/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170829.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 29, 2017, Vol. 21, No. 240 Headlines 21ST CENTURY ONCOLOGY: Claims Bar Date Expires Sept. 5 ABRAXAS PETROLEUM: Egan-Jones Hikes Sr. Unsec. Rating to CCC ALLEGIAN INSURANCE: A.M. Best Withdraws 'B(Fair)' FSR ALLY FINANCIAL: Commitment to Maintain Leverage Ratio Released AMERICAN FEDERATED: A.M. Best Affirms 'bb' Issuer Credit Rating AMERICAN RESOURCES: A.M. Best Cuts Financial Strength Rating to B- AMERICAN TOOLS: Plan Confirmation Hearing Set for Oct. 4 ANEW YOU MEDICAL: Taps Malaise Law Firm as Attorney AURORA GAS: $100K Sale of Equipment to Aurora Exploration Okayed AVENICA INC: Trustee's Sale of Computer Equipment for $1.5K Okayed AVMED INC: A.M. Best Affirms B(fair) Financial Strength Rating AYTU BIOSCIENCE: Armistice Has 9.9% Stake as of Aug. 14 AYTU BIOSCIENCE: Manchester Has 4.6% Stake as of Aug. 15 B & B FAMILY: Plan Confirmation Hearing Set for Sept. 26 BARBARA BRODY: Conservator's Sale of Los Angeles Property Approved BEACON ROOFING: S&P Puts 'BB-' CCR on CreditWatch Negative BEBE STORES: Signs $50,000 Retention Agreement With PAO BILL BARRETT: Egan-Jones Raises Sr. Unsecured Rating to CC BIOSCRIP INC: CAO Britt Jeffcoat Will Step Down BIOSTAGE INC: Adds Two New Members to Board of Directors BOND AND COMPANY: Gets Approval to Hire CBIZ MHM as Accountant BRIAR HILL: Case Summary & 18 Largest Unsecured Creditors CANNABIS SCIENCE: Incurs $2.38 Million Net Loss in Second Quarter CARRIZO OIL: Egan-Jones Hikes Sr. Unsecured Rating to B- CHARLES LUCAS: Lowe Selling All Nacogdoches Mineral Interests COMBIMATRIX CORP: MMCAP Has 5.5% Stake as of Aug. 7 COMPASS ITECH: Chapter 727 Claims Bar Date Set for Dec. 11 CONSOLIDATED COMMUNICATIONS: Egan-Jones Cuts Unsec. Ratings to B- COUNTRYWIDE INSURANCE: A.M. Best Revises Outlook to Negative COWEN INC: Egan-Jones Raises Sr Unsecured Rating to BB+ CRYOPORT INC: Continues to Register 1.6 Million Common Shares CRYSTAL WATERFALLS: Court Has No Jurisdiction on State Law Claims CST INDUSTRIES: Court Sets Sept. 22 Claims Bar Date CTI BIOPHARMA: Matthew Plunkett Resigns as Chief Business Officer CYPRESS SEMICONDUCTOR: S&P Alters Outlook to Stable & Affirms CCR DANCING WATERS: Sahlin to Sell 50% Interest in Bellingham Property DENBURY RESOURCES: Egan-Jones Hikes Sr. Unsec. Debt Rating to CCC DOLPHIN ENTERTAINMENT: Reports $1.55M Net Loss for Second Quarter EARNSHAW ASSOCIATES: Seeks to Hire CGI & Appoint CRO EARNSHAW ASSOCIATES: Taps Lewis & Thomas as Legal Counsel EAST MAIN COMPLEX: Voluntary Chapter 11 Case Summary ECOSPHERE TECHNOLOGIES: Incurs $1.26 Million Net Loss in Q2 EMBLEMHEALTH INC: A.M. Best Affirms C++ FSR on Subsidiaries EQUITABLE LIFE: A.M. Best Keeps B(fair) Financial Strength Rating EXCO RESOURCES: Egan-Jones Lowers FC Unsec. Rating to C EXGEN TEXAS: S&P Affirms 'CCC-' Sr. Sec. Rating, Outlook Negative FAH INVESTMENTS: Rhode Island Court Appoints Receiver FINJAN HOLDINGS: Will Present at Annual Liolios Gateway Sept. 6 FIRST CHICAGO: A.M. Best Alters Outlook to Pos. & Affirms FSR FIRSTLIGHT HYDRO: S&P Raises CCR to 'B+', Outlook Stable FLO'S LLC: Taps William C. Schuster as Accountant FOSSIL GROUP: Egan-Jones Cuts Sr. Unsecured Rating to BB FTE NETWORKS: Hikes 2nd Quarter Revenue to $50.7 Million FTE NETWORKS: Incurs $5.09 Million Net Loss in Second Quarter GELTECH SOLUTIONS: Signs New 3-Year Contract with CFO GOLDEN INSURANCE: A.M. Best Affirms 'bb-' LT Issuer Credit Rating GREAT BASIN: Reaches Forbearance Agreement With Lender GREEN PLAINS: Egan-Jones Lowers Sr. Unsecured Rating to B+ GUIDED THERAPEUTICS: Signs $53K Note Purchase Pact With Power Up HELIOS AND MATHESON: Will Acquire Majority Stake in MoviePass HISTOPATH LAB: Chapter 727 Claims Bar Date Set for Dec. 13 HUMANIGEN INC: Has $15M Equity Financing From Aperture IDERA INC: S&P Cuts CCR to 'B-' on Add'l. Debt-Funded Acquisitions INTERNAP CORP: S&P Alters Outlook to Stable & Affirms 'B' CCR ISTAR INC: Egan-Jones Raises Sr. Unsecured Rating to BB- ITUS CORP: Fails to Comply With Nasdaq's $1 Bid Price Rule J CREW GROUP: Incurs $20.6 Million Net Loss in Second Quarter J CREW GROUP: Names Vincent Zanna as New Chief Financial Officer JAX TRANSFER: Chapter 727 Claims Bar Date Set for Nov. 25 JAXCOPY LLC: Chapter 727 Claims Bar Date Set for Nov. 27 JOHN Q. HAMMONS: $1.6M Sale of Middleton Property to JDH Okayed KEMET CORP: Egan-Jones Hikes Sr. Unsecured Ratings to CCC KING'S PEAK: Hires Burdick & Associates as Accountants KING'S PEAK: Taps Leaf River's Tiddens as CRO LAYFIELD & BARRETT: Taps Havkin & Shrago as Legal Counsel LEO MOTORS: Reports $3.1 Million Net Loss for Second Quarter LEWER LIFE: A.M. Best Affirms B(fair) Financial Strength Rating LIQUIDMETAL TECHNOLOGIES: Appoints Tony Chung to Board MAX SOUTH CONSTRUCTION: Nov. 20 Chapter 727 Claims Bar Date Set MICHAELS STORES: Egan-Jones Assigns BB- Sr. Unsec. Debt Ratings MIDROX INSURANCE: A.M. Best Hikes Financial Strength Rating NC MUTUAL: A.M. Best Lowers Financial Strength Rating to C+ NEPHROS INC: Has $1M Revolving Credit Facility With Tech Capital NORTH CENTRAL FLORIDA: Plan Outline Hearing Set for Sept. 7 NORTHWEST DENTISTS: A.M. Best Hikes Rating From 'B(fair)' NOTIS GLOBAL: Ned Siegel Becomes Executive Chairman NOTIS GLOBAL: Unwinds Acquisition of PCH Investment OCEAN RIG: U.S. Court Formally Recognizes Cayman Proceedings OMEROS CORP: Continues to Pursue 'Art Doyle' Defamation Case OMINTO INC: Form 10-Q Delay Triggers Nasdaq Noncompliance OPTIMUMBANK HOLDINGS: Bank Chief Operating Officer Resigns PANDA TEMPLE: S&P Withdraws 'D' Corporate Credit Rating PENICK PRODUCE: Committee Seeks Ch. 11 Trustee Appointment PERFUMANIA HOLDINGS: Files for Chapter 11 with Pre-Packaged Plan PERFUMANIA HOLDINGS: Gordon & Hilco to Hold GOB Sales at 65 Stores PERFUMANIA HOLDINGS: Pre-Packaged Plan Has All Claims Unimpaired PET EXPRESS: Plan Confirmation Hearing Set for Sept. 7 PRECIPIO INC: Prices $6 Million Public Offering PRECIPIO INC: Reports $8.9 Million Net Loss for Second Quarter QUANTUM CORP: Six Directors Elected by Stockholders REYNOLDS PROTECTION: Plan Confirmation Hearing Set for Sept. 12 RICE ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB- ROOT9B HOLDINGS: Secures Incremental Funding of $500,000 RS & E HOLDINGS: Chapter 727 Claims Bar Date Is Dec. 5, 2017 SAEXPLORATION HOLDINGS: Reports Q2 Consolidated Financial Results SEARS CANADA: Fairholme Capital Reports 15.9% Equity Stake SEARS CANADA: Fairholme Cuts Ownership Stake to 16.6% SEVEN OAKS: To Pay Debtors Through Receivables, Property Sale SINGH LODGING: Ch. 11 Trustee Sought Due to Gross Mismanagement SIXTY SIXTY CONDOMINIUM: $1M Bulk Sale of All Assets to MRC Okayed SKYWEST INC: Egan-Jones Lowers Sr. Unsecured Ratings to BB SPANISH BROADCASTING: Two Directors Tender Resignations SPI ENERGY: Strong Textile Owns 3.8% of Shares as of Aug. 24 SPRUILL'S PROPERTIES: Case Summary & 4 Top Unsecured Creditors ST. JOSEPH HEALTH PLAN: Rhode Island Court Appoints Receiver STEAK N SHAKE: S&P Alters Outlook to Negative & Affirms 'B-' CCR STOLLINGS TRUCKING: River Buying Personal Property for $105K SUNVALLEY SOLAR: Reports $170,000 Net Loss in Second Quarter TERRAVIA HOLDINGS: Sept.11 Auction of All Assets Set TOWERSTREAM CORP: Shareholder Urges Board to Hire Banker TRE AMICI LEASING: Taps Douglas J. Burns as Accountant VALLEY PETROLEUM: Hires Leverson Lucey & Metz as Attorney VERTEX ENERGY: Okays Grant of 480,000 Shares Stock Options WADHWA DENTAL: Plan Confirmation Hearing Set for October 4 WALKER RENAISSANCE: Taps Grimaldi Commercial as Real Estate Agent WEST BATON: DOJ Watchdog Names D. Murray Name as Ch. 11 Trustee WEST VIRGINIA NATIONAL: A.M. Best Revises Outlook to Negative XPO LOGISTICS: S&P Raises CCR to BB- on Improved Credit Metrics [^] Large Companies with Insolvent Balance Sheet ********* 21ST CENTURY ONCOLOGY: Claims Bar Date Expires Sept. 5 ------------------------------------------------------ Parties-in-interest, excluding governmental entities, have until Sept. 5, 2017, to file proofs of claim in the Chapter 11 cases of 21st Century Oncology Holdings, Inc., and its debtor-affiliates. Governmental entities have until Nov. 21, 2017, to file proofs of claim. Each Proof of Claim must be filed, including supporting documentation, by either: (i) electronically using the interface available on the Notice and Claims Agent's website at https://epoc.kccllc.net/21co; or (ii) first-class U.S. Mail, overnight mail, or other hand-delivery system, which Proof of Claim must signed by the claimant, or if the claimant is not an individual, by an authorized agent of the claimant, so as to be received by Kurtzman Carson Consultants LLC on or before the Claims Bar Date or the Governmental Bar Date (or, where applicable, on or before any other Bar Date) at this address: 21st Century Oncology Holdings, Inc. Claims Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, California 90245; IF DELIVERED BY HAND United States Bankruptcy Court Southern District of New York 300 Quarropas Street, Room 248 White Plains, NY 10601 About 21st Century Oncology 21st Century Oncology Holdings, Inc., is a global provider of integrated cancer care services. As of March 31, 2017, the company operated 179 treatment centers, including 143 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America. 21st Century and 59 U.S. affiliates filed Chapter 11 petitions under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. The cases are pending before the Hon. Judge Robert D. Drain. Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP serves as the Debtor's bankruptcy counsel. The Debtor employed Kurtzman Carson Consultants LLC as claims and noticing agent. At the time of the filing, the Debtors estimated their assets and debt at $1 billion to $10 billion. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee has tapped Morrison & Foerster LLP as counsel and Berkeley Research Group, LLC and financial advisor. ABRAXAS PETROLEUM: Egan-Jones Hikes Sr. Unsec. Rating to CCC ------------------------------------------------------------ Egan-Jones Ratings Company, on June 19, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Abraxas Petroleum Corp to CCC from CC. EJR also raised the ratings on commercial paper to C from D. Based in San Antonio, Texas, Abraxas Petroleum Corporation, an independent energy company, engages in the acquisition, exploitation, development, and production of oil and gas properties in the United States. ALLEGIAN INSURANCE: A.M. Best Withdraws 'B(Fair)' FSR ----------------------------------------------------- A.M. Best has withdrawn the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb+", each with a stable outlook of Allegian Insurance Company, d/b/a Allegian Health Plans (AHP) (San Antonio, TX). The ratings withdrawal reflects the fact that there is insufficient information being provided to A.M. Best to support an ongoing credit opinion of the company consistent with A.M. Best's rating criteria. Certain assets of AHP's Medicare Advantage business were assumed by GHS Insurance Company, and certain assets of AHP's commercial business were assumed by Blue Cross Blue Shield of Texas. A.M. Best's policy is for a final rating to be completed along with a rating withdrawal. However, a final rating was not able to be completed due to lack of financial data and other information necessary to support the formation of a current credit rating opinion. ALLY FINANCIAL: Commitment to Maintain Leverage Ratio Released -------------------------------------------------------------- Ally Financial Inc. announced that the Federal Reserve has released Ally Bank from the capital, liquidity, and business plan commitments that had been made in connection with its application for membership in the Federal Reserve System, including the commitment to maintain a Tier 1 leverage ratio of at least 15%. Ally Bank may now manage its capital and liquidity subject to applicable regulatory requirements and, as a result, is expected to distribute a dividend of approximately $2.9 billion to Ally Financial Inc. during the third quarter of 2017. "The release of these application commitments is a significant milestone for the company," said Ally Chief Executive Officer Jeffrey J. Brown. "This development completes the process of normalizing our regulatory framework, allowing us to optimize our capital and funding structure on a level playing field with other banks, and is a critical step in ensuring we remain on track for delivering on our financial and strategic objectives." About Ally Financial Inc. Ally Financial Inc. (NYSE: ALLY) (formerly GMAC Inc.) is a digital financial services company and a top 25 U.S. financial holding company offering financial products for consumers, businesses, automotive dealers and corporate clients. Ally's legacy dates back to 1919, and the company was redesigned in 2009 with a distinctive brand, innovative approach and relentless focus on its customers. Ally has an award-winning online bank (Ally Bank Member FDIC and Equal Housing Lender), which offers deposit, mortgage and credit card products, one of the largest full service auto finance operations in the country, a complementary auto-focused insurance business, a growing digital wealth management and online brokerage platform, and a trusted corporate finance business offering capital for equity sponsors and middle-market companies. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.1 billion for the year ended Dec. 31, 2016, compared to net income of $1.28 billion for the year ended Dec. 31, 2015. * * * As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it revised its outlook on Ally Financial to stable from positive and affirmed the 'BB+' long-term issuer credit rating. "The revised outlook reflects weakening credit conditions in the vehicle finance industry, in our view, which represents the majority of Ally's business," said S&P Global Ratings credit analyst Matthew Carroll. As reported by the TCR on Oct. 3, 2016, Fitch Ratings has affirmed Ally Financial's Long-Term Issuer Default Rating at 'BB+', Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'. The Rating Outlook is Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer lending-focused internet banks, which comprises four publicly rated firms. AMERICAN FEDERATED: A.M. Best Affirms 'bb' Issuer Credit Rating --------------------------------------------------------------- A.M. Best, in early June 2017, affirmed the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb" of American Federated Insurance Company (AFIC) (Flowood, MS). The outlook of these Credit Ratings (ratings) remains negative. AFIC is an indirect, wholly owned subsidiary of First Tower Finance Company LLC (First Tower Finance), a multi-line specialty finance company. Prospect Capital Corporation [NASDAQ: PSEC], a publicly traded closed-end investment company, indirectly owns an 80.1% majority interest in First Tower Finance and its subsidiaries. The ratings reflect the considerable financial leverage that has resulted in a deficit in members' equity at First Tower Finance, stemming from a 2014 transaction involving the return of First Tower Finance's capital to its members. The outlooks reflect the significant financial leverage at First Tower Finance, an intermediate holding company, and the potential for this to create pressure on AFIC for dividends or increased expense sharing. Negative rating actions could occur if the financial condition of First Tower Finance weakens significantly. In addition, negative rating actions could occur should Prospect Capital Corporation fail to provide adequate support for First Tower Finance and its subsidiaries. AMERICAN RESOURCES: A.M. Best Cuts Financial Strength Rating to B- ------------------------------------------------------------------ A.M. Best has downgraded the Financial Strength Rating to B- (Fair) from B (Fair) and the Long-Term Issuer Credit Rating to "bb-" from "bb" of American Resources Insurance Company, Incorporated (ARIC) (headquartered in Mobile, AL). The outlook of these Credit Ratings (ratings) remains negative. The negative rating actions reflect the further weakening of ARIC's balance sheet, its ongoing unfavorable operating performance and historical inability to execute effective risk management practices. Surplus levels continue to decline while underwriting risk increases, resulting in high underwriting leverage and above average use of reinsurance to bring its net retained exposures to a manageable level. Earnings have also been strained by investments in technology and staff to support growth initiatives. Since 2012, ARIC has provided commercial multi-peril, workers' compensation, commercial auto and general liability coverage, primarily in small rural areas in Georgia, Alabama, Mississippi, Tennessee, Kentucky and other Southern states. Recent underwriting losses were attributed to larger non-rural commercial accounts produced in the metro Atlanta, Georgia area. ARIC also maintains exposure to claims related to black lung disease from a legacy workers' compensation book of business provided in the past to the coal mining industry. In recent years, the run-off of these legacy claims has been favorable. The negative outlook reflects pressure on the rating and A.M. Best's opinion that the balance sheet will continue to weaken in 2017 due to further loss of surplus from operations. AMERICAN TOOLS: Plan Confirmation Hearing Set for Oct. 4 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on October 4 to consider approval of the Chapter 11 plan of reorganization for American Tools Inc. The hearing will be held at 2:00 p.m. at the Jose V. Toledo, Federal Building & U.S. Courthouse, Courtroom No. 1, Second Floor, 300 Del Recinto Sur Street, Old San Juan, Puerto Rico. The court on August 3 approved the company's disclosure statement after finding that it contains "adequate information." The order required creditors to file objections to confirmation of the plan on or before seven days prior to the hearing. Under the plan, creditors holding Class 3 general unsecured claims will get 3% of their claims. They will receive a monthly payment of $1,786.39 for 60 months for a total of $107,183.32. Payments will start 30 days after confirmation of the plan. General unsecured creditors assert a total of $3,572,777.31 in claims. About American Tools American Tools, Inc. manufactures custom sheet metal products in its facilities in Bayamon, Puerto Rico. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-08071) on October 7, 2016. Jimmy Cepeda Benavides, vice-president and treasurer, signed the petition. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case is assigned to Judge Brian K. Tester. The Debtor hired the Law Offices of Emily D. Davila as its legal counsel. On May 16, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. ANEW YOU MEDICAL: Taps Malaise Law Firm as Attorney --------------------------------------------------- Anew You Medical Weight Loss and Spa PLLC seeks authority from the US Bankruptcy Court for the Western District of Texas, San Antonio Division, to employ Malaise Law Firm as bankruptcy counsel. The professional services which Malaise Law is to render are: (a) give the Debtor-in-Possession legal advice with respect to the Debtor's powers and duties in the continued operation of the business and the management of the funds and property of the Debtor-in-Possession; (b) prepare, on behalf of the Debtor-in-Possession, necessary pleadings and other documents; (c) advise the Debtor-in-Possession and work with the Debtor's creditors in an effort to devise a Plan; and (d) perform all other legal services for the Debtor-in-Possession which may be necessary under Chapter 11 . The Debtor proposes to employ Malaise Law Firm at these hourly rates: Steven G. Cennamo $275.00 J. Todd Malaise $275.00 Legal Assistant $ 60.00 Steven G. Cennamo, Esq. attests that he does not represent nor have any connection with any creditor, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, and represent no interest adverse to the Debtor. The Firm can be reached through: Steven G. Cennamo, Esq. MALAISE LAW FIRM 909 N.E. Loop 410, Suite 300 San Antonio, TX 78209 Telephone: (210) 732-6699 Facsimile: (210) 732-5826 About Anew You Medical Weight Loss and Spa San Antonio-based Anew You -- https://anewyousa.com/ -- is a new upscale med spa with the most innovative medical technology in lasers, injections, medical weight loss, beauty and wellness services. .The Debtor sought Chapter 11 protection (Bankr. W.D. Tex. Case No: 17-51756) on July 28, 2017. The petition was signed by Margaret Sheryl Wehner, managing member. The Hon. Craig A. Gargotta presides over the case. Steven G. Cennamo, Esq. at Malaise Law Firm, represents the Debtor as counsel. At the time of filing, the Debtor estimates $0 to $50,000 in assets and $1 million to $10 million in liabilties. AURORA GAS: $100K Sale of Equipment to Aurora Exploration Okayed ---------------------------------------------------------------- Judge Gary Spraker of the U.S. Bankruptcy Court for the District of Alaska authorized Aurora Gas, LLC to (i) assume and assign its oil and gas leases in the Nicolai Creek Unit; (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. The sale of the Equipment is "as is, where is" without warranties of condition or merchantability of any kind. The assignment of the Mineral 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 Mineral Leases and the Equipment, receive all revenue therefrom and from the Sales Contracts, and be responsible for the related operating expenses. The failure of the State of Alaska to approve assignment of the Mineral Leases on terms acceptable to AE will nullify the Transaction and all parties will be restored to their positions as of the date of the entry of the Order. Any necessary cures of default or adequate assurances of future performance will be provided by AE but be limited by the terms set out in the Second Offer from AE, supplemented by the attachment to AE's status report, and the Response to Debtor's Counter-Offer. The Transaction will be closed promptly following State approval of the assignment of the Mineral Leases. AE will pay the Debtor $100,000 in cash at closing and will indemnify the Debtor and its bankruptcy estate for any future well closure and abandonment liabilities, and for all maintenance costs for the assigned leases after the effective date of Sept. 1, 2017, provided AE receives the revenue from the assigned leases after the effective date. Except for well closure and abandonment liabilities, AE will have no liability for the Debtor's pre-petition liabilities related to the assigned leases including but not limited to royalty payments, maintenance costs and operating expenses. Following the closing the Mineral Leases, the Sales Contracts and the Equipment will be free and clear of liens of any party given notice of this sale or who has actual knowledge of the sale in time to raise an objection to it with the Court. The Transaction does include the AG "Sale Contracts" for the sale of natural gas to Tesoro, HEA and Helena Energy. It does not include the Large Commercial gas sale contracts owned by AG before bankruptcy. The Large Commercial Contracts will be subject to a further order by the Court. AE has offered $10,000 to purchase the Large Commercial Contracts; however, the Court retains jurisdiction to dispose of the Large Commercial Contracts by a subsequent order. 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. AVENICA INC: Trustee's Sale of Computer Equipment for $1.5K Okayed ------------------------------------------------------------------ Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York authorized the Asset Purchase Agreement dated June 28, 2017 by and between Esther DuVal, the Chapter 11 trustee for Avenica Inc. and Gallant Capital Markets, and NJ Premier, Inc., in connection with the private sale of computer and electronic equipment of de minimis value for $1,500. The sale is free and clear of all liens, claims, encumbrances and interests of any kind or nature whatsoever to the fullest extent permitted by law. About Avenica Inc. Avenica, Inc., is a service company that provides staffing and day-to-day operations for Gallant Capital Markets, a foreign exchange broker incorporated in the British Virgin Islands. Avenica and Gallant sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 17-41813 and 17-41814) on April 14, 2017. The petitions were signed by Salvatore Bucellato, CEO. At the time of the filing, Avenica estimated assets and liabilities of less than $50,000, and Gallant estimated its assets and liabilities at $1 million to $10 million. Judge Elizabeth S. Stong presides over the cases. The Debtors hired Shipkevich PLLC as their bankruptcy counsel. On May 30, 2017, the Office of the U.S. Trustee appointed Esther DuVal as Chapter 11 trustee for the Debtors. The appointment was approved by the Court. Counsel for the Trustee: Robert M. Schechter, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 156 West 56th Street, Suite 803 New York, NY 10019-3800 AVMED INC: A.M. Best Affirms B(fair) Financial Strength Rating -------------------------------------------------------------- A.M. Best, in June 2017, downgraded the Long-Term Issuer Credit Rating (Long-Term ICR) to "bb" from "bb+" and affirmed the Financial Strength Rating (FSR) of B (Fair) of AvMed, Inc. (AvMed) (Miami, FL). The outlook for the FSR has been revised to negative from stable, while the outlook for the Long-Term ICR remains negative. The rating action reflects the continued decline in AvMed's absolute capital and a corresponding decrease in its risk-adjusted capital for year-end 2016. The $15 million net loss reported in 2016 deteriorated compared to the prior year and resulted primarily from growing membership selecting the richest platinum and gold plans, which generated higher utilization in its Individual & Family Plan (IFP) off-Exchange product. Additionally, AvMed's financial losses were partially attributed to its planned investments in information technology capabilities. AvMed's management is in the process of executing an operating performance improvement plan, including initiatives focused on developing a more cost efficient operating model. Furthermore, the Florida Office of Insurance Regulation (OIR) approved an IFP premium rate increase effective Jan. 1, 2017. Management also has recently filed with the OIR its proposed premium rate increases for 2018. However, the level of risk-adjusted capitalization is projected to increase only marginally during 2017. A.M. Best is concerned that potential unexpected premium growth or medical cost increases may put further pressure on already weak capitalization. Future positive rating action may occur if AvMed reports a sustained trend of profitable operating results and a trend of improved risk-adjusted capital. Future negative rating actions could occur if operating losses continue or risk-adjusted capital declines further. AYTU BIOSCIENCE: Armistice Has 9.9% Stake as of Aug. 14 ------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Armistice Capital, LLC, Armistice Capital Master Fund Ltd. and Steven Boyd disclosed that as of Aug. 14, 2017, they beneficially owned 8,112,818 shares of common stock of Aytu Bioscience, Inc., representing 9.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/kBYw9Q About Aytu Bioscience Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu Bioscience reported a net loss of $28.18 million for the year ended June 30, 2016, following a net loss of $7.72 million for the year ended June 30, 2015. As of March 31, 2017, Aytu had $15.91 million in total assets, $7.39 million in total liabilities, and $8.52 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about the Company's ability to continue as a going concern. AYTU BIOSCIENCE: Manchester Has 4.6% Stake as of Aug. 15 -------------------------------------------------------- Manchester Management Company, LLC, disclosed in a regulatory filing with the Securities and Exchange Commission that as of Aug. 15, 2017, it beneficially owns 4,206,614 shares of common stock of Aytu Bioscience Inc. representing 4.6 percent of the shares outstanding. James E. Besser also reported beneficial ownership of 5,563,955 common shares. The securities reported in this Schedule 13G that are beneficially owned by Manchester Management Company, LLC are directly owned by advisory clients of Manchester Management Company, LLC, none of which owns more than 5% of the class. A full-text copy of the Schedule 13G is available for free at: https://is.gd/GQjoj4 About Aytu Bioscience Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu Bioscience reported a net loss of $28.18 million for the year ended June 30, 2016, following a net loss of $7.72 million for the year ended June 30, 2015. As of March 31, 2017, Aytu had $15.91 million in total assets, $7.39 million in total liabilities and $8.52 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about the Company's ability to continue as a going concern. B & B FAMILY: Plan Confirmation Hearing Set for Sept. 26 -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California is set to hold a hearing on September 26 to consider approval of the Chapter 11 plan of reorganization for B & B Family, Incorporated. The court on August 3 approved the company's disclosure statement after finding that it contains "adequate information." The order set a September 20 deadline for creditors to file their objections to confirmation of the proposed restructuring plan. About B & B Family, Incorporated B & B Family, Incorporated aka Oggi's Apple Valley aka Oggi's Apple Valley Pizza aka B&B Family, Inc. aka Oggi's dba Oggi's Pizza & Brewing Company aka Apple Valley Oggi's Pizza & Brewing Company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-19993), on Nov. 10, 2016. The petition was signed by Randall Richey, secretary. The case is assigned to Judge Mark D. Houle. The Debtor is represented by Todd Turoci, Esq. and Julie Philippi, Esq., at The Turoci Firm. The Debtor disclosed $114,662 in total assets and $1.10 million in total liabilities. BARBARA BRODY: Conservator's Sale of Los Angeles Property Approved ------------------------------------------------------------------ Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California authorized Marlene M. Dennis, the appointed conservator for Barbara S. Brody, to sell real property located at 4184 Mildred Avenue, Los Angeles, California, to Marian Farimani with title vested as Marre, LLC, for $1,060,000. A hearing on the Motion was held on Aug. 8, 2017. Landmark Escrow is authorized to pay all closing costs, brokers' commissions and real property taxes at the closing of the sale. The Escrow is authorized to pay the following claims listed in preliminary title report, including all reasonable accruals, interests and fees to: (i) the claim of Nationstar Mortgage, LLC - Instrument No. 2002-2872728; and (ii) the claim of Bank of America, N.A. - Instrument No. 2007-2494236. The sale is free and clear of all liens, claims, encumbrances, adverse interests, liabilities and obligation, including but not limited to, the disputed lien of Matthew William Parr Bennett - Instrument No. 2015-1212513. The Bennett Lien will attach to the proceeds of the Sale with the same extent, validity, priority, force, and effect that it had against the Mildred Property immediately prior to the Sale. The Escrow will tender the Net Proceeds to the Debtor's counsel's to be deposited into the attorney-client trust account of Weintraub & Selth, APC ("WS"). WS will not make any disbursements from the Net Proceeds unless expressly authorized by the Order or by further order of the Court. The 14-day stay provided by Federal Rule of Bankruptcy Procedure 6004(h) is waived, and the Order will be effective and enforceable immediately upon entry. About Barbara S. Brody Barbara S. Brody sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-22654) on Sept. 23, 2016. The Debtor's brother and temporary conservator Norman M. Brody commenced the bankruptcy case. Subsequently, Marlene M. Dennis, was appointed as successor conservator of the estate of Barbara S. Brody. The Debtor engaged James R. Selth, Esq., at Weintraub & Selth AP, as counsel. It also tapped Estates & Trust Properties USA as broker. BEACON ROOFING: S&P Puts 'BB-' CCR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed its 'BB-' corporate credit rating on Herndon, Va.-based Beacon Roofing Supply Inc. on CreditWatch with negative implications. In addition, S&P placed its issue-level ratings on the company on CreditWatch with negative implications. The CreditWatch follows Beacon's announcement that it has entered into a definitive agreement to purchase Allied Building Supply Inc. from CRH plc for total cash consideration of $2.625 billion. The company expects to complete the transaction on Jan. 2, 2018, subject to customary regulatory approvals. S&P Global Ratings will discuss Beacon's strategic and financial policy plans with management, including the terms of the new debt and capital structure, the acquisition's impact on Beacon's overall business, projected operating performance, and debt reduction targets. S&P said, "We will also review the terms and potential impact on the company's existing and proposed issue-level ratings given the proposed addition of incremental asset-based revolving credit capacity and new term loans and senior notes. Assuming the transaction closes and the financing is as planned, we may either affirm or lower the ratings on Beacon, but at this juncture we believe any downgrade would likely be limited to one notch." BEBE STORES: Signs $50,000 Retention Agreement With PAO ------------------------------------------------------- To encourage continued employment through the Company's restructuring process, bebe stores, inc. entered into a retention bonus agreement with Darren Horvath, the Company's controller and principal accounting officer on Aug. 17, 2017. Mr. Horvath will receive a retention bonus $50,000 should he remain employed by the Company until Dec. 31, 2017. The Retention Bonus will not be earned and will not be paid if he (i) voluntarily terminates employment or (ii) is terminated by the Company for cause prior to the End Date. If Mr. Horvaths' employment is terminated by the Company without cause prior to the End Date, Mr. Horvath will be paid the entire amount of the retention bonus. About bebe stores inc. Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a women's retail clothier established in 1976. The brand develops and produces a line of women's apparel and accessories, which it markets under the Bebe, BebeSport, and Bebe Outlet names. Manny Mashouf founded bebe stores, inc. and has served as chairman of the Board since the Company's incorporation in 1976. Mr. Mashouf became the chief executive officer beginning February 2016. He previously served as the Company's CEO from 1976 to February 2004 and again from January 2009 to January 2013. Mr. Mashouf is the uncle of Hamid Mashouf, the Company's chief information officer. The Company operated brick-and-mortar stores in the United States, Puerto Rico and Canada. The Company had 142 retail stores before ending all retail operations in the U.S. by May 27, 2017. bebe stores reported a net loss of $27.48 million for the year ended July 2, 2016, compared to a net loss of $27.67 million for the year ended July 4, 2015. bebe stores reported $168,885,000 in assets, $53,077,000 in liabilities and $115,808,000 in total shareholders' equity as of Dec. 31, 2016. As of April 1, 2017, bebe stores had $109.60 million in total assets, $46.48 million in total liabilities and $63.12 million in total shareholders' equity. BILL BARRETT: Egan-Jones Raises Sr. Unsecured Rating to CC ---------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Bill Barrett Corp to CC from C. Bill Barrett Corporation is an energy company based in Denver, Colorado. Its core business is natural gas and oil exploration and development in the Rocky Mountains region of the United States. BIOSCRIP INC: CAO Britt Jeffcoat Will Step Down ----------------------------------------------- Britt C. Jeffcoat agreed that he would step down from his position as vice president, controller and chief accounting officer of BioScrip, Inc., as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. Mr. Jeffcoat's last day with the Company is expected to be Dec. 15, 2017. About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. As of June 30, 2017, Bioscrip disclosed $613.38 million in total assets, $600 million in total liabilities, $2.63 million in series A convertible preferred stock, $74.22 million in series C convertible preferred stock, and a $63.48 million total stockholders' deficit. * * * In August 2017, Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2' Corporate Family Rating. BioScrip's 'Caa2' CFR reflects the company's very high leverage and weak liquidity. In July 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on BioScrip Inc. and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 16, 2016. The outlook is positive. BIOSTAGE INC: Adds Two New Members to Board of Directors -------------------------------------------------------- At a meeting of the Board of Directors of Biostage, Inc., on Aug. 14, 2017, the Board increased the size of the Board from five directors to six directors. The Board appointed Dr. Saverio La Francesca, its current president and chief medical officer, as a director of the Board to fill the vacancy created by the increase in the size of the Board, effective Aug. 14, 2017. Dr. La Francesca has not been appointed to serve as a member of any of the Board's committees at this time. As a director that is also an employee of the Company, Dr. La Francesca will not receive any additional compensation for his role as a director. In addition, as of Aug. 14, 2017, in connection with the conditions of a purchase agreement, the Board increased the size of the Board from six directors to seven directors, and appointed Leon Greenblatt III as a director of the Board to fill the vacancy created by the increase in the size of the Board. Mr. Greenblatt has not been appointed to serve as a member of any of the Board's committees at this time. For his service, Mr. Greenblatt will receive compensation commensurate with that received by the Company's other non-employee directors. About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its preclinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage reported a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million on $118,000 of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Biostage had $4.65 million in total assets, $3.37 million in total liabilities, and $1.28 million in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BOND AND COMPANY: Gets Approval to Hire CBIZ MHM as Accountant -------------------------------------------------------------- Bond and Company, Jewelers, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire CBIZ MHM, LLC as its accountant. The firm will, among other things, prepare the Debtor's tax returns and financial reports, and provide litigation support and testimony. The hourly rates charged by the firm range from $300 to $365 for partners and from $145 to $280 for staff. William Tapp, a certified public accountant employed with CBIZ, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William G. Tapp CBIZ MHM, LLC 13577 Feather Sound Drive, Suite 400 Clearwater, FL 33762 Phone: 727-572-1400 About Bond and Company Jewelers Inc. Headquartered in St. Petersburg, Florida, Bond and Company, Jewelers, Inc. -- dba Bond Jewelers, Bond Diamonds, and Pandora -- sells various kinds of jewelries with store branches in St. Petersburg, Brandon and Sarasota Florida. bonddiamonds.com, a dynamic online jewelry commerce site, is the online marketing arm of Bond Diamonds and Bond Jewelers. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-06561) on July 27, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Marvin K. Shavlan, president. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtor's bankruptcy counsel. BRIAR HILL: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------- Affiliated debtors that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Briar Hill Foods, LLC 17-61892 653 S. Union Avenue Alliance, OH 44601 Bias Realty, Ltd. 17-61893 aka Thorne's Bilo aka Thorne's Neighborhood Market aka Thorne's Market 701 1440 Franklin Avenue Salem, OH 44460 Jack Coffy, LLC 17-61894 CPW Properties, Ltd. 17-61895 Thorne Management, Inc. 17-61896 Type of Business: Grocery Stores Industry Chapter 11 Petition Date: August 25, 2017 Court: United States Bankruptcy Court Northern District of Ohio (Canton) Judge: Hon. Russ Kendig Debtor's Counsel: Kate M. Bradley, Esq. Marc B. Merklin, Esq. BROUSE MCDOWELL, LPA 388 S. Main Street, Suite 500 Akron, OH 44311 Tel: 330-535-5711 E-mail: kbradley@brouse.com mmerklin@brouse.com Briar Hill's estimated assets: $1 million to $10 million Briar Hill's estimated debt: $10 million to $50 million Bias Realty's estimated assets: $500,000 to $1 million Bias Realty's estimated debt: $1 million to $10 million The petitions were signed by William T. Thorne, managing member. Briar Hill's list of 18 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb17-61892.pdf Bias Realty's list of 16 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb17-61893.pdf CANNABIS SCIENCE: Incurs $2.38 Million Net Loss in Second Quarter ----------------------------------------------------------------- Cannabis Science, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.38 million on $252 of revenue for the three months ended June 30, 2017, compared to a net loss of $1.74 million on $2,862 of revenue for the three months ended June 30, 2016. For the six months ended June 30, 2017, Cannabis reported a net loss of $6.63 million on $3,985 of revenue compared to a net loss of $5.07 million on $5,787 of revenue for the same period during the prior year. As of June 30, 2017, Cannabis had $2.69 million in total assets, $5.22 million in total liabilities and a $2.53 million total stockholders' deficit. The Company has a working capital deficit of $4,670,849 as of June 30, 2017, compared to a working capital deficit of $2,983,206 as of Dec. 31, 2016. There are insufficient liquid assets to meet current liabilities or sustain operations through 2016 and beyond and the Company must raise additional capital to cover the working capital deficit. Management is working on plans to raise additional capital through private placements and lending facilities. The Company currently is relying on existing cash and loans from stockholders to meet its obligations and sustain operations. The Company has promissory note payment commitments of $1,340,156 due to stockholders and currently is in default. The Company is negotiating with the debtors to extend the notes payable. In addition, the Company has convertible promissory notes payment commitment of $670,407 to Raymond C. Dabney, CEO/Director of the Company and $1,235,790 to Royalty Management Services Corp. The Company has additional capital resource requirements for personnel, supplies, research and development, laboratory, cultivation equipment, green houses and scientific equipment of approximately $6,000,000 over the next 12 months. These capital disbursements are dependent on management's successful raising of capital through private placements and/or lending facilities. "The Company is not currently in good short-term financial standing. We anticipate that we may only generate limited revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next two years to fully realize. There is no assurance we will achieve profitable operations. We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and outside investors in exchange for debt and/or common stock," as disclosed in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/DPUJgF About Cannabis Science Cannabis Science, Inc., was incorporated under the laws of the State of Colorado, on Feb. 29, 1996, as Patriot Holdings, Inc. Cannabis is at the forefront of medical marijuana research and development. The Company works with world authorities on phytocannabinoid science targeting critical illnesses, and adheres to scientific methodologies to develop, produce, and commercialize phytocannabinoid-based pharmaceutical products. Cannabis reported a net loss of $10.19 million on $9,263 of revenue for the year ended Dec 31, 2016, compared with a net loss of $19.14 million on $44,227 revenue for the year ended Dec. 31, 2015. Turner, Stone & Company, L.L.P., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors noted that the Company has suffered recurring losses from operations since inception, has a working capital deficiency and will need to raise additional capital to fund its business operations and plans. Furthermore, there is no assurance that any capital raise will be sufficient to complete the Company's business plans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARRIZO OIL: Egan-Jones Hikes Sr. Unsecured Rating to B- -------------------------------------------------------- Egan-Jones Ratings Company, on July 12, 2017, raised the senior unsecured ratings on debt issued by Carrizo Oil & Gas Inc. to B- from CCC+. EJR also raised the commercial paper rating on the Company to B from C. Previously, on June 19, 2017, EJR raised the local currency and foreign currency senior unsecured ratings on debt issued by Carrizo Oil to CCC+ from CCC. Carrizo Oil & Gas, Inc., together with its subsidiaries, engages in the exploration, development, and production of oil and gas primarily in the United States. CHARLES LUCAS: Lowe Selling All Nacogdoches Mineral Interests ------------------------------------------------------------- John Patrick Lowe, the post-confirmation Plan Trustee of Charles Michael Lucas, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of all of the bankruptcy estate's mineral and royalty interests in Nacogdoches County, Texas, including, without limitation, the mineral and royalty interests (but not working interests) in Nacogdoches County, Texas, to William O. Berry, Box 448, Uvalde, Texas 78802, for $67,200, with an effective date of Sept. 1, 2017, subject to overbid. Objections, if any, must be filed within 21 days from the date of service. The Debtor's Schedules disclose real property interests in Nacogdoches County, Texas. The Plan Trustee solicited offers for those interests. The highest offer, and for mineral and royalty interests only, was submitted by the Buyer. The Buyer's is Roger Berry of Uvalde, Texas whom the Plan Trustee has known for over 50 years. All of the bankruptcy estate's mineral and royalty interests in Nacogdoches County, Texas, are described in the Debtor's Schedule A/B. A copy of the Debtor's Schedule A/B attached to the Motion is available for free at: http://bankrupt.com/misc/Charles_Lucas_387_Sales.pdf The Plan Trustee does not seek authority to sell any real property interests in Nacogdoches County, Texas, other than mineral and royalty interests. He does not now seek authority to sell any working interests in Nacogdoches County, Texas. The sale should be without any warranties and without recourse against the Plan Trustee or the bankruptcy estate. And the sale should be free and clear of any and all liens, claims, security interests and encumbrances, if any, with all of those matters, if any, to attach to the sales proceeds. The Plan Trustee believes that First State Bank Central Texas may have an abstract of judgment against the Debtor filed in Nacogdoches County, Texas. The Buyer has or will examine the title to the interests at his own risk and expense. The Plan Trustee will pay all ad valorem taxes, if any, against the subject interests through the date of the sale provided that evidence of these taxes is turned over to the Plan Trustee within 90 days of the entry of the Order approving the sale. There are no broker’s fees or commissions due in the proposed sale. The Plan Trustee does not yet know whether this sale will create a federal income tax liability for the bankruptcy estate. Any entity may make a higher offer for the subject interests so long as the response is either filed in the case within 21 days of the date of the Motion or is sent to the Plan Trustee in time to enable the Trustee to timely respond to the Motion. If a timely response is filed to the Motion, the Plan Trustee's Motion will be set for a hearing before the Court at time which the Court will consider all bids or offers and will instruct the Plan Trustee to sell the subject interests to the then highest bidder. The Plan Trustee also asks the Court to terminate the stay under Rule 6004(h) of the Federal Rule of Bankruptcy Procedure. The Purchaser: William O. Berry P.O. Box 448 Uvalde, TX 78802 Charles Lucas sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 12-33600) on May 10, 2012. On Feb. 6, 2017, John Patrick Lowe was appointed as the Plan Trustee in the Chapter 11 case in which the Court has confirmed a plan of reorganization. COMBIMATRIX CORP: MMCAP Has 5.5% Stake as of Aug. 7 --------------------------------------------------- MMCAP International Inc. SPC and MM Asset Management Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Aug. 7, 2017, they beneficially own 161,469 common shares of Combimatrix Corporation representing 5.5322% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/z7ktKx About CombiMatrix Corporation CombiMatrix Corporation -- http://www.CombiMatrix.com/-- provides best-in-class molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Its testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next-generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. CombiMatrix reported a net loss attributable to common stockholders of $5.78 million on $12.86 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $7.65 million on $10.08 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Combimatrix had $8.11 million in total assets, $2.16 million in total liabilities and $5.95 million in total stockholders' equity. COMPASS ITECH: Chapter 727 Claims Bar Date Set for Dec. 11 ---------------------------------------------------------- Compass iTech, LLC and Compass Institutional Marketing, LLC, filed on August 11, 2017, a petition commencing an Assignment for the Benefit of Creditors proceeding pursuant to Chapter 727 of the Florida Statutes. Compass iTech, LLC and Compass Institutional Marketing, LLC, are the Assignor. Phil Von Kahle is the Assignee, and whose office is located at 1883 Marina Mile Blvd., Suite 106, Fort Lauderdale, FL 33315. Compass iTech, LLC and Compass Institutional Marketing, LLC, have their principal place of business at 6501 Congress Ave., Suite 100, Boca Raton, FL 33487. In order to receive a dividend, if any, in this proceeding, interested parties must file on or before, December 11, 2017, a Proof of Claim with the Assignee: Phil Von Kahle c/o Michael Moecker & Associates, Inc. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, FL 33315 The case is, IN RE: COMPASS iTECH, LLC, a foreign limited liability company, COMPASS INSTITUTIONAL MARKETING, LLC, a Florida limited liability company, Assignor, To: PHILIP J. VON KAHLE, Assignee, Case Nos. 50-2017-CA-009046-XXXX-MB, 50-2017-CA-009050-XXXX-MB, IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA. CONSOLIDATED COMMUNICATIONS: Egan-Jones Cuts Unsec. Ratings to B- ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, lowered the local currency and foreign currency senior unsecured ratings on debt issued by Consolidated Communications Holdings Inc to B- from B. Consolidated Communications Holdings, Inc. is a holding company with operating subsidiaries that provide integrated communications services in consumer, commercial and carrier channels in California, Illinois, Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania, South Dakota, Texas and Wisconsin. COUNTRYWIDE INSURANCE: A.M. Best Revises Outlook to Negative ------------------------------------------------------------ A.M. Best has revised the outlooks to negative from stable and affirmed the Financial Strength Rating of C+ (Marginal) and the Long-Term Issuer Credit Rating of "b-" of Country-Wide Insurance Company (Country-Wide) (New York, NY). The revised outlooks are due to the company's continued decline in risk-adjusted capitalization as a result of reserve strengthening efforts. Country-Wide's most recent drop in surplus was driven by a considerable increase to all accident year reserves in an effort to eliminate its on-going adverse reserve development trends. In addition, Country-Wide's underwriting and loss reserve leverage measures are well in excess of the private passenger non-standard automobile composite. Partially offsetting these negative rating factors is the company's substantial other income, which in some years, combined with net investment income, is able to offset underwriting losses and allows the company to maintain competitive rates. Country-Wide does have a long-standing presence in its operating territory with a diverse employee force speaking 22 languages and has utilized forms in five different languages. Additionally, the company is heavily invested in technology, which streamlines underwriting and claims processes, and helps to mitigate fraud. COWEN INC: Egan-Jones Raises Sr Unsecured Rating to BB+ ------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Cowen Inc to BB+ from BB. Cowen Inc. offers financial services. The Company provides investment management, equity, research, electronic trading, asset management, investment banking, and other services for transportation, health care, e-commerce, energy, media, technology, and other sectors. CRYOPORT INC: Continues to Register 1.6 Million Common Shares ------------------------------------------------------------- Cryoport, Inc. previously filed with the U.S. Securities and Exchange Commission a Registration Statement on Form S-1 (File No. 333-203006), which was initially filed on March 25, 2015, and became effective on July 23, 2015. The Registration Statement was previously amended pursuant to Post-Effective Amendment No. 1 to the Registration Statement, which was filed as a combined prospectus with the Registration Statement on Form S-1 (File No. 333-212364) initially filed on June 30, 2016, and became effective on Aug. 10, 2016. On Aug. 23, 2017, the Company filed a Post-Effective Amendment No. 2 to Form S-1 on Form S-3 to (i) convert the Registration Statement on Form S-1 to Form S-3 and (ii) maintain the registration of 1,640,401 shares of the Company's common stock issuable upon the exercise of the remaining outstanding warrants originally registered pursuant to the Registration Statement. No additional securities are being registered under this Post-Effective Amendment No. 2. The Company's common stock and the Registered Warrants are currently traded on the NASDAQ Capital Market under the symbols "CYRX" and "CYRXW", respectively. As of Aug. 18, 2017, the closing sale price of its common stock was $7.75 per share and the closing price of the Registered Warrants was $4.14 per warrant. A full-text copy of the regulatory filing is available at: https://is.gd/ouy5jY About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss attributable to common stockholders of $15.05 million on $5.88 million of revenues for the year ended March 31, 2016. For the nine months ended Dec. 31, 2016, Cryoport reported a net loss of $10.40 million. As of June 30, 2017, Cryoport had $17.19 million in total assets, $2.16 million in total liabilities and $15.02 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has experienced recurring operating losses from inception and has used substantial amounts of working capital in its operations. Although the Company has cash and cash equivalents of $4.5 million at Dec. 31, 2016, management has estimated that cash on hand will only be sufficient to allow the Company to continue its operations through the third quarter of calendar year 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. CRYSTAL WATERFALLS: Court Has No Jurisdiction on State Law Claims ----------------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, declines to exercise supplemental jurisdiction over the first through tenth claims in the Counterclaim of HCL 2011, LLC, and dismisses these claims because they are not compulsory claims in relation to the Chapter 11 case of Crystal Waterfalls, LLC, dba Park Inn by Radisson. On July 11, 2017, the Court has issued an order requiring Counterclaimant HCL to submit further briefing showing cause why the Court should not decline to exercise supplemental jurisdiction over certain of the claims asserted in the Counterclaim. In response to the Order to Show Cause, HCL argues that its state law claims arise from the same transaction or occurrence as the claim over which the Court has original jurisdiction. This litigation concerns commercial property located at 1211 East Garvey Street, Covina, California, which Crystal Waterfalls, LLC operated as a Park Inn by Radisson Hotel. On December 2, 2016, the Court approved the sale of the Hotel to Ganyu Huang and LVGEM Investment, LLC for $22.6 million. On January 24, 2017, the sale closed. On November 22, 2015, Lucy Gao, as managing member of the Debtor, and Mr. Benjamin Kirk, as managing member of Washe, LLC, executed a stipulation under which Washe agreed that the Grant Deed was void and of no force or effect, and that title to the Hotel would revest in the name of Crystal Waterfalls, LLC. However, no stipulation was executed with respect to the Deed of Trust. The Court approved the Stipulation invalidating the Grant Deed on November 30, 2015. On its Second Amended Complaint against HCL, the Debtor alleges that HCL, acting through Benjamin Kirk, recorded an unauthorized grant deed transferring the Hotel to Washe. The Debtor also alleges that Washe, acting through Shelby Ho, then recorded an unauthorized "Deed of Trust" against the Hotel and in favor of HCL, which purported to secure a $28.5 loan from HCL to Washe. The Debtor further alleges that neither the Debtor nor Washe: (1) ever entered into a loan agreement with HCL, (2) ever received any funds from HCL, or (3) ever received any benefit from recordation of the Deed of Trust. As such, the Debtor seeks to set aside the Deed of Trust and seeks a declaration that HCL has no interest in the Hotel. The Court finds that the State Court Action involves all the counter-defendants who are involved in this action, and is being prosecuted by Sophia Huang, one of the Lee Investors. The State Court Action asserts many of the same claims for relief that are asserted in HCL's Counterclaim. The Court finds that the issues raised in the HCL's Second Amended Counterclaim have only limited relevance to the Chapter 11 petition of Crystal Waterfalls, LLC. The Counterclaim asserts ten pendent claims: (1) Breach of written contract against Mr. Kirk and Ms. Gao; (2) Breach of oral contract against Mr. Kirk and Ms. Ho; (3) Breach of the implied covenant of good faith and fair dealing against Mr. Kirk, Ms. Gao, and Ms. Ho; (4) Intentional misrepresentation against Crystal, Mr. Kirk, Ms. Gao, and Ms. Ho; (5) Negligent misrepresentation against Crystal, Mr. Kirk, Ms. Gao, and Ms. Ho; (6) Conversion against Crystal, Mr. Kirk, Ms. Gao, and Ms. Ho; (7) Breach of fiduciary duty against Mr. Kirk, Ms. Gao, and Ms. Ho; (8) Fraudulent concealment against Ms. Ho; (9) Negligence against Crystal, Mr. Kirk, Ms. Gao, and Ms. Ho; and (10) Quasi-contractual relief for constructive trust against Crystal, Mr. Kirk, Ms. Gao, and Ms. Ho. The Court points out that the Counterclaim is relevant to the Debtor's bankruptcy only to the extent that it alleges that HCL holds a valid security interest against the sale proceeds of property located at 1211 East Garvey Street, Covina, California (the Hotel), and to the extent that it seeks a declaration that the Debtor holds the sale proceeds of the Hotel in constructive trust for the benefit of HCL and the Lee Investors. As such, the Court maintains that it has original jurisdiction only over the Counterclaim's eleventh claim seeking declaratory relief as to the validity of the lien encumbering the Hotel. In terms of the scope of the issues raised, the ten pendent claims -- which raise a plenitude of state law issues -- clearly predominate over the legal issues raised in the eleventh claim for declaratory relief. The adversary proceeding is Crystal Waterfalls, LLC, Plaintiff, v. HCL 2011, LLC, Defendant, HCL 2011, LLC, Counter-Claimant, v. Crystal Waterfalls, LLC, Lucy Gao, Shelby Ho, and Benjamin Kirk, Counter-Defendants, Crystal Waterfalls, LLC, Cross-Claimant, v. Shelby Ho and Benjamin Kirk, Cross-Defendants, Adv. No. 2:15-ap-01671-ER, (Bankr. C.D. Cal.). A full-text copy of the Memorandum of Decision dated August 14, 2017, is available at https://is.gd/RxOjES from Leagle.com. Counter-Claimant HCL 2011, LLC is represented by: James S. Yan, Esq. Law Offices of James Yan 980 S. Arroyo Pky., Ste. 250 Pasadena, CA 91105-3274 Phones: (626) 405-0872 Fax: (626) 405-0970 Counter-Defendant Shelby Ho is represented by: Gregory K. Jones, Esq. Dykema Gossett LLP 333 South Grand Avenue, Suite 2100 Los Angeles, CA 90071 Telephone: 213-457-1841 Email: gjones@dykema.com About Crystal Waterfalls Crystal Waterfalls LLC owns real property in Covina, California, on which it currently operates a hotel known as the Park Inn by Radisson. Situated in the heart of Southern California, the Hotel is just east of downtown Los Angeles at the base of the San Gabriel Mountains, and a short distance from West Covina, San Dimas, Irwindale, City of Industry, Pomona, and Ontario, and many major attractions (such as amusement parks, the Pomona Fairplex, and Irwindale Speedway). The Hotel includes 258 rooms (50 of which require certain forms of rehabilitation and currently are not in use), and has a fitness center, an outdoor heated swimming pool and whirlpool, and 9,000 square feet of meeting space. Facing an imminent foreclosure sale by its senior lender, Crystal Waterfalls LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 15-27769) in Los Angeles, California, on Nov. 19, 2015. Judge Ernest M. Robles presides over the case. The petition was signed by Lucy Gao, managing member. Crystal Waterfalls currently has two members: (1) Lucy Gao, who serves as the Debtor's managing member; and (2) Golden Bay Investments LLC, a California limited liability company ("Golden Bay"). Ms. Gao is the sole and managing member of Golden Bay. The Debtor disclosed $52.5 million in assets and $71.4 million in liabilities in its schedules. The schedules say that the Covina, California hotel property is worth $52 million. The Debtor is represented by Ian Landsberg, Esq., at Excoff Landsberg LLP. The U.S. Trustee has filed a motion seeking to convert Crystal Waterfalls' bankruptcy case to a Chapter 7 case, or to dismiss the case. CST INDUSTRIES: Court Sets Sept. 22 Claims Bar Date --------------------------------------------------- In the Chapter 11 cases of CST Industries Holdings Inc., CST Industries, Inc., and CST Power & Construction, Inc., the U.S. Bankruptcy Court for the District of Illinois established: -- Sept. 22, 2017, as the deadline for interested parties to file proofs of claim; and -- Dec. 6, 2017, as the deadlne for government entities to file proofs of claim. If the proofs of claim are sent via First Class mail, send to: CST Industries Holdings Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC P. O. Box 4419 Beaverton, OR 97076-4419 If the proofs of claim are delivered via Hand Delivery or Overnight Courier, send to: CST Industries Holdings Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC,10300 SW Allen Boulevard, Beaverton, OR 97005 If the proofs of claim are delivered via Electronic Filing, by accessing the E-filing Claims link at: http://dm.epiq11.com/CST About CST Industries Holdings Inc. CST Industries, Inc. -- https://www.cstindustries.com/ -- is a global manufacturer of factory coated bolted steel storage tanks, aluminum geodesic domes and specialty covers. The Company has five manufacturing facilities and technical design centers and multiple regional sales offices located throughout North America and the United Kingdom. International offices are located in Argentina, Australia, Brazil, India, Japan, Malaysia, Mexico, Myanmar, Panama, Singapore, South Africa, Spain, United Kingdom, United Arab Emirates and Vietnam. CST Holdings, Inc., parent of CST Industries and CST Power & Construction, Inc., is a privately held corporation that is majority-owned by funds affiliated with The Sterling Group, a Houston, Texas-based private equity firm which owns approximately 60% of CST Holdings' stock. The Sterling Group has held a majority of CST Holdings' stock since 2006. CST Industries Holdings Inc., CST Industries, Inc., and CST Power & Construction, Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11292) on June 9, 2017. The petitions were signed by Timothy J. Carpenter, chief executive officer. CST estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the Debtors' co-general counsel. Epiq Bankruptcy Solutions, LLC serves as claims and noticing agent. FTI Consulting Inc. serves as the Debtors' financial advisor and investment banker. On June 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and Teneo Restructuring and Teneo Capital LLC as investment banker. CTI BIOPHARMA: Matthew Plunkett Resigns as Chief Business Officer ----------------------------------------------------------------- Matthew Plunkett resigned as executive vice president, chief business officer of CTI BioPharma Corp. effective Aug. 22, 2017, as disclosed in a regulatory filing with the Securities and Exchange Commission. In connection with his resignation, the Company entered into a Separation and Release Agreement with Dr. Plunkett dated Aug. 22, 2017. The Separation Agreement provides for Dr. Plunkett to receive a cash severance payment of $265,000, to be paid in a lump sum in January 2018, and payment of his COBRA premiums for up to six months following his resignation. Dr. Plunkett also entered into an agreement with the Company to provide consulting services for 12 months following his separation for a consulting fee of $3,000 per month (plus $300 per hour for services in excess of ten hours for a particular month). Pursuant to the Separation Agreement, Dr. Plunkett's stock option granted by the Company on March 1, 2017, became fully vested and exercisable upon his resignation date, and each of his outstanding and vested stock options granted by the Company will generally remain exercisable until the earlier of the date that is 18 months following his resignation date or the expiration date of the option, subject to earlier termination in connection with a change in control of the Company. His remaining outstanding and unvested equity awards granted by the Company terminated on his resignation date. The Separation Agreement also includes a general release of claims by Dr. Plunkett in favor of the Company. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. As of June 30, 2017, CTI Biopharma had $86.33 million in total assets, $47.41 million in total liabilities and $38.92 million in total shareholders' equity. CYPRESS SEMICONDUCTOR: S&P Alters Outlook to Stable & Affirms CCR ----------------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative on the San Jose, Calif.-based Cypress Semiconductor Corp. corporate credit rating and affirmed the rating at 'BB-'. S&P said, "At the same time, we affirmed our 'BB' issue-level rating on the company's senior secured term loan B and senior secured revolving facility. The '2' recovery rating on the entire senior secured debt indicates our expectation of substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. "We also affirmed the 'B+' issue-level rating on the company's $150 million notes due 2020 and $287.5 million convertible notes due 2022. The '5' recovery rating on the notes indicates our expectation for modest (10% to 30%; rounded estimate: 15%) recovery of principal in the event of a default. "The outlook revision reflects S&P Global Ratings' adjusted leverage in the high-3x area and our view that the company could further de-lever to the low-3x area through EBITDA growth and some debt repayment over the next 12 months. We expect Cypress to generate discretionary cash flow (DCF; free cash flow less dividends) of more than $150 million over the next 12 months and continue to use its cash to repay debt. The ratings also reflect our view of Cypress Semiconductor's diversified product portfolio, exposure to multiple growth opportunities in automotive and industrial end markets, and the successful integration of the IoT business acquired from Broadcom, which is partly offset by the long-term decline of its memory business. "The stable outlook reflects our expectation that Cypress will continue to benefit over the near term from strength in its automotive and industrial business as well as its 2016 IoT acquisition from Broadcom. The outlook also reflects our projection that the company will continue to de-lever to the low 3x area over the next 12 months, through debt repayment and EBITDA growth. "We could lower the rating if broad-based weakness in the industrial or automotive end markets affects the company's operating performance, resulting in a reduction in the EBITDA base, such that adjusted leverage surpasses the 4x area. Cypress' EBITDA would need to drop by 20% from current levels for us to consider a downgrade. "We could consider a positive rating action if Cypress continues to see strength in its microcontroller and wireless connectivity business, resulting in strong top-line growth and improving EBITDA margins such that leverage is sustained under the mid-2x area." DANCING WATERS: Sahlin to Sell 50% Interest in Bellingham Property ------------------------------------------------------------------ Dancing Waters, LLC and Carl Roger Sahlin have filed with the U.S. Bankruptcy Court for the Western District of Washington a motion to sell Carl Roger Sahlin's undivided 50% interest in real property commonly known as 20 Shorewood Drive, Bellingham, Washington, to the Ershig Family Limited Partnership or A. Herbert Ershig and Billee J. Ershig for $675,000, subject to overbid. Because the Debtor's Chapter 11 Plan of Liquidation was confirmed by Order of the Court dated April 11, 2017, and because the terms of said Plan explicitly vest the property subject to the sale in the Debtor, with directions that he sell said property for the benefit of creditors without further involvement of the Court, the proposed sale should be approved on shortened time. Notwithstanding the foregoing, the Motion is brought at the behest of the Purchasers. Debtor Sahlin owns an undivided 50% interest in the Shorewood Property. The remaining undivided 50% interest is owned by Bellingham Real Estate, LLC, an entity in which debtor Sahlin holds no interest. The Shorewood Property has been marketed for sale for over two years by Lynda Hinton of Windermere Real Estate, with a list price of $1,350,000. To date, save for the pending sale describe, no other purchase offers have materialized, let alone for the $1,350,000 asking price. As such, the sale proposed for a gross price of $675,000 represents the highest and best offer for the Property. Ms. Hinton's employment as a professional tasked with sale of the Shorewood Property was approved by Order of the Court dated June 22, 2015. The proposed Purchasers of the Shorewood Property are unrelated to Debtor Sahlin. To date, all contingencies save that of Bankruptcy Court approval, have either been satisfied or waived. The proposed sale is to be free and clear of all liens and encumbrances, with any liens not paid by escrow upon closing to attach to the proceeds of sale. With the exception of unremarkable easements and covenants, the Shorewood Property is encumbered by only one lien: a Deed of Trust in favor of Copper Leaf, LLC by way of assignment from Heritage Bank (as successor by merger to Whidbey Island Bank), encumbering Debtor Sahlin's undivided 50% interest only, securing repayment of a note and subsequent forbearance agreement with an express provision requiring reconveyance upon payment to the holder of $250,000. In the present case, the co-owner of the Shorewood Property is a party to the proposed Purchase and Sale Agreement, thereby evincing its consent to the sale, and the only known lien (in favor of Copper Leaf) will be paid in full upon closing. The estimated liens and closing costs are expected to be paid at closing are: (i) real estate commission (4.5% total for buyer and seller agents) - $30,375; (ii) estimated fees for escrow, title, recording, and utility holdback (0.5% of purchase price) - $3,375; (iii) 50% interest of co-owner - $320,625; (iv) payment to Copper Leaf, LLC re: Deed of Trust encumbering the Debtor's undivided 50% interest - $250,000; and (v) estimated US Trustee statutory fee generated by sale/payment to Copper Leaf - $1,950. The expected net proceeds to the Debtor is $68,675. The figures are estimates only, and subject to change based upon final closing costs, timing of closing, etc. Nevertheless, the proposed sale will generate a meaningful return to the Debtor's estate. All net proceeds of sale to which Debtor Sahlin and his bankruptcy estate are entitled will be held in escrow and/or IOLTA account of the counsel for the other Debtors' estates which are jointly administered in the proceeding, pending further Order of the Court. Finally, because the Debtor's Chapter 11 Plan of Liquidation has been already been confirmed by Order of the Court, Debtor Sahlin asks that any and all excise tax arising from the proposed sale be waived pursuant. Any party who wishes to submit a competing bid for the Court's consideration should do so not later than the Aug. 25, 2017. Counsel for Debtor Sahlin: William F. Malaier, Jr., Esq. OGDEN MURPHY WALLACE, P.L.L.C. 901 Fifth Avenue, Suite 3500 Seattle, WA 98164-2008 Telephone: (206) 447-7000 Facsimile: (206) 447-0215 About Dancing Waters, et al. Dancing Waters, LLC, Governor's Point Development Company, Pleasant Bay Properties & Associates, LP., Pleasant Road Partners LP, and Carl Roger Sahlin sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 15-13216 to 15-13220) on May 22, 2015. The cases are jointly administered under Dancing Waters' Lead Case No. 15-13216. The petition was signed by Roger Sahlin, as manager. Dancing Waters, Governor's Point, and Pleasant Bay each estimated assets and liabilities in the range of $1 million to $10 million. William F. Malaier, Jr., Esq., at Ogden Murphy Wallace, P.L.L.C., serve as counsel to Mr. Sahlin. James L. Day, Esq., at the Bush Strout & Kornfeld LLP, is counsel to Dancing Waters, et al. DENBURY RESOURCES: Egan-Jones Hikes Sr. Unsec. Debt Rating to CCC ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, raised the local currency unsecured rating on debt issued by Denbury Resources Inc. to CCC from CCC-. Previously, on June 16, 2017, EJR lowered the Company's local currency and foreign currency senior unsecured debt ratings CCC- from CCC. Denbury Resources Inc. is a petroleum and natural gas exploration and production company headquartered in Plano, Texas. DOLPHIN ENTERTAINMENT: Reports $1.55M Net Loss for Second Quarter ----------------------------------------------------------------- Dolphin Entertainment, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.55 million on $7.83 million of total revenues for the three months ended June 30, 2017, compared to a net loss of $7.70 million on $7,750 of total revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported net income of $3.40 million on $8.36 million of total revenues compared to a net loss of $11.24 million on $25,185 of total revenues for the same period a year ago. As of June 30, 2017, Dolphin Entertainment had $35.54 million in total assets, $38.56 million in total liabilities, and a total stockholders' deficit of $3.02 million. Cash flows provided by operating activities increased by approximately $5.0 million from approximately $(2.3) million used for operating activities during the six months ended June 30, 2016, to approximately $2.7 million provided by operating activities during the six months ended June 30, 2017. This increase was primarily due to (i) $2.1 million of production tax incentives received (ii) approximately $2 million received from accounts receivable related to Max Steel and (iii) cash flows provided by 42West. Cash flows from investing activities increased by approximately $1.2 million during the six months ended June 30, 2017, as compared to the same period in prior years primarily due to restricted cash that became available and was used to pay a portion of its debt. Cash flows used for financing activities increased by approximately $8.4 million during the six months ended June 30, 2017, from approximately $4.8 million provided by financing activities during the six months ended June 30, 2016, to approximately $3.5 million used for financing activities during the six months ended June 30, 2017, mainly due to (i) approximately $5.8 million used to repay the debt related to the production, distribution and marketing loans for Max Steel, (ii) $0.7 million used to pay the Put Rights exercised by the sellers of 42West and (iii) $0.5 million repaid to our CEO for advances made to the Company for working capital. In addition, the Company raised a net of $1.3 million more through the sale of its common stock during the six months ended June 30, 2016, than through various financing activities during the six months ended June 30, 2017. As of June 30, 2017, and 2016, the Company had cash available for working capital of approximately $1.0 million and approximately $4.9 million, respectively, and a working capital deficit of approximately $18.5 million and approximately $21.1 million, respectively. As previously discussed, in connection with the 42West Acquisition, the Company may be required to purchase from the sellers up to an aggregate of 2,374,187 of their shares of Common Stock at a price equal to $4.61 per share during certain specified exercise periods up until December 2020. Of that amount the Company may be required to purchase up to 455,531 shares in 2017, for an aggregate of up to $3.1 million. On April 14, 2017, and June 1, 2017, the sellers of 42West, exercised put options in the aggregate amount of 151,837 shares of Common Stock and were paid an aggregate total of $0.7 million. These factors, along with an accumulated deficit of approximately $96.4 million, raise substantial doubt about the Company's ability to continue as a going concern. In addition, the Company has a substantial amount of debt. The Company does not currently have sufficient assets to repay such debt in full when due, and its available cash flow may not be adequate to maintain its current operations if the Company is unable to repay, extend or refinance such indebtedness. As of June 30, 2017, its total debt was approximately $20.6 million and its total stockholders' deficit was approximately $2.9 million. Approximately $4.0 million of the total debt as of June 30, 2017, represents the fair value of put options in connection with the 42West acquisition, which may or may not be exercised by the sellers. Although there is no recourse to the company other than the copyright of its film, Max Steel, with respect to approximately $12.9 million of its current indebtedness ($9.7 outstanding under the prints and advertising loan agreement plus $3.2 million outstanding under the production service agreement), the Company will no longer receive any revenues from Max Steel if it loses the copyright. "If we are not able to generate sufficient cash to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying digital or film productions, selling assets, restructuring or refinancing our indebtedness or seeking additional debt or equity capital or bankruptcy protection," the Company stated in the report. "We may not be able to effect any of these remedies on satisfactory terms or at all and our indebtedness may affect our ability to continue to operate as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/EISqRb About Dolphin Entertainment Coral Gables, Florida-based Dolphin Entertainment, formerly Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of-the-art fingerprint identification technology, Dolphin Digital Media has taken an industry-leading position with respect to internet safety, as well as digital entertainment. On March 7, 2016, Dolphin Digital, DDM Merger Sub, Inc., a Florida corporation and a direct wholly-owned subsidiary of the Company, Dolphin Entertainment and Dolphin Films completed their merger contemplated by the Agreement and Plan of Merger, dated Oct. 14, 2015. Pursuant to the terms of the Merger Agreement, Merger Subsidiary merged with and into Dolphin Films with Dolphin Films surviving the Merger. As a result of the Merger, the Company acquired Dolphin Films. At the effective time of the Merger, each share of Dolphin Films' common stock, par value $1.00 per share, issued and outstanding, was converted into the right to receive the consideration for the Merger. Dolphin Digital reported a net loss of $37.19 million for the year ended Dec. 31, 2016, following a net loss of $8.83 million for the year ended Dec. 31, 2015. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company, according to BDO USA, has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EARNSHAW ASSOCIATES: Seeks to Hire CGI & Appoint CRO ---------------------------------------------------- Earnshaw Associates Limited seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Confidential Global Investigations Inc. and appoint the firm's president as chief restructuring officer. CGI President Robert Seiden and his firm will provide management services to the company and its wholly-owned subsidiary One57 79 Inc. in connection with their Chapter 11 cases. These services include managing, selling or liquidating the Debtor's assets and pursuing their claims. The firm requested a $25,000 retainer, of which $8,750 was paid by Lightray Imaging Inc., owner of Lightray Capital LLC, which owns 100% of the equity interests in the Debtors. The balance of the retainer in the amount of $16,250 will be paid by Lightray Companies LLC, a Delaware company owned by Syed Mohammed Ali Farooq who owns stake in corporate entities that control the Debtors. Mr. Seiden disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtors or their estates. CGI can be reached through: Robert W. Seiden Confidential Global Investigations Inc. 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Phone: 877-627-4534 About Earnshaw Associates Limited Petitioning creditor Campion Maverick Inc. filed Chapter 7 involuntary petitions for Earnshaw Associates Limited and its wholly-owned subsidiary One57 79 Inc. on July 3, 2017. The cases were converted to Chapter 11 cases (Bankr. S.D. Fla. Case Nos. 17-18432 and 17-18433) by court order on August 2, 2017. Judge Robert A. Mark presides over the cases. EARNSHAW ASSOCIATES: Taps Lewis & Thomas as Legal Counsel --------------------------------------------------------- Earnshaw Associates Limited received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Lewis & Thomas LLP. The firm will serve as legal counsel to Earnshaw Associates and its wholly-owned subsidiary One57 79 Inc. in connection with their Chapter 11 cases. It will, among other things, advise the Debtors regarding their duties under the Bankruptcy Code and represent them in negotiation with creditors in the preparation of a bankruptcy plan. Lewis & Thomas received an initial payment of $8,750 on July 24 and the balance of $8,000 on July 25 from Lightray Imaging Inc., owner of Lightray Capital LLC, which owns 100% of the equity interests in the Debtors. Ronald Lewis, Esq., disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtors and their estates. The firm can be reached through: Ronald B. Lewis, Esq. Lewis & Thomas LLP 165 E. Palmetto Park Road, Suite 200 Boca Raton, FL 33432 Phone: 561-368-7474 Fax: 561-368-0293 About Earnshaw Associates Limited Petitioning creditor Campion Maverick Inc. filed Chapter 7 involuntary petitions for Earnshaw Associates Limited and its wholly-owned subsidiary One57 79 Inc. on July 3, 2017. The cases were converted to Chapter 11 cases (Bankr. S.D. Fla. Case Nos. 17-18432 and 17-18433) by court order on August 2, 2017. Judge Robert A. Mark presides over the cases. EAST MAIN COMPLEX: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: East Main Complex, LLC 183 East Main Street Fredonia, NY 14063 Type of Business: East Main Complex is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is an operator of an apartment building. It owns in fee simple interest a real property located at 183 East Main Street, Fredonia, New York Chautauqua County valued at $1.98 million. Chapter 11 Petition Date: August 25, 2017 Case No.: 17-11789 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Robert B. Gleichenhaus, 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 Total Assets: $2.06 million Total Liabilities: $2.07 million The petition was signed by Daniel P. Sturniolo, sole member. The Debtor says it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nywb17-11789.pdf ECOSPHERE TECHNOLOGIES: Incurs $1.26 Million Net Loss in Q2 ----------------------------------------------------------- Ecosphere Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.26 million on $15,179 of total revenues for the three months ended June 30, 2017, compared to a net loss of $3.55 million on $46,449 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 $2.01 million on $1.33 million of total revenues compared to a net loss of $5.52 million on $53,429 of total revenues for the six months ended June 30, 2016. As of June 30, 2017, Ecosphere had $1.84 million in total assets, $16.11 million in total liabilities, $4.01 million in total redeemable convertible cumulative preferred stock and a total stockholders' deficit of $18.27 million. Net cash used in operating activities was $1.6 million for the 2017 Period. For the 2017 Period, cash used in operating activities of $1.6 million resulted from the net loss applicable to Ecosphere common stock of $2.1 million and was partially offset by a $0.9 million increase in accrued expenses, a $0.7 million decrease in inventory resulting in the sale of growing equipment during the 2017 Quarter and $0.2 million in amortization of discounts on notes payable. Net cash used in investing activities was $0.1 million for the 2017 Period. The Company had additions to property and equipment in connection with the construction of the Company's Cannatech Agriculture Center in Washington State of $0.2 million, which was partially offset by a $0.1 million sale of the Company's Cavisonix unit. Net cash provided by financing activities was $1.7 million for the 2017 Period. The Company received proceeds of approximately $0.6 million in connection with the issuance of a convertible note payable, note payable and related party note payable. In addition, the Company received $1.2 million in proceeds from debt type investment classified as an obligation secured by revenues in connection with an investment in the Company's subsidiary, Ecosphere Development Company, LLC, where the investor receives a certain percentage interest in a future revenue stream. The proceeds were partially offset by repayments of related party notes payable of $0.1 million. As of Aug. 21, 2017, Ecosphere had cash on hand of approximately $50,000. Due to the nature of its technology licensing business model, Ecosphere presently does not have any regularly recurring revenue. Management believes that these factors raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this Report. A full-text copy of the Form 10-K is available for free at: https://is.gd/NhHJpc About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere reported a net loss of $7.97 million on $91,157 total revenue for the year ended Dec. 31, 2016, compared with a net loss of $23.06 million on $721,179 total revenue in 2015. Salberg & Company, P.A., issued a "going concern" qualification on the financial statements for the year ended Dec. 31, 2016. Ecosphere reported a net loss of $7.973 million and $23.07 million in 2016 and 2015, respectively, and cash used in operating activities of $3.137 million and $1.762 million in 2016 and 2015, respectively. At Dec. 31, 2016, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of $12.91 million, $15.95 million and $139.9 million, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. EMBLEMHEALTH INC: A.M. Best Affirms C++ FSR on Subsidiaries ----------------------------------------------------------- A.M. Best has removed from under review with negative implications and affirmed the Financial Strength Rating (FSR) of C++ (Marginal) and the Long-Term Issuer Credit Rating (Long-Term ICR) of "b+" of Health Insurance Plan of Greater New York (HIP), HIP Insurance Company of New York, Group Health Incorporated (GHI) and ConnectiCare, Inc. (ConnectiCare) (Farmington, CT). All companies are subsidiaries of EmblemHealth, Inc. and domiciled in New York, NY, unless otherwise specified. The outlook assigned to the FSR is stable, while the outlook assigned to the Long-Term ICR is negative. The ratings were placed under review with negative implications on March 10, 2017, due to a sizeable decline in capital at the lead operating company, HIP, and a significant decline in the group's risk-adjusted capitalization through year-end 2016. As a result of these events, HIP filed a capital plan with New York regulators. The plan resulted in a significant decrease of HIP's statutory reserve requirement for 2016 and projects the restoration of capital within a three-year period. Following a review of HIP's capital restoration plan, A.M. Best remains concerned over the trend of financial losses and whether the various corrective action plans will strengthen future operating results. The negative outlooks reflect the continued uncertainty regarding HIP's projected operating profitability and capacity to materially improve the level of risk-adjusted capitalization going forward. EQUITABLE LIFE: A.M. Best Keeps B(fair) Financial Strength Rating ----------------------------------------------------------------- A.M. Best has removed from under review with developing implications and affirmed the Financial Strength Rating (FSR) of B (Fair) and the Long-Term Issuer Credit Ratings (Long-Term ICR) of "bb+" of Equitable Life & Casualty Insurance Company (Equitable Life) (Salt Lake City, UT). The outlook assigned these Credit Ratings is positive. The rating affirmations and positive outlook follow the acquisition of Equitable Life by SILAC, LLC (SILAC) in April 2017. As a result of the acquisition, a new executive management team leads operations with a fresh strategic business plan. Concurrent with the acquisition, SILAC contributed Sterling Investors Life Insurance Company to Equitable Life as a wholly-owned subsidiary. In addition, SILAC has committed to financial and operational support of Equitable Life and to no debt or debt service being incurred on the part of Equitable Life. The business initiatives include maintaining the Equitable name and location in Utah, upgrading systems and platforms to improve efficiency and capacity, introducing modern and higher profit margin products, actively managing the risk and exposure of the long-term care block of business and strategically reallocating the investment portfolio. However, there may be challenges executing these initiatives. Equitable Life will continue to face the challenges of managing a large closed block of long-term care business, high reinsurance leverage and a current dependence on the Medicare supplement product line. EXCO RESOURCES: Egan-Jones Lowers FC Unsec. Rating to C ------------------------------------------------------- Egan-Jones Ratings Company, on Aug. 25, 2017, lowered the foreign currency senior unsecured rating on debt issued by EXCO Resources Inc. to C from CC. Previously, on June 20, 2017, EJR lowered the Company's local currency senior unsecured rating to C from CC. On June 19, 2017, EJR raised the Company's local currency and foreign currency senior unsecured debt ratings to CC from C. EXCO Resources, Inc., is a Dallas-based oil and natural gas company engaged in the exploration, acquisition, development and production of onshore U.S. oil and natural gas properties with a focus on shale resource plays. EXGEN TEXAS: S&P Affirms 'CCC-' Sr. Sec. Rating, Outlook Negative ----------------------------------------------------------------- S&P Global Ratings said it affirmed its 'CCC-' senior secured rating on ExGen Texas Power LLC. The outlook is negative. The recovery rating of '3' on the term loan B is unchanged, reflecting S&P's expectation of meaningful (50%-70%; rounded estimate: 60%, revised from 65%) recovery in the event of default. S&P said, "The 'CCC-' rating stems from our expectation that the issuer will likely face liquidity shortfalls during the second half of 2017 or could consummate restructuring activities that, in our opinion, are very likely to be distressed, considering current trading levels. The creditors are currently attempting to sell the assets, and we expect that, if successful, the valuations would be insufficient to cover debt outstanding. Any of these outcomes would constitute, under our criteria, an event of default. Even if this does not occur in the next six months, we believe that some sort of event of default is highly likely during the term loan's life. Under our criteria, a distressed sale or other form of distressed exchange would constitute an event of default. "The negative outlook on ExGen reflects our expectations of a near-term liquidity shortfall or a restructuring. "We would likely downgrade ExGen to 'CC' or even 'D' if and when the project announces terms of restructuring or a distressed sale, or if a liquidity shortfall resulting in nonrepayment of debt precedes that. "A revision to a stable outlook or a higher rating is unlikely, but could occur if equity were to be infused by the sponsor or if Texas power prices increased dramatically during the next few months, both of which are not our expected base-case." FAH INVESTMENTS: Rhode Island Court Appoints Receiver ----------------------------------------------------- The Superior Court in Providence, Rhode Island, appointed Giovanni La Terra Bellina of Providence, as Temporary Receiver of FAH Investments, LLC, and Transitional Housing Services, LLC. FAH Investments and Transitional Housing Services are respondents in the case, JOHN DUFFY AND CYNTHIA ANN DUFFY, Petitioners vs. FAH INVESTMENTS , LLC; TRANSITIONAL HOUSING SERVICES, LLC; 48 DOVER STREET, PROVIDENCE ; 27 ABERDEEN STREET, WEST WARWICK; AND 72 MINERAL SPRING AVENUE, PAWTUCKET; 60 EAST MAIN STREET, WEST WARWICK; 1 124 MAIN STREET, COVENTRY; 63 ROBERTS STREET, WEST WARWICK Respondent, STATE OF RHODE ISLAND PROVIDENCE, SC SUPERIOR COURT C.A. No.: PC-201 7-3401. The Receiver is required to file a bond in the sum of $10,000 with any surety company authorized to do business in the State of Rhode Island as surety thereon, conditioned that the Receiver will well and truly perform the duties of the office and duly account for all monies and property which may come into the Receiver's hands and abide by and perform all things which the Receiver will be directed to do by the Court. The Receiver is authorized to take possession and charge of the Respondents and/or Property and assets of the Respondents, to collect the debts and Property belonging to it and to preserve the same until further Court order. The Temporary Receiver is authorized and directed to take the steps necessary in the Receiver's discretion to access the above-listed Respondents and/or Property. The Receiver is authorized until further Court Order, to conduct the business of said Respondents, to borrow money from time to time, to purchase for cash or upon credit. merchandise, materials and other property, to engage appraisers and/or employees and assistants, clerical or otherwise, and to do and perform or cause to be done and performed all other acts and things as are appropriate in the premises. The Providence County Superior Court will hold a hearing on Aug. 29, 2017 at 9:30 a.m., to consider the appointment of a Permanent Receiver. FINJAN HOLDINGS: Will Present at Annual Liolios Gateway Sept. 6 --------------------------------------------------------------- Finjan Holdings, Inc., has been invited to present at the 2017 Gateway Conference, which is being held on Sept. 6 to 7, 2017, at the Four Seasons Hotel San Francisco. Phil Hartstein, Finjan's CEO and Michael Noonan, CFO are scheduled to present on Wednesday, Sept. 6, at 2:30 p.m. PT, and will be hosting one-on-one meetings on that day. The presentation will be webcast live and available for replay in the Investor Relations section of Finjan's website at https://ir.finjan.com/ir-calendar or on the Gateway Conference website at http://www.gateway-conference.com/presenters To receive additional information, request an invitation or to schedule a one-on-one meeting, please email gateway@liolios.com. About the Gateway Conference The 6th Annual Gateway Conference is an invite-only conference presented by Liolios, which brings together the most compelling companies with the nation's top institutional investors and analysts. This year's event features more than 100 companies from a number of growth industries, including technology, business and financial services, consumer, digital media, clean technology and life sciences. The format has been designed to give attendees direct access to senior management via company presentations, Q&A sessions and one-on-one meetings. For more information, visit http://www.gateway-conference.com/or http://www.liolios.com/ About Finjan Established nearly 20 years ago, Finjan -- http://www.finjan.com/ -- claims to be a globally recognized leader in cybersecurity. Finjan's inventions are embedded within a strong portfolio of patents focusing on software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan continues to grow through investments in innovation, strategic acquisitions, and partnerships promoting economic advancement and job creation. Finjan reported a net loss attributable to common stockholders of $6.43 million for the year ended Dec. 31, 2016, a net loss attributable to common stockholders of $12.60 million for the year ended Dec. 31, 2015, and a net loss of $10.47 million for the year ended Dec. 31, 2014. As of March 31, 2017, Finjan had $29.85 million in total assets, $6.54 million in total liabilities, $6.26 million in series A preferred stock, and $17.04 million in total stockholders' equity. As of June 30, 2017, Finjan had $43.42 million in total assets, $7.64 million in total liabilities, $18 million in Series A-1 preferred stock and $17.77 million in total stockholders' equity. FIRST CHICAGO: A.M. Best Alters Outlook to Pos. & Affirms FSR ------------------------------------------------------------- A.M. Best has revised the outlook to positive from stable for the Long-Term Issuer Credit Rating (Long-Term ICR) and affirmed the Financial Strength Rating (FSR) of C++ (Marginal) and the Long-Term ICR of "b" of First Chicago Insurance Company (FCIC) (Bedford Park, IL). The outlook of the FSR is stable. Concurrently, A.M. Best has affirmed the FSR of C- (Weak) and the Long-Term ICR of "cc" of United Security Health and Casualty Company (USH&C) (Bedford Park, IL), a wholly owned subsidiary of FCIC. The outlook of these Credit Ratings (ratings) is stable. FCIC and USH&C are collectively known as the First Chicago Insurance Group. The Long-Term ICR outlook revision to positive on FCIC's ratings reflects the company's positive operating results in recent years. The rating affirmations are based on the consolidated financial results of the two companies, and reflect the group's elevated underwriting leverage measures and its significant expense disadvantage relative to its composite peers. Furthermore, the significant premium growth in recent years and the addition of the workers' compensation line of business in 2013 have placed additional uncertainty and potential stress on the company's risk-adjusted capital position. Lastly, the group's geographic concentration makes it susceptible to adverse judicial decisions, regulatory and legislative changes, and increased competitive pressures in the non-standard automobile and commercial auto liability lines of business. Partially offsetting these negative rating factors are the group's modestly improved risk-adjusted capitalization, positive operating performance in recent years and long-standing local market presence in Illinois and several other Midwestern states. Management's corrective actions of tightening underwriting guidelines, rate increases, increased product offerings, and adequate reserving practices have gained traction and materialized favorably. As a result, pre-tax and total returns on revenue and equity have been favorable. In addition, pre-tax operating and net income, along with additions to surplus have been reported in four of the past five years. FIRSTLIGHT HYDRO: S&P Raises CCR to 'B+', Outlook Stable -------------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on FirstLight Hydro Generating to 'B+' from 'B'. S&P said, "We also raised our issue-level rating on the company's senior secured notes to 'BB' from 'BB-'. The recovery rating is unchanged at '1', indicating our expectation for very high (90%-100%; rounded estimate 95%) recovery in a default scenario. The outlook is stable." S&P said, "The upgrade stems from an improved financial risk profile and our expectations for improved capacity and energy revenues. The assets continue to perform well operationally, and we expect high availability factors over our forecast period. "The stable outlook reflects our view that financial performance under the intercompany power purchase agreement with FirstLight Hydro Resources will be stable and that operational performance will also be strong. We anticipate the company will have debt to EBITDA below 3x during this time. "We could consider a negative rating action if market conditions deteriorate to the point where the company's liquidity becomes weak, meaning there could be doubts regarding the company's ability to service debt over the next 12 to 24 months. Leverage exceeding 3.25x would also contribute to lower ratings. "Although unlikely, we could consider an upgrade if market conditions materially improve, leading to an expectation that debt to EBITDA remains below 2x consistently. Also, although not currently contemplated, any assignment of group status as defined by our group rating methodology to the Public Service Pension Investment Board, could contribute to higher ratings. An upgrade would likely require higher than expected cleared future capacity prices in ISO-NE and lower hydrological volatility." FLO'S LLC: Taps William C. Schuster as Accountant ------------------------------------------------- Flo's LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire William C. Schuster P.C. as accountant. The firm will, among other things, prepare financial statements and tax returns of the company and its affiliates, and provide advice regarding general management and daily business activity. Schuster will charge an hourly fee of $100 for its services. The firm does not represent any interest adverse to the Debtors or their estates, according to court filings. Schuster can be reached through: William C. Schuster William C. Schuster P.C. 7375 E. Stetson Drive, Suite 106 Scottsdale, AZ 85251-3414 Phone: (480) 423-1610 About Flo's LLC Flo's LLC, Flo's Second LLC and Flo's Restaurants Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 17-09181) on August 8, 2017. Dustin W. Wallace, manager, signed the petitions. At the time of the filing, the Debtors disclosed that they had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Allen Barnes & Jones, PLC represents the Debtor as bankruptcy counsel. FOSSIL GROUP: Egan-Jones Cuts Sr. Unsecured Rating to BB -------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, lowered the local currency senior unsecured ratings on debt issued by Fossil Group Inc to BB from BB+. Headquartered in Richardson, Texas, Fossil Group, Inc. is a global design, marketing and distribution company that specializes in consumer lifestyle and fashion accessories. Principal offerings include an extensive line of men's and women's fashion watches and jewelry sold under a diverse portfolio of proprietary and licensed brands, handbags, small leather goods, accessories and clothing. Revenues exceed $3.0 billion. FTE NETWORKS: Hikes 2nd Quarter Revenue to $50.7 Million -------------------------------------------------------- FTE Networks, Inc., announced its financial results for the period ended June 30, 2017. The Company has filed its quarterly report on Form 10-Q with the Securities and Exchange Commission. 2nd Quarter Highlights: * Closed Acquisition of Benchmark Builders, Inc. * $50.7 million in Revenues * $8.3 million in Gross Profit * $2.3 million in Adjusted Operating Income * $12 million in Shareholder Equity * Combined Backlog of approximately $347M Three Months Ended June 30, 2017 FTE reported $50.7 million in consolidated revenues for the three months ended June 30, 2017, compared to $3.2 million reported for the same period in 2016. The Company reported a gross profit of $8.3 million, and a gross margin of 16 percent, compared to $1.2 million and 39 percent for the same period in 2016. The Company recorded an operating loss of ($2.3 million) and a net loss of ($5.1) or ($0.04) per share for the three months ended June 30, 2017, compared to an operating loss of ($435,000) and a net loss of ($1.1 million) or ($0.02) for the same period in 2016. Adjusted operating income for the three-months ended June 30, 2017, was $2.3 million which takes into account a total of $4.6 million in one time cash and non-cash costs relating to the Benchmark acquisition. Benchmark generated revenue of $43.1 million for the period April 21, 2017, through June 30, 2017. Benchmark is a leading construction management company. The acquisition of Benchmark, when combined with other existing FTE network services, results in a new technology, network, and infrastructure solutions platform previously unavailable to the market. FTE now provides end-to-end design, build and support solutions for state-of-the-art networks and commercial properties to create the most transformative smart platforms and buildings. "Our record revenue and gross profit is largely attributable to the successful integration of our transformational acquisition of Benchmark," stated Mr. Michael Palleschi, chief executive officer and president of FTE. "Management is extremely pleased with our current growth trajectory as we leverage our three distinct and complimentary lines of business. We are ecstatic with the positive momentum that we have built since closing the Benchmark transaction. The current market offers a large value proposition for us, as we continue to integrate Benchmark and enhance our consolidated service offerings. Together with our network and infrastructure services, our first-in-kind multi-edge computing solution, stellar service offerings, and Benchmark's pedigree, we expect to deliver continued gains as we execute on our proven business strategy." A full-text copy of the press release is available for free at: https://is.gd/zyOHue About FTE Networks, Inc. FTE Networks, Inc. (FTNW), formerly known as Beacon Enterprise Solutions Group, Inc. -- http://www.ftenet.com/-- is a provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings. FTE's three complementary businesses are FTE Networks Services (network infrastructure solutions); CrossLayer, Inc. (managed network services with a first-of-its-kind advanced network and cloud platform); and Benchmark Builders, Inc. (construction management), which provides end-to-end design, build and support solutions for state-of-the-art networks and commercial properties to create the most transformative smart platforms and buildings. FTE's businesses are predicated on smart design and consistent standards that reduce deployment costs and accelerate delivery of innovative projects and services. The company works with Fortune 100/500 companies, including some of the world's leading communications services providers. With more than 200 employees, FTE and its entities have operations in 17 states. Beacon Enterprise closed its merger with Focus Venture Partners, Inc., on June 19, 2013, with Focus continuing as the surviving corporation. Beacon Enterprise officially changed its corporate name to FTE Networks in April 2014. FTE Networks reported a net loss attributable to common shareholders of $6.31 million on $12.26 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $3.63 million on $14.38 million of revenues for the year ended Sept. 30, 2015. FTE NETWORKS: Incurs $5.09 Million Net Loss in Second Quarter ------------------------------------------------------------- FTE Networks, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.09 million on $50.69 million of revenues for the three months ended June 30, 2017, compared to a net loss of $1.05 million on $3.16 million of revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $9.06 million on $55.78 million of revenues compared to a net loss of $2.15 million on $5.25 million of revenues for the same period during the prior year. The Company reported a gross profit of $8.3 million, and a gross margin of 16 percent, compared to $1.2 million and 39 percent for the same period in 2016. The Company recorded an operating loss of ($2.3 million) and a net loss of ($5.1) or ($0.04) per share for the three months ended June 30, 2017, compared to an operating loss of ($435,000) and a net loss of ($1.1 million) or ($0.02) for the same period in 2016. Adjusted operating income for the three-months ended June 30, 2017, was $2.3 million which takes into account a total of $4.6M in one time cash and non-cash costs relating to the Benchmark acquisition. Benchmark generated revenue of $43.1M for the period April 21, 2017, through June 30, 2017. As of June 30, 2017, FTE Networks had $139.04 million in total assets, $126.46 million in total liabilities and $12.57 million in total stockholders' equity. "Our record revenue and gross profit is largely attributable to the successful integration of our transformational acquisition of Benchmark," stated Mr. Michael Palleschi, chief executive officer and president of FTE. "Management is extremely pleased with our current growth trajectory as we leverage our three distinct and complimentary lines of business. We are ecstatic with the positive momentum that we have built since closing the Benchmark transaction. The current market offers a large value proposition for us, as we continue to integrate Benchmark and enhance our consolidated service offerings. Together with our network and infrastructure services, our first-in-kind multi-edge computing solution, stellar service offerings, and Benchmark's pedigree, we expect to deliver continued gains as we execute on our proven business strategy." A full-text copy of the Form 10-Q is available for free at: https://is.gd/FYcUQd About FTE Networks FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. Beacon Enterprise closed its merger with Focus Venture Partners, Inc., on June 19, 2013, with Focus continuing as the surviving corporation. Beacon Enterprise officially changed its corporate name to FTE Networks in April 2014. FTE Networks reported a net loss attributable to common shareholders of $6.31 million on $12.26 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $3.63 million on $14.38 million of revenues for the year ended Sept. 30, 2015. GELTECH SOLUTIONS: Signs New 3-Year Contract with CFO ----------------------------------------------------- GelTech Solutions, Inc., and Michael Hull, the Company's chief financial officer, entered into a new three-year employment agreement on Aug. 16, 2017. The Employment Agreement provides for a base salary of $150,000 per year and a car allowance of $600 per month. The Company's Compensation Committee will also have the discretion to award Mr. Hull a discretionary bonus. In consideration for entering into the Employment Agreement, Mr. Hull was granted 125,000 fully vested 10-year stock options exercisable at $0.1849 per share. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. GelTech Solutions reported a net loss of $4.67 million on $1.20 million of sales for the year ended Dec. 31, 2016, compared with a net loss of $6.02 million on $1.31 million of sales for the year ended Dec. 31, 2015. As of June 30, 2017, Geltech had $2.31 million in total assets, $8.74 million in total liabilities and a total stockholders' deficit of $6.42 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss and net cash used in operating activities in of $4,672,043 and $3,344,593, respectively, for the year ended December 31, 2016 and has an accumulated deficit and stockholders' deficit of $47,957,926 and $6,363,616, respectively, at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. GOLDEN INSURANCE: A.M. Best Affirms 'bb-' LT Issuer Credit Rating ----------------------------------------------------------------- A.M. Best, in June 2017, removed from under review with negative implications and affirmed the Financial Strength Rating of B- (Fair) and the Long-Term Issuer Credit Rating of "bb-" of Golden Insurance Company, A Risk Retention Group (Golden) (Incline Village, NV). The outlook assigned to these Credit Ratings (ratings) is negative. The ratings were placed under review with negative implications on Dec. 20, 2016, due to a change in the company's premium earning pattern prescribed by the Nevada Department of Insurance. The change resulted in increased reserve levels and reductions in policyholders' surplus. In order to gain an adequate understanding of the company's unearned premium reserve equity and risk-adjusted capitalization, the analytical team concluded that a review of the 2016 year-end actuarial report was needed. The review of the 2016 actuarial report resulted in a determination that the risk-adjusted capitalization remained supportive of the current rating level. However, concerns remained regarding elevated underwriting losses and expenses, stemming from general liability claims in 2016, and how the new premium earnings pattern would affect future operating results. The negative outlooks reflect the continued uncertainty regarding the company's loss reserve adequacy and future operating profitability. These negative rating factors are mitigated by the company's profitability through the first quarter of 2017. Additionally, the company has contracted a reputable captive manager and other support staff in recent years to improve their risk management and financial reporting processes. GREAT BASIN: Reaches Forbearance Agreement With Lender ------------------------------------------------------ Great Basin Scientific, Inc. and Hudson Bay Master Fund Ltd. entered into a forbearance agreement on Aug. 21, 2017, wherein "Hudson Bay agreed to forbear from exercising any of the remedies during the 15 day Forbearance Period, but solely with respect to the Specified Event of Default; provided, however, that such forbearance will not apply to, and does not limit, the right of the Holder to charge Interest at the Default Rate in accordance with the Note at any time after the date of the delivery of the August Redemption Notice." On Aug. 16, 2017, Hudson Bay delivered an event of default redemption notice in accordance with the terms of Section 4(b) of the Series A Senior Secured Convertible Note dated April 17, 2017. In exchange for the forbearance, the Company has provided Hudson Bay with a release of any and all claims that the Company may have against Hudson Bay. The Holder can be reached at: HUDSON BAY MASTER FUND LTD. Hudson Bay Capital Management LP, Investment Advisor Yoav Roth, Authorized Signatory The Company can be reached at: Great Basin Scientific, Inc. 420 E. South Temple, Suite 520 Salt Lake City, Utah 84111 Attention: Jeff Rona, Chief Financial Officer E-Mail: jrona@gbscience.com Facsimile: 801-990-1051 A copy of the Forbearance Agreement is available at https://is.gd/suogu1 Extension of Series J Warrants Termination Date On Aug. 21, 2017, the Company unilaterally extended the Series J Warrants Termination Date (as defined in the Series J Warrants) to Dec. 31, 2017, as permitted by Section 3(g)(iii) of the Series J Warrants. All other terms of the Series J Warrants remain in effect without modification. About Great Basin West Valley City, Utah-based Great Basin Scientific Inc. -- http://www.gbscience.com/-- is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods. Great Basin Scientific reported a net loss of $89.14 million on $3.04 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $57.89 million on $2.14 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Great Basin had $29.24 million in total assets, $59.10 million in total liabilities, and a total stockholders' deficit of $29.86 million. The Company's independent accountants, BDO USA, LLP, in Salt Lake City, Utah, expressed "substantial doubt" about the Company's ability to continue as a going concern noting that the Company has incurred substantial losses from operations, has negative operating cash flows and has a net capital deficiency. GREEN PLAINS: Egan-Jones Lowers Sr. Unsecured Rating to B+ ---------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, lowered the local currency and foreign currency senior unsecured ratings on debt issued by Green Plains Inc to B+ from BB-. Previously, on June 17, 2017, EJR raised the Company's senior unsecured ratings to BB- from B+. Green Plains is a vertically integrated ethanol producer based in Omaha, Nebraska. GUIDED THERAPEUTICS: Signs $53K Note Purchase Pact With Power Up ---------------------------------------------------------------- Guided Therapeutics, Inc., entered into a securities purchase agreement with Power Up Lending Group Ltd. on Aug. 18, 2017, providing for the purchase by Power Up from the Company of a convertible note in the aggregate principal amount of $53,000. The note bears an interest rate of 12%, and is due and payable on May 19, 2018. The note may be converted by Power Up at any time after 180 days from issuance into shares of Company's common stock at a conversion price equal to 58% of the average of the lowest two day trading prices of the common stock during the 15 trading days prior to conversion. The note may be prepaid in accordance with its terms, at premiums ranging from 15% to 40%, depending on the time of prepayment. The note contains certain representations, warranties, covenants and events of default, including if the Company is delinquent in its periodic report filings with the SEC, and provides for increases in principal and interest in the event of such defaults. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics incurred a net loss attributable to common stockholders of $4.99 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $9.50 million for the year ended Dec. 31, 2015. As of June 30, 2017, Guided Therapeutics had $1.51 million in total assets, $11.85 million in total liabilities and a total stockholders' deficit of $10.34 million. UHY LLP, in Sterling Heights, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. HELIOS AND MATHESON: Will Acquire Majority Stake in MoviePass ------------------------------------------------------------- Helios and Matheson Analytics Inc. has entered into a definitive agreement to acquire a majority stake of movie subscription technology company MoviePass Inc. The Company's innovative growth strategy through the expansion into industries with opportunities for big data and artificial intelligence innovations seeks to increase shareholder value. MoviePass is led by Netflix Co-Founder and Former Redbox President Mitch Lowe. Film marketing executive and producer Stacy Spikes co-founded MoviePass in 2011. Early investors include True Ventures, AOL Ventures and Chris Kelly, MoviePass' largest investor and former Chief Privacy Officer of Facebook. Helios and Matheson continues to acquire companies on the cutting edge, with first-mover advantage, disruptive technology and solid management. MoviePass is available in over 91% of all theaters in the U.S. This includes AMC, Regal and Cinemark theaters along with independent theaters. The MoviePass app enables subscribers to see unlimited movies, in theaters with no blackout dates; no contracts; just a low flat $9.95 monthly fee. "MoviePass was founded to make it easier for passionate moviegoers and casual fans to see films the way they're meant to be seen -- in the theater," said Mitch Lowe, CEO of MoviePass. "Our vision has always been to make the moviegoing experience more affordable and enjoyable for our subscribers. We are changing the way consumers think about going to the movies by making it possible to experience a broader array of films -- from the latest summer blockbuster to a critically-acclaimed documentary -- through a subscription model. Today's acquisition by Helios & Matheson is a huge step towards making our vision a reality by allowing us to introduce a new $9.95 nationwide subscription service that completely disrupts the movie industry in the same way that Netflix and Redbox have done in years past." In July 2017, Drake Star Partners released an independent report on entertainment technology. The report states that, despite the marketing of Streaming Video On-Demand (SVOD) services such as Netflix and Amazon, 2016 box office dollars set a new record. The report additionally affirmed MoviePass a true win-win-win situation for the moviegoer, the movie studios and the theaters. For the subscribers -- who, incidentally, represent a powerful demographic with 75% of the user base under 35 -- the low subscription cost enables them to see more movies than they may otherwise wait to see in post-theater release, which is critically important to the films that currently make up the release schedule. It's further reported that subscribers, on average, have increased their annual movie-going budget four-fold. In addition, a 2016 independent report by Mather Economics found that MoviePass members showed a 100% increase in movie-going. This includes a 50% increase in mid-week attendance and a 123% increase in concession revenues. In short, the subscription trumps the pay-per-view approach, reducing its high customer acquisition cost to the MoviePass risk-free, contract-free model. "I believe the technology platforms that Helios and Matheson has built over the years are a perfect fit for the MoviePass family," said Ted Farnsworth, Helios and Matheson's Chairman and CEO. "With our big data and artificial intelligence platforms and other technologies that we own, we will be able to bring a significant technological advantage to MoviePass. Our mission at HMNY is to continuously be innovating, and this blending is a natural fit to take us up to the next level and beyond." MoviePass will continue its operations with existing leadership and continue to expand throughout the U.S. MoviePass has agreed, following the closing of this transaction, to apply for listing and seek to begin trading on the Nasdaq Stock Market or the New York Stock Exchange by March 31, 2018, at which point HMNY would remain the majority shareholder of MoviePass. Madison Global Partners advised MoviePass and Palladium Capital Advisors advised HMNY on the transaction. "As a Co-founder of MoviePass, the establishment of a subscription service has and continues to be the catalyst needed to reinvigorate the film industry," said Stacy Spikes MoviePass COO. This partnership with Helios and Matheson brings together the perfect combination of resources and innovation needed to bring that goal one step closer to reality. Our data continues to reinforce the amazing benefits of subscription for customers, theaters and studios. For our industry to remain relevant we must be bold and experiment with wild new ideas." "My past experience at Facebook gave me the wherewithal to see that MoviePass was destined to disrupt the movie and entertainment industry. As a passionate movie lover, I saw MoviePass as a great company to bring people back to the theater to share in the social experience only the big screen can provide," said Chris Kelly. The closing of the MoviePass transaction is conditioned upon HMNY consummating an equity or equity-linked financing transaction with aggregate gross proceeds of at least $10 million, among other material conditions to be described in the Current Report. HMNY's two largest stockholders, collectively holding approximately 49% of HMNY's outstanding shares of common stock, have agreed to vote in favor of the MoviePass transaction and concurrent financing transaction, as will be described in the Current Report, for purposes of compliance with Nasdaq Listing Rule 5635. Measurement Period Results On Aug. 22, 2017, the Company filed a Current Report to disclose the performance of MoviePass in filling theater seats for two theater chains that have partnerships with MoviePass, for the six day period from Aug. 15, 2017, through Aug. 20, 2017, following the announcement of the MoviePass Transaction and the new MoviePass $9.95 per month subscription price. In one of the theater chains, during the Measurement Period, the number of theater seats filled by MoviePass increased from 206 to approximately 4,137, representing an increase in excess of 2,000% as compared to the seven day period preceding the Measurement Period. In the other theater chain, during the Measurement Period, the number of theater seats filled by MoviePass increased from 203 to approximately 1,795, representing an increase of approximately 884% as compared to the seven day period preceding the Measurement Period. These two theater chains have theaters located in Arizona, California, Florida, Illinois, Michigan, Missouri, North Carolina, Pennsylvania, Indiana and Texas. About MoviePass MoviePass -- http://www.moviepass.com/-- is a technology company dedicated to enhancing the exploration of cinema. As the nation's premier movie-theater subscription service, MoviePass provides film enthusiasts the ability to attend unlimited movies. The service, now accepted at more than 91% of theaters across the United States is the nation's largest theater network About Helios and Matheson Helios and Matheson Analytics Inc. (NASDAQ: HMNY) -- http://www.hmny.com/-- provides information technology consulting, training services, software products and an enhanced suite of services of predictive analytics. Servicing Fortune 500 corporations and other large organizations, HMNY focuses mainly on BFSI technology verticals. HMNY's solutions cover the entire spectrum of IT needs, including applications, data, and infrastructure. HMNY is headquartered in New York, NY and listed on the NASDAQ Capital Market under the symbol HMNY. Helios and Matheson reported a net loss of $7.38 million for the year ended Dec. 31, 2016, a net loss of $2.11 million for the year ended Dec. 31, 2015, and a net loss of $199,944 for the year ended Dec. 31, 2014. HISTOPATH LAB: Chapter 727 Claims Bar Date Set for Dec. 13 ---------------------------------------------------------- Histopath Lab. P.A., filed a petition commencing an assignment for the benefit of creditors pursuant to chapter 727, Florida Statutes, on Aug. 15, 2017. Histopath Lab. P.A., the assignor, has a principal place of business in Citrus County, Florida at 2671 West Norvell Bryant Highway, Lecanto, FL 34461. Michael Phelan of Michael Moecker & Associates, Inc., is the Assignee, and may be reached at: Michael Phelan Michael Moecker & Associates, Inc. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, Florida 33315 Pursuant to Section 727.105, Fla. Stat., no proceeding may be commenced against the Assignee except as provided in Chapter 727, and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment of claim against assets of the Estate, in the possession, custody, or control of the Assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with the Assignee or the Assignee's attorney on or before December 13, 2017. The case is, In re: HISTOPATH LAB, P.A., Assignor, to MICHAEL PHELAN, Assignee, Case No. 2017 CA 000658 A, CIRCUIT COURT OF THE FIFTH JUDICIAL CIRCUIT IN AND FOR CITRUS COUNTY, FLORIDA CIVIL DIVISION. HUMANIGEN INC: Has $15M Equity Financing From Aperture ------------------------------------------------------ Humanigen, Inc., has signed an agreement for a committed equity financing facility under which it may from time to time, at the Company's sole discretion, sell up to $15 million of its common stock to Aperture Healthcare Ventures Ltd. The actual amount of funds that can be raised under the Aperture facility will depend on the number of shares sold under the agreement and the market value of Humanigen's stock during the pricing period of each sale. The Company may begin utilizing the Aperture facility following the satisfaction of certain conditions, including, among other things, that a registration statement covering the resale of the shares of common stock subject to the Aperture facility is declared effective by the U.S. Securities and Exchange Commission. Upon satisfaction of those conditions, the Aperture committed equity financing facility will provide an additional source of working capital to the company which, together with borrowings under the company's amended term loan facility announced in July 2017, will support the Company's business operations and advance its pipeline. "The Aperture committed equity financing represents one part of our overall financing strategy that will help us continue to accelerate our transformation as Humanigen, execute against our priorities, and advance our pipeline to bring much-needed medicines to patients with neglected and rare diseases," said Cameron Durrant, MD, chairman, CEO and interim chief financial officer. The offer and sale of the securities in the above transaction have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act and any applicable state securities laws or an applicable exemption from such registration. Humanigen, Inc.'s counsel is: Polsinelli PC 1401 Eye Street, N.W., Suite 800 Washington, DC 20005 Telephone Number: (202) 783-3300 E-mail: kvold@polsinelli.com Attention: Kevin L. Vold, Esq. Aperture's legal counsel is: MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. 666 Third Avenue New York, NY 10016 Telephone Number: (212) 935-3000 E-mail: ajmarsico@mintz.com Attention: Anthony J. Marsico, Esq. The Investor can be reached at: APERTURE HEALTHCARE VENTURES LTD. c/o Gardiner Roberts LLP Bay Adelaide Centre – East Tower 22 Adelaide Street West, Suite 3600 Toronto, Ontario M5H 4E3 Telephone Number: (416) 865-6600 E-mail: investments@aperturehcv.com Attention: Justine Turner, Director A copy of the Registration Rights Agreement is available at: https://is.gd/bkwZgg A copy of the Common Stock Purchase Agreement is available at: https://is.gd/PJx3yS About Humanigen, Inc. Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc., -- http://www.humanigen.com/-- is a biopharmaceutical company focused on advancing medicines for patients with neglected and rare diseases through innovative, accelerated business models. Lead compounds in the portfolio are benznidazole for the potential treatment of Chagas disease in the U.S., and the proprietary monoclonal antibodies, lenzilumab and ifabotuzumab. Lenzilumab has potential for treatment of various rare diseases, including hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). KaloBios amended its Amended and Restated Certificate of Incorporation to change its corporate name to Humanigen, Inc., effective Aug. 7, 2017. KaloBios filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months later. The Company has acquired the rights from Savant Neglected Diseases LLC to develop benznidazole for the treatment of Chagas disease. Kalobios reported a net loss of $27.01 million for the year ended Dec. 31, 2016, compared to a net loss of $35.37 million for the year ended Dec. 31, 2015. As of June 30, 2017, Humanigen had $1.92 million in total assets, $16.61 million in total liabilities and a total stockholders' deficit of $14.69 million. HORNE LLP, in Ridgeland, Mississippi, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. IDERA INC: S&P Cuts CCR to 'B-' on Add'l. Debt-Funded Acquisitions ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating to 'B-' from 'B' on Houston-based Idera Inc. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating to 'B-' from 'B' on Idera's first-lien debt. The recovery rating remains '3', indicating our expectation for meaningful (50% to 70%; rounded estimate 60%) recovery in a payment default. In addition, we lowered our issue-level rating to 'CCC+' from 'B-' on the company's second-lien debt. The recovery rating remains '5', indicating our expectation for modest (10% to 30%; rounded estimate 10%) recovery in the event of a payment default." "The rating action is based on our view that leverage will exceed the previously stated downside threshold for the next 12 months, as the company looks to integrate the Sencha and Aquafold acquisitions, with cost synergies planned in excess of 50% of the existing cost structures," said S&P Global Ratings credit analyst Geoffrey Wilson. S&P said, "The stable outlook reflects our expectation that the company's large recurring revenue base and high margins, along with the continued demand for database software tools, will contribute to future stable operating performance." INTERNAP CORP: S&P Alters Outlook to Stable & Affirms 'B' CCR ------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Atlanta-based data center operator Internap Corp. to stable from negative. At the same time, S&P affirmed all its ratings on the company, including the 'B' corporate credit rating. The outlook revision reflects increased covenant cushion as a result of moderate earnings growth and relief on its leverage and interest coverage financial covenants under the April 2017 refinancing. In spite of top-line declines, the company took costs out of the business, resulting covenant cushion above 20% in the second quarter of 2017. Given the favorable characteristics of the data center industry combined with the company's improved cost structure, looser covenants, and minimal customer concentration (with Internap's top 10 customers accounting for just 13% of total revenues), S&P believes it is unlikely that the company's covenant cushion will fall below 10% over the next 12-months. S&P said, "The stable outlook reflects our expectation for continued EBITDA growth over the next 12 months, resulting from a continued shift in revenue to higher-margin services and our expectation that FOCF will be break-even to modestly positive in 2017, with adequate liquidity. While we believe Internap will benefit from increased IT outsourcing, including favorable supply-demand dynamics in its core markets, its noncore IP services and partner-controlled colocation businesses constrain leverage reduction and growth prospects. "We could lower the rating if the company's liquidity narrows without a credible path for improvement. Such a scenario would likely result from a decline in operating performance within the company's core colocation, hosting, and cloud businesses. This would include higher churn and pricing pressure, limiting FOCF and reducing availability under the revolving credit facility or tightening covenant compliance. Alternatively, we could lower the rating if leverage increases above 7x on a sustained basis. "Although unlikely over the next year, we could raise the rating if the company stabilizes revenue declines and improves leverage to the mid-4x area on a sustained basis, with FOCF to debt above 5%. Any upgrade would require a longer-term financial policy supportive of improved credit metrics." ISTAR INC: Egan-Jones Raises Sr. Unsecured Rating to BB- -------------------------------------------------------- Egan-Jones Ratings Company, on June 16, 2017, raised local currency and foreign currency senior unsecured ratings on debt issued by iStar Inc to BB- from B+. iStar finances, invests in and develops real estate and real estate related projects as part of its fully-integrated investment platform. ITUS CORP: Fails to Comply With Nasdaq's $1 Bid Price Rule ---------------------------------------------------------- ITUS Corporation received a staff deficiency notice from The Nasdaq Stock Market on Aug. 18, 2017, informing the Company that its common stock, par value $0.01 per share, failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq's letter advised the Company that, based upon the closing bid price during the period from July 6, 2017, to Aug. 17, 2017, the Company no longer meets this test. Nasdaq's notice has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until Feb. 14, 2018, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to Feb. 14, 2018. About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. ITUS Corp reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. As of April 30, 2017, ITUS had $7.24 million in total assets, $3.66 million in total liabilities and $3.58 million in total shareholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. J CREW GROUP: Incurs $20.6 Million Net Loss in Second Quarter ------------------------------------------------------------- J.Crew Group, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $20.65 million on $560.90 million of total revenues for the 13 weeks ended July 29, 2017, compared to a net loss of $8.62 million on $569.8 million of total revenues for the 13 weeks ended July 30, 2016. For the 26 weeks ended July 29, 2017, J.Crew reported a net loss of $143.9 million on $1.09 billion of total revenues compared to a net loss of $16.66 million on $1.13 billion of total revenues for the 26 weeks ended July 30, 2016. J.Crew sales decreased 7% to $443.1 million. J.Crew comparable sales decreased 8% following a decrease of 9% in the second quarter last year. Madewell sales increased 19% to $93.1 million. Madewell comparable sales increased 11% following an increase of 3% in the second quarter last year. Gross margin increased to 38.6% from 35.7% in the second quarter last year. Selling, general and administrative expenses were $210.1 million, or 37.5% of revenues, compared to $196.5 million, or 34.5% of revenues in the second quarter last year. Excluding transformation costs of $14.0 million and transaction costs of $13.7 million (incurred in connection with the Company's debt exchange and refinancing), selling, general and administrative expenses were $182.4 million, or 32.5% of revenues this year. Operating income was $2.6 million compared to $6.7 million in the second quarter last year. The second quarter this year includes transformation costs of $14.0 million and transaction costs of $13.7 million. Adjusted EBITDA increased $24.8 million, or 65%, to $63.1 million from $38.3 million in the second quarter last year. As of July 29, 2017, the Company had $1.18 billion in total assets, $2.35 billion in total liabilities and a total stockholders' deficit of $1.17 billion. Cash and cash equivalents were $62.4 million compared to $49.2 million at the end of the second quarter last year. The cash balance at the end of the second quarter this year reflects the payment of transaction costs of $33.8 million and debt repayments pursuant to the refinancing of $27.0 million. Inventories were $299.8 million compared to $391.6 million at the end of the second quarter last year. Inventories decreased 23% and inventories per square foot decreased 24% compared to the end of the second quarter last year. Total debt, net of discount and deferred financing costs, was $1,721 million compared to $1,512 million at the end of the second quarter last year. On July 13, 2017, the Company completed a debt exchange and refinancing. There were no outstanding borrowings under the ABL Facility at July 29, 2017, or July 30, 2016. As of Aug. 23, 2017, there were outstanding borrowings of $10 million under the ABL Facility, with excess availability of approximately $245 million. Jim Brett, chief executive officer, remarked, "Since joining J.Crew in July, I've come to a better understanding of how these iconic American brands can be made to play a more meaningful role in our lives. Overall, I am optimistic about the opportunities that lie ahead, particularly when reviewing the strong talent, capabilities and commitment within the organization. The team delivered solid progress on our transformation plan during the second quarter, highlighted by expansion in gross margin and reduced expenses that drove an increase in Adjusted EBITDA. And I am confident about evolving our brand strategy to drive long term profitable growth." Debt Exchange and Refinancing On July 13, 2017, the Company completed the following interrelated liability management transactions: * An exchange offer in which $565.7 million principal outstanding of 7.75%/8.50% Senior PIK Toggle Notes due 2019 issued by the Company's parent were exchanged for (i) $249.6 million of 13% Senior Secured Notes due 2021 and (ii) shares of preferred and common stock of the Company's parent. * An amendment of the Company's Term Loan Facility to, among other things, facilitate the following related transactions: - the repayment of $150.5 million principal amount outstanding under the Term Loan Facility; - the transfer of the remaining undivided ownership interest in the U.S. intellectual property rights of the J.Crew brand to a subsidiary of the Company which, together with the undivided ownership interest transferred in December 2016 represent 100% of the U.S. intellectual property rights of the J.Crew brand, and the execution of related license agreements; - the issuance of $97.0 million principal amount of an additional series of 13% Senior Secured Notes due 2021, subject to the same terms and conditions as the exchange notes, for cash at a 3% discount, the proceeds of which were loaned to the Company and were applied, in part, to finance the repayment of the $150.5 million principal amount of term loans referenced above; and - the raising of additional borrowings under the Term Loan Facility of $30.0 million, for cash at a 2% discount, provided by the Company's sponsors, the net proceeds of which were also applied, in part, to finance the repayment of the $150.5 million principal amount of term loans. First Quarter Impairment During the first quarter of fiscal 2017, the Company recorded a non-cash impairment charge of $129.8 million related to the intangible asset for the J.Crew trade name. After recording the impairment charge in the first quarter, the carrying value of the J.Crew trade name was $250.2 million. If revenues or operating results decline below the Company's current expectations, additional impairment charges may be recorded in the future. This impairment charge does not have an effect on the Company’s operations, liquidity or financial covenants, and does not change management's long-term strategy, which includes its plans to drive disciplined growth across its brands. Related Party On Nov. 4, 2013, an indirect parent holding company of the Company issued $500 million of PIK Notes. On July 13, 2017, the Company completed a private exchange offer pursuant to which $565.7 million principal amount of such PIK Notes were exchanged for $249.6 million of exchange notes and shares of preferred and common stock of the Parent. The PIK Notes were not guaranteed by any of the PIK Notes Issuer's subsidiaries, and therefore were not recorded in the Company's financial statements. The exchange notes, however, are guaranteed by the Company's subsidiaries, and therefore are recorded in the Company's financial statements. A full-text copy of the Form 10-Q is available for free at: https://is.gd/rAelqa About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of June 26, 2017, the Company operates 277 J.Crew retail stores, 118 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, and 179 factory stores (including 39 J.Crew Mercantile stores). For the year ended Jan. 28, 2017, J. Crew reported a net loss of $23.51 million following a net loss of $1.24 billion for the year ended Jan. 30, 2016. * * * In July 2017, S&P Global Ratings raised its corporate credit rating on J. Crew Group to 'CCC+' from 'SD'. "The rating action follows our review of J. Crew capital structure following the company's exchange of the unsecured PIK toggle notes maturing in 2019. J. Crew has a 'Caa2' Corporate Family Rating from Moody's Investors Service. J. Crew's Caa2 Corporate Family Rating reflects its weak operating performance and high debt burden, with Moody's-adjusted debt/EBITDA of 7.8 times (credit agreement debt/EBITDA of 10.3 times) and EBIT/interest expense of 0.6 times pro-forma for the debt exchange. J CREW GROUP: Names Vincent Zanna as New Chief Financial Officer ---------------------------------------------------------------- Vincent Zanna has been named chief financial officer and treasurer of J.Crew Group, Inc., effective Aug. 23, 2017. Mr. Zanna, age 46, served as the Company's senior vice president of finance and treasurer since October 2016 and vice president and treasurer from 2012. Prior to joining the Company in 2009, Mr. Zanna served as the treasurer of Footstar, Inc. In connection with his appointment, Mr. Zanna will be granted an increase in base salary to $475,000, and his potential target bonus under the Company's annual incentive plan shall be increased to 50%. Upon the effectiveness of Mr. Zanna's appointment, Michael J. Nicholson will no longer serve as the Company's chief financial officer and will continue in his role of president, chief operating officer of the Company. Mr. Zanna will serve as the Company's principal financial officer. About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of June 26, 2017, the Company operates 277 J.Crew retail stores, 118 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, and 179 factory stores (including 39 J.Crew Mercantile stores). For the year ended Jan. 28, 2017, J. Crew reported a net loss of $23.51 million following a net loss of $1.24 billion for the year ended Jan. 30, 2016. * * * As reported by the TCR on July 19, 2017, S&P Global Ratings raised its corporate credit rating on the New York-based specialty retailer J. Crew Group Inc. to 'CCC+' from 'SD'. "The rating action follows our review of J. Crew capital structure following the company's exchange of the unsecured PIK toggle notes maturing in 2019. J. Crew has a 'Caa2' Corporate Family Rating from Moody's Investors Service. J. Crew's Caa2 Corporate Family Rating reflects its weak operating performance and high debt burden, with Moody's-adjusted debt/EBITDA of 7.8 times (credit agreement debt/EBITDA of 10.3 times) and EBIT/interest expense of 0.6 times pro-forma for the debt exchange. JAX TRANSFER: Chapter 727 Claims Bar Date Set for Nov. 25 --------------------------------------------------------- Jax Transfer, LLC, a Florida limited liability company, filed on July 28, 2017, a petition commencing an Assignment for the Benefit of Creditors, pursuant to Chapter 727, Florida Statutes. Jax Transfer is the Assignor, and Mark C. Healy is the Assignee. Jax Ttransfer has a principal place of business at 5160 William Mills Street, Jacksonville, Florida 32226. Mr. Healy's address is Michael Moecker & Associates, Inc., 1883 Marine Mile Blvd., Suite 106, Ft. Lauderdale, Florida 33315. In order to receive any dividend in this proceeding, interested parties must file a proof of claim, on the Assignee or his attorney on or before November 25, 2017. The case is, In re: JAX TRANSFER, LLC, a Florida Limited Liability Company, Assignor, To: MARK C. HEALY, Assignee, CASE NO. 16-2017-CA-004796 DIVISION: CV-H, IN THE CIRCUIT COURT FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY, FLORIDA. JAXCOPY LLC: Chapter 727 Claims Bar Date Set for Nov. 27 -------------------------------------------------------- Jaxcopy LLC, a Florida Limited Liability Company, filed on July 28, 2017, a petition commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes. Jaxcopy is the Assignor. Its principal place of business is at 1 Independent Drive, Suite 100, Jacksonville, Florida 32202. Mark Healy of Michael Moecker & Associates, Inc., is the Assignee. Pursuant to Florida Statutes 727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727 and except in the case of a secured creditor enforcing its rights and collateral under Chapter 679, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate, other than real property, in the possession, custody, or control of the Assignee. In order to receive any dividend in this proceeding, interested parties must on or before November 27, 2017 -- 120 days from the date the Petition was filed -- a proof of claim with the Assignee: Mark Healy Michael Moecker & Associates, Inc. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, FL 33315 Attorney for Defendant(s): Kevin B. Paysinger, Esq. William B. McDaniel, Esq. LANSING ROY, P.A. 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207-2184 Telephone: (904) 391-0030 Facsimile: (904) 391-0031 E-mail: stcourt@lansingroy.com The case is, In re: JAXCOPY, LLC, a Florida limited liability company, Assignor, To: MARK HEALY, Assignee, CASE NO.: 16-2017-CA-004757 DIVISION: CV-G, IN THE CIRCUIT COURT FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY, FLORIDA. JOHN Q. HAMMONS: $1.6M Sale of Middleton Property to JDH Okayed --------------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized John Q. Hammons Fall 2006, LLC and its affiliates, to sell the approximately 3.7 acres of vacant land located in the southwest quadrant of John Q. Hammons Drive and Holiday Drive, City of Middleton, Dane County, Wisconsin, to JD Holdings, L.L.C. or its assignee for $1,600,000. The sale is free and clear of all liens, claims, encumbrances, and other interests. The Debtors conducted a process to seek the highest bid for the Real Estate. The two bidders were Kraemer Development, LLC and JDH. At the end of the process, JDH offered $1.6 million and Kraemer advised that it did not intend to continue to bid. As a result, the Debtors determined the highest and best bid for the Real Estate was JDH's bid of $1.6 million. At the time of closing, and from the proceeds of the sale, the Trust is authorized and directed to pay its share of the closing costs and all past due and outstanding taxes with respect to the Real Estate. The Trust is further directed to place the remaining net sale proceeds into a segregated bank account and the Proceeds will be held in such account pending further order of the Court. The Order is without prejudice to any claim JDH has, or may have, or any defense to any such claim. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/John_Hammons_1196_Order.pdf The Purchaser: JD HOLDINGS, L.L.C. 2898 E. Camelback Road, Suite 1000 Phoenix, AZ 85018 Attn: Ron Brown E-mail: rbr0wn@atriumllc.com The Purchaser is represented by: Andrew Small, Esq. KIRKLAND & ELLIS 300 N. LaSalle Street Chicago, IL 60654 E-mail: andrew.small@kirkland.co About John Q. Hammons Fall 2006 Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. The petitions were signed by Greggory D. Groves, vice president. At the time of filing, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP. The Debtors' conflicts counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. The Debtors engaged BMC Group, Inc., as their notice, claims, and balloting agent; and Alvarez & Marsal Valuation Services, LLC as appraiser. KEMET CORP: Egan-Jones Hikes Sr. Unsecured Ratings to CCC --------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by KEMET Corp. to CCC from CC. EJR also raised the rating on commercial paper issued by the Company to C from D. KEMET Corporation was set up in 1919 and now is based in Simpsonville, South Carolina. The company produces many kinds of capacitors, such as tantalum, aluminum, multilayer ceramic, film, paper, polymer electrolytic, and supercapacitors. KING'S PEAK: Hires Burdick & Associates as Accountants ------------------------------------------------------ King's Peak Energy, LLC, seeks authority from the US Bankruptcy Court for the District of Colorado, to employ Burdick & Associates P.C. as its accountants. The Debtor requires Burdick to: (a) complete the 2016 calculations of the Debtor's Asset Retirement Obligations and depletion required for the Debtor's 2016 financial statements; (b) prepare the Debtor's 2016 tax returns; (c) provide general accounting advice; (d) provide advice on tax issues relating to any plan of reorganization which may be proposed by the Debtor; and (e) provide advice on fresh start accounting when the Debtor confirms a plan of reorganization. Burdick will charge the Debtor $2,000 for the 2016 Calculations and $3,750 to prepare the 2016 tax returns. Cindy McBrook attests that Burdick is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14). The Firm can be reached through: Cindy McBroom, CPA BURDICK & ASSOCIATES P.C. 8390 E. Crescent Parkway, Suite 110 Greenwood Village, CO 80111-2812 Phone: (303) 813-1380 Fax: (303) 813-1386 About King's Peak Energy King's Peak Energy, LLC is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. The Debtor filed a Chapter 11 petition (Bankr. D. Colo Case No. 17-16046) on June 29, 2017. The Chapter 11 petition was signed by Fred Soliz, manager/member. The Hon. Elizabeth E. Brown presides over the case. The Debtor is represented by Andrew D. Johnson, Esq. and Christian C. Onsager, Esq. of Onsager Fletcher Johnson LLC as counsel. At the time of filing, the Debtor estimated $10 million to $50 million in assets and liabilities. KING'S PEAK: Taps Leaf River's Tiddens as CRO --------------------------------------------- King's Peak Energy, LLC, seeks authority from the US Bankruptcy Court for the District of Colorado, to employ F. Robert Tiddens and Leaf River Resources Holdings, LLC, as chief restructuring officer. As Chief Restructuring Officer, Mr. Tiddens is expected to: a) review all aspects of field operations and the activities of the contract operator; b) evaluate capex needs; c) set or adjust compensation for Fred Soliz, manager/member, payable after the expiration of the Interim Order; d) set or adjust compensation for other employees of the Debtor, if any; e) review the Debtor's books and records; f) oversee the analysis and investigation of possible recapitalization or merger options and the determination of whether any such possibilities could reach fruition; g) pursue and oversee a sale process for the Debtor's assets if Mr. Tiddens determines it is in the best interests of the estate; and h) oversee whether a viable chapter 11 plan can be formulated and, if so, assist in the confirmation process for such a chapter 11 plan. At hearing on August 7, 2017 on the Debtor's motion for interim use of cash collateral, the Debtor and Macquarie Bank Ltd. submitted a Stipulated Second Interim Order Authorizing Debtor's Use of Cash Collateral. On August 8, 2017, the Court entered the Stipulated Second Interim Order Authorizing Debtor's Use of Cash Collateral in substantially the form as tendered. The Interim Order provides that the Debtor's right to use Cash Collateral shall terminate upon the earlier of (a) 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 August 9, 2017, (b) the failure of the Debtor to move before August 16, 2017 for appointment of a Chief Restructuring Officer, acceptable to MBL, with delegated authority to oversee and pursue a sale process and/or to oversee the Debtor’s reorganization efforts. The written resignation of Mr. John Teff from all positions with the Debtor was timely tendered on August 9, 2017. Mr. Tiddens will be compensated for his services on an hourly basis at $300 per hour and will be reimbursed in the ordinary course for actual and necessary expenses he incurs. F. Robert Tiddens attests that he is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14). The CRO can be reached through: F. Robert Tiddens Leaf River Resources Holdings, LLc 558 Castle Pines Pkwy. Ste. B4-363 Castle Rock, CO 80108 Tel: (303) 779-3681 VOIP: (303) 689-9450 About King's Peak Energy King's Peak Energy, LLC is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-16046) on June 29, 2017. The Chapter 11 petition was signed by Fred Soliz, manager/member. The Hon. Elizabeth E. Brown presides over the case. The Debtor is represented by Andrew D. Johnson, Esq., and Christian C. Onsager, Esq., at Onsager Fletcher Johnson LLC. At the time of filing, the Debtor estimated $10 million to $50 million in assets and liabilities. LAYFIELD & BARRETT: Taps Havkin & Shrago as Legal Counsel --------------------------------------------------------- Layfield & Barrett, APC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Havkin & Shrago to, among other things, give legal advice regarding its duties under the Bankruptcy Code; negotiate with creditors regarding payment of their claims; and assist in the preparation of a plan of reorganization. Stella Havkin, Esq., and Renee Linares, Esq., the attorneys who will be handling the case, will charge $495 per hour and $395 per hour, respectively. The Debtor has agreed to pay the firm a retainer in the sum of $75,000. Havkin & Shrago does not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Stella Havkin, Esq. Havkin & Shrago, Attorneys at Law 20700 Ventura Boulevard, Suite 328 Woodland Hills, CA 91364 Phone: (818) 999-1568 Fax: (818) 305-6040 Email: stella@havkinandshrago.com About Layfield & Barrett APC Certain creditors of Layfield & Barrett, APC filed an involuntary Chapter 7 case on August 3, 2017. The Debtor moved for conversion of the case to one under Chapter 11 of the Bankruptcy Code. On August 11, 2017, the case was converted to a Chapter 11 case (Bankr. C.D. Calif. Case No. 17-19548). Judge Neil W. Bason presides over the case. LEO MOTORS: Reports $3.1 Million Net Loss for Second Quarter ------------------------------------------------------------ Leo Motors, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of US$3.08 million on US$433,992 of revenues for the three months ended June 30, 2017, compared to a net loss of US$869,378 on US$806,456 of revenues for the same period during the prior year. For the six months ended June 30, 2017, the Company reported a net loss of US$5.46 million on US$832,943 of revenues compared to a net loss of US$1.32 million on US$1.55 million of revenues for the six months ended June 30, 2016. The Company had a gross profit (loss) of US$(171,141) for the three months ended June 30, 2017, compared to a gross profit of US$116,382 for the same period in 2016. The decrease in gross profit was due to the technology and development costs from LGM and Leo AIC. The Company had a gross profit (loss) of US$41,474 for the six months ended June 30, 2017, compared to a gross profit of US$571,074 for the same period in 2016. The decrease in gross profit was due to the technology and development costs from LGM and Leo AIC. Total operating expenses for the three months ended June 30, 2017, were US$3,108,804 compared to the operating cost for the three months ended June 30, 2016 of US$1,008,491. For the six months ended June 30, 2017, operating expense was US$5,614,273 compared to US$1,917,351 for the six months ended June 30, 2016. The increase was due to the increase of operating costs from Leo AIC. As of June 30, 2017, Leo Motors had US$7.07 million in total assets, US$9 million in total liabilities and a total deficit of US$1.92 million. The Company has cash of US$448,744 at June 30, 2017. "Our liquidity and capital resources are limited," the Company said in the report. "Accordingly, our ability to initiate our plan of operations and continue as a going concern is currently dependent on our ability to either generate significant new revenues or raise external capital through additional borrowing or the sale of additional equity." The Company's total current assets at June 30, 2017, were US$3,458,989 and total current liabilities were US$8,246,266. Significant losses from operations have been incurred since inception and there is an accumulated deficit of US$34,341,015 as of June 30, 2017. Continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. A full-text copy of the Form 10-Q is available for free at: https://is.gd/wduLAj About Leo Motors Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., a Nevada corporation, is engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. In 2011, the Company determined its investment in Leo B&T Inc. an investment account was impaired and recorded an expense of AUD4.5 million. During the 2012 year the Company had a net non operating income largely from the result of the forgiveness of debt for AUD1.3 million. Leo Motors reported a net loss of US$6.41 million for the year ended Dec. 31, 2016, a net loss of US$4.49 million in 2015, and a net loss of US$4.48 million in 2014. DLL CPAs LLC issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company has suffered recurring losses from operations and negative cash flows from operations the past two years. These factors raise substantial doubt about its ability to continue as a going concern. LEWER LIFE: A.M. Best Affirms B(fair) Financial Strength Rating --------------------------------------------------------------- A.M. Best has revised the outlooks to positive from stable and affirmed the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Ratings of "bb+" of Lewer Life Insurance Company (Lewer Life) (Kansas City, MO). The revised outlooks reflect Lewer Life's long and established niche in the student health insurance marketplace, evolving business strategy and improved operating results. Lewer Life has demonstrated flexibility, innovation and the ability to respond to rapidly changing markets and regulations. As a result of the pressures imposed by the Patient Protection and Affordable Care Act (ACA) on the international student health insurance market, Lewer Life strategically exited from its relationship with a single carrier and negotiated an arrangement with two carriers offering ACA-exempt products to help mitigate concentration and regulatory risks. However, there may be challenges with future premium growth due to competitive pressures and an expected decline in foreign student population. In recent years, Lewer Life has undertaken business diversification initiatives, including the assumption of dental and vision premiums from another carrier. The company has reported continued premium growth through a combination of marketing efforts and increased international student populations at existing client schools. Lewer Life reported a historically high level of net income and capital growth, and maintained strong risk-adjusted capitalization in 2016. Partially offsetting rating factors include a relatively small level of absolute capital, a significant dependence on reinsurance and a concentration in international student health insurance business. LIQUIDMETAL TECHNOLOGIES: Appoints Tony Chung to Board ------------------------------------------------------ Liquidmetal Technologies, Inc., elected Mr. Tony Chung as a director of the Company. In connection with his appointment to the Board of Directors, Mr. Chung resigned as chief financial officer of the Company, and Mr. Bryce Van, former corporate controller, was appointed as vice president of finance and will serve as the Company's principal financial and accounting officer. Mr. Chung has not been named to any committee of the Board. As a non-employee director, Mr. Chung will be compensated in accordance with the Company's compensation policies for non-employee directors. In addition, Mr. Chung will be eligible to receive stock options and other equity-based awards under the Company's equity incentive plan, although no such grant is currently contemplated. Mr. Chung served as Liquidmetal's chief financial officer for nearly 10 years. During this time, he served a critical role in ensuring that the Company had adequate funding for operations and helped lead the Company to fulfill its vision as the leader of amorphous alloy technology. "Tony's expertise in the legal and financial realms has helped propel the Company for many years. We value his experience and are delighted to know that he will continue to contribute to Liquidmetal's future success as a member of our Board of Directors," said Professor Lugee Li, Chairman and CEO. "Now that the Company has a secure financial foundation, the time is right for me to transition to our Board of Directors, allowing me to spend more time with my family and on other meaningful ventures. But I remain fully committed to realizing the uncommon potential of Liquidmetal. I look forward to greeting our customers and investors at our upcoming Open House on October 17 as a member of our Board of Directors," said Mr. Chung. Bryce Van has been a key member of Liquidmetal's leadership team, serving as corporate controller for the last four years. "Bryce has impressed me with his understanding of the strong financial discipline we need for the next phase of our Company's development: Growing revenue and generating profits. I have great confidence in him," said Professor Li. Mr. Van receives a base annual salary of $210,000 and is eligible for future discretionary bonuses and equity grants under the Company's equity incentive plan. Mr. Van does not have a written employment agreement with the Company. Separation Agreement On Aug. 16, 2017, Mr. Chung entered into a separation agreement and general release with the Company pursuant to which Mr. Chung resigned as an officer and employee of the Company. The Separation Agreement provides for the payment of severance compensation to Mr. Chung in the form of a continuation of his base annual salary of $240,000 (subject to tax withholdings) for a period of 12 months and reimbursement for COBRA healthcare coverage for a period of 12 months. In addition, it provides for the accelerated vesting of 247,650 of the 2,455,601 unvested stock options held by Mr. Chung as of the separation date and the extension of the exercise period of his options until the earlier of the first anniversary of the date of the Separation Agreement or the date on which such options would otherwise expire and terminate in accordance with their terms if Mr. Chung had not resigned. This results in a total of 2,889,749 stock options being exercisable by Mr. Chung as of the separation date. Under the Separation Agreement, Mr. Chung agreed to be available to provide assistance to the Company by telephone with no additional consideration for ninety days following the separation date. In connection with the Separation Agreement, Mr. Chung granted the Company general releases subject to customary exceptions. About Liquidmetal Technologies Lake Forest, California-based Liquidmetal Technologies, Inc. -- http://www.liquidmetal.com/-- is the leading developer of products manufactured with bulk amorphous alloys. Amorphous alloys are unique materials that are distinguished by their ability to be injection molded and die cast into high performance applications from a broad range of markets. Liquidmetal reported a net loss and comprehensive loss attributable to the Company's shareholders of $18.74 million on $480,000 of total revenue for the year ended Dec. 31, 2016, compared with a net loss and comprehensive loss attributable to the Company's shareholders of $7.31 million on $125,000 of total revenue for the year ended Dec. 31, 2015. As of June 30, 2017, Liquidmetal had $57.93 million in total assets, $5.02 million in total liabilities and $52.90 million in total shareholders' equity. MAX SOUTH CONSTRUCTION: Nov. 20 Chapter 727 Claims Bar Date Set --------------------------------------------------------------- Max South Construction, Inc., filed a Petition commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, on July 21, 2017. Max South, as assignor, has its principal place of business at 13203 Northeast 16 Avenue, Miami, Florida 33161. Philip J. Von Kahle is the assignee. Pursuant to Section 727.105, Fla. Stat., no proceeding may be commenced against the Assignee except as provided in Chapter 727, and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, interested parties must file proofs of claim on or before Nov. 20, 2017, with the Assignee at: Philip J. Von Kahle Michael Moecker & Associates, Inc. 1883 Marina Mile Boulevard, Suite 106 Fort Lauderdale, Florida 33315 The case is, In re: ASSIGNMENT FOR THE BENEFIT OF CREDITORS OF MAX SOUTH CONSTRUCTION, INC., Assignor, TO: PHILIP J. VON KAHLE, Assignee, Case No. 2017-017425-CA-44, IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA, COMPLEX LITIGATION DIVISION. MICHAELS STORES: Egan-Jones Assigns BB- Sr. Unsec. Debt Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on June 16, 2017, assigned BB- local currency and foreign currency senior unsecured ratings on debt issued by Michaels Stores Inc. Michaels Stores, Inc. is a North American arts and crafts retail chain. MIDROX INSURANCE: A.M. Best Hikes Financial Strength Rating ----------------------------------------------------------- A.M. Best has upgraded the Financial Strength Rating to B+ (Good) from B (Fair) and the Long-Term Issuer Credit Rating to "bbb-" from "bb+" of Midrox Insurance Company (Midrox) (Roxbury, NY). The outlooks of these Credit Ratings (ratings) have been revised to stable from positive. The rating upgrades are based on the company's continuing solid level of risk-adjusted capitalization coupled with steady surplus growth, and underwriting and operating results which have improved to become more in line with its peer group. Although underwriting performance has fluctuated, pre-tax operating profits have been reported in four of the past five years, including 2016, as well as five-year averages that are comparable to the personal property composite. Additionally, the balance sheet remains strong as demonstrated with surplus that has nearly doubled over the past 10 years, sound liquidity measures, redundant loss reserve development and a quality investment portfolio. Surplus growth continued through second quarter 2017 and although surplus is relatively small, the company maintains a comprehensive reinsurance program to mitigate volatility to surplus from severe weather-related losses. These positive rating factors are partially offset by Midrox's concentration of risk in New York which can expose results to weather-related events, as well as regulatory and judicial challenges, an elevated expense ratio primarily driven by the commission expense ratio and high common stock leverage when compared to the composite average. NC MUTUAL: A.M. Best Lowers Financial Strength Rating to C+ ----------------------------------------------------------- A.M. Best, in June 2017, downgraded the Financial Strength Rating to C+ (Marginal) from C++ (Marginal) and the Long-Term Issuer Credit Rating to "b-" from "b+" of North Carolina Mutual Life Insurance Company (NCM) (Durham, NC). The outlook of these Credit Ratings (ratings) remains stable. Concurrently, A.M. Best has withdrawn the ratings as the company has requested to no longer participate in A.M. Best's interactive rating process. The ratings reflect NCM's significant decline in absolute capital and risk-based capital primarily due to operating performance. Over the past few years, the company has been shifting its business model to a more fee-based profit stream through operating as a general agency and collecting administrative service fees, while de-emphasizing insurance-related risks. Strategically, the company has been reducing its fixed expenses (general and administrative) through investment in technology, headcount reduction and reducing the associated leasing expense for its home office. Although A.M. Best recognizes the overall strategy of increasing revenue and profits, and limiting risk, as it grows the business as a general agency, NCM has a limited business profile with a market defined by the niche it serves. NCM has a well-established position and reputation in the African-American insurance market, which it has serviced since its inception in 1898. A.M. Best believes NCM has limited growth opportunities operating as an insurer with risk retention, as it continues to focus on its core target market and its operation as a general agency. NEPHROS INC: Has $1M Revolving Credit Facility With Tech Capital ---------------------------------------------------------------- Nephros, Inc., entered into a loan and security agreement with Tech Capital, LLC on Aug. 17, 2017, which provides for a senior secured asset-based revolving credit facility of up to $1,000,000, which the Company may draw upon from time to time during the term of the Loan Agreement. On Aug. 17, 2017, at the Company's request, the Lender advanced the Company the sum of $500,000 pursuant to the Credit Facility. The Company intends to use the proceeds from loans under the Credit Facility for working capital and general corporate purposes. The Loan Agreement has a basic term of 12 months, which will automatically renew for successive 12-month periods. However, the Company may terminate the Loan Agreement at any time upon 30 days' written notice to the Lender. The Lender may terminate the Loan Agreement at any time upon 90 days' written notice to the Company, or immediately following an event of default. All amounts outstanding under the Credit Facility are due and payable upon any such termination of the Loan Agreement. Availability under the Credit Facility will be based upon periodic borrowing base certifications valuing certain of the Company's accounts receivable and inventory. Outstanding borrowings under the Credit Facility accrue interest, which will be payable monthly based on the average daily outstanding balance, at a rate equal 3.5% plus the prime rate (as published in the Wall Street Journal) per annum, provided that such prime rate will not be less than 4.25% per annum. However, the minimum monthly interest payments required under the Loan Agreement will be at least $1,000. In addition, the Company is required to pay to the Lender on the date of the Loan Agreement and each anniversary thereof while there remain outstanding amounts under the Credit Facility a loan fee in the amount of 0.60% of the maximum amount of credit available under the Credit Facility. The Company may prepay all obligations under the Credit Facility at any time, provided that if such prepayment occurs during the first six months of the initial term or any renewal term, then the Company is required to pay an additional fee equal to the Minimum Monthly Interest multiplied by the number of months remaining in such initial or renewal term. The Company also granted to the Lender a first priority security interest in its assets, including its accounts receivable and inventory, to secure all of its obligations under the Credit Facility. In addition, Nephros International Limited, the Company's wholly-owned subsidiary, unconditionally guaranteed the Company's obligations under the Credit Facility. The Loan Agreement contains customary affirmative covenants, such as financial statement reporting requirements, monthly reports regarding accounts receivable and inventory and such other financial information reasonably requested by Lender. The Loan Agreement also contains customary covenants that limit the ability of the Company and its subsidiaries to, among other things, merger into or consolidate with another entity, sell its assets other than in the ordinary course of its business, change its state of incorporation, guarantee or otherwise become liable for obligations of any third party, or grant or permit to exist any other security interest or lien in any of the Company's assets. The Loan Agreement contains customary events of default, such as the failure to pay obligations when due, the Company's failure to perform its obligations under the Loan Agreement, initiation of bankruptcy or insolvency proceedings, making prohibited payments on subordinated indebtedness and defaults on certain other indebtedness. Upon an event of default, the Lender may, subject to customary cure rights, require the immediate payment of all amounts outstanding under the Credit Facility. In addition, during the occurrence of an event of default, outstanding amounts will bear interest at an additional 4.0% per annum in excess of the interest rate otherwise applicable. About Nephros, Inc. River Edge, N.J.-based Nephros, Inc. -- http://www.nephros.com/-- is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.03 million on $2.32 million of total net revenues for the year ended Dec. 31, 2016, compared with a net loss of $3.08 million on $1.94 million of total net revenue for the year ended Dec. 31, 2015. As of June 30, 2017, Nephros had $2.84 million in total assets, $2.05 million in total liabiities and $783,000 in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, MA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. It said, "[T]he Company has incurred negative cash flow from operations and recurring net losses. These conditions, among others, raise substantial doubt about its ability to continue as a going concern." NORTH CENTRAL FLORIDA: Plan Outline Hearing Set for Sept. 7 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida is set to hold a hearing on September 7 to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for The North Central Florida YMCA, Inc. The hearing will take place at 10:45 a.m., (Eastern Time), at the U.S. Courthouse, Courtroom 3, Third Floor, 401 S.E. First Avenue, Gainesville, Florida. Objections are due by August 31. The plan proposes to pay to each creditor holding an allowed Class 5 general unsecured claim a pro-rata distribution on January 31, 2018, of at least 25% of the net profit for the time frame of January 1 to December 31, 2017. Additionally, the plan will pay to each general unsecured creditor a pro-rata distribution on January 31, 2019, of at least 25% of the net profit for the time frame of January 1 to December 31, 2018. The company will pay creditors from income generated through the operation of its business, according to its disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/Q7mvSi About The North Central Florida YMCA The North Central Florida YMCA, Inc., based in Gainesville, Florida, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-10293) on Dec. 14, 2016. The petition was signed by Michele F. Martin, vice-chair. The Debtor disclosed $3.49 million in assets and $4.30 million in liabilities. The Debtor is represented by the Law Offices of Jason A. Burgess, LLC. The case is assigned to Judge Karen K. Specie. No official committee of unsecured creditors has been appointed in the case. On August 3, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. NORTHWEST DENTISTS: A.M. Best Hikes Rating From 'B(fair)' --------------------------------------------------------- A.M. Best, on August 2, 2017, removed from under review with positive implications and upgraded the Financial Strength Rating to B++ (Good) from B (Fair) and the Long-Term Issuer Credit Rating to "bbb" from "bb+" of Northwest Dentists Insurance Company (NORDIC) (Bothell, WA) and Dentists Benefits Insurance Company (DBIC) (Portland, OR). The outlook assigned to these Credit Ratings (ratings) is stable. These rating actions follow the February 2017 acquisition of NORDIC and DBIC by The Dentists Insurance Company (TDIC), which is an indirect subsidiary of the California Dental Association. The ratings are based upon NORDIC's and DBIC's relatively strong balance sheets and expertise in providing medical professional liability, commercial multi-peril and other liability coverages to dentists, primarily in Washington and Oregon. The acquisition is expected to provide these companies with greater stability and focus in line with TDIC's business plan and strategic direction. The acquisition also provides TDIC greater geographic diversification, and the integration of NORDIC and DBIC into TDIC's operations eventually will produce greater synergy among the companies. Partially offsetting the positive rating factors are the companies' limited business profiles and historically volatile earnings performance. NOTIS GLOBAL: Ned Siegel Becomes Executive Chairman --------------------------------------------------- In anticipation of the possibility of certain changes in the composition of Notis Global, Inc.'s Board of Directors and its executive team, the Company's Board, at a special meeting held on July 28, 2017, named Ned Siegel, its long-standing non-executive Chairman of the Board, as its executive chairman for the four-month period that expires on Nov. 30, 2017. Thereafter, effective Aug. 16, 2017, Clint Pyatt, who served as the Company's president and one of its directors, resigned from those positions in connection with the Company's agreement of that date with, among others, Mr. Pyatt, its then-51%-owned subsidiary, PCH Investment Group, Inc., of which he was an executive officer, director, and a principal. In addition, on Aug. 11, 2017, Jeff Goh, who served as the Company's chief executive officer and one of its directors tendered his resignation. Mr. Goh is a former director and executive officer of PCH and, as of the date of his resignation, remained an owner of one-third of the outstanding capital stock of PCH. Prior to the tendering of his resignation, Mr. Goh and one of the members of the Company's Board's special committee had engaged in certain conversations in respect of Mr. Goh's future with the Company or the methods by which he might exit from his positions with the Company. As a result of those conversations ultimately not coming to a mutually satisfactory conclusion, Mr. Goh tendered his resignation from all positions with the Company. "We believe that Mr. Goh's resignations as an executive officer and a director was caused, in whole or in part, by his belief that he was no longer permitted to fulfill his position as our chief executive officer and his concern that he was not being compensated in a manner consistent with his understandings of our obligations to him," the Company said in a Form 8-K report filed with the Securities and Exchange Commission. "As noted in the resignation letter that he provided us, Mr. Goh has filed a wage claim with the Department of Industrial Relations, Division of Labor Standards Enforcement." About Notis Global Headquartered in Los Angeles, Notis Global, Inc., provides specialized services to the hemp and marijuana industry. The Company enters into joint ventures and operating and management agreements with its partners and conducts consulting services for its clients. The Company also acts as a distributor of hemp products processed by its contract partners. Furthermore, the Company owns and manages real estate used by its contract partners for cultivation centers and dispensaries. As of June 30, 2016, Notis Global had $7.14 million in total assets, $24.54 million in total liabilities, and a total stockholders' deficit of $17.39 million. Notis Global reported a net loss of $50.44 million in 2015 following a net loss of $16.54 million in 2014. Marcum LLP, in Los Angeles, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a significant working capital deficit and an accumulated deficit as of Dec. 31, 2015, and has incurred a significant net loss and negative cash flows from operations for the years ended Dec. 31, 2015, and 2014. The foregoing matters raise substantial doubt about the Company's ability to continue as a going concern. NOTIS GLOBAL: Unwinds Acquisition of PCH Investment --------------------------------------------------- Notis Global, Inc. filed with the Securities and Exchange Commission a current report on Form 8-K on March 27, 2017, to announce a series of events, the earliest being the March 21, 2017, series of related transactions, pursuant to which the Company indirectly acquired 51% of the then-issued and outstanding shares of capital stock of PCH Investment Group. Subsequently, it became clear to the Company that the acquisition transaction and the then-prospective, anticipated benefits were not going to manifest themselves in a timely manner and in the magnitude that it had originally anticipated. Accordingly, through a Settlement Agreement and Mutual General Release, with an effective date of Aug. 16, 2017, the Company "unwound" the acquisition and entered into a series of mutual releases with, among others, PCH, Clinton Pyatt, and, Jeffrey Goh, but solely in connection with his status as an equity holder of PCH. A full-text copy of the Settlement Agreement and Mutual General Release is available for free at https://is.gd/wDgs2C About Notis Global Headquartered in Los Angeles, Notis Global, Inc., provides specialized services to the hemp and marijuana industry. The Company enters into joint ventures and operating and management agreements with its partners and conducts consulting services for its clients. The Company also acts as a distributor of hemp products processed by its contract partners. Furthermore, the Company owns and manages real estate used by its contract partners for cultivation centers and dispensaries. As of June 30, 2016, Notis Global had $7.14 million in total assets, $24.54 million in total liabilities, and a total stockholders' deficit of $17.39 million. Notis Global reported a net loss of $50.44 million in 2015 following a net loss of $16.54 million in 2014. Marcum LLP, in Los Angeles, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a significant working capital deficit and an accumulated deficit as of Dec. 31, 2015, and has incurred a significant net loss and negative cash flows from operations for the years ended Dec. 31, 2015, and 2014. The foregoing matters raise substantial doubt about the Company's ability to continue as a going concern. OCEAN RIG: U.S. Court Formally Recognizes Cayman Proceedings ------------------------------------------------------------ Ocean Rig UDW Inc. (NASDAQ:ORIG), an international contractor of offshore deepwater drilling services, on Aug. 25, 2017, announced the U.S. Bankruptcy Court has issued a memorandum opinion and an order granting recognition of the provisional liquidation and scheme of arrangement proceedings of the Company and its subsidiaries, Drill Rigs Holdings Inc. ("DRH"), Drillships Financing Holding Inc. ("DFH"), and Drillships Ocean Ventures Inc., pending in the Grand Court of the Cayman Islands as foreign main proceedings, and of the Joint Provisional Liquidators (the "JPLs") as the foreign representatives of the Scheme Companies in the United States. Creditors' meetings were held for the Scheme Companies in the Cayman Islands on Aug. 11, 2017 and the scheme of arrangement proposed by each Scheme Company obtained an overwhelming level of support from affected creditors. The DFH, DOV and DRH Schemes each obtained the approval of 100% of the creditors voting on those Schemes and the UDW Scheme obtained the approval of 98.51% of the creditors voting on that Scheme. Only five funds managed by Highland Capital Management LP opposed the UDW Scheme. Hearings will be held on Sept. 4 to 6, 2017 at which the Cayman Court will consider whether to approve the Schemes (the "Sanction Hearing"). If the Schemes are approved by the Cayman Court, the U.S. Bankruptcy Court will conduct a hearing on 20 September 2017 to consider the entry of an order giving full force and effect to the Schemes in the United States (the "Enforcement Order"). The Schemes affect only financial indebtedness. Operations will continue unaffected. Trade creditors and vendors will continue to be paid in the ordinary course of business and will not be affected by any of the Schemes. If the Schemes are sanctioned, the Scheme Companies will be substantially deleveraged through an exchange of approximately $3.7 billion principal amount of debt for (i) new equity of the Company, (ii) approximately $288 million of cash, and (iii) $450 million of new secured debt. George Economou, Chairman and CEO, commented, "We are delighted that the U.S. Bankruptcy Court has seen fit to grant recognition of our restructuring efforts in the Cayman Islands. We are looking forward to the Sanction Hearings in early September." Simon Appell, on behalf of the JPLs of the Scheme Companies commented, "Recognition by the U.S. Bankruptcy Court of the provisional liquidation and scheme of arrangement proceedings was an important milestone. The JPLs are pleased that the restructuring is progressing on schedule." A copy of the Explanatory Statement, which contains the Schemes, and other relevant documentation, as well as copies of all pleadings and information regarding the Enforcement Hearing, including deadlines for parties to object to the relief requested at the Enforcement Hearing, have been made available through the website of Prime Clerk LLC, the Scheme Companies' Information Agent at https://cases.primeclerk.com/oceanrig About Ocean Rig Ocean Rig UDW Inc. (NASDAQ: ORIG) -- http://www.ocean-rig.com/-- is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry. On March 24, 2017, the Debtors filed winding up petitions with the Cayman Court and issued summonses for the appointment of joint provisional liquidators for the purpose of the Restructuring. By orders of the Cayman Court dated March 27, 2017, Simon Appell and Eleanor Fisher were appointed as the JPLs and duly authorized foreign representatives, and the Cayman Provisional Liquidation Proceedings were commenced. Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their capacities, as the joint provisional liquidators and authorized foreign representatives, filed for Chapter 15 protection for Ocean Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) to seek recognition of the Cayman proceedings. The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New York. OMEROS CORP: Continues to Pursue 'Art Doyle' Defamation Case ------------------------------------------------------------ Omeros Corporation stated that it continues to pursue legal action to hold responsible those behind a series of defamatory reports about the company posted online under the pseudonym "Art Doyle," an entity or group that self-identifies as having a short position in Omeros' stock. Because of its ongoing legal action, including a number of steps aimed at unmasking the identity of the individuals responsible, Omeros elected not to respond to queries from a writer for statnews.com who evidently had early access to and commented through Twitter on the initial "Art Doyle" false report before it was broadly made public. While, for the reason stated above, Omeros will not engage in a running dialogue with this writer, the company will respond this one time to correct some of the inaccuracies in the statnews.com story. Correct information is and has been publicly available to any individual wishing to obtain accurate background material. * The Superior Court of Washington for King County determined there was a likelihood that Omeros would prevail on its defamation claim against the "Art Doyle" entity(ies) and granted a motion for preliminary injunction requiring removal of the defamatory reports and prohibiting posting of further defamatory statements. * As of June 30, 2017, 54 patients had been enrolled in OMS721 Phase 2 clinical trials. Since then, the enrollment number has continued to increase. Presentations of OMS721 clinical data at international scientific meetings span February 2017 through June 2017. These presentations are directed to respective groups of patients and are not intended to reflect total patient counts. In addition, like most biopharmaceutical companies, Omeros does not routinely release all clinical data as they are generated. * As noted in the company's press release dated Aug. 4, 2017, more than 150 subjects had been dosed with OMS721, and that number continues to increase. * On March 16, 2017, Omeros publicly announced that enrollment had opened for its Phase 3 clinical trial evaluating OMS721 in patients with atypical hemolytic uremic syndrome, or aHUS. In connection with this study and consistent with regulations governing clinicaltrials.gov postings, a clinicaltrials.gov filing was made by the company on April 17, 2017. This date, as recorded by the website administrators at the National Institutes of Health, is found on the clinicaltrials.gov summary for this Phase 3 trial. * The estimated completion date of the aHUS Phase 3 clinical trial for approximately 80 patients is listed as 2020 on clinicaltrials.gov. The posting on clinicaltrials.gov also clearly states that an interim analysis will be conducted following treatment of approximately 40 patients for potential submission for regulatory approval. This is consistent with Omeros' publicly available statements that, based on discussions with both FDA and the European Medicines Agency, the company received guidance from those regulatory bodies that 40 patients may be sufficient for accelerated approval in the U.S. and for full approval in Europe. * As noted in the company's press release in February 2014, subjects in Omeros' Phase 1 trial were dosed subcutaneously at increasing dose levels, with both subcutaneous and intravenous administration resulting in sustained and high degrees of lectin pathway inhibition. Since then, several cohorts of subjects have been administered repeated subcutaneous doses of OMS721, yielding comprehensive pharmacokinetic/pharmacodynamic (PK/PD) data. * Intravenous loading followed by subcutaneous maintenance dosing in the aHUS Phase 3 clinical trial is based on those comprehensive PK/PD data. According to the FDA medical review, Alexion similarly used pharmacokinetic modeling to determine the dosing regimen for eculizumab (Soliris) in the aHUS indication. * Omeros, for competitive reasons and consistent with common practice in the industry, has not released any PK/PD data. * Following submission of a request for breakthrough therapy designation based on Phase 2 clinical data in patients with immunoglobulin A (IgA) nephropathy, Omeros received notification of breakthrough designation for OMS721 in IgA nephropathy in a letter from FDA dated June 8, 2017. As publicly disclosed, the Phase 3 clinical trial in this program is planned to initiate later this year. Omeros said it accurately reports the status and results of its commercial, clinical and development programs and will continue its practice of providing updates when appropriate. About Omeros' MASP Programs Omeros controls the worldwide rights to MASP-2 and all therapeutics targeting MASP-2, a novel pro-inflammatory protein target involved in activation of the complement system, which is an important component of the immune system. The complement system plays a role in the inflammatory response and becomes activated as a result of tissue damage or microbial infection. MASP-2 is the effector enzyme of the lectin pathway, one of the principal complement activation pathways. Importantly, inhibition of MASP-2 does not appear to interfere with the antibody-dependent classical complement activation pathway, which is a critical component of the acquired immune response to infection, and its abnormal function is associated with a wide range of autoimmune disorders. MASP-2 is generated by the liver and is then released into circulation. Adult humans who are genetically deficient in one of the proteins that activate MASP-2 do not appear to be detrimentally affected by the deficiency. OMS721 is Omeros' lead human MASP-2 antibody. Following discussions with both the FDA and the European Medicines Agency, a Phase 3 clinical program for OMS721 in atypical hemolytic uremic syndrome (aHUS) is in progress. A second Phase 3 clinical program for OMS721 has been initiated in immunoglobulin A (IgA) nephropathy. Also, two Phase 2 trials are ongoing. One is continuing to enroll OMS721 in IgA nephropathy following an earlier Phase 2 trial that generated positive data in patients with IgA nephropathy and with lupus nephritis; the other is enrolling and has reported positive data both in patients with hematopoietic stem cell transplant-associated thrombotic microangiopathy (TMA). A third Phase 3 program could begin later this year in stem cell transplant-associated TMA. OMS721 can be administered both intravenously and subcutaneously, and Omeros expects to commercialize each formulation of OMS721 for different therapeutic indications. In parallel, Omeros is developing small-molecule inhibitors of MASP-2. Based on requests from treating physicians, Omeros has established a compassionate-use program for OMS721, which is active in both the U.S. and Europe. The FDA has granted OMS721 breakthrough therapy designation for IgA nephropathy, orphan drug status for the prevention (inhibition) of complement-mediated TMAs and for the treatment of IgA nephropathy, and fast track designation for the treatment of patients with aHUS. Omeros also has identified MASP-3 as responsible for the conversion of pro-factor D to factor D and as a critical activator of the human complement system's alternative pathway. The alternative pathway is linked to a wide range of immune-related disorders. In addition to its lectin pathway inhibitors, the company is advancing its development of antibodies and small-molecule inhibitors against MASP-3 to block activation of the alternative pathway. Omeros is preparing to initiate manufacturing scale-up of its MASP-3 antibodies in advance of clinical trials. About Omeros Corp Omeros Corporation -- http://www.omeros.com/-- is a biopharmaceutical company committed to discovering, developing and commercializing both small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, coagulopathies and disorders of the central nervous system. Omeros reported a net loss of $66.74 million for the year ended Dec. 31, 2016, compared to a net loss of $75.09 million for the year ended Dec. 31, 2015. As of June 30, 2017, Omeros had $60.35 million in total assets, $115.20 million in total liabilities and a total shareholders' deficit of $54.85 million. Ernst & Young LLP, in Seattle, Washington, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. OMINTO INC: Form 10-Q Delay Triggers Nasdaq Noncompliance --------------------------------------------------------- Ominto, Inc. announced that on Aug. 22, 2017, it received a letter from the Nasdaq Stock Market, indicating that the Company is not in compliance with Nasdaq's continued listing requirements under the timely filing criteria outlined in Listing Rule 5250(c)(1). Such non-compliance is a result of the Company having not timely filed with the U.S. Securities and Exchange Commission, its quarterly report on Form 10-Q for the quarter ended June 30, 2017. The letter states that the Company must submit a plan no later than Oct. 23, 2017, setting forth the actions it will take to regain compliance with the Listing Rules for continued listing. If Nasdaq accepts such plan, the Company may be granted an exception of up to 180 calendar days from the date the Form 10-Q was due, or until Feb. 12, 2018, to regain compliance. The Company intends to submit a plan to Nasdaq as soon as practicable, but in no event later than Oct. 23, 2017. The letter from Nasdaq has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market. About Ominto, Inc. Ominto, Inc. -- http://inc.ominto.com/-- is a global e-commerce leader and pioneer of online Cash Back shopping, delivering value-based shopping and travel deals through its primary shopping platform and affiliated Partner Program websites. At DubLi.com or at Partner sites powered by Ominto.com, consumers shop at their favorite stores, save with the best coupons and deals, and earn Cash Back with each purchase. The Ominto.com platform features thousands of brand name stores and industry-leading travel companies from around the world, providing Cash Back savings to consumers in more than 120 countries. Ominto's Partner Programs offer a white label version of the Ominto.com shopping and travel platform to businesses and non-profits, providing them with a professional, reliable web presence that builds brand loyalty with their members, customers or constituents while earning commission for the organization and Cash Back for shoppers on each transaction. Ominto reported a net loss of $10.30 million for the year ended Sept. 30, 2016, compared to a net loss of $11.69 million for the year ended Sept. 30, 2015. As of March 31, 2017, Ominto had $68.62 million in total assets, $48.03 million in total liabilities and $20.58 million in total stockholders' equity. OPTIMUMBANK HOLDINGS: Bank Chief Operating Officer Resigns ---------------------------------------------------------- Ari Bodner resigned as chief operating officer of OptimumBank, the wholly-owned subsidiary bank of OptimumBank Holdings, Inc. Mr. Bodner's decision to resign was not the result of any disagreement with the Bank or Company, according to a Form 8-K report filed with the Securities and Exchange Commission. About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. Effective April 16, 2010, the Bank consented to the issuance of a consent order by the Federal Deposit Insurance Corporation and the Florida Office of Financial Regulation. OptimumBank reported a net loss of $396,000 for the year ended Dec. 31, 2016, following a net loss of $163,000 for the year ended Dec. 31, 2015. As of June 30, 2017, OptimumBank Holdings had $112.75 million in total assets, $110.08 million in total liabilities and $2.67 million in total stockholders' equity. Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company is in technical default with respect to its Junior Subordinated Debenture. The holders of the Debt Securities could demand immediate payment of the outstanding debt of $5,155,000 and accrued and unpaid interest, which raises substantial doubt about the Company's ability to continue as a going concern. PANDA TEMPLE: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------- S&P Global Ratings said it withdrew its 'D' ratings on all Panda Temple Power LLC's senior debt. S&P said, "We lowered our ratings to 'D' in April 2017 because the project missed a debt service payment due on March 31 and the forbearance agreement had expired. The project has experienced cash flow issues as a result of the continued weak market conditions and unfavorable wholesale power prices in Electric Reliability Council of Texas. At this point, we don't know when the project will emerge from bankruptcy, but it's possible that the emergence could happen by the end of 2017 or early 2018." PENICK PRODUCE: Committee Seeks Ch. 11 Trustee Appointment ---------------------------------------------------------- The Official Unsecured Creditors' Committee appointed in the Chapter 11 Case of Penick Produce Company, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to convert the Debtor's case to a case under Chapter 7 of the Bankruptcy Code, or, in the alternative, to appoint Chapter 11 Trustee. The Debtor is currently operating its business operations as a Debtor-in-Possession. The Debtor has obtained Orders from the Court authorizing use of cash collateral. According to the Debtor's budget attached to the cash collateral orders, the Debtor will deplete at least $600,000 in cash during the month of August. The Debtor's use of cash collateral will expire on September 7, 2017, and there is also a hearing scheduled on September 7 for the Court to consider extending use of cash collateral. It is the Committee's understanding that the Debtor will be considering a sale of assets and/or a DIP loan. In the event the Debtor is not successful in its efforts to reorganize, the Committee believes that liquidation of the estate's assets appears to be sufficient to pay creditors, including unsecured creditors. However, the Committee contends that a DIP loan may not be in the best interest of the estate. The Committee relates that the Equityholders of the Debtor are managing the Debtor's operations. The Committee claims that the Equityholders are attempting to maintain operations and seek a recovery to protect their interest while depleting assets, thereby placing the unsecured creditors at risk. Accordingly, the Committee asserts that due to the Debtor's substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation, it would be in the best interest of the estate and the unsecured creditors for the case to be converted to Chapter 7. The Committee avers that in the event it is determined that the Debtor may not be converted to Chapter 7 because it is considered to be a farmer, then a trustee should be appointed. The Official Unsecured Creditors' Committee is represented by: Derek A. Henderson, Esq. 1765-A Lelia Drive, Suite 103 Jackson, MS 39216 Phone: (601) 948-3167 Email: derek@derekhendersonlaw.com About Penick Produce Company Founded in 1991, Penick Produce Co., Inc., is a small organization in the fresh fruits and vegetable companies industry located in Vardaman, Mississippi. Penick Produce, Co., and affiliates Penick Business LP and Penick LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Lead Case No. 17-11522) on April 26, 2017. The petitions were signed by Robert A. Langston, president. On May 1, 2017, the bankruptcy cases of Penick Business, L.P. (Case No. 17-11523) and Penick, L.P. (Case No. 17-11524) were administratively consolidated into the bankruptcy case of Penick Produce Company, Inc. (Case No. 17-11522) by Court Order (Docket No. 34). At the time of the filing, Penick Produce estimated assets at $10 million to $50 million and debt at $1 million to $10 million. Judge Jason D. Woodard presides over the cases. The Debtors are represented by Douglas C. Noble, Esq., at McCraney, Montagnet, Quin & Noble, PLLC. The Debtors tapped Legacy Capital, Inc. as investment banker. An official committee of unsecured creditors was appointed by the U.S. Trustee on May 16, 2017, and modified on May 18, 2017. The committee retained the Law Office of Derek A. Henderson, as counsel. PERFUMANIA HOLDINGS: Files for Chapter 11 with Pre-Packaged Plan ---------------------------------------------------------------- Fragrances and beauty products retailer Perfumania Holdings, Inc., sought Chapter 11 protection with a pre-packaged Chapter 11 plan that contemplates a reorganization that would reduce its retail store count to better align with current consumer shopping patterns, increase investments in its e-commerce business, and become a privately-held company. Notwithstanding the Chapter 11 filing, Perfumania will continue to operate in the normal course of business during this time and beyond. The Debtors have sought approval from the U.S. Bankruptcy Court for the District of Delaware to pay certain prepetition claims in the ordinary course of business, and their proposed Pre-Packaged Chapter 11 Plan of Reorganization provides that creditors are to be paid in full. The Company's Parlux and Five Star Fragrance subsidiaries are not included in the Chapter 11 filings. "Our employees can be assured that during this time and beyond they will continue to receive their salaries and benefits. Our retail customers can continue to purchase the brands they love at our stores and online, and our wholesale and retail customers will not see any interruption in the flow of merchandise. There will be no changes to our license agreements and we will continue to uphold our obligations, and our valued vendors and suppliers will be paid in full," said Michael Katz, Perfumania President and Chief Executive Officer. "This process will allow us to more quickly adapt to the shift in consumer shopping habits by focusing more of our resources on implementing our e-commerce strategy, making Perfumania a stronger and more competitive company," added Katz. Aside from the Pre-Packaged Plan and Disclosure Statement, the Debtors on the Petition Date filed a variety of first day pleadings, seeking: -- joint administration of the Debtors' Chapter 11 Cases for procedural purposes only; -- a permanent waiver of the requirement to file schedules and statements; -- the retention of Epiq Bankruptcy Solutions, LLC ("Epiq") as claims and noticing agent; -- payment of employee and payroll obligations and certain taxes; -- approval to maintain customer programs and payment of customer obligations; -- continuation of their ordinary course cash management system; -- an order prohibiting utilities from discontinuing service; and -- payment of up to $18.5 million of prepetition claims in the ordinary course of business. Events Leading to Chapter 11 Cases Michael W. Katz, president and CEO, says a number of factors contributed to the Debtors' need to commence the chapter 11 cases. In recent years, many retailers have filed for chapter 11 protection, including 14 retailers filing for chapter 11 through April 2017 alone. Perfumania faces many of the same macro-economic challenges plaguing the retail industry as a whole, including increasing consumer emphasis on internet-based retail, declining mall traffic, decreasing sales, changing trends, and expensive leases. These factors strained the Debtors' businesses, ultimately necessitating these Chapter 11 Cases to effectuate a successful reorganization. Since 2015 the Company has implemented a number of strategic initiatives, including expanding its management team, reviewing and updating its sales strategy and aggressively managing its portfolio of stores. Because consumer shopping patterns are rapidly shifting out of traditional retail to e-commerce, the Company focused on managing and reducing Perfumania's physical retail store portfolio, limiting the number of new Perfumania store openings, maximizing sales and store productivity and controlling expenses at existing stores by, among other things, aggressively seeking to renegotiate the terms of unprofitable store leases. Perfumania also accelerated the closure of under-performing stores and stores where the Company anticipated declining mall traffic. In fiscal years 2015 and 2016, Perfumania opened nine and four stores, respectively, excluding seasonal locations, and closed 16 stores and 30 stores, respectively, excluding seasonal locations. During the fiscal 2017 (through July 31, 2017) Perfumania closed an additional 59 stores. Finally, to offset the challenges at the Company's brick and mortar locations, the Company began actively implementing initiatives to gain added leverage from its e-commerce platform and to improve utilization of social networking, mobile, and digital applications to engage customers. Despite these efforts, the Company's operating results continued to struggle in light of the challenging consumer environment and the Company lost $11.7 million in fiscal 2015, $23.6 million in fiscal 2016, and the losses continued into 2017. In December 2016, the Board of Directors of Perfumania formed a committee of independent directors, the purpose of which was to direct and oversee the investigation, formulation and evaluation of proposals to improve the financial condition of the Company with a view to maximizing the value of the Company. Because the Nussdorf Family controlled a majority of the Company's voting stock and was also the Company's largest creditor, the Board of Directors believed it desirable that this process be directed by outside directors independent of the Nussdorf Family and the Debtors' management. The Independent Committee retained the law firm of Carlton Fields as its independent counsel and Imperial Capital LLC as investment banker. The Independent Committee directed Imperial to conduct a comprehensive review of the Company's operations and finances in order to obtain an independent valuation range of the Company's business with a view to maximizing the value available for each of the Company's constituencies. After concluding its analysis, Imperial reported to the Independent Committee that the Company's equity had no value either inside or outside of a chapter 11 case on a going concern basis. Nor, based on Imperial's expertise and familiarity with the market did it believe that any third party prospective buyer of all or part of the Company's business would be prepared to purchase the Company at a price that would produce value to stockholders even assuming that the Nussdorf Family could be induced to participate in such a sale. The Independent Committee's effort culminated in a letter to Stephen L. Nussdorf on May 22, 2017 which proposed that the Nussdorf Family potentially with co-investors of its choosing invest an amount sufficient to pay all other shareholders $2.00 in cash per share. As a result, the Nussdorf Family and its co-investors would own 100% of the restructured Company which would continue as a private Company not subject to ongoing SEC reporting and compliance costs. The Proposal did not specify the form of transaction or transactions to implement the distribution of value to unaffiliated shareholders and restructuring the Company's debt, but mentioned that the Independent Committee had explored, with the Company's counsel, Skadden, Arps, Slate, Meagher & Flom LLP; and Imperial, several forms of transaction that could be used and had authorized Skadden to discuss those alternatives. Among other things, the Committee was aware that by virtue of its nearly 50% ownership of Perfumania Holdings, the Nussdorf Family, together with another small investor would be in a unique position to be able to preserve and utilize fully the Company's net operating losses ("NOLs") of nearly $42 million. In light of Imperial's conclusion that the Company's common shares had no value on a going concern basis, $2.00 per share as Releasing Stockholder Consideration represented a significant premium above the market value of the Company's shares in May 2017, prior to the Independent Committee 's making its Proposal. At that time, Imperial and Skadden advised that, under such circumstances, any consideration made available to shareholders was in the nature of a "gift." Nonetheless, the Independent Committee believed the $2.00 cash per share represented by the Releasing Shareholder Consideration was a fair and appropriate payment to public shareholders and conditioned its recommendation to the Board of any transaction with the Nussdorf Family on that amount being made available to shareholders. Following receipt of the Proposal, the Nussdorf Family carefully evaluated whether it was willing to make the NewHoldCo Equity Infusion. Among other things, the Nussdorf Family reevaluated the store closing program at the Retail Business, considered whether to seek to impair lessors and other trade creditors, and explored with Rene Garcia whether he would be willing to join in the NewHoldCo Equity Infusion which would be necessary to preserve the full value of the NOLs. On August 26, 2017, the Nussdorf Family and Garcia agreed to go forward with the NewHoldCo Equity Infusion conditioned upon confirmation of the Plan and the extension of credit under the Exit Facility. After considering the Plan, the work of the Independent Committee, the Committee's recommendation that the Board approve the Plan, the advice of the Company's professional legal and financial advisors including an updated view on valuation from Imperial, the fact that all creditors would be paid in full -- subject, in the case of lessors to their receiving the rejection damages provided by the Bankruptcy Code -- and the fact that shareholders who wished to opt-in to the Stockholder Release would receive the $2.00 per share Releasing Stockholder Consideration, on August 26, 2017 the Company's Board of Directors approved the Plan, which it believed to be in the best interests of the Company and all its stakeholders, and the filing of these chapter 11 petitions to implement the Plan. The Pre-Packaged Plan Unlike many retailers who have filed for bankruptcy, Perfumania sees a viable path forward and remains confident in its prospects to successfully implement and leverage the various strategic initiatives they are undertaking to better stabilize and strengthen the business moving forward. These Chapter 11 Cases will allow the Company to, among other things, close underperforming stores and renegotiate unfavorable lease terms to establish a foundation for sustainable long-term growth. Closing under-performing locations will improve the overall returns from the Company's retail footprint going forward and allow the Company to better allocate its operating, marketing, merchandising and financial resources to the best locations, as well as free up additional resources to expand the Company's e-commerce business. Key components of the Plan include: -- The Company expects to pay vendors and suppliers in full in the ordinary course of business. -- A reduction of the Company's retail store portfolio. -- It is anticipated that current equity of Perfumania will be cancelled, however, current shareholders will be given the opportunity to receive consideration of $2.00 per share in exchange for completing a shareholder release form. -- An equity infusion that will be used to make (1) distributions under the Plan; (2) to fund the consideration being paid to shareholders who submit a shareholder release form; and (3) to fund ongoing operations. -- Upon emergence, Perfumania will be a privately-held company. The Company has ample liquidity to fund operations and has received a commitment for up to approximately $84 million in debtor-in-possession financing from its existing lender, Wells Fargo, which is expected to be replaced by a $100 million exit facility upon emergence. The exit facility, in combination with the anticipated equity infusion, will provide Perfumania with additional liquidity support. Looking forward, Perfumania will further emphasize and invest in its e-commerce business so as to improve customers' online shopping experience. Moreover, the Company will continue to look for ways to leverage digital technologies and believes that a greater focus on omni-channel initiatives will enhance and create a more seamless shopping experience for consumers. "The Company has been working diligently to amend its business model, reduce its cost structure, improve supply chain efficiency, optimize marketing, reduce expenses and improve operating results long-term," added Katz. "[The bankruptcy filings] allow the Company to expedite all of these initiatives to create a stronger company with the financial resources to invest in areas that will foster our long-term growth. The support of our lenders and the new DIP and exit financing commitments underscore their confidence in the future of the Company." Perfumania has been reducing its retail store portfolio by accelerating the closure of under-performing stores and those stores in locations affected by declining mall traffic, as part of its strategy to maximize sales and improve store productivity and profitability. To that end, the Company has identified stores that are core to the Company's ongoing operations and will remain with the Company post-emergence, stores that have begun clearance sales, and those that are part of the Company's lease-negotiation process. A copy of the affidavit in support of the first day pleadings is available at: http://bankrupt.com/misc/Perfumania_4_1st_Day_Affidavit.pdf About Perfumania Holdings Perfumania Holdings, Inc. (PERF) -- http://www.perfumaniaholdings.com/-- is a specialty retailer and distributor of fragrances and related beauty products across the United States. Perfumania has a 30-year history of innovative marketing and sales management, brand development, license sourcing and wholesale distribution making it the premier destination for fragrances and other beauty supplies. As of Aug. 26, 2017, Perfumania, Inc. operated a chain of 226 retail stores, specializing in the sale of fragrances and related products at discounted prices up to 75% below the manufacturers' suggested retail prices Perfumania reported a net loss of $23.63 million for the fiscal year ended Jan. 28, 2017, and a net loss of $11.67 million for the fiscal year ended Jan. 30, 2016. As of April 29, 2017, Perfumania had $304.73 million in total assets, $253.93 million in total liabilities and $50.80 million in total shareholders' equity. On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated debtors, including Perfumania Holdings, Inc., each filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors are seeking to have their cases jointly administered for procedural purposes under the case docket for Model Reorg Acquisition, LLC, (Bankr. D. Del. Case No. 17-11794). Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, Ankura Consulting Group, LLC is serving as financial advisor and Imperial Capital is serving as investment banker to the Company. The Skadden team includes: Corporate Restructuring partners Lisa Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as Corporate Restructuring and Bankruptcy Litigation partner Anthony Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking partner Sarah Ward and associates Emily Stork, Shan Song (Chicago) and Katherine Webb; Tax partner Brian Krause and associate Joseph Soltis; and Corporate partner Richard Grossman (New York). Epiq Bankruptcy Solutions is the claims and noticing agent and maintains the Web site http://dm.epiq11.com/perfumania PERFUMANIA HOLDINGS: Gordon & Hilco to Hold GOB Sales at 65 Stores ------------------------------------------------------------------ Perfumania Holdings, Inc., and its affiliated debtors have tapped a contractual joint venture composed of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC, to act as exclusive agent for the limited purposes of: (a) selling all of the merchandise of Perfumania's 65 retail store locations by means of a "store closing", "sale on everything", "everything must go", or similar sale; and (b) disposing of FF&E in the stores. The Debtors on the Petition Date filed with the Bankruptcy Court a motion seeking an order: (i) approving the Debtors' assumption of the agency agreement, dated as of August 26, 2017, with a contractual joint venture composed of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC; (ii) authorizing the Debtors to conduct store closing sales at the locations subject to the Agency Agreement in accordance with the terms of the sale guidelines, with such sales to be free and clear of all liens, claims, encumbrances, and interests; (iii) authorizing, but not directing, the Debtors to pay customary retention bonuses to the store-level and certain field employees at the Stores; (iv) waiving compliance with contractual store closing sale restrictions and laws restricting store closing sales; and (v) authorizing the Debtors to abandon unsold property consisting of certain furniture, fixtures and equipment -- FF&E -- located at the Closing Locations. The Debtors' management, with the assistance of their advisors, performed a comprehensive review of the performance of each store and the market in which the Debtors operate. In particular, during the prepetition period, the Company started to close stores when underperforming store leases came up for renewal or otherwise when there was an opportunity to exit a lease early. Furthermore, like many retail businesses, the Debtors determined that it was necessary to close certain underperforming or unprofitable retail stores and sell their Merchandise and FF&E. In order to maximize the value of the Store Closure Assets and to efficiently and effectively liquidate such assets, the Debtors determined that it was in their best interest to retain a professional liquidating agent. In addition, as condition to the DIP Lenders agreeing to provide postpetition financing, they required that the Debtors conduct going-out-of-business sales with respect to certain stores and hire a third-party liquidator to manage and assist with such sales. Thus, in June 2017, the Company, in consultation with its advisors, began soliciting offers from potential liquidation firms to conduct store closing sales. To that end, the Company solicited bids from four national liquidation firms: Hilco Merchant Resources, LLC, Great American Group, LLC, Gordon Brothers Retail Partners, LLC, and Tiger Capital Group, LLC. The Company then evaluated the bids received and determined that proceeding with the Store Closing Sales according to the terms of the Agency Agreement was in the best interests of its stakeholders because it was the highest or otherwise best bid. In particular, the terms of the Agency Agreement provide for a guaranteed return (with an additional increased potential shared recovery) to the estates, which minimizes the Debtors' risk while at the same time motivating the Agent to maximize proceeds from the Store Closing Sales. Additionally, it is more cost effective for the Debtors to allow the Agent to conduct the Store Closing Sales than for the Debtors to conduct such sales on their own because, among other reasons, the Agent will reimburse the Debtors for expenses of the Store Closing Sales. These significant cost savings increase the overall recovery for creditors of the Debtor's estates. Accordingly, the Company and the Agent executed the Agency Agreement, and the Agent began preparing for the Store Closing Sales -- even prior to final execution of the Agency Agreement. On August 25, 2017, the Agent officially began the Store Closing Sales at the Closing Locations. The 65 Store Closing Locations identified in the Agency Agreement are: Store Number Name Address Landlord ------ ---- ------- -------- 21 Serramonte Center Daly City, CA Equity One 63 Kittery Premium Outlets Kittery, ME Simon/Premium 65 Lighthouse Place Prem. Michigan City, IN Simon/Premium 105 Pheasant Lane Mall Nashua, NH Simon Property 120 Calhoun Premium Outlets Calhoun, GA Simon/Premium 166 Outlet Collection-Seattle Auburn, WA WP Glimcher 167 Grove City Premium Outlet Grove City, PA Simon/Premium 204 Williamsburg Prem. Outlet Williamsburg, VA Simon/Premium 209 Tanger Outlet Center Rehoboth Beach, DE Tanger Outlet 213 Vero Beach Outlets Vero Beach, FL EB Development 250 The Outlets at Lake George Lake George, NY Sobert Realty 275 Rockvale Outlets Lancaster, PA FSH Associates 300 Fashion Outlet of LV Primm, NV Talisman Cos. 302 Tuscola Outlets Tuscola,IL Avison Young 305 Riverchase Galleria Hoover, AL General Growth 316 Tucson Mall Tucson, AZ General Growth 321 Plaza Carolina Mall Carolina, PR Simon Property 327 Plaza del Sol Bayamon, PR Developers Diversified 331 Las Catalinas Mall Caguas, PR Vornado Realty 346 Las Americas Prem Outlets San Diego, CA Simon/Premium 355 Hagerstown Prem Outlets Hagerstown, MD Simon/Premium 360 The Outlets at Orange Orange, CA Simon/Mills 366 Plaza del Caribe Ponce, PR Empr. Fonalledas 372 Outlets at San Clemente San Clemente, CA Craig Realty 387 Valley River Center Eugene, OR Macerich 391 Tanger Outlet Center Atlantic City, NJ Tanger Outlet 402 Strip Center Trenton C. McAllen, TX Weingarten 429 Arbor Place Mall Douglasville, GA CBL & Assoc. 459 Town Square Las Vegas, NV Forest City 542 Opry Mills Mall Nashville, TN Simon/Mills 549 Tanger Outlet Center Mebane, NC Tanger Outlet 569 The Oaks Mall Thousand Oaks CA Macerich 578 Paradise Valley Mall Phoenix, AZ Macerich 586 Camarillo Promenade Camarillo, CA Simon/Premium 587 Westgate Mall Amarillo, TX Jones Lang 589 Dadeland Mall Miami, FL Simon Property 591 Plaza West Covina West Covina, CA Starwood Capital 595 Cincinnati Prem Outlets Monroe, OH Simon/Premium 596 Victoria Mall Victoria, TX Hull Storey 597 Destiny USA One Syracuse, NY Pyramid Company 611 Anchorage 5th Ave. Mall Anchorage, AK Simon Property 640 Desert Hills Prem Outlet Cabazon, CA Simon/Premium 641 Gilroy Premium Outlets Gilroy, CA Simon/Premium 642 Columbia Gorge Outlets Troutdale, OR Woodmont Co 667 Plaza Carolina Mall Carolina, PR Simon Property 670 Chandler Fashion Center Chandler, AZ Macerich 676 Yacht Haven Grande St. Thomas, USVI Yacht Haven USVI 681 Westfield Palm Desert Palm Desert, CA Westfield Corp 689 Florida Mall III Orlando, FL Simon Property 696 Plaza Isabela Isabela, PR Developers Diversified 749 Plaza Rio Hondo Bayamon, PR Developers Diversified 758 Tanger Outlet Center Charleston, SC Tanger Outlet 763 Fashion Outlets of Niag. Niagara Falls, NY Macerich 764 Twin Cities Prem Outlets Eagan, MN Simon/Premium 765 Westfield SF Centre San Francisco, CA Westfield Corp 766 Outlet Shoppes Bluegrass Simpsonville, KY Horizon Group 767 Downtown Summerlin Las Vegas, NV Howard Hughes 768 Station Park Farmington, UT Centercal 771 Gloucester Prem Outlets Blackwood, NJ Simon/Premium 772 Tanger Outlet Center Sunbury, OH Tanger Outlet 774 Tanger Outlet Center Byron Center, MI Tanger Outlet 776 Albertville Prem Outlets Albertville, MN Simon/Premium 781 Ala Moana Center Honolulu, HI General Growth 787 Tucson Premium Outlets Tucson, AZ Simon/Premium 789 Chula Vista Center Chula Vista, CA Rouse Properties The pertinent terms of the Agency Agreement are: -- Merchandise: "Merchandise" means all (i) new, finished, first-quality saleable goods in the ordinary course of business located at the Stores as of the Sale Commencement Date and included as Merchandise subject to Gross Rings, and (ii) Defective Merchandise. "Merchandise" shall not include: (1) goods which belong to sublessees, licensees, department lessees, or concessionaires of Merchant; (2) goods held by Merchant on memo, on consignment, or as bailee; (3) Excluded Defective Merchandise; (4) Merchant's Consignment Goods; and (5) furniture, furnishings, trade fixtures, machinery, equipment, office supplies, Supplies, conveyor systems, racking, rolling stock, and other personal property or improvements to real property. -- Guaranteed Amount: As a guaranty of the Agent's performance under the Agency Agreement, in addition to payment of the Expenses, Agent will guarantee that the Merchant shall receive 68.3% (the "Guaranty Percentage") of the aggregate Cost Value of the Merchandise (the "Guaranteed Amount"), subject to certain inventory level and cost factor adjustments. The Guaranty Percentage has been fixed based upon the aggregate Cost Value of the Merchandise included in the Sale being not less than $4,500,000 and not more than $4,700,000 (the "Merchandise Threshold") as of the Sale Commencement Date and the Cost Factor Threshold being equal to 29.6%. -- Sale of FF&E: Agent shall sell all FF&E at the Stores owned by Merchant pursuant to a commission structure whereby Agent shall be entitled to receive a commission equal to 17.5% of the gross proceeds (net only of sales taxes) from the sale of any FF&E. -- Sale Term: The Sale commenced on Aug. 25, 2017 (the "Sale Commencement Date") and shall conclude at each Store no later than September 30, 2017 (the "Sale Termination Date," and the period from the Sale Commencement Date to the Sale Termination Date as to each Store being the "Sale Term"). The Agent may, in its discretion, extend the Sale Termination Date to no later than Oct. 31, 2017 at up to 15 Stores upon not less than eight days' prior written notice before the initial Sale Termination Date. -- Agent Compensation: After Proceeds are used to repay Agent for amounts paid on account of the Guaranteed Amount and to pay Expenses, all remaining Proceeds shall be allocated in the following order of priority: First, to Agent in an amount equal to 5.0% of the aggregate Cost Value of the Merchandise ("Agent's Fee"); and thereafter 50.0% to Agent and 50.0% to Merchant ("Sharing Amount"). -- Expenses of Sale: The Agent will be responsible for all Expenses, subject to certain limitations and payment procedures, in accordance with Section 4.1 and 4.2 of the Agency Agreement. -- Merchant Indemnification: The Merchant will indemnify the Agent Indemnified Parties from liabilities (including reasonable attorney's fees) arising from or related to, the following, among other things: gross negligence or willful misconduct of the Merchant, among others; material breach; product liability claims; and claims asserted by store employees. -- Agent Indemnification: The Agent will indemnify Merchant and its officers, directors, employees, agents and representatives from liabilities (including reasonable attorney's fees) arising from or related to, the following, among other things: gross negligence or willful misconduct; material breach; and liability claims made by any party engaged by the Agent as an employee or independent contractor. -- Security Interests: To secure the full payment and performance of all obligations of Merchant to Agent, Merchant grants to Agent first priority, senior security interests in and liens upon: (i) the Merchandise; (ii) all Proceeds (including, without limitation, credit card Proceeds); (iii) the commission regarding the sale or other disposition of Merchant's Consignment Goods; (iv) the commission regarding the sale or other disposition of FF&E; (v) any Sharing Amount, but only up to the amount of Agent's percentage share of such Sharing Amount; and (vi) all "proceeds" (as defined in the Uniform Commercial Code), of each of the foregoing (all of which are collectively referred to as the "Agent Collateral.") The Agent's security interest is junior and subordinated, however, to the DIP Lender's lien in the Agent Collateral until and unless the Initial Guaranteed Amount is paid. -- Merchandise Returns: Agent will accept returns of goods sold by Merchant prior to the Sale Commencement Date ("Returned Merchandise"), provided that such return is in compliance with Merchant's return policy in effect immediately prior to the Sale Commencement Date. -- Gift Cards: During the Sale Term, Agent will accept Merchant's gift certificates, gift cards, return credits, and similar merchandise credits issued by Merchant (collectively, the "Gift Certificates"); and Merchant shall reimburse Agent in cash for such amounts during the Weekly Sale Reconciliation. Agent will not sell any Gift Certificates. The Liquidators can be reached at: HILCO MERCHANT RESOURCES, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Attention: Ian S. Fredericks Tel: (847) 418-2075 Fax: (847) 897-0859 E-mail: ifredericks@hilcotrading.com - and - GORDON BROTHERS RETAIL PARTNERS, LLC Prudential Tower 800 Boylston Street Boston, MA 02119 Attn: Mackenzie Shea Tel: 617.422.6519 E-mail: mshea@gordonbrothers.com About Perfumania Holdings Perfumania Holdings, Inc. (PERF) -- http://www.perfumaniaholdings.com/-- is a specialty retailer and distributor of fragrances and related beauty products across the United States. Perfumania has a 30-year history of innovative marketing and sales management, brand development, license sourcing and wholesale distribution making it the premier destination for fragrances and other beauty supplies. As of Aug. 26, 2017, Perfumania, Inc. operated a chain of 226 retail stores, specializing in the sale of fragrances and related products at discounted prices up to 75% below the manufacturers' suggested retail prices Perfumania reported a net loss of $23.63 million for the fiscal year ended Jan. 28, 2017, and a net loss of $11.67 million for the fiscal year ended Jan. 30, 2016. As of April 29, 2017, Perfumania had $304.73 million in total assets, $253.93 million in total liabilities and $50.80 million in total shareholders' equity. On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated debtors, including Perfumania Holdings, Inc., each filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors are seeking to have their cases jointly administered for procedural purposes, meaning that upon entry of such an order all pleadings will be maintained on the case docket for Model Reorg Acquisition, LLC, (Bankr. D. Del. Case No. 17-11794). Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, Ankura Consulting Group, LLC is serving as financial advisor and Imperial Capital is serving as investment banker to the Company. The Skadden team includes: Corporate Restructuring partners Lisa Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as Corporate Restructuring and Bankruptcy Litigation partner Anthony Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking partner Sarah Ward and associates Emily Stork, Shan Song (Chicago) and Katherine Webb; Tax partner Brian Krause and associate Joseph Soltis; and Corporate partner Richard Grossman (New York). Epiq Bankruptcy Solutions is the claims and noticing agent and maintains the Web site http://dm.epiq11.com/perfumania PERFUMANIA HOLDINGS: Pre-Packaged Plan Has All Claims Unimpaired ---------------------------------------------------------------- Perfumania Holdings, Inc., and its affiliates on Aug. 26, 2017, commenced Chapter 11 cases and immediately filed a Pre-Packaged Chapter 11 Plan of Reorganization that will leave all allowed claims unimpaired, let the Nussdorf Family retain control of the business, and give stockholders $2 per share in exchange for releases. The Debtors' "pre-packaged" Plan provides for a comprehensive reorganization of the Debtors that will (i) leave all allowed claims unimpaired, (ii) close underperforming stores and reject unfavorable lease terms to establish a foundation for sustainable long-term growth and to improve the overall returns from the Company's retail footprint going forward, (iii) provide meaningful consideration to Perfumania Holdings' stockholders who opt-in to a "stockholder release", (iv) issue 100% of Reorganized Perfumania to NewHoldCo in exchange for a $14,263,460 equity infusion and a release of all claims the Company might have against the Nussdorf Family, Rene Garcia and persons to whom the Company might have indemnification obligations, and (v) obtain debtor-in-possession financing that will convert to an exit credit facility upon emergence from chapter 11. The Plan proposes recoveries to general unsecured creditors that, according to president and CEO Michael W. Katz, are remarkable in the context of the recent retail downturn. All of the Debtors' general unsecured creditors, such as trade vendors, employees, and landlords are unimpaired under the plan. The Debtors will also reinstate the QKD Note, the Nussdorf Trust Notes, and the 2004 Note and assume all other executory agreements not specifically rejected. As set forth in the valuation prepared by Imperial Capital LLC and the liquidation analysis prepared by Ankura Consulting Group LLC, under the Plan Perfumania's stockholders are not entitled to receive or retain any property on account of their interests in Perfumania because there is no equity value in Perfumania to distribute to stockholders. The Company's liabilities exceed both the Company's going concern value and any value that may be obtained by liquidating the Company's assets. Moreover, in light of the current distressed retail environment, the Company and its advisors do not believe that an alternative to the proposed restructuring exists that would yield a distribution for the Company's stockholders. However, the Plan does provide Perfumania Holdings' stockholders with the opportunity to receive consideration in the amount of $2.00 per share (the "Releasing Stockholder Consideration") in exchange for providing a Stockholder Release. Shortly after the hearing scheduled by the Court to consider the First Day Pleadings, the Debtors will distribute to eligible stockholders the Plan, the Disclosure Statement and the necessary forms required to opt-in to the Stockholder Release to receive the Releasing Stockholder Consideration. Stockholders who opt-in to the release on or before Oct. 6, 2017 at 5:00 PM Prevailing Eastern Time (the "Release Opt-In Deadline"), will receive the Releasing Stockholder Consideration on the effective date of the Plan, or as soon as reasonably practicable thereafter. The Debtors will also provide stockholders with an additional opportunity to opt-in to the Stockholder Release and receive the Releasing Stockholder Consideration after the effective date of the Plan. Stockholders will receive notice of such opportunity and instructions for participation after the effective date has occurred. Copies of the Plan and Disclosure Statement are available at: http://bankrupt.com/misc/Perfumania_20_DS.pdf http://bankrupt.com/misc/Perfurmania_19_Plan.pdf No Solicitation of Votes The Debtors will not solicit votes on the acceptance or rejection of the Plan because all holders of claims against or interests in the Debtors have either (i) an unclassified Claim, (ii) a Claim or Interest that is Unimpaired, and are therefore deemed to have accepted the Plan, or (iii) an Interest that does not entitle such holder to receive or retain any property under the Plan, and are therefore deemed to have rejected the Plan. Accordingly, the Debtors have requested the Court to set a combined hearing to approve the adequacy of the information contained in the Disclosure Statement and confirm the Plan (the "Combined Hearing"). In addition, because the Debtors are not soliciting votes on the Plan, the Debtors are requesting that the Court set only two hearings in these Chapter 11 Cases: (i) the initial hearing to consider the relief requested in the First Day Pleadings, as described more fully herein and (iii) the Combined Hearing at which the Court will also consider all requests for final relief in connection with the First Day pleadings and consider approval of the Disclosure Statement and Plan confirmation. Prepetition Capital Structure As of the Petition Date, there were 15,493,763 shares of common stock in Perfumania Holdings outstanding. Prior to the Petition Date, Stephen L. Nussdorf, Glenn H. Nussdorf, Arlene Nussdorf, Lillian Ruth Nussdorf and an Affiliate of Rene Garcia established a Delaware limited liability company, MJA Beauty, LLC ("NewHoldCo"). The Nussdorf Family and Garcia contributed an aggregate of 8,352,032 shares of the Company's common stock to NewHoldCo totaling approximately 54% of the Company's outstanding common stock. As of the Petition Date, Perfumania had long term debt of $199 million consisting of $175 million senior credit facility of which approximate $18.78 million was drawn and outstanding and $125.4 million in principal in subordinated promissory notes, plus approximately $54.8 million in accrued but unpaid interest: * Senior Credit Facility On Jan. 7, 2011, the Company entered into a revolving senior credit facility (the "Senior Credit Facility") pursuant to a certain Credit Agreement (as amended, amended and restated, modified, supplemented, or restated and in effect from time to time the "Credit Agreement") among Perfumania Holdings and certain of its subsidiaries as Borrowers and certain affiliates as Guarantors; a syndicate of banks (the "Senior Credit Facility Lenders"); Wells Fargo Bank, National Association, as administrative agent, collateral agent and swing line lender ("Wells Fargo"), Regions Bank and RBS Business Capital, a division of RBS Asset Finance, Inc., as co-documentation agents ("RBS"), and Wells Fargo Capital Finance, LLC, as lead arranger and bookrunner. As of the Petition Date, the Company had approximately $18.78 million outstanding under the Senior Credit Facility and approximately $88.45 million of net availability to borrow under the Senior Credit Facility. All obligations related to the Senior Credit Facility are secured by first priority perfected security interests in all personal and real property owned by the Company, including without limitation 100% (or, in the case of excluded foreign subsidiaries, 66%) of the outstanding equity interests in the subsidiaries. * QKD Note In connection with the 2008 Merger, Model Reorg, issued an unsecured subordinated promissory note, dated as of August 11, 2008 in the principal amount of $35 million to Quality King (the "QKD Note"). The QKD Note provides for payment of principal in quarterly installments between July 31, 2019 and October 31, 2022, with a final installment on Oct. 31, 2022 of the remaining balance, and payment of interest in quarterly installments commencing on January 31, 2011 at the then current senior debt rate, as defined in the Senior Credit Facility, plus 1% per annum; * Nussdorf Trust Notes Promissory notes issued by Model Reorg in the aggregate principal amount of approximately $85.4 million held by six estate trusts established by Glenn, Stephen, and Arlene Nussdorf (the "Nussdorf Trust Notes"). The Nussdorf Trust Notes were originally issued at the closing of the 2008 Merger in the principal amount of $55.4 million, but were replaced by amended and restated notes reflecting an additional $30 million loaned by the trusts on April 18, 2012, in order to help finance the Parlux Acquisition. The Nussdorf Trust Notes provide for payment of the principal in full on July 31, 2019 and payments of interest in quarterly installments commencing on July 31, 2012 at the then current senior debt rate plus 2% per annum; and * 2004 Note On Dec. 9, 2004, Perfumania, Inc. issued a subordinated convertible note to Glenn and Stephen Nussdorf in exchange for a $5 million subordinated demand loan made in March 2004 (the "2004 Note"). Funding of Chapter 11 Cases, Plan, and Exit The Debtors' proposed Plan draws on three main sources of funding: (i) the NewHoldCo Equity Infusion, (ii) the DIP Facility, and (iii) the Exit Revolver Facility. -- The NewHoldCo Equity Infusion The proposed restructuring is made possible in part by NewHoldCo's agreement to contribute new value to Perfumania Holdings. Pursuant to an agreement by and between NewHoldCo, each individual member of NewHoldCo, and Perfumania Holdings, dated Aug. 26, 2017 (the "NewHoldCo Investment Agreement"), NewHoldCo has agreed to invest $14,263,460 million in cash in Perfumania Holdings in exchange for 100% of the equity in Reorganized Perfumania (the "NewHoldCo Equity Infusion"). The NewHoldCo Equity Infusion will be used (i) to fund the Releasing Stockholder Consideration; and (ii) to the extent that stockholders choose not to accept the Releasing Stockholder Consideration, to fund ongoing operations. In addition, the NewHoldCO Investment Agreement provides that NewHoldCo will execute the Stockholder Release for no additional consideration. -- The Proposed DIP Financing. The Debtors negotiated and entered into a Ratification and Amendment Agreement (the "DIP Amendment" and the Credit Agreement, as amended and ratified by the DIP Amendment, the "DIP Credit Agreement") with Perfumania Holdings, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent") for the Lenders under the Credit Agreement. The DIP Credit Agreement provides for, among other things, (i) a senior secured debtor-in-possession asset-based revolving facility in an aggregate principal amount of $83,750,000 (the "DIP Facility") to refinance the Senior Credit Facility and (ii) certain other amendments to the Credit Agreement. The DIP Facility matures on Dec. 31, 2017 or, if prior thereto, the earliest of, among other things, the effective date of a plan of reorganization, consummation of a sale of all or substantially all the assets of the Borrowers and Guarantors, conversion of a Chapter 11 Case of any Debtor to a Chapter 7 case or forty five days after entry of the Interim Financing Order if the Permanent Financing Order has not been entered. The DIP Credit Agreement requires the Debtors to effect going-out-of-business sales ("GOB Sales") with respect to certain stores and requires that the Debtors hire a third party liquidator to manage and assist with such GOB Sales. The DIP Credit Agreement also requires that the Debtors achieve specified milestones with respect to such GOB Sales and the Chapter 11 Cases, including (among others): on the Petition Date filing a motion to conduct going out of business sales and retention of a third-party liquidator and conducting the GOB Sales with respect to specified stores; within five days thereof, filing this Disclosure Statement and Plan; within 30 days thereof, conducting GOB Sales for specified stores; within 60 days hereof thereof, obtaining approval of the same; within 90 days thereof, occurrence of effectiveness of the Plan of Reorganization. -- The Exit Facility. On the Effective Date, the Company will enter into a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $100 million (the "Exit Facility") pursuant to a certain Credit Agreement (as amended, amended and restated, modified, supplemented, or restated and in effect from time to time, the "Exit Credit Agreement") among Perfumania Holdings (or a parent entity thereof) and certain of its subsidiaries as Borrowers party thereto and certain affiliates as Guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, collateral agent and swing line lender ("Wells Fargo") and other parties thereto. The maximum borrowing amount under the Exit Facility is the lesser of $100 million and a borrowing base calculated with reference to specified percentages of the Company's eligible credit card, trade receivables and inventory, which availability may be reduced by certain reserves. The Exit Facility matures in five years from the date of the Exit Credit Agreement. Under the Exit Facility, which does not require amortization of principal, revolving loans may be drawn, repaid and re-borrowed up to such maximum borrowing amount. The Company must maintain availability under the facility of at least the greater of 10% of the aggregate amount that may be advanced against the borrowing base or $8 million. Interest under the Exit Facility is, at the Company's option, at LIBOR or a base rate plus specified margins that are determined based upon excess availability from time to time. The Company is also required to pay monthly commitment fees based on the unused amount of the Exit Facility and a monthly fee with respect to outstanding letters of credit. All obligations of the Company related to the Exit Facility are secured by first priority perfected security interests in all personal and real property (subject to customary exclusions) owned by the Company, including without limitation 100% (or, in the case of excluded foreign subsidiaries, 66%) of the outstanding equity interests in its directly owned subsidiaries (subject to customary exclusions). The Company is subject to customary limitations on its ability to, among other things, incur debt, pay dividends and make distributions, undergo fundamental changes, make investments and enter into joint ventures, dispose of assets and prepay debt. The Lender can be reached at: Wells Fargo Bank, National Association One Boston Place, 18th Floor Boston, MA 02108 Attn: Lauren Murphy E-Mail: lauren.murphy@wellsfargo.com The Lender's attorneys: Otterbourg P.C. 230 Park Avenue New York, NY 10169 Attn: Daniel F. Fiorillo E-mail: dfiorillo@otterbourg.com About Perfumania Holdings Perfumania Holdings, Inc. (PERF) -- http://www.perfumaniaholdings.com/-- is a specialty retailer and distributor of fragrances and related beauty products across the United States. Perfumania has a 30-year history of innovative marketing and sales management, brand development, license sourcing and wholesale distribution making it the premier destination for fragrances and other beauty supplies. As of Aug. 26, 2017, Perfumania, Inc. operated a chain of 226 retail stores, specializing in the sale of fragrances and related products at discounted prices up to 75% below the manufacturers' suggested retail prices Perfumania reported a net loss of $23.63 million for the fiscal year ended Jan. 28, 2017, and a net loss of $11.67 million for the fiscal year ended Jan. 30, 2016. As of April 29, 2017, Perfumania had $304.73 million in total assets, $253.93 million in total liabilities and $50.80 million in total shareholders' equity. On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated debtors, including Perfumania Holdings, Inc., each filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors are seeking to have their cases jointly administered for procedural purposes, meaning that upon entry of such an order all pleadings will be maintained on the case docket for Model Reorg Acquisition, LLC, (Bankr. D. Del. Case No. 17-11794). Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, Ankura Consulting Group, LLC is serving as financial advisor and Imperial Capital is serving as investment banker to the Company. The Skadden team includes: Corporate Restructuring partners Lisa Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as Corporate Restructuring and Bankruptcy Litigation partner Anthony Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking partner Sarah Ward and associates Emily Stork, Shan Song (Chicago) and Katherine Webb; Tax partner Brian Krause and associate Joseph Soltis; and Corporate partner Richard Grossman (New York). Epiq Bankruptcy Solutions is the claims and noticing agent and maintains the Web site http://dm.epiq11.com/perfumania PET EXPRESS: Plan Confirmation Hearing Set for Sept. 7 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan of reorganization for Pet Express USA Corp. at a hearing on September 7. The hearing will be held at 9:30 a.m. at the U.S. Bankruptcy Court, Southwestern Divisional Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto Rico. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on August 4. The order required creditors to file their objections and cast their votes accepting or rejecting the plan on or before 14 days prior to the hearing. The restructuring plan proposes to pay creditors holding Class 2 general unsecured claims 6.8% of their allowed claims, without interest, within 30 days after the effective date of the plan. Pet Express estimated the total amount of allowed general unsecured claims at $14,611.57. Class 2 is impaired. Payments to creditors will come from the operation of the company's business, according to its disclosure statement, which explains the proposed restructuring plan. A copy of the disclosure statement is available for free at https://is.gd/9J4PXT About Pet Express USA Corp. Pet Express USA Corp. operates a retail pet shop in Puerto Rico. Its sole stockholder and officer is Wendeline Baez Castro, who personally oversees its operations. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 17-00914) on February 13, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. The case is assigned to Judge Edward A. Godoy. Landrau Rivera & Assoc. represents the Debtor as bankruptcy counsel. On August 3, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. PRECIPIO INC: Prices $6 Million Public Offering ----------------------------------------------- Precipio, Inc., announced the pricing of an underwritten public offering of units, at a public offering price of $1,000 per unit, each comprised of one share of series B convertible preferred stock, which is convertible into 400 shares of common stock at a conversion price of $2.50 per share, and one warrant to purchase up to 400 shares of common stock, at an exercise price of $3.00 per share. The preferred stock issued in the offering includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). The securities comprising the units are immediately separable and will be issued separately. The warrants are exercisable immediately and will expire five years from the date of issuance. The gross proceeds to Precipio from this offering are expected to be approximately $6,000,000, before deducting underwriting discounts and commissions and other estimated offering expenses. Precipio intends to use the net proceeds from this offering for the growth of its sales force, progression of its product development, working capital and general corporate purposes, and repayment of debt. Precipio has granted the underwriter a 45-day option to purchase up to an additional 900 shares of preferred stock and/or 360,000 additional warrants to cover over-allotments, if any. The offering is expected to close on or before Aug. 28, 2017, subject to customary closing conditions. Aegis Capital Corp. is acting as the sole book-running manager for the offering. The offering is being made pursuant to a shelf registration statement that Precipio previously filed with the Securities and Exchange Commission and which became effective on February 13, 2015. A preliminary prospectus supplement and accompanying base prospectus relating to the offering have been filed with the SEC and a final prospectus supplement and accompanying base prospectus will be filed with the SEC. Electronic copies of the preliminary prospectus supplement and accompanying base prospectus and, when available, electronic copies of the final prospectus supplement and accompanying base prospectus may be obtained from the SEC's website located at www.sec.gov or by contacting Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY 10019 or via telephone at 212-813-1010 or email: prospectus@aegiscap.com. About Precipio Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions, and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of June 30, 2017 Precipio had $37.01 million in total assets, $17.24 million in total liabilities and $19.76 million in total stockholders' equity. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. PRECIPIO INC: Reports $8.9 Million Net Loss for Second Quarter -------------------------------------------------------------- Precipio, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss available to common shareholders of $8.92 million on $260,000 of net sales for the three months ended June 30, 2017, compared to a net loss available to common stockholders of $444,000 on $504,000 of net sales for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net available to common stockholders of $9.68 million on $508,000 of net sales compared to a net loss available to common stockholders of $2.60 on $1.04 million of net sales for the same period during the prior year. As of June 30, 2017, Precipio had $37.01 million in total assets, $17.24 million in total liabilities and $19.76 million in total stockholders' equity. The Company has incurred substantial operating losses and has used cash in its operating activities for the past several years. As of June 30, 2017, the Company had a net loss of $4.4 million and negative working capital of $14.5 million. The Company's ability to continue as a going concern is dependent upon a combination of achieving its business plan, including generating additional revenue, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due. Precipio said it is currently in discussions with certain investors to raise additional capital. There can be no assurance such capital is available at terms favorable or agreeable to management, if at all, or that the Company will successfully complete the proposed capital raise. Since the outcome of these matters cannot be predicted with any certainty at this time, there is substantial doubt that the Company will be able to continue as a going concern. Cash and cash equivalents increased by $0.9 million during the six months ended June 30, 2017, compared to a decrease of less than $0.1 million during the six months ended June 30, 2016. The cash flows used in operating activities of $0.9 million during the six months ended June 30, 2017, included a net loss of $4.4 million and an increase in accounts receivable of $0.1 million. These were partially offset by an increase in accounts payable, accrued expenses and other liabilities of $0.8 million and non-cash adjustments of $3.0 million. The cash flows used in operating activities in the first six months of 2016 included the net loss of $0.8 million and an increase in accounts receivable of $0.3 million. These were partially offset by an increase in accounts payable, accrued expenses and other liabilities of $0.3 million and non-cash adjustments of $0.4 million. Cash flows provided by investing activities were $0.1 million and zero for the six months ended June 30, 2017 and 2016, respectively. The $0.1 million for the six months ended June 30, 2017, was cash acquired as part of the merger transaction. Cash flows provided by financing activities totaled $1.7 million for the six months ended June 30, 2017, which included proceeds of $0.3 million from the issuance of senior notes, $1.4 million from the issuance of convertible notes, and $0.4 million from the issuance of preferred stock. These proceeds were partially offset by payments on the Company's debt, capital lease obligations and for deferred financing costs of $0.4 million. Cash flows provided by financing activities during the six months ended June 30, 2016 included proceeds of $0.5 million from the issuance of convertible notes partially offset by $0.1 million of payments on its debt, capital lease obligations and for deferred financing costs. A full-text copy of the Form 10-Q is available for free at: https://is.gd/bYwHVg About Precipio Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions, and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. QUANTUM CORP: Six Directors Elected by Stockholders --------------------------------------------------- At the annual meeting of stockholders of Quantum Corporation held on Aug. 23, 2017, the stockholders of the Company: (a) elected Paul R. Auvil III, Alex Pinchev, Clifford Press, Raghavendra Rau, Marc E. Rothman and Adalio T. Sanchez to the Board to serve until the next Annual Meeting or until their successors are elected and duly qualified; (b) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2018; (c) voted for the adoption of a resolution approving, on an advisory basis, the compensation of the Company's named executive officers; (d) approved an amendment to the Company's 2012 Long-Term Incentive Plan to, among other things, increase the number of shares of Common Stock available for issuance under the Plan by 2,100,000 shares; (e) approved the Company's Executive Officer Incentive Plan; and (f) adopted an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reduction in the number of authorized shares of common stock. 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. As of June 30, 2017, Quantum Corp had $213.0 million in total assets, $331.0 million in total liabilities, and a total stockholders' deficit of $118.0 million. Quantum Corp reported net income of $3.64 million for the year ended March 31, 2017, a net loss of $76.39 million for year ended March 31, 2016, and net income of $17.08 million for the year ended March 31, 2015. REYNOLDS PROTECTION: Plan Confirmation Hearing Set for Sept. 12 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will consider approval of the Chapter 11 plan of reorganization for Reynolds Protection LLC at a hearing on September 12. The hearing will be held in the courtroom of Judge Harlin Hale, U.S. Bankruptcy Court, 14th Floor, 1100 Commerce Street, Dallas, Texas. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on August 3. The order set a September 5 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. About Reynolds Protection Reynolds Protection LLC filed a voluntary Chapter 11 Bankruptcy petition in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (Bankr. N.D. Tex. Case No. 17-30761) on March 2, 2017. The Debtor is represented by Joyce W. Lindauer, Esq., of Joyce W. Lindauer Attorney, PLLC. On August 2, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. RICE ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB- ---------------------------------------------------------- Egan-Jones Ratings Company, on June 19, 2017, upgraded the local currency and foreign currency senior unsecured ratings on debt issued by Rice Energy Inc. to BB- from B+. Earlier, on June 16, 2017, EJR upgraded the senior unsecured ratings on debt issued by the Company to B+ from B. Based in Canonsburg, Pennsylvania, Rice Energy Inc., an independent natural gas and oil company, engages in the acquisition, exploration, and development of natural gas, oil, and natural gas liquid (NGL) properties in the Appalachian Basin. ROOT9B HOLDINGS: Secures Incremental Funding of $500,000 -------------------------------------------------------- root9B Holdings, announced that the Company secured incremental funding of $500,000 to allow the Company to meet its payroll obligations and for certain other working capital purposes by issuing secured convertible promissory notes along with warrants to purchase shares of the Company's common stock, par value $0.001 per share representing 50% warrant coverage. On Aug. 15, 2017, the Company filed a Current Report on Form 8-K disclosing the Company received a notice from Centriole Reinsurance Company, Ltd. as agent for the secured creditors, that the Company had violated certain covenants set forth in the secured notes and demanded immediate repayment of all outstanding amounts due thereunder. On Aug. 18, 2017 the Company filed a Current Report on Form 8-K disclosing that the Company received a foreclosure notice from the Agent and that, to satisfy the Company's outstanding secured indebtedness, the Agent intended to sell substantially all of the assets of the Company at an auction to conclude Aug. 31, 2017. This same filing noted that in the event the auction concludes with the sale of substantially all of the Company's assets, the value of the Company's securities would decline dramatically or become worthless. There has been no change in the foreclosure proceedings. "While the Company is continuing its efforts to secure additional working capital and obtain waivers from the secured creditors it is unaware of any developments or information that would account for the significant volume of trading in our shares," said Eric Hipkins, RTNB's chief executive officer. About Root9B Holdings root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/-- is a provider of Cybersecurity and Regulatory Risk Mitigation Services. Through its wholly owned subsidiaries root9B and IPSA International, the Company delivers results that improve productivity, mitigate risk and maximize profits. Its clients range in size from Fortune 100 companies to mid-sized and owner-managed businesses across a broad range of industries including local, state and government agencies. Root9B Technologies, Inc., changed its name to root9B Holdings, Inc., effective Dec. 5, 2016, and relocated its corporate headquarters from Charlotte, NC to the current headquarters of root9B, its wholly owned cybersecurity subsidiary, in Colorado Springs, CO. Root9B reported a net loss of $30.48 million for the year ended Dec. 31, 2016, following a net loss of $8.33 million for the year ended Dec. 31, 2015. As of March 31, 2017, Root9B Holdings had $16.84 million in total assets, $15.80 million in total liabilities and $1.03 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that Company has suffered recurring losses from operations and has negative operating cash flows and will require additional financing to fund the continued operations. The availability of such financing cannot be assured. These conditions raise substantial doubt about its ability to continue as a going concern, the auditors said. RS & E HOLDINGS: Chapter 727 Claims Bar Date Is Dec. 5, 2017 ------------------------------------------------------------ RS & E Holdings, Inc. filed a Petition commencing an Assignment for the Benefit of Creditors proceedings, pursuant to Chapter 727, Florida Statutes, on Aug. 7, 2017. RS & E Holdings, as Assignor, has a principal place of business at 3428 W. 84th Street #11, Hialeah, FL 33018. Philip J. von Kahle is the Assignee. Pursuant to Florida Statutes Section 727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727 and except in the case of a secured creditor enforcing its rights and collateral under Chapter 679, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate, other than real property, in the possession, custody, or control of the Assignee. To receive any dividend in this proceeding, interested parties must file a Proof of Claim form with the Assignee: Philip von Kahle Michael Moecker & Associates 1883 Marina Mile Boulevard, Suite 106 Fort Lauderdale, FL 33315 The deadline to file proofs of claim is Dec. 5, 2017. The case is, In re: RS & E HOLDINGS, INC., a Florida Corporation, Assignor, To: PHILIP J. VON KAHLE, Assignee, CASE NO: 2017-019114-CA-01 (05), IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA. SAEXPLORATION HOLDINGS: Reports Q2 Consolidated Financial Results ----------------------------------------------------------------- SAExploration Holdings, Inc., announced its consolidated financial results for the second quarter and six months ended June 30, 2017. Jeff Hastings, Chairman and CEO of SAE, commented, "The second quarter was a very difficult period for SAE. We maintained our superior level of execution on the projects we performed, but continue to be hampered by sparse activity, limited visibility and tighter pricing. Despite seeing the dip in activity beginning in the fourth quarter of last year, and despite benefiting from a dependable winter market in Alaska and a large ocean-bottom marine project in West Africa during the first quarter of this year, replacing our backlog at a more consistent rate has proven to be an arduous task in this market environment. Furthermore, the lack of activity in our international markets has been exacerbated by heightened competitive pressure leading to less favorable pricing on the new projects we secure. Although it now appears that 2017 will prove to be our most challenging year yet, we are encouraged by the level of dialogue and interest surrounding opportunities in 2018 and beyond. This optimism is supported by our ability to recently add projects in Alaska and Colombia to our backlog for 2018. One constant that cannot be inherently changed is the perpetual need to find new sources of hydrocarbons to replace existing production and consumption. Only producing from existing reservoirs without replacing the depleting assets is not a sustainable long-term strategy." Mr. Hastings continued, "As we continue to progress through the second half of 2017, we expect to be active primarily in Colombia, largely supported by our multi-year agreement with Hocol, while also running crews in Canada. Additionally, we are pleased to announce that our hard work and long hours requesting and seeking the issuance of our remaining tax credit certificates from the State of Alaska has resulted in the receipt of an additional $16 million of tax credit certificates. We will continue to aggressively seek means to monetize the $26 million of tax credit certificates we currently have on-hand, while awaiting the issuance of the remaining $43 million of tax credits currently being processed, which we expect to be issued during the remainder of 2017 and the beginning of 2018. After months of inaction and uncertainty that caused potential buyers of tax credits to pause future purchase decisions, the state legislature finally reached a compromise on the new tax credit legislation that recently passed that included certain amendments that could re-open the secondary market for monetizing tax credit certificates. However, we believe further regulatory action is needed to formalize the new legislation, which may take time. Additionally, we believe the State of Alaska will continue to minimize funds allocated in future budgets to a degree that effectively eliminates any near-term potential for monetization directly from the State of Alaska." Mr. Hastings concluded, "We have also been working hard towards our goal of preserving liquidity and maximizing our financial flexibility. In recent weeks, we have been successful at meaningfully converting our restricted cash through exchanging our Nigerian Naira into U.S. dollars and we expect to exchange our remaining Naira by the end of the third quarter. Additionally, we are pleased to announce that we have entered into an agreement with all of the lenders under our senior term loan facility due January 2018 to extend the maturity of approximately $29 million of the principal outstanding until January 2020. This agreement will also amend certain terms and features of the original senior term loan facility, including, but not limited to, the interest rate, the make-whole provision, and the call schedule. Further details will be provided in additional disclosures upon the successful closing of the contemplated transaction. We view this agreement as a major positive development for SAE, and one step towards our larger goal of optimizing our capital structure to ensure our company is more competitive in this new market environment." Second Quarter 2017 Financial Results Revenues decreased 76.2% to $13.6 million from $57.0 million in Q2 2016, primarily due to a decrease in the number or size of projects in Alaska and South America when compared to the same period last year. Activity levels in all jurisdictions continue to be impacted by poor market conditions due to a sustained low commodity price environment and continued uncertainty regarding the outlook for the oil and gas industry. Gross loss was $(1.0) million, or -7.5% of revenues, compared to a gross profit of $16.4 million, or 28.7% of revenues, in Q2 2016. Gross profit (loss) for Q2 2017 and Q2 2016 included depreciation expense of $2.9 million and $4.2 million, respectively. Gross profit excluding depreciation expense, or adjusted gross profit, which is defined and calculated below, for Q2 2017 was $1.9 million, or 14.2% of revenues, compared to $20.5 million, or 36.0% of revenues, in Q2 2016. Gross loss during Q2 2017 was negatively impacted by less favorable pricing on fewer projects that generated less revenue than those performed in Q2 2016. Selling, general and administrative expenses during the quarter decreased 11.9% to $6.4 million, or 46.9% of revenues, compared to $7.2 million, or 12.7% of revenues, in Q2 2016. The decrease in SG&A expenses was primarily due to lower revenue in Q2 2017 compared to the same period last year. However, this was partially offset by an increase in non-cash share-based compensation expense in Q2 2017. During Q2 2017 and Q2 2016, there were approximately $0.7 million and $1.0 million, respectively, of non-recurring or non-cash expenses included in SG&A. Loss before income taxes was $(17.4) million during the quarter, compared to income before income taxes of $3.6 million in Q2 2016. The decrease in income before income taxes was largely due to significantly lower gross profit and higher other expense compared to Q2 2016. During Q2 2017, other expense included, among other items, $8.6 million of interest expense, of which, approximately $5.3 million was non-cash amortization of loan issuance costs and $2.3 million was interest that was paid in-kind. Net loss attributable to the Corporation for the quarter was $(17.9) million, or $(1.91) per diluted share, compared to net income attributable to the Corporation of $0.3 million, or $1.97 per diluted share, on a reverse split-adjusted basis, in Q2 2016. Net loss was impacted by a number of factors during Q2 2017, including: * Lower gross profit primarily due to lower revenue; * Higher interest expense due to the amortization of deferred financing costs for the senior loan facility; * A decrease in gain on foreign currency transactions; and * An increase in foreign currency losses due to trades and foreign currency exposure on a project in Nigeria; partially offset by * A decrease in SG&A expenses due to lower revenue; and * Costs of debt restructuring incurred in Q2 2016 not repeated in Q2 2017. Adjusted EBITDA, which is defined and calculated below, was $(3.8) million during the quarter, or -27.9% of revenues, compared to $14.3 million, or 25.1% of revenues, in Q2 2016. Capital expenditures for the quarter were $0.1 million, compared to $0.5 million in Q2 2016. The low level of capital expenditures in both periods was primarily due to the deteriorating conditions in the oil and gas industry, which presented limited to no growth opportunities requiring capital expenditures. First Half 2017 Financial Results Revenues decreased 32.3% to $99.7 million from $147.2 million in the first half of 2016. Revenues in 1H 2017 decreased significantly in North and South America due to a decrease in active projects in these regions compared to the prior period. In Alaska, the decrease in activity was mainly due to changes in state legislation that created uncertainty at the customer level with respect to their capital spending plans. The year-over-year decrease in revenue in South America was largely attributable to a large project in Bolivia in 1H 2016 compared to limited activity in 1H 2017. The overall revenue decrease in 1H 2017 was partially offset by a large increase in activity in West Africa from a large ocean-bottom marine project that was completed during Q1 2017. Activity in Canada remained stable during 1H 2017 compared to the same period in 2016. Gross profit decreased 43.6% to $24.1 million, or 24.2% of revenues, from $42.8 million, or 29.1% of revenues, in 1H 2016. Gross profit for 1H 2017 and 1H 2016 included depreciation expense of $6.2 million and $8.4 million, respectively. Excluding depreciation expense, adjusted gross profit for 1H 2017 was $30.3 million, or 30.4% of revenues, compared to $51.2 million, or 34.8% of revenues, in the first half of 2016. The decrease in gross profit was primarily related to the decrease in revenue from a reduction in the number of active projects in 1H 2017 compared to 1H 2016. This was partially offset by a decrease in depreciation expense resulting from the sale of some ocean-bottom nodal recording equipment in the fourth quarter of 2016 and an increase in revenue from West Africa. SG&A expenses decreased 7.8% to $12.9 million, or 12.9% of revenues, from $14.0 million, or 9.5% of revenues, in the first half of 2016. The decrease in SG&A expenses was primarily due to a decrease in revenue and a decrease in severance costs partially offset by an increase in stock-based compensation expense. During 1H 2017 and 1H 2016, there were approximately $1.6 million and $1.2 million, respectively, of non-recurring or non-cash expenses included in SG&A. Income (loss) before income taxes was $(6.8) million, compared to $20.9 million in the first half of 2016. The decrease in income before income taxes was largely due to a meaningful increase in other expense. During 1H 2017, other expense included, among other items, approximately $16.9 million of interest expense, of which, approximately $10.5 million was non-cash amortization of loan issuance costs and $4.5 million of interest that was paid in-kind. Also included in other expense in 1H 2017 was a $1.0 million foreign exchange loss, compared to a $2.4 million foreign exchange gain in the same period last year. Provision for income taxes was $2.2 million, compared to $3.4 million during the first six months of 2016. The decrease in provision for income taxes was primarily due to fluctuations in earnings among the various jurisdictions in which the company operates, partially offset by increases in valuation allowances from U.S. losses and foreign tax differentials. Net income (loss) attributable to the Corporation was $(11.1) million, or $(1.18) per diluted share, compared to $14.5 million, or $112.09 per diluted share, in the first half of 2016. Net loss attributable to the Corporation in 1H 2017 was impacted by a number of factors, including: * Lower gross profit as a result of decreased revenues; * Higher interest expense, primarily attributable to amortization of loan issuance costs; * Decrease in gains on foreign currency transactions due to large gains in 2016 related to the strengthening U.S. dollar during that time period; * Increase in foreign currency loss due to trades and foreign currency exposure on a project in Nigeria; and * Proportionately higher provision for income taxes; partially offset by * Lower SG&A expenses due to lower revenue; and * Costs of debt restructuring of $2.3 million in 2016 not repeated in 2017. Adjusted EBITDA for the first six months decreased 50.7% to $18.9 million, or 19.0% of revenues, from $38.4 million, or 26.1% of revenues, in 1H 2016. Capital expenditures in 1H 2017 were $2.2 million, compared to $0.7 million in the first half of 2016. Capital expenditures in 1H 2017 primarily relate to the remaining cash payments for the purchase of a set of vibrators in the fourth quarter of 2016, as well as the purchase of additional camp equipment and vibrators in the first quarter of 2017. Given the state of the industry and the significant reduction in oil and gas activity by exploration and production companies, any significant investment in capital expenditures, particularly in large equipment purchases, is highly unlikely until the broader market demonstrates a consistent and sustainable recovery. Therefore, based on current market conditions, SAE expects its total capital expenditures for 2017 will be under $5.0 million. On June 30, 2017, cash, cash equivalents and restricted cash totaled $25.4 million, which included $5.1 million of restricted cash that was primarily related to exchange control regulations in a West African country where SAE completed a deep-water ocean-bottom marine project during Q1 2017. Also on June 30, 2017, working capital was $26.7 million, total debt at face value, excluding net unamortized premiums or discounts, was $119.7 million, and total stockholders' equity was $30.0 million. Contracted Backlog As of June 30, 2017, SAE's backlog was $58.8 million. Bids outstanding on the same date totaled $131.6 million. The entire backlog was comprised of land-based projects, with 64% in South America and the remainder in North America. SAE currently expects to complete approximately 53% of the projects in its backlog on June 30, 2017 during the second half of 2017, with the balance expected to be performed during 2018. The estimations of realization from the backlog can be impacted by a number of factors, however, including deteriorating industry conditions, customer delays or cancellations, permitting or project delays and environmental conditions. A full-text copy of the press release is available for free at: https://is.gd/wC29xg About SAExploration Holdings Based in Houston, Texas, SAExploration Holdings, Inc. (NASDAQ:SAEX) is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones between land and water, and offshore in depths reaching 3,000 meters, the Company offers a full-suite of logistical support and in-field data processing services. The Company operates crews around the world that are supported by over 29,500 owned land and marine channels of seismic data acquisition equipment and other leased equipment as needed to complete particular projects. SAExploration reported a net loss attributable to the Company of $25.03 million on $205.56 million of revenue from services for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $9.87 million on $228.13 million of revenue from services for the year ended Dec. 31, 2015. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same time, S&P lowered the issue-level rating on the company's senior secured notes to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. Following the rating action, S&P withdrew the corporate credit and issue-level ratings at the company's request. In September 2016, Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. SEARS CANADA: Fairholme Capital Reports 15.9% Equity Stake ---------------------------------------------------------- As disclosed in a regulatory filing with the Securities and Exchange Commission, 16,201,677 common shares (15.9%) of Sears Canada Inc. are owned, in the aggregate, by Bruce R. Berkowitz and various investment vehicles managed by Fairholme Capital Management, L.L.C., of which 1,469,243 are owned by The Fairholme Allocation Fund and 10,075,672 are owned by The Fairholme Fund, each a series of Fairholme Funds, Inc. Because Mr. Berkowitz, in his capacity as the controlling person of the sole member of FCM or as president of Fairholme Funds, Inc., has voting or dispositive power over all shares beneficially owned by FCM, he is deemed to have beneficial ownership of all those shares. Mr. Berkowitz additionally beneficially owns 342,960 Common Shares in his individual capacity. A full-text copy of the Schedule 13G/A is available for free at: https://is.gd/mXQn4d 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. SEARS CANADA: Fairholme Cuts Ownership Stake to 16.6% ----------------------------------------------------- Fairholme Capital Management, L.L.C. reported beneficial ownership of 16,898,877 shares of common stock of Sears Canada Inc. representing 16.6 percent based upon the 101,877,662 Shares outstanding as of June 13, 2017, according to Sears. Fairholme Funds, Inc. may be deemed to be the beneficial owner of 11,784,115 Shares (11.6%) of the Company. The Fund has the sole power to vote or direct the vote of 0 Shares, the Fund has the shared power to vote or direct the vote of 11,784,115 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and the Fund has the shared power to dispose or direct the disposition of 11,784,115 Shares to which this filing relates. Of the 11,784,115 Shares deemed to be beneficially owned by the Fund, 10,075,672 are owned by The Fairholme Fund and 1,708,443 are owned by The Fairholme Allocation Fund, each a series of the Fund. Bruce R. Berkowitz may be deemed to be the beneficial owner of 17,241,837 Shares (16.9%) of the Issuer. Mr. Berkowitz has the sole power to vote or direct the vote of 342,960 Shares, Mr. Berkowitz has the shared power to vote or direct the vote of 15,545,093 Shares, Mr. Berkowitz has the sole power to dispose or direct the disposition of 342,960 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 16,898,877 Shares to which this filing relates. For the period from July 28, 2017, through Aug. 22, 2017, accounts advised by Fairholme Capital Management, L.L.C sold an aggregate of 4,183,411 common shares. A full-text copy of the regulatory filing is available at: https://is.gd/iBHAc0 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. SEVEN OAKS: To Pay Debtors Through Receivables, Property Sale ------------------------------------------------------------- Seven Oaks Partners, LP, filed with the U.S. Bankruptcy Court for the District of Connecticut a revised third amended disclosure statement dated Aug. 16, 2017, referring to its proposed third amended plan of reorganization. Class 2 Unsecured Claims are impaired under the Plan. Murray Chodos will subordinate his claim to the claims of Class 1 creditors. Cynthia Licata's claim, to the extent it is allowed, is subordinated to the claims of class 1 creditors by virtue of its late filing. The allowed unsecured claims of Class 2 creditors will be paid from the net proceeds of the sale of the real property located at 23 Meetinghouse Road, Greenwich, Connecticut, on a pro rata basis. The Debtor retained a broker to market and sell the Greenwich Property, which broker marketed the property during 2016. The listing agreement with the broker has expired and currently there is no retained broker for the sale of the Greenwich Property. The Debtor intends to seek retention of a broker to continue its efforts to market and sell the Greenwich Property. The sale proposed in the Plan will be made pursuant to Section 1146 of the Bankruptcy Code, which provides that property transferred under a confirmed plan will not be taxed under any law imposing a stamp tax or similar tax. The Debtor will seek an exemption from the imposition of state and local conveyance taxes upon the sale of the Greenwich Property and will request a finding in the court order confirming the Plan that no tax is due on the conveyance of the Greenwich Property pursuant to the Plan. The Debtor will utilize funds realized from the collection of any of its receivables and the sale of the Greenwich Property to fund payments due under the Plan. Wilnin Capital has agreed to fund the payment of the Debtor's real estate tax obligations when due for at least three years after the Effective Date and will not seek to recover any such funds from the Debtor or its property. If the Greenwich Property is not sold after the three-year period, the Debtor will seek to retain a licensed real estate auction company to auction the Greenwich Property after at least 45 days of marketing by the auction company and pay its obligations under the Plan. As of the Petition Date, the Debtor owned five other loans, as listed on its bankruptcy schedules. It believes that three of the loans (Carpenito, Fersko and Mehling) have become uncollectable due to foreclosures of prior liens on the properties securing these loans. The Debtor will continue its efforts to recover funds on the two remaining loans (DFT Trust and Sherri DeVito), the Debtor has an outstanding judgment against Sherri DeVito, but it is unable to project the size of any recovery. The principal amount of these two claims exceed $1.8 million. After Confirmation, Murray Chodos will continue to serve as the President of the Debtor's general partner. Wilnin Capital has agreed to fund the expenses associated with the maintenance of the Greenwich Property until it is sold and has agreed not to seek reimbursement for such expenses, excluding the Wilnin Loan, from the Debtor. The general partner will not receive any compensation for its services until all distributions to Class 1 and 2 holders are made. A copy of the Revised Disclosure Statement is available at: http://bankrupt.com/misc/ctb12-50168-543.pdf As reported by the Troubled Company Reporter on Aug. 21, 2017, the Debtor filed with the Court a third amended disclosure statement referring to its proposed third amended plan of reorganization. This version of the plan made several changes to its liquidation analysis. It asserted that the Debtor expects to receive an additional $6,588 from the Blechman bankruptcy estate. It also stated that a Chapter 7 proceeding would include the costs of a Chapter 7 trustee's commission and exclude advances by Wilnin Capital to pay real estate tax obligations which enable the Debtor to market the Greenwich Property and maximize a recovery. The Debtor's assets include cash in its bank account (approximately $7,000) and loan receivables in collection of more than $1.8 million. Due to collectability questions regarding the receivables, the Debtor is unable to project how much it will recover from the receivables. About Seven Oaks Partners Seven Oaks Partners, LP, was formed in February 2000 and operated a successful real estate business that purchased, developed, managed and sold real estate. Seven Oaks filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 12- 50168) on Jan. 31, 2012. Judge Alan S. Trust presides over the case. Douglas S. Skalka, Esq., at Neubert, Pepe & Monteith, P.C., serves as counsel to the Debtor. SINGH LODGING: Ch. 11 Trustee Sought Due to Gross Mismanagement --------------------------------------------------------------- William K. Harrington, the U.S. Trustee for Region 2, requests the U.S. Bankruptcy Court for the Western District of New York to dismiss the Chapter 11 case of Singh Lodging, Inc., or, in the alternative, converting this case to Chapter 7, or in the further alternative, to appoint a Chapter 11 Trustee. The U.S. Trustee mentions that the Debtor is currently managed and controlled by a state court appointed receiver resulting from a foreclosure proceeding initiated by its mortgagee, ZB, N.A. d/b/a Zions Bank. The U.S. Trustee notes that the Debtor's schedules indicate that the secured claims significantly exceed the value of the assets of the bankruptcy estate. The Debtor values its real property assets at $2,500,000 and lists secured debt of $3,471,065. As such, the U.S. Trustee concludes that there appears to be no equity available to unsecured creditors and the likelihood of successful reorganization in this case is highly doubtful. The U.S. Trustee also notes that Zions Bank and the state court appointed receiver, Mr. M. Neal Eckard, have opposed the Debtor's request to use cash collateral and have objected to the removal of the Receiver and the turnover of the Debtor's assets. In the filed opposition to the Debtor's motion for the use of cash collateral, Zions Bank and Mr. Eckard outline serious concerns relating to the Debtor's management and maintenance of the hotel property. The Receiver has alleged that the Debtor's "available operating records were virtually non-existent". Further, the opposition alleged that the Debtor has not filed quarterly reports to pay occupancy taxes to the City of Lancaster. The Receiver has further alleged numerous safety and maintenance issues in addition to "numerous instances of illegal activity occurring on the premises". Clearly, the U.S. Trustee points out that the Receiver's allegations assert that the Debtor's pre-petition operations suffered from gross mismanagement which cannot be absolved by the filing of a Chapter 11 petition. Accordingly, even if some of the Receiver's material allegations are true, the U.S. Trustee believes that "cause" exists to dismiss or convert this case, or to appoint a Chapter 11 Trustee. The U.S. Trustee's preferred remedy is dismissal. The U.S. Trustee can be reached through: Joseph W. Allen, Esq. Assistant United States Trustee Olympic Towers 300 Pearl Street, Suite 401 Buffalo, New York 14202 Telephone: (716) 551-5541 About Singh Lodging Singh Lodging, Inc., provides accommodation for travelers. It owns a fee simple interest in a property located at 50 Freeman Drive, Lancaster, New York, valued at $2.5 million. Singh Lodging filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-11637) on Aug. 4, 2017. The petition was signed by Kabal S. Virk, president. At the time of filing, the Debtor disclosed $2.53 million in assets and $3.63 million in liabilities. Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese, Weishaar, P.C., is serving as counsel to the Debtor. As of August 15, 2017, the U.S. Trustee has not appointed a Committee of Unsecured Creditors. SIXTY SIXTY CONDOMINIUM: $1M Bulk Sale of All Assets to MRC Okayed ------------------------------------------------------------------ Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized Sixty Sixty Condominium Association, Inc.'s bulk sale of all assets to Marc Realty Capital, LLC, for $1,000,000. Hearings on the Motion were held on April 13, 2017, May 2, 2017 and June 21, 2017; evidentiary hearings on July 13, 14, and 21, 2017; and a final hearing on Aug. 18, 2017. The sale is "as is, where is" with all faults and no warranties of any kind; and free and clear of all claims, liens and encumbrances, except the claims and liens of Schecher Group, Inc., and the provisions of the declaration, for which the Buyer will take subject to the Schecher Liens. The claims and liens against the Real Property will attach to the proceeds of the sale. The Objections are Overruled In-Part and Sustained In-Part as in the Court's Prior Orders. Schecher's objection is overruled except, as follows: a. The Buyer will indemnify, defend, and hold Schecher harmless from and against all claims, costs, expenses, and liabilities arising out of Buyer's entry upon the HU and/or the performance of the tests and investigations conducted by Buyer on the HU during and in connection with the Due Diligence Period under the MRC Contract. b. Schecher will allow reasonable access to the Buyer to conduct reasonable, nonevasive, non-soil boring tests and investigations, and excluding any Phase I and II Environmental Studies on the Hotel Unit, relating only to the Real Property and the Residential non-debtor sellers' Units as if the Buyer had all of the rights of access of the Debtor and the non-debtor seller RUOs. c. Schecher's objection to approval of the MRC Contract based upon the failure of RUOs to pay their allocable share of utilities is overruled without prejudice to Schecher seeking enforcement of the Court's June 23, 2017 Order Granting Application for Administrative Expense and Granting Limited Stay Relief. d. Schecher's objection to approval of the MRC Contract without personal guaranties is overruled without prejudice to Schecher raising the financial condition of the buyer and the absence of guarantees as an objection to confirmation if the Shared Costs are not determined prior to confirmation. The Broker's commission in the amount of 1% of the final purchase price of all units participating in the Bulk Sale, including the Debtor's Real Property, is approved. The Broker will be paid (i) $10,000 from the Debtor out of the sale proceeds attributable to the Real Property; and (ii) 1% of the total sales price for all non-debtor RUOs by the non-debtor RUOs out of the sale proceeds attributable to such non-debtor RUOs. The Broker Commission will not be deemed earned and will not be paid until there is a successful closing. The Order will be effective immediately upon its entry for purposes of the Commencement Date and Due Diligence Period under the MRC Contract; provided however, in accordance with Federal Rule of Bankruptcy Procedure 6004(h), the Order will be stayed in all other respects until the expiration of 14 days after entry of the Order. About Sixty Sixty Condominium Sixty Sixty Condominium is a mixed-use hotel/residential building located at 6060 Indian Creek Drive in Miami Beach, Florida. Sixty Sixty Condominium Association, Inc., a non-profit corporation, is responsible for, among other things, the management, operation, and maintenance of the Condominium's "Common Elements", and other obligations imposed by state statute. Sixty Sixty Condominium Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on Dec. 5, 2016, listing $100,000 to $500,000 in total assets, and $1 million to $10 million in liabilities. The petition was signed by Maria Velez, president of the Board of Directors. The Hon. Robert A. Mark presides over the case. Brett D. Lieberman, Esq., at Messana, P.A., represents the Debtor as counsel. Juda Eskew & Associates, PA, serves as the Debtor's accountant. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. SKYWEST INC: Egan-Jones Lowers Sr. Unsecured Ratings to BB ---------------------------------------------------------- Egan-Jones Ratings Company, on June 16, 2017, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by SkyWest Inc. to BB from BB+. SkyWest, Inc., through its subsidiaries, SkyWest Airlines, Inc. (SkyWest Airlines) and ExpressJet Airlines, Inc. (ExpressJet), operates regional airline operations in the United States. SPANISH BROADCASTING: Two Directors Tender Resignations ------------------------------------------------------- Alan B. Miller and Gary B. Stone notified Spanish Broadcasting System, Inc. on Aug. 17, 2017, of their resignation as members of the Board of Directors of the Company. The Company and the Board wish to thank Messrs. Miller and Stone for their service since they joined the Board in 2014. Messrs. Miller and Stone were elected to the Board by the holders of the Company's 10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock due to the existence of a "Voting Rights Triggering Event" under the Certificate of Designations. The Voting Rights Triggering Event has previously been disclosed by the Company, including in its Annual Report for the Year Ended Dec. 31, 2016. The holders of the Series B Preferred Stock have the right to elect two new directors to the Board to fill the seats vacated by Messrs. Miller and Stone for their unexpired terms at a special meeting of the holders of the Series B Preferred Stock. The two vacancies on the Board will remain unfilled until such time as the holders of the Series B Preferred Stock appoint two new directors. About Spanish Broadcasting Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- is one of the largest owners and operators of radio stations in the United States. SBS owns and operates 17 radio stations located in the top U.S. Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult Contemporary, Top 40 and Latin Rhythmic format genres. SBS also operates AIRE Radio Networks, a national radio platform which creates, distributes and markets leading Spanish-language radio programming to over 250 affiliated stations reaching 93% of the U.S. Hispanic audience. SBS also owns MegaTV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. SBS also produces live concerts and events and owns multiple bilingual websites, including http://www.LaMusica.com/, an online destination and mobile app providing content related to Latin music, entertainment, news and culture. Spanish Broadcasting reported a net loss of $16.34 million for the year ended Dec. 31, 2016, compared with a net loss of $26.95 million for the year ended Dec. 31, 2015. As of June 30, 2017, Spanish Broadcasting had $437.53 million in total assets, $559.69 million in total liabilities and a total stockholders' deficit of $122.16 million. Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the 12.5% Senior Secured Notes had a maturity date of April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the notes and other short term obligations when they became due, which resulted in significant liquidity requirements on the Company that raise substantial doubt about its ability to continue as a going concern. * * * In May 2017, S&P Global Ratings withdrew its 'D' corporate credit rating and issue-level ratings on Spanish Broadcasting System. "We withdrew the ratings because we were unlikely to raise them from 'D', based on SBS' ongoing plans to restructure its debt," said S&P Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS to 'D' on April 21, 2017, following the company's announcement that it didn't repay its $275 million 12.5% senior secured notes that were due April 15, 2017. In April 2017, Moody's Investors Service downgraded SBS's corporate family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family rating reflects an elevated expected loss rate following the recently announced default under the company's 12.5% senior secured notes due April 2017. SPI ENERGY: Strong Textile Owns 3.8% of Shares as of Aug. 24 ------------------------------------------------------------ In a Schedule 13D filed with the Securities and Exchange Commission, Caihong Lu and Strong Textile Hong Kong Limited reported that they beneficially owns 24,285,010 ordinary shares of SPI Energy Co. Ltd. representing 3.8 percent of the shares outstanding based on 645,067,172 shares outstanding as of Aug. 24, 2017. Strong Textile is a Hong Kong corporation. Caihong Lu is the sole shareholder of Strong Textile and owns 100% of the total outstanding shares of Strong Textile as of Aug. 24, 2017. Pursuant to a Purchase Agreement dated July 22, 2014, Strong Textile acquired 37,060,000 shares of Common Stock, par value $.0001 per share at $0.27 per share for an aggregate purchase price of $10,006,200 from Solar Power, Inc., a California corporation, which re-domiciled to the Cayman Islands through a merger with and into a wholly-owned subsidiary of the Issuer, which was completed on Jan. 4, 2016. Pursuant to a Purchase Agreement dated Sept. 22, 2014, Strong Textile acquired 5,000,000 shares of Common Stock, par value of $.0001 per share of SPI for the aggregate amount of $5,850,000 at $1.17 per share from the SPI. As a result of the purchase pursuant to the July 22 Purchase Agreement and the September 22 Purchase Agreement, Strong Textile directly owned 7.8% of the total outstanding shares of SPI as of Sept. 22, 2014, as the total outstanding shares of common stock of SPI is 541,112,502 as of Sept. 22, 2014. Pursuant to the Second Amended and Restated Agreement and Plan of Merger and Reorganization, dated Oct. 30, 2015, each ten issued and outstanding shares of SPI's common stock acquired prior to 3:00 P.M. EST, Nov. 5, 2015, were converted into the right to receive one ADS, representing ten ordinary shares of the Issuer. A full-text copy of the Schedule 13D is available for free at: https://is.gd/JMPEPl About SPI Energy Co. Hong Kong-based SPI Energy Co., Ltd. (NASDAQ:SPI) -- http://investors.spisolar.com/-- is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the EPC/BT, storage and O2O PV market including the development, financing, installation, operation and sale of utility-scale and residential PV projects in China, Japan, Europe and North America. The Company operates an online energy e-commerce and investment platform in China, as well as B2B e-commerce platform offering a range of PV and storage products in Australia. The Company has its operating headquarters in Hong Kong and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of June 30, 2016, SPI Energy had $549.4 million in total assets, $415.0 million in total liabilities, and $134.4 million in total stockholders' equity. KPMG Huazhen LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its subsidiaries have suffered significant losses from operations and have a negative working capital as of Dec. 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. The auditors said these factors raise substantial doubt about the Group's ability to continue as a going concern. SPRUILL'S PROPERTIES: Case Summary & 4 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Spruill's Properties, LLC Craig Spruills 11507 Philmar Saint Louis, MO 63138 Type of Business: Spruill's Properties, LLC, operates an event and catering venue. Spruill's owns a commercial building located at 9800 Halls Ferry Road, St. Louis, Missouri. Spruill's has had, and continues to have, notable musicians and groups appear and perform in this venue. Chapter 11 Petition Date: August 26, 2017 Case No.: 17-45844 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Hon. Barry S. Schermer Debtor's Counsel: Rochelle D. Stanton, Esq. ROCHELLE D. STANTON 745 Old Frontenac Square, Suite 202 Frontenac, MO 63131 Tel: (314) 991-1559 E-mail: rstanton@rochelledstanton.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Craig Spruill, chief executive officer. The Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/moeb17-45844.pdf ST. JOSEPH HEALTH PLAN: Rhode Island Court Appoints Receiver ------------------------------------------------------------ At the behest of St. Joseph Health Services of Rhode Island, Inc., the Superior Court in Providence, Rhode Island, appointed Stephen DelSesto, of Providence, Rhode Island as Temporary Receiver of the St. Joseph Health Services of Rhode Island Retirement Plan. The Receiver is authorized to take control of the Plan and, until further Court Order, in the Receiver's discretion and as the Receiver deems appropriate and advisable, to continue administration of the Plan, to engage employees and assistants, clerical or otherwise, actuaries, and other professionals necessary or appropriate for the efficient administration of the Plan, and to pay all such individuals and entities in the usual course of business, and to do and perform or cause to be done and performed all other acts and things as are appropriate in the premises. The Receiver may continue to utilize the services of Chace Ruttenberg & Freedman, LLP in connection with the administration of the Plan, provided that payment for such services shall not come from assets of the Plan unless otherwise ordered by the Court. The Receiver is required to file a bond in the sum of $1,000,000 with any surety company authorized to do business in the State of Rhode Island as surety thereon, conditioned that the Receiver will well and truly perform the duties of the office and duly account for all monies and property which may come into the Receiver's hands and abide by and perform all things which the Receiver will be directed to do by the Court. The Superior Court will hold a hearing on Oct. 11, 2017, at 9:30 a.m. to consider appointment of a Permanent Receiver and reduction of beneficiary payments. The case is, St. Joseph Health Services of Rhode Island, Inc. vs. St. Josephs Health Services of Rhode Island Retirement Plan, STATE OF RHODE ISLAND PROVIDENCE, SC. SUPERIOR COURT PC 2017-3856. STEAK N SHAKE: S&P Alters Outlook to Negative & Affirms 'B-' CCR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on the Indianapolis-based Steak n Shake Inc. to negative from stable. At the same time, S&P affirmed its 'B-' corporate credit rating on the company. S&P said, "We also affirmed our 'B' issue-level rating to the company's senior secured credit facility. The recovery rating on the facility is '2', indicating our expectation for substantial (70% to 90%; rounded estimate: 75%) recovery for lenders in the event of default or bankruptcy. "The outlook revision reflects our expectation for continued weak customer traffic trends and elevated operating costs (including commodity and labor costs) to lead to lower overall sales and EBITDA. We believe a significant turnaround in comparable restaurant sales and customer traffic is unlikely over the next 12 to 18 months amid weakness in the restaurant industry that is offsetting new restaurant and sales growth in Steak n Shake's franchise business. In addition, we expect decreased sales leverage because of lower comparable sales in addition to higher commodity and food costs and increased wage pressures. Although we project flat to minimally positive free operating cash flow, we also believe the tough operating environment will increase the risk of a downgrade. "The negative outlook on Steak n Shake indicates a one in three chance we could lower the rating over the next 12 months. It also incorporates our expectation that performance will remain weak, as we expect same restaurant sales decline because of lower customer traffic and margins contract because of a combination of commodity expenses, labor costs, and sales deleverage. In addition, the negative outlook incorporates our projections for flat to minimal free operating cash flow generation, significantly lower than historical cash flow generation. "We would lower the rating if significantly weak operating performance and an increase in operating costs result in negative free operating cash flow, leading us to believe the company's liquidity has diminished and we view the capital structure as unsustainable over the long term. This could happen if same-restaurant sales consistently declined at a mid-single-digit rate or worse and margins eroded by more 100 basis points or more versus or projections, resulting in an EBITDA decline in excess of 15% or more. Under this scenario, adjusted 2017 interest coverage would be at or below 2x, and liquidity would erode because of negative free operating cash flow. "We would revise the outlook to stable if the company's operating performance turned positive. Under such a scenario, revenue and margins would improve because of a successful and rapid franchise expansion, improved customer traffic trends, favorable commodity prices (especially for beef products), and effective restaurant cost management offsetting wage pressures that result in EBITDA improvement of 30% or more versus our 2017 projections and adjusted debt leverage in the low- to mid-5x on a sustained basis." STOLLINGS TRUCKING: River Buying Personal Property for $105K ------------------------------------------------------------ Stollings Trucking Co., Inc., asks the U.S. Bankruptcy Court for the Southern District of West Virginia to authorize the sale to River Machinery Co. of (i) 1987 Caterpillar D-10N Bulldozer, SN 2YD-01150, for $40,000; (ii) Caterpillar 740 Articulated Truck, SN AXM-1246, for $30,000; (iii) Caterpillar 740 Articulated Truck, SN AXM-1266, for $35,000, subject to overbid. The Debtor propose to sell the personal property to the Purchaser at the minimum sale prices, and free and clear of all liens, interests and rights. The two Caterpillar 740 Articulated Trucks are subject to a lien in favor of Bonnie B Land Company and the sale proceeds from that equipment will be paid over to Bonnie B. The sale proceeds from the 1987 Caterpillar D-10N Bulldozer will be placed in escrow pending further Court order. Any party interested in submitting an upset bid should file a notice of upset bid with counsel for the Debtor, counsel for the secured creditor, Bonnie B Land Company, and counsel for the Unsecured Creditors Committee and with the Office of the U.S. Trustee. Any upset bid will be in an increment of at least $5,000 than the proposed minimum sale prices. All upset bids or objections should be filed no later than Sept. 13, 2017. The Debtor believes that the terms of the offers are favorable to the Debtor and its estate. The Purchaser: RIVER MACHINERY CO. 83 Isabelle Ln. Garner, KY 41817 About Stollings Trucking Stollings Trucking Company, Inc., began its operations in 1990. Throughout the years, the Debtor both hauled coal and mined coal for its own profit. As it grew, it acquired more equipment and rolling stock. Stollings also obtained mining permits on property in Logan County, West Virginia, and was a party to coal leases. Stollings Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7, 2015. Rhonda Marcum, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV., is serving as counsel to the Debtor. SUNVALLEY SOLAR: Reports $170,000 Net Loss in Second Quarter ------------------------------------------------------------ Sunvalley Solar, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $169,865 on $3.30 million of revenues for the three months ended June 30, 2017, compared to a net loss of $761,009 on $310,547 of revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, Sunvalley Solar reported a net loss of $894,061 on $3.59 million of revenues compared to a net loss of $1.59 million on $310,547 of revenues for the same period during the prior year. As of June 30, 2017, Sunvalley Solar had $5.69 million in total assets, $4.68 million in total liabilities and $1.01 million in total stockholders' equity. As of June 30, 2017, the Company had current assets in the amount of $3,868,003, consisting of cash and cash equivalents in the amount of $967,210, accounts receivable of $1,782,793, inventory in the amount of $124,186, costs in excess of billings on uncompleted contracts of $873,861, prepaid expenses and other current assets of $82,453, and restricted cash of $37,500. As of June 30, 2017, the Company had current liabilities in the amount of $4,682,029. These consisted of accounts payable and accrued expenses in the amount of $4,408,988, customer deposits of $20,846, accrued warranty of $148,806, advances from contractors of $103,389. Its working capital deficit as of June 30, 2017 was therefore $814,026. During the six months ended June 30, 2017, the Company's operating activities used a net $450,652 in cash. Investing activities used $60,709 in cash and financing activities used $85,210 during the period. As of June 30, 2017, the Company had no long term liabilities. "We will require substantial additional financing in the approximate amount of $4,500,000 in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time," said the Company in the report. "We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. "We are currently seeking additional financing. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/KuEKS8 About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. Sunvalley Solar reported a net loss of $999,118 on $8.49 million of revenue for the year ended Dec. 31, 2016, compared to net income of $195,811 on $5.78 million of revenue for the year ended Dec. 31, 2015. Sadler, Gibb & Associates, LLC, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company has suffered net losses and has accumulated a significant deficit. The auditors said these factors raise substantial doubt about the Company's ability to continue as a going concern. TERRAVIA HOLDINGS: Sept.11 Auction of All Assets Set ---------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court in Delaware authorized the bidding procedures of TerraVia Holdings, Inc., and affiliates in connection with the proposed sale of substantially all assets to Corbion N.A. for $20,000,000, plus the assumption of certain liabilities, subject to overbid. Corbion N.A., as the stalking horse bidder, is deemed a qualified bidder for all purposes. In the event that no other qualified bids are submitted, the Debtors will deem the Stalking Horse Bidder to be the Successful Bidder. The salient terms of the Bidding Procedures are: a. Potential Bidder Deadline: Aug. 24, 2017 at 6:00 p.m. (PET) b. Bid Deadline: Sept. 7, 2017 at 6:00 p.m. (PET) c. Minimum Full Bid: At least equal to $21 million, which is the sum of (x) $20 million (i.e., the Purchase Price under the Stalking Horse APA), plus (y) the Break-Up Fee and Expense Reimbursement Amount, plus (z) $200,000 d. Good Faith Deposit: An amount equal to 10% of the cash purchase price e. Break-Up Fee: $500,000 f. Expense Reimbursement Amount: $300,000 g. Auction and Sale Objections Deadline: The deadline to file an objection with the Court to the Sale Objections: (i) if no Auction is held, Sept. 8, 2017 at 4:00 p.m. (PET) and (ii) if an Auction is held, Sept. 14, 2017 at 4:00 pm. (PET). h. The Auction will be scheduled to be conducted at the offices of Davis Polk & Wardwell LLP, 450 Lexington Ave., New York, New York on Sept. 11, 2017 at 10:00 a.m. (PET). i. Starting Bid: Highest or otherwise best offer j. Bid Increments: $250,000 k. Sale Hearing: If no Auction is held, Sept. 11, 2017 at 12:00 p.m. (PET) or, if an Auction is held, Sept. 15, 2017 at 10:00 a.m. (PET) such other date as determined by the Court. l. As Is, Where Is: The sale of the Bid Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description. m. Free and Clear: Bid Assets are sold free and clear of any pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon. On the Petition Date, the Debtors filed the Bidding Procedures Motion with the Court seeking entry of orders, among other things, approving (i) procedures for the solicitation of bids in connection with the proposed sale of substantially all of their assets to Corbion for $20 million plus the assumption of certain liabilities, subject to the submission of higher or otherwise better offers in an auction process; (ii) the form and manner of notice related to the Sale Transaction; and (iii) procedures for the assumption and assignment of contracts and leases in connection with the Sale Transactions. A copy of the Bidding Procedures Order is available for free at: http://bankrupt.com/misc/TerraVia_Holdings_143_Order.pdf About TerraVia Headquartered in South San Francisco, California, TerraVia Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com/-- is a plant-based food, nutrition and specialty ingredients company that harnesses the power of algae, the mother of all plants and earth's original superfood. TerraVia also manufactures a range of specialty personal care ingredients for key strategic partners. On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly owned U.S. subsidiaries filed voluntary petitions under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 17-11655). The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil LLC and Solazyme Manufacturing 1, LLC. The Debtors sought bankruptcy protection after reaching a deal to sell the assets to Corbion N.V. for $20 million in cash plus the assumption of liabilities. The Debtors hired Davis Polk & Wardwell LLP as their lead counsel and Richards, Layton & Finger, P.A. as co-counsel. Kurtzman Carson Consultants LLC is their claims agent. TOWERSTREAM CORP: Shareholder Urges Board to Hire Banker -------------------------------------------------------- John Stetson submitted a letter to the Board of Directors of Towerstream Corporation requesting Towerstream to engage a banker for the sale of the Company's assets or an outright sale of the Company. Mr. Stetson claims to be the beneficial owner of 630,991 shares of common stock and $1.139 million of Preferred Stock currently convertible into 10,388,000 common shares (subject to 9.9% ownership blocker) of Towerstream. On a converted basis, this represents 30% of the equity. "I have been a shareholder of the Company for the last two years, and very familiar with your business operations and balance sheet," said Stetson in the letter. "I believe that the public market does not properly value the Company and the Company's shareholders deserve the opportunity to be provided a premium to prices reflected in the current market." "Based on the quarterly filings and recent earnings announcement, it appears the Company is approximately 6 months away from breaching their debt covenants." "Over the past two years, the Company has continued to raise equity and dilute the equity shareholders. All the EBITDA has gone to pay interest on the nearly $33 million in long term debt incurring huge losses for the Company. The Company currently has $9 million in cash and approximately 38 million shares outstanding on a fully diluted basis. At $0.08 per share, the equity is worth just $3 million. Therefore, $3 million of market cap plus $33 million of debt less the $9 million in cash gives the company an enterprise value of $27 million. This means that the common stock should be trading at $1 per share based on Management's assessment. Other Company competitors, such as Cogent Communications trades at 4x revenue. Towerstream's revenue run rate of $25 million would put the share price well over $1 per share as well," he added. "Since owning the Preferred, I have received calls from individuals at two companies that said they had provided term sheets to management for a transaction and did not get anywhere. This leads me to believe that there is serious interest in the assets and the company must engage a banker to monetize the value of the assets before the shareholders get wiped out. Another equity raise will hurt the shareholders and just be a band aid until the next covenant breach. It is the Board of Directors fiduciary responsibility to look out for the shareholders and must evaluate all options." John Stetson is the managing member of HS Contrarian and in that capacity has voting and dispositive power over the securities held by such entity. A full-text copy of the Letter is available at: https://is.gd/L5jDvW About Towerstream Corporation Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Towerstream had $28.17 million in total assets, $37.64 million in total liabilities and a total stockholders' deficit of $9.46 million. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRE AMICI LEASING: Taps Douglas J. Burns as Accountant ------------------------------------------------------ Tre Amici Leasing, LLC and J A R R, Inc. seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. The Debtors propose to employ Douglas J. Burns, P.A. to, among other things, prepare their monthly operating reports and give advice on tax-related matters. The Debtors also propose that a flat fee of $200 for the initial set-up of their monthly operating reports and a monthly fee of $150 for the preparation of those reports by the firm be approved by the court. The firm does not hold or represent any interest adverse to the Debtors or their estates, according to court filings. The firm can be reached through: Douglas J. Burns Douglas J. Burns, P.A. 2559 Nursery Road, Suite A Clearwater, FL 33764 Phone: (727) 725-2553 About Tre Amici Leasing Tre Amici Leasing, LLC, and J A R R, Inc. operate a personal transportation service, which consists of a traditional taxi service as well as contract work for Pasco County Public Transportation (PCPT). They collectively operate as Signature Car Service. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-05123) on June 13, 2017. At the time of the filing, both Debtors disclosed that they had estimated assets of less than $100,000 and liabilities of less than $1 million. Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A., serves as the Debtors' legal counsel. VALLEY PETROLEUM: Hires Leverson Lucey & Metz as Attorney --------------------------------------------------------- 5208VPN, LLC and Valley Petroleum, LLC, seek authority from the US Bankruptcy Court for the Eastern District of Wisconsin to employ Leverson Lucey & Metz S.C. as bankruptcy counsel.. Professional services Leverson Lucey & Metz will render are: a. preparation of all pleadings; b. representation of the Debtors in negotiations, proceedings, and hearings related to these cases; and preparation of plans and disclosure statements; and c. all other matters relating to the legal representation of the Debtors in connection with these Chapter 11 cases. The Debtors wish to employ these attorneys upon a general retainer. It is anticipated that most of the services will be performed by the firm's Leonard G. Leverson, whose standard hourly rate is $380. Other attorneys in the firm charge between $215 and $360 per hour. Paralegal time is billed at $115 per hour. Leonard G. Leverson attests that his firm and its attorneys have no interest adverse to the Debtors or to the Debtors' estates in any of the matters upon which they are to be engaged; their employment would be in the best interest of the estate; they are "disinterested persons" as defined in Sec. 101(14) of the Bankruptcy Code; and they have no connection with the Debtors, any creditors of the Debtors, any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, or any other person employed in the office of the U.S. Trustee. The Firm can be reached through: Leonard G. Leverson, Esq. LEVERSON LUCEY & METZ S.C. 106 West Seeboth Street, Suite 204-1 Milwaukee, WI 53204 Tel: 414-271-8503 Fax: 414-271-8504 E-mail: lgl@levmetz.com About Valley Petroleum Based in Appleton, Wisconsin, Valley Petroleum operates a small gas station. Valley Petroleum and Debtor affiliate, 5208VPN, LLC, sought Chapter 11 protection (Bankr. E.D. Wisc. 17-28113; Bankr. E.D. Wisc. 17-28112) on August 17, 2017. The Debtors are represented by Leonard G. Leverson, Esq., at Leverson Lucey & Metz S.C. The petitions were signed by Steve A. Rosek, member. At the time of filing, 5208VPN, LLC estimates $1,000 to $10,000 in assets and $1,000 to $10,000 in liabilities; and Valley Petroleum estimates $100 to $500 in assets and $1,000 to $10,000 in liabilities. VERTEX ENERGY: Okays Grant of 480,000 Shares Stock Options ---------------------------------------------------------- The Board of Directors of Vertex Energy, Inc. approved the grant of incentive stock options to purchase an aggregate of 480,000 shares of the Company's common stock to six officers and/or employees of the Company, in consideration for services rendered, including Benjamin P. Cowart, the president and chief executive officer of the Company (options to purchase 150,000 shares); Chris Carlson, the chief financial officer and secretary of the Company (options to purchase 125,000 shares); and John Strickland, the chief operating officer of the Company (options to purchase 50,000 shares). The Options were granted under the Company's Amended and Restated 2013 Stock Incentive Plan and the Options (other than Mr. Cowart's Options) had a term of ten years; provided that Mr. Cowart's Options had a term of five years, subject in all cases to the terms and conditions of the Plan and the award agreements, and each officer and employee's continued service with the Company. The Options vest to each individual at the rate of 1/4th of such Options per year on each of Aug. 20, 2018, 2019, 2020 and 2021. The Options (other than Mr. Cowart's) had an exercise price of $0.97 per share, the mean between the highest and lowest quoted selling prices of the Company's common stock on the NASDAQ Capital market on the last trading day prior to the effective date of the grant of the Options; provided that Mr. Cowart's Options had an exercise price of $1.07 per share, representing 110% of the Market Price. About Vertex Energy Vertex Energy, Inc. (VTNR) -- http://www.vertexenergy.com/-- is a refiner and marketer of high-quality specialty hydrocarbon products. With headquarters in Houston, Texas, Vertex processing facilities are located in Houston (TX), Marrero (LA) and Columbus (OH). Vertex Energy reported a net loss of $3.95 million for the year ended Dec. 31, 2016, a net loss of $22.51 million for the year ended Dec. 31, 2015, and a net loss of $5.87 million for the year ended Dec. 31, 2014. As of June 30, 2017, Vertex had $82.59 million in total assets, $28.49 million in total liabilities, $6.44 million in Series B preferred stock, $14.80 million in Series B-1 preferred stock and $32.85 million in total equity. WADHWA DENTAL: Plan Confirmation Hearing Set for October 4 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas is set to hold a hearing on October 4 to consider approval of the Chapter 11 plan of reorganization for Wadhwa Dental, PA. The hearing will be held at 9:30 a.m., at the Old Post Office Building, Courtroom 1, Third Floor, 615 East Houston Street, San Antonio, Texas. The court on August 2 approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order set a September 22 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. Under the plan, American Express Bank FSB's allowed Class 4 general unsecured claim will be paid in full, without interest, within 60 days of the effective date of the plan. The claim in the total amount of $695.07 is impaired. About Wadhwa Dental, PA Wadhwa Dental, PA is a corporation based in San Antonio, Texas. It is operated as a dental practice by Harmandeep S. Wadhwa, DDS, its sole owner. Dr. Wadhwa is a doctor of dental surgery licensed by the Texas State Board of Dental Examiners since July 2009. Wadhwa Dental, PA, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52134), on Sept. 22, 2016. Harmandeep S. Wadhwa, president, signed the petition. The Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million. The Debtor is represented by H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol. No trustee, examiner or committee has been appointed. On June 23, 2017, the Debtor filed its proposed Chapter 11 plan of reorganization. WALKER RENAISSANCE: Taps Grimaldi Commercial as Real Estate Agent ----------------------------------------------------------------- Walker Renaissance Manufacturing Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate agent. The Debtor proposes to employ Grimaldi Commercial Realty Corp. to list for sale its real properties located at 8802 and 8740 E. Broadway Avenue, Tampa, Florida. The firm will get a commission of 7% of the purchase price for each property. Derek Seckinger, a real estate agent employed with Grimaldi, disclosed in a court filing that he does not hold any interest adverse to the Debtor. Grimaldi can be reached through: Derek Seckinger Grimaldi Commercial Realty Corp. 115 W. Bearss Avenue Tampa, FL 33613 Phone: 813-882-0884 Fax: 813-960-9830 About Walker Renaissance Manufacturing Walker Renaissance Manufacturing Inc. is a packaging company in Hillsborough County, Florida, that owns a real property located at 8802 E. Broadway Ave., Tampa, Florida 33619 valued at $839,348. Walker Renaissance filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-05390), on June 21, 2017. Robert M. Walker, its president and CEO, signed the petition. The Debtor disclosed $1.58 million in assets and $1.52 million in liabilities at the time of the filing. The Debtor is represented by David W. Steen, Esq. at David W. Steen, P.A. WEST BATON: DOJ Watchdog Names D. Murray Name as Ch. 11 Trustee --------------------------------------------------------------- Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, files with the U.S. Bankruptcy Court for the Middle District of Louisiana a Notice of Appointment of Dwayne M. Murray to serve as the Chapter 11 Trustee in the bankruptcy case of West Baton Rouge Credit, Inc. The Chapter 11 trustee bond is initially set at $150,000. The Chapter 11 Trustee can be reached at: 660 North Foster Dr. Suite B-101 Baton Rouge, LA 70806 About West Baton Rouge Credit, Inc. Based in Port Allen, Louisiana, West Baton Rouge Credit, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 17-10227) on March 14, 2017. The petition was signed by Todd Cutrer, president. The case is assigned to Judge Douglas D. Dodd. Pamela Magee, Esq., based in Baton Rouge, Louisiana, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 2 appointed five creditors of West Baton Rouge Credit, Inc., to serve on the official committee of unsecured creditors. WEST VIRGINIA NATIONAL: A.M. Best Revises Outlook to Negative ------------------------------------------------------------- A.M. Best has revised the outlooks to negative from stable and affirmed the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb" of West Virginia National Auto Insurance Company (West Virginia National Auto) (Morgantown, WV). The revised outlooks are due to West Virginia National Auto's deteriorating risk-adjusted capitalization from unprofitable operating performance in recent years. Management fell short of projections mainly due to an unfavorable book of business, which ultimately has been non-renewed. Additionally, the company maintains geographic concentration exposing surplus to regulatory, judicial and economic concerns, as well as the cyclical nature of competition altering the market share within its domiciled state. Partially offsetting these negative rating factors are management's expertise in West Virginia and the non-standard market, and its ability to react quickly to maintain favorable leverage measures. Historically, results of the core book of business in West Virginia have been stable. Policies are shorter term, and rate changes are quickly felt in the results. Management maintains good relationships with its agency force, and current disruptions have allowed for new agency relationships to form. Also, communication with reinsurance partners allow for changes in quota share agreements in the event that leverage measures are outside of the company's risk tolerance levels. XPO LOGISTICS: S&P Raises CCR to BB- on Improved Credit Metrics --------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on XPO Logistics Inc. to 'BB-' from 'B+'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured credit facility to 'BB+' from 'BB'. The '1' recovery rating remains unchanged, indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) in a payment default scenario. "Additionally, we raised our issue-level rating on XPO's senior unsecured notes due 2021, 2022, and 2023 to 'BB-' from 'B+'. The '4' recovery rating remains unchanged, indicating our expectation for average recovery (30%-50%; rounded estimate: 45%) in the event of a payment default. "Finally, we raised our issue-level rating on the company's senior unsecured notes due 2018 and senior unsecured debenture due 2034 to 'B' from 'B-'. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "Our upgrade of XPO Logistics Inc., one of the largest third-party logistics companies in the U.S., reflects the company's improved credit metrics following its enhanced operating performance and debt reduction. In 2015, XPO completed two major acquisitions that caused its debt leverage to increase to over 10x. Despite the additional leverage, these acquisitions increased the diversity of the company's product offerings (XPO's business segments include contract logistics focusing on e-commerce and last mile deliveries and LTL [less-than-truckload] transportation) and expanded its geographic reach. Now that XPO has successfully integrated a substantial portion of these companies and has refrained from undertaking any significant acquisitions, its operating efficiency has improved. In addition, the company has used its free cash flow to reduce its debt. "The stable outlook on XPO reflects our expectation that the company will continue to increase its revenue and earnings, albeit at a far more moderate pace than in recent years. We anticipate that XPO's debt-to-EBITDA will be in the low- to mid-3x area while its adjusted FFO-to-debt remains in the high-teens percent area through 2018, barring any large debt-financed acquisitions. "We could raise our ratings on XPO over the next year if the company continues to improve its operational performance and reduce its debt, causing its FFO-to-debt ratio to improve to the mid-20% area and its debt-to EBITDA to stay in the mid-3x area. We would also need to believe that the company would sustain these ratios going forward. "We could lower our ratings on XPO if the company's FFO-to-debt ratio falls below 12%, which could occur if its earnings decline due to higher-than-expected operating expenses or if management engages in a large debt-financed acquisition, and we expect the ratio to remain at that level going forward." [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE OU1 GR 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT CN 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT2EUR EU 98.3 (53.7) (31.2) AGENUS INC AJ81 GR 176.5 (17.5) 77.8 AGENUS INC AGEN US 176.5 (17.5) 77.8 AGENUS INC AJ81 TH 176.5 (17.5) 77.8 AGENUS INC AGENEUR EU 176.5 (17.5) 77.8 AGENUS INC AJ81 QT 176.5 (17.5) 77.8 AKCEA THERAPEUTI AKCA US 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA GR 124.1 (83.0) 53.6 AKCEA THERAPEUTI AKCAEUR EU 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA TH 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA QT 124.1 (83.0) 53.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ASPEN TECHNOLOGY AZPN US 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AST GR 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AST TH 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AZPNEUR EU 247.9 (260.8) (321.1) AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3) AVEO PHARMACEUTI VPA GR 42.5 (19.3) 27.2 AVEO PHARMACEUTI AVEO US 42.5 (19.3) 27.2 AVEO PHARMACEUTI VPA TH 42.5 (19.3) 27.2 AVEO PHARMACEUTI AVEOEUR EU 42.5 (19.3) 27.2 AVID TECHNOLOGY AVID US 224.7 (274.8) (85.5) AVID TECHNOLOGY AVD GR 224.7 (274.8) (85.5) AXIM BIOTECHNOLO AXIM US 4.4 (3.4) (0.6) BENEFITFOCUS INC BNFT US 173.0 (35.1) 9.6 BENEFITFOCUS INC BTF GR 173.0 (35.1) 9.6 BLUE BIRD CORP BLBD US 366.8 (59.6) 32.8 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOEING CO-BDR BOEI34 BZ 90,036.0 (1,978.0) 9,922.0 BOEING CO-CED BA AR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO GR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAEUR EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA TE 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA* MM 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BACHF EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BOEI NA 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA US 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO TH 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA CI 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO QT 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAUSD SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA AV 90,036.0 (1,978.0) 9,922.0 BOMBARDIER INC-B BBDBN MM 23,395.0 (3,825.0) 576.0 BOMBARDIER-B OLD BBDYB BB 23,395.0 (3,825.0) 576.0 BOMBARDIER-B W/I BBD/W CN 23,395.0 (3,825.0) 576.0 BRINKER INTL EAT US 1,413.7 (493.7) (292.0) BRINKER INTL BKJ GR 1,413.7 (493.7) (292.0) BRINKER INTL EAT2EUR EU 1,413.7 (493.7) (292.0) BROOKFIELD REAL BRE CN 97.0 (32.9) 3.2 BUFFALO COAL COR BUC SJ 50.2 (21.9) (22.2) BURLINGTON STORE BURL US 2,611.8 (95.9) 25.2 BURLINGTON STORE BUI GR 2,611.8 (95.9) 25.2 BURLINGTON STORE BURL* MM 2,611.8 (95.9) 25.2 CADIZ INC CDZI US 72.2 (70.7) 12.2 CADIZ INC 2ZC GR 72.2 (70.7) 12.2 CAESARS ENTERTAI CZR US 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI C08 GR 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI CZREUR EU 14,793.0 (3,357.0) (4,630.0) CALIFORNIA RESOU CRC US 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB GR 6,154.0 (491.0) (220.0) CALIFORNIA RESOU CRCEUR EU 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CL TH 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB QT 6,154.0 (491.0) (220.0) CAMBIUM LEARNING ABCD US 126.5 (52.1) (63.7) CASELLA WASTE WA3 GR 588.9 (74.6) 4.6 CASELLA WASTE CWST US 588.9 (74.6) 4.6 CASELLA WASTE WA3 TH 588.9 (74.6) 4.6 CASELLA WASTE CWSTEUR EU 588.9 (74.6) 4.6 CDK GLOBAL INC CDK US 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G TH 2,883.1 (56.8) 726.2 CDK GLOBAL INC CDKEUR EU 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G GR 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G QT 2,883.1 (56.8) 726.2 CEDAR FAIR LP FUN US 2,109.5 (60.6) (92.5) CEDAR FAIR LP 7CF GR 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(83.8) JACK IN THE BOX JACK US 1,255.2 (439.0) (83.8) JACK IN THE BOX JACK1EUR EU 1,255.2 (439.0) (83.8) JACK IN THE BOX JBX QT 1,255.2 (439.0) (83.8) JAMIESON WELLNES JWEL CN 505.1 (180.5) (286.4) JAMIESON WELLNES 2JW GR 505.1 (180.5) (286.4) JAMIESON WELLNES JWELEUR EU 505.1 (180.5) (286.4) JUST ENERGY GROU JE US 1,271.0 (69.8) 114.4 JUST ENERGY GROU 1JE GR 1,271.0 (69.8) 114.4 JUST ENERGY GROU JE CN 1,271.0 (69.8) 114.4 L BRANDS INC LTD GR 7,762.8 (912.3) 1,198.0 L BRANDS INC LTD TH 7,762.8 (912.3) 1,198.0 L BRANDS INC LB US 7,762.8 (912.3) 1,198.0 L BRANDS INC LBEUR EU 7,762.8 (912.3) 1,198.0 L BRANDS INC LB* MM 7,762.8 (912.3) 1,198.0 L BRANDS INC LTD QT 7,762.8 (912.3) 1,198.0 LAMB WESTON LW US 2,485.6 (596.5) 302.8 LAMB WESTON 0L5 GR 2,485.6 (596.5) 302.8 LAMB WESTON LW-WEUR EU 2,485.6 (596.5) 302.8 LAMB WESTON 0L5 TH 2,485.6 (596.5) 302.8 LANTHEUS HOLDING LNTH US 267.9 (87.2) 82.6 LANTHEUS HOLDING 0L8 GR 267.9 (87.2) 82.6 LIVEXLIVE MEDIA LIVX US 5.2 (0.8) (4.0) MADISON-A/NEW-WI 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(976.0) 801.0 MOTOROLA SOLUTIO MOT TE 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MTLA QT 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MSI1EUR EU 8,295.0 (976.0) 801.0 MSG NETWORKS- A MSGN US 805.0 (944.2) 168.9 MSG NETWORKS- A 1M4 GR 805.0 (944.2) 168.9 MSG NETWORKS- A 1M4 TH 805.0 (944.2) 168.9 MSG NETWORKS- A MSGNEUR EU 805.0 (944.2) 168.9 NATHANS FAMOUS NATH US 86.6 (63.6) 60.1 NATHANS FAMOUS NFA GR 86.6 (63.6) 60.1 NATIONAL CINEMED XWM GR 1,121.7 (68.3) 70.6 NATIONAL CINEMED NCMI US 1,121.7 (68.3) 70.6 NATIONAL CINEMED NCMIEUR EU 1,121.7 (68.3) 70.6 NAVISTAR INTL IHR GR 5,952.0 (5,127.0) 825.0 NAVISTAR INTL NAV US 5,952.0 (5,127.0) 825.0 NAVISTAR INTL IHR TH 5,952.0 (5,127.0) 825.0 NEFF CORP-CL A NEFF US 666.9 (112.0) 8.9 NEFF CORP-CL A NFO GR 666.9 (112.0) 8.9 NEW ENG RLTY-LP NEN US 191.0 (32.1) - NXCHAIN INC NXCN US 0.0 (0.3) (0.3) NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) OMEROS CORP 3O8 GR 60.4 (54.9) 28.3 OMEROS CORP OMER US 60.4 (54.9) 28.3 OMEROS CORP 3O8 TH 60.4 (54.9) 28.3 OMEROS 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1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL GR 1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL QT 1,354.6 (156.8) 26.5 PLANET FITNESS-A PLNT1EUR EU 1,354.6 (156.8) 26.5 PROS HOLDINGS IN PH2 GR 298.0 (20.5) 147.4 PROS HOLDINGS IN PRO US 298.0 (20.5) 147.4 QUANTUM CORP QNT1 TH 213.0 (118.0) (51.3) QUANTUM CORP QTM US 213.0 (118.0) (51.3) REATA PHARMACE-A RETA US 71.3 (230.3) 17.5 REATA PHARMACE-A 2R3 GR 71.3 (230.3) 17.5 REATA PHARMACE-A RETAEUR EU 71.3 (230.3) 17.5 REGAL ENTERTAI-A RGC US 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RETA GR 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RGC* MM 2,748.4 (835.0) (48.2) RENOVACARE INC RCAR US 0.6 (0.2) (0.3) RESOLUTE ENERGY R21 GR 728.5 (62.2) (65.8) RESOLUTE ENERGY REN US 728.5 (62.2) (65.8) RESOLUTE ENERGY RENEUR EU 728.5 (62.2) (65.8) REVLON INC-A REV US 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 GR 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 TH 3,062.0 (672.4) 296.4 REVLON INC-A REVEUR EU 3,062.0 (672.4) 296.4 ROSETTA STONE IN RST US 178.9 (0.1) (55.9) ROSETTA STONE IN RS8 GR 178.9 (0.1) (55.9) ROSETTA STONE IN RST1EUR EU 178.9 (0.1) (55.9) RR DONNELLEY & S DLLN GR 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRD US 3,831.8 (161.5) 722.1 RR DONNELLEY & S DLLN TH 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRDEUR EU 3,831.8 (161.5) 722.1 RYERSON HOLDING RYI US 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY GR 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY TH 1,787.8 (22.6) 730.1 SALLY BEAUTY HOL SBH US 2,120.5 (352.3) 638.2 SALLY BEAUTY HOL S7V GR 2,120.5 (352.3) 638.2 SANCHEZ ENERGY C SN US 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C SN* MM 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C 13S GR 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C 13S TH 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C SNEUR EU 2,218.1 (38.1) (0.0) SBA COMM CORP 4SB GR 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBAC US 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBJ TH 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBACEUR EU 7,308.9 (1,985.7) (710.0) SCIENTIFIC GAM-A TJW GR 7,066.0 (1,998.1) 510.2 SCIENTIFIC GAM-A SGMS US 7,066.0 (1,998.1) 510.2 SEARS HOLDINGS SEE GR 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SEE TH 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SHLD US 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SEE QT 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SHLDEUR EU 9,071.0 (3,527.0) 127.0 SHELL MIDSTREAM SHLX US 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M GR 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M TH 1,098.7 (252.5) 131.7 SIGA TECH INC SIGA US 156.0 (303.4) 45.3 SILVER SPRING NE SSNI US 295.6 (20.3) 49.5 SILVER SPRING NE 9SI GR 295.6 (20.3) 49.5 SILVER SPRING NE 9SI TH 295.6 (20.3) 49.5 SILVER SPRING NE 9SI QT 295.6 (20.3) 49.5 SILVER SPRING NE SSNIEUR EU 295.6 (20.3) 49.5 SIRIUS XM HOLDIN SIRI US 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO TH 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO GR 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRIEUR EU 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRI AV 8,347.7 (1,041.7) (2,148.9) SIX FLAGS ENTERT SIX US 2,543.7 (49.4) (150.5) SIX FLAGS ENTERT 6FE GR 2,543.7 (49.4) (150.5) SONIC CORP SONC US 563.8 (173.1) 60.4 SONIC CORP SO4 GR 563.8 (173.1) 60.4 SONIC CORP SONCEUR EU 563.8 (173.1) 60.4 STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4) STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4) SYNTEL INC SYNT US 434.1 (97.3) 122.8 SYNTEL INC SYE GR 434.1 (97.3) 122.8 SYNTEL INC SYE TH 434.1 (97.3) 122.8 SYNTEL INC SYE QT 434.1 (97.3) 122.8 SYNTEL INC SYNT1EUR EU 434.1 (97.3) 122.8 SYNTEL INC SYNT* MM 434.1 (97.3) 122.8 TAILORED BRANDS TLRD US 2,114.2 (113.6) 712.4 TAILORED BRANDS WRMA GR 2,114.2 (113.6) 712.4 TAILORED BRANDS TLRD* MM 2,114.2 (113.6) 712.4 TAUBMAN CENTERS TU8 GR 4,061.7 (111.7) - TAUBMAN CENTERS TCO US 4,061.7 (111.7) - TINTRI INC TNTR US 97.1 (68.5) 21.6 TOWN SPORTS INTE CLUB US 236.6 (87.0) 4.6 TRANSDIGM GROUP T7D GR 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG US 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG SW 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGCHF EU 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP T7D QT 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGEUR EU 10,316.4 (1,895.4) 1,656.3 ULTRA PETROLEUM UPL US 1,762.0 (940.1) 176.1 ULTRA PETROLEUM UPL1EUR EU 1,762.0 (940.1) 176.1 ULTRA PETROLEUM UPM1 GR 1,762.0 (940.1) 176.1 UNISYS CORP UISCHF EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UISEUR EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS US 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS1 SW 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 TH 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 GR 2,318.9 (1,630.1) 426.5 UNITI GROUP INC UNIT US 4,161.2 (1,059.0) - UNITI GROUP INC 8XC GR 4,161.2 (1,059.0) - VALVOLINE INC VVV US 1,960.0 (203.0) 227.0 VALVOLINE INC 0V4 GR 1,960.0 (203.0) 227.0 VALVOLINE INC 0V4 TH 1,960.0 (203.0) 227.0 VALVOLINE INC VVVEUR EU 1,960.0 (203.0) 227.0 VECTOR GROUP LTD VGR GR 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR US 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR QT 1,420.3 (284.5) 475.4 VENATOR MATERIAL VNTR US 2,380.0 (408.0) 434.0 VENATOR MATERIAL 1EC GR 2,380.0 (408.0) 434.0 VENATOR MATERIAL 1EC TH 2,380.0 (408.0) 434.0 VENATOR MATERIAL VNTREUR EU 2,380.0 (408.0) 434.0 VERISIGN INC VRS TH 2,344.3 (1,203.2) 321.0 VERISIGN INC VRS GR 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSN US 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSNEUR EU 2,344.3 (1,203.2) 321.0 VERSUM MATER VSM US 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 GR 1,181.8 (9.7) 438.2 VERSUM MATER VSMEUR EU 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 TH 1,181.8 (9.7) 438.2 VIEWRAY INC VRAY US 105.6 (17.0) 39.2 VIEWRAY INC 6L9 GR 105.6 (17.0) 39.2 VIEWRAY INC VRAYEUR EU 105.6 (17.0) 39.2 WEIGHT WATCHERS WTW US 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 GR 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 TH 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WTWEUR EU 1,247.3 (1,138.7) (58.0) WEST CORP WSTC US 3,480.9 (324.5) 248.5 WEST CORP WT2 GR 3,480.9 (324.5) 248.5 WIDEOPENWEST INC WOW US 2,661.6 (645.2) (33.7) WIDEOPENWEST INC WU5 GR 2,661.6 (645.2) (33.7) WIDEOPENWEST INC WOW1EUR EU 2,661.6 (645.2) (33.7) WINGSTOP INC WING US 114.6 (61.2) (1.7) WINGSTOP INC EWG GR 114.6 (61.2) (1.7) WORKIVA INC WK US 154.2 (6.1) (2.0) WORKIVA INC 0WKA GR 154.2 (6.1) (2.0) WORKIVA INC WKEUR EU 154.2 (6.1) (2.0) YRC WORLDWIDE IN YRCW US 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 GR 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 TH 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YRCWEUR EU 1,759.1 (410.5) 292.9 YUM! BRANDS INC YUM US 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR GR 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR TH 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMEUR EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMCHF EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUM SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD EU 5,596.0 (6,102.0) 307.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***