney fees for bringing the sale; e. Any other closing items necessary to consummate the transaction; and f. The net proceeds are to be held in escrow by the attorney for the Debtor, pending further order of the Court. Closing will occur within 30 days of the Order. A Report of Sale is to be filed by the counsel to the Debtor within seven days of closing, including a copy of the Settlement Sheet from the closing. PATSCO, L.P., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 15-24405) on Dec. 2, 2015, estimating under $1 million in assets and liabilities. The Debtor owns properties located at Streets Run Road, West Mifflin, and West Run Road, Homestead. The Debtor is represented by Francis E. Corbett, Esq., in Pittsburg, Pennsylvania. PAYLESS HOLDINGS: 5B Worldwide Unsecureds to Recoup 15.7% --------------------------------------------------------- Payless Holdings LLC, et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a disclosure statement dated June 5, 2017, for the first amended joint plan of reorganization. Under the First Amended Plan, Class 5A Other General Unsecured Claims -- estimated at $121.8 million -- are impaired. Holders of this class will recover 0.8%. Class 5B Worldwide General Unsecured Claims -- estimated at $46.6 million -- are impaired by the First Amended Plan and the holders will recover 15.7%. The provisions of the Plan will constitute a good-faith compromise and settlement of all claims, equity interests, causes of action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan. The Plan will be deemed a motion to approve the good-faith compromise and settlement of all the claims, interests, causes of action, and controversies pursuant to Bankruptcy Rule 9019, and the entry of the confirmation court order will constitute the Court's approval of the compromise and settlement under Section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Court that the settlement and compromise is fair, equitable, reasonable, and in the best interests of the Debtors and their estates. Distributions made to holders of allowed claims in any class are intended to be final. Confirmation of the Plan will be deemed to constitute approval of the new credit facilities and the new credit facilities documents and, subject to the occurrence of the Effective Date, authorization for the Reorganized Debtors to enter into and perform their obligations under the New Credit Facilities Documents and other documents as may be reasonably required or appropriate, in each case, in accordance with the New Credit Facilities Documents. All cash necessary for the Reorganized Debtors to make payments required pursuant to the Plan will be funded with proceeds from the New ABL Facility and cash on hand as of the Effective Date. Specifically, the Debtors expect that the New ABL Facility will provide sufficient Cash to satisfy all of the DIP ABL Claims. Additionally, prior to the Effective Date, the Debtors may draw under the Term DIP Facility to provide the Debtors with additional liquidity. The Debtors will rely on this draw under the Term DIP Facility and cash on hand to fund other payments required in connection with emergence. On the Effective Date, the Reorganized Debtors will issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan. The issuance of the documents is authorized without the need for any further corporate action or without any further action by the holders of claims or interests. Distributions of New Equity will only be made through broker accounts via electronic issuance and Reorganized Holdings will not issue separate stock certificates. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/moeb17-42267-978.pdf As reported by the Troubled Company Reporter on May 10, 2017, the Debtor filed with the Court a Chapter 11 plan of reorganization that would reduce debt to $469 million. If that plan were confirmed, the companies would exit bankruptcy with approximately 40% less funded debt. Under that plan, Payless' pre-bankruptcy first lien lenders would receive their pro rata share of 91% of the common equity of the reorganized company, among other things. About Payless Holdings Payless Holdings LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 17-42267) on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. The Company is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. As of the bankruptcy filing, Payless had more than 4,000 stores in more than 30 countries, and employed approximately 22,000 people. In April 2017, it sought court approval to close an initial 389 Stores. In May it sought court approval to close 408 more stores but later reduced the list to 216 stores. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The unsecured creditors committee has tapped Pachulski Stang Ziehl & Jones LLP as lead counsel to the Committee, Polsinelli PC as its local counsel, and Province Inc. as financial advisor. The committee has retained Back Bay Management Corp. and its division The Michael-Shaked Group as expert consultant. On April 25, 2017, the Debtors filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Debtors' plan, if confirmed and implemented, would reduce their debt to $469 million. PBA EXECUTIVE: Latest Plan to Pay Swift Capital $7,790 Per Month ---------------------------------------------------------------- Swift Capital, a secured creditor of PBA Executive Suites LLC, will receive a monthly payment of $7,790.67 over 15 months, according to the company's latest Chapter 11 plan of reorganization. The company currently owes $116,860, which includes attorneys' fees, to Swift Capital. This amount will be paid over 15 months in the amount of $7,790.67 per month. Meanwhile, PBA increased the estimated amount of unsecured claims to $80,000 from $60,677.92. These claims will be paid pro rata over 60 months by sharing a payment of $1,333.33 per month, according to the company's latest disclosure statement filed on June 8 with the U.S. Bankruptcy Court for the Southern District of Florida. A copy of the first amended disclosure statement is available for free at https://is.gd/8eqPxC About PBA Executive Suites PBA Executive Suites, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on Dec. 3, 2016. The petition was signed by William Smith, chief financial officer. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The Debtor is represented by Brian K. McMahon, Esq., at Brian K. McMahon, P.A. An official committee of unsecured creditors has not yet been appointed in the Debtor's case. The Debtor was formed in 2014. A few months later, it entered into leases with Republic Western Investments, Co., LLC, which owns properties in Boca Raton and Boynton Beach, Florida. The leases have been assumed by the Debtor. The Debtor operates executive suites in Boca Raton and Boynton Beach. It has 210 offices of which 136 are leased at these two locations. At these locations, there are 118 tenants generating $145,000 per month in income. PETER SZANTO: Oregon Court Dismisses Suit Against IRS ----------------------------------------------------- In his Amended Complaint, plaintiff-debtor Peter Szanto seeks relief against the Internal Revenue Service for allegedly improperly assessed taxes, damages resulting from that assessment, a refund of taxes already paid, and injunctive relief. Plaintiff has a long history of litigating against the IRS for the assessment of taxes in multiple tax years. This particular adversary proceeding focuses on the tax year 2007 and whether the IRS had agreed in 2012 to settle plaintiff's 2007 tax liability for a lesser amount than it now claims in its proof of claim. The complaint also asserts tort claims based on the IRS's conduct in assessing taxes for 2007, and its filing of an amended pleading in tax court for the tax year 2009. The United States, on behalf of the IRS, filed a motion to dismiss the complaint. Judge Peter C. McKittrick of the U.S. Bankruptcy Court for the District of Oregon grants the IRS' motion as to all the individual defendants and as to the United States as to all affirmative claims. Plaintiff will be granted leave to replead his claims for fraud and malicious prosecution consistent with this Memorandum Opinion. All other claims will be dismissed with prejudice. Plaintiff filed a chapter 111 case on August 16, 2016. The IRS filed a proof of claim, asserting that it is owed taxes, interest, and penalties totaling $72,406.54. In response to the IRS's proof of claim, plaintiff filed this adversary proceeding, asserting three claims against the IRS as the single defendant: breach of contract, fraud, and intentional or negligent infliction of emotional distress. When the IRS filed a motion to dismiss, plaintiff obtained leave to file this amended complaint. Judge McKittrick substitutes the US as the defendant stating that that the IRS is not subject to suit in a U.S. District Court. In his amended complaint, plaintiff also named several individuals whom he asserts are or were employees of the IRS. Where a suit is against IRS employees in their official capacity, it is essentially a suit against the United States. Plaintiff argues that 26 U.S.C. section 7433(a) authorizes suit against individual IRS employees. However, that statute provides that a "taxpayer may bring a civil action for damages against the US. . . ." It does not authorize suit against individual agents of the IRS. Defendant concedes that "there is no dispute that this Court has jurisdiction to adjudicate an objection to the IRS Claim filed in this case," but argues that this court lacks jurisdiction to hear any complaint for relief beyond the adjudication of plaintiff's claim objection. Defendant further argues that plaintiff's contract claim fails to state a claim for relief. Judge McKittrick concludes that by filing a proof of claim in this case, the US waived sovereign immunity, but that plaintiff failed to state a claim for relief. Accordingly, plaintiff's contract claim will be dismissed with prejudice. Plaintiff's remaining claims are for fraud, malicious prosecution and intentional or negligent infliction of emotional distress. The US argues that, despite the waiver of sovereign immunity contained in sections 106(b) and (c), both the Federal Tort Claims Act and 26 U.S.C. section 7433 of the Internal Revenue Code provide jurisdictional limitations barring plaintiff's claims. Plaintiff's response that his malicious prosecution claims are unrelated to the collection of any tax is facially incorrect and without merit, based on the allegations of the amended complaint. Further, plaintiff's argument regarding these claims is replete with references to audits and assessment attempts by the IRS. Plaintiff's claims also do not meet the statutory requirements under the FTCA for cognizable claims. In his request for refund, Judge McKittrick finds that plaintiff has failed to allege facts sufficient to meet the requirements of section 505 of the Bankruptcy Code and establish jurisdiction for his refund claim. Accordingly, plaintiff's claim for a refund will be dismissed. Plaintiff's request for injunctive relief is also dismissed as plaintiff has not alleged that he lacks alternative means to contest the legality of a particular tax. In fact, his allegations suggest the opposite, since he has appealed to the Tax Court in the past. In conclusion, Judge McKittrick rules that the plaintiff may file a Second Amended Complaint against the US curing the deficiencies discussed herein, which he must do within 14 days of the date of entry of the order dismissing the claims. Failure to meet the 14-day deadline to file an amended complaint or failure to cure the deficiencies identified in this Memorandum Opinion will result in a dismissal of all claims with prejudice. Plaintiff may not add new causes of action or parties without leave of the court or stipulation of the United States pursuant to Fed. R. Civ. P. 15. The adversary proceeding is Peter Szanto, Plaintiff, v. Internal Revenue Service, Tammy Hedstrand, Vicky Hazley, Chris Wagner, Unknown Agents 1-10, Defendants, Adv No. 16-3141-pcm (Bankr. D. Or.). The bankruptcy case is IN RE: Peter Szanto, Debtor, Case No. 16-33185-pcm11 (Bankr. D. Or.). A full-text copy of of Judge McKittrick's Memorandum Opinion is available at https://is.gd/XQgSXn from Leagle.com. Internal Revenue Service, of the United States Department of the Treasury, Defendant, represented by BORIS KUKSO -- boris.kukso@usdoj.gov -- DOJ-Tax. Peter Szanto filed a Chapter 11 petition (Bankr. D. Nev. Case No. 13-51261) on June 25, 2013. PFO GLOBAL: Court Denies Case Conversion, Orders Trustee Appt. -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court denied PFO Global's motion to convert its Chapter 11 reorganization case to a Chapter 7 liquidation and issued an order directing the appointment of a Chapter 11 trustee. The order states, "Ordered that the Motion is Denied; it is further Ordered that the Office of the United States Trustee is directed to appoint a chapter 11 trustee for the Debtors and their estates; on or before July 12, 2017, the Chapter 11 Trustee shall file a status report and plan of action for keeping the cases in chapter 11 and the Court will determine at the status conference whether to convert the cases to chapter 7 or keep them in chapter 11; and that the Court will conduct a status conference on July 13, 2017." BankruptcyData previously reported, the Company sought conversion on the following grounds: "The Debtors believe conversion and continuation of the Bankruptcy Cases under Chapter 7 are in their best interests and the best interests of their creditors. In light of the lack of any progress in the raising of the necessary funds for a reorganization (or debtor in possession financing) by the UCC, the Unsecured Creditors and the Debtors and the mounting expenses accrued by the Debtors, their creditors, and other parties in interest, the Debtors believe an orderly liquidation proceeding carried out according to the provisions of Chapter 7 of the Bankruptcy Code will minimize future expenses and provide for maximum distribution to creditors." About PFO Global PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC, filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 17-30355) on Jan. 31, 2017. The bankruptcy cases are pending in the Dallas Division and are being jointly administered under Case No. 17-30355. Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C., serve as the Debtors' bankruptcy counsel. Haynes and Boone, LLP, is the special corporate and securities law counsel. Mahesh Shetty, a certified public accountant, is the Debtor's financial officer. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. In February 2017, a three-member panel was appointed as official committee of unsecured creditors in the Debtors' case. The Committee retained Shraiberg, Ferrara, Landau & Page, P.A. as legal counsel, and McCathern, PLLC as local counsel. PRECIOUS FORMALS: Gets Court Approval of Plan to Exit Bankruptcy ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved the Chapter plan of reorganization for Precious Formals, Inc. and its shareholders Javed and Ruby Ashraf. The court on June 8 gave the thumbs-up to the restructuring plan after finding that it satisfied the requirements for confirmation under the Bankruptcy Code. In the same filing, the court also gave approval to the disclosure statement, which explains the plan. A copy of the order is available for free at https://is.gd/RbTmt4 About Precious Formals Precious Formals, Inc., and its shareholders Javed and Ruby Ashraf filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case Nos. 16-35417 and 16-35419) on Oct. 31, 2016. The petition was signed by Mr. Ashraf. The cases are jointly administered and are assigned to Judge Jeff Bohm. The Law Office of Margaret M. McClure serves as the Debtors' bankruptcy counsel. At the time of the filing, Precious Formals estimated assets of less than $1 million and liabilities of $1 million to $10 million. PROFESSIONAL RESOURCE: Taps Peterson Beyenhof as Accountant ----------------------------------------------------------- Professional Resource Network, Inc. and HomeCare Resource, LLC filed separate applications seeking approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Peterson, Beyenhof & Zahler, Ltd. The firm will assist HomeCare in the preparation of its tax returns and will be paid a flat fee of $2,000. Meanwhile, Peterson will provide monthly bookkeeping services to PRN for a flat fee of $2,000 to $3,000, and will assist the company in preparing its tax returns for a flat fee of $4,000. Julie McGuire, a certified public accountant employed with Peterson, disclosed in a court filing that she and her firm do not hold any interest adverse to the Debtors and their bankruptcy estates. The firm can be reached through: Julie McGuire Peterson, Beyenhof & Zahler, Ltd. 750 Boone Avenue North Minneapolis, MN 55427 Tel: (763) 545-7110 Fax: (763) 593-8363 Email: David@pbzcpa.com About Professional Resource Network Professional Resource Network, Inc. and HomeCare Resource, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-41577 and 17-41578) on May 25, 2017. Charie L. Devolites, chief executive officer, signed the petitions. Established in 2000, HomeCare Resource -- http://www.homecareresource.com/-- operated a home health care facility offering nursing care, physical therapy, occupational therapy, speech pathology, home health aide and medical social services. At the time of the filing, Professional Resource estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HomeCare Resource estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Kathleen H. Sanberg presides over the cases. The Debtors are represented by Steven B. Nosek, Esq., and Yvonne R. Doose, Esq. QUALITY OIL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Affiliated debtors that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Quality Oil Tools LLC 17-33807 2245 Texas Avenue, Suite 300 Sugar Land, TX 77479 QOT Holding Company LLC 17-33808 2245 Texas Avenue, Suite 300 Sugar Land, TX 77479 Business Description: Quality Oil Tools -- http://www.qualityoiltools.com-- is primarily known as a manufacturer and servicer of high-quality pressure control equipment such as gate valves, check valves, and choke and kill manifolds used primarily by contractors and operators worldwide. The Company offers a full line of 5,000 through 15,000-psi gate valves and various sizes and pressures of hydraulically operated drilling chokes with both single and dual control consoles. Quality provides repairs to gate valves and chokes and maintains a full line of replacement parts and high quality raw materials. Quality is an API 6A, API 16A and API 16C certified facility with ISO 9001:2008 certification and ABS and ASME approved welding. Quality offers complete traceability of materials and parts for certification and recertification as well as an in-house painting, sandblasting, and stress relief plant. In addition to API 6A, API 16A and API 16C certifications, Quality Oil Tools is also a registered engineering firm in Texas, registration number F-15349. Along with this registration Quality offers a wide variety of welding engineering consulting services including welding procedure review, development, and project execution management. Chapter 11 Petition Date: June 18, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtors' Counsel: Joshua W. Wolfshohl, Esq. PORTER HEDGES LLP 1000 Main, 36th Floor Houston, TX 77002 Tel: 713-226-6000 Fax: 713-228-1331 E-mail: jwolfshohl@porterhedges.com Estimated Estimated Assets Liabilities ---------- ----------- Quality Oil Tools $1M-$10M $10M-$50M QOT Holding Company $0-$50K $10M-$50M The petitions were signed by John Bradley Mitchell, general manager and CEO. The Debtors did not file a list of their 20 largest unsecured creditors together with the Petitions. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/txsb17-33807.pdf http://bankrupt.com/misc/txsb17-33808.pdf QUEST PATENT: Stockholders Elect Jon Scahill as Director -------------------------------------------------------- Quest Patent Research Corporation amended its amended and restated certificate of incorporation following the approval of the amendment by the stockholders at the 2017 annual meeting of stockholders which was held on June 15, 2017. The amendment increased the number of authorized shares of common stock from 1,250,000,000 shares to 10,000,000,000 shares. On June 15, 2017, the Company held its 2017 annual meeting of stockholders. At the meeting, the stockholders voted on the election of Jon C. Scahill as Class I director and approved an amendment to the Company's amended and restated certificate of incorporation which increased the number of authorized shares of common stock to 10,000,000,000 shares. About Quest Patent Quest Patent Research Corporation is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, control or manage eight intellectual property portfolios, which principally consist of patent rights. The Company's eight intellectual property portfolios include the three portfolios which the Company acquired in October 2015 from Intellectual Ventures Assets 16, LLC. Quest Patent reported a net loss of $956,092 on $1.26 million revenues for the year ended Dec. 31, 2016, compared with a net loss of $327,270 on $498,395 of revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Quest Patent had $2.08 million in total assets, $3.68 million in total liabilities and a total stockholders' deficit of $1.59 million. MaloneBailey, LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred a series of net losses resulting in negative working capital as of Dec. 31, 2016. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. R & A PROPERTIES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of R & A Properties, Inc. About R & A Properties Inc. Based in Urbandale, Iowa, R & A Properties Inc. listed its business as a single-asset real estate. The Company has a fee simple interest in certain properties in Des Moines. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 17-01000) on May 22, 2017. Robert J. Colosimo, treasurer and director, signed the petition. At the time of the filing, the Debtor disclosed $192,307 in assets and $2.54 million in liabilities. Wandro & Associates P.C. is the Debtor's bankruptcy counsel. RATAMESS CHIROPRACTIC: Unsecureds to be Paid $1,047.81 Per Month ---------------------------------------------------------------- Ratamess Chiropractic Clinic, P.C., on June 5 filed with the U.S. Bankruptcy Court for the District of Carolina a second amended disclosure statement, which explains the Debtor's proposed plan to exit Chapter 11 protection. Class 6 Claims of General Unsecured Creditors will be impaired under the Plan. This class will be paid a percentage of their allowed claims without interest after the Effective Date as set forth in this Plan of Reorganization. This class is deemed to be impaired. Class 6 will be paid $1,047.81 per month (formerly $1,230.40 per month in original Amended Disclosure Statement). Total debt in this class is $62,869 (formerly $73,824 total in original Amended Disclosure Statement). Holders of Class 7 equity ownership will receive no monies; however, the stock ownership if the Debtor is a corporation, by members of this class will be retained. If the Debtor is not a corporation, then equity ownership will include partnership property if the Debtor is a partnership or any interest in personal or real property of the Debtor if the Debtor is an individual. This class will be deemed to be impaired. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/scb16-04993-57.pdf As reported by the Troubled Company Reporter on May 23, 2017, the Debtor filed with the Court a revised disclosure statement, saying that the Debtor made revisions to the previous disclosure statement after the Court denied its bid to conditionally approve the original version due to lack of information. The disclosure statement contained information regarding the reason for filing the company's bankruptcy case and the events leading up to the filing. The document also provided additional information regarding a potential loan the Debtor has considered to fund the restructuring plan. According to the document, Ratamess has considered various options for borrowing, and it sees as the best option a 180-month loan in the amount of $100,000 to fund the plan. About Ratamess Chiropractic Clinic Ratamess Chiropractic Clinic, P.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04993) on Sept. 30, 2016. The petition was signed by Dr. Scott Ratamess, owner. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Robert H. Cooper, Esq., at The Cooper Law Firm represents the Debtor as bankruptcy counsel. The Office of the U.S. Trustee on November 2 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ratamess Chiropractic Clinic, P.C. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. RAVENSTAR INVESTMENTS: Case Summary & 17 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Ravenstar Investments, LLC P.O. Box 7752 Reno, NV 89510 Business Description: Ravenstar Investments owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada, having an aggregate current value of $2.64 million. The Company posted gross revenue from rental income of $38,960 for 2016 and gross revenue from rental income of $45,210 for 2015. Chapter 11 Petition Date: June 18, 2017 Case No.: 17-50751 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. 4777 Caughlin Pkwy Reno, NV 89519 Tel: (775) 322-1237 Fax: (775) 996-7290 E-mail: kad@darbylawpractice.com kevin@darbylawpractice.com Total Assets: $2.65 million Total Liabilities: $2.59 million The petition was signed by Ronald L. Brandon, managing member. The Debtor's list of its 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb17-50751.pdf REIGN CORP: Hall and Company Raises Going Concern Doubt ------------------------------------------------------- Reign Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $199,142 on $250,601 of net revenues (successor) for the one month ended December 31, 2016, compared with net loss of $632,388 on $1.55 million of net revenues (predecessor) for the eleven months ended November 30, 2016. For the year ended December 31, 2015, the Company recorded a net loss $800,582 on $3.29 million of net revenues (predecessor). The audit report of Hall and Company in Irvine, Calif., states that the Company (Successor and Predecessor) had an accumulated deficit at December 31, 2016 and 2015, recurring net losses, and a working capital deficit at December 31, 2016 and 2015, which raises substantial doubt about its ability to continue as a going concern. At December 31, 2016, the Company had total assets of $2.34 million, total liabilities of $3.03 million, and $691,837 in total shareholders' deficit. A full-text copy of the Form 10-K is available at: http://bit.ly/2spiL3M Reign Corporation ("RGNP"), formerly known as Reign Sapphire Corporation, is a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company with 3 niche brands: Reign Sapphire: ethically produced, direct mine-to-consumer sapphire jewelry targeting millennials, Coordinates Collection: custom jewelry, inscribed with location coordinates commemorating life's special moments, and Le Bloc: classic customized jewelry. RENT-A-CENTER INC: S&P Affirms B- CCR Amid Amended Credit Facility ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' corporate credit rating on U.S.-based Rent-A-Center Inc. S&P has removed all ratings from CreditWatch, where it placed them with negative implications on Feb. 17, 2017. The outlook is negative. Concurrently, S&P raised its issue-level ratings on the company's term loan to 'B+' from 'B'. S&P' revised the recovery rating to '1' from '2', indicating its expectation for very high (90% - 100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. S&P also raised the issue-level rating on the company's unsecured notes to 'CCC+' from 'CCC'. S&P revised the recovery rating to '5' from '6', indicating its expectations for modest (10%-30%; rounded estimate: 20%) recovery for lenders in the event of a payment default. S&P does not rate the $350 million senior secured revolving credit facility. "Our negative outlook on the company reflects projected multiple covenant breaches in the first and second quarter of 2017 and the subsequent amendment of credit facilities," said S&P Global Ratings credit analyst Olya Naumova. This effectively cut the company's access to the revolving credit facility in half and increased its pricing, all in order to take away leverage financial maintenance covenants and maintain reduced access to the revolving facility. The negative outlook reflects S&P's view that performance trends will remain challenged over the next year as RCII faces a continued soft retail environment, with heightened competition in all product categories it offers for rent. S&P also sees challenges with the potentially lower quality loan portfolio as it shifts back to renting higher-priced merchandise to its largely subprime customer base and pursues a late-to-the-market e-commerce expansion. S&P could lower the rating if liquidity weakens because of consistently reduced or negative free operating cash. This could be triggered by an unsuccessful execution of the turnaround plan and the need for markdowns and increased inventory losses, causing RCII's gross and EBITDA margins to erode below S&P's projections for the next 12 months. S&P could also lower the ratings if it envisions a specific default scenario occurring over the next 12 months. This could arise if operating performance deteriorates and results in the mounting possibility of risk of proactive effort to restructure the balance sheet debt obligations with a distressed exchange, or if cash use accelerates. This could also arise if S&P believes there is a heightened possibility that the company will be unable to refinance and extend maturity under the revolving credit facility. Although unlikely in the near term given continued price competition in the industry, S&P could revise the outlook to stable if the company can grow revenues by more than 5% and expand gross margin by more than 150 bps through improved core U.S. and Acceptance Now segment growth. At that time, leverage would decline to below 5.0x on a sustained basis. RESAAS SERVICES: Negative Cash Flow Raises Going Concern Doubt -------------------------------------------------------------- RESAAS Services Inc. filed its quarterly report on Form 6-K, disclosing a net loss of C$1.27 million on C$116,093 of revenue for the three months ended March 31, 2017, compared with a net loss of C$953,052 on C$98,381 of revenue for the same period in 2016. The Company's balance sheet at March 31, 2017, showed C$6.84 million in total assets, C$421,135 in total liabilities, and a stockholders' equity of C$6.42 million. As of March 31, 2017, the Company had not yet generated significant revenue or positive cash flow from operations and had an accumulated deficit of C$32,812,799. These factors, among others, create substantial doubt as to the ability of the Company to continue as a going concern. Management believes that the proceeds from additional equity financing activities that it is currently pursuing, combined with revenue that the Company expects to generate in subsequent periods, will provide the Company with sufficient working capital to satisfy its liabilities and commitments as they become due for the foreseeable future. A copy of the Form 6-K is available at: http://bit.ly/2sHvv7Z Headquartered in Vancouver, Canada, RESAAS Services Inc. is engaged in the development of web and mobile communications software for the real estate industry. The Company creates a suite of tools, which integrate with the platform, including an enterprise social network, a global referral network, lead generation engine, listing management, client engagement modules, customer relationship management (CRM) tools, analytics, file sharing and an advertising engine. These tools and functionality are made available to owners of real estate brokerage firms and brokers, licensed real estate agents and Realtors. RIMI CORPORATE: Taps Carl D. Preiser as Accountant -------------------------------------------------- Rimi Corporate Facilities Refurbishing Ltd. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Carl D. Preiser CPA, P.C. The firm will provide accounting services to the company and its affiliates Rimi Woodcraft Corp. and Veneer Products Ltd. These services include the preparation of the Debtors' monthly operating reports and financial statements, a review of their accounting systems, and the formulation of a plan of reorganization. The hourly rates charged by the firm are: Partners $375 Staff Accountants $225 Paraprofessionals $125 Administrative Assistants $125 The firm received a retainer in the amount of $45,000 from Marie Rizzo, sister of the Debtors' president. Carl Preiser, a certified public accountant, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: Carl Preiser Carl D. Preiser CPA, P.C. 2535 Horace Ct. Bellmore, NY 11710 Phone: (516) 679-1628 About Rimi Corporate Facilities Refurbishing Ltd. Rimi Corporate -- http://www.rimi.net/-- is in the business of woodwork and wood finishing. Founded in 1952, Rimi Woodcraft Corp. manufactures and markets architectural furniture. Rimi Corporate Facilities Refurbishing Ltd., Rimi Woodcraft Corp. and Veneer Products Ltd. first filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 17-11436) on May 23, 2017, in Manhattan. On May 24, the Rimi Corporate, Rimi Woodcraft and Veneer Products cases were transferred to the White Plains Divisional Office and assigned new case numbers (Bankr. S.D.N.Y. Case Nos. 17-20002, 17-20001 and 17-22759). The Manhattan cases were terminated. Anthony Rizzo, president, signed the petitions. At the time of the bankruptcy filing, Rimi Corporate Facilities and Veneer Products listed under $50,000 in assets and under $500,000 in liabilities. Rimi Woodcraft Corp. listed under $0 in assets and $4,600,000 in liabilities. The Debtors are represented by Robert Leslie Rattet, Esq., at Rattet PLLC. ROOSTER ENERGY: Angelo Gordon Wants Opco Cases Converted to Ch.7 ---------------------------------------------------------------- Angelo, Gordon Energy Servicer, LLC, asks the U.S. Bankruptcy Court for the Western District of Louisiana to convert the chapter 11 cases of Rooster Oil & Gas, LLC, Rooster Petroleum, LLC, and Probe Resources US Ltd. -- the Rooster Opco Entities -- to cases under chapter 7. Angelo Gordon says it is seeking conversion of the Rooster Opco Cases to chapter 7 to preserve the Administrative Agent's and the noteholders' Cash Collateral and to preserve the going-concern value of those affiliated Debtors that have actual prospects for a successful reorganization. The Administrative Agent objects to any use of the Cash Collateral or other Collateral to fund the Rooster Opco Cases as the Administrative Agent and the Holders cannot be adequately protected. Angelo Gordon contends that: (i) the Rooster Opco Entities face continuing diminution to their estates and have no reasonable likelihood of a successful rehabilitation; (ii) the Debtors have asserted that the Administrative Agent and the Holders are undersecured in their Collateral and, given that there are no unencumbered assets, the Rooster Opco Cases do not have any funding to cover the costs of administration; and (iii) the Debtors are attempting to keep the Rooster Opco Entities alive by siphoning value from the Collateral of the Administrative Agent and the Holders for no apparent reason. The Rooster Opco Entities own numerous end-of-life oil and gas properties with millions of dollars of plugging and abandonment -- P&A -- liabilities and little revenue to cover them. According to Angelo Gordon, the P&A liabilities owed by the Rooster Opco Entities and their rapidly diminishing revenues prevent any prospect of a successful reorganization. It points to the Debtors' 13-week budget that was provided to the Administrative Agent, wherein the Debtors project approximately $2,891,000 in revenues to be collected within the first month of the cases by July 2, 2017, such revenues likely all having accrued prior to the Petition Date, either through production for prior months or an extraordinary accrued receivable for work already performed and completed. However, during the period of July 3, 2017 through September 3, 2017, the Rooster Opco Entities are projected to receive only $296,000 in revenues while incurring more than $1.2 million in expenses and costs. Angelo Gordon also expects that revenues for the Rooster Opco Entities after September 3, 2017 will not exceed the monthly average of $148,000 projected for July and August, 2017. Angelo Gordon is the administrative agent and collateral agent on behalf of itself and the holders of secured notes issued pursuant to a Note Purchase Agreement, dated as of November 17, 2014 and amended and restated as of June 25, 2015. According to Angelo Gordon, the Debtors admit that the Administrative Agent and the noteholders hold a valid, enforceable, and allowable claim against the Debtors, as of the Petition Date, in an aggregate amount of at least $53.1 million in unpaid principal, and the Administrative Agent and the Holders are also owed accrued but unpaid interest and any and all other fees, costs, expenses, charges, debts or obligations of the Debtors to the Administrative Agent and the Holders under the Prepetition Note Documents and applicable law. The Note Claims are secured by a first-priority and properly perfected lien on and security interest in substantially all assets and property of the Debtors. Angelo Gordon says the Debtors have taken the position that the Administrative Agent and the Holders are undersecured yet have made no attempt to maximize value for their primary creditor constituent. Angelo Gordon points to the Debtors' motion for authority to use cash collateral, wherein "[T]he Debtors estimate that their assets -- and the [Administrative Agent's and Holders'] collateral, is worth approximately $16.4 million on the low case and $38 million on the high case, with a mid-case of $27.2 million. Accordingly, under any scenario, the Debtors assert that the [Administrative Agent and the Holders] are undersecured." Angelo Gordon tells the Court that it is important to note that the Debtors ascribe no value to the oil and gas properties of the Rooster Opco Entities. The only value they ascribe is to the Shell Receivable and certain bond collateral due to be returned to Probe, all of which is subject to the perfected liens of the Administrative Agent. For the avoidance of doubt, the Administrative Agent is not seeking to convert the chapter 11 cases of Cochon Properties, LLC, Morrison Well Services, LLC, Rooster Energy, L.L.C., or Rooster Energy Ltd. to chapter 7. It believes the Cochon and MWS entities could be successfully restructured in chapter 11. About Rooster Energy Houston, Texas-based Rooster Energy Ltd. -- http://www.roosterenergyltd.com-- is an integrated oil and natural gas company with an exploration and production (E&P) business and a downhole and subsea well intervention and plugging and abandonment service business. The Company's operations are located in the state waters of Louisiana and the shallow waters of the Gulf of Mexico, mature regions that have produced since 1936. Rooster Energy, L.L.C., Rooster Energy Ltd., and five other affiliates filed a Chapter 11 petition (Bankr. W.D. La. Lead Case No. 17-50705) on June 2, 2017. Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve as bankruptcy counsel. In its petition, Rooster Energy L.L.C. estimated $0 to $50,000 in assets and $50 million to $100 million in liabilities. The petition was signed by Kenneth F. Tamplain, Jr., president and chief executive officer. Counsel for Angelo, Gordon Energy Servicer, LLC, the administrative agent and collateral agent on behalf of itself and the holders of secured notes issued pursuant to a Note Purchase Agreement, dated as of November 17, 2014: Louis M. Phillips, Esq. KELLY HART & PITRE One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 Telephone: (225) 381-9643 Facsimile: (225) 336-9763 E-mail: louis.phillips@kellyhart.com - and - Paul E. Heath, Esq. Bradley R. Foxman, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201-2975 Tel: 214.220.7700 Fax: 214.220.7716 E-mail: pheath@velaw.com bfoxman@velaw.com ROTHSTEIN ROSENFELDT: Cirgandyne Tapped to Sell Alcohol License --------------------------------------------------------------- The official overseeing the Rothstein Rosenfeldt Adler PA Liquidating Trust seeks court approval to hire Cirgandyne Inc. In a filing with the U.S. Bankruptcy Court for the Southern District of Florida, Michael Goldberg, the liquidating trustee, proposes to employ the broker and its managing director Sam Block to market and sell an alcohol license. The broker, which conducts its business as liquorlicense.com, will receive a commission of $9,000 from the proceeds of the sale of the license. Neither the managing director nor his employees have any prior involvement in Rothstein's bankruptcy case, according to court filings. The firm can be reached through: Sam Block Cirgandyne Inc. 17383 W. Sunset Boulevard Pacific Palisades, CA 90272-4181 Phone: (310) 459-6300 About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. RRA won approval of an amended liquidating Chapter 11 plan pursuant to the court's July 17, 2013 confirmation order. The revised plan, filed in May, is centered around a $72.4 million settlement payment from TD Bank NA. Mr. Goldberg was named the liquidating trustee of the RRA Liquidating Trust as of the "effective date" of July 22, 2013. SAAD INC: Can Continue Using Cash Collateral Until July 25 ---------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts entered an order approving Saad, Inc.'s motion to use cash collateral on the same terms and conditions as previously allowed through the continued hearing, which will be held on July 25, 2017 at 11:15 a.m. A full-text copy of the Order, dated June 13, 2017, is available at https://is.gd/q8hYSW About Saad Inc. Saad, Inc., owns and operates a gas station located at 899 Belmont Street, Brockton, Massachusetts. Saad, Inc., filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-13691) on Sept. 27, 2016, disclosing total assets at $1.26 million and total liabilities at $734,638. Yacoub G. Saad, president, signed the petition. The case is assigned to Judge Joan N. Feeney. The Debtor is represented by Norman Novinsky, Esq., at Novinsky & Associates. The Debtor continues to operate as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No official committee of creditors has been appointed in the case. SADEX CORPORATION: Raytheon to Recoup 43% Under Amended Plan ------------------------------------------------------------ Sadex Corporation filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated June 5, 2017, referring to the Debtor's first amended plan of reorganization. Class 1 Raytheon Claim -- totaling $1,971,596.05 -- will recover 43% under the Plan. Raytheon will receive distributions on account of the Raytheon Claim equal to $850,000. Raytheon will receive a distribution in the amount of $200,000 on the Effective Date. The initial Raytheon distribution will be paid from a combination of (i) the full amount of the L-3 Escrow as of the Effective Date, and (ii) the cash held by the Reorganized Debtor as of the Effective Date. In addition to the initial Raytheon distribution, Raytheon will receive monthly installments equal in the aggregate to $650,000. The first monthly Raytheon distribution will be paid by the Reorganized Debtor to Raytheon on the first day of the first calendar month immediately following the Effective Date, with a like installment being paid to Raytheon on the first day of each successive calendar month until Jan. 1, 2025, upon which date the final monthly Raytheon distribution will be paid by the Reorganized Debtor to Raytheon. The amount of each monthly Raytheon distribution will be calculated, based on the actual Effective Date, to yield a sum equal to the monthly Raytheon distribution total. By way of illustration, if the Effective Date is Sept. 15, 2017, the first monthly Ratheon distribution would be made on Oct. 1, 2017, for a total of 88 such monthly Raytheon distributions of $7,386.36 each. However, any amounts paid to Raytheon pursuant to Section 4.01(d) of the Plan will be credited toward the monthly Raytheon distribution total. Consequently, the final monthly Raytheon distribution to be paid by the Reorganized Debtor may be paid sooner than Jan. 1, 2025, and the final monthly Raytheon distribution may be in an amount less than the full amount of each monthly Raytheon distribution in the event that the Reorganized Debtor makes any distributions to Raytheon in accordance with Section 4.01(d) of the Plan. This is further addressed in Section 4.01(e) of the Plan. The Reorganized Debtor will determine whether or not it holds excess cash as of Dec. 31, 2018, and as of Dec. 31 of each successive calendar year thereafter until the Raytheon Claim and the L-3 Cure Claim have been paid in full in accordance with the Plan. In the event that the Reorganized Debtor holds excess cash on an excess cash determination date, the Reorganized Debtor will make a distribution of excess cash to Raytheon by Jan. 31 immediately following such Excess Cash Determination Date in an amount equal to the lesser of (i) 50% of the total excess cash, or (ii) an amount of excess cash that, when added to the sum of all prior monthly Raytheon distributions and excess cash distributions paid to Raytheon, will equal the monthly Raytheon distribution total. For the avoidance of doubt, any excess cash distribution made to Raytheon will not increase the total Raytheon recovery and Raytheon will not be entitled to receive any amount in excess of the total Raytheon recovery. Rather, any excess cash distribution made to Raytheon will serve to (i) advance the date on which the final monthly Raytheon distribution is made, and (ii) decrease the amount of the final monthly Raytheon distribution. For example, if the Reorganized Debtor makes one or more excess cash distributions to Raytheon and a later monthly Ratheon distribution, if made in the full amount, would result in Raytheon receiving total distributions in excess of the total Raytheon recovery, then monthly Raytheon distribution will be made in an amount which, when added to the sum of all prior monthly Raytheon distributions and excess cash distributions paid to Raytheon, will equal the monthly Raytheon distribution total. Once Raytheon has received Distributions equaling the total Raytheon recovery, Raytheon will not be entitled to receive any further distributions under the Plan, notwithstanding anything to the contrary in Section 4.01 of the Plan. Class 1 is impaired by the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb14-44622-294.pdf As reported by the Troubled Company Reporter on Aug. 15, 2016, the Debtor filed a Plan of Reorganization and Disclosure Statement, which provided for continuation of the Debtor's business under its current management and ownership and restructuring of the Debtor's debts. That plan proposed that Class 1 receive 29% distributions totaling $576,000 in full, final and complete satisfaction of such claim. The sum would be paid to Raytheon in 72 monthly installments of $8,000 each. About Sadex Corporation Sadex Corporation filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 14-44622), on Nov. 14, 2014. The case is assigned to Judge Michael Lynn. The Debtor's counsel is J. Robert Forshey, Esq., at Forshey & Prostok, LLP, of Fort Worth, Texas. The petition was signed by Harlan E. Clemmons, president. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb14-44622.pdf SAMSON RESOURCES: Objections to 22 Parker Heirs Claims Sustained ---------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware sustained Samson Resources Corporation's Amended Second Omnibus (Substantive) Claims Objection which objects, in part, to 22 claims filed by various "Parker Heirs" each seeking $100 million on account of their royalty claims and the Joint Motion of the Debtors and the Official Committee of Unsecured Creditors for Entry of an Order Establishing the Amount of the Disputed Royalty Holder Claims Reserve. The Parker Heir Claims are based, in part, on an oil and gas royalty lease entered into by their grandfather. The Parker Heirs dispute whether the Walling Lease is still valid and, if it is, the amount of the royalties owed therefrom. The Parker Heirs assert four primary (and largely independent) arguments in support of their Claims: (i) the Walling Lease terminated and, thus, there is not a valid lease for the gas interests in the 25-Acre Tract; (ii) the Debtors have underpaid the Parker Heirs on their royalty interests; (iii) the Parker Heirs own an interest in the 69-Acre Tract; and (iv) the Parker Heirs believe their claim should be classified as a secured claim, priority claim, or an administrative claim. In addition, at trial, the Parker Heirs contested the legitimacy of the transfer of one-half of Randolph Parker’s interest to National Locater and the payments from the Debtors on account of that transfer. In response, the Debtors insist that the Walling Lease is valid as the Booth-Freeman #1 Well was drilled and has continued in production through the primary lease portion of the Walling Lease, thereby perpetuating the Walling Lease. The Debtors also claim that the Parker Heirs have received all of their royalty interests in the 25-Acre Tract. Finally, the Debtors do not believe that the Parker Heirs can prove any valid interest in the 69-Acre Tract. As a result, the Debtors do not believe that any of the Parker Heir Claims are valid and they seek to have these claims disallowed and expunged. In the alternative, the Debtors assert that if the Parker Heirs indeed have any valid claim against the Debtors, such claims are general unsecured claims and must be reclassified as such. After analyzing the testimonies and evidence presented, Judge Shannon finds that the Walling Lease has not terminated because the Booth-Freeman #1 Well was drilled within the primary period of the Walling Lease, began producing and continues in production. The Walling Lease did not terminate and remains in effect. Further, the Parker Heirs have the burden of proof regarding ownership of any royalty interests, and they needed to come into Court with evidence establishing their ownership interests in the 69-Acre Tract and rebutting the Debtors' evidence. This, they did not do. As such, Judge Shannon finds that the Parker Heirs do not possess any royalty interests in the 69-Acre Tract. In addition, the Parker Heirs had the burden to establish the amount of their claims and to rebut the Debtors' records and evidence of proper, regular payments under the Walling Lease. Prior to the trial, the Parker Heirs employed Mary Ellen Denomy, an accountant who specializes in oil and gas, to develop the record regarding any errors in calculating the Parker Heirs' royalty payments. However, during trial, the Parker Heirs withdrew Ms. Denomy as a witness. Thus, the Parker Heirs did not put forth any evidence regarding the alleged errors in the Debtors' accounting for the Parker Heirs' royalty payments. At trial, the Debtors presented the check details to each of the Parker Heirs. Thus, the only evidence presented at trial was that the Debtors complied with the written instructions of the Parker Heirs regarding their inheritance of Randolph Parker’s royalty interest, that there are coherent business explanations for the different amounts received by each of the Parker Heirs, and that the Debtors have fully and properly paid the Parker Heirs for their fractional royalty interest. Judge Shannon finds that the Debtors have paid the Parker Heirs all royalties earned in the ordinary course of the Debtors' businesses. Based on the foregoing reasons, the Judge Shannon rules that the Walling Lease is valid and remains in effect, and that it allows for pooling of the mineral interests. As the 25-Acre Tract does not contain any wells, the only entitlement of the Parker Heirs to royalty payments is through the Walling Lease. The Court further finds that the Debtors have paid the Parker Heirs their royalty payments consistent with the provisions of the Walling Lease. As a result, the Court disallows the Parker Heir Claims in full. Furthermore, as the Parker Heir Claims are disallowed, the Court need not reach the Claims Reserve Motion as it is moot with respect to the Parker Heir Claims. A full-text copy of Judge Shannon's decision dated June 15, 2017, is available at: http://bankrupt.com/misc/deb15-11934-2436.pdf Counsel for Samson Resources II, LLC, for itself and the Reorganized Debtors: John H. Knight RICHARDS LAYTON & FINGER, P.A. One Rodney Square, 920 North King Street Wilmington, Delaware 19801 knight@rlf.com -- and -- Ana Alfonso WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 aalfonso@willkie.com -- and -- John Thompson, III KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 john.thompson@kellyhart.com PARKER HEIRS, Pro Se Diane S. Jones Gary Pop Kendi Narmer Pakey Bey Curtis Parker Cherrie Parker Thorton Chris Parker Counsel for the Settlement Trust: Joseph J. Farnan, Jr. FARNAN LLP 919 North Market Street, 12th Floor Wilmington, DE 19801 farnan@farnanlaw.com -- and -- Thomas E Lauria J. Christopher Shore WHITE & CASE LLP 1155 Avenue of the Americas New York, New York 10036 tlauria@whitecase.com cshore@whitecase.com About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities Of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. * * * In September 2016, Judge Sontchi denied Samson Resources' Motion for extension of their exclusive periods to file and solicit acceptances of their Chapter 11 plan. Samson sought an extension of its exclusivity period by another six months through March 2017. The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. SE PROFESSIONALS: Proposes to Use BFN Cash Collateral Until July 22 ------------------------------------------------------------------- SE Professionals, S.C. requests the U.S. Bankruptcy Court Northern District of Illinois to authorize it to use certain cash and cash equivalents that allegedly serve as collateral for claims asserted by Bank First National against the Debtor and its property. The Debtor's counsel will present before the Court for a hearing on the Debtor's Motion on the June 20, 2017, at 9:30 a.m. The Debtor seeks for preliminary authority to use cash collateral through and including July 22, 2017. The Debtor asserts that in order to continue to operate its business, and effectuate an effective reorganization, it is essential that it be authorized to use cash collateral for, among other things, the following purposes: payroll, insurance, utilities, postage, rent, purchases of supplies and materials, and other miscellaneous items needed in the ordinary course of business. The Debtor currently has cash totaling approximately $26,000, and accounts receivable valued at approximately $135,000. The proposed budget relating to the Debtor's use of cash collateral for week ending June 24 through week ending July 22, 2017 provides total (a) employee expenses of $115,220; (b) rent expense of $23,949; (c) taxes and fees of $3,300; (d) cost of goods $94,309; and cost of operations of approximately $19,027 The Debtor is prepared to offer these forms of adequate protection to Bank First National: A. The Debtor will permit Bank First National to inspect its books and records; B. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; C. The Debtor will make available to the Lender evidence of that which purportedly constitute their collateral or proceeds; D. Bank First National will be granted valid, perfected, enforceable, security interests in and to Debtor's post-petition assets which are now or hereafter become property of this estate, to the extent of their alleged pre-petition liens, if valid; and E. The Debtor will execute any documents that may be reasonably required by Bank First National to evidence the post-petition liens. A full-text copy of the Debtor's Motion, dated June 15, 2017, is available at https://is.gd/naOo9u A copy of the Debtor's Budget is available at https://is.gd/rRsYXx About SE Professionals SE Professionals is a Wisconsin service corporation which employs licensed optometrists and sells eyewear at three locations in the Milwaukee, Wisconsin area. The Debtor currently employs approximately twenty-four persons. SE Professionals' principal place of business is 840 W. Blackhawk St., Apt. 413, Chicago, Illinois 60642, which is the residence of the President, sole director and sole shareholder of the Debtor, namely, D. King Aymond, M.D. SE Professionals, S.C. d/b/a Premier Vision filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-18113), on June 14, 2017. The Petition was signed by King D. Aymond, M.D., president. The case is assigned to Judge Donald R Cassling. The Debtor is represented by Arthur G Simon, Esq. at Crane, Heyman, Simon, Welch & Clar. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. No trustee, examiner or official committee of unsecured creditors has been appointed in this case. SEINEYARD INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Seineyard, Inc. as of June 14, according to a court docket. About Seineyard Inc. Seineyard, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 17-40210) on May 18, 2017. Sam Dunclap, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Thomas Woodward Law Firm is the Debtor's bankruptcy counsel. SKIP BARBER RACING SCHOOL: Taps Forchelli as Legal Counsel ---------------------------------------------------------- Skip Barber Racing School LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, assist in the preparation of a plan of reorganization or liquidation. Gerard Luckman, Esq., and Brian Hufnagel, Esq., the attorneys designated to represent the Debtor, will charge $585 per hour and $380 per hour, respectively. The firm received a retainer of $41,717 from the Debtor. Mr. Luckman disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Gerard Luckman can be reached through: Gerard R. Luckman, Esq. Brian J. Hufnagel, Esq. Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: (516) 248-1700 Fax: (516) 248-1729 About Skip Barber Racing School Skip Barber Racing School LLC is a Braselton, Georgia-based racing school. It operates a fully-integrated system of racing schools, driving schools, racing championships, corporate events and OEM events across North America, teaching emergency braking, skid and slide control, proper cornering techniques, an understanding of vehicle dynamics, and a variety of other car-control skills. Skip Barber Racing School filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-35871) on May 22, 2017. The petition was signed by Michael Culver, managing member. The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Judge Cecelia G. Morris presides over the case. No trustee, examiner or committee of creditors has been appointed. SKYLINE MANOR: Insolvent Since Early 2011, Judge Rules ------------------------------------------------------ Ron Ross, the trustee of the Skyline Manor Chapter 11 bankruptcy estate, initiated an adversary proceeding against numerous defendants to avoid and recover approximately $600,000 in allegedly fraudulent transfers under 11 U.S.C. sections 544(b)(1), 548(a)(1)(A) and (B), and 550, and the Nebraska Uniform Fraudulent Transfer Act, Neb. Rev. Stat. section 36-701, et seq. His statutory authority to do so is explicitly bestowed by the Bankruptcy Code. From the defendants at trial, the trustee seeks to recover approximately $165,000 in payments for which he claims the debtor did not receive equivalent value in return. The issues had been narrowed on summary judgment prior to trial, so the evidence at trial focused mainly on whether Skyline Manor was solvent or able to pay its debts and operate its business. As to defendant R L Construction, the evidence addressed the additional element of whether it was an initial transferee. Skyline Manor is a non-profit corporation providing a continuum of care for senior citizens in Omaha, Nebraska. In the 2000s, it began to experience financial difficulties, and John Bartle was hired as the entity's chief restructuring officer in 2009. Mr. Bartle worked for BVM Management, Inc., a company that manages a number of health care and residential facilities in five states. BVM assumed management of Skyline Manor in 2012, when Skyline's previous management company, AmeriCare Communities III, LLC, merged with BVM. Skyline's financial condition continued to deteriorate, and it filed a Chapter 11 bankruptcy petition on May 8, 2014. The trustee alleges that beginning at least in 2011, the debtor made payments to the defendants for which the debtor did not receive reasonably equivalent value, while the debtor was insolvent or lacked funds to pay its bills or operate its business, with the intent to hinder, delay, or defraud future creditors. The defendants argue that Skyline's intention is the only pertinent issue and there is no evidence that Skyline did not intend to pay its debts. In support of this contention, the defendants argue that Skyline had credit from its vendors, it had obtained a large loan and line of credit, it was maintaining debt service to its primary lender, and it continued to operate despite creditor lawsuits and even paid some of the judgments during this time. The legal standard for whether a debtor is generally not paying its debts comes from involuntary bankruptcy cases. A court generally considers the number of unpaid claims; the amount of the claims; the materiality of nonpayment; and the overall conduct of the debtor's financial affairs. Perez v. Feinberg (In re Feinberg), 238 B.R. 781, 783 (B.A.P. 8th Cir. 1999) (vacated Dec. 16, 1999); Murrin v. Hanson (In re Murrin), 477 B.R. 99, 106-07 (D. Minn. 2012); In re Mikkelson, 499 B.R. 683, 689 (Bankr. D.N.D. 2013). Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the District of Nebraska finds that while the record contains no evidence as to these two factors during the time frame of the transfers, it is abundantly clear Skyline was letting sizable and critical monthly debts go unpaid or only partially paid. These were not minor or easily overlooked expenses; Mr. Bartle used Skyline's funds to pay personal debts or expenses of his other businesses. He clearly was juggling his company's various obligations and making payments to Skyline creditors only as the creditors became more insistent or the situation became more dire. The debtor was generally not paying its debts as they became due, and it was incurring new debt that it knew it was unable to pay. Therefore, it was insolvent at all material times since early 2011. The defendants also argue that judicial estoppel should apply to prevent the trustee from claiming the debtor was insolvent. Specifically, in their brief, the defendants assert that the trustee is "play[ing] fast and loose with the integrity of this court and the judicial process" because of inconsistent financial information. Judge Saladino, however, finds that the argument is not well-founded and uncalled for. Some of the financial information provided by the trustee to the business broker early in the case was prepared by Mr. Bartle's management company. The trustee disclaimed knowledge of its reliability or accuracy and encouraged anyone considering the purchase of the business to perform their due diligence. As the trustee became more familiar with the debtor and hired his own financial experts, it became clear that the prior information was largely inaccurate. For the defendants to insinuate that the trustee is only disavowing the previous information because recent information is more favorable to his case is disingenuous and an unwarranted attack on the trustee's character. The issue at trial regarding defendant R L Rynard Construction is whether it was an initial transferee of the transfers from Skyline. Under 11 U.S.C. § 550(a), to the extent that a transfer is avoided under the Bankruptcy Code, the trustee may recover the value of such property from the initial transferee of such transfer or the entity for whose benefit such transfer was made, or any immediate or mediate transferee of such initial transferee. To be an initial transferee, "a party must have dominion and control over the transferred funds." Luker v. Reeves (In re Reeves), 65 F.3d 670, 676 (8th Cir. 1995). After a thorough analysis, Judge Saladino opines that R L Rynard Construction exercised no dominion or control of the funds in the account; it was merely a conduit for Mr. Bartle's use of the money. R L Rynard Construction is not responsible for the transfers from Skyline into the account. To establish that transfers were made while the debtor's financial state was fragile, the trustee must show the debtor was not paying its debts as they became due, or the debtor was left with unreasonably small capital, or the debtor's liabilities exceeded its assets at a fair valuation. The evidence demonstrates the debtor was not paying its debts as they became due. As this was the only element necessary to establish fraudulent transfers to Clarke Realty, LLC; Dan Elliott, Inc.; and Rubicon Foods, LLC, judgment avoiding the transfers will be entered in favor of the trustee and against these defendants under section 548(a) and NUFTA. Because the evidence did not establish that defendant R L Rynard Construction was an initial transferee of the transfers, judgment will be entered in favor of this defendant. The defendants' motion for judgment on partial findings, made at the close of the trustee's case and on which the court deferred ruling under Federal Rule of Bankruptcy Procedure 7052 and Federal Rule of Civil Procedure 52(c), is denied. Default judgments have previously been entered against defendants Harrison & Moberly, L.L.C.; WEMAMM1, LLC; and Kendall Dwayne Rhea. Settlements agreeing to the avoidance of the transfers to and recovery of sums from defendants Scott A. Buckles; Delk McNally, LLP; Heritage Medical Group, Inc.; Gerri M. Long; Howard Long; Jared McCowan; Cinda D. Mitchener; Kimberley R. Wilhoit; Walnut Investors, LLC; Zionsville Investors, Inc.; and Paragon Realty, LLC, have been reached, so the final judgment to be issued with this order will encompass these defendants as well. Eagle One Properties, LLC, was named as a defendant in the original complaint but was not included in the amended complaint (Fil. No. 174). The trustee stated in the amended complaint that he had entered into a settlement agreement with Eagle One prior to filing the amended complaint, although no such compromise appears in the record. The judgment will dismiss all of these defendants from the case. The adversary proceeding is RON ROSS, Chapter 11 Trustee, Plaintiff, v. SCOTT A. BUCKLES; CLARKE REALTY, LLC; DAN ELLIOTT, INC.; DELK MCNALLY LLP; EAGLE ONE PROPERTIES, LLC; WEMAMM1, LLC; HARRISON & MOBERLY, L.L.C.; HERITAGE MEDICAL GROUP, INC.; GERRI M. LONG; HOWARD LONG; JARED K. MCCOWAN; CINDA D. MITCHENER; PARAGON REALTY, LLC; R L RYNARD CONSTRUCTION, INC. a/k/a R L CONSTRUCTION, INC.; KENDALL DWAYNE RHEA; RUBICON FOODS, LLC; WALNUT INVESTORS, LLC; KIMBERLY R. WILHOIT; and ZIONSVILLE INVESTORS, INC., Defendants. Adv. Nos. BK14-80934, A15-8035 (Bankr. D. Neb.) A full-text copy of Judge Saladino’s order dated June 13, 2017, is available at https://is.gd/ZsIocG from Leagle.com. Ron Ross, Plaintiff, represented by Nicholas A. Buda -- nbuda@bairdholm.com -- Baird Holm LLP, Brandon R. Tomjack -- btomjack@bairdholm.com -- Baird Holm LLP & T. Randall Wright, Baird Holm LLP. Scott A. Buckles, Defendant, represented by Kathryn J. Derr, Kathryn J. Derr, PC, LLO. About Skyline Manor Skyline Manor Inc. is a Nebraska non-profit corporation that operates a 199-unit continuing care retirement community and a 140 unit independent living facility in Omaha. Skyline Manor filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934) on May 8, 2014. The petition was signed by John W. Bartle as chief restructuring officer. Judge Thomas L. Saladino presides over the case. The Debtor disclosed $19.9 million in assets and $13.7 million in liabilities as of the Chapter 11 filing. Mr. Ross has been appointed as the Chapter 11 trustee for Skyline Manor. SQUARETWO FINANCIAL: Disclosures Okayed; Modified Plan Confirmed ---------------------------------------------------------------- BankruptcyData.com reported that SquareTwo Financial filed with the U.S. Bankruptcy Court a Modified Joint Prepackaged Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan provides for the comprehensive settlement of Claims and controversies against the Debtors. The negotiations of such settlements were conducted in good faith and at arm's length, and each such settlement is of benefit to the Debtors' Estates and represents a fair, necessary and reasonable compromise of the Claims held by the holders thereof. The settlements will save the Debtors and their Estates the costs and expenses of prosecuting various disputes, the outcome of which would likely consume substantial resources of the Debtors' Estates and require substantial time to adjudicate….Pursuant to Section 7.2 of the Plan, the Reorganized Debtors are authorized to sell to the Plan Investor one hundred (100%) of the Interests in (a) Reorganized CACH and Reorganized CACV of Colorado, and (b) to the Canadian Purchase Co from Collect America of Canada, 35,000 shares of stock of Reorganized SquareTwo Financial Canada Corporation, which represents one hundred (100%) of the issued and outstanding equity of Reorganized SquareTwo Financial Canada, as well as any other obligations to the Plan Investor under the Plan Funding Agreement and the Plan….Holders of Second Lien Lender Claims, U.S. General Unsecured Claims and Existing U.S. Interests shall not receive or retain any distribution under the Plan on account of such Claims and Interests." The Court subsequently approved the Disclosure Statement and confirmed the Plan. About SquareTwo Financial SquareTwo Financial Services Corporation and its affiliates acquire, manage, and collect charged-off consumer and commercial accounts receivable, which are accounts that credit issuers have charged off as uncollectible, but that remain owed by the borrower and subject to collection. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 17-10659) on March 19, 2017. The petitions were signed by J.B. Richardson, Jr., authorized signatory. The Debtors are represented by Willkie Farr & Gallagher LLP in New York. Their CCAA Counsel is Thornton Grout Finnigan LLP in Toronto, Ontario. The Debtors' restructuring advisor is Alixpartners, LLP while their investment bankers are Keefe, Bruyette & Woods, Inc., and Miller Buckfire & Co. Gavin/Solmonese LLC has been tapped as financial advisor. The Debtors' claims and noticing agent is Prime Clerk LLC. At the time of filing, the Debtors had estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. On April 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Arent Fox LLP as its legal counsel. STEALTH TECH: Working Capital Deficit Casts Going Concern Doubt --------------------------------------------------------------- Stealth Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $708,203 on $748,759 of total revenue for the three months ended March 31, 2017, compared with a net loss of $885,850 on $1.42 million of total revenue for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $1.47 million in total assets, $2.59 million in total liabilities, all current, and a stockholders' deficit of $1.12 million. As at March 31, 2017, the Company has a working capital deficit of $1,185,973 and an accumulated deficit of $3,736,231. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2rtoO5Z Stealth Technologies, Inc., formerly Excelsis Investments, Inc., is engaged in identifying and capitalizing on emerging technology and associated markets. The Company's operations are focused on product development and sales in the Personal Financial Protection and Data Protection businesses. Its consumer product, the Stealth Card, is designed to protect the enabled card acceptance Europay, MasterCard and Visa (EMV) chip in a consumer's credit card from electronic pickpocketing that uses a smartphone, credit card reader or radio-frequency identification (RFID) antenna to remotely access data stored on the consumer's EMV Smartchip. SUNEDISON INC: Discloses Deal with BOKF, Committee in Latest Plan ----------------------------------------------------------------- SunEdison, Inc. has filed with the U.S. Bankruptcy Court for the Southern District of New York its latest plan to exit Chapter 11 protection. The latest restructuring plan incorporates the agreement, which settles all litigation filed or that may be filed in the future by BOKF, N.A. or the official committee of unsecured creditors. Pursuant to the agreement, certain assets will be transferred to a trust for the benefit of general unsecured creditors in exchange for the settlement of all litigation. The assets to be transferred include $7.5 million in cash on account of the initial funding for the trust; proceeds realized from the settlement of various lawsuits, which is expected to be $32 million in cash; $18 million in cash on account of the settlement of avoidance actions in connection with the YieldCo settlement motion; and $5 million in cash on account of voluntary professional fee reductions. Also to be transferred are causes of action of the bankruptcy estates of SunEdison and its affiliates as of the effective date of the plan, according to latest disclosure statement filed on June 7. A copy of the first amended disclosure statement is available for free at https://is.gd/fZb7rD About SunEdison Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst & Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc., also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNEDISON INC: Plan Outline Okayed, July 20 Plan Hearing Set ------------------------------------------------------------ BankruptcyData.com reported that SunEdison Inc. filed with the U.S. Bankruptcy Court a First Amended Disclosure Statement for its First Amended Joint Plan of Reorganization. According to documents filed with the Court, "The Plan depends on two global settlements: (1) The YieldCo Settlements -- As of March 6, 2017, the Debtors announced their proposed settlements of Claims and Causes of Action between the Debtors and each of the YieldCos (the 'YieldCo Settlements') that provide for the Debtors to receive 36.9% and 25% (exclusive of SunEdison's current Class A share ownership in GLBL), respectively, of the total consideration flowing to TERP and GLBL from the Jointly Supported Transactions with Brookfield, as set forth below. The Plan envisions (a) the Debtors' (or their creditors') continued ownership of certain shares in TERP under Brookfield's sponsorship, (b) the Debtors' receipt of some cash from the sale of certain of their shares in TERP, and (c) the Debtors' sale (for cash) of their interests in GLBL. The amounts of sub-clauses (a) and (b) shall be determined, in part, by the Debtors' choice as well as the choices made by the public "Class A" shareholders of TERP. As of the date hereof and based on the announced share price on March 7, 2017, the approximate aggregate value of sub-clauses (a), (b), and (c) will be more than $800 million. (2) The Committee/BOKF Plan Settlement -- On May 16, 2017, the Debtors announced a global settlement (the 'Committee/BOKF Plan Settlement') among the Debtors, the Tranche B Roll-Up Lenders/Steering Committee of Prepetition Second Lien Lenders and Noteholders (the 'Tranche B Lenders/Steering Committee'), the Creditors' Committee, and BOKF (as Convertible Senior Notes Indenture Trustee) of all pending litigation commenced by the Creditors' Committee and BOKF, in consideration for, among other things, the transfer of certain assets of meaningful value to the GUC/Litigation Trust for the benefit of Holders of General Unsecured Claims." The Court subsequently approved the Disclosure Statement and scheduled a July 20, 2017 hearing to consider the Plan, according to BankruptcyData.com About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst & Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc., also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNPOWER BY RENEWABLE: Unsecureds to Get Up to 37% in Latest Plan ----------------------------------------------------------------- General unsecured creditors of Sunpower by Renewable Energy Electric, Inc. will receive 5% to 37% of their claims under the company's latest plan to exit Chapter 11 protection. The latest plan proposes to pay Class 8 general unsecured creditors 5% to 37% of their allowed claims over a period of 60 months after payment of all secured, administrative and priority claims. Specifically, Sunpower anticipates paying $200,000 to $350,000 to unsecured creditors over the life of the plan, which includes an equity contribution of $50,000 from Jason Vita, the company's equity interest holder. The total amount of general unsecured claims is estimated at $950,000. If Sunpower is unable to reduce its IRS tax liabilities as it anticipates, the distribution to general unsecured creditors may be substantially reduced, and these creditors may only receive the equity contribution, according to the company's latest disclosure statement filed on June 6 with the U.S. Bankruptcy Court for the District of Nevada. Sunpower also disclosed in the latest plan about a settlement of claims it made with Sunpower Corp. and two other companies. Under the deal, Sunpower will be provided a working capital in the form of a $200,000 credit line. In exchange, Sunpower will release its claims against the companies and the latter will get a secured claim. The claim will be treated as a Class 7 secured claim in the allowed amount of $560,365.45. It will be paid in full in monthly installments between June 2017 and March 2018. A copy of the first amended disclosure statement is available for free at https://is.gd/sDkSze About Sunpower by Renewable Energy Based in Las Vegas, Nevada, Sunpower by Renewable Energy Electric, Inc., fdba V.E.C. Inc., fdba Renewable Energy Electric, Inc., is a solar energy company and provides solar energy services, including the assessment and installation of solar panels to residential and commercial customers in Nevada, Arizona and California. The Debtor filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-14459) on August 12, 2016. The petition was signed by Jason M. Vita, president. At the time of filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. A list of the Debtor's 11 unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-14459.pdf The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz Flansburg PLLC. No official committee of unsecured creditors has been appointed in the case. On March 31, 2017, the Debtor filed a Chapter 11 plan of reorganization. TABERNA PREFERRED: July 12 Hearing on Bid to Terminate Exclusivity ------------------------------------------------------------------ Petitioning creditors Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. ask the Hon. Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York to terminate Taberna Preferred Funding IV, Ltd.'s exclusive plan filing and solicitation periods. A hearing to consider the Petitioning Creditors' request is set for July 12, 2017, at 10:00 a.m. (prevailing Eastern Time). Objections to the request must be filed by July 5 at 4:00 p.m. (prevailing Eastern Time). The Petitioning Creditors understand that the Debtor does not intend to oppose their request. According to the Petitioning Creditors, 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 this Chapter 11 case. The Petitioning Creditors, who are economic stakeholders in the Debtor, have a substantial interest in seeing the Debtor quickly and efficiently reorganized and intend to immediately file a viable Chapter 11 plan and prosecute its confirmation upon the termination of the Exclusivity Periods. Together, the Petitioning Creditors 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. As addressed in detail in a statement by the Petitioning Creditors, the underlying collateral securities performed extremely poorly during the financial crisis and Great Recession. The Debtor defaulted under the indenture governing the notes and, in mid-2009, the notes were accelerated and remain in default and fully due and payable to this day. The underlying collateral securities continue to underperform. Unfortunately, the harm suffered by the Debtor and its noteholders was not caused solely by the economic downturn, but also by serious illegal conduct that has unquestionably negatively impacted the value of the noteholders' collateral. In 2015, the initial manager hired to manage the Debtor's assets was subject to an enforcement action by the U.S. Securities and Exchange Commission arising from its improper and deceptive receipt of millions of dollars in unlawful fees directly from issuers of the underlying collateral securities, which siphoned substantial value away from the Debtor and the noteholders. Although that collateral manager has been replaced, the significant flaws in the Debtor's and other stakeholders' ability to effectively monitor the current collateral manager and safeguard their collateral, as well as myriad inefficiencies and defects in the operative indenture, remain. The Petitioning Creditors say that the foregoing harms suffered by the Debtor and the noteholders are overwhelming in their effect, and the Petitioning Creditors commenced this involuntary Chapter 11 case only after devoting substantial time and resources over many months in ultimately unsuccessful out-of-court efforts to solve these grave problems. The involuntary case was not commenced lightly, and the Petitioning Creditors hope to have the Debtor reorganized as efficiently and expeditiously as possible. The Petitioning Creditors tell the Court that they have already prepared a confirmable Chapter 11 plan that comprehensively restructures the Debtor in a manner designed to maximize the value of the Debtor's assets and address the substantial defects and deficiencies that have plagued the Debtor and its noteholders. The Petitioning Creditors intend to file and pursue confirmation of their plan upon the lifting of the Debtor's Exclusivity Periods. 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. TATOES LLC: Plan Outline Okayed, Plan Hearing on July 13 -------------------------------------------------------- A U.S. bankruptcy judge overseeing the Chapter 11 cases of Tatoes, LLC and its affiliates approved the outline of the companies' proposed plan of reorganization. Judge Frederick Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington on June 8 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a July 3 deadline for creditors to cast their votes accepting or rejecting the plan, and a July 11 deadline for filing objections. A court hearing to consider confirmation of the plan is scheduled for July 13, at 1:30 p.m. The hearing will take place at the Bankruptcy Court, Suite 304, 904 W. Riverside Avenue, Spokane, Washington. The plan establishes 15 classes of creditors and equity security holders. It proposes to pay all creditors in Classes 1 to 12 in full, with interest, over time. Rabo AgriFinance LLC, a Class 3 secured creditor, will be paid over a five-year period while most other creditors will be paid over 10 years. Holders of Class 13 insider claims will receive no payments while equity security holders Del and Daneen Christensen will retain their ownership interests. The source of payments to creditors will be through continued business operations. The plan involves merging Wahluke Produce, Inc. and Columbia Manufacturing, Inc. into Tatoes, which will operate as the reorganized company, according to the latest disclosure statement filed on June 8. A copy of the second amended disclosure statement is available for free at https://is.gd/X5O83g About Tatoes LLC Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing, Inc., are engaged in farming, packing, storing, and selling potatoes, onions and wheat. Tatoes, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900, 16-00899 and 16-00898, respectively) on March 21, 2016. The petitions were signed by Del Christensen, president. Tatoes LLC estimated assets and liabilities at $10 million to $50 million. Wahluke Produce and Columbia Manufacturing each estimated assets and liabilities at $50 million to $100 million. Wahluke has employed Bailey & Busey, PLLC, as legal counsel; Columbia has employed Hurley & Lara as legal counsel; and Tatoes has employed the Law Offices of Paul H. Williams as counsel. On April 28, 2016, the Office of the U.S. Trustee, appointed an official committee of unsecured creditors in Tatoes' case. Southwell & O'Rourke serves as counsel to the committee. No creditors' committee has been appointed in the cases of Wahluke and Columbia Manufacturing. On September 27, 2016, the Debtors filed a joint Chapter 11 plan of reorganization and disclosure statement. TMT PROCUREMENT: Aug. 10 Plan Confirmation Hearing -------------------------------------------------- TMT Procurement Corporation, et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement dated June 11, 2017, for the Debtor's amended joint plan of liquidation. The Bankruptcy Court has scheduled the Confirmation Hearing to commence on August 10, 2017, at 9:00 A.M., Central Time. Deadline to file objections to confirmation must be filed and served on or before July 28. The Amended Disclosure Statement provides, among other things, a Liquidation Analysis that provides an estimate of creditor recoveries (if any) on a Debtor-by-Debtor basis. The Amended Disclosure Statement included one class of claims -- the lender indemnification claims -- and removed one class of claims -- the intercompany loans claims. The Amended Disclosure Statement also provides that as part of Seward & Kissel LLP's retention as principal bankruptcy/restructuring/maritime counsel for the Official Committee of Unsecured Creditors, the firm volunteered certain disgorgements and payments to reimburse the Debtors and Mr. Su for fees and expenses incurred in connection with the alleged conflict, and also agreed to waive fees and expenses that had not yet been paid on an interim basis. Class 1 General Unsecured Claims are impaired by the Plan. Allowed General Unsecured Claims in each class will receive one or more distributions from the liquidation account from time to time pursuant to the "Seventh Priority" described in Section 8.02(5)(vii), if any, on a pari passu basis with allowed lender deficiency claims. Class 5 Interests are impaired by the Plan. As a result of the Su Parties Settlement and in lieu of any other recovery, allowed interests in each class will be cancelled as to the Debtors and, instead, will be converted to former shareholders, and Nobu Su and his designee(s), as the distribution agent for the Former Shareholders, will receive one or more distributions from the Liquidation Account from time to time. All effective date cash will be transferred out of the 345 Account on the Effective Date, net of any expense incurred in closing out the 345 Account. About $500,000 of the Effective Date Cash will be transferred to the Litigation Account pursuant to the terms of the Su Parties Settlement. The remainder of the Effective Date Cash will be transferred to the Liquidation Account. Cash received as a result of the exercise by the liquidation administrator of its powers after the Effective Date will be deposited into the Liquidation Account. Cash received as a result of the exercise by the Litigation Administrator of its powers after the Effective Date other than as a result of general fee objections will be deposited into the Litigation Account. Any recoveries from a successful general fee objection asserted by the Litigation Administrator will be deposited (or transferred) directly into the Liquidation Account. In no event will any funds in the Liquidation Account be transferred to the Litigation Account or otherwise made available for use by the Litigation Administrator, nor will the Court have the authority to order any transfer. Cash in the Litigation Account from time to time will first be used to fund the expenses of the Litigation Administrator and the Litigation Account. Cash in the Litigation Account consisting of litigation account net proceeds that the Litigation Administrator determines is no longer needed for current or anticipated expenses of the Litigation Administrator will be transferred from time to time to the Liquidation Account for distribution in accordance with the Plan. Upon each transfer, the Litigation Administrator will inform the Liquidation Administrator as to the amount of transfer. If the Litigation Administrator concludes that a portion of the original $500,000 funded into the Litigation Account is also no longer needed for current or anticipated expenses of the Litigation Administrator, unused portion will be allocated back to FEI as the original funder of the Litigation Account. Cash in the Liquidation Account from time to time will first be used to fund the expenses of the Liquidation Administrator, the Liquidation Account, and any other expenses of the Debtors that are not expenses of the Litigation Administrator or the Litigation Account, as more particularly described in the Plan Administration Agreement. Cash in the Liquidation Account that the Liquidation Administrator determines is no longer needed for current or anticipated expenses of the Liquidation Administrator or the Debtors (that are not expenses of the Litigation Administrator) will be applied, depending on the source of the Cash. Source 1 Cash is cash in the Liquidation Account that is not Source 2 Cash. For Source 1 Cash, the Liquidation Administrator will be entitled to make a distribution on more junior priorities before more senior priorities are paid in full if the Liquidation Administrator determines in good faith that it has fully reserved for more senior priorities. Source 2 Cash is all Litigation Account Net Proceeds (but not proceeds of any General Fee Objections asserted by the Litigation Administrator) deposited into the Liquidation Account from time to time out of the Litigation Account. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb13-33763-2734.pdf As reported by the Troubled Company Reporter on June 1, 2017, the Debtors filed an amended joint plan of liquidation and accompanying disclosure statement, proposing to establish a "liquidation account" that would be managed by a "liquidation administrator" to make distributions from time-to-time of the cash held by the so-called Cash Debtors as of the Effective Date or received by the Debtors after the Effective Date. About TMT Group Known in the industry as TMT Group, TMT USA Shipmanagement LLC and its affiliates own 17 vessels. Vessels range in size from 27,000 dead weight tons (dwt) to 320,000 dwt. TMT USA and 22 affiliates, including C. Ladybug Corporation, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-33740) in Houston, Texas, on June 20, 2013 after lenders seized seven vessels. TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing creditors to release the vessels so they can return to generating income. TMT tapped attorneys from Bracewell & Giuliani LLP as bankruptcy counsel, and AlixPartners as financial advisors. The U.S. Trustee, in July 2013, appointed an official committee to represent the interests of all unsecured creditors. The Committee currently consists of the following creditors: China Shipping Car Carrier; Hyundai Samho Heavy Industries Co., Ltd.; KPI Bridge Oil Limited and KPI Bridge Oil Singapore Pte Ltd; Omega Bunker S.R.L.; China Ocean Shipping Agency Shanghai d/b/a Penavico Shanghai; Songa Shipping Pte, Ltd.; and Universal Marine Service Co., Ltd. In addition, Scandinavian Bunkering AS was appointed as an alternate, non-voting member of the Committee. The Committee retained Kelley, Drye & Warren LLP as its principal investigation/litigation counsel, Seward & Kissel LLP as its principal bankruptcy/restructuring/maritime counsel, and FTI Consulting as its financial advisor. TROXELL COMPANY: Has Interim OK to Use Cash Collateral Thru June 30 ------------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Troxell Company, Inc., to use cash collateral to operate its business and pay expenses through the earlier of June 30, 2017, and the date on which a final hearing on the Motion is conducted. The Court has determined and concluded that Southside Bank and Heil International Trailer, Inc., and any other secured creditor of the Debtor's bankruptcy estate holding an interest in the Cash Collateral are adequately protected by: (a) the $1.65 million purchase price of the proposed sale of substantially all of the Debtor's assets to MAC Trailer Realty, Inc., as described in the Debtor's Sale Motion, which significantly exceeds the aggregate amount of Southside Bank and Heil International's claims against the Debtor's estate; (b) with respect to Southside Bank and Heil International, they will have, and are granted, valid, perfected, and enforceable new liens and security interests upon all categories of property of the Debtor upon Southside Bank and Heil International held prepetition liens and security interests, including all proceeds, rents, products, or profits thereof; (c) the fact that, if the transaction described in the Sale Motion is approved, Southside Bank's and Heil International's liens (including the Replacement Liens) and any valid lien held by any other secured creditor of the Debtor's bankruptcy estate will attach to the Sale Transaction proceeds until any such secured claims are paid in full; (d) the constraints imposed by the Budget; and (e) the expedited timing of the proposed sale. A full-text copy of the Order, dated June 15, 2017, is available at https://is.gd/o7UhKy About Troxell Company Troxell Company Inc. -- http://www.troxellcompany.com/-- is an aluminum trailer manufacturer based in Texas. The Company said it operates in a modern new facility with the latest in state-of-the-industry machinery and tooling equipped to handle the most demanding jobs. Troxell Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-42453) on June 9, 2017. Robert Troxell, president, signed the petition. At the time of filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Mark X. Mullin. The Debtor is represented by Matthias Kleinsasser, Esq. at Forshey & Prostok, L.L.P. TUBRO CONSTRUCTION: Taps DeLue Law as Special Counsel ----------------------------------------------------- Tubro Construction Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire DeLue Law PLLC as special counsel. The firm will assist the Debtor in pursuing legal action against Rob Strommen, one of its customers who has allegedly refused to pay his invoices. Daniel DeLue, Esq., the attorney tapped to represent the Debtor, will charge an hourly fee of $300. No retainer has been paid to the attorney. Mr. DeLue disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel DeLue, Esq. DeLue Law PLLC 600 Stewart Street, Suite 1115 Seattle, WA 98101 Phone: 206-508-3804 Direct: 206-508-3815 Fax: 206-508-3817 Email: ddd@d3law.com About Tubro Construction Tubro Construction Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-10390) on Jan. 30, 2017. Richard Tietjen, president, signed the petition. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Marc Barreca. The Debtor is represented by Jeffrey B. Wells, Esq. and Emily Jarvis, Esq. at Wells and Jarvis, P.S. No official committee of unsecured creditors has been appointed in the Debtor's case. On March 31, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. TWH LIMITED: Unsecureds to be Paid In Cash at 5% Per Annum ---------------------------------------------------------- TWH Limited Partnership filed with the U.S. Bankruptcy Court for the Western District of Texas a disclosure statement dated June 5, 2017, referring to the Debtor's plan of liquidation, dated June 5, 2017. Class 3 General Unsecured Claims consists of: (i) the $300,000 claim of Sushihana Investment, LP; (ii) the $2,275 claim of Bingham & Lea, P.C.; (iii) the $0.00 Disputed claims of 25807 TWH Ltd. & 25807 TWH GP, LLC. This class is impaired by the Plan and will be paid a sum in cash up to the allowed amount of their claims with a pro rata distribution of the remaining proceeds from the sale of the Debtor's properties after payment of unclassified claims, secured claims and any taxes which are determined to be due and owing as a result of the sale of the Properties. Interest will accrue on the allowed claims of the Class 3 creditors at the rate of 5% per annum from the Petition Date. If the Debtor has not already closed on the sales of both the Debtor's commercial property and the residential property on or before the Effective Date, the Debtor will continue to employ a realtor or broker to market for sale any property which has not yet been sold. The Properties will be sold pursuant to 11 U.S.C. Section 363, and the sales will be free and clear of any and all liens, encumbrances and alleged interests in the Properties. The proceeds from the sale of both the Commercial Property and the Residential Property will be paid into the registry of the Court and held until further order of the Court authorizing distribution of proceeds. The Plan will be funded from the Debtor's available cash, the property sales proceeds, and the registry funds. Any payments due on the Effective Date will be paid from funds borrowed by the Debtor in the ordinary course of business. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-50273-48.pdf About TWH Limited Partnership TWH Limited Partnership, based in San Antonio, Texas, was formed in November 2000 specifically for the purpose of acquiring and holding certain real estate located in Montgomery County, Texas, from which another entity would operate a Taipei Chinese Restaurant. The Debtor's general partner is Howard Hu, Inc., and the Debtor can only act through said general partner. The Debtor filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50273) on Feb. 5, 2017. The Hon. Craig A. Gargotta presides over the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol to serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Howard Y. Hu, president of Howard Hu, Inc. - general partner. UNIQUE PHYSIQUE: Plan Outline Okayed, Plan Hearing on Aug. 16 ------------------------------------------------------------- Unique Physique, Inc., is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Robert Opel II of the U.S. Bankruptcy Court for the Middle District of Pennsylvania on June 8 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a July 20 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. A court hearing to consider confirmation of the plan is scheduled for August 16, at 10:00 a.m. The hearing will take place at The Ronald Reagan Federal Building, Bankruptcy Courtroom, Third Floor, Third and Walnut Streets, Harrisburg, Pennsylvania. Unique Physique's restructuring plan filed on April 24 proposes to pay creditors holding unsecured non-priority claims in full. About Unique Physique Unique Physique Inc. owns and operates Unique Physique Fitness Center, a neighborhood gym in York. The gym offers strength training, cardio, yoga, pilates and more. The Debtor filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 16-04757) on Nov. 18, 2016. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Craig A. Diehl, Esq., CPA, at the Law Offices of Craig A. Diehl serves as the Debtor's bankruptcy counsel. On April 24, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. US DATAWORKS: Seeks Sell Office Assets to TBB for $1.79 Million --------------------------------------------------------------- BankruptcyData.com reported that US Dataworks filed with the U.S. Bankruptcy Court a motion to sell estate assets free and clear of liens and other interests. The motion explains, "Debtor moves the Court to approve the sale of certain assets of the estate free and clear of liens and other interests pursuant to 11 U.S.C. section 363(b). Such assets consist of machinery and equipment (if any), office equipment and supplies, inventory (if any), and name and goodwill. The assets of the estate excluded from the sale are Debtor's cash. The price for the assets to be purchased is $1,790,000, subject to certain adjustments as set forth in the APA. Debtor proposes to sell the assets described in the APA to The Bankers Bank, an Oklahoma banking corporation ('TBB'). TBB has the financial wherewithal and the management capabilities to successfully close the transaction contemplated by the APA. TBB is a customer of the Debtor, and is intimately familiar with the Debtor's business procedures and customers. To date, TBB has made the only offer for the assets proposed to be sold. The APA contemplates that other prospective purchasers may make higher or better offers for the assets, assuming they have judicial standing to do so." About US Dataworks US Dataworks, Inc. (otc pinksheets:UDWK) -- http://www.usdataworks.com/-- is a software and technology provider serving the financial services sector. The Debtor is headquartered in Sugar Land, Texas. Its board of directors currently consists of two directors -- John Penrod and Joe Saporito. Mr. Penrod is also the Debtor's CEO and president who has been with the company since 2010. Mr. Saporito is the CAO for Rackspace Managed Hosting. The Debtor filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32765) on May 1, 2017. Mr. Penrod signed the petition. At the time of filing, the Debtor had $2.67 million in assets and $3.98 million in liabilities. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Wayne Kitchens, Esq., at Hughes Watters Askanase LLP. No trustee or examiner has been appointed in the case. VERINT SYSTEMS: Moody's Assigns Ba2 Rating to Proposed Loans ------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Verint Systems Inc.'s proposed secured term loan and revolving debt facilities. The new facilities will be used to refinance existing secured debt and for general corporate purposes. Moody's also affirmed the Ba3 Corporate Family Rating, the speculative grade liquidity rating of SGL-1, and the Ba3-PD probability of default rating. The outlook is positive. RATINGS RATIONALE Verint's Ba3 rating reflects its moderately high leverage level (approximately 4.7x at LTM April 30, 2017, pro forma for certain one-time expenses and 3.0x net of cash on hand) which is offset by strong free cash flow to debt metrics (approximately 15% at LTM April 30, 2017). The ratings also reflect its strong market positions in the workforce optimization software industry and video and communications security systems industries. These strong positions are bolstered by Verint's expertise in software that analyzes unstructured data (i.e. conversations, email, chat, video etc.) and their development of analytic software tools for specific industries. Verint is acquisitive however and the ratings reflect the expectation the company will continue to use a combination of cash and occasionally debt for future acquisitions. The ratings also reflect the "lumpiness" of the company's security business which can swing significantly in any given reporting period. The high leverage level is offset to some degree by the company's strong cash position which Moody's expects will be used to fund acquisitions. Verint's speculative grade liquidity rating of SGL-1 indicates a very good liquidity profile driven by cash levels, free cash flow generating capabilities and revolver availability. The ratings outlook is positive, reflecting the potential of long term revenue, EBITDA and cash flow growth while maintaining moderate financial policies. The ratings could be upgraded if the company maintains leverage under 4.25x and free cash flow to debt above 15% The ratings could be downgraded if leverage exceeds 5.5x or free cash flow to debt is less than 10% on other than a temporary basis. Consideration will be given however for unusually strong cash positions. The ratings could be lowered if revenue, EBITDA and free cash flow were to deteriorate, particularly if driven by a change in market position. Issuer: Verint Systems Inc. Assignments: -- Senior Secured Term Loan B, Assigned Ba2 (LGD2) -- Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD2) Affirmations: -- Corporate Family Rating, Affirmed Ba3 -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: -- Outlook, Remains Positive The principal methodology used in these ratings was Software Industry published in December 2015. Verint Systems Inc., headquartered in Melville, NY, is a leading provider of analytic software and related products for the workforce optimization and customer engagement software industry, and video intelligence, communications and cyber security systems industries. Verint had revenues of $1.1 billion for the twelve months ended April 30, 2017. WELLMAN DYNAMICS MACHINING: Wants to Use Cash Through Sept. 30 -------------------------------------------------------------- Wellman Dynamics Machining & Assembly Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa for the continued use of cash collateral through and including the week ending Sept. 30, 2017. Pursuant to the Court's Order entered on Oct. 17, 2016, the Debtor's case was jointly administered with the cases of its affiliates Fansteel, Inc. and Wellman Dynamics Corporation, under the lead case of Fansteel. Subsequently, on May 24, 2017, the Court entered an Order vacating its prior Order granting joint administration and discontinuing the joint administration of the Debtors' cases. The Court, pursuant to an Order entered On Jan. 5, 2017, permitted the Debtors' to continued use of cash collateral through Feb. 13, provided that the Debtors reserve and set aside (a) $1,200,000 representing the customer pre-payments already received; (b) the Restricted Deposits received from and after the date of the Court's order unless use is authorized by Court Order; and (c) the monthly payment amount to FMRI related to expenses arising due to environmental issues unless payment(s) is authorized by further Court Order. Subsequently, on Feb. 6, 2017, the Debtors sought the Court's approval to obtain credit for the Restricted Deposits made to the Debtors by Sikorsky Aircraft Corporation. But this was objected to by the Committee and TCTM Financial FS. The hearing on the Debtors' use of cash collateral was scheduled for Feb. 16. However, by agreement of the parties, the hearing was deferred as the Parties consented to the Debtors' use of cash collateral for four additional weeks or through March 17, under the similar terms of the Court's January 5, 2017 Order. In addition, the Parties agreed that any Restricted Deposits received by the Debtors would be set aside and used for payment of professional fees only upon entry of a Court Order approving same from and after the date of the statements made in open Court on Feb. 16 and 17 until March 16. The Parties further agreed that the Debtors were authorized to pay, from the Restricted Deposits, the $60,000 initial deposit to Huntington Bank for its continued due diligence analysis in connection with Huntington Bank's financing proposal. Subsequently, on March 13, 2017, the Debtors filed an Emergency Motion, seeking authority to use an additional $90,000 of the Restricted Deposits. The Committee and TCTM Financial filed their objections to the Debtors' Motion. Consequently, on March 28, the Debtors, the Committee, and TCTM Financial entered into and filed a Stipulation and Consent Order, which provided, among other things, authorization for the Debtors to use cash collateral through April 28, 2017, and which date was subsequently extended through May 12. Then, on May 11, 2017, the Court inked its approval of the Stipulation and Consent Order filed by the Parties, which, among other things, authorize the Debtors to continued use of cash collateral through June 30. Accordingly, WDMA now seeks authorization for continued us of cash collateral and is currently working on a budget ending Sept. 30, 2017, under the Stipulation. The Debtor plans to circulate the budget to counsel for the Committee and counsel for TCTM Financial for input. The Debtor hopes to receive responses regarding the budget on or before June 22, 2017. A full-text copy of the Debtor's Motion, dated June 15, 2017, is available at http://tinyurl.com/ybvm5jlz About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Inc., Wellman Dynamics Corporation, and Wellman Dynamics Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC as business broker; and Mark J. Steger, Esq. at the Clark Hill Law Firm as Environmental Counsel. The Debtors filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the Court entered an Order authorizing joint administration on Oct. 17, 2016. The Court subsequently entered an Order on May 24, 2017 vacating its prior Order granting joint administration and discontinuing the joint administration of the Debtors' cases under the lead case of Fansteel. The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine creditors of Fansteel Inc. to serve on the official committee of unsecured creditors. The Official Committee retained Morris Anderson & Associates, Ltd., as financial advisor, and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. The Troubled Company Reporter has earlier reported that the U.S. trustee for Region 12 announced that the nine-member unsecured creditors' committee of Fansteel, Inc., will no longer serve as the official committee in the company's Chapter 11 case. The bankruptcy watchdog added that it will be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics Corp. and Wellman Dynamics Machinery & Assembly, Inc. In a filing March 22, 2017, the U.S. trustee disclosed that a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. WELLMAN DYNAMICS: Asks for Continued Access to Cash Until Sept. 30 ------------------------------------------------------------------ Wellman Dynamics Corporation seeks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa for continued use of cash collateral through and including the week ending Sept. 30, 2017. Pursuant to the Court's Order entered on Oct. 17, 2016, the Debtor's case was jointly administered with the cases of its affiliates Fansteel, Inc. and Wellman Dynamics Machinery & Assembly, Inc., under the lead case of Fansteel. Subsequently, on May 24, 2017, the Court entered an Order vacating its prior Order granting joint administration and discontinuing the joint administration of the Debtors' cases. The Court, pursuant to its order entered On Jan. 5, 2017, permitted the Debtors' continued use of cash collateral through Feb. 13, 2017, provided that the Debtors reserve and set aside (a) $1,200,000 representing the customer pre-payments already received; (b) the Restricted Deposits received from and after the date of the Court's order; and (c) the monthly payment amount to FMRI related to expenses arising due to environmental issues unless payment(s) is authorized by further Court Order. Subsequently, on Feb. 6, 2017, the Debtors sought the Court's approval to obtain credit for the Restricted Deposits made to the Debtors by Sikorsky Aircraft Corporation. But this was objected to by the Committee and TCTM Financial FS. The hearing on the Debtors' use of cash collateral was scheduled for February 16. However, by agreement of the parties, the hearing was deferred as the Parties consented to the Debtors' use of cash collateral for four additional weeks or through March 17, 2017, under the similar terms of the Court's Jan. 5, 2017 Order. In addition, the Parties agreed that any Restricted Deposits received by the Debtors would be set aside and used for payment of professional fees only upon entry of a Court Order approving same from and after the date of the statements made in open Court on Feb. 16 and 17 until March 16. The Parties further agreed that the Debtors were authorized to pay, from the Restricted Deposits, the $60,000 initial deposit to Huntington Bank for its continued due diligence analysis in connection with Huntington Bank's financing proposal. Subsequently, on March 13, 2017, the Debtors filed an Emergency Motion, seeking authority to use an additional $90,000 of the Restricted Deposits. The Committee and TCTM Financial filed their objections to the Debtors' Motion. Consequently, on March 28, the Debtors, the Committee, and TCTM Financial entered into and filed a Stipulation and Consent Order, which provided, among other things, authorization for the Debtors to use cash collateral through April 28, and which date was subsequently extended through May 12. Then, on May 11, 2017, the Court inked its approval on the Stipulation and Consent Order filed by the Parties, which, among other things, authorize the Debtors to continue use of cash collateral through June 30. Accordingly, WDC now seeks authorization for continued us of cash collateral and is currently working on a budget ending Sept. 30, 2017. The Debtor plans to circulate the budget to counsel for the Committee and counsel for TCTM Financial for input. The Debtor hopes to receive responses regarding the budget on or before June 22, 2017. A full-text copy of the Debtor's Motion, dated June 15, 2017, is available at http://tinyurl.com/yavy9mtp About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Inc., Wellman Dynamics Corporation, and Wellman Dynamics Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC as business broker; and Mark J. Steger, Esq. at the Clark Hill Law Firm as Environmental Counsel. The Debtors filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the Court entered an Order authorizing joint administration on Oct. 17, 2016. The Court subsequently entered an Order on May 24, 2017 vacating its prior Order granting joint administration and discontinuing the joint administration of the Debtors' cases under the lead case of Fansteel. The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine creditors of Fansteel Inc. to serve on the official committee of unsecured creditors. The Official Committee retained Morris Anderson & Associates, Ltd., as financial advisor, and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. The Troubled Company Reporter has earlier reported that the U.S. trustee for Region 12 announced that the nine-member unsecured creditors' committee of Fansteel, Inc., will no longer serve as the official committee in the company's Chapter 11 case. The bankruptcy watchdog added that it will be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics Corp. and Wellman Dynamics Machinery & Assembly, Inc. In a filing March 22, 2017, the U.S. trustee disclosed that a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. ZERO GRAVITY: Crowe Horwath LLP Casts Going Concern Doubt --------------------------------------------------------- Zero Gravity Solutions, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $6.96 million on $218,166 of total revenue for the year ended December 31, 2016, compared with net loss of $4.90 million on $137,362 of total revenue for the year ended December 31, 2015. Crowe Horwath LLP in Denver, Colo., states that the Company has a limited operating history, it has incurred recurring losses from operations, a working capital deficit and an accumulated deficit as of December 31, 2016. These factors raise substantial doubt about the Company's ability to continue as a going concern. At December 31, 2016, the Company had total assets of $1.07 million, total liabilities of $1.26 million, all current, and $188,545 in total stockholders' deficit. A full-text copy of the Form 10-K is available at: http://bit.ly/2tBFXuQ Based in Boca Raton, Fla., Zero Gravity Solutions, Inc., a Nevada corporation, is an agricultural based biotechnology company focused on commercializing technology derived from, and designed for long term spaceflight and planetary colonization with significant applications to agriculture on Earth. The Company's segments include BAM-FX and Directed Selection. BAM-FX is an ionic micro-nutrient delivery system for food crops. It is a formulation of zinc and copper in a precise ratio used to treat plant mineral deficiencies by providing a delivery system to move mineral ions to the mineral deficient areas in plants. Directed Selection relates to the production and alteration of a range of stem cells with characteristics in the prolonged zero/micro gravity environment of the International Space Station. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE OU1 GR 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE ABT CN 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE ABT2EUR EU 93.1 (50.1) (33.4) ADVANCEPIERRE FO APFH US 1,279.8 (281.1) 218.4 ADVANCEPIERRE FO APFHEUR EU 1,279.8 (281.1) 218.4 ADVANCEPIERRE FO 1AC GR 1,279.8 (281.1) 218.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) APPIAN CORP APPN US 96.5 (11.8) 12.9 APPIAN CORP 910 GR 96.5 (11.8) 12.9 APPIAN CORP 910 QT 96.5 (11.8) 12.9 ASPEN TECHNOLOGY AZPN US 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AST GR 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AST TH 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AZPNEUR EU 244.0 (249.5) (280.2) AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3) AVID TECHNOLOGY AVID US 250.4 (268.9) (81.7) AVID TECHNOLOGY AVD GR 250.4 (268.9) (81.7) AVON - 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(0.0) (0.0) ERIN ENERGY CORP ERN SJ 287.4 (250.8) (277.5) EVERI HOLDINGS I EVRI US 1,320.5 (109.6) 4.1 EVERI HOLDINGS I G2C TH 1,320.5 (109.6) 4.1 EVERI HOLDINGS I G2C GR 1,320.5 (109.6) 4.1 EVERI HOLDINGS I EVRIEUR EU 1,320.5 (109.6) 4.1 FAIRPOINT COMMUN FRP US 1,197.9 (74.0) 15.6 FAIRPOINT COMMUN FONN GR 1,197.9 (74.0) 15.6 FERRELLGAS-LP FEG GR 1,679.3 (703.5) (26.2) FERRELLGAS-LP FGP US 1,679.3 (703.5) (26.2) FIFTH STREET ASS FSAM US 191.2 (1.7) - FIFTH STREET ASS 7FS TH 191.2 (1.7) - GAMCO INVESTO-A GBL US 182.5 (148.1) - GCP APPLIED TECH GCP US 1,077.7 (137.7) 259.3 GCP APPLIED TECH 43G GR 1,077.7 (137.7) 259.3 GCP APPLIED TECH GCPEUR EU 1,077.7 (137.7) 259.3 GNC HOLDINGS INC IGN GR 2,062.6 (69.2) 490.1 GNC HOLDINGS INC GNC US 2,062.6 (69.2) 490.1 GNC HOLDINGS INC IGN TH 2,062.6 (69.2) 490.1 GNC HOLDINGS INC GNC1EUR EU 2,062.6 (69.2) 490.1 GOGO INC GOGO US 1,270.1 (76.6) 348.7 GOGO INC G0G GR 1,270.1 (76.6) 348.7 GOLD RESERVE INC GRZ CN 47.1 (1.2) 34.4 GREEN PLAINS PAR GPP US 93.3 (63.1) 4.3 GREEN PLAINS PAR 8GP GR 93.3 (63.1) 4.3 H&R BLOCK INC HRB US 2,694.1 (60.9) 406.8 H&R BLOCK INC HRB GR 2,694.1 (60.9) 406.8 H&R BLOCK INC HRB TH 2,694.1 (60.9) 406.8 H&R BLOCK INC HRB QT 2,694.1 (60.9) 406.8 H&R BLOCK INC HRBEUR EU 2,694.1 (60.9) 406.8 HALOZYME THERAPE HALO US 226.8 (58.5) 160.6 HALOZYME THERAPE RV7 GR 226.8 (58.5) 160.6 HALOZYME THERAPE HALOEUR EU 226.8 (58.5) 160.6 HALOZYME THERAPE RV7 QT 226.8 (58.5) 160.6 HAMILTON LANE-A HLNE US 207.1 (103.6) - HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) - HCA HEALTHCARE I 2BH GR 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I HCA US 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I 2BH TH 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I HCAEUR EU 33,795.0 (5,357.0) 3,574.0 HELIX TCS INC HLIX US 0.7 (0.8) (1.1) HORTONWORKS INC HDP US 220.6 (15.5) (16.7) HORTONWORKS INC 14K GR 220.6 (15.5) (16.7) HORTONWORKS INC 14K QT 220.6 (15.5) (16.7) HORTONWORKS INC HDPEUR EU 220.6 (15.5) (16.7) HOVNANIAN-A-WI HOV-W US 2,133.6 (133.9) 1,392.3 HP COMPANY-BDR HPQB34 BZ 28,686.0 (3,955.0) (302.0) HP INC HPQ* MM 28,686.0 (3,955.0) (302.0) HP INC HPQ US 28,686.0 (3,955.0) (302.0) HP INC 7HP TH 28,686.0 (3,955.0) (302.0) HP INC 7HP GR 28,686.0 (3,955.0) (302.0) HP INC HPQ TE 28,686.0 (3,955.0) (302.0) HP INC HPQ CI 28,686.0 (3,955.0) (302.0) HP INC HPQ SW 28,686.0 (3,955.0) (302.0) HP INC HWP QT 28,686.0 (3,955.0) (302.0) HP INC HPQCHF EU 28,686.0 (3,955.0) (302.0) HP INC HPQUSD EU 28,686.0 (3,955.0) (302.0) HP INC HPQUSD SW 28,686.0 (3,955.0) (302.0) HP INC HPQEUR EU 28,686.0 (3,955.0) (302.0) IDEXX LABS IDXX US 1,572.1 (73.9) (57.5) IDEXX LABS IX1 GR 1,572.1 (73.9) (57.5) IDEXX LABS IX1 TH 1,572.1 (73.9) (57.5) IDEXX LABS IX1 QT 1,572.1 (73.9) (57.5) IDEXX LABS IDXX AV 1,572.1 (73.9) (57.5) IMMUNOGEN INC IMU GR 163.3 (167.5) 101.8 IMMUNOGEN INC IMGN US 163.3 (167.5) 101.8 IMMUNOGEN INC IMU TH 163.3 (167.5) 101.8 IMMUNOGEN INC IMU QT 163.3 (167.5) 101.8 IMMUNOGEN INC IMGNEUR EU 163.3 (167.5) 101.8 IMMUNOMEDICS INC IMMU US 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 GR 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 TH 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 QT 52.7 (131.9) (36.5) INFOR ACQUISIT-A IAC/A CN 233.0 (5.5) 0.3 INFOR ACQUISITIO IAC-U CN 233.0 (5.5) 0.3 INNOVIVA INC INVA US 391.9 (334.2) 193.9 INNOVIVA INC HVE GR 391.9 (334.2) 193.9 INNOVIVA INC INVAEUR EU 391.9 (334.2) 193.9 JACK IN THE BOX JBX GR 1,230.9 (469.4) (126.4) JACK IN THE BOX JACK US 1,230.9 (469.4) (126.4) JACK IN THE BOX JACK1EUR EU 1,230.9 (469.4) (126.4) JACK IN THE BOX JBX QT 1,230.9 (469.4) (126.4) JUST ENERGY GROU JE US 1,238.0 (149.3) 109.1 JUST ENERGY GROU 1JE GR 1,238.0 (149.3) 109.1 JUST ENERGY GROU JE CN 1,238.0 (149.3) 109.1 KENNADY DIAMONDS KDI CN 4.5 (1.4) (3.7) KERYX BIOPHARM KYX GR 127.7 (22.5) 97.2 KERYX BIOPHARM KERX US 127.7 (22.5) 97.2 KERYX BIOPHARM KYX TH 127.7 (22.5) 97.2 KERYX BIOPHARM KERXEUR EU 127.7 (22.5) 97.2 L BRANDS INC LTD GR 7,882.0 (835.0) 1,321.0 L BRANDS INC LTD TH 7,882.0 (835.0) 1,321.0 L BRANDS INC LB US 7,882.0 (835.0) 1,321.0 L BRANDS INC LBEUR EU 7,882.0 (835.0) 1,321.0 L BRANDS INC LB* MM 7,882.0 (835.0) 1,321.0 L BRANDS INC LTD QT 7,882.0 (835.0) 1,321.0 LAMB WESTON LW US 2,432.2 (650.9) 336.9 LAMB WESTON 0L5 GR 2,432.2 (650.9) 336.9 LAMB WESTON LW-WEUR EU 2,432.2 (650.9) 336.9 LAMB WESTON 0L5 TH 2,432.2 (650.9) 336.9 LANTHEUS HOLDING LNTH US 249.6 (101.2) 67.6 LANTHEUS HOLDING 0L8 GR 249.6 (101.2) 67.6 LENNOX INTL INC LXI GR 1,950.6 (1.0) 148.9 LENNOX INTL INC LII US 1,950.6 (1.0) 148.9 LENNOX INTL INC LII1EUR EU 1,950.6 (1.0) 148.9 MADISON-A/NEW-WI MSGN-W US 864.4 (987.0) 195.4 MANNKIND CORP MNKD IT 85.2 (198.7) (37.0) MASCO CORP MAS US 5,139.0 (59.0) 1,534.0 MASCO CORP MSQ GR 5,139.0 (59.0) 1,534.0 MASCO CORP MSQ TH 5,139.0 (59.0) 1,534.0 MASCO CORP MAS* MM 5,139.0 (59.0) 1,534.0 MASCO CORP MAS1EUR EU 5,139.0 (59.0) 1,534.0 MCDONALDS - BDR MCDC34 BZ 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO TH 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD TE 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO GR 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD* MM 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD US 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD SW 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD CI 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO QT 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDCHF EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDUSD EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDUSD SW 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDEUR EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD AV 32,120.3 (2,030.8) 2,686.5 MCDONALDS-CEDEAR MCD AR 32,120.3 (2,030.8) 2,686.5 MDC COMM-W/I MDZ/W CN 1,626.7 (356.8) (280.0) MDC PARTNERS-A MDZ/A CN 1,626.7 (356.8) (280.0) MDC PARTNERS-A MDCA US 1,626.7 (356.8) (280.0) MDC PARTNERS-A MD7A GR 1,626.7 (356.8) (280.0) MDC PARTNERS-A MDCAEUR EU 1,626.7 (356.8) (280.0) MDC PARTNERS-EXC MDZ/N CN 1,626.7 (356.8) (280.0) MEAD JOHNSON MJN US 4,227.1 (392.8) 1,508.5 MEAD JOHNSON 0MJA TH 4,227.1 (392.8) 1,508.5 MEAD JOHNSON 0MJA GR 4,227.1 (392.8) 1,508.5 MEAD JOHNSON MJNEUR EU 4,227.1 (392.8) 1,508.5 MEDLEY MANAGE-A MDLY US 138.5 (14.5) 57.0 MERITOR INC AID1 GR 2,536.0 (125.0) 55.0 MERITOR INC MTOR US 2,536.0 (125.0) 55.0 MERITOR INC MTOREUR EU 2,536.0 (125.0) 55.0 MICHAELS COS INC MIK US 2,009.8 (1,721.9) 502.5 MICHAELS COS INC MIM GR 2,009.8 (1,721.9) 502.5 MIRAGEN THERAPEU MGEN US 57.8 48.0 49.7 MIRAGEN THERAPEU 1S1 GR 57.8 48.0 49.7 MIRAGEN THERAPEU SGNLEUR EU 57.8 48.0 49.7 MONEYGRAM INTERN MGI US 4,437.5 (199.3) (23.5) MONEYGRAM INTERN 9M1N GR 4,437.5 (199.3) (23.5) MONEYGRAM INTERN 9M1N TH 4,437.5 (199.3) (23.5) MONEYGRAM INTERN MGIEUR EU 4,437.5 (199.3) (23.5) MOODY'S CORP DUT GR 5,435.9 (724.2) 2,061.7 MOODY'S CORP MCO US 5,435.9 (724.2) 2,061.7 MOODY'S CORP DUT TH 5,435.9 (724.2) 2,061.7 MOODY'S CORP MCOEUR EU 5,435.9 (724.2) 2,061.7 MOODY'S CORP DUT QT 5,435.9 (724.2) 2,061.7 MOTOROLA SOLUTIO MTLA GR 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MTLA TH 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MSI US 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MOT TE 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MSI1EUR EU 8,140.0 (1,037.0) 688.0 MSG NETWORKS- A MSGN US 864.4 (987.0) 195.4 MSG NETWORKS- A 1M4 GR 864.4 (987.0) 195.4 MSG NETWORKS- A 1M4 TH 864.4 (987.0) 195.4 MSG NETWORKS- A MSGNEUR EU 864.4 (987.0) 195.4 NANOSTRING TECHN NSTG US 106.5 (3.1) 59.9 NANOSTRING TECHN 0F1 GR 106.5 (3.1) 59.9 NANOSTRING TECHN NSTGEUR EU 106.5 (3.1) 59.9 NATHANS FAMOUS NATH US 78.1 (66.5) 56.8 NATHANS FAMOUS NFA GR 78.1 (66.5) 56.8 NATIONAL CINEMED XWM GR 1,151.9 (54.1) 92.9 NATIONAL CINEMED NCMI US 1,151.9 (54.1) 92.9 NATIONAL CINEMED NCMIEUR EU 1,151.9 (54.1) 92.9 NAVISTAR INTL IHR GR 5,952.0 (5,127.0) 825.0 NAVISTAR INTL NAV US 5,952.0 (5,127.0) 825.0 NAVISTAR INTL IHR TH 5,952.0 (5,127.0) 825.0 NAVISTAR INTL IHR QT 5,952.0 (5,127.0) 825.0 NEFF CORP-CL A NEFF US 652.7 (124.7) 1.3 NEFF CORP-CL A NFO GR 652.7 (124.7) 1.3 NEW ENG RLTY-LP NEN US 190.0 (33.5) - NYMOX PHARMACEUT NYMX US 1.7 (1.2) (0.2) NYMOX PHARMACEUT NYM GR 1.7 (1.2) (0.2) OCEAN THERMAL EN TDYSD US 0.0 (1.6) (1.6) OMEROS CORP 3O8 GR 58.4 (48.1) 34.4 OMEROS CORP OMER US 58.4 (48.1) 34.4 OMEROS CORP 3O8 TH 58.4 (48.1) 34.4 OMEROS CORP OMEREUR EU 58.4 (48.1) 34.4 PENN NATL GAMING PN1 GR 4,947.0 (540.7) (50.0) PENN NATL GAMING PENN US 4,947.0 (540.7) (50.0) PHILIP MORRIS IN PM1EUR EU 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI SW 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM1 TE 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 TH 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM1CHF EU 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 GR 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM US 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM FP 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI1 IX 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI EB 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 QT 36,627.0 (10,557.0) 3,529.0 PINNACLE ENTERTA PNK US 4,003.8 (351.8) (82.3) PINNACLE ENTERTA 65P GR 4,003.8 (351.8) (82.3) PITNEY BOWES INC PBW GR 5,747.2 (46.3) (215.3) PITNEY BOWES INC PBI US 5,747.2 (46.3) (215.3) PITNEY BOWES INC PBW TH 5,747.2 (46.3) (215.3) PITNEY BOWES INC PBIEUR EU 5,747.2 (46.3) (215.3) PLANET FITNESS-A PLNT US 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL TH 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL GR 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL QT 1,156.4 (188.0) 28.1 PLANET FITNESS-A PLNT1EUR EU 1,156.4 (188.0) 28.1 PROS HOLDINGS IN PH2 GR 210.7 (19.9) 63.0 PROS HOLDINGS IN PRO US 210.7 (19.9) 63.0 QUANTUM CORP QNT2 GR 225.0 (116.0) (42.0) QUANTUM CORP QNT1 TH 225.0 (116.0) (42.0) QUANTUM CORP QTM US 225.0 (116.0) (42.0) QUANTUM CORP QTM1EUR EU 225.0 (116.0) (42.0) QUANTUM CORP QNT1 QT 225.0 (116.0) (42.0) REATA PHARMACE-A RETA US 88.2 (220.3) 34.5 REATA PHARMACE-A 2R3 GR 88.2 (220.3) 34.5 REATA PHARMACE-A RETAEUR EU 88.2 (220.3) 34.5 REGAL ENTERTAI-A RGC US 2,686.1 (826.1) (7.6) REGAL ENTERTAI-A RETA GR 2,686.1 (826.1) (7.6) REGAL ENTERTAI-A RGC* MM 2,686.1 (826.1) (7.6) RESOLUTE ENERGY R21 GR 489.6 (75.9) (69.6) RESOLUTE ENERGY REN US 489.6 (75.9) (69.6) RESOLUTE ENERGY RENEUR EU 489.6 (75.9) (69.6) REVLON INC-A REV US 2,999.0 (642.0) 343.1 REVLON INC-A RVL1 GR 2,999.0 (642.0) 343.1 REVLON INC-A RVL1 TH 2,999.0 (642.0) 343.1 REVLON INC-A REVEUR EU 2,999.0 (642.0) 343.1 ROSETTA STONE IN RST US 185.9 (1.0) (58.1) ROSETTA STONE IN RS8 GR 185.9 (1.0) (58.1) ROSETTA STONE IN RS8 TH 185.9 (1.0) (58.1) ROSETTA STONE IN RST1EUR EU 185.9 (1.0) (58.1) RR DONNELLEY & S DLLN GR 3,907.3 (174.1) 725.7 RR DONNELLEY & S RRD US 3,907.3 (174.1) 725.7 RR DONNELLEY & S DLLN TH 3,907.3 (174.1) 725.7 RR DONNELLEY & S RRDEUR EU 3,907.3 (174.1) 725.7 RYERSON HOLDING RYI US 1,738.9 (32.7) 676.2 RYERSON HOLDING 7RY GR 1,738.9 (32.7) 676.2 RYERSON HOLDING 7RY TH 1,738.9 (32.7) 676.2 SALLY BEAUTY HOL SBH US 2,070.8 (320.6) 657.6 SALLY BEAUTY HOL S7V GR 2,070.8 (320.6) 657.6 SANCHEZ ENERGY C SN US 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C SN* MM 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C 13S GR 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C 13S TH 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C SNEUR EU 2,078.6 (77.6) 29.0 SBA COMM CORP 4SB GR 7,297.4 (1,916.5) 72.7 SBA COMM CORP SBAC US 7,297.4 (1,916.5) 72.7 SBA COMM CORP SBJ TH 7,297.4 (1,916.5) 72.7 SBA COMM CORP SBACEUR EU 7,297.4 (1,916.5) 72.7 SCIENTIFIC GAM-A TJW GR 7,073.2 (1,995.2) 434.7 SCIENTIFIC GAM-A SGMS US 7,073.2 (1,995.2) 434.7 SEARS HOLDINGS SEE GR 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SEE TH 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SHLD US 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SEE QT 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SHLDEUR EU 9,071.0 (3,527.0) 127.0 SIGA TECH INC SIGA US 160.8 (296.1) 52.6 SILVER SPRING NE SSNI US 449.6 (42.7) 0.7 SILVER SPRING NE 9SI GR 449.6 (42.7) 0.7 SILVER SPRING NE 9SI TH 449.6 (42.7) 0.7 SILVER SPRING NE SSNIEUR EU 449.6 (42.7) 0.7 SIRIUS XM CANADA XSR CN 307.0 (127.9) (152.0) SIRIUS XM CANADA SIICF US 307.0 (127.9) (152.0) SIRIUS XM HOLDIN SIRI US 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN RDO TH 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN RDO GR 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN RDO QT 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN SIRIEUR EU 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN SIRI AV 7,931.8 (921.1) (1,901.0) SONIC CORP SONC US 571.7 (157.7) 38.2 SONIC CORP SO4 GR 571.7 (157.7) 38.2 SONIC CORP SONCEUR EU 571.7 (157.7) 38.2 SOURCE ENERGY SE SHLE CN 236.6 (62.2) 18.2 SOURCE ENERGY SE S4O GR 236.6 (62.2) 18.2 SOURCE ENERGY SE SHLEEUR EU 236.6 (62.2) 18.2 STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4) STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4) SYNTEL INC SYNT US 443.6 (136.2) 134.5 SYNTEL INC SYE GR 443.6 (136.2) 134.5 SYNTEL INC SYE TH 443.6 (136.2) 134.5 SYNTEL INC SYNT1EUR EU 443.6 (136.2) 134.5 TAILORED BRANDS TLRD US 2,114.2 (113.6) 712.4 TAILORED BRANDS WRMA GR 2,114.2 (113.6) 712.4 TAILORED BRANDS TLRD* MM 2,114.2 (113.6) 712.4 TAUBMAN CENTERS TU8 GR 4,044.9 (75.4) - TAUBMAN CENTERS TCO US 4,044.9 (75.4) - TEMPUR SEALY INT TPD GR 2,680.3 (11.3) 90.1 TEMPUR SEALY INT TPX US 2,680.3 (11.3) 90.1 TOCAGEN INC TOCA US 34.3 (1.5) 14.0 TOCAGEN INC 37T GR 34.3 (1.5) 14.0 TOCAGEN INC TOCAEUR EU 34.3 (1.5) 14.0 TRANSDIGM GROUP T7D GR 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDG US 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDG SW 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDGCHF EU 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP T7D QT 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDGEUR EU 10,187.3 (2,038.8) 1,587.8 UBI BLOCKCHAIN I UBIA US 0.0 (0.4) (0.4) ULTRA PETROLEUM UPL US 1,699.0 (3,016.7) 331.2 ULTRA PETROLEUM UPL1EUR EU 1,699.0 (3,016.7) 331.2 ULTRA PETROLEUM UPM1 GR 1,699.0 (3,016.7) 331.2 UNISYS CORP UISCHF EU 1,962.3 (1,626.7) 19.3 UNISYS CORP UISEUR EU 1,962.3 (1,626.7) 19.3 UNISYS CORP UIS US 1,962.3 (1,626.7) 19.3 UNISYS CORP UIS1 SW 1,962.3 (1,626.7) 19.3 UNISYS CORP USY1 TH 1,962.3 (1,626.7) 19.3 UNISYS CORP USY1 GR 1,962.3 (1,626.7) 19.3 UNITI GROUP INC UNIT US 3,280.7 (1,426.9) - UNITI GROUP INC 8XC GR 3,280.7 (1,426.9) - VALVOLINE INC VVV US 1,907.0 (218.0) 261.0 VALVOLINE INC 0V4 GR 1,907.0 (218.0) 261.0 VALVOLINE INC 0V4 TH 1,907.0 (218.0) 261.0 VALVOLINE INC VVVEUR EU 1,907.0 (218.0) 261.0 VECTOR GROUP LTD VGR GR 1,387.1 (264.3) 469.4 VECTOR GROUP LTD VGR US 1,387.1 (264.3) 469.4 VECTOR GROUP LTD VGR QT 1,387.1 (264.3) 469.4 VERISIGN INC VRS TH 2,315.5 (1,187.7) 317.8 VERISIGN INC VRS GR 2,315.5 (1,187.7) 317.8 VERISIGN INC VRSN US 2,315.5 (1,187.7) 317.8 VERISIGN INC VRSNEUR EU 2,315.5 (1,187.7) 317.8 VERSUM MATER VSM US 1,120.0 (61.7) 388.9 VERSUM MATER 2V1 GR 1,120.0 (61.7) 388.9 VERSUM MATER VSMEUR EU 1,120.0 (61.7) 388.9 VERSUM MATER 2V1 TH 1,120.0 (61.7) 388.9 VIEWRAY INC VRAY US 90.8 (27.0) 34.6 VIEWRAY INC 6L9 GR 90.8 (27.0) 34.6 VIEWRAY INC VRAYEUR EU 90.8 (27.0) 34.6 WEIGHT WATCHERS WTW US 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WW6 GR 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WW6 TH 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WTWEUR EU 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WW6 QT 1,301.0 (1,185.2) (33.3) WELBILT INC WBT US 1,837.1 (26.3) 94.8 WELBILT INC 6M6 GR 1,837.1 (26.3) 94.8 WELBILT INC MFS1EUR EU 1,837.1 (26.3) 94.8 WEST CORP WSTC US 3,456.0 (390.6) 243.4 WEST CORP WT2 GR 3,456.0 (390.6) 243.4 WIDEOPENWEST INC WOW US 2,661.6 (645.2) (33.7) WIDEOPENWEST INC WU5 GR 2,661.6 (645.2) (33.7) WIDEOPENWEST INC WOW1EUR EU 2,661.6 (645.2) (33.7) WINGSTOP INC WING US 113.2 (67.3) (3.5) WINGSTOP INC EWG GR 113.2 (67.3) (3.5) WINMARK CORP WINA US 47.4 (2.3) 12.4 WINMARK CORP GBZ GR 47.4 (2.3) 12.4 WORKIVA INC WK US 139.8 (5.0) (2.5) WORKIVA INC 0WKA GR 139.8 (5.0) (2.5) YRC WORLDWIDE IN YRCW US 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YEL1 GR 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YEL1 TH 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YEL1 QT 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YRCWEUR EU 1,727.9 (438.0) 243.7 YUM! BRANDS INC YUM US 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC TGR GR 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC TGR TH 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUMEUR EU 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC TGR QT 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUMCHF EU 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUM SW 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUMUSD SW 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUMUSD EU 5,151.0 (5,812.0) (281.0) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***