/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170816.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 16, 2017, Vol. 21, No. 227 Headlines 186-14 WILLIAMSON: Hearing on Plan Outline Scheduled for Aug. 24 A & A OF MARION: Case Summary & Unsecured Creditor ABACUS INVESTMENT: U.S. Trustee Unable to Appoint Committee ACME SKILLMAN: Case Summary & 20 Largest Unsecured Creditors ADAMS RESOURCES: Sale of Oil and Gas Assets for $2.6M Approved AIMIA INC: S&P Lowers CCR to BB- & Sr. Secured Notes Rating to BB ALLINGER PROPERTIES: Sale of Mobile Home Park for $1.5M Approved AMERICAN CONSUMERS: Mitchell Grocery Buying All Assets for $800K AMERICAN ROCK: Moody's Affirms B3 CFR & Cuts Term Loan Rating to B3 AMJ PLUMBING: Motion to Use Cash Collateral for Payroll Denied AMJ PLUMBING: Seeks Authorization to Use Cash Collateral AMSTAR EMERGENCY: Case Summary & 20 Largest Unsecured Creditors ATHANAS FENCE: Plan Filing Deadline Moved to Aug. 14 AURORA GAS: Aurora Exploration Buying equipment for $100K AURORA GAS: Selling Equipment at Minimum Prices or Higher AXIOS LOGISTICS: Receiver Selling All Assets for CAD$450K B&T ENTERPRISES: Sept. 13 Plan Confirmation Hearing BICOM NY: Sept. 18 Auction of All Assets Approved BING ENERGY: VPJP Opposes Approval of Plan Outline BP ORTHOLITE: S&P Lowers Then Withdraws 'B' CCR on Trilantic Deal BREITBURN ENERGY: Has Nod to Enter Into Swap Pacts With DIP Lenders BRISTLECONE INC: $200K Sale of Assets to Gas Hole Approved CITY WIDE INVESTMENTS: Hires Commercial Property as Appraiser CLINE GRAIN: Proposes Nov. 15 Auction of 172 Acres of Farm Land COLUMBIA HOUSE: Liquidating Trustee Tries to Claw Back Millions CONCORDIA INTERNATIONAL: Incurs US$1.01B Net Loss in 2nd Quarter CONDO 64: Hires Francis J April CPA as Accountant CONNEAUT LAKE VOLUNTEER: Wants Authority to Use Cash Collateral CORPORATE RESOURCE: Court Closes Noors' Appeals Case CROSSROADS SYSTEMS: Files for Chapter 11 With Prepack Plan DEARBORN VILLAGE: Wilson Rental Buying Helena Property for $600K DELL INC: Moody's Affirms Ba1 Corp. Family Rating, Outlook Stable DUNDEE ENERGY: Files Notice of Intention to Make BIA Proposal DUNDEE ENERGY: TSX to Delist Common Shares on Sept. 11 DVR LLC: Trustee Selling 10,000 Acres in New Mexico for $4.8M ECLIPSE AVIATION: 3rd Cir. Tosses Class Suit over Abrupt Layoffs ELECTRO RENT: Moody's Affirms B3 CFR & Caa2 2nd Lien Loan Rating FB COVENTRY: Hires Sinel Wilfand & Vinci as Experts & Accountants FB COVENTRY: Wants to Continue Using Cash Collateral Until Oct. 27 FB MALL: Wants OK on Continued Cash Collateral Use Thru Oct. 27 FOSTER ENTERPRISES: Chu and Li Buying Covina Property for $1.1M FOUNDATION HEALTHCARE: To Liquidate Assets to Pay Creditors FREE GOSPEL CHURCH: Hires Fairfax Realty as Real Estate Broker GANDER MOUNTAIN: Rejecting Executory Contracts and Leases GLOWPOINT INC: Decline in Revenues Raise Going Concern Doubt GOOD FIGHT: Whitney Bank to Get $320.31 in 59Monthly Installments HAIRLAND CORP: Court Okays Disclosures, Confirms Plan HEALTH DIAGNOSTIC: Court Narrows Claims in Suit vs Mallory, Et Al. HHH CHOICES: HHHW's Exit Plan to Pay Unsecured Claims in Full IGNITE RESTAURANT: Landry's Wins Auction for $57-Mil. IMPERIAL METALS: Reports Q2 Financial Results, Obtains Waiver INDUSTRIAL TOOL: Hires Keith S. Smartt as Bankruptcy Counsel INDUSTRIAL TOOL: Hires Rufus W. Gonder as Accountant JRD CONTRACTING: Case Summary & 20 Largest Unsecured Creditors KEELER'S MEDICAL: Asks Court to Direct U.S. Trustee to Appoint PCO KGC HOMEOWNERS: Court Rules on WDM's Suit Dismissal Motion KING'S PEAK: Can Use Cash for August 2017 Expenses, Pay Proven KNIGHT ENERGY: DIP Financing Sets Plan and Sale Milestones LA PALOMA: To Sell Electric Generating Facility to Pay Creditors MARBLES HOLDINGS: Hearing on Plan & Disclosures Set for Aug. 30 MARYLAND ECONOMIC: S&P Ups 2015 Student Housing Bonds Rating to BB+ MEDIFOCUS INC: UHY McGovern Hurley Casts Going Concern Doubt MERRIMACK PHARMACEUTICALS: Posts $511.6 Million Net Income in Q2 MICROVISION INC: Requires More Capital to Continue as Going Concern NEOPS HOLDINGS: Has Interim OK to Obtain DIP Financing, Use Cash NEW ENGLAND MECHANICAL: Needs Cash for September 2017 Expenses NORTHERN CAPITAL: Case Summary & 9 Unsecured Creditors NP HOLDINGS: Hearing on Plan Outline Approval Set for Sept. 7 NUVERRA ENVIRONMENTAL: Incurs $19.6M Net Loss in Second Quarter OCALA FUNDING: Trustee Selling Mortgage Loans to ABS for $16M OLD FASHION BUTCHER: Has Cash Use Agreement From Lender PAC ANCHOR: U.S. Trustee Forms 2-Member Committee PACIFIC DRILLING: Liquidity Constraints Raise Going Concern Doubt PAWN AMERICA: Plans to Pay $450K to Unsecured Creditors in 5 Years PEEKAY ACQUISITIONS: TLA's $30M Credit Bid to Open Oct. 25 Auction PENINSULA AIRWAYS: Wants Authority to Use FNBA Cash Collateral POPI TRADING: Case Summary & 20 Largest Unsecured Creditors PRATT WELL: Plan Outline Okayed; Plan Hearing on Sept. 14 PROVINCE GRANDE: High Court Says It Erred in PEM Entities Dispute QUADRANT 4: Creditors' Panel Hires Amherst as Financial Advisor QUADRANT 4: Creditors' Panel Hires Sugar Felsenthal as Counsel QUANTUM CORP: Reports $3.67 Million Net Loss for First Quarter 2018 REO HOLDINGS: Disclosures OK'd; Plan Hearing on Sept. 12 ROBERT T WINZINGER: Wants to Use Cash Collateral to Pay Wages ROJESIE INC: Plan Outline Okayed; Plan Hearing on Oct. 4 RONALD SCHERER: Sale of Columbus Property for $405K Denied as Moot ROTINI INC: Lawyer Must File Further Amended Rule 2016(b) Statement RUPARI FOOD: Government Can Sidestep Automatic Stay, Court Rules RWK ELECTRIC: Disclosures OK'd; Plan Hearing on Sept. 12 SABEMOS BEVERAGES: Asks Court to Appoint H. Grobstein as Trustee SEARS CANADA: Pensioners Want Plan Wound Up SENTRIX PHARMACY: Hires Rappaport Osborne as Bankruptcy Counsel SHEPHERD UNIVERSITY: Case Summary & 20 Largest Unsecured Creditors SINGH LODGING: Taps Gleichenhaus Marchese as General Counsel SKIP BARBER RACING: Has Final Approval to Use Cash Collateral SPEED LUBE: U.S. Trustee Unable to Appoint Committee SPEEDVEGAS LLC: Placed in Bankruptcy by Creditors STAPLES INC: Moody's Cuts Rating on Secured Term Loan to B1 STAPLES INC: S&P Cuts Term Loan Rating to B+ on Upsize to $2.9BB STUDIO TWENTYEIGHT: Seeks Authorization to Use Cash Collateral SULLIVAN VINEYARDS: Hires Bachecki Crom as Accountant SUNBURST FARMS: Hires Eron Law as Bankruptcy Counsel SUNSET PARTNERS: Court Extends Cash Collateral Use Until Sept. 6 TRI STATE STONE: Sept. 13 Plan Confirmation Hearing vTv THERAPEUTICS: Accumulated Deficit Raises Going Concern Doubt WABASH NATIONAL: Moody's Puts B1 Sr. Secured Rating Under Review WALTER INVESTMENT: Incurs $94.3 Million Net Loss in Second Quarter WELLMAN DYNAMICS: Aug. 17 Hearing on Sale of All Assets to TCTM WEST WINDOWS: Plan Outline Okayed; Plan Hearing on Sept. 21 WILLIAMSON & WILLIAMSON: Disclosures Conditionally Okayed WORDSWORTH ACADEMY: Taps CliftonLarsonAllen as Accountant [*] Equity Partners HG Brokers Sale of Accubuilt to SPV Coach ********* 186-14 WILLIAMSON: Hearing on Plan Outline Scheduled for Aug. 24 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York will hold on Aug. 24, 2017, at 11:00 a.m. a hearing to consider the adequacy of 186-14 Williamson Ave., Corp.'s disclosure statement dated June 2, 2017, referring to the Debtor's plan of reorganization dated June 2, 2017. Objections to the Disclosure Statement must be filed by Aug. 21, 2017. About 186-14 Williamson Ave. 186-14 Williamson Ave., Corp., is a single asset real estate company. The mortgage was paid for several years until the property became run down and the Debtor lost its tenants. At this time, the premise is vacant and boarded up and is expected to be rehabilitated. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70603) on Feb. 2, 2017. Alan C. Stein, Esq., at the Law Office of Alan C. Stein, P.C., serves as the Debtor's attorney. On Feb. 3, 2017, the Debtor re-filed its petition (Bankr. E.D.N.Y. Case No. 17-40503). The petition was signed by Robin Eshaghpour, president. A copy of the petition is available for free at https://is.gd/dzfpHH The case is assigned to Judge Nancy Hershey Lord. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $50,000. No official committee of unsecured creditors was appointed by the Office of the U.S. Trustee. A & A OF MARION: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- A & A of Marion County, L.L.C. 17-02959 1716 SW 82nd Drive Gainesville, FL 32607 G & S of Marion County, L.L.C. 17-02960 3233 Southwest 33rd Road, Ste. 301 Ocala, FL 34474 Business Description: A & A of Marion County is the registered owner in fee simple of a property located at 7360 SW Hwy 200, Ocala FL 34476 valued at $600,000. Debtor G & S of Marion also owns a fee simple interest in a property located at 7350 SW Hwy 200, Ocala, FL 34476 valued at $600,000. Chapter 11 Petition Date: August 14, 2017 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Hon. Jerry A. Funk Debtors' Counsel: Taylor J King, Esq. LAW OFFICES OF MICKLER & MICKLER 5452 Arlington Expressway Jacksonville, FL 32211 Tel: 904-725-0822 Fax: 904-725-0855 E-mail: tjking@planlaw.com Total Total Assets Liabilities ---------- ----------- A & A of Marion County, L.L.C. $600,000 $4,300,000 G & S of Marion County, L.L.C. $600,000 $4,300,000 The petitions were signed by Dr. Ganesh D. Arora, managing member. The Debtors' list of 20 largest unsecured claims has a single entry: Manatee Bank, with an unsecured claim in an "unknown" amount. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flmb17-02959.pdf http://bankrupt.com/misc/flmb17-02960.pdf ABACUS INVESTMENT: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on Aug. 10 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Abacus Investment Group, Inc. About Abacus Investment Group Inc. Based in Auburn, California, Abacus Investment Group, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-05422) on June 22, 2017. Herb Miller, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Its principal assets are located at 441 Lucerne Avenue, Tampa, Florida. Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A., serves as the Debtor's bankruptcy counsel. ACME SKILLMAN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Acme Skillman Concrete Co., Inc. 56-22 58th Street Maspeth, NY 11378 Business Description: Acme Skillman specializes in highway and street construction. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: August 14, 2017 Case No.: 17-44212 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: James B. Glucksman, Esq. RATTET PLLC 202 Mamaroneck Avenue White Plains, NY 10601 Tel: (914) 371-7400 E-mail: jbglucksman@rattetlaw.com - and - Robert L. Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue Suite 300 White Plains, NY 10601 Tel: +1-914-381-7400 E-mail: rrattet@rattetlaw.com Estimated Assets: $0 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Fernando Minchella, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-44212.pdf ADAMS RESOURCES: Sale of Oil and Gas Assets for $2.6M Approved -------------------------------------------------------------- Judge Kevin Cross of the U.S. Bankruptcy Court for the District of Delaware authorized Adams Resources Exploration Corp.'s sale of substantially all oil and gas assets to Sequitur Permian, LLC for $2,560,950. The Sale Hearing was conducted on Aug. 1, 2017. The sale is free and clear of all liens, claims, encumbrances and other interests. Currently, the Debtor owns oil and gas lease interests in Texas, Louisiana, Oklahoma, Kansas, Montana, and Arkansas. As of December 2016, it owned fractional interests in approximately 470 wells (13.5 net wells). The Court authorized to assumption and assignment of the Assigned Contracts. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective immediately upon entry and the Debtor and the Purchaser is authorized to close the Sales immediately upon entry of this Order and the fourteen-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) will be, and are, deemed waived. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Adams_Resources_167_Order.pdf The Purchaser: SEQUITUR PERMIAN, LLC Two Briarlake Plaza 2050 W. Sam Houston Pkwy. S., Suite 1850 Houston, TXs 77042 Attn: Mike van den Bold Facsimile: (713) 395-3099 E-mail: mcvdb@sequiturenergy.com The Purchaser is represented by: Joshua W. Wolfshohl, Esq. PORTER HEDGES LLP 1000 Main, 36th Floor Houston, TX 77002 Facsimile: (713) 226-6695 E-mail: jwolfshohl@porterhedges.com About Adams Resources Houston, Texas-based Adams Resources Exploration Corporation -- http://www.adamsexploration.com-- is engaged in the development of the Haynesville Shale in East Texas and now own interest in a large number of producing dry gas wells. It also has interest in 405 wells and 131,236 gross developed acres in seven states. Adams Resources filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10866) on April 21, 2017, estimating assets between $1 million and $10 million and debt between $50 million and $100 million. The petition was signed by John Riney, president. Judge Kevin Gross presides over the case. William A. Hazeltine, Esq., and D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, serve as the Debtor's bankruptcy counsel. The Debtor hired Gavin/Solmonese, LLC as chief restructuring officer. No committee of unsecured creditors has been appointed. AIMIA INC: S&P Lowers CCR to BB- & Sr. Secured Notes Rating to BB ----------------------------------------------------------------- S&P Global Ratings said it lowered its long-term corporate credit rating on Montreal-based marketing and loyalty analytics provider Aimia Inc. to 'BB-' from 'BB+'. S&P Global Ratings also lowered its issue-level ratings on the company's senior secured notes to 'BB' from 'BBB-'(one notch above the corporate credit rating). The senior secured debt has a '2' recovery rating, indicating our expectation of substantial (70%-90%, rounded estimate 75%) recovery in a default scenario. At the same time, S&P Global Ratings lowered its global scale rating to 'B-' from 'B+' and its Canada scale rating to 'P-4(Low)' from 'P-4(High)' on the company's preferred shares. Finally, S&P Global Ratings removed all of its ratings on Aimia from CreditWatch, where they were placed with negative implications May 12, 2017. The outlook is negative. S&P said, "The downgrade and negative outlook reflect our view of the significant risks and uncertainty Aimia faces following Air Canada's previous announcement not to renew the company's contract with Aimia post-June 2020. We believe this development will likely affect Aimia's value proposition and pressure the company's business prospects in the next few years. In our view, the loss of a major anchor redemption partner for the points accumulated by Aimia's Aeroplan loyalty members will likely reduce the appeal of the Aeroplan program to its financial card partners' customers. As a result, there is the meaningful risk of reduced gross billings (a proxy for cash revenue) and higher-than-average reward redemption activity (expenses) that could affect the company's EBITDA for the foreseeable future. Although the near-term results might not reflect these risks, without an attractive airline partner announcement the possibility of a surge in redemption activity through 2020 could reduce Aimia's cash flow and weaken its liquidity. The company plans to mitigate the risks through Aeroplan-focused initiatives, corporate-level cost cutting, and disposal of unprofitable and noncore assets. However, execution risks associated with cost-cutting initiatives or delay in asset sales could limit Aimia's ability to support its profitability and financial flexibility. "Our negative outlook on Aimia reflects our view that there is an increased risk on the company's cash flow and financial flexibility due to the uncertainty associated with rising reward redemptions and reduced gross billings along with limited visibility on member behavior toward the Aeroplan program. Also, the execution risks associated with potential cost savings and asset sales could further weaken the credit measures compared with our forecast scenario. "We could lower the rating if the company's adjusted debt to EBITDA increases above 3.0x over the next 12 months, driven by rising reward redemptions and declining gross billings. We could also take a negative rating action if the company's EBITDA margins were to deteriorate by 400 basis points, driven by the company's inability to mitigate redemption costs and its inability to dispose of noncore assets in the near term to supplement its liquidity. "We could revise the outlook to stable over the next 12 months if Aimia is successful in renegotiating a new contract with Air Canada post-2020 or creates an alliance with another airline or partner that could have positive implications for the company's business risk profile." ALLINGER PROPERTIES: Sale of Mobile Home Park for $1.5M Approved ---------------------------------------------------------------- Judge Daniel S. Opperman of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized Allinger Properties, LLC's sale of Dutch Village Mobile Home Park located at 2198 E. Mt. Morris Rd, Mt. Morris, Genesee Township, Michigan, Parcel No. 11-08-100-004, to Clark Dong for $1,500,000. Except for the lien of property taxes levied against the Property for tax year 2017, the Dutch Village Mobile Home Park property will be sold free and clear of all liens, with liens attaching to the proceeds of sale. Prior to closing on the sale of the Property, the Debtor or the purchaser of the Property will repair the leak in the Property's water supply system. After payment of the expenses of the sale, the proceeds of the sale will be allocated and distributed as follows: (i) the sum of $65,000 will be paid to Secured Creditor Dutch Village Mobile Home Park, LLC; (ii) two thirds of the remainder of the proceeds of the sale, after payment of the Dutch Village Distribution, will be paid to the Genesee County Treasurer in satisfaction of the delinquent real property taxes levied against the Property for tax years 2007 through 2016; and (iii) one third of the remainder of the proceeds of the sale, after payment of the Dutch Village Distribution, will be paid to the Charter Township of Genesee in satisfaction of all outstanding water and sewer bills up to the date of the sale. All liens against the Property, except the lien for real property taxes levied against the Property for tax year 2017, will be extinguished as to the Property and transferred to the proceeds of the sale upon the closing of the sale and payment of the proceeds of the sale to the designated Escrow Agent selected by the Parties. About Allinger Properties Allinger Properties, LLC, is a Michigan limited liability company. The company operates the Dutch Village Mobile Home Park in Genesee Township, Michigan that currently contains 140 rented mobile homes. Allinger Properties sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-31397) on March 30, 2012, disclosing assets of $1,221,000 and liabilities of $2,679,000. The petition was signed by Amos Allinger, manager. Judge Daniel S. Opperman is assigned to the case. The Debtor tapped Peter T. Mooney, Esq., at Simen, Figura & Parker, as counsel. AMERICAN CONSUMERS: Mitchell Grocery Buying All Assets for $800K ---------------------------------------------------------------- Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee will convene a hearing on Aug. 24, 2017 at 10:30 a.m. to consider bidding procedures of American Consumers, Inc., doing business as Shop-Rite Supermarkets, in connection with its sale of substantially all assets to Mitchell Grocery Corp. for $800,000, subject to overbid. The Debtor has diligently attempted to reorganize its business in the case without seeking the aid of a post-petition lender or a sale of all of its assets. However, as evidenced by the various monthly operating reports it filed in the case, the Debtor not been able to maintain appropriate inventory levels, which has resulted in a decrease in overall revenue. The Debtor has been in communication with various interested parties regarding the potential sale of its business. Moreover, the counsel for Debtor has also received inquiries from parties that have requested information as to the potential sale. To date, however, the Debtor has only received one formal offer. On June 20, 2017, the counsel for the Stalking Horse Bidder submitted a proposed Term Sheet for the purchase of certain of the Debtor's assets for $800,000. The parties subsequently entered into arms-length negotiations, which resulted in the execution of the Asset Purchase Agreement dated Aug. 10, 2017. The salient terms of the Stalking Horse APA are: a. Purchase Price: $800,000 b. Deposit: The Stalking Horse Bidder deposited $80,000 in escrow with the Debtor's counsel as a good faith deposit. c. Acquired Assets: Substantially all of the assets and rights of the Debtor's bankruptcy estate. d. Stalking Horse Protections: (i) Breakup Fee of $30,000 and (ii) Expense Reimbursement of $25,000 e. Terms: The sale is free and clear of any and all claims, liabilities, interests, encumbrances, liens, financing statements, mortgages, mechanics' liens, lis pendens, and all other documents or agreements evidencing interests in and/or claims. f. Credit Bidding: The Stalking Horse Bidder will be permitted to credit bid all or any portion of its secured debt as part of the Purchase Price. The Debtor proposes the Bidding Procedures which have been designed to be flexible and open to all bids for the Purchased Assets in order to facilitate a robust sales process thereby generating the greatest value for its Estate. The salient terms of the Bidding Procedures are: 1. Bid Deadline: Sept. 12, 2017 at 5:00 p.m. (ET) 2. Baseline Bid: The sum of (i) $50,000 plus (ii) cash equal to the amount of the Breakup Fee and the Expense Reimbursement 3. Auction (if necessary): Sept. 14, 2017 at 10:00 a.m. (ET). 4. Bid Increments: $25,000 5. Sale Objection Deadline: Sept. 14, 2017 at 5:00 p.m. (ET) 6. Sale Hearing: Sept. 15, 2017 at 1:30 p.m. (ET) A copy of the Stalking Horse APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/American_Consumers_171_Sales.pdf Within three days following the entry of the Bidding Procedures Order or as soon as reasonably practicable thereafter, the Debtor will serve the Sale Notice, the Stalking Horse APA, the Bidding Procedures Order and the Bidding Procedures upon all Notice Parties. As part of the Sale, the Debtor asks authority to transfer, assume and assign the Assigned Contracts. As soon as practicable after entry of the Bidding Procedures Order, but no later than three days after the Court's entry of the Bidding Procedures Order, the Debtor will serve the Assumption and Assignment Notice upon all Parties. The Cure Cost Cap is $25,000. Any Cure Objection or Assumption and Assignment Objection must be filed no later than the Assumption and Assignment Objection Deadline. The Debtor intends to solicit higher and better offers up to and through the Bid Deadline. It asks that a Sale Hearing be scheduled shortly thereafter at the earliest convenience of the Court. While the Debtor is not seeking an overall shortening of the notice period for approval of the Sale itself, it asks that the Court conduct an expedited hearing on Aug. 24, 2017 regarding entry of the Bidding Procedures Order providing for the establishment of the Bidding Procedures. The financial constraints imposed on its estate favor the prompt transfer of the Purchased Assets. Additionally, the Stalking Horse Asset APA provides that the Stalking Horse Bidder may terminate the Stalking Horse APA and that the Stalking Horse's Deposit will be returned if the Court does not enter the Bidding Procedures Order within 14-days after the Stalking Horse APA's Effective Date of Aug. 10, 2017. To preserve and maximize the value of the Purchased Assets, the Debtor wants to close the Sale immediately after all closing conditions have been met or waived. Accordingly, the Debtor asks the Court to waive any applicable stays afforded by the Bankruptcy Rules. The Purchaser: MITCHELL GROCERY CORP. c/o Dustin Hornbuckle 550 Railroad Ave. Albertville, AL 35950 Telephone: (256) 878-4211 E-mail: dustin.hornbuckle@mitchellgrocery.com The Purchaser is represented by: Leland Murphree, Esq. MAYNARD COOPER & GALE PC 1901 Sixth Ave. North 2400 Regions Harbert Plaza, Suite 2400 Birmingham, AL 35203 Telephone: (205) 254-1103 E-mail: lmurphree@maynardcooper.com About American Consumers American Consumers, Inc., d/b/a Shop-Rite Supermarkets, owned and operated seven grocery store operations located in Tennessee, Alabama and Georgia. The lease of the grocery store located in Ringgold, Georgia was previously rejected by operation of law, and its operation of that store has ceased. As a result, Debtor now has six grocery stores in the following locations: (i) Dayton, Tennessee; (ii) Jasper, Tennessee; (iii) Stevenson, Alabama; (iv) Tunnel Hill, Georgia; (v) Chickamauga, Georgia; and (vi) LaFayette, Georgia. In addition, its office is located in Fort Oglethorpe, Georgia. The company does not own any real property. Instead, it leases the real property on which each of the foregoing grocery store operations is located. The Fort Oglethorpe, Georgia-based Company filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 17-10189) on Jan. 17, 2017, estimating $1 million to $10 million in both assets and liabilities. The petition was signed by Todd Richardson, chief executive officer. The Hon. Nicholas W. Whittenburg presides over the case. Harold L North, Jr., Esq., at Chambliss Bahner & Stophel, P.C., serves as bankruptcy counsel to the Debtor. AMERICAN ROCK: Moody's Affirms B3 CFR & Cuts Term Loan Rating to B3 ------------------------------------------------------------------- Moody's Investors Service affirmed the B3 corporate family rating (CFR) and the B3-PD probability of default rating (PDR) of American Rock Salt Company LLC. Moody's downgraded the rating on the existing term loan to B3 from B2 and withdrew the B3 rating on the proposed term loan following the company's decision not to proceed with a dividend recapitalization (which would have been the first dividend recapitalization in over five years, although the company did make deferred tax distributions during that time). Although the dividend recapitalization was cancelled at this time, the company extended and upsized (for peak season) its revolver. The company also used its excess cash flow to offer to prepay $8.5 million of its term loan, which offer was declined by 65% of the first lien holders. The Company has prepaid approximately $3 million of debt and distributed $14 million to its members. The rating reflects Moody's expectations that the company will remain financially aggressive and continue to distribute most of its free cash generation to shareholders or revisit plans to relever once market conditions improve. The ratings outlook remains stable. Issuer: American Rock Salt Company LLC Affirmations: -- Corporate Family Rating, Affirmed B3 -- Probability of Default Rating, Affirmed B3-PD Downgrades: -- Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD4) from B2 (LGD4) Withdrawals: -- Senior Secured Bank Credit Facility, Withdrawn , previously rated B3 (LGD4) Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE American Rock Salt's B3 corporate family rating (CFR) reflects high leverage, limited scale with a single mine and weather-dependent business model that results in volatile credit metrics and cash flow generation. The company canceled a proposed dividend recapitalization and restructuring that would have eliminated an annual royalty fee related to the acquisition of mineral rights (2.5% of the gross income from the mine) from a separate entity. Under current capitalization and current cost structure, Moody's expects American Rock Salt's leverage could range between 4 times and 9 times depending on weather conditions in its region of operation. The company generates strong cash flow from operations and has low capital expenditure level, but most cash flow it is distributed to shareholders and Moody's does not expects significant debt paydown other than the required amortization and excess cash flow sweeps. However, Moody's expects the owners to support the company during periods of exceptionally weak snowfall (e.g. two or more consecutive warm winters). The company benefits from high barriers to entry in rock salt mining and cost advantages in the company's primary markets in western and central New York and Pennsylvania due to its relatively new mine near Rochester, NY, and access to truck and rail transportation. The rating also considers adequate liquidity and expectations that the owners would support the company's liquidity during period of exceptionally weak snowfall (e.g. two or more consecutive warm winters). The stable outlook reflects Moody's expectations that weaker prices following two consecutive mild (trough) winters will limit EBITDA improvement in fiscal 2018 even if volumes recover, with leverage remaining above 6 times. Moody's said, "We see limited upside to the company's rating due to its current business profile (operating a single mine), modest size and history of repeatedly re-levering the company. Moody's could upgrade the ratings if the company pays down debt so that in mild (trough) winter conditions leverage does not exceed 7.5 times and interest coverage does not fall below 2 times, the company maintains good liquidity and a conservative financial policy (i.e. does not continually dividend out excess cash or lever up to take advantage of improved earnings)." Moody's could downgrade the rating if in mild (trough) winter conditions leverage exceeds 10 times, interest coverage falls below 1.25 times and sustained liquidity (cash and revolver availability) declines below $30 million. Moody's could also downgrade the rating if the company undertakes a large debt-financed acquisition or another dividend recapitalization that exceeds the leverage level that was contemplated during the cancelled transaction. American Rock Salt is expected to have adequate liquidity to support operations for at least the next four quarters. Moody's anticipates positive cash flow from operations on an annual basis, but expect significant quarterly variation due to the seasonality of the salt business and need to build up inventories in advance of the selling season. The company builds cash on the balance sheet in the first and second fiscal quarters (fourth and first calendar quarters) as it collects accounts receivable from the snow season and uses most of its cash in the third and fourth fiscal quarters. Moody's expects the company will rely on the proposed $60 million asset-based revolving credit facility (unrated) to fund inventory build before collecting significant cash in the first calendar quarter of the year. The revolver is subject to borrowing base and expires in August 2022 or if the current term loan still outstanding, 90 days before its maturity in May 2021. The revolver commitment steps down to $30 million from March to August each year. The company has annual amortization payments of approximately $4.2 million. The revolver contains a springing fixed charge coverage ratio test if revolver excess availability is less than 10% of the borrowing base. Moody's does not expects the covenant will be triggered over the next four quarters. The $428 million senior secured first lien term loan due May 2021 is rated B3, on par with the B3 CFR, reflecting its first priority lien on all fixed domestic assets. The capital structure also includes a $60 million asset-based revolver (unrated) that has a first priority lien on current assets. The term loan is guaranteed by all material domestic subsidiaries of the borrower American Rock Salt Company LLC . The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. American Rock Salt Company LLC produces highway deicing rock salt. The company operates a single mine in upstate New York and sells primarily to state and local government agencies in the northeastern United States. The firm is a wholly-owned subsidiary of American Rock Salt Holdings LLC, which is closely-held by private investors including some members of management. Headquartered in Retsof, N.Y., American Rock Salt generated approximately $206 million in revenue for the twelve months ended March 31, 2017. AMJ PLUMBING: Motion to Use Cash Collateral for Payroll Denied -------------------------------------------------------------- The Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the Central District of California has denied AMJ Plumbing Specialists Corp.'s motion for authorization to use cash collateral for payroll and operating expenses. "The Debtor is prohibited from using cash collateral," Judge Jury ordered. A continued hearing on the use of cash collateral and Opus Bank's oral motion for conversion of the Debtor's case to Chapter 7 will be held on Aug. 15, 2017, at 1:30 p.m. A copy of the Denial Order is available at: http://bankrupt.com/misc/cacb17-15717-43.pdf As reported by the Troubled Company Reporter on July 21, 2017, the Court previously authorized the Debtor to use $26,048 of cash collateral consisting of corporate checking accounts at Chino Commercial Bank and Bank of America. About AMJ Plumbing Headquartered in Rancho Cucamonga, California, AMJ Plumbing Specialists Corp., d/b/a AMJ Plumbing Specialists, is a commercial plumbing company that has more than 20 years of experience in the commercial plumbing field. AMJ Plumbing -- http://amjplumbingspecialists.com/-- offers a wide variety of plumbing-related new construction services including leak repairs, water heaters service, pump service, drain cleaning/jetting, backflow services, tenant improvements and sewer camera installation. AMJ Plumbing Specialists filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-15717) on July 7, 2017, disclosing $1.39 million in total assets and $2.15 million in total liabilities. The petition was signed by Jose Ruvalcaba, Jr., president. Judge Meredith A. Jury presides over the case. David Lozano, Esq., at Lozano Law Center, Inc., serves as the Debtor's bankruptcy counsel. AMJ PLUMBING: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- AMJ Plumbing Specialists Corp. filed an amended motion with the U.S. Bankruptcy Court for the Central District of California seeking for authorization to use cash collateral on an interim basis through and including the date of confirmation of a Chapter 11 plan or dismissal of its case. A continued hearing on the Debtor's amended motion for use of cash collateral will be held on Aug. 15, 2017 at 1:30 p.m. The deadline to file any opposition to the Debtor's amended motion is Aug. 14. The Debtor maintains that its principal liabilities include its obligations owed to its secured creditors (primarily consisting of money loaned to the business). The Debtor believes that six of these creditors have a security interest in its prepetition account receivables (approximately $695,709) and cash deposits in two of the Debtor's prepetition bank accounts. These creditors include: Opus Bank; TVT Capital, LLC; Forward Finance, LLC; On Deck; and Platinum Rapid Funding Group, LTD. The remaining four secured creditors: Financial Pacific Leasing Inc.; First Bank Richmond; LCA Bank Corporation; and Daimer Trust, have security interest only in the equipment and a vehicle. The Debtor claims that it does not own any real property and that it currently generates income from its commercial plumbing business. The Debtor's business is the Debtor's the primary asset. Due to the competitive nature of the plumbing business, the Debtor says that it must pay its employees and daily operating expense on a timely basis in order to provide its clients with the highest quality of service, retain its clients and eventually bring in additional revenue. In his declaration, Joe Ruvalcaba, the Debtor's president assures the Court that the Debtor's business (asset) is well managed and is generating positive cash flow. Moreover, he says that the Debtor's recent operating results and future projections indicate that this trend will continue and improve over the next year, providing ample adequate protection to the Secured Creditors' interest. A full-text copy of the Debtor's Motion, dated Aug. 8, 2017, is available at https://is.gd/HvVPjo About AMJ Plumbing Headquartered in Rancho Cucamonga, California, AMJ Plumbing Specialists Corp., d/b/a AMJ Plumbing Specialists, is a commercial plumbing company that has more than 20 years of experience in the commercial plumbing field. AMJ Plumbing -- http://amjplumbingspecialists.com/-- offers a wide variety of plumbing-related new construction services including leak repairs, water heaters service, pump service, drain cleaning/jetting, backflow services, tenant improvements and sewer camera installation. AMJ Plumbing Specialists filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-15717) on July 7, 2017, disclosing $1.39 million in total assets and $2.15 million in total liabilities. The petition was signed by Jose Ruvalcaba, Jr., president. Judge Meredith A. Jury presides over the case. David Lozano, Esq., at Lozano Law Center, Inc., serves as the Debtor's bankruptcy counsel. AMSTAR EMERGENCY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Amstar Emergency Medical Services Inc P.O. Box 480547 Linden, AL 36748 Type of Business: Amstar Emergency Medical Services is a healthcare organization in the Linden area. Chapter 11 Petition Date: August 14, 2017 Case No.: 17-03037 Court: United States Bankruptcy Court Southern District of Alabama (Selma) Debtor's Counsel: Lee R. Benton, Esq. BENTON & CENTENO, LLP 2019 Third Avenue N. Birmingham, AL 35203 Tel: (205) 278-8000 Email: lbenton@bcattys.com - and - Samuel Stephens, Esq. BENTON & CENTENO, LLP 2019 3rd Avenue North Birmingham, AL 35203 Tel: 205-278-8000 Fax: 205-776-8433 E-mail: sstephens@bcattys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Horne, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/alsb17-03037.pdf ATHANAS FENCE: Plan Filing Deadline Moved to Aug. 14 ---------------------------------------------------- The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois has extended the time for Athanas Fence Co., Inc., to file a plan of reorganization and proposed disclosure statement to and including Aug. 14, 2017. As reported by the Troubled Company Reporter on Aug. 3, 2017, the Debtor asked the Court for the extension to afford the Debtor and all other parties in interest an opportunity to fully develop the grounds upon which negotiations toward a plan can be based. The Debtor is a fencing contractor and is waiting to see what new jobs that have been bid out by the Debtor will be accepted. About Athanas Fence Co. Athanas Fence Co., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-03883) on Feb. 10, 2017. The petition was signed by James J. Athanas, president. The Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by Joseph E. Cohen, Esq., at Cohen & Krol. AURORA GAS: Aurora Exploration Buying equipment for $100K --------------------------------------------------------- Aurora Gas, LLC, asks the U.S. Bankruptcy Court for the District of Alaska to authorize it to (i) assume and assign its oil and gas leases in the Nicolai Creek Unit ("NCU"), (ii) assume and assign it sale contracts with Tesoro, Homer Electric Association and Helena Energy; and (i) sell equipment to Aurora Exploration, LLC ("AE") for $100,000, subject to overbid. A hearing on the Motion is set for Aug. 21, 2017 at 2:00 p.m. The effective date is Sept. 1, 2017 with a closing on Sept. 18, 2017 or on further order of the Court. In substance, AE proposes to pay the Debtor $100,000 in cash at closing. It will indemnify the Debtor for any future well closure and abandonment liabilities, and maintenance costs for the assigned leases after the effective date provided AE receives the revenue from the assigned leases after the effective date. Except for well closure and abandonment liabilities, AE assumes no liability for pre-petition liabilities related to the assigned leases including but not limited to royalty payments, maintenance costs and operating expenses. The sales are "as is, where is" without warranties of condition or merchantability of any kind. The assignment of the leases is subject to approval of the State of Alaska. Following approval of the transaction by the Court, and pending State approval, the Debtor will continue to operate the subject leases and equipment, receive all revenue there from, and be responsible for the related operating expenses. It does not believe that it is in default under the contracts and leases to be assigned, but any necessary cures of default or adequate assurances of future performance will be provided by AE or any other approval buyer/assignee. The Debtor's management has determined that it cannot be reorganized as an operating company without significant capital investment, either from its existing or a new owner. Such investment has not been forthcoming despite extensive efforts to attract buyers. Accordingly, the Debtor's assets must be monetized to the extent possible. It is the lessee of several leases from the State of Alaska, and of others from Cook Inlet Region, Inc. No prospective buyer has shown interest in the CIRI leases. The NCU, which consists of leases from the State of Alaska, has provided the bulk of the Debtor's recent production and has attracted interest from two possible buyers. The Debtor has determined to accept the proposal from AE as at present it is superior to the unsigned tentative proposal from the other party, Escopeta Oil & Gas. The cash offer is far less than the amount the Debtor anticipated it could receive for a sale of its interest in NCU and related equipment, but as its current financial condition is declining it is not possible to continue operations much longer, and this sale is a better alternative than rejecting the NCU leases and terminating operations completely. It does not believe there are any liens or encumbrances on the assets being sold, but to resolve any latent claims the assets should be transferred free and clear of liens of any party given notice of the sale. A list of the assigned leases and list of the equipment to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Aurora_Gas_267_Sales.pdf About Aurora Gas Sugarland, Texas-based Aurora Gas LLC owns and operates gas-producing properties in Alaska and also engages in the exploration and development of gas properties. Erik LeRoy, Esq., at Erik Leroy P.C., on behalf of Aurora Well Service, LLC, Shirleyville Enterprises, LLC, and Tanks A Lot, Inc., filed an involuntary Chapter 11 bankruptcy petition against the Debtor (Bankr. D. Alaska Case No. 16-00130) on May 3, 2016. Aurora Gas LLC sought authority to employ David H. Bundy, P.C., as bankruptcy counsel. The Debtor also sought authority to employ BDO USA, LLP, and Dan Dickinson as accountants. Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed on Aug. 9, 2016, five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Aurora Gas LLC. Erik Leroy P.C. serves as counsel to the Committee. AURORA GAS: Selling Equipment at Minimum Prices or Higher --------------------------------------------------------- Aurora Gas, LLC, asks the U.S. Bankruptcy Court for the District of Alaska to authorize the sale of equipment at specified minimum prices or better. A copy of the list of equipment to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Aurora_Gas_269_Sales.pdf All property will be sold "as is" and "where is." No party has a lien or security interest in these items. Because the sales will be for cash, the identity of the buyer(s) and the terms of sale do not require further disclosure or notice to assure that the sales are proper. Therefore, Debtor asks the Court to authorize its management to complete sales of these items under the conditions specified. It submits that serving the notice of the Motion by Aug. 11, 2017 for a hearing on Aug. 21, 2017 as the Court approved in its order, is sufficient to authorize these sales. The Debtor proposes to file a weekly report of sales accomplished to date and planned for the next week, to the extent such plans have been formulated. About Aurora Gas Sugarland, Texas-based Aurora Gas LLC owns and operates gas-producing properties in Alaska and also engages in the exploration and development of gas properties. Erik LeRoy, Esq., at Erik Leroy P.C., on behalf of Aurora Well Service, LLC, Shirleyville Enterprises, LLC, and Tanks A Lot, Inc., filed an involuntary Chapter 11 bankruptcy petition against the Debtor (Bankr. D. Alaska Case No. 16-00130) on May 3, 2016. Aurora Gas LLC sought authority to employ David H. Bundy, P.C., as bankruptcy counsel. The Debtor also sought authority to employ BDO USA, LLP, and Dan Dickinson as accountants. Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed on Aug. 9, 2016, five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Aurora Gas LLC. Erik Leroy P.C. serves as counsel to the Committee. AXIOS LOGISTICS: Receiver Selling All Assets for CAD$450K --------------------------------------------------------- A. Farber & Partners Inc., the Court-appointed receiver and duly authorized foreign representative for Axios Logistics Solutions Inc., Axios Mobile Assets Inc., Axios Mobile Assets, Inc., and Axios Mobile Assets Corp., ask the U.S. Bankruptcy Court for the District of Delaware to (i) authorize the private sale of the Debtors' rights, title, and interests in and to substantially all assets of the Debtors to Leonite Holdings, Inc. for CAD$450,000; and (ii) recognize, enforce, and give full force and effect to the Ancillary Administration Order. A hearing on the Motion is set for Aug. 31, 2017 at 10:00 a.m. The objection deadline is Aug, 24, 2017 at 4:00 p.m. The Receiver is the court-appointed receiver and duly authorized foreign representative for the Debtors in the Canadian insolvency proceedings in Toronto, Ontario, Canada. The Approval and Vesting Order and the Ancillary Administration Order drafts, which were served on interested parties on Aug. 11, 2017, will be filed with the Canadian Court on Aug. 14, 2017, and are set to be entered on Aug. 24, 2017. On Feb. 24, 2017, Export Development Canada ("EDC"), Axios Canada's senior secured lender, made an application under the Bankruptcy and Insolvency Act (Canada) and the Courts of Justice Act (Ontario) commencing the Canadian Proceeding on an expedited basis to stay third-party retail centers in the United States from disposing of the Debtors' pallets and appointing a receiver. The Canadian Court granted the Receiver Order. Prior to the appointment of the Receiver, the Debtors had been searching for financing and investment from the marketplace for approximately six months and had been in communication with numerous parties about investing in their business. Shortly after the Petition Date, the Receiver employed a solicitation process to identify potential purchasers for the Debtors' business. However, the Purchaser was the only party who agreed to pursue negotiation of a definitive agreement of purchase and sale. The Receiver, in consultation with EDC, reviewed the sales process that had been conducted thus far, including that which was conducted prior to the appointment of the Receiver by the Debtors. It was determined that that Receiver would continue negotiations with the Purchaser with the view of finalizing a final binding offer. On July 12, 2017, the Receiver entered into the Purchase Agreement with the Purchaser for the sale of the Purchased Assets free and clear of Interests. Accordingly, the Canadian Court is expected to authorize the consummation of the Purchase Agreement on Aug. 24, 2017, carried out by the Receiver, as the best option for maximizing the value of the Debtors' assets for the benefit of their creditors. Once entered, the Vesting Order authorizes the Receiver to take all actions or steps necessary to complete the transactions contemplated by the Purchase Agreement without further approval of the Canadian Court. Pursuant to the Purchase Agreement, the Purchaser will acquire substantially all of the assets of the Debtors for approximately $450,000 CAD, together with certain Transfer Tax liabilities, as set forth in the Purchase Agreement. On the date of the Purchase Agreement, the Purchaser provided the Receiver with a Deposit of CAD$90,000. The Purchased Assets include the following: (i) All accounts receivable, trade accounts, bank accounts, bank accounts, book debts, insurance claims, bills, credits, rebates, deposits, prepayments, holdbacks, funds, cash and cash equivalents, marketable securities, short-term investments; (ii) the Intellectual Property; (iii) the Books and Records, minute books and all other corporate records of the Axios Entities; and (iv) any and all vehicles, Pallets, Hardware, equipment, parts, inventory of spare parts, parts and supplies, furniture and any other tangible personal property in which Axios Entities have a beneficial right, title or interest ,in all cases, Related to the Business. Among other things, the Purchase Agreement is conditional on the issuance of the Vesting Order by the Canadian Court and recognition of the Vesting Order by the Court. The Sale has a Target Closing Date of the next Business Day after the entry of the U.S. Order and an outside Closing Date of Sept. 5, 2017, unless extended by the parties. The Administration Order ask to establish authority for the Receiver to wind-down these cases, as well as the cases in Canada, in the most orderly and cost-effective manner. Specifically, the Administration Order provides for distributions to EDC, among others, up to the full amount of EDC's indebtedness. However, the Receiver does not believe there will be funds available for the full payment of the EDC debt. As set forth, EDC holds a secured claim in the Debtors' assets in the approximate amount of CAD$5 million on which interest and costs continues to accrue. It holds a valid security interest in substantially all of the Debtors' assets securing these amounts owed. The only unencumbered assets of the Debtors that are being purchased by the Purchaser relate to certain equipment owned by Axios Logistics and Axios USA and are currently in the possession of various Possessory Claimants. The Purchaser and the Receiver are in the process of finalizing the Purchase Price Allocation Schedule to be appended to the Purchase Agreement. However, in the Receiver's view the majority of the value of the Purchase Price is attributable to the pallets owned by Axios Logistics and subject to EDC's security. Accordingly, the proceeds from the sale of the Unencumbered Assets will be distributed to EDC as well because after amounts secured by the Receiver's Charge and Receiver's Borrowings Charge are allocated on a pro rata basis among the Debtors, there are no remaining funds available for a distribution to unsecured creditors of Axios Logistics and Axios USA. Further, the Administration Order establishes guidelines for the following: (i) payment of professional fees for the Receiver and legal counsel; (ii) payment to Service Canada on account of the WEPP Amount; (iii) approval of subsequent legal fees for the Receiver and legal counsel to complete administration of the cases; (iv) disbursement of funds to EDC not to exceed the maximum amount of EDC's secured debt; and (vi) the termination, discharge, and release of the Receiver upon completion of the administration of the Canadian Proceedings and these Chapter 15 Cases. The Receiver believes that the Sale of the Purchased Assets in accordance with the terms and conditions of the Purchase Agreement, the Vesting Order, and the U.S. Order represents the best realization of value for the Debtors' creditors and other stakeholders under the circumstances. The Court's recognition and approval of the Vesting Order will permit the Receiver to sell the Purchased Assets without disruption and in a timely and efficient marmer. Accordingly, the Receiver asks the Court to approve the relief requested. Time is of the essence with respect to the U.S. Order. Accordingly, the Receiver asks that the Court waives the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Allinger_Properties_220_Order.pdf The Purchaser: LEONITE HOLDINGS, INC. c/o Leonite Capital, LLC 1 Hillcrest Center Drive, Suite 232 Spring Valley, NY 10977 Att: Avi Geller E-mail: avi@leonitecap.com The Purchaser is represented by: Sam Rappos, Esq. CHAITONS LLP 5000 Yonge Street, 10th Floor Toronto, ON M2N 7E9 E-mail: samr@chaitons.com About Axios Logistics Axios Logistics Solutions, Inc. is a supply chain logistics company that offers technologically advanced shipping pallets primarily to the perishable food industry. A. Farber & Partners Inc., the Court-appointed receiver and duly authorized foreign representative for Axios Logistics Solutions, Inc., Axios Mobile Assets, Inc., Axios Mobile Assets, Inc., and Axios Mobile Assets Corp. filed a petition under Chapter 15 of the Bankruptcy Code (Bankr. D. Dela. Case No. 17-10438, 17-10440, 17-10443, and 17-10444, respectively) on Feb. 28, 2017. Judge Brendan Linehan Shannon is assigned to their cases. The petitioner tapped Mark L. Desgrosseilliers, Esq., and Morgan L. Patterson, Esq., at Womble Carlyle Sanbridge & Rice, LLP as counsel. Axios Logistics estimated total assets at $5.57 million and total liabilities at $17.28 million as of Sept. 30, 2016. On March 28, 2017, the Court entered an order approving the Petition for Recognition on a final basis. The Receiver can be reached at: A. FARBER & PARTNERS, INC.. 150 York Street, Suite 1600 Toronto, ON M5H Attn: Hylton Levy, Peter Crawley E-mail: hlevy@farberfinancialcom pcrawley@farberfinancialcom B&T ENTERPRISES: Sept. 13 Plan Confirmation Hearing --------------------------------------------------- The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved B&T Enterprises Services, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, and objections to the Disclosure Statement on Sept. 13, 2017, at 9:30 a.m. Objections to the Disclosure Statement and plan confirmation must be filed not later than seven days prior to the date of the hearing on confirmation. Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to Section 330 of the U.S. Bankruptcy Code, must file motions or applications for the allowance of the claims with the Court no later than 15 days after the entry of the court order. About B&T Enterprise B&T Enterprise Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-02515) on March 28, 2017, listing under $1 million in both assets and liabilities. Suzy Tate, Esq., and Chris Broussard, Esq., at Suzy Tate, P.A., serve as the Debtor's bankruptcy counsel. BICOM NY: Sept. 18 Auction of All Assets Approved ------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorize bidding procedures proposed by BICOM NY, LLC, ISCOM NY, LLC, and Bay Ridge Automotive Co., LLC ("BRAC") in connection with the sale by auction of substantially all of their tangible and intangible assets in one or more lots. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 12, 2017 at 4:00 p.m. (ET) b. Dealership Agreement Deadline: Sept. 5, 2017 c. Deposit: 10% of the fixed cash consideration d. Auction: Sept. 18, 2017 at 9:00 a.m. (ET) at the offices of Debtors' counsel, Wilk Auslander LLP, 1515 Broadway, 43rd Floor, New York, New York e. 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. f. 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. g. 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. h. Free and Clear: Free and clear of any and all liens, claims, encumbrances and other interests i. Sale Hearing: Sept. 19, 2017 at 10:00 a.m. (ET) The DIP Lender, directly or through a designee, reserves the right to credit bid up to the full amount of the DIP Obligations in any Auction of its Collateral. The DIP Lender and the Prepetition Lender will each be deemed Qualified Bidders in the Auction. With respect to any Assumed Contracts, as that term is defined under the Form APA, the Debtors will satisfy the requirement of section 365. Notwithstanding any other provision of the Order or any provision of the Form APA, these terms and conditions will apply in the event a Successful Bidder or a Back-Up Bidder seeks to acquire one or more of the Debtors' automobile franchises with one or more Manufacturers: a. There will be no sale or assignment of any such automobile franchise by a Debtor to a Successful Bidder or a Back-Up Bidder unless the Debtor (i) assumes its Dealer Agreement with the applicable Manufacturer, and (ii) assigns such Dealer Agreement to the Successful Bidder or a Back-Up Bidder, in each case in accordance with and pursuant to section 365 of the Bankruptcy Code and the Sale Order. b. Each Debtor and each Manufacturer will retain all of their respective rights with respect to any proposed assumption by such Debtor of its Dealer Agreement with such Manufacturer. c. Each Debtor and each Manufacturer will retain all of their respective rights with respect to any proposed assignment by such Debtor of its Dealer Agreement with such Manufacturer. d. In the event a Sale is approved that contemplates an assumption and assignment of a Dealer Agreement: i. Each Manufacturer will have the right to review, or continue its review of, the Completed Application submitted by the Successful Bidder and the Back-Up Bidders (if any) in accordance with its review rights under its Dealer Agreement and applicable state law. ii. Upon the conclusion of its review of the Completed Application, the Manufacturer will advise the Debtor, the DIP Lender and the Creditors' Committee in writing whether the Manufacturer consents to the assumption of its Dealer Agreement by the applicable Debtor and whether the Manufacturer consents to the assignment of its Dealer Agreement to the Successful Bidder and/or Back-Up Bidder (if any). iii. In the event a Manufacturer consents to the assumption and assignment of its Dealer Agreement, the assumption of the Manufacturer's Dealer Agreement will be approved and the assignment of the Dealer Agreement to the Successful Bidder or Back-Up Bidder, as applicable, will be approved, in each case without any further action or notice of any kind. iv. In the event a Manufacturer does not consent to the assumption or assignment of its Dealer Agreement by the applicable Debtor, the Debtors will schedule a further hearing. v. There will be no assumption by any Debtor of its Dealer Agreement unless (A) the applicable Manufacturer consents to such assumption, or (B) the Court, following a Second Sale Hearing, enters an order approving the assumption of the Dealer Agreement. vi. There will be no assignment by any Debtor of its Dealer Agreement unless (A) the applicable Manufacturer consents to such assignment, or (B) the Court, following a Second Sale Hearing, enters an order approving the assignment of the Dealer Agreement. e. Jaguar Land Rover North America, LLC and Maserati North America, Inc. have agreed to that in the event that Ford Motor Com. does not agree prior to the Bid Date, then (i) this will not be applicable to or binding on BRAC in any manner to benefit or to be enforceable by Ford, and (ii) BRAC and Ford will each retain all rights with respect to the applicable Dealer Agreement and the contemplated sale of the franchise associated with such Dealer Agreement. Counsel for the Debtors will serve a copy of the Order and the Sale Procedures Notice no later than Aug. 10, 2017 upon all Notice Parties. A copy of the Bidding Procedures, the Notice and the Form APA attached to the Order is available for free at: http://bankrupt.com/misc/BICOM_NY_142_Order.pdf 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 Nos. 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. BING ENERGY: VPJP Opposes Approval of Plan Outline -------------------------------------------------- VPJP LLC asked the U.S. Bankruptcy Court for the Northern District of Florida to deny approval of the latest disclosure statement filed by Bing Energy International, Inc. and Bing Energy International, LLC. In its objection, the creditor argued the disclosure statement cannot be approved because the companies' latest Chapter 11 plan of reorganization is not feasible. "The original plan proposed to pay general unsecured creditors only 5% of their allowed claims, yet the amended plan proposes to pay general unsecured creditors 100% of their allowed claims, with little explanation as to the sudden ability to make such substantial additional distributions," VPJP said. VPJP also argued that the plan "has not been proposed in good faith." The creditor pointed out shareholders of the companies have received or are aware of offers to support reorganization that are more beneficial to creditors than those set forth in the proposed plan but they did not disclose those offers. "The shareholders' failure to disclose those other offers is self-interested and harmful to the debtors' creditors," VPJP said in the court filing. VPJP is represented by: Jacob A. Brown, Esq. Katherine C. Fackler, Esq. AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel: (904) 798-3700 Fax: (904) 798-3730 E-mail: jacob.brown@akerman.com katherine.fackler@akerman.com About Bing Energy International Bing Energy International, LLC and Bing Energy International, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Lead Case No. 16-40323) on July 7, 2016. The petition was signed by Dean R. Minardi, chief executive officer. At the time of the filing, Bing Energy International, LLC estimated its assets at $1 million to $10 million and debts at $500,000 to $1 million. Bing Energy International, Inc. estimated its assets at $1 million to $10 million and debts at $100,000 to $500,000. The case is assigned to Judge Karen K. Specie. The Debtors are represented by Berger Singerman LLP. Counsel to BEI-DIP, LLC, the DIP lender, is Osborn Group LLC. On August 10, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by Stichter Riedel Blain & Postler, P.A. On June 7, 2017, the Debtors filed a Chapter 11 plan and disclosure statement. The Disclosure statement provides that DIP lender BEI-DIP, LLC, has obtained an exit financing facility of approximately $175,000 from Prime Meridian Bank. All or some of the members of the DIP Lender have guaranteed the exit facility. The DIP Lender will exercise its option to convert the debt it is owed by the Debtors into equity in the Reorganized Debtor and inject cash into the Debtor's estates in an amount sufficient to satisfy all allowed administrative expense claims in full, at confirmation, and make a 1% distribution to holders of General Unsecured Claims as of the Effective Date or as soon thereafter as practicable and a payment of 4% payable over three years. To the extent the Reorganized Debtors operate post-confirmation, the DIP Lender may provide 100% of the funding that is or may be necessary to support the operations. All interests in the Debtors will be cancelled, and the DIP Lender will be the sole holder of interests in the Reorganized Debtor, as of the Effective Date. As of the Effective Date, the Reorganized Debtor will own all of the Debtors' assets, including Bing Inc.'s 100% ownership interest in Bing LLC, and all of Bing LLC's assets, including its ownership interests in Nantong Bing Energy Co., Ltd., and EnerFuel2, LLC, and NOLs for 2009 to 2014. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flnb16-40322-122.pdf BP ORTHOLITE: S&P Lowers Then Withdraws 'B' CCR on Trilantic Deal ----------------------------------------------------------------- Private equity sponsor Trilantic North America has acquired a majority stake in U.S.-based insole manufacturer O2 Partners LLC, wholly owned by BP Ortholite LLC (also known as Ortholite), from Blue Point Capital Partners for an undisclosed amount. Financial terms and the capital structure of the deal were not disclosed. As a result, S&P Global Ratings lowered its corporate credit rating on Amherst, Mass.-based BP Ortholite LLC (Ortholite) to 'B' from 'B+'. The outlook is stable. S&P said, "Subsequently, we withdrew all of the ratings on the company." S&P said, "The one-notch downgrade reflects our assumption that following the company's sale to its new private equity owners debt leverage will likely increase to near or above 5x. For the 12 months ended March 31, 2017, we estimate the company's debt leverage was 3.7x. Previously, we expected the company to maintain debt leverage below 5x to maintain the 'B+' rating. In the intermediate term, we believe that new owner Trilantic will likely seek additional acquisitions to grow the company or fund a dividend, and thus likely maintain higher debt levels. "The stable outlook reflects our view that the company was capitalized with adequate liquidity such that it should meet its debt obligations and fund business operations. We will no longer maintain surveillance on the company following this review." BREITBURN ENERGY: Has Nod to Enter Into Swap Pacts With DIP Lenders ------------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that U.S. Bankruptcy Judge Stuart M. Bernstein has authorized Breitburn Energy Partners LP to enter into swap agreements with its debtor-in-possession lenders and related entities to hedge potential losses from fluctuations in oil and gas prices. As reported by the Troubled Company Reporter on July 20, 2017, BankruptcyData.com reported that the Debtor sought court permission to enter into swap agreements, pledge collateral, grant DIP super-priority claims and honor obligations thereunder and enter into a fourth amendment to its post-petition senior secured super-priority financing agreement. About Breitburn Energy Breitburn Energy is engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. Operations are conducted through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors are represented by Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. The U.S. trustee for Region 2 appointed three creditors of Breitburn Energy Partners LP and its affiliates to serve on the official committee of unsecured creditors, and on Nov. 15, 2016, the U.S. Trustee appointed seven creditors of Breitburn Energy Partners LP and its affiliated debtors to serve on the official committee of unsecured creditors. BRISTLECONE INC: $200K Sale of Assets to Gas Hole Approved ---------------------------------------------------------- Judge Bruce T. Beesley ask the U.S. Bankruptcy Court for the District of Nevada authorized Bristlecone, Inc., doing business as Bristlecone Holdings, and its debtor-affiliates to sell their Group #3 and #4(b) assets to Gas Hole, LLC or nominee for $200,000. A hearing on the Motion was held on July 28, 2017 at 10:00 a.m. The sale is free and clear of all liens, claims and encumbrances. The Group #3 Assets to be sold to the Buyer are more specifically described as follows: Certain office equipment; Intangibles and intellectual property consisting of origination/pricing logic and algorithms for approval and pricing and customized applications and lease agreements for all eight Debtor Entities; trademarks for Bristlecone, SPV, BoonFi, Medly, Barkify, and I Do; for Bristlecone, SPV, BoonFi, Medly, Barkify, and I Do, the Internet domain; for all eight Debtor Entities, the Google accounts, websites; and all the Confidentiality, Invention Assignment, Non-Solicitation, and Non-Competition Agreements for all existing and former Bristlecone employees and independent contractors. The Group #4(b) Assets to be sold to the Buyer are more specifically described as follows: All customer personally identifiable information and historical data. Notwithstanding the foregoing, unless anonymized prior to transfer to the Buyer, the Group 4 Assets to be sold and transferred to the Buyer do not include files and records for consumers where the closed-end consumer lease between the relevant Debtor and the consumer was completed more than two years prior to April 18, 2017 ("Non-Transferable Consumer Files"). The Debtors will file a certification with the Bankruptcy Court within 10 business days of the closing of the sale representing that the Non-Transferable Consumer Files were anonymized or deleted and that the Non-Transferable Consumer Files were not transferred to the Buyer. The $200,000 purchase price for the Debtors' Assets will be deposited by the Debtors in a new, segregated DIP bank account, with no distributions to be made therefrom by the Debtors, and all sale proceeds will be tamed over to any subsequently appointed Chapter 7 Trustee. The Debtors and the Buyer will follow the recommendations set forth in the Report of the Consumer Privacy Ombudsman. The Buyer will become the successor-in-interest to the Debtors' privacy policies that were in effect on the Petition Date. The 14-day stay provisions of FRBP 6004(h) are waived so that closing of the sale may occur as set forth in the Motion or as mutually agreed upon by the Debtors and the Buyer. About Bristlecone, Inc. Bristlecone, Inc. -- http://bristleconeholdings.com/-- develops financial technologies to help businesses evaluate consumer creditworthiness. The Debtor uses the software to look at leading indicators, like bank accounts, social data, and public records to develop algorithms to make decisions before lending money. It develops software to lend directly to consumers and small businesses. The Debtor was founded in 2013 and is headquartered in Reno, Nevada. Bristlecone, Inc., and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 17-50472 to 17-50476 and 17-50478 to 17-50480) on April 18, 2017. The petitions were signed by Brandon Kyle Ferguson, president and CEO. The seven debtor-affiliates are Boonfi LLC, Bristlecone Lending LLC, Bristolecone SPV I LLC, I Do Lending LLC, Medly LLC, One Road Lending LLC and Wags Lending LLC. At the time of the filing, Bristlecone, Inc., estimated its assets and liabilities at $10 million to $50 million. The Debtors' cases are assigned to Judge Bruce T. Beesley. Stephen R. Harris, Esq., at Harris Law Practice LLC, is the Debtors' counsel. CITY WIDE INVESTMENTS: Hires Commercial Property as Appraiser ------------------------------------------------------------- City Wide Investments, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Commercial Property Consultants, Inc., as appraiser. The Debtor requires Commercial Property Consultants, Inc. ("CPC") to perform a retrospective appraisal of an eight-family apartment building located at 8940 North Michele Street, Milwaukee, Wisconsin, formerly owned by the Debtor, on the terms set forth in the parties' engagement letter, and to testify at an upcoming trial in Adversary Case No. 17-02115-svk, City Wide Investments, LLC v. City of Milwaukee. CPC will perform its appraisal for a $3,500 flat fee, payable in advance, plus $250 per hour for expert witness time. Steve Stiloski, president at Commercial Property Consultants, 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. CPC may be reached at: Steve Stiloski Commercial Property Consultants, Inc. P.O. Box 529 Jackson, WI 53037 Phone: 262.677.9092 Fax: 262.677.9093 About City Wide Investments, LLC City Wide Investments, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.Wis. Case No. 17-22900) on April 3, 2017. Leonard G. Leverson, Esq., at Leverson Lucey & Metz SC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. CLINE GRAIN: Proposes Nov. 15 Auction of 172 Acres of Farm Land --------------------------------------------------------------- Allen L. Cline and Teresa A. Cline and Michael B. Cline and Kimberly A. Cline file a notice with the U.S. Bankruptcy Court for the Southern District of Indiana of their sale of approximately 172 acres of farm land at auction. A hearing on the Motion is scheduled for Sept. 13, 2017, at 10:00 a.m. Objections, if any, must be filed no later than Sept. 1, 2017. The public auction will be held on Nov. 15, 2017 and will be conducted by Halderman Real Estate Services, Inc. A copy of the list of parcels of the farm land to sold attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_396_Sales.pdf About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court ordered the joint administration of all the Debtors' cases under Case No. 17-80004. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. At the time of the filing, the Debtors reported these assets and liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Cline Grain, Inc. $0-$50K $1M-$10M Cline Transport, Inc. $500K-$1M $1M-$10M New Winchester Properties $10M-$50M $1M-$10M No official committee of unsecured creditors has been appointed in the Chapter 11 cases. COLUMBIA HOUSE: Liquidating Trustee Tries to Claw Back Millions --------------------------------------------------------------- Cara Salvatore, writing for Bankruptcy Law360, reports that Edward Bond -- liquidating trustee of the FEI Creditors' Liquidation Trust for the parent of onetime music mega-distributor Columbia House -- filed legal actions seeking to claw back $19 million. According to Law360, Mr. Bond filed two fraudulent-transfer lawsuits and also filed a breach-of-fiduciary-duty lawsuit against former executives -- CEO Deborah Fine, CFO Mark Bonney, VP for Legal Clifton Knight, and Controller William Jackson -- over a $14.6 million loan from FE. CONCORDIA INTERNATIONAL: Incurs US$1.01B Net Loss in 2nd Quarter ---------------------------------------------------------------- Concordia International Corp. reported a net loss of US$1.01 billion on US$160.78 million of revenue for the three months ended June 30, 2017, compared to a net loss of US$570.45 million on US$231.71 million of revenue for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of US$1.08 billion on US$321.34 million of revenue compared to a net loss of US$575.61 million on US$460.24 million of revenue for the same period during the prior year. As of June 30, 2017, Concordia had US$2.61 billion in total assets, US$4.02 billion in total liabilities and a total shareholders' deficit of US$1.41 billion. As of June 30, 2017, the Company had cash of US$301.8 million. The Company's credit agreement dated Oct. 21, 2015, also provides for a revolving credit facility, which is undrawn. The Company is currently not subject to financial maintenance covenants under its credit agreement. These financial maintenance covenants are applicable only in the event that the aggregate principal amount of outstanding revolving loans under the Company's credit agreement is greater than 30% of the aggregate amount, or $60 million of the revolving facility. As at June 30, 2017, and Aug. 10, 2017, the Company had 51,112,180 and 51,143,978 common shares issued and outstanding. "Our second quarter results were in line with our expectations, which can be attributed to our business stabilization initiatives taken to date," said Allan Oberman, chief executive officer of Concordia. "During the quarter, we also finalized our long-term growth strategy, with the full support of our Board of Directors. Our new long-term growth strategy, known going forward as the DELIVER strategy, seeks to accelerate growth by maximizing our existing assets and future market opportunities, expanding our product portfolio, optimizing our operating platform and strengthening our financial foundation. We look forward to sharing the detailed initiatives that comprise the DELIVER strategy by mid September." Based on current market conditions, the Company continues to believe it has sufficient liquidity over at least the next 12 months to operate its business and meet its debt obligations in the ordinary course. As originally announced on June 21, 2017, the Company is continuing to work with Perella Weinberg Partners LP as its lead adviser with respect to the development of a plan and execution for an optimal capital structure. Announced the appointment of David Price as CFO and the appointments of Itzhak Krinsky and Francis (Frank) Perier, Jr. to the Company's Board of Directors. Second Quarter 2017 Segmental Results North America segment revenue of US$45.5 million for three months ended June 30, 2017, decreased by US$34.8 million or 43%, compared to the corresponding period in 2016. The decrease was primarily due to a US$15.0 million decrease from Plaquenil authorized generic, a US$4.7 million decrease from Nilandron, and a US$6.3 million decrease from Donnatal as a result of additional competitive pressures that resulted in losses of market share. Donnatal has continued to face pressure from a non-FDA approved product being distributed by a competitor, and during the second quarter of 2017, the Company became aware of the launch of an additional competitive product to Donnatal. Second quarter 2017 revenue for the North America segment increased by approximately 9% compared to first quarter 2017 revenue of US$41.8 million, primarily due to higher volumes from Plaquenil and Lanoxin authorized generic. International segment revenue of US$115.3 million for the three months ended June 30, 2017, decreased by US$36.1 million or 24%, compared to the corresponding period in 2016. The decrease was partially attributable to a US$17.1 million decrease in revenue as a result of the foreign currency impact of the Great British Pound (GBP) weakening against the USD. Additionally, there was a US$4.3 million decrease from Prednisolone; a $3.1 million decrease from Nefopam; a US$2.9 million decrease from Liothyronine Sodium; a US$1.5 million decrease from Hydrocortisone; a US$2.9 million decrease from Trazadone; and a $1.1 million decrease from Levothyroxine Sodium. These lower product volumes and revenues are primarily due to competitive market pressures. Second quarter 2017 revenue for the Concordia International segment decreased by US$3.4 million compared to the first quarter of 2017. The sequential decline was primarily due to additional competitive pressures on the segment's product portfolio. During the second quarter of 2017, the Company also became aware of a marketing authorization granted by the Medicines & Healthcare products Regulatory Agency in the United Kingdom for a competitive product to Liothyronine Sodium. Pipeline Update During the second quarter of 2017, the Company launched three new products into markets that have a current IMS-estimated value of US$3 million. Concordia also has 14 products that have already been approved or are awaiting approval. These products, if launched, are expected to compete in markets that have a current IMS-estimated value in excess of US$100 million. In addition, the Company currently has 26 products (compared to 8 products in the first quarter of 20l7) under development that are anticipated to launch in the next three to five years. The Company believes that these products, if launched, will compete in markets that have a current IMS-estimated value in excess of US$1.5 billion. Concordia believes that these products include several first-to-market or early-to-market opportunities for difficult-to-make products. In addition, the Company has 16 products identified for potential development that, if launched, are expected to compete in markets that have a current IMS-estimated value in excess of US$500 million. In total, Concordia's pipeline is comprised of more than 50 products that could compete in markets that have a current IMS-estimated value in excess of US$2 billion. Executive Leadership Changes Concordia announced that in support of the DELIVER strategy, Sanjeeth Pai joined the Company, on Aug. 14, 2017, as president of Concordia's North America segment, and Sarwar Islam will become Concordia's chief corporate development officer, on Sept. 1, 2017. For the past 10 years, Sanjeeth Pai has worked for Cardinal Health where he held a number of senior roles, the most recent being vice-president, strategy, specialty solutions division. Mr. Pai has also been vice president and general manager for Cardinal's VitalSource Business, and Cardinal's Third Party Logistics Business. Earlier in his career, Mr. Pai worked at Abbott Laboratories, Wyeth Pharmaceuticals, and Baxter Healthcare, as well as Alpharma, now a division of the Actavis Group. In addition, Sarwar Islam will join the Company as a full-time employee becoming Concordia's chief corporate development officer effective Sept. 1, 2017. Mr. Islam joined Concordia in January 2017 as a strategic advisor; his primary responsibility since then has been to assist Concordia through the development of the DELIVER strategy. Going forward, Mr. Islam will focus on the execution of some of the components of the DELIVER strategy, as well as leading Concordia's corporate development initiatives. Mr. Islam spent the past 15 years with The Boston Consulting Group, most recently as Partner and Managing Director, and as the Global Head, Pharmaceutical Generics & Biosimilars practice. During this period, Mr. Islam worked extensively across Europe, including the UK, Germany, France, Sweden, and the U.S. Finally, Wayne Kreppner, Concordia's president and chief operating officer, will be leaving Concordia effective Aug. 31, 2017. The Company will not be looking to fill this position after Mr. Kreppner's departure. "On behalf of our Board of Directors, I'd like to thank Wayne for his leadership, dedication, and stewardship," continued Allan Oberman. "Wayne has been part of Concordia since shortly after its inception, and he has since played an integral role in many of the Company's major initiatives. I am also looking forward to working closely with Sarwar and Sanjeeth, who both bring a strong skill set and deep industry experience to their new roles. I believe these two individuals will make significant contributions as we now look to execute upon the DELIVER strategy." A full-text copy of the Form 10-Q is available for free at: https://is.gd/h0NiyV About Concordia Based in Canada, Concordia International Corp (NASDAQ:CXRX, TSX:CXR) -- http://www.concordiarx.com/-- is a diverse, international specialty pharmaceutical company focused on generic and legacy pharmaceutical products. Concordia has an international footprint with sales in more than 90 countries, and has a diversified portfolio of more than 200 established, off-patent products. Concordia also markets Photofrin for the treatment of certain rare forms of cancer. The Company operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.31 billion for the year ended Dec. 31, 2016, compared to a net loss of US$31.56 million for the year ended Dec. 31, 2015. * * * In July 2017, Moody's Investors Service downgraded the ratings of Concordia International Corp. including the Corporate Family Rating to 'Caa3' from 'Caa1'. The downgrade reflects ongoing operating headwinds in Concordia's core businesses, combined with very high financial leverage. Moody's believes there is elevated risk of a debt restructuring or a distressed exchange. Concordia's debt/EBITDA will exceed 9.0x, limiting the flexibility to pursue growth initiatives needed to reverse operating declines. As reported by the TCR on May 26, 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'CCC+' from 'B-'. "The downgrade reflects the continued deterioration in Concordia's operating results, and increased regulatory risk, which leads us to see heightened risk for a potential distressed exchange or debt restructuring," said S&P Global Ratings credit analyst Kim Logan. CONDO 64: Hires Francis J April CPA as Accountant ------------------------------------------------- Condo 64 LLC seeks authority from the U.S. Bankruptcy Court for the District Connecticut, Hartford Division, to employ Francis J April, CPA, LLC as its accountant. The Accountant's responsibilities are: a. prepare financial statements in accordance with accounting principles generally accepted in the United States; and b. obtain limited assurance as a basis for reporting. Francis J April, CPA attests that he and his firm are "disinterested persons" as that term is defined in Bankruptcy Code section 101(14). FJA's standard hourly rates for partners and managing directors is $250.00 The Firm can be reached through: Francis J April, CPA Francis J April, CPA, LLC 801 Route 73 North, Suite H Marlton, NJ 08053 Phone: 856-797-0088 Fax: 856-707-0090 Email: frank@frankaprilcpa.com 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. No trustee, examiner or creditors' committee has been appointed in the case. CONNEAUT LAKE VOLUNTEER: Wants Authority to Use Cash Collateral --------------------------------------------------------------- Conneaut Lake Volunteer Fire Department seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to use cash collateral in order to continue to operate its business and successfully reorganize and pay its employees. The Debtor believes that if it is allowed to use its cash receipts, inventory, equipment, and other collateral, the Debtor can operate at a profit and pay administrative expenses as they become due. The continuation of the Debtor's business will prevent the diminution in the value of its assets and will allow the Debtor an opportunity to effectively reorganize and maximize the value of its assets for the benefit of all creditors and the Chapter 11 estate. The United States of America, Department of the Treasury, Internal Revenue Service has filed Notices of Federal Tax Lien in the aggregate sum of $260,000. The IRS asserts a lien on all assets of the Debtor. The Debtor and the IRS have reached a tentative agreement for the Debtor to repay the IRS over a period of 8 years at the rate of interest in effect at the time of confirmation which will require a monthly payment of $3,166. Accordingly, the Debtor proposes to commence making the monthly payment in the amount of $3,166 to the IRS on Sept. 15, 2017. Pursuant to a Notice of Unemployment Tax Lien, the Commonwealth of Pennsylvania, Department of Labor & Industry is owed approximately $31,222 and has a lien on substantially all assets of the Debtor. The Debtor and the Department of Labor & Industry have reached a tentative agreement for the Debtor to repay the amount owed over a period of 5 years with interest which will require a monthly payment of $648. Accordingly, the Debtor proposes to commence making the monthly payment in the amount of $648 to the Department of Labor & Industry on September 15, 2017. Pursuant to the Stipulation filed and approved by Court Order in the Prior Case, Mercer County State Bank have a first mortgage on the Debtor's real estate and a lien on substantially all assets of the Debtor. The Stipulation requires adequate protection payments in the amount of $5,750 per month pending confirmation of the Debtor's Plan of Reorganization. As such, the Debtor proposes to continue to make adequate protection payments of $5,750 monthly to Mercer County State Bank pending confirmation of the Plan. PNC Bank, N.A., holds a first mortgage lien on Debtor's property located at 10877 State Highway 18, Conneaut Lake, PA 16316. The Debtor and PNC Bank, N.A., have reached a tentative agreement whereby PNC Bank, N.A., will accept the amount of $25,000 payable over 10 years at 5% interest with monthly payments of $265 in satisfaction of its claim. The Debtor proposes to commence making the monthly payment in the amount of $265 to PNC Bank on September 15, 2017. Michael and Amy Gregg hold a lien on the Debtor's 1998 Pierce Fire Truck and are owed a balance of approximately $120,000. The Debtor has obtained an appraisal of the Fire Truck from Glick Fire Equipment which opines that the value of the fire truck is between $55,000 and $75,000. The Debtor intends to propose in its Plan of Reorganization to satisfy the claim of the Greggs by paying the amount of $75,000 over 10 years at 5% interest which will result in a monthly payment of $795. The Debtor proposes to commence payment of the secured claim of the Greggs upon confirmation of its Plan, and will treat the remainder of the Gregg's claim as a general unsecured claim in its Plan of Reorganization. First National Bank of Pennsylvania has a lien on the Debtor's 1990 Pierce Rescue Truck and is owed approximately $22,500. First National Bank and the Debtor have reached an agreement to amortize the balance over a period of 4 years at 5% interest which will require a payment of $489 per month. The Debtor proposes to commence making the monthly payment of $489 to First National Bank on September 15, 2017. Pennsylvania Emergency Management Agency ("PEMA") asserts a secured claim against the Debtor in the approximate amount of $82,000, and holds a subordinated mortgage on the Debtor's real property located at 11877 Conneaut Lake Road, Conneaut Lake, PA. The Debtor submits that there is no value in the property to support PEMA's mortgage and that the mortgage is totally "under water." Accordingly, the Debtor proposes to treat the PEMA claim as a general unsecured claim in its Plan of Reorganization and proposes no monthly payment to PEMA. A full-text copy of the Debtor's Motion, dated Aug. 8, 2017, is available at https://is.gd/Zl8UYK About Conneaut Lake Volunteer Fire Department The Conneaut Lake Volunteer Fire Department of Conneaut Lake Borough and Sadsbury Township provides fire protection services in the borough of Conneaut Lake and the southern and eastern portions of neighboring Sadsbury Township. It previously sought bankruptcy protection (Bankr. W.D. Pa. Case No. 16-10019) on Jan. 12, 2016. The Conneaut Lake Volunteer Fire Department filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-10818) on Aug. 8, 2017. The petition was signed by Timothy Latta, president. The Debtor estimated assets and liabilities to be between $1 million and $10 million. The case is assigned to Judge Thomas P. Agresti. The Debtor is represented by Daniel P. Foster, Esq., at Foster Law Offices, LLC. CORPORATE RESOURCE: Court Closes Noors' Appeals Case ---------------------------------------------------- Judge J. Paul Oetken of the U.S. District Court for the Southern District of New York issued an order directing the Clerk of Court to close the appeals case captioned NOOR STAFFING GROUP, LLC and NOOR ASSOCIATES, INC., Appellants, v. JAMES S. FELTMAN, Not Individually But Solely in His Capacity as Chapter 11 Trustee of the Estate of Corporate Resource Services, Inc., et al., Appellee, No. 17-CV-2017 (JPO) (S.D.N.Y.) in light of the Notice of Approval Order filed on July 19, 2017. A copy of Judge Oetken's Order dated August 8, 2017, is available at https://is.gd/Rqf2sM from Leagle.com Noor Staffing Group, LLC, Appellant, represented by David Michael Smith, Griffin Hamersky LLP. Noor Staffing Group, LLC, Appellant, represented by Scott Anthony Griffin -- sgriffin@griffinlegal.com -- Griffin Hamersky LLP. Noor Associates, Inc., Appellant, represented by David Michael Smith, Griffin Hamersky LLP & Scott Anthony Griffin, Griffin Hamersky LLP. James S. Feltman, Appellee, represented by Steven Salvador Flores -- sflores@teamtogut.com -- Togut, Segal & Segal LLP. About Corporate Resource Services Corporate Resource Services, Inc., is a provider of corporate employment and human resource solutions, headquartered in New York. CRS leases its headquarters and does not own any real property. About 90% of CRS shares are owned by Robert Cassera and the balance are traded OTC. As of Dec. 31, 2014, CRS was one of the largest employment staffing companies in the U.S., providing employment and human resources solutions for corporations with annual sales of about one billion dollars. In February 2015, CRS began an orderly wind down of operations after discovering that TS Employment, Inc., a privately held company owned by Mr. Cassera, failed to remit tens of millions of dollars of the Debtors' withholding taxes to taxing authorities. TS Employment Inc., a professional employer organization that provided payroll-related services for CRS, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. The case is before Judge Martin Glenn. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. CRS and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11546) on July 23, 2015, to complete their orderly wind down of operations. The CRS Debtors' cases were transferred to New York (Bankr. S.D.N.Y. Lead Case No. 15-12329), on August 18, 2015, and assigned to Judge Glenn. CRS estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The CRS Debtors tapped Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel; Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; Carter Ledyard & Milburn LLP, as special SEC counsel; SSG Capital Advisors as financial advisors and investment bankers; and Rust Omni LLC as claims agent. James S. Feltman has been appointed as Chapter 11 trustee for the CRS Debtors and for TS Employment. He has tapped Togut, Segal & Segal LLP as counsel; and Jenner & Block LLP and Greenberg Traurig, P.A., as special counsel. CROSSROADS SYSTEMS: Files for Chapter 11 With Prepack Plan ---------------------------------------------------------- Crossroads Systems, Inc., on Aug. 14, 2017, disclosed that it has filed a case under Chapter 11 of the Bankruptcy Code and a prepackaged Chapter 11 plan of reorganization ("Plan") that has been accepted by the holders of more than 2/3 of the Preferred Shares of CRDS. In connection with the filing, the company entered into restructuring support agreements with 210/CRDS Investment LLC ("210") and with certain holders of the Company's Series F Preferred Stock. Subject to the terms and conditions of the Plan and the restructuring support agreement with 210 ("210 RSA"), Dallas-based 210 will invest $4 million cash in Crossroads Systems in exchange for shares of the reorganized company's common stock representing approximately 49.49% of the common stock of the reorganized company. In addition, 210 will provide up to $10 million of financing for the company to use (subject to the terms and conditions of the Plan and the 210 RSA) to implement its strategy of monetizing its intellectual property assets and pursuing investments in companies that generate profit and positive cash flows, thus creating long-term shareholder value. The Plan provides for the payment of all creditor claims in full, for holders of Preferred Shares to receive their pro rata share of $2,672,233.78 in cash plus 8% of the common stock of the reorganized company, and for holders of common stock to exchange their existing shares of common stock for an equivalent number of new shares of the common stock of the reorganized company, which shares would constitute approximately 42.51% of the outstanding share of the common stock of the reorganized company. Richard K. Coleman, Jr., Executive Director at Crossroads Systems said, "We are pleased 210/Crossroads Investment LLC has chosen to make an investment in Crossroads Systems, Inc. The investment capital will allow Crossroads to continue to monetize its patent portfolio while pursuing potential acquisitions that can create value for investors." Robert Alpert, a management representative of 210, commented: "We are excited about the opportunity to invest in Crossroads Systems, Inc. and look forward to working with management to implement the company's business strategy and create long-term shareholder value." The consummation of the Plan will be subject to customary conditions and other requirements. The 210 RSA also provides for termination by each party, or by any party, upon the occurrence of certain specified events. The foregoing descriptions of the 210 RSA and the Plan are qualified by reference to the full text of such documents, copies of which are available on the company's Web site http://www.crossroads.com/ The company filed its voluntary Chapter 11 petition and the Plan in the U.S. Bankruptcy Court for the Western District of Texas in San Antonio. Crossroads Systems, Inc., is an intellectual property licensing company. The Company's intellectual property assets are identified in two distinct categories: the first category is known as the 972 patent family and the second category is known as the non-972 patents. DEARBORN VILLAGE: Wilson Rental Buying Helena Property for $600K ---------------------------------------------------------------- Dearborn Village, LLC, asks the U.S. Bankruptcy Court for the District of Montana to authorize the sale of real property located at 410-418.5 Dearborn Avenue, Helena, Lewis and Clark County, Montana, to Wilson Rental Properties, LLC, for $600,000. The parties entered into Buy-Sell Agreement (Residential) for the sale and purchase of the Property. The Debtor proposes to sell the Property to the Buyer free and clear of liens. Pursuant to the Agreement, the closing will be on Aug. 25, 2017. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/DEARBORN_VILLAGE_18_Sales.pdf After costs of sale, the net sale proceeds due to the Debtor will be held in escrow at First Montana Land Title Co. pending an agreement with First Community Bank and the Court's Order on distribution. The secured creditors will retain their priority liens on the sale proceeds and the proceeds will be distributed by further Order of the Court. If the sale is not timely approved, the DIP's estate may suffer irreparable harm. If the sale is approved, the existing secured creditors will not be harmed and it will put them in a better debt/asset ratio. All other creditors will benefit as well. In the event objections are filed as to distribution, the Debtor asks the Court to approve the sale and set a hearing to determine distribution. In that event, it asks that the Court schedules a hearing on shortened notice on Sept. 5, 2017, at 9:00 a.m. in Butte, Montana, relative to the Motion. The Purchaser: WILSON RENTAL PROPERTIES, LLC 675 Corral Road Helena, MT 59602 About Dearborn Village Dearborn Village, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mont. Case No. 17-60707) on July 18, 2017, estimating under $1 million in both assets and liabilities. The Debtor is represented by Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices. DELL INC: Moody's Affirms Ba1 Corp. Family Rating, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Dell Inc.'s corporate family and probability of default ratings ("CFR" and "PDR", respectively) at Ba1 and Ba1-PD, respectively, following VMware, Inc.'s proposed notes issuance. Moody's also affirmed all of the debt ratings at Dell, Dell International LLC, and EMC Corporation. The rating outlook is stable. RATINGS RATIONALE The Ba1 CFR reflects Moody's view that despite the underperformance of the Dell business compared to original expectations at the closing of the merger in September 2016, Dell remains committed to repaying a significant amount of debt through the end of fiscal year 2019, at which time gross leverage will decrease to about 4x (including 82% of VMware EBITDA and debt). Moody's had originally expected adjusted debt to EBITDA to decrease to 4x by the end of fiscal year 2018, so Moody's anticipates that the de-leveraging timetable has essentially been delayed by one year. While debt reduction has remained largely on track to date (adjusted for the possibility of additional asset sales and higher than expected cash balances, set aside to repay maturing debt in fiscal year 2019), profitability has been hampered by 1) higher component costs (especially DRAM and SSD pricing), 2) relatively weak performance of the EMC storage business, which is down about mid-single digits on a year over year basis since the merger, 3) slower than expected realization of cost synergies given re-investments (e.g., global sales channel expansion and R&D investments in emerging products) into the business to support revenue growth and share gains in the PC and server markets. Moody's expects operating performance to stabilize as Dell adjusts pricing to partially mitigate higher component costs, further integrates its combined Dell EMC sales force, introduces new product lines, and achieves net cost synergies of at least $2 billion (original target at the time of the merger) by the end of fiscal year 2019. A key underpinning for the Ba1 rating remains Michael Dell's commitment to repay debt. Moody's expects that Dell will pay down total debt of $10 billion in fiscal years 2018 and 2019 through a combination of cash flow generation and the use of cash on its balance sheet. So long as the commitment and ability to repay debt remains intact, this will afford Dell some time to restore profit growth in a challenging hardware environment amidst a sizable integration effort. Even assuming only a modest rebound in operating performance, Moody's expects Dell to generate substantial operating cash flow (excluding VMware) in the next fiscal year (of more than $5.5 billion), supported by flat to low single digit revenue growth. Dell's overall credit profile is supported by significant size and scale as the largest privately-controlled technology company in the world with projected annual revenues of more than $75 billion. While the personal computer (PC) industry will likely continue to see declining shipment volumes over the next several quarters, Moody's expects Dell to continue to gain market share as one of the 3 leading PC makers. Moody's anticipates modest server growth with stabilization of EMC's storage businesses as enterprises continue to build private cloud capacity in the data center. There is also significant key man risk associated with Michael Dell's majority stake, the possibility of increasing ownership in VMware, elevated share buybacks of the tracking stock, and the long term potential exit of Silver Lake, which may lead to another levering event. Potential event risk could also arise if Dell is unable to achieve sustained revenue growth in light of the challenged PC and storage industry and rapidly evolving technology landscape. Uncertainty over whether the strategic shift to higher margin enterprise solutions can be achieved organically will remain a rating constraint. The stable outlook is based on Moody's expectation that Dell will preserve its solid liquidity profile while generating flat to low single digit revenue growth while improving profit margins through pricing adjustments, stabilization of the enterprise storage business, and cost savings. Moody's expects that most of the targeted cost synergies of $2 billion will be achieved over the next 12 to 18 months with free cash flow to be used primarily for debt repayment. Moody's could upgrade Dell's ratings if the company were to show sustained annual revenue growth of at least mid-single digits, high single digit adjusted operating margins, and gross debt to EBITDA in the mid 2 times range. In addition, financial policies will need to be very conservative with the risk of a significant levering event considered remote. The rating could be lowered with sustained erosion of market share, reported adjusted operating profit margins lower than 3%, or revenue declines from a contraction of the PC, server, and storage markets. Also, any indications of a change in Dell's financial policies, such that gross debt to EBITDA remains above 4.5 times by the end of fiscal year 2019 could also pressure the rating down. Affirmations: Issuer: Dell Inc. -- Probability of Default Rating, Affirmed Ba1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating, Affirmed Ba1 -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba2 (LGD6) Issuer: Dell International LLC -- Senior Secured Bank Credit Facilities, Affirmed Baa3 (LGD3) Issuer: Diamond 1 Finance Corporation (debts assumed by: Dell International LLC & EMC Corporation as Co-issuers) -- Senior Secured Regular Bond/Debentures, Affirmed Baa3 (LGD3) -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba2 (LGD5) Issuer: EMC Corporation -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba2 (LGD6) Outlook Actions: Issuer: Dell Inc. -- Outlook, Remains Stable Issuer: Dell International LLC -- Outlook, Remains Stable The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. Dell Inc. is one of the world's leading providers of personal computers, servers, enterprise storage, and related devices. DUNDEE ENERGY: Files Notice of Intention to Make BIA Proposal ------------------------------------------------------------- Dundee Energy Limited (DEN) on Aug. 15, 2017, disclosed that Dundee Oil and Gas Limited ("DOGL") and Dundee Energy Limited Partnership ("DELP") (each a wholly owned entity of the Corporation) have commenced reorganization proceedings by filing a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (the "BIA"). The reorganization proceedings have been commenced in response to the notice received on July 21, 2017 from the lenders under the amended and restated credit agreement dated July 31, 2012, as amended (the "Credit Agreement"), demanding repayment in full of the outstanding principal amount under the Credit Agreement (including all accrued and unpaid interest and expenses payable under the Credit Agreement). The lenders under the Credit Agreement have entered into a forbearance agreement and are supporting DOGL and DELP in the reorganization proceedings. DOGL and DELP are expected to request certain relief under the BIA from the Ontario Superior Court at a motion to be held in Toronto on August 16, 2017. As a result of the filing of proposal proceedings under the BIA, the Toronto Stock Exchange has advised that trading in the common shares of the Corporation will be suspended immediately. Dundee Energy Limited -- http://www.dundee-energy.com/-- is a Canadian-based oil and natural gas Corporation with a mandate to create long-term value for its shareholders through the exploration, development, production and marketing of oil and natural gas, and through other high impact energy projects. Dundee Energy holds interests, both directly and indirectly, in the largest accumulation of producing oil and gas assets in Ontario and, through a preferred share investment, in certain exploration and evaluation programs for oil and natural gas offshore Tunisia. Dundee Energy's common shares trade on the Toronto Stock Exchange under the symbol "DEN". DUNDEE ENERGY: TSX to Delist Common Shares on Sept. 11 ------------------------------------------------------ Dundee Energy Limited on Aug. 11, 2017, disclosed that it has been notified by the Toronto Stock Exchange ("TSX") that as a result of the delisting review conducted by the TSX, the common shares of the Corporation will be delisted from the TSX at the open of trading on Sept. 11, 2017. The Corporation is investigating its qualifications to list its common shares on another Canadian stock exchange, however, there can be no assurance that the Corporation will be successful in securing a listing on another Canadian stock exchange. About Dundee Energy Dundee Energy Limited is a Canadian-based oil and natural gas Corporation with a mandate to create long-term value for its shareholders through the exploration, development, production and marketing of oil and natural gas, and through other high impact energy projects. Dundee Energy holds interests, both directly and indirectly, in the largest accumulation of producing oil and gas assets in Ontario and, through a preferred share investment, in certain exploration and evaluation programs for oil and natural gas offshore Tunisia. Dundee Energy's common shares trade on the Toronto Stock Exchange under the symbol "DEN". DVR LLC: Trustee Selling 10,000 Acres in New Mexico for $4.8M ------------------------------------------------------------- Joli A. Lofstedt, the Chapter 11 trustee of DVR, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of approximately 10,254.44 deeded acres, including an Agricultural Lease agreement and Parcel A, to Sidney Strebeck or his assigns for $4,750,000, subject to overbid. DVR owned real property consisting of approximately 10,254.44 acres of dry pasture land located in Quay and Harding Counties, New Mexico (5,187.92 acres on the north side of the Ute Reservoir and 5,066.52 acres on the south side of Ute Reservoir), along with 12,385.5 acres of dry pasture land owned by the State of New Mexico and leased pursuant to an Agricultural Lease agreement between the State of New Mexico as lessor and DVR as lessee ("DVR Property"). On Jan. 17, 2017, the DVR Trustee filed her Motion to Employ Real Estate Broker, Scott Land Co., LLC, as real estate broker to sell the DVR Property with an initial listing price of $5.5 million. On Feb. 13, 2017, the Court entered its Order authorizing DVR Trustee to employ the Broker. On July 19, 2017, the DVR Trustee entered into a Purchase Agreement – Farm and Ranch – 2017, dated July 17, 2017 ("Initial Contract"), with Strebeck or his assigns, pursuant to which Trustee agreed to sell the DVR Property to Strebeck for $4,750,000, subject to overbids at an auction. The DVR Trustee is proposing that $4,750,000 be the initial bid for the Real Property. The closing of the sale contemplated by the Initial Contract is expected to occur no later than Sept. 15, 2017. On July 21, 2017, the DVR Trustee filed the Bidding Procedures Motion asking authority to, among other things, sell the Real Property, pursuant to the terms of the Initial Contract to Strebeck at the Stalking Horse Bid price or, in the event of overbids, to the bidder making the highest and best overbid, as determined by DVR Trustee in her sole discretion. Subsequent to the date of the Initial Contract, the DVR Trustee learned that Parcel A, 730-acre parcel of property that was included in the legal description attached to the Contract is titled to Ute Lake Ranch, Inc. ("ULR"). Parcel A consists of 730 acres of vacant pasture land adjacent to and intertwined within the DVR Property. The DVR Trustee and the ULR Trustee have agreed, subject to the Court's approval, to sell Parcel A to the Successful Bidder. Strebeck has consented to this sale structure and an amendment to the Contract, providing for the sale of Parcel A by the ULR Trustee as seller ("Amended Contract"). As set forth, a portion of the purchase price will be allocated to the sale of Parcel A. The salient terms of the Contract are: a. Property to be Sold: The Real Property to be sold includes 10,254.44 deeded acres, more or less, owned by DVR. The Real Property also includes an Agricultural Lease agreement between the Commissioner of Public Lands, New Mexico State Land Office, State of New Mexico, as lessor, and DVR, as lessee, dated Oct. 1, 2012, identified as Lease No. GS2136 ("New Mexico Lease") by which DVR leases 12,385.5 acres, more or less, of dry pasture land owned by the State of New Mexico. In addition, pursuant to the Amended Contract, the sale will include Parcel A, owned by ULR. b. Oil and Gas Excluded: The Real Property to be sold does not include any of DVR's or ULR's right, title and interest in any oil, gas and other mineral rights which are appurtenant to the Real Property. The Oil and Gas Interests, if any, will be sold separately by the DVR Trustee and the ULR Trustee, as applicable. c. Purchase Price: The proposed purchase price for the Real Property, along with Parcel A, is $4,750,000. d. Warranties: The Real Property will be sold in its "as is, where is" physical condition. e. Closing Date: The closing date will be no later than Sept. 15, 2017, or such other time as the parties would mutually agree. f. Bankruptcy Court Approval: The Contract is subject to the Bidding Procedures Motion and Bankruptcy Court approval. The salient terms of the Bidding Procedures are: a. Stalking Horse Bid/Qualified Bids: $4,750,000 b. Bid Deadline: Aug. 16, 2017 c. Auction: Aug. 22, 2017, at a place and time determined by DVR Trustee d. Qualified Bids/Earnest Money Deposit: $200,000 e. Initial Overbid: At least $150,000 more than the Stalking Horse Bid f. Bid Deposit/Credit Bid: The Successful Bidder will be entitled to a credit against the Purchase Price in the amount of its bid deposit. g. Break-Up Fee and Expense Reimbursement: (i) Break-Up fee in the amount of $100,000, and (ii) Expense Reimbursement not to exceed $50,000 h. Closing: Sept. 15, 2017 i. Auction; Bidding Procedures: The DVR Trustee is continuing to market the Real Property and will conduct the Auction if other parties have pre-qualified to bid at the Auction. A copy of the Contract and the Bidding Procedures attached to the Motion is available for free at; http://bankrupt.com/misc/DVR_LLC_135_Sales.pdf The proposed sale includes the sale of Parcel A, which consists of approximately 730 acres titled to ULR. The ULR Trustee is the seller of Parcel A. The Trustee and the ULR Trustee have agreed as to Parcel A as follows: a. Value of ULR Parcel: The value of Parcel A will be determined based on the following formula: total purchase price minus value of property subject to New Mexico Lease equals value of deeded land ($4,750,000 – $619,275 (12,385 acres x $50 = $619,275)). Value of deeded land ($4,130,725) divided by total deeded acres (10,254.44) equals per acre value ($403/acre). Per acre value multiplied by 730 acres equals value of Parcel A ($403 x 730 = $294,061). Based on this formula, the value of Parcel A is $294,061. b. Application of Sale Proceeds: (i) In the event that the Purchase Price is $4,750,000, at closing $294,061 will be paid from the gross proceeds of sale as follows: (a) application of $244,061 in partial satisfaction by ULR of the Strebeck Claim; and (b) $50,000 to the ULR estate. (ii) In the event of an Auction and an increased purchase price above $4,750,000, the formula above will be modified to provide for the increased value of the deeded land based on the increased purchase price and net of the Breakup fee and Expense Reimbursement. The net increased value will be applied to determine the resulting increase to the per acre value. The increased per acre value will be multiplied by 730 acres to determine the value of Parcel A. At closing, the value of Parcel A will be paid from the proceeds of sale as follows: (i) application of $244,061 in partial satisfaction by ULR of the Strebeck Claim; and (ii) the remainder to the ULR estate. The DVR Trustee and the ULR Trustee are proposing to sell the Real Property to the Successful Bidder free and clear of all Interests. These parties may assert an interest in the Real Property, based on proofs of claim field in these bankruptcy cases: DVR Claim No. ULR Claim No. Creditor Claim Amount Notes 1 3 SIM Colorado Holdings $361,443 Receivers Certificate 6 6 The Phillips Family $388,148 Receivers Certificate Partnership 16 42 Bruce W. Hamon $27,083 Receivers Certificate 33 8 CBI Holdings, LLC $1,121,101 Receivers Certificate 30 20 Sidney Strebeck and $576,641 Assignee of note from Strebeck Ranches Farmers & Stockman's Bank 26 10 New Lake, LLC $2,529,713 Assignee of note from First National Bank of New Mexico The DVR Trustee asks authority to assume the New Mexico Lease and assign the New Mexico Lease to the Successful Bidder. The term of the New Mexico Lease expires on Sept. 30, 2017. On Aug. 1, 2017, the DVR Trustee submitted documents to the State of New Mexico Land Office to request renewal of the New Mexico Lease for the period of Oct. 1, 2017 to Sept. 30, 2022. Closing of the sale is conditioned on renewal of the New Mexico Lease. The DVR Trustee also asks authority to pay the following from the proceeds of sale: (i) customary closing costs, including costs for a title commitment, recording fees and title company services; (ii) any real property taxes and assessments required to be paid by the DVR Trustee pursuant to the Contract; and (iii) a 6% commission on the Purchase Price to the Broker. The DVR Trustee asks a hearing be set on the Sale Motion during the week beginning Aug. 28, 2017. The sale of the Real Property to the Successful Bidder is contingent on Court approval of the Sale Motion. If there are objections to the Sale Motion, Trustee and the Successful Bidder will cooperate to present evidence at the Sale Hearing in support of the Sale Motion. In order to consummate the sale of the Real Property shortly after Court approval, the DVR Trustee asks that the Court suspends the operation of the 14-day stay under Fed. R. Bankr. P. 6004(h) and 6006(d). The Purchaser: Sidney Strebeck P.O. Box 1676 Clous, NM 88102 Cellphone: (575) 749-2033 Telephone: (575) 935-7571 Facsimile: (575) 935-7572 E-mail: sidstrebeck@hotmail.com Counsel for ULR Trustee: Philip A. Pearlman, Esq. SPENCER FANE LLP 1700 Lincoln Street, Suite 2000 Denver, CO 80203 Telephone: (303) 839-3800 Facsimile: (303) 839-3838 E-mail: ppearlman@spencerfane.com About DVR LLC DVR, LLC is a Colorado limited liability company formed in 1999 for the purpose of acquiring and developing certain real property bordering Ute Lake in Quay and Harding Counties, New Mexico. DVR, LLC, based in Englewood, Colo., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-17064) on July 18, 2016. The petition was signed by Edward B. Cordes, authorized representative. The Hon. Joseph G. Rosania Jr. presides over the case. Matthew T. Faga, Esq., and James T. Markus, Esq., at Markus Williams Young & Zimmerman LLC serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. On September 23, 2016, the court approved the appointment of Joli A. Lofstedt, as Chapter 11 trustee for the Debtor. The trustee hired Onsager, Guyerson, Fletcher, Johnson as legal counsel, and Dennis & Company PC as accountant. On Feb. 13, 2017, the Court appointed Scott Land Company, LLC as the Trustee's Broker. ECLIPSE AVIATION: 3rd Cir. Tosses Class Suit over Abrupt Layoffs ---------------------------------------------------------------- In the case captioned In re: AE LIQUIDATION, INC., ET AL, Debtors. ANNETTE VARELA, on behalf of herself and all others similarly situated; JOHN J. DIMURA, on behalf of himself and all others similarly situated, Appellants, v. AE LIQUIDATION, INC., ET AL, f/k/a ECLIPSE AVIATION CORPORATION, No. 16-2203(3d. Cir.), Judge Cheryl Ann Krause of the U.S. Court of Appeals for the Third Circuit upheld the judgment of the District Court affirming a bankruptcy court decision. This case arises from the bankruptcy and subsequent closing of a jet aircraft manufacturer. Eclipse's employees filed the class action complaint that gave rise to this appeal -- an adversary proceeding in the Bankruptcy Court alleging that Eclipse's failure to give them 60 days' notice prior to the layoff violated the Worker Adjustment and Retraining Notification Act ("WARN Act"). After discovery, the employees moved for partial summary judgment, asserting that Eclipse could invoke neither the Act's "faltering company" exception, nor its "unforeseeable business circumstances" exception to excuse its lack of notice, and Eclipse filed a cross-motion for summary judgment, contending that the "unforeseeable business circumstances" exception barred WARN Act liability. The Bankruptcy Court agreed with Eclipse and granted summary judgment in its favor. The District Court affirmed on appeal, and the matter was elevated to the Third Circuit. The Third Circuit is required to assess that manufacturer's obligation under the WARN Act, to give fair warning to its employees before effecting a mass layoff. On appeal, it is asked to determine whether a business must notify its employees of a pending layoff once the layoff becomes probable -- that is, more likely than not -- or if the mere foreseeable possibility that a layoff may occur is enough to trigger the WARN Act's notice requirements. The Appellants contend that Eclipse has not met its burden of demonstrating that the unforeseeable business circumstances exception applies for three reasons. The argue, as a threshold matter, that Eclipse is ineligible for the exception because, even after the fact, it never provided its employees with proper notice of their termination. They also contend that Eclipse cannot show that the purported unforeseeable business circumstance -- its failure to close its proposed sale to European Technology and Investment Research Center ("ETIRC") -- was, in fact, the cause of the mass layoff. They further assert that, even if the failure to close the sale was the cause of the layoff, the exception still would not apply because the failure to close was not "unforeseeable" but rather could have been anticipated at many points in the 60-day window prior to the layoff. The Appeals Court perceives no deficiency in Eclipse's notice and perceives no dispute of material fact as to whether the notice's contents or method of delivery violated the WARN Act. To the question of whether Eclipse may excuse its failure to provide notice at an earlier date by relying on the unforeseeable business circumstances defense, the Court finds that the record supports the presumption that Eclipse's employees would have retained their jobs had the sale been finalized. The District Court thus did not err in concluding as a matter of law that the failure to obtain financing for that sale was the cause of the layoff. The Appeals Court explains that companies in financial distress will frequently be forced to make difficult choices on how best to proceed, and those decisions will almost always involve the possibility of layoffs if they do not pan out exactly as planned. When the possibility of a layoff -- while present -- is not the more likely outcome, any premature warning has the potential to accelerate a company's demise and necessitate layoffs that otherwise may have been avoided. Thus, the Court joins the many courts that have held this is not the burden the WARN Act was meant to impose and that a layoff becomes reasonably foreseeable only when it becomes more likely than not that it will occur. Because the Appeals Court concludes that a probability of layoffs is necessary, and the manufacturer has demonstrated that its closing was not probable until the day that it occurred, it cannot be held liable for its failure to give its employees requisite notice. Accordingly, the Court affirmed the judgment of the District Court, which in turn affirmed the judgment of the Bankruptcy Court. A full-text copy of the Court's Aug. 4, 2017 Opinion is available at https://is.gd/ujW32i from Leagle.com. Christopher D. Loizides, Loizides, 1225 King Street, Suite 800, Wilmington, DE 19801. Jack A. Raisner -- jar@outtengolden.com -- (Argued), Rene S. Roupinian -- RSR@outtengolden.com -- Outten & Golden, 685 Third Avenue, 25th Floor, New York, NY 10017, Counsel for Appellants. Mark E. Felger -- mfelger@cozen.com -- Barry M. Klayman -- bklayman@cozen.com -- (Argued), Cozen O'Connor, 1201 North Market Street, Suite 1001, Wilmington, DE 1801, Counsel for Appellee. About Eclipse Aviation Albuquerque, New Mexico-based Eclipse Aviation Corporation -- http://www.eclipseaviation.com/-- manufactured six-passenger planes powered by two Pratt & Whitney turbofan engines. The Company and Eclipse IRB Sunport, LLC sought chapter 11 protection (Bankr. D. Del. Case No. 08-13031) on Nov. 25, 2008, represented by lawyers at Allen & Overy LLP, and estimating assets of less than $500 $500 million and debts of more than $1 billion. The Debtor sought to sell all of its assets pursuant to proposed bid procedures. The Court approved the bid procedures, with substantial modification, on Dec. 23, 2008. On Jan. 15, 2009, Over and Out, Inc., and other customers, commenced an adversary proceeding (Bankr. D. Del. Adv. Pro. No. 09-50029) asserting that the Debtor breached its Aircraft Deposit Agreements, converted their deposits, and breached its fiduciary duty. On Jan. 23, 2009, the Court entered an order authorizing the sale of substantially all of the Debtor's assets to EclipseJet Aviation International, Inc., finding it had presented the highest and best offer. In conjunction with that sale, the Court directed that $3.2 million of the sale proceeds be set held in escrow pending resolution of the adversary proceeding. Despite approval, the sale to EclipseJet was never consummated. As a result, on Mar. 5, 2009, the case was converted to a chapter 7 liquidation proceeding and Jeoffrey L. Burtch was appointed trustee. The Trustee renewed efforts to sell the Debtor's assets. On Aug. 28, 2009, the Court authorized the Trustee to sell the Debtor's assets to Eclipse Aerospace, Inc., for $20 million in cash and a $20 million note. Once again, as a result of the Customers' objection to the sale, the Court directed that $3.2 million of the sale proceeds be set aside pending resolution of the adversary proceeding. The sale to Eclipse Aerospace, Inc., closed on Sept. 4, 2009. Following the sale, the Debtors change their names to AE Liquidation, Inc., for Eclipse Aviation Corporation) and EIRB Liquidation, Inc., for Eclipse IRB Sunport, LLC). ELECTRO RENT: Moody's Affirms B3 CFR & Caa2 2nd Lien Loan Rating ---------------------------------------------------------------- Moody's Investors Service affirmed Electro Rent Corporation's B3 Corporate Family Rating and Probability of Default Rating at B3-PD, as well as Caa2 rating on its 2nd lien term loan. Concurrently, Moody's upgraded Electro Rent's revolving credit facility and 1st lien term loan to B2 from B3 following the company's $75 million add-on to the existing $75 million 2nd lien term loan. Proceeds from the add-on will be used to fund a special dividend and cover related expenses. The ratings outlook is stable. Moody's affirmed the Following Ratings: - Corporate Family Rating at B3 - Probability of Default at B3-PD - 2nd lien term loan at Caa2/LGD6 - Outlook is stable Moody's upgraded the following Ratings: - Revolving Credit Facility to B2/LGD3 from B3/LGD3 - 1st Lien Term Loan to B2/LGD3 from B3/LGD3 RATINGS RATIONALE The upgrade of the revolver and first lien term loan is driven by Moody's Loss Given Default methodology which reflects the increased amount of junior debt in the capital structure after the $75 million add on the 2nd lien term loan. The B3 CFR reflects Electro Rent's small size (approximately $300 million in pro-forma revenues) and Moody's expectation that top line growth will remain in the low single digits as potential customers used to purchasing testing measurement equipment are hesitant to rent instead. The increase in leverage after the $75 million add-on to the second lien weakens the company in the rating category, however Moody's expects leverage will improve to under 5.5 times in 2017 on a Moody's adjusted basis which is supportive of the B3 rating level and in line with other similarly rated rental companies. The ratings also consider Moody's expectations for significant capital expenditures and meaningful customer concentration. Electro Rent's liquidity profile is considered to be adequate, supported by an $85 million revolving credit facility and expectations of positive free cash flow generation. Cash balances remain minimal. The company has foreign assets that could be monetized as first-tier foreign subsidiaries provide a 65% stock pledge. The revolver and 1st lien term loan have a springing first lien net leverage ratio of 5.0x when revolver borrowings exceed 35% of the commitment. Moody's expects usage to be minimal and Electro Rent to be in compliance with covenants. The 2nd lien term loan is does not have any financial covenants The stable rating outlook reflects Moody's view that revenue growth will be slow and that the company's expected credit metrics position it well in the rating. The ratings could be downgraded if Moody's expects debt / EBITDA to trend towards or increase above 6.0x, or EBITDA to Interest is below 2.0x, particularly if free cash flow was anticipated to be negative. The ratings could be upgraded if Moody's debt / EBITDA improved to under 3.75x and pretax income as a percentage of sales exceeded 7% on a sustainable basis with ongoing positive revenue growth. Given the company's small size relative to the market, strong performance post Electro Rent and Microlease merger as evidenced by improving EBITDA margins could support positive rating traction. However, given the use of proceeds from the $75 million add-on is to fund a special dividend, a ratings upgrade is not anticipated over the next 12 to 18 months. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. Electro Rent Corporation, headquartered in Van Nuys, CA, is a rental company specializing in test and measurement equipment serving Aerospace and Defense, Telecom and Industrial/InfoTech end markets in the U.S. and Europe. Microlease is a UK based test and measurement equipment rental company with approximately $150mm in revenue for fiscal year 2016 (ended in February). The companies were bought by Platinum Equity. Pro-forma sales totaled approximately $300 million. FB COVENTRY: Hires Sinel Wilfand & Vinci as Experts & Accountants ----------------------------------------------------------------- FB Coventry, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Rhode Island to employ Sinel, Wilfand & Vinci, CPAs, Inc., as experts and accountants. The Debtor requires Sinel Wilfand to: a. assist with preparation and/or review of cash flow and related projections including advising as to post-filing financing. b. assist the Debtor in reviewing and analyzing prospective sale proposals and related services. c. assist with review and analysis of the Debtor's business and its operations. d. assist with the preparation and review of Statement Of Financial Activities (SOFA) and Schedules, including amending as necessary. e. assist with records and record retention, but only as to advice as to what records are necessary to retain should the Debtor close, sell or move its business. No actual record review, moving or storage is contemplated to be incurred by the Accountants. f. assist with preparation/review/analysis of Monthly Operating Reports. g. assist with preparation and/or review of federal and state income tax, payroll tax, meals tax and sales and use tax returns. h. assist in reviewing, reconciling, analyzing and, if necessary, objecting to proofs of claim. i. assist in reviewing the Debtor books and records for possible avoidable transactions such as preference and fraudulent transfer claims including, but not limited to, under Bankruptcy Code Sections 547 and 548. j. assist in valuation and insolvency analyses and other plan or litigation issues and, if necessary, testimony. k. assist with plan development and preparation including feasibility. l. report and respond to the Office of the United States Trustee. The Debtor has agreed to compensate Sinel Wilfand for its services and reimburse Sinel Wilfand for its disbursements and expenses. The Debtor has not paid a retainer to Sinel Wilfand and desires to employ Sinel Wilfand on an hourly basis. Wayne L. Wilfand, CPA, partner at Sinel, Wilfand & Vinci, CPAs, 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. Sinel Wilfand may be reached at: Wayne L. Wilfand, CPA Sinel, Wilfand & Vinci, CPAs, Inc. 1150 New London Avenue, Suite 130 Cranston, RI 02910 Tel: 401-463-8600 Fax: 401-463-6277 About FB Coventry, LLC FB Coventry, LLC d/b/a Fat Belly's filed a Chapter 11 bankruptcy petition (Bankr. D.R.I. Case No. 17-10650) on April 24, 2017. The Petition was signed by Scott Parker, manager. At the time of filing, the Debtor had less than $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. Peter M. Iascone, Esq., at Peter Iascone & Associates serves as bankruptcy counsel. The Debtor hired Irving Shechtman & Company, Inc., as appraisers. FB COVENTRY: Wants to Continue Using Cash Collateral Until Oct. 27 ------------------------------------------------------------------ FB Coventry, LLC, asks the U.S. Bankruptcy Court for the District of Rhode Island to allow it to continue using the cash collateral of NextWave Enterprises, LLC; Rewards Network Establishment Services, Inc.; Vend Lease Company; and Sysco Boston, LLC for an additional 60 days, from Aug. 27, 2017 through Oct. 27, 2017 in order to continue operations and maintain its workforce while it proceeds to negotiate a plan. The Debtor recounts that the Court has previously entered a Final Order on June 7, 2017 authorizing the use of cash collateral. On July 10, 2017, the Court entered an Order allowing the Debtor to the continued use of the Rewards Network's cash collateral through Aug. 26, 2017, with certain bi-weekly adequate protection payments to Rewards Network. As such, the Debtor proposes to grant replacement liens to Rewards Network to the extent and priority as more fully set forth in the Final Order. A full-text copy of the Debtor's Motion, dated Aug. 8, 2017, is available at https://is.gd/QNrf78 About FB Coventry FB Coventry, LLC, d/b/a Fat Belly's, filed a Chapter 11 bankruptcy petition (Bankr. D.R.I. Case No. 17-10650) on April 24, 2017. The petition was signed by Scott Parker, manager. At the time of filing, the Debtor had less than $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. Peter M. Iascone, Esq., at Peter Iascone & Associates, serves as bankruptcy counsel. The Debtor employs Irving Shechtman & Company, Inc., as appraisers. FB MALL: Wants OK on Continued Cash Collateral Use Thru Oct. 27 --------------------------------------------------------------- FB Mall, LLC, asks the U.S. Bankruptcy Court for the District of Rhode Island to allow the Debtor to continue using the cash collateral of NextWave Enterprises, LLC; Rewards Network Establishment Services, Inc.; Vend Lease Company; and Sysco Boston, LLC for an additional 60 days, from Aug. 27, 2017 through Oct. 27, 2017, in order to continue operations and maintain its workforce while it proceeds to negotiate a plan. The Debtor recounts that the Court has previously entered a Final Order on June 7, 2017 authorizing the use of cash collateral. On July 10, 2017, the Court entered an Order allowing the Debtor to the continued use of the Rewards Network's cash collateral through Aug. 26, 2017, with certain bi-weekly adequate protection payments to Rewards Network. As such, the Debtor proposes to grant replacement liens to Rewards Network to the extent and priority as more fully set forth in the Final Order. A full-text copy of the Debtor's Motion, dated Aug. 8, 2017, is available at https://is.gd/RDhduP About FB Mall Headquartered at Warwick, Rhode Island, FB Mall, LLC, filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-10601) on April 14, 2017. The petition was signed by Scott Parker, manager. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. The Debtor's bankruptcy attorney is Peter M. Iascone, Esq., at Peter Iascone & Associates. Irving Shechtman & Company has been tapped by the Debtor as appraisers. FOSTER ENTERPRISES: Chu and Li Buying Covina Property for $1.1M --------------------------------------------------------------- Foster Enterprises, Howard Foster, and Anna Foster ask the U.S. Bankruptcy Court for the Central District of California to authorize their private sale of the real property located at 20262 Dameral Drive, Covina, California, APN: 8277-021-013, to Simon Pei En Chu and Min Li, as trustees of the Simon Chu & Min Li Living Trust dated March 31, 2007, for $1,090,000; and their employment of RE/MAX Realty 100 as the Foster Individuals' real estate broker. In early June 2017, the Foster Individuals decided that they would sell the Property and then purchase and move into a smaller, more reasonably priced residence. They enlisted the help of one of their sons, Stanley Foster, to move that process forward, including assisting them with engaging a broker to market and sell the Property. Stanley put them in touch with two potential brokers. The first was the Monica Diaz Team, consisting of agents Monica Diaz and Jay Campbell, affiliated with the brokerage firm Keller Williams Covina. The second was agent Jenny Xu of the brokerage firm RE/MAX Realty 100. After hearing what the potential brokers had to say, the Foster Individuals decided to engage RE/MAX Realty 100 as their broker, with Ms. Xu as the listing agent. On June 22, 2017, the Foster Individuals and the Broker entered into the Listing Agreement, providing the Broker with the exclusive right to market and sell the Property over the next six months at the proposed listing price of $1,189,000. Under the terms of the Listing Agreement, the Foster Individuals agreed to pay 5.5% of the purchase price of the Property in broker commissions, with a 2.5% commission to the Broker for representing them as the seller's agent and a 3.0% commission to a third-party broker for representing the buyer as its agent. However, if the Broker represented both the Foster Individuals and the buyer in the sale, the Foster Individuals agreed that the Broker would be entitled to a 5% commission. On July 5, the Broker was able to locate the Buyer who made an all-cash offer to purchase the Property for $1,050,000. The next day, the Foster Individuals made a counteroffer for $1,130,000. On July 11 (i.e., one day after the petition date), the Buyer made a counteroffer for $1,090,000, which the Foster Individuals accepted the following day. The salient terms of the Sale Agreement are: a. Property to Be Sold: Real property located at 20262 Dameral Drive, Covina, California, APN: 8277-021-013 b. Proposed Buyer: Simon Pei En Chu and Min Li, as trustees of the Simon Chu & Min Li Living Trust dated March 31, 2007 c. Proposed Purchase Price: $1,090,000 d. Other Material Terms of Purchase Agreement: All cash; no buyer contingencies; the Property to be sold in "as is" condition; $3,500 credit to the Buyer for costs relating to termite repairs, fumigation, and septic tank inspection and certification e. Proposed Broker: RE/MAX Realty 100 (Jenny Xu as agent thereof) f. Proposed Broker Commission: $54,500 to RE/MAX Realty 100 (as dual agent for both the Foster Individuals and the Buyer) g. Type of Section 363 Sale: Private sale, not subject to higher and better bids h. Free-and-Clear Relief: The sale is proposed to be free and clear of all alleged or asserted liens, claims, and interests in the Property held by the Internal Revenue Service. The Title Report indicates that the Property is encumbered by a deed of trust in favor of the assignee-beneficiary U.S. Bank N.A., as successor trustee for Morgan Stanley Mortgage Loan Trust 2006-17XS, securing an indebtedness originally owed to the lender SBMC Mortgage. Such indebtedness represents the Foster Individuals' home mortgage loan, for which they have been making payments to the current servicer Specialized Loan Servicing and for which the current outstanding balance is approximately $806,332. Other than potential liens for annual and supplemental property taxes, which the Foster Individuals estimate will not exceed $2,770, the Title Report does not list any other liens against the Property. From the sale proceeds, upon the close of the sale, the Debtors propose to (i) pay the applicable liens and costs of sale in the estimated amount of $820,478; (ii) pay a commission to RE/MAX Realty 100 in the amount of $54,500; and (iii) deposit an amount not to exceed $175,000 from the remaining sale proceeds in a new, segregated bank account on account of the Foster Individuals' claimed homestead exemption. The remaining sale proceeds after Homestead Exemption is estimated to be $40,022. Although their case was recently commenced, the Foster Individuals' proposed sale of the Property is nevertheless appropriate as the sale will allow them to improve their cash position, providing them with flexibility while in chapter 11. The Property, being their principal residence, is not an income-producing property for the estate. And it is unlikely that they could turn the Property into a profitable rental property that would generate rents exceeding their mortgage payments (which are currently $5,522.23 each month). Accordingly, the Debtors ask the Court to approve the relief sought. The Debtors ask the Court to waive the 14-day stay under Bankruptcy Rule 6004(h). About Foster Enterprises Foster Enterprises is a trucking company in in Ontario, California. The principal business address of the Company is 13610 S. Archibald Avenue, Ontario, San Bernardino County, California. Foster Enterprises sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15749) on July 10, 2017. The case is assigned to Judge Scott C. Clarkson. The Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor tapped Dean G Rallis, Jr., Esq., at Angin, Flewelling, Rasmussen, Campbell & Trytten LLP as counsel. The petition was signed by Jeffery Foster, general partner. The Debtor can be reached at: FOSTER ENTERPRISES P.O. Box 4210 Ontario, CA 91761 FOUNDATION HEALTHCARE: To Liquidate Assets to Pay Creditors ----------------------------------------------------------- University General Hospital, LLC, and Foundation Healthcare, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated Aug. 2, 2017, in support of the Debtor's Chapter 11 plan of liquidation dated as of Aug. 2, 2017. Class 5 General Unsecured Claims are impaired by the Plan. Recovery is unknown. Their pro rata share of all remaining property of the Debtors after (a) payment of the DIP administrative claim, allowed priority claims, and allowed secured claims in Classes 1, 2 and 3 (solely as to the collateral applicable to the class), and (b) payment of the Plan administrative funding. The majority of the Debtors' assets were foreclosed upon prior to the filing of the cases. The Plan provides for the liquidation of the Debtors' remaining assets, including the pursuit of causes of action, and the distribution of the net proceeds to holders of allowed claims. The Plan proposed by the Debtors is a liquidating plan. The Plan will be funded, in large part, through liquidation of the Debtors' assets, including pursuit of causes of action. In summary, the primary assets as of the Petition Date are causes of action, anticipated tax refunds, potentially a piece of real estate, accounts receivable, and miscellaneous office equipment, as well as a management fee buyout and management contract. Other assets of the Debtors were foreclosed upon by the prepetition lenders pre-petition. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-42571-82.pdf About Foundation Healthcare, Inc. University General Hospital LLC is a 69-bed health care facility located at 7501 Fannin Street, Suite 100 Houston, Texas. Prior to its closure in January 2017, University General Hospital offered a full array of equipment and services including inpatient and outpatient medical treatments and surgeries. Foundation Healthcare Inc., a publicly traded Oklahoma corporation, was in the business of owning and managing facilities which operated in the surgical segment of the healthcare industry. It has ceased to conduct business operations and has no employees. Foundation Healthcare currently only has a contracted interim Chief Financial Officer and a contracted Chief Restructuring Officer, and one part time assistant. University General Hospital, doing business as Foundation Surgical Hospital of Houston, and its affiliate Foundation Healthcare filed Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 17-42570 and 17-42571) on June 21, 2017. The petitions were signed by Richard Zahn, manager. The cases are jointly administered before Judge Russell F. Nelms with Foundation Healthcare's case as the lead. The Debtors are represented by Vickie L. Driver, Esq., at Husch Blackwell LLP. The Debtors hire Michael S. Miller of Ankura Consulting Group, LLC, as chief restructuring officer. The Debtors employ Eide Bailly LLP, as accountant and Donlin, Recano & Company, Inc., as their claims and noticing agent. At the time of filing, University General disclosed $1 million to $10 million in assets and $1 million to $50 million in liabilities. Foundation Healthcare disclosed $1 million to $10 million in assets and liabilities. University General Hospital, Inc., sought bankruptcy protection (Bankr. S.D. Tex. Case No. 15-31097). The case was filed on Feb. 27, 2015. Foundation HealthCare completed its acquisition of University General Hospital in January 2016. Foundation HealthCare purchased the facility for $33 million in a court-approved sale. FREE GOSPEL CHURCH: Hires Fairfax Realty as Real Estate Broker -------------------------------------------------------------- The Free Gospel Church of the Apostles' Doctrine and F.G. Development Corp., seek permission from the U.S. Bankruptcy Court for the District of Maryland to employ Fairfax Realty, Inc., as their real estate broker. On June 9, 2015 , The Free Gospel Church of the Apostles' Doctrine filed a voluntary petition under Chapter 11 in the United States Bankruptcy Court for the District of Maryland. The Debtor is the primary owner of five parcels of real estate situated at 4700 Marlboro Pike, Capitol Heights, MD; 4600 Southern Avenue, SE, Washington, DC; 176 E. Davis Street, Culpepper, VA1; 5109 James Madison Parkway, King George, VA; and 3631 Largo Road, Upper Marlboro, MD. On June 9, 2015, F.G. Development Corp. filed a voluntary petition under Chapter 11 in the United States Bankruptcy Court for the District of Maryland. It is the primary owner of two parcels of real estate situated at 4717 Marlboro Pike, Capitol Heights, MD and 4744 Marlboro Pike, Capitol Heights, MD. Previously, both Debtors employed NAI The Michael Companies, Inc. to serve as real estate broker respective to the sale of four of five of Free Gospel's Properties and both of FG Development's Properties. NAI The Michael Companies, Inc. failed to successfully market those Properties within the 12-month period. On May 24, 2017, Free Gospel and FG Development entered into new listing agreements with Fairfax Realty, Inc. to serve as real estate broker, wherein the duties of the Broker are to sell the five Free Gospel Properties and the two FG Development Properties. In consideration of this service, the Broker collects the sum of 7% of the total sale price. Rodney Bennett, employed by Fairfax Realty, Inc., assured the Court that the firm does not represent any interest adverse to the Debtors and their estates. Fairfax Realty can be reached at: Rodney Bennett Fairfax Realty, Inc. 10210 Greenbelt Rd., Suite 120 Lanham, MD 20706 Phone: 301-794-9400 The Free Gospel Church of the Apostles' Doctrine and F.G. Development Corporation filed Chapter 11 bankruptcy petition (Bankr. Md. Lead Case No. 15-18209) on June 9, 2015. Judge Wendelin I Lipp presides over the case. GANDER MOUNTAIN: Rejecting Executory Contracts and Leases --------------------------------------------------------- Gander Mountain Co., and Overton's, Inc., ask the U.S. Bankruptcy Court for the District of Minnesota to authorize them to reject unexpired executory contract and unexpired non-real property leases. On May 4, 2017, the Court entered an Order, which among other provisions, approved the Rejection Procedures for the rejection of the Executory Contracts and unexpired non-real property leases in the chapter 11 cases. Pursuant to the Rejection Procedures, the Debtors give notice of their intent to reject the Contracts listed on Schedule A, effective as of the applicable effective date of the rejection set forth on Schedule A. A copy of the Schedule A attached to the Notice is available for free at: http://bankrupt.com/misc/Gander_Mountain_1100_Sales.pdf Any party wishing to object to the Debtors' proposed rejection of Contracts must be filed no later than Aug. 25, 2017. On Sept. 6, 2017, at 1:30 p.m. (PCT), the Court will hear any timely filed Objections to the Rejection Notice. Unless an objection is timely filed, the Court may approve the rejection of the Executory Contracts without hearing. Pursuant to the terms of the Rejection Procedures, if the Debtors have deposited monies with the Contract counterparty, as a security deposit or otherwise, the Contract counterparty may not set off or otherwise use such deposit without the prior authorization of the Court. Pursuant to the terms of the Rejection Procedures, for any claim a Contract counterparty may assert against the Debtors as a result of the rejection of the counterpartys' Contract, said counterparty must submit a proof of claim for any damages arising from such rejection no the later than (i) the deadline for filing proofs of claim established by order of the Court in the Debtors' chapter 11 cases; and (ii) 30 days after the entry of the Rejection Order authorizing the Debtors' rejection of Contract. About Gander Mountain Gander Mountain Company operates outdoor specialty stores dedicated for shooting sports, hunting, fishing, camping, marine, apparel, footwear, and outdoor lifestyle products. Its subsidiary Overton's, Inc., is a catalog and internet retailer of products for the recreational boater and other water sports enthusiasts at http://www.Overtons.com/ Gander Mountain and Overton's Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The cases are jointly administered under Case No. 17-30673. The petitions were signed by Timothy Becker, Executive VP of Lighthouse Management Group, Inc., as CRO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, the Debtor estimated its assets and debts at $500 million to $1 billion. The Debtors' advisors in the restructuring are Fredrikson & Byron, PA, which serves as legal counsel; Lighthouse Management Group, chief restructuring officer; Hilco Real Estate LLC, real estate advisor; and Faegre Baker Daniels LLP, special corporate counsel. Donlin, Recano & Company Inc. is the Debtors' claims, noticing and balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors' Investment Banker. On March 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee members are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe and Security Products, Inc.; and (9) DDR Corp. The Committee retained Jeffrey Cohen, Esq. at Lowenstein Sandler LLP as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel. GLOWPOINT INC: Decline in Revenues Raise Going Concern Doubt ------------------------------------------------------------ Glowpoint, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $590,000 on $3.86 million of revenue for the three months ended June 30, 2017, compared with a net loss of $605,000 on $5.09 million of revenue for the same period in 2016. For the six months ended June 30, 2017, the Company listed a net loss of $1.26 million on $7.94 million of revenue, compared to a net loss of $1.32 million on $10.61 million of revenue for the same period in the prior year. The Company's balance sheet at June 30, 2017, showed $15.61 million in total assets, $12.68 million in total liabilities, and a stockholders' equity of $2.93 million. As of June 30, 2017, the Company had $1,097,000 of cash and a working capital deficit of $8,667,000. The Company's cash balance as of June 30, 2017 includes restricted cash of $18,000. For the six months ended June 30, 2017, the Company incurred a net loss of $1,258,000 and generated net cash provided by operating activities of $29,000. The Company generated cash flow from operations even though the Company incurred a net loss as its net loss includes non-cash operating expenses that are added back to the Company's cash flow from operations. A substantial portion of the Company's cash flow from operations has been dedicated to the payment of interest on its indebtedness, thereby reducing the Company's ability to use its cash flow to fund its operations, capital expenditures and investments in sales and marketing. For the six months ended June 30, 2017 and 2016, the Company's cash flow from operations was reduced by $542,000 and $563,000, respectively, for interest payments on its indebtedness. On July 31, 2017, the Company completed a recapitalization of its existing debt obligations. As a result of the Debt Recapitalization, the Company eliminated $9,362,000 of debt and accrued interest obligations and improved its working capital position as of July 31, 2017. After completion of the Debt Recapitalization, the Company's cash position was approximately $1,270,000 as of July 31, 2017. The Company anticipates continued declines in its revenue and reduced cash flow from operations that will require additional capital to fund investments in product development, sales and marketing expenses and capital expenditures to reverse its revenue trends. Therefore, the Company plans to raise capital in one or more offerings. There can be no assurance the Company will succeed in raising necessary capital or that any such offering will be on terms acceptable to the Company. If the Company cannot raise additional capital on terms acceptable to them, it could have a material adverse effect on the Company. These factors raise substantial doubt as to the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/fmrjkg Glowpoint, Inc., provides managed services for video collaboration and network applications in the United States. It serves Fortune 1000 companies, and small and medium enterprises in various industries through a direct sales force and indirect sales channels. Glowpoint, Inc., was founded in 1991 and is headquartered in Denver, Colorado. GOOD FIGHT: Whitney Bank to Get $320.31 in 59Monthly Installments ------------------------------------------------------------------ Good Fight of Faith Assembly, Inc., filed with the U.S. Bankruptcy Court for the Western District of Louisiana a disclosure statement dated Aug. 2, 2017, referring to the Debtor's plan of reorganization dated Aug. 2, 2017. Payments and distributions under the Plan will be funded by future contributions by church members. The Class 1 Secured claim of Whitney Bank is impaired by the Plan. The Bank will have a secured claim in the amount of $27,586.85 to be paid with interest at the rate of 7% in 59 monthly installments of $320.31 each followed by one final payment of $16,270.49 (or such amount as may be necessary to pay the claim in full on that date). The Bank is over-secured and will be entitled to recover all fees and costs (including attorney's fees and costs) incurred in the Chapter 11 proceedings. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-81296-47.pdf About Good Fight of Faith Assembly Founded in 2001, Good Fight of Faith Assembly is a small organization in the religious organizations industry located in Alexandria, Louisiana. Good Fight of Faith Assembly, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 16-81296) on Nov. 30, 2016, listing under $1 million in both assets and liabilities. The Debtor is represented by L. Laramie Henry, Esq., as counsel. The Debtor has approximately two full time employees and generates an estimated $53,713 in annual revenue at the time of the bankruptcy filing. HAIRLAND CORP: Court Okays Disclosures, Confirms Plan ----------------------------------------------------- The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico has approved Hairland Corporation's disclosure statement dated June 27, 2017, and confirmed the Debtor's plan of reorganization dated June 27, 2017. As reported by the Troubled Company Reporter on July 12, 2017, the Debtor filed a plan dated June 27, 2017, proposing that unsecured creditors be paid 3% of their claims under the Debtor's proposed plan to exit Chapter 11 protection. About Hairland Corporation Headquartered at San Juan, Puerto Rico, Hairland Corporation manages a barbershop. The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-00286) on Jan. 23, 2017. The Debtor is represented by Emily Darice Davila Rivera, Esq., at the Law Office of Emily D. Davila Rivera. HEALTH DIAGNOSTIC: Court Narrows Claims in Suit vs Mallory, Et Al. ------------------------------------------------------------------ In the adversary proceeding captioned RICHARD ARROWSMITH, as Liquidating Trustee of the HDL Liquidating Trust, Plaintiff, v. LATONYA S. MALLORY, et al., Defendants, Case No. 15-32919 (Bankr. E.D. Va.), various individual Defendants and groups of Defendants filed 13 motions seeking to dismiss the Complaint of Richard Arrowsmith in his capacity as Liquidating Trustee of the HDL Liquidating Trust. The issues presented by the Motions to Dismiss are whether the Liquidating Trustee's lengthy Complaint (i) provides fair notice of the claims being brought against each of the 103 named Defendants, (ii) pleads fraud with sufficient particularity, (iii) states sufficient facts to present plausible claims for which relief can be granted, and (iv) complies generally with the Bankruptcy Rules. The Court examined each count in the Complaint. While the Complaint may be complex and lengthy, the Court finds that the Liquidating Trustee has clearly described the conduct of each different Defendant against whom he seeks relief. Overall, the Complaint provides a very detailed factual recitation. Every count clearly and adequately presents the causes of action asserted. The Complaint describes the alleged conspiracy in its first 39 paragraphs. The Complaint lays out the Illegal Business Practices that are alleged to have been improper. The Complaint describes how the U.S. Department of Justice investigation, the alleged self-dealing and the alleged fraudulent transfers led to the financial demise of HDL. Many individuals are alleged to have been involved in the implementation of HDL's Illegal Business Practices. Upon deliberation, Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia denied the Motions to Dismiss in part and granted the Motions to Dismiss in part. The Court finds that the Complaint complies with the pleading requirements set forth in the Bankruptcy Rules. "The Liquidating Trustee has stated plausible causes of action for all of the counts set forth in the Complaint except Counts 62, 63, and 64. The Motions to Dismiss Counts 62, 63, and 64 will be granted," the Court opines. Additionally, the Court will dismiss the claims asserted on behalf of the Assigning Creditors that are not identified in the Complaint in Counts 67 through 73. The Court will grant the Liquidating Trustee leave to amend his Complaint and include the identity of the unidentified Assigning Creditors. The Court will deny the Motions to Dismiss as to all other claims and Counts. A full-text copy of Judge Huennekens' Memorandum Opinion dated August 9, 2017, is available at https://is.gd/kAnuhg from Leagle.com Richard Arrowsmith, Liquidating Trustee, Plaintiff, represented by Douglas Paul Lobel -- dlobel@cooley.com -- Cooley LLP, Cullen Drescher Speckhart -- cspeckhart@wolriv.com -- Wolcott Rivers Gates. G. Russell Warnick, Defendant, represented by Dion W. Hayes -- dhayes@mcguirewoods.com -- McGuireWoods LLP. LaTonya S. Mallory, Defendant, represented by Michael E. Hastings -- mhastings@wtplaw.com -- Whiteford Taylor & Preston LLP. Tipton Golias, Defendant, represented by Matthew D. Foster -- fosterm@pepperlaw.com -- Pepper Hamilton LLP, Kevin J. Funk -- Kfunk@Durrettecrump.Com -- DurretteCrump PLC, Daniel T. Moss -- dtmoss@jonesday.com -- JONES DAY, Kevyn D. Orr -- korr@jonesday.com -- JONES DAY, Kerri L. Ruttenberg -- kruttenberg@jonesday.com -- JONES DAY, Tara Lynn R. Zurawski -- tzurawski@jonesday.com -- Jones Day. Floyd Calhoun Dent, III, Defendant, represented by Jesse N. Silverman -- jsilverman@dilworthlaw.com -- Dilworth Paxson LLP. Janet Mallory Curtin, Trustee of the LaTonya Mallory 2012 Irrevocable Trust, Defendant, represented by Jeffery T. Martin, Jr. -- jtm@henrylaw.com -- Henry & O'Donnell, P.C. Warnick F. Karl, Defendant, represented by Charles M. Allen -- callen@goodmanallen.com -- Goodman Allen Donnelly PLLC. Dennis M. Ryan, Defendant, represented by Timothy C. Bass -- basst@gtlaw.com -- Greenberg Traurig, LLP, Thomas John McKee, Jr. -- mckeet@gtlaw.com -- Greenberg Traurig. Remember Pember Inc., Defendant, represented by S. Miles Dumville -- mdumville@reedsmith.com -- Reed Smith LLP, Justin Michael Sizemore -- jsizemore@reedsmith.com -- Reed Smith LLP. JP Cornwell Inc., Defendant, represented by Clark J. Belote -- cbelote@kaufcan.com -- Kaufman & Canoles, P.C. Dennis T. Lewandowski -- dtlewand@kaufcan.com -- Kaufman & Canoles, P. C.. Medcentric LLC, Defendant, represented by William Daniel Prince, IV -- wprince@t-mlaw.com -- ThompsonMcMullan, PC, David R. Ruby -- druby@t-mlaw.com -- Thompson McMullan, P.C.. M. Looney Consulting Inc., Defendant, represented by Ronald A. Page, Jr. -- rpage@rpagelaw.com -- Ronald Page, PLC. MML Equipment Inc., Defendant, represented by Matthew D. Huebschman, Shenandoah Legal Group, P.C. About Health Diagnostic Health Diagnostic Laboratory, Inc., Central Medical Laboratory, LLC, and Integrated Health Leaders, LLC, are health care businesses based in Richmond, Virginia. HDL is a blood testing company. Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No. 15-32919) and affiliates Central Medical Laboratory, LLC (Bankr. E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC (Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11 bankruptcy petitions on June 7, 2015. The petitions were signed by Martin McGahan, chief restructuring officer. HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities as of the Chapter 11 filing. Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour, Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the Debtors' financial advisor. Robert S. Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel. American Legal Claims Services, LLC, is the Debtors' claims, noticing and balloting agent. Ettin Group, LLC, will market and sell the miscellaneous equipment and other assets. MTS Health Partners, L.P., serves as investment banker. To assist them with their restructuring efforts and to help maximize the value of their estates, the Debtors filed with the Court an application seeking entry of an order authorizing the Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC ("A&M") to provide the Debtors with a Chief Restructuring Officer and certain additional personnel. Richard Arrowsmith is presently the CRO. On June 16, 2015, the Office of the United States Trustee for the Eastern District of Virginia appointed the Committee, consisting of the following seven members: (i) Oncimmune (USA) LLC; (ii) Aetna, Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti, LLP; (iv) Mercodia, Inc.; (v) Numares GROUP Corporation; (vi) Kansas Bioscience Authority; and (vii) Diadexus, Inc. On Sept. 23, 2015, Oncimmune (USA) LLC resigned from the Committee and, on Nov. 3, 2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to the Committee. The Creditors Committee retained Cooley LLP as its counsel and Protiviti Inc. as its financial advisor. * * * On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015, as the Bar Date for the filing of all proofs of claim. The Debtors have sold substantially all of their operating assets pursuant to two separate sales approved by the Court. On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation and Disclosure Statement. The Troubled Company Reporter on May 20, 2016, reported that Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, overruled the objections to Health Diagnostic Laboratory, Inc., et al.'s Modified Second Amended Plan of Liquidation and approved the Liquidating Plan and approved the Plan. HHH CHOICES: HHHW's Exit Plan to Pay Unsecured Claims in Full ------------------------------------------------------------- General unsecured creditors will be paid in full under Hebrew Hospital Home of Westchester, Inc.'s proposed Chapter 11 plan of liquidation. The plan jointly filed by Hebrew Hospital and the official committee of unsecured creditors provides for full payment, without interest, of unsecured claims through the liquidation of its remaining assets, the pursuit of claims and causes of action, and the distribution of those assets to creditors to be administered by a liquidation trustee. The total amount of allowed general unsecured claims is estimated to be between $5 million and $7 million. Alan Halperin will be appointed as the initial liquidation trustee on the effective date of the plan. All assets owned by Hebrew Hospital as of the effective date will be transferred to the trust. All cash necessary for the distributions under the plan will be from the cash proceeds of the trust assets, according to Hebrew Hospital's disclosure statement filed on August 10 with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the disclosure statement is available for free at https://is.gd/p0Mgbg About HHH Choices Health Plan Three alleged creditors owed about $1.9 million submitted an involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan. The petitioners are The Royal Care, Inc. (allegedly owed $772,762), Amazing Home Care Services ($1,178,752), and InterGen Health LLC ($42,298), all claiming that they are owed by the Debtor for certain services rendered. They all tapped Weinberg, Gross & Pergament, LLP as counsel. With the consent from the board of directors, HHH Choices filed a notice of consent to order for relief on June 1, 2015, and an order for relief was entered on June 22, 2015. Judge Michael E. Wiles oversees the case. HHH Choices tapped Harter Secrest & Emery LLP as legal counsel. On Jan. 14, 2016, the court entered an order administratively consolidating the Chapter 11 case of HHH Choices with the cases of its affiliates, Hebrew Hospital Home of Westchester, Inc. and Hebrew Hospital Senior Housing, Inc. (Case Nos. 16-10028 and 15-13264). The Office of the U.S. Trustee appointed a committee of unsecured creditors in HHH Choices' bankruptcy case and a separate committee in Hebrew Hospital's case. Farrell Fritz, P.C. and CohnReznick LLP serve as bankruptcy counsel and financial advisor for the HHH Choices committee, respectively. Alston & Bird LLP represents the Hebrew Hospital committee as bankruptcy counsel. IGNITE RESTAURANT: Landry's Wins Auction for $57-Mil. ----------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that Landry's Inc., a privately held restaurant and casino empire, won a bankruptcy auction to acquire both the Joe's Crab Shack and Brick House Tavern + Tap chains for $57 million. According to the report, papers filed with the U.S. Bankruptcy Court in Houston show Landry's had been eager to buy the two chains since their parent company, Ignite Restaurant Group Inc., began searching for a buyer. A final hearing on the sale, which must receive a judge's blessing, is scheduled for Thursday before Judge David Jones, the report related. Landry's, owned by Houston businessman Tilman Fertitta, already operates a broad spectrum of more than 500 restaurants, the report noted. If the sale is approved, it will gain 112 Joe's Crab Shack locations and 25 Brick House restaurants, with many concentrated in Texas, Florida and California, the report said. Three franchises are located in Dubai, court papers show, the report added. Earlier this year, Landry's asked a judge to step in when its leading offer, for as much as $60 million, was rejected, the report related. Lawyers for Landry's said it had been "jilted" when Ignite filed for chapter 11 protection in June seeking bankruptcy court approval of a $50 million lead bid from an affiliate of private-equity firm Kelly Investment Group, which bought casual-dining chain Fox & Hound out of bankruptcy last year, the report further related. Landry's and Kelly eventually resolved the dispute, with Landry's agreeing to kick off the auction with a $55 million bid, the report said. About Ignite Restaurant Ignite Restaurant Group, Inc., et al., operate two well-known restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap that offer a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere. They operate 130+ restaurants and have three international franchise locations, and employ about 8,400 employees. On June 6, 2017, Ignite Restaurant Group and its affiliates filed for bankruptcy in Texas (Bankr. S.D. Tex. Lead Case No. 17-33550). The petitions were signed by Jonathan Tibus, chief executive officer. The Hon. David R. Jones presides over the Debtors' cases. Ignite Restaurant Group and its affiliated debtors sought bankruptcy protection to facilitate a sale of its business to a private equity firm for $50 million in cash plus the assumption of certain liabilities. As of April 30, 2017, the Debtors reported $153.4 million in total assets and $197.4 million in total liabilities. The Debtors have employed King & Spalding LLP as legal counsel; Jonathan Tibus, managing director at Alvarez & Marsal North America, as their chief executive officer; Piper Jaffray & Co. as investment banker; Hilco Real Estate, LLC as real estate advisor; and Garden City Group as their claims and noticing agent. On June 21, 2017, a five-member panel was appointed as the official unsecured creditors committee in the Debtors' cases. The committee tapped Pachulski Stang Ziehl & Jones LLP as counsel, Cole Schotz P.C. as local counsel, and FTI Consulting, Inc., as financial advisor. On July 6, 2017, the Debtors filed a disclosure statement, which explains their proposed Chapter 11 plan. IMPERIAL METALS: Reports Q2 Financial Results, Obtains Waiver ------------------------------------------------------------- Imperial Metals Corporation said that revenues decreased to CA$106.7 million in the quarter ended June 30, 2017, compared to CA$116.2 million in the 2016 comparative quarter, a decrease of CA$9.5 million or 8%. Net income for the June 2017 quarter was CA$64.1 million ($0.68 per share) compared to net loss of CA$4.2 million ($0.05 per share) in the 2016 comparative quarter. Liquidity & Capital Resources and Covenant Waiver At June 30, 2017, the Company had cash of CA$8.7 million, CA$5.2 million undrawn on the senior secured revolving credit facility ("Senior Credit Facility") and a working capital deficiency of CA$910.8 million, which includes CA$842.5 million current portion debt. Based on the results of operations for the second quarter of 2017 the Company met three of four financial covenants contained in its Senior Credit Facility. But for the waiver, the Company would not have been in compliance with one of the financial covenants of the facility. The Senior Credit Facility matures on March 15, 2018 and has been classified as a current liability since March 15, 2017. The Company has obtained a waiver from the Senior Credit Facility lenders such that no event of default has occurred under the facility. The waiver covers the period to September 30, 2017 and requires the Company to deliver a financing plan to the Senior Credit Facility lenders for their approval prior to September 30, 2017. International Accounting Standard 1 requires all debt to be classified as a current liability where the Company does not have an unconditional right to defer settlement of the debt for at least twelve months after the relevant reporting period. Accordingly, even though no present event of default exists, all debt, which could, under any circumstances, be accelerated due to any potential action which could be taken by lenders prior to twelve months from June 30, 2017 must be classified as a current liability. Consequently, the second lien secured revolving credit facility, the senior unsecured notes, the convertible debentures, the junior credit facility and certain equipment loans are required to be classified as current liabilities as of June 30, 2017. On July 31, 2017 the Company closed a $20.0 million bridge loan financing ("Bridge Loan") with affiliates of its two major shareholders. The Bridge Loan matures on the earlier of Oct. 15, 2017 or the date the Company secures additional financing. The Company is reviewing its mine plans and its capital requirements as a result of lower than expected metal production in the first half of 2017. This review may require the Company to secure additional financing or request extension of the maturity dates of some of its debt. There can be no assurance that adequate additional financing will be available on terms acceptable to the Company or at all or that the holders of the Company's debt will agree to extend maturity dates. This creates a material uncertainty that could have an adverse impact on the Company's financial condition and results of operations, and may cast significant doubt on the Company's ability to continue as a going concern. About Imperial Imperial is a Vancouver based exploration, mine development and operating company. The Company, through its subsidiaries, owns the Red Chris, Mount Polley and Huckleberry copper mines in British Columbia. Imperial also holds a 50% interest in the Ruddock Creek lead|zinc property in British Columbia. INDUSTRIAL TOOL: Hires Keith S. Smartt as Bankruptcy Counsel ------------------------------------------------------------ Industrial Tool & Die, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ the Law Office of Keith S. Smartt as counsel. The Debtor requires Mr. Smartt to: a. advise the Debtor as to its rights, duties and powers as a Debtor in Possession; b. prepare and file all necessary statements, schedules, and other documents and to negotiate and prepare one or more plans of reorganization for the Debtor; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. The Smartt firm will be paid at these hourly rates: Attorney $240 Paraprofessionals $75 The Debtor has paid to Mr. Smartt $15,000 for pre-petition services. Keith S. Smartt, Esq., at Law Office of Keith S. Smartt, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. The firm may be reached at: Keith S. Smartt, Esq. Law Office of Keith S. Smartt 113 E. Morford St. McMinnville, TN 37110 Tel: 931-473-3622 k E-mail: eith.smartt@smarttlaw.net About Industrial Tool & Die, Inc. Industrial Tool & Die, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tenn. Case No. 17-04515) on June 27, 2017. Keith S. Smartt, Esq., at the Law Office of Keith S. Smartt serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. INDUSTRIAL TOOL: Hires Rufus W. Gonder as Accountant ---------------------------------------------------- Industrial Tool & Die, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Rufus W. Gonder, CPA as accountant. The Debtor requires Gonder to perform general post-petition accounting services. Gonder will be paid at these hourly rates: Rufus W. Gonder, CPA $125 Staff $55 Rufus Gonder, CPA, assured the Court that he does not represent any interest adverse to the Debtor and its estates. Gonder may be reached at: Rufus W. Gonder, CPA PO Box 592 McMinnville, TN 37111 Tel: 931-473-6597 About Industrial Tool & Die, Inc. Industrial Tool & Die, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tenn. Case No. 17-04515) on June 27, 2017. Keith S. Smartt, Esq., at the Law Office of Keith S. Smartt serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. JRD CONTRACTING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- JRD Contracting & Land Clearing, Inc. 17-03032 P.O. Box 623 Camden, AL 36726 JRD Contracting, Inc. 17-03034 P.O. Box 623 Camden, AL 36726 Business Description: The Debtors specialize in highway and street construction. Chapter 11 Petition Date: August 14, 2017 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Debtors' Counsel: Robert M. Galloway, Esq. GALLOWAY, WETTERMARK, EVEREST & RUTENS, LLP P.O. Box 16629 Mobile, AL 36616-0629 Tel: (251) 476-4493 E-mail: bgalloway@gallowayllp.com Estimated Estimated Assets Liabilities (,000) (,000) ---------- ----------- JRD Contracting & Land Clearing $500-$1,000 $1,000-$10,000 JRD Contracting, Inc. $100-$500 $100-$500 The petitions were signed by John R. Dailey, Jr., president. JRD Contracting & Land Clearing's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alsb17-03032.pdf JRD Contracting, Inc.'s list of 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/alsb17-03034.pdf KEELER'S MEDICAL: Asks Court to Direct U.S. Trustee to Appoint PCO ------------------------------------------------------------------ Keeler's Medical Supply, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Washington to enter an order directing the U.S. Trustee to appoint a consumer privacy ombudsman in order to ensure that the sale of personally identifiable information pursuant to the Purchase and Sale Agreement is allowable under applicable Bankruptcy and non-Bankruptcy law. The Debtor has filed a motion to sell substantially all of its assets to Howard's Medical, Inc., pursuant to the terms of a written purchase and sale agreement dated on July 21, 2017. A portion of the assets which would be sold pursuant to the Agreement constitute customer lists, goodwill and patient medical records. The Debtor believes that the proposed sale proposed would involve the transfer of personally identifiable information. The Debtor claims that it has a number of written privacy policies in existence on the date of the bankruptcy filing. However, the Debtor does not believe that those written privacy policies would allow for the transfer of the personally identifiable information of its customers as called for by the Agreement. About Keeler's Medical Supply Keeler's Medical Supply, Inc., is a Washington corporation engaged in the business of selling and leasing medical supplies and equipment as well as providing services related to such medical supplies and equipment. Keeler's headquarters and principal place of business are located at 2001 West Lincoln Avenue in Yakima, Washington. Keeler's was formed in 1971. The common stock of Keeler's is owned as follows: (a) 91.35% by the Estate of Sharon Vetsch; (b) 6.51% by Charles E. Vetsch, Jr. (the President and Chief Executive of Keeler's); and (c) 2.14% by Clinton T. Vetsch. Keeler's Medical Supply filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 17-01849) on June 15, 2017, estimating assets of less than $50,000 and liabilities of $1 million to $10 million. The petition was signed by Charles Vetsch, president. Roger William Bailey, Esq., at Bailey & Busey PLLC, serves as the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. KGC HOMEOWNERS: Court Rules on WDM's Suit Dismissal Motion ---------------------------------------------------------- William Douglas Management, Inc. sought dismissal of the amended complaint filed by KGC Homeowners Inc. alleging breach of contract, negligence, and breach of fiduciary duty. The claims originate from an agreement dated July 16, 2012, entitled "Standard Management Agreement," under which WDM ostensibly managed the homeowner association of a condominium complex owned by KGC Homeowners and its unit owners, and the alleged breach of that agreement or duties promulgated thereunder. Upon deliberation, Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina (1) denied the motion to dismiss as to the breach of contract cause of action; (2) denied the motion as to the negligence cause of action; and (3) allowed the motion to dismiss as to the breach of fiduciary duty cause of action. The bankruptcy case is In re: KGC HOMEOWNERS, INC., Chapter 11, Debtor KGC HOMEOWNERS, INC., Plaintiff, v. WILLIAM DOUGLAS MANAGEMENT, INC. Defendant, Case No. 16-01062-5-JNC (Bankr. E.D.N.C.). The adversary proceeding is KGC HOMEOWNERS, INC., Plaintiff, v. WILLIAM DOUGLAS MANAGEMENT, INC. Defendant, Adv. Pro. No. 16-00139-5-JNC (Bankr. E.D.N.C.). A full-text copy of Judge Callaway's Order dated August 8, 2017, is available at https://is.gd/U3cvA3 from Leagle.com KGC Homeowners, Inc., Debtor, represented by Laurie B. Biggs, Stubbs & Perdue, PA, Blake Y. Boyette, Stubbs & Perdue, P.A., John H. Britton, Joseph Zachary Frost, Stubbs & Perdue, P.A., William H. Kroll, Stubbs & Perdue, P.A. & Trawick H. Stubbs, Jr., Stubbs & Perdue, P.A.. KGC Homeowners, Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 16-01062) on March 1, 2016. KING'S PEAK: Can Use Cash for August 2017 Expenses, Pay Proven -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado signed a Stipulated Second Interim Order, authorizing King's Peak Energy, LLC, to use cash collateral pursuant to the Budget and to pay critical vendor Proven Petroleum, Inc. The Court has also approved the Debtor's Second Interim Budget for the month of August 2017 projects total expenditures of approximately $305,544. The Debtor is prohibited to use Cash Collateral to pay for Forestry Service Bonds. Macquarie Bank Limited is granted replacement liens with the same priority and validity as its prepetition liens in the Debtor's postpetition assets, to the extent, but only to the extent, of any diminution in the value of said party's collateral as it existed on the date of the filing of Debtor's petition. To the extent that the Adequate Protection Liens prove to be insufficient, Macquarie Bank will be granted first priority superpriority administrative expense claims under Section 507(b) of the Bankruptcy Code with priority in payment over any other administrative expenses. The Debtor and Proven Petroleum will provide Macquarie Bank a Payment Report each week of the payments made to third parties by Debtor and/or Proven Petroleum on behalf of Debtor and to Proven Petroleum by the Debtor out of cash collateral. United Sales and Big West are also authorized to pay to the Debtor all proceeds from the sale of the Debtor's hydrocarbons. The Debtor's right to use cash collateral will terminate upon the earlier of: (a) Aug. 28, 2017, (b) the failure of John Teff to submit his written resignation as president of the Debtor and as well any and all other managerial control or authority as to the Debtor before Aug. 9, 2017; (c) the failure of the Debtor to move before Aug. 16, 2017, for appointment of a Chief Restructuring Officer, acceptable to Macquarie Bank, with delegated authority to oversee and pursue a sale process and/or to oversee the Debtor's reorganization efforts, if any, and (d) the default by the Debtor or Proven Petroleum under any terms of the order. A final hearing on Debtor's Motion for use of cash collateral will be held on Sept. 8, 2017, at 9:30 a.m. Any party in interest objecting to the entry of a final or extended interim order for the use of cash collateral must file a written objection on or before Aug. 25. A full-text copy of the Stipulated Second Interim Order, dated Aug. 8, 2017, is available at https://is.gd/7ma7pj About King's Peak Energy King's Peak Energy, LLC, is a corporation based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. King's Peak Energy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-16046) on June 29, 2017. Fred Soliz, manager and member, signed the petition. The Debtor estimated its assets and debt at $10 million to $50 million. Judge Elizabeth E. Brown presides over the case. Christian C. Onsager, Esq., and Andrew D. Johnson, Esq., at Onsager Fletcher Johnson, LLC, serve as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of King's Peak Energy, LLC as of July 31, 2017. KNIGHT ENERGY: DIP Financing Sets Plan and Sale Milestones ---------------------------------------------------------- Knight Energy Holdings, LLC, and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Western District of Louisiana (a) to use cash collateral and all other Prepetition Senior Credit Agreement Collateral of Cantor Fitzgerald Securities, as administrative agent and collateral agent, and (b) to obtain postpetition financing not to exceed $4,500,000 in the aggregate from Cantor Fitzgerald Securities, as administrative agent and collateral agent, with interest accruing at a fixed rate of 8.5% per annum. Borrowings under the DIP Financing may be made from the date of execution of the DIP Financing Agreement as follows: (a) during the Initial Funding Availability Period of up to $6 million, (b) during the Second Funding Availability Period of up to $1 million, and (c) during the Third Funding Availability Period of up to $3 million. The Debtors ask the Court to grant Cantor Fitzgerald and the DIP Lenders with superpriority administrative claims and automatically perfected priming liens, first priority liens, junior liens, and security interests to secure the obligations and indebtedness to the Cantor Fitzgerald and the DIP Lenders. The Debtors also ask the Court to grant Cantor Fitzgerald and the DIP Lenders with automatically perfected replacement liens and security interests and other adequate protection to the Prepetition Lenders and the Prepetition Agent with respect to their interests in the Prepetition Senior Credit Agreement Collateral In addition, the proposed DIP Financing sets forth, among other events of default, the following events as default, if: (i) The Debtors will fail to list for sale the Non-Core Collateral on or before Aug. 9, 2017, which includes: (1) the real property located at 2288 E. County Rd. 30-A, Santa Rosa Beach, FL, (2) the real property located at the SE Corner of Interstate Hwy. 40 and N. Cimarron Rd., Oklahoma City, OK; and (3) the real property located at 507 Park Road, Frierson, LA. (ii) The Debtors fail to file on or before Sept. 1, 2017, (1) a joint chapter 11 plan of reorganization with terms and conditions agreed upon by the Majority DIP Lenders on the terms agreed to in the RSA and Term Sheet, (2) a corresponding disclosure statement, and (3) the Disclosure Statement and Solicitation Motion; (iii) The Bankruptcy Court has not entered an order on or before Sept. 1, 2017 approving the DIP Financing in form and substance acceptable to the DIP Agent at the direction of the Majority DIP Lenders; (iv) The Bankruptcy Court has not entered an order in form and substance acceptable to the Majority DIP Lenders on or before Oct. 23, 2017 authorizing the Debtors' assumption of the Restructuring Support Agreement; (v) On or before Oct. 23, 2017, the Bankruptcy Court has not entered an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion; (vi) On or before 5 business days after entry of the order approving the Disclosure Statement and Solicitation Motion, the Debtors have not commenced solicitation on the Plan; (vii) The Bankruptcy Court has not commenced the Confirmation Hearing on or before Dec. 5, 2017; (viii) The Bankruptcy Court has not entered an order confirming the Plan on or before Dec. 8, 2017; or (ix) All conditions precedent to the Effective Date have not been satisfied or waived by Dec. 23, 2017. On the 11 U.S.C. Sec. 363 Sale Proceedings Initiation Date, the Events of Default will be replaced with following Events of Default: (a) on or before two days after the 363 Sale Proceedings Initiation Date, the Debtors have not issued a mutually-agreeable public press release announcing the 363 Sale process for the Assets, and from such date through the Auction, the Debtors have not provided any parties who execute the non-disclosure agreement access to the same virtual data-room that has been made available to the DIP Lenders; (b) on or before the date falling two days after the 363 Sale Initiation Date, the Debtors have not: (1) executed a Stalking Horse Agreement, and (2) filed a motion for the approval of the Stalking Horse Agreement and the bidding procedures; (c) on or before the date falling thirty days after the 363 Sale Proceedings Initiation Date, the Debtors have not obtained entry of the Bidding Procedures Order approving the Stalking Horse Agreement, and the Bidding Procedures and scheduling an auction and a sale hearing date to approve the 363 Sale; (d) on or before the date set in the Bidding Procedures Order, the Debtors have not: (i) held the Auction, or (ii) subject to the Bidding Procedures, canceled the Auction, and (iii) in either of cases (i) or (ii) declared a successful bidder for the Assets; and (e) on or before the date set in the Bidding Procedures Order, the Bankruptcy Court has not held the Sale Hearing and entered an order approving the terms of the 363 Sale; or (f) on or before Jan. 31, 2018, the closing of the 363 Sale has not occurred. Maturity date of the DIP Financing is the earliest to occur of: (a) Jan. 31, 2018; (b) Aug. 10, 2017, if the Bankruptcy Court has not entered the Interim DIP Order by the end of such date; (c) Sept. 1, 2017, if the Bankruptcy Court has not entered the Final DIP Order by the end of such date, (d) the effective date of the Acceptable Plan of Reorganization; (e) the consummation of a sale of all or substantially all of the Properties of the Debtors pursuant to Section 363 of the Bankruptcy Code; and (f) the acceleration of the Loans and the termination of the Commitments in accordance with the terms of the DIP Financing Agreement. The Debtors believe an immediate and orderly transition into Chapter 11 is critical to the viability of their operations and the success of the Chapter 11 cases. As such, the Debtors believe that emergency consideration is necessary and request that this Motion be heard at the Debtors' first day hearings. The Debtors request that the Court schedule the Final Hearing on the Motion no later than Sept. 1, 2017, and that the Court authorize the Debtors to enter into the DIP Financing on a final basis at such hearing. A full-text copy of the Debtors' Motion, dated Aug. 8, 2017, is available at https://is.gd/w0xZKo About Knight Energy Holdings Knight Energy Holdings, LLC, supplies rental equipment and services for drilling, completion and well control activities, serving a diverse base of oil and gas operators. Knight is a multi-basin service provider with operations in nine states. Its services are available to clients in the United States, including the Permian, Eagle Ford, San Juan, Bakken, Cotton Valley, DJ, Haynesville, Alaska, and the Gulf Coast. In the past, Knight Energy also provided services internationally in Norway, the Netherlands, Iraq, UAE, Australia, and Colombia. There are presently no international operations. Knight Energy currently employs approximately 330 employees spread throughout the 18 active locations. Knight Energy Holdings, LLC, formerly Knight Oil Tools, LLC and its affiliates filed Chapter 11 petitions (Bankr. W.D. La. Lead Case No. 17-51014) on Aug. 8, 2017. The petitions were signed by Kelley Knight Sobiesk, member, director. At the time of filing, Knight Energy Holdings' had $50 million to $100 million in estimated assets and $100 million to $500 million in estimated liabilities. The case is assigned to Judge Robert Summerhays. Heller, Draper, Patrick, Horn & Dabney, L.L.C. serves as bankruptcy counsel to the Debtors; and Gary L. Pittman and Opportune, LLP, serves as the crisis managers. Donlin, Recano & Company, Inc., is the claims, noticing & solicitation agent and maintains the site https://www.donlinrecano.com/Clients/knight/Index LA PALOMA: To Sell Electric Generating Facility to Pay Creditors ---------------------------------------------------------------- La Paloma Generating Company, and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated Aug. 2, 2017, referring to the Debtors' joint Chapter 11 plan for the Debtors. The Plan provides for (i) the sale of the Debtors' natural gas-fired, combined cycle electric generating facility located on an approximately 400-acre site in McKittrick, California, and other acquired assets to the entity that submits the highest or otherwise best offer for the acquired assets in accordance with a sale process established by the bid procedures court order, and (ii) the distribution of the cash proceeds, if any, from the sale and liquidation of the Debtors' remaining assets. The Debtors' remaining assets, which will be contributed to the Liquidating Trust, include (i) all cash in the Debtors' bank accounts that is not encumbered cash after the payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims and Allowed Other Secured Claims, (ii) the Remaining SunTrust Cash after the payment of any Allowed Other Secured Claim of SunTrust Bank, (iii) the Tax Refund Claims, (iv) any other Causes of Actions of the Debtors (except for any cause of action that is explicitly sold to the purchaser under the APA), and (v) any unencumbered assets remaining in the Debtors' estates after the sale. General Unsecured Claims of La Paloma, CEP La Paloma Operating Company, LLC, and La Paloma Acquisition Co, LLC, are impaired under the Plan. Pursuant to the Plan, each holder of an Allowed La Paloma General Unsecured Claim will receive, in satisfaction of the claim, its pro rata share of the beneficial interests in the Liquidating Trust entitling the holder to its pro rata share of the proceeds from the liquidation of the Liquidating Trust Assets, in accordance with the Liquidating Trust waterfall. A holder of an Allowed La Paloma General Unsecured Claim will be treated as exchanging the claim for a portion of the Liquidating Trust Assets (together with any applicable liabilities) in a taxable exchange under Section 1001 of the Code. Each holder of an Allowed La Paloma General Unsecured Claim should recognize gain or loss equal to the difference between (1) the sum of (x) the fair market value as of the Effective Date (or, in the event there are disputed claims in Classes 3, 4 or 5A, as of the date of distribution of the beneficial interests in the Liquidating Trust to the holder) of the Liquidating Trust Assets (net of any applicable liabilities) that are received or deemed received by the holder in exchange for the claim, and (2) the holder's adjusted tax basis, if any, in the claim. The gain or loss should be capital in nature so long as the Allowed La Paloma General Unsecured Claim is held as a capital asset and should be long-term capital gain or loss to the extent that the holder has a holding period in the debt obligation underlying the claim of more than one year. To the extent that a portion of the Liquidating Trust Interest received in exchange for an Allowed La Paloma General Unsecured Claim is allocable to accrued but unpaid interest, the holder of the claim may be required to recognize ordinary income. A holder of an Allowed La Paloma General Unsecured Claim receiving a Liquidating Trust Interest should recognize additional or offsetting gain or loss if, and to the extent that, the aggregate amount of Cash and the fair market value of any non-cash distributions from the Liquidating Trust ultimately received by the holder is greater than or less than the amount used in initially determining gain or loss in accordance with the procedures described in Section VI.B(i). Pursuant to the Plan, each holder of an Allowed LPAC General Unsecured Claim or an Allowed CEP General Unsecured Claim will receive its pro rata share of the portion of the sale proceeds (if any) allocable to the assets of LPAC and CEP and the liquidation value of any other assets of LPAC or CEP, respectively, if any. A holder of an Allowed LPAC General Unsecured Claim or an Allowed CEP General Unsecured Claim will be treated as exchanging the claim for cash in a taxable exchange under Section 1001 of the Code. Accordingly, each holder of an Allowed LPAC General Unsecured Claim or an Allowed CEP General Unsecured Claim should recognize gain or loss equal to the difference between (i) the amount of cash received in exchange for claim and (ii) the holder's adjusted tax basis, if any, in the claim. The gain or loss should be capital in nature so long as the Allowed LPAC General Unsecured Claim or the Allowed CEP General Unsecured Claim is held as a capital asset and should be long-term capital gain or loss to the extent that the holder has a holding period in the debt obligation underlying the claim of more than one year. To the extent that a portion of the cash received in exchange for an Allowed LPAC General Unsecured Claim or an Allowed CEP General Unsecured Claim is allocable to accrued but unpaid interest, the holder of the claim may be required to recognize ordinary income. Subject to a budget reasonably acceptable to LNV, the Debtors' obligations under the Plan to pay Allowed Administrative Claims, Allowed Priority Tax Claims and Allowed Priority Non-Tax Claims will be paid from postpetition revenue and cash in the Debtors' bank accounts that is not encumbered cash. On the Effective Date, SunTrust will transfer and turn over to the Debtors the Remaining SunTrust Cash, after payment of the Allowed Other Secured Claims of SunTrust, for further distribution in accordance with the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb16-12700-543.pdf 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. MARBLES HOLDINGS: Hearing on Plan & Disclosures Set for Aug. 30 --------------------------------------------------------------- The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois has scheduled for Aug. 30, 2017, at 11:00 a.m. prevailing Central Time the hearing to consider the approval of Marbles Holdings, LLC, et al.'s disclosure statement and confirmation of the Debtors' plan of reorganization. Objections to the plan confirmation and approval of the Disclosure Statement must be filed by Aug. 25, 2017, at 5:00 p.m. prevailing Central Time. Responses to objections to plan confirmation and disclosure statement approval must be filed by Aug. 28, 2017, at 11:59 p.m. prevailing Central Time. Aug. 21, 2017, at 4:00 p.m. prevailing Central Time is established as the deadline by which the ballots must be received by the Debtors' tabulation agent, Garden City Group, LLC. About Marbles Holdings, LLC Marbles LLC is a privately held company engaged in the development, curating, wholesaling and retail sale of unique brain-stimulating games, puzzles, software, and books. Its principal place of business and principal office are located at 1918 North Mendell Street, Chicago, Illinois. Marbles Holdings, LLC, along with Marbles LLC and Marbles Brain Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 17-03309) on Feb. 3, 2017. Adelman & Gettleman LTD. serves as the Debtors' bankruptcy counsel, while Garden City Group LLC acts as noticing, claims and solicitation agent. The Debtors have also tapped Hilco IP Services LLC dba Hilco Streambank to help monetize its intellectual property, and Gordon Brothers Retail Partners, LLC in connection with the store closing sales at its retail stores. At the time of the filing, Marbles Holdings and Marbles LLC estimated assets of $1 million to $10 million and liabilities of $10 to $50 million. Marbles Brain Workshop estimated assets of less than $500,000 and liabilities of less than $50,000. On February 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP and Freeborn & Peters LLP serve as lead counsel and local counsel to the committee, respectively. Berkeley Research Group, LLC, is the financial advisor. Elise S. Frejka was appointed as consumer privacy ombudsman. No trustee or examiner has been appointed. MARYLAND ECONOMIC: S&P Ups 2015 Student Housing Bonds Rating to BB+ ------------------------------------------------------------------- S&P Global Ratings raised its long-term rating on Maryland Economic Development Corp.'s (MEDCO) series 2015 student housing refunding revenue bonds issued on behalf of Bowie State University project to 'BB+' from 'BB'. The outlook is stable. "The upgrade reflects our view of the project's stronger-than-expected maximum annual debt service coverage at 1.6x for fiscal 2016 and more than adequate projected coverage of 1.5x for fiscal 2017 while recent occupancy levels have been very strong at 100% in fall 2015 and 2016," said S&P Global Ratings credit analyst Ken Rodgers. The student housing project early in its life had some mismanagement, by its initial contract manager, and financial difficulties resulting in prior-year debt service coverage (DSC) covenant violations. However, due to strong oversight provided by MEDCO, direct management provided by Capstone On-Campus Management, LLC (the replacement manager), close collaboration with Bowie State University (BSU), and limited oversight by the University System of Maryland (USM or system) of which BSU is a member institution, all contributed some level of oversight and corrective action such that the project is now enjoying healthier demand and improved financial operations and DSC. S&P said, "The stable outlook reflects our belief that the project will maintain strong occupancy and financial operations resulting in healthy DSC consistent with management projections. "We would consider a positive rating action if project occupancy and DSC remained at healthy levels on a sustained basis and there was further evidence of an improved financial profile." MEDIFOCUS INC: UHY McGovern Hurley Casts Going Concern Doubt ------------------------------------------------------------ Medifocus Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of $1.57 million on $3.78 million of total sales for the year ended March 31, 2017, compared with net loss of $4.96 million on $4.53 million of total sales for the year ended March 31, 2016. The Company's independent accountants UHY McGovern Hurley, LLP, in Toronto, Canada, states that Medifocus, Inc.'s operating loss, negative working capital and accumulated deficit as at March 31, 2017, raise substantial doubt about its ability to continue as a going concern. At March 31, 2017, the Company had total assets of $3.14 million, total liabilities of $11.54 million, and $8.39 million in total stockholders' deficit. A full-text copy of the Form 20-F is available for free at: https://is.gd/kfPgYw About Medifocus Inc. Canada-based, Medifocus Inc. is in the business of developing and selling medical device systems that deliver precisely focused, microwave-generated heat to diseased tissue, thereby destroying or shrinking it. The Company owns over three technology platforms. The Endo-thermotherapy Platform is a catheter-based focused heat technology platform that utilizes natural body openings to deliver microwave thermotherapy to the diseased sites. The Prolieve Thermodilatation System for the treatment of Benign Prostatic Hyperplasia was developed based on the Endo-thermotherapy Platform. The Adaptive Phased Array (APA) Microwave Focusing Platform directs precisely focused microwave energy at tumor center to induce shrinkage or eradication of tumors without undue harm to surrounding tissue. MERRIMACK PHARMACEUTICALS: Posts $511.6 Million Net Income in Q2 ---------------------------------------------------------------- Merrimack Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to the Company of $511.56 million for the three months ended June 30, 2017, compared to a net loss attributable to the Company of $50.75 million for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported net income attributable to the Company of $481.87 million compared to a net loss attributable to the Company of $89.22 million for the six months ended June 30, 2016. "We have never been profitable and, as of June 30, 2017, we had an accumulated deficit of $472.9 million," the Company stated in the report. "Our loss from continuing operations before income tax expense was $59.9 million and $89.1 million for the three and six months ended June 30, 2017, respectively. Our loss from continuing operations was $51.6 million and $89.3 million for the three and six months ended June 30, 2016, respectively. We expect to continue to incur significant expenses and operating losses for at least the next several years. We expect to continue to incur significant research and development expenses in connection with our ongoing activities, particularly as we continue the research, development and clinical trials of our product candidates, including multiple simultaneous clinical trials for certain product candidates. Until such time, if ever, as we can generate sufficient product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, licensing arrangements and other marketing and distribution arrangements. We also could engage in discussions with third parties regarding partnerships, joint ventures, combinations or divestitures of one or more of our businesses as we seek to further the development of our research programs, improve our cash position and maximize stockholder value. There can be no assurance as to the timing, terms or consummation of any financing, collaboration, licensing arrangement or other marketing and distribution arrangement, partnership, joint venture, combination or divestiture. We may be unable to raise capital when needed or on attractive terms, which would force us to delay, limit, reduce or terminate our research and development programs. We will need to generate significant revenues to achieve profitability, and we may never do so." As of June 30, 2017, Merrimack had $213.45 million in total assets, $108.97 million in total liabilities and $106.50 million in total stockholders' equity. "This quarter's progress, with key hires to the executive team and advancements in the clinic, has reinforced Merrimack's refined corporate and clinical strategy. With a rich, biomarker-driven R&D pipeline, including data expected in 2018 for each of our lead assets -- MM-121, MM-141 and MM-310 -- and promising preclinical programs, we are well positioned to execute on our goals," said Richard Peters, M.D., Ph.D., president and chief executive officer. Merrimack continues to believe that its unrestricted cash and cash equivalents of $135.5 million as of June 30, 2017, together with the potential net milestone payments anticipated from Shire, will be sufficient to fund its planned operations into the second half of 2019. In April, Merrimack received a $575.0 million upfront cash payment from Ipsen in connection with its asset sale, from which Merrimack fully paid off $175.0 million of outstanding Senior Secured Notes due in 2022; paid a special cash dividend of $140.0 million to stockholders in May; and invested approximately $125.0 million into the further development of its streamlined oncology pipeline. Research and development expenses from continuing operations for the three months ended June 30, 2017, were $19.8 million, compared to $27.7 million for the three months ended June 30, 2016. This represents a decrease of $7.9 million primarily due to Merrimack's transition to a refocused clinical and preclinical pipeline and offset by a one-time charge related to stock-based compensation. General and administrative expenses from continuing operations for the three months ended June 30, 2017, were $14.8 million, compared to $8.1 million for the three months ended June 30, 2016. This represents an increase of $6.7 million, primarily due to costs associated with the transition following the asset sale, including legal expenses and stock-based compensation. Second Quarter and Recent Highlights Key events from the second quarter and more recently include: * Expansion of Merrimack's executive team with key appointments: -- Dr. Sergio Santillana, a medical oncologist and former chief medical officer at Ariad Pharmaceuticals with extensive industry experience leading a wide range of clinical development programs, as chief medical officer; -- Ellen Forest, an experienced human resources executive and former director of Human Resources at Baxalta, as Head of Human Resources; and -- Thomas Needham, a 25-year industry veteran, experienced dealmaker and former Senior Vice President of Business Development at C4 Therapeutics, as chief business officer. * Completion of enrollment in the Phase 2 randomized, double- blind, placebo-controlled CARRIE study of MM-141 in combination with standard of care in previously untreated patients with metastatic pancreatic cancer who have high serum levels of free IGF-1. MM-141 is an inhibitor of the PI3K/AKT/mTOR signaling pathway, targeting the IGF-1 and HER3 receptors. Merrimack expects to report data in the first half of 2018. Upcoming Milestones Merrimack anticipates the following upcoming clinical milestones: * Initiation this year of the SHERBOC trial, a Phase 2 randomized, double-blind, placebo-controlled clinical study of MM-121 added to standard of care in patients with heregulin positive, hormone receptor positive, HER2 negative metastatic breast cancer; * Top-line results in the first half of 2018 from the Phase 2 randomized, double-blind, placebo-controlled CARRIE study of MM-141 in combination with standard of care in previously untreated patients with metastatic pancreatic cancer who have high serum levels of free IGF-1; * Top-line results in the second half of 2018 from the Phase 2 randomized SHERLOC study of MM-121 added to standard of care in patients with heregulin positive non-small cell lung cancer; and * Safety data and the recommended Phase 2 dose in the second half of 2018 from the Phase 1 clinical study of MM-310 in patients with solid tumors. A full-text copy of the Form 10-Q is available for free at: https://is.gd/jdJDtJ About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $153.5 million on $144.3 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $147.8 million on $89.25 million of total revenues for the year ended Dec. 31, 2015. PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has negative working capital and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. MICROVISION INC: Requires More Capital to Continue as Going Concern ------------------------------------------------------------------- MicroVision, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $5.49 million on $1.45 million of total revenue for the three months ended June 30, 2017, compared with a net loss of $3.48 million on $4.15 million of total revenue for the same period in 2016. For the six months ended June 30, 2017, the Company listed a net loss of $11.14 million on $2.24 million of total revenue, compared to a net loss of $7.03 million on $7.86 million of total revenue for the same period in the prior year. The Company's balance sheet at June 30, 2017, reflected $29.91 million in total assets, $26.09 million in total liabilities, and a stockholders' equity of $3.82 million. The Company has incurred significant losses since inception. It has funded operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales, and licensing activities. At June 30, 2017, the Company had $17.7 million in cash and cash equivalents. Based on the Company's current operating plan that includes expected proceeds from a development contract signed in April 2017 with a major technology company, the Company anticipates that it has sufficient cash and cash equivalents to fund its operations through December 2017. The Company's receipt of proceeds under its April 2017 development contract is subject to its completion of certain milestones, and the Company can provide no assurance that such milestones will be completed. The Company will require additional capital to fund its operating plan past that time. The Company plans to obtain additional capital through the issuance of equity or debt securities, product sales and/or licensing activities. There can be no assurance that additional capital will be available to them or, if available, will be available on terms acceptable to the Company or on a timely basis. If adequate capital resources are not available on a timely basis, the Company intends to consider limiting its operations substantially. This limitation of operations could include reducing investments in its production capacities, research and development projects, staff, operating costs, and capital expenditures. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/rtaJso Redmond, Washington-based MicroVision, Inc., is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. NEOPS HOLDINGS: Has Interim OK to Obtain DIP Financing, Use Cash ---------------------------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut has entered another interim order authorizing NEOPS Holdings, LLC, et al., to (i) request extensions of credit under the DIP facility from AHM NEOPS Acquisition, LLC, of up to $440,000, with aggregate principal amount not to exceed $1.2 million at any one time outstanding upon the entry of a final court order; and (ii) use cash collateral. The DIP Lender 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. The DIP Lender is granted an allowed super-priority administrative expense claim in each of the cases and any successor cases for all DIP obligations. The Debtors may use Cash Collateral in accordance with the terms and provisions of the budget solely to meet payroll and, with the prior written consents required under the postpetition financing documents, to pay expenses critical to the preservation of the Debtors and their estates. The Debtors grant to the prepetition senior lender continuing valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interests in and liens on the DIP collateral. The Debtors grant to the prepetition junior lenders continuing, valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interests in and liens on the DIP collateral. The prepetition senior lender adequate protection liens will be junior only to the: (a) carve out; (b) DIP liens; (c) prepetition senior liens; and (d) permitted prior liens to the extent they were valid and properly perfected. The prepetition senior lender adequate protection liens will otherwise be senior to all other security interests in, liens on, or claims against any of the DIP collateral. The prepetition junior adequate protection liens will be junior only to the: (a) carve-out; (b) DIP liens; (c) prepetition senior liens; (d) prepetition senior lender adequate protection liens; (e) prepetition junior liens to the extent they were valid and properly perfected; and (f) permitted prior liens to the extent they were valid and properly perfected. The prepetition junior adequate protection liens will be senior to all other security interests in, liens on, or claims against any of the DIP collateral. As further adequate protection of the interests of the prepetition senior lender in the prepetition collateral against any diminution in value of interests in the prepetition collateral, the prepetition senior lender is granted an allowed super-priority administrative expense claim in each of the cases and any successor cases to the extent of any diminution in value. The final hearing to consider entry of the final court order and final approval of the DIP Facility was scheduled for Aug. 14, 2017, at 11:00 a.m. (Eastern Time). A copy of the Order is available at: http://bankrupt.com/misc/ctb17-31017-91.pdf 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. NEW ENGLAND MECHANICAL: Needs Cash for September 2017 Expenses -------------------------------------------------------------- New England Mechanical Coordination & Consulting, LLC, filed with the U.S. Bankruptcy Court for the District of New Hampshire a third motion for authorization to the continued use of $75,000 of cash collateral for a period of 30 days, subject to providing People's United Bank and/or the Internal Revenue Service and United States of America with the adequate protection. The Budget for the period between Sept. 1, 2017, and Sept. 30, 2017, limits the amount of cash collateral which the Debtor may spend during the use period to $54,460. It also shows, among other things, that: (a) The Debtor proposes to use $54,460 of its $65,950 in revenue to pay costs and expenses incurred in the ordinary course of business. (b) The Debtor will be able to pay the costs and expenses incurred in the ordinary course of business during the Use Period if it has the ability to spend the Maximum Amount. (c) The Debtor should have positive cash flow of $10,740.00 during the Use Period. The proposed order: (a) requires the Debtor to pay the IRS the sum of $1,800 on the 15th day of September 2017. (b) requires the Debtor to pay 1/12th of the annual premiums becoming due on its general or public liability and property damage insurance and keep such insurance policies in full force and effect. (c) grants to the IRS and each other record lienholder (other than People's United Bank) a replacement lien on the Debtor's Premises on which they hold a lien. A full-text copy of the Debtor's Third Motion, dated Aug. 8, 2017, is available at https://is.gd/z2KPPi A copy of the Debtor's Budget is available at https://is.gd/KS4SLe About New England Mechanical New England Mechanical Coordination & Consulting, LLC, d/b/a NEMC2, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-10133) on Feb. 3, 2017. The petition was signed by Michael A. Zyla, member. The Debtor disclosed $571,151 in total assets and $2.41 million in total liabilities. The case is assigned to Judge Bruce A. Harwood. The Debtor is represented by William S. Gannon, Esq., at William S. Gannon PLLC. NORTHERN CAPITAL: Case Summary & 9 Unsecured Creditors ------------------------------------------------------ Debtor: Northern Capital, Inc. 5256 S. Mission Rd. #905 Bonsall, CA 92003 San Diego Type of Business: Northern Capital Inc is a real estate Corporation licensed to practice in California. The Company's principal place of business is 1654 S. Mission Rd. Fallbrook CA 92028. Chapter 11 Petition Date: August 13, 2017 Case No.: 17-04845 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Laura S. Taylor Debtor's Counsel: Alan Vanderhoff, Esq. VANDERHOFF LAW GROUP 600 West Broadway, Suite 1550 San Diego, CA 92101 Tel: (619) 299-2050 Fax: (619)239-6554 E-mail: alan.vanderhoff@vanderhofflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Duane Urquhart, president. The Debtor's list of nine unsecured creditors is available for free at http://bankrupt.com/misc/casb17-04845.pdf NP HOLDINGS: Hearing on Plan Outline Approval Set for Sept. 7 ------------------------------------------------------------- The Hon. Jerrold N. Poslusny Jr. of the U.S. Bankruptcy Court for the District of New Jersey will hold a hearing on Sept. 7, 2017, at 10:00 a.m. to consider the adequacy of NP Holdings, LLC's disclosure statement referring to the plan of reorganization. Objections to the disclosure statement must be filed no later than 14 days prior to the hearing. Headquartered in Sea Isle City, New Jersey, NP Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 17-19083) on May 2, 2017, estimating its assets and liabilities at between $500,001 and $1 million each. David A. Kasen, Esq., at Kasen & Kasen serves as the Debtor's bankruptcy counsel. NUVERRA ENVIRONMENTAL: Incurs $19.6M Net Loss in Second Quarter --------------------------------------------------------------- Nuverra Environmental Solutions, Inc., and its subsidiaries filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common shareholders of $19.58 million on $41.53 million of total revenue for the three months ended June 30, 2017, compared to a net loss attributable to common shareholders of $41.92 million on $33.97 million of total revenue for the same period during the prior year. For the six months ended June 30, 2017, Nuverra reported a net loss attributable to common shareholders of $55.54 million on $80.76 million of total revenue compared to a net loss attributable to common shareholders of $69.14 million on $80.95 million of total revenue for the six months ended June 30, 2016. As of June 30, 2017, Nuverra had $330.7 million in total assets, $554.9 million in total liabilities and a total shareholders' deficit of $224.2 million. Adjusted EBITDA from continuing operations for the second quarter was $2.1 million, an increase of $2.9 million compared with $(0.8) million in the first quarter of 2017. Second quarter adjusted EBITDA margin from continuing operations was 5.1%, compared with (2.0)% in the first quarter of 2017. The Company reported adjusted EBITDA from continuing operations of $0.3 million and an adjusted EBITDA margin from continuing operations of 0.9% in the second quarter of 2016. Year-to-date revenue was $80.8 million, a decrease of $0.2 million from $81.0 million for the same period in 2016. Although rig counts have increased in 2017 compared to those operating during the same period in 2016, there is a lag in revenue relative to newly added rigs, reactivating equipment, and rehiring drivers. Additionally, revenues in early 2016 were still influenced by higher rig counts at the end of 2015. These factors have led to revenue being nearly flat as compared to the same period in the prior year. YTD net loss from continuing operations was $55.5 million, or a loss of $0.37 per diluted share, compared with a loss of $67.9 million, or a loss of $1.42 per diluted share, for the same period in 2016. Excluding special items, YTD adjusted net loss from continuing operations was $43.2 million, or a loss of $0.29 per diluted share, compared with adjusted net loss from continuing operations of $55.9 million, or a loss of $1.17 per diluted share in 2016. The $12.4 million in YTD special items primarily included $15.2 million for capital reorganization costs and $1.0 million in legal and professional fees, partially offset by a $4.0 million gain on the change in fair value of the derivative warrant liability. Additionally, special items included the gain on the sale of underutilized assets and stock-based compensation expense. YTD adjusted EBITDA from continuing operations was $1.3 million, a decrease of 28.9% when compared with the same period in 2016. Adjusted EBITDA margin for the 2017 YTD period was 1.7%, compared with 2.3% in 2016. Net cash used in operating activities from continuing operations for the six months ended June 30, 2017 was $13.3 million, while capital expenditures net of asset sales from continuing operations provided cash of $0.7 million. For the six months ended June 30, 2017, free cash flow (defined as net cash used in or provided by operating activities, less purchases of property, plant and equipment net of proceeds received from sales of property, plant and equipment) was negative at $(12.6) million, compared with negative free cash flow of $(8.7) million during the six months ended June 30, 2016. As of June 30, 2017, total debt outstanding was $519.9 million, including $40.4 million under our 9.875% Senior Notes due 2018, $357.1 million under our 12.5%/10.0% Senior Secured Second Lien Notes due 2021, $80.7 million under a term loan, $24.4 million under a debtor in possession revolving credit facility, $7.5 million under a debtor in possession term loan, $9.8 million in capital leases for vehicle financings and a note payable for the purchase of the remaining interest in Appalachian Water Services, LLC. A full-text copy of the Form 10-Q is available for free at: https://is.gd/QmwEwm About Nuverra Environmental Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental Solutions and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. The Hon. Kevin J. Carey presides over the cases. The Bankruptcy Court approved Nuverra Environmental Solutions' Disclosure Statement and concurrently confirmed its Amended Prepackaged Chapter 11 Plan of Reorganization on July 25, 2017. Shearman & Sterling LLP serves as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP and Shearman & Sterling LLP is the Debtors' co-counsel. AP Services, LLC, is the Debtors' restructuring advisor. Lazard Freres & Co. LLC and Lazard Middle Market LLC is the investment banker. Prime Clerk LLC is the claims and noticing agent. On May 19, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. As of July 2017, David Hargreaves has resigned from the Committee. Kilpatrick Townsend & Stockton LLP is counsel and Batuta Capital Advisors LLC is financial advisor to the committee. Landis Rath & Cobb LLP serves as Delaware counsel. OCALA FUNDING: Trustee Selling Mortgage Loans to ABS for $16M ------------------------------------------------------------- Neil F. Luria, as Litigation Trustee for the Ocala Funding Litigation Trust, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale, on a servicing released basis, of mortgage loans to ABS Loan Trust II for $15,896,772. Objections, if any, must be filed within 21 days from the date of proof of service. The Debtor, through the Trustee, entered into Mortgage Loan Purchase and Sale Agreement with ABS for the sale and purchase, on a servicing released basis, the Mortgage Loans. The Purchaser has deposited with the Escrow Agent $1,589,677 as a deposit to be held and disbursed in accordance with the terms of the Agreement. The salient terms of the Agreement are: a. The sale of the Mortgage Loans is on a servicing released basis; b. The Purchaser may assign the Agreement with the consent of the Trustee, provided that such consent will not be unreasonably withheld if the assignment is to an affiliate of Purchaser; c. The Initial Purchase Price is $15,896,772; d. The Initial Purchase Price will be reduced for each Excluded Mortgage Loan; e. No adjustment will be made to the Purchase Price if any Mortgage Loan becomes a Nonperforming Mortgage Loan prior to the Closing Date; f. The sale of the Mortgage Loans is conditioned upon (i) the consent of Deutsche Bank AG, London Branch and BNP Paribas US Wholesale Holdings Corp (formerly known as BNP Paribas North America, Inc.), successor by merger to BNP Paribas Mortgage Corp. ("Beneficiaries"), for whose benefit the Litigation Trust holds the Mortgage Loans, and (ii) the entry of a Final Order by the Court approving the sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Ocala_Funding_437_Sales.pdf Pursuant to Article XIII. I. of the Plan, the Trustee believes that neither notice to others nor an order of the Court is required in order to sell the Mortgage Loans to the Purchaser pursuant to the Agreement. However, as a condition to the closing under the Agreement, the Purchaser has required the Trustee to obtain an order from the Bankruptcy Court authorizing the sale of the Mortgage Loans to Purchaser. Because the post-Effective Date sale of the Litigation Trust's assets is expressly provided for in to Article XIII. C. of the Plan, the sale constitutes a transfer under a confirmed plan, and is therefore not subject to tax under any law imposing a stamp tax, transfer tax or similar tax or fee. The Trustee asks an exception to nullify the stay imposed by Bankruptcy Rule 6004(h) and asks that the order approving the sale be effective and enforceable immediately upon entry, and in the absence of any stay pending appeal, the Seller and the Purchaser be permitted to close at any time, subject to the terms of the Agreement. The Beneficiaries have consented to the sale of the Mortgage Loans to the Purchaser pursuant to the Agreement. The Purchaser: ABS LOAN TRUST II c/o Marathon Asset Management One Bryant Park, 38th Floor New York, NY 10036 About Ocala Funding Orange, Florida-based Ocala Funding, LLC, a funding vehicle once controlled by mortgage lender Taylor Bean & Whitaker Mortgage Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-04524) in Jacksonville on July 10, 2012. Ocala Funding used to be the largest originator and servicer of residential loans. Ocala was created by Taylor Bean to purchase loans originated by TBW and selling the loans to third parties, Freddie Mac. In furtherance of this structure Ocala raised money from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp. and other financial institutions, as secured lenders through sales of asset-backed commercial paper. Ocala disclosed $1,747,749,787 in assets and $2,650,569,181 in liabilities as of the Chapter 11 filing. Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by Taylor Bean's former CEO Lee Farkas and other employees. Mr. Farkas is now serving a 30-year prison term for 14 counts of conspiracy and fraud for being the mastermind of a $2.9 billion bank fraud. Mr. Farkas allegedly directed the sale of more than $1.5 billion in fake mortgage assets to Colonial Bank and misappropriated more than $1.5 billion from Ocala. TBW's bankruptcy also caused the demise of Colonial Bank, which for years was TBW's primary bank. TBW and its joint debtor-affiliates confirmed their Second Amended Joint Plan of Liquidation on July 21, 2011, and the TBW Plan became effective on Aug. 10, 2011. The TBW Plan established the TBW Plan Trust to marshal and distribute all remaining assets of TBW. Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust, signed the Chapter 11 petition of Ocala. Ocala holds 252 mortgage loans with an unpaid balance of $42.3 million as of May 31, 2012. The Debtor also holds five "real estate owned" properties resulting from foreclosures. The Debtor also holds $22.4 million in proceeds of mortgage loans previously owned by it that are on deposit in an account in the Debtor's name at Regions Bank. It also has an interest in $75 million in cash, consisting of proceeds of mortgage loans previously owned by the Debtor, that are in an account maintained by Bank of America, N.A. as prepetition indenture trustee for the benefit of the Noteholders. The Debtor also holds a claim in the current amount of $1.6 billion against the estate of TBW. The largest unsecured creditors include the Federal Deposit Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham & Taft LLP, owed $1,632,385. Judge Jerry A. Funk presides over Ocala's case. Proskauer Rose LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's counsel. Neil F. Lauria at Navigant Capital Advisors, LLC, serves as the Debtor's Chief Restructuring Officer. Ocala implemented a Chapter 11 plan in July 2013 to carry out an agreement reached before bankruptcy with holders of almost all of its $1.5 billion in secured and $800 million in unsecured claims. The plan created a trust to prosecute lawsuits on behalf of creditors with more than $2.5 billion in claims. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Lee Farkas, the former chairman, was sentenced in June to 30 years in federal prison after being convicted on 14 counts of conspiracy and bank, wire and securities fraud in what prosecutors said was a $3 billion scheme involving fake mortgage assets. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. Unsecured creditors were expected to receive 3.3% to 4.4% under a Chapter 11 plan approved in July 2011. OLD FASHION BUTCHER: Has Cash Use Agreement From Lender ------------------------------------------------------- Old Fashion Butcher Shop Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York, of the Stipulation and Agreed Order authorizing the Debtor to continue to use Itria Ventures' collateral in the operations of its business, made by and between the Debtor and Itria Ventures LLC. The Debtor has previously entered into a Future Receivables Sale Agreement, whereby the Debtor sold $125,000 of its future accounts receivable to Itria Ventures for the sum of $100,000. Pursuant the Agreement, the Debtor granted to Itria Ventures a first priority continuing security interest in its Future Accounts Receivable. Subsequently, Itria Ventures had made additional advances to the Debtor under the Agreement. As of the Petition Date, the Debtor is indebted and liable to Itria Ventures in the approximate aggregate principal amount of $116,029. The Debtor and Itria Ventures have agreed on the Debtor's use of collateral and the postpetition liens. Itria Ventures is granted replacement liens and security interests in the post-petition property of the Debtor, including the proceeds thereof. Such replacement lien will have the same nature and have the same extent, validity and order of priority, as the liens and security interests of Itria Ventures that existed on the Petition Date. The replacement lien is subject to a carve-out for: (a) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee; and (b) the reasonable fees and expenses of a chapter 7 trustee and professionals not to exceed $10,000. Pursuant to the terms of the prepetition agreement, the Debtor will continue to perform on a daily basis with payment of 12% of credit cards and EBT charges or $595.24 per business day (whichever is greater). The Debtor will also commence payment of an additional 3% of credit cards and EBT charges per business day to cover the post-petition delinquency or shortfall accumulated due to the bankruptcy filing. Such payments will continue until such shortfall is fully paid in the amount not less than $149 per business day. The Debtor and Star Natural Meats LLC agree that these payments will include credit card charges and EBT charges process through Star Natural Meats, pursuant to the terms of the prepetition agreements. The Debtor and Star Natural Meats also agree that they will provide Itria Ventures an accounting of postpetition receipts from the Debtor and Star Natural Meats, upon which the postpetition shortfall will be calculated. In addition, the Debtor agrees to maintain the collateral including documents and electronic information supporting the collateral in good condition and to maintain insurance on the business and collateral in an amount equal to the pre-petition indebtedness and will maintain such insurance coverage during the pendency of the case. A full-text copy of the Proposed Stipulation and Agreed Order, dated Aug. 8, 2017, is available at https://is.gd/IqBUT5 Itria Ventures, LLC, is represented by: Mimi Stein, Esq. Chuhak & Tecson PC 30 South Wacker Drive Chicago, IL 60606 Phone: 312-855-6109 - and - Michael Moskowitz, Esq. Weltman & Moskowitz, LLP 270 Madison Avenue, Suite 1400 New York, NY 10016-0601 Phone: 212-684-7800 About Old Fashion Butcher Shop Old Fashion Butcher Shop Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-41006) on March 2, 2017. The petition was signed by Ioannis Kukularis, vice-president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor's attorney is Corash & Hollender, PC. Its accountant is At Tax Accounting Solutions Corp. No trustee has been appointed, and no committee has been formed or appointed. PAC ANCHOR: U.S. Trustee Forms 2-Member Committee ------------------------------------------------- Peter C. Anderson, U.S. Trustee for the Central District of California, on Aug. 10 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Pac Anchor Transportation, Inc. The committee members are: (1) Juan Francisco Rodriguez 8644 San Carlos Avenue South Gate, CA 90280 Tel: (310) 505-6818 (2) Carlos Mosquera 4134 West 135th Street, Unit B Hawthorne, CA 90250 Tel: (424) 456-0483 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 Pac Anchor Transportation Pac Anchor Transportation, Inc., consisting of the merger of Pac Anchor Transportation, Inc., and Green Anchor Lines, Inc., is a trucking company located in Wilmington, California, that provides trucking services throughout the western United States. Pac Anchor filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-18213) on July 6, 2017. The Debtor is represented by David R. Haberbush, Esq., Vanessa M. Haberbush, Esq., and Lane K. Bogard, Esq., at Haberbush & Associates, LLP, serve as the Debtor's bankruptcy counsel. PACIFIC DRILLING: Liquidity Constraints Raise Going Concern Doubt ----------------------------------------------------------------- Pacific Drilling S.A. filed its quarterly report on Form 6-K, disclosing a net loss of $138.07 million on $67.07 million of revenues for the three months ended June 30, 2017, compared with a net income of $8.23 million on $203.71 million of revenues for the same period in 2016. For the six months ended June 30, 2017, Pacific Drilling listed a net loss of $237.91 million on $172.58 million of revenues, compared to a net income of $5.72 million on $409.09 million of revenues for the same period in the prior year. The Company's balance sheet at June 30, 2017, showed $5.61 billion in total assets, $3.17 billion in total liabilities, and a stockholders' equity of $2.43 billion. Market conditions in the offshore drilling industry in recent years have led to materially lower levels of spending for offshore exploration and development by the Company's current and potential customers on a global basis while at the same time supply of available drillships has increased, which in turn has negatively affected its revenue, profitability and cash flows. As a result, the Company is engaged in discussions with all of its stakeholders, including its bank lenders under the 2013 Revolving Credit Facility and the SSCF and an ad hoc group of holders of the Company's capital markets indebtedness, regarding a restructuring of the Company's existing capital structure to be sustainable in the longer term. The Sixth Amendments modify or waive application of certain financial covenants for the fiscal quarters ending on March 31, 2017 and June 30, 2017. However, the Company expects that it will be in violation of the maximum leverage ratio covenant in its 2013 Revolving Credit Facility and its SSCF for the fiscal quarter ending on September 30, 2017. If the Company is unable to obtain waivers of such covenants or amendments to the debt agreements, such covenant default would entitle the Lenders to declare all outstanding amounts under such debt agreements to be immediately due and payable. Such acceleration would also trigger the cross-default provisions of the Company's 2017 Senior Secured Notes, the Senior Secured Term Loan B and the 2020 Senior Secured Notes. If the Company is unable to refinance its 2017 Senior Secured Notes prior to its maturity in December 2017, and refinance its 2018 Senior Secured Term Loan B and its 2013 Revolving Credit Facility prior to their maturity in June 2018, or complete a restructuring and current market conditions persist, the Company may not have sufficient liquidity to meet its debt obligations over the next year following the date of the issuance of these financial statements. As such, this condition gives rise to substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 6-K is available at: https://is.gd/xTPB6V Based in Luxembourg, Pacific Drilling S.A. is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. PAWN AMERICA: Plans to Pay $450K to Unsecured Creditors in 5 Years ------------------------------------------------------------------ Pawn America Minnesota, LLC, has proposed a Chapter 11 plan that would allow the company and its affiliate Pawn America Wisconsin, LLC to reorganize. The plan filed on August 10 with the U.S. Bankruptcy Court for the District of Minnesota also provides for the liquidation of another affiliate Exchange Street, Inc. According to the plan, all properties owned by Pawn America Minnesota and Pawn America Wisconsin prior to their bankruptcy filing will vest in the reorganized companies. Both companies will continue operating pawn and retail stores after the plan is approved by the court. The plan places unsecured claims against Pawn America Minnesota and Pawn America Wisconsin in Class C. The total amount of these claims is estimated at $4.5 million. Creditors holding Class C claims will receive their pro rata share of $450,000, paid in five annual installments of $90,000. The initial payment will be made on March 10 next year. Meanwhile, Exchange Street will be deemed to have transferred all of its assets to Pawn America Minnesota on the effective date of the plan. Pawn America Minnesota will liquidate all those assets and distribute the net proceeds to its senior lender TBK Bank, SSB and unsecured creditors. The bank will receive 80% of the proceeds while creditors holding Class D unsecured claims will receive the remaining 20%. If certain assets of Exchange Street are not liquidated by April 30 next year, Pawn America Minnesota will pay the book value of the remaining assets and distribute them to creditors of the company. Exchange Street will cease to exist as a corporation on the effective date of the plan. Creditors of Exchange Street holding Class D unsecured claims will receive their pro rata share of 20% of the net proceeds of the liquidation of the company's assets. These amounts will be paid no later than April 30 next year. Payments under the plan will be funded primarily from revenues generated by the liquidation of Exchange Street; the reorganized companies' ongoing operations; the infusion of capital in exchange for new equity; and access to the $1 million secured revolving loan to be provided by Capital Managers, LLC, according to the disclosure statement, which explains the companies' proposed joint plan of reorganization and liquidation. A copy of the disclosure statement is available for free at https://is.gd/vzg3jE About Pawn America Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is engaged in the business of retail sale of used merchandise, antiques, and secondhand goods. It currently operates 24 stores in Minnesota, Wisconsin, South Dakota, and North Dakota and employs more than 500 people. It also founded and operates Payday America, CashPass and MyBridgeNow. Pawn America Minnesota, LLC, d/b/a Pawn America, and its affiliates Pawn America Wisconsin, LLC, and Exchange Street, Inc. filed Chapter 11 petitions (Bankr. D. Minn. Lead Case No. 17-31145) on April 12, 2017. The petitions were signed by Bradley K. Rixmann, chief manager. At the time of filing, each of the Debtors estimated $10 million to $50 million in both assets and liabilities. Stinson Leonard Street LLP serves as bankruptcy counsel to the Debtors. BGA Management, LLC, is the Debtors' financial advisor. On April 25, 2017, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors. Foley & Mansfield, PLLP, is bankruptcy counsel to the committee. PEEKAY ACQUISITIONS: TLA's $30M Credit Bid to Open Oct. 25 Auction ------------------------------------------------------------------ Peekay Acquisitions, LLC, and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize bidding procedures and their asset and purchase agreement with TLA Acquisition Corp. in connection with the sale of substantially all assets for $30,000,000, subject to overbid. The Debtors have been actively marketing their assets since March 2016, the result of which is the proposed Stalking Horse APA. At the same time, their liquidity has grown tighter and tighter, thereby necessitating these Chapter 11 Cases and approval of the Bid Procedures. Although they have been marketing their assets for more than 17 months, the proposed Bid Procedures contemplate a marketing process in the Chapter 11 Cases and a bid deadline of Oct. 18, 2017. The Debtors believe that the marketing period, which will have spanned approximately 17 months prior to the Petition Date and approximately 9 weeks during the Chapter 11 Cases, is a reasonable and sufficient period to solicit bids on their assets. These marketing efforts will be sufficient to ensure the highest and best offer, particularly in light of the Debtors' limited financing options, ongoing cash needs and extensive, multi-year prepetition marketing efforts. Further, they believe that a delayed process likely would lead to the deterioration of the operating performance of the business and the value of their assets. The salient terms of the Stalking Horse APA are: a. Purchase Price: In consideration for the Acquired Assets, the Buyer will assume the Assumed Liabilities and $30,000,000 to be paid by Credit Bid pursuant to a dollar-for-dollar reduction of the Term Loan A Claims held by the Buyer. b. Purchase Price Allocation: No later than 45 days following the Closing, the Buyer will deliver to the Selling Entities an allocation of the Purchase Price (and the Assumed Liabilities) among the Acquired Assets. The Selling Entities agree to file all Tax Returns consistent with the Allocation unless otherwise required by applicable Law. The Court will not be required to apply the Allocation in determining the manner in which the Purchase Price should be allocated as between the Selling Entities and their respective estates. c. Acquired Assets: The Acquired Assets constitute substantially all of the Selling Entities' assets, including, without limitation: (i) all Cash; (ii) all Accounts Receivable; (iii) all Inventory, Merchandise, Display Merchandise, supplies and materials; (iv) all restricted cash deposits of the Selling Entities held by any party and relating to the Acquired Assets, all Credit Card Deposits, all royalties, advances, prepaid and deferred assets, security and other deposits, prepayments and other current assets; (v) Non-Real Property Contracts, the Real Property Leases and the Additional Assumed Contracts; (vi) all Seller IP; (vii) Assumed Purchase Orders; (viii) all items of machinery, equipment, supplies, furniture, fixtures, leasehold improvements and other tangible personal property and fixed assets; (ix) all books, records, information, files, data and plans, advertising and promotional materials and similar items; (x) all claims and causes of action; (xi) all goodwill associated with the Business or the Acquired Assets; (xii) all rights of the Selling Entities under non-disclosure or confidentiality, non-compete, or non-solicitation agreements; (xiii) all of the Permits related to the Acquired Assets; (xix) amounts of, or rights to, any insurance claims made or proceeds received in respect of Acquired Assets or Assumed Liabilities; (xv) all rights under or arising out of insurance policies in respect of the Business or the Acquired Assets; (xvi) any rights, demands, claims, credits, allowances, rebates and rights of setoff arising out of or relating to any of the Acquired Assets; (xvii) all telephone and facsimile numbers, web sites, web domain names and addresses; (xviii) all rights of the Selling Entities' in and to the company headquarters location and all warehouse and distribution facilities; and (xix) all other assets related to, used in connection with, or necessary for the ownership, operation and management of the Acquired Assets, the Business, and the Stores. d. Assumed Liabilities: The Assumed Liabilities are limited to: (i) the Liabilities arising solely and directly under the Assumed Contracts from and after the date assumed and assigned to Buyer; (ii) the Liabilities arising solely and directly under the Assumed Purchase Orders; (c) all Taxes to the extent expressly payable by the Buyer; (d) all Consumer Liabilities; (e) the Allowed 503(b)(9) Claims, if any, up to the 503(b)(9) Claim Cap; and (f) Liabilities solely and directly with respect to Transferred Employees arising on and after the Closing Date. e. Cure Payments: Prior to the Auction, the Buyer will determine Assigned Contracts, subject to removal of Assigned Contracts by Buyer prior to Closing. The Selling Entities will promptly pay all Cure Amounts in connection with such assumption and assignment of the Assigned Contracts. The Selling Entities will also promptly pay all Cure Amounts in connection with the assumption and assignment of any Additional Assumed Contracts. f. Closing: The closing of the sale of the Acquired Assets and the assumption of the Assumed Liabilities will take place remotely via the exchange of documents and signatures no later than the second Business Day following the date on which the conditions set forth in Article 8 of the Stalking Horse APA have been satisfied . g. Good Faith Deposit: No deposit is required of the Stalking Horse Bidder. However, a good faith deposit is required for all other Qualified Bidders as set forth in the Bid Procedures. h. Terms: Free and clear of all Encumbrances i. Relief from Bankruptcy Rule 6004: The Stalking Horse APA requires the Closing to within 80 days following the Petition Date. Accordingly, the Debtors request that the Bankruptcy Court waive the 14-day stay period under Bankruptcy Rule 6004(h). The salient terms of the Bidding Procedures are: 1. Credit Bid Cap: The Stalking Horse Bidder's Credit Bid will not exceed $31 million. 2. Minimum Initial Bid: The aggregate sum of (i) the Stalking Horse bid, plus (ii) the initial overbid amount of $100,000 (i.e., $30,100,000) 3. Qualified Bidder Deposit: 10% of the Minimum Initial Bid 4. Bid Deadline: Oct. 18, 2017 at 12:00 p.m. (ET) 5. Auction: The Auction will commence at 10:00 a.m. (ET) on Oct. 25, 2017 at the offices of Landis Rath & Cobb, LLP, 919 Market Street, Suite 1800, Wilmington, Delaware. 6. Baseline Bid: The highest Qualified Bid received by the Bid Deadline 7. Minimum Overbid Increment: $100,000 8. Sale Hearing: The Sale Hearing will be conducted by the Bankruptcy Court on a date and time to be determined. 9. Sale Objection Deadline: 4:00 p.m. (ET) on the date that is seven days prior to the Sale Hearing. A copy of the Stalking Horse APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Peekay_Acquisition_26_Sales.pdf The Stalking Horse Bidder is a Qualified Bidder, and the Stalking Horse APA is a Qualified Bid. The Stalking Horse Bidder, or its designee or assignee, is entitled to credit bid all or a portion of its secured claims against the Debtors, without otherwise complying with the Bid Procedures, to the fullest extent permissible under Bankruptcy Code section 363(k). The Stalking Horse Bidder's Credit Bid will not exceed the Credit Bid Cap. The Debtors ask, upon and in connection with the Closing, to change their corporate names and the caption of these Chapter 11 Cases, consistent with applicable law. They will file a notice of change of case caption, containing the new caption and the proposed new corporate names of the Debtors, within 10 business days of the Closing, and the change of case caption for these Chapter 11 Cases will be deemed effective as of the Closing. Within five business days of the Petition Date, the Debtors will provide the Stalking Horse Bidder the Contract Schedule. No later than 15 days prior to the Sale Hearing, they will serve the Cure Notice on the non-Debtor counterparties to all Contracts on the Contracts Schedule. Contract Objection Deadline is 4:00 p.m. (ET) on the date that is seven days prior to the Sale Hearing. Prior to the Petition Date, the Debtors were in default of their obligations under the Prepetition Financing Agreement. In light of their deteriorating cash position and lack of realistic stand-alone restructuring options, the Debtors have determined, in the exercise of their reasonable business judgment, that the most effective way to maximize the value of their estates for the benefit of their constituents is to sell the Acquired Assets pursuant to Bankruptcy Code section 363 to the highest otherwise best bid. The Debtors further ask the Court to waive the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). The Purchaser: TLA ACQUISITION CO. c/o Chatham Capital 1230 Peachtree Street NE, Suite 1750 Atlanta, GA 30309 Attn: Jeffrey Hagar Telephone: (770) 618-2115 E-mail: jh@chathamcapital.com The Purchaser is represented by: Steven J. Reisman, Esq. Shaya Rochester, Esq. Joshua Geller, Esq. CURSTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue, 35th Floor New York, NY 10178 Telephone: (212) 696-6065 (212) 696-6037 (212) 696-6953 Facsimile: (212) 697-1559 E-mail: sreisman@curtis.com srochester@curtis.com jgeller@curtis.com About Peekay Acquisition Headquartered in Auburn, Washington, Peekay -- http://www.loverspackage.com-- is a specialty retailer of a broad selection of lingerie, sexual health and wellness products and accessories. Peekay's mission is to provide a warm and welcoming retail environment for individuals and couples to explore sexual wellness. Peekay currently owns and operates 47 retail stores across six states under the brand names "Christals," "LoVerS," "ConReV" and A. "A Touch of Romance." Peekay Acquisitions, LLC and affiliates, each sought Chapter 11 protection on (Bankr. D. Del. Case No. 17-11722(BLS)) on Aug. 10, 2017. The petitions were signed by Albert Altro, chief restructuring officer. Peekay Acquisition estimated its assets at between $10 million and $50 million and its debts at between $50 million and $100 million. Judge Brendan Linehan Shannon presides over the cases. Landis Rath & Cobb LLP serves as the Debtors' bankruptcy counsel. SSG Advisors, LLC, is the Debtors' investment banker. Traverse, LLC, is the Debtors' financial advisor. Rust Consulting/Omni Bankruptcy -- http://omnimgt.com-- Debtors' claims and noticing agent. The Debtors can be reached at: PEEKAY BOUTIQUES, INC. 901 W. Main Street, Suite A Auburn, WA 98001 Attn: Lisa Berman, CEO Telephone: (253) 351-5001 x 118 * E-mail: lisa@peekay.com PENINSULA AIRWAYS: Wants Authority to Use FNBA Cash Collateral -------------------------------------------------------------- Peninsula Airways, Inc., d/b/a PenAir, seeks authorization from the U.S. Bankruptcy Court for the District of Alaska for the use of its cash collateral for the expenses set forth in the proposed budget. The proposed budget provides total cash outflow in the aggregate sum of $7,661,430 covering the weeks ending Aug. 13 through Sept. 8, 2017. The Debtor believes that First National Bank Alaska is the only creditor holding a valid first position security interest in Debtor's cash collateral, and that no other creditor holds or claim to hold a security interest in Debtor's Cash Collateral. First National Bank has indicated its consent to the Debtor's use of cash collateral, but both parties desire an order of the Court which specifies the terms of such use, and which deals with the possibility of other creditors claiming a security interest in cash collateral. Among other things, the proposed Order provides that, in order to provide adequate protection to First National Bank for the Debtor's use of cash collateral, First National Bank will have a postpetition lien on Debtor's cash collateral, on all other postpetition assets of the Debtor including, without limitation, all assets of the Debtor in which First National Bank holds a valid perfected lien. The proposed order also provides that termination of the Order occurs on the earliest of the following (a) Sept. 3, 2017, or (b) entry of any order of the Court which amends or terminates the Order. A full-text copy of the Debtor's Motion, dated Aug. 8, 2017, is available at https://is.gd/thC4Xf About Peninsula Airways Founded in 1955 by Orin Seybert in Pilot Point, Alaska, PenAir is one of the oldest family owned airlines in the United States. It is Alaska's second largest commuter airline operating an extensive scheduled passenger and cargo service, as well as charter and medevac services, and also operates scheduled passenger service in several regions of the continental U.S. Its main base is Ted Stevens Anchorage International Airport, with other hubs located at Portland International Airport in Oregon, Boston Logan International Airport in Massachusetts and Denver International Airport in Colorado. PenAir currently has a code sharing agreement in place with Alaska Airlines with its flights operated in the state of Alaska as well as all of its flights in the lower 48 states appearing in the Alaska Airlines system timetable. Peninsula Airways, Inc., d/b/a PenAir, filed a Chapter 11 petition (Bankr. D. Alaska Case No. 17-00282) on Aug. 6, 2017. The petition was signed by Daniel P. Seybert, president. The case is assigned to Judge Gary Spraker. The Debtor is represented by Cabot C. Christianson, Esq., at the Law Offices of Cabot Christianson, P.C. At the time of filing, the Debtor estimated assets and liabilities ranging from $10 million to $50 million. POPI TRADING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Popi Trading Inc. dba Liner American Services NA 225 Broaday, Suite 2701 New York, NY 10007 Type of Business: Freight Transportation Arrangement Chapter 11 Petition Date: August 14, 2017 Case No.: 17-12246 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Debtor's Counsel: Jeremy S. Sussman, Esq. THE LAW OFFICES OF JEREMY S. SUSSMAN 225 Broadway, Suite 3800 New York, NY 10007 Tel: 646-322-8373 E-mail: sussman@sussman-legal.com Total Assets: $331,305 Total Liabilities: $2.15 million The petition was signed by Pablo J Silva, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-12246.pdf PRATT WELL: Plan Outline Okayed; Plan Hearing on Sept. 14 --------------------------------------------------------- Pratt Well Service, Inc., is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Robert Nugent of the U.S. Bankruptcy Court for the District of Kansas on Aug. 10, 2017, gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a Sept. 11 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. An evidentiary hearing to consider confirmation of the plan is scheduled for September 14. Under Pratt Well's latest plan, general unsecured creditors will not receive any payment. Payments under the plan will be made from net income generated from the company's oil and gas interests and the net income of Greenwood Resources, LLC, according to court filings. About Pratt Well Service Inc. Pratt Well Service Inc. is an oil and gas servicing company based in Pratt, Kansas. Pratt Well Service Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 16-11224) on June 30, 2016. The petition was signed by Kenneth C. Gates, president. The Debtor disclosed $7.47 million in assets and $4.94 million in liabilities. The case is assigned to Judge Robert E. Nugent. J. Michael Morris, Esq., at Klenda Austerman LLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Patton, Cramer & Laprad, Chtd. as accountant; and Hinkle Law Firm, LLC and Johnston, Eisenhauer, Eisenhauer & Lynch, LLC as special counsel. On June 27, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. PROVINCE GRANDE: High Court Says It Erred in PEM Entities Dispute ----------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that the U.S. Supreme Court admitted it erred in June when it took up the Province Grande Olde Liberty LLC dispute with PEM Entities LLC over whether debt used to finance the acquisition of a golf and residential real estate development was correctly recharacterized as equity after the original loan was sold to settle a foreclosure. According to Law360, the Supreme Court said it "improvidently granted" certiorari to a lender that purchased a $6.5 million defaulted loan for $1.2 million only to see the value of its claim against the Debtor decrease to $300,000 when the Bankruptcy Court ruled that it was actually an equity investment in the Debtor. Law360 recalls that the case was taken up by the justices after the Fourth Circuit affirmed the Bankruptcy Court's ruling. The justices dismissed the petition in their tersely worded corrective order last Thursday, the report says. About Province Grande Province Grande Olde Liberty, LLC, filed a voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-01563) on March 11, 2013. As of the date of the petition, the Debtor's principal asset consisted of developed and undeveloped land, divided into lots, in the Olde Liberty Golf and Country Club, a golf and single-family home development project in Franklin County, North Carolina. QUADRANT 4: Creditors' Panel Hires Amherst as Financial Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Quadrant 4 System Corporation seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to retain Amherst Partners, LLC as financial advisor for the Committee, retroactive to July 6, 2017. The Committee requires Amherst to: a. review and analysis of the Debtor's financial condition and the circumstances leading up to the current financial distress, current business plan, and operating metrics as a basis, in part, for evaluating the prospects for a financial recovery and viable plan of treatment for unsecured creditors; b. assist the Committee's review of the financial and cash flow projections and cash collateral budgets to evaluate the risks and opportunities represented or inherent therein; c. assist the Debtor and its professionals in marketing the Debtor's assets for sale, advise the Committee regarding the terms of any sales of assets or plans of reorganization or liquidation, and assist the Committee in negotiations with the Debtor, its secured creditors, and other parties in interest; d. review and/or assist in the analysis of potential chapter 5 recoveries (e.g., preferential transfers and fraudulent conveyances) and other related litigation; e. evaluate other assets and claims available to the unsecured creditors and their estimated value, if any; and f. assist the Committee and its counsel in developing strategies and related negotiations with the Debtor and other interested parties with respect to elements of the Debtor's treatment to the unsecured creditors or alternative proposals. Amherst will be paid at these hourly rates: Partners $400 Managing Directors $375 Directors $325 Associates $250 Accounting $150 Paraprofessional $100 Amherst will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheldon Stone, partner at Amherst Partners, 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. Amherst may be reached at: Sheldon Stone Amherst Partners, LLC 255 East Brown Street, Suite 120 Birmingham, MI 48009 Tel: 248.633.2135 E-mail: sstone@amherstpartners.com About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. Quadrant's principal executive offices are located in Schaumburg Illinois. The Company also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 System is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 System disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. Robert H. Steele, the CEO, signed the petition. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Chapter 11 case is assigned to Judge Jack B. Schmetterer. The Debtor's attorneys are Chad H. Gettleman, Esq. and Nathan Q. Rugg, Esq. at Adelman & Gettleman, Ltd. Silverman Consulting Inc., is the Debtor's financial consultants, and Livingstone Partners, LLC, is the investment banker. An official committee of unsecured creditors has been appointed in the Chapter 11 Case. QUADRANT 4: Creditors' Panel Hires Sugar Felsenthal as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Quadrant 4 System Corporation seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to retain Sugar Felsenthal Grais & Hammer LLP as counsel for the Committee, retroactive to July 6, 2017. The Committee requires Sugar Felsenthal to: a. advise the Committee on all legal issues as they arise; b. represent and advise the Committee regarding the terms of any asset sales or plans of reorganization or liquidation, and assist the Committee in negotiations with the Debtor, its secured creditors, and other parties in interest; c. investigate the Debtor's assets and pre-bankruptcy conduct, and investigate the validity, priority and extent of any liens asserted against the Debtor's assets; d. prepare all necessary pleadings, reports, and other papers on the Committee's behalf; e. represent and advise the Committee in all proceedings in this case; f. assist and advise the Committee in its administration; and g. provide other services as are customarily provided by counsel to a creditors' committee in cases of this kind. Sugar Felsenthal lawyers and paraprofessionals who will work on the Debtor's case and their hourly rates are: Aaron L. Hammer, senior partner $795 Michael A. Brandess, partner $495 Jeffrey M. Goldberg, associate $325 Sugar Felsenthal professionals hourly rates: Senior partner $795 Associate $325 Paraprofessional $90-$275 Sugar Felsenthal will also be reimbursed for reasonable out-of-pocket expenses incurred. Aaron L. Hammer, Esq., partner at Sugar Felsenthal Grais & Hammer LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sugar Felsenthal may be reached at: Aaron L. Hammer, Esq. Sugar Felsenthal Grais & Hammer LLP 30 North LaSalle Street Chicago, IL 60602 Tel: 312.704.9400 Fax: 312.372.7951 About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. Quadrant's principal executive offices are located in Schaumburg Illinois. The Company also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 System is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 System disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. Robert H. Steele, the CEO, signed the petition. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Chapter 11 case is assigned to Judge Jack B. Schmetterer. The Debtor's attorneys are Chad H. Gettleman, Esq. and Nathan Q. Rugg, Esq. at Adelman & Gettleman, Ltd. Silverman Consulting Inc., is the Debtor's financial consultants, and Livingstone Partners, LLC, is the investment banker. An Official Committee of Unsecured Creditors has been appointed in the case. QUANTUM CORP: Reports $3.67 Million Net Loss for First Quarter 2018 ------------------------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.67 million on $116.9 million of total revenue for the three months ended June 30, 2017, compared to a net loss of $3.52 million on $116.3 million of total revenue for the three months ended June 30, 2016. As of June 30, 2017, Quantum Corp had $213.03 million in total assets, $331.03 million in total liabilities, and a total stockholders' deficit of $117.99 million. Quantum reported net income of $3.64 million on $505.3 million of total revenue for the year ended March 31, 2017, compared to a net loss of $76.39 million on $475.95 million of total revenue for the year ended March 31, 2016. "We continued to build on our momentum over the past year, growing total revenue year-over-year and generating non-GAAP net profit for the fifth consecutive quarter," said Jon Gacek, president and CEO of Quantum. "Although the total revenue increase was slight, branded revenue grew 3 percent. Other revenue highlights included year-over-year growth in scale-out tiered storage of 10 percent and another strong quarter for branded tape automation, devices and media sales. "We also announced StorNext 6, a major new release of our industry-leading scale-out file system and data management software, which recently began shipping. StorNext 6 will enable us to deliver greater value to customers and, we believe, help further broaden our market reach, along with several new partnerships we announced during the quarter. They include ecosystem partnerships with Veeam in data protection, Veritone in artificial intelligence and DataFrameworks in data visualization and management, as well as a strategic reseller partnership with Uniview in video surveillance. "As we look forward to the rest of fiscal 2018, we continue to be excited about the opportunity to grow total revenue, driven by expected scale-out tiered storage growth of at least 20 percent for the year. At the same time, we remain focused on generating profit and cash and are confident in our ability to manage our debt - including paying off our November 2017 convert - with existing resources. "In addition, our newly constituted board of directors has launched a number of strategic initiatives and is working closely with the management team to implement various work streams, with the goal of improving long-term growth, recurring revenue and profitability. As part of this work, we are in the process of engaging a top-tier consulting firm which we expect will help the company to identify and deliver improvements in the operating characteristics of the business over the next six to 12 months, including accretive contributions to non-GAAP earnings. We plan to update investors on a quarterly basis regarding the progress of this important initiative." Fiscal First Quarter Business Highlights * Quantum announced new, unique integration with Veeam for DXi deduplication appliances and Quantum's latest Scalar tape storage platform to deliver more robust data protection for virtual environments. These integrated solutions make it easier for Veeam customers to deploy "3-2-1 data protection" best practices - storing at least three copies of data on two different types of media with one backup copy off-site - to guard against data loss, localized disaster and ransomware. * The company has established a strategic relationship with Veritone Inc., a leader in cognitive analytics. Veritone aiWARE a hybrid on-premise and cloud version of Veritone's best-in- class, cloud-based artificial intelligence platform will be offered as an integrated solution with StorNext. This combination will allow users to leverage the power of Veritone's analytics, along with top cognitive engines, to extract new value from their on-premise video and audio content without having to move it to the cloud. * Under another new partnership, Quantum has integrated DataFrameworks ClarityNow software with its Xcellis scale-out storage and Artico archive appliances, providing increased visibility into usage and other intelligence regarding large unstructured data. Through deeper insight into their data, users with highly demanding storage environments which can include hundreds of storage nodes, dozens of file systems and multiple different vendors will now be able to scan, organize, access and migrate their data much more easily and efficiently to meet their business or mission objectives. * The company announced that Zhejiang Uniview Technologies Co. Ltd., one of the top three video surveillance system integrators in China, has agreed to become a Quantum value-added reseller and strategic alliance partner. This alliance gives Quantum greater reach into what is expected to be the largest video surveillance market in the world by next year and also reflects the Company's focus on expanding its partnerships with global system integrators in video surveillance. * Further highlighting Quantum's emergence as a major player in video surveillance, the company won two prestigious awards for video surveillance storage at the ISC West 2017 Conference. The Security Industry Association (SIA) named Quantum's StorNext data management software as a category winner in the New Product Showcase (NPS), one of the top accolades for product innovation in the security industry. In addition, StorNext received the Platinum Govies Government Security award given by Security Today magazine, which honors outstanding government security products in a variety of categories. * In the media and entertainment market, Quantum's new StorNext 6 release garnered multiple honors at the 2017 NAB Show. Providing a unique combination of new advanced data management features and industry-leading performance, StorNext 6 won a NewBay Media Best of Show Award and Post Magazine "Post Pick." The NewBay Media award recognizes technologies for innovation, feature set, cost efficiency and performance in serving the industry, while the Post Pick award is given to a standout new product notable for its innovation. In addition, StorNext 6 was an IABM Game Changer Award finalist, selected not only for innovation but also for delivering significant operational and business benefits. A full-text copy of the Form 10-Q is available for free at: https://is.gd/29rKFd About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. REO HOLDINGS: Disclosures OK'd; Plan Hearing on Sept. 12 -------------------------------------------------------- The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee has approved amended disclosure statement in support of the Chapter 11 Trustee Eva M. Lemeh's plan of reorganization for Reo Holdings, LLC. A hearing to consider the confirmation of the Plan will be held on Sept. 12, 2017, at 9:00 a.m. Objections to the plan confirmation must be filed by Sept. 1, 2017. All ballots indicating acceptance or rejection of the Plan must be received by special counsel for the Trustee no later than 5:00 p.m. on Sept. 1, 2017. As reported by the Troubled Company Reporter on Aug. 11, 2017, the Chapter 11 Trustee filed with the Court an amended disclosure statement dated July 31, 2017, in support of the Chapter 11 Trustee's plan of reorganization, which proposed that Class 3C Allowed General Unsecured Claims be paid in full, without interest by the Distribution Date. About Reo Holdings LLC REO Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 16-10414) on Feb. 29, 2016. The Debtor is represented by Thomas Harold Strawn Jr., Esq. On May 6, 2016, the case was transferred to the U.S. Bankruptcy Court for the Middle District of Tennessee. On July 29, 2016, the bankruptcy court ordered the appointment of Eva M. Lemeh as trustee. The trustee hired Manier & Herod, P.C., as special counsel; and Alexander Thompson Arnold PLLC as accountant. On Feb. 29, 2016, Charles E. Walker, who owns a 50% interest in the Debtor, filed a voluntary petition for relief under Chapter 11 with the U.S. Bankruptcy Court for the Western District of Tennessee (Case No. 16-10413). On May 6, 2016, the case was transferred to the U.S. Bankruptcy Court for the Middle District of Tennessee. On Aug. 1, 2016, John C. McLemore was appointed to serve as the Chapter 11 trustee for Mr. Walker. ROBERT T WINZINGER: Wants to Use Cash Collateral to Pay Wages ------------------------------------------------------------- Robert T. Winzinger, Inc., asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use of cash collateral to pay payroll on Aug. 11, 2017 for wages earned between Aug. 1 and Aug. 7, 2017 -- the approximate amount of payroll is $17,000. The proposed Budget reflects total operating costs of approximately $143,767 during weeks ending Aug. 11 through Aug. 25, 2017. The Debtor submits that the only secured creditor that has a lien on cash collateral is Investors Bank, which is owed $2,991,424. The Debtor and Winzinger, Inc., a co-debtor, are both jointly and severally liable to Investors Bank on account of the $2,991,424 obligation. The Debtor proposes to make a payment of $11,906 to Investors Bank during the week of Aug. 18, 2017, which represents one half of the monthly payment due to investors Bank. The other half of the monthly payment will be made by Winzinger, Inc. The Debtor also proposes to continue to pay all necessary operating and administrative expenses associated with its business that have accrued post-petition, and to give Investors Bank a replacement lien on all post-petition receivables created. A full-text copy of the Debtor's Motion, dated Aug. 8, 2017, is available at https://is.gd/JjH9aO About Robert T. Winzinger Founded in 1960, Robert T. Winzinger, Inc. -- http://winzinger.com/ -- is a full-service contractor for roads, excavation, land development and demolition, utility and marine construction, and recycling technologies. Winzinger is certified as a W.B.E. with the NJ Dept. of Treasury - Division of Property Management & Construction; Licensed Contractor with City of Philadelphia; Small Business Enterprise with the City of Philadelphia; Small Business Enterprise with the State of New Jersey; Public Works Contractor with the State of New Jersey; Home Improvement Contractor with the State of New Jersey Division of Consumer Affairs; and Maintains a Certificate of Employee Report with the State of New Jersey. Robert T. Winzinger, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25972) on Aug. 7, 2017. The petition was signed by Audrey Winzinger, vice president, secretary, and treasurer. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Kathryn C. Ferguson. The Debtor is represented by David A. Kasen, Esq., at Kasen & Kasen. ROJESIE INC: Plan Outline Okayed; Plan Hearing on Oct. 4 -------------------------------------------------------- Rojesie Inc. is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Edward Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico on August 10 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." A court hearing to consider confirmation of the plan is scheduled for October 4. Objections and votes accepting or rejecting the plan must be filed no later than 14 days prior to the hearing. Under the restructuring plan, general unsecured creditors will receive 25.88% of their claims or $48,000, to be paid pro rata. Payments will start on October 15, 2021, according to court filings. About Rojesie Inc. Adjuntas, P.R.-based Rojesie, Inc., d/b/a Parador Villas Sotomayor, filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-08296) on Oct. 17, 2016, estimating assets and liabilities between $1 million and $10 million. The petition was signed by Jesus R. Ramos Puente, president. Judge Edward A. Godoy presides over the case. The Debtor is represented by Justiniano Law Offices. On June 21, 2017, the Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement. RONALD SCHERER: Sale of Columbus Property for $405K Denied as Moot ------------------------------------------------------------------ Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida denied as moot Ronald Earl Scherer, Sr.'s private sale of real property located at 4425 and 4427 Lowestone Road, Columbus, Ohio, to Michael P. Capraro for $405,000. A hearing on the Motion was held on Aug. 2, 2017. The contract for the sale of the Property free and clear of liens had been withdrawn. Ronald Earl Scherer, Sr., sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 17-02004) on March 29, 2017. The Debtor tapped James H. Monroe, Esq., at James H. Monroe, P.A. as counsel. ROTINI INC: Lawyer Must File Further Amended Rule 2016(b) Statement ------------------------------------------------------------------- Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia issued an order requiring Debtor Rotini, Inc.'s attorney to file a further amended rule 2016(b) statement. The debtor's attorney's amended Rule 2016(b) statement attaches a retention agreement, which raises the possibility that the prohibition on fee sharing in 11 U.S.C. section 504(a) with respect to compensation to be awarded in the case may be violated both as to post-petition work and prepetition work. The retainer agreement is silent regarding the basis upon which fees for prepetition work are to be shared, and Fed. R. Bankr. P. 2016(b) mandates a fuller disclosure in that regard, even if no fees will be sought from the estate regarding such work. In light of this, Judge Teel directs that within 21 days after entry of the order, the attorney shall supplement his amended statement to disclose the particulars of the agreement regarding sharing compensation for post-petition work (including explaining what the term share in compensation on a pro-rata basis in the retainer agreement means regarding fees awarded for post-petition services); and to disclose the particulars of the agreement regarding sharing compensation for prepetition work. Furthermore, within 14 days after the debtor's attorney complies with the foregoing, the U.S. Trustee (and any other party in interest) may file a memorandum addressing whether the debtor's attorney has fully complied with Fed. R. Bankr. P. 2016(b), the Court orders. The bankruptcy case is In re: ROTINI, INC., (Chapter 11), Debtor, Case No. 17-00270 (Bankr. D.C.). A full-text copy of Judge Teel's Memorandum Decision and Order dated August 8, 2017, is available at https://is.gd/lbqWXp from Leagle.com Rotini, Inc., Debtor In Possession, represented by Morgan Fisher -- bk@morganfisherlaw.com -- Law Offices of Morgan Fisher LLC. 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 Rotini Inc. Rotini, Inc. and TK Restaurant Management, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. D.C. Case Nos. 17-00270 and 17-00269) on May 6, 2017. Karen Kowkabi, president, signed the petitions. At the time of the filing, Rotini estimated assets of less than $50,000 and liabilities of $1 million to $10 million. TK Restaurant estimated assets of less than $50,000 and liabilities of less than $1 million. Judge S. Martin Teel, Jr. presides over the cases. Located in Washington, DC, Rotini Inc. is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is engaged in the restaurants business. It previously sought bankruptcy protection on June 14, 2013 (Bankr. D.C. Case No. 13-00380) and Sept. 23, 2014 (Bank. D. D.C. Case No. 14-00514). RUPARI FOOD: Government Can Sidestep Automatic Stay, Court Rules ---------------------------------------------------------------- Judge Gary S. Katzmann of the U.S. Court of International Trade has ruled that the U.S. government can bypass the automatic stay in Rupari Food Services Inc.'s bankruptcy case, Ryan Boysen, writing for Bankruptcy Law360, reports. According to Law360, Judge Katmann also ruled that the government can have a $2.8 million judgment entered against the Debtor for claims it cheated on customs taxes years ago. About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 20, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rupari Holding Corp. The Committee tapped Lowenstein Sandler LLP as lead bankruptcy counsel, Whiteford Taylor & Preston LLC, as Delaware counsel, and CohnReznick LLP and CohnReznick Capital Market Securities, LLC, as its financial advisor and investment banker. RWK ELECTRIC: Disclosures OK'd; Plan Hearing on Sept. 12 -------------------------------------------------------- The Hon. Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona has approved RWK Electric Co., Inc.'s disclosure statement dated June 14, 2017, referring to the Debtor's plan of reorganization dated June 14, 2017. The hearing to consider the confirmation of the Plan will be held on Sept. 12, 2017, at 10:00 a.m. Ballots accepting or rejecting the Plan must be submitted to the plan proponent by Sept. 5, 2017. The last day for filing written objections to confirmation of the Plan is Sept. 5, 2017. The written ballot report by the plan proponent will be filed by Sept. 7, 2017. The Troubled Company Reporter previously reported that under the plan, the Debtor will pay holders of Allowed Class IV Claims the sum of $30,300 over five years. The Debtor will pay the holders of Allowed Class IV Claims on the first Business Day that occurs 11 months after the Effective Date and every year thereafter for four years each Class IV Claimant's pro rata share of Allowed Class IV Claims. About RWK Electric Co. RWK Electric Co., Inc., is an Arizona corporation in the business of providing electrical services for commercial and residential properties. The Debtor's principal, Rodney Kawulok, started the business in Phoenix, Arizona in 1986. The Debtor is Small Business Enterprise-certified, and it has established an excellent reputation in the industry. The Debtor offers a wide range of electrical services including: (i) general service for commercial and residential properties; (ii) maintenance, configuration, and installation of low and high voltage (AC and DC) systems; and (iii) servicing and installing specialty systems, including fire and life safety systems, generators, and other backup power systems. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-14195) on Dec. 16, 2016. The petition was signed by Rodney W. Kawulok, president. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. presides over the case. Allen Barnes & Jones, PLC, represents the Debtor as counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. SABEMOS BEVERAGES: Asks Court to Appoint H. Grobstein as Trustee ---------------------------------------------------------------- Sabemos Beverages, LLC, d/b/a Sages Beverages, asks the U.S. Bankruptcy Court for the Central District of California to direct the appointment of a Chapter 11 trustee. As of the Petition Date, Howard B. Grobstein was serving as the State Court Receiver, having been appointed pursuant to a Stipulation entered into by and between the Debtor and its senior secured creditor, MBMJ Capital LLC, d/b/a Continental Business Credit on September 14, 2016. Pursuant to the terms of the Stipulation, the Receiver was given control of all of the Debtor's assets and authorized to operate the Debtor's business. The Debtor believes that as of the Petition Date, the Receiver has liquidated all of its assets and that the only remaining assets of value are litigation claims that the Debtor has against third parties. The Debtor notes that under the terms of the Receivership Order, upon the filing of a bankruptcy petition by one of the parties to the Stipulation, the Receiver is to comply with his obligations under Section 543 of the Bankruptcy Code and turn over all property of the Estate to the Debtor. Accordingly, as of the Petition Date the Receiver was relieved of his obligations as the receiver for the Debtor's Estate. The Debtor mentions that at the time of the entry of the Receivership Order, Kevin William Swadish was the Chief Executive Officer of the Debtor and was responsible for the Debtor's day-to-day operations. However, Mr. Swadish was removed as the CEO as of the entry of the Receivership Order. With the removal of Mr. Swadish as the CEO and the release of the Receiver, the Debtor requires a responsible party to take responsibility for the bankruptcy case and to oversee the enforcement of the Rights of Action and the filing of the Debtor's Plan of Liquidation. The Debtor believes that, given his background and familiarity with the Debtor's business and operations, Howard Grobstein is the appropriate choice for trustee of its estate. The Debtor asserts that the appointment of a Trustee is necessary to preserve any value of this Estate for the benefit of its unsecured creditors. About Sabemos Beverages Founded in 2010, Sabemos Beverages, LLC, doing business as Sage Beverages -- http://sagebeverages.com/-- is a wholesale distributor of distilled spirits, including neutral spirits and ethyl alcohol used in blended wines and distilled liquors. Sage offers brands like Lucky Buddha, BraceRo, Tavi Tequila, Cerveza Cucapa and Iron Fist. Sabemos Beverages filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-19529) on Aug. 3, 2017. The petition was signed by Leonardo R. Fernandez, Jr., authorized signatory. The case is assigned to Judge Deborah J. Saltzman. The Debtor is represented by Stuart I Koenig, Esq., at Leech Tischman Fuscaldo & Lampl, Inc. At the time of filing, the Debtor disclosed $17.06 million in total assets and $8 million in total liabilities. SEARS CANADA: Pensioners Want Plan Wound Up ------------------------------------------- Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy, reported that Sears Canada Inc. retirees are seeking to elevate pension claims in the retailer's insolvency proceeding, beginning what could be a contentious fight over assets with other creditors. According to the report, pensioners asked for a court order on Aug. 11 winding up Sears Canada's underfunded retirement plan, a step they have been urging the Financial Services Commission of Ontario to take since late 2014 as the company's fiscal health declined. The pension plan has an estimated C$267 million ($210 million) funding gap, with enough assets to pay only 81% of what is owed to retirees, the report related. Winding up the plan would crystallize the unfunded liability and elevate that claim against Sears Canada above the company's other unsecured creditors, the report said, citing the retirees' attorney, Andrew J. Hatnay, Esq., of Koskie Minsky LLP. A windup order would also dissociate the pension plan's existing assets from the Sears Canada bankruptcy, placing them beyond the reach of other creditors, Mr. Hatnay said in an interview, the report added. In that event, some benefits could become the responsibility of the FSCO's Pension Benefits Guarantee Fund, the Ontario government's safety net for private-sector retirement plans, the report said. The guarantee fund generally guarantees pension benefits for Ontario retirees and steps in to "top off" payments when retirement plans are wound up with insufficient assets in trust, the report further related. 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. SENTRIX PHARMACY: Hires Rappaport Osborne as Bankruptcy Counsel --------------------------------------------------------------- Sentrix Pharmacy and Discount, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Rappaport Osborne & Rappaport, PLLC as attorney, nunc pro tunc to July 19, 2017. The Debtor requires Rappaport Osborne to: a. give advice to the Debtor with respect to his powers and duties as a Debtor-in-Possession; b. advise the Debtor with respect to responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiation with creditors in the preparation of a plan. Kenneth S. Rappaport, Esq., at the law firm of Rappaport Osborne & Rappaport, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rappaport Osborne may be reached at: Kenneth S. Rappaport, Esq. Rappaport Osborne & Rappaport, PLLC 1300 N. Federal Highway, Suite 203 Boca Raton, FL 33432 Phone: 561-368-2200 Fax: 561-338-0350 About Sentrix Pharmacy and Discount, LLC Sentrix Pharmacy and Discount, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.Fla. Case No. 17-19073) on July 19, 2017. The Hon. Raymond B. Ray presides over the case. Rappaport Osborne & Rappaport, PLLC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Spencer Maklin, vice president. SHEPHERD UNIVERSITY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Shepherd University 3200 North San Fernando Road Los Angeles, CA 90065 Type of Business: Shepherd University -- http://www.shepherduniversity.edu-- was established in Los Angeles in August 1999 by Dr. Richard Cornel Rhee to serve the community in Southern California. Dr. Richard Cornel Rhee founded the school in collaboration with a faculty of outstanding scholars and professionals, envisioning the purpose of educating in nursing, music, information technology and theology at the current location. The Campus of Shepherd University consists of total 5.87 acres campus spaces; 83,600 square feet building and more than 325 parking spot, located in the section of Los Angeles near downtown. Chapter 11 Petition Date: August 14, 2017 Case No.: 17-19964 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Sheri Bluebond Debtor's Counsel: Jaenam J Coe, Esq. LAW OFFICES OF JAENAM COE, PC 3731 Wilshire Bl Ste 910 Los Angeles, CA 90010 Tel: 213-389-1400 Fax: 213-387-8778 E-mail: coelaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shalom Kim, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-19964.pdf SINGH LODGING: Taps Gleichenhaus Marchese as General Counsel ------------------------------------------------------------ Singh Lodging, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ the firm of Gleichenhaus, Marchese, Weishaar, P.C. as general counsel for the Debtor. The hourly rates being charged by Gleichenhaus are: Michael A. Weishaar, Esq. $350.00 Robert B. Gleichenhaus, Esq. $300.00 Paralegals and legal secretary $80.00 The Debtor requires Gleichenhaus to: (a) give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and in the management of its assets; (b) take necessary action to avoid liens against the Debtor's property, remove restraints against the Debtor's property and such other actions to remove any encumbrances of liens which are avoidable, which were placed against the property of the Debtor prior to the filing of the Petition instituting this proceeding and at a time when the Debtor was insolvent; (c) take necessary action to enjoin and stay until final decree any attempts by secured creditors to enforce liens upon property of the Debtor in which property the Debtor has substantial equity; (d) represent the Debtor as Debtor-in-Possession in any proceedings which may be instituted in this Court by creditors or other parties during the course of this proceeding; (e) prepare on behalf of the Debtor, as Debtor-in-Possession, necessary petitions, answers, orders, reports, and other legal papers; (f) perform all other legal services for the Debtor as Debtor-in-Possession, or to employ attorneys for such services. Michael A. Weishaar, Esq., attests that Gleichenhaus has no connection with the Debtor, with any creditor or with any other party-in-interest and are disinterested persons, within the meaning of the Bankruptcy Code Section 101(14). The Firm can be reached through: Robert B. Gleichenhaus, Esq. Michael A. Weishaar, Esq. GLEICHENHAUS, MARCHESE & WEISHAAR, P.C. 930 Convention Tower, 43 Court Street Buffalo, NY 14202 Tel: (716) 845-6446 Fax: 716-845-6475 E-mail: RBG_GMF@hotmail.com About Singh Lodging, Inc. Singh Lodging provides accommodation for travelers. It owns a fee simple interest in a property located at 50 Freeman Drive, Lancaster, New York 14086 valued at $2.5 million. Singh Lodging filed a chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-11637) on August 4, 2017. The petition was signed by Kabal S. Virk, president. Robert B. Gleichenhaus, Esq. at Gleichenhaus, Marchese, Weishaar, P.C. will represent the Debtor as counsel. At the time of filing, the Debtor estimates $2.53 million in assets and $3.63 million in liabilities. SKIP BARBER RACING: Has Final Approval to Use Cash Collateral ------------------------------------------------------------- The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York signed a final order authorizing Skip Barber Racing School, LLC, to use the cash collateral of People's United Bank, N.A. Pursuant to the People's Loan Documents, the Debtor was indebted to People's United Bank in the total principal amount of approximately $1,422,565 as of the Petition Date, secured by a first lien on, and security interest in, substantially all of the Debtor's assets. People's United Bank consents to the limited use of its cash collateral for the period from the Petition Date through Aug. 11, 2017, subject to the terms of the People's Loan Documents and the Final Order. In addition, CMS Mezzanine Debt Subpartnership also holds claims in the aggregate principal amount of $6,400,109 as of the Petition Date, secured by a second priority lien on substantially all of the Collateral. CMS Mezzanine is willing to permit the use of its cash collateral. Accordingly, CMS Mezzanine is also granted a replacement lien in all of the Debtor's presently owned or hereafter acquired assets, subordinate to the liens provided to People's United Bank. People's United Bank is granted a replacement lien in all of the Debtor's presently owned or hereafter acquired property and assets. To the extent that the replacement lien is insufficient to provide adequate protection for the diminution of the value of People's United Bank's interest in the People's Collateral arising from the Debtor's use of cash collateral, People's United Bank is granted an allowed super priority administrative claim against the Debtor's estate which shall have priority in payment over any other indebtedness and/or obligations. The Debtor is directed to provide People's United Bank with such written reports as are required under the People's Documents, including, without limitation, inventories detailing the location and condition of the Collateral, and particularly including all equipment and motor vehicle parts inventories. The Debtor's authorized use of Cash Collateral pursuant to the Final Order, will be in effect for the period commencing with the Petition Date through and including August 11, 2017 or such further extension date as may be agreed upon by People's United Bank or ordered by the Court. A full-text copy of the Final Order, dated August 8, 2017, is available at https://is.gd/2ghOL0 About Skip Barber Racing School Skip Barber Racing School LLC is a Braselton, Georgia-based racing school. It operates a fully-integrated system of racing schools, driving schools, racing championships, corporate events and OEM events across North America, teaching emergency braking, skid and slide control, proper cornering techniques, an understanding of vehicle dynamics, and a variety of other car-control skills. Skip Barber Racing School filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-35871) on May 22, 2017. The petition was signed by Michael Culver, managing member. The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Judge Cecelia G. Morris presides over the case. Skip Barber Racing School hired Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP, as bankruptcy counsel; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. No trustee, examiner or committee of creditors has been appointed in the case. SPEED LUBE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on Aug. 10 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Speed Lube, LLC, About Speed Lube Speed Lube, LLC, is an oil change services provider based in Pocahontas, Illinois. Speed Lube sought Chapter 11 protection (Bankr. S.D. Ill. Case No. 17-30894) on June 7, 2017. The petition was signed by Steven Dugan, one of the Debtor's managers. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Laura K. Grandy. The Debtor tapped Steven M Wallace, Esq., at Heplebroom, LLC, as counsel. SPEEDVEGAS LLC: Placed in Bankruptcy by Creditors ------------------------------------------------- Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy, reported that creditors have moved to push SpeedVegas into bankruptcy, months after a crash at the racetrack outside Las Vegas took two lives. According to the Journal, citing an involuntary petition, SpeedVegas LLC isn't paying its debts. The company will have a chance to contest that allegation before it is declared bankrupt, the report noted. The Journal said SpeedVegas offers people the chance to "bring your driving fantasies to life," by driving exotic cars at high speeds, accompanied by expert drivers, its website says. The $30 million racetrack is the home studio and track for the new series "Top Gear America," which premiered recently on BBC America, according to the website, the report related. Veteran driving instructor Gil Ben-Kely and student Craig Sherwood were killed Feb. 12 when a Lamborghini lost control and hit a wall, the report said. Mr. Sherwood, who was driving, was a real-estate agent from Canada who was at a convention in Las Vegas when he went to the track, the report added. In a lawsuit filed earlier this year, Mr. Ben-Kely's widow and children allege "SpeedVegas entrusts some of the most powerful, fastest exotic sports cars in the world to amateur, inexperienced drivers," the report related. No formal answer has been filed to the complaint, the report said. The Ben-Kely family is seeking damages against SpeedVegas and others, the report added. SpeedVegas Chief Executive Aaron Fessler issued a statement earlier this year denying claims the track is unsafe, the report said. He was listed among the creditors seeking bankruptcy protection for the company on Saturday, when the petition was filed in the U.S. Bankruptcy Court in Wilmington, Del., the report added. On Aug. 14, Mr. Fessler was dropped from the list of creditors backing the push for bankruptcy protection, the report noted. STAPLES INC: Moody's Cuts Rating on Secured Term Loan to B1 ----------------------------------------------------------- Moody's Investors Service downgraded to B1 the secured Term Loan of Staples, Inc. "The downgrade of the term loan to B1 from Ba3 follows application of Moody's Loss Given Default Methodology to the reconstituted capital structure," stated Moody's Vice President Charlie O'Shea. "The combination of the $200 million increase to the term loan and $300 million decrease to the B3 -rated senior unsecured notes reduces the support for the term loan to the point that the prior Ba3 rating is no longer sustainable," continued O'Shea. "We note that the additional upsize of the term loan provides Staples with the flexibility to, if it chooses, de-leverage more rapidly." Downgrades: Issuer: Staples, Inc. -- Senior Secured Bank Credit Facility, Downgraded to B1(LGD3) from Ba3(LGD3) RATINGS RATIONALE Staples' B1 Corporate Family Rating considers the risks to creditors that are inherent in a sponsor-owned company, as well as the competitive strength of the reconstituted Staples delivery-only business, which Moody's believes is the clear market-leader with around $10 billion in revenues, with very "sticky" commercial relationships that benefit from historical retention rates in the mid-90% range. The B1 Corporate Family Rating also recognizes Staples' quantitative profile, with pro forma debt/EBITDA of around 5 times and EBIT/interest of around 2.25 times, and Moody's expectations that the company will maintain very good liquidity. The stable outlook reflects Moody's views that financial policy will remain benign through the 12-18 month rating horizon, current corporate strategy, and the management team will largely remain in place to ensure operating performance does not weaken. Ratings could be upgraded if operating performance and financial policy result in credit metrics improving such that debt/EBITDA is sustained below 4.5 times and EBIT/interest rises above 2.5 times. Ratings could be downgraded if either weakened operating performance or a more aggressive financial policy resulted in debt/EBITDA approaching 6 times or EBIT/ interest approaching 1.75 times. Headquartered in Framingham, MA, Staples, Inc. is a seller of office supplies and related products to predominantly commercial customers, with annual revenues of around $10 billion. STAPLES INC: S&P Cuts Term Loan Rating to B+ on Upsize to $2.9BB ---------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on U.S.-based business-to-business distributor Staples Inc.'s proposed term loan to 'B+' from 'BB-'. S&P said, "At the same time, we revised our recovery rating on the term loan to '3' from '2' because of the increase of the term loan to $2.9 billion from $2.7 billion. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for term loan lenders in the event of a payment default." Staples also plans to reduce the unsecured notes to $1 billion from $1.3 billion. The reduction has no impact on our rating on these notes. The issue-level rating remains 'B-' with a '6' recovery rating, reflecting our expectation for negligible recovery (0%-10%; rounded estimate: 0%). Staples expects to use debt proceeds, along with about $200 million borrowings under the asset-based revolving credit facility and some cash, to fund the acquisition of the company by Sycamore Partners. S&P said, "Our 'B+' corporate credit rating and the stable outlook reflect the company's elevated leverage pro forma for the acquisition by Sycamore Partners and our view of intense competition in the office supply distribution business including limited customer switching costs." RECOVERY ANALYSIS KEY ANALYTICAL FACTORS -- S&P revised its recovery rating on the company's senior secured term debt to '3' from '2'. -- S&P's recovery analysis reflects the ongoing secular challenges of the office supply business, while recognizing the value of Staples' large scale and substantial market share. S&P's valuation assumes, when exiting from bankruptcy, the company would regain some lost revenue but remain well below current levels and would cut costs to bring the EBITDA margin back to historical levels. SIMULATED DEFAULT ASSUMPTIONS -- Simulated year of default: 2021 -- EBITDA at emergence: $516 million -- EBITDA multiple: 5.5x -- Gross recovery value: $2.8 billion SIMPLIFIED WATERFALL -- Net recovery value: $2.7 billion -- Valuation split (obligors/non-obligors): 95%/5% -- Priority claims: $734 million -- Value available to first-lien debt (collateral/noncollateral): $1.9 billion /$22 million -- Secured first-lien debt claims: $2.9 billion --Recovery expectations: 50%-70% (rounded estimate: 65%) -- Recovery for unsecured notes: $24 million -- Unsecured senior note claims: $1 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from non-obligors after non-obligor debt. RATINGS LIST Staples Inc. Corporate Credit Rating B+/Stable Issue Level Ratings Lowered; Recovery Rating Revised To From Staples Inc. Senior Secured B+ BB- Recovery Rating 3(65%) 2(70%) STUDIO TWENTYEIGHT: Seeks Authorization to Use Cash Collateral -------------------------------------------------------------- Studio Twentyeight, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for authorization to use cash collateral immediately to fund operating expenses necessary to continue the operation of its business, to maintain the estate, to maximize the return on its assets, and to otherwise avoid irreparable harm and injury to its business and the estate. Specifically, the Debtor intends to use cash collateral for: (a) Payroll; (b) Insurance, including worker's compensation, health insurance, and general liability insurance; (c) Purchase of Inventory and food items; (d) Purchase of necessary materials; (e) Payment of utilities; (f) Other payments necessary to sustain continued business operations; (g) Care, maintenance, and preservation of the Debtor's assets; and (h) Costs of administration in its Chapter 11 case. In exchange for its ability to use cash collateral in the operation of its business, the Debtor proposes to grant to the Lenders, as adequate protection, replacement liens to the same extent, validity, and priority as existed on the Petition Date. The Debtor asserts that in order to continue its business activities in an effort to achieve a successful reorganization, the Debtor must use cash collateral in the ordinary course of business. Otherwise, the Debtor tells the Court that its inability to meet ordinary business expenses will require the Debtor to discontinue normal operations, which will result in irreparable injury to the Debtor and its chances for reorganization, and such discontinuation would also materially and adversely impact the value of the Collateral. A full-text copy of the Debtor's Motion, dated Aug. 8, 2017, is available at https://is.gd/0R0yzR About Studio Twentyeight Studio Twentyeight, Inc., is a leader in the Tampa Bay area providing exceptional training in music, the arts, and dance to over 700 existing clients, as well as selling top musical instruments, equipment, and apparel to its customers at its business which operates at The Shops at Wiregrass, Wesley Chapel, Florida. Studio Twentyeight filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-6911) on Aug. 4, 2017. The Debtor is represented by: Scott A. Stichter, Esq. Mark F. Robens, Esq. Stichter, Riedel, Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: sstichter@srbp.com mrobens@srbp.com SULLIVAN VINEYARDS: Hires Bachecki Crom as Accountant ----------------------------------------------------- Sullivan Vineyards Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire an accountant. The Debtor proposes to hire Bachecki, Crom & Co., LLP, Certified Public Accountants, to analyze financial information and confer and correspond with the Debtor's representatives and counsel regarding financial reporting and financial activity, evaluation of claims, investigation of pre-petition transactions, tax matters and other matters as requested by management; and to consult with the Debtor's counsel as to those matters during the Chapter 11 proceeding. Normal billing rates for the Accountant are: Partners $380-$525/hour Senior Accountant $270-$360/hour Junior Accountant $165-$260/hour The Firm can be reached through: Jerry Bachecki Bachecki, Crom & Co., LLP 400 Oyster Point Blvd., Suite 106 South San Francisco, CA 94080 Phone: (415)398-3534 Fax: (415)788-0855 Email: bachcrom@bachcrom.com 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 jointly administered under Case No. 17-10065 before the Hon. Roger L Efremsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. SUNBURST FARMS: Hires Eron Law as Bankruptcy Counsel ---------------------------------------------------- Sunburst Farms Partnership seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to employ Eron Law, PA as counsel. The Debtor requires Eron Law to: a. advise the Debtor of its rights, powers and duties as Debtor and Debtor-in-Possession, including those with respect to the operation and management of its partnership; b. advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; c. investigate into the nature and validity of liens asserted against the Debtor, and advise the Debtor concerning the enforceability of said liens; d. investigate and advise the Debtor concerning and taking such action as may be necessary to collect income and assets in accordance with applicable law, and recover property for the benefit of the estate; e. prepare on the Debtor's behalf applications, motions, pleadings, orders, notices, schedules and other documents as may be necessary and appropriate, and review the financial and other reports to be filed herein; f. advise the Debtor concerning and prepare responses to applications, motions, pleadings, notices and other documents which may be filed and served; g. counsel the Debtor in connection with the formulation, negotiation and promulgation of Chapter 11 plan or plans and related documents; and, h. perform other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. Eron Law will be paid at these hourly rates: David Prelle Eron $300 January Bailey, associate $200 Paralegal and Legal Assistant $75 Eron Law has received a fee and cost retainer from the Debtor in the amount of $20,000 for services to be rendered and to cover the filing fee and credit report in connection with this Chapter 11 case. David Prelle Eron, Esq., partner at Eron Law, PA, 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. Eron Law may be reached at: David Prelle Eron, Esq. Eron Law, P.A. 229 E. William, Suite 100 Wichita, KS 67202 Tel: 316-262-5500 Fax: 316-262-5559 E-mail: david@eronlaw.net About Sunburst Farms Sunburst Farms Partnership is engaged in wheat and feed sorghum production. The principal place of business of Sunburst Farms is 116 W Greeley, Tribune, Kansas 67879. Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29 million in total assets and $6.60 million in total liabilities. The petition was signed by Carol Bloesser, president of Western Plains, the Debtor's general partner. Judge Robert E. Nugent presides over the case. David P Eron, Esq., at Eron Law, P.A., serves as the Debtor's bankruptcy counsel. SUNSET PARTNERS: Court Extends Cash Collateral Use Until Sept. 6 ---------------------------------------------------------------- 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 prepetition assets, including cash collateral, in which the secured creditors claim security interests. The Debtors are allowed to use cash collateral on the same terms and conditions as set forth in the Order dated July 25, 2017, through the continued hearing which will be held on Sept. 6, 2017, at 10:00 a.m. The Debtor is also directed to submit updated financials by Sept. 5. Any objections to the continued use of cash collateral will be filed by Sept. 5, 2017 at noon. A full-text copy of the Order, dated Aug. 8, 2017, is available at https://is.gd/Bq4LOG About Sunset Partners and Bema 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, disclosing $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. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, are serving as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., is the Debtors' accountant. No trustee, examiner, or official committee has been appointed in the Chapter 11 cases. TRI STATE STONE: Sept. 13 Plan Confirmation Hearing --------------------------------------------------- The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona has conditionally approved Tri State Stone, Inc.'s amended disclosure statement dated July 26, 2017, referring to the Debtor's plan of reorganization dated July 26, 2017. A hearing to consider the final approval of the Disclosure Statement will be held on Sept. 13, 2017, at 2:00 p.m. The last day for filing and serving written objections to the Disclosure Statement is Sept. 6, 2017. An initial hearing to consider confirmation of the Plan will be held on Sept. 13, 2017, at 2:00 p.m. The deadline for filing and serving written objections to confirmation of the Plan is Sept. 6, 2017. The last day to vote to accept or reject the Plan is Sept. 6, 2017, at no later than 5:00 p.m. The written report by proponent is to be filed by Sept. 8, 2017. As reported by the Troubled Company Reporter on Aug. 3, 2017, the Debtor filed with the Court an amended disclosure statement dated July 26, 2017, referring to the Debtor's plan of reorganization dated July 26, 2017, which proposes that the Class III(d) Secured Claim of Jose H. Rojas relating to a 1999 Chevrolet Silverado be amortized over five years and accrue interest a 4.0% per annum. Payments in the approximate amount of $230.21 per month will start on the Effective Date. Mr. Rojas will retain his lien encumbering the 1999 Silverado. No prepayment penalty will pertain to this claim. Class III(d) is impaired. About Tri State Stone, Inc. Tri State Stone, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-11275) on Sept. 30, 2016. The Debtor, an Arizona corporation, installs granite and quartz countertops in commercial and residential buildings and subcontracts with a number of general contractors throughout the Yuma area. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. The Hon. Scott H Gan presides over the case. Thomas H. Allen, Esq., and Philip J. Giles, Esq., at Allen Barnes & Jones, Plc, serve as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the case. * * * Tri State Stone, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement explaining its plan of reorganization, dated March 3, 2017, which would pay general unsecured creditors a total of $87,314.79 over five years. vTv THERAPEUTICS: Accumulated Deficit Raises Going Concern Doubt ---------------------------------------------------------------- vTv Therapeutics Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $3.96 million on $13,000 of revenue for the three months ended June 30, 2017, compared with a net loss of $4.46 million on $182,000 of revenue for the same period in 2016. For the six months ended June 30, 2017, the Company listed a net loss of $8.18 million on $43,000 of revenue, compared to a net loss of $8.31 million on $558,000 of revenue for the same period in the prior year. The Company's balance sheet at June 30, 2017, reflected $35.78 million in total assets, $30.04 million in total liabilities, $112.14 million in redeemable non-controlling interest, and a stockholders' deficit of $106.41 million. To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of drug candidates will require additional financing. From its inception through June 30, 2017, the Company has funded its operations primarily through a combination of private placements of preferred equity, research collaboration agreements, upfront and milestone payments for license agreements, debt financing and the completion of its IPO in August 2015. As of June 30, 2017, the Company has an accumulated deficit of $232.8 million and has generated net losses in each year of its existence. Management estimates that the cash and cash equivalents balance as of June 30, 2017, of $32.5 million will allow the Company to continue its operations and activities for a period of less than twelve months from the issuance of these Condensed Consolidated Financial Statements. Management is currently seeking possible partnering opportunities for its glucokinase activator ("GKA"), glucagon-like peptide-1 receptor agonist ("GLP-1r") and other drug candidates which may provide additional capital, if consummated. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/IevQ9t Headquartered in High Point, N.C., vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of orally administered small molecule drug candidates. Its drug candidate for the treatment of Alzheimer's disease (AD) is azeliragon (TTP488), an orally administered, small molecule antagonist targeting the receptor for advanced glycation endproducts (RAGE), for which it has commenced patient enrollment in a Phase III clinical trial. Its type II diabetes drug candidates include TTP399, an orally administered, liver-selective glucokinase activator (GKA), for which it has completed enrollment in its Phase IIb clinical trial, and TTP273, an orally administered, non-peptide agonist that targets the glucagon-like peptide-1 receptor (GLP-1r), for which it began enrollment in a Phase II clinical trial. WABASH NATIONAL: Moody's Puts B1 Sr. Secured Rating Under Review ---------------------------------------------------------------- Moody's Investors Service placed the B1 senior secured rating of Wabash National Corporation under review for upgrade. The review was prompted by the company's recent announcement that it would acquire Supreme Industries, Inc. (Supreme) valued at $364 million in equity, primarily with debt. The Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of Ba3 and Ba3-PD, respectively, remain unchanged at this time. Moody's also affirmed the SGL-1 speculative grade liquidity rating. The ratings outlook is stable. The transaction is expected to close in the fourth quarter of 2017, subject to customary regulatory approvals. RATINGS RATIONALE The planned purchase of Supreme continues Wabash's strategy of diversifying from its core business of manufacturing heavy duty trailers (Class 6-8) through a unit that has low margins and sells to a highly cyclical market. Supreme focuses on truck bodies for the Class 2-5 trailer market, which has seen somewhat less volatility in demand. Wabash's financial leverage would approach the mid 2x level (debt-to-EBITDA), pro forma for the incremental debt and Supreme's trailing profits. This higher leverage level would be in line with Moody's expectations. Both Wabash and Supreme have a record of profitability and solid cash flow. Depending on the integration strategy and the ability to enhance business prospects as well as the ultimate structure of the financing, the secured rating could be upgraded. This is based on the company's plan to fund the purchase with a substantial portion of new unsecured debt, which would improve the expected recovery prospects of the secured debt. The affirmation of the SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation that Wabash will maintain very good liquidity over the next year, supported by sizeable cash balances (even though a portion is anticipated to be used to fund the purchase) and an undrawn $175 million revolving credit facility due 2020. Moody's will consider potential changes to the company's financial policy, as the acquisition will be largely debt financed with about $325 million of long term debt (the remaining balance and fees with about $60 million in cash), amidst an active pace of share buybacks and dividends. Higher leverage would be a potential departure from Wabash's record of rapid de-leveraging following acquisitions. Moody's will also consider near term prospects for cash flow of the combined entity in the face of moderating trailer demand and rising input costs, and the timing and scope of potential synergies and diversification benefits. Issuer: Wabash National Corporation Senior secured bank credit facility, on review for upgrade, currently at B1 (LGD5); Speculative Grade Liquidity rating, affirmed at SGL-1. Outlook, remains stable. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Wabash National Corporation, based in Lafayette, Indiana, is a leading designer and manufacturer of truck and tank trailers as well as related transportation equipment. Supreme Industries, Inc. is a manufacturer of truck bodies. Revenues were approximately $2 billion pro forma as of the last twelve month period ended June 2017. WALTER INVESTMENT: Incurs $94.3 Million Net Loss in Second Quarter ------------------------------------------------------------------ Walter Investment Management Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $94.31 million on $208.78 million of total revenues for the three months ended June 30, 2017, compared to a net loss of $489.96 million on $187.47 million of total revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $89.80 million on $454.07 million of total revenues compared to a net loss of $662.6 million on $254.2 million of total revenues for the same period a year ago. As of June 30, 2017, Walter Investment had $15.59 billion in total assets, $15.70 billion in total liabilities and a total stockholders' deficit of $112.98 million. "I am pleased with the progress we have made to date on our debt restructuring initiative, and we continue to work towards execution of a comprehensive deleveraging transaction," said Anthony Renzi, chief executive officer and president of Walter. "Improving our capital structure is expected to better position Walter for future success." "From an operational perspective, we continue to focus on reducing costs and improving the performance of our core businesses with a goal of returning the Company to profitability," Renzi continued. "We are making investments in technology, such as our recent implementation of a digital point of sale system in our originations business, and have improved our operating processes in all business segments, in each case with the goal of enhancing the customer experience. We continue to make progress in our default servicing operations as we emphasize keeping customers in their homes and reducing delinquencies. Finally, we have taken additional steps to streamline operations and reduce our site footprint as we seek to continue to improve our cost structure." Second Quarter 2017 Financial and Operating Overview Total revenue for the second quarter of 2017 was $208.8 million, an increase of $21.3 million as compared to the prior year quarter, primarily due to an increase of $59.4 million in net servicing revenue and fees, offset in part by a $29.6 million decrease in net gains on sales of loans and an $8.6 million decrease in insurance revenue. The increase in net servicing revenue and fees was driven by a $120.8 million improvement in fair value losses on mortgage servicing rights driven by changes in valuation inputs or other assumptions, offset in part by a $47.9 million decline in servicing fees primarily due to the planned shift of the third-party servicing portfolio from servicing to subservicing, combined with runoff of the portfolio. The decrease in net gains on sales of loans resulted from an overall lower volume of locked loans and a shift in mix from the higher margin consumer channel to the lower margin correspondent and wholesale channels. The decrease in insurance revenue was due to the sale of the principal insurance agency and substantially all of the insurance agency business during the first quarter of 2017. Total expenses for the second quarter of 2017 were $292.6 million, a decrease of $273.1 million as compared to the prior year quarter, driven by $215.4 million in goodwill impairment recorded during the second quarter of 2016, $16.2 million lower compensation and benefits resulting primarily from a lower average headcount driven by site closures and various organizational changes to the scale and proficiency of the leadership team and support functions, as well as our decision to exit the reverse mortgage originations business, $9.0 million in lower contractor costs related to our servicing platform conversion that occurred in the second quarter of 2016, as well as efforts to reduce contractor costs throughout the Company's operations, a $6.2 million decrease related to a change in the commissions structure, and $5.7 million in lower compensating interest due to a shift from servicing to subservicing, offset in part by $7.5 million in higher costs associated with corporate strategic initiatives. The remaining variance related to cost savings and changes in reserves. Results for the Company's Segments Servicing Ditech serviced 1.8 million accounts with a UPB of $213.6 billion as of June 30, 2017. During the quarter ended June 30, 2017, the Company experienced a net disappearance rate of 14.68%, a decrease of 0.91% as compared to the prior year quarter. The Servicing segment reported $44.0 million of pre-tax loss for the second quarter of 2017 as compared to a pre-tax loss of $356.0 million in the prior year quarter. During the second quarter of 2017, the segment generated revenue of $117.4 million, a $44.6 million increase as compared to the prior year quarter, primarily due to an increase of $58.6 million in net servicing revenue and fees. The increase in net servicing revenue and fees primarily resulted from a $120.8 million improvement in fair value losses on mortgage servicing rights driven by changes in valuation inputs or other assumptions, partially offset by a $48.0 million decline in servicing fees primarily due to the planned shift of the third-party servicing portfolio from servicing to subservicing combined with runoff of the portfolio. Total expenses in the Servicing segment for the second quarter of 2017 were $160.8 million, a decrease of $267.6 million as compared to the prior year quarter. This decrease was driven by $215.4 million in goodwill impairment recorded during the second quarter of 2016. In addition, there were decreases of $16.6 million in compensation and benefits resulting primarily from a lower average headcount driven by site closures and organizational changes, $9.3 million due to lower expense allocations, $6.9 million and $1.9 million in lower contractor costs and postage and printing costs, respectively, related to the Company's servicing platform conversion that occurred in the second quarter of 2016, $5.7 million in lower compensating interest due to a shift from servicing to subservicing, $5.1 million related to a change in the commissions structure, $2.9 million in lower charges associated with foreclosure and bankruptcy practices, and $1.2 million reduction in overtime driven by cost reduction measures. These decreases were partially offset by $2.9 million in additional costs associated with the use of MSP and outsourcing initiatives and $2.2 million in higher advance loss provision. Current quarter expenses included $12.9 million of interest expense and $8.5 million of depreciation and amortization. The Servicing segment reported an Adjusted Loss of $3.5 million and AEBITDA of $45.6 million for the second quarter of 2017. Adjusted Loss improved $4.9 million as compared to the prior year quarter resulting from resulting from lower adjusted general and administrative expense and salaries and benefits, offset in part by lower adjusted servicing revenue, insurance revenue and intersegment retention revenue. AEBITDA decreased $19.1 million as compared to the prior year quarter due to lower amortization of servicing rights and other fair value adjustments. Originations Ditech generated total pull-through adjusted locked volume of $4.2 billion for the second quarter of 2017, a decrease of $1.1 billion as compared to the prior year quarter, driven by an overall lower volume of locked loans. Funded loans in the current quarter totaled $4.2 billion, a decrease of $0.6 billion from the prior year quarter. The combined direct margin for the current quarter was 70 bps, consisting of a weighted average of 187 bps direct margin in the consumer lending channel and 19 bps direct margin in the correspondent and wholesale channels. The decrease in combined direct margin of 17 bps from the prior year quarter was primarily due to the shift in mix to the lower margin correspondent and wholesale channels and lower margins in the consumer channel driven by lower pull-through of locked loans and a lower portion of HARP volume and lower margins in the correspondent channel. The Originations business delivered a recapture rate of 18% for the current quarter. The Originations segment reported $20.0 million of pre-tax income for the second quarter of 2017, a decrease of $25.6 million from the prior year quarter. During the second quarter of 2017, this segment generated revenue of $80.5 million, a decrease of $29.7 million from the prior year quarter. Net gains on sales of loans decreased $29.4 million as compared to the prior year quarter, primarily due to an overall lower volume of locked loans combined with a shift in mix from the higher margin consumer channel to the lower margin correspondent and wholesale channels. Total expenses for the Originations segment for the second quarter of 2017 were $60.5 million, a decrease of $4.1 million compared to the prior year quarter, driven by a $6.5 million decrease in intersegment retention expense due primarily to lower overall retention volume and a smaller capitalized servicing portfolio resulting from sales of servicing rights and portfolio runoff. Current quarter expenses included $8.6 million of interest expense and $0.7 million of depreciation and amortization. The Originations segment reported Adjusted Earnings of $20.2 million and AEBITDA of $18.5 million for the second quarter of 2017, a decrease of $28.0 million and $25.0 million, respectively, as compared to the prior year quarter, due primarily to lower net gains on sales of loans driven by lower volumes. Reverse Mortgage The Reverse Mortgage segment serviced 112,434 accounts with a UPB of $20.1 billion at June 30, 2017. During the current quarter, the business securitized $113.7 million of HECM loans. The Reverse Mortgage segment reported $16.5 million of pre-tax loss for the second quarter of 2017 as compared to pre-tax loss of $26.9 million in the prior year quarter. During the second quarter of 2017, this segment generated revenue of $15.4 million, a decline of $0.7 million from the prior year quarter. Cash generated by the origination, purchase and securitization of HECMs decreased $4.3 million during the second quarter of 2017 as compared to the prior year quarter primarily as a result of overall lower origination volumes, partially offset by a shift in mix from lower margin new originations to higher margin tails. The decrease in cash generated was more than offset by a $2.5 million decrease in net non-cash fair value losses and a $2.1 million increase in net interest income. Current quarter revenues also included $7.1 million in net servicing revenue and fees and $0.5 million of other revenues. Total expenses for the Reverse Mortgage segment for the second quarter of 2017 were $31.9 million, a decrease of $11.2 million from the prior year quarter. The decrease in total expenses was primarily due to a $9.2 million decrease in general and administrative expenses due to lower curtailment-related accruals, advertising costs, loss accruals on servicing advances, contractor fees, and purchased services, and a $3.9 million decrease in salaries and benefits due primarily to lower compensation, bonuses and commissions as a result of lower origination volume and lower average headcount resulting from our decision to exit the reverse mortgage originations business. Current quarter expenses included $4.3 million of interest expense and $0.9 million of depreciation and amortization. The Reverse Mortgage segment reported an Adjusted Loss of $3.8 million and AEBITDA of ($2.5) million for the second quarter of 2017, an improvement of $6.2 million and $5.4 million, respectively, as compared to the prior year quarter, primarily due to the decrease in general and administrative expenses and in salaries and benefits. Other Non-Reportable Segment The Other Non-Reportable segment reported $52.1 million of pre-tax loss for the second quarter of 2017, an increase in loss of $9.9 million as compared to the prior year quarter. Other net fair value losses were $8.2 million for the second quarter of 2017 as compared to other net fair value losses of $1.0 million in the same period of 2016, primarily related to the impact of higher delinquencies on the value of the assets and liabilities of the Non-Residual Trusts. The Other non-reportable segment had an Adjusted Loss of $32.7 million and AEBITDA of ($0.3) million for the second quarter of 2017 as compared to an Adjusted Loss of $34.6 million and AEBITDA of ($1.5) million in the second quarter of 2016. Debt Restructuring Initiative As previously announced, the Company has engaged legal and financial debt restructuring advisors and has been reviewing a number of potential actions to reduce its leverage. On July 31, 2017, the Company entered into a Restructuring Support Agreement with lenders holding, as of July 31, 2017, more than 50% of the loans and/or commitments outstanding, or the Consenting Term Lenders, under the Company's Amended and Restated Credit Agreement, dated as of Dec. 19, 2013, or the Credit Agreement. As set forth in the Restructuring Support Agreement, the parties thereto have agreed to, among other things, the principal terms of a proposed financial restructuring of the Company, which will include an extension of the Credit Agreement's maturity until June 2022, and which will be implemented through an out-of-court restructuring and, in the absence of sufficient stakeholder support for an out-of-court restructuring, a prepackaged plan of reorganization under Chapter 11 of Title 11 of the United States Code. The Restructuring Support Agreement contains a number of conditions and milestones, including reaching an agreement with the holders of 66 2⁄3% aggregate principal amount of the Company's 7.875% Senior Notes due 2021 to a restructuring support agreement consistent with the terms specified in the Restructuring Support Agreement. The Company and its debt restructuring advisors continue to negotiate with the financial and legal advisors to ad hoc groups of holders of the Company's indebtedness under the Company's Senior Notes and Credit Agreement, as the Company seeks to obtain sufficient stakeholder support for a comprehensive de-leveraging transaction. There can be no assurance as to when or whether the Company will satisfy the conditions in the Restructuring Support Agreement, including obtaining requisite support from various stakeholders for the restructuring, whether the restructuring will be successful, the effects on its business, or the Company's ability to achieve its operational and strategic goals. A full-text copy of the Form 10-Q is available for free at: https://is.gd/sV20TJ Filing of Amended Annual and Quarterly Reports The Company also filed amendments to its Annual Report on Form 10-K for the year ended Dec. 31, 2016, and quarterly reports on Form 10-Q for the quarterly periods ended June 30, 2016, Sept. 30, 2016, and March 31, 2017. Due to the possibility for a prepackaged plan of reorganization under Chapter 11 of the Bankruptcy Code, substantial doubt has been raised about the Company's ability to continue as a going concern, and the audit opinion included in the Company's amended Annual Report on Form 10-K/A contains a going concern emphasis paragraph and Note 3 to the Consolidated Financial Statements included therein (and Note 2 to the financial statements included in the 2017 Second Quarter Report) discusses such matters and management's plans in respect thereof. The Company records a tax provision for the anticipated tax consequences of the reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates in each jurisdiction that applies to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company is required to establish a valuation allowance for deferred tax assets and record a charge to income if it is determined, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on the evaluation of the realizability of the Company's deferred tax assets for the year ended Dec. 31, 2016, performed in connection with the Original Filing, management concluded that a partial valuation allowance was necessary, and included such allowance in the Original Filing. Subsequent to the Original Filing, management discovered an error in the calculation of the valuation allowance on the deferred tax assets. As a result of this error, it was determined that the valuation allowance should have been $304.7 million higher than what was originally recorded which resulted in a deferred tax liability of $4.8 million at Dec. 31, 2016. The Company amended its Original Filing and restated the Consolidated Financial Statements contained in the Original Filing to correct the error noted above regarding the calculation of the valuation allowance on the deferred tax assets. This Amended Filing and the restated Consolidated Financial Statements contained herein reflect the corrected estimated net amount of deferred tax assets that are considered by Company management to be recoverable. The cumulative impact of the non-cash adjustment to correct the aforementioned error was a reduction in the net deferred tax assets balance of $299.9 million, an increase to deferred tax liabilities of $4.8 million and an increase in accumulated deficit of approximately $304.7 million as of Dec. 31, 2016. Net loss increased for the year ended Dec. 31, 2016 by $304.7 million, which increased the loss per share by $8.47. As a result of the identification of the error that led to this Amended Filing, Company management determined that the Company did not maintain effective internal controls with respect to the operating effectiveness of the review of the tax calculations associated with the valuation allowance on the deferred tax asset balances and further determined that this control deficiency constitutes an additional material weakness in internal controls over financial reporting as of Dec. 31, 2016. In the Original Filing, the Company identified an unrelated material weakness in internal controls over financial reporting related to operational processes within the transaction level processing of Ditech Financial default servicing activities. The adjustment being made in this Amended Filing does not impact revenues, cash position or total cash flows from operating, investing or financing activities, or any metric considered by the Compensation and Human Resources Committee with respect to the determination of executive compensation for the year ended Dec. 31, 2016. Management is required to evaluate its ability to continue as a going concern as of the date of issuance of financial statements. Accordingly, based on recent developments, the Company has concluded that there is substantial doubt as to its ability to continue as a going concern. This Amended Filing reflects the restatement of (i) the Company's consolidated balance sheet at Dec. 31, 2016, (ii) the consolidated statements of comprehensive loss; stockholders' equity (deficit) and cash flows for the year then ended, and (iii) the notes related thereto. The Amended Reports are available for free at: https://is.gd/Bduzos https://is.gd/u4L9uv https://is.gd/nP8z5D https://is.gd/thxk1j About Walter Investment Management Corp. Walter Investment Management Corp. is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 4,500 employees and services a diverse loan portfolio. For more information about Walter Investment Management Corp., please visit the Company's website at www.walterinvestment.com. The information on the Company's website is not a part of this release. Walter Investment reported a net loss of $833.85 million for the year ended Dec. 31, 2016, a net loss of $263.19 million for the year ended Dec. 31, 2015, and a net loss of $110.32 million for the year ended Dec. 31, 2014. Walter Investment reported a net loss of $529.15 million for the year ended Dec. 31, 2016, compared to a net loss of $263.19 million for the year ended Dec. 31, 2015. * * * As reported by the TCR on July 20, 2017, S&P Global Ratings said it lowered its long-term issuer credit rating on Walter Investment Management Corp. to 'CCC-' from 'CCC'. The outlook is negative. S&P said, "At the same time, we also lowered the rating on the company's senior secured term loan to 'CCC-' from 'CCC' and the rating on its senior unsecured notes to 'C' from 'CC'." The TCR reported on Aug. 9, 2017, Moody's Investors Service has downgraded Walter Investment Management Corp.'s corporate family rating to 'Caa3' from 'Caa2'. The rating action follows the company's announcement that it has entered into a restructuring support agreement with more than 50% of senior term loan lenders. WELLMAN DYNAMICS: Aug. 17 Hearing on Sale of All Assets to TCTM --------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa will convene a hearing on Aug. 17, 2017 at 1:30 p.m. to consider Wellman Dynamics Corp.'s sale of substantially all its assets to TCTM Financial DS, LLC for (i) a credit bid of $15,500,000, (ii) cash equal to $5,000,000, and (iii) the assumption of the Assumed Liabilities, subject to overbid. The Debtor proposes to sell the Assets free and clear. Out of town counsel that represents the Official Unsecured Creditors Committee and TCTM may request to appear by phone or video conference with local counsel present in the courtroom. The counsel for any other parties may request to monitor the hearing by telephone upon contacting Jan Kirschman at (515) 323-2836 or jmk@iasb.uscourts.gov. 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. WEST WINDOWS: Plan Outline Okayed; Plan Hearing on Sept. 21 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan for West Window Films Corp. and its president at a hearing on Sept. 21, 2017. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on August 10. Objections and votes accepting or rejecting the plan must be filed no later than 14 days prior to the hearing. About West Windows Films Corp. West Window Films Corp. and Eric William Maurosa Toro, the company's president, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case Nos. 17-03607 and 17-03604) on May 23, 2017. Mr. Toro signed the petitions. The cases are substantially consolidated pursuant to an order issued on June 16, 2017. At the time of the filing, West Window disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtors are represented by Gloria Justiniano Irizarry, Esq., at the Justiniano's Law Office. On Aug. 9, 2017, the Debtors filed a disclosure statement and proposed Chapter 11 plan. WILLIAMSON & WILLIAMSON: Disclosures Conditionally Okayed --------------------------------------------------------- The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the Northern District of Mississippi has conditionally approved Williamson & Williamson Farms Partnership's disclosure statement dated Aug. 1, 2017, referring to the Debtor's plan of reorganization dated Aug. 1, 2017. The hearing on final approval of the Disclosure Statement and the confirmation of Plan will be held on Sept. 7, 2017. Objections to the final approval of the Disclosure Statement and confirmation of the Plan must be filed by Sept. 5, 2017. Written acceptances or rejections of the Plan must be filed by Sept. 5, 2017. About Williamson & Williamson Farms Williamson & Williamson Farms Partnership sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 16-10671) on Feb. 26, 2016. The petition was signed by Ricky D. Williamson, partner. The Debtor estimated assets at $2.59 million and liabilities at $2.10 million. Judge Neil P. Olack is assigned to the case. The Debtor tapped Jeffrey A. Levingston, Esq., at Levingston & Levingston, PA, as counsel. WORDSWORTH ACADEMY: Taps CliftonLarsonAllen as Accountant --------------------------------------------------------- Wordsworth Academy, et al. seek approval from the US Bankruptcy Court for the Eastern District of Pennsylvania to employ CliftonLarsonAllen LLP as the Debtors' accountants. Services to be rendered by CliftonLarsonAllen LLP under the Wordsworth Engagement Agreement are: a. audit the financial statements of the Debtor which comprise the statement of financial position as of June 30, 2017, and the related statements of activities, functional expenses, and cash flows activities for the year then ended, and the related notes to the financial statements; and b. evaluate and report on the presentation of supplementary information accompanying the financial statement. The supplementary information are: schedule of expenditures of federal awards; report of expenditures by functional program; report of revenue by functional program; and Report of excess revenue -- City of Philadelphia. CliftonLarsonAllen will also audit the financial statements of the Wordsworth Academy 403(b) Plan, which comprise the statements of net assets available for benefits as of September 30, 2016 and the related statements of changes in net assets available for the year then ended, and the related notes to the financial statements. CliftonLarsonAllen will also provide non-audit services such as preparation of a trial balance; preparation of the financial statements and related notes; and preparation of adjusting journal entries CliftonLarsonAllen will be paid (a) $81,000 under the Wordsworth Engagement Agreement; and (b) $11,750 under the 403(b) Plan Engagement Agreement. Bruce W. Braunewell, CPA, principal of CliftonLarsonAllen LLP, assures the court that CLA is a "disinterested person" as that term is defined in Bankruptcy Code section 101(14). The Firm can be reached through: Bruce W. Braunewell, CPA CliftonLarsonAllen LLP 610 West Germantown Pike, Suite 400 Plymouth Meeting, PA 19462 Tel: 251-643-3900 Fax: 215-643-4030 Email: bruce.braunewell@CLAconnect.com About Wordsworth Academy Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. Judge Ashely M. Chan presides over the cases. Dilworth Paxson LLP serves as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. The Debtors hired Getzler Henrich & Associates LLC as financial advisor, and Donlin, Recano & Company, Inc. as claims and noticing agent. On July 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. [*] Equity Partners HG Brokers Sale of Accubuilt to SPV Coach ------------------------------------------------------------- Accubuilt, Inc., completed a going concern sale, including its two preeminent brands, The S&S Coach Company and Superior Coaches, to Kansas City, KS-based SPV Coach Company d/b/a Armbruster Stageway. Equity Partners HG, a Maryland-based investment banker, served as intermediary for the seller. Accubuilt is a leading manufacturer of funeral vehicles, including coaches and limousines, utilizing Cadillac and Lincoln chassis. The Company has the most diverse product portfolio in the industry and is one of the industry's largest producers, completing more than 425 vehicles in 2016. Accubuilt operates out of a leased 180,000 square foot facility in Lima, Ohio and employs over 90 people. Employees have been notified operations will continue in place following the acquisition. Armbruster Stageway has a rich tradition in the funeral car industry that dates back for over one hundred years and has the distinction of building the first combustion engine limousine. According to Sean Myers, President of Armbruster Stageway, "I am pleased we were able to acquire Accubuilt and its two iconic brands, S&S and Superior. We look forward to working with the employees in Lima to continue manufacturing premier vehicles and serve the customer base they have successfully built over the years. We believe our collective team is the best in the industry and we are excited to carry on the long, rich history of the Accubuilt brands." With the acquisition, it is believed Armbruster Stageway now controls over 50% of the funeral vehicle market. Rob Hubbard, Chairman of the Board and Chief Restructuring Officer for Accubuilt, commented, "This was a great fit all around. Sean's vision and Accubuilt's manufacturing capabilities make the combined company the benchmark for all other industry players. Armbruster is getting a tremendous operation with great people, and I know they will have continued success with it." In mid-November 2016, Accubuilt retained Equity Partners HG as the exclusive broker for the company. Under Hubbard's leadership, the Company had completed a successful three year restructuring process to review operational practices and institute cost saving measures to the manufacturing process. Seeing significant improvement from those efforts, ownership felt it was the appropriate time to pursue a sale of the Company. Matt LoCascio, managing director for Equity Partners HG, said, "Our task was to maximize value and find the right buyer for Accubuilt. As we explored the market and considered the options available, it was clear Armbruster Stageway presented the best fit for the long term success of Accubuilt, its employees, customers, and vendors. We are very pleased with the outcome." Other professionals who worked on the transaction include: * Rob Hubbard, Hub Management Group, chief restructuring officer to Accubuilt, Inc. * Chris Bordoni, Adam Calisoff, and Robert Stefancin Ice Miller, counsel to Accubuilt, Inc. * Pete Palladino and Doug Gooding, Choate Hall & Stewart, counsel to secured creditor About Equity Partners HG Equity Partners HG -- http://www.equitypartnershg.com/-- provides boutique investment banking services for companies seeking a sale or with unique financing needs. Recognized as a national leader in maximizing value for businesses and properties, Equity Partners HG uses a proven process that has provided solutions for over 500 clients throughout the United States since 1988. Equity Partners HG is a wholly owned subsidiary of Heritage Global Inc. (OTCQB: HGBL and CSE: HGP). ********* 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 ***