/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170801.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, August 1, 2017, Vol. 21, No. 212 Headlines 06-004 MADERA: Taps Timothy P. Thomas as Legal Counsel 1776 AMERICAN: Hernandez Buying Houston Property for $495K 21ST CENTURY ONCOLOGY: PCO Hires Otterbourg as Counsel 309 BARONNE: Hires Ron Austin as Special Counsel 760 LONG POND: Taps Ronald Goldman as Legal Counsel ADVANCED PAIN: Hires Mehlman Greenblatt & Hare as Counsel ADVANCED RETAIL: U.S. Trustee Unable to Appoint Committee ALLIANCE SECURITY: U.S. Trustee Forms 3-Member Committee AMERICAN DENTAL: Taps Miller of Analytic Financial as CFO ANCHOR REEF: Hires Coan Lewendon as Attorney ANDREW PIRNIE: Stalwart Buying Kansas City Property for $60K APOLLO COMPANIES: Taps E. Rhett Buck as Legal Counsel ARMADA LEASING: Sale Procedures for Equipment Approved ARMADA LEASING: Taps Okin Adams as Legal Counsel ASSURANCE CONSTRUCTION: Hires Gregory M. Sullivan as Counsel ATKINS SPECIALTY: To Pay $150K to BOT to Settle Suit ATLANTIC & PACIFIC: $134K Sale of 3 Gas Stations to Getty Okayed B & B METALS: U.S. Trustee Unable to Appoint Committee BAVARIA YACHTS: Sale or Abandonment of Office Goods Approved BELLE MERE: Trespassed Property Owned by Spencer, et al., Ct. Finds BICOM NY: Sets Bidding Procedures for All Assets BLACK MOUNTAIN GOLF: Exclusive Plan Filing Period Moved to Sept. 30 BRIGGS DEVELOPMENT: Taps Lee A. Frison as Legal Counsel BRUGNARA PROPERTIES: Taps Ruth Auerbach as Legal Counsel CAROLINA BEER: S&P Affirms 'B-' CCR & Alters Outlook to Negative CARRANO AIRCONTRACTING: Hires AJ Santye as Accountant CHARLES E. WALKER: Court Denies Bid to Stay Chapter 11 Case CHARLES WALKER: Trustee Selling Lago Vista Property for $1.3M CHINA FISHERY: In Talks With Creditors, Hopes to Reach Consensus CHRESTOTES INC: Hires Meridian Professional as Appraiser CONDO 64: Can Continue Using Cash Collateral Through Sept. 22 CONOVER ROAD: Hires Robert C. Nisenson as Attorney CONTAINER STORE: Moody's Affirms B2 Corporate Family Rating COUDERT BROTHERS: Arbitration Award Dispute Sent to Dist. Court CROSSROADS INVESTORS: Cal. App. Grants Anti-SLAPP Motion CTI BIOPHARMA: Has $54.8M Est. Financial Standing as of June 30 DIAMOND OFFSHORE: Moody's Cuts CFR to Ba3; Outlook Negative DIKA-HOMEWOOD: Sand Capital Awarded $1MM in Postpetition Interest ECLIPSE RESOURCES: Moody's Hikes CFR to B3 on Reduced Leverage EDGEWOOD PARTNERS: S&P Puts 'B' CCR on CreditWatch Negative ENERGYSOLUTIONS INC: S&P Hikes Rating on Sec Credit Facilities to B ENGILITY CORP.: Moody's Revises Outlook to Stable & Affirms B2 CFR ESPLANADE HL: Sets Bid Procedures for Three Algonquin Properties FANNIE MAE & FREDDIE MAC: Tim Howard Examines & Opines on New Docs FANSTEEL INC: Can Continue Using Cash for August 2017 Expenses GARDENS LLC: Taps Latham Shuker as Legal Counsel GARDENS REGIONAL: Court Strikes Portions of Ahlholm's Declaration GARY WASHINGTON: 4th Cir. Affirms Denial of Second Reconsideration GILLESPIE OFFICE: Plan Solicitation Period Extended Until Sept. 30 GRAND DAKOTA: Seeks to Hire Pearce Law as Legal Counsel HAMKEI GENERATION: U.S. Trustee Unable to Appoint Committee HELIOPOWER INC: Taps Call & Jensen as Litigation Counsel HOPE-WELL PILOT: U.S. Trustee Unable to Appoint Committee HOUSTON PLATE: Taps Womac as Counsel in Suit vs Gas Process INFINIA CORP: Trustee Selling Remnant Assets to Oak Point for $4K INT'L MANUFACTURING: Sept. 18 Tribe Bankruptcy Appeal Hearing INTERNATIONAL WESTERN: Operation Losses Raise Going Concern Doubt JEFFREY EKIERT: Sale of West Palm Beach Property Denied KATY INDUSTRIES: Closes Sale of All Assets to Jansan Acquisition KINGRIDGE ENTERPRISES: Wants to Use Iberia Bank's Cash Collateral KODI DISTRIBUTING: U.S. Trustee Unable to Appoint Committee KONA GOLD: Taps J. Craig Demetras as Legal Counsel L&N TWINS: Sale of Pleasantville Property to Mishto for $1.5M LA PALOMA GENERATING: Court Extends Plan Filing Period to August 7 LB STEEL: Walsh Construction Loses Bid to Dismiss 2nd Suit LEHMAN BROTHERS: Court Approves RMBS Trust Settlement Agreement LOMBARD PUBLIC: Case Summary & 20 Largest Unsecured Creditors LUCKY # 5409: Wants Exclusive Plan Filing Deadline Moved to Nov. 13 M2J2 LLC: Selling Bedford Property to Ceci for $2 Million MACAVITY COMPANY: Gets Approval to Hire Gallagher as Legal Counsel MARIA SANCHEZ: Palomo Buying Pharr Property for $165K MICHAEL DOMBROWSKI: Sale of Atlanta Home for $121K Approved MT. OLIVE BAPTIST: Has Interim OK to Use FCBTC Cash Through Oct. 25 NAHID M F: Plan Exclusivity Periods Extended Through October 25 NEOPS HOLDINGS: Allowed to Obtain $1.2-Mil Financing, Use Cash NORTH AMERICAN GROUP: Taps Dal Lago Law as Legal Counsel NOVO INTEGRATED: Insufficient Cash Flow Casts Going Concern Doubt OCEAN RIG: Scheme Meetings Scheduled for August 11 OL FRESH LLC: Allowed to Use People's United Bank Cash Collateral OLLIE WILLIAM FAISON: Objection to SummitBridge's Claim Allowed OSSO LLC: U.S. Trustee Unable to Appoint Committee OYO SPORTSTOYS: Case Summary & 20 Largest Unsecured Creditors OYOTOYO INC: Taps Rosenberg & Weinberg as Legal Counsel PAUL LEITNER-WISE: Stay Does Not Bar Barker to Compel Appearance PHOENIX SERVICES: S&P Affirms 'B' CCR & Alters Outlook to Negative PHOTOMEDEX INC: Common Stock Trades on OTCQB Under "PHMD" Symbol PILGRIM MEDICAL: Campanella Sale of Sea Girt Property for $1.8M OKd PIN OAK: U.S. Trustee Unable to Appoint Committee PIONEER HEALTH: Wants Sept. 30 as Exclusive Plan Filing Deadline PORTABELLA'S INC: Taps Wildeman & Obrock as Accountant PRECISE CORPORATE: Asks for Hearing on Cash Collateral Use PROMETHEUS & ATLAS: Taps David J. Merrill as Special Counsel PUERTO RICO: ERS Bondholders Sue Over Joint Resolution 188 PUERTO RICO: ERS Bondholders Sue U.S. in Court of Federal Claims PUERTO RICO: GO Bondholders Seek Seat on Creditors Committee QBS HOLDING: Moody's Revises Outlook Stable & Affirms B3 CFR ROCKFORD INSURANCE: Alliance Financial Buying All Assets for $675K SEARS CANADA: Fairholme Is Evaluating Potential Sale of Shares SECOND CHANCES: Taps Michelle Steele as Bookkeeper SELFRIDGE LLC: Taps Simon Resnik as Legal Counsel SHORT BARK: Seeks Approval to Employ Ordinary Course Professionals SIXTY SIXTY CONDOMINIUM: Wants Exclusivity Extended Through Oct. 31 SOLYMAN YASHOUAFAR: Court Stays Abselet Suit SPANNY CLEANERS: Taps Berger Singerman as Legal Counsel STAR GOLDEN: Sets Bid Procedures for Five Las Vegas Properties SULLIVAN VINEYARDS: Wants to Use Winery Cash Collateral SUNSET PARTNERS: Allowed to Use Cash Collateral Through Aug. 8 SUNSHINE OILSANDS: Notes Under Forbearance to Mature Today T3M INC: Has Court's Final Approval to Use Cash Collateral TIFARO GROUP: U.S. Trustee Unable to Appoint Committee TK HOLDINGS: Taps Lazard Freres as Investment Banker TOWN SPORTS: Incurs $410K Net Loss in Second Quarter TOWN SPORTS: May Issue 2 Million Shares Under 2006 Incentive Plan TRANSOCEAN INC: Moody's Revises Outlook to Neg. & Affirms B2 CFR TRIGEE FOUNDATION: Motion for Protective Order Granted TXCC INC: Sale of All Assets in 5 Restaurants for $675K Approved TXCC INC: Sale of All Frisco Restaurant Assets for $50K Approved UNITED RENTALS: Moody's Hikes Corporate Family Rating to Ba2 UNITED RENTALS: S&P Rates New $925MM Senior Unsec. Notes 'BB-' US STEEL: Moody's Revises Outlook to Positive & Affirms B3 CFR WALL ST. RECYCLING: Taps Brouse McDowell as Legal Counsel WELLMAN DYNAMICS: Can Continue Using Cash Through Aug. 25 WELLMAN MACHINING: Can Use TCTM Cash Through Aug. 25 WESTINGHOUSE ELECTRIC: Toshiba to Pay $2.2B Over VC Summer Project WILDWOOD PROPERTY: Has Power to Amend Development Restrictions WILLIAM RILEY: Selling Four Puyallup Properties for $1.2 Million WJA ASSET: Wants to Enter into Consent Order with CBO [^] Large Companies with Insolvent Balance Sheet ********* 06-004 MADERA: Taps Timothy P. Thomas as Legal Counsel ------------------------------------------------------ 06-004 Madera Business Trust seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire legal counsel. The Debtor proposes to employ the Law Office of Timothy P. Thomas LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm will charge $350 per hour for the services of its attorney and $125 per hour for paralegal services. Prior to the petition date, the firm received a retainer of $15,000 from the Debtor. Neither the firm nor any of its attorneys has direct connection with the Debtor or its creditors, according to court filings. The firm can be reached through: Timothy P. Thomas, Esq. Law Office of Timothy P. Thomas, LLC 1771 E. Flamingo Rd, Suite B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 Email: tthomas@tthomaslaw.com About 06-004 Madera Business Trust 06-004 Madera Business Trust is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple interest in 267 acres of land valued at $3.75 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-12102) on April 26, 2017. Peter Becker, manager of the trustee, signed the petition. At the time of the filing, the Debtor disclosed $4.08 million in assets and $2.13 million in liabilities. Judge Laurel E. Davis presides over the case. 1776 AMERICAN: Hernandez Buying Houston Property for $495K ---------------------------------------------------------- 1776 American Property IV, LLC, and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of real property located at 5618 Woodbrook Way, Houston, Texas, also known as Lot 12, Block 2, Edison Park, a subdivision in Harris County, Texas, outside of the ordinary course of business to Dr. Luis F. Hernandez for $495,000. A hearing on the Motion is set for Aug. 21, 2017 at 10:30 a.m. Objections, if any, must be filed within 21 days of the date of service. Collectively, as of the Petition Date, the Debtors owned 116 rental single family homes/apartment units, five single family homes, and 76 vacant lots. In addition, Debtors 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. 1776 V now owns the nine family residences located in the Edison Park Subdivision. The Property is subject to a mortgage, which is secured by a first lien deed of trust held by PS Funding, Inc. The mortgage is reflected by a promissory note in the original principal amount of $350,000. The obligor on the Note is First Chapel Development. The holder of the Note is PS Funding, Inc. The current principal balance of the Note is approximately $360,000. The sales proceeds will be sufficient to pay-off the Note in full at closing. The Property will be sold, transferred and conveyed "as is," free and clear of liens, claims, and encumbrances. All liens will attach to the proceeds of the sale or be paid through the closing by the title company. The parties expect the sale closing will be Aug. 30, 2017. From the proceeds of the sale, the Debtors propose to pay at closing (i) the 2016 and pro-rata 2017 ad-valorem property taxes owed on the Property at the closing; (ii) the Note and accrued interest and fees in full; (iii) other secured claim on the property, including past due HOA assessments; and (iv) the customary closing costs and fees. The Debtors ask the Court to waive any 14-day stay imposed by Bankruptcy Rules 6004 and 6006. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/1776_American_227_Sales.pdf The Purchaser can be reached at: Dr. Luis F. Hernandez 4406 Topaz Trail Drive Sugar Land, TX 77479 About 1776 American Properties IV 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were signed by Jeff Fisher, director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC, serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the bankruptcy cases and no official committee of unsecured creditors has been established. 21ST CENTURY ONCOLOGY: PCO Hires Otterbourg as Counsel ------------------------------------------------------ Melanie L. Cyganowski, the Patient Care Ombudsman of 21st Century Oncology Holdings, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Otterbourg P.C., as her counsel. The PCO requires Otterbourg to: (a) represent the PCO in any proceeding or hearing before the Bankruptcy Court, and in any action in other courts where the rights of the patients may be litigated or affected as a result of the Cases; (b) advise the PCO concerning the requirements of the Bankruptcy Code and Bankruptcy Rules and the requirements of the Office of the U.S. Trustee relating to the discharge of her duties under Section 333 of the Bankruptcy Code; (c) assist the PCO with the preparation of an action plan and carrying out the tasks set forth in the action plan, including visits to certain of the Debtors' facilities; (d) prepare and file with the court periodic reports to the Bankruptcy Court as required under the Appointment Order; (e) prepare and file applications to retain any other professionals of behalf of the PCO and any related monthly, interim or final fee applications; (f) advise and represent the PCO concerning any potential health law related issues; and (g) perform such other legal services as may be required under the circumstances of this Case in accordance with the PCO's powers and duties as set forth in the Bankruptcy Code and the Appointment Order. Otterbourg will be paid at these hourly rates: Partner/Counsel $695-$995 Associate $295-$725 Paralegal $275 Otterbourg will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did Otterbourg agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: The rate structure provided by Otterbourg is appropriate and is not significantly different from (a) the rates that Otterbourg charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. For this engagement, Otterbourg has agreed to provide a ten percent (10%) accommodation on the aggregate fees billed. In addition, as it does in other bankruptcy cases, all non-working travel time will be billed at fifty percent (50%). Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If Otterbourg represented the PCO in the 12 months prepetition, disclose Otterbourg's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Otterbourg's billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has the PCO approved Otterbourg's budget and staffing plan, and, if so for what budget period? Response: Yes, the PCO has approved Otterbourg's budget and staffing plan for the period from the Petition Date through the first four (4) months of the PCO's engagement, during the initial stages of her work as PCO and will be reviewed thereafter. Keith N. Costa, a partner at Otterbourg P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Otterbourg can be reached at: Keith N. Costa, Esq. OTTERBOURG P.C. 230 Park Avenue New York, NY 10169 Tel: (212) 661-9100 Fax: (212) 682-6104 About 21st Century Oncology Holdings, Inc. 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 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. At the time of the filing, the Debtors estimated their assets and debt at $1 billion to $10 billion. The cases are pending before the Hon. Judge Robert D. Drain. Kirkland & Ellis LLP is serving as the Debtors' counsel, with the engagement led by Christopher Marcus, P.C., John T. Weber, James H.M. Sprayregen, P.C., William A. Guerrieri, and Alexandra Schwarzman. Alvarez & Marsal Healthcare Industry's Paul Rundell, the firm's managing director, is serving as interim chief executive officer of the Debtors. Millco Advisors, LP, is the Debtors' financial advisor and investment banker. Kurtzman Carson Consultants LLC is the claims and noticing agent. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, and Berkeley Research Group, LLC, as financial advisor. On June 19, 2017, Melanie L. Cyganowski was appointed by the Bankruptcy Court as a patient care ombudsman under section 333 of the Bankruptcy Code. She is represented by Otterbourg P.C., as counsel. 309 BARONNE: Hires Ron Austin as Special Counsel ------------------------------------------------ 309 Baronne St., L.L.C., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ the Law Firm of Ron Austin & Associates, L.L.C., as special counsel to the Debtor. The Debtor is the owner of a commercial building located at 309 Baronne Street, New Orleans, Louisiana. The building is subject to two consensual mortgages with Crescent Bank & Trust. The Debtor's building has been damaged by the substantial construction, demolition, and renovation activities conducted in connection with the construction of the 217 Room NOPSI Hotel Development at 317-311 Baronne Street, New Orleans, Louisiana. The claim for damages was duly listed by the debtor in its schedules as an asset. 309 Baronne requires Ron Austin to assist the Debtor in the litigation of its claims for damages in connection with the construction of the 217 Room NOPSI Hotel Development at 317-311 Baronne Street, New Orleans, Louisiana. Ron Austin will be paid a 30% contingency fee of any settlement or judgment recovered, plus reimbursement of costs. Jeffrey P. Green, member of the Law Firm of Ron Austin & Associates, L.L.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ron Austin can be reached at: Jeffrey P. Green, Esq. LAW FIRM OF RON AUSTIN & ASSOCIATES, L.L.C. 920 4th Street Gretna, LA 70053 Tel: (504) 227-8100 About 309 Baronne St., L.L.C. 309 Baronne St., L.L.C., based in New Orleans, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 17-10888) on April 10, 2017. Markus E. Gerdes, Esq., at Gerdes Law Firm, L.L.C., serves as bankruptcy counsel. The Debtor hired the Law Firm of Ron Austin & Associates, L.L.C., as special counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $100,001 to $500,000 in liabilities. The petition was signed by Harry E. Cantrell, Jr., managing member. 760 LONG POND: Taps Ronald Goldman as Legal Counsel --------------------------------------------------- 760 Long Pond Road, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire legal counsel. The Debtor proposes to hire Ronald Goldman, Esq., to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Mr. Goldman will charge an hourly fee of $350 for his services. In a court filing, Mr. Goldman disclosed that he does not represent any interest adverse to the Debtor or its estate. Mr. Goldman maintains an office at: Ronald S. Goldman, Esq. 45 Exchange Street, Suite 532 Rochester, NY 14614 Phone: (585) 546-7410 Email: rosgol@yahoo.com About 760 Long Pond Road LLC 760 Long Pond Road, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-20746) on July 10, 2017. Richard M. Orczyk, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. ADVANCED PAIN: Hires Mehlman Greenblatt & Hare as Counsel --------------------------------------------------------- Advanced Pain Management Services, LLC, et al. seek approval from the US Bankruptcy Court for the District of Maryland to employ Mehlman, Greenblatt & Hare, LLC as counsel for the debtor in possession. The professional services anticipated of Mehlman, Greenblatt & Hare are: (a) consult with and advice the Debtor as to its powers and duties as debtor in possession in the management of its property; (b) respond, as necessary, to any effort of creditors to appoint a trustee in lieu of the Debtor in possession or to rescind the automatic stay of Section 362 of the Bankruptcy Code as to its property; (c) assist the Debtor in the preparation of those documents required by the Bankruptcy Code, including the schedules and statement of financial affairs; (d) represent the Debtor in the formulation and negotiation of a plan of reorganization, including the drafting and filing of the plan of reorganization and any amended or modified plans of reorganization as may be required, and including attendance at and management of the confirmation hearing; (e) attend the meeting of creditors, any adjourned meeting of creditors, and such other bankruptcy court hearings as are required; (f) assist the Debtor in the preparation of a disclosure statement adequate to the circumstances of this case, and (g) draft and file applications, orders, reports, complaints, and other bankruptcy court papers as are required of the Debtor, or the debtor in possession, in the conduct of this case, and it is necessary to the Debtor, as debtor in possession, to employ an attorney for such professional services. Gary R. Greenblatt's normal hourly rate for representation in bankruptcy matters is $400.00 per hour and the normal hourly rate for Constance M. Hare is $350.00 per hour. The Firm has agreed to represent the Debtor at the Firm's normal hourly rates. Mehlman, Greenblatt & Hare, LLC will be employed under a general retainer of ($950.50), to be held in escrow because of the legal services anticipated. Prior to the filing, the Debtor paid Mehlman, Greenblatt & Hare, LLC a retainer of $4,452.50, of which $1,717.00 was paid to the Bankruptcy Court for the filing of this case and $1,785.00 was paid to the firm for prepetition services rendered. The $950.50 balance is the remaining retainer held in escrow by the firm. Gary R. Greenblatt attests that the members of the firm are disinterested persons within the meaning of 11 U.S.C. Sec. 101(14) and are eligible to serve as counsel for the Debtor. The Firm can be reached through: Gary R. Greenblatt, Esq. MEHLMAN, GREENBLATT & HARE, LLC 723 South Charles Street, Suite LL3 Baltimore, MD 21230 Tel: (410) 547-0300 Fax: (410)547-7474 E-mail: grgreen@mehl-green.com About Advanced Pain Management Services, LLC Advanced Pain Management Services, LLC -- http://www.americanspinemd.com/-- is a small business debtor as defined in 11 U.S.C. Section 101(51D), engaged in the health care business. The Company collected gross revenue for $9.97 million in 2016 and gross revenue of $10.65 million in 2015. Advanced Pain Management Services filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-30863), on March 16, 2017. The petition was signed by Khalid Kahloon, CEO and general counsel. At the time of filing, the Debtor disclosed $1.84 million in total assets and $2.50 million in total liabilities. The Kentucky case was assigned to Judge Thomas H. Fulton. APMS was represented by James Edwin McGhee, III, Esq. at Kaplan & Partners LLP. Advanced Anesthesiology Associates LLC (Bankr. D. Md. Case No. 17-18849), Advanced Pain Surgery Center, LLC (Bankr. D. Md. Case No. 17-18850) and American Spine Surgery Center LLC (Bankr. D. Md. Case No. 17-1885), the Debtors, collectively operate a medical practice specializing in pain management in Frederick, Maryland and in Waldorf, Maryland. On May 1, 2017, the APMS case was transferred to the District of Maryland (Bankr. D. Md. Case No. 17-16047). The Maryland petition disclosed under $1 million in both assets and liabilities. The petition was filed pro se. On May 11, 2017, the Court entered an Order approving the appointment of Alan M. Grochal as Chapter 11 trustee. The Debtors seek entry of an order pursuant to Bankruptcy Rule 1015(b), authorizing the joint administration, for procedural purposes only, with the case number 17 16047 assigned to Advanced Pain Management Services, LLC serving as the lead case. Bankruptcy Judge Thomas J Catliota presides over the Maryland case. The Court appointed Alan M. Grochal as Chapter 11 Trustee. ADVANCED RETAIL: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Advanced Retail Solutions, Inc. as of July 26, according to a court docket. About Advanced Retail Solutions Inc. Advanced Retail Solutions, Inc. is a privately-held company in Ball Ground, Georgia, which is engaged in retail trade consulting. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-60948) on June 22, 2017. Michael P. Reyes, president & CEO, signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. ALLIANCE SECURITY: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- William K. Harrington, U.S. Trustee for the District of Rhode Island, on July 27, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Alliance Security, Inc. The committee members are: (1) Nortek Security & Control LLC Attn: Andrew Prete, Chairperson c/o Daniel Schatz 1950 Camino Vida Roble Suite, #150 Carlsbad, CA 92008 Tel: (401) 441-0050 E-mail: Andrew.prete@melroseplc.net (2) The Katherine Gibbs School of Providence, Inc. c/o Gail B. Rago 231 N. Martingale Road Schaumburg, IL 60173 Tel: (847) 585-2249 E-mail: grago@careered.com (3) Security Alarm Financing Enterprises, LP c/o Jared Isaacsohn 2440 Camino Ramon, Suite 200 San Ramon, CA 94583 Tel: (925)-830-2320 E-mail: jared.isaacsohn@safesecurity.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Alliance Security Headquartered in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D. R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Jasjit Gotra, president, CEO. Judge Diane Finkle presides over the case. William J. Delaney, Esq., at The Delaney Law Firm LLC serves as the Debtor's bankruptcy counsel. AMERICAN DENTAL: Taps Miller of Analytic Financial as CFO --------------------------------------------------------- American Dental Associates, PLLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Scott W. Miller of Analytic Financial Group, LLC, as chief financial officer to the Debtor. American Dental requires Analytic Financial to: (a) take and maintain possession, custody and sole control of the Debtor's books, financial records and financial accounts; (b) assume the role of sole signatory on all of the Debtor's financial accounts with the following exceptions applicable to payments made to non-insider parties: (i) Analytic Financial shall have authority to delegate debit card signatory authority for the payment of any ordinary and necessary business expense in the amount of $1,000 or less; and (ii) Analytic Financial may pre-authorize by telephone or electronically, individual wire transfers and debit card expenditures in any amount. Analytic Financial shall make itself available to authorize the payment of unforeseen expenses on an emergency or expedited basis in no less than 12 hours. (c) review, approve and take primary responsibility for the compilation of all financial reports which the Debtor is required to file with the Bankruptcy Court; (d) assure that the Debtor follows acceptable accounting practices in the conduct of its post-petition business and meets its post-petition payment and reporting obligations; (e) act at all times in the best interests of the Debtor's Estate; (f) defer to the business judgment of the Debtor's management matters related to medical, marketing, and administrative aspects of the practice of dentistry; (g) act as the Debtor's designee and representative as to all matters, except as to those solely under the direct control of or within the direct personal knowledge of the Debtor's principal; and (h) perform any other financial management, consulting, Forensic accounting and accounting function or task as agreed to by the Debtor and the Firm and authorized by the Bankruptcy Court. Analytic Financial will be paid post-petition retainer in the amount of $8,000, payable in weekly increments of $1,000 beginning as of July 12, 2017. Analytic Financial will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott W. Miller, principal of Analytic Financial Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Analytic Financial can be reached at: Scott W. Miller ANALYTIC FINANCIAL GROUP, LLC 8639B 16th Street, Suite 106 Silver Spring, MD 20910 Tel: (301) 602-9258 About American Dental Associates, PLLC American Dental Associates PLLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 17-12155) on June 23, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Christopher S. Moffitt, Esq., of the Law Offices of Christopher S. Moffitt. The Debtor tapped Scott W. Miller of Analytic Financial Group, LLC, as chief financial officer. ANCHOR REEF: Hires Coan Lewendon as Attorney -------------------------------------------- Anchor Reef Club at Branford, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Coan Lewendon Gulliver & Miltenberger, LLC, as attorney to the Debtor. Anchor Reef requires Coan Lewendon to: a. give the Debtor as debtor-in-possession legal advice with respect to its business, operations, and the management of its property; b. negotiate arrangements with creditors respecting their claims and treatment of their claims in a Plan of Reorganization; c. institute and defend such litigation in the bankruptcy court and other courts as counsel and the Debtor as debtor- in-possession consider necessary and appropriate for the conduct of its reorganization; d. prepare on behalf of the Debtor as debtor-in-possession necessary petitions, motions, answers, orders, reports, disclosure statements, plans and other papers; and e. perform all other legal services for the Debtor as debtor- in-possession which may be necessary herein. Coan Lewendon will be paid at these hourly rates: Partners $400 Counsel $320 Associates $250 Paralegals $95-$110 After deducting prepetition expenses and the filing fee, Coan Lewendon held the remaining sum of $45,783 as retainer and deposit for costs. Coan Lewendon will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy D. Miltenberger, member of Coan Lewendon Gulliver & Miltenberger, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Coan Lewendon can be reached at: Timothy D. Miltenberger, Esq. COAN LEWENDON GULLIVER & MILTENBERGER, LLC 495 Orange Street New Haven, CT 06511 Tel: (203) 624-4756 About Anchor Reef Club at Branford, LLC Anchor Reef Club at Branford, LLC, based in Westlake Village, CA, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-21080) on July 19, 2017. The Hon. James J. Tancredi presides over the case. Timothy D. Miltenberger, Esq., at Coan Lewendon Gulliver & Miltenberger, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Albert Nassi, manager of the member. ANDREW PIRNIE: Stalwart Buying Kansas City Property for $60K ------------------------------------------------------------ Andrew Mark and Debra Beatrice Pirnie ask the U.S. Bankruptcy Court for the Western District of Missouri to authorize their sale to Stalwart Management, LLC of two duplexes (i) located at 9527-9529 Charlotte Street, Kansas City, Missouri for $61,500; and (ii) located at 9560-9562 Charlotte Street, Kansas City, Missouri for $59,500. The objection deadline is Aug. 18, 2017. Their bankruptcy case was administratively closed and thereafter, due to problems with lenders, their case was re-opened. Their case is still pending with the Court. The Debtors own the Duplexes. They have a contract to sell the Duplexes to the Buyer free and clear of liens. The Court, at confirmation, determined that the Duplexes were valued at $35,000 each. The sale of the Duplexes at $61,500 and $59,500 each is a fair price and is in the best interest of the bankruptcy estate. The excess proceeds from the sale of the Duplexes will allow the Debtors to pay ongoing business expenses and potential capital gains taxes. A 6% commission on each sale will be paid to Keller Williams Southland agent Sally Sargent, who is the Debtors' (Sellers') Agent. Upon information and belief, the Debtors owe a payoff amount of $41,953 to lender Nationstar on the 9527-9529 Charlotte property, and a payoff amount of approximately $40,578 to Nationstar on the 9560-9562 Charlotte property. The payoff for 9560-9562 Charlotte includes escrow advances of $3,088. The Debtors and their counsel believe that this figure includes flood insurance premiums. They and their counsel have provided documentation to Nationstar's counsel to show that 9560-62 Charlotte is not in a flood plain and flood insurance is not required. These fees for flood insurance should be removed from the payoff figure before closing. Counsel for the Debtors: Dana B. Wilders, Esq. KRIGEL & KRIGEL, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Telephone: (816) 756-5800 Facsimile: (816) 756-1999 E-mail: dwilders@krigelandkrigel.com Andrew Mark Pirnie and Debra Beatrice Pirnie sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 09-44568) on Sept. 21, 2009. The Debtors' 11 Plan was confirmed on April 2, 2010. APOLLO COMPANIES: Taps E. Rhett Buck as Legal Counsel ----------------------------------------------------- Apollo Companies Inc. 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 E. Rhett Buck, Esq., to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation of a plan of reorganization. Mr. Buck will charge an hourly fee of $300 for his services. He received an advance retainer in the amount of $5,000. In a court filing, Mr. Buck disclosed that he does not hold any interest adverse to the Debtor's estate, its creditors or equity security holders. Mr. Buck maintains an office at: E. Rhett Buck, Esq. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 Phone: (713) 868-9447 Fax: (713) 868-6157 Email: erhettbuck@aol.com About Apollo Companies, Inc. Headquartered in Alvin, Texas, Apollo Office Systems, LLC -- http://www.apolloofficesystems.com-- is a growing company that sells and services all brands of copiers, printers, scanners, faxes, wide format laser printers and any other type of office machine. The Debtor is an authorized Xerox Channel Partner. It also sells Canon, Kyocera-Mita/Copystar, Konica-Minolta, Oce, Okidata, HP, Brother, Samsung, Ricoh, GEI, Fujitsu, etc. AOS is a family owned and has been in the business for over twenty-five years. Apollo Companies Inc. dba Apollo Office Systems LLC, dba Southwest Office Systems, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-80148) on May 5, 2017, estimating assets of less than $1 million and liabilities of $1 million to $10 million. The petition was signed by Jeffrey Foley, director. Judge Marvin Isgur presides over the case. The Debtor hired Eric C. Grimm, PLLC and the Law Office of William L. Bennett as its special litigation counsel. ARMADA LEASING: Sale Procedures for Equipment Approved ------------------------------------------------------ Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized the sale procedures for the private sale of Armada Leasing, LLC's and High Country Transportation, Inc. ("HCT")'s equipment. The sale is free and clear of all liens. The Debtors' operations include three different divisions utilizing 227 trucks -- including leased APU units installed in certain trucks -- and 158 trailers ("Equipment"). Upon their entry into an agreement to sell Equipment ("Proposed Sale"), the Debtors will file and serve a Notice of Proposed Sale and a proposed Sale Order approving such sale. Each proposed Sale Order will, inter alia, provide for: (i) the approval of the Proposed Sale to be consummated and the transferee to take the tractor and/or trailer free and clear of any liens, encumbrances, rights or interests; and (ii) that proceeds of a Proposed Sale will be applied as follows: a. The Sale Proceeds will be held by the Debtors in a segregated account and any liens, claims, encumbrances, and other interests currently asserted against the Equipment will attach to the proceeds of the sale. b. Within seven days following the entry of a Sale Order ("Lien Noticing Period"), any party that is not listed as a Secured Lender on the applicable Notice of Proposed Sale but whom claims a security interest in the Sale Proceeds will file with the Court a notice of security interest ("Alleged Lien"). Parties in interest, including the Debtors, will have until 14 days following entry of a Sale Order to object. If no Alleged Liens are filed during the Lien Noticing Period, the Sale Proceeds will be paid to the applicable Secured Lender(s) with any remainder to the Debtors. If, however, Alleged Lien(s) are filed, but no Lien Objection(s) are filed, then the Sale Proceeds will be applied first to satisfy any lien(s) in the priority asserted, with any remainder to the Debtors. If a Lien Objection is filed, the Debtor will hold all Sale Proceeds in a segregated account pending resolution of the Lien Objection. Parties-in-interest will have seven days following the filing of a Notice of Proposed Sale to object to a Proposed Sale or a proposed Sale Order. Upon expiration of seven days following the filing of a Notice of Proposed Sale, if no objection is filed, the Court will enter a Sale Order. If an objection is filed, the Court will set a hearing on the Proposed Sale as soon as is practicable. The Debtors are further authorized, but not directed to return Equipment to the respective Secured Lender(s) and, if applicable, reject the any unexpired lease contract(s) associated therewith as provided: a. Upon the agreement of the Debtors and a Secured Lender to surrender Equipment, the Debtors will file a Notice of Proposed Surrender and proposed order modifying the automatic stay to permit the Voluntary Surrender ("Surrender Order"). b. Each proposed Surrender Order will, inter alia, provide: (i) modification of the automatic stay to permit a Voluntary Surrender; (ii) to the extent applicable, such Voluntary Surrender will be deemed to constitute a valid rejection of any unexpired lease or executory contract solely as such lease pertains to surrendered Equipment; (iii) an order requiring the Debtors to return the subject Equipment to the Secured Lender to be sold and/or disposed of in a commercially reasonable manner; (iv) waiving the Debtors' right to any further notice prior to such commercially reasonable sale; and (v) modification/termination of the automatic stay to permit the Secured Lender to sell any surrendered Equipment and apply the proceeds of such sale to the Secured Lender's claim. c. Parties-in-interest will have seven days following the filing of a Notice of Proposed Surrender to object to a Voluntary Surrender or a proposed Surrender Order. Upon expiration of seven days following the filing of a Notice of Proposed Surrender; if no objection is filed the Court will enter the Surrender Order. If an objection is filed, the Court will set a hearing on the Voluntary Surrender as soon as is practicable. Until such time as the Debtors' Equipment is either sold in accordance with the Sale Procedures set forth or voluntarily surrendered, the Debtors are authorized to use Equipment in accordance with their prepetition practices. As adequate protection for such use, the Debtors are authorized to and will make monthly installment payments to each Secured Lender in such amounts as are provided in the Pre-Petition Agreements. As further adequate protection, to the extent that any Equipment is sub-leased to a third-party for an amount exceeding the Monthly Installments, such Surplus will be remitted to the applicable Secured Lender for application against such Secured Lenders' claim. A copy of the Notice of Proposed Sale and Notice of Proposed Surrender attached to the Order is available for free at: http://bankrupt.com/misc/Armada_Leasing_56_Order.pdf About High Country Transportation Founded in 1985, Dallas, Texas-based High Country Transportation, Inc., is in the trucking industry. HCT operates in three divisions, namely: the over-the-road hopperbottom division which focuses on serving shippers in the Midwest, Texas and Western 11 states; the dedicated dry bulk division which operates in Colorado and New Mexico and actively seeks new opportunities in the West, Midwest and Texas; and the Freedom over-the-road dry van division which focuses on helping contractors who also have the entrepreneurial drive to create their own trucking business. HCT is an affiliate of Armada Leasing, LLC. HCT filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-32503) on June 29, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Kirk Crowley, vice president and authorized officer. Judge Harlin DeWayne Hale presides over the case. Matthew S. Okin, Esq., at Okin Adams LLP, serves as the Debtor's bankruptcy counsel. About Armada Leasing Headquartered in Dallas, Texas, Armada Leasing, LLC -- http://www.highcountrytrans.com-- is a Nevada limited liability company that specializes in leasing trucks to owner-operators. Trucks for lease include Freightliner Cascadia (2014-2016 Model Years), Kenworth T680 (2015-2016 Model Years), Peterbilt 579 (2014-2016 Model Years), Volvo VNL730 (2015-2016 Model Years) and Volvo VNL630 (2014 Model Year). Armada Leasing filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-32498) on June 29, 2017, estimating its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. The petition was signed by Kirk Crowley, managing member. Judge Stacey G. Jernigan presides over the case. Matthew S. Okin, Esq., at Okin Adams LLP, serves as the Debtor's bankruptcy counsel. BVA Group is the Debtor's financial advisor. ARMADA LEASING: Taps Okin Adams as Legal Counsel ------------------------------------------------ Armada Leasing, LLC and High Country Transportation, Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel in connection with their Chapter 11 cases. The Debtors propose to hire Okin Adams LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code; analyze claims and negotiate with creditors; and assist in the preparation of a plan of reorganization. The primary attorneys at the firm who will represent the Debtors and theur hourly rates are: Matthew Okin Partner $450 David Curry, Jr. Partner $360 Raymond Urbanik Of Counsel $450 John Thomas Oldham Of Counsel $275 Ryan O'Connor Associate $225 Okin Adams received a retainer from the Debtors in the amount of $110,000 prior to the petition date. Matthew Okin, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew S. Okin, Esq. David L. Curry, Jr., Esq. Okin Adams LLP 1113 Vine St, Suite 201 Houston, TX 77002 Tel: 713-228-4100 Fax: 888-865-2118 Email: mokin@okinadams.com Email: dcurry@okinadams.com - and - Raymond J. Urbanik, Esq. Okin Adams LLP 3811 Turtle Creek Blvd., Suite 780 Dallas, TX 75219 Tel: 214-382-4995 Fax: 888-865-2118 Email: rurbanik@okinadams.com About Armada Leasing Headquartered in Dallas, Texas, Armada Leasing, LLC -- http://www.highcountrytrans.com-- specializes in leasing trucks to owner-operators. High Country Transportation, Inc., an affiliate of Armada which is also based in Dallas, is in the trucking industry. HCT operates in three divisions, namely: the over-the-road hopperbottom division which focuses on serving shippers in the Midwest, Texas and Western 11 states; the dedicated dry bulk division which operates in Colorado and New Mexico and actively seeks new opportunities in the West, Midwest and Texas; and the Freedom over-the-road dry van division which focuses on helping contractors who also have the entrepreneurial drive to create their own trucking business. Armada and HCT filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 17-32498) on June 29, 2017. The petitions were signed by Kirk Crowley, managing member of Armada and vice-president of HCT. At the time of the filing, Armada disclosed that it had estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. HCT disclosed that it had estimated assets and liabilities of $10 million and $50 million. ASSURANCE CONSTRUCTION: Hires Gregory M. Sullivan as Counsel ------------------------------------------------------------ Assurance Construction Resources, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Gregory M. Sullivan, Esq., as counsel to the Debtor. Assurance Construction requires Gregory M. Sullivan to represent the Debtor in the Chapter 11 bankruptcy case. Gregory M. Sullivan received $6,000, including the $1,717 filing fee, and the remaining balance of $4,717 after deducting fees and expenses, will be as retainer. Gregory M. Sullivan will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory M. Sullivan, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gregory M. Sullivan can be reached at: Gregory M. Sullivan, Esq. 126 Essex Street Malden, MA 02148 Tel: (781) 322-0090 E-mail: gsullivanlaw@aol.com About Assurance Construction Resources, LLC Assurance Construction Resources, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-41293) on July 15, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Gregory M. Sullivan, Esq. ATKINS SPECIALTY: To Pay $150K to BOT to Settle Suit ---------------------------------------------------- Plaintiffs Board of Trustees of the Kern County Electrical Workers' Pension Fund, Board of Trustees of the Kern County Electrical Workers' Health & Welfare Trust, and Board of Trustees of the Kern County Electrical Journeyman & Apprenticeship Training Trust and Defendant Atkins Specialty Services, Inc., have agreed to settle the lawsuit captioned BOARD OF TRUSTEES OF THE KERN COUNTY ELECTRICAL PENSION FUND, BOARD OF TRUSTEES OF THE KERN COUNTY ELECTRICAL WORKERS HEALTH & WELFARE TRUST, AND BOARD OF TRUSTEES OF THE KERN COUNTY ELECTRICAL JOURNEYMAN & APPRENTICESHIP TRAINING TRUST, Plaintiffs, v. ATKINS SPECIALTY SERVICES, INC. Defendant, Civil Case No. 1:16-CV-01925-LJO-SKO (E.D. Cal.), on the terms set forth in this Stipulated Judgment. The Parties agree that they do not want to go to trial and instead agree to the Stipulation in settlement of the issues in this matter. On or about Dec. 23, 2016, a civil Complaint was filed against the Defendant, alleging that Defendant owed a certain sum of money to Plaintiffs for contractually obligated delinquent fringe benefit contributions. Defendant wanted to settle the instant matter as well as dismiss the Bankruptcy matter to avoid incurring further professional fees and costs. In consideration thereof, Defendant has offered to settle both matters in full for the total sum of $153,526.31 which includes contributions, liquidated damages and interest. The Parties agree that a judgment shall be entered in the sum of $153,526.31 against Defendant. Judge Lawrence J. O'Neill of the U.S. District Court Eastern District of California orders that an initial payment of $5,000 shall be made to Plaintiffs on or before the third business day after the Effective Date of this Stipulated Judgment. The remainder shall be paid to Plaintiffs over a 72-month period with each periodic payment being made on or before the tenth of each month in the sum of $2,072.74, commencing July 10, 2017. The final payment shall be in the amount of $1,361.77 on June 10, 2023. Defendant shall have the right to cure any default under this Stipulation within 14 days of Plaintiffs' notice of default to Defendant. So long as Defendant makes timely payments to Plaintiffs as required by this Stipulated Judgment, Plaintiffs may not engage in any other methods of enforcing the judgment not described by above. Should Defendant fail to make any payment in the time and manner specified, the total remaining sum of the judgment shall become immediately due and payable. Upon such default, Plaintiffs are authorized to enter a Revised Final Judgment in their favor, if such default continues after ten days written notice to the defaulting party by regular mail for the amount due as demanded, less any sums paid on account, plus accrued interest in the amount of 10% per annum. The Effective Date of this Stipulation is the date that an order dismissing Defendant's Chapter 11 Case becomes a final order. Defendants shall use commercially reasonable efforts to cause the Chapter 11 Case to be dismissed as soon as reasonably practical. A full-text copy of Judge O'Neill's Stipulated Judgment and Order is available at https://is.gd/Uybo63 from Leagle.com. Board of Trustees of the Kern County Workers' Electrical Pension Fund, Plaintiff, represented by Tiffany Dawn Lena -- tiffany.lena@att.net -- The Law Office Of Tiffany Lena. Board of Trustees of the Kern County Workers' Electrical Workers Health & Welfare Trust, Plaintiff, represented by Tiffany Dawn Lena, The Law Office Of Tiffany Lena. Board of Trustees of the Kern County Electrical Journeyman & Apprenticeship Training Trust, Plaintiff, represented by Tiffany Dawn Lena, The Law Office Of Tiffany Lena. About Atkins Specialty Services Atkins Specialty Services, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-10337) on January 31, 2017. The petition was signed by Jeffrey G. Atkins, chief executive officer. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The case is assigned to Judge Fredrick E. Clement. The Debtor is represented by Jacob L. Eaton, Esq., at Klein, DeNatale, Goldner, Cooper Rosenlieb & Kimball, LLP. ATLANTIC & PACIFIC: $134K Sale of 3 Gas Stations to Getty Okayed ---------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the private sale by The Great Atlantic & Pacific Tea Co., Inc. and affiliates of their gas stations located at (i) 669 Somerset Street, Somerset, New Jersey for $34,388; (ii) 639 Rt. 17 South, Paramus, New Jersey for $74,653; and (iii) 630 Lincoln Highway, Fairless Hills, Pennsylvania to Getty Leasing, Inc. for $25,301. The sale is free and clear of all Claims, with all Claims to attach to the net proceeds of the Sale Transaction. On the Closing Date, the order will be considered and constitute for any and all purposes a full and complete general assignment, conveyance and transfer of the Acquired Assets acquired under the Purchase Agreement or a bill of sale or assignment transferring good and marketable, indefeasible title and interest in all of the Acquired Assets to the Buyer. Notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d) or 7062 or any applicable provisions of the Local Rules, the Order will not be stayed after the entry hereof, but will be effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and will not apply. Time is of the essence in closing the Sale Transaction and the Debtors and the Buyer intend to close the Sale Transaction as soon as practicable. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Great_Atlantic_3721_Order.pdf About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing joint administration of the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates under Lead Case No. 15-23007. B & B METALS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of B & B Metals, Inc. as of July 26, according to a court docket. About B & B Metals B & B Metals, Inc., sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-80859) on June 9, 2017. The petition was signed by Larry Beam, President. The Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped Justin Raver, Esq., at Barash & Everett, LLC, as counsel. BAVARIA YACHTS: Sale or Abandonment of Office Goods Approved ------------------------------------------------------------ Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Bavaria Yachts USA, LLLP, to (i) sell all the office furniture, equipment, signage and decor ("Office Goods") it previously used in the operation of its business in its various locations; to wit the offices in Atlanta, Georgia, Connecticut and Maryland, to any interested party for any price exceeding $100 on any Lot; or (ii) alternatively, abandon the Office Goods if it cannot find them a buyer. Any sale of the Personal Property sold is sold free and clear of liens, claims, encumbrances, and interests with respect to the purchaser. The Debtor will report in the Monthly Operating Report each sale of the Property or if not sold, that the Property was abandoned. The requirements set forth in Bankruptcy Rule 6004 are satisfied by the contents of the Motion or otherwise deemed waived. The terms of the Order will be effective and enforceable immediately upon its entry. About Bavaria Yachts USA Bavaria Yachts USA, LLLP, is a Georgia limited liability limited partnership which is in the business of buying and selling new and used Bavaria boats. Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-68583) on Oct. 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor tapped Louis G. McBryan, Esq., of McBryan LLC, to serve as legal counsel in connection with its Chapter 11 case. The Debtor hired Alexander Dombrowsky, Esq., at Robert Allen Law, as its special counsel; and Mark M. Chase and Chase CPA, LLC, as its accountants. An official committee of unsecured creditors has not been appointed in the case. BELLE MERE: Trespassed Property Owned by Spencer, et al., Ct. Finds ------------------------------------------------------------------- Judge I. Scott Coogler of the U.S. District Court for the Northern District of Alabama denied Che' D. Williamson's motion to dismiss the complaint filed against him and others by plaintiffs Beverly Spencer, C.B.S. Properties, LLC, and B&V Wrecker Service, Inc. Spencer, C.B.S. and B&V filed an action against Defendants Jonathan Benison, in his individual capacity and in his official capacity as Sheriff of Greene County; D.R.E.A.M., Inc.; Belle Mere Properties, LLC; Accuity Capital Group, LLC; Bernard Gomez; and Williamson, alleging claims under 42 U.S.C. section 1983 and state law. All claims relate to a property dispute between Plaintiffs and the non-governmental Defendants. Williamson's filed a motion to dismiss. Williamson, Belle Mere's manager, negotiated on behalf of Belle Mere to purchase Plaintiffs' land in Greene County, Alabama, on April 1, 2011. Belle Mere then leased this property to Accuity, another entity managed by Williamson, and Accuity permitted DREAM to operate a bingo gambling facility on the property. Over the next several years, Plaintiffs were involved in a series of disputes with Belle Mere, Accuity, and DREAM related to the property line between the land Plaintiffs continued to own and the land sold to Belle Mere in April 2011. The boundary disputes were the subject of several lawsuits filed by both Plaintiffs and Defendants. The bankruptcy court adjudicating Belle Mere's Chapter 11 bankruptcy petition made a final determination of the property line in an order dated May 20, 2014. Plaintiffs allege that despite this, Williamson, Gomez, Belle Mere, Accuity, and DREAM crossed the boundary line to construct a road and trespassed on Plaintiffs' land. The Plaintiffs allege that Williamson was personally involved in the trespass on their property and the conspiracy with Benison. While many, if not all, of the allegations in the complaint are generally applicable to all Defendants, Plaintiffs list Williamson by name and allege, among other facts, that she "trespassed on to Plaintiffs' land with bulldozers" and "started building [a] road" on Plaintiffs' property. Although the evidence may reveal that Williamson did not personally engage in these acts, this Court is required to accept the complaint's allegations as true in ruling on the present motion, and any dispute of material fact are grounds for denying judgment on the pleadings. Accordingly, the issue of Williamson's "knowing[] participat[ion]" in the acts alleged in the complaint is more appropriately decided after the close of discovery in a motion for summary judgment or at trial. Williamson's motion to dismiss is denied on this basis. Plaintiffs further allege that the non-governmental Defendants operated a bingo gambling facility on the land Plaintiffs sold to Belle Mere and that Defendants crossed the property line to construct a road leading to the bingo facility. According to Plaintiffs, Benison "sided with Defendants on all disputes that arose from" the alleged trespass to build the road because he "received funds from Defendants as long as Defendants were operating the bingo hall." He also allegedly referred to the bingo hall's customers as "his customers." At this stage, these facts are sufficient to suggest the existence of a conspiracy, and Williamson's motion to dismiss is denied on this basis. However, this ruling does not preclude Defendants from arguing at a later point in the proceedings when the facts are more fully developed that no understanding was reached or that no conspiracy existed, nor does it prevent Williamson from contending that she was not personally involved in any conspiracy to violate Plaintiffs' rights. The district court case is BEVERLY SPENCER, Plaintiff, v. JONATHAN BENISON, et al., Defendants, No. 7:16-cv-01334-LSC (N.D. Al.). A full-text copy of Judge Coogler's Memorandum of Opinion and Order is available at https://is.gd/JTpKFl from Leagle.com. Beverly Spencer, Plaintiff, represented by Bobby H. Cockrell, Jr., COCKRELL & COCKRELL. C.B.S. Properties LLC, Plaintiff, represented by Bobby H. Cockrell, Jr., COCKRELL & COCKRELL. B & V Wrecker Service Inc, Plaintiff, represented by Bobby H. Cockrell, Jr., COCKRELL & COCKRELL. Sheriff Jonathan Benison, Defendant, represented by Kendrick E. Webb -- kwebb@webbeley.com -- WEBB & ELEY PC & J. Randall McNeill -- rmcneill@webbeley.com -- WEBB & ELY PC. Dream Inc, Defendant, represented by E. Kenneth Aycock, Jr., E. KENNETH AYCOCK PC & Mark A. Scogin, ESPY NETTLES SCOGIN & BRANTLEY PC. Belle Mere Properties LLC, Defendant, represented by E. Kenneth Aycock, Jr., E. KENNETH AYCOCK PC & Mark A. Scogin, ESPY NETTLES SCOGIN & BRANTLEY PC. Accuity Capital Group LLC, Defendant, represented by E. Kenneth Aycock, Jr., E. KENNETH AYCOCK PC & Mark A. Scogin, ESPY NETTLES SCOGIN & BRANTLEY PC. Bernard Gomez, Defendant, represented by E. Kenneth Aycock, Jr., E. KENNETH AYCOCK PC & Mark A. Scogin, ESPY NETTLES SCOGIN & BRANTLEY PC. Che D Williamson, Defendant, represented by Mark A. Scogin, ESPY NETTLES SCOGIN & BRANTLEY PC. Belle Mere Properties, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 12-70782) on April 17, 2012, listing under $1 million in both assets and debts. It is represented by: Herbert M. Newell, III, Esq., at Newell & Associates LLC. BICOM NY: Sets Bidding Procedures for All Assets ------------------------------------------------ BICOM NY, LLC, ISCOM NY, LLC, and Bay Ridge Automotive Co., LLC ("BRAC"), ask the U.S. Bankruptcy Court for the Southern District of New York to authorize the bidding procedures in connection with the sale by auction of substantially all of their tangible and intangible assets in one or more lots. BICOM owns and operates a "dual" Jaguar/Land Rover vehicle franchise ("J/LR Dealership"), pursuant to the J/LR Franchise Agreements by and between BICOM and Jaguar Land Rover North America, LLC, the manufacturer. The J/LR Dealership, as of the Petition Date, operates under the names "Land Rover Manhattan," "Jaguar Manhattan," and "Jaguar Land Rover Manhattan" pursuant to the Georgetown Lease with Georgetown Eleventh Avenue Owners, LLC. On June 28, 2017, BICOM received a notice of termination from J/LR of the J/LR Franchise Agreements, effective July 14, 2017. On June 30, 2017, BICOM received a notice of termination of the J/LR Facility Lease from Georgetown, effective July 11, 2017. ISCOM owns and operates a Maserati vehicle franchise ("Maserati Dealership"), pursuant to the Maserati Franchise Agreement by and between ISCOM and Maserati North America, Inc. The sole member of ISCOM is BNF Partners. BRAC owns and operates a Ford vehicle franchise ("Ford Dealership"), pursuant to the Ford Franchise Agreement by and between BRAC and Ford Motor Co., the manufacturer. Boyko, Nilva and Flom are the members of BRAC. As of Dec. 11, 2015, the Debtors and Chase entered into, among other agreements, a line of credit, in the original principal amount of $82,000,000 and related agreements ("Floorplan Agreement"), pursuant to which the Debtors requested that Chase finance the purchase by the Debtors of new and used vehicles from manufacturers and distributors ("Advances"). In 2016 and 2017, due to a series of defaults by the Debtors under the Floorplan Agreement, the Debtors and Chase entered into a series of forbearance agreements and other modifications to their relationship under the Floorplan Agreement. In one of these modifications, in an effort to fund the Debtors' efforts to restructure their affairs, Chase agreed to enter into a working capital agreement with the Debtors for a maximum amount up to $5,000,000 ("Working Capital Loan"). On May 4, 2017, Chase notified the Debtor that it (i) would no longer make Advances; (ii) declared immediately due and payable the sums owed under the Floorplan Agreement, equal to approximately $57 million; and (iii) declared immediately due and payable the sum owed under the Working Capital Loan, equal to approximately $2 million. On May 9, 2017, Chase commenced an action in the Supreme Court for the State of New York, County of New York seeking to: (i) seize the vehicles, parts and all of Chase's Collateral owned by the Dealerships; and (ii) restrain the Debtors from removing or selling any of the Collateral. On May 10, 2017, the Supreme Court entered a Temporary Restraining Order prohibiting the Debtors from selling or transferring any of the Collateral. For the reasons set forth in the State Court Action, Chase informed the Debtors that: (i) it would not finance the sales of any vehicles owned by the Debtors; and (ii) would not finance the purchase of any new vehicles. Subsequent to May 9, 2017, the Debtors began soliciting offers for the Dealerships. Their efforts ran a parallel track: the Debtors through their principals, contacted other J/LR, Maserati and Ford dealers to gauge their level of interest in the Dealerships. At the same time, the Debtors' transaction counsel, Aboyoun & Heller ("A&H"), reached out to its substantial client base of foreign "high-line”" (i.e., Mercedes-Benz, Audi, Lexus, Porsche, Ferrari) dealers in the tri-state area. On June 15, 2017, after weeks of negotiation, the Debtors and Chase entered into a Forbearance Agreement, dated as of June 1, 2017, allowing the Debtors to operate, under certain conditions, until July 17, 2017, if they could secure an agreement ("APA") to sell the Dealerships and provide the APA to Chase by June 23, 2017 ("APA Date"). Upon default under the Forbearance Agreement, Chase has the authority to seize the Collateral on two business days' notice. However, the Debtors lacked both sufficient liquid assets and the ability to generate sufficient revenue from their operations to satisfy the costs of operating the Dealerships in order to consummate the sale of the Assets as contemplated. Therefore, in order to address the imminent termination of the J/LR Franchise Agreements and J/LR Facility Lease, the Debtors sought Chapter 11 relief on the Petition Date. On the Petition Date, Georgetown drew down on the $6 million letter of credit posted for its benefit by Chase to secure rent under the Georgetown Lease. According to the Debtors' Bankruptcy Schedules there are approximately $7 million in priority claims that will be required to be satisfied before distributions can be made to general unsecured creditors: (i) approximately 220 current and former employees of the Debtors are owed approximately $1 million in unpaid wages earned prior to the Petition Date; and (ii) the Debtors owe approximately $6 million in unpaid sales tax to the New York State Department of Taxation and Finance. As a result of their inability to satisfy expenses subsequent to the Petition Date, the Debtors entered into the DIP Financing Facility with Chase on July 15, 2017 under which Chase will only finance their operations through Sept. 29, 2017 ("Loan Termination Date"). As of the Loan Termination Date, it is projected that the Debtors will owe Chase: (i) $2.5 million under the DIP Financing Facility; (ii) $2.3 million with respect to vehicles sold that remained unpaid prior to the Petition Date; (iii) $2 million on account of the Working Capital Loan; (iv) $6.43 million on account of letters of credit posted by Chase on behalf of the Debtors for the benefit of third-party landlords that have been drawn upon; and (v) $47 million secured by the Debtors' vehicle inventory, totaling approximately $60 million. Subsequent to the Petition Date, the Debtors also entered into the Georgetown Stipulation with Georgetown wherein Georgetown agreed to defer rent obligations under the J/LR Facility Lease through Sept. 30, 2017. A hearing to approve the Georgetown Stipulation is scheduled to be heard on July 28, 2017. On the Petition Date, the Debtors also retained Carl Marks Advisory Group ("CMAG") to both assist in the Debtors' operations and in the solicitation of interested parties to purchase the Assets. The Debtors will hold a sale at which any bidder whose bid is deemed to meet all the requirements of the bid requirements, may participate. All qualified bidders will then be invited to an auction for the sale of the Assets. If there are other bids by a qualified bidder at the sale hearing, the Debtors, with Chase's consent, will determine in its reasonable discretion the highest and best bid, or bids, for the Assets. Such highest and best bid will be submitted to the Court for approval at the sale hearing to approve the sale or other disposition of the Assets as set forth in the proposed Sale Order. The Debtors will rely on both the experience of its professionals, CMAG and A&H, to notify all parties-in-interest of the proposed sale of the Assets. In addition, the Debtors will undertake a robust marketing effort during this period. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 8, 2017 at 4:00 p.m. (ET) b. Auction: Sept. 14, 2017 commencing at 9:00 a.m. (ET) at the offices of the Debtors' counsel, Wilk Auslander LLP, 1515 Broadway, 43rd Floor, New York, New York c. Sale Hearing: Sept. 15, 2017 at 10:00 a.m. (ET) d. Closing: Sept. 29, 2017 e. Deposit: 10% of the cash consideration of such Bidder's bid f. Bidding at the Auction for each lot or relevant combinations of lots will begin with the Starting Bid and continue, in one or more rounds of bidding. g. Each Subsequent Bid at the Auction will provide net value to the estate of at least $100,000 over the Starting Bid or the Leading Bid, as applicable, which net value may be in the form of cash or noncash consideration. h. As Is Where Is: Any sale of Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description. i. Free and Clear: Free and clear of all Claims A copy of the Bidding Procedures and APA attached to the Motion is available for free at: http://bankrupt.com/misc/BICOM_NY_78_Sales.pdf As a condition to Chase's consent to the sale of its Collateral free and clear of its liens, the Sale Procedures Order reserves its right, in its capacity as DIP Lender and Prepetition Lender, to credit bid up to the full amount of the DIP Obligations, and, subject to any successful Challenge, to credit bid up to the full amount of the Adequate Protection Obligations and the Prepetition Obligations. Due to the exigent circumstances, the Debtors believe that the 14-day stay of the effective of the order, pursuant to Bankruptcy Rule 6004(h) should be waived. About BICOM and ISCOM NY BICOM NY, LLC, d/b/a Jaguar Land Rover Manhattan -- http://www.landrovermanhattan.com/-- is a dealer of Jaguar and Land Rover cars in New York City. ISCOM NY, LLC, d/ba/ Maserati of Manhattan -- http://www.maseratiofmanhattan.com/-- is a retailer of Maserati cars in New York City. BICOM NY, and ISCOM NY and related entity Bay Ridge Automotive Company, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-11906 to 17-11908) on July 10, 2017. The petitions were signed by Gary B. Flom, manager. BICOM NY disclosed $37.37 million in total assets and $12.17 million in total liabilities as of the bankruptcy filing. ISCOM NY disclosed $4.85 million in total assets and $5.33 million in total liabilities. Eric J. Snyder, Esq., at Wilk Auslander LLP, serves as the Debtors' bankruptcy counsel. BLACK MOUNTAIN GOLF: Exclusive Plan Filing Period Moved to Sept. 30 ------------------------------------------------------------------- The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada extend the exclusive periods during which Black Mountain Golf & Country Club may file and solicit acceptances to its plan of reorganization through September 30, 2017, and confirm its plan through January 31, 2018. The Troubled Company Reporter has previously reported that the Debtor sought for exclusivity extension in order to successfully complete the appraisal of the Founder's 9 Golf Course. The Debtor said the valuation of that property would be essential to the Debtor's drafting a Plan of Reorganization. The Debtor recounted that the Court had entered an Order on June 23, granting the Application for Retention and Payment of Valuation Consultants as Appraiser for the Debtor. About Black Mountain Golf & Country Club Based in Henderson, Nevada, Black Mountain Golf & Country Club is a member-owned golf facility open to the public. The Company is non-profit corporation and a tax-exempt entity. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-11540) on March 30, 2017. The petition was signed by Larry Tindall, president. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. The case is assigned to Judge Bruce T. Beesley. Morris Polich & Purdy LLP is the Debtor's legal counsel. The Debtor employed Coffey & Rader CPA as its accountant and Harper Appraisal, Inc., as appraiser. The Debtor hires Ray Fredericksen of Per4mance Engineering in connection with its efforts to rezone its property. No request has been made for the appointment of a trustee or examiner, and no official committees have been appointed in this Chapter 11 case. BRIGGS DEVELOPMENT: Taps Lee A. Frison as Legal Counsel ------------------------------------------------------- Briggs Development & Property Management LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Lee A. Frison, Jr., P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code; review claims of creditors; and assist in the preparation of a plan of reorganization or liquidation. Lee Frison, Jr., Esq., the attorney who will be handling the case, will charge an hourly fee of $350. Kevin Briggs, the Debtor's president, paid the firm $5,000, plus $1,717 to pay the filing fees prior to the petition date. The firm does not represent any interest adverse to the Debtor or its estate, and is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Lee A. Frison, Jr., Esq. Lee A. Frison, Jr., P.C. Promenade II, Suite 1900 1230 Peachtree Street Atlanta, GA 30309 Phone: (404) 942-4330 Email: lee@frisonlaw.com About Briggs Development & Property Briggs Development & Property Management LLC, a company based in Atlanta, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-59993) on June 5, 2017. Kevin Jerome Briggs, Sr., president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. BRUGNARA PROPERTIES: Taps Ruth Auerbach as Legal Counsel -------------------------------------------------------- Brugnara Properties VI seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Ruth Elin Auerbach, Esq., to, among other things, give legal advice regarding its duties under the Bankruptcy Code; help resolve issues involving creditors; and assist in the preparation and implementation of a bankruptcy plan. David Chandler, Esq., former attorney of the Debtor, transferred to Ms. Auerbach approximately $44,000 of the $50,000 retainer he received prior to the petition date. Ms. Auerbach has agreed to accept it as a retainer, according to court filings. Ms. Auerbach does not hold any interest adverse to the Debtor's estate, according to court filings. Ms. Auerbach maintains an office at: Ruth Elin Auerbach, Esq. 77 Van Ness Avenue, Suite 201 San Francisco, CA 94102 Tel: (415) 673-0560 Fax: (415) 673-0562 Email: attorneyruth@sbcglobal.net About Brugnara Properties VI Brugnara Properties VI, a company San Francisco, California, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-30501) on May 22, 2017. Katherine Brugnara, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $10 million to $50 million. Judge Hannah L. Blumenstiel presides over the case. On Sept. 17, 2010, the Debtor sought bankruptcy protection (Bankr. N.D. Cal. Case No. 10-33637), which case was converted to a Chapter 7 liquidation. The Debtor filed another Chapter 11 case on Dec. 31, 2014 (Bankr. N.D. Cal. Case No. 14-31867), which has been dismissed by a judge. CAROLINA BEER: S&P Affirms 'B-' CCR & Alters Outlook to Negative ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Carolina Beer & Beverage Holdings LLC and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B-' issue level rating on the company's $130 million senior secured notes, which mature in August 2018. The recovery rating remains '4', indicating our expectations for an average (30%-50%; rounded estimate: 40%) in the event of payment default." Adjusted debt as of March 31, 2017, was $206 million. The affirmation with a negative outlook and revised liquidity assessment reflects the risk associated with the looming maturities of its revolver and senior secured notes while acknowledging the company's improved operating performance through the first quarter of 2017. The company faces the maturity of its entire capital structure over the next 12 months with its $25 million revolver maturing in January 2018 and $130 million senior secured notes maturing in August 2018. The company has begun seeking an extension of its revolver, which we expect to be completed in August, and then to address the maturity of the notes. The negative outlook reflects the refinancing risk associated with the upcoming maturities of the $25 million revolver in January 2018 and $130 million senior notes in August 2018. Refinancing risk is exacerbated by the potential loss of a large customer (givin concentration concerns), sharp downturn in the energy drink market, or deteriorating market conditions. The outlook also reflects the expectation that the company will successfully extend its revolver and refinance, or make significant progress toward refinancing its senior secured notes at least six months before the August 2018 maturity. S&P said, "We could lower the rating at least two notches if a refinancing of maturing debt becomes increasingly unlikely because credit markets have tightened or operating performance has unexpectedly deteriorated. Operational underperformance could be the result of the sudden loss of a large customer or sudden decline in the demand for energy drinks as the result of regulation or health concerns. "We would likely revise our outlook to stable if the company successfully completes a refinancing of its maturing debt in advance of the maturity dates while maintaining operational performance." CARRANO AIRCONTRACTING: Hires AJ Santye as Accountant ----------------------------------------------------- Carrano Aircontracting, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ AJ Santye & Co., Inc., as accountant to the Debtor. Carrano Aircontracting requires AJ Santye to: a. prepare tax returns; b. assist in the filing of monthly reports and other required financial documents; and c. assist in the formulation of a plan of reorganization. AJ Santye will be paid at these hourly rates: Partner $300 Senior Staff $150 Staff $110 AJ Santye will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony Greco, member of AJ Santye & Co., Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. AJ Santye can be reached at: Anthony Greco AJ SANTYE & CO., INC. 36 E Main St. Somerville, NJ 08876 Tel: (908) 704-1400 About Carrano Aircontracting, Inc. Carrano Aircontracting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-22252) on June 15, 2017. Steven Carrano, its president, signed the petition. At the time of the filing, the Debtor disclosed $43,600 in assets and $1.81 million in liabilities. Judge Michael B. Kaplan presides over the case. CHARLES E. WALKER: Court Denies Bid to Stay Chapter 11 Case ----------------------------------------------------------- Debtor Charles E. Walker filed a Motion for Withdrawal of Reference on June 28, 2017. On July 11, 2017, the Chapter 11 Trustee of the Debtor's estate, John C. McLemore, filed his objection to the Debtor's Motion for Withdrawal of Reference. The Debtor also filed an Emergency Motion for a Stay of the Bankruptcy Proceedings on July 21, 2017. The Debtor seeks an order from the Court staying the proceedings in the Debtor's Chapter 11 bankruptcy action pending the Court's decision on the Debtor's Motion for Withdrawal of Reference. The Trustee has likewise filed an objection to the Debtor's Motion for a Stay. Judge Gershwin A. Drain of the U.S. District Court for the Middle District of Tennessee denied Walker's motion to withdraw the order of reference and his emergency motion for stay. The Debtor argues that withdrawal of the bankruptcy reference is mandatory under 28 U.S.C. section 157(d) because the Debtor raised constitutional challenges in his objections to the Trustee's reorganization plan. Conversely, the Trustee argues that Debtor has failed in his burden demonstrating that withdrawal of the reference is mandatory under 28 U.S.C. section 157(d). The Court agrees with the Trustee. In order to invoke the mandatory provision of 28 U.S.C. section 157(d), the Debtor must show that "significant interpretation of the non-Code statute" or the U.S. Constitution is required. Here, the Debtor has failed in his burden demonstrating that the current proceedings before the Bankruptcy Court cannot be resolved without "substantial and material consideration" of the constitutional issues Debtor claims are implicated by his Chapter 11 case. Nor is the Court convinced that resolution of Debtor's constitutional challenges will require more than application of well-settled or hornbook non-bankruptcy law. While the Debtor has not moved for permissive withdrawal under 28 U.S.C. section 157(d), the Court notes that permissive withdrawal is also inappropriate. The dispute concerns confirmation of the Trustee's plan, which is a core proceeding pursuant to 28 U.S.C. section 157(b)(2)(L). The other factors this Court must consider do not support permissive withdrawal. The Court finds that withdrawal of the reference will thwart the efficient administration of the Debtor's estate and cause further undue delay. Accordingly, permissive withdrawal is not appropriate under the circumstances. Because the Court finds that withdrawal of the reference is unwarranted, the Debtor's Motion for a Stay of the Bankruptcy Proceedings will be denied as moot. This action is, thus, dismissed. The district court case is CHARLES E. WALKER, Chapter 11, Plaintiff, v. JOHN C. McLEMORE, Defendant, Case Nos. 3:16-bk-03304, 3:17-cv-00980 (M.D. Tenn.). A full-text copy of Judge Drain's Opinion and Order is available at https://is.gd/TMOp20 from Leagle.com. Charles E. Walker, Plaintiff, represented by Charles E. Walker, Woodbine Legal. Charles E. Walker, Plaintiff, represented by Jamaal L. Boykin -- jboykin@mansonjohnsonlaw.com -- Manson Johnson Conner, PLLC. John C. McLemore, Defendant, represented by Phillip G. Young, Jr. -- phillip@thompsonburton.com -- Thompson Burton PLLC. Family Trust Services LLC, Respondent, represented by Paul J. Krog – pkrog@leader.bulso.com -- Leader, Bulso & Nolan, PLC. Mr. John Sherrod, III, Respondent, represented by Paul J. Krog, Leader, Bulso & Nolan, PLC. Mr. Billy Gregory, Respondent, represented by Paul J. Krog, Leader, Bulso & Nolan, PLC. Regal Homes Co., Respondent, represented by Paul J. Krog, Leader, Bulso & Nolan, PLC. Mr. Steven Reigle, Respondent, represented by Paul J. Krog, Leader, Bulso & Nolan, PLC. Charles E. Walker filed for Chapter 11 Bankruptcy Protection (Bankr. W.D. Tenn. Case No. 16-10413) on Feb. 29, 2016. CHARLES WALKER: Trustee Selling Lago Vista Property for $1.3M ------------------------------------------------------------- John C. McLemore, the Trustee in the Chapter 11 case of Charles E. Walker, asks the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize him to sell the 5.9 acres of unimproved real property in Travis County, Texas, commonly known as 5619 Lakeshore Drive, Lago Vista, Texas, to AJSB, LLC and/or Assigns for $1,310,000. One of the remaining assets the Plan Trustee is obliged to liquidate is the Property. He sought and obtained authority to employ Jordan Johnson of McAllister & Associates as the Plan Trustee's real estate broker to assist him in the liquidation of various real property assets in Burnet and Travis Counties, Texas, including this asset. Mr. Johnson procured a contract to sell the Property to the Buyer for $1,310,000. The Trustee proposes to pay the broker's commission and other expenses of sale from the sales proceeds at closing. The sale should be free and clear of any and all liens, claims, security interests and encumbrances, except year 2017 ad valorem tax liens, with all of those matters, except year 2017 ad valorem tax liens, to attach to the sales proceeds. The sale is subject to year 2017 ad valorem tax liens which will be prorated between the seller and the purchaser at closing. The Plan Trustee believes that the only remaining unpaid creditor in this ease is First State Bank Central Texas. He also believes that First State Bank Central Texas holds either deed of trust or abstract of judgment liens or both against the subject property. The Trustee does not yet know whether the proposed sale will create a federal income tax liability. He may have to reserve some of the net sales proceeds in order to pay estimated federal income taxes for a possible capital gain. A copy of the contract attached to the Motion is available for free at: http://bankrupt.com/misc/Charles_Lucas_379_Sales.pdf The Trustee asks the Court to terminate the stay of Federal Rule of Bankruptcy Procedure 6004(h). The Purchaser can be reached at: AJSB, LLC P.O. Box 161733 Austin, TX 78715 Charles E. Walker sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 16-10413) on Feb. 29, 2016. Judge Ronald S. Mashburn is the case judge. John C. McLemore was appointed as Chapter 11 trustee for the Debtor's estate. The Trustee employed Jordan Johnson of McAllister & Associates as real estate broker. CHINA FISHERY: In Talks With Creditors, Hopes to Reach Consensus ---------------------------------------------------------------- China Fishery Group Limited said it is presently in talks with creditors to reach consensus on a Chapter 11 plan that's set to be filed by Sept. 29, 2017. As of July 28, 2017, though the Company has not entered into any binding agreement with any party for financial restructuring of the Company and its subsidiaries. The board of directors of China Fishery wishes to provide an update on Chapter 11 proceedings currently before the U.S. Bankruptcy Court in the Southern District of New York, in addition to the steps taken by the Company to progress a comprehensive and consensual restructuring. On June 8, 2017, pursuant to the Company's Chapter 11 filings, the N.Y. Court granted an order extending until Nov. 1, 2017 the period during which the Company has the exclusive right to file with the NY Court a plan of reorganization. In granting the order, the NY Court required that the Chapter 11 debtors meet the obligations set down in an exclusivity protocol, which lays out a time line for key milestones leading up to the filing of a disclosure statement and Chapter 11 plan on Sept. 29, 2017. The Company has successfully complied with that time-line. One of the milestones in the exclusivity protocol was to provide to certain lenders before the NY Court, subject to non-disclosure requirements, a report prepared by RSM Corporate Advisory (Hong Kong) Limited ("RSM") regarding its forensic review no later than June 15, 2017. In accordance with the protocol, a draft interim forensic report was delivered by RSM to the Independent Review Committees of Pacific Andes International Holdings and Pacific Andes Resources Development on June 15, 2017, subject to strict confidentiality agreement. The report delivered was very much an interim draft and RSM's forensic review continues to be ongoing. As the review is being conducted independently, the timing of its completion is not within the control of the Company. An announcement of the findings of RSM's review will be made following its completion. Under the Exclusivity Order, the Company and other Chapter 11 debtors across the broader Pacific Andes Group are required to develop and file a Chapter 11 plan. In order to take that process forward, group and individual meetings were convened by the Company, its New York counsel and financial advisor during the week commencing June 26, 2017, in order to provide economic restructuring proposals to those creditors bound by confidentiality agreement. The key purpose was to obtain feedback from creditors that could help shape the restructuring plan. Importantly, in the course of the meetings, emphasis was given to the fact that the plan being developed by the Company is complementary to, and in no way competitive with, the process being undertaken by the Chapter 11 trustee. The Company's objective in making the Chapter 11 filings has always been to maximize economic return to all creditors, and that remains the focus of the restructuring planning in accordance with the exclusivity protocol, term sheets were distributed on July 15, 2017, to creditors which are before the NY Court and bound by confidentiality. The term sheets outline the principal terms of a proposed financial restructuring of the debtors under a joint Chapter 11 plan. The intention is that the term sheets be the focus of negotiations with creditors to develop as much consensus as possible in advance of the debtors' deadline under the Exclusivity Order to file the restructuring plan by Sept. 29, 2017. Further meetings with creditors have been held, and will continue to be held to gain feedback on the term sheets and carry forward the process of restructuring plan development. As of July 28, 2017, the Company has not entered into any binding agreement with any party with respect to the financial restructuring of the Company and its subsidiaries. On 24 July 2017, the Singapore High Court (the "Court") heard an ex parte application that the appointment of William A. Brandt, Jr (the "Chapter 11 Trustee"), as Chapter 11 trustee of CFG Peru Investments Pte. Ltd. ("CFG Peru Singapore") be recognized in Singapore. The Court granted the recognition and held that the Chapter 11 Trustee shall have the like powers in relation to the property and assets of CFG Peru Singapore located in Singapore (and the proceeds thereof) as he would have under the US Bankruptcy Code, provided that such powers are available to a judicial manager appointed under the Companies Act (Chapter 50 of Singapore). The Court also held that the Chapter 11 Trustee be recognized as the foreign representative of CFG Peru Singapore and be entrusted with the administration and realization of all or any part of the property and assets of CFG Peru Singapore located in Singapore. In addition, the Court ordered that, for so long as the CFG Peru Singapore Chapter 11 proceedings (including any extensions thereto) are in force, except with the consent of the Chapter 11 Trustee, or with the leave of the Court and (where the Court gives leave) subject to such terms as the Court may impose: (1) no receiver, manager, receiver and manager, judicial manager, or administrative receiver of all or any of the CFG Peru Singapore's property, assets or undertakings shall be appointed; (2) no actions or proceedings (whether in rem or in personam or otherwise), including winding up proceedings or arbitration, and no arrest, attachment, sequestration, seizure, detention, enforcement, execution or other legal process shall be commenced or continued and no distress may be levied against the CFG Peru Singapore or its property, assets and undertakings; and (3) no steps will be taken to enforce security over the CFG Peru Singapore's property or assets or to repossess any goods under any hire-purchase agreement, chattels leasing agreement or retention of title agreement. The Company will make further announcements as material developments arise. By Order of the Board Ng Puay Yee (Jessie) Executive Director and Chief Executive Officer. 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 debt 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. CHRESTOTES INC: Hires Meridian Professional as Appraiser -------------------------------------------------------- Chrestotes, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Meridian Professional Real Estate Appraising & Consulting, Inc., as appraiser to the Debtor. Chrestotes, Inc. requires Meridian Professional to appraise the Debtor's three residential rental properties: a. 779 Arbolado Drive, Fullerton, CA 92835; b. 820 Mesita Place, Fullerton, CA 92835; and c. 830 Arbolado Drive, Fullerton, CA 92835. Meridian Professional will be paid a flat fee of $2,000. Stephen D. Smith, principal of Meridian Professional Real Estate Appraising & Consulting, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Meridian Professional can be reached at: Stephen D. Smith MERIDIAN PROFESSIONAL REAL ESTATE APPRAISING & CONSULTING, INC. 515 S. Flower Street, Suite 3600 Los Angeles, CA 90071 Tel: (213) 236-3669 Fax: (213) 232-3256 About Chrestotes, Inc. Chrestotes, Inc., based in Fullerton, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-12660) on July 1, 2017. The Hon. Scott C Clarkson presides over the case. David A Tilem, Esq., at the Law Offices of David A Tilem, serves as bankruptcy counsel. In its petition, the Debtor estimated $3.12 million in assets and $4.92 million in liabilities. The petition was signed by Dolly Valdivia, secretary. CONDO 64: Can Continue Using Cash Collateral Through Sept. 22 ------------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District Connecticut has signed a 14th order authorizing Condo 64, LLC, to use American Eagle Financial Credit Union's cash collateral in the ordinary course of its business up to the maximum amount of $104,438 for a period of 60 days commencing July 24, 2017 and continuing through September 22, 2017. A final hearing on the Debtor's use of cash collateral will be held on September 14, 2017, at 12:00 p.m. On the Petition Date, American Eagle Financial asserts the outstanding principal balance was $2,489,101 with accrued interest of $276,423, secured by a first priority mortgage and assignment of rents on the Property and a security interest in all of the Debtor's personality. As adequate protection to American Eagle Financial for the Debtor's use of cash collateral and for any diminution in the Collateral, American Eagle Financial is granted the following: (a) a continuing postpetition lien and security interest in all prepetition property of the Debtor as it existed on the Petition Date, of the same type against which American Eagle Financial held validly protected liens and security interests as of the Petition Date; and (b) a continuing postpetition lien in all property acquired by the Debtor after the Petition Date. The Replacement Liens will maintain the same priority, validity and enforceability as American Eagle Financial's liens on the initial collateral and will be recognized only to the extent of any diminution in the value of the collateral resulting from the use of cash collateral pursuant to the court order. (c) the Debtor will pay to American Eagle Financial the sum of $7,500 for the month of June, which payment will satisfy the Debtor's obligation under Section 362(d)(3)(B) of the Bankruptcy Code during the cash collateral usage period. (d) the Debtor agrees to produce a commitment letter by October 1, 2017, for refinancing a portion of the secured debt of American Eagle. In the event the Debtor has not produced a commitment letter by October 1, 2017, then the Debtor's right to use cash collateral will be automatically terminated as of October 1, 2017, and be subject to further order of the Court, with the Debtor and American Eagle reserving all rights to seek relief before the Court. A full-text copy of the Fourteenth Order, dated July 25, 2017, is available at https://is.gd/ISO1mz About Condo 64 LLC Condo 64, LLC, a single asset real estate under 11 U.S.C. Sec. 101(51B), is the owner of 67 of the 112 condominium units and the leases and rents in connection therewith at the location known as 505-509 Burnside Avenue, East Hartford, Connecticut. Condo 64 filed a Chapter 11 petition (Bankr. D. Conn. Case No. 15-21797) on Oct. 16, 2015. The petition was signed by Oliver C. Pinkard, managing member. The case is assigned to Judge Ann M. Nevins. The Debtor disclosed total assets at $4.6 million and total liabilities at $3.1 million at the time of the filing. The Debtor engaged Kaitlin M. Humble, Esq. and Craig I. Lifland, Esq., at Halloran & Sage LLP, as bankruptcy counsel. The Debtor also tapped Peter Kulas and Tomasetti Kulas & Company, P.C., as accountant. No trustee, examiner or creditors' committee has been appointed in the case. CONOVER ROAD: Hires Robert C. Nisenson as Attorney -------------------------------------------------- Conover Road, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Robert C. Nisenson, LLC, as attorney to the Debtor. Conover Road requires Conover Road to represent the Debtor in the Chapter 11 bankruptcy proceeding. Conover Road will pay the firm at the hourly rate of $300. The Firm will be paid a retainer of $4,000, and $1,717 filing fee. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Nisenson, member of Robert C. Nisenson, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm can be reached at: Robert C. Nisenson, Esq. ROBERT C. NISENSON, LLC 10 Auer Court East Brusnwick, NJ 08816 Tel: (732) 238- 8777 About Conover Road, LLC Conover Road, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-21402) on June 1, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert C. Nisenson, Esq., at Robert C. Nisenson, LLC. CONTAINER STORE: Moody's Affirms B2 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed The Container Store Group, Inc.'s B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR), and SGL-3 Speculative Grade Liquidity Rating following the announced amendment and maturity extension of The Container Store, Inc.'s ("Container Store") senior secured term loan B. Moody's also assigned a B2 instrument rating to the amended term loan B as well as an SGL-3 Speculative Grade Liquidity Rating at The Container Store, Inc. At the same time, Moody's reinstated the B2 CFR and B2-PDR at The Container Store, Inc. The outlook is stable. Subsequent to this rating action Moody's will withdraw all corporate level ratings at The Container Store Group, Inc. The proposed transaction is leverage neutral and will extend the maturity on the company's term loan B to 2021 from April 2019, which is credit positive. However, it is expected to come with significantly higher pricing on the term loan that will result in an additional $12 million of annual cash interest expense for the company which will weigh on interest coverage and liquidity. The term loan will also include a total net leverage test and the company will look to extend the maturity on its ABL facility to August 2022 (or 90 days prior to the term loan maturity) from October 2020. "The affirmation of the B2 CFR reflects the company's modest leverage and Moody's expectation that earnings growth and manageable capital spending will be more than sufficient to support the incremental cash interest associated with the amended facility," said Moody's Assistant Vice President and lead analyst Dan Altieri. Lease adjusted debt to EBITDA pro-forma for the proposed transaction will remain solid for the rating category at 4.6x for the year ended April 1, 2017. However, Moody's adjusted pro-forma interest coverage (EBIT/Interest Expense) will be weak for the rating category and drop to around 1.2 times (from 1.6 times) after factoring in the additional interest. In addition, the incremental cash interest will somewhat offset cost savings initiatives and moderate levels of capex anticipated at the company. Moody's expects interest coverage will improve over the next 12-24 months back to the mid-1 times range with modestly positive free cash flow over the period. Moody's took the following rating actions: Issuer: The Container Store, Inc. Corporate Family Rating, Reinstated at B2 Probability of Default Rating, Reinstated at B2-PD New $316 Million Senior Secured Term Loan B due 2021, Assigned at B2 (LGD3) Speculative Grade Liquidity Rating, Assigned at SGL-3 Outlook, Maintained at Stable Moody's affirmed the following ratings and they will subsequently be withdrawn: Issuer: The Container Store Group, Inc. Corporate Family Rating, Affirmed at B2 Probability of Default Rating, Affirmed at B2-PD Speculative Grade Liquidity Rating, Affirmed at SGL-3 Outlook, Maintained at Stable The rating on the existing senior secured term loan B due 2019 is unchanged and will be withdrawn upon close of the proposed transaction. RATINGS RATIONALE Container Store's B2 CFR reflects the company's moderately high lease adjusted leverage and weak interest coverage, as well as its small scale and limited product focus relative to other global retailers. The rating also reflects the discretionary nature of its product offering, which increases susceptibility to changes in consumer spending habits. The rating is supported by the company's recognized brand name and solid market position in the narrowly defined "storage and organization" category of specialty retail, as well as its demonstrated ability to maintain solid gross profit margins through economic cycles. The company benefits from a sizeable offering of exclusive/proprietary products, a highly trained sales force, and a more affluent customer base. Container Store's liquidity is adequate, as reflected by Moody's SGL-3 liquidity rating. Moody's anticipates that balance sheet cash, modestly positive free cash flow, and availability under the company's $100 million US asset based revolver due 2022 (after maturity extension) and approximately $16.3 million under a Swedish revolver (both unrated by Moody's) will be sufficient to cover capital spending and debt amortization over the next 12-18 months. The term loan is expected to contain a total net leverage test set at 5 times. Moody's expects the company will maintain sufficient cushion under this test. The revolving credit facility has a springing fixed charge ratio test of 1.0 times which applies only if excess availability falls below $10 million. Moody's does not expects revolver availability to approach these levels during the next twelve months, but anticipate sufficient cushion if it were tested. As of April 1, 2017 the facility was undrawn, but Moody's anticipates modest reliance on the facility going forward to fund seasonal working capital needs. The company's Swedish credit facility is subject to a minimum equity test and maximum net debt to EBITDA test with which the company was in compliance with as of April 1, 2017. Alternative sources of liquidity are limited, since substantially all of the company's assets are pledged to its credit facilities. The stable outlook reflects Moody's expectations for modest improvement in credit metrics over next 12-24 months, with revenue and earnings growth coming largely from new store openings, continued benefits from the 2016 SG&A cost savings initiative, as well as the implementation of the company's publicly announced 2017 optimization plan. A ratings upgrade would require the company to manage profitable growth while improving its credit metrics such that EBIT/interest is above 2.0 times and debt/EBITDA is sustained below 5.0 times. An upgrade would also require the company to maintain adequate liquidity and a conservative financial policy. The ratings could be downgraded in the event of a deterioration in credit metrics from expected levels, either through weaker operating performance or more aggressive financial policies. A deterioration in liquidity could also lead to a ratings downgrade. Specific metric include debt/EBITDA rising above 6.0 times or interest coverage sustained below 1.25 times. The principal methodology used in these ratings was Retail Industry published in October 2015. The Container Store, Inc., is a retailer of storage and organization products in the United States and Europe. The company operated 86 specialty retail stores in the United States as of April 1, 2017, and operates in Europe through its wholly owned Swedish subsidiary, Elfa International AB (Elfa). Net revenue for the latest twelve month period ended April 1, 2017 was around $820 million. The company is majority owned by Leonard Green & Partners, L.P. (LGP). COUDERT BROTHERS: Arbitration Award Dispute Sent to Dist. Court --------------------------------------------------------------- The Bankruptcy Court for the Southern District of New York filed proposed findings of fact and conclusions of law for review by the District Court for the Southern District of New York. Plaintiff Development Specialists, Inc., in its capacity as Plan Administrator of Coudert Brothers, LLP has moved the Court to confirm an arbitration award pursuant to 9 U.S.C. section 9 in this adversary proceeding captioned COUDERT BROTHERS LLP, Chapter 11, Debtor. DEVELOPMENT SPECIALISTS, INC., in its capacity as Plan Administrator for Coudert Brothers LLP, Plaintiff, v. STEPHEN MONTRAVERS and MONTRAVERS & PARTNERS, Defendants, Adv. Pro. No. 08-01453 (RDD)(Bankr. S.D.N.Y.). Coudert Brothers was an international law firm headquartered in New York which was organized as a New York limited liability partnership as of Oct. 1, 2001. Montravers was a partner in the Debtor. On Sept. 22, 2006, the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. By Order dated August 27, 2008, this Court confirmed the First Amended Plan of Liquidation of Coudert Brothers LLP dated May 9, 2008. Within two weeks after the Effective Date of the Plan, the Plan Administrator commenced adversary proceedings against various Non-Participating Partners, including Montravers. The adversary complaint against Montravers and Montravers & Partners sought breach of contract damages for failure to reimburse or repay Coudert tax payments that Coudert had made on Montravers's behalf and loans/advances that Coudert made to Montravers or paid on his behalf, in the total amount of $22,167.94. On or about Sept. 6, 2013, the Plan Administrator commenced an arbitration against ten foreign partners before the International Centre for Dispute Resolution of the American Arbitration Association including Montravers. The Arbitrator issued her Final Award on Sept. 30, 2015. The Final Award determined that six of the Respondents owed the Plan Administrator US$267,806.53. The Final Award directed that the awards against the six Respondents include a total of 34% of the administrative fees and expenses of the ICDR on a proportionate basis. Montravers has not paid any portion of the Montravers Award and he has not moved to vacate the Montravers Award, after due service. The Plan Administrator has moved for confirmation of the Montravers Award. The Plan Administrator's motion involves both core and non-core matters under 28 U.S.C. section 157. Because a claim for prepetition breach of contract is non-core, the Bankruptcy Court cannot enter a final order or judgment with respect to the breach of contract claim. The arbitration proceedings and the issuance of the Montravers Award were in all respects proper, and therefore the Montravers Award is final and binding. In light of Montravers's failure to participate in this adversary proceeding, to participate in the Arbitration and to pay the Montravers Award, a judgment on the Montravers Award is necessary in order to permit the Plan Administrator to enforce it. Based on the foregoing, the Bankruptcy Court respectfully recommends that the District Court adopt these proposed findings of fact and conclusions of law and grant the Plan Administrator's application to confirm the Montravers Award in the amount of US$38,362.17 and direct the clerk to enter judgment in that amount plus interest thereon from Sept. 30, 2015 at 9% per annum. The bankruptcy case is In re: COUDERT BROTHERS LLP, Chapter 11, Debtor. DEVELOPMENT SPECIALISTS, INC., in its capacity as Plan Administrator for Coudert Brothers LLP, Plaintiff, v. STEPHEN MONTRAVERS and MONTRAVERS & PARTNERS, Defendants, Case No. 06-12226 (RDD), (Bankr. S.D. N.Y). The adversary proceeding is : COUDERT BROTHERS LLP, Chapter 11, Debtor. DEVELOPMENT SPECIALISTS, INC., in its capacity as Plan Administrator for Coudert Brothers LLP, Plaintiff, v. STEPHEN MONTRAVERS and MONTRAVERS & PARTNERS, Defendants, Adv. Pro. No. 08-01453 (RDD), (Bankr. S.D. N.Y). A full-text copy of the Bankruptcy Court's Proposed Findings of Fact and Conclusion of Law is available at https://is.gd/pw7xfk from Leagle.com. Coudert Brothers LLP, Debtor, represented by Joseph Corneau -- jcorneau@klestadt.com -- Klestadt Winters et al., Karen S. Frieman -- kfrieman@sterntannenbaum.com -- Stern Tannenbaum & Bell LLP, John E. Jureller, Jr. -- jjureller@klestadt.com -- Klestadt Winters Jureller Southard & Stevens, LLP, Tracy L. Klestadt – tklestadt@klestadt.com -- Klestadt Winters Jureller Southard & Stevens, LLP, Patrick J. Orr – porr@klestadt.com -- Klestadt & Winters, LLP, Brendan M. Scott – bscott@klestadt.com -- Klestadt Winters Jureller Southard & Stevens, LLP & Sean C. Southard – ssouthard@klestadt.com -- Klestadt Winters Jureller Southard & Stevens, LLP. Kurtzman Carson Consultants LLC, Claims and Noticing Agent, represented by David J. Adler – dadler@mccarter.com -- McCarter & English, LLP. Official Committee Of Unsecured Creditors, Creditor Committee, represented by Brian F. Moore -- bmoore@teamtogut.com -- Togut, Segal & Segal LLP. About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. Coudert has been succeeded by Development Specialists, Inc. in its capacity as Plan Administrator under the confirmed chapter 11 plan. CROSSROADS INVESTORS: Cal. App. Grants Anti-SLAPP Motion -------------------------------------------------------- In the appeals case captioned CROSSROADS INVESTORS, L.P., Plaintiff and Respondent, v. FEDERAL NATIONAL MORTGAGE ASSOCIATION, Defendant and Appellant, No. C072585 (Cal. App.), Defendant Federal National Mortgage Association or Fannie Mae filed an appeal challenging the trial court's denial of defendant's special motion to strike the complaint under Code of Civil Procedure section 425.16, otherwise known as the anti-SLAPP statute. Fannie Mae initiated non-judicial foreclosure proceedings against property owned by plaintiff Crossroads Investors, L.P., but Crossroads filed for bankruptcy protection, staying the proceedings. Its proposed reorganization plan called for selling the property to a third party, who would reinstate the loan but on different material terms less favorable to Fannie Mae. Fannie Mae would not be paid what it was owed in full. Crossroads filed an action against Fannie Mae for wrongful foreclosure, breach of contract, fraud, and other tort and contract causes of action. Fannie Mae filed an anti-SLAPP motion, contending the actions on which Crossroads based its complaint arose from the exercise of its constitutional rights of speech and petition; specifically, statements and omissions made in, or concerning issues under review in, the bankruptcy action. It also argued Crossroads could not establish a prima facie case in support of its claims. The trial court disagreed and denied the motion. In an earlier opinion, the Court of Appeals of California, Third District, affirmed the trial court's order. The Court now reverses the trial court's ruling and directs it to grant the anti-SLAPP motion. Except for claims based on one of Fannie Mae's actions, all of Crossroads' claims arose from Fannie Mae's constitutionally protected actions that were taken as part of, or related to, the bankruptcy action. Further, Crossroads did not establish a prima facie case in support of those claims, as all of its tort claims based on protected activity attacked statements privileged under Civil Code section 47, and its contract claims arising from protected activity were barred as a matter of law. In one of its arguments, Crossroads contends it introduced sufficient evidence to establish a prima facie case that Fannie Mae breached the deed of trust by violating section 2924c, which it did by not providing the amounts required to reinstate and redeem the loan when Crossroads requested them. The Court disagrees, as Crossroads introduced no evidence showing its damage was caused by Fannie Mae's breach. Crossroads also contends that Fannie Mae's refusal to provide the accountings damaged it by preventing it from being able to cure the default or pay off the loan, and thereby subjecting Crossroads to the complete loss of the property. Crossroads also alleges Fannie Mae's actions damaged it by preventing it from being able to sell the property for a price that would have paid Fannie Mae in full and would have provided a substantial return to Crossroads. The Court asserts that there is no evidence Fannie Mae's refusal to provide the accountings proximately caused damage to Crossroads. Crossroads damaged itself. Having suffered no damage from Fannie Mae's failure to respond to the requests for accounting, Crossroads cannot recover on its contract claims based on those omissions. The anti-SLAPP motion should have been granted against them. This matter is remanded and the trial court is directed to enter an order granting the anti-SLAPP motion and striking the allegations relating to, and all claims alleged against Fannie Mae except those which arise from Fannie Mae's alleged breach of an oral agreement to provide notice of the foreclosure sale. Costs on appeal are awarded to Fannie Mae. A full-text copy of the Court's Decision dated July 26, 2017, is available at https://is.gd/cyIHTF from Leagle.com. Buchalter Nemer, Jeffrey S. Wruble, Esq. -- jwruble@buchalter.com, Efrat M. Cogan, Esq. -- ecogan@buchalter.com and Oren Bitan, Esq. -- obitan@buchalter.com for Defendant and Appellant. Law Offices of Melinda Jane Steuer and Melinda Jane Steuer, Esq. for Plaintiff and Respondent. CTI BIOPHARMA: Has $54.8M Est. Financial Standing as of June 30 --------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company reported total estimated and unaudited net financial standing of $54.8 million as of June 30, 2017. The total estimated and unaudited net financial standing of CTI Consolidated Group as of June 30, 2017, was $55.3 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $0.9 million as of June 30, 2017. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $0.9 million as of June 30, 2017. During June 2017, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. As of June 30, 2017, there were no amounts overdue of a financial or tax nature, or amounts overdue to social security institutions or overdue to employees. During the month of June 2017, the Company's common stock, no par value, outstanding increased by 14,605,295 shares. As a result, the number of issued and outstanding shares of Common Stock as of June 30, 2017, was 42,994,481. A full-text copy of the press release is available for free at: https://is.gd/e9Xo1k About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million on $57.40 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $122.6 million on $16.11 million of total revenues for the year ended Dec. 31, 2015. As of March 31, 2017, CTI Biopharma had $44.66 million in total assets, $55.03 million in total liabilities, and a $10.37 million total shareholders' deficit. "We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future. Additionally, we have resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement in October 2016, and we will no longer be eligible to receive cost sharing or milestone payments for pacritinib's development from Baxalta Incorporated and its affiliates, or Baxalta, which is now part of Shire plc. We have incurred a net operating loss every year since our formation. As of March 31, 2017, we had an accumulated deficit of $2.2 billion, and we expect to continue to incur net losses for the foreseeable future. "Our available cash and cash equivalents were $33.3 million as of March 31, 2017. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2017. This raises substantial doubt about our ability to continue as a going concern," the Company stated in its quarterly report for the period ended March 31, 2017. DIAMOND OFFSHORE: Moody's Cuts CFR to Ba3; Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Diamond Offshore Drilling, Inc.'s Corporate Family Rating (CFR) and senior unsecured ratings to Ba3 from Ba2. Diamond's Speculative Grade Liquidity (SGL) Rating remains SGL-2. The rating outlook was changed to negative from stable. "The downgrade of Diamond to Ba3 reflects the diminishing prospects for a meaningful increase in rig dayrates before mid-2019, increasing the risk that the decline in its cash flow and credit metrics will continue through 2019," commented Pete Speer, Moody's Senior Vice President. "The negative outlook highlights the risk for further rating downgrades if a meaningful recovery in dayrates and earnings power continues to slide further into the future because of weak oil prices and ongoing oversupply of deepwater rigs." Downgrades: Issuer: Diamond Offshore Drilling, Inc. -- Probability of Default Rating, Downgraded to Ba3-PD from Ba2- PD -- Corporate Family Rating, Downgraded to Ba3 from Ba2 -- Senior Unsecured Regular Bond/Debentures, Downgraded to Ba3 (LGD 4) from Ba2 (LGD 4) Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: Issuer: Diamond Offshore Drilling, Inc. -- Outlook, Changed To Negative From Stable RATINGS RATIONALE The rating downgrade and negative outlook for Diamond is driven by the continued poor fundamental conditions for the offshore drilling industry, with the company and all of its competitors contending with lower offshore drilling activity and a significant oversupply of rigs. Oil prices must rise significantly from present levels to drive a strong increase in offshore drilling demand that persists long enough to tighten overall supply and demand conditions and lift rig dayrates for new contracts above cash breakeven levels. Diamond's Ba3 CFR is supported by the company's higher contract coverage through mid-2019 and lower debt levels relative to its peers. While Moody's expects Diamond's leverage and cash flow based credit metrics to deteriorate through 2018 driven by the weak outlook for offshore drilling demand, rig dayrates and fleet utilization, the company's credit metrics will likely remain meaningfully stronger than its peer group. The Ba3 rating is also supported by the company's good liquidity, manageable debt maturities, no new rig construction commitments and Loews Corporation's (A3 stable) controlling ownership interest in Diamond. Loews has a track record of supporting its subsidiaries through challenging business conditions, albeit generally on a temporary basis. Diamond's SGL-2 Rating reflects Moody's expectation that the company will maintain good liquidity. At March 31, 2017, the company had $123 million of cash and full borrowing availability on its $1.5 billion committed revolving credit facility. Despite weaker earnings as the backlog rolls off, Moody's expects the company to generate free cash flow in 2017 and 2018 since it has only maintenance capital expenditures to fund. The company has no debt maturities until May 2019 when $500 million of senior notes mature, which the company could repay based on Moody's forecasted free cash flow. The credit facility matures in October 2020, except for $40 million of commitments that mature in March 2019 and $60 million of commitments that mature in October 2019. The credit facility contains a financial maintenance covenant limiting debt to capitalization to 60%. The credit facility has good headroom for future compliance with this covenant through 2018. The negative outlook reflects the risk that a meaningful and sustained offshore deepwater drilling recovery does not occur by the time much of Diamond's contracted backlog rolls off beginning in mid-2019, causing the company's cash flow to fall precipitously. If Debt/EBITDA rises above 6x then the ratings could be downgraded. Debt funded acquisitions, newbuild construction or a material loss of backlog could also result in a ratings downgrade. An upgrade is unlikely given Moody's expectations for rising financial leverage over the next few years. If Debt/EBITDA can be sustained below 5x in 2019 in an improving offshore drilling market, then the ratings could be upgraded. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Diamond Offshore Drilling, Inc. is a global offshore drilling service contractor headquartered in Houston, Texas. DIKA-HOMEWOOD: Sand Capital Awarded $1MM in Postpetition Interest ----------------------------------------------------------------- The case captioned SAND CAPITAL VI LLC, Plaintiff, v. MARSHALL N. DICKLER and LARRY P. KANER, Defendants, No. 16 C 2865 (N.D. Ill.), involves a claim for losses, damages, and costs, including attorneys' fees and post-petition interest, that Plaintiff claims it is due under indemnity and guaranty agreements that were given by Defendants as collateral support for debts owed by two LLCs that were ultimately owned by Defendants. The parties have consented to the jurisdiction of the U.S. Magistrate Judge and have filed cross-motions for summary judgment. Magistrate Judge Mary M. Rowland of the U.S. District Court for the Northern District of Illinois granted summary judgment in favor of Sand Capital. In 2004, Dika-Homewood LLC and Dika-Matteson LLC entered into loans with Wachovia. The loans were evidenced by notes and secured by mortgages encumbering the Properties. The notes were further secured by Indemnity and Guarantee Agreements, which were executed by Defendants. Thereafter, the loans, including the notes, mortgages and Agreements, were assigned from time to time, and in 2015, the loans were assigned to Plaintiff, which became the holder of the notes, mortgages, and Agreements. Each of the Agreements provide that Defendants would be fully liable for the payment of: (a) any debt, obligation, or liability that the Borrowers were relieved of in the course of a bankruptcy case; (b) reasonable costs and expenses, including attorneys' fees, incurred by Plaintiff as a result of the Properties becoming assets in the Borrowers' voluntary bankruptcies; and (c) all costs and expenses, including attorneys' fees, incurred by Plaintiff in order to enforce the Agreements. In September 2016, Plaintiff received $2,711,979.81 from Dika-Matteson and $4,916,290.81 from Dika-Homewood. These amounts, when added to payments made during the bankruptcy by the Borrowers, equaled Plaintiff's proofs of claim filed in the applicable bankruptcy case but did not include either post-petition interest due on the notes or the attorney fees and expenses incurred by Plaintiff in either the bankruptcy court or this court. The parties agree that their dispute is governed by the Agreements. There is also no dispute that each Defendant executed his respective Agreement, that the Agreements were assigned to Plaintiff, and that Plaintiff fully performed its obligations under the Agreements. The parties dispute, however, whether the Agreements entitle Plaintiff to post-petition interest and attorneys' fees. Judge Rowland finds that the Agreements require Defendants to reimburse Plaintiff for all attorneys' fees and other Costs incurred in this Court enforcing the Agreements. Defendants contend that Plaintiff "cannot possibly have any claim because the loan indebtedness on the loan and the Note have been paid and satisfied in full, and the debt on the loan and the Note have been released." But it is undisputed that the proof of claim amounts did not include post-petition interest or attorneys' fees. Defendants also assert that because Plaintiff has made a profit on its loan purchases, Plaintiff has incurred no damages. But whether Plaintiff made a profit when it purchased the loans is not relevant to Defendants' obligations under the Agreements. Defendants' obligations were not eliminated when Plaintiff purchased the loans. Instead, Plaintiff stepped into the shoes of its predecessors-in-interest and succeeded to all rights under the loan documents, including those in the Agreements. Finally, Defendants complain generally about the bankruptcy and instant case not being billed separately and about different tasks being lumped together, "making it difficult to determine the time and reasonableness of the time expended on each task." However, by failing to cite to any specific billing records, Defendants have waived their objections. Based on the said reasons, Plaintiff's Motion for Summary Judgment is granted, and Defendants' Motion for Summary Judgment is denied. Sand Capital is awarded $1,130,279.50 in post-petition interest and $505,358.34 in fees and expenses. A full-text copy of Judge Rowland's Memorandum Opinion and Order is available at https://is.gd/i6tzh5 from Leagle.com. Sand Capital VI LLC, Plaintiff, represented by Thomas C. Wolford, Neal, Gerber & Eisenberg. Sand Capital VI LLC, Plaintiff, represented by Kevin G. Schneider -- kschneider@nge.com -- Neal, Gerber & Eisenberg LLP. Marshall N. Dickler, Defendant, represented by James Alan Slowikowski, Dickler, Kahn, Slowikowski. Larry P. Kanar, Defendant, represented by James Alan Slowikowski, Dickler, Kahn, Slowikowski DIKA-Homewood, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-04801) on February 13, 2015. Hon. Pamela S. Hollis presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Marshall N. Dickler, on behalf of Dika-Management, LLC, manager. ECLIPSE RESOURCES: Moody's Hikes CFR to B3 on Reduced Leverage -------------------------------------------------------------- Moody's Investors Service upgraded Eclipse Resources Corporation's (Eclipse) Corporate Family Rating (CFR) to B3 from Caa1, its Probability of Default Rating to B3-PD from Caa1-PD and its senior unsecured notes rating to Caa1 from Caa2. Speculative Grade Liquidity (SGL) was downgraded to SGL-3 from SGL-2 and the rating outlook is stable. "The upgrade to B3 reflects Eclipse's reduced leverage resulting from improved cash flow tied to strong production growth. Eclipse's robust drilling program through 2018, supported by strong commodity price hedging and willingness to periodically access equity markets to term out debt, should allow Eclipse to remain on a strong growth trajectory without stressing its balance sheet," noted John Thieroff, Moody's VP-Senior Analyst. "The downgrade of Eclipse's SGL rating to SGL-3 from SGL-2 reflects Moody's expectations of a greater reliance on the company's revolving credit facility in 2018 to fund drilling. However, Moody's still views Eclipse's liquidity as adequate to cover capital spending and debt service over the next year," Thieroff continued. Upgrades: Issuer: Eclipse Resources Corporation Ratings Upgraded -- Corporate Family Rating, Upgraded to B3 from Caa1 -- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD -- Senior Unsecured Notes, Upgraded to Caa1 (LGD4) from Caa2 (LGD4) Ratings Downgraded -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook: Stable RATINGS RATIONALE The B3 CFR reflects Eclipse's substantial interest burden, short reserve life, small scale, concentrated but growing production in the Utica and Marcellus Shale plays, and significant exposure to natural gas (more than 75% of expected 2017 production). Eclipse's rating also suffers from its thin cash margins and weak leveraged full-cycle ratio, relative to more oil-weighted producers. High capital intensity due to the company's typically steep decline rates on first-year production is likely to lead to continued significant outspending of cash flow, requiring periodic capital markets access. Support for the rating is provided by natural gas price downside protection provided by hedges on about 90% of expected 2017 production and more than half of 2018 production. The rating also benefits from Eclipse's attractive growth opportunities and its significant balance sheet cash. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that Eclipse will maintain adequate liquidity through mid-2018. The company had $160 million in cash on its balance sheet at March 31, 2017 and $141 million of availability under its secured revolving credit facility, which matures in February 2020. Eclipse's borrowing base under its revolver was increased $175 million from $125 million at the February 2017 redetermination, reflecting the company's significant growth. The next scheduled redetermination is in October; continued growth could lead to further expansion of the borrowing base in 2018, if not sooner. The credit facility has a net debt to EBITDAX covenant of less than 4.5x. The notes have a debt incurrence test that requires EBITDAX/Interest coverage greater than 2x. Based on Moody's projections, Eclipse should be able to comply with its covenants. Other than the revolver, Eclipse's only debt maturity is its senior unsecured notes in 2023. In accordance with Moody's Loss Given Default (LGD) methodology, Eclipse's senior unsecured notes are rated Caa1, one notch below the B3 CFR because of the priority ranking of the company's secured revolver. The stable outlook reflects Moody's expectations that liquidity will remain adequate and leverage will remain steady through 2018. The rating could be upgraded if the company's retained cash flow (RCF) to debt is maintained above 20% while its leveraged full cycle ratio is greater than 1.0x. The rating could be downgraded if RCF to debt falls below 10%, EBITDA to interest coverage falls below 1.5 times or liquidity weakens. Eclipse Resources Corporation is a publicly traded oil and gas exploration and production company headquartered in State College, PA that operates in the Utica and Marcellus Shales of the Appalachian Basin. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. EDGEWOOD PARTNERS: S&P Puts 'B' CCR on CreditWatch Negative ----------------------------------------------------------- S&P Global Ratings said it placed all of its ratings on Edgewood Partners Insurance Center Inc. (EPIC), including its 'B' long-term corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement follows EPIC's announcement that it has reached a definitive agreement with private equity sponsor, Oak Hill Capital Partners. The deal will give the new owner a majority stake in EPIC. S&P said, "The CreditWatch placement reflects our limited information regarding the details of the transaction and our resultant uncertainty regarding the transaction's effect on EPIC's capital structure, cash flows, and credit-protection measures. We could affirm or lower the ratings following our review, though we expect any potential rating downside to be limited to one notch. "The rating outcome will be predicated primarily on any material changes to business strategy, our understanding of the new owner's financial policies, and our revised forecast for credit-protection measures relative to our existing expectations for the company. "We will monitor the developments related to this transaction. We expect to resolve the CreditWatch placement shortly following a review of the new financial sponsors' operating plans and financial policy objectives, as well as EPIC's new capital structure." ENERGYSOLUTIONS INC: S&P Hikes Rating on Sec Credit Facilities to B ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Salt Lake City-based EnergySolutions Inc. S&P said, "At the same time, we raised the issue-level ratings on the company's secured credit facilities to 'B' from 'B-'. We also revised our recovery rating on the facilities to '2' from '3', indicating our expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. "The affirmation reflects our belief that despite the company's proposed prepayment on its term loan (its second major optional prepayment of $100 million in the past two years), we would like to see the company's earnings progress in a more stable fashion before we revise the outlook or raise the ratings; specifically, this entails the adjusted debt to EBITDA ratio staying well below 6.5x for two consecutive quarters while its liquidity remains adequate. This, combined with prudent financial policies over the next year, can prompt us to consider raising the ratings. We revised the recovery rating and raised the issue-level ratings because the lower amount of debt outstanding at default factors more heavily in our analysis than the reduced interest expense and emergence EBITDA. "The stable outlook on EnergySolutions reflects our view that the upcoming debt reduction, along with contributions from the key Dairyland and SONGS decommissioning projects, will allow the company to maintain credit measures supportive of the existing ratings. Though the company's debt leverage is still quite high, we view it, along with the company's adequate liquidity, as sufficient for the current rating. "We could lower our ratings on EnergySolutions if the company's adjusted debt-to-EBITDA metric rises above 7.5x with limited prospects for improvement. This scenario could occur if a weak operating environment for nuclear decommissioning services occurs; if alternative sites for waste disposal emerge and adverse competitive dynamics arise; or if the company uses a greater-than-expected level of debt funding for another meaningful acquisition. We could also lower our ratings if the company's liquidity becomes pressured, which could occur if the borrowings under its revolver exceed 25% of the committed amount, the 6.5x springing net leverage covenant becomes effective, and the company is unable to comply with or amend the covenant. "We could raise our ratings on EnergySolutions if the company's waste volumes, operating efficiency, cost management, and profitability all improve significantly while it keeps its debt balances manageable; specifically, if its adjusted debt-to-EBITDA metric remains well below 6.5x for more than two consecutive quarters. An upgrade would also be predicated on the ability and willingness of management and ownership to keep debt leverage below that threshold and to abide by more conservative financial policies while maintaining adequate liquidity." ENGILITY CORP.: Moody's Revises Outlook to Stable & Affirms B2 CFR ------------------------------------------------------------------ Moody's Investor Service has changed the rating outlook of Engility Corporation to stable from negative and concurrently affirmed all ratings including the corporate family rating of B2. RATINGS RATIONALE The rating outlook change to stable from negative reflects rising backlog and a supportive US defense/intelligence agency budget setting. Although organic revenues continue declining for Engility, the rate of decline has lessened and should flatten near-term. In 2016 organic revenues declined about 7%, Q1-2017 revenues declined about 5% year-over-year. Engility's cost and debt reduction over the past year also benefits the rating outlook. Q1-2017's SG&A to sales ratio of 7.5%, down from 8% to 9% historically, seems sustainable going forward. Debt reduction and pricing amendments have reduced interest burden. These factors help the prospect for improved free cash flow. About $70 million of free cash flow driven debt reduction seems probable near-term, reducing the risk of a rating downgrade. The B2 CFR considers high financial leverage and revenue contraction but also considers operating initiatives that have improved the booking rate. Engility's scale, technical qualifications and contract diversity represent favorable considerations. Debt to EBITDA was mid 5x at March 31, suitable for the rating. Although free cash flow to debt of only 2%-3% is more modest, the ratio should improve to the mid-single digit percentage range by year end. Upward rating momentum would depend on rising backlog and revenues, funds from operation closer to $150 million, debt/EBITDA at mid 4x level and good liquidity. The rating could be downgraded if revenues continue to decline rather than stabilize as expected, EBITDA margin below the mid 10% range, annual free cash flow of less than $50 million, or weakened liquidity. The following summarizes rating action: Outlook Actions: Issuer: Engility Corporation -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Engility Corporation -- Probability of Default Rating, Affirmed B2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-3 -- Corporate Family Rating, Affirmed B2 -- Senior Secured Bank Credit Facility, Affirmed B1 (LGD 3) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 Engility Holdings, Inc., headquartered in Chantilly, Virginia is the ultimate parent of Engility Corporation. Engility provides integrated solutions and services for the U.S. government, supporting customers throughout defense, intelligence, space, federal civilian and international communities. Engility Holdings, Inc. is majority-owned by entities of General Atlantic and Kohlberg Kravis Roberts. Revenue for the twelve months ended March 31, 2017 were $2 billion. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. ESPLANADE HL: Sets Bid Procedures for Three Algonquin Properties ---------------------------------------------------------------- Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Aug. 2, 2017, at 10:00 a.m. to consider the Esplanade HL, LLC's and its debtor-affiliates' bid procedures in connection with 2380 Esplanade Drive, LLC's sale of its commercial real properties (i) located at 2380 Esplanade Drive in Algonquin, Illinois ("2380 Property"); (ii) Unit 100 located at 2390 Esplanade Drive, in Algonquin, Illinois ("2390-100 Property"); and (iii) Unit 300 located at 2390 Esplanade Drive, in Algonquin, Illinois ("2390-300 Property") A&G Realty Partners, LLC, the Real Estate Advisors to the Debtors, has been actively marketing the Debtors' properties by reaching out to over 93,000 parties. To date, the efforts of A&G and 2380 Esplanade have not resulted in the identification of a purchaser willing to enter into a binding agreement of sale and serve as a stalking horse bidder. Accordingly, 2380 Esplanade seeks to conduct an auction process for the sale of the Properties whereby any qualified bidder can bid on one or more combination of the Properties. 2380 Esplanade has drafted a form of Purchase Agreement to be used by each potential bidder when making its offer, as set forth in the Bidding Procedures. 2380 Esplanade, in consultation with First Midwest Bank, will establish a reserve price for each of the Properties prior to the Auction. The primary terms of the Purchase Agreement are: a. Seller: 2380 Esplanade Drive, LLC b. Reserve Price: (i) 2380 Property: TBD; (ii) 2390-100 Property: TBD; and (iii) 2390-300 Property: TBD c. Acquired Properties: One or more of these - (i) that commercial real property located at 2380 Esplanade Drive, in Algonquin, Illinois, as described in the Purchase Agreement; (ii) that commercial office suite located at 2390 Esplanade Drive, Suite 100, in Algonquin, Illinois, as described in the Purchase Agreement; and/or (iii) that commercial office suite located at 2390 Esplanade Drive, Suite 300, in Algonquin, Illinois, as described in the Purchase Agreement. d. Assumed Liabilities: None e. Deposit: 10% of Purchase Price f. Closing: The 15th day after entry of an order of the Court for the Northern District of Illinois approving the Purchase Agreement(s). The Properties are being sold free and clear of all liens, claims, and encumbrances. 2380 Esplanade reserves the right to enter into a stalking horse Purchase Agreement that includes the payment of a Break-up Fee, provided that such proposed break-up fee is: (i) less than or equal to 3% of the stalking horse bid and (ii) acceptable to both First Midwest and the Office of the United States Trustee. The Sale of the Properties contemplates the assumption of the Leases, and the subsequent assignment of the Leases to the Purchaser. Therefore, as part of the final order to be entered approving the Sale, 2380 Esplanade asks approval for the assumption and assignment of the Leases to the Purchaser. 2380 Esplanade will serve the Auction and Sale Notice upon the Lease Counterparties, along with the "cure amount" 2380 Esplanade believes each of the Lease Counterparties is owed. The salient terms of the Bid Procedures are: a. Auction: The Auction will be held at the offices of Goldstein & McClintock LLLP, 111 W. Washington Street, Suite 1221, Chicago, Illinois on Oct. 3, 2017 at 10:00 a.m. (CST). b. Bid Deadline: Sept. 27, 2017 at 5:00 p.m. (CST) c. Good Faith Deposit: 10% of the Purchase Price d. Supplemental Objection Deadline: Oct. 4, 2017 at 5:00 p.m. (CST) e. Right to Credit Bid: First Midwest Bank will have the right to credit bid. Its credit bid will be capped at the amount of principal and contractual interest owed to it by 2380 Esplanade. f. Closing of Sale: Closing of the purchase and sale of the Purchased Properties to the Successful Bidder will occur no later than 15 days following the entry of an order of the Court approving the Agreement unless otherwise agreed to by the parties. A copy of the Purchase Agreement and the Bid Procedures is available for free at: http://bankrupt.com/misc/Esplanade_HL_201_Sales.pdf Pursuant to the Bid Procedures, 2380 Esplanade asks that the Court sets a Final Hearing on Oct. 5, 2017. No later than three days after entry of the Procedures Order, 2380 Esplanade proposes to cause an Auction and Sale Notice upon all Notice Parties. The Debtor believes that the foregoing notice of the Auction and Bidding Procedures will maximize the value of the Properties, and asks that the Auction Notice be deemed sufficient notice of the Auction and Bidding Procedures. To maximize value for the estate, 2380 Esplanade believes that it is crucial to sell the Properties. A&G has contacted over 93,000 parties that may have an interest in the Properties and the Bidding Procedures are designed to achieve the highest possible price for the Properties under the circumstances. 2380 Esplanade thus believes that the proposed Auction and Bidding Procedures will provide the maximum possible recovery to its estate. Accordingly, the Debtors ask the Court to approve the relief sought. 2380 Esplanade can be reached at: 2380 ESPLANADE DRIVE, LLC 20635 Abbey Woods Ct. N, #303 Frankfort, IL 60423 Attn: William Vander Velde III About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC, each filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct. 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. The Debtors have requested the joint administration of their cases. Judge Carol A. Doyle is the case judge. The Debtors' attorneys are Harold D. Israel, Esq., and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. A&G Realty Partners, LLC was retained as the Debtors' Real Estate Advisors. FANNIE MAE & FREDDIE MAC: Tim Howard Examines & Opines on New Docs ------------------------------------------------------------------ On July 19, 2017, thirty-three additional documents produced in discovery in Fairholme v. U.S., Case No. 13-465 (Ct. Fed. Cl.), were made available to the public. J. Timothy Howard -- in his blog at http://howardonmortgagefinance.com/-- examines and opines on these documents' new revelations: Not surprisingly, the documents that attracted the most attention were those that contradicted the "death spiral" explanation given to the public and in the court cases by Treasury and FHFA as the reason for the net worth sweep. Excerpts from the new documents reinforced what had been apparent from evidence unsealed earlier: that Treasury and FHFA were fully aware that Fannie and Freddie were about to experience a surge in profitability well before the sweep was announced; that the sweep was imposed precisely to prevent the companies from retaining those earnings as capital, and that stripping the companies of their capital was viewed by Treasury as essential to achieving its goal of replacing Fannie and Freddie in the U.S. secondary mortgage market with a system more to its liking. Included among the items unsealed on July 19 were: -- A memo dated June 25, 2012 -- more than seven weeks before the sweep was announced -- from Counselor to the Secretary of the Treasury for Housing Finance Policy Michael Stegman to Assistant Secretary for Financial Markets Mary Miller, summarizing a meeting at which FHFA acting Director Ed DeMarco told Treasury Secretary Tim Geithner that "the GSEs will be generating large revenues over the coming years, thereby enabling them to pay the 10% dividend well into the future even with the caps"; -- An Aug. 13, 2012 memo from National Economic Council senior advisor Jim Parrott to Treasury's Brian Deese, stating, "We are making sure that each of these entities pays the taxpayer back every dollar of profit they make, not just a 10% dividend. . . . The taxpayer will thus ultimately collect more money with the changes"; and -- An Aug. 15, 2012 e-mail from Treasury's Adam Chepenik to Stegman, Parrott and others that said, "By taking all of their profits going forward, we are making clear that the GSEs will not ever be allowed to return to profitable entities at the center of our housing finance system." These and similar emails and memos show that Treasury and FHFA have not been truthful about their motives for agreeing to the net worth sweep. But beyond that, other documents among the 33 reveal a pattern of deception extending back before Fannie and Freddie were put into conservatorship and carrying forward to the current proposals for mortgage reform supported by Treasury and what I call the Financial Establishment. Three particular items stand out in this regard: the August 25, 2008 "Freddie Mac Confidential Capital Review" by BlackRock, the December 12, 2011 Draft Information Memorandum to Secretary Geithner, and an undated Treasury document titled "Housing Reform Questions and Answers." BlackRock's "Freddie Mac Confidential Capital Review" The most surprising revelation from all of the documents released last week was that on August 25, 2008 -- nearly two weeks before Fannie and Freddie were placed into conservatorship on September 7 -- the investment firm BlackRock submitted a "Confidential Capital Review" of Freddie Mac to Treasury and FHFA that concluded: "…[L]ong-term solvency does not appear endangered -- we do not expect Freddie Mac to breach critical capital levels even in stress case." We already knew that Treasury Secretary Paulson had forced Fannie and Freddie into conservatorship without satisfying any of the twelve requisites for that action set out in the newly passed Housing and Economic Recovery Act (HERA), relying instead on what he termed "the awesome power of the government" to pressure the companies' boards to submit to it. We also learned after the fact that both Fannie and Freddie remained profitable on an operating basis throughout the crisis. But until now we did not know that Treasury and FHFA had been told something very similar at least about Freddie's financial condition before the fact by BlackRock, an independent and respected third party with a long familiarity with Freddie, having been a consultant to them for at least a decade. Treasury and FHFA ignored this assessment and went ahead with their pre-planned conservatorships anyway, with Paulson boasting to President Bush, "Mr. President, we're going to move quickly and take them by surprise. The first sound they'll hear is their heads hitting the floor." Following the conservatorships Fannie and Freddie booked massive amounts of non-cash losses through the end of 2011, causing them to have to draw $187 billion in non-repayable senior preferred stock from Treasury. The unsealed BlackRock document provides important insight into how the large majority of those losses -- and the resulting Treasury draws -- were deliberately engineered. First, the contemporaneous analysis of Freddie's future financial condition by BlackRock makes it impossible to defend the legitimacy of FHFA's decision to set up a reserve for Freddie and Fannie's deferred tax assets in the third quarter of 2008 on the grounds that they would not be sufficiently profitable in the future; FHFA knew this not to be true. Second, on the penultimate page of its review BlackRock explicitly identifies and describes the method used by FHFA to create most of the other non-cash losses at the companies. It notes, "'Other Than Temporary Impairment' accounting rule can trigger mark-to-market declines more severe than expected principal loss. Accounting treatment requires securities to be marked to market if any principal loss is deemed 'probable.' Given the current market environment, MTM losses will likely exceed actual principal losses. Impairments diminish capital immediately. Future recoveries in market value do not flow through capital." I do not know whether staff at either FHFA or Treasury had previously been aware of how powerful impairment accounting could be in making a company's capital disappear immediately, then reappear only slowly, as income. But this accounting technique was used extensively by FHFA following the conservatorship. At Fannie, impairment accounting allowed FHFA to book $17.3 billion in market value losses on private-label securities held in portfolio -- very few of which became economic losses -- and an astounding $62.8 billion in loss reserves on "individually impaired" loans. As I noted in my amicus curiae brief for the Perry Capital case, "Impairment accounting allowed Fannie to record as immediate expenses not only credit losses that otherwise would have been booked over time but also estimates of future losses and even the present value of foregone interest payments." The large majority of these impairments were on loans that returned to paying status, but most of the reserves cannot be released until the loans repay. As of Dec. 31, 2016, Fannie still had $28.6 billion locked up in reserves on individually impaired loans. Together, the unwarranted write-down of Fannie's deferred tax assets and the aggressive use of impairment accounting allowed FHFA to balloon Fannie's losses by $144 billion between 2008 and 2011. (I have not calculated the comparable dollar amount for Freddie.) Treasury knew at the time it took Fannie and Freddie over that they did not need rescuing, and it also knows that virtually all of the $18.7 billion the companies were obligated to pay each year prior to the net worth sweep were the results not of the companies' business decisions but of FHFA's accounting decisions. Dec. 12, 2011 Draft Information Memorandum to Secretary Geithner This memo, prepared by Assistant Secretary Mary Miller, presented "policy options, which taken together could serve as the basis of a comprehensive non-legislative Administration reform proposal." As we now know, Treasury ended up choosing "Policy Option 1-- Restructure the calculation of Treasury's dividend payments from a fixed 10 percent annual rate to a variable payment based on available net worth (i.e., establish an income sweep)." But what drew my attention was "Policy Option 2- Develop a plan with FHFA to transition the GSEs from their current business model of direct guarantor to a model more aligned with our longer term vision of housing finance." The idea behind this option was to "Amend the PSPAs to add additional contractual obligations for the GSEs and FHFA associated with transition." Policy Option 2 had four elements: -- "Guarantee fee price increases -- pricing for direct GSE guarantees could be increased by a minimum of five to ten basis points per annum (or at a pace determined annually by FHFA and Treasury) until pricing reaches levels that are consistent with those charged by private financial institutions with Basel III capital standards and a specified return on capital." -- "Risk syndication -- consistent with the phase-in period of guaranty fee increases, the GSEs could be required to sell a first-loss position (or the majority of the credit risk) to the private market on all of their new guarantee book business within a five- or seven-year time period. It is important to note that risk syndication would likely reduce the earnings capacity of the GSEs (similar to how the winding down of the retained portfolios also limits income generation)." -- "Single TBA delivery -- require the GSEs to align payment standards and issuance process to establish a fungible TBA market for common delivery of Fannie Mae and Freddie Mac securities," and -- "Additional transition requirements -- additional requirements could also be considered, such as down payment levels, faster retained portfolio wind down . . . etc." With the exception of the faster run-off of Fannie and Freddie's portfolios, none of these activities were codified in the Third Amendment to the PSPAs. Instead, FHFA did all of them (clearly at the direction of Treasury) in its capacities as conservator and regulator. Yet they remained Treasury's initiatives, intended to further the goal of "winding down and replacing" Fannie and Fannie with a bank-centric alternative. And the initiatives were exceptionally cynical. Begin with the guaranty fee increases. Why were they being proposed? Not because of credit risk, but to reach "levels that are consistent with those charged by private financial institutions with Basel III capital standards," i.e., banks. Homebuyers, of course, would pay those unnecessarily high guaranty fees. Prior to the financial crisis, Treasury (and the Federal Reserve) had aggressively promoted unregulated private-label securities (PLS) as the preferred alternative to Fannie and Freddie financing. When the PLS market imploded to trigger the crisis, Treasury and the Fed quickly intervened to ensure that the commercial and investment banks would suffer no lasting negative effects, but left homeowners to fend for themselves, with eight million of them ultimately losing their homes. Here, in another attempt to replace Fannie and Freddie, Treasury proposes to have homeowners pay higher guaranty fees solely to make it easier for banks to compete with those companies. The Miller memo also introduces the idea of mandatory credit risk sharing. Note, though, the statement that "risk syndication would likely reduce the earnings capacity of the GSEs (similar to how the winding down of the retained portfolios also limits income generation)." Earnings are income less expense, and if the envisioned risk-sharing transactions reduce earnings it only can be because the interest expense on them exceeds the income from transfers of credit losses they supposedly will produce. In fact, forcing Fannie and Freddie to buy insurance for up to 400 basis points of credit losses on pools of loans with better risk characteristics than books from the early 2000s -- which only experienced about 50 basis points of credit losses even through the financial crisis -- is burning up their earnings just to make them look less profitable, and easier to replace. I've suggested that publicly; in this memo Treasury actually says it privately. Miller's reference to the income effects of winding down the portfolio business is telling. Elsewhere in the unsealed documents we find the statement: "Many commentators tend to point incorrectly to the retained portfolios as the cause of Fannie Mae and Freddie Mac's collapse; while the losses were significant and were indicative of the risks Fannie and Freddie took, the Investment/Capital Markets (Retained Portfolio) segment has only accounted for 9% of cumulative losses." That is an accurate assessment. With relatively low credit losses, the spread income from the mortgages Fannie and Freddie held in portfolio was helping them absorb losses from their mortgage-backed securities business. That was of no import to Treasury, however. It always had opposed the companies' portfolio business, and when it imposed the PSPAs on them in 2008 it required them to shrink their portfolios by 10 percent per year (increased to 15 percent in the Third Amendment). One neither rescues nor conserves a company by reducing its income, but Treasury's mandates to Fannie and Freddie to shrink their portfolios and to issue risk-transfer securities without regard to their economics had that deliberate intention and effect. Housing Reform Questions and Answers One of the questions in this undated document is, "What caused the crisis in the housing market?" After saying "No single cause can fully explain the crisis," the paper identifies five "structural flaws" that contributed to it, including "A complex securitization chain [that] lacked transparency, standardization, and accountability and allowed lenders to pass toxic product through the system without regard for its risk" and "Inadequate capital in the system." In this piece marked "Not Intended for External Distribution" there is no mention of a "flawed business model" at Fannie and Freddie being one of the causes, let alone the most important cause, of the crisis. To the contrary, in response to the question, "Did Fannie/Freddie cause the financial crisis by lowering their underwriting standards, allowing consumers to get loans they couldn't afford?" the answer is, "No. Rather than leading the market into subprime and other risky mortgages, Fannie and Freddie followed the private sector." Internally, Treasury well understands why and how the crisis occurred. * * * There can be little doubt about why the government has been fighting so hard to hold on to the documents Fairholme requested in discovery for its regulatory takings suit: the ones produced so far reveal that what Treasury knows to be true about Fannie and Freddie privately -- and tells itself in memos, emails and other materials -- is starkly at odds with what it has been claiming about the companies publicly. For whatever reason, and perhaps it is nothing more complicated than wanting to support the institutions it is responsible for regulating, Treasury has for decades sought to "rein in" or replace Fannie and Freddie, whose activities in the secondary market reduce the market power and the potential profits of banks in the primary market. Treasury and the Federal Reserve saw the financial crisis as a serendipitous opportunity to seize control of the companies, burden them with a mammoth and non-repayable amount of indebtedness, reduce their earnings, and in 2012 take all of their capital in the hope this would prod Congress to replace them. To execute its plan, however, Treasury has had to be untruthful about virtually everything having to do with Fannie and Freddie -- their health going into the crisis, the reason for taking them over, the source of their losses in conservatorship, and why the net worth sweep was imposed, among others. Documents released in discovery to date lay bare this pattern of deception. When the truth about Fannie and Freddie is substituted for the fictions about them, the rationale for the legislative mortgage reforms being proposed by the Financial Establishment -- whether Corker-Warner, Johnson-Crapo or the latest version from the Mortgage Bankers Association -- crumbles. If, as Treasury admits in an internal document, Fannie and Freddie "followed the private sector…into subprime and other risky mortgages," why is the right public policy response to dismantle the more responsible entities, Fannie and Freddie, and turn the secondary market over to the "private sector" companies who were more culpable in the crisis? And if the real problem in the crisis was "inadequate capital in the system," why not allow FHFA to follow HERA and implement a true risk-based capital standard for Fannie and Freddie, updated to meet current standards of taxpayer protection? Fannie and Freddie are not the "failed business model" their critics claim; loans they financed leading up to the crisis performed far better than loans from any other source. The banks see great profit opportunities from substituting themselves for Fannie and Freddie as the centerpieces of the secondary mortgage market, and historically Treasury has supported those ambitions. But Treasury now has new leadership, and is taking a fresh look at Fannie and Freddie in conjunction with its commitment to "get them out of government control." The documents released by Judge Sweeney make clear that in order to advance the banks' agenda, past leadership of Treasury has had not only to make claims about Fannie and Freddie it knows to be untrue, but also to require millions of homebuyers to pay higher guaranty fees not because of the risk of their loans but to put banks in a better competitive position to get their business. I believe that current Treasury leadership will recognize the folly of the course its predecessors have been on, and that they will change this course to one that builds on Fannie and Freddie, and benefits homebuyers rather than banks. FANSTEEL INC: Can Continue Using Cash for August 2017 Expenses -------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Fansteel, Inc., to continue using the cash collateral of TCTM Financial FS, LLC through Aug. 25, 2017. The Debtor is authorized to use cash collateral pursuant to and upon the same terms as those previously agreed to by TCTM Financial and the Official Committee of Unsecured Creditors in the Stipulation and Consent Order approved by the Court in its Order dated May 11, 2017. The approved Budget for the four week period reflects total operating cash disbursements of $633,264 for weeks ending Aug. 4 through Aug. 25, 2017. The Debtor will maintain a $100,000 minimum cash balance. A full-text copy of the Order, dated July 25, 2017, is available at https://is.gd/aVlMEC 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 Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The cases are assigned to Judge Anita L. Shodeen. 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. Fansteel, Inc., hired Kerri K. Mumford, Esq. at Landis Rath & Cobb, LLP, as special counsel. The firm will assist the Debtor in reopening its previous bankruptcy case filed in Delaware (Bankr. D. Del. Case No. 02-10109) on Jan. 15, 2002. 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. GARDENS LLC: Taps Latham Shuker as Legal Counsel ------------------------------------------------ The Gardens, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Latham, Shuker, Eden & Beaudine LLP 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 hourly rates charged by the firm range from $105 for its most junior paraprofessionals to $575 for its most experienced attorneys. Prior to the petition date, Lion Financial LLC paid an advance fee of $10,000, of which $8,404 was used to pay the firm's pre-bankruptcy services. On July 10, the company paid an additional $20,000 for the firm's post-petition services. Latham Shuker is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: R. Scott Shuker, Esq. Daniel A. Velasquez, Esq. Latham, Shuker, Eden & Beaudine LLP 111 N. Magnolia Avenue, Suite 1400 P.O. Box 3353 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: rshuker@lseblaw.com Email: dvelasquez@lseblaw.com Email: bknotice@lseblaw.com About The Gardens LLC The Gardens, LLC owns and operates a three-storey condominium complex known as The Gardens. It also owns two adjacent vacant lots, one of which is utilized as additional parking lot for the Parliament House Resort. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-04444) on July 3, 2017. Donald M. Granatstein, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. GARDENS REGIONAL: Court Strikes Portions of Ahlholm's Declaration ----------------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California granted Debtor Gardens Regional Hospital and Medical Center, Inc.'s motion to strike portions of the Declaration of Jeffrey Ahlholm describing the May conversations he had with Brian Walton, the chairman of the Debtor's Board of Directors. The Court conducted an evidentiary hearing on the Debtor's "Motion to Strike and/or Objections to Portions of the Declaration of Ahlholm Filed by RNG in Support of RNG's Objections to Joint Motion of Debtor and Committee to Approve Settlement with Harbor-Gardens and Paladin." Walton and Ahlholm, the principal financial advisor to RNG, both testified and were subject to cross examination. The purpose of the evidentiary hearing was to enable the Court to determine whether conversations between Mr. Walton and Mr. Ahlholm on May 5, 6, and 8, 2017 constituted "compromise negotiations" within the meaning of Federal Rule of Evidence 408, and therefore whether the description of those conversations set forth in a declaration submitted by Mr. Ahlholm is admissible. The Debtor and Mr. Walton assert that the conversations were compromised negotiations; RNG and Mr. Ahlholm take the position that the conversations were not compromised negotiations. After evaluating all the facts presented, Judge Robles finds that Mr. Walton conveyed the terms upon which he believed that the Committee was willing to settle, and Mr. Ahlholm conveyed the terms upon which he believed RNG was willing to settle. The character of the conversations as compromise negotiations is not altered by the fact that Mr. Ahlholm did not have authority to convey a final settlement offer on behalf of RNG, but instead was conveying only the terms upon which he believed RNG was willing to settle. Skeddle and Ramada make clear that any statements made in an effort to compromise are inadmissible under FRE 408. Exploratory compromise negotiations that have not yet progressed to the point at which the parties are willing to exchange formal compromise offers still fall within the purview of FRE 408. In conclusion, the Court finds that the conversations between Mr. Ahlholm and Mr. Walton on May 5, 6, and 8, 2017 were "compromise negotiations" within the meaning of FRE 408. The portions of the Ahlholm Declaration that describe the contents of those conversations are stricken from the record. The Court will enter an order consistent with this Memorandum of Decision. The bankruptcy case is In re: Gardens Regional Hospital and Medical Center, Inc., Chapter: 11, Debtor, No. 2:16-bk-17463-ER (Bankr. C.D. Cal.). A full-text copy of Judge Robles' Memorandum of Decision is available at https://is.gd/FZOeCK from Leagle.com. Gardens Regional Hospital and Medical Center, Inc., Debtor, represented by Steven J. Katzman -- skatzman@bmkattorneys.com -- Bienert, Miller & Katzman, PLC, Samuel R. Maizel -- Samuel.maizel@dentons.com -- Dentons US LLP, Reed M. Mercado, John A. Moe -- john.moe@dentons.com -- Dentons US LLP & Amelia Puertas-Samara -- itcdgc@edd.ca.gov -- Employment Development Department. United States Trustee (LA), U.S. Trustee, represented by Hatty K. Yip -- hatty.yip@usdoj.gov -- Office of the UST/DOJ. About the Hospital Gardens Regional Hospital and Medical Center, Inc., formerly known as Tri-City Regional Medical Center, doing business as Gardens Regional Hospital and Medical Center leases a 137- bed, acute care hospital doing business at 21530 South Pioneer Boulevard, Hawaiian Gardens, Los Angeles, California. It provides a full range of inpatient and outpatient services, including, but not limited to, medical acute care, general surgical services, bariatric surgery services (for weight loss), spine surgery services, orthopedic and sports medicine and joint replacement services, wound care and pain management services, physical therapy, respiratory therapy, outpatient ambulatory services, diagnostic services, radiology and inpatient/outpatient imaging services, laboratory and pathology services, geriatric services, and community wellness and education programs. Gardens Regional filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-17463) on June 6, 2016, estimating its assets between $1 million and $10 million, and liabilities between $10 million and $50 million. The petition was signed by Brian Walton, chairman of the Board. Judge Ernest M. Robles presides over the case. Samuel R Maizel, Esq., and John A Moe, Esq., at Dentons US LLP, serve as the Debtor's bankruptcy counsel. GARY WASHINGTON: 4th Cir. Affirms Denial of Second Reconsideration ------------------------------------------------------------------ The Court of Appeals for the Fourth Circuit affirmed the District Court's order affirming the Bankruptcy Court's orders denying Gary Allen Washington and Michelle Anne Washington second motion for reconsideration of the order granting relief from the automatic stay, denying their request for an extension of time to amend and confirm their plan of reorganization, and dismissing their Chapter 11 bankruptcy case. After reviewing the record provided on appeal and the arguments of the parties, the Fourth Circuit finds no reversible error. The Fourth Circuit dispenses with the oral argument because the facts and legal contentions are adequately presented in the materials before this court and argument would not aid the decisional process. The appeals case is GARY ALLEN WASHINGTON; MICHELLE ANNE WASHINGTON, Debtors-Appellants, v. SOUTH CAROLINA COMMUNITY BANK; FEDERAL NATIONAL MORTGAGE ASSOCIATION, Creditors-Appellees, US TRUSTEE, Trustee-Appellee, No. 16-2307 (4th Cir.). A full-text copy of the Per Curiam dated July 24, 2017, is available at https://is.gd/Ev54sF from Leagle.com. Alexander B. Wathen, Houston, Texas, for Appellants. Ramona D. Elliott, Deputy Director/General Counsel, P. Matthew Sutko, Associate General Counsel, Wendy Cox, Trial Attorney, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.; Judy A. Robbins, United States Trustee, John Timothy Stack, Assistant United States Trustee, Linda Barr, Trial Attorney, UNITED STATES DEPARTMENT OF JUSTICE, Columbia, South Carolina; Carmen V. Ganjehsani, RICHARDSON, PLOWDEN & ROBINSON, PA, Columbia, South Carolina; Travis Emil Menk, BROCK & SCOTT, PLLC, Charlotte, North Carolina for Appellees. About the Washingtons Gary Allen Washington and Michele Anne Washington own a personal residence as well as three additional properties. The additional properties are used as residential and commercial rental properties by the Debtors. The Washingtons filed for chapter 11 protection (Bankr. D. S.C. Case No. 11-00625) on Feb. 3, 2011. The Washingtons previously filed a chapter 11 case on Nov. 2, 2009. That case was dismissed Sept. 24, 2010. The Debtors appealed the dismissal of that case, and their appeal is currently pending before the District Court. Because their previous chapter 11 case was dismissed only a few months before the Debtors filed the current case, the automatic stay was set to expire March 5, 2011, 30 days after the current filing. The Debtors filed their Motion to prevent that from occurring and to ask that the stay be extended as to all creditors. GILLESPIE OFFICE: Plan Solicitation Period Extended Until Sept. 30 ------------------------------------------------------------------ Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada has issued an Order extending until September 30, 2017, the period by which Gillespie Office and Systems Furniture, Inc. has exclusive right to solicit acceptances of its plan of reorganization. The Troubled Company Reporter previously reported that the Debtor had made its fourth request for extension of its exclusive period to solicit acceptances of its plan of reorganization. The Debtor asserted that the extension would alleviate the potential for both estate and judicial resources to be spent needlessly, and ultimately increase the likelihood of the Debtor to successfully reorganize by avoiding the need to respond to a competing plan while the decision on confirmation is pending. The Debtor explained that it has been involved in several simultaneous cases, both on the state and federal levels, which added complexity to its case, although its Chapter 11 case has not been an overly complex case on the surface, About Gillespie Office and Systems Furniture Gillespie Office and Systems Furniture, Inc., does business as A&B Printing, located at 2908 South Highland Drive, Set. B, Las Vegas, Nevada. The Company has been providing printing and mailing services to customers in Las Vegas since 1979. Gillespie Office and Systems Furniture filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April 11, 2016. The petition was signed by Kathleen L. Gillespie, president. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. Morris, Polich & Purdy serves as bankruptcy counsel to the Debtor in place of the law firm of Larson and Zirzow, effective as of June 17, 2016. Levy Law, LLC serves as special counsel while Holland & Hart serves as insurance defense litigation counsel to the Debtor. Serl, Keefer, Welter CPAs, LLP has been tapped as accountant. No request has been made for the appointment of a trustee or examiner, and no official committees have been appointed in this Chapter 11 Case. GRAND DAKOTA: Seeks to Hire Pearce Law as Legal Counsel ------------------------------------------------------- Grand Dakota Partners, LLC and Grand Dakota Hospitality, LLC seek approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire legal counsel in connection with their Chapter 11 cases. The Debtors propose to hire Pearce Law PLLC to, among other things, negotiate with creditors; assist them in any asset disposition; evaluate and prosecute claims; and assist in the preparation and implementation of a plan of reorganization. The firm will charge an hourly fee of $400 for its services. Bradley Pearce, Esq., the attorney who will be handling the case, 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: Bradley E. Pearce, Esq. Pearce Law PLLC P.O. Box 31846 Charlotte, NC 28231 Tel: 704-910-6385 Fax: 704-495-6662 Email: brad@bepearcelaw.com About Grand Dakota Partners LLC Grand Dakota owns the Ramada Grand Dakota Hotel Dickinson located near Prairie Hills Mall. Grand Dakota Partners, LLC and Grand Dakota Hospitality, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 17-31184 and 17-31185) on July 20, 2017. The petitions were signed by Stephen D. Barker, president, Cibix Management, Inc., the managing member of the Debtors. At the time of the filing, Grand Dakota Partners disclosed that it had estimated assets and liabilities of $10 million to $50 million. Grand Dakota Hospitality had estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Laura T. Beyer presides over the case. HAMKEI GENERATION: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Hamkei Generation, Inc., as of July 27, according to a court docket. About Hamkei Generation Hamkei Generation, Inc., is a small business debtor as defined in 11 U.S.C. Section 101 51D) engaged in the retail-convenience stores business. The Debtor operates a gas station and convenience store located at 505 Vernon Street, Lagrange, Troup County, Georgia 30240. The Debtor was formed in 2006 and acquired the Store as an operating business together with the real property. Hamkei Generation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-11361) on June 26, 2017. Kennin Sato, CEO and president, signed the petition. At the time of the filing, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Homer W. Drake presides over the case. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, serves as the Debtor's legal counsel. HELIOPOWER INC: Taps Call & Jensen as Litigation Counsel -------------------------------------------------------- HelioPower Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to retain Call & Jensen, PC as its special litigation counsel. The firm will continue to represent the Debtor in connection with the claims it filed against High Desert Solar, LLC. The Debtor also needs the services of the firm to provide a status report on its bankruptcy case to California state courts, which oversee various cases involving the Debtor. David Sugden, Esq., and J. Randall Boyer, Esq., the attorneys who will be representing the Debtor, will charge $525 per hour and $375 per hour, respectively. The hourly rate for paralegal services is $200. Mr. Boyer disclosed in a court filing that he and other attorneys of his firm do not have any connection with the Debtor or any of its creditors. Call & Jensen can be reached through: David Sugden, Esq. J. Randall Boyer, Esq. Call & Jensen, PC 610 Newport Center Dr., Suite 700 Newport Beach, CA 92660 Phone: (949) 717-3000 Fax (949) 717-3100 About HelioPower, Inc. Heliopower Inc. filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-12099) on April 25, 2017. Maurice Rousso, president, signed the petition. At the time of filing, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. Judge August B. Landis presides over the case. The Debtor is represented by Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC. On June 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. HOPE-WELL PILOT: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Hopewell-Pilot Project, LLC, as of July 27, according to a court docket. About Hopewell-Pilot Project, LLC Hopewell-Pilot Project, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-32880) on May 4, 2017. The Hon. David Jones presides over the case. Baker & Associates represents the Debtor as counsel. In its petition, the Debtor estimated $100,000 to $500,000 in both assets and liabilities. The petition was signed by Mark Willis, president. HOUSTON PLATE: Taps Womac as Counsel in Suit vs Gas Process ----------------------------------------------------------- Houston Plate Processing, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Womac Law as special litigation counsel. The firm will represent the Debtor in a lawsut against Gas Process Equipment Company. Under its contingency fee agreement with the Debtor, Womac Law required an upfront $2,500 retainer, plus 35% of all money collected prior to the filing of any appeal from a judgment or settlement or 45% of all money collected after the filing of an appeal. Womac Law's attorney fees are billed at the rate of $300 per hour for Brian Womac, Esq., and $200 per hour for Angeline Kell, Esq. Ms. Kell disclosed in a court filing that she does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Brian D. Womac, Esq. Angeline V. Kell, Esq. Womac Law 8301 Katy Freeway Houston, TX 77024 Tel: (713) 751-9200 Fax: (713) 751-0808 Email: brian@womaclaw.com Email: angie@womaclaw.com About Houston Plate Processing Houston Plate Processing, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-30603) on Feb. 2, 2017. The petition was signed by Jeremiah E. Thompson, president. At the time of the filing, the Debtor disclosed $1.13 million in assets and $2.3 million in liabilities. The case is assigned to Judge Karen K. Brown. Margaret M. McClure, Esq., at the Law Office of Margaret M. McClure serves as the Debtor's bankruptcy counsel. The Debtor employed Mark W. Eyring as its accountant. INFINIA CORP: Trustee Selling Remnant Assets to Oak Point for $4K ----------------------------------------------------------------- Gil A. Miller, the Liquidating Trustee of Infinia Corp. and Powerplay Solar I, LLC, asks the U.S. Bankruptcy Court for the District of Utah to authorize him to sell remnant assets to Oak Point for $4,000, subject to overbid. Since his appointment, the Trustee has administered the Estate for the benefit of the Debtors' creditors in accordance with his power and duties. He is now in the process of winding down the administration of these cases. To that end, the Trustee is engaged in efforts to ensure that the maximum value of the Estate's assets is realized, which efforts include pursuing the sale of any remaining assets. He has determined that there may exists property of the Estate that may be remaining, consisting of known or unknown assets or claims, which have not been previously sold, assigned, or transferred ("Remnant Assets"). Pursuant to the negotiated Purchase Agreement, the Trustee proposes to sell the Remnant Assets to the Buyer in exchange for a payment of $4,000 to the Estate. The Trustee proposes to sell the Remnant Assets to the Buyer on "as is, where is," basis, without any representations or warranties; and free and clear of any liens, claims, or encumbrances. In accordance with the Purchase Agreement, the Remnant Assets expressly exclude: (i) any and all funds held by the Trustee in the Estate's bank accounts earmarked for distribution to creditors and/or payment of professional fees; (ii) the claims of the Trustee against Richard Shorten and Silvermine Capital Resources, LLC as asserted in Adversary Proceeding No. 15-02183 pending in the Case and any proceeds from settlement of such Adversary Proceeding; and (iii) the Purchase Price. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Infinia_Corp_941_Sales.pdf While the Trustee is prepared to consummate the sale of the Remnant Assets to Oak Point pursuant to the terms set forth, in the event a party other than the Buyer wishes to purchase the Remnant Assets, the Trustee asks that the Court approves these overbid procedures with respect to the sale of the Remnant Assets: (i) any party wishing to participate in the overbid process must notify the following parties of its intention to do so no later than two calendar days at 5:00 p.m. (MDT) before the hearing on the Motion in writing, via email at: (a) counsel to the Trustee, Steven C. Strong, at sstrong@cohnekinghorn.com; and (b) Oak Point, Janice A. Alwin, at janice@Oakpointpartners.com; (ii) the initial overbid for the Remnant Assets will be $8,000; and (iii) in the event a party other than the Buyer is deemed the winning bidder, such other party will be required to purchase the Remnant Assets under the same terms and conditions as set forth in the Purchase Agreement. In the Trustee's business judgment, the purchase price proposed for the Remnant Assets represents a fair and reasonable sale price for such assets and is the highest and best offer for the sale of the Remnant Assets. He further submits that the sale of the Remnant Assets, in accordance with the terms of the Purchase Agreement, serves the best interest of the Estate and its creditors. Accordingly, the Trustee respectfully asks that the Court approves the relief requested. The Trustee asks that the Court waives the 14-day stay under Bankruptcy Rule 6004(h) because the additional delay would be detrimental to creditors receiving a final distribution. The Purchaser: Eric Linn, President OAK POINT PARTNERS, INC. P.O. Box 1033 Northbrook, IL 60065-1033 About Infinia Corp. Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of a solar generation project in Yuma, Arizona, commenced Chapter 11 cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to sell the facility to their lender. The Debtors estimated assets and debts of at least $10 million. Infinia Corp. is represented by George Hoffman, Esq., Steven C. Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com and scs@pkhlawyers.com -- of Parsons Kinghorn Harris. PowerPlay Solar I is represented by Troy J. Aramburu, Esq. and Jeff D. Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of Snell & Wilmer L.L.P. A four-member panel has been appointed in the case as the official unsecured creditors committee, composed of Petersen Incorporated, Intertek Testing Services, NA, Inc., ATL Technology, LLC, and LeanWerks. On April 14, 2014, the Court confirmed the Debtors' Chapter 11 Plan of Liquidation. The Effective Date of the Plan was May 14, 2014. INT'L MANUFACTURING: Sept. 18 Tribe Bankruptcy Appeal Hearing ------------------------------------------------------------- Judge William B. Shubb of the U.S. District Court for the Eastern District of California issued an order rescheduling the hearing date on the Bankruptcy Appeal filed by Jamestown S'Klallam Tribe from August 21, 2017, to Sept. 18, 2017, at 1:30 PM (PST). The appeals case is JAMESTOWN S'KLALLAM TRIBE, Appellant, v. BEVERLY N. McFARLAND, Chapter 11 Trustee, International Manufacturing Group, Inc., Appellee, Case No. 2:17-cv-00293-WBS (E.D. Cal.). The adversary proceeding is JAMESTOWN S'KLALLAM TRIBE, Appellant, v. BEVERLY N. McFARLAND, Chapter 11 Trustee, International Manufacturing Group, Inc., Appellee, Adv. No. 16-02090 (Bankr. E.D. Cal.). The bankruptcy case is In re INTERNATIONAL MANUFACTURING GROUP, INC., Debtor. JAMESTOWN S'KLALLAM TRIBE, Appellant, v. BEVERLY N. McFARLAND, Chapter 11 Trustee, International Manufacturing Group, Inc., Appellee, Case No. 14-25820-D11 (E.D. Cal.). A copy of Judge Shubb's Order is available at https://is.gd/gFPIZb from Leagle.com. Jamestown S'Klallam Tribe, Appellant, represented by Daniel A. Brown --dbrown@williamskastner.com-- Williams Kastner & Gibbs PLLC, pro hac vice. Jamestown S'Klallam Tribe, Appellant, represented by Julie E. Oelsner --joelsner@weintraub.com-- Weintraub Tobin Chediak Coleman Grodin Law Corporation & Shawn B. Rediger -- srediger@williamskastner.com -- Williams Kastner & Gibbs PLLC, pro hac vice. Beverly N. McFarland, Appellee, represented by Christopher Daniel Sullivan -- csullivan@diamondmccarthy.com -- Diamond McCarthy LLP. California Bank & Trust, Appellee, represented by Julie E. Oelsner, Weintraub Tobin Chediak Coleman Grodin Law Corporation. Bank of America, N.A., Appellee, represented by Brian Michael Metcalf, O'Melveny & Myers LLP. International Manufacturing Group, Inc., Debtor, represented by Marc Caraska -- marc@caraskalaw.com -- Law Office Of Marc A. Caraska. ZB, N.A., Creditor, represented by Joel Gregory Samuels -- jsamuels@buchalter.com -- Buchalter Nemer & Peter G. Bertrand, Buchalter Nemer. Tracy Hope Davis, Trustee, represented by Judith C. Hotze, United States Trustee's Office. About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. Mr. Wannakuwatte initiated his personal Chapter 11 case on May 30, 2014. Hank Spacone was appointed as trustee for Wannakuwatte's Chapter 11 estate. Betsy Kathryn Wannakuwatte and Sarah Kathryn Wannakuwatte also have pending Chapter 7 cases. Mr. Wannakuwatte also submitted a Chapter 11 bankruptcy petition for IMG on May 30, 2014 (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento. The case is assigned to Judge Robert S. Bardwil. The Debtor tapped Marc A. Caraska, in Sacramento, as counsel. In June 2014, Beverly N. McFarland was appointed as Chapter 11 trustee for IMG. She tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as Her special litigation counsel; Gabrielson & Company as accountant; and Karen Rushing as bookkeeper outside the ordinary course of business. The U.S. Trustee for Region 7 appointed a three-member unsecured creditors panel in IMG's case comprising of Byron Younger, Janine Jones, and Steve Whitesides. INTERNATIONAL WESTERN: Operation Losses Raise Going Concern Doubt ----------------------------------------------------------------- International Western Petroleum, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $301,429 on $19,979 of total revenue for the three months ended May 31, 2017, compared with a net loss of $208,194 on $26,381 of total revenue for the same period in 2016. The Company's balance sheet at May 31, 2017, showed $1,131,740 in total assets, $660,228 in total liabilities, and a stockholders' equity of $471,512. The Company has generated net loss of $301,429 and cash flows used in operations of $173,676 during the three months ended May 31, 2017. Since, the Company has incurred losses from operations and has negative operating cash flows, which raises substantial doubt about its ability to continue as a going concern. Management has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company will be required to raise additional funds to fully execute its business plan, however, the Company believes it has sufficient cash on hand and limited near term obligations to sustain its current operations for the next twelve months. A copy of the Form 10-Q is available at: http://bit.ly/2uMp8PG International Western Petroleum, Inc., engages in the acquisition, exploration, and development of crude oil and natural gas properties in Texas. Its principal properties are located in the Ellenberger formation in Coleman County, Texas. The company was founded in 2014 and is based in Irving, Texas. JEFFREY EKIERT: Sale of West Palm Beach Property Denied ------------------------------------------------------- Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida denied Jeffrey Eugene Ekiert's sale of real property located at 932 McIntosh Street, West Palm Beach, Florida, for failure to submit a proposed order. On May 26, 2017, the Court entered an Order Granting Motion To Reopen Administratively Closed Case. On June 6, 2017, it held a hearing on the Motion to Sell and orally granted the Motion to Sell, and instructed the Debtor's counsel, David L. Merrill, Esq., to submit an order to that effect. However, as of the date of entry of the Order, no such order has been submitted. The Clerk of Court will re-close the case. The Court will not consider reopening the case without the filing of another reopening fee. If counsel who filed the Motion to Sell files a new motion requesting the same or substantially similar relief, counsel will not charge for any fees or expenses in connection with the preparation or filing of such substitute motion including, without limitation, any filing or reopening fee. Jeffrey Eugene Ekiert sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-27647) on July 23, 2012. The Debtor can be reached at: Jeffrey Eugene Ekiert 5073 Sequoia Court Export, PA 15632 KATY INDUSTRIES: Closes Sale of All Assets to Jansan Acquisition ---------------------------------------------------------------- Katy Industries, Inc., and affiliates filed a notice with the U.S. Bankruptcy Court for the District of Delaware of closing of the sale of substantially all assets to Jansan Acquisition, LLC, for an aggregate amount equal to (i) the assumption of the Encina Obligations, which amount will be reduced by any prepayments; plus (ii) a credit bid in the amount outstanding under the $7.5 million secured DIP credit facility at the time of the Closing; plus (iii) a credit bid in the amount of the Second Lien Debt; plus (iv) the Assumed Liabilities; plus (v) the Wind Down Reserve; plus (vi) $975,000 less any applicable credits set forth in that certain engagement letter agreement by and between Katy Industries and Lincoln Partners Advisors made and entered into as of March 16, 2017 as amended by the Order entered by the Bankruptcy Court on June 19, 2017 approving the retention of Lincoln as investment banker for the Company; plus (vii) in the event a Qualified Bidder other than the Purchaser is the Successful Bidder. On July 18, 2017, the Court entered the Sale Order authorizing and approving, among other things, the sale of substantially all of the Debtors' assets and the assumption and assignment of certain executory contracts and unexpired leases to the Purchaser. On July 21, 2017, the Debtors and the Purchaser closed on the Sale in accordance with the terms of the Amended and Restated Asset Purchase Agreement, dated as of June 21, 2017. About Katy 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 sought Chapter 11 protection (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 DLA Piper LLP (US) as counsel; and Lincoln Partners Advisors LLC as their investment banker. On May 26, 2017, the Office of the U.S. Trustee appointed seven members to the statutory committee of unsecured creditors in the Debtors' cases. The Committee retained Drinker Biddle & Reath LLP as counsel. KINGRIDGE ENTERPRISES: Wants to Use Iberia Bank's Cash Collateral ----------------------------------------------------------------- Kingridge Enterprises Inc. asks for permission from the U.S. Bankruptcy Court for the Eastern District of Kansas to (i) pay: (a) postpetition employee wages, salaries and related items; (b) postpetition employee business expenses; and (c) all costs and expenses incident to the operation of the business in the ordinary course of business; and (ii) use cash collateral, if any, to pay the ongoing business expenses in the normal course of business. The Debtor believes that Iberia Bank is the only creditor will assert interest in the Debtor's cash collateral. The Debtor has several construction project underway with the Arkansas State Highway Department and two project that are about to start for which the Debtor requires the use of cash collateral to continue all necessary business operations and to honor its contractually obligations to complete construction projects with the Arkansas State Highway Department. The Debtor currently employs 10 people. These employees are paid hourly and Mark Gregory Jackson is paid $500 per week and the Debtor's payroll averages $5,000 per week. The Debtor believes that it is in the best interests of its estate to honor all of the prepetition and postpetition employees and accrued wages due and owing to employees to the extent the Debtor deems it practicable and desirable, on a day-to-day basis, in the ordinary course of business. The Debtor intends to pay the obligations using cash that is generated through revenues from its construction projects. The Debtor believes that the cash may represent a perfected security interest in the Debtor's accounts receivables by Iberia Bank, and, therefore, may be considered cash collateral. However, out of an abundance of caution to the extent that the cash does constitute cash collateral, the Debtor also seeks authority to use cash collateral. In order to maintain the continuity of the Debtor's businesses and to preserve the morale of the Debtor's labor force, it is important that the Debtor be permitted to pay its employees' their wages, unreimbursed expenses, employee benefits, and other payments in the ordinary course of business. The Debtor says it would create a substantial hardship on the employees if they were to lose (or suffer delay in receiving) their pay or benefits. Moreover, the Debtor's ability to preserve its operations and assets and ultimately reorganize will be affected adversely if it is unable to retain the support and loyalty of their employees and complete the construction contracts on a timely basis. The Debtor says it does not intend to assume any executory obligations. Rather, the Debtor intends, in its discretion and in the exercise of its business judgment, to maintain its current staff and policies consistent with prior employment and personnel policies pending further business decisions relevant to the Debtor's reorganization. The Debtor explains that the continued services and cooperation of the employees is integral and necessary to the Debtor's ongoing operations. If the Debtor is unable to assure its employees that they will be paid timely, or if employees are not immediately assured of uninterrupted, critical benefit payments to which they are entitled, the Debtor's operations could suffer immediate and irreparable harm due to employee resentment, resignations, loss of good will and disruption of employee morale. Moreover, replacing employees who may leave the Debtor's employ if the relief requested herein is not granted would be expensive and disruptive because the employees are skill craft persons to the Debtor's businesses and its reorganization efforts. Payment of employee wages, unreimbursed expenses, and employee benefits in this case will have little, if any, impact on the payment of other creditors' claims. The Debtor tells the Court that it is without adequate funds, absent access to the cash collateral. The Debtor thus requests emergency, interim authorization to use cash Collateral in the amount of $35,000 for the limited purpose of paying employee obligations and expenses of operation. The Debtor requires the interim use of cash collateral to meet its postpetition payroll obligations and salaries and for costs of operations. The Debtor's failure to timely pay such items would result in immediate and irreparable harm to its estate. Because the Debtor's request for interim authorization seeks the use of only that amount of cash collateral as is necessary to avoid immediate and irreparable harm to its estate pending a final hearing, its request complies with Rule 4001 (b)(2). The Debtor says that granting Iberia Bank a replacement lien on post-petition collateral to the extent its prepetition collateral is diminished by the Debtor's use of cash collateral provides the bank with adequate protection. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/areb17-13560-27.pdf About Kingridge Enterprises Headquartered in Little Rock, Arizona, Kingridge Enterprises Inc. is a minority commercial construction company primarily engaged in highway construction. Kingridge Enterprises filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ark. Case No. 17-13560) on June 26, 2017, estimating its assets and liabilities at up to $50,000 each. Sheila F. Campbell, Esq., at Sheila Campbell, P.A., serves as the Debtor's bankruptcy counsel. KODI DISTRIBUTING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Kodi Distributing LLC as of July 26, according to a court docket. About Kodi Distributing Established in 2009, Kodi Distributing, LLC, is an online distributor of adult products including sex toys, penis pumps, vibrators, dildos and more. The Company is headquartered in Phoenix, Arizona. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-07048) on June 21, 2017, listing $751,274 in total assets and $854,587 in total liabilities as of May 31, 2017. The petition was signed by Narongyos Santadsin, managing member. Judge Eddward P. Ballinger Jr. presides over the case. Krystal Marie Ahart, Esq., at James F. Kahn, P.C., serves as the Debtor's bankruptcy counsel. KONA GOLD: Taps J. Craig Demetras as Legal Counsel -------------------------------------------------- Kona Gold LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire the Law Offices of J. Craig Demetras to, among other things, give legal advice regarding its duties under the Bankruptcy Code; examine claims of creditors; and negotiate with creditors for a plan of reorganization. J. Craig Demetras, Esq., who will be handling the case, will be paid an hourly fee of $400. Meanwhile, the firm will charge $225 per hour for paraprofessional services. Demetras received a retainer from the Debtor in the amount of $6,783. The firm does not represent any creditor or other party in the Debtor's bankruptcy case, according to court filings. The firm can be reached through: J. Craig Demetras, Esq. Law Offices of J. Craig Demetras 230 E. Liberty St. Reno, NV 89501 Tel: (775) 348-4600 Email: mail@demetras-oneill.com About Kona Gold LLC Kona Gold, LLC owns a property located at 115 & 139 State Route 341 Mound House, Nevada. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-50562) on May 4, 2017. Steve Davis, manager, signed the petition. At the time of the filing, the Debtor estimated less than $1 million in assets and $1 million to $10 million in liabilities. Judge Bruce T. Beesley presides over the case. On June 30, 2017, the U.S. Trustee for Region 17 appointed an official committee of unsecured creditors. L&N TWINS: Sale of Pleasantville Property to Mishto for $1.5M ------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized L&N Twins Place, LLC's sale of real property located at 2-4 Virginia Place, Pleasantville, New York, to Agata Mishto for $1,490,000. The public auction for the Property was held on July 27, 2017. The Buyer submitted the highest bid and L&N Twins Place of Pleasantville, LLC, submitted the second highest bid. The sale is free and clear of all liens, claims, interests, and encumbrances. In the event the foregoing sale to Mishto does not timely close, the Debtor is authorized to sell the Property free and clear of all Liens and Claims to the Back-Up Bidder under the terms of the Contract (except that the Back-Up Bidder will have 14 days to close from the date that it is informed of the Debtor's intention to close on the sale of the Property with the Back-Up Bidder) for the purchase price of $1,480,000. At the closing of the sale of the Property, the Debtor is authorized to pay reasonable, ordinary and customary closing costs from the sale proceeds directly related to the sale including, but not limited to, transfer taxes and reasonable title charges. The sale proceeds equal to the amount of any known commissions that may be due any real estate broker or co-broker on account of the sale will be held in escrow by Reich, Reich & Reich, P.C., counsel for the Debtor, until such time as said real estate broker's retention and fee application are approved by the Court, at which time the Reich Firm is authorized to pay the allowed commission from such sale proceeds in escrow. The Debtor is further authorized and directed to pay, from the next sale proceeds at the closing of the sale of the Property, any undisputed debts secured by a valid, perfected and enforceable lien on the Property, in the order of priority of such liens. If the amount of any lien on the Property is disputed in good faith, the Debtor will place such disputed amount of sale proceeds in escrow with the Reich Firm subject to further order of the Court or resolution by the parties, and such escrow will be deemed payment for purposes of the issuance of title insurance. Any proceeds realized from the closing not previously addressed will be held in escrow by the Reich Firm subject to further order of the Court. David Balaj is authorized to execute any and all documents necessary to effectuate the foregoing sale. Alexander Zadrima, Esq., is directed to return to 1111 Westchester, LLC no later than Aug. 2, 2017 the contract deposit in the amount of $127,000. Within 10 days after the closing of the foregoing sale, counsel for the Debtor will file a closing statement with the Court and serve a copy on the Office of the United States Trustee. The 14-day stay of the Order under Fed. R. Bankr. P. 6004(h) is waived, for cause, and the Order is effective immediately upon its entry. About L&N Twins Place L&N Twins Place, LLC, a single asset real estate, as defined in 11 U.S.C. Section 101(51B), owns a multi-family residential building located at 2-4 Virginia Place, Pleasantville, New York, valued at $1.27 million. L&N Twins Place sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-22758) on May 23, 2017. The petition was signed by David Balaj, managing member. The Debtor disclosed assets at $1.28 million and liabilities at $650,449. Judge Robert D. Drain is assigned to the case. The Debtor tapped Jeffrey A. Reich, Esq., at Reich Reich & Reich, P.C., as counsel. LA PALOMA GENERATING: Court Extends Plan Filing Period to August 7 ------------------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has entered a Second Order extending the exclusive periods during which La Paloma Generating Company, and its affiliated debtors may file a Chapter 11 plan and solicit acceptances for that plan through and including August 7, 2017 and October 6, 2017, respectively. The Troubled Company Reporter has previously reported that the Debtors sought for 60-days extension of their exclusive periods in order to give them more time to continue their efforts and realize the fruits of their labor. Specifically, the Debtors explained that they have previously requested the Court to exercise its authority to hear a dispute concerning the taxable value of the Debtors' generation facility. Consequently, the Court agreed that the Debtors will have an opportunity to obtain an expeditious judicial determination of the Debtors' tax liability, which could result in the Debtors recovering more than $14 million in tax refund. In addition, the Debtors told the Court that they have negotiated an amendment to their Maintenance Agreement with Alstom Power that will result in significant savings to the estate and enhance the Debtors' profitability going forward. The Debtors said they have been under Chapter 11 protection for less than six months, and have used this time to kick off substantive plan negotiations and engage with all major creditor groups and enhance the value of their assets. The Debtors told the Court that during that time, among other things, they have: (a) negotiated several consensual financing orders to ensure that the Debtors have access to the funds necessary to operate their business and pay the administrative expenses of these Chapter 11 cases; (b) engaged all of their key stakeholders in discussions concerning potential Chapter 11 plan structures; and (c) worked to monetized assets and restructure important vendor and other contractual relationships with a view toward maximizing the value of their business. About La Paloma Generating Company La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC, filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec. 6, 2016. The Hon. Christopher S. Sontchi presides over the cases. The petitions were signed by Niranjan Ravindran, as authorized person. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North America, LLC, as financial advisor. La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Maria Aprile Sawczuk has been appointed fee examiner in the bankruptcy case. LB STEEL: Walsh Construction Loses Bid to Dismiss 2nd Suit ---------------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois denied Walsh Construction Company's motion to dismiss the complaint filed by LB Steel, LLC. LB Steel filed an adversary complaint against Walsh seeking to avoid and recover certain funds deposited with the Clerk of the Circuit Court of Cook County. Walsh then filed a motion to dismiss the complaint. Walsh's primary argument is that the Debtor's Second Adversary complaint should be dismissed in its entirety because it is barred by the prohibition against claim-splitting under the doctrine of res judicata. Specifically, Walsh contends that litigation of the claims now asserted by the Debtor is foreclosed by res judicata because the Debtor could have, but chose not to, allege those claims in the First Adversary complaint. In response, the Debtor argues both that Walsh has failed to establish the elements required under res judicata and that two exceptions to the doctrine apply here, thus precluding application of res judicata to this action. The Court finds that res judicata is inapplicable to the Debtor's instant claims based on the "statutory scheme exception." Despite the presence of the three elements required for res judicata, the Debtor argues that two exceptions to the doctrine apply here. First, the Debtor contends that there is a "declaratory judgment exception" that prevents the application of res judicata to its suit. Second, the Debtor relies on a "statutory scheme exception" that allows plaintiffs to split their claims. Analyzing the arguments, Judge Baer finds that because the First Adversary complaint included a request for both declaratory and coercive relief and the Debtor was not the prevailing party in that action, the Debtor cannot invoke the Declaratory Judgment Exception to circumvent the application of res judicata. Judge Baer also finds that the purposes of res judicata would not be served by barring the Debtor's claims in the Second Adversary and that applying the doctrine here would be inequitable. Accordingly, the Court holds that the Statutory Scheme Exception applies here, and the Debtor's First Adversary does not, under the doctrine of res judicata, bar its subsequent complaint in the Second Adversary. Walsh asks the Court, in the alternative, to abstain from making a decision under 28 U.S.C. section 1334(c)(1), because the appeal of the Judgment Order is pending in the Circuit Court. Specifically, Walsh argues that abstention is warranted here because the relief that the Debtor seeks in the Second Adversary complaint is "inextricably intertwined" with the Judgment Order now on appeal. The Court does "not overlook the heavy obligation to exercise jurisdiction." The situation in this particular case, however, justifies the Court's abstention until the appellate court makes its decision. For this reason, the abstention that the Court will order will provide for a stay of the Second Adversary proceeding until the state court resolves the appeal. By staying, rather than dismissing, the adversary, the Court will retain jurisdiction in case the resolution of the state court appeal necessitates further action here. Accordingly, the Court, in its discretion, abstains from resolving the dispute at bar until the appeal in the state court has been resolved. At that time, further proceedings in this Court will be conducted, if necessary, leading to an ultimate disposition of the Debtor's Second Adversary complaint. For the foregoing reasons, Judge Baer finds that the Statutory Scheme Exception precludes the application of res judicata to bar the Debtor's Second Adversary proceeding and, thus, Walsh's motion to dismiss is denied. In its discretion, the Court abstains from conducting further proceedings in connection with the Second Adversary until the state court has rendered its decision on the appeal of the Judgment Order. A separate order will be entered consistent with this Memorandum Opinion. The adversary proceeding is LB STEEL, LLC, Plaintiff, v. WALSH CONSTRUCTION COMPANY, Defendant, Adv. No. 16-00727 (Bankr. N.D. Ill.). A full-text copy of Judge Baer's Memorandum Opinion is available at https://is.gd/KjtQen from Leagle.com. LB Steel, LLC, Debtor, represented by Daniel P. Dawson -- ddawson@nisen.com -- Nisen & Elliott, LLC, David J. Gold – Dgold@perkinscoie.com -- Perkins Coie LLP, David K. Welch -- dwelch@craneheyman.com -- Crane Heyman Simon Welch & Clar & Daniel A. Zazove – Dzazove@perkinscoie.com -- Perkins Coie LLP. The Official Committee of Unsecured Creditors', Creditor Committee, represented by Rosanne Ciambrone -- rciambrone@duanemorris.com -- Duane Morris LLP, Anand C. Mathew -- amathew@honigman.com -- Honigman Miller Schwartz and Cohn LLP, Matthew A. Olins -- maolins@duanemorris.com -- Duane Morris LLP, Robert J. Palmersheim -- rpalmersheim@honigman.com -- Honigman Miller Schwartz and Cohn LLP, John R. Weiss – jweiss@duanemorris.com -- Duane Morris LLP & Keri L. Wintle – kwintle@duanemorris.com -- Duane Morris LLP. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor has engaged Perkins Coie LLP as counsel; Nisen & Elliott, and Crane Heyman Simon Welch & Clar, both as special counsel; Livingstone Partners LLC as investment banker; and Garden City Group LLC as notice, claims and balloting agent. Judge Janet S. Baer is assigned to the case. The Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. The creditors are Janco Steel LTD, Welding Industrial Supply Co., SSAB Americas, The Walsh Group and EVRAZ North America. The unsecured creditors' committee has engaged Duane Morris LLP as counsel, and Honigman Miller Schwartz and Cohn LLP as special counsel. LEHMAN BROTHERS: Court Approves RMBS Trust Settlement Agreement --------------------------------------------------------------- Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York issued an order approving the RMBS Trust Settlement Agreement finding that the agreement is reasonable, fair and equitable and supported by adequate consideration. Upon the motion, dated April 27, 2017, of Lehman Brothers Holdings Inc. as Plan Administrator under the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and Its Affiliated Debtors, on behalf of itself and the other affiliated debtors in the above-captioned cases , pursuant to rule 9019(a) of the Federal Rules of Bankruptcy Procedure and section 105(a) of title 11 of the United States Code for approval of that certain RMBS Trust Settlement Agreement entered into as of November 30, 2016, and modified as of March 17, 2017 by and among the LBHI Debtors, the Institutional Investors and the Accepting Trustees; and this Court having conducted a hearing to consider the Motion on July 6, 2017, Judge Chapman finds and determines that: -- Each of the Accepting Trustees acted within the bounds of its discretion, reasonably, and in good faith with respect to its evaluation and acceptance of the RMBS Settlement Agreement concerning the applicable Accepting Trust. -- The Court has applied the factors outlined by the Second Circuit in Iridium, the leading case on the standard for approving Bankruptcy Rule 9019 settlements in the Second Circuit, and concludes that each of the Iridium factors applicable to the Motion weighs in favor of approving the RMBS Settlement Agreement. -- In sum, the Plan Administrator has determined to seek to have this Court estimate and allow the Covered Loan Claims at $2.416 billion, rather than at some lesser amount that the Plan Administrator believes it may be able to achieve, but subject to the Accepting Trustees' right to seek a higher amount, because the Plan Administrator believes this is a fair resolution after taking into account all of the foregoing. Judge Chapman agrees. The Plan Administrator's determination to request allowance at $2.416 billion is a reasonable determination in view of the wide range of potential outcomes and the time and expense that will be saved by the Estimation Process. -- Accordingly, each of the Plan Administrator and the other LBHI Debtors has acted in good faith and exercised sound business judgment in connection with its determination to enter into and execute the Settlement Agreement. Approval of the RMBS Settlement Agreement is in the best interests of the LBHI Debtors, their respective estates and creditors. In light of this, Judge Chapman grants the motion and approve the agreement. The Order and the RMBS Settlement Agreement are binding and effective on the LBHI Debtors, the Institutional Investors, and the Accepting Trustees, as well as any successor to any of the forgoing. A full-text copy of Judge Chapman's Order is available at https://is.gd/Ouic0Q from Leagle.com. Lehman Brothers Holdings Inc., Debtor, represented by Adam M. Bialek -- abialek@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Jerrold Lyle Bregman, Ezra Brutzkus Gubner LLP, David S. Cohen -- david.s.cohen@drexel.edu -- Milbank, Tweed, Hadley & McCloy LLP, Todd G. Cosenza -- tcosenza@willkie.com -- Willkie Farr & Gallagher LLP, Christopher J. Cox -- chris.cox@weil.com -- Weil, Gotshal & Manges LLP, William F. Dahill -- wdahill@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Brijesh P. Dave, Lehman Brothers Holdings, Inc., Scott I. Davidson -- sdavidson@kslaw.com -- King & Spalding LLP, Paul R. DeFilippo -- pdefilippo@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Joshua Dorchak -- joshua.dorchak@morganlewis.com -- Morgan, Lewis & Bockius LLP, Sarah Efronson -- sefronson@jonesday.com -- Jones Day, Garrett A. Fail -- garrett.fail@weil.com -- Weil, Gotshal & Manges LLP, John D. Giampolo -- jgiampolo@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Cindi Giglio -- cgiglio@curtis.com -- Curtis, Mallet-Prevost, Colt & Mosle LLP, Lynn P. Harrison, III, Curtis, Mallet-Prevost, Colt & Mosle, LLP, Diane Harvey, Weil Gotshal & Manges LLP, Jonathan S. Henes -- jonathan.henes@kirkland.com -- Kirkland & Ellis LLP, I-Heng Hsu, Jones Day, Thomas T. Janover -- tjanover@kramerlevin.com -- Kramer Levin Naftalis & Frankel LLP, James N. Lawlor -- jlawlor@wmd-law.com -- Wollmuth Maher & Deutsch, LLP, Robert J. Lemons -- robert.lemons@weil.com -- Weil Gotshal & Manges, LLP, Mara R. Lieber -- mlieber@wmd-law.com -- Wollmuth Maher & Deutsch LLP, William A. Maher -- wmaher@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Jacqueline Marcus -- jacqueline.marcus@weil.com -- Weil Gotshal & Manges, LLP, Arthur J. Margulies, Jones Day, Harvey R. Miller -- harvey.miller@weil.com -- Weil, Gotshal & Manges, LLP, Ralph I. Miller -- ralph.miller@weil.com -- Weil, Gotshal & Manges, LLP, Thomas M. Mullaney, Paul B. O'Neill, Kramer Levin Naftalis & Frankel LLP, Steven J. Reisman -- sreisman@curtis.com -- Curtis, Mallet-Prevost, Colt & Mosle LLP, Michael A. Rollin -- mrollin@rbf.law -- Rollin Braswell Fisher LLC, Benjamin Rosenblum -- brosenblum@jonesday.com -- Jones Day, Andrew J. Rossman -- andrewrossman@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP, Laura Washington Sawyer -- lwsawyer@jonesday.com -- Jones Day, Shai Waisman -- swaisman@weil.com -- Weil, Gotshal & Manges, LLP & Jane Rue Wittstein -- jruewittstein@jonesday.com -- Jones Day. James W. Giddens, as Trustee for the SIPA Liquidation of Lehman Brothers Inc., Trustee, represented by Jeffrey R. Coleman, Hughes Hubbard & Reed LLP, James C. Fitzpatrick -- james.fitzpatrick@hugheshubbard.com -- Hughes Hubbard & Reed LLP, Christopher K. Kiplok -- chris.kiplok@hugheshubbard.com -- Hughes Hubbard & Reed LLP, Sarah K. Loomis Cave -- sarah.cave@hugheshubbard.com -- Hughes Hubbard & Reed, LLP, Daniel Steven Lubell -- daniel.lubell@hugheshubbard.com Hughes Hubbard & Reed, LLP, William R. Maguire -- william.maguire@hugheshubbard.com -- Hughes Hubbard & Reed LLP, Jeffrey S. Margolin --jeffrey.margoling@hugheshubbard.com -- Hughes Hubbard & Reed & Neil J. Oxford -- neil.oxford@hugheshubbard.com Hughes Hubbard & Reed LLP. TMI Trust Company, c/o Seward & Kissel LLP, Trustee, represented by M. William Munno -- munno@sewkis.com -- Seward & Kissel. United States Trustee, U.S. Trustee, represented by Andrea Beth Schwartz -- andrea.b.schwartz@usdoj.gov -- U.S. Department of Justice & Andrew D. Velez-Rivera -- andy.velez-rivera@usdoj.gov -- Office of the U.S. Trustee. Epiq Bankruptcy Solutions, LLC Claims Agent, Claims and Noticing Agent, represented by Ron Jacobs, Jacobs, Walker, Rice & Barry, LLC. Mizuho Bank Ltd., formerly known as Mizuho Corporate Bank, Ltd., Cred. Comm. Chair, represented by Mark A. Speiser -- mspeiser@stroock.com -- Stroock & Stroock & Lavan LLP. Liquidators of Lehman Brothers Australia Limited, Liquidator, represented by David R. Seligman -- david.seligman@kirkland.com -- Kirkland & Ellis LLP & James H.M. Sprayregen -- james.sprayregen@kirland.com -- Kirkland & Ellis LLP. Official Committee of Unsecured Creditors, Creditor Committee, represented by Robert K. Dakis -- rdakis@morrisoncohen.com -- Morrison Cohen LLP, Dennis F. Dunne -- ddunne@milbank.com -- Milbank, Tweed, Hadley & McCloy LLP, Tyler Whitmer -- tylerwhitmer@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP & Eric D. Winston -- ericwinston@quinnemanuel.com -- Quinn Emanuel Urquhart Oliver & Hedges LLP. Joanna Baricevic, Creditor Committee, represented by Bruce J. Duke. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2016, the team winding down LBHI paid $3.8 billion to creditors, the 11th distribution since Lehman's collapse in 2008. This brought the total payout to more than $113.6 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 11th distribution raised the bondholders' recovery to more than 40 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 79 cents on the dollar. Lehman's aggregate 12th distribution to unsecured creditors pursuant to its confirmed Chapter 11 plan will total approximately $3.0 billion. LOMBARD PUBLIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Lombard Public Facilities Corporation c/o Donald Renner, Esq. KLEIN, THORPE AND JENKINS, LTD. 20 North Wacker Dr., Suite 1660 Chicago, IL 60606 Type of Business: The Lombard Public Facilities Corporation was established in 2003 by the Lombard Village to finance the construction of a hotel and convention center, and is the owner of the hotel and convention center for as long as any bonds remain outstanding. At such time as the bonds are paid off, ownership of the hotel and convention center is transferred to the Village. The hotel and convention center, which opened in 2007, includes 500 guest rooms and 39,000 square feet of flexible meeting space with two full- service restaurants. Chapter 11 Petition Date: July 28, 2017 Case No.: 17-22517 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Brad Berish, Esq. ARDC ADELMAN & GETTLEMAN, LTD. 53 W Jackson Blvd Rm 1050 Chicago, IL 60604 Tel: 312 435-1050 E-mail: bberish@ag-ltd.com Steven B Chaiken, Esq. ADELMAN & GETTLEMAN, LTD. 53 W Jackson Blvd, Ste. 1050 Chicago, IL 60604 Tel: 312 435-1050 Fax: 312 435-1059 E-mail: schaiken@ag-ltd.com - and - Henry B. Merens, Esq. ADELMAN & GETTLEMAN, LTD. 53 W. Jackson Blvd. Chicago, IL 60604 Tel: 312 435-1050 E-mail: hbm@ag-ltd.com Estimated Assets: $10 million to $50 million Estimated Debts: $100 million to $500 million The petition was signed by Paul Powers, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ilnb17-22517.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amalgamated Bank of Chicago Bond Debt $211,652,474 (Indentured Trustee) * c/o Schiff Hardin 666 Fifth Ave., Suite 1700 New York, NY 10103 Contact: Louis T. Delucia Tel: (212)745-0853 Email: ldelucia@schiffhardin.com MidAmerica Hotel Partners LLC Asset $7,099,724 52 S. Washington Suite 201 Management Hinsdale, IL 60521 Agreement Contact: Tom McGuigan Tel: (630)621-0026 Email: tom2121@aol.com Westin Management Company Hotel $5,580,919 North c/o Starwood Hotels & Management Resorts Worldwide, Inc Agreement 111 Westchester Ave. White Plains, NY 10604 Contact: John Monaghan Tel: (617)573-5834 Email: john.monaghan@hklaw.com ACA Financial Guaranty Corporation Surety $1,100,000 555 Thodore Fremd, Suite C-205 Bond Rye, NY 10580 Contact: Maria Cheng Tel: (212)375-2470 Email: mcheng@aca.com Cathay Pacific Airways Par Diem $230,000 Email: donald_morris@cathaypacific.com Deposit Homefield Energy & Dynegy, Inc. Accrued $105,000 Email: angie.ward@dynegy.com Utility PSAV Presentation Services Trade Debt $55,810 Email: sbryant@psav.com US Foodservice, Inc. Trade Debt $49,089 Email: leon.melissas@usfoods.com Edward Foundation Advance Deposit $45,000 Email: mmoreno@edward.org Andrew Wommack Ministires, Inc. Advance Deposit $42,818 Email: carlie@awmi.net Village of Lombard Email: waterbilling@villageoflombar Accrued Utility $36,928 d.org American Hotel Register Trade Debt $36,205 Email: arremittenance@americanhotel.com Howard Lapping Advance Deposit $36,000 Email: hlapping13@comcast.net Northwestern Memorial Foundation Advance Deposit $35,000 Email: holly_kulikowski@cdh.org Constellation Newenergy Trade Debt $34,528 Email: home@constellation.com Nikki Patel Advance Deposit $32,000 Email: nikkipatel86@gmail.com Iris Sagrado Advance Deposit $30,111 Email: irisajwed@gmail.com Iron Workers Local 63 Union Advance Deposit $30,000 Email: admin@iwlocal63.com Chicago Regional Council Of Advance Deposit $30,000 Carpenters Local 1185 Email: jpeters@carpentersunion.org Kali Sarcinella and Advance Deposit $27,500 Nicholas Ciaglia Email: kesarcinella@gmail.com LUCKY # 5409: Wants Exclusive Plan Filing Deadline Moved to Nov. 13 ------------------------------------------------------------------- Lucky # 5409, Inc., and Azhar H. Chaudhry ask the U.S. Bankruptcy Court for the Northern District of Illinois to extend their exclusive right to file and confirm Chapter 11 plans of reorganization to and including Nov. 13, 2017, and Jan. 13, 2018, respectively. The Debtors also ask the Court to set a status hearing in the Debtors' Chapter 11 case and the adversary proceeding against International House of Pancakes (16-ap-00547) for Aug. 24, 2017. As reported by the Troubled Company Reporter on May 8, 2017, the Court extended, at the behest of the Debtors, the exclusive periods to file and confirm Chapter 11 plans of reorganization to and including Aug. 8, 2017, and Oct. 6, 2017, respectively. The Debtors now require a further extension of the exclusive periods to file and confirm a Chapter 11 plan to allow for the resolution of their litigation with IHOP in the related adversary proceeding [Adv. No. 16-00547]. The outcome of the adversary case will directly affect the substance of the Debtor's Chapter 11 plan. The Debtors cannot file and confirm a Chapter 11 plan until the adversary case is resolved. IHOP's counsel has advised the Debtors' counsel that IHOP has no objection to the extension requested. The Debtors say that the adversary proceeding between the Debtors and IHOP directly affects the substance of the Debtor's Chapter 11 plan. Until the adversary case is resolved, the Debtors cannot submit or confirm a plan. The Debtors state that they should not lose one of their most important tools as debtors in possession because of the outstanding litigation with IHOP. About Lucky # 5409 Azhar Chaudhry is an individual and franchisee of an International House of Pancakes restaurant located at 7240 W. 79th Street, Bridgeview, Illinois 60455 (IHOP-Bridgeview). IHOP-Bridgeview is operated through the corporate entity, Lucky # 5409, Inc. Chaudhry is the sole shareholder and president of Lucky. IHOP Bridgeview's day-to-day operations are run by the restaurant's manager, Ron Matin. Lucky # 5409, Inc., and Azhar Chaudhry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-16264 and 16-16273) on May 13, 2016. The cases are jointly administered under Case No. 16-16264. The petitions were signed by Azhar M. Chaudhry, president. The Debtors estimated assets at $500,001 to $1 million and liabilities at $100,001 to $500,000 at the time of the filing. The Debtors are represented by Kevin H. Morse, Esq., at Arnstein & Lehr LLP. The Debtors hired Tax Consulting Inc. as accountant. M2J2 LLC: Selling Bedford Property to Ceci for $2 Million --------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Aug. 22, 2017, at 10:00 a.m., to consider M2J2, LLC's sale of commercial real property located at 97 Bedford Banksville Road, Bedford, New York, to Benedetto Ceci or an entity to be formed by them for $2,050,000. Objections, if any, must be filed no later than three business day prior to the hearing date. At the time of filing, the Debtors owned the Property. The major purpose of the Chapter 11 was to stay a pending foreclosure action, in order to sell the Property to preserve the expected equity. The Debtor has negotiated a contract for the sale of the Property land for a purchase price of $2,050,000. The closing is anticipated to occur no later than Aug. 15, 2017 at 10:00 a.m. The sale proceeds will be sufficient to pay off the mortgage, which is the only known lien. A copy of the Agreement attached to the Notice is available for free at: http://bankrupt.com/misc/M2J2_LLC_48_Sales.pdf On the Petition Date, the Debtor was indebted to Farm Credit East, ACA in the approximate amount of $1,104,500. Applications to retain the real estate broker and real estate counsel have been approved and Orders approving retention have been entered. The retention Order for the real estate broker, Garry Klein, of Houlihan Lawrence Commercial Group, allows for compensation pursuant to the Exclusive Right to Sell Listing Agreement. The Agreement provides for a 6% commission when there is a co-broker. The co-broker is Greg Silver of Silver Properties, LLC, and it is requested that as part of the approval, that Debtor be authorized to pay the brokerage commission, per the listing agreement, 6%. It is further requested that the legal fees earned by Peter Spino, Esq., in representing the Debtor in negotiating the Contract and for services through closing be paid at Closing. As indicated in his Affidavit for Retention, his fee is $4,500. A separate Affirmation of Legal Fees, with time records is included with the Application. From the proceeds of the sale, the Debtor proposes to pay the brokers' commissions, and other usual and customary costs of sale, such as New York transfer tax and counsel fees as described. Thereafter, proceeds will be used to pay and satisfy Farm East, the mortgagee; other filed and undisputed liens. It is proposed that the amounts to pay any disputed liens be held in escrow by the Debtors' counsel, and the balance, if any, to the Debtor. It proposes that the liens be paid in their order of priority until the proceeds are fully paid out. After substantial efforts and negotiations, the Debtors are firm in its conviction (i) that the price is a fair market value and in the best interest of the Debtor to sell; and (ii) that the Court should authorize the consummation of the transaction as outlined in the Agreement. The Debtor believes a sale is in the best interest of the Debtors and the Estate. Accordingly, the Debtor asks the Court to approve the relief requested. The Purchaser: Benedetto Ceci 274 Taconic Road Greenwich, CT 06831 About M2J2, LLC M2J2 LLC, based in Bedford, N.Y., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-22876) on June 28, 2016. In its petition, the Debtor disclosed $2.75 million in total assets and $1.12 million in total liabilities. The petition was signed by Meredith F. Troy, sole member. The Hon. Robert D. Drain presides over the case. Nathan Horowitz, Esq., serves as bankruptcy counsel to the Debtor. Garry Klein of Houlihan Lawrence Commercial Group is the real estate broker. MACAVITY COMPANY: Gets Approval to Hire Gallagher as Legal Counsel ------------------------------------------------------------------ Macavity Company LLC received interim approval from the U.S. Bankruptcy Court for the District of Arizona to hire legal counsel in connection with its Chapter 11 case. In its order issued on Sept. 25, the court authorized the Debtor to employ Gallagher & Kennedy, P.A. to, among other things, give legal advice regarding its duties under the Bankruptcy Code; assist in the deposition of its assets; and assist in the preparation of a Chapter 11 plan. If no objection is filed within 21 days after service of the court order, the employment of Gallagher will be deemed approved on a final basis, according to the order. The hourly rates charged by the firm range from $390 to $625 for shareholders, $340 to $385 for associates, and $250 to $260 for paralegals. The attorneys who are expected to handle the case and their hourly rates are: John Clemency $610 Lindsi Weber $415 Janel Glynn $415 Gallagher received a retainer from the Debtor in the amount of $75,000 prior to the petition date. The firm does not hold or represent any interest adverse to the Debtor, according to court filings. Gallagher can be reached through: Lindsi M. Weber, Esq. Janel M. Glynn, Esq. Gallagher & Kennedy, PA 2575 East Camelback Road Phoenix, AZ 85016-9225 Tel: (602) 530-8000 Fax: (602) 530-8500 Email: john.clemency@gknet.com Email: lindsi.weber@gknet.com Email: janel.glynn@gknet.com About Macavity Company LLC Macavity Company, LLC develops real estate properties. The Debtor was incorporated in 2008 and is based in Mesa, Arizona. It has a fee simple interest in an 861.50 acres of undeveloped land at NW Corner of Monte Carlo Boulevard and FM 75, Princeton, Texas, valued at $28 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.Case No. 17-08474) on July 24, 2017. The petition was signed by Lane Spencer of Ready RDC LLC, sole member. At the time of the filing, the Debtor disclosed $28.12 million in assets and $17.29 million in liabilities. Judge Brenda K. Martin presides over the case. MARIA SANCHEZ: Palomo Buying Pharr Property for $165K ----------------------------------------------------- Maria Magdalena Sanchez asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the private sale of a tract of land known as 518 E. Business Highway 83, Pharr, Hidalgo County, Texas, to Michael Palomo for $165,000, in addition to paying off the debt on the loan for the property. Objections, if any, must be filed within 21 days of the date of service of the Motion. The Debtor proposes to sell the property free and clear of all liens because of the necessity of consummating the sale that will benefit the estate and the property's first lienholder InterNational Bank, ("INB"). The property is not necessary to the operation of his business in that she will maintain other properties for the operation of her business and in that respect only, not necessary to the administration of the estate. INB is a first lien holder of the property. Although, it is cross collateralized with other not being proposed to be sold through the Motion, the debt on the loans on this property is approximately $84,976. The proposed sale price of $165,000, in addition to paying off the debt on the loan for this property, will reduce approximately an additional $80,024 from the estate's liabilities to the secured creditor's beyond the specific debt associated with the property. Mr. Palomo, will pay the purchase cost in cash. The $165,000 proposed sales price is above the 2016 fair market value of the property which is $147,152. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Maria_Sanchez_86_Sales.pdf Applying a discount factor of 25% to the aforementioned appraisal value of the property ($147,152) that is encumbered by INB liens would net INB a liquidated value of $110,364. The sale of the property will prevent any more ad valorem taxes on the property from accumulating. All first liens and all tax liens on the Property will be paid upon closing. The Debtor proposes that the net proceeds be paid to INB. The proceeds of the sale, after closing costs and other reasonable expenses related to the sale as well as payment of the ad valorem taxing authorities, will pay or satisfy INB's claim(s) in full, in exchange for the full release of all of its liens on the property, after deducting expenses of the sale, if any, including but not limited to title policy fees, recording fees, payment of delinquent ad valorem taxes, tax certificates, attorney's fees, and other expenses related to the closing of the sale. All other junior liens and encumbrances which are subordinate to the liens of INB and the ad valorem taxing entities will be divested by the sale. The business justification offered in support of the sale of the property is sufficient to authorize proceeding with the sale. The proposed sale has a significant economic value to it; (i) assuming that the Court will allow the sale, the sale will pay off the secured debt on the lien; and (ii) the reduction of the debt will demonstrate the effort of good faith in future debt refinancing negotiations with the Creditor INB. Accordingly, the Debtor asks the Court to approve the relief requested. The Purchaser can be reached at: Michael Palomo 3912 N Jackson Rd. Pharr, TX 78577 Counsel for the Debtor: Antonio Martinez, Jr., Esq. LAW OFFICE OF ANTONIO MARTINEZ, JR., P.C. 317 West Nolana St., Suite C McAllen, TX 78504 Telephone: (956) 683-1090 Maria Magdalena Sanchez sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 16-70518) on Dec. 5, 2016. The Debtor tapped Antonio Martinez, Jr., Esq., as counsel. The Debtor can be reached at; Maria Magdalena Sanchez 1232 S Bluebonnet St. Pharr, TX 78577 MICHAEL DOMBROWSKI: Sale of Atlanta Home for $121K Approved ----------------------------------------------------------- Judge Clifton R. Jessup, Jr. of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Michael G. Dombrowski's private sale of his rental home located at 95 Forsyth Street SW, Unit 3D, Atlanta, Georgia, to Debora Caruth for $121,000. A hearing on the Motion was held on July 26, 2017. The sale is free and clear of all liens. About Michael Dombrowski The Michael G. Dombrowski is an active real estate investor with numerous real properties in Alabama and several other states. In addition to his own properties, he is a member or member/owner of several limited liability companies that own real properties. Mr. Dombrowski sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 16-81412) on May 11, 2016. The Debtor tapped Tazewell Shepard, Esq., at Sparkman, Shepard & Morris, P.C., as counsel. MT. OLIVE BAPTIST: Has Interim OK to Use FCBTC Cash Through Oct. 25 ------------------------------------------------------------------- Judge G. Michael Halfenger of the U.S. Bankruptcy Court for the Eastern District of Wisconsin authorized Mt. Olive Baptist Church, Inc., to use cash collateral on an interim basis. The Debtor's authority to use cash collateral will terminate upon the earliest to occur of the following: (a) the continued hearing on the Motion scheduled for Oct. 25, 2017; (b) further order of the Court which modifies and/or terminates Debtor’s authority to use cash collateral; (c) the appointment of a trustee in the Debtor's case; (d) the dismissal or conversion of Debtor's case to a case under Chapter 7 of the Code; or (e) the Debtor's substantial failure to comply with the terms of this order. The Debtor has presented a budget projecting disbursements in the aggregate sum of $84,097 for July 15 to 30, and for the months of August through October 2017. The Initial Budget may be modified or supplemented from time to time by additional budgets. The Debtor has asserted that First Citizens Bank & Trust Company is the only entity with an interest in cash collateral. As such, First Citizens Bank is granted a replacement lien in an amount equal to and in the same priority as it had as of the Petition Date to the extent that First Citizens Bank had a properly perfected security interest in cash collateral as of the Petition Date. The Debtor will also make cash payments of $7,737 to First Citizens Bank commencing on Aug. 1, 2017. In addition, the Debtor is directed to provide reports of its receipts and disbursements once a month consistent with its monthly operating report requirements for its chapter 11 case, inclusive of monthly balance sheets and income statements. The Debtor is also directed to continue to maintain and insure the Prepetition Collateral and the DIP Collateral consistent with the requirements in the Prepetition Loan Documents. A full-text copy of the Order, dated July 25, 2017, is available at https://is.gd/u1mhFX About Mt. Olive Baptist Church Mt. Olive Baptist Church, Inc., owns a Baptist church in Milwaukee, Wisconsin. Mt. Olive Baptist Church filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 17-26930) on July 14, 2017, disclosing $584,548 in total assets as of March 31, 2017, and $1.12 million in total liabilities as of March 31, 2017. The petition was signed by Nita F. Farrow, leader of trustee ministry. Judge Michael G. Halfenger presides over the case. David J. Espin, Esq., at Petrie & Pettit, serves as the Debtor's bankruptcy counsel. NAHID M F: Plan Exclusivity Periods Extended Through October 25 --------------------------------------------------------------- Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida extended Nahid M F International, Inc.'s exclusivity periods within which to file a plan of reorganization and solicit acceptances of a plan through October 25, 2017. Troubled Company Reporter has previously reported that the Debtor asked the Court for an additional 120 days extension of its exclusivity period, asserting that it needed additional time to solicit Plan votes, otherwise, it will have to seek confirmation of the Plan via the cramdown provision of the Bankruptcy Code. The Debtor said that it has already filed and served its First Amended Disclosure Statement and the First Amended Plan on all interested parties and creditors. The Debtor also said ballots have been sent out. About Nahid M F International Nahid M F International, Inc., is a drive through Farm Store that sells groceries, convenience items, candy, and beer. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-24969) on Nov. 5, 2016. The petition was signed by Mohammed Faruk, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Judge John K. Olson presides over the case. Dsouza Law Group, P.A. represents the Debtor as bankruptcy counsel. On April 3, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. According to the Plan, each holder of an Allowed Class III General Unsecured Claim will receive, in full and final satisfaction of their respective claims, a pro rata share of $500 per quarter for payments one through 20 to be paid from the new value payment of the Debtor, pursuant to the payment schedule established in the Debtor's Disclosure Statement. Funds to be used to make cash payments under the Plan will derive from income generated from retail sales of groceries, cigarettes and beer from the Farm Store. The Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-24969-49.pdf The U.S. Bankruptcy Court for the Southern District of Florida was slated to consider confirmation of the Chapter 11 plan at a hearing on July 25. No ruling has been issued. NEOPS HOLDINGS: Allowed to Obtain $1.2-Mil Financing, Use Cash -------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut signed a second interim order authorizing NEOPS Holdings, LLC and its debtor-affiliates to obtain secured, super-priority postpetition financing from AHM NEOPS Acquisition, LLC of up to $440,000 upon entry of the Interim Order with aggregate principal amount not to exceed $1.2 million at any one time outstanding upon the entry of a Final Order. The Debtors are also authorized to use cash collateral and the proceeds of the DIP Facility, solely for (1) working capital and other general corporate purposes, (2) permitted payment of costs of administration of the Chapter 11 cases, and (3) payment of fees and expenses due under the DIP Facility, as approved by the Court. AHM NEOPS Acquisition is granted continuing, valid, binding, enforceable, non-avoidable and automatically and properly perfected security interests in and liens on any and all presently owned and hereafter acquired personal property, real property and other assets of the Debtors. AHM NEOPS Acquisition is also granted an allowed super-priority administrative expense claim in each of the Debtors' cases and any successor cases for all DIP Obligations. Prepetition, First Niagara Bank, N.A., provided the Debtors NEOPS Holdings, LLC ("Holdings") and New England Orthotic and Prosthetic Systems, LLC ("NEOPS") a Revolving Credit Loan in the maximum principal amount of up to $4 million and a Term Loan in the original principal amount of $8 million. As of the Petition Date, the principa amount outstanding on the Revolving Loan is $3,900,000 and the principal amount on the Term Loan is $920,000. In the fall of 2016. KeyBank, National Association succeeded to First Niagara Bank's interest in the First Lien Obligations as a result of KeyBank's acquisition of First Niagara Bank. F.N.B. Capital Partners, L.P., known as Tecum Capital Partners loaned $4 million to Holdings and NEOPS pursuant to that certain Senior Subordinated Promissory Note. As of the Petition Date, the principal amount outstanding to Tecum Capital is $5,112,380. In addition, Edward Epstein loaned $1 million to Holdings and NEOPS, and as of the Petition Date, the principal amount outstanding is $1,278,095. The Debtors New England O&P New York, Inc.; Carlow Orthopedic & Prosthetic, Inc.; and Bergman Orthotics & Prosthetics guaranteed the First Lien Obligations. In relation to the Prepetition Loans, Holdings and NEOPS granted (a) first priority security interests in and liens on substantially all of their prepetition assets to First Niagara Bank, and (b) second priority security interests in and liens on the prepetition collateral to Tecum Capital and Mr. Epstein. Pursuant to that certain Intercreditor Agreement and Subordination Agreement, the Borrowers and First Niagara Bank stipulate, acnkowledge and agree that the Prepetition Junior Liens on any of the Prepetition Collateral are subordinate to the Prepetition Senior Liens in accordance with the Intercreditor Agreement. As adequate protection of the interests of First Niagara Bank, Tecum Capital and Mr. Epstein are granted continuing valid, binding, enforceable, non-avoidable and automatically perfected post-petition security interests in and liens on the DIP Collateral. As further adequate protection, First Niagara Bank, Tecum Capital and Mr. Epstein are each granted an allowed super-priority administrative expense claim in each of the Debtors' cases. The hearing to consider entry of the Final Order and Final Approval of the DIP Facility is scheduled for August 4, 2017 at 11:00 a.m. Any party-in- interest objecting to the entry of the proposed Final Order will file written objections no later than August 2. A full-text copy of the Second Interim Order, dated July 25, 2017, is available at https://is.gd/cLawmZ About NEOPS Holdings Headquartered in Branford, Connecticut, New England Orthotic -- http://neops.net/-- is a provider of state-of-the-art orthotic and prosthetic patient care products and services in the eastern United States. The partnership was founded by certified orthotists and prosthetists who were dissatisfied with large impersonal corporations where the constant pressures of consolidation and cost containment can hamper effective patient care. NEOPS Holdings LLC and its affiliates including New England Orthotic and Prosthetic Systems, LLC filed for Chapter 11 protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11, 2017. The petitions were signed by David Mahler, president and CEO. NEOPS Holdings estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. New England Orthotic estimated its assets at up to $50,000 and liabilities at between $1 million and $10 million. Judge Ann M. Nevins presides over the case. James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler & Zeisler, P.C., serve as the Debtors' bankruptcy counsel. The U.S. Trustee for Region 2 on July 21, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of NEOPS Holdings, LLC, and its affiliates. The committee members are: (1) Southern Prosthetic Supply, Inc.; (2) Cascade Orthopedic Supply, Inc.; and (3) Otto Bock Healthcare, LP. NORTH AMERICAN GROUP: Taps Dal Lago Law as Legal Counsel -------------------------------------------------------- North American Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Dal Lago Law to, among other things, give legal advice regarding its duties under the Bankruptcy Code; negotiate with its secured lender regarding the use of cash collateral; and assist in the preparation of a plan of reorganization. Dal Lago Law is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael R. Dal Lago, Esq. Dal Lago Law 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Tel: 239-571-6877 Email: mike@dallagolaw.com About North American Group Inc. North American Group, Inc. is a business management consultant in the Fort Myers Shores, Florida. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-05271) on June 16, 2017. Matthew Franklin Klein, vice-president of operations, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Caryl E. Delano presides over the case. NOVO INTEGRATED: Insufficient Cash Flow Casts Going Concern Doubt ----------------------------------------------------------------- Novo Integrated Sciences, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $357,964 on $2.09 million of revenues for the three months ended May 31, 2017, compared with a net loss of $68,378 on $1.89 million of revenues for the same period in 2016. For the nine months ended May 31, 2017, the Company listed a net loss of $457,745 on $5.74 million of revenues, compared to a net loss of $263,918 on $5.34 million of revenues for the same period in the prior year. The Company's balance sheet at May 31, 2017, showed $5.39 million in total assets, $9.94 million in total liabilities, and a stockholders' deficit of $4.55 million. The Company has sustained net losses for the nine months ended May 31, 2017 and for the years ended August 31, 2016 and 2015. The Company's ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and its ability to obtain additional capital financing from investors. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company has raised equity capital to fund expenditures until the Company's operations can generate sufficient cash flows to sustain operations. No assurance can be made that these efforts of raising equity capital will be successful and sustain the Company until it can generate positive cash flows from operations. A copy of the Form 10-Q is available at: http://bit.ly/2eXkI4F Headquartered in Bellevue, Wash., Novo Integrated Sciences, Inc., formerly Turbine Truck Engines, Inc., is a clean-air technology company. The Company operates through Novo Healthnet Limited (Nova). Novo Healthnet Limited provides treatment solutions for patients, as well as Assessment and diagnostic services. Novo owns a 100% interest in Novo Assessments, Inc., Novo Healthnet Rehab Limited, Novo Peak Health, Inc. and an 80% interest in Novo Healthnet Kemptville Centre, Inc. Nova's services include Physiotherapy, Chiropractic Services, Massage Therapy, Chiropody, Kinesiology, Acupuncture, Therapeutic Laser, Edercare, NeuroGym and Stroke Rehabilitation. OCEAN RIG: Scheme Meetings Scheduled for August 11 -------------------------------------------------- Ocean Rig UDW Inc. ("Ocean Rig" or "UDW" or the "Company") an international contractor of offshore deepwater drilling services, wishes to remind Scheme Creditors of the need to submit certain documentation to the Information Agent in order to attend and vote at Scheme Meetings. As announced by the Company on July 21, 2017, meetings of Scheme Creditors are to be held on August 11, 2017 (starting at 10:00 a.m. (Cayman Islands time)) for the purpose of considering, and, if thought fit, approving, a scheme of arrangement in respect of each of Drillships Financing Holding Inc. ("DFH"), Ocean Rig UDW Inc. ("UDW"), Drill Rigs Holdings Inc. ("DRH") and Drillships Ocean Ventures Inc. ("DOV") (each in provisional liquidation) (together the "Schemes"). Submission of documents to the Information Agent Irrespective of whether a Scheme Creditor intends to attend a Scheme Meeting, each Scheme Creditor: (a) with a beneficial interest as principal in the 2017 Notes (being the 6.5 per cent senior secured notes due October 1, 2017, issued by DRH pursuant to an indenture dated September 20, 2012) and/or 2019 Notes (being the 7.25 per cent senior unsecured notes due April 30, 2019, issued by UDW pursuant to an indenture dated March 26, 2014) is requested to liaise with its Account Holder to ensure that a validly completed Account Holder Letter is submitted on its behalf, in accordance with the instructions contained therein together with a completed Confirmation Form; and/or (b) who is a lender of record under the DFH Credit Facility (being the US$1.9 billion credit agreement dated July 13, 2013, under which DFH and Drillships Projects Inc. are borrowers) and/or the DOV Credit Facility (being the US$1.3 billion credit agreement dated July 25, 2014, under which DOV and Drillships Ventures Projects Inc. are borrowers) should validly complete a Lender Claim Letter and submit it in accordance with the instructions contained therein together with a completed Confirmation Form. All documents should be submitted to the Information Agent as soon as possible and in any event before the Submissions Deadline (being 5:00 p.m. (Cayman Islands time) on August 9, 2017). Acceptance of an Account Holder Letter by the Information Agent for the purposes of voting on the UDW Scheme and/or the DRH Scheme with respect to Scheme Creditors with a beneficial interest as principal in the 2017 Notes or 2019 Notes (as applicable) is also subject to the receipt by the Information Agent of the relevant Scheme Creditor's Custody Instructions prior to the Submission Deadline. All Scheme Creditors are encouraged to complete the relevant documentation in order to exercise voting rights at the Scheme Meetings. A telephone dial-in facility will be made available for those Scheme Creditors who have submitted a validly completed Account Holder Letter and/or Lender Claim Letter to the Information Agent prior to the Submission Deadline. This facility will allow Scheme Creditors to listen to the Scheme Meetings relevant to them and ask questions. Scheme Creditors will not be able to vote or revoke any vote indicated in their Account Holder Letter and/or Lender Claim Letter using the facility. Scheme Creditors may request telephone dial-in details from the Information Agent up to the Submission Deadline. Copies of the Explanatory Statement Any person entitled to attend the Scheme Meetings can obtain a copy of the relevant Scheme(s), together with the relevant form of proxy and an explanatory statement explaining the effect of the Schemes (the "Explanatory Statement") on request to the Information Agent by calling +1 855-631-5346 (toll-free US and Canada) or +1 917-460-0913 (International) or by email to oceanrigteam@primeclerk.com, or on request to the Joint Provisional Liquidators by calling +44 20 7098 7400 or +1 345 946 0081 or by email to Oceanrig@alixpartners.com or Oceanrig@kaloadvisors.com. A copy of the Explanatory Statement, which contains the Schemes, together with the relevant voting forms has been made available to the Scheme Creditors through the Information Agent website at https://cases.primeclerk.com/oceanrig. About Ocean Rig UDW Inc. Ocean Rig. (NASDAQ: ORIG) -- http://www.ocean-rig.com/-- is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry. On March 24, 2017, the Debtors filed winding up petitions with the Cayman Court and issued summonses for the appointment of joint provisional liquidators for the purpose of the Restructuring. By orders of the Cayman Court dated March 27, 2017, Simon Appell and Eleanor Fisher were appointed as the JPLs and duly authorized foreign representatives, and the Cayman Provisional Liquidation Proceedings were commenced. Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their capacities, as the joint provisional liquidators and authorized foreign representatives, filed for Chapter 15 protection for Ocean Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) to seek recognition of the Cayman proceedings. The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New York. OL FRESH LLC: Allowed to Use People's United Bank Cash Collateral ----------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has authorized OL Fresh, LLC, to utilize the cash collateral of People's United Bank on an interim basis until the continued hearing scheduled for September 19, 2017 at 10:00 a.m. Accordingly, the Debtor is directed to submit, prior to the continued hearing, a three month budget projection demonstrating how the cash collateral will be utilized and a comparison of the previously submitted budget to the Debtor's actual use of cash collateral through September 19. People's United Bank is granted a replacement lien in and to all property of the kind presently securing the Debtor's obligations to People's United Bank, but only to the extent of the validity, perfection, priority, sufficiency and enforceability of People's United Bank's prepetition security interests and not more than any postpetition diminution of the value of People's United Bank's interest in such property. In addition, the Debtor will pay People's United Bank $1,355 commencing on August 10, 2017, however, People's United Bank will not apply such payment to interest or principal pending Order of the Court. Moreover, the Debtor will continue to insure all its assets, naming People's United Bank as loss payee consistent with any prepetition practice. The Debtor will not diminish the position of People's United Bank and will maintain all assets consistent with its prepetition practice. The Debtor will also supply People's United Bank with all of the operating statements filed with the U.S. Trustee and such other financial information as reasonably requested by People's United Bank. A full-text copy of the Order, dated July 25, 2017, is available at https://is.gd/VrW04n About OL Fresh OL Fresh, LLC, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-10994) on March 23, 2017. The petition was signed by James W. Amatucci, managing member. At the time of filing, the Debtor disclosed $30,400 in total assets and $298,003 in total liabilities. The case is assigned to Judge Joan N. Feeney. The Debtor is represented by Timothy M. Mauser, Esq. OLLIE WILLIAM FAISON: Objection to SummitBridge's Claim Allowed --------------------------------------------------------------- Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina allowed Debtor Ollie Williamson Faison' objection to SummitBridge National Investments III, LLC's proof of claim in the amount of $302,596.19. Section 506(b) of the Bankruptcy Code provides to oversecured creditors like SummitBridge the right to seek reimbursement for "reasonable fees, costs, or charges provided for under the agreement or State statute under which such claim arose." Whether the attorneys' fees are recoverable under section 506(b) is based on an interpretation of applicable state law. Under North Carolina state law, reasonable attorneys' fees incurred in connection with the collection of a debt may be recovered when the note provides for such recovery. The debtor and SummitBridge have differing interpretations of precisely which bankruptcy statutes apply here, as well as how federal bankruptcy law intersects with the North Carolina statute. Leaving aside for the moment the question of the extent to which the debtor's delivery of the deed could constitute payment within the meaning of N.C.G.S. section 6-21.2(5), the court turns first to the applicability of sections 506 and 502. The debtor contends that SummitBridge already has "received what was permitted under Section 506(b) pursuant to the Plan, and the Bankruptcy Code does not provide for allowance of an unsecured claim for post-petition attorneys' fees or costs." SummitBridge argues that the Bankruptcy Code says "nothing whatsoever" about the allowance or disallowance of attorneys' fees on unsecured or undersecured claims, and that "the conclusion that unsecured (and undersecured") creditors are entitled to allowed claims for post-petition attorneys' fees is inescapable." The court acknowledges that there are conflicting views expressed by decisions within this district, and divergent views expressed by courts elsewhere. And, while the position taken herein is consistent with what appears to still be the majority consensus among courts to address the question, this court acknowledges further that SummitBridge's interpretation is a viable one, given the recent circuit court opinions cited above. A thoughtful and thorough discussion of the current split is set out in In re Auge, wherein the court canvassed the main points advanced by both sides before concluding, like this court, that section 506(b) "allows only oversecured creditors to add `reasonable fees, costs, or charges provided for under the agreement or State statute under which such claim arose.'" The Fourth Circuit has not specifically addressed the question. Ultimately, Judge Humrickhouse is not persuaded that it should deviate from its prior holdings on this issue and concludes that SummitBridge's position fails to fully credit the plain language of section 506(b), which unquestionably applies to it. There is no viable reading of section 506(b) that could render that statute "inapplicable" here, nor is there a plausible basis upon which to consider it redundant, which is what SummitBridge's interpretation would do. SummitBridge hopes to take an alternative path by pursuing an unsecured claim for post-petition attorneys' fees on the premise that these fees are independent of and separate from its secured claim, but that effort would run afoul of both the plain language of the statute and the policy behind it. For the reasons set forth above, the debtor's objection to SummitBridge's unsecured claim for post-petition attorneys' fees is allowed. Having disposed of the issue on the basis of section 506, it is not necessary for the court to evaluate whether return of the collateral satisfies the state statutory notice requirements. SummitBridge may recover its post-petition attorneys' fees as provided for in the Plan and to the extent of the value of the collateral. The bankruptcy case is IN RE: OLLIE WILLIAM FAISON, Debtor, Case No. 14-00073-5-swh (Bank. E.D.N.C.). A full-text copy of Judge Humrickhouse's Order is available at https://is.gd/cUwXKl from Leagle.com. Ollie William Faison, Debtor, represented by John A. Northen -- jan@nbfirm.com -- Northen Blue, LLP & Vicki L. Parrott -- vlp@nbfirm.com -- Northen Blue, LLP. OSSO LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of OSSO,LLC as of July 26, according to a court docket. About OSSO, LLC OSSO, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 17-06737) on June 14, 2017. Eric Slocum Sparks, Esq., at Law Offices of Eric Slocum Sparks, P.C. serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. OYO SPORTSTOYS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Oyo Sportstoys, Inc. 108 Forest Avenue Hudson, MA 01749 Type of Business: OYO Sports -- http://www.oyosportstoys.com/-- is a fan engagement company in the sports consumer marketplace, targeting the youth, fan and collector markets with both physical and digital toy products. OYO Sports creates buildable mini-figures that are designed as the replica of athletes, with facial and uniform representation of their real life counterparts of major professional sports teams such as Major League Baseball, National Football League, National Basketball Association and over 60 major colleges and universities and more. Each OYO Sports minifigure comes with his own stand and unique DNA number, as well as rotating arms, bending knees, and the ability to hold a bat, stick, glove and ball. OYO Sports is privately held and is located in Hudson, Massachusetts. All products are designed in Massachusetts and built with pride in America from U.S. and globally-sourced parts. The Company is an affiliate of Oyotoyo, Inc., that sought bankruptcy protection on July 11, 2017 (Bankr. D. Mass. Case No. 17-41261). Chapter 11 Petition Date: July 30, 2017 Case No.: 17-41394 Court: United States Bankruptcy Court District of Massachusetts (Worcester) Judge: Hon. Elizabeth D. Katz Debtor's Counsel: Jeffrey D. Sternklar, Esq. JEFFREY D. STERNKLAR LLC 26th Floor 225 Franklin Street Boston, MA 02110 Tel: 6177335171 Fax: 6175076530 E-mail: jeffrey@sternklarlaw.com Debtor's Financial Advisor: KCP ADVISORY SERVICES LLP Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Skripps, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mab17-41394.pdf OYOTOYO INC: Taps Rosenberg & Weinberg as Legal Counsel ------------------------------------------------------- Oyotoyo, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ legal counsel. The Debtor proposes to hire Rosenberg & Weinberg to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm has agreed to handle the Debtor's case in return for a retainer of $10,000, plus $1,717 for the filing fee. Herbert Weinberg, Esq., disclosed in a court filing that he and other members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Herbert Weinberg, Esq. Rosenberg & Weinberg 805 Turnpike St., Suite. 201 North Andover, MA 01845 Tel: (978) 683-2479 Fax: 978-682-3041 Email: hweinberg@jrhwlaw.com About Oyotoyo Inc. Oyotoyo, Inc., a retailer based in Hudson, Massachusetts, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-41261) on July 11, 2017. Thomas Skripps, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Elizabeth D. Katz presides over the case. PAUL LEITNER-WISE: Stay Does Not Bar Barker to Compel Appearance ---------------------------------------------------------------- Judge S. Martin Teel, Jr., for the U.S. Bankruptcy Court for the District of Columbia issued a Memorandum Decision and Order denying the motion filed by Paul Andrew Leitner-Wise asking the Court to hold Samuel Keith Barker, attorney for Beam Distributing, Inc., and the Henrico Circuit Court in contempt for violating the automatic stay when they compelled him to appear in the Circuit Court to show cause why he should not be held in contempt for not appearing in his civil proceedings. On March 20, 2015, Mr. Barker brought suit on behalf of Beam Distributing, Inc. against the Debtor and others in Henrico Circuit Court. Shortly thereafter, on April 20, 2015, the Debtor commenced a bankruptcy case in the Eastern District of Virginia, which was dismissed on July 9, 2015. On that same day, Mr. Barker moved for default against the Debtor and co-defendants. The Circuit Court found the debtor and co-defendants in default on July 24, 2015, and entered a default judgment on August 11, 2015. As such, on November 3, 2016, the Henrico Circuit Court ordered the Debtor to appear before the court on January 6, 2017, but the Debtor was not served until November 15, 2016. The Debtor filed again for bankruptcy in the Eastern District of Virginia on November 7, 2016 but it was dismissed on December 13, 2016. The Debtor then filed a motion to vacate the order of dismissal which was denied by the Bankruptcy Court for the Eastern District of Virginia on January 23, 2017. The Debtor failed to appear in the Henrico Circuit Court on January 6, 2017, and was ordered again to appear on February 24, 2017, to show cause why he should not be held in contempt for failing to appear at the January 6, 2017, hearing. The Debtor was never served that order, and again, the Debtor failed to appear on February 24, 2017, and was arrested on March 21, 2017, on a capias and released on bond. Subsequently, on May 4, 2017, the Debtor filed another bankruptcy case in the U.S. Bankruptcy Court for the District of Columbia. He then informed Mr. Barker and the Henrico Circuit Court of his pending bankruptcy case the following day. Once again, the Henrico Circuit Court ordered the Debtor to appear on July 6, 2017, to show cause why he should not be held in contempt for failing to appear in his civil proceedings. The Debtor e-mailed Mr. Barker and demanded that he withdraw the proceeding, which email Mr. Barker did not respond to the debtor. Consequently, the Debtor filed the instant motion to hold Mr. Barker and the Henrico Circuit Court in contempt for violating the automatic stay in this case by requiring his appearance on July 6, 2017, in proceedings to execute on a judgment. The Court finds that the Debtor has failed to show that either Mr. Barker or the Henrico Circuit Court took any action against him while he was protected by the automatic stay in this case because the Debtor is not currently protected by an automatic stay. The Court mentions that under 11 U.S.C. Section 362(c)(3), the automatic stay lasts 30 days for any debtor who had a pending bankruptcy case one year prior to filing the current case unless the debtor timely moves the court to continue the automatic stay. The Court notes that the Debtor had a pending case as recently as December 12, 2016, easily within one year of the filing of his current case on May 4, 2017. Further, the Court also notes that the Debtor has not filed any motion to extend the automatic stay in his current pending case. Therefore, the Court says that the automatic stay expired on June 3, 2017 -- 30 days after the Debtor filed this instant case. The Court explains that the July 6, 2017 hearing fell beyond the 30-day automatic stay period, and thus, no stay was in place to bar the Henrico Circuit Court from requiring the Debtor's appearance before it on July 6, 2017, to show cause why he should not be held in contempt for failing to appear at hearings held before the filing of this case, hearings that also took place when no stay in the prior bankruptcy case was in place. Additionally, the Court states that the automatic stay in this case did not apply to bar Mr. Barker from seeking to compel the Debtor's appearance before the Henrico Circuit Court. A full-text copy of the Memorandum Decision and Order dated July 24, 2017, is available at https://is.gd/26VLfa from Leagle.com. About Paul Leitner-Wise Paul Andrew Leitner-Wise filed a Chapter 11 petition (Bankr. D.D.C. Case No. 17-00266), on May 4, 2017. The Petition was filed Pro Se. PHOENIX SERVICES: S&P Affirms 'B' CCR & Alters Outlook to Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' corporate credit rating on Phoenix Services International LLC and revised its outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B+' issue-level rating on its subsidiary Metal Services LLC's term loan and revolving credit facility. The recovery rating remains '2', reflecting our expectation of substantial (70% to 90%; rounded estimate: 80%) recovery in the event of a payment default. "We could lower our ratings on Phoenix Services within the next 12 months if it does not take steps toward refinancing its term loan due June 2019, since this represents the bulk (about 75%) of its capital structure. The company's weighted average maturity will also fall below two years within the next year, which we view as a sign of increased refinancing risk. However, we recognize that there are some mitigating factors to these refinancing risks, such as Phoenix Services' history of successfully refinancing its debt and recent improvements in the steel industry. Phoenix Services provides certain steel mills in the steel industry with on-site services, such as slag handling, metal recovery, slag sales, large scrap preparation, and scrap handling. As a result, the company's revenues are highly correlated to steel production and end-market demand for steel. "The negative outlook incorporates our view that we could consider a downgrade in the next 12 months as the maturity of the company's term loan due June 2019 approaches. At the same time, we expect Phoenix Services to produce adjusted debt to EBITDA of about 5x and EBITDA interest coverage of about 2x over the next 12 months. "We could consider a downgrade within the next 12 months if Phoenix Services does not take steps toward refinancing its term loan. Alternatively, we could also consider a downgrade if Phoenix's adjusted debt to EBITDA is trending toward 6x, which could lead to a breach in covenants. This could occur if the company exclusively debt-financed material new capital projects, paid a distribution to its private equity owner, or a large customer filed for bankruptcy protection that resulted in operational pressure or financial weakness. "We could revise the outlook to stable over the next 12 months if Phoenix refinanced its term loan due June 2019 well in advance of its maturity date and maintained adjusted debt to EBITDA of about 5x. Any potential upgrade would also be predicated on stable market conditions and EBITDA margins relatively in line with recent performance." PHOTOMEDEX INC: Common Stock Trades on OTCQB Under "PHMD" Symbol ---------------------------------------------------------------- PhotoMedex, Inc., received on July 24, 2017, written notice that the Company's common stock had been up-listed and approved for trading on OTCQB, the higher tier of the OTC Markets, under its existing symbol "PHMD." As noted in a Form 8-K, Current Events, filed on July 6, 2017, the Company had received notice from The NASDAQ Stock Market LLC indicating that, based upon the Company's non-compliance with NASDAQ Listing Rule 5110, which requires an issuer to file an initial listing application and satisfy the initial listing criteria upon completion of a change of control transaction, the NASDAQ Hearings Panel had determined to delist the Company's common stock from NASDAQ and that trading of the Company's common stock would be suspended on NASDAQ effective with the open of business on July 7, 2017. The Company has appealed that decision, has already filed an initial listing application with NASDAQ, and is working to evidence full compliance with the applicable NASDAQ Listing Rules as soon as possible. While awaiting that appeal, the Company's stock remains suspended from trading on NASDAQ. The stock had been eligible to trade over-the-counter via the OTC Markets' "Pink" tier, but will now be traded on the OTCQB. The Securities and Exchange Commission considers the OTCQB marketplace to be an "established public market" for the purpose of determining the public market price of a company's stock when registering securities for resale with the SEC, and the majority of broker-dealers trade stocks on the OTCQB marketplace. Listing on the OTCQB generally provides that a company maintain higher reporting standards and requirements and imposes management certification and compliance requirements. The Company believes that trading its stock on the OTCQB will likely enhance liquidity and shareholder value while its NASDAQ appeal is pending. About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. As of March 31, 2017, Photomedex had $14.05 million in total assets, $13.38 million in total liabilities and $677,000 in total stockholders' equity. Photomedex reported a loss of $13.26 million for the year ended Dec. 31, 2016, compared to a loss of $34.55 million for the year ended Dec. 31, 2015. Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016, the Company had an accumulated deficit of $115.6 million and shareholders' deficit of $1.408 million. Also, during the most recent periods the Company has incurred losses and negative cash flows from continuing operations and was forced to sell certain assets and business units to obtain additional liquidity resources to support its operations. In addition, on Jan. 23, 2017, the Company completed the sale of its consumer products division which represented the sale of substantially all of the remaining operations and assets of the Company. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. PILGRIM MEDICAL: Campanella Sale of Sea Girt Property for $1.8M OKd ------------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey authorized Nicholas V. Campanella's sale of real property located at 101 Beacon Boulevard, Sea Girt, New Jersey, to Dexter A. Morse for $1,750,000. A hearing on the Motion was held on Aug. 8, 2017, at 10:00 a.m. The sale is free and clear of interests, claims, liens and encumbrances. Customary closing adjustments payable by the Debtor for municipal charges or assessments may be satisfied from the proceeds of the sale at closing. The Motion included a request to pay the retained realtor from sale proceeds. Therefore, the realtor may be paid at closing. The net proceeds from the sale of the Property will be held in the Debtor's Attorney's Trust Account pending confirmation of a chapter 11 reorganization plan or further order of the Court. The 14-day period pursuant to Rule 6004(h) is waived by the Court. About Pilgrim Medical Center Pilgrim Medical Center, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-15414) on March 22, 2016. The petition was signed by Nicholas V. Campanella, shareholder. The case is assigned to Judge Stacey L. Meisel. The Debtor estimated under $50,000 in assets and debts of $1 million to $10 million. PIN OAK: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Pin Oak Properties, LLC, as of July 27, according to a court docket. About Pin Oak Properties Pin Oak Properties, LLC, operates the Middletown Mall located at 9429 W Mill Street, White Hall, Marion County, West Virginia. Pin Oak Properties filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00608) on June 7, 2017. Dietrich Steve Fansler, managing member and 100% owner, signed the petition. The Hon. Patrick M. Flatley is the case judge. The Debtor has hired Gianola, Barnum, Bechtel & Jecklin, LC, in Morgantown, West Virginia, as counsel; and Steven G. Williams, CPA/ABV, as accountant. PIONEER HEALTH: Wants Sept. 30 as Exclusive Plan Filing Deadline ---------------------------------------------------------------- Pioneer Health Services, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of Mississippi to extend the exclusivity period within which the Debtors can file disclosure statement and plan of reorganization through and including Sept. 30, 2017, with a concomitant extension to obtain plan confirmation. At this stage of the Debtors' Chapter 11 case, the Debtors have sold: the Oneida, Tennessee hospital; the hospital in Stokes County, North Carolina; the wholly-owned subsidiary Rural Solutions, LLC; and the sale for the hospital in Monroe County, Mississippi, has been approved by a bench opinion and a pending sale for the hospital in Early County, Georgia. Pioneer Health has filed a motion to approve the bid procedures with respect to its hospital in Patrick County, Virginia, and those negotiations and discussions appear to have been revived so that the motion for Bid Procedures can go forward. Extensive negotiations and discussions have been underway for some period of time with respect to the sale of its Medicomp assets and the "PHS corporate" assets as well. Pioneer Health has collected substantial sums of money from the sales of hospitals and certainly its accounts receivable, and they are invested in savings accounts under the control of counsel for the Debtor-in-Possession. However, sales of the remaining assets have not been approved by the Court, much less consummated or closed, substantial executory contracts and unexpired leases have not been assumed or rejected, significant lien priority issues exist that have not yet been determined and litigation regarding them has not yet been initiated. According to the Debtors, there are numerous other open issues that are likely to be resolved in this liquidation of assets setting in the relatively near future. The Court has entered its order extending the so called challenge period regarding many issues that exist as between and among the Debtor, the Internal Revenue Service, Capital One National Association and the Official Committee of Unsecured Creditors. Pioneer Health is preparing extensive information, at the request of the parties, as to various accounts receivable positions and amounts at numerous times prior to the filing of the Petitions in these cases. That compilation will not be completed until mid to late August, according to the Debtors. Exit strategy negotiations are underway and will continue throughout the month of August between and among the Debtor, the Internal Revenue Service, Capital One National Association, the Official Committee of Unsecured Creditors and other constituents in these cases as the parties are undergoing extensive efforts to reach a consensual exit strategy and plan. About Pioneer Health Services Pioneer Health Services, Inc., and its debtor-affiliates, including Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, commenced a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. Joseph S. McNulty III, president, signed the petitions. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is acting as special counsel to the Debtor. Pioneer Health Services estimated $10 million to $50 million in assets and liabilities. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19, 2017, appointed three creditors of Pioneer Health Services to serve on the official committee of unsecured creditors. The Committee retained Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. PORTABELLA'S INC: Taps Wildeman & Obrock as Accountant ------------------------------------------------------ Portabella's Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire an accountant. The Debtor proposes to hire Wildeman & Obrock to assist in the preparation and filing of income tax returns and any bookkeeping entries necessary to prepare those tax returns The hourly rates charged by the firm for its services range from $70 to $180. John Obrock, a certified public accountant employed with Wildeman & Obrock, 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: John A. Obrock 515 South 29th Street Harrisburg, PA 17104-2104 Main Number (717) 561-0820 Fax (717) 561-0826 About Portabella's, Inc Portabella's, Inc. owns a restaurant located at 2495 E. Harrisburg Pike Middletown, Pennsylvania. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02370) on June 6, 2017. The petition was signed by Justin L. Nicholson, president. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Henry W. Van Eck. Lawrence G. Frank, Esq. at Law Office of Lawrence G. Frank represents the Debtor. The Debtor previously sought bankruptcy protection on Feb. 10, 2014 (Bankr. M.D. Pa. Case No. 14-00542). PRECISE CORPORATE: Asks for Hearing on Cash Collateral Use ---------------------------------------------------------- Precise Corporate Staging LLC, Dedicated Staging, LLC, and DavMar Investments, LLC, ask the U.S. Bankruptcy Court for the District of Arizona for a hearing to their request to use the cash collateral. The Debtors tell the Court that numerous times over the past month undersigned counsel has attempted to engage Western State Bank to request and negotiate an extension of cash collateral, but has been unable to do so. The Debtors say that their counsel has placed phone calls and sent emails, which have mostly gone unanswered, and now the counsel believes they have exhausted all means to initiate a discussion regarding cash collateral other than filing the emergency motion. The Debtors informed the Court that they used cash collateral to pay their electricity bill because they had received notification that it would be shut off. The Debtors said they did so because they believe they had a fiduciary duty to safeguard the assets, as best they could, and without air conditioning the equipment risked being harmed. They added that they also need money to pay for the alarm system and other necessities during the final months of the Chapter 11 cases. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/azb16-14281-247.pdf As reported by the Troubled Company Reporter on Jan. 6, 2017, the Debtors sought court authorization to use the cash collateral of Western State Bank and JPMorgan Chase Bank, N.A., saying that they needed immediate use of the cash collateral to fund their day-to-day operations and ultimately achieve a successful reorganization. The Debtors contended that without the use of cash collateral, they would be forced to terminate their employees and close their business. The Debtors said that they had no present alternative borrowing source from which they can secure additional funding to operate their business. About Precise Corporate Precise Corporate Staging LLC, Dedicated Staging, LLC, and DavMar Investments, LLC, collectively own and manage an audio/visual staging business that coordinates and provides lighting, audio, and visual for conferences, concerts, and similar events in Arizona and across the United States. Precise Corporate Staging, et al., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 16-14281, 16-14283, and 16-14284) on Dec. 20, 2016. The cases are jointly administered. Precise Corporate's petition was signed by its managing member, Marla Stern. At the time of filing, Precise Corporate estimated assets of less than $100,000 and liabilities of $1 million to $10 million. The Debtors tapped John C. Smith, Esq., at Smith & Smith Law Offices, PLLC, as counsel. No trustee or examiner has been appointed in the Debtors' cases. PROMETHEUS & ATLAS: Taps David J. Merrill as Special Counsel ------------------------------------------------------------ Prometheus & Atlas Real Estate Development, LLC seeks approval from the U.S. Bankruptcy Court in Nevada to hire David J. Merrill P.C. The firm will serve as special counsel for general corporate and business matters in the Debtor's bankruptcy case. It will also represent the Debtor in certain civil cases. Merrill will charge an hourly fee of $450 for its services. The firm received an initial retainer of $25,000. The firm and its attorneys do not hold or represent any interest adverse to the Debtor's estate, according to court filings. Merrill can be reached through: David J. Merrill, Esq. David J. Merrill P.C. Phone: +1 (702) 566-1935 About Prometheus & Atlas Real Estate Development Based in Las Vegas, Nevada, Prometheus & Atlas Real Estate Development, LLC owns and manages a real estate development company. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-12699) on May 19, 2017. James Kalhorn, managing member, signed the petition. At the time of the filing, the Debtor disclosed $2.6 million in assets and $1.75 million in liabilities. Ghandi Deeter Blackham is the Debtor's bankruptcy counsel. PUERTO RICO: ERS Bondholders Sue Over Joint Resolution 188 ---------------------------------------------------------- Owners of secured bonds issued by the Employees Retirement System of the Government of the Commonwealth of Puerto Rico (the "ERS") commenced in the U.S. District of Puerto Rico an adversary proceeding seeking a determination that they remain secured creditors of the ERS and/or the Commonwealth notwithstanding Joint Resolution 188, or, in the alternative, a declaration that the diversion of their collateral violated several provisions of the United States and Puerto Rico Constitutions. Plaintiffs are owners of secured bonds issued by the Employees Retirement System of the Government of the Commonwealth of Puerto Rico (the "ERS") in 2008. The proceeds of these bonds (the "ERS Bonds" or the "Bonds") were used to pay benefits to retirees and to reduce the ERS's unfunded accrued actuarial liabilities. The ERS Bonds were granted collateral that included, among other things, all employer contributions from Puerto Rico government employers (including municipal employers, public corporations and the central government of Puerto Rico) and the ERS's legal right to receive those contributions. The collateral pledged to support the ERS Bonds was sufficient to service the interest on the Bonds for the life of the bond issue and to repay the principal amount of the Bonds in full at maturity. Indeed, just months ago, in prior litigation, the ERS, the Commonwealth, and the Financial Oversight and Management Board of the Commonwealth of Puerto Rico asserted that the Bonds are oversecured. "In June 2017, the Puerto Rico legislature passed, and the Oversight Board adopted, Joint Resolution 188. Joint Resolution 188 requires the ERS to liquidate its assets for distribution to the Commonwealth General Fund, and directs participating employers to make future employer contributions to the Commonwealth General Fund, rather than the ERS. Although the ostensible purpose of Joint Resolution 188 was to address the pension system's lack of liquidity, this could have been accomplished more directly by simply increasing employer contributions to the ERS within the existing statutory framework. The purpose and effect of Joint Resolution 188 was to strip the ERS of its assets and to divert the ERS's employer contributions away from the reach of plaintiffs, all of which was pursued with the purpose of evading the ERS's obligations to plaintiffs," John K. Cunningham, Esq., at White & Case LLP, tells the Court. Joint Resolution 188 The Puerto Rico legislature passed Joint Resolution 188 on June 25, 2017, and the Oversight Board adopted it on behalf of the Governor on June 30, 2017. Joint Resolution 188 was approved by the Puerto Rico legislature pursuant to the fiscal plan approved and certified by the Oversight Board. Mr. Cunningham notes that the ostensible purpose of Joint Resolution 188 was to address the pension system's lack of liquidity and insolvency and the need for increased funding to pay benefits owed by the ERS to retirees. According to Mr. Cunningham, this could have been accomplished, however, simply by increasing employer contributions to the ERS within the existing statutory scheme. Nevertheless, the Oversight Board required the Commonwealth to draft Joint Resolution 188 to bypass the ERS entirely and instead require employers to make increased employer contributions directly to the Commonwealth General Fund. The actual purpose and purported effect of Joint Resolution 188, then, was to confiscate plaintiffs' constitutionally-protected property interests in Pledged Property. In addition, Mr. Cunningham relates that Joint Resolution 188 ordered the ERS to sell its assets and to transfer the net cash proceeds, in addition to any available funds, into the Puerto Rico Treasury Secretary's account as part of the General Fund for fiscal year 2017-2018 to make benefit payments to pensioners. Joint Resolution 188 also provides in relevant part that: a. the Commonwealth would assume any payments that Puerto Rico's retirement systems, including the ERS, could not make; b. the ERS would continue to meet its obligations to beneficiaries and pensioners by contributing its available funds and any funds arising from its asset sales to the Commonwealth's General Fund; c. the Commonwealth, its public corporations, and its municipalities would stop making employer contributions to the ERS; d. AAFAF would establish procedures so that the Commonwealth, its public corporations, and its municipalities would make employer contributions to the Commonwealth. No consideration was provided to the ERS or the ERS Bondholders in exchange for the collateral transferred to the Commonwealth's General Fund. Lawsuit In the adversary proceeding, plaintiffs seek a determination that they remain secured creditors of the ERS and/or the Commonwealth notwithstanding Joint Resolution 188, or, in the alternative, a declaration that the diversion of plaintiffs' collateral violated several provisions of the United States and Puerto Rico Constitutions. In particular, because the enactment of Joint Resolution 188 violated the ERS Title III automatic stay, it was void ab initio. But even if Joint Resolution 188 was not void ab initio, the Puerto Rico Uniform Commercial Code provides that a lien follows collateral transferred without the consent of the secured creditor, and thus continues in any property received by the Commonwealth pursuant to Joint Resolution 188. For these reasons, plaintiffs remain secured creditors of the ERS and/or the Commonwealth notwithstanding Joint Resolution 188. In the alternative, if Joint Resolution 188 was effective in stripping the ERS of its assets and diverting the ERS's employer contributions away from the reach of plaintiffs without compensation, such actions violated the Takings and Contracts Clauses of the United States and Puerto Rico Constitutions. As a result of defendants' actions, plaintiffs are entitled to, among other things, a claim for just compensation that cannot be impaired in any Title III plan of adjustment or order confirming a Title III plan of adjustment. And because plaintiffs were oversecured at all relevant times, this unimpairable claim equals the full principal amount of the ERS Bonds, together with all interest accrued to the date of payment. A copy of the Complaint is available at: http://bankrupt.com/misc/PR_767_Suit_ERS_Holders.pdf Plaintiffs and their Attorneys Counsel for Plaintiffs Altair Global Credit Opportunities Fund (A), LLC, Andalusian Global Designated Activity Company, Glendon Opportunities Fund, L.P., Mason Capital Management, LLC, Nokota Capital Master Fund, L.P., Oaktree-Forrest Multi-Strategy, LLC (Series B), Oaktree Opportunities Fund IX, L.P., Oaktree Opportunities Fund IX (Parallel 2), L.P., Oaktree Value Opportunities Fund, L.P., Ocher Rose, L.L.C., and SV Credit, L.P.: Alfredo Fernandez-Martinez DELGADO & FERNANDEZ, LLC PO Box 11750 Fernandez Juncos Station San Juan, Puerto Rico 00910-1750 Tel. (787) 274-1414 Fax: (787) 764-8241 E-mail: afernandez@delgadofernandez.com - and - Bruce Bennett JONES DAY 555 South Flower Street Fiftieth Floor Los Angeles, California 90071 Tel. (213) 489-3939 Fax: (213) 243-2539 E-mail: bbennett@jonesday.com - and - Benjamin Rosenblum JONES DAY 250 Vesey Street New York, NY 10281 Tel: (212) 326-3939 Fax: (212) 755-7306 E-mail: brosenblum@jonesday.com - and - Geoffrey S. Stewart Beth Heifetz Christopher J. DiPompeo Sparkle L. Sooknanan JONES DAY 51 Louisiana Ave. N.W. Washington, DC 20001 Tel: (202) 879-3939 Fax: (202) 626-1700 E-mail: gstewart@jonesday.com bheifetz@jonesday.com cdipompeo@jonesday.com ssooknanan@jonesday.com Counsel for Puerto Rico AAA Portfolio Bond Fund, Inc., Puerto Rico AAA Portfolio Bond Fund II, Inc., Puerto Rico AAA Portfolio Target Maturity Fund, Inc., Puerto Rico Fixed Income Fund, Inc., Puerto Rico Fixed Income Fund II, Inc., Puerto Rico Fixed Income Fund III, Inc., Puerto Rico Fixed Income Fund IV, Inc., Puerto Rico Fixed Income Fund V, Inc., Puerto Rico GNMA & U.S. Government Target Maturity Fund, Inc., Puerto Rico Investors Bond Fund I, Puerto Rico Investors Tax-Free Fund, Inc., Puerto Rico Investors Tax-Free Fund, Inc. II, Puerto Rico Investors Tax-Free Fund III, Inc., Puerto Rico Investors Tax-Free Fund IV, Inc., Puerto Rico Investors Tax-Free Fund V, Inc., Puerto Rico Investors Tax-Free Fund VI, Inc., Puerto Rico Mortgage-Backed & U.S. Government Securities Fund, Inc., Tax-Free Puerto Rico Fund, Inc., Tax-Free Puerto Rico Fund II, Inc., and Tax-Free Puerto Rico Target Maturity Fund, Inc. Jose C. Sanchez-Castro Alicia I. Lavergne-Ramirez Maraliz Vázquez-Marrero LOPEZ SANCHEZ & PIRILLO LLC 270 Munoz Rivera Avenue, Suite 1110 San Juan, PR 00918 Tel: (787) 522-6776 Fax: (787) 522-6777 E-mail: jsanchez@lsplawpr.com alavergne@lsplawpr.com mvazquez@lsplawpr.com - and - Glenn M. Kurtz John K. Cunningham WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10036 Tel: (212) 819-8200 Fax: (212) 354-8113 E-mail: gkurtz@whitecase.com jcunningham@whitecase.com - and - Jason N. Zakia WHITE & CASE LLP 200 S. Biscayne Blvd., Suite 4900 Miami, FL 33131 Tel: (305) 371-2700 Fax: (305) 358-5744 E-mail: jzakia@whitecase.com About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are onboard as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PUERTO RICO: ERS Bondholders Sue U.S. in Court of Federal Claims ---------------------------------------------------------------- Owners of secured bonds issued by the Employees Retirement System of the Government of the Commonwealth of Puerto Rico (the "ERS") -- namely, Altair Global Credit Opportunities Fund (A), LLC, Andalusian Global Designated Activity Company, Glendon Opportunities Fund, L.P., Mason Capital Master Fund LP, Nokota Capital Master Fund, L.P., Oaktree-Forrest Multi-Strategy, LLC (Series B), Oaktree Opportunities Fund IX, L.P., Oaktree Opportunities Fund IX (Parallel 2), L.P., Oaktree Value Opportunities Fund, L.P., Ocher Rose, L.L.C., and SV Credit, L.P. -- commenced an action against the United States in the in the Court of Federal Claims, the Washington Tribunal that handles claims against the federal government. To recall, on May 21, 2017, the ERS commenced a proceeding under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act. On May 31, 2017, the ERS Secured Creditors filed a motion for adequate protection and for relief from the automatic stay. On June 28, 2017, the Court held a hearing on the Motion and directed the parties to submit any stipulation by July 10, 2017, as to any agreement to resolve the Motion. The parties later agreed to extend that period to July 14, 2017. Two days after the hearing, on June 30, 2017, the Financial Oversight and Management Board for Puerto Rico -- which is a federal entity for constitutional purposes pursuant to the analysis of the United States Supreme Court in Lebron v. Nat’l R.R. Passenger Corp., 513 U.S. 374 (1995) -- and the Commonwealth enacted Joint Resolution 188, which transferred the ERS Secured Creditors' collateral to the Commonwealth without compensation of any kind. This occurred while negotiations were underway to resolve the Motion and during the pendency of the automatic stay. On July 14, 2017, the parties entered into a stipulation resolving the Motion, which the Court approved on July 17, 2017. The stipulation contemplated that the ERS Secured Creditors would commence litigation to challenge Joint Resolution 188 and reserved all rights with respect to this legislation. As contemplated by the stipulation, on July 19, 2017, the ERS Secured Creditors commenced an action in the Court of Federal Claims against the United States to obtain just compensation for the taking of property effected by Joint Resolution 188. Under the Tucker Act, the Court of Federal Claims has exclusive jurisdiction over such an action pursuant to 28 U.S.C. Sec. 1491(a)(1). The ERS Secured Bondholders are represented by law firms Delgado & Fernandez, LLC, and Jones Day. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are onboard as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PUERTO RICO: GO Bondholders Seek Seat on Creditors Committee ------------------------------------------------------------ The Ad Hoc Group of General Obligation Bondholders (the "GO Group") asks the U.S. District Court for the District of Puerto Rico to enter an order (i) directing the United States Trustee to change the membership of the Official Committee of Unsecured Creditors of the Commonwealth of Puerto Rico, or (ii) in the alternative, appointing an additional committee of Constitutional Debtholders. "The GO Group seeks to rectify an obvious and unprecedented anomaly. The Oversight Board and Commonwealth assert that Constitutional Debtholders are the largest class of unsecured creditors in these Title III Cases. The Committee concedes that although Constitutional Debtholders are a "very important" group to which the Committee owes fiduciary duties, they remain "unrepresented." The United States Trustee has nonetheless refused to appoint a single Constitutional Debtholder to the Committee, despite several holders, including two members of the GO Group, being willing to serve. The GO Group is unaware of any case where the largest purportedly unsecured creditor was purposefully excluded from the official unsecured creditors' committee. Rather, the Bankruptcy Code and the overwhelming weight of decisions interpreting the Bankruptcy Code provide that the Committee must adequately represent all of the Commonwealth's allegedly unsecured creditors, and must specifically represent the different kinds of the Commonwealth's allegedly unsecured creditors," Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, tells the Court. The members of the GO Group filing this Motion are certain funds or entities managed or advised by Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion L.P. These entities file this Motion exclusively on their own behalf and do not assume any fiduciary or other duties to any other creditor or person. The GO Group collectively holds $3.2 billion of bonds issued or guaranteed by the Commonwealth (collectively, the "Constitutional Debt"). The GO Group disputes the Commonwealth's assertion that Constitutional Debtholders are general unsecured creditors. In due course, the GO Group will establish that Constitutional Debt is protected by a statutory lien on all "available resources" or certain subsets of those resources. On June 15, 2017, the United States Trustee appointed the Committee and an Official Committee of Retirees in the Commonwealth Title III Case The Committee comprises the following seven members: (i) The American Federation of Teachers ("AFT"); (ii) Doral Financial Corporation, (iii) Genesis Security, (iv) Puerto Rico Hospital Supply, (v) Service Employees International Union, (vi) Total Petroleum Puerto Rico Corp., and (vii) Unitech Engineering. No Constitutional Debtholder was appointed to the Committee. On July 14, 2017, the United States Trustee responded to the GO Group's July 11 letter requesting that it reconstitute the Committee to include Constitutional Debtholders. In the July 14 letter, the United States Trustee stated that it had "no plans to reconstitute the Committee to add creditors claiming that their claims are secured or otherwise have full priority." The GO Group claims that the Creditors Committee, as currently constituted, does not adequately represent the Commonwealth's creditors, and the Court should order the United States Trustee to change the membership of the Committee to ensure that Constitutional Debtholders are adequately represented. "The Committee, as currently constituted, falls far short of any conceivable standard of adequate representation. Rather than including a single Constitutional Debtholder -- allegedly the largest class of unsecured creditors in these Title III Cases -- the Committee instead exclusively comprises employee unions (which may not have any claims at all), trade creditors, and a tax refund claimant. While the aggregate amount of Constitutional Debt outstanding is more than fifty times larger than the aggregate claims of trade and tax refund creditors, those creditors outnumber Constitutional Debtholders five-to-zero on the Committee," Mr. Rosenberg avers. In the alternative, if the Court finds that Constitutional Debtholders are not adequately represented by the Committee but should not be appointed as members of the Committee, the GO Group requests that the Court appoint an additional official committee of Constitutional Debtholders pursuant to Section 1102(a)(2) of the Bankruptcy Code. Law firms representing the Ad Hoc Group of General Obligation Bondholders are (i) Jimenez, Graffam & Lausell, (ii) Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and (iii) Paul, Weiss, Rifkind, Wharton & Garrison LLP. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are onboard as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. QBS HOLDING: Moody's Revises Outlook Stable & Affirms B3 CFR ------------------------------------------------------------ Moody's Investors Service changed the ratings outlook for oil and gas ERP-software provider QBS Holding Company, Inc. to stable, from negative. Moody's also affirmed Quorum's B3 Corporate Family Rating ("CFR"), Caa1-PD Probability of Default Rating, and the B3 instrument ratings on its senior secured, first-lien term loan and revolving credit facilities. RATINGS RATIONALE Quorum's revised outlook reflects the relative strengthening and stabilization of the oil and gas markets, which have enabled the company's customers to resume investments in new ERP systems and in upgrades of existing software that they had delayed undertaking during most of 2016 because of high uncertainty in the energy markets. Fourth-quarter operating strength continued into the first quarter of 2017, and Moody's expects Quorum to have flat to slightly improved revenues, about $90 million, for the full year. Quorum has done a solid job of keeping its costs in check and its margins stable, especially in recent quarters, in the face of a steep, 14.3% decline in sales in 2016 and in spite of its own, above-average investment in new products and technologies. The stable outlook also reflects the fact that, as subscription-based revenues continue to become a larger portion of overall revenues, Quorum's liquidity and revenue visibility will improve, as contracted subscriptions provide inflows of cash at the beginning of each year. Quorum's B3 CFR reflects the company's small scale and very high, 7.5 times year-end 2016 debt-to-EBITDA leverage (on a Moody's adjusted basis, which includes a $7 million adjustment for capitalized leases), factors that have been exacerbated by the energy industry's prolonged weak operating environment. Given the anticipated stabilization of its revenue base, effective streamlining of its costs structure, and the improved liquidity provided by a high, 60-plus percent subscription revenue component, Moody's expects Quorum's year-end 2017 leverage to moderate to close to 6.0 times, and free cash flow to debt of better than 5%, good for the ratings category. Barring a return to depressed market conditions, Moody's expects Quorum's leverage to improve further in 2018, to about 5.5 times by year-end. Moody's views Quorum's liquidity as good, given Moody's expectations for free cash flow of about $7 million, and given an unusually strong $31 million March 31, 2017 cash balance, which will deplete during the seasonally weaker latter quarters of the year and because of an excess cash flow debt repayment made in April. Operating strength this year could trigger another excess free cash flow debt payment in early 2018, allowing for faster deleveraging. Moody's could upgrade Quorum's ratings if both revenue and EBITDA stabilize such that total debt-to-EBITDA remains below 6.0 times and free-cash-flow-to-total-debt exceeds mid-single-digit percentages, both on a sustained basis. Moody's could downgrade the ratings if revenues and EBITDA fail to stabilize, reflective, perhaps, of a return to depressed O&G markets. The ratings could also be downgraded if Moody's anticipates that leverage will deteriorate, instead of improving as expected, if liquidity shows signs of deteriorating, or compliance with financial covenants appears challenging. Headquartered in Houston, TX, Quorum is a software development and consulting company that designs, develops, implements, and supports enterprise resource planning ("ERP") software solutions to companies in the North American energy industry. The company is owned by affiliates of Silver Lake Partners as the result of a mid-2014 LBO. Moody's estimates that Quorum's 2017 revenues will be roughly $90 million, flat relative to 2016. The principal methodology used in these ratings was Software Industry published in December 2015. ROCKFORD INSURANCE: Alliance Financial Buying All Assets for $675K ------------------------------------------------------------------ Rockford Insurance Agency, LLC ("RIA") and New York Private Insurance Agency, LLC ("NYPIA") ask the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of substantially all assets to Alliance Financial and Insurance Agency, LLC for $675,000. Pursuant to their May 23, 2017 First Amended Joint Plan of Reorganization, the Debtors are to sell all of their assets. During the course of the Chapter 11 cases, they have been actively marketing the sale of their assets through J.J. Fagan & Co., LLC, as business broker with various potential buyers for 8 months. Under the Plan, the amounts creditors will receive, except for the Morris creditors and Guy Hiestand, have been established. The outcome of the sales of the assets will have no effect on the amount creditors will receive under the Plan, except for the Morris creditors and Hiestand. The Debtors believe the Morris creditors and Hiestand will support the proposed sale of assets. The Debtors have entered into an Asset Purchase Agreement with the Buyer for the purchase of substantially all of the assets of the Debtors, but not the assets of GH Insurance Agency, LLC, which is a wholly owned subsidiary of NYPIA. The terms of the proposed sale under the APA are: a. The sale price will be $675,000. The sum of $575,000 will be paid at closing with the balance of $100,000 to be paid within 60 days of the closing. The Buyer may deduct from the final payment the amount any commissions received by Seller for any insurance policies sold by Buyer from and after the Closing. b. The assets to be sold will include substantially all assets of the Debtors, except the Excluded Assets as set forth in the APA. The Excluded Assets are generally described as including NYPIA's membership interests in GH and RIA and all assets of GH. c. The sale is subject to approval by the Court and the assets must be sold free and clear of all Liens. d. The Closing must occur by Aug. 31, 2017. e. The brokerage agreement approved by the Court in the Order authorizing employment of Fagan provides for payment of a success fee of 3.5% of the gross sale price. The Debtors propose to pay Fagan the $23,625 success fee at the Closing. In connection with the sale, the Debtors also seek to assume and assign the Executory Contracts to the Buyer. As applicable, the Debtors will cure all monetary defaults under such Executory Contracts to the extent required by Section 365(b) of the Bankruptcy Code as set forth in the APA. A copy of the APA and the list of Executory Contracts attached to the Motion is available for free at: http://bankrupt.com/misc/Rockford_Insurance_158_Sales.pdf The Debtors have therefore determined, based upon their sound business judgment, that the most viable option for maximizing the value of their estates is through a sale of substantially all of their assets. NYPIA will also be filing a motion seeking authorization to exercise its authority as the sole member of GH to sell substantially all the assets of GH. Accordingly, the Debtors ask the Court to approve the relief requested. The Debtors ask that the Courts waive any 14-day stay that might be imposed under Bankruptcy Rules 6004(h) and 6006(d) for any order authorizing the sale of property and the assignment of the Executory Contracts such that they can close the Sale promptly after the entry of the Sale Order. The Purchaser can be reached at: ALLIANCE FINANCIAL AND INSURANCE AGENCY, LLC Attn: Ryan Kyes, President 423 W. Main St. Lowell, MI 40509 About Rockford Insurance Agency Rockford Insurance Agency, LLC, and New York Private Insurance Agency, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Lead Case No. 16-01034) on March 1, 2016. J.J. Fagan & Co., LLC, was hired to assist in the sale of assets of the company and its affiliate New York Private Insurance Agency, LLC. The Debtors' May 23, 2017 First Amended Joint Plan of Reorganization in Chapter 11 was confirmed by the Court's July 20, 2017 Order. SEARS CANADA: Fairholme Is Evaluating Potential Sale of Shares -------------------------------------------------------------- On July 27, 2017, Fairholme Capital Management, L.L.C. and ESL Partners L.P., RBS Partners, L.P., ESL Investments, Inc. and Edward S. Lampert terminated their Joint Representation of Canadian legal counsel with respect to a potential negotiated transaction with Sears Canada Inc. and its subsidiaries in connection with the Issuer's CCAA proceedings. Fairholme continues to evaluate Sears Canada and its business, affairs, operations, results of operations, contracts, liabilities, properties and prospects, and may consider, evaluate and discuss potential transactions involving the Issuer or its affiliates, including, without limitation, financing transactions, purchase and sale transactions or restructuring transactions. Fairholme, either individually or together with other parties, may make proposals with respect to those transactions involving the Issuer or that may otherwise involve one or more of the types of transactions. Fairholme reported beneficial ownership of 21,090,483 common shares (20.7%); Bruce R. Berkowitz reported 21,433,443 (21%); and Fairholme Funds, Inc. reported beneficial ownership of 12,014,115 (11.8%), of Sears Canada Inc. as of July 27, 2017, based upon the 101,877,662 Shares outstanding as of June 13, 2017, according to Sears Canada. Fairholme also disclosed that it is evaluating and considering a potential sale of Shares of Sears Canada in order to generate a tax loss for Fairholme and its investors. There is no assurance that Fairholme will make or pursue any such proposal or transaction or that any such proposal will result in a completed transaction. A full-text copy of the regulatory filing is available at: https://is.gd/gGxKkb About Sears Canada Sears Canada Inc. is an independent Canadian digital and store-based retailer and technology company whose head office is based in Toronto. Sears Canada's unique brand format offers premium quality Sears Label products, designed and sourced by Sears Canada, and of-the-moment fashion and home decor from designer labels in The Cut @Sears. Sears Canada also has a top ranked appliance and mattress business in Canada. Sears Canada is undergoing a reinvention, including new customer experiences at every touchpoint, a new e-commerce platform, new store concepts, and a new set of customer service principles designed to deliver WOW experiences to customers. Information can be found at sears.ca/reinvention. Sears Canada operates as a separate entity from its U.S.-based co-founder, now known as Sears Holdings Corporation, based in Illinois. The Company's balance sheet as of April 29, 2017, showed total assets of C$1.187 billion against total liabilities of C$1.107 billion. Amid mounting losses and liquidity constraints Sears Canada and certain of its subsidiaries on June 22, 2017, applied to the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act ("CCAA"), in order to continue to restructure its business. Sears Canada and its subsidiaries on June 22, 2017, were granted an order (the "Initial Order") under the Companies' Creditors Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI Consulting has been appointed Monitor. Sears Canada and certain of its subsidiaries have obtained orders from the Ontario Superior Court of Justice (Commercial List) extending the stay period provided by the Initial Order to Oct. 4, 2017, under the Companies' Creditors Arrangement Act. The Company has engaged BMO Capital Markets, as financial advisor, and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of Directors and the Special Committee of the Board of Directors of the Company has retained Bennett Jones LLP, as legal advisor. FTI Consulting is the Court-appointed monitor. The Monitor tapped Norton Rose Fulbright Canada LLP as counsel. SECOND CHANCES: Taps Michelle Steele as Bookkeeper -------------------------------------------------- Second Chances WV LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire a bookkeeper. The Debtor proposes to hire Michelle Steele and pay her $35 per hour or up to $600 per month to prepare its monthly operating report; and an hourly fee of $35 for other services including the preparation of financial projections and tax returns. Ms. Steele does not hold any interest adverse to the Debtor or its estate, and does not have connection with any of its creditors, according to court filings. About Second Chances WV Second Chances WV, LLC, based in Jumping Branch, West Virginia, filed a Chapter 11 petition (Bankr. S.D. W.Va. Case No. 17-50174) on June 9, 2017. The Debtor listed under $1 million in both assets and liabilities. William W. Pepper, Esq., at Pepper & Nason, serves as bankruptcy counsel. SELFRIDGE LLC: Taps Simon Resnik as Legal Counsel ------------------------------------------------- Selfridge, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Simon Resnik Hayes LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code; conduct examinations; and assist in the preparation and implemntation of a bankruptcy plan. The hourly rates charged by the firm are: M. Jonathan Hayes Of Counsel $485 Matthew Resnik Partner $425 Roksana Moradi Partner $385 Russell Stong Associate $350 David Kritzer Associate $350 Rosario Zubia Paralegal $135 Simon Resnik received an initial retainer in the amount of $21,717. Roksana Moradi, Esq., a partner at Simon Resnik, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew D. Resnik, Esq. Roksana D. Moradi, Esq. Simon Resnik Hayes LLC 15233 Ventura Blvd., Suite 250 Sherman Oaks, CA 91403 Tel: (818) 783-6251 Fax: (818) 827-4919 Email: matthew@SRHLawFirm.com Email: roksana@SRHLawFirm.com About Selfridge LLC Based in Mailibu, California, Selfridge, LLC was created on April 16, 2009, for the purpose of owning and operating real property. Its largest asset is a real property located at 28901 Selfridge Drive in Malibu. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-11222) on July 7, 2017. Candace C. Pendleton, managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Peter Carroll presides over the case. SHORT BARK: Seeks Approval to Employ Ordinary Course Professionals ------------------------------------------------------------------ Short Bark Industries, Inc. and EXO SBI, LLC have filed a motion seeking approval from the U.S. Bankruptcy Court in Delaware to hire professionals used in the ordinary course of business. The request, if granted, would allow the Debtors to employ "ordinary course professionals" without filing separate employment applications. The Debtors proposed to employ these OCPs: Services --------------- Kostos and Lamer P.C. Legal services with respect to government contracts RR Group PSC General tax services Tanner & Co., CPA Auditing services DC Holdings, LLC Consultant related to government contract research and vendor selection Slate Solutions Consultant related to ballistic/body armor design and manufacturing expert Gentry, Tipton and MCLE General legal services Luedeka Neely Group Patent legal services Wimberly Lawson Wright Legal services related to Daves & Jones PLLC labor law Schuster Aguilo, LLC Puerto Rico labor law services In the same filing, the Debtors also asked the court for approval to pay each OCP a total of $50,000 without filing an application, and a monthly cap of $15,000 for all fees paid to an individual OCP. About Short Bark Industries Short Bark Industries, Inc. -- http://www.shortbark.com/-- provides military apparels for the Department of Defense, law enforcement industry. The company's manufactured items in the military category include military MOLLE, medium and large rucksacks, assault packs, IWCS, ACU, ABU, BDU, helmet covers, FROG, A2CU and more. It offers men and boys suits, over garments, bag, and coats. The company holds over 120,000+ square feet of manufacturing capacity with operations in Florida, Puerto Rico and Tennessee. Short Bark and EXO SBI, LLC sought bankruptcy protection (Bankr. D. Del., Lead Case No. 17-11502) on July 10, 2017. The petitions were signed by Phil Williams, CEO and chairman. The Debtors listed total assets of $10 million to $50 million and total liabilities of $10 million to $50 million. Bielli & Klauder, LLC serves as lead bankruptcy counsel to the Debtors. On July 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. SIXTY SIXTY CONDOMINIUM: Wants Exclusivity Extended Through Oct. 31 ------------------------------------------------------------------- Sixty Sixty Condominium Association, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida extending its exclusive plan proposal period for an additional 90 days, through and including Oct. 31, 2017. As per the exclusivity court order, the Debtor's Exclusivity expires on Aug. 2, 2017. The Debtor requests the Court schedule an emergency hearing on or before Aug. 2. In the event this Court is unable to hold a hearing on the Debtor's request on or before Aug. 2, the Debtor further requests that to avoid potential additional litigation in this case, the Court enter an interim order extending Debtor's Exclusivity through and including the next available date for hearing on the Debtor's exclusivity extension request. On June 23, 2017, the Court denied approval of the disclosure statement referring to the Debtor's plan of reorganization, without prejudice to Debtor proceeding with sale and rental efforts and negotiating with creditors. On July 13, 2017, July 14, 2017, and July 21, 2017, the Court conducted hearings on, among other things, the Debtor's motion to approve as highest and best a certain contract submitted by Marc Realty Capital, LLC, as buyer and Debtor and non-Debtors as sellers of units in the condominium, the ROFR Issue, and jurisdictional issues. Also on July 27, 2017, the Court entered an order (1) setting deadline for execution of amended contract; and (2) setting final hearing on contract approval. Through the scheduling order, among other things, the Court advised the Debtor and other residential unit owners of certain amendments required to be made to the contract in order to proceed by Aug. 7, 2017. Additionally, the scheduling court order required Debtor to file a further amended plan and disclosure statement incorporating the terms of the contract (as amended) and certain other material provisions. The Debtor intends to file a further amended plan and disclosure statement consistent with the Court's directions and respectfully requests an extension of Exclusivity in order to allow Debtor to focus its resources on doing so. The Debtor says its case is very large and incredibly complex, with several unresolved issues directly affecting the Debtor's ability to advance through the confirmation process. The scheduling court order, amended contract, contract hearing, and administration court order, and other matters in the docket, evidence that the Debtor is working diligently and in good faith to reorganize its financial affairs through a confirmed plan, including seeking to resolve issues with Schecher Group, Inc., and other creditors. The Debtor says it continues to devote time and energies in good faith to make progress toward acceptance of an amended plan of reorganization. Subsequent to the contract hearing and as the amended contract takes its final form consistent with the Court's direction; Debtor will file its Debtor's Second Amended Plan and Second Amended Disclosure Statement. Accordingly, the Debtor is not yet in a position to solicit votes on its Amended Plan. About Sixty Sixty Condominium Sixty Sixty Condominium is a mixed-use hotel/residential building located at 6060 Indian Creek Drive in Miami Beach, Florida. Sixty Sixty Condominium Association, Inc., a non-profit corporation, is responsible for, among other things, the management, operation, and maintenance of the Condominium's "Common Elements", and other obligations imposed by state statute. Sixty Sixty Condominium Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on December 5, 2016, listing $100,000 to $500,000 in total assets, and $1 million to $10 million in liabilities. The petition was signed by Maria Velez, president of the Board of Directors. The Hon. Robert A. Mark presides over the case. Brett D. Lieberman, Esq., at Messana, P.A., represents the Debtor as counsel. Juda Eskew & Associates, PA, serves as the Debtor's accountant. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. SOLYMAN YASHOUAFAR: Court Stays Abselet Suit -------------------------------------------- Judge John F. Walter of the U.S. District Court for the Central District of California approved the Stipulation by and among Plaintiff-Creditor Howard L. Abselet, and Defendants-Debtors Solyman Yashouafar and Massoud Aaron Yashouafar to Stay Action and Vacate All Dates and Deadlines Set by Court Order. Accordingly, this action is stayed other than the following: (A) The deposition of Howard Abselet; (B) The deposition of Sina Abselet; and (C) The document production (pursuant to subpoena duces tecum) by Holthouse Carlin Van Tright LLP. All deadlines in this Action, as set by the Court's Amended Scheduling and Case Management Order, including the trial date, are vacated. The Court directed Howard Abselet to file a status report every six months, commencing January 1, 2018. The case is HOWARD L. ASBELET, Plaintiff, v. SOLYMAN YASHOUAFAR, and MASSOUD AARON YASHOUAFAR, Defendants, Case Nos. 2:16-cv-9519-JFW (JEMx), 1:16-bk-12255-GM, Jointly Administered with Case No. 1:16-bk-12408-GM (Bankr. C.D. Calif.). A full-text copy of the Order dated July 24, 2017, is available at https://is.gd/5aIcLQ from Leagle.com. About The Yashouafars Solyman Yashouafar and Massoud Aaron Yashouafar sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case Nos. 16-12255 and 16-12408) on August 3, 2016. The petitions were filed pro se. Bankr. C. D. Calif. Case No. 16-12255 is jointly administered with Bankr. C. D. Calif. Case No. 16-12408. The Office of the U.S. Trustee on November 2 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Solyman Yashouafar and Massoud Aaron Yashouafar. The committee members are: (1) DMARC 2007-CD5 Garden Street LLC; (2) Van Nuys Plywood, LLC; and (3) Mehrdad Taghdiri. Howard L Abselet, Plaintiff, represented by Henry Stuart David, The David Firm. Howard L Abselet, Plaintiff, represented by Andrew F. Kim, Law Office of Andrew F Kim & Jessica Mickelsen Simon, Associate at Katten Muchin Rosenman LLP. Massoud Aaron Yashouafar, Defendant, Pro Se. Solyman Yashouafar, Defendant, represented by Mark E. Goodfriend, Esq. at the Law Offices of Mark Goodfriend. SPANNY CLEANERS: Taps Berger Singerman as Legal Counsel ------------------------------------------------------- Spanny Cleaners, Inc. by Enrique Chantres seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Berger Singerman LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, assist in any potential sale of its assets, negotiate with creditors, and prepare a bankruptcy plan. Jordi Guso, Esq., the attorney who will be handling the case, will charge an hourly fee of $625. The hourly rates of other attorneys who may also assist the Debtor range from $310 to $525. Legal assistants and paralegals will charge between $85 to $235 per hour. Berger Singerman holds a retainer in the amount of $25,000. The firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Berger Singerman can be reached through: Jordi Guso, Esq. Berger Singerman LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 Email: jguso@bergersingerman.com About Spanny Cleaners Inc. by Enrique Chantres Spanny Cleaners, Inc. by Enrique Chantres, a company based in Miami, Florida, provides drycleaning and laundry services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-18875) on July 14, 2017. Enrique Chantres, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Jay A. Cristol presides over the case. STAR GOLDEN: Sets Bid Procedures for Five Las Vegas Properties -------------------------------------------------------------- Star Golden Enterprises, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the bidding procedures in connection with the sale of real properties: (i) located at 8600 W. Charleston Blvd., Apt. 2070, Las Vegas, Nevada ("Charleston Property"); (ii) located at 8101 W. Flamingo Rd., Unit 2108, Las Vegas, Nevada; (iii) located at 1199 Chestwood Ave., Las Vegas, Nevada; (iv) located at 3448 Castanada St., North Las Vegas, Nevada ("Castanada Property"); and (v) located at 799 Mesquite Springs, Unit 101, Mesquite, Nevada ("Mesquite Property") through an auction. A hearing on the Motion is set for Aug. 29, 2017 at 10:00 a.m. Commencing on March 15, 2013, the Debtor purchased several residential real properties from homeowners' associations ("HOAs") following their acquisition of the properties by foreclosure of superpriorty liens ("HOA Foreclosures") pursuant to NRS Chapter 116. Following its acquisition of the properties, the Alleged Lien Parties continued to assert liens upon or interest in the properties purchased, notwithstanding that such liens and/or interests had been extinguished through the HOA Foreclosures. As a result, Debtor commenced a series of lawsuits to quiet title and confirm that the Alleged Lien Parties did not hold liens upon or interests in the Real Properties ("Quiet Title Actions"). The Real Properties are collectively scheduled as having an aggregate value of $856,396, which value is based on comparable sales. Clara Braud, Countrywide Home Loans, Inc., BAC Home Loans Servicing, LP, U.S. Bank National Association, as Trustee for the benefit of Harborview 2005-16 Trust Fund, and Reconstruct Company NA have asserted liens upon or interests in the Charleston Property, which the Debtor disputes. As a result, on Dec. 23, 2014, Debtor filed a Complaint in the Eighth Judicial District Court, Clark County, Nevada, thereby commencing Case No. A-14-711498 seeking to quiet title. The Charleston Property is also subject to a lien asserted by Cappella Mortgage in the principal amount of $45,000. Bank of America, N.A., PRLAP, Inc., Jane Soo Hoo Fung, and Vincent W. Fung have asserted liens upon or interests in the Flamingo Property, which the Debtor disputes. As a result, on June 9, 2014, Debtor filed a Complaint in the Eighth Judicial District Court, Clark County, Nevada, thereby commencing Case No. A-14-702119-C seeking to quiet title. JP Morgan Chase Bank, Cooper Castle Law Firm, LLP, and Jason Ryan Stevenson have asserted liens upon or interests in the Chestwood Property, which the Debtor disputes. As a result, on June 5, 2014, Debtor filed a Complaint in the Eighth Judicial District Court, Clark County, Nevada, thereby commencing Case No. A-14-791938 seeking to quiet title. Nationstar Mortgage LLC, PRLAP, Inc., Veronica Davalos, and Sergio Davalos Navarro have asserted liens upon or interests in the Castanada Property, which the Debtor disputes. As a result, on June 5, 2014, Debtor filed a Complaint in the Eighth Judicial District Court, Clark County, Nevada, thereby commencing Case No. A-14-701939-C seeking to quiet title. Steven Jarrell, Mountain America Federal Credit Union and Citicorp Trust Company, Citimortgage Inc, Cal-Western Reconveyance Company, LSF7 Bermuda NPL II Trust, Vericrest Financial Inc, U.S. Bank Trust, N.A., US Bank Trust N.A. EE, Wells Fargo Delaware Trust Co. N.A. EE, US Bank Trust, N.A. as Trustee for LSF7 NPL II Trust have asserted liens upon or interests in the Mesquite Property, which the Debtor disputes. As a result, on October 24, 2014, Debtor filed a Complaint in the Eighth Judicial District Court, Clark County, Nevada, thereby commencing Case No. A-14-708995 seeking to quiet title. Through the Auction, the Debtor proposes to sell the Real Properties, individually or in bulk, free and clear of all alleged liens, claims, and interests, including those referenced in the Quiet Title Actions, to the bidder with the highest and best offer at the Auction. It also proposes to assume and assign the Assumed Contracts and Leases to the Highest Bidder. The Bid Procedures were developed consistent with the objective of promoting active bidding. The Bid Procedures further reflect Debtor's objective of conducting the Auction in a controlled, but fair and open fashion that promotes interest in the Real Properties by financially-capable, motivated bidders that are likely to close the transaction. It believes that the sale of the Real Properties through the Auction and in the manner prescribed by the Bid Procedures will maximize value for the Debtor's estate and creditors. The salient terms of the Bid Procedures are: a. Bid Deadline: (TBD) at 5:00 p.m. (PST) b. Deposit: (i) 10% of the dollar amount of the purchase price of such bid; or (ii) 10% of the value of such bid c. Auction: The Debtor will conduct the Auction on the date set by the Court. d. The first Qualified Bid at the Auction will be deemed to have been made by the Initial Highest Bidder in the amount of the Initial Highest Bid. e. The next Qualified Bid at the Auction will be an amount equal to or greater than the Initial Highest Bid plus no less than $2,500 with respect to each Real Property. f. Closing: No later than seven days after entry of the Sale Order g. "As Is, Where Is": The sale of the Real Properties will be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description. The Debtor asks an Auction and Sale Hearing to be set forth in the Notice of Bid Procedures and Auction. A firm Auction date will encourage Potential Bidders to promptly engage in the contemplated sale process. Within three Business Days following the entry of the Bid Procedures Order, the Debtor will serve the Bid Procedures and Auction Notice upon all Notice Parties. The proposed form of Asset Purchase Agreement will be modified as appropriate by Potential Bidders and the Debtor to reflect particular offers. A copy of the Bidding Procedures, Notice of Bid Procedures and Auction, and APA attached to the Motion is available for free at: http://bankrupt.com/misc/STAR_GOLDEN_115_Sales.pdf To the extent time is of the essence for any Prevailing Bidder(s), the Debtor asks that the Court waiver the stay imposed pursuant to Bankruptcy Rule 6004(h). About Star Golden Enterprises Star Golden Enterprises, LLC, was created on March 15, 2013, as a Nevada series limited liability company in order to acquire property for lease or sale at a profit. Its members are IMME, LLC, Evan Sofer and Robert Goldsmith. Star Golden Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10440) on Jan. 31, 2017, estimating its assets and debt at $1 million to $10 million. The case is assigned to Judge Bruce T. Beesley. No trustee, examiner or official committee has been appointed in the case. SULLIVAN VINEYARDS: Wants to Use Winery Cash Collateral ------------------------------------------------------- Sullivan Vineyards Corporation filed a motion seeking permission from the U.S. Bankruptcy Court for the Northern District of California to use cash collateral of Winery Rehabilitation LLC and Stephen A. Finn. A hearing on the Debtor's motion is set for Aug. 7, 2017, at 11:00 a.m. After evidentiary hearing on April 11, 2017, the Court authorized the Debtor to use cash collateral through Aug. 9, 2017. The Debtor says it needs to continue to use its business revenues to preserve the its cash flow streams, as it continues to pursue plan confirmation. The Debtor states that it seeks court authority to use cash collateral to pay expenses that are necessary to preserve its cash flow stream. At this time, the Debtor requests authority to use cash collateral through the end of 2017. The Debtor believes the secured creditors are adequately protected because the requested use of cash collateral will preserve the cash flow stream. Moreover, the Debtor believes that the secured creditors are adequately protected because the aggregate value of the assets securing their claims (including the real property owned by Sullivan Vineyards Partnership, an affiliated entity) substantially exceeds the claims of WR and Mr. Finn, even at the low-ball values attributed to the collateral by WR and Mr. Finn. The dollar amount of the claim of WR is approximately $10.5 million, and the dollar amount of the highly disputed claim of Mr. Finn is approximately $5 million. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/canb17-10065-156.pdf About Sullivan Vineyards Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065) on Feb. 1, 2017, estimating assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Sullivan Vineyards Partnership sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-10067) on Feb. 2, 2017, disclosing $18.99 million in assets and $14.27 million in liabilities. The petitions were signed by Ross Sullivan, CEO. The cases are assigned to Judge Alan Jaroslovsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. SUNSET PARTNERS: Allowed to Use Cash Collateral Through Aug. 8 -------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Sunset Partners, Inc., and Bema Restaurant Corporation to collect and use cash collateral through the continued hearing. A hearing to consider approval of the Debtors' further use of cash collateral is scheduled for Aug. 8, 2017 at 10:30 a.m. Any objections must be filed by Aug. 7. The secured creditors are granted continuing replacement liens and security interests in the postpetition accounts receivable to the same validity, extent and priority that they would have had in the absence of the bankruptcy filing. The Debtors will also make adequate protection payments to American Express, Brown, Sysco and DOR in the amounts set forth on the Budget. A full-text copy of the Order, dated July 25, 2017, is available at https://is.gd/2N3O3C About Sunset Partners and Affiliate Sunset Partners, Inc., is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, MA. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017. At the time of filing, the Debtor had $1.12 million in assets and $4.45 million in liabilities. The petitions were signed by Marc Berkowitz, president. The cases are jointly administered and assigned to Judge Joan N. Feeney. The Debtors are represented by David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP. No trustee, examiner, or official committee has been appointed in the Chapter 11 cases. SUNSHINE OILSANDS: Notes Under Forbearance to Mature Today ---------------------------------------------------------- The Board of Directors of Sunshine Oilsands Ltd. (the "Corporation" or "Sunshine") on July 28, 2017, announced the following: Reference is made to the announcements of the Corporation dated August 5, 2014, August 8, 2014 and February 5, 2016 (all Hong Kong time) in relation to, among other things, the offering of US$200 million principal amount of senior secured notes (the "Notes"). Reference is also made to the announcements of the Corporation dated August 1, 2016, August 12, 2016, August 17, 2016, August 29, 2016, September 1, 2016, September 12, 2016, October 31, 2016, January 31, 2017 and March 21, 2017 (all Hong Kong time) in relation to, among other things, the forbearance agreements the Corporation has entered into with the holders of the Notes (the "Noteholders"). According to the Agreement, the FRA and the NEA in respect of the Notes, the Notes will be matured on August 1, 2017; the Corporation is required to, amongst other matters, repay Notes principal, and any previous outstanding payment commitments on August 1, 2017. As at the date of this announcement, the Corporation is in negotiation with the Noteholders in relation to the repayment. The Corporation will provide further updates to the negotiation as necessary. About Sunshine Oilsands Ltd. The Corporation is a Calgary based public corporation listed on the Hong Kong Stock Exchange since March 1, 2012. The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region. The Corporation owns interests in approximately one million acres of oil sands and petroleum and natural gas leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area. West Ells has an initial production target of 5,000 barrels per day. T3M INC: Has Court's Final Approval to Use Cash Collateral ---------------------------------------------------------- The Hon. Scott H. Yun of the U.S. Bankruptcy Court for the Central District of California has authorized T3M Inc. to use cash collateral through Aug. 31, 2017, on a final basis. In the event Lender Collections, LLC, and the Debtor reach an agreement for the continued use of cash collateral beyond Aug. 31, 2017, the Debtor may use the cash collateral through Sept. 30, 2017, without need for a further hearing, provided that the Debtor files a stipulation setting forth the terms of the use and a budget on or before Aug. 31, 2017. A copy of the Final Order is available at: http://bankrupt.com/misc/cacb17-14082-70.pdf About T3M Inc. Founded in 2006 in Costa Mesa, California, and previously known as T3 Motion, Inc., T3M Inc. designs, manufactures and markets personal mobility vehicles powered by electric motors to the professional and consumer markets. Its initial product is the T3 Series, a three wheel, electric stand-up vehicle powered by a quiet, zero-gas emission electric motor that is designed specifically for public and private security personnel. T3M Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-14082) on May 15, 2017. Mi "Michael" Zhang, president, signed the petition. The Debtor estimated assets and debt at $1 million to $10 million as of the bankruptcy filing. Judge Scott H. Yun presides over the case. Aram Ordubegian, Esq., and M. Douglas Flahaut, Esq., at Arent Fox LLP, serve as the Debtor's legal counsel. LKP Global Law LLP is the Debtor's special litigation counsel. TIFARO GROUP: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of The Tifaro Group, Ltd., and EC Mansfield LLC as of July 27, according to a court docket. About The Tifaro Group Ltd. The Tifaro Group, Ltd., is a Texas limited partnership organized as an investment vehicle for the purpose of owning interest in various healthcare-related entities. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-80171) on June 2, 2017. The petition was signed by J. Patrick Magill, president of Magill, P.C., which is the financial agent of The Tifaro Group Management Company LLC. TGMC is the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. Melissa A. Haselden, Esq., and Edward L. Rothberg, Esq., at Hoover Slovacek LLP serve as the Debtor's legal counsel. Judge David R. Jones presides over the case. About EC Mansfield LLC Headquartered in Houston, Texas, EC Mansfield LLC -- dba Elitecare Emergency Room, Elitecare 24 Hour Emergency Room Manfield, Elitecare 24 Hour Emergency Room, Elitecare 24 Hour Emergency Center, Elitecare Emergency Center, Elitecare Emergency Room -- owns an emergency care ambulatory facility located in Mansfield, Texas. The Debtor is an affiliate of The Tifaro Group, Ltd., that sought bankruptcy protection on June 2, 2017 (Bankr. S.D. Tex. Case No. 17-80171). The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-34452) on July 25, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Patrick J. Magill, president of Magill, PC, financial agent of the Debtor. Judge Marvin Isgur presides over the case. Melissa Anne Haselden, Esq., at Hoover Slovacek LLP serves as the Debtor's bankruptcy counsel. TK HOLDINGS: Taps Lazard Freres as Investment Banker ---------------------------------------------------- TK Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Lazard Freres & Co. LLC and Lazard Freres K.K. as investment banker. The firm will provide these services in connection with the Chapter 11 cases of the company and its affiliates: (a) reviewing and analyzing the business, operations and financial projections of the Debtors or their corporate parent Takata Corporation; (b) advising Takata or the Debtors regarding any potential restructuring transaction; (c) advising TK Holdings and Takata on tactics and strategies with respect to the OEMs and other stakeholders; (d) evaluating the potential debt capacity of Takata and the Debtors in light of their projected cash flows; (e) assisting Takata and the Debtors in preparing documentation within the firms' area of expertise that is required in connection with any restructuring; (f) attending meetings of the Boards of Directors of Takata and TK Holdings; (g) providing testimony if necessary; and (h) providing Takata and the Debtors with other financial restructuring advice. The firms will receive a monthly fee of $250,000 and will be reimbursed for work-related expenses. The firms will also be paid a $21 million fee upon consummation of any restructuring. A portion of the restructuring fee will be payable by the Debtors and a portion will be payable by Takata, with the allocation to be agreed by the earlier of the confirmation of a plan of reorganization and consummation of a restructuring. Lazard Freres & Co. and Lazard Frères K.K. are "disinterested " as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firms can be reached through: Andrew Yearley Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 - and - Lazard Freres K.K. Sanno Park Tower, 25th Floor 11-1, Nagatacho 2-Chome Chiyoda-Ku Tokyo, Japan 100-6106 About Takata Corp Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. Pachulski Stang Ziehl & Jones LLP represents the Official Committee of Tort Claimants as bankruptcy counsel. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. TOWN SPORTS: Incurs $410K Net Loss in Second Quarter ---------------------------------------------------- Town Sports International Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $410,000 on $99.99 million of revenues for the three months ended June 30, 2017, compared to net income of $20.73 million on $100.93 million of revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, Town Sports reported a net loss of $3.34 million on $199.07 million of revenues compared to net income of $13.80 million on $202.28 million of revenues for the same period a year ago. Town Sports posted net income of $8.04 million for the year ended Dec. 31, 2016, compared to net income of $21.15 million for the year ended Dec. 31, 2015. As of June 30, 2017, Town Sports had $236.6 million in total assets, $323.5 million in total liabilities and a total stockholders' deficit of $86.96 million. The Company experienced declining revenue from members in the past several years as the fitness industry was highly competitive in the geographic regions in which the Company competed. Also, the prior strategy of converting to a low-cost gym resulted in additional revenue pressure for the past few years. New members joined at lower monthly rates and cancellations of members paying higher rates negatively impacted the Company's results and liquidity. In response to this, the Company implemented cost-savings initiatives in 2015, 2016 and 2017, which mitigated the impact the decline in revenue had on its profitability and cash flow from operations. The Company continues to recover from its prior strategy of converting to a low-cost gym. The Company focuses on increasing membership in existing clubs to increase revenue. The Company may consider additional actions within its control, including club acquisitions, the closure of unprofitable clubs upon lease expiration, the sale of certain assets and entering into arrangements with revenue generating partnerships, some of which will utilize a "shop-in-shop" concept. The Company may also consider additional strategic alternatives, including opportunities to reduce TSI, LLC's existing debt and further cost-savings initiatives. The Company's ability to continue to meet its obligations is dependent on its ability to generate positive cash flow from a combination of initiatives, including those mentioned above. Failure to successfully implement these initiatives could have a material adverse effect on the Company's liquidity and its operations, and the Company would need to implement alternative plans that could include additional asset sales, additional reductions in operating costs, additional reductions in working capital, debt restructurings and the deferral of capital expenditures. The Company said there can be no assurance that such alternatives would be available to the Company or that the Company would be successful in their implementation. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Lbew9G About Town Sports Town Sports International Holdings, Inc. is the owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 149 fitness clubs as of June 30, 2017, comprising 102 New York Sports Clubs, 28 Boston Sports Clubs, 11 Washington Sports Clubs (one of which is partly-owned), five Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 549,000 members as of June 30, 2017. * * * As reported by the TCR on May 10, 2016, S&P Global Ratings said that it affirmed its corporate credit rating on New York City-based Town Sports International Holdings Inc. at 'CCC+'. The rating outlook is negative. The 'CCC+' corporate credit rating affirmation reflects a highly leveraged capital structure that S&P believes is unsustainable over the long term, the ongoing risk of a conventional default, and the risk of another type of distressed debt restructuring in the future. The TCR reported on May 10, 2017, that Moody's Investors Service changed the ratings outlook for the debt of Town Sports International Holdings, Inc. to stable from negative. At the same time, Moody's affirmed the Company's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at 'Caa2' and 'Caa2-PD', respectively, and its Speculative Grade Liquidity Rating at SGL-3, while also upgrading the company's senior secured credit facilities rating to 'Caa1' from 'Caa2'. Town Sports' Speculative Grade Liquidity Rating is SGL-3. According to Moody's analyst David Berge, "Town Sports has made progress in stabilizing the fee-based portion of its revenue stream, which is an important early step in the company's recovery. The ability to grow its membership base while demonstrating the viability of its pricing strategy in the highly-competitive fitness club sector will be key to future improvement in the company's credit profile." TOWN SPORTS: May Issue 2 Million Shares Under 2006 Incentive Plan ----------------------------------------------------------------- Town Sports International Holdings, Inc., filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 2,000,000 shares of common stock under the Company's 2006 Stock Incentive Plan (as amended and restated effective as of April 2, 2015, and as further amended effective as of March 22, 2017). On May 10, 2017, at the 2017 Annual Meeting of Stockholders of Town Sports, the Company's shareholders approved an amendment to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective as of April 2, 2015) effective as of March 22, 2017. The Amendment provides that the number of shares of the Company's common stock, par value $0.001, which may be granted under the Plan will be increased by 2,000,000 Shares in addition to the 4,500,000 Shares which were previously authorized for issuance under the Plan. A full-text copy of the Form S-8 prospectus is available at: https://is.gd/AwevSP About Town Sports Town Sports International Holdings, Inc. is the owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 149 fitness clubs as of June 30, 2017, comprising 102 New York Sports Clubs, 28 Boston Sports Clubs, 11 Washington Sports Clubs (one of which is partly-owned), five Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 549,000 members as of June 30, 2017. Town Sports posted net income of $8.04 million for the year ended Dec. 31, 2016, compared to net income of $21.15 million for the year ended Dec. 31, 2015. As of June 30, 2017, Town Sports had $236.56 million in total assets, $323.52 million in total liabilities and a total stockholders' deficit of $86.96 million. * * * As reported by the TCR on May 10, 2016, S&P Global Ratings said that it affirmed its corporate credit rating on New York City-based Town Sports International Holdings Inc. at 'CCC+'. The rating outlook is negative. The 'CCC+' corporate credit rating affirmation reflects a highly leveraged capital structure that S&P believes is unsustainable over the long term, the ongoing risk of a conventional default, and the risk of another type of distressed debt restructuring in the future. The TCR reported on May 10, 2017, that Moody's Investors Service changed the ratings outlook for the debt of Town Sports International Holdings, Inc., to stable from negative. At the same time, Moody's affirmed the Company's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at 'Caa2' and 'Caa2-PD', respectively, and its Speculative Grade Liquidity Rating at SGL-3, while also upgrading the company's senior secured credit facilities rating to 'Caa1' from 'Caa2'. Town Sports' Speculative Grade Liquidity Rating is SGL-3. According to Moody's analyst David Berge, "Town Sports has made progress in stabilizing the fee-based portion of its revenue stream, which is an important early step in the company's recovery. The ability to grow its membership base while demonstrating the viability of its pricing strategy in the highly-competitive fitness club sector will be key to future improvement in the company's credit profile." TRANSOCEAN INC: Moody's Revises Outlook to Neg. & Affirms B2 CFR ---------------------------------------------------------------- Moody's Investors Service changed Transocean, Inc. (Transocean)'s rating outlook to negative from stable. At the same time, Moody's affirmed Transocean's B2 Corporate Family Rating (CFR), its B2-PD Probability of Default Rating, its B1/Caa1 senior unsecured ratings, and its SGL-1 Speculative Grade Liquidity Rating. "The negative outlook reflects Moody's concerns that recovery of the offshore drilling market won't begin in earnest until at least 2019, which would lead to further deterioration in Transocean's cash flow and credit metrics," observed John Thieroff, Moody's Vice President. "While Transocean enjoys excellent liquidity, its $3 billion unsecured revolving credit facility matures mid-2019, raising concerns about the size and structure of the company's revolver upon renegotiation," Thieroff further noted. Affirmations Issuer: Transocean Inc. -- Corporate Family Rating, Affirmed B2 -- Probability of Default Rating, Affirmed B2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD 3) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 5) Outlook Actions: -- Outlook, Changed to Negative from Stable RATINGS RATIONALE Transocean's B2 CFR reflects Moody's expectation that the company's financial leverage will rise substantially in 2018 based on runoff of premium-priced contracts and Moody's outlook for very weak dayrates and stagnant rig utilization through at least 2018. The company has more new rig construction commitments than many of its peers, although most of the newbuild spending has been deferred into 2020. The B2 rating is supported by the company's industry-leading $10.2 billion revenue backlog as of July 25, 2017 and proactive measures it has taken to reduce operating costs, address debt maturities and enhance operational utilization for its active rigs. The rating also benefits from Transocean's very good liquidity and a fleet that makes it the largest participant in the deepwater drilling market. The B1 rating on Transocean's $1.25 billion senior notes due 2023 is one notch higher than the B2 CFR, reflecting the notes' structurally superior position in Transocean's capital structure relative to the remaining senior notes and unsecured revolving credit facility. The 2023 notes are guaranteed by intermediate holding company subsidiaries, effectively giving these notes a priority claim to the assets held by Transocean's operating and other subsidiaries. Transocean's remaining senior notes are rated Caa1, or two notches below the B2 CFR, reflecting their lack of security or subsidiary guarantees. As a result, these notes claim to the assets held by Transocean's operating and other subsidiaries will be subordinate to the 2023 notes. Given the potential for the revolver to become pari passu with the 2023 notes or even secured in the future as well as the possibility of additional secured debt issuances, Moody's believes the B1 and Caa1 ratings on Transocean's unsecured notes are more appropriate than what is suggested by Moody's Loss Given Default methodology. Transocean's SGL-1 Speculative Grade Liquidity rating reflects very good liquidity through 2018 because of its sizable cash balance and borrowing availability under its credit facility. Pro forma the May 2017 jackup fleet divestiture and the recent notes tender, the company had $2.2 billion of unrestricted cash at March 31, 2017 and full availability under its $3.0 billion revolving credit facility, which Moody's expects to remain undrawn through 2018. Operating cash flow and balance sheet cash should amply cover anticipated capital expenditures and debt maturities through 2018. Capital spending is expected to be moderate until 2020 when Transocean is expected to spend about $950 million to complete two drillships. The company has undertaken three secured note issues since October 2016, each secured by a newly constructed drillship to partially finance construction of the rigs, allowing the company to preserve cash during an extended market trough. At March 31, 2017, pro forma its recent notes tender and open market repurchases, Transocean had manageable debt maturities of $153 million, $401 million and $292 million in 2017, 2018, and 2020, respectively, with none in 2019. The unsecured bank revolving credit facility matures in June 2019 and has one financial maintenance covenant, limiting debt to capitalization to 60%. There is sufficient headroom to remain in compliance through 2018. Asset sales, while challenging given the market conditions for offshore drilling rigs, can be used to raise cash since most of the company's assets are unencumbered, as evidenced by the company's sale of its jackup fleet to Borr Drilling in May 2017. The outlook is negative, reflecting Moody's concerns that meaningful and sustained offshore drilling recovery, particularly in the deepwater, could lag into 2019. The ratings could be downgraded if it appears Debt/EBITDA won't fall below 8x in 2019 or EBITDA/Interest coverage approaches 1.5x. A material loss of backlog could also pressure the ratings. An upgrade is unlikely given Moody's expectations for rising financial leverage over the next few years. An upgrade is unlikely given Moody's expectations for rising financial leverage and weak industry conditions over the next few years. If Transocean can sustain Debt/EBITDA below 6x beyond 2018 in an improving offshore drilling market while maintaining at least adequate liquidity, including extending its credit facility such that the 2020 maturity and capital spending are covered while maintaining sufficient excess capacity, an upgrade could be considered. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. TRIGEE FOUNDATION: Motion for Protective Order Granted ------------------------------------------------------ Trigee Foundation, Inc., has filed a Motion for Protective Order, seeking to be relieved from any obligation to comply with the Subpoena and Notice of Deposition Duces Tecum issued by Lerch, Early & Brewer, Chtd, for purposes of collecting fees that this court awarded to Lerch Early. The orders awarding compensation to Lerch Early were not monetary judgments. Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia issued an order granting the debtor's Motion for Protective Order. Judge Teel also ordered that the debtor is relieved from any obligation to comply with the Subpoena and Notice of Deposition Duces Tecum issued by Lerch Early. It is also ordered that there being no monetary judgment against the debtor, Lerch Early is not entitled at this juncture to pursue discovery from the debtor under Fed. R. Civ. P. 69(a)(2). The bankruptcy case is In re TRIGEE FOUNDATION, INC., (Chapter 11), Debtor, Case No. 12-00624 (Bankr. D.C.). A copy of Judge Teel's Memorandum Decision and Order dated July 26, 2017, is available at https://is.gd/hlpPCA from Leagle.com. Trigee Foundation Inc, Debtor In Possession, represented by Geoffrey H. Genth -- ggenth@kg-law.com -- Kramon & Graham, P.A.. Jeffrey M. Orenstein, Wolff & Orenstein, LLC. Jeffrey M. Sherman -- jeffreymsherman@gmail.com -- Law Offices of Jeffrey M. Sherman. U. S. Trustee for Region Four, U.S. Trustee, represented by Joseph A. Guzinski -- joseph.a.guzinski@usdoj.gov -- U. S. Trustee's Office About Trigee Foundation Washington, DC-based Trigee Foundation Inc. -- dba Minnesota Terrace Apartments, ta Oasis Realty Service -- sought Chapter 11 protection (Bankr. D.D.C. Case No. 12-00624) on Sept. 13, 2012. The case is a "single asset real estate" case. Judge S. Martin Teel, Jr. oversees the case. Jeffrey M. Sherman, Esq. -- jmsherman@lerchearly.com -- at Lerch, Early & Brewer, serves as the Debtor's counsel. In its petition, the Debtor estimated under $10 million in both assets and debts. The petition was signed by Johnnie Mae Durant. TXCC INC: Sale of All Assets in 5 Restaurants for $675K Approved ---------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas partially authorized TX. C.C., Inc. and affiliates to sell to TX CC Acquisition, LLC, formerly known as RRG 2011 Investments, LLC, substantially all of their restaurant assets: (i) Restaurant No. 6130, Knightdale, North Carolina; (ii) Restaurant No. 6423, Orlando, Florida; (iii) Restaurant No. 7102, Austin, Texas; (iv) Restaurant No. 7104, San Antonio, Texas; and (v) Restaurant No. 7140, Branson, Missouri for $675,000, subject to adjustments. A hearing on the Motion is set for July 24, 2017. The final maximum amounts to assume and assign the RRG Leases are: a. Restaurant No. 6130: Lessor is Kimco Wakefield Knightdale Limited Partnership. Cure Amount: $43,971 b. Restaurant No. 6423: Lessor is Frank Vitentti LAFA Enterprises Inc. Cure Amount: $83,619 c. Restaurant No. 7102: Lessor is The Austin Inv. Co Cure Amount: $92,883 d. Restaurant No. 7104: Lessor is Drury Southwest, Inc. Cure Amount: $81,764 e. Restaurant No. 7140: Lessor is HCW Private Development, LLC Cure Amount: $26,411 To the extent that any counter-party has failed to timely object to its cure cost as filed by the Debtors and served to the landlords or to the assumption/ assignment or designation of its RRG Lease, the counter-party is deemed to have consented to such cure cost and the assignment of its respective RRG Lease to RRG pursuant to the RRG Sale. When RRG elects to designate a lease as an Assumed RRG Lease, RRG will notify the landlord and the Debtor of such designation. The Debtor will then notify the non-debtor party to the RRG Lease and file such notice with the Court. The notice will include a proposed assumption order setting forth the cure amount. To the extent that a counterparty timely objected, a hearing on the subject RRG Designated Lease will be held no later than Sept. 12, 2017. RRG will pay any cure costs associated with an RRG Lease contemporaneously with the assumption and assignment of the subject RRG Lease. Except as provided in the Sale Order, and subject to the payment of cure costs as set forth, the Debtors are authorized and directed to assume and assign to RRG, effective upon the date that the leases are assumed and assigned, the RRG Assumed Leases, free and clear of all RRG Liens, RRG Claims, and other interests of any kind or nature whatsoever. These provisions govern the payment of cure costs with respect to the Assumed Leases and the Designated Leases: a. The assumption of any RRG Lease may occur only upon the payment to the non-debtor party of the cure cost that is set forth or as may otherwise be agreed between RRG and a non-debtor party and announced by supplement to the Sale Order. b. The amounts set forth reflect the sole amounts necessary to cure all monetary defaults and pay all pecuniary losses under the RRG Leases. c. The purchase price paid by RRG includes cure costs for the RRG Designated Leases that are part of the RRG Transaction Documents. RRG, upon assumption and assignment of the RRG Designated Leases, will then pay from the withheld purchase price funds to the relevant RRG Lessors the funds necessary to cure those RRG Designated Leases in accordance with the RRG Transaction Documents. d. During the period between the Closing of the Sale and the date that each Designated Lease is assumed or rejected, the automatic stay will continue to be in effect. Upon the Debtors' assumption/assignment and/or designation of the RRG Leases to RRG, pursuant to the RRG Transaction Documents and under the provisions of the Sale Order and the payment of any Cure Costs pursuant to the terms thereof and any additional orders of the Court, with respect to the RRG Assumed Leases at the RRG Closing and with respect to the RRG Designated Leases upon later assumption and assignment, no default will exist under any RRG Leases. Beginning and including the date of the RRG Closing, until the date upon which RRG elects to have an RRG Designated Lease assumed or rejected by the Debtors, RRG will compensate the respective RRG Lessor for all rental obligations due on the Debtors' behalf which is applicable to the Designation Term, including any common area maintenance charges, other charges and pass-throughs (e.g. trash, utilities) under the Designated Lease, and any and all taxes which may accrue as to a given RRG Lessor in the ordinary course of the operation of its business during the period between the RRG Closing and its election as to the assumption or rejection of a RRG Designated Lease. Notwithstanding any inconsistent provision in the Sale Order or the RRG APA, if RRG elects to have an RRG Designated Lease assumed by the Debtors, RRG will assume obligations on behalf of the respective RRG Lessor which have accrued during the Designation Term but which have not become due as of the date RRG elects to have the Debtors assume the specific RRG Designated Lease. This obligation will extend to year-end adjustments affecting such obligations. During the Designation Term, RRG will assume all insurance obligations which have accrued as to the respective RRG Lessor, undertaking the same insurance obligations as if RRG was itself the tenant. Furthermore, during the Designation Period, RRG will comply with all of the lease provisions as if RRG was the tenant. To the extent that Debtors receive any funds relating to business conducted at any Restaurant (including Restaurants relating to each RRG Designated Lease notwithstanding the fact that the election to assume or reject has not been made by RRG) on or after the effective date of the RRG Closing, then (i) such funds at no point will constitute property of the estates of the Debtors, (ii) the Debtors will be obligated to pay such funds to RRG to the extent constituting RRG Assets and such obligation will be deemed to be an administrative obligation of the Debtors; and (iii) the Debtors will and are authorized to pay such amounts to RRG of such Restaurant location (including Restaurants relating to each RRG Designated Lease notwithstanding the fact that the election to assume or reject has not been made by RRG), without seeking further authority from the Court. All sales proceeds or other payments made to the Debtors under the Sale Order and/or the RRG Transaction Documents, but not including any payments made under any interim management or operations agreement, will be forwarded to the trust account of Weycer Kaplan Pulaski & Zuber, P.C. and thereafter will be moved, used, or otherwise allocated only upon further Order of the Court. The ad valorem real property taxes, if any, for year 2017 (with accrual beginning on Jan. 1, 2017) pertaining to the RRG Assets will be prorated in accordance with the RRG Transaction Documents and will become the responsibility of RRG and the year 2017 ad valorem real property tax lien will be retained against the RRG Assets until said taxes are paid in full. Notwithstanding the foregoing, with respect to RRG Designated Leases in which the taxes are paid on an annual basis, RRG will have no liability for year 2017 ad valorem taxes unless and until one or more of the RRG Designated Leases are assumed by the Debtors and assigned to RRG. If the tax obligations for the RRG Designated Lease are escrowed or paid monthly, RRG will be responsible for the monthly payments which accrue during the Designation Term. If the applicable RRG Designated Lease is rejected, then RRG will have no liability with respect to such RRG Designated Lease. RRG will be responsible for all 2017 business personal property taxes. As to the RRG Assets, the liens of the Tax Authorities for taxes prior to 2017 and for 2017 through the Closing Date will attach to the sale proceeds with the same validity, extent, and priority as existed on their collateral prior to the sale. The balance of the 2017 taxes on the RRG Assets will be assumed and paid timely by RRG. Except as provided in the Sale Order and the RRG Transaction Documents, no funds will be distributed to any party except upon further order of the Court. The claims and liens of the Tax Authorities will remain subject to any objection any party would otherwise be entitled to raise. With respect to Williamson County, notwithstanding anything to the contrary contained in the Order, for taxes prior to 2017 all liens of Williamson County, Texas will attach to the gross sale proceeds with the same validity, priority and extent that they attached to any assets sold. With respect to any and all other tax authorities not enumerated above, the liens of the Tax Authorities for taxes prior to 2017 will attach to the sale proceeds with the same validity, extent, and priority as existed on their collateral prior to the sale. For cause shown, pursuant to Bankruptcy Rules 6004(h) and 7062(g), the Sale Order will not be stayed, will be effective immediately upon entry, and the Debtors and RRG are authorized to close the sale of the RRG Assets immediately upon its entry. About TX.C.C., Inc. TX.C.C., Inc., et al., own and operate two steakhouse dining concepts, Texas Land & Cattle and Lone Star Steakhouse & Saloon. The Debtors currently operate a total of 29 locations across the two brands. TX.C.C. filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tex. Case No. 17-40297) on Feb. 13, 2017. The petition was signed by Timothy Dungan, president. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Brenda T. Rhoades presides over the case. These affiliates also filed for Chapter 11 bankruptcy protection: a. Texas Land & Cattle of Fairview, LLC (Bankr. E.D. Tex. Case No. 17-40300) and Lone Star Steakhouse & Saloon of Springfield, Inc. (E.D. Tex. Case No. 17-40303) on Feb. 13; b. Lone Star Steaks, Inc. (E.D. Tex. Case No. 17-40330) on Feb. 17, 2017; c. Texas Land & Cattle Steakhouse of North Carolina, Inc. (E.D. Tex. Case No. 17-40332) and TXLC of Arlington II, LLC (E.D. Tex. Case No. 17-40333) on Feb. 18, 2017. d. Lone Star Steakhouse & Saloon of Southern Missouri (E.D. Tex. Case No. 17-40334) Lone Star Steakhouse & Saloon of Florida, Inc. (E.D. Tex. Case No. 17-40335) and TXLC of Missouri, Inc. (E.D. Tex. Case No. 17-40336) on Feb. 19, 2017; e. Lone Star Steakhouse & Saloon of Michigan, Inc. (E.D. Tex. Case No. 17-40339), Lone Star Steakhouse & Saloon of Mississippi, Inc. (E.D. Tex. Case No. 17-40340) and Lone Star Steakhouse & Saloon of Oklahoma, Inc. (E.D. Tex. Case No. 17-40341) on Feb. 20, 2017; f. Lone Star Steakhouse & Saloon of Ohio, Inc. (E.D. Tex. Case No. 17-40342) on Feb. 21, 2017; g. TX LC Liquor Company (E.D. Tex. Case No. 17-40443) on March 3, 2017; and h. LS Management, Inc. (E.D. Tex. Case No. 17-40508) on March 8, 2017. The cases are jointly administered. No trustee, examiner, or statutory creditors' committee has been appointed in these Chapter 11 cases. TXCC INC: Sale of All Frisco Restaurant Assets for $50K Approved ---------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized TX. C.C., Inc. and affiliates to sell substantially all of their restaurant assets at Store 7122, Texas Land & Cattle, Frisco, Texas ("Frisco Lease") to BRE Retail Residual Owner 1, LLC, for $50,000 plus postpetition claims not to exceed $50,000. A hearing on the Motion is set for July 24, 2017. The sale is free and clear of all liens, claims, encumbrances, and interests. The Frisco Lease is deemed rejected and is declared terminated as of the Effective Date set forth therein upon the return of the Premises to the Landlord and the payment by the Landlord of the sum of $50,000 or such lesser sum as provided in the Lease Termination Agreement ("LTA"). A copy of the LTA attached to the Order is available for free at: http://bankrupt.com/misc/TX_CC_410_Order.pdf Any property remaining in the Premises as of the Effective Date will be deemed abandoned by the Debtors to the Landlord and the Landlord may use or dispose of same without any further notice or any liability to Debtors or any third party. Notwithstanding the foregoing, the Debtors and any third party claiming an interest in any of such property will be granted 15 days from the Effective Date to remove any of its property (all such removals to property secure and terminate any connected utility services). About TX.C.C., Inc. TX.C.C., Inc., et al., own and operate two steakhouse dining concepts, Texas Land & Cattle and Lone Star Steakhouse & Saloon. The Debtors currently operate a total of 29 locations across the two brands. TX.C.C. filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tex. Case No. 17-40297) on Feb. 13, 2017. The petition was signed by Timothy Dungan, president. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Brenda T. Rhoades presides over the case. These affiliates also filed for Chapter 11 bankruptcy protection: a. Texas Land & Cattle of Fairview, LLC (Bankr. E.D. Tex. Case No. 17-40300) and Lone Star Steakhouse & Saloon of Springfield, Inc. (E.D. Tex. Case No. 17-40303) on Feb. 13; b. Lone Star Steaks, Inc. (E.D. Tex. Case No. 17-40330) on Feb. 17, 2017; c. Texas Land & Cattle Steakhouse of North Carolina, Inc. (E.D. Tex. Case No. 17-40332) and TXLC of Arlington II, LLC (E.D. Tex. Case No. 17-40333) on Feb. 18, 2017. d. Lone Star Steakhouse & Saloon of Southern Missouri (E.D. Tex. Case No. 17-40334) Lone Star Steakhouse & Saloon of Florida, Inc. (E.D. Tex. Case No. 17-40335) and TXLC of Missouri, Inc. (E.D. Tex. Case No. 17-40336) on Feb. 19, 2017; e. Lone Star Steakhouse & Saloon of Michigan, Inc. (E.D. Tex. Case No. 17-40339), Lone Star Steakhouse & Saloon of Mississippi, Inc. (E.D. Tex. Case No. 17-40340) and Lone Star Steakhouse & Saloon of Oklahoma, Inc. (E.D. Tex. Case No. 17-40341) on Feb. 20, 2017; f. Lone Star Steakhouse & Saloon of Ohio, Inc. (E.D. Tex. Case No. 17-40342) on Feb. 21, 2017; g. TX LC Liquor Company (E.D. Tex. Case No. 17-40443) on March 3, 2017; and h. LS Management, Inc. (E.D. Tex. Case No. 17-40508) on March 8, 2017. The cases are jointly administered. No trustee, examiner, or statutory creditors' committee has been appointed in these Chapter 11 cases. UNITED RENTALS: Moody's Hikes Corporate Family Rating to Ba2 ------------------------------------------------------------ Moody's Investors Service upgraded United Rentals (North America), Inc.'s Corporate Family Rating (CFR) to Ba2 from Ba3 and its Probability of Default Rating (PDR) to Ba2-PD from Ba3-PD. Moody's also upgraded the company's senior unsecured debt rating to Ba3 from B1, and its senior subordinated shelf rating to (P)B1 from (P)B2 while affirming its senior secured notes rating at Ba1. Moody's affirmed URI's Speculative Grade Liquidity Rating (SGL) at SGL-2, reflecting good anticipated liquidity. The ratings outlook is changed to stable from positive. In addition, Moody's assigned a Ba3 rating to United Rentals' proposed $925 million issuance of senior unsecured notes. The net proceeds from the notes, together with approximately $53 million of ABL revolving credit facility borrowings are expected to be used to redeem the $925 million 6.125% senior notes due 2023. The rating on the notes reflects their pari passu status along with the company's other unsecured debt obligations. RATINGS RATIONALE URI's upgrade reflects its improved financial metrics post the NES acquisition and the expectation for continued improvement of the company's credit quality due to its good margins, strong rental demand, and the benefits from its ongoing diversification strategy. Time utilization for Q2 2017 was the highest among all second quarters in the company's history. URI also increased its 2017 full-year guidance, anticipating strong demand going into the second half. The rating also reflects the company's national footprint and very large size relative to its competitors, as well as the reputational and execution benefits this provides to better serve large customers, procure equipment at more competitive prices, and sell used equipment at higher prices that reflect the company's equipment maintenance program. Moreover, Moody's believes the slow growth economy benefits URI in that it reduces equipment manufacturers' pricing leverage and encourages contractors to rent rather than purchase equipment. The company has maintained its debt to EBITDA below 3.0 times since 2015 and Moody's expects additional leverage improvement over the next 12 to 18 months. URI's debt to EBITDA ratio was at 2.9 times and its EBITDA / Interest ratio was at 5.8 times, respectively, at June 30, 2017 (inclusive of Moody's standard accounting adjustments for operating leases). The SGL-2 Speculative Grade Liquidity Rating reflects URI's good liquidity profile supported by good free cash flow generation ($1.0 billion generated during the LTM ended June 30, 2017), adequate revolver availability, and about $338 million cash balances at June 30, 2017. Pro forma for the refinancing transaction, revolving credit facility availability under the $2.5 billion ABL facility was about $636 million, net of $40 million in letters of credit, as of June 30, 2017. The ratings could be upgraded if the company commits to further de-leverage from its current leverage targets (2.5x-3.5x)--specifically, debt to EBITDA anticipated to remain below 2.0 times and EBITDA to interest trending to be above 7.0 times on a sustainable basis (all numbers on a Moody's adjusted basis). United Rentals' anticipated allocation of free cash flow will be an important consideration in a rating upgrade given history of share repurchases and acquisitions. Positive traction could be limited by return of cash to shareholders via stock repurchases depending on its impact on leverage. The ratings could be adversely affected if debt to EBITDA were expected to increase toward 3.0 times and deteriorate further, EBITDA to interest to decrease toward 4.0 times, and/or the company's liquidity profile to weaken. Ratings could also be adversely impacted if sales and margins contracted resulting in a lower return on its fleet. Increased shareholder friendly actions or a debt financed acquisition that resulted in higher leverage could also pressure the rating. Moody's notes that the company's secured notes could be downgraded if total secured debt becomes a larger percentage of total debt. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. United Rentals, headquartered in Stamford, CT, is an equipment rental company with a fleet of approximately 430,000 units and about 960 rental locations across the US and Canada. The company operates in two business segments. Its General Rentals segment provides construction, industrial and homeowner equipment; its Trench Safety, Power & HVAC, and Pump Solutions segment provides equipment for underground construction, temporary power, climate control and disaster recovery, and pumps largely for the oil and gas sector. While the primary source of revenue is from renting equipment, the company also sells equipment and related parts and services. Revenues generated during the LTM ended June 30, 2017 were about $6 billion. The following summarizes rating action: Moody's assigned the following rating: Issuer: United Rentals (North America), Inc. Proposed $925 Million Senior Unsecured Regular Bond/Debenture due 2028, Ba3 (LGD5). Moody's upgraded the following ratings: Issuer: United Rentals (North America), Inc. Corporate Family Rating, Ba2, previously Ba3; Probability of Default Rating, Ba2-PD, previously Ba3-PD; Backed Senior Unsecured Regular Bond/Debenture Nov 15, 2024, Ba3 (LGD5), previously B1 (LGD 5); Senior Unsecured Regular Bond/Debenture Jul 15, 2025, Ba3 (LGD5), previously B1 (LGD 5); Senior Unsecured Regular Bond/Debenture due Sept 15, 2026, Ba3 (LGD5), previously B1 (LGD 5); Backed Senior Unsecured Regular Bond/Debenture due May 15, 2027, Ba3 (LGD5), previously B1 (LGD 5); Backed Senior Unsecured Shelf, (P)Ba3, previously (P)B1; Backed Senior Subordinated Shelf, (P)B1, previously (P)B2 Issuer: UR Financing Escrow Corporation Senior Unsecured Regular Bond/Debenture Apr 15, 2022, Ba3 (LGD5), previously B1 (LGD 5). Moody's affirmed the following ratings: Issuer: United Rentals (North America), Inc. Senior Secured Regular Bond/Debenture Jul 15, 2023, Ba1 (LGD 3, from LGD 2); Speculative Grade Liquidity Rating, SGL-2. Outlook actions: Issuer: United Rentals (North America), Inc. The outlook was changed to stable from positive. The following rating will be withdrawn upon close of the refinancing transaction: Issuer: United Rentals (North America), Inc. Backed Senior Unsecured Regular Bond/Debenture Jun 15, 2023, rated B1 (LGD 5)d UNITED RENTALS: S&P Rates New $925MM Senior Unsec. Notes 'BB-' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '4' recovery rating to United Rentals (North America) Inc.'s (URNA) proposed $925 million senior unsecured notes due 2028. The '4' recovery rating indicates S&P's expectation for average (30%-50%, rounded estimate: 40%) recovery in the event of a payment default. URNA is a subsidiary of United Rentals Inc. (URI). URI is the guarantor of the notes. All of S&P's other ratings on URNA and URI remain unchanged. S&P said, "The company plans to use the proceeds from this issuance, along with drawings under its asset-based lending facility (ABL), to repay its $925 million 6.125% senior unsecured notes due 2023 and pay associated call premiums, fees, and expenses. We plan to withdraw our issue-level rating on the 2023 notes once they have been repaid." RECOVERY ANALYSIS S&P said, "We assigned our 'BB-' issue-level rating and '4' recovery rating to the company's proposed $925 million senior unsecured notes due 2028. "All of our other issue-level ratings on the company's senior secured and unsecured debt remain unchanged." United Rentals Inc. operates in the competitive and cyclical construction equipment rental market. Our simulated default scenario contemplates an unexpected and drastic downturn in nonresidential construction that severely strains the company's equipment usage, rental rates, revenue, and cash flow. S&P said, "Although we believe that URI would likely reorganize after a default, we use a discrete asset value (DAV) approach to analyze recovery prospects for general equipment rental providers. We believe this method provides a conservative estimate of the likely value available to creditors; however, realization rates could be lower than we assume if a large quantity of equipment floods the market. "Our DAV approach starts with URI's net book values as of June 30, 2017. We assume balance sheet accounts are partially diluted to reflect the assumed loss of appraised value through additional depreciation or expected contraction in working capital assets in the period leading up to the hypothetical default. We then apply realization rates to the assets, reflecting the friction of selling or the discounts potential buyers or restructurers would apply in distressed circumstances. We assume realization rates of 75% for rental equipment, 80% for unsold accounts receivable (we exclude the assets and liabilities related to URI's accounts receivable special purpose entity), 65% for inventory, and 40% for other property and nonrental equipment." Simulated default assumptions -- Simulated year of default: 2021 -- ABL draw: 75%, in line with expected levels after the close of the transaction Simplified waterfall -- Net enterprise value: $4.877 billion -- Collateral/noncollateral valuation split: 90%/10% -- Collateral value available to secured creditors: $4.387 billion -- ABL estimate (75% utilization): $1.863 billion -- Collateral value available to secured noteholders: $2.523 billion -- Secured second-lien notes: $1.023 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $1.99 billion -- Senior unsecured debt and pari passu claims: $4.939 billion --Recovery expectations: 30%-50% (rounded estimate: 40%) Note: All debt amounts above include six months of prepetition interest. S&P's recovery analysis excludes assets and liabilities associated with URI's $625 million accounts receivable securitization facility, which are at a nonrecourse bankruptcy-remote subsidiary. Ratings List United Rentals (North America) Inc. Corporate Credit Rating BB-/Stable/-- New Rating United Rentals (North America) Inc. $925 million senior notes due 2028 BB- Recovery Rating 4(40%) US STEEL: Moody's Revises Outlook to Positive & Affirms B3 CFR -------------------------------------------------------------- Moody's Investors Service changed United States Steel Corporation's outlook to positive from negative. At the same time, Moody's affirmed the B3 Corporate Family Rating (CFR) the B3-PD Probability of Default Rating, the B1 senior secured rating, the Caa1 senior unsecured rating, including the IRB's ratings and the (P) Caa1 rating on the company's shelf registration for senior unsecured debt issuance. The Speculative Grade Liquidity Rating is unchanged at SGL-2. The change in outlook to positive acknowledges the steps the company has taken to improve its productivity and efficiency of operations but more importantly the improved fundamentals for its US mills operating performance, as evidenced by a significant turn-around in the company's performance in the quarter ended June 30, 2017. Although better US steel industry fundamentals have played a part in this improvement, U. S. Steel's focus on each operating site has also contributed to the improvement. While it is likely the increase in drilling rig activity may have peaked, given the recent weakness in oil prices, and automotive sales are slowing, Moody's expects the company's leverage, as measured by the debt/EBITDA ratio to improve to about 5x by the end of 2017 versus the 5.7x position (on a Moody's adjusted basis) for the twelve months ended March 31, 2017, despite expectations that EBITDA in the second half of 2017 is unlikely to continue at the pace seen in the quarter ended June 30, 2017. Nonetheless, the year-on-year improvement in 2017 will be significant. Outlook Actions: Issuer: United States Steel Corporation -- Outlook, Changed To Positive From Negative Affirmations: Issuer: Allegheny County Industrial Dev. Auth., PA -- Senior Unsecured Revenue Bonds, Affirmed Caa1 to (LGD5) from (LGD4) Issuer: Bucks County Industrial Development Auth., PA -- Senior Unsecured Revenue Bonds, Affirmed Caa1 to (LGD5) from (LGD4) Issuer: Gulf Coast Waste Disposal Authority, TX -- Senior Unsecured Revenue Bonds, Affirmed Caa1 to (LGD5) from (LGD4) Issuer: Indiana Finance Authority -- Senior Unsecured Revenue Bonds, Affirmed Caa1 to (LGD5) from (LGD4) Issuer: Lorain County Port Authority, OH -- Senior Unsecured Revenue Bonds, Affirmed Caa1 to (LGD5) from (LGD4) Issuer: Ohio Water Development Authority -- Senior Unsecured Revenue Bonds, Affirmed Caa1 to (LGD5) from (LGD4) Issuer: Southwestern Illinois Development Authority -- Senior Unsecured Revenue Bonds, Affirmed Caa1 to (LGD5) from (LGD4) Issuer: United States Steel Corporation -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Senior Unsecured Shelf, Affirmed (P)Caa1 -- Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD2) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1to (LGD5) from (LGD4) RATINGS RATIONALE The B3 CFR considers U. S. Steel's elevated leverage, low interest coverage and weak operating margins. While fundamentals for the steel industry have strengthened with overall higher capacity utilization and prices, and the drilling rig count has been increasing from severe lows, these favorable trends have only been slowly reflected in U. S. Steel's performance. However, the company's performance for the quarter ended June 30, 2017, of roughly $340 million in EBITDA (unadjusted), reflecting a significant improvement on a sequential basis over the approximate $67 million in the first quarter. While Moody's expects the second half of 2017 may not replicate the performance of the June quarter, the company's ability to generate more solid results than seen in recent years is viewed as sustainable. The rating also reflects Moody's expectations that the steel and oil & gas industry fundamentals will remain better than evidenced in 2016 although some pressure to the downside is expected in the remaining months of 2017. The rating considers U. S. Steel's relatively high costs as a percentage of sales given the less than optimal fixed cost absorption capability on reduced production and shipment levels as well as its material exposure to the OCTG market. The company's rating favorably considers its position as a leading North American flat-rolled steel producer whose footprint is further enhanced by its diversification in Central Europe. The rating also benefits from the company's good liquidity profile. The positive outlook reflects Moody's expectations that U.S. Steel will be able to run at a higher earnings and EBITDA rate than achieved in recent years. The outlook also considers that performance in the balance of 2017 and into 2018 could moderate from the levels achieved in the second quarter of 2017. In addition, there remain a number of event drivers, such as the Section 232 review and other trade cases pending that will impact the US steel's industry performance and U.S. Steel's performance as well. U. S. Steel's ratings could be upgraded should the company demonstrate that it can achieve and maintain leverage, as measured by the debt/EBITDA ratio of no more than 4.5x and EBIT/interest of at least 2x while continuing to maintain a solid liquidity position. The ratings could be downgraded if performance over the near term does not show improving trends such that EBIT/interest is below 1.5x and leverage does not moderate to at least 5.5x. Ratings could also be downgraded should liquidity contract meaningfully or if market conditions reverse or deteriorate from current more favorable conditions. The SGL-2 speculative grade liquidity rating reflects the company's solid cash position of $1.5 billion at June 30, 3017 and availability under its $1.5 billion asset based revolving credit facility. Availability at June 30, 2017 was just under the facility size as the level of receivables and inventory as calculated under the borrowing base did not fully support the $1.5 billion. The facility requires the company to maintain a 1:1 fixed charge coverage ratio should availability be less than $150 million. The company met this coverage ratio for the four quarters ended June 30, 2017.The facility matures in July 2020 but can be accelerated 91 days prior to the maturity of any senior debt outstanding if certain liquidity conditions are not met. U. S. Steel also has a Euro 200 million unsecured credit facility (no borrowings) at its USSK subsidiary in Europe, which expires in July 2020 and other smaller facilities at USSK. WALL ST. RECYCLING: Taps Brouse McDowell as Legal Counsel --------------------------------------------------------- Wall St. Recycling L.L.C. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Brouse McDowell, LPA to, among other things, give legal advice regarding its duties under the Bankruptcy Code; assist in the sale of some or all of its assets if necessary; and prepare a plan of reorganization. The attorneys and staff expected to assist the Debtor and their hourly rates are: Marc Merklin $425 Kate Bradley $325 Bridget Franklin $300 Theresa Palcic $170 The Debtor paid the firm a retainer of $75,000 prior to the petition date. Kate Bradley, Esq., disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Marc B. Merklin, Esq. Kate M. Bradley, Esq. Bridget A. Franklin, Esq. Brouse McDowell, LPA 388 S. Main Street, Suite 500 Akron, OH 44311 Tel: (330) 535-5711 Fax: (330) 253-8601 Email: mmerklin@brouse.com Email: kbradley@brouse.com Email: bfranklin@brouse.com About Wall St. Recycling Wall St. Recycling -- http://wallstreetrecycling.com/-- is a buyer and seller of ferrous and nonferrous scrap metals including copper, aluminum, brass, stainless, cast, iron and steel. Founded in 2000 as a small nonferrous yard located in Ravenna, Ohio, the Debtor has grown steadily over the years into a full service recycling company. Its facility is open to the public with unloading assistance available if needed. John Joseph, Robert Murray and Michael Ambrose each owns 33.33% of the Debtor. Wall St. Recycling L.L.C., a/k/a Wall Street Recycling LLC, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-51701) on July 19, 2017. Robert Murphy, member, signed the petition. The Debtor estimated assets and liabilities ranging between $1 million and $10 million. The case is assigned to Judge Alan M. Koschik. WELLMAN DYNAMICS: Can Continue Using Cash Through Aug. 25 --------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Wellman Dynamics Corporation to continue using the cash collateral of TCTM Financial FS, LLC through August 25, 2017. The Debtor is authorized to use cash collateral pursuant to and upon the same terms as those previously agreed to by TCTM Financial and the Official Committee of Unsecured Creditors in the Stipulation and Consent Order approved by the Court in its Order dated May 11, 2017. The approved Budget for the four week period reflects total operating cash disbursements of $3,313,632 for weeks ending August 4 through August 25, 2017. The Debtor will maintain a $600,000 minimum cash balance. A full-text copy of the Order, dated July 25, 2017, is available at https://is.gd/kJlLjN 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, Wellman Dynamics 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 companies 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 companies filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on Jan. 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a rival Chapter 11 plan of liquidation for the company. WELLMAN MACHINING: Can Use TCTM Cash Through Aug. 25 ---------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Wellman Dynamics Machining & Assembly Inc. to continue using the cash collateral of TCTM Financial FS, LLC through August 25, 2017. The Debtor is authorized to use cash collateral pursuant to and upon the same terms as those previously agreed to by TCTM Financial and the Official Committee of Unsecured Creditors in the Stipulation and Consent Order approved by the Court in its Order dated May 11, 2017. The approved Budget for the four week period reflects total operating cash disbursements of $278,760 for weeks ending August 4 through August 25, 2017. The Debtor will maintain $50,000 minimum cash balance. A full-text copy of the Order, dated July 25, 2017, is available at https://is.gd/wAZrU7 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 Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The cases are assigned to Judge Anita L. Shodeen. 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. The companies 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 companies filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C., and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on Jan. 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a Chapter 11 plan of liquidation for the company. WESTINGHOUSE ELECTRIC: Toshiba to Pay $2.2B Over VC Summer Project ------------------------------------------------------------------ South Carolina Electric & Gas Company (SCE&G), principal subsidiary of SCANA Corporation (SCANA) (NYSE:SCG), and Santee Cooper, have entered into a definitive agreement with Toshiba Corporation for Toshiba to pay $2.168 billion ($1.192 billion to SCE&G for its 55% and $0.976 billion to Santee Cooper for its 45% project ownership) in full satisfaction of its guaranty of obligations of Westinghouse Electric Company, LLC (WEC) under the engineering, procurement, and construction contract (the EPC Contract) for the two new nuclear units at the V.C. Summer Nuclear Station in Jenkinsville, SC. In the agreement, Toshiba commits to make payments in a series of installments over a period beginning in October 2017 and ending in September 2022. Certain of these payments may be satisfied by distributions through the bankruptcy court process from WEC to SCE&G and Santee Cooper. These payments (which are subject to reduction if WEC pays creditors holding liens on project assets) are payable regardless of whether both or either of the two nuclear units are completed, or the project is abandoned. If the units are completed and upon completion actual construction costs, net of payment from Toshiba, are less than the specified maximum amount payable under the EPC Contract, Toshiba will have the right to receive part of the difference. The project owners are continuing their efforts to determine the most prudent path forward for the nuclear project. However, the project owners anticipate that the additional cost to complete both units beyond the amounts payable in connection with the EPC Contract will materially exceed prior WEC estimates as well as the anticipated guaranty settlement payments from Toshiba. Additionally, the units would need to be online before Jan. 1, 2021 to qualify for production tax credits, under current tax rules. At this point, the project owners believe that the units could not be brought online until after this date. The project owners are considering these factors, as well as their future generation needs, in their evaluation of the project. Based on these considerations, the alternatives of completing both units or one unit are subject to significant challenges. The owners expect to announce their decisions soon. "We are committed to making a financially responsible decision for our customers and other stakeholders," said SCANA Chairman and CEO, Kevin Marsh. "We are close to completing our analysis of the various options to determine the most prudent path forward." Lonnie Carter, Santee Cooper President and CEO, said, "We appreciate our customers’ patience while the analysis on cost and schedule for the project is being completed. Ultimately, we will make a decision that is in the best interests of our customers." SCANA Corporation, headquartered in Cayce, S.C. -- http://www.scana.com/ -- is an energy-based holding company principally engaged, through subsidiaries, in electric and natural gas utility operations and other energy-related businesses. The Company serves approximately 713,000 electric customers in South Carolina and approximately 1.3 million natural gas customers in South Carolina, North Carolina and Georgia. SCE&G -- http://www.sceg.com/-- is a regulated public utility engaged in the generation, transmission, distribution and sale of electricity to approximately 713,000 customers in South Carolina. The company also provides natural gas service to approximately 361,000 customers throughout the state. Santee Cooper -- http://www.santeecooper.com/-- is the ultimate source of electricity for approximately 2 million people across South Carolina. A public power utility owned by the state, Santee Cooper offers low-cost, reliable and environmentally responsible electricity and water services and innovative partnerships that attract and retain industry and jobs. About Westinghouse Electric Company Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S. based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, chief transition and development officer. The Debtors listed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The Hon. Michael E. Wiles presides over the cases. Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The Debtors hired AlixPartners LLP as financial advisor; PJT Partners Inc. as investment banker; Kurtzman Carson Consultants LLC as claims and noticing agent; K&L Gates as special counsel; and KPMG LLP as tax consultant and accounting and financial reporting advisor. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. On April 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Proskauer Rose LLP is the committee's bankruptcy counsel. The Board of Directors of Westinghouse appointed a special panel called the U.S. AP1000 Committee to oversee the company's activities related to certain AP1000 nuclear plants located in Georgia and South Carolina. WILDWOOD PROPERTY: Has Power to Amend Development Restrictions -------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas addressed and resolved Wildwood Property Owner's Association's and Teri Byrd's cross motions for summary judgment on the Association's declaratory judgment claim. All defendants except Byrd have entered into a settlement agreement with the Association. Byrd is the sole remaining defendant in the adversary proceeding. Wildwood is a real estate development initially developed by George Norman, Guy Dalrymple, Charles Kelly, Vernon Hicks, and Gus Becker. At the time of development, the Developers formed a homeowners association to govern Wildwood. In 1974, the homeowners association was sold to Larry Parker. During Parker's ownership, Wildwood expanded from approximately 2,000 acres to 2,353 acres. Parker operated the homeowner's association through an entity known as Recreation World, Inc. In 1982, Recreation World, Inc. was struggling to operate Wildwood on a break-even basis and sought relief under Chapter 11 of the Bankruptcy Code. In 1985, the Court issued an Order confirming Recreation World's chapter 11 plan. The plan provided for, among other things, the creation of the Association to assume the Debtor's authority to manage the Wildwood development and assume the Debtor's duties and responsibilities to property owners. The plan vested the newly created Association with the power to act with sufficient authority to meet the responsibilities it assumed under the Plan. In November 2011, the state court plaintiffs, including Byrd, filed an action in Texas state court seeking a declaratory judgment that the Association does not have the authority to amend deed restrictions or levy and collect maintenance fees from defendants. Movants seek a summary judgment on the following issues: 1. Recreation World, Inc. did not have the right or authority to file amendments to the developers' dedications and restrictions or new dedications or restrictions as listed herein which affected the title to Plaintiffs properties. 2. The Wildwood Property Owners Association did not have the right or authority to file amendments to the developers' dedications and restrictions or new dedications or restrictions as listed herein which affected the title to Plaintiffs properties. 3. The Wildwood Property Owners' Association did not have the right to modify, collect or maintain fees or assessments from Plaintiffs in association with their ownership of the Plaintiff's properties. The state court plaintiffs argued that these rights were reserved for the developers, and development rights were never conveyed, either to Recreation World, Inc. or to the Association, through the plan. The Association participated in the state court lawsuit, offering Recreation World, Inc.'s chapter 11 plan from 1985 as evidence in support of its summary judgment motion. On June 2, 2014, the District Court for the 88th Judicial District of Hardin County, Texas, issued an Order granting summary judgment in favor of the plaintiff property owners. The state district court found that neither Recreation World nor the successor entity Wildwood Property Owners Association "held the power of a developer to amend dedications or restrictions or restrictive covenants" concerning the homeowner's properties. Additionally, the state district court found that the Association did not have the right to modify, collect or maintain fees or assessments from homeowners. In response, the Association filed this adversary proceeding, seeking a determination that the state court plaintiffs violated Recreation World's chapter 11 plan by filing the state court declaratory judgment action. Despite her actions to the contrary in state court, Byrd now acknowledges that the Association has the right under the Plan to collect and maintain fees and assessments as allowed by the restrictive covenants. The relief Byrd sought and obtained in state court is manifestly inconsistent with the rights of the Association as established by the plan, by-laws, and articles of incorporation. Byrd acknowledges that the Association succeeded to all of the rights of Recreation World pursuant to its plan of reorganization and the Association's articles of incorporation and by-laws. However, Byrd argues that the rights reserved for developers were not rights held by Recreation World and therefore are not rights to which the Association succeeded. Specifically, Byrd argues that the right to amend the restrictive covenants is not a right granted to the Association. Reviewing the Association's formation documents, Judge Isgur found that there are several provisions that evidence the Association's authority to amend the restrictions set forth in the dedication instrument. Most apparent is Article Four paragraph (3) of the articles of incorporation, which states that one of the purposes for which the Association was organized was "to amend, modify, alter or repeal, in whole or in part, any and all of such instruments of restrictions and the provisions thereof affecting the subdivision of Wildwood. It is unambiguous that the Association is both purposed and empowered to amend the development restrictions. Finally, res judicata applies in the bankruptcy context. An Order confirming a plan of reorganization is entitled to res judicata effect. The Association's authority to maintain and collect assessments and its power to amend the restrictions and covenants are not subject to collateral attack by Byrd. This matter was set for trial on August 2, 2017, at 9:00 a.m. Rather than proceeding with the trial, the Court will conduct a Case Management Conference. At the conference, the parties should be prepared to discuss whether there are any remaining issues to be resolved at trial. If there are no remaining issues, the Court will issue a final judgment consistent with this opinion. If there are remaining issues, the Court will schedule the trial. The bankruptcy case is IN RE: WILDWOOD PROPERTY OWNERS ASSOCIATION, Chapter 11, Debtor(s). WILDWOOD PROPERTY OWNERS ASSOCIATION, Plaintiff(s), v. MARY J. BORDELON, et al, Defendant(s), Case No. 82-04155 (Bankr. S.D. Tex.). The adversary proceeding is WILDWOOD PROPERTY OWNERS ASSOCIATION, Chapter 11, Debtor(s). WILDWOOD PROPERTY OWNERS ASSOCIATION, Plaintiff(s), v. MARY J. BORDELON, et al, Defendant(s), Adversary No. 14-3292 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's Memorandum Opinion dated July 26, 2017, is available at https://is.gd/fGOnD0 from Leagle.com. WILLIAM RILEY: Selling Four Puyallup Properties for $1.2 Million ---------------------------------------------------------------- William and Althea Riley ask the U.S. Bankruptcy Court for the Western District of Washington to authorize FR1's sale of four real properties: (i) located 7516 and 7518 110th Street E, Puyallup, Washington, Tax Parcel Numbers 6022120040 and 6022120030, to Jeff and Kristine Allums for $350,000; (ii) located at 7522 and 7524 110th Street E, Puyallup, Washington, Tax Parcel Numbers 6022120020 and 6022120010, to Jeff and Kristine Allums for $350,000; (iii) located at 7502 and 7504 110th Street E, Puyallup, Washington, Tax Parcel Numbers 6022120100 and 6022120090, to Steven and Katherine Hollstrom for $350,000; and (iv) located at 7506 110th Street E, Puyallup, Washington, Tax Parcel Number 6022120080, to Elaina Vlahas for $181,500. A hearing on the Motion is set for Aug. 16, 2017 at 9:00 a.m. The objection deadline is Aug. 9, 2017. For each of the four properties to be sold free and clear of all liens claims and encumbrances, the seller is identified as FR1, a joint venture. The current sole member of the joint venture is Madrona South, LLC. The original members of FR1 joint venture were Mary L. Flansburg, Jerry Flansburg, and the Debtors. Mr. Flansburg is deceased and his interest passed to his surviving spouse, Mrs. Flansburg. On March 3, 2017, Mrs. Flansburg conveyed all her of her interests in the below properties to Madrona South. The Debtors conveyed their interests in the properties to Madrona South in March of 2011. As of the date of the Motion, FR1 joint venture's sole member with regard to these properties is Madrona South. Notwithstanding the current ownership, the title company has noted the Riley bankruptcy on the title report. Additionally, the transfer from Riley to Madrona South is alleged to be an avoidable transfer by Union Bank. It is unclear, given how title is presently held on the properties, whether Court Approval of the proposed sales is required or possible, but in order to be fully transparent with the Court and creditors regarding the sale of the properties, the Debtors have filed the present Motion. The salient terms of the sale are: A. Property 1: 7516 & 7518 110th Street E, Puyallup, Washington a. The Real Estate Purchase and Sale Agreement with Jeff and Kristine Allums is contingent on court approval. b. A preliminary title report for Property 1 lists the following liens against it in the following order of priority: i. Deed of Trust and Terms and Conditions Thereof: Grantor: Jerry D. and Mary L. Flansburh, Husband and Wife, and William J. and Althea V. Riley, Husband and Wife Assignee: JPMorgan Chase Bank, National Association ii. Deed of Trust and Terms and Conditions Thereof: Grantor: Jerry D. and Mary L. Flansburg, Husband and Wife, and William J. and Althea V. Riley, Husband and Wife Assignee: JPMorgan Chase Bank, National Association iii. Judgment: Against: FR1, A Joint Venture, Jerry Flansburg, Mary Flansburg, William Riley and Althea Riley In Favor Of: Whidbey Island Bank iv. Recorded Judgment: Grantor: William J. Riley, Althea V. Riley, Walter V. Thompson and Mary L. Thompson Assignee: Union Bank, N.A., as Successor in Interest to the FDIC as Receiver of Frontier Bank c. The estimated outstanding real property taxes for Property 1 are $2,679. d. As part of closing, and as a condition to closing, William Riley, Althea Riley and Madrona South will execute a rescission of the Madrona Assignment as it relates to Property 1 in order to generate proceeds for the Riley bankruptcy estate. e. From the gross proceeds generated from the sale of Property 1, the Debtors propose to pay: (i) all normal costs of sale, including real estate commissions and the seller's closing costs; (ii) all pro-rated outstanding real estate taxes owed to Pierce County; (iii) the current balance owing to the first position deed of trust holder, JPMorgan Chase Bank, National Association, at the time of closing (estimated to be approximately $123,000); and (4) Whidbey Island Bank toward payment of its judgment until paid in full (estimated at $223,000). f. From the remaining sale proceeds from Property 1, $25,000 will be held in trust by TTLG as a reserve to pay any and all capital gains liability that may come due to the Debtors as a result of the sale (which are estimated to be approximately $100,000 for all Properties). After payment to the Capital Gain Reserve, 50% of any remaining sale proceeds will be paid to Madrona South as a 50% member of FR1 Joint Venture by virtue of the interest formerly held by Mary Flansburg, and the remaining 50% of remaining sale proceeds will be paid to the Debtors' bankruptcy estate (the Debtors and Madrona South will each have a 50% interest in FR1 Joint Venture as of the closing of the sale). B. Property 2: 7522 & 7524 110th Street E, Puyallup, Washington a. The Real Estate Purchase and Sale Agreement with Jeff and Kristine Allums is contingent on court approval. b. A preliminary title report for Property 2 lists the following liens against it in the following order of priority: i. Deed of Trust and Terms and Conditions Thereof: Grantor: Jerry D. and Mary L. Flansburg, Husband and Wife, and William J. and Althea V. Riley, Husband and Wife Assignee: JPMorgan Chase Bank, National Association ii. Deed of Trust and Terms and Conditions Thereof: Grantor: Jerry D. and Mary L. Flansburg, Husband and Wife, and William J. and Althea V. Riley, Husband and Wife Assignee: JPMorgan Chase Bank, National Association iii. Judgment: Against: FR1, A Joint Venture, Jerry Flansburg, Mary Flansburg, William Riley and Althea Riley In Favor Of: Whidbey Island Bank iv. Recorded Judgment: Grantor: William J. Riley, Althea V. Riley, Walter V. Thompson and Mary L. Thompson Assignee: Union Bank, N.A., as Successor in Interest to the FDIC as Receiver of Frontier Bank c. The estimated outstanding real property taxes for Property 2 are $2,679. d. As part of closing, and as a condition to closing, William Riley, Althea Riley and Madrona South will execute a rescission of the Madrona Assignment as it relates to Property 2 in order to generate proceeds for the Riley bankruptcy estate. e. From the gross proceeds generated from the sale of Property 2, the Debtors propose to pay: (i) all normal costs of sale, including real estate commissions and the seller's closing costs; (ii) all pro-rated outstanding real estate taxes owed to Pierce County; (iii) the current balance owing to the first position deed of trust holder, JPMorgan Chase Bank, National Association, at the time of closing (estimated to be approximately $123,000); (4) Whidbey Island Bank toward payment of its judgment until paid in full (estimated at $223,000). f. From the remaining sale proceeds from Property 2, $25,000 will be held in trust by TTLG as a reserve to pay any and all capital gains liability that may come due to the Debtors as a result of the sale (which are estimated to be approximately $100,000 for all Properties). After payment to the Capital Gain Reserve, 50% of any remaining sale proceeds will be paid to Madrona South as a 50% member of FR1 Joint Venture by virtue of the interest formerly held by Mary Flansburg, and the remaining 50% of remaining sale proceeds will be paid to the Debtors' bankruptcy estate (the Debtors and Madrona South will each have a 50% interest in FR1 Joint Venture as of the closing of the sale). C. Property 3: 7502 & 7504 110th Street E, Puyallup, Washington a. The Real Estate Purchase and Sale Agreement with Steven and Katherine Hollstrom is contingent on court approval. b. A preliminary title report for Property 3 lists the following liens against it in the following order of priority: i. Deed of Trust and Terms and Conditions Thereof: Grantor: Jerry D. and Mary L. Flansburg, Husband and Wife, and William J. and Althea V. Riley, Husband and Wife Assignee: JPMorgan Chase Bank, National Association ii. Deed of Trust and Terms and Conditions Thereof: Grantor: Jerry D. and Mary L. Flansburg, Husband and Wife, and William J. and Althea V. Riley, Husband and Wife Assignee: JPMorgan Chase Bank, National Association iii. Judgment: Against: FR1, A Joint Venture, Jerry Flansburg, Mary Flansburg, William Riley and Althea Riley In Favor Of: Whidbey Island Bank iv. Recorded Judgment: Grantor: William J. Riley, Althea V. Riley, Walter V. Thompson and Mary L. Thompson Assignee: Union Bank, N.A., as Successor in Interest to the FDIC as Receiver of Frontier Bank c. The estimated outstanding real property taxes for Property 3 are $2,679. d. As part of closing, and as a condition to closing, William Riley, Althea Riley and Madrona South will execute a rescission of the Madrona Assignment as it relates to Property 3 in order to generate proceeds for the Riley bankruptcy estate. e. From the gross proceeds generated from the sale of Property 3, the Debtors propose to pay: (i) all normal costs of sale, including real estate commissions and the seller's closing costs; (ii) all pro-rated outstanding real estate taxes owed to Pierce County; (iii) the current balance owing to the first position deed of trust holder, JPMorgan Chase Bank, National Association, at the time of closing (estimated to be approximately $123,000); (4) Whidbey Island Bank toward payment of its judgment until paid in full (estimated at $223,000). f. From the remaining sale proceeds from Property 3, $25,000 will be held in trust by TTLG as a reserve to pay any and all capital gains liability that may come due to the Debtors as a result of the sale (which are estimated to be approximately $100,000 for all Properties). After payment to the Capital Gain Reserve, 50% of any remaining sale proceeds will be paid to Madrona South as a 50% member of FR1 Joint Venture by virtue of the interest formerly held by Mary Flansburg, and the remaining 50% of remaining sale proceeds will be paid to the Debtors' bankruptcy estate (the Debtors and Madrona South will each have a 50% interest in FR1 Joint Venture as of the closing of the sale). D. Property 3: 7506 110th Street E, Puyallup, Washington a. The Real Estate Purchase and Sale Agreement with Elaina Vlahas is contingent on court approval. b. A preliminary title report for Property 4 lists the following liens against it in the following order of priority: i. Deed of Trust and Terms and Conditions Thereof: Grantor: Jerry D. and Mary L. Flansburg, Husband and Wife, and William J. and Althea V. Riley, Husband and Wife Assignee: JPMorgan Chase Bank, National Association ii. Judgment: Against: FR1, A Joint Venture, Jerry Flansburg, Mary Flansburg, William Riley and Althea Riley In Favor Of: Whidbey Island Bank iii. Recorded Judgment: Grantor: William J. Riley, Althea V. Riley, Walter V. Thompson and Mary L. Thompson Assignee: Union Bank, N.A., as Successor in Interest to the FDIC as Receiver of Frontier Bank c. The estimated outstanding real property taxes for Property 4 are $1,340. d. As part of closing, and as a condition to closing, William Riley, Althea Riley and Madrona South will execute a rescission of the Madrona Assignment as it relates to Property 3 in order to generate proceeds for the Riley bankruptcy estate. e. From the gross proceeds generated from the sale of Property 4, the Debtors propose to pay: (i) all normal costs of sale, including real estate commissions and the seller's closing costs; (ii) all pro-rated outstanding real estate taxes owed to Pierce County; (iii) the current balance owing to the first position deed of trust holder, JPMorgan Chase Bank, National Association, at the time of closing (estimated to be approximately $61,500); (4) Whidbey Island Bank toward payment of its judgment until paid in full (estimated at $223,000). f. From the remaining sale proceeds from Property 4, $25,000 will be held in trust by TTLG as a reserve to pay any and all capital gains liability that may come due to the Debtors as a result of the sale (which are estimated to be approximately $100,000 for all Properties). After payment to the Capital Gain Reserve, 50% of any remaining sale proceeds will be paid to Madrona South as a 50% member of FR1 Joint Venture by virtue of the interest formerly held by Mary Flansburg, and the remaining 50% of remaining sale proceeds will be paid to the Debtors' bankruptcy estate (the Debtors and Madrona South will each have a 50% interest in FR1 Joint Venture as of the closing of the sale). William Riley and Althea Riley sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 15-43936) on Aug. 21, 2015. WJA ASSET: Wants to Enter into Consent Order with CBO ----------------------------------------------------- William Jordan Investments, Inc. ("WJII"), and affiliates ask the U.S. Bankruptcy Court for the Central District of California to authorize WJII to enter into a Consent Order between itself and the Commissioner of Business Oversight which provides for a final order that permanently revokes the Debtor's investment adviser certificate and bars Mr. William Michael Jordan from any position of employment, management or control of any investment adviser, broker dealer or commodity adviser in California. The Debtors are part of a network of entities or "Funds" formed to offer a range of investment opportunities to clients. WJA Asset Management, LLC ("WJAAM"), is the manager for all of the Debtors with the exception of itself and WJII. Pre-petition, WJII was a registered investment adviser. Many of the Funds performed and some had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. These cases were commenced to liquidate the Debtors' holdings in an orderly fashion to maximize the return for creditors and investors and to distribute the proceeds in a manner consistent with the Bankruptcy Code's priority scheme. Regarding the Debtor specifically, the Debtor discontinued raising new monies and is in the process of winding down its investment advisory business. Mr. Howard Grobstein, the Debtor's Chief Restructuring Officer ("CRO"), is informed that the Department of Business Oversight ("DBO") conducted a regulatory examination of the Debtor's investment adviser business in 2015 through 2016. In order to resolve certain issues, and in order to do so in a manner that avoids the expense of a hearing and possible further court proceedings on those issues, the Debtor asks authorization to enter into the Consent Order or an order substantially similar to the Consent Order. The Debtor, Mr. Jordan and the Commissioner have agreed to resolve disputes regarding the Commissioner's revocation of the Debtor's investment adviser certificate and the barring of Mr. Jordan from any position of employment, management or control of any investment adviser, broker-dealer or commodity adviser in California. The salient terms of the Consent Order are: a. Purpose: The Debtor and Mr. Jordan consent to the terms of the Consent Order as to the revocation and bar without admitting or denying any of the Commissioner's findings in the Consent Order. b. Bar Order: Mr. Jordan stipulates to the finality of the Consent Order barring Mr. Jordan from any position of employment, management or control of any investment adviser, broker-dealer or commodity adviser pursuant to Corporations Code section 25232.1. c. Revocation of License: The Debtor stipulates to the finality of the Consent Order by the Commissioner revoking the Debtor's investment adviser certificate pursuant to Corporations Code section 25232. d. Waiver of Hearing Rights: The Debtor and Mr. Jordan elect to permanently waive any right to the filing of an accusation, a hearing and appeal, including those rights under Corporations Code sections 25232, 25232.1 and 25233, and to judicial review of this matter pursuant to Code of Civil Procedure section 1094.5 with respect to the issuance of the Consent Order. A copy of the Consent Order attached to the Motion is available for free at: http://bankrupt.com/misc/WJA_Asset_155_Sales.pdf The CRO believes that entering into the Consent Order is a sound exercise of the Debtor's business judgment and is in the best interests of the estate. He believes that it is appropriate to cooperate with the DBO and to avoid the unnecessary expenses of a hearing and possible further court proceedings on the revocation of the Debtor's investment adviser certificate. The Debtor is no longer providing investment adviser services and thus, no longer needs its investment adviser certificate. Accordingly, entry of an order authorizing the CRO, solely in his capacity as the CRO for the Debtor, and not individually, to enter into the Consent Order without admitting or denying any of the Commissioner's findings in the Consent Order, is supported by a sound business purpose. The Debtor asks the Court to waive the stay of the order approving the Motion imposed by Bankruptcy Rule 6004(h) and any other applicable bankruptcy rules. Counsel for William Jordan: John L. Littrell, Esq. BIENERT, MILLER & KATZMAN, PLC 903 Calle Amanecer, Suite 350 San Clemente, CA 92673 DBO can be reached at: Mary Ann Smith Deputy Commissioner DEPARTMENT OF BUSINESS OVERSIGHT One Sansome Street, Suite 600 San Francisco, CA 94104 About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing Funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary petitions under chapter 11. On June 6, CA Real Estate Opportunity Fund III filed its chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. These cases were commenced to liquidate the Debtors' holdings and close out the Funds in an orderly fashion to maximize the return for creditors and investors and to distribute the proceeds in a manner consistent with the Bankruptcy Code's priority scheme. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($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) ADOMANI INC ADOM US 3.2 (2.9) (3.6) ADOMANI INC A9T GR 3.2 (2.9) (3.6) ADOMANI INC ADOMEUR EU 3.2 (2.9) (3.6) AKCEA THERAPEUTI AKCA US 133.0 (74.9) 51.9 AKCEA THERAPEUTI 1KA GR 133.0 (74.9) 51.9 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) ATHENEX INC ATNX US 100.5 (3.6) 3.9 ATHENEX INC 2MT GR 100.5 (3.6) 3.9 ATHENEX INC ATNXEUR EU 100.5 (3.6) 3.9 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) AXIM BIOTECHNOLO AXIM US 0.8 (2.9) (2.1) BENEFITFOCUS INC BNFT US 172.0 (34.2) 18.2 BENEFITFOCUS INC BTF GR 172.0 (34.2) 18.2 BLUE BIRD CORP BLBD US 309.3 (82.2) 8.9 BOMBARDIER INC-B BBDBN MM 23,112.0 (3,555.0) 1,258.0 BOMBARDIER-B OLD BBDYB BB 23,112.0 (3,555.0) 1,258.0 BOMBARDIER-B W/I BBD/W CN 23,112.0 (3,555.0) 1,258.0 BONANZA CREEK EN BCEI US 1,135.2 (73.8) (160.1) BONANZA CREEK EN B2CN QT 1,135.2 (73.8) (160.1) BONANZA CREEK EN BCEI1EUR EU 1,135.2 (73.8) (160.1) BONANZA CREEK EN B2CN GR 1,135.2 (73.8) (160.1) BRINKER INTL EAT US 1,403.1 (498.7) (289.1) BRINKER INTL BKJ GR 1,403.1 (498.7) (289.1) BRINKER INTL EAT2EUR EU 1,403.1 (498.7) (289.1) BROOKFIELD REAL BRE CN 99.6 (33.1) 1.6 BUFFALO COAL COR BUC SJ 51.5 (21.4) (19.6) BURLINGTON STORE BURL US 2,558.9 (40.9) (32.6) BURLINGTON STORE BUI GR 2,558.9 (40.9) (32.6) BURLINGTON STORE BURL* MM 2,558.9 (40.9) (32.6) CADIZ INC CDZI US 62.0 (57.7) 7.1 CADIZ INC 2ZC GR 62.0 (57.7) 7.1 CAESARS ENTERTAI CZR US 14,812.0 (1,926.0) (3,266.0) CAESARS ENTERTAI C08 GR 14,812.0 (1,926.0) (3,266.0) CAESARS ENTERTAI CZREUR EU 14,812.0 (1,926.0) (3,266.0) CALIFORNIA RESOU CRC US 6,237.0 (447.0) (279.0) CALIFORNIA RESOU 1CLB GR 6,237.0 (447.0) (279.0) CALIFORNIA RESOU CRCEUR EU 6,237.0 (447.0) (279.0) CALIFORNIA RESOU 1CL TH 6,237.0 (447.0) (279.0) CAMBIUM LEARNING ABCD US 124.3 (58.5) (69.7) CAMPING WORLD-A CWH US 1,811.9 (2.9) 332.2 CAMPING WORLD-A C83 GR 1,811.9 (2.9) 332.2 CAMPING WORLD-A CWHEUR EU 1,811.9 (2.9) 332.2 CASELLA WASTE WA3 GR 621.2 (23.2) 3.3 CASELLA WASTE CWST US 621.2 (23.2) 3.3 CASELLA WASTE WA3 TH 621.2 (23.2) 3.3 CASELLA WASTE CWSTEUR EU 621.2 (23.2) 3.3 CEDAR FAIR LP FUN US 1,958.3 (47.6) (105.4) CEDAR FAIR LP 7CF GR 1,958.3 (47.6) (105.4) CHESAPEAKE ENERG CHK US 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CS1 GR 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CS1 TH 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CHK* MM 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CS1 QT 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CHKEUR EU 11,699.0 (1,203.0) (1,428.0) CHOICE HOTELS CZH GR 904.1 (292.5) 68.8 CHOICE HOTELS CHH US 904.1 (292.5) 68.8 CINCINNATI BELL CBB US 1,474.0 (127.4) 9.3 CINCINNATI BELL CIB1 GR 1,474.0 (127.4) 9.3 CINCINNATI BELL CBBEUR EU 1,474.0 (127.4) 9.3 CLEAR CHANNEL-A C7C GR 5,386.4 (1,234.5) 339.9 CLEAR CHANNEL-A CCO US 5,386.4 (1,234.5) 339.9 CLIFFS NATURAL R CVA GR 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CVA TH 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CLF US 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CLF* MM 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CLF2EUR EU 1,925.7 (703.0) 503.9 COGENT COMMUNICA CCOI US 732.7 (63.6) 248.6 COGENT COMMUNICA OGM1 GR 732.7 (63.6) 248.6 CPI CARD GROUP I PMTS US 261.8 (101.9) 52.1 CPI CARD GROUP I PMTS CN 261.8 (101.9) 52.1 DELEK LOGISTICS DKL US 413.6 (19.0) 8.6 DELEK LOGISTICS D6L GR 413.6 (19.0) 8.6 DENNY'S CORP DE8 GR 308.2 (64.7) (45.5) DENNY'S CORP DENN US 308.2 (64.7) (45.5) DOMINO'S PIZZA EZV TH 742.5 (1,853.7) 159.2 DOMINO'S PIZZA EZV GR 742.5 (1,853.7) 159.2 DOMINO'S PIZZA DPZ US 742.5 (1,853.7) 159.2 DOMINO'S PIZZA EZV QT 742.5 (1,853.7) 159.2 DUN & BRADSTREET DB5 GR 2,279.3 (979.5) (139.6) DUN & BRADSTREET DB5 TH 2,279.3 (979.5) (139.6) DUN & BRADSTREET DNB US 2,279.3 (979.5) (139.6) DUN & BRADSTREET DNB1EUR EU 2,279.3 (979.5) (139.6) DUNKIN' BRANDS G 2DB GR 3,196.1 (119.0) 218.1 DUNKIN' BRANDS G DNKN US 3,196.1 (119.0) 218.1 DUNKIN' BRANDS G 2DB TH 3,196.1 (119.0) 218.1 DUNKIN' BRANDS G DNKNEUR EU 3,196.1 (119.0) 218.1 EIGHT DRAGONS CO EDRG US - 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HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) - HCA HEALTHCARE I 2BH GR 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I HCA US 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I 2BH TH 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I HCAEUR EU 33,795.0 (5,357.0) 3,574.0 HORTONWORKS INC HDP US 220.6 (15.5) (16.7) HORTONWORKS INC 14K GR 220.6 (15.5) (16.7) HORTONWORKS INC 14K QT 220.6 (15.5) (16.7) HORTONWORKS INC HDPEUR EU 220.6 (15.5) (16.7) HOVNANIAN-A-WI HOV-W US 2,133.6 (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 SW 28,686.0 (3,955.0) (302.0) HP INC HPQ CI 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) INNOVIVA INC INVA US 391.9 (334.2) 193.9 INNOVIVA INC HVE GR 391.9 (334.2) 193.9 INNOVIVA INC INVAEUR EU 391.9 (334.2) 193.9 INTERNATIONAL WI ITWG US 326.6 (14.3) 101.6 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) JAMIESON WELLNES JWEL CN 504.7 (172.9) (172.9) JAMIESON WELLNES 2JW GR 504.7 (172.9) (172.9) JAMIESON WELLNES JWELEUR EU 504.7 (172.9) (172.9) 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) 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 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCO US 6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT TH 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCOEUR EU 6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT QT 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCO* MM 6,536.3 (467.5) 3,321.9 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 CPWR 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 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI SW 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM1 TE 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 TH 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM1CHF EU 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 GR 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM US 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM FP 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI1 IX 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI EB 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 QT 38,660.0 (10,277.0) 1,189.0 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 PRECIPIO INC TGKN GR 1.2 (20.6) (20.6) PRECIPIO INC TBIOEUR EU 1.2 (20.6) (20.6) 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 SAFETY INCOME AN SAFE US 155.8 (65.5) - 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 SHIFTPIXY INC PIXY US 1.5 (0.6) (1.0) 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 563.8 (173.1) 60.4 SONIC CORP SO4 GR 563.8 (173.1) 60.4 SONIC CORP SONCEUR EU 563.8 (173.1) 60.4 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 SOURCE ENERGY SE SCEYF US 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 434.1 (97.3) 122.8 SYNTEL INC SYE GR 434.1 (97.3) 122.8 SYNTEL INC SYE TH 434.1 (97.3) 122.8 SYNTEL INC SYE QT 434.1 (97.3) 122.8 SYNTEL INC SYNT1EUR EU 434.1 (97.3) 122.8 TAILORED BRANDS TLRD US 2,114.2 (113.6) 712.4 TAILORED BRANDS WRMA GR 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 TINTRI INC TNTR US 97.1 (68.5) 21.6 TINTRI INC TI3 GR 97.1 (68.5) 21.6 TINTRI INC TNTREUR EU 97.1 (68.5) 21.6 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 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 VERITONE INC VERI US 26.3 (25.0) (26.8) 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) WORKIVA INC WK US 139.8 (5.0) (2.5) WORKIVA INC 0WKA GR 139.8 (5.0) (2.5) WORKIVA INC WKEUR EU 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 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 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 ***