/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170830.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 30, 2017, Vol. 21, No. 241 Headlines 1776 AMERICAN: Dobal Buying Staunton's Houston Property for $110K 21ST CENTURY: Dignity Health Asks Court to Block Litigation Stay 241 MAIN STREET: Taps Peter M. Iascone as Legal Counsel 5 STAR INVESTMENT: Trustee Selling Mishawaka Property for $30K 761 DEKALB: Hires Ortiz & Ortiz as Counsel ACADIANA MANAGEMENT: CohnReznick Tapped as Financial Advisor ACI WORLDWIDE: Egan-Jones Lowers Sr. Unsec. Rating to BB+ ACOSTA INC: Bank Debt Trades at 9% Off ADAM STUMP: Hires Matlat of A&G Realty to Market Romney Property ADPT DFW: Plan Treatment of Deerfield Claims Modified AMJ PLUMBING: Taps Lozano Law Center as Legal Counsel ANGELICA CORP: Unsecured Creditors, PBGC Try to Block Plan OK APAPIP LLC: Taps Grippaldi & Wollruch as Accountant APOLLO ENERGY: No Longer Subject to DOJ Investigation APOLLO SOLAR: Exclusive Plan Filing Deadline Moved to Dec. 31 AREF SENNO: Sale of Chicago Property to Wildts for $500K Approved ASHFORD HOSPITALITY: Egan-Jones Cuts Commercial Paper Rating to B ATLANTIC & PACIFIC: Committee Wants Egg Producers to Return $4.4M AUTO INC: Wants Exclusive Plan Filing Deadline Moved to Oct. 20 AVAYA INC: 2nd Lien Noteholders Ad Hoc Group Objects to Disclosures BASS PRO: Bank Debt Trades at 4% Off BCC SANDUSKY: Trustee Taps BPSI as Property Manager BIG ORANGE SANITATION: Whitcomb Bid for Ch. 11 Trustee Denied BODLEY INVESTMENTS: Case Summary & 3 Unsecured Creditors BON-TON STORES: Appoints William Tracy to Its Board of Directors BON-TON STORES: Updated Bylaws Set Board Members at Seven BORGER ENERGY: S&P Affirms 'B-' Rating on $117MM 1st Mortgage Bonds BOWMAN DAIRY: Case Summary & 20 Largest Unsecured Creditors BRONX MIDTOWN: Hires Innovative Accounting Solutions as Accountant C & S SECKERSON: Taps Lake & Cobb as Legal Counsel CALHOUN SATELLITE: Taps Dennis Spyra as Legal Counsel CARTEL MANAGEMENT: WSL Buying Titans of Mavericks for $525K CBAK ENERGY: Board Appoints New Secretary CBAK ENERGY: Interim CFO Wenwu Wang Named to Permanent Position CENTURYLINK INC: Bank Debt Trades at 3% Off CGG HOLDING: Sr. Note Claimholders to Recoup Up to 50.5% Under Plan CHALMERS AUTOMOTIVE: Has Court's Nod to Use Cash Collateral CHELSEA CRAFT: Taps Morrison-Tenenbaum as Legal Counsel CHINA FISHERY: Deadline to File Claims Set for October 10 CLINE GRAIN: Clines Selling 108 Acres to Son for $770K CLINE GRAIN: Clines Selling 60 Acres to Son for $422K CLINE GRAIN: Clines Selling 80 Acres to Son for $627K CLINE GRAIN: Selling 1,431 Acres to US Agriculture for $9.7M COLONIAL PENNIMAN: May Use Easement for Sale of Property COLONNADE ACQUISITIONS: Condo Units Up for Auction Sept. 19 COLONNADE ACQUISITIONS: Inventory to Be Sold at Sept. 19 Auction CONIFER VETERINARY: Taps Buechler & Garber as Legal Counsel CONSTELLATION ENTERPRISES: Panel Wants Pact Rejection Reversed CRYSTAL LAKE GOLF: Wants to Use Cash Collateral Until Sept. 30 CRZ PHOENIX I: Foreclosure Auction of Office Tower on Sept. 5 DANCING WATERS: Gaines Buying Governor's Point Property for $7M DEWEY & LEBOUEF: Ex-Partners Ask Court to Be Lenient in Sentencing DIAMOND BRITE: $3.1M Sale of San Antonio Property to Racer Okayed DIRECT FOODS: May Use Cash Collateral Through Oct. 26 DTD-DEVCO 5: Foreclosure Sale of Mall Property on Sept. 8 DYNAMIC INT'L: Committee Taps Saul Ewing, Poyner as Legal Counsel E&M 2710 CLARENDON: Taps Robert S. Lewis as Legal Counsel EMERALD CASINO: 7th Cir. OKs $272M Judgment Against Executives ENERGY FUTURE: Amends Plan After $9.45-Billion Deal With Sempra ENERGY FUTURE: Sempra Sets 240-Day Deadline, $190M Termination Fee ENERGY FUTURE: Sempra, Oncor to Seek PUCT & FERC Nod of Merger FCBM LLC: May Use Cash Collateral of JTS Capital & Imogene Cocolin FLW / 100 L.L.C.: Foreclosure Auction on Sept. 1 FORESIGHT ENERGY: Bank Debt Trades at 4% Off FORTRESS TRANSPORTATION: S&P Affirms B+ Rating on Sr. Unsec. Notes FOURZERO INC: Unsecureds to Get 15%, Plus 4.5% Interest in 60 Mos. FRONTIER COMMUNICATIONS: Bank Debt Trades at 5% Off FUNCTION(X) INC: Reaz Islam Agrees to Grant $500,000 Loan GATOR EQUIPMENT: Sale of Houma Property to Morea for $720K Approved GENERAL NUTRITION: Bank Debt Trades at 5% Off GETTY IMAGES: Bank Debt Trades at 14% Off GIBRALTAR SUNSHINE: Phoenix Property to Be Sold at Oct. 12 Auction GLENN PATERNOSTER: Sale of Newport Beach Property for $2.8M Okayed GLYECO INC: Deregisters 11.4 Million Common Shares GREAT FOOD: May Use Cash Collateral Until Oct. 31 GREATER GOOD: Case Summary & 6 Unsecured Creditors GREEN TERRACE: Court Approves Hafer Co as Accountant GREYSTONE LOGISTICS: Posts $1.66 Million Net Income in Fiscal 2017 GUADALUPE REGIONAL: Fitch Affirms BB Rating on $115.4MM Bonds HAMPSHIRE GROUP: Liquidation Trustee May Investigate Insiders HAUBERT HOMES: Unsecureds to Recoup Up to 7% Under Plan HELIOS AND MATHESON: Closes Issuance of $10.3-M Notes & Warrant HELLER EHRMAN: Bid To Reconsider Decision on Shareholder Row Denied HESSIAN-RUPLE: Sept. 19 Auction of Fountain Hills, AZ Property HHH CHOICES: Unsecureds to Recoup Up to 36.5% Under Panel's Plan HILTZ WASTE: Trustee Selling All Assets to Hometown Waste for $3M ILLINOIS COMPOUNDING: Hires Leiter Group as Special Counsel IMMUCOR INC: S&P Alters Outlook to Positive & Affirms 'CCC+' CCR INDEX ENERGY: Files for CCAA, Grant Thornton Named Monitor ITLOGIC PARTNERS: Hires Joyce W. Lindauer as Bankruptcy Counsel JAT SYSTEMS: President Tim Price Buying 2013 Ford Truck JOHNS TRUCKING: Mason Buying 2007 Peterbilt 379 Tractor for $45K JUBEM INVESTMENTS: Taps Guerra & Smeberg as Legal Counsel KAISER GYPSUM: Hires McKool Smith as Environmental Counsel KERSEY-BORAH: Taps Hilco Real Estate as Broker L & E RANCH: Real Property in Wailuku, Hawaii Up for Sept. 22 Sale LA CASA DE LA RAZA: Not Entitled to Award of Punitive Damages LAKE NAOMI REAL ESTATE: Taps David J. Harris as Co-Counsel LIMITED STORES: Liquidates Assets to Pay Creditors LINCOLN PAPER: Taps Dunham Group as Real Estate Broker LOMBARD PUBLIC: Claims Filing Deadline Set for October 3 LOMBARD PUBLIC: Taps Adelman & Gettleman as Legal Counsel LOMBARD PUBLIC: Taps EisnerAmper as Financial Advisors MARCANTONIO ENTERPRISES: Taps H. Anthony Hervol as Legal Counsel MARKET SQUARE: Hires DiMonte & Lizak as Attorneys MAZOR'S BAKERY: Plan to be Funded by Income from Employment MCAADS.COM LLC: Taps Kevin Tierney as Interim CFO MD2U MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors MEYER SADIGURSKY: Bankruptcy Court Suspends Suit Over Mortgages MILOSHA USA: Arizona Property to Be Sold at Nov. 1 Auction MIRAGE INSURANCE: Foreclosure Auction on Sept. 6 MIZAN ENTERPRISES: Taps Sodoma Law as Legal Counsel MONROE HEIGHTS: Court Dismisses Chapter 11 Bankruptcy Petition MOSAIC MANAGEMENT: Investment Trustee Taps Packman Neuwahl as Atty NCD INCORPORATED: Property Up for Oct. 27 Auction NOUVEAU INVESTMENTS: Hires Karen R. Emmott as Counsel NUVERRA ENVIRONMENTAL: Badlands No Longer Owns Shares as of Aug. 7 NYLC LLC: Wants Exclusive Plan Filing Deadline Moved to Dec. 19 OCEAN RIG UDW: Seeks Court Approval on Permanent Injunctive Relief OCEAN RIG: U.S. Court Recognizes Cayman Islands Proceedings OI SA: Bondholders Reach Consensus on Key Restructuring Terms OLYMPIA OFFICE: MLMT Disclosures Approval Hearing Set for Sept. 13 ON-CALL STAFFING: Plan Confirmation Deadline Extended to Oct. 23 ONE HORIZON: CFO Agrees to Convert $662K Debt Into Equity ONE HORIZON: Receives Noncompliance Notice from Nasdaq ONE57 79: Hires Oxford Property Group as Real Estate Broker ORLANDO CITY: Moody's Ups Rating on $30.8MM Revenue Bonds From Ba2 OSIES INC: Taps Karen Emmott as Legal Counsel PALMAZ SCIENTIFIC: Investors Can't Go After Jefferies PANDA TAXI: Taps Trenk DiPasquale as Legal Counsel PAUL BODEAU: Approval of $450 Monthly Entertainment Expenses Denied PDG AMERICA: Foreclosure Sale of Shopping Centers on Sept. 21 PENICK PRODUCE: Taps Bradley Arant Boult as Corporate Counsel PENNYMAC MORTGAGE: Moody's Affirms B1 Corporate Family Rating PEPPERTREE LAND: Case Summary & 8 Largest Unsecured Creditors PEREGRINE FIN'L: Foreign Exchange Clients Can't Collect From Estate PERFUMANIA HOLDINGS: Case Summary & 20 Largest Unsecured Creditors PHARMACOGENETICS DIAGNOSTIC: $650K Sale of All Assets to PM Okayed PHILADELPHIA HEALTH: Wants Plan Exclusivity Extended to Oct. 2 PLAINS ALL: Moody's Lowers Senior Unsecured Bond Rating to Ba1 PREMIER MARINE: Committee Taps BGA Management as Financial Advisor PUERTO RICO ELECTRIC: Bond Insurers Demand Remittance of Funds QUAKER FURNITURE: Case Summary & 20 Largest Unsecured Creditors QUEST SOLUTION: Names Teamtronics' Kemper as New CFO R.J. REAL ESTATE: Foreclosure Auction Set for Sept. 7 RCA RUBBER: Unsecureds to be Paid from Fund Over 5 Years REBUILD MINISTRIES: Auction of Ash Fork Property on Oct. 2 RENT-A-CENTER: Egan-Jones Lowers Sr. Unsec Ratings to BB- RENX GROUP: Taps Michael D. O'Brien as Legal Counsel RESTAURANT SALTIMBANCO: Wants Plan Filing Deadline Moved to Dec. 19 RK PARTNERSHIP: Taps Goodfriend Law as General Bankruptcy Counsel RK PARTNERSHIP: Taps Mark E. Goodfriend as Legal Counsel ROCKY MOUNTAIN: Details Turnaround Plan at Investor Conference SED INTERNATIONAL: Taps DiLuzio & Henssler as Accountant SENTRIX PHARMACY: Insurers Seek Appointment of Ch. 11 Trustee SIGNAL BAY: Borrows $551,200 From LG Capital and Adar Bays SIGNAL BAY: Incurs $570K Net Loss in Fiscal Q3 SPANISH ISLES: Trustee Taps Tripp Scott as Special Counsel ST. ALBANS CLEANERS: Taps Michelle Steele as Bookkeeper STONE ENERGY: Egan-Jones Hikes Sr. Unsecured Rating to B SUNEDISON INC: Has $5.75M Settlement With AIG Over Fire Damage SUNEDISON INC: Shareholders' Bids for Probe on Losses Denied SWIM SEVENTY: Creditors' Panel Hires Plotkin LLC as Counsel SYU SING: Hires Fuller Law Firm as Bankruptcy Counsel TERRAVIA HOLDINGS: Bids Due Sept. 7, Auction to Begin Sept. 11 THE SERVICEMASTER: S&P Lowers 2018/2027/2038 Notes Rating to 'B' TITAN INTERNATIONAL: Egan-Jones Lowers LC Unsec. Rating to B- TRIPLE POINT: S&P Lowers CCR to 'CCC' on Declining Liquidity TRUE RELIGION: Court Okays Plan Disclosures TUCSON ONE: Property Up for Auction on Sept. 26 URBAN ONE: Egan-Jones Cuts Sr. Unsecured Ratings to CCC+ US COAL: Stakeholders Say Suit From Backer Has No Chance US DATAWORKS: Taps Loftis Law Firm as Special Counsel UW OSHKOSH FOUNDATION: Real Estate Projects in Limbo WALKING CIRCLES: Creditors Meeting on Thursday in Ontario WALTER ENERGY: Oct. 6 Deadline for Filing Claims v. Canada Units WELLMAN GROUP: Chapter 727 Claims Bar Date Set for Dec. 1 WESTAK INC: Seeks to Hire Armanino as Accountant WORDSWORTH ACADEMY: Has Final Approval to Use Cash Collateral WTE S&S AG: DVO Liable for Damages After Breaching Contract YBRANT MEDIA: US Trustee Eyeing Counsel Fees From Subsidiaries Z ENTERPRISES: Taps Raymond W. Verdi as Legal Counsel ZUCKER GOLDBERG: UCC Wants Return of $1.93M Paid to Ex-Partner [*] DLA Piper Names Two Leaders for Chicago Office [*] Lawsuit Against Englett & Assoc. Stays in Bankruptcy Court ********* 1776 AMERICAN: Dobal Buying Staunton's Houston Property for $110K ----------------------------------------------------------------- 1776 American Property IV, LLC, and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas authorized to authorize the sale of Staunton Street Partners, LLC's single family residence located at 11515 Inga Lane, Houston, Texas, to Herman Ignacio Dobal of $109,900. A hearing on the Motion is set for Sept. 18, 2017, at 10:30 a.m. Objections, if any, must be submitted within 21 days of the date of service. Collectively, as of the Petition Date, the Debtors owned 116 rental single family homes/apartment units, five single family homes, and 76 vacant lots. In addition, Debtors 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. Staunton owns the Property. It has adequately marketed the Property for sale and has received multiple offers on it. All things considered, the offer submitted by the Purchaser is the highest and best offer. The parties entered into a contract for the sale of the Property. There is no feasibility period and the parties are ready to close. Under the terms of the contract, closing must occur no later than Sept. 25, 2017. The Property will be sold, transferred and conveyed "as is," and free and clear of liens, claims, and encumbrances. All liens will attach to the proceeds of the sale or be paid through the closing by the title company. The Property is subject to a mortgage, which is secured by a first lien deed of trust held by Integrity Bank. The Deed of Trust secures a mortgage on approximately 35 single family homes. The mortgage is reflected by a promissory note in the original principal amount of $4,060,000. The Debtor expects Integrity Bank will consent to the sale. The current principal balance of the Note is approximately $1.2 million. The Debtor and Integrity expect to reach an agreement on a release price of $80,000, which will be paid at closing ("Release Price"). Integrity Bank's will continue to have a lien and deed of trust on the remaining 33 tracts, and will continue to have a lien on the net proceeds that will be deposited into the Debtor's DIP account. Although an agreement has not yet been finalized, the Debtor expects an agreement to be reached by the time of the hearing. The Debtor is represented by Ross Klingsberg and AIM Realty in the transaction. The Purchaser is represented by Andrea Diaz and Texas Ally Realty Group, LLC. Pursuant to the Order Authorizing Application to AIM Realty, the Debtor asks approval of (i) the commissions provided for in the Contract and (ii) the Contract. From the proceeds of the sale, the Debtors propose to pay at closing (i) the 2016 and pro-rata 2017 ad-valorem property taxes owed on the Property at the closing; (ii) the Release Price to Integrity Bank; (iii) other secured claim on the property, including past due HOA assessments; and (iv) the normal customary closing costs and fees. The Debtors ask the Court to waive any 14-day stay imposed by Bankruptcy Rules 6004 and 6006. A copy of the Sale Agreement and the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/1776_American_399_Sales.pdf The Brokers: Andrea Diaz TEXAS ALLY REALTY GROUP,LLC 1301 S IH , Suite 301 Austin, TX 78741 Telephone: (832) 236-6817 Facsimile: (866) 653-6139 E-mail: andream.Investments@yahoo.com W. Ross Klingberg AIM REALTY, INC. 14417 Cornerstone Village Drive Houston, TX 77014 Telephone: (281) 960-5491 Facsimile: (281) 440-4291 E-mail: ross@aimrealtymanagement.com About 1776 American Properties IV 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were signed by Jeff Fisher, director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC, serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the bankruptcy cases and no official committee of unsecured creditors has been established. 21ST CENTURY: Dignity Health Asks Court to Block Litigation Stay ---------------------------------------------------------------- Christopher Crosby, writing for Bankruptcy Law360, reports that Dignity Health, which does business as Marian Regional Medical Center, urged a New York bankruptcy court to block 21st Century Oncology Holdings Inc.'s Chapter 11 litigation stay, arguing that the move would extend protection to an affiliate that isn't a debtor in the case. According to the report, Dignity Health opposed extending the stay in a motion, arguing that it would place a 21st Century affiliate out of reach of an unrelated lawsuit without cause. 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. At the time of the filing, the Debtors estimated their assets and debt at $1 billion to $10 billion. The cases are pending before the Hon. Judge Robert D. Drain. 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. 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. 241 MAIN STREET: Taps Peter M. Iascone as Legal Counsel ------------------------------------------------------- 241 Main Street, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Peter M. Iascone & Associates, Ltd. to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation of a plan of reorganization. Iascone will charge an hourly fee of $300 for its services. The firm received a retainer of $5,000 from the Debtor. Peter Iascone, Esq., disclosed in a court filing that he and other members of his firm do not have connections with the Debtor or its creditors. The firm can be reached through: Peter M. Iascone, Esq. Peter M. Iascone & Associates, Ltd. 117 Bellevue Avenue Newport, RI 02840 Phone: (401) 848-5200 Email: piascone@aol.com About 241 Main Street Inc. 241 Main Street, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. R.I. Case No. 17-11392) on August 10, 2017. Scott Parker, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Diane Finkle presides over the case. 5 STAR INVESTMENT: Trustee Selling Mishawaka Property for $30K -------------------------------------------------------------- Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale of real estate commonly known as 727 Dale Avenue, Mishawaka, Elkhart County County, Indiana, to TD Real Estate Investments, LLC for $30,000. On the Petition Date, Debtor 5 Star Investment Group II, LLC, was the sole owner of Real Estate. The Real Estate is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016, and real estate taxes that will accrue for 2017. The Real Estate is also subject to these investor mortgages: a. A first priority mortgage in favor of Crist Nissley dated April 15, 2010. The Nissley Mortgage was recorded on April 28, 2010 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1011159. b. A second priority mortgage in favor of Freeman E. Yoder dated Jan. 9, 2013. The Yoder Mortgage was recorded on Jan. 23, 2013 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1302072. c. A third priority mortgage in favor of Monroe and Clara Borkholder dated July 2, 2013. The Borkholder Mortgage was recorded on July 18, 2013 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1321655. d. A fourth priority mortgage in favor of Amos and Susanne Graber dated Aug. 27, 2013. The Graber Mortgage was recorded on Sept. 23, 2013 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1329320. On Aug. 23, 2017, pursuant to the sole efforts of the Tiffany Group, the Trustee entered into the Purchase Agreement for the sale of the Real Estate to the Purchaser for the total purchase price of $30,000. The Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests. It also provides that any portion of the Tax Lien that represents delinquent real estate taxes, including real estate taxes that have accrued for 2014 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Lien that represents real estate taxes for 2017 will be prorated as of the date immediately prior to the date of closing. Moreover, it provides that any other special assessment liens, utilities charges, water and sewer charges, and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_Investment_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the purchase price of $30,000 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (a) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement free and clear of all liens, encumbrances, claims and interests; (b) disburse from the sale proceeds to pay (i) the costs and expenses of the sale, including the commission owed to Tiffany Group (approximately $1,500); (ii) all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Lien; and (iii) the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (c) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h) in order to allow the Trustee to timely and expeditiously consummate the proposed sale. The Purchasers can be reached at: TD REAL ESTATE INVSETMENTS, LLC c/o Daniel J. Hoober 11391 5B Road Plymouth, IN 46563 About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC") filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining Order, asset freeze and other emergency relief in the SEC Action. 5 Star Investment Group and its 10 affiliates owned by Eardl D. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the Court entered its agreed order granting the Trustee's Motion for substantive consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered order granting application to employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy estates' broker. The Trustee's attorneys: RUBIN & LEVIN, P.C. Meredith R. Theisen Deborah J. Caruso John C. Hoard James E. Rossow, Jr. Meredith R. Theisen 135 N. Pennsylvania Street, Suite 1400 Indianapolis, Indiana 46204 Tel: (317) 634-0300 Fax: (317) 263-9411 E-mail: dcaruso@rubin-levin.net johnh@rubin-levin.net jim@rubin-levin.net mtheisen@rubin-levin.net 761 DEKALB: Hires Ortiz & Ortiz as Counsel ------------------------------------------ 761 DeKlab Avenue Properties, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to employ Ortiz & Ortiz, LLP as counsel. The Debtor requires Ortiz & Ortiz to: a. perform all necessary services as the Debtor's counsel that are related to the Debtor's reorganization and the bankruptcy estate; b. assist the Debtor in protecting and preserving the estate assets during the pendency of the Chapter 11 case, including the prosecution and defense of actions and claims arising from or related to the estate and/or the Debtor's reorganization; c. prepare all documents and pleadings necessary to ensure the proper administration of its case; and d. perform all other bankruptcy-related necessary legal services. Ortiz & Ortiz will be paid at these hourly rates: Partners $450 Associates and Of Counsel $325 Paralegal $75 Ortiz & Ortiz received a retainer of $10,000. Photocopying charges are only billed to the estate when a large copying job is required, and is billed at the rate of five cents a page. Norma E. Ortiz, Esq., member of the firm Ortiz & Ortiz, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ortiz & Ortiz may be reached at: Norma E. Ortiz Ortiz & Ortiz, LLP 32-72 Steinway Street, Ste. 402 Astoria, NY 11103 Tel: (718) 522-1117 Fax (718) 596-1302 E-mail: email@ortizandortiz.com 761 Dekalb Avenue Properties, LLC, based in Brooklyn, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-43401) on June 29, 2017. The Debtor's principal assets are located at 761 Dekalb Avenue Brooklyn, NY 11216. In its petition, the Debtor listed $1 million to $10 million in assets and under $50,000 in liabilities. The petition was signed by Sadio Diallo, managing member. The Hon. Elizabeth S. Stong presides over the case. Norma E Ortiz, Esq., at Ortiz & Ortiz, serves as counsel to the Debtor. ACADIANA MANAGEMENT: CohnReznick Tapped as Financial Advisor ------------------------------------------------------------ The official committee of unsecured creditors of Acadiana Management Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire a financial advisor. The committee proposes to employ CohnReznick LLP to provide services to the company and its affiliates in connection with their Chapter 11 cases: (a) review the reasonableness of the cash collateral or debtor-in-possession arrangements as to cost to the Debtors; (b) at the request of committee's counsel, analyze and review key motions to identify strategic financial issues in the cases; (c) gain an understanding of the Debtors' corporate structure, including non-debtor entities; (d) perform a preliminary assessment of the Debtors' short-term budgets; (e) establish reporting procedures that will allow for the monitoring of the Debtors' post-petition operations and sales efforts; (f) develop and evaluate alternative sale strategies; (g) scrutinize proposed transactions, including the assumption or rejection of executory contracts; (h) identify, analyze and investigate transactions with non-debtor entities and other related parties; (i) monitor the Debtors' weekly operating results; (j) monitor the Debtors' budget to actual results on an ongoing basis for reasonableness and cost control; (k) communicate findings to the committee; (l) perform forensic accounting procedures, as directed by the committee and its counsel; (m) determine if there are potential claims against the Debtors' auditors or Board members; (n) review the nature and origin of other significant claims asserted against the Debtors; (o) investigate and analyze all potential avoidance action claims; (p) prepare preliminary dividend analyses to determine the potential return to unsecured creditors; (q) monitor the sales process (including evaluating asset purchase agreements submitted) and supplement the lists of potential buyers; and (r) assist the committee and its counsel in negotiating the key terms of a plan of reorganization or plan of liquidation. CohnReznick's normal hourly billing rates for financial advisory work range from $610 to $815 for partners and senior partners; $450 to $650 for managers, senior managers and directors; $300 to $440 for other professional staff; and $205 for paraprofessionals. As an accommodation to the committee, the firm has agreed to a blended hourly rate of $500. Clifford Zucker, a partner at CohnReznick, disclosed in a court filing that his firm does not hold or represent any adverse interest in connection with the Debtors' cases. The firm can be reached through: Clifford A. Zucker CohnReznick LLP 1301 Avenue of the Americas New York, NY 10019 Phone: 212-297-0400 About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell serves as the Debtors' bankruptcy counsel. The Debtors hired Stout Risius Ross Advisors, LLC and Stout Risius Ross, LLC as financial advisors. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ACI WORLDWIDE: Egan-Jones Lowers Sr. Unsec. Rating to BB+ --------------------------------------------------------- Egan-Jones Ratings Company, on June 20, 2017, lowered the local currency and foreign currency senior unsecured ratings on debt issued by ACI Worldwide Inc to BB+ from BBB-. ACI Worldwide provides real-time, any-to-any electronic payments solutions to financial institutions, intermediaries, merchants and billers. ACOSTA INC: Bank Debt Trades at 9% Off -------------------------------------- Participations in a syndicated loan under Acosta Inc. is a borrower traded in the secondary market at 90.56 cents-on-the-dollar during the week ended Friday, August 25, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.30 percentage points from the previous week. Acosta Inc pays 325 basis points above LIBOR to borrow under the $2.06 billion facility. The bank loan matures on Sept. 26, 2021 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended August 25. ADAM STUMP: Hires Matlat of A&G Realty to Market Romney Property ---------------------------------------------------------------- Adam V. Stump, Sr. and Zanna K. Stump ask the U.S. Bankruptcy Court for the Northern District of Virginia to authorize them to employ Mike Matlat of A&G Realty Partners as real estate marketing firm to market their assets. The Debtors have personally held farm land located in Romney, West Virginia, consisting of approximately: (i) the Home Place of 2.41 acres with residence, (ii) the neighboring 232.582 acres with farm building, (iii) the 43.558 acre "Murphy Farm," (iv) 179.125 acre near the home, (v) the 296.65 acres by the farm building, (vi) 3.39 acres by the Murphy Farm, and (vi) a remainder interest in the parent's home, not yet listed, effective as of the filing date. Mr. Matlat has already expended time and energy on this matter for his firm. The Debtors' Home Place and almost 850 acres of unimproved property, some in the flood plain, is for sale. The Firm maintains offices worldwide with general firm information available at and with said local agent. The Debtors selected the Firm because its members have extensive experience in matters relating to the marketing and sale of commercial real estate properties, with the required expertise to allow the Debtors to sell assets effectively and prudently. Said firm is authorized to perform sales services in West Virginia, and all states, and has experience in handling large asset sales of this type. The Firm is well qualified to represent the Debtors. The Debtors have negotiated a costs and contingency fee arrangement with the Firm. Under the proposed agreement, the Firm will receive 6% of any sale closed, and will receive up to $10,000 for advertising and other expenses (as approved by the Debtors) as an administrative expense. The Firm has begun assessments and the Debtors ask appointment by the Court, to be paid from gross sales. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Adam_Stump_17_Sales.pdf The Marketing Firm can be reached at: A&G REALTY PARTNERS, LLC 445 Broadhollow Road Suite 410 Melville, Nk 11747 Attn: Mike Matlat Telephone: (631) 465-9508 E-mail: mike@agrealtypartners.com Adam V. Stump, Sr. and Zanna K. Stump sought Chapter 11 protection (Bankr. N.D.W. Va. Case No. 17-00746) on July 24, 2017. The Debtors tapped John F. Wiley, Esq., at J. Frederick Wiley, PLC, as counsel. ADPT DFW: Plan Treatment of Deerfield Claims Modified ----------------------------------------------------- The Hon. Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized ADPT DFW Holdings LLC and its debtor-affiliates to modify their Chapter 11 plan of reorganization to correct certain provisions to accurately reflect the intended description and treatment of the claims of Deerfield Management Company L.P. The Debtors said the current language of the Plan inadvertently results in establishing the Deerfield Deficiency claim in the amount of $63 million, $73.5 million less than intended. Under the modified Plan, the Deerfield Secured Claims means the portions of the Deerfield Loan Claims that are Secured Claims, which shall be Allowed for all purposes under the Plan in an amount that is equal to $165.0 million less the amount of the DIP Facility Claim. The modified Plan states: "Because the Debtors owed Deerfield $228 million as of the Petition Date on account of the Deerfield Senior Debt Obligations and because the Debtors estimate that the amounts owed under the DIP Facility will total $73.5 million, the Debtors estimate that the total amount owed to Deerfield (including the amounts owed on account of the Deerfield Loan Claims and the DIP Facility Claims) will equal $301.5 million. The Debtors assert (and Deerfield and the Creditors' Committee have agreed) that, for purposes of the settlement set forth in the Plan, Deerfield's collateral is valued at $165 million (the midpoint in the HL valuation). Therefore, the Debtors estimate (and Deerfield and the Creditors' Committee have agreed) that, for purposes of the Plan, the Deerfield Deficiency Claims will equal $136.5 million. If the amount outstanding under the DIP Facility on the Effective Date of the Plan is more or less than the Debtors' estimate contained herein, the amount of the Deerfield Deficiency Claim for distribution purposes shall be recalculated accordingly." The modified Plan also provides that the Litigation Trust Agreement shall provide that the Litigation Trust proceeds shall be used to make distributions pursuant to the Litigation Trust Waterfall, as follows: first, to pay the fees and expenses of the Litigation Trust, in full; second, to pay the Deerfield Trust Repayment Distributions, if any, in full; third (the "Third Level Distributions"), to pay $12 million to holders of Allowed General Unsecured Claims, except for Deerfield on account of the Deerfield Deficiency Claims, which amounts shall be subject to the Litigation Trust Waterfall Guarantee and Subrogation; fourth, to pay $15 million to Deerfield on account of the Deerfield Deficiency Claims (and in consideration for Deerfield waiving the right to assert any unsecured Claim other than the Deerfield Deficiency Claim, including any Claim that it is entitled to superpriority status under any provision of the Bankruptcy Code, including, but not limited to, sections 364(c)(1), 503, and 507 of the Bankruptcy Code, or under the DIP Facility Order); fifth, to pay $37.5 million as follows: 50% of such amount to holders of Allowed General Unsecured Claims, except for Deerfield on account of the Deerfield Deficiency Claims, and 50% to Deerfield on account of the Deerfield Deficiency Claims (and in consideration for Deerfield waiving the right to assert any unsecured Claim other than the Deerfield Deficiency Claim, including any Claim that it is entitled to superpriority status under any provision of the Bankruptcy Code, including, but not limited to, sections 364(c)(1), 503, and 507 of the Bankruptcy Code, or under the DIP Facility Order); sixth, to pay, Pro Rata, the holders of Allowed General Unsecured Claims, including Deerfield as the holder of the Deerfield Deficiency Claims, until such Claims are paid in full, plus interest; and seventh, to pay, Pro Rata, the holders of Existing Equity Interests, with holders of Existing Preferred Equity Interests being paid in full, plus interest, ahead of holders of Existing Common Equity Interests. Holders of Allowed Subordinated Claims shall be entitled to receive distributions hereunder, as determined by the Bankruptcy Court under the relevant provisions of section 510 of the Bankruptcy Code. Pursuant to the Court's Modification Order, the deadline to return ballots to accept or reject the Plan has been extended to 5:00 p.m. (prevailing Central Time) on September 11, 2017. All other deadlines relating to the Plan (including the September 5, 2017 deadline to file objections to the Plan) shall remain in effect. The Debtors stated that no creditor or other party in interest will be prejudiced as a result of the request relief because, to the extent that any party has voted, such party will be provided with notice of the amendment and the opportunity to withdraw and recast its vote. Moreover, Deerfield Management has advised counsel for the Debtors and the Creditors' Committee that, if the Plan is not modified to provide for the intended description of the claims, Deerfield Management will withdraw its support for the Plan. According to the Debtors, if Deerfield Management withdraws its support of the Plan, they cannot proceed to confirmation. The Debtors informed Judge Jernigan that, under section 1127(a) of the Bankruptcy Code, they may modify the Plan prior to the confirmation hearing, as long as the Plan, as modified, meets the requirements of sections 1122 and 1123 of the Bankruptcy Code. Because the requested modifications merely clarify certain provisions of the Plan, the requirements of sections 1122 and 1123 are satisfied, the Debtors added. A full-text copy of the notice of modifications of the plan of reorganization is available for free at https://is.gd/zuKyhK About ADPT DFW Holdings LLC Adeptus Health LLC -- http://www.adpt.com/-- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates, including Adeptus Health, Inc., and Adeptus Health LLC, each filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No. 17-31432) on April 19, 2017, listing $798.7 million in total assets and $453.48 million in total debt as of Sept. 30, 2016. Andrew Hinkelman, their chief restructuring officer, signed the petitions. Judge Stacey G. Jernigan presides over the cases. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as special counsel; FTI Consulting, Inc., as chief restructuring officer; Houlihan Lokey, Inc., as investment banker; and Epiq Systems as claims and noticing agent. On May 1, 2017, a nine-member official unsecured creditors committee was formed in the case. The committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel. The Committee retained CohnReznick as financial advisors. On June 19, 2017, the U.S. Trustee appointed an official committee of equity security holders. The equity committee hired Winstead P.C. as legal counsel. Daniel T. McMurray has been named as Patient Care Ombudsman in the Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as medical operations advisor. AMJ PLUMBING: Taps Lozano Law Center as Legal Counsel ----------------------------------------------------- AMJ Plumbing Specialists Corp. 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 Lozano Law Center Inc. to, among other things, give legal advice regarding its duties under the Bankruptcy Code; conduct examinations of witnesses; and assist in the implementation of a bankruptcy plan. The hourly rates charged by the firm are: David Lozano, Esq. $450 Frank Alvarado, Esq. $400 Norma Aguinaga, Paralegal $125 Paraprofessionals $75 The Debtor paid the firm a retainer of $26,000 prior to the petition date. It also paid $1,717 for the filing fee. David Lozano, Esq., disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Lozano Law Center can be reached through: David Lozano, Esq. Frank Alvarado, Esq. Lozano Law Center Inc. 1900 W. Garvey Avenue South, Suite 240 West Covina, CA 91790 Phone: (626) 802-5680 Fax: (626) 209-0221 About AMJ Plumbing Headquartered in Rancho Cucamonga, California, AMJ Plumbing Specialists Corp., d/b/a AMJ Plumbing Specialists, is a commercial plumbing company that has more than 20 years of experience in the commercial plumbing field. AMJ Plumbing -- http://amjplumbingspecialists.com/-- offers a wide variety of plumbing-related new construction services including leak repairs, water heaters service, pump service, drain cleaning/jetting, backflow services, tenant improvements and sewer camera installation. The Debtor filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15717) on July 7, 2017, disclosing $1.39 million in total assets and $2.15 million in total liabilities. The petition was signed by Jose Ruvalcaba, Jr., president. Judge Meredith A. Jury presides over the case. ANGELICA CORP: Unsecured Creditors, PBGC Try to Block Plan OK ------------------------------------------------------------- Ryan Boysen, writing for Bankruptcy Law360, reports that unsecured creditors and the Pension Benefit Guaranty Corp. have objected to Angelica Corp.'s proposed Chapter 11 plan. The Unsecured Creditors and PBGC complained that a release-of-liability clause in the medical laundry and linen management the Plan is far too broad to pass muster, Law360 states. About Angelica Corp. Headquartered in Alpharetta, Georgia, Angelica Corp. is a national provider of medical laundry and linen management services, supplying approximately 3,800 healthcare providers in 25 states, including approximately 850 hospitals, 350 long-term care facilities, and 2,600 outpatient medical practices. Angelica provides its laundry and linen management services through a network of over 30 laundry plants and depots located across the nation and a fleet of over 220 delivery vehicles. It currently employs approximately 3,900 employees, roughly 69% of whom are unionized. Angelica Corp., formerly known as Angelica, Angelica Healthcare, and Angelica Image Apparel, and four of its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 17-10870) on April 3, 2017. The petitions were signed by John Makuch, interim chief financial officer. Angelica disclosed assets at $208 million and liabilities at $216.8 million as of Dec. 24, 2016. The cases are assigned to Judge James L. Garrity Jr. The Debtors tapped Weil, Gotshal & Magnes LLP as bankruptcy counsel, and Grant Thornton LLP as auditor and tax advisor. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. The committee retained Cole Schotz, PC, as bankruptcy counsel and FTI Consulting, Inc., as financial advisor. APAPIP LLC: Taps Grippaldi & Wollruch as Accountant --------------------------------------------------- APAPIP, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an accountant. The Debtor proposes to employ Grippaldi & Wollruch LLC to, among other things, analyze its financial records; evaluate its financial condition; and prepare tax returns, financial statements and monthly operating reports. The firm will charge an hourly fee of $125 for its services. Frank Grippaldi, a certified public accountant employed with Grippaldi & Wollruch, 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: Frank H. Grippaldi Grippaldi & Wollruch, LLC 383 Clifton Avenue Clifton, NJ 07011 Tel: 973-546-2050 Fax: 973-546-2350 About APAPIP LLC APAPIP, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-24696) on July 20, 2017. Vincenzo Pasqualone, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Michael B. Kaplan presides over the case. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP represents the Debtor as bankruptcy counsel. APOLLO ENERGY: No Longer Subject to DOJ Investigation ----------------------------------------------------- In March 2017, Apollo Endosurgery, Inc., was informed by the Department of Justice that it was a subject in a federal False Claims Act investigation concerning whether there had been a violation of the False Claims Act, 31 U.S.C. Section 3729 et. seq. related to the marketing of the Lap-Band System, including the web-based physician locator provided on our website Lap-Band.com, which the Company believes relate to the period before and after its acquisition in December 2013 of the obesity intervention division of Allergan, Inc. The Company has, and continues to cooperate fully with the investigation, and on Aug. 21, 2017, the Company was notified by the Department of Justice that it was no longer a subject in that investigation. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 600 million people globally, as well as other gastrointestinal disorders. Apollo's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries today. Apollo's common stock is traded on NASDAQ Global Market under the symbol "APEN". On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc., merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Apollo Endosurgery reported a net loss attributable to common stockholders of $41.16 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $36.38 million for the year ended Dec. 31, 2015. As of June 30, 2017, Apollo Endosurgery had $86.21 million in total assets, $58.11 million in total liabilities and $28.10 million in total stockholders' equity. APOLLO SOLAR: Exclusive Plan Filing Deadline Moved to Dec. 31 ------------------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has extended, at the behest of Apollo Solar, Inc., the exclusivity period for the Debtor to file its Chapter 11 Plan and Disclosure Statement until Dec. 31, 2017. As reported by the Troubled Company Reporter on Aug. 7, 2017, the Debtor sought the extension, saying that it believes and proffers that it is more likely than not that the Court will confirm its prospective Chapter 11 plan within a reasonable amount of time. As such, the Debtor intends to meet its deadline under the Bankruptcy Code to file a plan, which is Dec. 31. About Apollo Solar Headquartered at Fairfield, Connecticut, Apollo Solar, Inc., provides the residential, commercial, and remote telecom Photovoltaic (PV) markets with innovative, technologically superior electronics that have served industrial clients for decades. Apollo Solar filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case No. 17-50247) on March 7, 2017. The petition was signed by John Pfeifer, president. As of the time of the filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Julie A. Manning. Scott Charmoy, Esq., at Charmoy & Charmoy, is serving as counsel to the Debtor. Diversified Financial Solutions, PC, is serving as accountant. AREF SENNO: Sale of Chicago Property to Wildts for $500K Approved ----------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Aref and Pauline Senno to sell the real estate located at 3036 W. Irving Park Rd.., Chicago, Illinois, PIN# 13-13-326-036-0000, to C. Alan and Margaret Wildt for $500,000. A hearing on the Motion is set for Aug. 22, 2017. The sale is free and clear of all Liens. The holders of the liens, claims or interests identified will attach to the proceeds of the sale with the same force, effect, validity and priority that previously existed against the Property. The Court approved the payment of all standard closing costs out of the sale proceeds, including, without limitation, property tax prorations, title fees, transfers stamps and city inspections and the like. At the closing, the net Sale Proceeds other than the TI Funds will be tendered to the counsel for the DIP who will hold the funds in a segregated escrow account until further order of Court. The Court further approved the holdback of title indemnity funds ("TI Funds"), in the amount of 150% of the outstanding property tax redemption amount for the property, to be held by the title company for the purpose of satisfying all such redemption amounts owed on the Property. Upon completion of the redemption process by the title company, all TI funds which were not utilized to pay property taxes relating to the Property will be added by counsel for the DIP to the same segregated escrow account which holds the Sale Proceeds and will be considered part of the Sale Proceeds thereafter. The Counsel for the DIP will tender a final settlement statement or, if a final closing statement is not available, the most recent draft settlement statement to counsel for Bank of New York Mellon on the day prior to the Closing. The Counsel will tender and file a report of sale to the Court within seven days after the Closing which report will include a full and complete accounting of all financial aspects of the closing including, but not limited to, the sale price, all closing costs, all sale proceeds, and all funds related to the Title Indemnity, the parties receiving any amounts and the respective amounts receive. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. Aref Senno and Pauline Senno sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-14412) on May 8, 2017. The Debtor tapped Ben L. Schneider, Esq., at Schneider & Stone as counsel. ASHFORD HOSPITALITY: Egan-Jones Cuts Commercial Paper Rating to B ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 20, 2017 downgraded the ratings on local currency and foreign currency commercial paper issued by Ashford Hospitality Trust Inc to B from A3. Ashford Hospitality Trust is a real estate investment trust (REIT) based in Texas which focused on investing opportunistically in the hospitality industry in upper upscale, full service hotels. ATLANTIC & PACIFIC: Committee Wants Egg Producers to Return $4.4M ----------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that the unsecured creditors of the A&P supermarket chain asked the U.S. Bankruptcy Court for the Southern District of New York to claw back approximately $4.4 million from a pair of egg suppliers. The payments to CMC Food Inc. and Hillandale Farms East Inc. were made less than 90 days from A&P's July 2015 bankruptcy filing, when the company would have been legally assumed to be insolvent, Law360 relates, citing the Committee. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing joint administration of the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates under Lead Case No. 15-23007. AUTO INC: Wants Exclusive Plan Filing Deadline Moved to Oct. 20 --------------------------------------------------------------- Auto, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas to extend the time to exclusively file a plan of reorganization and disclosure statement until Oct. 20, 2017. Pursuant to 11 U.S.C. Section 1121, the Debtor has the exclusive right to file a plan for 120 days after the Petition Date. The 120 day period will expire on Aug. 25, 2017. The Debtor made this request on Aug. 24, 2017. In preparing the Debtor's plan, it has come to the Debtor's attention that a secured creditor has claimed an interest in certain vehicles the Debtor believed to be unencumbered. As a result of these new assertions, the Debtor needs additional time to accurately determine the secured nature of the creditor's claim. About Auto Inc. Auto Inc. owns a vehicle towing business, providing road side assistance to drivers in Colorado and Texas. It operates out of five locations: San Antonio, Texas, Dallas, Texas, Houston, Texas, Denver, Colorado, and Colorado Springs, Colorado. Auto Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 17-50969) on April 27, 2017. The petition was signed by Michael Stine, president. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Lena M. James presides over the case. Eric Liepins, PC, serves as counsel to the Debtor. AVAYA INC: 2nd Lien Noteholders Ad Hoc Group Objects to Disclosures ------------------------------------------------------------------- The Ad Hoc Group of Second Lien Noteholders of Avaya Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York an objection to the disclosure statement for the first amended joint Chapter 11 plan of reorganization of Avaya Inc. and its debtor affiliates. The Ad Hoc Second Lien Group submits the Amended Plan proposed in connection with the Amended Disclosure Statement is patently unconfirmable under U.S. Bankruptcy Code Section 1129, and the Amended Disclosure Statement fails to meet the requirements of Bankruptcy Code section 1125 due to its numerous informational deficiencies. The Ad Hoc Second Lien Group claims that, among others, the Amended Plan was not proposed in good faith. The Debtors' management negotiated new compensation packages at the very same time it sought the support of the members of the Ad Hoc First Lien Group -- the designated new controlling equity owners who would ultimately have to agree to those compensation packages -- on the terms of an amended plan that settles inter-debtor disputes in favor of the same first lien holders. Indeed, the self-interested "consulting agreement" for Mr. Kennedy and new employment agreement for Mr. Chirico, which both include up-front payments of millions of dollars, negotiated in the context of an exclusive plan negotiation with the Ad Hoc First Lien Group, make this prima facie evidence the Amended Plan was not proposed in good faith. In addition, the PBGC Settlement is premised on inter-debtor negotiations concerning, among other things, claims held against each other, as well as the validity of potential "controlled group" liability against Sierra, during the course of which no Debtor had independent advisors or directors and officers. Under the circumstances, the Debtors' conflicted advisors and directors and officers cannot advocate for any one Debtor because doing so would amount to a breach of their fiduciary duties to other creditors. According to the Ad Hoc Second Lien Group, the Disclosure Statement lacks adequate information: a. conspicuously absent from the Amended Disclosure Statement is any information concerning the nature, extent, and value of unencumbered assets in the Avaya Enterprise. The Debtors should further revise the Amended Disclosure Statement to provide this information on an entity-by- entity basis as required by Bankruptcy Code section 1129(a)(10). Moreover, this information should be supported by additional data in the "Valuation Analysis" provided by Centerview Partners LLC, the Debtors' investment banker. Without this information, parties cannot determine whether creditors at certain Debtors are recovering more or less than that to which they are legally entitled; b. the Amended Disclosure Statement does not contain adequate information regarding the allocation of value between and among the U.S. and foreign subsidiaries within the Avaya Enterprise. As evidenced by the Nortel bankruptcy cases, There are various allocation methodologies by which the value of a global technology company may be determined and allocated. These methodologies to determine the appropriate allocation include the percentage of revenues, percentage of employees, percentage of profits, and other indicia of value. These are further impacted by transfer pricing and ownership of intellectual property. Creditors of Avaya need this information to determine whether any proposed plan fairly distributes assets and provides a fair recovery to each class; c. the Amended Disclosure Statement provides "[d]istributions under the [Amended] Plan are premised on a waterfall model that incorporates the settlement of various drivers underlying the allocations contemplated therein." Among other things considered by the waterfall model are (a) the allocation of value among Debtor and non-Debtor entities, (b) the allowance and treatment of intercompany claims, and (c) the allocation of expenses in the Chapter 11 cases. Despite these important considerations and the substantial impact they could have on creditor recoveries, the Debtors do not provide the waterfall model and its underlying assumptions and conclusions for review or scrutiny by creditors or the Court. Indeed, the Ad Hoc Second Lien Group through its counsel requested the waterfall model, but no delivery has been forthcoming. Simply put, it is self-evident the waterfall model is of the utmost importance in providing creditors with critical information to make an informed judgment on the Amended Plan. Without visibility on how the Debtors propose to distribute value and the basis for the waterfall distribution, creditors cannot know whether the Amended Plan represents a fair resolution of these Chapter 11 cases. d. the Debtors' financial advisor must update its valuation since over four months have passed since the filing of the initial disclosure statement in early April. In addition, the valuation of the Debtors' financial advisor is largely dependent on the 'terminal value' that is assigned by them. Additional information is required on the assumptions underlying such terminal value. In addition, the Debtors' financial advisor states they "assume that the Financial Projections had been reasonably prepared in good faith" and that their Enterprise Range "assumes the Avaya Enterprise will achieve its Financial Projections in all material respects." These statements make clear that Centerview has made no independent inquiry into the financial projections that form the basis for its valuation. This makes no sense, particularly for a company that has consistently overestimated its publicly-stated forward guidance. Part of the job of a debtor's financial advisor is to determine whether the key assumptions made by the Debtors' management team are reasonable in light of historical performance and future challenges. Particularly here, when the existing Chief Executive Officer is going to leave the company, thereby no longer being accountable for its financial projections, Centerview should be required by the Court to provide its expert view on the reasonableness of the key assumptions and the risks relating to the assumptions. The Ad Hoc Group of Second Lien Noteholders is represented by: Martin J. Bienenstock, Esq. Vincent Indelicato, Esq. PROSKAUER ROSE LLP Eleven Times Square New York, NY 10036 Tel: (212) 969-3000 Fax: (212) 969-2900 A copy of the Objection is available at: http://bankrupt.com/misc/nysb17-10089-954.pdf As reported by the Troubled Company Reporter on Aug. 8, 2017, the Debtors filed a first amended plan of reorganization and accompanying disclosure statement to reduce the estimated recovery of unsecured creditors to 8.2% from 10.0%. About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. BASS PRO: Bank Debt Trades at 4% Off ------------------------------------ Participations in a syndicated loan under Bass Pro Group LLC is a borrower traded in the secondary market at 96.36 cents-on-the-dollar during the week ended Friday, August 25, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.59 percentage points from the previous week. Bass Pro pays 350 basis points above LIBOR to borrow under the $2.970 billion facility. The bank loan matures on Nov. 14, 2023 and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended August 25. BCC SANDUSKY: Trustee Taps BPSI as Property Manager --------------------------------------------------- The Chapter 11 trustee for BCC Sandusky Permanent LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire a property manager. Richard Nelson, the bankruptcy trustee, proposes to employ Business Property Specialist Inc. to manage the Debtor's commercial real property commonly known as the "Crossings of Sandusky." The firm, which conducts business as NAI Daus, has agreed to this compensation arrangement: (a) 3% of gross monthly rents; (b) Leasing Fees (new leases): Direct 4% years 1 to 5; 2% years 6 to 10, Cop-brokered – 3% years 1-5; 1.5% years 6 to 10; and (c) Leasing Fees (renewals): Direct 2% years 1 to 5; 1% years 6 to 10; Cop-brokered – 3% years 1 to 5; 1.5% years 6 to 10. Subject to prior approval of the trustee, the firm would be paid for additional services according to this fee arrangement: (a) Construction Management/Tenant Improvements: 7.5% of costs; (b) Modernization: 7.5% of Total Project Cost (c) Fire/Damage Restoration: 7.5% of Total Project Cost BPSI can be reached through: Alec Pacella Business Property Specialist Inc. 23240 Chagrin Boulevard, Suite 250 Beachwood, OH 44122 Phone: 216-831-3310 Email: info@naidaus.com About BCC Sandusky Permanent Based in Cincinnati, Ohio, BCC Sandusky Permanent LLC's business operation involves the lease of the structures and land on its real property known as the Crossings of Sandusky to the various retail-business establishments, which operate from the property. BCC Sandusky sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 17-30905) on March 30, 2017. The petition was signed by George W. Fels, co-manager. At the time of the filing, the Debtor estimated its assets and debt at $10 million to $50 million. The Chapter 11 case is assigned to Judge Mary Ann Whipple. The Debtor is represented by Steven L. Diller, Esq. and Eric R. Neumann, Esq., at Diller and Rice, LLC, and Raymond L. Beebe, Esq., at Raymond L. Beebe Co. On April 7, 2017, the Bankruptcy Court appointed NAI Daus as receiver for BCC Sandusky Permanent. The receiver hired Frost Brown Todd LLC as counsel. On July 14, 2017, by order of the court, Richard D. Nelson was appointed as Chapter 11 trustee for the Debtor. BIG ORANGE SANITATION: Whitcomb Bid for Ch. 11 Trustee Denied ------------------------------------------------------------- Judge Barbara Ellis-Monro the U.S. Bankruptcy Court for the Northern District of Georgia denied the Emergency Motion for Appointment of Chapter 11 Trustee in the bankruptcy case of Big Orange Sanitation Services, Inc. filed by Richard A. Whitcomb, as Trustee of the Richard A. Whitcomb Revocable Trust. The Court accepted the voluntary resignation of James Gregg as chief executive officer of Debtor. Mr. Gregg is prohibited from accessing the Debtor's office and trucks unless otherwise permitted by the Debtor. The Court also directed Mr. Gregg to turn over Debtor's radio presently in his possession. The Court further ordered that Amy Yarber, as the chief financial officer and the sole remaining officer of Debtor, may make all decisions on behalf of Debtor. About Big Orange Sanitation Services Big Orange Sanitation Services, Inc. is a waste management and recycling company based in Marietta, Georgia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-58598) on May 12, 2017. Amy Yarber, chief executive officer, signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. No official creditors' committee has been appointed. BODLEY INVESTMENTS: Case Summary & 3 Unsecured Creditors -------------------------------------------------------- Debtor: Bodley Investments, LLC 2065 West 154th Place North Skiatook, OK 74070 Type of Business: Investments Chapter 11 Petition Date: August 28, 2017 Case No.: 17-11722 Court: United States Bankruptcy Court Northern District of Oklahoma (Tulsa) Judge: Hon. Dana L. Rasure Debtor's Counsel: Karen Carden Walsh, Esq. RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS 502 West 6th Street Tulsa, OK 74119-1019 Tel: (918) 587-3161 Fax: (918) 587-9708 E-mail: kwalshattorney@riggsabney.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Scott Bodley, member/manager. The Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/oknb17-11722.pdf BON-TON STORES: Appoints William Tracy to Its Board of Directors ---------------------------------------------------------------- The Bon-Ton Stores, Inc. announced its Board of Directors has elected William Tracy to its Board, effective Aug. 25, 2017. Mr. Tracy will also begin his role of president and chief executive officer of The Bon-Ton Stores, Inc. on August 25 after serving as the Company's chief operating officer of Bon-Ton since July 2015. As previously disclosed, Kathryn Bufano's employment as president and chief executive officer of Bon-Ton Stores ceased at the termination date of her employment contract on Aug. 25, 2017. Ms. Bufano also resigned as a director of the Company effective Aug. 25, 2017. Debra Simon, Chairman of the Board, commented, "I am very pleased to welcome Bill as a member of our Board of Directors and I congratulate him on his new role as President and Chief Executive Officer of The Bon-Ton Stores, Inc. Bill is a proven leader with more than 40 years of retail experience, and we look forward to working with him on Bon-Ton's strategic initiatives for our long term success." Mr. Tracy previously held various management positions at Hudson's Bay Company, including executive vice president of Supply Chain, Logistics & Omni Channel Fulfillment, and Global Sourcing. Prior to that, he served as executive vice president of Supply Chain, Omni Channel Fulfillment & Information Services. He has also held the position of chief operating officer at both Fortunoff Brands LLC and Nine West Corporation, and has served in various senior leadership positions at Lord & Taylor and Abraham & Straus Department Stores. Mr. Tracy said, "I am excited about the board appointment and for the opportunity to lead Bon-Ton to success. We have a strong team in place and I look forward to continuing to drive Bon-Ton forward as we execute our growth and profit improvement strategies to improve the business and enhance shareholder value." About The Bon-Ton Stores With corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, The Bon-Ton Stores, Inc. -- http://www.bonton.com/-- operates 260 stores, which includes 9 furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. Bon-Ton Stores reported a net loss of $63.41 million on $2.60 billion of net sales for the fiscal year ended Jan. 28, 2017, compared to a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016. As of July 29, 2017, Bon-Ton Stores had $1.38 billion in total assets, $1.49 billion in total liabilities and a total shareholders' deficit of $110.93 million. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores' Corporate Family Rating to 'Caa1' from 'B3'. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. BON-TON STORES: Updated Bylaws Set Board Members at Seven --------------------------------------------------------- The Board of Directors of The Bon-Ton Stores Inc. amended and restated the Company's Bylaws, effective Aug. 22, 2017, with the following effect: Section 1-2 is amended to provide that Company may have corporate offices at places other than in Pennsylvania. Section 2-3 is amended to provide that a meeting of shareholders may be called by the Chairman of the Board, the Chief Executive Officer or the Board of Directors. Section 2-4 is updated to include the requirement of ten days' prior notice of a meeting of shareholders to consider a transaction under Section 3 of the Pennsylvania Associations Code. Section 2-8 is updated to reference internet and other means of electronic communication for meetings of shareholders. Section 3-1 is updated to provide for a Board of seven members (the current number of members), unless otherwise determined by the Board. Also, language has been added to clarify that a director may resign by providing written notice to the Company and that when a director resigns, the directors then in office, including those who are resigning, will have power to fill the vacancy. Section 3-5 is updated to include internet and electronic communication for meetings of the Board of Directors. Section 4-1 is amended to provide that any corporate officer position may be held by a person holding another corporate officer position and that officers need not be directors. Section 4-2 is amended to provide that an officer may resign by providing written notice to the Company and that an officer may be removed by the Board of Directors with or without cause. Section 4-3 is amended to provide that the Chief Executive Officer will serve as the president of the Company, and if such officer becomes incapacitated, the Chairman of the Board will serve as chief executive officer. Section 6-2 is updated to provide that required notices may be given by email and other electronic communication. The Bylaws also include certain technical, conforming, clarifying and updating changes. A full-text copy of the The amended and restated Bylaws is available for free at https://is.gd/gFxerL About The Bon-Ton Stores, Inc. With corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, The Bon-Ton Stores, Inc. -- http://www.bonton.com/-- operates 260 stores, which includes 9 furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. Bon-Ton Stores reported a net loss of $63.41 million on $2.60 billion of net sales for the fiscal year ended Jan. 28, 2017, compared to a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016. As of July 29, 2017, Bon-Ton Stores had $1.38 billion in total assets, $1.49 billion in total liabilities and a total shareholders' deficit of $110.93 million. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores' Corporate Family Rating to 'Caa1' from 'B3'. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. BORGER ENERGY: S&P Affirms 'B-' Rating on $117MM 1st Mortgage Bonds ------------------------------------------------------------------- S&P Global Ratings said that it affirmed its 'B-' rating on U.S. electricity and steam generator Borger Energy Associates L.P./Borger Funding Corp.'s (Borger) $117 million senior secured first-mortgage bonds due Dec. 31, 2022. The recovery rating is unchanged at '4', indicating S&P's expectation of average (30%-50%; rounded estimate: 35%) recovery in the event of a payment default. The outlook remains stable. In 2016, the project demonstrated stable operating performance, with high availability of about 96% and production levels for both energy and steam mostly in line with our forecast. Revenues declined about 14% year-over-year due to depressed natural gas prices, which averaged $2.26 per mil mmbtu in 2016 versus $2.44 in 2015. This unfavorable variance was offset by a reduction in expenses, driven by a combination of lower fuel prices and lower major maintenance funding requirements. As a result, the DSCR improved by 5 basis points year-over-year to 1.06x in 2016. In early spring 2017, the plant completed a planned major outage event to refurbish one of the turbine rotors. The rotor was replaced, and the plant is back in service. The maintenance event led to lower availability and capacity factors for the period, averaging about 89% and 76%, respectively. As a result, production levels for both steam and energy declined about 6%-7% compared to the same period last year. Revenues have also declined, though this is slightly offset by a recent improvement in gas prices, which have averaged $2.9 per mil mmtbu in the first six months of 2017. Major maintenance funding requirements for 2017 are higher than the previous year, as they include a significant upfront payment for the rotor replacement in addition to routine LTSA fees and expenses. The second turbine rotor will be replaced in the spring of 2018, at which time we expect a similar impact on operations, with lower availability and generation levels due to the major outage. However, major maintenance costs will be lower for the year considering that an upfront payment for the replacement was submitted in early 2017, and thus we expect DSCRs to rebound slightly at that time. S&P said, "We expect production levels to revert to historical averages beginning in 2019 and for the project to achieve a minimum DSCR of 0.81x in 2020. We anticipate the project will use about $2 million in reserves to meet its debt-service obligations from 2020 through debt maturity in 2022, when we expect coverage levels to be below 1.0x. However, we do not expect the project to deplete its liquidity sources through the debt term under our base case. "We have revised our downside scenario to commence in 2020, which is the weakest period of the forecast. Previously, we began our downside scenario in 2017 due to the significant uncertainty around the rotor replacement timing and funding. Under our revised downside scenario, the project performs in line with the 'b' category, depleting liquidity reserves by Year Three. As a result, we no longer apply a one-notch uplift based on downside resiliency, and the operations phase SACP is 'b-' compared to 'b' in our last review. However, there is no impact on the final rating. Because the operations phase SACP is already 'b-', we do not apply a one-notch reduction due to the fair structural protection assessment, and the final credit rating remains unchanged at 'B-'. "The stable outlook reflects our view that the current assumptions on gas pricing, major maintenance funding, and operational performance support the 'B-' rating as long as the project's liquidity does not significantly decline, which it does not under our base-case scenario. "A lower rating would most likely stem from a combination of factors that hurt the project's operational and financial performance. We could lower the rating if liquidity balances deteriorate such that the project cannot meet debt-service obligations before depleting reserves. This situation could occur if the plant's operational performance weakens, our assumptions for gas pricing decrease materially, or the refinery's steam offtake declines. We could also lower the rating if we lowered the rating on the parent company or the irreplaceable revenue counterparties below the rating on the project. "Although less likely, we could raise the rating if the project maintains consistent operating performance that results in a minimum DSCR of more than 1.2x, liquidity balances improve significantly and remain consistently high relative to outstanding debt throughout the forecast period, and we rate the parent company and the irreplaceable revenue counterparties above the project." BOWMAN DAIRY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Bowman Dairy Farms LLC 2270 North County Road 900 East Hagerstown, IN 47346 Type of Business: Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana. Chapter 11 Petition Date: August 27, 2017 Case No.: 17-06475 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Debtor's Counsel: Terry E. Hall, Esq. FAEGRE BAKER DANIELS LLP 300 N Meridian St Ste 2700 Indianapolis, IN 46204 Tel: 317-237-0300 E-mail: terry.hall@faegrebd.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Trent N. Bowman, member. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Beacon Credit Union $52,395 Bunge North America Trade Vendor $45,947 Cargill Animal Nutrition Trade Vendor $212,169 CNH Capital America LLC $22,727 Culy Contracting Trade Vendor $20,054 Delaval Direct Dist. Trade Vendor $37,289 DLL Finance LLC - Leasing $21,137 Elanco Animal Health Trade Vendor $37,410 Falmouth Farm Supply Inc. Trade Vendor $85,643 Furst-McNess Company Trade Vendor $14,281 Gordan Ag Group Trade Vendor $13,523 Harvest Land Co-Op Trade Vendor $560,205 PO Box 516 Richmond, IN 47375 Harvest Land Co-Op $520,835 PO Box 516 Richmond, IN 47375 Henry County Treasurer Unpaid Taxes $23,118 John Deere Financial Trade Vendor $121,901 MWI Veterinary Supply Trade Vendor $56,525 RABO Agri Finance Trade Vendor $25,319 SEMEX U.S.A. Trade Vendor $12,870 ST. Henry Bank $17,816 Stewart Seed Trade Vendor $40,790 BRONX MIDTOWN: Hires Innovative Accounting Solutions as Accountant ------------------------------------------------------------------ Bronx Midtown Locksmiths seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Innovative Accounting Solutions, LLC as accountant, nunc pro tunc to December 20, 2016. The Debtor requires the Accountants to prepare and amend its operating reports and prepare reporting as needed for plan confirmation and other work necessary in this chapter 11 case. The Accountants will be paid at these hourly rates: Partners $250 Associates $95 The Accountants will also be reimbursed for reasonable out-of-pocket expenses incurred. Yanina Karlinsky, CPA, partner of Innovative Accounting Solutions, LLC, assured the Court the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Accountants may be reached at: Yanina Karlinsky, CPA Innovative Accounting Solutions, LLC 1719 E 12th Street Brooklyn, NY 11229 Phone: (718) 336-3100 About Bronx Midtown Locksmiths Bronx Midtown Locksmiths filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13540) on December 20, 2016. Irene M. Costello, Esq., at Shipkevich, PLLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. C & S SECKERSON: Taps Lake & Cobb as Legal Counsel -------------------------------------------------- C & S Seckerson Trucking LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Lake & Cobb, P.L.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation of a plan of reorganization. The hourly rates charged by the firm are: Partners $280 - $400 Associates $185 - $275 Paralegals $150 Legal Assistants $90 - $145 Don Fletcher, Esq., and Sheryl Andrew, Esq., the attorneys who will be handling the case, will charge $330 per hour and $250 per hour, respectively. Lake & Cobb has no connections with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Don C. Fletcher, Esq. Lake & Cobb, P.L.C. 1095 W. Rio Salado Parkway, Suite 206 Tempe, AZ 85281 Phone: 602-523-3000 Fax: 602-523-3001 Email: dfletcher@lakeandcobb.com About C & S Seckerson Trucking LLC Headquartered in Phoenix, Arizona, C & S Seckerson Trucking LLC, which conducts business under the names Skytal Trucking and M & P Contracting Inc., is a privately-held company engaged in the business of renting hauling trucks. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-07799) on July 7, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Shawn Seckerson, manager. Judge Eddward P. Ballinger Jr. presides over the case. On August 3, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. CALHOUN SATELLITE: Taps Dennis Spyra as Legal Counsel ----------------------------------------------------- Calhoun Satellite Communications, Inc. and Transmission Solutions Group, Inc. seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire legal counsel in connection with their Chapter 11 cases. The Debtors propose to employ Dennis Spyra, Esq., to, among other things, give legal advice regarding their duties under the Bankruptcy Code; prepare a plan of reorganization; and advise them on matters related to the status of their secured creditors. Mr. Spyra will charge an hourly fee of $300. He received a retainer in the sum of $2,500 for his services. The proposed counsel does not represent any interest adverse to the Debtor's estate, according to court filings. Mr. Spyra can be reached through: Dennis J. Spyra, Esq. 1711 Lincoln Way White Oak, PA 15131 Phone: 412-673-5228 Email: attorneyspyra@dennisspyra.com About Calhoun Satellite Communications Calhoun Satellite Communications, Inc. operates a satellite transmission business. Meanwhile, Transmission Solutions Group, Inc. was formed solely to hold Calhoun's stock. All of Transmission's creditors hold identical claims against Calhoun. Calhoun Satellite and Transmission Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-23389) on August 22, 2017. Kevin Husband, its president, 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. CARTEL MANAGEMENT: WSL Buying Titans of Mavericks for $525K ----------------------------------------------------------- Titans of Mavericks Cartel Management, Inc. ("CMI") and Titans of Mavericks, LLC, ask the U.S. Bankruptcy Court for the Central District of California to authorize the sale of assets related to "Titans of Mavericks," including that Special Use Permit (5-Year term: 2016/2017 through 2020/2021) (Permit Number: 2016-01) ("Permit") issued to CMI by the San Mateo County Harbor District ("SMCHD"), to Association Of Surfing Professionals, LLC, doing business as World Surf League or its permitted designee ("WSL"), for $525,000. A hearing on the Motion is set for Sept. 13, 2017 at 2:00 p.m. In 2015, Griffin Guess created Titans to hold the intellectual properties and handle the actual day to day tasks related to the organization of the Titans of Mavericks surf event. Mr. Guess is the sole manager and member of Titans. CMI and Titans therefore work hand in hand to promote, organize, and host the event. CMI has no secured debt and approximately $1.232 million of general unsecured debt. Titans has no secured debt and approximately $1.532 million of general unsecured debt. The Debtors and their principal have spent in excess of $3 million developing and marketing the Titans of Mavericks brand, paying operating expenses, and obtaining the intellectual property and permits in connection with the surf event. Despite revenue growth and significant increased attention for the event, the Debtors faced operating difficulties. They were forced to file for bankruptcy protection in order to obtain a breathing spell and hope to conduct either a sale of their business and/or assets, or internally restructure their financial affairs with an infusion of new equity. Since Feb. 10, 2017, the Debtors' principal contacted marquee parties in the following five sectors: TV network groups, media and internet companies, brand and product corporations, high net-worth individuals, and professional sports leagues and teams. In total, the Debtors reached out to hundreds of parties and had direct communications with approximately 70 parties. The opportunity to acquire their assets was widely broadcast, and they therefore believe that they reasonably provided notice to the most likely candidates who would be interested in acquiring their assets. On May 3, 2017, the Debtors filed their Bid Procedures Motion which the Court approved on May 11, 2017. On May 17, 2017, they filed their First Sale Motion. Pursuant to the Bid Procedures Order, the deadline to submit a bid was May 25, 2017 and an auction was scheduled to be conducted on June 1, 2017. Four parties expressed an interest in submitting a bid to the Debtors and participating in an auction. None of those parties submitted a qualified bid under the Bid Procedures Order, but one of the parties initially proposed an alternative transaction involving a potential recapitalization of the Debtors as opposed to an asset sale. As a result, the Debtors did not conduct an auction on June 1, 2017 and the Debtors withdrew the First Sale Motion without prejudice. Additionally, two of the four parties continued to express an interest in submitting a bid for the purchase of their assets related to "Titans of Mavericks." One of the parties, WSL, submitted a purchase offer to the Debtors. After the parties engaged in negotiations regarding the terms and conditions of the sale, they entered into the Asset Purchase Agreement. Pursuant to the terms of the APA, WSL agrees to purchase from the Debtors, and the Debtors agree to sell to WSL, as-is, where-is and with all faults, all of the Purchased Assets for $525,000. Purchased Assets means those assets of the Debtors related to the Debtors' business that constitute property of their bankruptcy estates, that are expressly set forth in the APA, including all goodwill relating to such assets, as well as the retention of copies of all documents included in their data room files provided to WSL on May 17, 2017 for informational purposes only, all of which such documents constitute Non-Assumed Liabilities. The Purchased Assets specifically include, without limitation, the Permit. The Debtors ask the Court to enter a sale order no later than Sept. 14, 2017, which is the deadline required by the APA, in a form that is mutually agreed to between the parties. As a condition to WSL's obligations to close, at a public hearing to be held by the SMCHD no later than Sept. 20, 2017, the SMCHD must expressly confirm that it does not oppose the assignment and transfer of the Permit to WSL. The Purchase Price will be paid to the Debtors at the Closing. Within two business days after the Court enters the Sale Order, WSL will deposit into the Deposit Account Good Funds in the amount of $25,000 which will be applied to the obligations of Purchaser under the APA. All Liabilities of the Debtors with respect to any cure payments to be made with respect to Assumed Contracts will be paid out of the Purchase Price and not in addition to the Purchase Price. The Debtors believe that the only cure amount which will be required to be paid out of the Purchase Price (assuming the Permit constitutes an executory contract) totals $6,385. Subject to the terms and conditions of the APA, the Closing of the transactions contemplated by the APA will take place at the offices of Levene, Neale, Bender, Yoo & Brill L.L.P., 10250 Constellation Boulevard, Suite 1700, Los Angeles, California, on the date which is the later of: (i) the second business day following the date on which all conditions to Closing set forth in the APA have been satisfied or waived, or (ii) the second business day after expiration of the 14-day appeal period following entry of the Sale Order. In any event, the Closing will occur by no later than Oct. 3, 2017 unless WSL and the Debtors agree in writing to a later date. The sale of the Purchased Assets to WSL will be free and clear of any security interests, mortgages, interests (ownership, participatory or otherwise), liens, pledges, charges, encumbrances and other rights or claims of third parties. The Permit issued to CMI by the SMCHD is proposed to be assigned to WSL. The Debtors understand that the SMCHD consents to the assignment of the Permit to WSL. However, to the extent the SMCHD does not consent, the Permit may still be transferred to WSL. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Cartel_Management_121_Sales.pdf The Debtors submit that their proposed sale of their business/assets to WSL clearly comports with each of these four criteria and demonstrates that their business judgment to proceed with the sale is sound. Accordingly, the Debtors ask the Court to approve the relief sought. In order to facilitate the most expeditious sale closing possible, the Debtors request that any order granting the Motion be effective immediately upon entry by providing that the 14-day waiting periods of Bankruptcy Rule 6004(h) and 6006(d) are waived. The Purchaser: WORLD SURF LEAGUE 147 Bay Street Santa Monica, CA 90405 Attn: General Counsel and Jonathan S. Marwill, COO Facsimile: (310) 450-7257 E-mail: legal@worldsurfleague.com jsm@worldsurfleague.com About Cartel Management Cartel Management, Inc. and Titans of Mavericks, LLC -- http://www.titansofmavericks.com/-- together, promote, organize and host a sporting event in "big wave" surfing known as "Titans of Mavericks" at the Pacific Ocean surf break popularly known as "Maverick's" located near Half Moon Bay, California. Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 17-11179) on Jan. 31, 2017. The petitions were signed by Griffin Guess, president of Cartel. At the time of filing, Cartel estimated assets of less than $1 million and estimated liabilities of $1 million to $10 million. Titans estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Deborah J. Saltzman presides over the cases. The Debtors engaged David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles, California, as bankruptcy counsel. The Debtors tapped Hartford O. Brown, Esq., at Klinedinst PC, as special counsel in relation to the potential sale of their assets, and to handle disputes with Red Bull Media House North America, Inc. and other third parties. The Debtors also tapped Tyler Paetkau, Esq. of Hartnett, Smith & Paetkau to represent them on certain proceedings, including administrative proceedings before the San Mateo County Harbor District, the California Coastal Commission, the San Mateo County Planning and Building Department, and National Oceanic and Atmospheric Administration. CBAK ENERGY: Board Appoints New Secretary ----------------------------------------- On and effective Aug. 21, 2017, Mr. Yunfei Li resigned from his position as the secretary of CBAK Energy Technology, Inc. At the same time, the Board of Directors appointed Ms. Xiangyu Pei as the secretary of the Company. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc., incorporated on Oct. 4, 1999, is a holding company. The Company and its subsidiaries are principally engaged in the manufacture, commercialization and distribution of a range of standard and customized lithium ion (Li-ion) rechargeable batteries for use in an array of applications. The Company's products are sold to packing plants operated by third parties primarily for use in mobile phones and other electronic devices. The Company conducts its manufacturing activities in China. China Bank is the first China-based lithium battery company listed in the U.S., in January 2005 (NASDAQ: CBAK). The Company's subsidiaries include China BAK Asia Holdings Limited (BAK Asia), Dalian BAK Trading Co., Ltd. (Dalian BAK Trading), and Dalian BAK Power Battery Co., Ltd. (Dalian BAK Power). Dalian BAK Trading focuses on the wholesale of lithium batteries and lithium batteries' materials, import and export business, and related technology consulting services. Dalian BAK Power focuses on the development and manufacture of high-power lithium batteries. China BAK reported a net loss of US$12.65 million for the year ended Sept. 30, 2016, following net profit of $15.87 million for the year ended Sept. 30, 2015. The Company's balance sheet at June 30, 2017, showed US$103.97 million in total assets, US$86.68 million in total liabilities and US$17.29 million in total shareholders' equity. Centurion ZD CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Sept. 30, 2016. All these factors raise substantial doubt about its ability to continue as a going concern. CBAK ENERGY: Interim CFO Wenwu Wang Named to Permanent Position --------------------------------------------------------------- The Board of Directors of CBAK Energy Technology, Inc., appointed Mr. Wenwu Wang, who currently serves as the Company's interim chief financial officer, as chief financial officer of the Company on a permanent basis. Mr. Wang will continue to serve as the Company's principal accounting and financial officer. "There is no family relationship that exists between Mr. Wang and any directors or executive officers of the Company. In addition, there are no arrangements or understandings between Mr. Wang and any other persons pursuant to which he was selected as the permanent chief financial officer of the Company and there are no transactions between the Company and Mr. Wang that would require disclosure under Item 404(a) of Regulation S-K," the Company stated in a Form 8-K report filed with the Securities and Exchange Commission. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc., incorporated on Oct. 4, 1999, is a holding company. The Company and its subsidiaries are principally engaged in the manufacture, commercialization and distribution of a range of standard and customized lithium ion (Li-ion) rechargeable batteries for use in an array of applications. The Company's products are sold to packing plants operated by third parties primarily for use in mobile phones and other electronic devices. The Company conducts its manufacturing activities in China. China Bank is the first China-based lithium battery company listed in the U.S., in January 2005 (NASDAQ: CBAK). The Company's subsidiaries include China BAK Asia Holdings Limited (BAK Asia), Dalian BAK Trading Co., Ltd. (Dalian BAK Trading), and Dalian BAK Power Battery Co., Ltd. (Dalian BAK Power). Dalian BAK Trading focuses on the wholesale of lithium batteries and lithium batteries' materials, import and export business, and related technology consulting services. Dalian BAK Power focuses on the development and manufacture of high-power lithium batteries. China BAK reported a net loss of US$12.65 million for the year ended Sept. 30, 2016, following net profit of $15.87 million for the year ended Sept. 30, 2015. The Company's balance sheet at June 30, 2017, showed US$103.97 million in total assets, US$86.68 million in total liabilities and US$17.29 million in total shareholders' equity. Centurion ZD CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Sept. 30, 2016. All these factors raise substantial doubt about its ability to continue as a going concern. CENTURYLINK INC: Bank Debt Trades at 3% Off ------------------------------------------- Participations in a syndicated loan under CenturyLink Inc is a borrower traded in the secondary market at 97.32 cents-on-the-dollar during the week ended Friday, August 25, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.24 percentage points from the previous week. CenturyLink Inc pays 275 basis points above LIBOR to borrow under the $6.0 billion facility. The bank loan matures on Jan. 18, 2025 and carries Moody's Ba3 rating and Standard & Poor's BBB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended August 25. CGG HOLDING: Sr. Note Claimholders to Recoup Up to 50.5% Under Plan ------------------------------------------------------------------- CGG HOLDING (U.S.) Inc., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement dated Aug. 16, 2017, for the Debtors' joint Chapter 11 plan of reorganization. The Plan Proponents believe that the Plan, together with the Safeguard Plan, provides the best restructuring alternative available to the Company. Together, the restructuring achieves: -- a 100% recovery to Allowed General Unsecured Claims and all creditors who are unimpaired under the Plan; -- a new money infusion of up to $500 million; -- a principal reduction through an up to $150 million pay down and extension of the remaining terms of the prepetition secured funded debt; and -- deleveraging the Company's balance sheet by equitizing Approximately $1.54 billion of prepetition Senior Notes and $403.5 million in prepetition Convertible Bonds. Class 5 Senior Notes Claims and Senior Notes Accrued Interest Claims are impaired by the Plan. In each case as more fully described in the Safeguard Plan, each holder of an Allowed Senior Notes and Senior Notes Accrued Interest Claim will receive the following treatment: a. under the Safeguard Plan, (i) conversion into New CGG Shares in the context of the Rights Issue, at a price equal to the Euro equivalent of $1.75 per New CGG Share with Warrants 2, by way of set-off against the Allowed Senior Notes Claims if, and to the extent that, the backstop of the Holders of Senior Notes is called and (ii) conversion into New CGG Shares in the context of the Senior Notes Equitization at a price equal to the Euro equivalent of $3.50 per New CGG Share, in each case in accordance with and subject to the Safeguard Plan; b. each holder of an Allowed Senior Notes Accrued Interest Claim had the option to, in each case in accordance with and subject to the Safeguard Plan, (i) elect conversion of the Allowed Senior Notes Accrued Interest Claim into the New Second Lien Interest Notes in a principal amount of the holder's pro rata share of $86 million or (ii) to retain their claims, which will be repaid over 10 years from the date of the French Plan Sanction Order in accordance with the payment schedule provided for in the Safeguard Plan; and c. holders of an Allowed Senior Notes Claims will receive under the Plan rights under the guarantees of the New Second Lien Notes (if they are entitled to the New Second Lien Notes under the New Second Lien Notes Private Placement Agreement) and the New Second Lien Interest Notes granted by the Guarantor Debtors (if they have opted to receive the New Second Lien Interest Notes) in each case in accordance with and subject to the Safeguard Plan. Holders of Class 5 Claims will recover between 43.0% and 50.5%. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-11637-217.pdf As reported by the Troubled Company Reporter on Aug. 2, 2017, the Debtors filed with the Court a disclosure statement dated July 24, 2017, for the Debtors' joint Chapter 11 plan of reorganization dated July 24, 2017. Under that plan, holders of Class 6 General Unsecured Claims would be paid in full in the ordinary course of business or reinstatement. About CGG Holding (U.S.) Inc. Paris, France-based CGG Group -- http://www.cgg.com/-- provides geological, geophysical and reservoir capabilities to its broad base of customers primarily from the global oil and gas industry. Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses on seismic surveys and other techniques to help energy companies locate oil and natural-gas reserves. The company also makes geophysical equipment under the Sercel brand name. The Group has more than 50 locations worldwide, more than 30 separate data processing centers, and a workforce of more than 5,700, of whom more than 600 are solely devoted to research and development. CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the New York Stock Exchange (in the form of American Depositary Shares, NYSE: CGG). After a deal was reached key constituencies on a restructuring that will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA, the group parent company, opened a "sauvegarde" proceeding, the French equivalent of a Chapter 11 bankruptcy filing, (ii) 14 subsidiaries of CGG S.A. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii) CGG S.A filed a petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York, seeking recognition in the U.S. of the Sauvegarde as a foreign main proceeding. Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd. also commenced proceedings under the Companies' Creditors Arrangement Act in the Court of Queen's Bench of Alberta, Judicial District of Calgary in Calgary, Alberta, Canada, to seek recognition of the Chapter 11 cases in Canada. United States Bankruptcy Judge Martin Glenn oversees the Chapter 15 case. CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges (Paris) LLP for the Sauvegarde and Chapter 15 case. The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel. The company's financial advisors are Lazard and Morgan Stanley, and its restructuring advisor is AlixPartners, LLP. Lazard Freres & Co. LLC, serves as investment banker. Prime Clerk LLC is the claims agent in the Chapter 11 cases. Messier Maris & Associes and Millco Advisors, LP, is the financial advisors to the Ad Hoc Noteholder Group, and Willkie Farr & Gallagher LLP and DLA Piper UK LLP, is legal counsel to the Ad Hoc Noteholder Group. Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc Secured Lender Committee; Zolfo Cooper LLC is the restructuring advisor; and Rothschild & Co., is the investment banker. Ashurst serves as counsel to Wilmington Trust (London) Limited as successor agent to Natixis under the French Revolver. Latham & Watkins LLP, serves as counsel to Credit Suisse AG as administrative agent and collateral agent under the U.S. Revolver. Ropes & Gray LLP, serves as counsel to Wilmington Trust, National Association as administrative agent under the U.S. Term Loan. Hogan Lovells U.S. LLP serves as counsel to the Indenture Trustee in its separate capacities as indenture trustee under each of the three series of High Yield Bonds. Darrois Villey Maillot Brochier and A.M. Conseil represent JG Capital Management, in its capacity as representative of the holders of the Convertible Bonds. Orrick Herrington & Sutcliffe LLP represents counsel to DNCA. CHALMERS AUTOMOTIVE: Has Court's Nod to Use Cash Collateral ----------------------------------------------------------- The Hon. Cynthia A. Norton of the U.S. Bankruptcy Court for the Western District of Missouri has granted Chalmers Automotive, LLC, permission to use cash collateral. The parties have reached an agreement on the terms of the use of cash collateral. The Debtor is indebted to First Business Bank, Internal Revenue Service and Missouri Department of Revenue pursuant to filed liens, which hold security interests in and liens upon the Debtor's cash account receivables and inventory. The Debtor's cash, inventory, and accounts receivable constitute cash collateral. First Business Bank, the IRS and Missouri Department of Revenue claim a secured interest in cash collateral of the Debtor by virtue of liens filed on various dates. In return for the consent of First Business Bank, the IRS and Missouri Department of Revenue to the Debtor's use of the cash collateral in which First Business Bank, the IRS and Missouri Department of Revenue have a secured interest, and as adequate protection to First Business Bank, the IRS and Missouri Department of Revenue are hereby granted replacement liens in post-petition cash collateral (including cash, accounts, accounts receivable, inventory and the proceeds thereof) of the Debtor to the same extent and same priority that First Business Bank, the IRS and, Missouri Department of Revenue have valid liens on pre-petition cash collateral. The Debtor will, at all times, maintain its cash and bank account balances in the sum of at least $25,000. The Debtor agrees to pay $1,000 to the IRS on or before Aug. 20, 2017, with identical $1,000 amounts to be paid to the IRS on or before the 20th day of each succeeding month, until confirmation of the Debtor's Plan of Reorganization. To the extent the adequate protection provided to the IRS proves to not be adequate to protect the IRS against a post-petition diminution in the value of its collateral arising from the stay of action against the property under 11 U.S.C. 362, from the use, sale or lease of the property under Section 363, or from the granting of a lien under Section 364(d), within the meaning of Section 507(b), then the IRS is entitled to have its claim for any demonstrated diminution in value of its collateral allowed as a super-priority administrative expense pursuant to Section 507(b). The Debtor will make a monthly adequate protection payment of $12,474.82 to First Business Bank starting on Aug. 10, 2017, and the 10th day of each month thereafter until further order of the Court. The Debtor has no source of income other than from the operation of its businesses and the collection of its accounts. If Debtor is not permitted to use cash collateral in the ordinary course of its business, it will be unable to pay its operating and business expenses, thus effectively precluding its orderly reorganization in these Chapter 11 proceedings and causing imminent and irreparable harm to its Bankruptcy Estate. A copy of the court order is available at: http://bankrupt.com/misc/mowb17-41924-45.pdf About Chalmers Automotive Founded in 2009, Chalmers Automotive, LLC's -- https://chalmersautomotive.com/ -- line of business includes the manufacturing or assembling of complete passenger automobiles. Chalmers Automotive specializes in creating the best Luxury Custom Mercedes Benz Sprinter Van Conversions available today. In particular the Company customizes Luxury Custom Mercedes Benz Sprinter Vans to any specifications, for any purpose, while using the highest quality materials available. The Company posted gross revenue of $3.48 million for 2016 and gross revenue of $6.94 million for 2015. Chalmers Automotive LLC, based in North Kansas City, MO, filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 17-41924) on July 19, 2017. The petition was signed by Albert J. Chalmers, Jr., member. The Debtor disclosed $500,368 in assets and $2.35 million in liabilities as of the bankruptcy filing. The Hon. Cynthia A. Norton presides over the case. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., serves as bankruptcy counsel to the Debtor. CHELSEA CRAFT: Taps Morrison-Tenenbaum as Legal Counsel ------------------------------------------------------- Chelsea Craft Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Morrison-Tenenbaum, PLLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code; negotiate with creditors; and assist in the preparation of a plan of reorganization. Lawrence Morrison, Esq., the attorney who will be handling the case, will charge an hourly fee of $495. Associates and paraprofessionals will charge $350 per hour and $150 per hour, respectively. The firm received an initial retainer of $7,500, plus $1,717 for the filing fee. Mr. Morrison disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lawrence F. Morrison, Esq. Morrison-Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Phone: 212-620-0938 Email: lmorrison@m-t-law.com About Chelsea Craft Brewing Company An involuntary Chapter 7 bankruptcy petition was filed against Chelsea Craft Brewing Company, LLC (Bankr. S.D.N.Y. Case No. 17-11459) on May 25, 2017. The petitioning creditors Valerie Alexander, Bart Alexander, Joanne Perona and Barbara A. Phelps are represented by Michael T. Sucher, Esq. Judge Sean H. Lane, who presides over the case, entered an order for Relief on July 28, 2017. The Court also entered an order converting the case to Chapter 11. Chelsea Craft Brewing hired Morrison Tenenbaum, PLLC as bankruptcy counsel and Pick & Zabicki LLP as special transactions counsel. CHINA FISHERY: Deadline to File Claims Set for October 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set Oct. 10, 2017, at 5:00 p.m. (Eastern Time) as the last date and time for each person or entity to file their proofs of claim against China Fishery Group Limited (Cayman) et al. The Court also set Oct. 30, 2017, at 5:00 p.m. (Eastern Time) as the deadline for governmental units to file their claims against the Debtors. All proofs of claim must be file (i) electronically through the website of the Debtors' claims agent, Epiq Bankruptcy Solutions, LLC, at http://dm.epiq11.com/CHFor by delivering the original proof of claim form by hand, or mailing the form on or before the bar date: a) if by first-class mail: China Fishery Group Limited (Cayman) et al. Claims Processing Center c/o Epiq Bankruptcy Solutions LLC P.O. Box 4419 Beaverton, OR 97076 -- or -- b) if by hand-delivery: China Fishery Group Limited (Cayman) et al. Claims Processing Center c/o Epiq Bankruptcy Solutions LLC 10300 SW Allen Blvd. Beaverton, OR 97005 About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The cases are assigned to Judge James L. Garrity Jr. At the time of the filing, China Fishery Group estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Messrs. Kwok Yih & Chan, as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CLINE GRAIN: Clines Selling 108 Acres to Son for $770K ------------------------------------------------------ Allen L. Cline and Teresa A. Cline ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize their private sale of their piece of real estate farm land in Putnam County, Indiana which is comprised of a section of non-tillable forest land, approximately 108 acres of tillable land and their home, Farm Number 6954 3881, to Tyler Cline or his assigns for $770,247. The Individual Debtors own or have a beneficial interest in the Farm Land consisting of approximately 1,671 acres with 1,570 of those acres being tillable. The Farm Land, as the schedules filed in these cases reveal, is held in a variety of ways. Allen and Mike Cline hold most as tenants in common. They hold some, Mike and Kim Cline hold some, and all four hold some. Allen and Terri Cline are purchasing certain properties under land sale contracts with respect to which Allen and Terri Cline have equitable title and/or a beneficial interest. The Individual Debtors have decided to sell all of the Farm Land in order to service their debts and as part of their reorganization efforts. On Aug. 10, 2017, the Individuals Debtors, along with Cline Grain, Inc., New Winchester Properties, LLC, Metropolitan Life Insurance Co., and Wells Fargo Bank, National Association, filed the Agreed Entry, whereby the parties agreed to certain stipulations and conditions concerning selling all of the Farm Land. The Agreed Entry was approved by Court order on Aug. 11, 2017. In summary, the Agreed Entry allows the Individual Debtors to attempt to sell the Farm Land via private sales (i) only if the Individual Debtors hire Halderman Real Estate Services, Inc. ("HRES") to auction any and all Farm Land that the Individual Debtors are unable to sell via private sale; and (ii) only if the Farm Land's sales, whether its via private sale or public auction, are closed no later than Dec. 15, 2017. In compliance with the Agreed Entry, and on Aug. 10, 2017, the Individual Debtors filed Debtors' Motion Pursuant to Sell Farm Land by Auction Free and Clear, whereby they sought authority to sell the Farm Land via public auction. On Aug. 10, 2017, they filed their Debtor's Application to Employ Halderman Real Estate Services, Inc. as Auctioneer whereby they requested authority to hire HRES to market and conduct the auction of any Farm Land that they're unable to sell via private sales. For the Clines, a key provision in the Agreed Entry is their right to seek private sales of the Farm Land, so long as the motions seeking approval of such sales are filed no later than Aug. 23, 2017. The Sale Motion is one of the many private sale motions the Individual Debtors are filing by said deadline. The Debtors own the Property. The Debtors and the Cline family have always farmed the Mike's Property tillable acres, are farming it currently, and plan on farming it in the future. On Aug. 23, 2017, the Debtors entered into an Agreement to Purchase Real Estate whereby they agreed to sell the Property to the Purchasers for $770,247. The Purchasers are the Debtors' son and daughter-in-law. Along with the familial relationship, the Debtors and the Purchasers farm the Farm Land, including the Property, together as a family farm. In order to obtain crop input financing for 2016 and 2017 at a time when the Debtors could not because of their financial difficulties, the Purchasers and other Cline family members obtained such crop input loans. Since the Purchasers and other Cline family members are the borrowers for the crop input loans, but the Individual Debtors still own the Farm Land, an arrangement was temporarily worked out to lease such land to the Purchases and other Cline family members. This arrangement was done to satisfy the conditions of the such input loans (and later meet conditions for use of property in the estate), but was a distinction without a difference as far as the Cline family farming operations go, which have remained the same. The Debtors also lease their farm equipment to the Purchasers. And the Purchasers (because they have the input loan) are paying the Debtors to help farm. The Debtors and Purchasers will continue to farm the Farm Land, including the Property, after closing of the sale and it is anticipated the Debtors will always be jointly involved in all aspects of the Cline family farm for the foreseeable future. The Debtors will continue to live on the Property after closing. The Agreement provides that it can be assigned by the Purchasers. The provision is in the event the Purchasers' lender requires other members of the Cline family on the purchase loan. In that event, none of the relationship disclosures set forth would change. The only contingencies of sale are good title and the Purchasers seeking financing. The Purchasers are purchasing the Mike's Property "as-is," and free and clear of any liens and claims of any and every kind or nature whatsoever. The Debtors will keep the 2017 crop lease income. The closing costs to be paid by the Debtors as part of the purchase are anticipated to be approximately (if a closing occurs on Oct. 20, 2017) $6,670. The anticipated net proceeds due the estate are $763,577. The Debtors are asking that all of those funds be paid at the closing to MetLife and Wells Fargo, which have first and second mortgages on the Property. The payoff at closing will lower any post-petition interest (MetLife and Wells Fargo are over-secured). Informal marketing of the Mike's Property has occurred. Based on their informal marketing and the offers received, the Debtors believe the price being paid by the Purchasers is market value, fair and reasonable. Binding precedent appears to require an auction to be held on Nov. 15, 2017 to retain property in the face of confirmation sought under 11 U.S.C. Section 1129(b). The Debtors have concluded a better alternative is to market and sell the Farm Land by private sale to pay off (or very nearly so) all creditors. In summary, if all sales are approved and all rents collected, all secured creditors secured on real estate in the estate will be paid in full (approximately $10,000,000), all administration and sale closing costs will be paid in full (approximately $400,000), all priority claims will be paid in full (approximately $38,000) and approximately $1,700,000 will remain for payment of unsecured creditors, whose claims (although not finally determined) likely total approximately $2,500,000. The Debtors propose to pay all secured creditors secured on real estate in this estate in full (approximately $10,000,000) at the various closings proposed, with remaining funds (for administrative claims, priority claims and unsecured claims) to be held in trust pending further order of the Court. In order to sell Farm Land, the Debtors will incur capital gains taxes. In order to treat such taxes, the Debtors will be required to dismiss the case (after a Court-approved distribution of sale and other funds) and re-file a case under Chapter 12, which provides a mechanism for a family farmer to treat such taxes. These are the only mortgages, liens, charges, interests in and encumbrances on the Mike's Property: a. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 2014001703 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from Wells Fargo, but upon information and belief that amount will be, after distribution of proceeds from the sale of certain grain elevator properties, between $1,900,000 and $2,000,000, which will continue to accrue interest as well as additional attorney fees and expenses. b. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 201402096 in Montgomery County, Indiana. c. A mortgage from the Individual Debtors in favor of MetLife dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 2015000961 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from MetLife, but upon information and belief that amount is approximately $6,570,000 as of Aug. 30, 2017, and will continue to accrue interest as well as additional attorney fees and expenses. By virtue of an intercreditor agreement, Wells Fargo has subordinated its mortgages to MetLife. d. A mortgage from the Individual Debtors in favor or MetLife, dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 201501205 in Montgomery County, Indiana. e. The Indiana Department Revenue ("IDR") has filed 23 warrants in Putnam and Montgomery Counties dated from Feb. 8, 2016 to Dec. 21, 2016 against the Debtors. If validly perfected, the liens would attach to the Mike's Property. The warrant details are attached to the IDR proofs of claim filed on June 6, 2017. The IDR asserts a secured claim of $58,154. f. The Internal Revenue Service has filed four liens in Putnam and Montgomery Counties on Sept. 26, 2016 against Allen L. Cline and Teresa A. Cline only. If validly perfected, the liens would attach to all the Farm Land being sold, with the exception of the 40 acre parcel in Boone County, Indiana. The IRS lien details are attached to the IRS proof of claim filed on Feb. 1, 2017. The amounts of the lien have been substantially reduced by prior sales of vehicles in the jointly administered In Re Cline Transport, Inc. case. The Individual Debtors estimate the current balance due under the liens is $315,032. MetLife has a first priority lien on the Property, Wells Fargo has a second priority lien and the IDR liens have a third priority. The liens of the IDR and the IRS would appear to be third priority liens on the Property. Given the number of liens filed by the IDR and IRS at about the same period in time, the Debtors are not able at this point to provide an opinion on the priority of liens. They do however estimate enough funds are available from the sale of Farm Land to more than pay off any and all such liens, presuming the amounts stated as the balance for such liens is approximately correct. The Debtors submit that the sale of the Mike's Property is within their sound business judgment. They've determined that the sale of Mike's will maximize the value of their estate and is in the best interest of the estate and its creditors. The Debtors also asks that if no objections are filed or pending at the time of hearing on the Sale Motion, the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_413_Sales.pdf The Purchaser can be reached at: Tyler Cline 12161 N. Co Rd. 650 E. Roachdale, IN 46172 About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The Individual Debtors' cases would be Chapter 12 family farm cases; however, the amount of their debt exceeds the jurisdictional limit contained in 11 U.S.C. Section 109(f ) and 101(18) thus necessitating these cases being filed under Chapter 11. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court ordered the joint administration of all the Debtors' cases under Case No. 17-80004. Cline Grain, Inc. estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc. estimated between $500,000 to $1 million in assets, while New Winchester Properties listed $10 million to $50 million in assets. Both Debtors listed $1 million to $10 million in liabilities. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CLINE GRAIN: Clines Selling 60 Acres to Son for $422K ----------------------------------------------------- Allen L. Cline and Teresa A. Cline ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the private sale of their two parcels of real estate farm land in Montgomery County, Indiana, which is comprised of approximately 52 acres and 8 acres of tillable land, Farm Number 6954 7028, to Kyle Cline and Tori Cline for $422,382. The Individual Debtors own or have a beneficial interest in the Farm Land consisting of approximately 1,671 acres with 1,570 of those acres being tillable. The Farm Land, as the schedules filed in these cases reveal, is held in a variety of ways. Allen and Mike Cline hold most as tenants in common. They hold some, Mike and Kim Cline hold some, and all four hold some. Allen and Terri Cline are purchasing certain properties under land sale contracts with respect to which Allen and Terri Cline have equitable title and/or a beneficial interest. The Individual Debtors have decided to sell all of the Farm Land in order to service their debts and as part of their reorganization efforts. On Aug. 10, 2017, the Individuals Debtors, along with Cline Grain, Inc., New Winchester Properties, LLC, Metropolitan Life Insurance Co., and Wells Fargo Bank, National Association, filed the Agreed Entry, whereby the parties agreed to certain stipulations and conditions concerning selling all of the Farm Land. The Agreed Entry was approved by Court order on Aug. 11, 2017. In summary, the Agreed Entry allows the Individual Debtors to attempt to sell the Farm Land via private sales (i) only if the Individual Debtors hire Halderman Real Estate Services, Inc. ("HRES") to auction any and all Farm Land that the Individual Debtors are unable to sell via private sale; and (ii) only if the Farm Land's sales, whether its via private sale or public auction, are closed no later than Dec. 15, 2017. In compliance with the Agreed Entry, and on Aug. 10, 2017, the Individual Debtors filed Debtors' Motion Pursuant to Sell Farm Land by Auction Free and Clear, whereby they sought authority to sell the Farm Land via public auction. On Aug. 10, 2017, they filed their Debtor's Application to Employ Halderman Real Estate Services, Inc. as Auctioneer whereby they requested authority to hire HRES to market and conduct the auction of any Farm Land that they're unable to sell via private sales. For the Clines, a key provision in the Agreed Entry is their right to seek private sales of the Farm Land, so long as the motions seeking approval of such sales are filed no later than Aug. 23, 2017. The Sale Motion is one of the many private sale motions the Individual Debtors are filing by said deadline. The Debtors own the Property. The Debtors and the Cline family have always farmed the Mike's Property tillable acres, are farming it currently, and plan on farming it in the future. On Aug. 23, 2017, the Debtors entered into an Agreement to Purchase Real Estate whereby they agreed to sell the Property to the Purchasers for $422,382. The Purchasers are the Debtors' son and daughter-in-law. Along with the familial relationship, the Debtors and the Purchasers farm the Farm Land, including the Property, together as a family farm. In order to obtain crop input financing for 2016 and 2017 at a time when the Debtors could not because of their financial difficulties, the Purchasers and other Cline family members obtained such crop input loans. Since the Purchasers and other Cline family members are the borrowers for the crop input loans, but the Individual Debtors still own the Farm Land, an arrangement was temporarily worked out to lease such land to the Purchases and other Cline family members. This arrangement was done to satisfy the conditions of the such input loans (and later meet conditions for use of property in the estate), but was a distinction without a difference as far as the Cline family farming operations go, which have remained the same. The Debtors also lease their farm equipment to the Purchasers. And the Purchasers (because they have the input loan) are paying the Debtors to help farm. The Debtors and Purchasers will continue to farm the Farm Land, including the Property, after closing of the sale and it is anticipated the Debtors will always be jointly involved in all aspects of the Cline family farm for the foreseeable future. The Debtors will continue to live on the Property after closing. The Agreement provides that it can be assigned by the Purchasers. The provision is in the event the Purchasers' lender requires other members of the Cline family on the purchase loan. In that event, none of the relationship disclosures set forth would change. The only contingencies of sale are good title and the Purchasers seeking financing. The Purchasers are purchasing the Mike's Property "as-is," and free and clear of any liens and claims of any and every kind or nature whatsoever. The Debtors will keep the 2017 crop lease income. The closing costs to be paid by the Debtors as part of the purchase are anticipated to be approximately (if a closing occurs on Oct. 20, 2017) $8,242. The anticipated net proceeds due the estate are $414,140. The Debtors are asking that all of those funds be paid at the closing to MetLife and Wells Fargo, which have first and second mortgages on the Property. The payoff at closing will lower any post-petition interest (MetLife and Wells Fargo are over-secured). Informal marketing of the Mike's Property has occurred. Based on their informal marketing and the offers received, the Debtors believe the price being paid by the Purchasers is market value, fair and reasonable. Binding precedent appears to require an auction to be held on Nov. 15, 2017 to retain property in the face of confirmation sought under 11 U.S.C. Section 1129(b). The Debtors have concluded a better alternative is to market and sell the Farm Land by private sale to pay off (or very nearly so) all creditors. In summary, if all sales are approved and all rents collected, all secured creditors secured on real estate in the estate will be paid in full (approximately $10,000,000), all administration and sale closing costs will be paid in full (approximately $400,000), all priority claims will be paid in full (approximately $38,000) and approximately $1,700,000 will remain for payment of unsecured creditors, whose claims (although not finally determined) likely total approximately $2,500,000. The Debtors propose to pay all secured creditors secured on real estate in this estate in full (approximately $10,000,000) at the various closings proposed, with remaining funds (for administrative claims, priority claims and unsecured claims) to be held in trust pending further order of the Court. In order to sell Farm Land, the Debtors will incur capital gains taxes. In order to treat such taxes, the Debtors will be required to dismiss the case (after a Court-approved distribution of sale and other funds) and re-file a case under Chapter 12, which provides a mechanism for a family farmer to treat such taxes. These are the only mortgages, liens, charges, interests in and encumbrances on the Mike's Property: a. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 2014001703 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from Wells Fargo, but upon information and belief that amount will be, after distribution of proceeds from the sale of certain grain elevator properties, between $1,900,000 and $2,000,000, which will continue to accrue interest as well as additional attorney fees and expenses. b. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 201402096 in Montgomery County, Indiana. c. A mortgage from the Individual Debtors in favor of MetLife dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 2015000961 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from MetLife, but upon information and belief that amount is approximately $6,570,000 as of Aug. 30, 2017, and will continue to accrue interest as well as additional attorney fees and expenses. By virtue of an intercreditor agreement, Wells Fargo has subordinated its mortgages to MetLife. d. A mortgage from the Individual Debtors in favor or MetLife, dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 201501205 in Montgomery County, Indiana. e. The Indiana Department Revenue ("IDR") has filed 23 warrants in Putnam and Montgomery Counties dated from Feb. 8, 2016 to Dec. 21, 2016 against the Debtors. If validly perfected, the liens would attach to the Mike's Property. The warrant details are attached to the IDR proofs of claim filed on June 6, 2017. The IDR asserts a secured claim of $58,154. f. The Internal Revenue Service has filed four liens in Putnam and Montgomery Counties on Sept. 26, 2016 against Allen L. Cline and Teresa A. Cline only. If validly perfected, the liens would attach to all the Farm Land being sold, with the exception of the 40 acre parcel in Boone County, Indiana. The IRS lien details are attached to the IRS proof of claim filed on Feb. 1, 2017. The amounts of the lien have been substantially reduced by prior sales of vehicles in the jointly administered In Re Cline Transport, Inc. case. The Individual Debtors estimate the current balance due under the liens is $315,032. MetLife has a first priority lien on the Property, Wells Fargo has a second priority lien and the IDR liens have a third priority. The liens of the IDR and the IRS would appear to be third priority liens on the Property. Given the number of liens filed by the IDR and IRS at about the same period in time, the Debtors are not able at this point to provide an opinion on the priority of liens. They do however estimate enough funds are available from the sale of Farm Land to more than pay off any and all such liens, presuming the amounts stated as the balance for such liens is approximately correct. The Debtors submit that the sale of the Mike's Property is within their sound business judgment. They've determined that the sale of Mike's will maximize the value of their estate and is in the best interest of the estate and its creditors. Accordingly, the Debtors ask the Court to approve the relief sought. The Debtors also asks that if no objections are filed or pending at the time of hearing on the Sale Motion, the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_414_Sales.pdf The Purchasers can be reached at: Kyle Cline and Tori Cline 210 N. Washington St. Ladoga, IN 47954 About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The Individual Debtors' cases would be Chapter 12 family farm cases; however, the amount of their debt exceeds the jurisdictional limit contained in 11 U.S.C. Section 109(f) and 101(18) thus necessitating these cases being filed under Chapter 11. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10,2017, the Court ordered the joint administration of all the Debtors' cases under Case No. 17-80004. Cline Grain, Inc., estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc., estimated between $500,000 to $1 million in assets, while New Winchester Properties estimated $10 million to $50 million in assets. Both debtors estimated $1 million to $10 million in liabilities. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CLINE GRAIN: Clines Selling 80 Acres to Son for $627K ----------------------------------------------------- Michael B. and Kimberly A. Cline ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize their private sale of their piece of real estate farm land in Montgomery County, Indiana which is comprised of a section of non-tillable forest/creek land, approximately 80 acres of tillable land and their home, Farm Number 6954-3487, ("Mike's Property") to Michael L. Cline and Autumn L. Cline or their assigns for $626,912. The Individual Debtors own or have a beneficial interest in the Farm Land consisting of approximately 1,671 acres with 1,570 of those acres being tillable. The Farm Land, as the schedules filed in these cases reveal, is held in a variety of ways. Allen and Mike Cline hold most as tenants in common. They hold some, Mike and Kim Cline hold some, and all four hold some. Allen and Terri Cline are purchasing certain properties under land sale contracts with respect to which Allen and Terri Cline have equitable title and/or a beneficial interest. The Individual Debtors have decided to sell all of the Farm Land in order to service their debts and as part of their reorganization efforts. On Aug. 10, 2017, the Individuals Debtors, along with Cline Grain, Inc., New Winchester Properties, LLC, Metropolitan Life Insurance Co., and Wells Fargo Bank, National Association, filed the Agreed Entry, whereby the parties agreed to certain stipulations and conditions concerning selling all of the Farm Land. The Agreed Entry was approved by Court order on Aug. 11, 2017. In summary, the Agreed Entry allows the Individual Debtors to attempt to sell the Farm Land via private sales (i) only if the Individual Debtors hire Halderman Real Estate Services, Inc. ("HRES") to auction any and all Farm Land that the Individual Debtors are unable to sell via private sale; and (ii) only if the Farm Land's sales, whether its via private sale or public auction, are closed no later than Dec. 15, 2017. In compliance with the Agreed Entry, and on Aug. 10, 2017, the Individual Debtors filed Debtors' Motion Pursuant to Sell Farm Land by Auction Free and Clear, whereby they sought authority to sell the Farm Land via public auction. On Aug. 10, 2017, they filed their Debtor's Application to Employ Halderman Real Estate Services, Inc. as Auctioneer whereby they requested authority to hire HRES to market and conduct the auction of any Farm Land that they're unable to sell via private sales. For the Clines, a key provision in the Agreed Entry is their right to seek private sales of the Farm Land, so long as the motions seeking approval of such sales are filed no later than Aug. 23, 2017. The Sale Motion is one of the many private sale motions the Individual Debtors are filing by said deadline. The Debtors own the Property. The Debtors and the Cline family have always farmed the Mike's Property tillable acres, are farming it currently, and plan on farming it in the future. On Aug. 22, 2017, the Debtors entered into an Agreement to Purchase Real Estate whereby they agreed to sell the Mike's Property to the Purchasers for $626,912. The Purchasers are the Debtors' son and daughter-in-law. Along with the familial relationship, the Debtors and the Purchasers farm the Farm Land, including the Mike's Property, together as a family farm. In order to obtain crop input financing for 2016 and 2017 at a time when the Debtors could not because of their financial difficulties, the Purchasers and other Cline family members obtained such crop input loans. Since the Purchasers and other Cline family members are the borrowers for the crop input loans, but the Individual Debtors still own the Farm Land, an arrangement was temporarily worked out to lease such land to the Purchases and other Cline family members. This arrangement was done to satisfy the conditions of the such input loans (and later meet conditions for use of property in the estate), but was a distinction without a difference as far as the Cline family farming operations go, which have remained the same. The Debtors also lease their farm equipment to the Purchasers. And the Purchasers (because they have the input loan) are paying the Debtors to help farm. The Debtors and Purchasers will continue to farm the Farm Land, including the Mike's Property, after closing of the sale and it is anticipated the Debtors will always be jointly involved in all aspects of the Cline family farm for the foreseeable future. The Agreement provides that it can be assigned by the Purchasers. The provision is in the event the Purchasers' lender requires other members of the Cline family on the purchase loan. In that event, none of the relationship disclosures set forth would change. The only contingencies of sale are good title and the Purchasers seeking financing. The Purchasers are purchasing the Mike's Property "as-is," and free and clear of any liens and claims of any and every kind or nature whatsoever. The Debtors will keep the 2017 crop lease income and will continue to live on the Property after closing. The closing costs to be paid by the Debtors as part of the purchase are anticipated to be approximately (if a closing occurs on Oct. 20, 2017) $8,325. The anticipated net proceeds due the estate are $618,587. The Debtors are asking that all of those funds be paid at the closing to MetLife and Wells Fargo, which have first and second mortgages on the Property. The payoff at closing will lower any post-petition interest (MetLife and Wells Fargo are over-secured). Informal marketing of the Mike's Property has occurred. Based on their informal marketing and the offers received, the Debtors believe the price being paid by the Purchasers is market value, fair and reasonable. Binding precedent appears to require an auction to be held on Nov. 15, 2017 to retain property in the face of confirmation sought under 11 U.S.C. Section 1129(b). The Debtors have concluded a better alternative is to market and sell the Farm Land by private sale to pay off (or very nearly so) all creditors. In summary, if all sales are approved and all rents collected, all secured creditors secured on real estate in the estate will be paid in full (approximately $10,000,000), all administration and sale closing costs will be paid in full (approximately $400,000), all priority claims will be paid in full (approximately $38,000) and approximately $1,700,000 will remain for payment of unsecured creditors, whose claims (although not finally determined) likely total approximately $2,500,000. The Debtors propose to pay all secured creditors secured on real estate in this estate in full (approximately $10,000,000) at the various closings proposed, with remaining funds (for administrative claims, priority claims and unsecured claims) to be held in trust pending further order of the Court. In order to sell Farm Land, the Debtors will incur capital gains taxes. In order to treat such taxes, the Debtors will be required to dismiss the case (after a Court-approved distribution of sale and other funds) and re-file a case under Chapter 12, which provides a mechanism for a family farmer to treat such taxes. These are the only mortgages, liens, charges, interests in and encumbrances on the Mike's Property: a. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 2014001703 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from Wells Fargo, but upon information and belief that amount will be, after distribution of proceeds from the sale of certain grain elevator properties, between $1,900,000 and $2,000,000, which will continue to accrue interest as well as additional attorney fees and expenses. b. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 201402096 in Montgomery County, Indiana. c. A mortgage from the Individual Debtors in favor of MetLife dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 2015000961 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from MetLife, but upon information and belief that amount is approximately $6,570,000 as of Aug. 30, 2017, and will continue to accrue interest as well as additional attorney fees and expenses. By virtue of an intercreditor agreement, Wells Fargo has subordinated its mortgages to MetLife. d. A mortgage from the Individual Debtors in favor or MetLife, dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 201501205 in Montgomery County, Indiana. e. The Indiana Department Revenue ("IDR") has filed 23 warrants in Putnam and Montgomery Counties dated from Feb. 8, 2016 to Dec. 21, 2016 against the Debtors. If validly perfected, the liens would attach to the Mike's Property. The warrant details are attached to the IDR proofs of claim filed on June 6, 2017. The IDR asserts a secured claim of $58,154. MetLife has a first priority lien on the Property, Wells Fargo has a second priority lien and the IDR liens have a third priority. The Debtors submit that the sale of the Mike's Property is within their sound business judgment. They've determined that the sale of Mike's will maximize the value of their estate and is in the best interest of the estate and its creditors. Accordingly, the Debtors ask the Court to approve the relief sought. The Debtors also asks that if no objections are filed or pending at the time of hearing on the Sale Motion, the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_412_Sales.pdf The Purchasers can be reached at: Michael L. Cline and Autumn L. Cline 4136 S. 625 E. New Ross, IN 47968 About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The Individual Debtors' cases would be Chapter 12 family farm cases; however, the amount of their debt exceeds the jurisdictional limit contained in 11 U.S.C. Section 109(f ) and 101(18) thus necessitating these cases being filed under Chapter 11. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court ordered the joint administration of all the Debtors' cases under Case No. 17-80004. Cline Grain, Inc. estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc. estimated between $500,000 to $1 million in assets, while New Winchester Properties listed $10 million to $50 million in assets. Both Debtors listed $1 million to $10 million in liabilities. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CLINE GRAIN: Selling 1,431 Acres to US Agriculture for $9.7M ------------------------------------------------------------ Allen L. Cline and Teresa A. Cline, and Michael B. Cline and Kimberly A. Cline, ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize their private sale of parcels of real estate farm land in Montgomery and Boone and Counties, Indiana, which is comprised of approximately 1,431.2 gross acres and 1,358.2 acres of tillable land ("Remaining Farm Land") to US Agriculture, LLC for $9,676,702. The Individual Debtors own or have a beneficial interest in the Farm Land consisting of approximately 1,671 acres with 1,570 of those acres being tillable. The Farm Land, as the schedules filed in these cases reveal, is held in a variety of ways. Allen and Mike Cline hold most as tenants in common. They hold some, Mike and Kim Cline hold some, and all four hold some. Allen and Terri Cline are purchasing certain properties under land sale contracts with respect to which Allen and Terri Cline have equitable title and/or a beneficial interest. The Individual Debtors have decided to sell all of the Farm Land in order to service their debts and as part of their reorganization efforts. On Aug. 10, 2017, the Individuals Debtors, along with Cline Grain, Inc., New Winchester Properties, LLC, Metropolitan Life Insurance Co., and Wells Fargo Bank, National Association, filed the Agreed Entry, whereby the parties agreed to certain stipulations and conditions concerning selling all of the Farm Land. The Agreed Entry was approved by Court order on Aug. 11, 2017. In summary, the Agreed Entry allows the Individual Debtors to attempt to sell the Farm Land via private sales (i) only if the Individual Debtors hire Halderman Real Estate Services, Inc. ("HRES") to auction any and all Farm Land that the Individual Debtors are unable to sell via private sale; and (ii) only if the Farm Land's sales, whether its via private sale or public auction, are closed no later than Dec. 15, 2017. In compliance with the Agreed Entry, and on Aug. 10, 2017, the Individual Debtors filed Debtors' Motion Pursuant to Sell Farm Land by Auction Free and Clear, whereby they sought authority to sell the Farm Land via public auction. On Aug. 10, 2017, they filed their Debtor's Application to Employ Halderman Real Estate Services, Inc. as Auctioneer whereby they requested authority to hire HRES to market and conduct the auction of any Farm Land that they're unable to sell via private sales. For the Clines, a key provision in the Agreed Entry is their right to seek private sales of the Farm Land, so long as the motions seeking approval of such sales are filed no later than Aug. 23, 2017. The Sale Motion is one of the many private sale motions the Individual Debtors are filing by said deadline. After completion of sales to Cline family members of Mike's, Allen's and Arnold's farms by companion motions, and after completion of the 1031 Exchange, the Debtors are left with the Remaining Farm Land. The Debtors and the Cline family have always farmed Remaining Farm Land tillable acres, are farming it currently and plan on farming it in the future. On Aug. 23, 2017, the Debtors entered into an Agreement to Purchase Real Estate whereby they agreed to sell Remaining Farm Land to the Purchaser for $9,676,702. As previously disclosed, an owner of the Purchaser is the president of HRES, the proposed auctioneer in the case. If the proposed private sales close as contemplated and the companion motions, an auction to be held on Nov. 15, 2017 will not occur. Because it is an auction, the proceeds received for Remaining Farm Land could also be less than the Purchase Price. The Debtors have concluded a better alternative is to market and sell the Farm Ground by private sale to pay off (or very nearly so) all creditors. It is submitted that the price received for Remaining Farm Land is comparable to if not equal to any arms-length transaction for Remaining Farm Land, including what would be received at auction, less the costs of the auction. The Debtors and other family members will continue to farm the Remaining Farm Land after closing for the foreseeable future. The only contingencies of sale are title, survey, environmental, review of soil and water samples, execution of new lease with Cline family member and investment approval by the Purchaser's board. The Purchaser is purchasing Remaining Farm Land "as-is," and free and clear of any liens and claims of any and every kind or nature whatsoever. The Debtors will keep the 2017 crop lease income. The closing costs to be paid by the Debtors as part of the purchase are anticipated to be approximately (if a closing occurs on Oct. 20, 2017) $140,266. The anticipated net proceeds due the estate are $9,536,436. The Debtors are asking that all of those funds be paid at the closing to MetLife and Wells Fargo, which have first and second mortgages on Remaining Farm Land. Payoff at closing will lower any post-petition interest (MetLife and Wells Fargo are over-secured). As part of the sale to Purchaser, the Clines must complete a 1031 exchange of the Bamish Property that they already agreed to do prior to the Petition Date. The Bamish property is farm land being purchased by Allen and Teresa Cline on land contract from Everett Bamish, and the Clines have substantial equity in the real estate. The equity in the real estate will inure to the benefit of creditors of the Clines' bankruptcy estates. The Bamish land contract was entered into on June 12, 2008, and is scheduled to be completed on April 10, 2019 pursuant to its terms. The balance due on the Bamish contact is $1,065,000 according to the proof of claim filed by Bamish, (the Debtors believe the claim should be reduced by $70,000 based on a loan they provided to Bamish). The Bamish real estate consists of 319 acres more or less in Montgomery and 40 acres more or less in Boone County, Indiana and the value thereof is approximately $2,557,749, which leaves considerable equity for the estate past the liens of Bamish and even the IRS and IDR. Prior to the Petition Date, the Clines entered in to and closed on a purchase agreement with Larry and Violet Hackett for the sale of certain farm land. The terms of that purchase agreement provide in part that at the end of the Bamish Contract, the Clines and Hacketts would exchange properties as follows ("1031 Exchange"): the Clines trade 319 Bamish Montgomery County acres to the Hacketts ("Bamish Trade Land"); and the Hacketts trade certain 369 acres back to the Clines ("Hackett Trade Land"). As part of the Hackett Contract, all costs of closing are the responsibility of the Debtors. The 1031 Exchange closing will occur at the closing on the Remaining Farm Land, whereupon the Hackett Trade Land will be immediately transferred to the Purchaser. There are no contingencies of the 1031 Exchange; however, pursuant to the Hackett Contract, if the 1031 Exchange does not occur, the Debtors will incur liquidated damages of $50,000. As part of the 1031 Exchange, the Debtors ask authority to trade the Bamish Trade Land to the Hacketts free and clear of all liens; and the Hacketts will be required to trade their land to the Debtors free and clear of all liens, whereupon it will be immediately transferred to the Purchaser. At closing, after the 1031 Exchange occurs, no lien will attach to the Hackett Trade Land prior to the Debtors selling it to the Purchaser. In summary, if all sales are approved and all rents collected, all secured creditors secured on real estate in the estate will be paid in full (approximately $10,000,000), all administration and sale closing costs will be paid in full (approximately $400,000), all priority claims will be paid in full (approximately $38,000) and approximately $1,700,000 will remain for payment of unsecured creditors, whose claims (although not finally determined) likely total approximately $2,500,000. The Debtors are asking to pay all secured creditors secured on real estate in the estate in full (approximately $10,000,000) at the various closings, with remaining funds (for administrative claims, priority claims and unsecured claims) to be held in trust pending further order of the Court. In order to sell Farm Land, the Debtors will incur capital gains taxes. In order to treat such taxes, the Debtors will be required to dismiss the case (after a Court-approved distribution of sale and other funds) and re-file a case under Chapter 12, which provides a mechanism for a family farmer to treat such taxes. These are the only mortgages, liens, charges, interests in and encumbrances on Remaining Farm Land: a. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 2014001703 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from Wells Fargo, but upon information and belief that amount will be, after distribution of proceeds from the sale of certain grain elevator properties, between $1,900,000 and $2,000,000, which will continue to accrue interest as well as additional attorney fees and expenses. b. A mortgage from the Individual Debtors in favor or Wells Fargo, dated March 27, 2014 and filed on May 5, 2014, and recorded in Instrument No. 201402096 in Montgomery County, Indiana. c. A mortgage from the Individual Debtors in favor of MetLife dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 2015000961 in Putnam County, Indiana. The Individual Debtors do not have a payoff amount from MetLife, but upon information and belief that amount is approximately $6,570,000 as of August 30, 2017, and will continue to accrue interest as well as additional attorney fees and expenses. By virtue of an intercreditor agreement, Wells Fargo has subordinated its mortgages to MetLife. d. A mortgage from the Individual Debtors in favor or MetLife, dated March 4, 2015 and filed on March 5, 2015, and recorded in Instrument No. 201501205 in Montgomery County, Indiana. e. Putnam and Montgomery Counties dated from Feb. 8, 2016 to Dec. 21, 2016 against the Debtors. If validly perfected, the liens would attach to Remaining Farm Land The warrant details are attached to the Indiana Department Revenue ("IDR") proofs of claim filed on June 6, 2017. The IDR asserts a secured claim of $58,154. f. The Internal Revenue Service has filed four liens in Putnam and Montgomery Counties on Sept. 26, 2016 against Allen L. Cline and Teresa A. Cline only. If validly perfected, the liens would attach to all the Farm Land being sold, with the exception of the 40 acre parcel in Boone County, Indiana. The IRS lien details are attached to the IRS proof of claim filed on Feb. 1, 2017. The amounts of the lien have been substantially reduced by prior sales of vehicles in the jointly administered In Re Cline Transport, Inc. case. The Individual Debtors estimate the current balance due under the liens is $315,032. g. Everett L. Bamish is the vendor on approximately 40 acres of the Farm Land in Boone County, Indiana and 319.55 acres of the farm land in Montgomery County, Indiana; and Allen L. Cline and Teresa A. Cline are the buyers. h. Mr. Bamish's lender, Fountain Trust Co. has filed a mortgage and an assignment of the land contract on Bamish Collateral. The mortgage was filed on Oct. 5, 2012 in Montgomery County, Indiana as Instrument No. 201205768. The assignment was filed on Oct. 5, 2012 in Montgomery County, Indiana as Instrument No. 201205769. The mortgage and assignment appear to secure a loan of $564,000 and that is the maximum amount of the mortgage. Any amounts owed to Fountain Trust Company are included in and not in addition to the remaining balance due Everett Bamish on the land contract. MetLife has a first priority lien on Remaining Farm Land. Wells Fargo has a second priority lien on Remaining Farm Land (except for the farms called "Purcell" and "Jerry Smith Farm"). The IDR/IRS liens have a third priority. Bamish/Fountain Trust have a first priority lien on the Bamish Collateral only. The liens of the IDR and the IRS would appear to be third priority liens on the Remaining Farm Land. Given the number of liens filed by the IDR and IRS at about the same period in time, the Debtors are not able at this point to provide an opinion on the priority of liens. The Debtors do however estimate enough funds are available from the sale of Farm Land to more than pay off any and all such liens, presuming the amounts stated as the balance for such liens is approximately correct. The Debtors submit that the sale of the Remaining Farm Land is within their sound business judgment. They've determined that the sale of the Remaining Farm Land will maximize the value of their estate and is in the best interest of the estate and its creditors. Accordingly, they ask the Court to approve the relief sought. The Debtors ask that if no objections are filed or pending at the time of hearing on the Motion, the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_415_Sales.pdf The Purchaser: US AGRICULTURE, LLC David C. Martin Director - Asset Management 10333 North Meridian St., Ste 425 Indianapolis, ID 46290 Telephone: (317) 708-8970 Facsimile: (317) 571-3416 E-mail: david.martin@usagriculture.com The Purchaser is represented by: Gary L. Chapman, Esq. BOSE, MCKINNEY & EVANS LLP Suite 2700 111 Monument Circle Indianapolis, IN 46204 Telephone: (317) 684-5187 Facsimile: (317) 223-0187 E-mail: gchapman@boselaw.com MetroLife can be reached at: METROPOLITAN LIFE INSURANCE CO. 10801 Maslin Blvd., Suite 930 Overland Park, KS 66210-1677 Wells Fargo can be reached at: WELLS FARGO BANK, N.A. 730 2nd Avenue S., Suite 1000 Minneapolis, MN 55479-0001 Bamish can be reached at: Everett Bamish ESTATE OF CAROLYN BAMISH ESTATE OF MARY E. BAMISH 10664 E 450 S New Ross, IN 47968-8043 The IDR can be reached at: INDIANA DEPARTMENT OF REVENUE Attn: Commissioner Adam J. Krupp Indiana Government Center North 100 N. Senate Ave., N-105 Indianapolis, IN 46204 The IRS can be reached at: INTERNAL REVENUE SERVICE P.O. Box 7346 Philadelphia, PA 19101-7346 About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The Individual Debtors' cases would be Chapter 12 family farm cases; however, the amount of their debt exceeds the jurisdictional limit contained in 11 U.S.C. Section 109(f ) and 101(18) thus necessitating these cases being filed under Chapter 11. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court ordered the joint administration of all the Debtors' cases under Case No. 17-80004. Cline Grain, Inc. estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc. estimated between $500,000 to $1 million in assets, while New Winchester Properties listed $10 million to $50 million in assets. Both Debtors listed $1 million to $10 million in liabilities. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. COLONIAL PENNIMAN: May Use Easement for Sale of Property -------------------------------------------------------- The case captioned COLONIAL PENNIMAN, LLC, Plaintiff, v. JOHN WILLIAMS, MAXINE WILLIAMS, EVB, SUCCESSOR BY MERGER TO VIRGINIA COMPANY BANK, MARK C. HANNA, TRUSTEE, CONWAY H. SHIELD, III, TRUSTEE, Defendants, No. APN 17-05003-FJS (Bankr. E.D. Va.) came for trial on June 28, 2017, on the complaint filed on Jan 25, 2017, by Colonial Penniman, LLC. The Complaint seeks both injunctive and declaratory relief against defendants John Williams; Maxine Williams; EVB, successor by Merger to Virginia Company Bank; and Mark C. Hanna and Conway H. Shield, III, trustees. The Complaint relates to an ongoing dispute between Colonial Penniman and John and Maxine Williams, who own property neighboring the property of the Debtor, with respect to an easement. Upon thorough analysis, Judge Frank J. Santoro of the U.S. Bankruptcy Court for the Eastern District of Virginia determined that the requested relief should be granted in part and denied in part. The Complaint makes a number of allegations regarding the actions of the Williamses. The dispute between the Debtor and the Williamses arises from an alleged disagreement regarding the scope of an easement, which is a tree-lined gravel strip of land that runs across the Williamses' property, located at 2497 Manion Drive, Williamsburg, Virginia, and onto the Debtor's 8.42 acre parcel, which the Debtor seeks to sell. According to the Debtor, the Williamses have undertaken numerous actions to frustrate the sale of the Property. Amongst the Debtor's concerns is the Williamses' construction of barriers across the Easement, which first consisted of a rope and chain barrier and "no trespassing" sign, which was later replaced with a "16' farm gate" across the Easement. The Debtor alleges that these barriers have discouraged buyers from purchasing the Property. Having considered the arguments and evidence in this matter, the Court concludes that, while the Williamses' speech regarding their interpretation of the Easement will not be enjoined, they shall be enjoined from maintaining the Gate or any barrier across the Easement for the pendency of the Debtor's bankruptcy case. The Court further concludes that the Debtor and its reasonable invitees may use the Easement for subdivision, sale, and development of the Property, so long as such uses do not overburden the Easement. However, the Court declines to issue declaratory relief as to the scope of the Easement with respect to subsequent purchasers of the Property who are not before the Court. Finally, the Court concludes that neither Virginia law nor the Deed of Easement obligates the Debtor to construct additional points of access to the Property. As to the other relief requested, the Court lacks jurisdiction to entertain those matters. A full-text copy of Judge Santoro's Memorandum Opinion dated August 18, 2017, is available at https://is.gd/NpttlM from Leagle.com. Colonial Penniman, LLC, Plaintiff, represented by W. Greer McCreedy, II, The McCreedy Law Group, PLLC. Maxine Williams, Defendant, represented by Paul A. Driscoll -- paul@zemanianlaw.com -- Zemanian Law Group, Peter G. Zemanian -- pete@zemanianlaw.com -- Zemanian Law Group. EVB, Successor by Merger to Virginia Company Bank, Defendant, represented by Kimberly A. Taylor, Kepley Broscious & Biggs, PLC. Headquartered in Williamsburg, VA, Colonial Penniman, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 16-50394) on March 24, 2016, with estimated assets of $1 million to $10 million and estimated liabilities at $1 million to $10 million. The petition was signed by C. Lewis Waltrip, II, Trustee, manager. COLONNADE ACQUISITIONS: Condo Units Up for Auction Sept. 19 ----------------------------------------------------------- Colonnade Acquisitions, LLC, and Grand Regency Resorts, LLC, both Missouri limited liability companies, have been declared in default under a promissory note described in and secured by a certain deed of trust, dated July 22, 2015. At the request of the legal holder of the promissory note, Centre Trustee Corp., as successor trustee, will on September 19, 2017, at 10:00 a.m., at the North Front Door of the Taney County Courthouse in the City of Forsyth, Missouri, sell at public venue to the highest bidder for cash certain units of the Grand Regency Resort at Thousand Hills Condominium and the Final Plat The Colonnade Resort Condominium, both in Taney County, Missouri. The Assets to be sold are: Parcel 1: Tract I: All of Units 111A, 111B, 112, 113A, 113B, 121A, 121B, 122, 123A, 123B, 131A, 131B, 132, 133A, 133B, 141A, 141B, 142, 143A, 143B, of "Grand Regency Resort at Thousand Hills Condominium" Tract II: All of Units 211E, 211F, 212A, 212B, 213A, 213B, 221E, 221F, 222A, 222B, 223A, 223B, 231E, 231F, 232A, 232B, 233A, 233B, 241E, 241F, 242A, 242B, 243A, 243B, of "Grand Regency Resort at Thousand hills Condominium" Tract III: All of Lot 6A of Thousand Hills 1st Addition, a subdivision in Taney County, Missouri Parcel 2: Units 101, 103, 105, 107, 109, 111, 113, 201 through 220, 223 through 232, 301 through 320, 322, 323, 324, 325, 329, 330, 423 through 432, 501 through 532, of The Colonnade Resort Condominium, a condominium in Taney County, Missouri; and Units 403, 404, 409, 410, 415, 416, 420 and 421 of The Colonnade Resort Condominium Parcel 4: Lot 3 of Oak Creek Subdivision, a subdivision in Taney County, Missouri The Successor Trustee may be reached at: Janet R. Crews Centre Trustee Corp. 600 Washington Avenue - 15th Floor St. Louis, MO 63101-1313 Tel: 314-231-3332 Fax: 314-241-7604 COLONNADE ACQUISITIONS: Inventory to Be Sold at Sept. 19 Auction ---------------------------------------------------------------- GreenLake Real Estate Fund, LLC will sell all Assets, Inventory, Accounts, Equipment, General Intangibles and Fixtures owned by Colonnade Acquisitions, LLC and Grand Regency Resorts, LLC, including but not limited to all goods which are used in connection with the ownership, management or operation of the Property or the Improvements or are located on the Property. The assets may be sold to the highest qualified bidder in public on September 19, 2017, at 10:00 a.m., at North Front Door, Taney County Courthouse, City of Forsyth, Missouri. GreenLake Real Estate Fund may be reached through: Keith Price Sandberg Phoenix & von Gontard, P.C. 600 Washington Ave., 15th Floor St. Louis, MO 63101 Tel: (314) 231-3332 CONIFER VETERINARY: Taps Buechler & Garber as Legal Counsel ----------------------------------------------------------- Conifer Veterinary Hospital Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire legal counsel. The Debtor proposes to employ Buechler & Garber LLC to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Kenneth Buechler $350 Aaron Garber $350 Michael Guyerson $350 Jonathan Dickey $200 Paralegals $105 The firm received a retainer from the Debtor in the sum of $15,000. Kenneth Buechler, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Buechler & Garber can be reached through: Kenneth J. Buechler, Esq. Buechler & Garber LLC 999 18th Street, Suite 1230-S Denver, CO 80202 Tel: 720-381-0045 Fax: 720-381-0382 Email: ken@BandGlawoffice.com About Conifer Veterinary Hospital Inc. Privately-held Conifer Veterinary Hospital Inc. owns an animal hospital at 10903 U.S. Highway 285, Conifer, Colorado. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-17810) on August 22, 2017. David Palmini, president, signed the petition. At the time of the filing, the Debtor disclosed $1.41 million in assets and $904,805 in liabilities. Judge Michael E. Romero presides over the case. CONSTELLATION ENTERPRISES: Panel Wants Pact Rejection Reversed -------------------------------------------------------------- Jeff Montgomery, writing for Bankruptcy Law360, reports that the official committee of unsecured creditors of Constellation Enterprises LLC urged a federal judge to reverse a bankruptcy court's rejection of the Debtor's structured dismissal settlement, saying the decision wrongly relied on the U.S. Supreme Court's recent Jevic decision. The high court's reversal in Czyzewski v. Jevic Holding Corp. does not fit the Debtor's facts, the report states, citing the counsel for the Committee. The report quoted the Committee as saying, "There is no [bankruptcy] code-based priority scheme for non-estate assets." About Constellation Enterprises Constellation Enterprises LLC, through its subsidiaries, manufactures custom engineered metal components for various end markets such as rail transportation, oil and gas, general industrial, nuclear, aerospace, and small gas engine markets. The company was incorporated in 1996 and is based in Caldwell, Texas. Constellation Enterprises LLC and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on May 16, 2016. William Lowry, chief financial officer, signed the petitions. Constellation Enterprises estimated assets between $1 million and $10 million and debt between $100 million and $500 million. Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L. Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Conway Mackenzie Management Services LLC is the Debtors' crisis management & restructuring services provider. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing agent. CRYSTAL LAKE GOLF: Wants to Use Cash Collateral Until Sept. 30 -------------------------------------------------------------- Crystal Lake Golf Club, LLC, and Crystal Lake Open Space, Inc., seek permission from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral of the secured lenders, Pentucket Bank, and the Internal Revenue Service, until Sept. 30, 2017. The Debtor wants to use all proceeds generated through the Debtor's ownership and operation of the Golf Club, including all postpetition collections of memberships, greens fees, rentals, and other income, in the operation of the Golf Club. To maintain the viability of its business, the Debtor must pay the costs of maintaining, preserving and operating not only it business, but the property upon which it operates as well. These costs include, but are not limited to fertilizer, fuel, utilities, insurance, repairs and maintenance, landscaping, wages, taxes, legal and accounting fees, and other costs of operating the Golf Club. In addition, the Debtor must also pay adequate protection to Pentucket and the IRS. In order to meet these obligations and avoid disruption of the Golf Club, the Debtor will need to utilize the proceeds generated through the operation of its business and the membership income. Unless the Debtor is authorized to use cash collateral, the Debtor will be unable to continue business operations and perform its obligations to Pentucket and the IRS, the Debtor's employees, and vendors. This will result in all parties suffering significant harm and irreparable economic loss. The Debtor proposes to continue to pay monthly principal and interest payments in the amount of $10,818 to Pentucket and $2,700 to the IRS, plus an amount for real estate taxes sufficient to keep the post-petition real estate taxes current the period covered by the proposed budget. In addition to the proposed Adequate Protection Payments, the Debtor proposes, as additional adequate protection for any diminution in the value of Pentucket's and the IRS's prepetition collateral resulting from the Debtor's post-petition use of Pentucket's and the IRS's cash collateral, that Pentucket and the IRS be granted post-petition replacement liens in those assets generated in the postpetition period that would have, absent the Chapter 11 filing, constituted collateral subject to Pentucket's and the IRS's prepetition liens and security interests, which Post-petition Liens will have the same priority as Pentucket's and the IRS's prepetition liens. A copy of the Debtors' motion is available at: http://bankrupt.com/misc/mab16-41324-174.pdf About Crystal Lake Golf Club Crystal Lake Golf Club, LLC, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-41324) on July 27, 2016. The petition was signed by Michael J. Maroney, managing member. The case is assigned to Judge Christopher J. Panos. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. The Debtor's counsel is Richard A. Mestone, Esq., at Mestone & Associates LLC, and its accountant is Jeffrey M. Dennis, CPA. CRZ PHOENIX I: Foreclosure Auction of Office Tower on Sept. 5 ------------------------------------------------------------- The property of CRZ Phoenix I LLC, a Delaware limited liability company, will be sold at public auction to the highest bidder at the main entrance of the Superior Court Building, 201 W. Jefferson, Phoenix, AZ 85003 on Sept. 5, 2017, at 11:30 a.m. The property is located at 201 North Central Avenue Phoenix, AZ 85004. Proceeds of the sale will be used to pay debt in the original principal balance of $198,500,000 owed to U.S. Bank National Association, as Trustee for the registered holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1. Michelle Ghidotti-Gonsalves, as trustee, will conduct the sale. CRZ Phoenix may be reached at: CRZ Phoenix I LLC c/o Hyperion Brookfield Asset Management Inc. Three World Financial Center 10th Floor New York, NY 10281-1010 U.S. Bank may be reached at: U.S. Bank National Association as Trustee for the registered holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1 c/o C-III Asset Management LLC 5221 N. O'Connor Blvd., Suite 600 Irving, TX 75039 Ms. Ghidotti-Gonsalves may be reached at: Michelle Ghidotti-Gonsalves Attorney at Law c/o Assured Lender Services, Inc. 2552 Walnut Avenue, Suite 100 Tustin, CA 92780 DANCING WATERS: Gaines Buying Governor's Point Property for $7M --------------------------------------------------------------- Dancing Waters, LLC, Governor's Point Development Co., Pleasant Bay Properties & Associates, LP, Pleasant Road Partners, LP ("Entity Debtors"), and Carl Roger Sahlin, ask the the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of their 125-acre of undeveloped residential site located on the Washington coastline approximately six miles south of Bellingham ("Governor's Point Property") to Don and Pam Gaines Family Trust for $6,800,000. A hearing on the Motion is set for Sept. 8, 2017 at 9:30 a.m. The objection deadline is Sept. 5, 2017. Each of the Debtors owns undivided partial interests in the Governor's Point Property. The Governor's Point Property has 9,500 feet of marine shoreline frontage on Chuckanut, Samish and Pleasant Bays in the Salish Sea. A map of the Governor's Point Property showing the Debtors' ownership interests and a legal description of the Property were previously submitted. Each of Entity Debtors is owned in varying percentages by Debtor Sahlin or other members of the Sahlin family. Prior to the Petition Date, the Debtors employed Cushman & Wakefield of San Diego, Inc. and Commerce Real Estate Solutions, LLC ("CRES") to assist them with the marketing and sale of the Property. In addition to the marketing efforts of C&W of San Diego and CRES, the Debtors engaged TEN-X to provide additional exposure for the Property. As of the Petition Date, Heritage Bank held first- and second-position deeds of trust against each of the parcels comprising the Property, to secure two loans previously made to Sahlin totaling approximately $3.2 million as of the Petition Date. Two other creditors hold secured claims against the Debtors -- Miller Nash Graham & Dunn LLP ("MNGD") filed a proof of claim in the amount of $256,654, secured by a deed of trust encumbering one 20-acre parcel of the Property that is junior to the deeds of trust in favor of Heritage. TENMTR, LLC filed a proof of claim in the amount of $840,602, which is secured by a deed of trust encumbering each of the parcels comprising the Property, junior to the deeds of trust held by Heritage and MNGD. In July 2016, the Debtors entered into a financing transaction with Copper Leaf, LLC. Pursuant to the Financing Transaction, Copper Leaf acquired Heritage's notes and deeds of trust, extended the maturity date 15 months, and advanced additional funds to the Debtors to pay outstanding real property taxes and administrative expense claims. MNGD agreed to reduce its claim to $100,000, of which $50,000 was paid at the closing of the Financing Transaction, and TENMTR retained its deed of trust subordinate to Copper Leaf and MNGD. Amounts due under the Financing Transaction would be due on Nov. 22, 2017. The Court approved the Financing Transaction by order entered Aug. 22, 2016. The Property has been extensively marketed. It was marketed for almost a year prior to bankruptcy, and was marketed for some months following the Petition Date during the summer of 2015. It was marketed further and through different channels in connection with the 2015 auction process. It was off the market during the time it was under contract to Land Baron and Co., but was again marketed in the summer of 2016, eventually resulting in the proposed sale to Madrona Bay Real Estate Investments, LLC. It was off the market again for approximately six months while the Property was under contract to Madrona Bay. The Debtors have now negotiated a sale of the Property to the Buyer pursuant to the terms of a Real Estate Purchase and Sale Agreement. They aggressively marketed the Property after the Madrona Bay transaction failed. Because the financing with Copper Leaf matures in November 2017, the Debtors have a limited time in which to close a sale of the Property. Under the circumstances, the Debtors believe that the PSA reflects a market price for the Property. The material terms of the Sale are: a. Purchase price: $6,800,000, all cash at closing. b. Earnest money: $1,000,000 cash, already in escrow, to be applied against purchase price. c. Due diligence; Closing: 30-day due diligence period commencing upon court approval of the Sale, closing five business days following expiration or waiver of due diligence contingency. The Debtors' confirmed plan anticipates this Sale. Although the plan was based upon the failed Madrona Bay sale transaction, the plan nevertheless was largely based upon the liquidation of the Property to pay creditors to the extent of its sale proceeds. That is what the Sale will do. The PSA provides for a total of $6.8 million to be paid at closing. That amount will be sufficient to pay all secured debt and accrued administrative expense claims, plus return additional funds for the estate to distribute under the Debtors' confirmed plan. The amount if that surplus cannot be determined at this time, because it is dependent upon the timing of the closing, and whether a prior sale by Sahlin of the "Shorewood" property also closes. If the Shorewood sale closes in advance of the closing of the Sale, Copper Leaf will receive a distribution of $250,000 and its payoff from the sale of the Property will be reduced by that same amount. The Debtors estimate that there may be $200,000 of surplus proceeds, and will update the figure prior to or in connection with the hearing on approval of the Sale. The Debtors have asked that time be shortened to permit hearing of the matter on the Court's Sept. 8, 2017 calendar. However, there have been few matters to which creditors have objected, or even responded, and the Debtors do not believe creditors will object to the Sale. Time is of the essence, as the Copper Leaf financing matures on Nov. 22, 2017. Under the circumstances, the Debtors believe that notice of the Motion is reasonable and appropriate. They ask that the Court enters an order approving the Sale pursuant to the terms of the PSA. About Dancing Waters Dancing Waters, LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 15-13216) on May 22, 2015. The petition was signed by Roger Sahlin, manager. Judge Timothy W. Dore is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped James L. Day, Esq., at the Bush Strout & Kornfeld LLP, as counsel. DEWEY & LEBOUEF: Ex-Partners Ask Court to Be Lenient in Sentencing ------------------------------------------------------------------ Jody Godoy, writing for Bankruptcy Law360, reports that former Dewey & LeBoeuf LLP partners expressed support for a no-jail sentence for former Dewey Chief Financial Officer Joel Sanders, saying Mr. Sanders' actions didn't cause the Firm's collapse. According to the report, four ex-partners at the firm joined a slew of family members and former and current colleagues in asking New York Supreme Court Judge Robert Stolz to be lenient at a sentencing scheduled for Oct. 6. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) in 2012 to complete the wind-down of its operations. The Firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its Chapter 11 filing late evening on May 29, 2012. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. Dewey & LeBoeuf LLP operated as a prestigious, New York City-based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc., was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1%, respectively. DIAMOND BRITE: $3.1M Sale of San Antonio Property to Racer Okayed ----------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized Diamond Brite Enterprises, LLC's sale of all its personal property and buildings located on the leased property at 18403 Rim Drive, San Antonio, Texas, legally described as NCB 14747 Blk. 5 Lot 11 (The Rim UT-15) ("Leased Property"), to Racer Wash Management, LLC and/or assigns for $3,075,000. The Property is sold "as is, where is" without any warranties or representations; and free and clear of all interests. All interests, liens, encumbrances and causes of actions, including the CBT Lien, will, upon Closing and funding of the purchase price, be cured, released and extinguished as against the Property, but will immediately attach to the proceeds pending further order of the Court. The Debtor will assume and assign to the Buyer, upon funding at Closing, the Leased Property with Hines Global REIT. The Debtor has the authority and will pay $161,421 to Hines Global to reimburse same for paying ad valorem taxes. The Debtor will pay these: a. the allowed claim of Bexar County in the amount approved by the Court; b. the usual and customary closing cost, title policy, survey, if any, as authorized by the contracts; c. all realtor fees set forth in the contracts d. the CornmunityBank of Texas, N.A. ("CBT") Claim, which will immediately attach to the net proceeds of the sale with the same priority and validity and to the same extent as that which the CBT Lien attached to the Property, until the CBT Claim is indefeasibly satisfied and paid in full, without the need for a further order from the Court or other recordation with any governmental authority. Further, the CBT Claim is allowed without the need for the filing of a proof of claim by CBT or a further order from the Court, in the amount of no less than approximately $1,422,845, which amount remains subject to adjustment, as necessary, until Closing. e. the SETEDF Claim, which will immediately attach to the net proceeds of the sale with the same priority and validity and to the same extent as that which the SETEDF Lien attached to the Property, until the SETEDF Claim is indefeasibly satisfied and paid in full, without the need for a further order from the Court or other recordation with any governmental authority. Further, the SETEDF Claim is presumptively allowed without the need for the filing of a proof of claim or a further order from the Court, in the amount of no less than approximately $943,531, which amount remains subject to adjustment, as necessary, until Closing. f. the amount of allowed ad valorem taxes for year 2016 and prior related to the Property (business personal property). Such amounts will be paid by Closing Agent immediately upon closing and prior to disbursement of any sales proceeds to any other person or entity. Any liens for 2016 and prior ad valorem taxes on the Property (business personal property) will attach to the sale proceeds until said taxes are paid in full. With respect to the estimated amount of ad valorem taxes for 2017 related to the Property (business personal property), such amounts will be prorated between the Buyer and the Debtor as of the Closing date per the terms of the Earnest Money Contract. The amount of the estimated 2017 taxes prorated to the Debtor will be an adjustment to the amount of cash due from Buyer to the Debtor on the Closing Date and the Buyer will assume responsibility for the year 2017 ad valorem taxes incident to the Property (business personal property) and the year 2017 ad valorem tax lien will be retained against the Property (business personal property) until such time as the year 2017 ad valorem taxes are paid in full. g. the United States Trustee's fees in the amount $10,400 for quarterly fees. The Title Company will remit all sales proceeds to the IOLTA Trust Account of Dean W. Greer, attorney for the Debtor, less the amounts agreed to be paid by the Debtor at Closing, and no sale proceeds will be distributed from such IOLTA Trust Account, except as set forth herein or pursuant to a further order of the Court. The Debtor's agreement will be evidenced by the Debtor's representative signing the Settlement Statement, prior to closing. Within three business days after Closing, the Debtor will file with the Court a notice attesting to and accounting for the disposition of any net sale proceeds, which notice will identify the parties who received or will receive proceeds and in what amount(s) and upon what dates, and set forth the amount of remaining net sale proceeds deposited in the IOLTA Trust Account of Dean W. Greer. The stay under Bankruptcy Rules 6004(g) and 6006(d) are waived and are not in effect. About Diamond Brite Diamond Brite Enterprises, LLC -- http://www.diamondbritecarcare.com/-- is a full service car wash and oil & lube services provider in San Antonio, Texas. Diamond Brite filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-51391) on June 13, 2017. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Andrew L. Foster, manager. The Hon. Craig A. Gargotta presides over the case. Dean W. Greer, Esq., at the Law Offices of Dean W. Greer, serves as bankruptcy counsel. DIRECT FOODS: May Use Cash Collateral Through Oct. 26 ----------------------------------------------------- The Hon. Stephen C. St.John of the U.S. Bankruptcy Court for the Eastern District of Virginia has approved a stipulation between Direct Foods, LLC, and Small Business Term Loans, Inc., doing business as BFS Capital, through and including Oct. 26, 2017, at 5:00 p.m. BFS is not represented by counsel in this matter but has confirmed its agreement to the relief sought in this motion and to the court order. BFS, through Alex Nelsas, its Vice President, Business Affairs and Chief Privacy Officer, has consented to the use of the cash collateral and the proposed payments. On the Petition Date, the Debtor owed an obligation to BFS, which obligation is secured by certain assets of the Debtor, and is evidenced by, among other things, a secured promissory note and a recorded UCC-1, which is recorded with the State Corporation Commission. The total principal amount outstanding on the loan with BFS, as of the Petition Date, was approximately $113,789. The UCC Financing Statement recorded with the Virginia State Corporation Commission, and has a lien on the Debtor's accounts, equipment, machinery, fixtures, inventory, chattel paper and general intangibles of the Debtor pursuant to the note entered into on March 9, 2017. As security for the Obligation under the Loan, the Debtor granted a security interest in the collateral. In addition, upon information and belief, BFS holds a security interest in the monies and accounts receivable received from Debtor's operation of the business. The Debtor requires use of cash collateral to continue the operation and maintenance of the business and to pay money in the form of adequate protection to BFS. The Debtor's position is that the proposed use of Cash Collateral is necessary to avoid immediate and irreparable harm to the Debtor and the estate. BFS is willing to give limited and temporary consent to the Debtor's use of the cash collateral for a period of 120 days, subject to the Debtor's strict compliance with the terms and conditions of this Stipulation and court order, and upon the Court's approval of the adequate protection. On June 28, 2017, the Debtor sought court permission to use of cash collateral. This Stipulation and court order constitutes an interim court order governing the rights of the Debtor with respect to the Debtor's continued use of cash collateral in which BFS has an interest. The Debtor proposes to use the cash collateral in the ordinary and normal course of its business. The Debtor is authorized to receive, collect and make use of all cash collateral strictly according to the debtor-in-possession budget, subject to BFS's continuing priority liens and security interests, and subject to the terms and conditions of this Stipulation and court order. In making decisions to permit the use of cash collateral or in connection with operating within this cash collateral stipulation and court order, BFS will not be deemed to be in control of the operations of the Debtor or to be an owner or operator with respect to the operation or management of the Debtor. The Debtor will not make any payments to insiders without the prior written consent of BFS, other than as set forth in the budget. The quarterly administrative fee payable to the Office of the U.S. Trustee may be paid under this agreement from the cash collateral pursuant to the budget. The Debtor will escrow $325 per month for payment of quarterly administrative fees payable to the Office of the U.S. Trustee. Any additional requested payment or expenditure or post-petition expenditures outside the ordinary course of the Debtor's business or greater than the amount stated in the Debtor's budget will be approved of by BFS. The Debtor's authorization to use the cash collateral subject to and on the terms and conditions of this Stipulation and court order will terminate without any further court order at 5:00 pm. on Oct. 26, 2017, unless the Debtor's right to use cash collateral has been previously terminated pursuant to the provisions of this Stipulation and court order. In the event of (i) failure of the Debtor to fully perform any of his obligations as provided in this Stipulation and court order or breach of any covenant made, (ii) appointment of a trustee or of an examiner with enhanced powers for the Debtor or the property of the estate of the Debtor, (iii) conversion of the Chapter 11 case to a case under Chapter 7 of the U.S. Bankruptcy Code, or (iv) dismissal of the Chapter 11 case, the Debtor will immediately cease using cash collateral. A copy of the Order and Stipulation is available at: http://bankrupt.com/misc/vaeb17-72036-21.pdf About Direct Foods, LLC Direct Foods, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 17-72036) on June 1, 2017. Kelly M. Barnhart, Esq., at Roussos, Glanzer & Barnhart, PLC, serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. DTD-DEVCO 5: Foreclosure Sale of Mall Property on Sept. 8 --------------------------------------------------------- The real property of DTD-DEVCO 5, L.L.C., an Arizona limited liability company, will be sold at a public auction to the highest bidder at 1:00 p.m., September 8, 2017, at the offices of Ballard Spahr LLP in Phoenix, Arizona. Proceeds of the sale will be used to pay debt in the original principal balance of $11,000,000 owed to U.S. Bank National Association, in its capacity as trustee, successor-in-interest to Bank of America, N.A., in its capacity as trustee, successor to Wells Fargo Bank, N.A., in its capacity as trustee, for the registered holders of COBALT CMBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through Certificates, Series 2007-C2. The original lender was Artesia Mortgage Capital Corporation, a Delaware corporation. The property is located at 1817 E. Baseline Road Gilbert, AZ 85233 and 1939 E. Baseline Road Gilbert, AZ 85233. DTD-DEVCO 5, L.L.C. may be reached at: DTD-DEVCO 5, L.L.C. 8900 East Pinnacle Peak Road, Suite E-200 Scottsdale, AZ 85255 U.S. Bank may be reached at: U.S. BANK NATIONAL ASSOCIATION IN ITS CAPACITY AS TRUSTEE SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR TO WELLS FARGO BANK, N.A., IN ITS CAPACITY AS TRUSTEE, FOR THE REGISTERED HOLDERS OF COBALT CMBS COMMERCIAL MORTGAGE TRUST 2007-C2, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-C2 CWCapital Asset Management LLC 7501 Wisconsin Avenue, Suite 500 West Bethesda, Maryland 20814 Ballard Spahr may be reached at: JEFFREY S. PITCHER, ESQ. BALLARD SPAHR LLP 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 DYNAMIC INT'L: Committee Taps Saul Ewing, Poyner as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Dynamic International Airways, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire legal counsel. The committee proposes to employ Saul Ewing LLP and Poyner Spruill LLP to, among other things, give legal advice regarding its duties in the Debtor's Chapter 11 case; negotiate with creditors; investigate the Debtor's financial condition; and advise the committee on matters related to a plan of reorganization The hourly rates charged by Saul Ewing range from $395 to $925 for partners, $350 to $575 for special counsel, $250 to $410 for associates and $190 to $325 for paraprofessionals. The Saul Ewing attorneys designated to represent the committee are: Sharon Levine $780 Lucian Murley $475 Dipesh Patel $380 Meanwhile, the hourly fees charged by Poyner Spruill range from $230 to $535 for attorneys and from $180 to $220 for paraprofessionals. Jill Walters, Esq., the attorney who will be representing the committee, will charge $365 per hour. Both firms are "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Saul Ewing can be reached through: Lucian B. Murley, Esq. Saul Ewing LLP 1201 North Market Street, Suite 2300 Wilmington, DE 19801 Tel: (302) 421-6898 Fax: (302) 421-5864 Email: lmurley@saul.com Poyner Spruill can be reached through: Jill C. Walters Poyner Spruill LLP 301 Fayetteville Street, Suite 1900 Raleigh, NC 27601 Tel: (919) 783-2961 Fax: (919)783-1075 About Dynamic International Airways Dynamic International Airways, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10814) on Jul 19, 2017. The case is assigned to Judge Catharine R. Aron. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. The Debtor hired Bell Davis & Pitt, PA, and Garman Turner Gordon LLP, as attorneys, and MJAC L.L.C., d/b/a Allison Consulting, as financial advisor. E&M 2710 CLARENDON: Taps Robert S. Lewis as Legal Counsel --------------------------------------------------------- E&M 2710 Clarendon LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ the Law Offices of Robert S. Lewis, PC to, among other things, give legal advice regarding its duties under the Bankruptcy Code and take action to void liens against its property. Lewis requires a retainer in the sum of $2,500, of which $500 constitutes its minimum fee for the services to be provided. The firm does not hold or represent any interest adverse to the Debtor's estate and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert S. Lewis, Esq. Law Offices of Robert S. Lewis, PC 53 Burd Street Nyack, NY 10960 Phone: (845) 358-7100 Fax: (845) 353-6943 Email: robert.lewlaw@gmail.com About E&M 2710 Clarendon LLC E&M 2710 Clarendon LLC listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1107 Rogers Avenue, Brooklyn, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-43814) on July 27, 2017. Errol Morris, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Carla E. Craig presides over the case. EMERALD CASINO: 7th Cir. OKs $272M Judgment Against Executives -------------------------------------------------------------- The Seventh Circuit said that an Illinois federal court did not err when it handed down a $272 million judgment against Emerald Casino's executives who allegedly caused the Debtor to lose its gambling license and fall into bankruptcy, Ryan Boysen, writing for Bankruptcy Law360, reports. Law360 relates that the Seventh Circuit addressed several appeals, upholding a 2014 decision by U.S. District Judge Rebecca R. Pallmeyer that found six of the Debtor's higher-ups were on the hook for breach-of-contract claims as a result of the Debtor's collapse, but amending the judgment to find each defendant jointly as well as severally liable. The report says that the original ruling had found each defendant only severally liable. The report quoted the Seventh Circuit as saying, "Contracts allocate risk to the party best able to bear it. That risk fell to the defendants. Of course, the defendants never intended to pay for the cost of a revoked license. But the way to avoid liability was to abide by [state gambling] rules." Law360 shares that one of the executives, deceased Donald Flynn, had already settled his part of the judgment for $45.3 million, while another, Walter Hanley, settled for $7 million. "Thus, the remaining defendants are jointly and severally responsible for $272 million minus [$52.3 million] for a total of [$219.6 million]," the report quoted the Seventh Circuit, which also affirmed the $272 million figure that the trustee had argued was too low and the executives had argued was too high, as saying. The figure came from the price the Debtor's license eventually fetched at auction in 2008, the report states. About Emerald Casino Emerald Casino Inc.'s bankruptcy case (Bankr. N.D. Ill. Case No. 02-22977) started in 2002 and went forward under Chapter 11 of the Bankruptcy Code. In 2007, Emerald's bankruptcy case was converted to one under Chapter 7, and the United States Trustee appointed Frances Gecker as the Chapter 7 trustee. The case is, EMERALD CASINO, INC., Chapter 7, Plaintiff, Debtor. FRANCES GECKER, not individually but solely as chapter 7 trustee for the bankruptcy estate of Emerald Casino, Inc., Plaintiff, v. DONALD F. FLYNN, KEVIN F. FLYNN, KEVIN LARSON, JOHN P. McMAHON, JOSEPH F. McQUAID, WALTER HANLEY, and PEER PEDERSEN, Defendants, Bankr. Adv. No. 08 A 00972, No. 11 C 4714 (N.D. Ill.). A copy of the Court's Sept. 30, 2014 Memorandum Opinion and Order is available at http://is.gd/xaqfiFfrom Leagle.com. Emerald's bankruptcy case (Bankr. N.D. Ill. Case No. 02-22977) began in 2002 and went forward under Chapter 11 of the Bankruptcy Code. In 2007, Emerald's bankruptcy case was converted to one under Chapter 7, and the United States Trustee appointed Frances Gecker as the Chapter 7 trustee. ENERGY FUTURE: Amends Plan After $9.45-Billion Deal With Sempra --------------------------------------------------------------- Energy Future Holdings Inc., and its affiliated debtors on Aug. 23, 2017, filed a First Amended Joint Plan of Reorganization with the Bankruptcy Court after reaching a deal to sell their Oncor business to Sempra Energy for $9.45 billion in cash. On Aug. 21, 2017, Sempra Energy, along with an indirect, wholly owned subsidiary, entered into an Agreement and Plan of Merger with Energy Future Holdings Corp. ("EFH") and Energy Future Intermediate Holding Company LLC ("EFIH"). EFH owns 100 percent of the membership interests of EFIH, which in turn owns 100 percent of the membership interests of Oncor Electric Delivery Holdings Company LLC ("Oncor Holdings"), which owns 80.03 percent of the outstanding membership interests of Oncor Electric Delivery Company LLC ("Oncor"). EFH and EFIH were party to an Agreement and Plan of Merger, dated as of July 7, 2017, with, among others, Berkshire Hathaway Energy Company. On Aug. 21, EFH and EFIH exercised their rights pursuant to the Berkshire Merger Agreement to terminate the Berkshire Merger Agreement to enter into the Sempra deal. The transactions contemplated in the Sempra Merger Agreement constitute a "Superior Proposal" to the Berkshire Merger Agreement. Oncor is a regulated electric distribution and transmission business that operates the largest distribution and transmission system in Texas. In addition to Oncor Holdings' ownership of 80.03 percent of Oncor's outstanding membership interests, Texas Transmission Investment LLC ("TTI") owns 19.75 percent of Oncor's outstanding membership interests, and certain members of Oncor's management team and board of directors indirectly beneficially own the remaining 0.22 percent of Oncor's outstanding membership interests. As reported in Oncor's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as of June 30, 2017 Oncor had short-term borrowings and debt in the aggregate amount of approximately $7.0 billion. Oncor's board of directors currently consists of 12 members, seven of which are independent, two of which are designated by EFIH and appointed by Oncor Holdings, two of which are appointed by TTI, and one of which is a member of Oncor management designated by EFIH and appointed by Oncor Holdings. Following the consummation of the transactions contemplated under the Merger Agreement, Oncor's board of directors will consist of thirteen members, seven of which will be independent, two of which will be designated by EFIH and appointed by Oncor Holdings, two of which will be appointed by TTI, and two of which will be members of Oncor management designated by EFIH and appointed by Oncor Holdings. In April 2014, EFH and the substantial majority of its direct and indirect subsidiaries, including EFIH, but excluding Oncor Holdings and Oncor, (the "EFH Debtors"), filed voluntary petitions for relief (the "Filing") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Since that time, the EFH Debtors have operated their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. On Aug. 23, 2017, EFH, EFIH and the other EFH Debtors filed a First Amended Joint Plan of Reorganization with the Bankruptcy Court (the "Amended Plan") reflecting, among other things, the terms of the Merger Agreement. Pursuant to the Merger Agreement and the Amended Plan, after the reorganization of the EFH Debtors, EFH will be merged with and into Merger Sub, with EFH continuing as the surviving company (the "Merger"). After the reorganization and the consummation of the Merger, Sempra Energy expects it will directly or indirectly own approximately 60 percent of the membership interests of EFH, with the remaining approximately 40 percent being held by certain trusts for the benefit of third-party investors providing financing for the transaction and a small portion, if any, expected to be held by certain creditors of the EFH Debtors. EFH will continue to own 100 percent of the membership interests of EFIH, which will continue to be the indirect owner of 80.03 percent of the membership interests of Oncor. Under the Merger Agreement, Sempra Energy will pay total consideration of approximately $9.45 billion, subject to adjustment. Consideration is expected to consist of: -- $6.45 billion in cash (the "Equity Contribution"); and -- $3 billion in indebtedness to be incurred by Merger Sub (the "Exit Financing"). Some or all of the Equity Contribution may be funded with debt or equity raised by Sempra Energy or its subsidiaries. In addition, the amount of the Equity Contribution shall be reduced by up to approximately $2.5 billion that (a) certain third-party investors invest in trust certificates in a Delaware trust holding equity of an indirect parent company of Merger Sub (the "Non-Rollover Equity") pursuant to the Amended Plan and (b) certain creditors of the EFH Debtors elect or may be required to receive in the form of trust certificates in a Delaware trust holding equity of an indirect parent company of Merger Sub (the "Rollover Equity"). Under the Amended Plan, notwithstanding an election by creditors to receive Rollover Equity, Sempra Energy is entitled to approve, in its sole discretion, which creditors making such election actually receive Rollover Equity, if any. If the closing of the transactions contemplated by the Merger Agreement occurs prior to the payment of the dividend payable by Oncor to Oncor Holdings in respect of amounts earned by Oncor during the period starting as of October 1, 2017 and ending on December 31, 2017, which dividend will then be paid by Oncor Holdings to EFIH, then the purchase price will be increased by an amount equal to 75 percent of the actual dividend paid in respect of such period. If the closing of the transactions contemplated by the Merger Agreement occurs following the payment of such dividend, then the purchase price will be reduced by an amount equal to 25 percent of the dividend paid in respect of such period. The amount of this purchase price adjustment is not expected to material. Agreement and Plan of Merger EFH, EFIH, Sempra Energy and Merger Sub have each made customary representations, warranties and covenants in the Merger Agreement. The parties have also agreed to cooperate with each other and to use their respective reasonable best efforts to take all actions and do all things reasonably necessary, proper or advisable to consummate the transactions under the Merger Agreement and the Amended Plan, including to make all filings and to obtain all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or governmental entity in connection with the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby and the Amended Plan. The Merger Agreement contains various mutual conditions precedent to the consummation of the transactions contemplated therein, including, among others: (i) the entry by the Bankruptcy Court of the order approving the Merger Agreement and related agreements (the "Approval Order") and an order by the Bankruptcy Court confirming the Amended Plan (the "EFH Confirmation Order"); (ii) the issuance by the Internal Revenue Service ("IRS") of specified private letter rulings with respect to the transactions contemplated by the Merger Agreement, which private letter rulings are not revoked or withdrawn; (iii) that the representations and warranties of each party to the Merger Agreement are true and correct, subject, in certain cases, to material adverse effect qualifiers; (iv) the performance of obligations of each party to the Merger Agreement; (v) the receipt of certain approvals and rulings that are necessary to consummate the merger, including approvals from, among others, the Public Utility Commission of Texas ("PUCT") and the Federal Energy Regulatory Commission ("FERC"), which approvals or rulings shall not impose a Burdensome Condition (as defined below); (vi) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (vii) the absence of any law or order prohibiting the transactions contemplated by the Merger Agreement. Sempra Energy's conditions precedent to the consummation of the transactions contemplated under the Merger Agreement also include, among others: (i) the receipt by each of Sempra Energy and EFH of tax opinions from each of their respective tax advisors that the Merger constitutes a tax-free reorganization under the Internal Revenue Code; (ii) EFH and its subsidiaries not having any employees (subject to certain exceptions) or any liabilities or obligations owed to current or former employees of EFH or its subsidiaries; (iii) the accuracy of and the absence of any change of ownership of EFH, other than as provided in the Amended Plan; and (iv) the truth and accuracy of the facts presented and representations made in submissions to the IRS. The Merger Agreement may be terminated, among other reasons: (i) by Sempra Energy or EFH and EFIH (acting together), (x) if the closing has not been consummated within 240 days of the date of the Merger Agreement (subject to a 90-day extension in certain circumstances for the continued pursuit of the PUCT, FERC or certain IRS approvals or rulings, as applicable, as described above), (y) if a law or order prohibiting the transactions contemplated by the Merger Agreement becomes final and non-appealable; or (z) if the PUCT issues an order either denying the approval of the transactions contemplated by the Merger Agreement or imposing a Burdensome Condition (as defined below) and, within 30 days following the issuance of such order, such order has not been vacated or materially modified such that upon such vacation or modification, the approval of the PUCT has been obtained; (ii) by Sempra Energy, if (x) Sempra Energy, Merger Sub, Oncor and Oncor Holdings fail to enter into a letter agreement providing for cooperation by Sempra Energy, Merger Sub, Oncor and Oncor Holdings with respect to the Merger and the other transactions contemplated by the Merger Agreement within five days following the date of the Merger Agreement (which termination right may be exercised for up to ten days after the end of such five day period), (y) EFH or EFIH files or expressly supports in the Bankruptcy Court a plan of reorganization that is inconsistent in any substantive legal or economic respect with the Merger Agreement and the Amended Plan, and such inconsistency cannot be cured within 30 business days of receipt of Sempra Energy's notice thereof; or (z) the Bankruptcy Court enters, or EFH or EFIH seeks from the Bankruptcy Court, an order approving any sale or other disposition of the assets of EFH or its subsidiaries, or the membership interests in EFIH or any of its subsidiaries (including the Oncor Entities, as defined below), to any person other than Sempra Energy, Merger Sub or any of their respective affiliates; or (iii) by EFH and/or EFIH if the board of directors of EFH or the board of managers of EFIH, as applicable, determines in its sole discretion that the failure to terminate the Merger Agreement is inconsistent with EFH's or EFIH's fiduciary duties. The Merger Agreement may also be terminated at any time prior to closing by mutual written consent of the parties thereto. A Burdensome Condition is defined in the Merger Agreement as any term or condition, order, sanction, requirement, law, rule or regulation that, individually or in the aggregate, would, or would be reasonably expected to have a material and adverse effect on, or change in, the condition (financial or otherwise), business, assets, liabilities or results of operations of (i) Oncor and its subsidiaries, taken as a whole, or (ii) Sempra Energy and its subsidiaries, taken as whole; provided that, for the purposes of clause (ii) Sempra Energy and its subsidiaries, taken as a whole, shall be deemed to be a consolidated group of entities that is the size and scale of Oncor Holdings and its subsidiaries; subject to certain exceptions that will not be deemed to contribute to the determination of whether an event is a Burdensome Condition (see Section 6.3(e) of the Merger Agreement). For greater certainty, none of the regulatory commitments of Sempra Energy contained in Exhibit D to the Merger Agreement shall constitute a Burdensome Condition. The Merger Agreement also prohibits EFH and EFIH from soliciting, or participating in discussions or negotiations or providing information with respect to, alternative proposals for their restructuring, subject to the following specified exceptions: (i) EFH may solicit proposals from third parties prior to the Bankruptcy Court's entry of the Approval Order, and (ii) EFH may, until the entry of the EFH Confirmation Order, continue discussions or negotiations with respect to alternative proposals for its restructuring (x) with any person that has submitted, prior to the Bankruptcy Court's entry of the Approval Order, a written indicative bid that EFH or EFIH is actively negotiating at the time of entry of the Approval Order, or (y) with any person that submits an unsolicited bona fide written acquisition proposal that is otherwise not in breach of the Merger Agreement which the board of directors of EFH or the board of managers of EFIH determines in good faith is or reasonably likely to lead to a Superior Proposal. If, after the entry by the Bankruptcy Court of the Approval Order (a) the Merger Agreement is terminated (i) by EFH and/or EFIH if the board of directors of EFH or the board of managers of EFIH, as applicable, determines in its sole discretion that the failure to terminate the Merger Agreement is inconsistent with EFH's or EFIH's fiduciary duties, or (ii) by Sempra Energy if (x) there has been a breach of the representations and warranties of EFH and/or EFIH, and such breach would result in a closing condition failure and cannot be cured within 30 days of notice thereof, (y) EFH or EFIH files or expressly supports in the Bankruptcy Court a plan of reorganization that is inconsistent in any substantive legal or economic respect with the Merger Agreement and the Amended Plan, and such inconsistency cannot be cured within 30 business days of notice thereof, or (z) the Bankruptcy Court enters, or EFH or EFIH seeks from the Bankruptcy Court, an order approving any sale or other disposition of the assets of EFH or its subsidiaries, or the membership interests in EFIH or any of its subsidiaries, to any person other than Sempra Energy, Merger Sub or any of their respective affiliates, and (b) an alternative transaction is consummated pursuant to which none of Sempra Energy, Merger Sub nor any of Sempra Energy's affiliates will obtain direct or indirect ownership of 100 percent of Oncor Holdings and Oncor Holdings' approximately 80 percent membership interest in Oncor, then EFH and EFIH will be required to pay to Sempra Energy a termination fee of $190 million (the "Termination Fee"). In the event EFH and EFIH pay to Sempra Energy the Termination Fee in accordance with the Merger Agreement, such payment shall be the sole and exclusive remedy of Sempra Energy and Merger Sub against EFH, EFIH and their respective affiliates, representatives, creditors or shareholders with respect to any breach of the Merger Agreement prior to such termination. A copy of the Merger Agreement is available at https://is.gd/iTjGKF A copy of the First Amended Plan is available at https://is.gd/HV34PI About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. On May 13, 2014, the U.S. Trustee appointed the Official Committee of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH Committee is composed of (a) the Pension Benefit Guaranty Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g) Wilmington Savings, as Indenture Trustee under the TCEH Second Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Charles River Associates as an energy consultant. On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee of Unsecured Creditors representing the interests of the unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH Committee is composed of (a) American Stock Transfer & Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH Committee retained Montgomery, McCracken, Walker & Rhodes, LLP as co-counsel and conflicts counsel; AlixPartners, LLP as restructuring advisor; Sullivan & Cromwell LLC as counsel; Guggenheim Securities as investment banker; and Kurtzman Carson Consultants LLC as noticing agent for both the TCEH Committee and the EFH/EFIH Committee. Given the size and complexity of the Chapter 11 Cases, the U.S. Trustee proposed, and the Debtors and the TCEH Committee agreed, to recommend that the Bankruptcy Court appoint a committee to, among other things, review and report as appropriate on fee applications and statements submitted by the professionals paid for by the Debtors' Estates. The Fee Committee is comprised of four members: (a) one member appointed by and representative of the Debtors (Cecily Gooch, Vice President and Special Counsel for Restructuring, Energy Future Holdings); (b) one member appointed by and representative of the TCEH Creditors' Committee (Peter Kravitz, Principal and General Counsel, Province Capital); (c) one member appointed by and representative of the U.S. Trustee (Richard L. Schepacarter, Trial Attorney, Office of the United States Trustee); and (d) one independent member (Richard Gitlin, of Gitlin and Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as counsel; and Phillips, Goldman & Spence, P.A. as co-counsel. * * * On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Aug. 20, 2017, Sempra Energy (NYSE: SRE) announced an agreement to acquire Energy Future Holdings Corp. (Energy Future), the indirect owner of 80 percent of Oncor Electric Delivery Company, LLC (Oncor), operator of the largest electric transmission and distribution system in Texas. Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its ownership in Oncor, while taking a major step forward in resolving Energy Future's long-running bankruptcy case. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor's debt. ENERGY FUTURE: Sempra Sets 240-Day Deadline, $190M Termination Fee ------------------------------------------------------------------ Energy Future Holdings Corp., signed a Plan Support Agreement with Sempra Energy after reaching a deal to sell Energy Future's Oncor business to Sempra Energy for $9.45 billion in cash. On August 23, 2017, EFH, EFIH and the other EFH Debtors filed a First Amended Joint Plan of Reorganization with the Bankruptcy Court reflecting, among other things, the terms of the Merger Agreement. Pursuant to the PSA and Merger Agreement, the Debtors have agreed to seek approval before Sept. 30, 2017, of the motion to approve (i) the EFH/EFIH Debtors' entry into, and performance under, the PSA, and (ii) the Sempra Merger Agreement, related agreements, and the terms thereof, including, among other things, (x) the Termination Fee in favor of Sempra, and (y) the EFH/EFIH Debtors' performance of their obligations thereunder. Pursuant to the PSA, the Debtors have agreed to support and take all steps reasonably necessary to consummate as soon as possible, and in any event by 240 days following execution of the Sempra Merger Agreement -- Initial Drop-Dead Date -- the Plan and all other transactions. According to the PSA, Sempra can terminate the deal upon the occurrence of various events, including: (a) the Plan shall not have been filed by August 28, 2017; (b) the PSA and Merger Approval Order shall not have been entered by September 30, 2017; provided, however, that, entry of such order shall be deemed to occur upon an oral indication by the Bankruptcy Court that it is approving or will approve the EFH/EFIH Debtors' entry into and performance under this Agreement and the Sempra Merger Agreement; (c) the Bankruptcy Court shall not have entered the Disclosure Statement Order by September 30, 2017; provided, however, that, entry of such order shall be deemed to occur upon an oral indication by the Bankruptcy Court that it is approving or will approve the Disclosure Statement as containing "adequate information" as required by section 1125 of the Bankruptcy Code; (d) the Bankruptcy Court shall not have entered the Confirmation Order on or before the date that is 30 days after approval has been obtained from the Public Utility Commission of Texas pursuant to the Public Utility Regulatory Act; (e) the Plan shall not have become effective by the Initial Drop-Dead Date; provided, however, provided, however, that if as of the Initial Drop-Dead Date, all conditions to the occurrence of the Effective Date of the Plan as it relates to the EFH/EFIH Debtors have been satisfied, other than (A) those conditions, which by their nature, will be satisfied at closing; (B) than any condition relating to entry of the Confirmation Order (on account of entry of the PUCT Approval Order being a precondition to entry of the Confirmation Order) and (C) the governmental approvals required under the Sempra Merger Agreement from the FERC or the PUCT, or the Private Letter Ruling (if applicable), and such approval or Private Letter Ruling is still capable of being obtained within 90 days, the right to terminate under this Section 8.01 shall be extended for 90 days for the purpose of continuing to pursue such approval or Private Letter Ruling, unless the parties to the Sempra Merger Agreement agree otherwise in writing -- Final Drop-Dead Date. A copy of the Plan Support Agreement is available at https://is.gd/S85BJu $190 Million Termination Fee According to the parties' merger agreement, if the Merger Agreement is terminated, and any alternative transaction is consummated (including pursuant to any Chapter 7 proceedings or any transaction or proceeding that permits the E-Side Debtors that are the direct or indirect owners of Oncor Holdings to emerge from the Chapter 11 Cases) pursuant to which none of Sempra Energy or its affiliates will obtain direct or indirect ownership of 100% of Oncor Holdings and Oncor Holdings' approximately 80% equity interest in Oncor, then, if the Approval Order has been entered, no later than five days following the consummation of such alternative transaction, Oncor and EFIH will pay to Sempra Energy a termination fee of $190 million, by wire transfer, in immediately available funds. If the Approval Order has been entered, the Termination Fee shall constitute an administrative expense of the Company and EFIH under the Bankruptcy Code. "Termination Fee" shall mean an amount equal to $190,000,000, inclusive of all expense reimbursements, including reasonable and documented professional fees of Parent and Merger Sub; provided that, in no event shall such claim be senior or pari passu with the superpriority administrative claims granted to the secured parties pursuant to the DIP Facility. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. On May 13, 2014, the U.S. Trustee appointed the Official Committee of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH Committee is composed of (a) the Pension Benefit Guaranty Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g) Wilmington Savings, as Indenture Trustee under the TCEH Second Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Charles River Associates as an energy consultant. On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee of Unsecured Creditors representing the interests of the unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH Committee is composed of (a) American Stock Transfer & Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH Committee retained Montgomery, McCracken, Walker & Rhodes, LLP as co-counsel and conflicts counsel; AlixPartners, LLP as restructuring advisor; Sullivan & Cromwell LLC as counsel; Guggenheim Securities as investment banker; and Kurtzman Carson Consultants LLC as noticing agent for both the TCEH Committee and the EFH/EFIH Committee. Given the size and complexity of the Chapter 11 Cases, the U.S. Trustee proposed, and the Debtors and the TCEH Committee agreed, to recommend that the Bankruptcy Court appoint a committee to, among other things, review and report as appropriate on fee applications and statements submitted by the professionals paid for by the Debtors' Estates. The Fee Committee is comprised of four members: (a) one member appointed by and representative of the Debtors (Cecily Gooch, Vice President and Special Counsel for Restructuring, Energy Future Holdings); (b) one member appointed by and representative of the TCEH Creditors' Committee (Peter Kravitz, Principal and General Counsel, Province Capital); (c) one member appointed by and representative of the U.S. Trustee (Richard L. Schepacarter, Trial Attorney, Office of the United States Trustee); and (d) one independent member (Richard Gitlin, of Gitlin and Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as counsel; and Phillips, Goldman & Spence, P.A. as co-counsel. * * * On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Aug. 20, 2017, Sempra Energy (NYSE: SRE) announced an agreement to acquire Energy Future Holdings Corp., the indirect owner of 80 percent of Oncor Electric Delivery Company, LLC, operator of the largest electric transmission and distribution system in Texas. Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its ownership in Oncor, while taking a major step forward in resolving Energy Future's long-running bankruptcy case. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor's debt. ENERGY FUTURE: Sempra, Oncor to Seek PUCT & FERC Nod of Merger -------------------------------------------------------------- In connection with its proposed acquisition of Energy Future's Oncor Electric Delivery Company, LLC, for $9.45 billion in cash, Sempra Energy said in a regulatory filing that it has entered into a letter agreement that sets for certain rights and obligations of Sempra Energy and Oncor to cooperate with respect to the initial steps to be taken in connection with the transactions. On Aug. 21, 2017, Sempra Energy, along with an indirect, wholly owned subsidiary ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Energy Future Holdings Corp. ("EFH") and Energy Future Intermediate Holding Company LLC ("EFIH"). EFH owns 100 percent of the membership interests of EFIH, which in turn owns 100 percent of the membership interests of Oncor Electric Delivery Holdings Company LLC ("Oncor Holdings"), which owns 80.03 percent of the outstanding membership interests of Oncor Electric Delivery Company LLC ("Oncor"). As contemplated by the Merger Agreement, on Aug. 25, 2017, Sempra Energy and Merger Sub entered into a letter agreement (the "Oncor Letter Agreement") with Oncor Holdings and Oncor. The Oncor Letter Agreement sets forth certain rights and obligations of Sempra Energy and Merger Sub, and of Oncor Holdings, Oncor and their respective subsidiaries (collectively, the "Oncor Entities") to cooperate with respect to the initial steps to be taken in connection with the transactions contemplated by the Merger Agreement. A copy of the Letter Agreement is available at: https://is.gd/vfMrT0 The Oncor Letter Agreement contemplates that Sempra Energy, Merger Sub and the Oncor Entities will cooperate in the preparation of any filings and appearances made before the Public Utility Commission of Texas ("PUCT") and the Federal Energy Regulatory Commission ("FERC"), as appropriate, in connection with the transactions contemplated by the Merger Agreement, and will use their respective reasonable best efforts to submit to the PUCT a single filing and file with FERC a joint application, seeking prior approval by the PUCT and FERC, respectively, of the transactions contemplated by the Merger Agreement, with such filing and application to include certain key terms and undertakings. Sempra Energy and Merger Sub, on the one hand, and the Oncor Entities, on the other, also agree to keep the other parties reasonably informed regarding the status of the filings and applications made pursuant to obtaining the regulatory and other governmental entity approvals described in the Oncor Letter Agreement. Additionally, the Oncor Entities will make certain representations, warranties and covenants, including: (i) a covenant to operate their businesses in the ordinary course upon signing the Oncor Letter Agreement until the consummation of the other transactions contemplated by the Merger Agreement, subject to certain exceptions set forth in the Oncor Letter Agreement, including the right to comply with or respond to any requirement of, or request by, a governmental entity or order; (ii) a covenant not to (x) initiate, solicit, propose, knowingly encourage or knowingly induce any "Alternative Proposal" (as defined in the Oncor Letter Agreement), (y) enter into, maintain or continue negotiations with any person with respect to any Alternative Proposal, or (z) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding, oral or written) with respect to an Alternative Proposal, provided that the Oncor Entities may take certain of the foregoing prohibited actions with respect to an Alternative Proposal to satisfy their respective fiduciary obligations; and (iii) a covenant to use their reasonable best efforts to provide reasonable cooperation in connection with Sempra Energy's arrangement of any debt or equity issuance contemplated by the Merger Agreement, which cooperation will include, without limitation, obligations to use their reasonable best efforts to cooperate with Sempra Energy's efforts to market and consummate all or a portion of such financing. The Oncor Letter Agreement is not intended to give Sempra Energy or Merger Sub, directly or indirectly, the right to control or direct the operations of any Oncor Entity. Oncor Holdings: Oncor Electric Delivery Holdings Company LLC 1616 Woodall Rodgers Freeway Dallas, TX 75202 Attention: E. Allen Nye, Jr. Kevin R. Fease Michael L. Davitt E-mail: allen.nye@oncor.com kevin.fease@oncor.com michael.davitt@oncor.com Oncor's attorneys: JONES DAY 222 East 41st Street New York, NY 10017 Attention: Corinne Ball E-mail: cball@jonesday.com - and - PATVILLAREALLAW PLLC 25 Highland Park Village, Suite 100869 Dallas, TX 75205 Attention: Patricia J. Villareal E-mail: pat@patvillareallaw.com The Purchaser can be reached at: Sempra Energy 488 8th Avenue San Diego, CA 92101 Attention: General Counsel E-mail: MWyrsch@sempra.com Sempra's attorney: White & Case LLP Southeast Financial Center 200 South Biscayne Boulevard, Suite 4900 Miami, FL 33131 Attention: Thomas E Lauria, Esq. E-mail: tlauria@whitecase.com - and - White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Attention: Gregory Pryor, Esq. Michael A. Deyong, Esq. Email: gpryor@whitecase.com; E-mail: michael.deyong@whitecase.com About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. On May 13, 2014, the U.S. Trustee appointed the Official Committee of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH Committee is composed of (a) the Pension Benefit Guaranty Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g) Wilmington Savings, as Indenture Trustee under the TCEH Second Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Charles River Associates as an energy consultant. On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee of Unsecured Creditors representing the interests of the unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH Committee is composed of (a) American Stock Transfer & Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH Committee retained Montgomery, McCracken, Walker & Rhodes, LLP as co-counsel and conflicts counsel; AlixPartners, LLP as restructuring advisor; Sullivan & Cromwell LLC as counsel; Guggenheim Securities as investment banker; and Kurtzman Carson Consultants LLC as noticing agent for both the TCEH Committee and the EFH/EFIH Committee. Given the size and complexity of the Chapter 11 Cases, the U.S. Trustee proposed, and the Debtors and the TCEH Committee agreed, to recommend that the Bankruptcy Court appoint a committee to, among other things, review and report as appropriate on fee applications and statements submitted by the professionals paid for by the Debtors' Estates. The Fee Committee is comprised of four members: (a) one member appointed by and representative of the Debtors (Cecily Gooch, Vice President and Special Counsel for Restructuring, Energy Future Holdings); (b) one member appointed by and representative of the TCEH Creditors' Committee (Peter Kravitz, Principal and General Counsel, Province Capital); (c) one member appointed by and representative of the U.S. Trustee (Richard L. Schepacarter, Trial Attorney, Office of the United States Trustee); and (d) one independent member (Richard Gitlin, of Gitlin and Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as counsel; and Phillips, Goldman & Spence, P.A. as co-counsel. * * * On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Aug. 20, 2017, Sempra Energy (NYSE: SRE) announced an agreement to acquire Energy Future Holdings Corp., the indirect owner of 80 percent of Oncor Electric Delivery Company, LLC (Oncor), operator of the largest electric transmission and distribution system in Texas. Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its ownership in Oncor, while taking a major step forward in resolving Energy Future's long-running bankruptcy case. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor's debt. FCBM LLC: May Use Cash Collateral of JTS Capital & Imogene Cocolin ------------------------------------------------------------------ The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania has entered a consent order granting FCBM, LLC, authorization to use cash collateral. The court order dated Aug. 10, 2017, is vacated. As reported by the Troubled Company Reporter on Aug. 21, 2017, the Court authorized the Debtor to use cash collateral in the operation of its business, with the prepetition liens of respondents JTS Capital 2, LLC Assignee of First National Bank of Pennsylvania, Meadville Redevelopment Authority, and Imogene Cocolin continued postpetition as to both prepetition and postpetition assets. The value of the Lenders' liens will not be greater postpetition than the value thereof at the time of filing of the Chapter 11 Petition. The Lenders had objected to the cash collateral use. The Debtor and the Lenders now agree that the Debtor is authorized to use the collateral and cash collateral in the ordinary course of business in accordance with the consent order, until the earlier of (a) 60 days from the date of entry of the Aug. 14, 2017 court order; (b) failure of the Debtors to perform any obligations under the consent order; (c) conversion of the Chapter 11 case to a case under Chapter 7 of the U.S. Bankruptcy Code; (d) occurrence of an event of default; and (e) payment in full of the Lenders' indebtedness, including all pre-petition and any post-petition debt including costs and expenses of the Lenders. The Lenders will determine prior to the expiration of the 60-day period (a) whether the Lenders will extend the 60 days period based on the performance of the Debtor during the 60-day time period and if the Debtor and the Lenders can agree on an extension of the 60-day time period, the Debtor and the Lenders will file an appropriate order with the Court extending the period. In order to provide adequate protection of the interest of the Lenders in the collateral and cash collateral, the Lenders are granted: (i) valid and perfected, first and prior, continued, continuing and replacement security interests in, and liens on all of the Debtor's right, title and interest in, to and under the Mortgaged Premises and the rents, profits and proceeds derived therefrom; (i) to the extent there is a reduction of collateral or cash collateral value after the Petition Date, and the Lenders after the Petition Date suffers a loss due to the reduction of the collateral, the Lenders will receive a priority claim pursuant to Section 507(b) upon allowance, an administrative claim under Sections 364(c)(1) and 503(b) to the extent that the loss is due to the reduction of the collateral; (iii) the Debtor will make the interest-only, adequate protection payments provided for in the motion to Cocolin in the total amount of $307.70 per month; and (iv) the Debtor will maintain the value of the business and collateral as a going concern, pending reorganization or sale, in accordance with the motion and budget. The Debtor is not permitted to use rents which have been demanded and in the event that a tenant inadvertently pays the Debtor, the Debtor will immediately turn over the funds to JTS. An event of default will have occurred if the Debtor (a) fails to maintain appropriate insurance; (b) fails to pay the utilities and the utilities are shut off; (c) fails to perform any duty or obligation under this Consent Order including the failure to make a payment to Lenders; (d) fails to turn over rents to JTS that have been demanded; (e) discontinues or is ordered to discontinue the conduct of its business in the ordinary course; (f) the case is converted to a Chapter 7 case under the U.S. Bankruptcy Code; (g) a trustee is appointed under any chapter of the Bankruptcy Code; (h) the automatic stay provided in 11 U.S.C. Section 362, as it relates to the collateral, or any of it, will be terminated, annulled, modified or conditioned in favor of any other creditor, except upon court order in any proceeding to which Lenders had notice and an opportunity to be heard; or (i) the Court will determine after notice and hearing that the Debtor will not have sufficient cash or cash collateral available for it to continue its business operations in the ordinary course. A copy of the court order is available at: http://bankrupt.com/misc/pawb17-10704-54.pdf About FCBM LLC FCBM, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10704) on July 5, 2017. Ed Fine, manager, signed the petition. Judge Thomas P. Agresti presides over the case. The Debtor estimated assets and liabilities of less than $1 million. John F. Kroto, Esq., and Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett P.C., serves as the Debtor's counsel. Cherie Jones, at Coldwell Banker, is the Debtor's real estate broker. FLW / 100 L.L.C.: Foreclosure Auction on Sept. 1 ------------------------------------------------ The real property of FLW / 100, L.L.C., an Arizona limited liability company, will be sold at public auction to the highest bidder at 1:00 p.m., on September 1, 2017, at the offices of Ballard Spahr LLP in Phoenix, Arizona. Proceeds of the sale will be used to pay off debt in the original principal balance of $11,000,000 owed to U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7. The original lender is Countrywide Commercial Real Estate Finance, Inc., a California corporation. Magnus Title Agency, a Division of Title Security Agency of Arizona, an Arizona corporation, served as Trustee to the Original Lender. The property is located at 14148-14150 North 100th Street, Scottsdale, AZ 85260. U.S. Bank may be reached at: U.S. BANK NATIONAL ASSOCIATION NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7 c/o LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, FL 33139 Ballard Spahr may be reached at: Jeffrey S. Pitcher Trustee Ballard Spahr LLP 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 FORESIGHT ENERGY: Bank Debt Trades at 4% Off -------------------------------------------- Participations in a syndicated loan under Foresight Energy is a borrower traded in the secondary market at 95.80 cents-on-the-dollar during the week ended Friday, August 25, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.70 percentage points from the previous week. Foresight Energy pays 575 basis points above LIBOR to borrow under the $0.825 billion facility. The bank loan matures on March 7, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended August 25. FORTRESS TRANSPORTATION: S&P Affirms B+ Rating on Sr. Unsec. Notes ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issue-level rating on New York-based Fortress Transportation and Infrastructure Investors LLC's (FTAI) outstanding $350 million senior unsecured notes after the company upsized the issuance by $100 million. The add-on features the same terms as the existing notes, which have an interest rate of 6.75% and mature on March 15, 2022. S&P said, "Our '2' recovery rating on the notes remains unchanged, indicating our expectation that lenders would receive substantial recovery (70%-90%; rounded estimate: 85%) of their principal in the event of a payment default. The company will use the proceeds from this loan to pay down the borrowings under its new $75 million revolving credit facility and for general corporate purposes." FTAI is a relatively small participant in the aircraft and aircraft engine operating leasing and infrastructure businesses. FTAI's aviation assets are older than those at most of the other aircraft leasing companies that we rate, which raises the potential for future cash flow volatility. S&P said, "We expect that the company will receive only a minimal earnings contribution from its terminals that serve the offshore energy market this year because of weak market conditions and low commodity prices. We assess FTAI's business risk profile as vulnerable, its financial risk profile as significant, and its liquidity as adequate." S&P said, "The stable outlook on FTAI reflects our expectation that the company will continue to focus on expanding its leasing operations and investing in its infrastructure assets while maintaining adequate liquidity. We forecast that the company's consolidated operations will maintain an EBIT interest coverage ratio of at least 1.1x over the next year. "We could raise our ratings on FTAI over the next year if the company substantially improves its scale and competitive position while sustaining EBIT interest coverage of at least 1.3x and a funds from operations-to-debt ratio of at least 9%. "Although unlikely, we could lower our ratings on FTAI over the next year if the company's consolidated EBIT interest coverage falls below 1.1x on a sustained basis. This could occur if the company's revenue and cash flow underperform our expectations due to weaker-than-expected demand and pricing in all of its operations." RATINGS LIST Fortress Transportation and Infrastructure Investors LLC Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged Fortress Transportation and Infrastructure Investors LLC Senior Unsecured B+ Recovery Rating 2(85%) FOURZERO INC: Unsecureds to Get 15%, Plus 4.5% Interest in 60 Mos. ------------------------------------------------------------------ Fourzero, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico an amended small business disclosure statement dated Aug. 16, 2017, referring to the Debtor's plan of reorganization. General unsecured creditors are classified in Class 3, and will receive a distribution of 15.0% of their allowed claims plus 4.5% legal interest -- for a total amount of $6,793 -- to be distributed in 60 consecutive monthly installments commencing on the effective date of the Plan. The holders will get $114 per month starting Nov. 11, 2017, and ending on Nov. 1, 2022. Class 4 claims are impaired by the Plan. Payments and distributions under the Plan will be funded from the revenues of the restaurant operation. The hearing at which the Court will determine whether to finally approve this Amended Disclosure Statement and confirm the Plan will take place on Sept. 20, 2017, at 9:00 a.m. Ballots must be received by Sept. 6, 2017. Objections to the Amended Disclosure Statement or to the confirmation of the Amended Plan must be filed with the Court by Sept. 6, 2017, or by an earlier date as the Court may fix. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb16-00100-110.pdf As reported by the Troubled Company Reporter on Jan. 4, 2017, the Debtor filed a plan which proposed that general unsecured creditors recover 11.7% of their allowed claims. They would receive payments of their claims in 60 months at an interest rate of 4.5%. About Fourzero Inc. Fourzero, Inc., is a corporation created and operating pursuant to the laws of the Commonwealth of Puerto Rico which was originally incorporated on March 8, 2006. It is a small business within the meaning of 11 USC Section 101(51D). Shortly after its inception, on April 4, 2006, the Debtor executed a franchise contract with Franquicias de Martins BBQ, Inc. This contract was renewed by contract titled "Contrato de Renovacion y Franquicias" dated July 30, 2015. Through the franchise agreement, the Debtor was authorized to operate a restaurant of Franquicias de Marins in the Municipality of San Sebastian, Puerto Rico, in exchange of the use of the commercial name and brand, and for the use of methods, procedures, and other industrial and intellectual rights. The Debtor sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-00100) on Jan. 12, 2016. The Debtor is represented by Manuel A. Segarra Vazquez Law Office. The case is assigned to Judge Mildred Caban Flores. FRONTIER COMMUNICATIONS: Bank Debt Trades at 5% Off --------------------------------------------------- Participations in a syndicated loan under Frontier Communications is a borrower traded in the secondary market at 94.56 cents-on-the-dollar during the week ended Friday, August 25, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.66 percentage points from the previous week. Frontier Communications pays 375 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on June 1, 2024 and carries Moody's B1 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended August 25. FUNCTION(X) INC: Reaz Islam Agrees to Grant $500,000 Loan --------------------------------------------------------- Function(X) Inc. entered into the Line of Credit Grid Promissory Note with Sillerman Investment Company IV, LLC on June 11, 2015. On Aug. 21, 2017, the Company's Board approved entering into a Line of Credit Promissory Note with Reaz Islam, the chief investment officer of the Company. Pursuant to the RI Promissory Note, Mr. Islam agreed to loan the Company up to $500,000. The transaction was structured with the RI Promissory Note assuming the obligation to fund up to $500,000 of the remaining amount available to be drawn under the Grid Promissory Note and was secured under the same Security Agreement and subject to the provisions of the Intercreditor Agreement dated July 8, 2016, as reported on the Company's Current Report on Form 8-K filed on July 13, 2016. The Company intends to use the proceeds of the RI Promissory Note to fund working capital requirements and for general corporate purposes. In connection with the foregoing, the Company amended the Grid Promissory Note to extend the maturity date to Feb. 28, 2019, to coincide with the maturity date of the RI Promissory Note, and to reduce the amount available to be drawn under the Grid Promissory Note by $500,000, to $9,063,000. Because the transactions were affiliate transactions, they were approved by the Company's independent directors. The Company borrowed $150,000 under the RI Promissory Note. About Function(x) Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). The Company's segments include Wetpaint, which is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion; Choose Digital, which is a business-to-business platform for delivering digital content; DDGG, which is a business-to-business operator of daily fantasy sports, and Other. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. Function(x) incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. As of Dec. 31, 2016, Function(x) had $31.80 million in total assets, $27.94 million in total liabilities and $3.85 million in total stockholders' equity. BDO USA, LLP, in New York, 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 at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. GATOR EQUIPMENT: Sale of Houma Property to Morea for $720K Approved ------------------------------------------------------------------- Judge Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana authorized Gator Equipment Rentals of Iberia, LLC and affiliates to sell the immovable property located at 603 Apache, Houma, Terrebonne Parish, Louisiana, also known as Lot 10 Block 12, Addn 3, Sugar Mill Point Estates, to Mark Morea for $720,000. A hearing on the Motion was held on Aug. 22, 2017. The sale is free and clear of all liens and encumbrances, including, without limitation, the liens and encumbrances. The actual and necessary costs and expenses associated with the sale proposed are approved as administrative expenses, including without limitation, including cancellation charges, recordation charges, real estate taxes and other closing costs attributable to the estate, and the Debtors and/or their authorized closing agent is authorized to make immediate payment of such expenses. Following the sale contemplated, the sale proceeds will be distributed as follows: a. First, payment of all necessary costs of the sale paid by sellers at closing, including cancellation charges, recordation charges, real estate taxes and other closing costs attributable to the estate. b. Second, $28,800 to realtor Barbara Womack-Lirette of Proprie'te' Shoppe Real Estate, LLC for 3% commission on the sale. c. Third, to Regions Bank up to the amount of its outstanding allowed claim. d. Fourth, the remainder (if any) to be held in escrow pending further order of the Court. The Sale Order will be immediately effective and executory upon entry on the docket of the record of the case, and that the 14-day stay provided by Fed. R. Bankr. P. 6004(h) will be abrogated and waived by the Sale Order, so as to allow the parties to proceed immediately to effectuate the closing and transfers contemplated by and within the Sale Motion and the Sale Order. Unless the Sale Order will be stayed by means of an order issued by a Court with authority to stay the effectiveness of the Sale Order, the closing of the sale will be concluded within the deadline established by the parties. About Gator Equipment Rentals Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment Rentals, LLC, are engaged in the equipment rental business. Most of the equipment rented is used in the construction and oil and gas industries. Gator Equipment Rentals of Iberia, et al., filed Chapter 11 petitions (Bankr. W.D. La. Lead Case Nos. 16-51667) on Dec. 5, 2016. Judge Robert Summerhays oversees the Debtors' cases. The Debtors are represented by Paul Douglas Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond, Esq., at Stewart Robbins & Brown LLC. They also have employed BlackBriar Advisors, LLC to provide a chief restructuring officer; and Gordon Brothers Asset Advisors, LLC, as equipment appraisers. Gator Equipment Rentals of Iberia and Gator Equipment Rentals of Fourchon estimated under $50,000 in assets and between $1 million and $10 million in liabilities. Gator Crane Service, and Gator Equipment Rentals estimated between $1 million and $10 million in both assets and liabilities. GENERAL NUTRITION: Bank Debt Trades at 5% Off --------------------------------------------- Participations in a syndicated loan under General Nutrition is a borrower traded in the secondary market at 95.30 cents-on-the-dollar during the week ended Friday, August 25, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.45 percentage points from the previous week. General Nutrition pays 250 basis points above LIBOR to borrow under the $1.35 billion facility. The bank loan matures on March 2, 2019 and carries Moody's Ba3 rating and Standard & Poor's BB rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended August 25. GETTY IMAGES: Bank Debt Trades at 14% Off ----------------------------------------- Participations in a syndicated loan under Getty Images Inc is a borrower traded in the secondary market at 86.40 cents-on-the-dollar during the week ended Friday, August 25, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.29 percentage points from the previous week. Getty Images pays 350 basis points above LIBOR to borrow under the $1.9 billion facility. The bank loan matures on Oct. 14, 2019 and carries Moody's B3 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended August 25. GIBRALTAR SUNSHINE: Phoenix Property to Be Sold at Oct. 12 Auction ------------------------------------------------------------------ Michelle Ghidotti-Gonsalves, as Trustee, will sell at public auction to the highest bidder, the property of Gibraltar Sunshine H, LLC, a Delaware limited liability company, TIC Sunshine 1, LLC, a Delaware limited liability company, TIC Sunshine 2, LLC, a Delaware limited liability company, TIC Sunshine 3, LLC, a Delaware limited liability company, TIC Sunshine 5, LLC, a Delaware limited liability company. Gibraltar et al. are headquartered at 509 E. Montecito Street, 2nd Floor Santa Barbara, CA 93103. The auction will be held at the main entrance of the Superior Court Building, 201 W. Jefferson, Phoenix, AZ 85003 on Oct. 12, 2017, at 11:30 a.m. The property to be sold are located at 3600 North 2nd Avenue Phoenix, AZ 85013. Proceeds of the sale will be used to pay debt in the Original Principal Balance of $10,400,000 owed to Wells Fargo Bank, N.A., as Trustee, for the registered holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-2 c/o CWCapital Asset Management, LLC 7501 Wisconsin Avenue, Ste 500 West Bethesda, MD 20814. Ms. Ghidotti-Gonsalves may be reached at: Michelle Ghidotti-Gonsalves Attorney at Law c/o Assured Lender Services, Inc. 2552 Walnut Avenue, Suite 100 Tustin, CA 92780 GLENN PATERNOSTER: Sale of Newport Beach Property for $2.8M Okayed ------------------------------------------------------------------ Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada authorized Glenn A. Paternoster and Carmel P. Paternoster to sell the real property commonly known as 2017 E Ocean Blvd, Newport Beach, California, to James Cefalia for $2,800,000 (adjusted from $2,825,000 to account for credit given to the Buyer for extending closing(s)). A hearing on the Motion was held on July 24, 2017 at 1:30 p.m. The sale is free and clear of all liens and encumbrances with liens and encumbrances to attach to the sale proceeds in the appropriate order of priority. The immediate distribution of the sale proceeds by the escrow agent, as contemplated in the appropriate and current escrow instructions and title report, and as contemplated in the Motion and purchase agreement, is allowed, thereby satisfying the debts, as those debts relate to the Property as liens and encumbrances. The IRS will be paid whatever sale proceeds that are not otherwise transmitted to Nationstar Mortgage, LLC and that are not otherwise allocated to any superior encumbrances or the standard costs and expenses of closing; and through the consent of the IRS, as noted on the record on the hearing and through approval of the Order by the IRS, it is deemed that it agrees to partial satisfaction as it relates to the Property and allows and consents to all appropriate releases; and that the applicable escrow or title company facilitating the sale will tender such monies to the IRS in the manner and to the address requested by the IRS; and that notwithstanding the foregoing, the IRS will consent to the sale of the property free and clear of its liens, as long as all proceeds remaining after payment to Nationstar Mortgage and/or any senior encumbrancer provided that said amount exceeds $480,000; and that the Debtors will transmit to the IRS, within 30 days of the date of the hearing, the basis of the Property at the time of sale. The Nationstar Mortgage will be paid in full from the proceeds of the sale pursuant to an updated total payoff demand, unless it expressly consents in writing to accept a lesser amount; and Nationstar Mortgage will be permitted to submit an updated payoff demand to the applicable escrow or title company facilitating the sale so that its Claim is paid in full at the time the sale of the Property is finalized; and in the event that the sale of the Property does not take place, Nationstar Mortgage will retain its Lien for the full amount due under the Subject Loan. The 14-day stay period under Bankruptcy Rule 6004(h) is waived. About the Paternosters Glenn A. Paternoster and Carmel P. Paternoster live Las Vegas, Nevada. Mr. Paternoster is a practicing attorney, focusing on personal injury cases, and owns the Paternoster Law Group. The Paternosters also own and manage an investment property in Newport Beach, California. The Paternosters sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-13415) on June 23, 2017. The Debtors' attorneys: David A. Riggi, Esq 5550 Painted Mirage Rd., Suite 120 Las Vegas, NV 89149 Tel: 1-702-463-7777 Fax: 1-888-306-7157 E-mail: RiggiLaw@gmail.com GLYECO INC: Deregisters 11.4 Million Common Shares -------------------------------------------------- GlyeCo, Inc., filed with the Securities and Exchange Commission a post-effective amendment No. 1 relating to the Registration Statement on Form S-1 of the Company, which was filed with the SEC on Feb. 8, 2017, as amended on June 14, 2017, and June 30, 2017, by pre-effective amendment relating to the sale of 40,000,000 shares of common stock of the Company, par value $0.0001 per share. As of Aug. 25, 2017, 11,366,219 shares of Common Stock are unissued pursuant to the Form S-1. The offering described in the Registration Statement has terminated. Accordingly, the Company amended the Registration Statement to deregister 11,366,219 shares of common stock registered pursuant to the Registration Statement that remain unsold. A full-text copy of the regulatory filing is available at: https://is.gd/yZfHt8 About GlyEco, Inc. Phoenix, Ariz.-based GlyEco -- http://www.glyeco.com/-- is a specialty chemical company, leveraging technology and innovation to focus on vertically integrated, eco-friendly manufacturing, customer service and distribution solutions. The Company's eight facilities, including the recently acquired 14-20 million gallons per year, ASTM E1177 EG-1, glycol re-distillation plant in West Virginia, deliver superior quality glycol products that meet or exceed ASTM quality standards, including a wide spectrum of ready to use antifreezes and additive packages for antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. Glyeco reported a net loss of $2.26 million on $5.59 million of net sales for the year ended Dec. 31, 2016, compared to a net loss of $12.45 million on $7.36 million of net sales for the year ended Dec. 31, 2015. As of June 30, 2017, GlyEco had $14.04 million in total assets, $9.75 million in total liabilities and $4.29 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2016, has an accumulated deficit of $36,815,063 as of Dec. 31, 2016, and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GREAT FOOD: May Use Cash Collateral Until Oct. 31 ------------------------------------------------- The Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York has granted Great Food Great Fun, LLC, et al., final authorization to use cash collateral through Oct. 31, 2017. A further hearing on the Debtors' use of cash collateral after Oct. 31 will be held on Oct. 30, 2017, at 10:00 a.m. As reported by the Troubled Company Reporter on Aug. 11, 2017, the Court previously granted the Debtor authorization to use cash collateral on an interim basis. The secured creditors having claim liens against the Debtors are U.S. Foods, Inc./U.S. Foodservice, Inc.; Cosina Corporation; the Internal Revenue Service; the New York State Department of Taxation and Finance; Snap Advances, LLC; GU Capital; Tango Capital; and Northwest Savings Bank. As additional adequate protection to the Secured Creditors, the Secured Creditors are granted "rollover" replacement liens in post-petition assets of the Debtors of the same relative priority and on the same types and kinds of collateral as they possessed pre-petition, as the same may ultimately be dtermined, to the extent of csh collateral actually used and not paid down by the Debtors, effective as of the date of the filing of the case, without the necessity of any further public filing or other recordation to perfect the liens or security interests. As additional adequate protection to the Secured Creditors, debtor Great Food Great Fun will make these adequate protection payments: a. as adequate protection to GFGF landlord Cosima, current rent will be paid at the rate of $1,500 per week. Additionally, starting on Sept. 1, 2017, GFGF will start making payments of $1,000.69 per month toward back rental amounts owed by GFGF; b. as adequate protection to U.S. Foods, all current purchases will be paid COD upon delivery. Additionally, GFGF will pay $1,000 per week toward arrears owed; and c. as adequate protection to partially secured claims of the IRS, GFGF will make adequate protection payments to the IRS at the rate of $750 per week, starting Aug. 10, 2017. AS additional adequate protection to the Secured Creditors, debtor Professional Hospitality will make these adequate protection payments: i. as adequate protection to U.S. Foods, all current purchases will be paid COD upon delivery. Additionally, PH will pay $10,000 per week toward arrears owed until its seasonal closure on Sept. 30, 2017; and ii. as adequate protection to the partially secured claims of NYS Tax, PH will make payments at a rate of $1,000 per week, starting Aug. 10, 2017, until its seasonal closure on Sept. 30, 2017. A copy of the Order is available at: http://bankrupt.com/misc/nywb17-11557-67.pdf About Great Food Great Fun and Professional Hospitality Great Food Great Fun, LLC, and Professional Hospitality, LLC, filed Chapter 11 petitions (Bankr. W.D.N.Y. Case Nos. 17-11557 and 17-11558, respectively). Judge Carl L. Bucki presides over the Debtors' cases. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, serves as counsel to the Debtors. GREATER GOOD: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: Greater Good Hope Baptist Church, Inc. 840 South 26th Street Louisville, KY 40211 Type of Business: The Debtor owns the Greater Good Hope Baptist Church located at 840 South 26th Street Louisville, KY 40211, valued at $300,000. Chapter 11 Petition Date: August 28, 2017 Case No.: 17-32758 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Judge: Hon. Alan C. Stout Debtor's Counsel: Charity Bird Neukomm, Esq. KAPLAN & PARTNERS LLP 710 West Main Street, 4th Floor Louisville, KY 40202 Tel: 502-540-8285 Fax: 502-540-8282 Email: cneukomm@kplouisville.com Total Assets: $324,021 Total Liabilities: $1.06 million The petition was signed by Nann L. Easton, Chair. The Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/kywb17-32758.pdf GREEN TERRACE: Court Approves Hafer Co as Accountant ---------------------------------------------------- Green Terrace Condominium Association, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Hafer Co LLC as its accountant. The firm will prepare the Debtor's federal income tax returns for 2015 and 2016, and will be paid between $350 and $1,200 per return. Nicole Johnson, director of operations at Hafer Co, disclosed in a court filing that her firm does not represent any interest adverse to the Debtor's estate or creditors. The firm can be reached through: Nicole Johnson Hafer Co LLC 249 Royal Palm Way, Suite 300 Palm Beach, FL 33480 Phone: (561) 655-8700 About Green Terrace Condominium Green Terrace Condominium Association, Inc., based in West Palm Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-19188) on July 21, 2017. In its petition, the Debtor estimated less than $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Kolman Kenigsberg as receiver for the Debtor. Judge Paul G. Hyman, Jr. presides over the case. Eric A Rosen, Esq., at Fowler White Burnett, P.A., serves as bankruptcy counsel. The Debtor's list of 16 unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-19188.pdf GREYSTONE LOGISTICS: Posts $1.66 Million Net Income in Fiscal 2017 ------------------------------------------------------------------ Greystone Logistics, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income attributable to common stockholders of $1.66 million on $40.04 million of sales for the fiscal year ended May 31, 2017, compared to net income attributable to common stockholders of $271,726 on $26.34 million of sales for the year ended May 31, 2016. As of May 31, 2017, Greystone had $28.52 million in total assets, $27.38 million in total liabilities and $1.14 million in total equity. During fiscal year 2017, Greystone incurred new debt of $7,112,327 principally for the acquisition of production equipment. The new debt included a capital lease in the amount of $5,323,864 to acquire two injection molding machines and related molds to increase its production for one of its major customers whose business is leasing plastic pallets. Future minimum lease payments are based on sales of pallets produced by the equipment and are projected to be $2,400,000 and $1,560,936 in fiscal years 2018 and 2019, respectively. Greystone's principal long-term debt obligations include term notes with International Bank of Commerce which mature on Jan. 7, 2019, and a note payable to Mr. Rosene maturing on Jan. 15, 2019. To provide for the funding to meet Greystone's operating activities and contractual obligations as of May 31, 2017, Greystone will have to continue to produce positive operating results or explore various options including long-term debt and equity financing. However, there is no guarantee that Greystone will continue to create positive operating results or be able to raise sufficient capital to meet these obligations. Substantially all of the financing that Greystone has received through May 31, 2017, has been provided by loans or through bank loan guarantees from the officers and directors of Greystone, the offerings of preferred stock to current and former officers and directors of Greystone in 2001 and 2003 and through a private placement of common stock completed in March 2005. Greystone continues to be dependent upon its officers and directors to provide and/or secure additional financing and there is no assurance that either will do so. Greystone has 50,000 outstanding shares of cumulative 2003 Preferred Stock for a total of $5,000,000 with a preferred dividend rate at the prime rate of interest plus 3.25%. A full-text copy of the Form 10-K is available for free at: https://is.gd/bhwEar About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. * * * This concludes the Troubled Company Reporter's coverage of Greystone Logistics, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. GUADALUPE REGIONAL: Fitch Affirms BB Rating on $115.4MM Bonds ------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following bonds issued by the Board of Managers, Joint Guadalupe County - City of Seguin, TX Hospital, d/b/a Guadalupe Regional Medical Center (GRMC): -- $115.4 million hospital mortgage revenue, refunding and improvement bonds, series 2015. The Rating Outlook is Stable. SECURITY The bonds are secured by a mortgage on hospital property, pledge of gross revenues and a debt service reserve fund. KEY RATING DRIVERS ELEVATED DEBT: Debt is elevated as measured by debt to capitalization of 71% and debt-to-EBITDA of 7.1x as of Jun. 30, 2017, unfavorable to Fitch's below investment-grade ('BIG') medians. MIXED LIQUIDITY: GRMC's high level of debt is reflected in 31% cash to debt and a 4.8x cushion ratio, unfavorable to 'BIG' category medians as of June 30, 2017. GRMC's 125 days of cash on hand (DCOH) at June 30, 2017 is favorable to the 96 DCOH 'BIG' category median. REVENUE BASE RISKS: GRMC is vulnerable to changes in governmental reimbursement given a high 60% exposure to Medicare and Medicaid payors on a gross revenue basis and to revenue volatility given a high 12% self-pay component. VARIABILITY IN PROFITABILITY: GRMC's profitability is sensitive to small changes in utilization due to its average daily census of just 48 and small $106 million revenue base. Softening utilization and uneven supplemental Medicaid funding have contributed to a weakening of fiscal 2015 and 2016 earnings. However, operating performance has rebounded through the nine months ended June 30, 2017. COMPETITIVE AND GROWING SERVICE AREA: GRMC operates in a competitive and rapidly growing service area about 35 miles east of San Antonio, TX. It has a 29% market share within its primary service area, which covers most of Guadalupe County. RATING SENSITIVITIES MANAGE PROFITABILITY CHALLENGES: Fitch expects Guadalupe Regional Medical Center to manage changes in supplemental funding due to the uncertainty with the Texas Medicaid Waiver program. Larger than expected reductions that results in lower profitability and debt service coverage would lead to negative rating action. HAMPSHIRE GROUP: Liquidation Trustee May Investigate Insiders ------------------------------------------------------------- Hampshire Group, Limited, et al., and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated Aug. 16, 2017, for the first amended joint Chapter 11 plan of liquidation for the Debtors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb16-12634-317.pdf The cash required to fund the Plan will come from, among other sources, (i) cash held by the Debtors on the Effective Date; (ii) collection of the Debtors' remaining unpaid accounts receivable; (iii) any recoveries related to the issuance of the bond and the related letter of credit draw; (iv) monetization of any other Trust Assets; and (v) the prosecution and/or settlement of Causes of Action. According to the latest Disclosure Statement, there are other potential sources of recovery by the estates. On May 19, 2017, the Court entered an order authorizing and approving the Debtors' entry into an agreement to engage Atwell, Curtis & Brooks, Ltd., to collect up to approximately $120,000 of unpaid accounts receivable of the Debtors. Collection efforts remain ongoing. In addition, under the Plan, the Liquidation Trustee is empowered to investigate, prosecute, and resolve claims and Causes of Action. While the investigation and analysis of potential Causes of Action remains ongoing, the Liquidation Trustee may investigate, among other things, the following: all Avoidance Actions, including, without limitation, preference actions and fraudulent transfer actions. As reflected in the Debtors' Schedules of Assets and Liabilities and Statement of Financial Affairs, the Debtors made approximately $5.3 million in payments during the 90-day period prior to the filing of the bankruptcy cases. In addition, prior to the Petition Date, one or more of the Debtors engaged in the purchase and disposition of certain assets and ownership interests, including, without limitation, transactions involving Rio, Gramicci, and termination of the New York City lease, among others. The Liquidation Trustee may also investigate any potential Causes of Action involving any of the Debtors' current or former insiders; all claims for recoveries relating to the $500,000 Customs Bond and the related letter of credit draw; and all claims against any person regarding the pre-bankruptcy termination, modification or withdrawal of any license agreement or other contract between any of the Debtors and the Person. Each of the above, as well as other transactions and other potential Causes of Action, may be investigated by the Liquidation Trustee and, if appropriate, litigation may be commenced. At this juncture, it is difficult to estimate precisely the outcomes and magnitude of any possible recoveries on any potential Causes of Action. The Court has scheduled the confirmation hearing for Sept. 27, 2017, at 1:30 p.m. (prevailing Eastern Time). Objections to confirmation of the Plan must be filed by Sept. 20, 2017, at 4:00 p.m. (prevailing Eastern Time). All ballots must be submitted by Sept. 20, 2017, at 5:00 p.m. (prevailing Eastern Time). As reported by the Troubled Company Reporter on Aug. 2, 2017, the Debtors and the Committee filed with the Court a disclosure statement dated July 19, 2017, for the joint Chapter 11 plan of liquidation. As set forth in the Committee Liquidation Analysis, the Committee estimated that recoveries for holders of allowed claims in Class 2 could be between 0.2% and 29% under the Plan. The Committee also believed that holders of allowed claims in Class 2 would receive smaller distributions in liquidation under Chapter 7 of the U.S. Bankruptcy Code. About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP), is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. Hampshire Group, Limited and two affiliates -- Hampshire Brands and Hampshire International -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016, to facilitate the orderly wind-down of their business operations. The petitions were signed by Paul Buxbaum, president and chief executive officer. Hampshire Group disclosed $25.9 million in assets and $41.8 million in liabilities. Brands listed under $50 million in both assets and debt. International listed under $50,000 in assets and under $50 million in liabilities. Louis M. Rappaport, Esq., at Blank Rome LLP represents the Debtors. William Drozdowski of GRL Capital Advisors LLC has been tapped as the Debtors' chief financial officer. The U.S. Trustee for Region 3 has appointed five creditors to serve in the official unsecured creditors committee in the case. Pachulski Stang Ziehl & Jones LLP serves as legal counsel and Gavin/Solmonese LLC as financial advisor to the Committee. * * * The Bankruptcy Court authorized Hampshire Group, Limited, to sell certain assets to The Fashion Exchange, LLC, pursuant to an asset purchase agreement dated Jan. 13, 2017. The sold assets include James Campbell assets. The consideration for the Inventory on Hand will be an amount equal to $10.95 multiplied by the number of items of Inventory on Hand as of the Closing Date. The consideration for all other Acquired Assets will be $0.14 million. Klestadt Winters Jureller Southard & Stevens, LLP, served as legal advisor to the buyer. HAUBERT HOMES: Unsecureds to Recoup Up to 7% Under Plan ------------------------------------------------------- Haubert Homes, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania an amended disclosure statement in support of the Debtor's plan of reorganization. While the Debtor cannot guarantee any particular return, at the present time, assuming that all assets are properly liquidated, the Debtor anticipates that a dividend of approximately 5% to 7% will be paid to unsecured creditors. No certainty as to any payment exists, however. Because the liquidation of the Debtor's assets is dependent upon the sale of real estate, it is hoped that the Debtor's assets will be liquidated within the next six months, however, such is uncertain. The Debtor scheduled various unsecured claims as owed to, for the most part, suppliers and subcontractors. The total amount of scheduled unsecured claims is in excess of $3.60 million. The Plan is a Liquidation Plan. Accordingly, after payment of all Class 1 Professional Administrative Costs, Class 2 Administrative Claims, and Class 3 Priority Tax Claims, Class 6 Unsecured Claim holders will receive a pro rata distribution of each allowed unsecured claim. These sums will be realized from the Debtor's remaining Real Property as set forth in the Plan consisting of the Weatherfield Real Property, the Weatherton Farms Real Property and any proceeds which may remain from Old Iron Estates after payment in full of the First National Bank/Metro Bank Claim. Funds to be realized for the distribution to unsecured creditors will also be any proceeds received on account of the Debtor's ownership in any of the Entities and on account of collection of any Accounts Receivables. The Debtor believes that the only Receivable which may result in any appreciable funds to the Debtor might be payment from Westbranch Real Estate Development, L.P. The balance currently owed for the Westbranch Real Estate Development, L.P., receivable is $159,283.13. The funds are those which remain after payment of professional fees and accountants, and the cost of filing of tax returns, costs of distribution, and fees owed to the United States Trustee. Payment from the sale of parcel of Real Property will first occur to the appropriate real estate taxing authority. Distribution will thereafter be made to Classes 1, 2 and 3. Thereafter, disbursement may be made pro rata to Class 6 Unsecured Creditors. The Disbursing Agent may make distributions on an interim basis if it determines that it can be done in an economically feasible manner. The Plan further provides that in the event that distribution has not been justified, distribution will occur under the Plan may be extended from time to time. The Distribution Date is defined by the Plan as the date on which the Disbursing Agent determines to make the disbursements. The Plan provides for Asset Administrators to be appointed to liquidate and collect all of the Debtor's remaining Assets. The Asset Administrators are Robert E. Chernicoff, current counsel to the Debtor, and Joshua T. Klein, an attorney at Fox Rothschild. Fox Rothschild is counsel to the Official Committee of Unsecured Creditors. Mr. Chernicoff has acted as a Chapter 11 trustee and as a Court appointed receiver in other cases. The Asset Administrators will take all necessary steps to liquidate the Assets and collect the funds for the Debtor. Distributions will then be made in accordance with the Plan from the liquidation of the assets. The Asset Administrators are authorized to hire professionals as may be necessary to effectuate such liquidation and to wrap up the affairs of the Debtor. The Asset Administrators also have the right to pursue all Avoidance Actions and Causes of Action which the Debtor might otherwise have. In addition, the Plan provides for the creation and appointment of the Oversight Committee. The Oversight Committee will be comprised of these members of the Creditors' Committee: Kohl Building Products, LLC, Peachey's Poured Walls, Innovative Painting Systems and Allensville Planing Mill. The Oversight Committee and its members will serve without compensation. Neither the Oversight Committee, nor its members, will have any liability to any person or entity entitled to receive a distribution hereunder for any losses, damages, Claims or Causes of Action. The Oversight Committee will have the consultation powers enunciated throughout this Plan, including, but not limited to, as set forth in Section 6.1 of the Plan. To the extent necessary, in the event that the Creditors' Committee initiates and prosecutes any claims and Causes of Action prior to the Effective Date, the Oversight Committee will have consent rights with respect to the continued prosecution of the claims and Causes of Action and the conduct of the litigation related thereto by the Asset Administrators. Notwithstanding Robert E. Chernicoff's appointment as an Asset Administrator, he and all attorneys and professionals in the law firm of Cunningham, Chernicoff & Warshawsky, P.C., will be screened from any and all information, correspondence, deliberations and decisions regarding any Causes of Action except to the extent consultation is necessary for information concerning the case and as to the Debtor. The Committee has been granted derivative standing to pursue the Causes of Action to the extent that any such may exist. The Committee has engaged Alan L. Frank Law Associates, P.C., to pursue the Causes of Action. Mr. Frank is to receive compensation in an amount equal to 33.3% of any gross recoveries collection on actions for which the Committee has been granted standing to pursue. Any fees or expenses of Joshua T. Klein or any attorney and professional at the law firm of Fox Rothschild LLP with respect to the pursuit of Causes of Action will be limited to 5% of gross recoveries collected on the actions. The professionals which will be involved as to the Causes of Action after the Effective Date will attempt to avoid the unnecessary duplication of efforts. The Committee has filed a complaint against numerous parties in its pursuant of the Causes of Action. The Debtor has sold the Real Property at Coventry Place. The Weatherfield project is in the process of being sold. The Debtor will continue to sell the rest of its Remaining Real Property consisting of the single lot at Old Iron Estates and the Weatherton Farms, Indiana County lots. After payment of real estate taxes and costs of sale, the net proceeds will be utilized to fund payments under the Plan, including payments to unsecured creditors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pamb15-03340-321.pdf About Haubert Homes Haubert Homes, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-03340) on Aug. 3, 2015. The petition was signed by Don E. Haubert, Sr., president. The case is assigned to Judge Mary D. France. Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., serves as bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Official Committee of Unsecured Creditors of Haubert Homes, Inc., was appointed on Sept. 11, 2015. The Committee hired Fox Rothschild LLP, as counsel, and Alan L. Frank Law Associates, P.C., as special counsel. HELIOS AND MATHESON: Closes Issuance of $10.3-M Notes & Warrant --------------------------------------------------------------- Pursuant to the Securities Purchase Agreement dated as of Aug. 15, 2017, by and between Helios and Matheson Analytics Inc. and an institutional investor, the Company completed the sale and issuance of (1) three Senior Secured Convertible Notes to the Investor in the aggregate principal amount of $10,300,000, and (2) a warrant to purchase 1,892,972 shares of the Company's common stock, exercisable for a period of five years at an exercise price of $3.25 per share, for consideration received by the Company on the Closing Date consisting of (i) a cash payment of $220,000, and (ii) a secured promissory note payable by the Investor to the Company in the principal amount of $8,800,000. The maturity date of the Notes and the Investor Note is April 16, 2018. On the Closing Date, in connection with the closing of the August 2017 Financing: * the Company issued the Notes and the Investor Warrant to the Investor; * the Investor issued the Investor Note to the Company; * the Company entered into the Registration Rights Agreement; * the Company and its wholly-owned subsidiaries Zone Technologies, Inc. and HMNY Zone Loan LLC entered into the Security and Pledge Agreement in favor of the Investor as Collateral Agent; * Zone Technologies, Inc. and HMNY Zone Loan LLC entered into the Guaranty in favor of the Investor as Collateral Agent; and * Theodore Farnsworth, Helios & Matheson Information Technology Ltd. and its wholly-owned subsidiary, Helios & Matheson Inc., who collectively own approximately 49% of the Company's issued and outstanding common stock, entered into the Voting and Lockup Agreements with the Company. On Aug. 15, 2017, the Company received a cash payment of $2,100,000 from the Investor under the $5,000,000 Investor Note issued by the Investor to the Company on Feb. 8, 2017. On the Closing Date, the Company received an additional cash payment of $2,900,000 under the February Investor Note, a cash payment of $230,000 under the $4,900,000 Investor Note issued by the Investor to the Company on Dec. 2, 2017, as well as a cash payment of $220,000 pursuant to the August 2017 Financing. In consideration of the total amount of $5,450,000 received by the Company, the Company agreed to issue 80% of the shares of common stock that would be issuable upon full conversion of the Total Amount under the December Notes, the February Notes and the Series B Note (each, as defined in the Aug. 15, 2017 Report) at a conversion price equal to the Alternate Conversion Price as defined in the Series B Note. About Helios and Matheson Helios and Matheson Analytics Inc. (NASDAQ: HMNY) 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. For more information, visit the Company www.hmny.com. 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. HELLER EHRMAN: Bid To Reconsider Decision on Shareholder Row Denied ------------------------------------------------------------------- Dorothy Atkins, writing for Bankruptcy Law360, reports that a split Ninth Circuit panel denied Heller Ehrman LLP's request for reconsideration of the decision reversing a bankruptcy court ruling that ordered the Firm to pay a former shareholder almost $1.2 million, rejecting arguments that the firm is still liable for shareholders' contract claims after its dissolution. About Heller Ehrman Headquartered in San Francisco, California, Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D. Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones LLP assisted the Debtor in its restructuring effort. The Official Committee of Unsecured Creditors is represented by Felderstein Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets and debts at $50 million to $100 million as of the Petition Date. According to reports, the firm had roughly $63 million in assets and 54 employees at the time of its filing. On Aug. 13, 2010, the Court confirmed Heller's Joint Plan of Liquidation. HESSIAN-RUPLE: Sept. 19 Auction of Fountain Hills, AZ Property -------------------------------------------------------------- The property of Hessian-Ruple Investments, Inc., will be sold at public auction to the highest bidder at the law offices of: Quarles & Brady LLP Two North Central Avenue Phoenix, AZ 85004 on Sept. 19, 2017, at 10:00 a.m. The property is located at 16813 East Palisades Boulevard, Fountain Hills, Arizona 85268. Proceeds from the sale will be used to pay debt in the original principal balance of $832,400 owed to: Wells Fargo Bank, N.A. 2701 East Camelback Road, Suite 100 Phoenix, Arizona 85016 Pursuant to A.R.S. Section 47-9604, W. Scott Jenkins, Jr., Esq., at Quarles & Brady LLP, as Trustee, will also sell some or all of the personal property, fixtures and other collateral described in the Deed of Trust. Quarles & Brady may be reached at: W. Scott Jenkins, Jr., Esq. Quarles & Brady LLP Two North Central Avenue Phoenix, AZ 85004 E-mail: Elizabeth.Hibbs@quarles.com Tel: 602-230-5531 Every bidder except for Wells Fargo will be required to provide a $10,000 deposit in form satisfactory to Trustee as a condition to entering a bid. Wells Fargo reserves the right to transfer the secured indebtedness to, and/or to acquire title to all or part of the collateral in the name of, a title-holding affiliate following the commencement of this sale. This sale will not exhaust the power of sale contained in the Deed of Trust as to any remaining property encumbered by the Deed of Trust, which may, at Wells Fargo's option, be sold in one or more subsequent sale proceedings. HHH CHOICES: Unsecureds to Recoup Up to 36.5% Under Panel's Plan ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of the HHH Choices Health Plan, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement dated Aug. 15, 2017, referring to the Debtor's Chapter 11 plan of liquidation. Under that Plan, holders of Class 3 Unsecured Claims, in full and final satisfaction, release and settlement of the allowed claims, will from time to time receive pro rata distributions of cash from the net proceeds until they receive 100% of the allowed amounts of their allowed claims without interest. Class 3 is an impaired class that is entitled to vote on the Plan. The Committee estimates that the recovery for holders of allowed unsecured claims will be 27.2% to 36.5%. The Plan will be implemented by the plan administrator in a manner consistent with the terms and conditions set forth in the Plan and the confirmation court order. Charles M. Berk is the proposed Plan Administrator. Mr. Berk is a Managing Director of CBIZ Accounting, Tax and Advisory of New York, LLC. On the Effective Date, the monetization of the Debtor's remaining assets and causes of actions and distributions to creditors will become the general responsibility of the Plan Administrator. The Confirmation Order will provide for the appointment of the Plan Administrator. The compensation for the Plan Administrator shall be $715 per hour. The Plan Administrator will be deemed the Estate's representative in accordance with Section 1123 of the U.S. Bankruptcy Code and will have all powers, authority and responsibilities specified under Sections 704 and 1106 of the Bankruptcy Code. The Plan Administrator will be required to obtain and maintain a bond in an amount equal to 110% of remaining cash. As Remaining Cash is reduced through distributions and payments by the Plan Administrator and additional cash comes into the Estate, the Plan Administrator will, at the appropriate time, adjust the amount of the bond to an amount equal to at least 110% of the amount of cash in the Estate. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-11158-590.pdf As reported by the Troubled Company Reporter on Aug. 16, 2017, the Debtor filed a Chapter 11 plan of liquidation, which proposes that general unsecured creditors be paid in full. About HHH Choices Health Plan Three alleged creditors owed about $1.9 million submitted an involuntary Chapter 11 petition for HHH Choices Health Plan, LLC, on May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan. The petitioners are The Royal Care, Inc. (allegedly owed $772,762), Amazing Home Care Services ($1,178,752), and InterGen Health LLC ($42,298), all claiming that they are owed by the Debtor for certain services rendered. They all tapped Weinberg, Gross & Pergament, LLP, as counsel. With the consent from the board of directors, HHH Choices filed a notice of consent to order for relief on June 1, 2015, and an order for relief was entered on June 22, 2015. Judge Michael E. Wiles oversees the case. HHH Choices tapped Harter Secrest & Emery LLP as legal counsel. On Jan. 14, 2016, the court entered an order administratively consolidating the Chapter 11 case of HHH Choices with the cases of its affiliates, Hebrew Hospital Home of Westchester, Inc., and Hebrew Hospital Senior Housing, Inc. (Case Nos. 16-10028 and 15-13264). The Office of the U.S. Trustee appointed a committee of unsecured creditors in HHH Choices' bankruptcy case and a separate committee in Hebrew Hospital's case. Farrell Fritz, P.C., and CohnReznick LLP serve as bankruptcy counsel and financial advisor for the HHH Choices committee, respectively. Alston & Bird LLP represents the Hebrew Hospital committee as bankruptcy counsel. HILTZ WASTE: Trustee Selling All Assets to Hometown Waste for $3M ----------------------------------------------------------------- Mark G. DeGiacomo, the duly-appointed Chapter 11 Trustee for Hiltz Waste Disposal, Inc, filed a notice with the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, of his private sale of substantially all of the Debtor's assets to Hometown Waste, LLC for $2,925,000, subject to higher and better offers. A hearing on the Motion is set for Sept. 28, 2017 at 10:30 a.m. Objections, if any, must be filed no later than Sept. 18, 2017 at 4:30 p.m. The Trustee's and the Purchaser entered into the Asset Purchase Agreement, dated Aug. 14, 2017. The Proposed Sale is to be governed by the Bidding Procedures approved by the Court on Aug. 24, 2017. Pursuant to the Purchase Agreement, the Trustee intends to sell the Purchased Assets to the Purchaser for $2,925,000. The closing on the sale will take place within 15 days of the Court's entry of an Order granting the Sale Motion. The Purchaser has paid a deposit in the sum of $292,500 towards the Purchase Price. The Purchased Assets will be sold free and clear of all liens, claims, encumbrances and interests. Any perfected, enforceable valid liens will attach to the proceeds of the sale according to priorities established under applicable law. The Purchased Assets are being sold "as is, where is" without any representations or warranties, unless expressly indicated in the Purchase Agreement. Any higher offers for the Purchased Assets must be submitted in accordance with the Bidding Procedures. The deadline for the submission of Competing Offers is Sept. 18, 2017 at 4:30 p.m. (EDT). The higher offers must be submitted in the form of a revised, executed duplicate of the Purchase Agreement. Any higher offer must meet the requirements of the Bidding Procedures for Competing Offers, be in the amount of at least $3,040,000 and be submitted with a deposit in the amount of at least $292,500. Any higher offer must be filed with the Court and delivered to the Trustee (along with the Deposit) by the Bid Deadline. On Sept. 28, 2017 at 10:30 a.m. (EDT), if qualifying higher offers are submitted there will take place before the Court: (i) an auction, if required pursuant to the Bid Procedures, and (ii) the Sale Hearing. At the Sale Hearing, the Court will consider (i) approval of the Proposed Sale to the Purchaser or other entity submitting the Highest Bid, if any, determined by the Court pursuant to the Bidding Procedures, and (ii) any timely filed objections to the Sale Motion. If the sale is not completed by the buyer approved by the Court, the Trustee may, without further hearing, close the sale with the next highest bidder for the amount of its last bid. A copy of the Agreement and the Bidding Procedures attached to the Notice is available for free at: http://bankrupt.com/misc/Hiltz_Waste_222_Sales.pdf The Purchaser: HOMETOWN WASTE, LLC 40 Nod Road Clinton, Cormecticut Attn: David Perotti E-mail: dperrotti@hometownwaste.com The Purchaser is represented by: James Berrnan, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Facsimile: (203) 367-0960 E-mail: jberman@zeislaw.com - and - William V. Sopp, Esq. BURNS & LEVINSON LLP 125 Summer Street Boston, MA 02110 Facsimile: (617) 345-3297 E-mail: wsopp@bumslev.com About Hiltz Waste Disposal Hiltz Waste Disposal, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13459) on Sept. 7, 2016. Deborah S. Hiltz, president, signed the petition. The Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Joan N. Feeny. Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP, serves as counsel to the Debtor. Silverman, Avila & Gershaw, CPAs, is the Debtor's accountants. The Official Committee of Unsecured Creditors formed in the case retained Morrissey Wilson & Zafiropoulos, LLP, as counsel to the Committee, effective as of Oct. 19, 2016. Mark G. DeGiacomo has been appointed as Chapter 11 Trustee for the Debtor. ILLINOIS COMPOUNDING: Hires Leiter Group as Special Counsel ----------------------------------------------------------- Central Illinois Compounding, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of Illinois to employ The Leiter Group Attorneys and Counselor, PC as special counsel, nunc pro tunc to July 17, 2017. The Debtor requires Leiter Group to represent it in these cases: a. the case titled, New Junction Ventures, LLC, Central Illinois Compounding, Inc., and Cyd's Sendsationals, Ltd. v. Illinois Bell Telephone Company d/b/a AT&T Illinois, R. Roese Contracting Co., Inc., and Illinois-American Water Company, Tenth Judicial Circuit, Peoria County, Illinois, Case No. 16 L 82, which is a negligence action concerning Illinois Bell and its subcontractor T. Roese Contracting for striking a mater main while completing work for a neighboring tenant which resulted in the flooding of Debtor's leased premises. Responsible Leiter Group lawyers would be Thomas E. Leiter. b. the case titled, Central Illinois Compounding, Inc., d/b/a Preckshot Professional Pharmacy v. Pharmacists Mutual Insurance Company, Tenth Judicial Circuit, Peoria County, Illinois, Case No. 17 L 130, which is a breach of contract action concerning Pharmacists Mutual's denial of the Debtor's insurance claim with respect to the flooding of its leased premises caused by Illinois Bell striking a water main while completing work for a neighboring tenant. The firm's Thomas E. Leiter will lead the engagement. The firm will be paid on a contingency basis -- 50% of all recovered damages and reimbursement for all advanced costs. Thomas E. Leiter, Esq., a shareholder of the law firm, assured the Court that the Leiter Group is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Leiter Group may be reached at: Thomas E. Leiter, Esq. The Leiter Group Attorneys and Counselor, PC 309 Main Street-A Peoria, IL 61602 Phone: (309) 673-2922 About Central Illinois Compounding Central Illinois Compounding, Inc., doing business as Preckshot Professional Pharmacy -- http://www.preckshot.com/-- is a pharmacy in Peoria, Illinois. The Debtor is co-owned by Jennifer Siefert (51%) and Wade Siefert (49%). Central Illinois Compounding filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 17-81031) on July 17, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Jennifer Siefert, its president. Judge Thomas L. Perkins presides over the case. Casey Christopher Kepple, Esq., at Kepple Law Group, LLC, serves as the Debtor's bankruptcy counsel. IMMUCOR INC: S&P Alters Outlook to Positive & Affirms 'CCC+' CCR ---------------------------------------------------------------- Immucor Inc. has successfully refinanced its capital structure with a new $657 million term loan maturing in 2021 and $390 million in senior unsecured notes maturing in 2022. The refinancing alleviates a critical refinancing concern, and combined with potential benefits from the recently announced cost-cutting initiative, will result in around 9x leverage in 2018 and below 9x leverage in 2019. S&P Global Ratings, therefore, affirmed its 'CCC+' corporate credit rating on Immucor Inc. and revised the outlook to positive from developing. S&P said, "At the same time, we affirmed the 'B-' issue-level rating on the company's senior secured term loan. The recovery rating on this debt is '2', reflecting our expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of default. "We also affirmed the 'CCC-' issue-level rating on the company's senior unsecured notes. The recovery rating on this debt is '6', reflecting our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. "The rating affirmation reflects our view that, despite the successful refinancing transaction and our expectation of a gradual improvement resulting from the recently announced cost-cutting initiative, Immucor's credit measures will remain relatively weak in 2018 with leverage around 9x and funds from operations (FFO) to debt in the low-single-digit area. "The positive outlook reflects the prospect that Immucor's credit measures could improve as a result of its cost-cutting initiative, but also reflects the uncertainty about its ability to sustain the achieved improvement, given the company's history of operating weakness, the fundamental risks inherent in its business, and its lack of a track record for deleveraging. "Over the next year, we could raise the rating to 'B-' if Immucor meets our base-case projections by successfully implementing the cost-cutting initiative, improving profitability and strengthening leverage to around 9x by the end of 2018, and if we develop further confidence that the company can sustain this improvement over the longer term. "We could revise the outlook to stable if Immucor fails to achieve the projected improvement and or if it becomes evident that the company can't sustain the improvement. If Immucor's operating performance over the next 12 months indicates that leverage is likely to remain around 10x in the long run, instead of eventually improving to the mid-8x territory in 2019, we may revise the positive outlook." INDEX ENERGY: Files for CCAA, Grant Thornton Named Monitor ---------------------------------------------------------- Index Energy Mills Road Corporation obtained protection under the Companies' Creditors Arrangement Act pursuant to an initial order issued by the Ontario Superior Court of Justice (Commercial List) in Canada. Grant Thornton Limited was appointed as the monitor of Index Energy. A copy of the initial order is available on the monitor's website at http://www.grantthornton.ca/indexenergy. Persons or entities wishing to receive a copy of the initial order by mail should contact a representative of the monitor at 1 (41) 369-7087 or email at Harbi.Gill@ca.gt.com Index Energy Mills Road Corporation -- http://www.indexenergy.com/ -- operates as an investment company. The Company invests in renewable energy, financial, structural, and logistical projects. Index Energy Mills Road serves customers globally. ITLOGIC PARTNERS: Hires Joyce W. Lindauer as Bankruptcy Counsel --------------------------------------------------------------- ITLogic Partners, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Joyce W. Lindauer Attorney, PLLC as its Chapter 11 counsel. The Debtor hired the Firm in order to effectuate a reorganization, propose a Plan of Reorganization and effectively move forward in its bankruptcy proceeding. The Firm's lawyers who will work on the Debtor's case and their hourly rates are: Joyce W. Lindauer $395 Sarah M. Cox, Associate $225 Jamie N. Kirk, Associate $195 Jeffery M. Veteto, Associate $185 Dian Gwinnup, Paralegal $125 The Firm has been paid a retainer of $5,000.00 which included the filing fee of $1,717.00 in connection with this proceeding. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joyce W. Lindauer, Esq., owner of the firm Joyce W. Lindauer Attorney,PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Firm may be reached at: Joyce W. Lindauer, Esq. Sarah M. Cox, Esq. Jamie N. Kirk, Esq. Jeffery M. Veteto, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, Texas 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 About ITLogic Partners, LLC ITLogic Partners, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tex. Case No. 17-41462) on July 7, 2017. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. JAT SYSTEMS: President Tim Price Buying 2013 Ford Truck ------------------------------------------------------- JAT Systems, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the sale of 2013 Ford Truck to its President, Tim Price, in exchange for assumption of the remaining debt on the truck owing to Ford Motor Credit Co., LLC. Objections, if any, must be filed within 21 days from the date of service. The Debtor owns and listed the Truck on Schedule A/B with an approximate value of $20,000. Ford Motor Credit financed the Truck, and has a perfected lien on the title. There is no guarantor on the debt to Ford Motor Credit. Ford Motor Credit is listed on the Debtor's schedules as a secured creditor with a claim of approximately $29,000. Thus, the remaining debt owing to Ford Motor Credit far exceeds the value of the Truck, and the Truck has no value to the bankruptcy estate. Ford Motor Credit recently filed a Motion for relief from the automatic stay, in order to enforce its lien on the Truck. The Buyer has offered to purchase the Truck from the Debtor in exchange for assuming the remaining debt on the Truck. Ford Motor Credit has agreed to the purchase under those terms and, upon approval of the sale, will waive any claim it has against the Debtor's bankruptcy estate. The Debtor does not believe that there is an alternative to the proposed sale that would yield a better value to the bankruptcy estate. The Debtor believes, in the exercise of its business judgment, that the sale is a benefit to the bankruptcy estate, because the remaining secured debt on the Truck far exceeds the value of the Truck. If the Debtor could not maintain the payments on the secured debt, or if Ford Motor Credit's stay relief motion were granted, the subsequent liquidation of the Truck would leave an unsecured deficiency claim against the bankruptcy estate. Selling the Truck and having the debt assumed is in the best interests of the bankruptcy estate. Accordingly, the Debtor asks the Court to approve the relief requested. Ford Motor Credit is represented by: Thomas L. N. Knight, Esq. GRISHAM, KNIGHT AND HOOPER P.O. Box 11583 Chattanooga, TN 37401‐2583 About JAT Systems Inc. Based in Sale Creek, Tennessee, JAT Systems, Inc., owns a farmland located at Warner Bridge Road, Shelbyville, with a current value of $566,100. McTron Technologies, Haynsworth Sinkler Boyd, PA, and Ayers International Corp. filed an involuntary Chapter 7 bankruptcy petition against JAT Systems, Inc., (Bankr. E.D. Tenn. Case No. 17-12333) on May 25, 2017. The petitioning creditors are represented by Mitchell Craig Smith, Esq., at Miller & Martin PLLC. The following day, JAT Systems filed its own voluntary Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-03666). The Hon. Charles M. Walker presided over the Chapter 11 case. On June 1, 2017, the Middle District of Tennessee bankruptcy court entered an Agreed Order transferring venue of the case to the Bankruptcy Court for the Eastern District of Tennessee in Chattanooga. The next day, Judge Walker entered a Final Decree closing the M.D. Tennessee case. The Eastern District of Tennessee assigned case number, 17-12454. The case is deemed filed May 26, 2017. The Hon. Shelley D. Rucker in Chattanooga presides over the case. At the time of the filing, the Debtor disclosed $1.36 million in assets and $4.16 million in liabilities. JOHNS TRUCKING: Mason Buying 2007 Peterbilt 379 Tractor for $45K ---------------------------------------------------------------- Johns Trucking, Inc., asks the U.S. Bankruptcy Court for the District of Utah to authorize the sale of 2007 Peterbilt 379 Tractor Truck # 276, VIN 1XP5D49X17D73 5931, to Mason Diesel Service, Inc. for $45,000, subject to higher and better offers. Prior to the Petition Date, On Aug. 21, 2015 and Nov. 23, 2015, the Debtor entered into certain loan agreements with State Bank of Southern Utah ("SBSU"), under which the Debtor borrowed money from SBSU and SBSU obtained a non-purchase money security interest in the Truck. SBSU perfected its security interest in the Truck by noting its lien on the Truck's Utah Certificate of Title. According to the Loan Documents, the lien on the Truck cross collateralizes all of the obligations owing by the Debtor to SBSU including, but not limited to, Loan Nos. 3534054 and 3533905. The Debtor has recently received an offer from Mason to purchase the Truck for $45,000, free and clear of liens and interests. Because SBSU's lien on the Truck is greater than the sales price, there is no equity in the proceeds of the Truck for the benefit of creditors with unsecured claims. SBSU's lien on the Truck will attach to the proceeds of the sale. The offer is subject to higher and better offers and Court approval. SBSU and the Debtor have agreed that the proceeds of the sale of the Truck will be distributed as follows: $5,000 to SBSU to be applied to Loan # 3534054 and $25,000 will be applied to Loan # 3533905. The balance of the sale proceeds in the amount of $15,000 will be used by the Debtor for operations including but not limited to, paying down its postpetition fuel bill with IFleet and/or Fuelman. It is the Debtors' business judgment that it is in the best interest of creditors and the estate to sell the property in accordance Section 363 of the Bankruptcy Code. A copy of the Offer attached to the Motion is available for free at: http://bankrupt.com/misc/Johns_Trucking_33_Sales.pdf The Purchaser can be reached at: MASON DIESEL SERVICE, INC. Telephone: (435) 529-7477 Facsimile: (435) 529-7927 E-mail: mdiesel@cut.net About Johns Trucking Johns Trucking Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-20954) on Feb. 13, 2017. At the time of the filing, the Debtor estimated assets of less than $1 million. The case is assigned to Judge R. Kimball Mosier. Andres Diaz, Esq., and Timothy J. Larsen, Esq., at Diaz & Larsen, in Salt Lake City, Utah, serve as counsel to the Debtor. No trustee, examiner or creditors' committee has been appointed in the case. JUBEM INVESTMENTS: Taps Guerra & Smeberg as Legal Counsel --------------------------------------------------------- Jubem Investments, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Guerra & Smeberg, PLLC. The Debtor tapped the firm to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. The firm will be paid on an hourly basis according to these rates: Practicing Attorney 6 or more years $275 Practicing Attorney 3-6 years $225 Practicing Attorney 0-3 years $175 Legal Assistants/Paralegals $120 Ronald Smeberg, Esq., and Ricardo Guerra, Esq., the attorneys who will be handling the case, disclosed in court filings that they do not hold or represent any interest adverse to the Debtor or its estate. Guerra & Smeberg can be reached through: Ricardo Guerra, Esq. Guerra & Smeberg, PLLC 2010 West Kings Highway San Antonio, TX 78201 Phone: 832-788-7120 Email: rick@guerradays.com About Jubem Investments Jubem Investments, Inc., d/b/a Buffalo Wings & Rings, is a privately held company in San Juan, Texas. Its principal place of business is located at 3600 E. Las Malpas Road Hidalgo, Texas. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-10288) on July 31, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Juan Miranda, president. The bankruptcy petition was originally filed in the Bankruptcy Court's Brownsville Division. On August 14, 2017, the case was transferred to the McAllen Division and assigned Case No. 17-70299. Judge Eduardo V. Rodriguez presides over the case. KAISER GYPSUM: Hires McKool Smith as Environmental Counsel ---------------------------------------------------------- Kaiser Gypsum Company, Inc., et al., seek permission from the U.S. Bankruptcy Court for the Western District of North Carolina to employ McKool Smith PC as special environmental insurance counsel as of July 17, 2017. The Debtors require McKool Smith to: a. counsel and represent Kaiser Gypsum in the California Environmental Coverage Action, including, in particular, with respect to Kaiser Gypsum's contention that it cannot be added as a party to the California Environmental Coverage Action; and b. perform such other services as may be requested from time to time. McKool Smith will be compensated from $520 to $815. McKool Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. Kirk D. Dillman, Esq., principal attorney of of McKool Smith PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. McKool Smith can be reached at: Kirk D. Dillman, Esq. McKool Smith P.C. One California Plaza 300 South Grand Ave, Suite 2900 Los Angeles, CA 90071 Tel: (213) 694-1101 Fax: (213) 694-1234 E-Mail: kdillman@mckoolsmithhennigan.com About Kaiser Gypsum Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. The companies are represented by Rayburn Cooper & Durham P.A. and Jones Day. Cook Law Firm, P.C. and K&L Gates LLP serve as special insurance counsel; NERA Economic Consulting as consultant; Miller Nash Graham & Dunn LLP as special environmental and insurance counsel; and PricewaterhouseCoopers LLP as financial advisors. At the time of the bankruptcy filing, Kaiser and Hanson estimated their assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Kaiser Gypsum Company, Inc. The Creditors Committee hired Blank Rome LLP as counsel, and Moon Wright & Houston, PLLC. An Official Committee of Asbestos Personal Injury Claimants retained Caplin & Drysdale, Chartered, as its counsel. Lawrence Fitzpatrick, the Future Claimants' Representative, tapped Ankura Consulting Group, LLC as his claims evaluation consultant; Young Conaway Stargatt & Taylor, LLP as attorney; and Hull & Chandler, P.A. as local counsel. KERSEY-BORAH: Taps Hilco Real Estate as Broker ---------------------------------------------- Kersey-Borah Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire a real estate broker. The Debtor proposes to employ Hilco Real Estate, LLC to find an equity investor or sell all or a portion of its real estate. For locating an equity investor, Hilco will receive 6% of any cash or non-cash equity investment. Meanwhile, for a sale of the Debtor's real estate, the firm will receive a 5% buyer's premium added to the sale price of the property. Hilco will also receive reimbursement of up to $25,000 of expenses if no sale occurs. Jeff Azuse, vice-president of Hilco, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor and its estate. Hilco can be reached through: Jeff Azuse Hilco Real Estate, LLC 5 Revere Drive, Suite 320 Northbrook, IL 60062 Phone: 847-714-1288 About Kersey-Borah Properties Kersey-Borah Properties Inc., a domestic profit corporation based in Byron, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 17-50941) on May 1, 2017. Frank Borah, CFO, signed the petition. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Judge James P. Smith presides over the case. J. Robert Williamson, Esq., and J. Hayden Kepner, Jr., Esq., at Scroggins & Williamson, P.C., serve as the Debtor's bankruptcy counsel. L & E RANCH: Real Property in Wailuku, Hawaii Up for Sept. 22 Sale ------------------------------------------------------------------ An auction will take place on Sept. 22, 2017, at 12:00 noon on the front steps of Hoapili, Hale, the Second Circuit Building, 2145 Main Street, in Wailuku, Hawaii, for the sale of these properties: a) Parcel First: TMK No. (2) 2-2-0020017. All of that parcel of land situate, lying and being at Waiakoa Makai and Alae 3 & 4 Makai, Kula, Island and County of Maui, State of Hawaii, being a portion of L.P. Grant No. 9325:4 and L.P. Grant 9325:5, containing an area of 1116.2 acres, more or less; and b) Parcel Second, TMK No. (2) 2-3-002-0004. All of that certain parcel of land situate, lying and being at Pulehunui, Kula, Island and County of Maui, State of Hawaii, being a portion of Land Patent Grant Number 8140, Land Commission Award Number 5230, containing and area of 725 acres, more or less. The sale is pursuant to the foreclosure proceedings captioned as, Rompsen Investment Corporation v. L & E Ranch LLC et al., Civi No. 16-1-0471(1), pending before Circuit Court of the Second Circuit, State of Hawaii. For further information call: Paul L. Horikawa, Esq. 2233 Vineyard Street, Suite E Wailuku, Hawaii 96793 Tel: (808) 244-4671 LA CASA DE LA RAZA: Not Entitled to Award of Punitive Damages ------------------------------------------------------------- Judge Peter H. Carroll of the U.S. Bankruptcy Court for the Central District of California considered the motion of Plaintiff, La Casa De La Raza, Inc., for a default judgment against the remaining Defendant, Tomas A. Castelo, in the adversary proceeding captioned LA CASA DE LA RAZA, INC., Plaintiff, v. TOMAS COSTELO, ESQ., an Individual; MLG LEASING, INC., a California Corporation, et al., Defendants, Adversary No. 9:16-ap-01040-PC (Bankr.C.D. Cal.). Having considered the record and argument of counsel, Judge Carroll recommends to the district court that La Casa's Motion be denied and that La Casa's First and Sixth Causes of Action against Castelo, together with La Casa's claim for equitable subordination, be dismissed with prejudice. On May 5, 2016, La Casa filed the Complaint against Castelo and MLG in this adversary proceeding alleging six causes of action: (1) a determination of the validity and priority of liens; (2) intentional interference with a prospective economic advantage; (3) breach of contract; (4) breach of the covenant of good faith and fair dealing; (5) promissory estoppel; and (6) fraud. La Casa sought a declaratory judgment, actual and punitive damages, and injunctive relief. On June 6, 2016, Castelo and MLG each filed an answer to La Casa's Complaint. La Casa then initiated discovery, but Castelo largely ignored La Casa's discovery requests. On Sept. 15, 2016, the court ordered Castelo to respond but Castelo did not comply with the order. On Nov. 3, 2016, the court sanctioned Castelo for violating the court's earlier September 15th order, struck his answer, and entered his default. On Jan. 12, 2017, La Casa moved to dismiss MLG as a defendant in the adversary proceeding without prejudice. After notice and a hearing, an order was entered dismissing MLG as a party to the case on Feb. 9, 2017. After analyzing the arguments and evidence presented regarding the fraud complaint, the Court finds that La Casa is not entitled to an award of punitive damages because it has not established a fraud nor actual damages attributable thereto. Thus, La Casa's motion for a default judgment on its sixth cause of action is denied. La Casa is also not entitled to a default judgment on its first cause of action because it has failed to establish that Castelo committed fraud in the acquisition and enforcement of the Fidelity Note and Deed of Trust, and MLG is no longer a party to this adversary proceeding. Accordingly, La Casa's motion for a default judgment on its first cause of action is denied. Further, La Casa did not plead a claim for equitable subordination in its complaint. As a result, La Casa is not entitled to equitable subordination by default judgment. A full-text copy of Judge Carroll’s Memorandum dated August 22, 2017, is available at https://is.gd/mlfJD1 from Leagle.com. La Casa de la Raza, Inc., Debtor, represented by Eric Bensamochan -- eric@eblawfirm -- & Amelia Puertas-Samara -- itcdbgc@edd.ca.gov -- Employment Development Department. United States Trustee, U.S. Trustee, represented by Brian D. Fittipaldi -- brian.fittipaldi@usdoj.gov. About La Casa de la Raza Headquartered in Santa Barbara, California, La Casa de la Raza, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 16-10331) on Feb. 23, 2016, estimating its assets at between $1 million and $10 million and its liabilities at between $500,000 and $1 million. The petition was signed by Marisela Marquez, chief executive. Matthew M Clarke, Esq., at Christman Kelley & Clarke PC serves as the Debtor's bankruptcy counsel. LAKE NAOMI REAL ESTATE: Taps David J. Harris as Co-Counsel ---------------------------------------------------------- Lake Naomi Real Estate, Inc. seeks authority from the US Bankruptcy Court for Middle District of Florida, Tampa Division, to employ David J. Harris, Esq. as Chapter 11 co-counsel. The Debtor will require David J. Harris, Esq., to: a. analyze the Debtor's financial situation, and render advice and assistance to the Debtor and co-counsel Buddy Ford in all matter arising under or related to Chapter 11 of the United States Code; b. prepare and file amended schedules, statement of affairs and other documents required by the Court; c. represent the Debtor at the meeting of creditors and hearings of every kind; d. negotiate with creditors; e. assist co-counsel Buddy Ford, to comply with the Court's local rules of bankruptcy procedure; f. formulate a Disclosure Statement and Plan of Reorganization; g. represent the Debtor in contested or adversarial matters; and h. represent the Debtor in all other matters germane to the Debtor's reorganization. David J. Harris, Esq., attests that he holds no direct or indirect interest in the Debtor or the Debtor's business and has no right to acquire such an interest; and he has no connection with the Debtor, its creditors, or any other party-in-interest. The Counsel can be reached through: David J. Harris, Esq. 69 Public Square, Suite 700 Wilkes-Barre, PA 18701 Tel: (570) 823-9400 Fax: (570) 208-1400 E-Mail: dh@lawofficeofdavidharris.com About Lake Naomi Real Estate Lake Naomi Real Estate, Inc. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-02419) on March 24, 2017, listing under $1 million in both assets and liabilities, and is represented by Buddy D. Ford, Esq., at Buddy D. Ford, P.A. LIMITED STORES: Liquidates Assets to Pay Creditors -------------------------------------------------- LSC Wind Down, LLC, f/k/a Limited Stores Company, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated Aug. 16, 2017, with respect to the joint Chapter 11 plan of liquidation of the Debtors. Each holder of an Allowed Class 7 General Unsecured Claim will receive its pro rata share of GUC Trust Interests after payment in full of (or reserve for) GUC Trust Expenses, all allowed administrative claims (including professional fee claims), allowed priority tax claims and allowed claims in Class 1, Class 2, Class 3, Class 4, Class 5 and Class 6. Distributions on Account of Allowed Class 7 General Unsecured Claims will be made as soon as reasonably practicable after the Effective Date and after the reconciliation of all Disputed General Unsecured Claims, unless the GUC Trustee, in his, her or its sole discretion, determines that an earlier Distribution is practicable consistent with the Plan. Recovery for holders of Class 7 General Unsecured Claims is yet unknown. The Plan is a liquidating plan and provides for the liquidation of the Debtors' assets and the payment of the proceeds generated therefrom to holders of allowed claims in accordance with the priorities set forth in the U.S. Bankruptcy Code. The Plan Administrator may, but is not required to, pursue any Preserved Claims not otherwise released under the Plan, DIP court order or other court order by informal demand and by the commencement of litigation in any court of competent jurisdiction, with the Net Recoveries of the preserved claims to be distributed in accordance with the Plan. The GUC Trustee may, but is not required to, pursue any GUC Trust Avoidance Actions not otherwise released under the Plan, DIP court order or other court order by informal demand and by commencing litigation. The primary means by which the Debtors will implement the Plan is through the Plan Administrator and the GUC Trustee. The Plan Administrator may affect the dissolution of any one or more of the Debtors at any time after the Effective Date, regardless of whether Final Distributions have been made. A copy of the Debtors' Disclosure Statement is available at: http://bankrupt.com/misc/deb17-10124-525.pdf About Limited Stores Company Limited Stores Company, LLC, et al., comprise a multi-channel retailing company operating under the name "The Limited," which specializes in the sale of women's clothing. Founded in 1963 as a single store, Limited Stores expanded over the past five decades to become a household name throughout the United States for women's apparel. At its peak, Limited Stores operated approximately 750 retail brick and mortar store locations in the United States as well as an e-commerce channel, which was accessible through the Web site at http://www.TheLimited.com/ Limited Stores Company, LLC, Limited Stores, LLC, and The Limited Stores GC, LLC, filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17, 2017, blaming, among other things, the shift of consumer preference from shopping at brick and mortar stores to online shopping. The petitions were signed by Timothy D. Boates, its authorized signatory. Limited Stores estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as counsel; and Donlin, Recano & Company, Inc., as notice, claims and balloting agent. On Jan. 24, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Kelley Drye & Warren LLP is the proposed counsel to the Official Committee of Unsecured Creditors. LINCOLN PAPER: Taps Dunham Group as Real Estate Broker ------------------------------------------------------ Lincoln Paper and Tissue, LLC received approval from the U.S. Bankruptcy Court for the District of Maine to hire NAI The Dunham Group, Inc. as its real estate broker. The firm will assist the Debtor in the marketing and sale of a roughly 240-acre parcel of real property and certain buildings located at 50 Katahdin Avenue, Lincoln, Maine. Pursuant to the listing agreement between the Dunham Group and the Debtor, the firm will get a commission of 8% of the sale price. Moreover, should the property be sold to the Town of Lincoln, the Debtor will not be liable for a commission on the initial $80,000 of the sale price. The commission will be paid by the Debtor only upon the closing of a sale of the property. The Dunham Group is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Brad Moll NAI The Dunham Group, Inc. 10 Dana Street, Suite 400 Portland, ME 04101 Phone: 207-773-7100 Fax: 207-773-5480 Email: webmaster@dunham-group.com About Lincoln Paper Lincoln Paper and Tissue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10715) on Sept. 28, 2015. Keith Van Scotter signed the petition as president and CEO. The Debtor estimated both assets and liabilities of $10 million to $50 million. Judge Peter G. Cary is assigned to the case. The Debtor has engaged Bernstein Shur Sawyer & Nelson as counsel; Spinglass Management Group as financial advisor; SSG Capital Advisors, LLC as investment banker; and Eisenstein Malanchuk LLP as insurance claims consultant. Lincoln is a manufacturer of white tissue located on approximately 350 acres of land along the Penobscot River in Lincoln, Maine. The Company claims to have produced 70,000 tons of tissue and 75,000 tons of specialized, high-bulk uncoated free-sheet paper. LOMBARD PUBLIC: Claims Filing Deadline Set for October 3 -------------------------------------------------------- The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the District of Illinois set Oct. 3, 2017, at 5:00 p.m. (Central Time) as the deadline for any person or entity other than a governmental unit to file a proof of claim with respect to any claim against Lombard Public Facilities Corp. Judge Cox also set Jan. 25, 2017, at 5:00 p.m. (Central Time) as deadline for governmental units to file their claims against the Debtors. To obtain further information about the bar dates, including the bar date order, the mandatory form for submission of a proof of claim, and other related information, access the website of the Debtor's chapter 11 case at http://dm.epiq11.com/#/case/LPF/info. For addition information, contact the Debtor's counsel at: Adelman & Gettleman Ltd. Attn: Brad A. Berish, Esq. 53 West Jackson Blvd., Suite 1050 Chicago, Illinois 60604 Tel: (312) 435-1050 Fax: (312) 435-1059 Email: bberish@ag-ltd.com About Lombard Public Facilities Corporation Lombard Public Facilities Corporation was established in 2003 by the affluent Lombard Village in Illinois, to finance the construction of a hotel and convention center, and is the owner of the hotel and convention center for as long as any bonds remain outstanding. The hotel and convention center, which opened in 2007, includes 500 guest rooms and 39,000 square feet of flexible meeting space with two full-service restaurants. The Hotel is and has been operated and managed under the Westin brand by Westin Hotel Management, L.P. Lombard Public Facilities Corporation sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-22517) on July 28, 2017, after reaching deals to restructure $246.6 million in debt. The petition was signed by Paul Powers, president. The Debtor estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Jacqueline P. Cox is the case judge. The Debtor has long retained Klein, Thorpe, & Jenkins, Ltd. ("KTJ") as its corporate counsel, and James D. Shanahan, now of the firm of Taft, Stettinius & Hollander LLP ("TSH"), as its bond and tax counsel. EisnerAmper, which was engaged by the Debtor two years prior to the Petition Date, is the financial advisors in the Chapter 11 case. The Debtor has tapped Adelman & Gettleman, Ltd., as bankruptcy counsel, with the engagement led by Brad Berish, Esq., Steven B Chaiken, Esq., and Henry B. Merens, Esq. Epiq Bankruptcy Solutions, LLC is the noticing, claims, and/or solicitation agent. LOMBARD PUBLIC: Taps Adelman & Gettleman as Legal Counsel --------------------------------------------------------- Lombard Public Facilities Corporation seeks authority from the US Bankruptcy Court for the Northern District of Illinois, Eastern Division, to employ Henry B. Merens, Esq., Brad A. Berish, Esq., Adam P. Silverman, Esq., Steven B. Chaiken, Esq., Alexander F. Brougham, Esq., and the law firm of Adelman & Gettleman, Ltd. as its legal counsel. The Debtor needs Adelman & Gettleman to: a. provide legal advice with respect to the Debtor's powers, duties, rights, and obligations as debtor-in-possession in the continued management of its property and affairs; b. attend meetings and negotiate with representatives of creditors and other parties in interest; c. assist the Debtor in the formulation, preparation, solicitation, implementation, and consummation of a Chapter 11 plan of reorganization which is based upon a consensual restructuring; d. take all actions necessary to protect and preserve the Debtor’s estate, including the prosecution of litigation as may be necessary or appropriate on behalf of the estate; e. prepare, on behalf of the Debtor, the applications, motions, complaints, orders, reports, and other legal papers as may be needed; and f. provide legal advice and provide all other legal services to the Debtor as are appropriate. Brad A. Berish attests that Adelman & Gettleman is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, and the firm represents no interests adverse to the Debtor's estate. The rates to be charged by Adelman & Gettleman are: Howard L. Adelman $525/hr. Chad H. Gettleman $525/hr. Henry B. Merens $525/hr. Brad A. Berish $465/hr. Adam P. Silverman $435/hr. Nathan Q. Rugg $435/hr. Steven B. Chaiken $395/hr. Erich S. Buck $395/hr. Alexander F. Brougham $325/hr. Nicholas R. Dwayne $295/hr. Paralegals $125/hr. The Firm can be reached through: Brad A. Berish, Esq. Henry B. Merens, Esq. Steven B. Chaiken, Esq. ADELMAN & GETTLEMAN, LTD. 53 West Jackson Blvd, Suite 1050 Chicago, IL 60604 Tel: (312) 435-1050 Fax: (312) 435-1059 About Lombard Public Facilities Lombard Public Facilities Corporation was established in 2003 by the affluent Lombard Village in Illinois, to finance the construction of a hotel and convention center, and is the owner of the hotel and convention center for as long as any bonds remain outstanding. The hotel and convention center, which opened in 2007, includes 500 guest rooms and 39,000 square feet of flexible meeting space with two full-service restaurants. The Hotel is and has been operated and managed under the Westin brand by Westin Hotel Management, L.P. Lombard Public Facilities Corporation sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-22517) on July 28, 2017, after reaching deals to restructure $246.6 million in debt. The petition was signed by Paul Powers, president. The Debtor estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Jacqueline P. Cox is the case judge. The Debtor has long retained Klein, Thorpe, & Jenkins, Ltd. ("KTJ") as its corporate counsel, and James D. Shanahan, now of the firm of Taft, Stettinius & Hollander LLP ("TSH"), as its bond and tax counsel. EisnerAmper, which was engaged by the Debtor two years prior to the Petition Date, is the financial advisors in the Chapter 11 case. The Debtor has tapped Adelman & Gettleman, Ltd., as bankruptcy counsel, with the engagement led by Brad Berish, Esq., Steven B Chaiken, Esq., and Henry B. Merens, Esq. Epiq Bankruptcy Solutions, LLC is the noticing, claims, and/or solicitation agent. LOMBARD PUBLIC: Taps EisnerAmper as Financial Advisors ------------------------------------------------------ Lombard Public Facilities Corporation seeks authority from the US Bankruptcy Court for the Northern District of Illinois, Eastern Division, to employ EisnerAmper LLP as financial advisors to: a. assist the Debtor in negotiations with various stakeholders; b. assist the Debtor with its liquidity, financial, operational and strategic planning, with preparation of related financial information and reports; c. assist the Debtor with administrative matters in the Chapter 11 Case; d. assist the Debtor as directed by management and Board of Directors; e. assist with the preparation of Court motions in the Chapter 11 Case, as requested by counsel; f. assist with compliance with the reporting requirements of the Bankruptcy Code, Bankruptcy Rules and local rules, including but not limited to preparation of the monthly operating reports, Schedules of Assets and Liabilities, and Statements of Financial Affairs; g. participate in Court hearings in the Chapter 11 Case and, if requested, provide expert testimony in connection with any hearings before the Court, such as cash collateral/DIP financing, confirmation of a Plan of Reorganization, etc.; h. assist with the analysis and reconciliation of claims against the company and the determination and prosecution of bankruptcy avoidance actions; and i. guide the Debtor with the preparation of, among other things, cash flow budgeting and management, support development of projections and financial data needed in connection with confirming the Plan, and through the efforts of Deborah Friedland, taking on certain needed tasks previously performed by the Asset Manager relating to oversight services concerning the Managers and the operations and providing any recommendations concerning same to the Debtor relative to the ongoing performance of the Hotel and Restaurant. The current hourly rates to be charged by EsinerAmper are: Allen Wilen $610/hr. Thomas Buck $540/hr. Deborah Friedland $500/hr. Other Partners / Directors $480/hr. - $610/hr. Mangers/Senior Managers $320/hr. - $475/hr. Paraprofessionals / staff $125/hr. - $310/hr. Thomas W. Buck, a Principal of EisnerAmper, attests that EisnerAmper is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code, and EisnerAmper represents no interests adverse to this estate. The Firm can be reached through: Thomas W. Buck EISNERAMPER LLP 750 Third Avenue New York, NY 10017-2703 Tel: 212-949-8700 Fax: 212-891-4100 About Lombard Public Facilities Lombard Public Facilities Corporation was established in 2003 by the affluent Lombard Village in Illinois, to finance the construction of a hotel and convention center, and is the owner of the hotel and convention center for as long as any bonds remain outstanding. The hotel and convention center, which opened in 2007, includes 500 guest rooms and 39,000 square feet of flexible meeting space with two full-service restaurants. The Hotel is and has been operated and managed under the Westin brand by Westin Hotel Management, L.P. Lombard Public Facilities Corporation sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-22517) on July 28, 2017, after reaching deals to restructure $246.6 million in debt. The petition was signed by Paul Powers, president. The Debtor estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Jacqueline P. Cox is the case judge. The Debtor has long retained Klein, Thorpe, & Jenkins, Ltd. ("KTJ") as its corporate counsel, and James D. Shanahan, now of the firm of Taft, Stettinius & Hollander LLP ("TSH"), as its bond and tax counsel. EisnerAmper, which was engaged by the Debtor two years prior to the Petition Date, is the financial advisors in the Chapter 11 case. The Debtor has tapped Adelman & Gettleman, Ltd., as bankruptcy counsel, with the engagement led by Brad Berish, Esq., Steven B Chaiken, Esq., and Henry B. Merens, Esq. Epiq Bankruptcy Solutions, LLC is the noticing, claims, and/or solicitation agent. MARCANTONIO ENTERPRISES: Taps H. Anthony Hervol as Legal Counsel ---------------------------------------------------------------- Marcantonio Enterprises, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of H. Anthony Hervol as its legal counsel. The firm will, among other things, advise the Debtor regarding its duties under the Bankruptcy Code; take actions to collect or recover property of its estate; and prepare a plan of reorganization. Hervol will charge an hourly fee of $285 for its services. The Debtor has agreed to pay the firm a retainer in the sum of $15,000, plus $1,717 for the filing fee. H. Anthony Hervol, Esq., disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: H. Anthony Hervol, Esq. Law Office of H. Anthony Hervol 4414 Centerview Road, Suite 200 San Antonio, TX 78238 Phone: (210) 522-9500 Fax: (210) 522-0205 Email: hervol@sbcglobal.net About Marcantonio Enterprises LLC Based in New Braunfels, Texas, Marcantonio Enterprises, LLC is a small business debtor as defined in 11 U.S.C. Sec. 101(51D). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-51968) on August 18, 2017. Ralph M. Marcantonio, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Craig A. Gargotta presides over the case. MARKET SQUARE: Hires DiMonte & Lizak as Attorneys ------------------------------------------------- Market Square Hospitality, LLC seeks authorization from the U.S. Bankruptcy Court for the Northen District of Illinois to employ DiMonte & Lizak, LLC as attorneys. The Debtor requires DiMonte & Lizak to: a. prepare the necessary documents and lists, including the bankruptcy schedules and statement of financial affairs; b. advise the Debtor of its rights and obligations as a debtor and debtor-in- possession; c. prepare the plan of reorganization and disclosure statement, including negotiating terms with creditors and other parties in interest; d. prepare on behalf of the Debtor all motions, applications, reports, orders, adversary proceedings and other documents or papers necessary to the administration of the estate; e.represent the Debtor in all court proceedings and at the meeting of creditors; and f. perform other legal services normally incident to Chapter 11 cases. D&L will be paid at these hourly rates: Attorneys $150-$400 Paralegal $125 DiMonte & Lizak received $41,358.58 as an advance payment retainer. DiMonte & Lizak will also be reimbursed for reasonable out-of-pocket expenses incurred. Abraham Brustein, Esq., member of DiMonte & Lizak, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. DiMonte & Lizak may be reached at: Abraham Brustein, Esq. Julia Jensen Smolka, Esq. DiMonte & Lizak, LLC 216 West Higgins Road Park Ridge, IL 60068 Tel: (847) 698-9600 Fax: (847) 698-9623 Email: abrustein@dimontelaw.com jsmolka@dimontelaw.com About Market Square Hospitality LLC Market Square Hospitality, LLC, operates a hotel at 2723 Sheridan Rd, Zion, Illinois 60099, USA, known as "The Inn At Market Square". The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-22394) on July 27, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by David Delach and Richard Delisle, managers. Judge Janet S. Baer presides over the case. Abraham Brustein, Esq., and Julia Jensen Smolka, Esq., at Dimonte & Lizak, LLC, serve as the Debtor's bankruptcy counsel. MAZOR'S BAKERY: Plan to be Funded by Income from Employment ----------------------------------------------------------- Mazor's Bakery LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a third amended disclosure statement dated Aug. 16, 2017, referring to the Debtor's plan of reorganization. The Plan incorporating the terms of the stipulation of settlement entered by the parties will be financed from income generated from the Debtor's employment. Class II consists of two groups claims of FLSA claims of former employees that have been resolved by the Settlement Agreement between the parties. The first group of claims consists of the claims of Lucia Montes de Oca, Nohelia Murillo, Gladiz Alvarez and Graciela Alvares-Leon in the total amount of $1,134,600. The second group of claims consists of claims of Ana Guardado, Areceli Flores, Arturo De La Luz, Emilla Escamilla, Janeth Huapaya, Maria Gonzales, Ofelia Perez, Veronica Macuitl, Marilu Chiriboga in the total amount of $356,386.91. Class II consists of two groups of FLSA claims of former employees. The parties of both groups of FLSA claimants and the Debtor have reached a Settlement Agreement. This Settlement Agreement and General Release of Claims is made and entered into by and between Lucia Montes de Oca, Gladiz Alvarez, Graciela Alvares-Leon, and Nohelia Murillo, and Mazor's Bakery LLC, Isaac Mazor, and Isaac Massre, jointly and severally, their parents, subsidiaries, divisions, affiliates, successors, and related companies, and the officers, directors, agents, trustees, employees, attorneys, and representatives of all of them. The Plaintiffs allege that they worked for the Defendants as employees. A dispute has arisen regarding Plaintiffs' alleged employment and the terms thereof, which dispute has resulted in the filing of an action in the United States District Court for the Eastern District of New York, Civil Action No. 14-CV-6526, alleging, among other things, a violation of federal and state wage and hour and overtime laws. The parties want to resolve all disputes between them without the necessity of further litigation. In consideration of the mutual covenants and promises contained and other good and valuable consideration, receipt of which is acknowledged, it is agreed that: a. the Chapter 11 Defendants will each file a plan of reorganization that (i) incorporates the terms of this Agreement and (ii) seeks approval under Rule 9019 of the Federal Rules of Bankruptcy Procedure for entry of the Confession of Judgment against them; b. the Chapter 11 Defendants will take all actions required of them under the U.S. Bankruptcy Code to seek confirmation of the Plan and will use their reasonable best efforts to obtain entry of a final court order confirming the Plan on or before April 1, 2017; and c. for the avoidance of doubt, the Plan will provide for the Settlement Amount to be paid in full in the time period prescribed in the agreement and it will be a violation of this agreement if the Plan proposes to pay anything less than 100% of the Settlement Amount in accordance with the schedule set forth in this Agreement. Subject to entry of a final court order confirming the Plan, Defendants Bakery and Mazor will pay to Plaintiffs the gross sum of $195,000 and will be paid as follows: a. within the later of one week from the Court's approval the Plan or April 6, 2017, the Defendants will issue payments totaling of $97,500, distributed as follows: (i) a check payable to Lucia Montes de Oca in the amount of $2,696.61, less applicable deductions, taxes and withholdings, which will be reported on an IRS Form W- 2 and represents compensation for wages; (ii) a check payable to Lucia Montes de Oca, in the amount Of $4,044.92 with no withholdings to be reported on an IRS, Form 1.099 to represent compensation for liquidated, statutory and emotional distress damages; (iii) a check payable to Gladiz Alvarez, in the amount of $14,725.76, less applicable deductions, taxes and withholdings, which will be reported on an IRS Form W- 2 and represents compensation for wages; (iv) a check payable to Gladiz Alvarez, in the amount of $22,088.65 with no withholdings to be reported on an IRS Form 1099 to represent compensation for liquidated, statutory and emotional distress damages; (v) a check payable to Graciela Alvares-Leon, in the amount of $16,882.28, less applicable deductions, taxes and withholdings, which will be reported on an IRS Form W-2 and represents compensation for wages; (vi) a check payable to Graciela Alvares-Leon, in the amount of $25,323.42 with no withholdings to be reported on an IRS Form 1099 to represent compensation for liquidated, statutory and emotional distress damages; (vii) a check payable to Nohelia Murillo in the amount of $4,695.34, less applicable deductions, taxes and withholdings, which will be reported on an IRS Form W- 2 and represents compensation for wages; and (viii) a check payable to Nohelia Murillo, in the amount of $7,043.02 with no withholdings to be reported on an IRS Form 1099 to represent compensation for liquidated, statutory and emotional distress damages. Thereafter, each month, for eight months, by the sixth day of the month, Defendants Bakery and Mazor will issue payments totaling $97,500, distributed as follows: (i) a monthly check payable to Lucia Montes de Oca, in the Amount of $842.69 with no withholdings to be reported on an IRS Form 1099 to represent compensation for liquidated, statutory and emotional distress damages; (ii) a monthly check payable to Gladiz Alvarez, in the amount of $4,601.80 with no withholdings to be reported on an IRS Form 1099 to represent compensation for liquidated, statutory and emotional distress damages; (iii) a monthly check payable to Graciela Alvares-Leon, in the amount of $5,275.71 with no withholdings to be reported on an IRS Form 1099 to represent compensation for liquidated, statutory and emotional distress damages; (iv) a monthly check payable to Nohelia Murillo, in the amount of $1,467.30 with no withholdings to be reported on an IRS Form 1099 to represent compensation for liquidated, statutory and emotional distress damages. Upon receipt of the final payment of the Settlement Amount, Plaintiffs will execute and file with the Court a Stipulation of Dismissal. Plaintiffs irrevocably and unconditionally releases and forever discharges Defendants from any and all charges, complaints, claims, and liabilities of any kind whatsoever, known or unknown, suspected or unsuspected which Plaintiffs at any time have, had or claimed to have against Defendants regarding events that have occurred as of the Effective Date of this Agreement, including, without limitation, any and all claims related or in any manner incidental to the Litigation or Plaintiffs' employment by Defendants, except that nothing in this Agreement shall operate to preclude Plaintiffs from enforcing, or shall adversely affect their right or ability to enforce, this Agreement. The Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb15-44176-120.pdf As reported by the Troubled Company Reporter on Sept. 13, 2016, the Debtor filed with the Court a disclosure statement describing the Debtor's plan of reorganization. Under that plan, payments and distributions under the Plan would be funded by continued operation and increased earnings of the Debtor. About Mazor's Bakery Mazor's Bakery LLC is a corporation formed under the laws of the State of New York located at 1785 McDonald Avenue, Brooklyn, NY 11230. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-44176) on Sept. 10, 2015. Alla Kachan, Esq., at the Law Offices Of Alla Kachan, P.C., serves as the Debtor's bankruptcy counsel. MCAADS.COM LLC: Taps Kevin Tierney as Interim CFO ------------------------------------------------- MCAAds.Com LLC and My Classified Ads LLC seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an interim chief financial officer in connection with their Chapter 11 cases. The Debtors propose to employ Kevin Tierney, a semi-retired consultant, to, among other things, assist in the creation of a five-year pro-forma financial statement as the basis of any plan of reorganization; identify and implement corrective actions to overcome areas with weak financial controls; and evaluate cash flows and the entire financial condition of the Debtors. Mr. Tierney will charge an hourly fee of $250 for his services as consultant and will receive an initial retainer of $5,000, to be replenished no more than once per month. Should the CFO's presence be required, in lieu of the hourly rate, the per diem rate is $1,500. Mr. Tierney will also be provided transportation and lodging should he need to appear before the court or meet with key creditors. In a court filing, Mr. Tierney disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Tierney's address is: Kevin Tierney 31 Old Pasture Way Hendersonville, NC 28739 About MCAAds.com LLC MCAAds.Com, LLC and My Classified Ads, LLC, are small business debtors as defined in 11 U.S.C. Section 101(51D) that are engaged in advertising. MCAAds.Com and My Classified Ads filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 17-05179 and 17-05180, respectively) on June 14, 2017. Blaire Fanning, manager, signed the petitions. At the time of the filing, MCAAds.Com scheduled $537,689 in assets and $2,410,000 in liabilities. My Classified Ads disclosed $625,067 in assets and $2,390,000 in liabilities. Suzy Tate, P.A. represents the Debtors as bankruptcy counsel. The Debtors hired Lexium PLLC as special counsel and Robert Wellen, Jr. PA as accountant. MD2U MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- MD2U Management LLC 17-32761 9200 Shelbyville Road Louisville, KY 40222 MD2U Kentucky LLC 17-32762 9200 Shelbyville Road Louisville, KY 40222 MD2U Indiana LLC 17-32763 MD2U North Carolina LLC 17-32764 Business Description: Founded in 2010 and based in Louisville, Kentucky MD2U Management, LLC -- http://www.md2u.com/-- provides home-based primary medical care services for chronic and acute illnesses. The Company offers adult primary care, medication management, post discharge visits, wound care visits, mental and behavioral healthcare, mobility assessments, home medical equipment assessments, end of life care, and mental health services. In addition, the Company offers assisted living and primary care provider support services that include face- to-face visit documentation, post hospital discharge assessments, and diagnostic testing and interpretation services; and in- facility assistance with care, coordination, annual testing, and more. It serves to home-bound or home-limited patients in Kentucky, Indiana, Ohio and North Carolina. Chapter 11 Petition Date: August 29, 2017 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Debtors' Counsel: Charity Bird Neukomm, Esq. KAPLAN & PARTNERS LLP 710 West Main Street, 4th Floor Louisville, KY 40202 Tel: 502-540-8285 Fax: 502-540-8282 E-mail: cneukomm@kplouisville.com MD2U Management's assets: $500,000 to $1 million MD2U Management's debt: $1 million to $10 million MD2U Kentucky's assets: $1 million to $10 million MD2U Kentucky's debt: $500,000 to $1 million The petitions were signed by Joel Coleman, president. MD2U Management LLC's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/kywb17-32761.pdf MD2U Kentucky LLC's list of seven unsecured creditors is available for free at http://bankrupt.com/misc/kywb17-32762.pdf MEYER SADIGURSKY: Bankruptcy Court Suspends Suit Over Mortgages --------------------------------------------------------------- Debtors, Meyer and Simona Sadigursky filed a Petition under Chapter 11 of the Bankruptcy Code on Jan. 12, 2015, in the Western District of New York while a foreclosure action was pending in State Supreme Court, Kings County, involving one of their properties. The property, located at 181 Bay 25th Street, Brooklyn, New York, and the foreclosure of its mortgages is the subject of the adversary proceeding captioned Meyer Sadigursky and Simona Sadigursky Plaintiff, v. LSF9 Master Participation Trust, Caliber Home Loans, Inc., DLJ Mortgage Capital, Inc., Selene Finance LP, GRP Loan, LLC, Santander Bank National Association, f/k/a Sovereign Bank, National Association, f/k/a Sovereign Bank, as Successor by Merger with Independence Community Bank, as Successor by Merger with SI Bank and Trust f/k/a Staten Island Savings Bank, State Street Bank and Trust Company, Flagstar Bank, FSB, Defendants, AP No. 16-1024 K (Bankr. W.D N.Y.). Judge Michael J. Kaplan of the U.S. Bankruptcy Court for the Western District of New York suspends the adversary proceeding under 11 U.S.C. section 305. On June 10, 2016, the Debtors filed the Adversary Proceeding against eight Defendants seeking a declaratory judgment as to the enforceability of the notes secured by mortgages recorded as against the Property and challenging the validity of the liens and the standing of the Defendants to enforce them due to the multitude of assignments and the statute of limitations. Defendants, LSF9 Master Participation Trust, Caliber Home Loans, Inc. and DLJ Mortgage Capital, Inc and Selene Finance, LP have appeared by their respective attorneys and filed Motions to Dismiss the Complaint on several grounds including but not limited to: violation of the Rooker-Feldman Doctrine and the doctrines of collateral estoppel and res judicata. Upon analysis, the Court asserts that although it seems that the Debtors moved into the subject premises at some point during the foreclosure process (from 2437 East 1st Street, Brooklyn, NY 11223) and thus it might be "residential property" for purposes of some state statutes or regulations, it is an apartment building. Until the Debtors moved there, it was "commercial real estate" as to them, not "residential property" as defined. It is not for this Court to parse state provisions that depend on that distinction. Despite the Debtors' arguments to the contrary, the "policy considerations" expressed in the case of Staatsburg Water Co. v. Staatsburg Fire Dist. do not favor adjudication in a U.S. Bankruptcy Court in Buffalo, New York. It favors adjudication in the state court that had in rem jurisdiction over the corpus since Jan. 23, 2008, but for the section 362 stay that began on Jan. 12, 2015. The failure of GRP or others to complete the foreclosure suggests the possibility of a Zombie foreclosure. The adversary proceeding is, thus, suspended pending further order of the Court. The automatic stay of 11 U.S.C. section 362 is lifted so that the New York State Supreme Court, Kings County may fully adjudicate any and all issues or matters or questions arising in or related to the property at 181 Bay 25th Street, Brooklyn, NY 11214. This Court will honor all such state court rulings as those rulings relate to these Debtors' relationships to the real estate, or relate to that real estate itself. Under 11 U.S.C. section 305 (c), this Order is not appealable. Appealability of rulings by the Supreme Court, Kings County are a state law matter, to be decided by state courts on appeal through state law, not the Bankruptcy Code. The bankruptcy case is In re: MEYER SADIGURSKY and SIMONA SADIGURSKY, Debtor. Meyer Sadigursky and Simona Sadigursky Plaintiff, v. LSF9 Master Participation Trust, Caliber Home Loans, Inc., DLJ Mortgage Capital, Inc., Selene Finance LP, GRP Loan, LLC, Santander Bank National Association, f/k/a Sovereign Bank, National Association, f/k/a Sovereign Bank, as Successor by Merger with Independence Community Bank, as Successor by Merger with SI Bank and Trust f/k/a Staten Island Savings Bank, State Street Bank and Trust Company, Flagstar Bank, FSB, Defendants, Case No. 15-10034 K (Bankr. W.D. N.Y.). A full-text copy of Judge Kaplan's Opinion and Order dated August 18, 2017, is available at https://is.gd/O44qBo from Leagle.com. Meyer Sadigursky, Plaintiff, represented by Arthur G. Baumeister, Jr. –- abaumeister@bdlegal.net -- Amigone, Sanchez, et al. LSF9 MASTER PARTICIPATION TRUST, Defendant, represented by Michael H. Cohn, Cohn & Roth, Joseph Nicholas Froehlich -- jfroehlich@lockelord.com -- Locke Lord Bissell & Liddell LLP. DLJ MORTGAGE CAPITAL, INC., Defendant, represented by Fincey John, McGlinchey Stafford, Kristen Romano, McGlinchey Stafford. Meyer Sadigursky and Simona Sadigursky filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 15-10034) on Jan. 12, 2015. MILOSHA USA: Arizona Property to Be Sold at Nov. 1 Auction ---------------------------------------------------------- Craig K. Williams, Esq., as agent for SimonCRE Stetson V, LLC, an Arizona limited liability company -- the Secured Party -- will sell the property of Milosha USA, LLC to the highest qualified bidder in public on November 1, 2017, at 1:30 p.m. The property to be sold is located at 400 South Beeline Highway, Payson, AZ 85541. The auction will be held at the Gila County Superior Court, 1400 East Ash Street, Globe, Arizona 85541. Proceeds of the sale will be used to pay off debt owed to SimonCRE. The collateral will be sold AS-IS, WITHOUT RECOURSE AND WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED. In order to qualify to bid at the public sale, each person must qualify with the Agent on or before the sale date by providing name, address, phone number, and a $10,000 deposit, in cash or cashier's check, made payable to the Agent. The successful bidder shall have until 5:00 p.m. (Arizona time) on the following business day (presently Nov. 2, 2017) to pay the entire purchase price at the public sale, less the $10,000 deposit previously held by the Agent, in a form acceptable to the Agent. If the successful bidder does not complete the payment in full of the purchase price by 5:00 p.m. (Arizona time) on the next business day (presently Nov. 2, 2017), then the Agent shall have the right to retain the $10,000 deposit to offset fees, costs and expenses of Secured Party. SimonCRE may be reached at: Joe Acker, Esq. General Counsel SimonCRE Stetson V, LLC 6900 East Second Street Scottsdale, AZ 85251 MIRAGE INSURANCE: Foreclosure Auction on Sept. 6 ------------------------------------------------ Mesa, Arizona-based Mirage Insurance, LLC, has been declared in default of its obligations to secured party, Ed Henrichs, concerning a Promissory Note and Chattel Security Agreement executed between Debtor and the Secured Creditor, both dated April 27, 2017. In accordance with A.R.S. Title 47, the secured party will sell the collateral to the highest qualified bidder in public on September 6, 2017, at 10:00 a.m. M.S.T. The Auction will be held at: Mirage Insurance, LLC 540 West Broadway Road, Suite 104 Mesa, AZ 85210 The Collateral consists of all of Mirage's assets, now owned or hereafter acquired and/or used in connection with the business known as "Mirage Insurance" located at 540 West Broadway Road, Suite 104, Mesa, Arizona 85210, including without limitation, all equipment, inventory, consumer goods, furniture, fixtures, accounts, accounts receivable, instruments, documents, money, chattel paper, negotiable instruments, general intangibles (as defined in the Arizona Uniform Commercial Code), real property, intellectual property (including copyrights, patents, trademarks, trade names and trade style), including additions thereto and replacements for the same. The Secured Party may be reached at: Ed Henrichs c/o The Deneau Law Firm, PLLC 401 W Baseline Rd., Ste. 207 Tempe, AZ 85283 Tel: (480) 306-5977 MIZAN ENTERPRISES: Taps Sodoma Law as Legal Counsel --------------------------------------------------- Mizan Enterprises Inc. received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Sodoma Law, P.C. as its legal counsel. The firm will, among other things, advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in adversary proceedings related to its Chapter 11 case; and assist in the preparation of a bankruptcy plan. John Woodman, Esq., the attorney who will be handling the case, will charge an hourly fee of $250. Paralegals and staff will charge $125 per hour and $65 per hour, respectively. Mr. Woodman disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Sodoma Law can be reached through: John C. Woodman, Esq. Sodoma Law, P.C. 211 East Boulevard Charlotte, NC 28203 Phone: 704-442-0000 Email: jwoodman@sodomalaw.com About Mizan Enterprises Inc. Mizan Enterprises Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 17-30601) on April 14, 2017. Omar Kweider, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $100,000. Judge J. Craig Whitley presides over the case. MONROE HEIGHTS: Court Dismisses Chapter 11 Bankruptcy Petition -------------------------------------------------------------- A voluntary Chapter 11 case was filed on Feb. 22, 2017, by John Habjan who is identified in the petition as "Shareholder" of Debtor Monroe Heights Development Corporation, Inc. Shortly thereafter, on March 2, 2017, Citizens and Northern Bank filed an Expedited Motion to Dismiss Chapter 11 Bankruptcy Petition. The basis for the Motion is the Bank's argument that a pre-petition state court order vested the management authority of the Debtor, including the sole authority to file a voluntary bankruptcy petition for the Debtor, in Shaner Holding Company as a receiver, thereby rendering a filing by the Debtor's shareholders as unauthorized. After allowing some time for a response to be filed and discovery to be conducted, an evidentiary hearing was held on the Motion for May 4, 2017. Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania granted the bank’s Motion. In the Motion, the Bank is seeking a dismissal of the case on the grounds that under applicable state law only the Receiver, acting in place of the Debtor's Board of Directors pursuant to the Receiver Order, had the authority to make a voluntary bankruptcy filing on behalf of the Debtor. Thus, according to the Bank, the filing made by Habjan, purportedly on behalf of the Debtor, was not authorized, and the case must, therefore, be dismissed. The Debtor responds with several arguments. First, it argues that the Receiver Order was void because the state court lacked jurisdiction and violated the due process rights of Habjan and and Pauline Griebel, another shareholder. Second, it argues that the Bylaws of the Debtor did give Habjan the authority file the bankruptcy in his capacity as a shareholder of the Debtor. Third, the Debtor contends that the Receiver Order should not be enforced because it impermissibly interferes with the Debtor’s access to bankruptcy court by attempting to enjoin Habjan from filing for bankruptcy for the Debtor. After considering all the arguments, Judge Agresti began with the presumption that the appointment of Shaner as Receiver vested the authority to file bankruptcy for the Debtor exclusively in Shaner's hands. In order to overcome that presumption, the Debtor would have to show that Shaner is biased against the interests of Habjan and Griebel, or is otherwise being derelict in its duties, to the point that it would interfere with the Debtor's ability to access the bankruptcy system. That showing has not been made; there was no evidence presented at the evidentiary hearing that would tend to show any bias in favor of the Bank or lack of diligence on the part of Shaner. To be fair, however, prior to the issuance of this Memorandum Opinion, the Debtor may not have anticipated the need to provide such evidence. Therefore, while the Court grants the Motion and dismisses the case, it delays the effectiveness of such order for 14 days. If in the meantime the Debtor files a motion for reconsideration that raises as an issue the fitness of Shaner to serve as Receiver, the Court may further delay implementation of the dismissal and schedule another evidentiary hearing strictly limited to that matter. A full-text copy of Judge Agresti's Memorandum Opinion dated August 22, 2017, is available at: http://bankrupt.com/misc/pawb17-10176-88.pdf David Ross, Esq., for the Movant Donald Calaiaro, Esq. -- dcalaiaro@c-vlaw.com -- for the Debtor/Respondent George Snyder, Esq. for Shaner Hotel Holdings Limited Partnership Larry Wahlquist, Esq. -- larry.e.wahlquist@usdoj.gov -- for the Office of the U.S. Trustee About Monroe Heights Development Based in Clarion, Pennsylvania, Monroe Heights Development Corporation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10176) on February 22, 2017. The petition was signed by John Habjan, shareholder. The case is assigned to Judge Thomas P. Agresti. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. MOSAIC MANAGEMENT: Investment Trustee Taps Packman Neuwahl as Atty ------------------------------------------------------------------ The investment trustee for Mosaic Management Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire a special counsel. Margaret Smith, the investment trustee appointed under the Debtor's Chapter 11 plan of reorganization, proposes to employ Packman, Neuwahl & Rosenberg, P.A. to give advice on matters related to international taxation. Shawn Wolf, Esq., the Packman Neuwahl attorney designated to represent the Debtor, will charge $650 per hour. The hourly fees for other attorneys who may assist him range from $375 to $650. Legal assistants charge an hourly fee of $135. The firm does not have any connection with Ms. Smith and the investment trust, according to court filings. Packman can be reached through: Shawn P. Wolf, Esq. Packman, Neuwahl & Rosenberg, P.A. 750 South Dixie Highway Boca Raton, FL 33432 Tel: 561-393-8700 Email: spw@pnrlaw.com About Mosaic Management Group, Inc. Founded in 2001, Mosaic Management was a financial services organization that provided management oversight and administration services for portfolios of life insurance policies. Mosaic Alternative was established in the British Virgin Islands in 2003 under the name of Mosaic Caribe Ltd., with the model of promoting international sales of life settlement products to prospective investors. Mosaic was engaged in the business of buying existing life insurance policies, and then selling fractional interests in those policies to others. In the typical life settlement transaction, Mosaic purchased policies from the insureds for a cash settlement for an amount in excess of the contract's cash surrender value but less than its death benefit. To fund these purchases and its business operations, Mosaic sold fractionalized interests in the policies' future benefits to "investors" or "purchasers" -- i.e., Investors, Landau Investors, and Lapolla Investors. Mosaic Management Group, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by Charles Thomas Ryals, president and chief executive officer. Judge Erik P. Kimball presides over the case. The Debtors hired the law firm of Berger Singerman LLP as general bankruptcy counsel when they sought bankruptcy protection. However, when Andrew Murphy assumed leadership of the Debtors, the Debtors terminated Berger Singerman and hired Tripp Scott, P.A., as general bankruptcy counsel. Furr & Cohen, P.A. is counsel to the official committee of unsecured creditors. Bast Amron LLP is counsel to the official committee of investor creditors. Margaret J. Smith, was appointed by the court as investment trustee under the Mosaic Investment Trust Agreement. The investment trustee hired Bast Amron LLP as counsel, GlassRatner Advisory & Capital Group, LLC as financial advisor, and Berkowitz Pollack Brant Advisors and Accountants as international tax accountant. NCD INCORPORATED: Property Up for Oct. 27 Auction ------------------------------------------------- The property, including fixtures and personal property, of NCD Incorporated will be sold at public auction to the highest bidder in the courtyard, by the main entrance of the Superior Court Building, 201 West Jefferson Street, Phoenix, AZ 85003, on Oct. 27, 2017 at 12:00 p.m. The property consists of a portion of Tract 44 BELLAIR-PHASE ONE-UNIT TWO, located at 5050 W. Bell Rd., Glendale, AZ 85308 Proceeds from the sale will be used to pay off debt in the Original Principal Balance of $4,711,111 owed to Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, National Association or Norwest Bank Minnesota, N.A.) as Indenture Trustee of the ACLC Business Loan Receivables Trust 1998-1, c/o AMRESCO Commercial Finance, 202 N. 9th Street, Ste. 300, Boise, ID 83702. Security Title Agency, Inc., Default Services Division, as Trustee, will conduct the sale. It may be reached at: Rosenda Cardenas Assistant Vice President Security Title Agency, Inc. 4722 N. 24th Street 2nd Floor Phoenix, AZ 85016 Telephone: 602-266-0275 NOUVEAU INVESTMENTS: Hires Karen R. Emmott as Counsel ----------------------------------------------------- Nouveau Investments, LLC seeks approval from the United States Bankruptcy Court Southern District of Texas, Houston Division, to employ Karen R. Emmott as its counsel. Services to be rendered by Ms. Emmott are: a. analysis of its financial situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Chapter 11 of the Bankruptcy Code; b. preparation and filing of the Debtor's chapter 11 petition, schedules, statements of financial affairs, and related initial pleadings; c. representation of the Debtor at the Debtor's Initial Conference with the United States Trustee and at the Meeting of Creditors; d. representation of the Debtor in any and all matters related to post-petition administrative matters or matters involving the Debtor's assets and liabilities and financial affairs; e. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is to become involved and the evaluation and objection to claims filed against the Debtor; f. prepare, on behalf of the Debtor, all necessary applications, motions, answers, orders, reports, and papers in connection with the administration of the estate herein, and appear on behalf of the Debtor at all Court hearings in connection with the Debtor's case; g. representation of the Debtor with respect to preparing a disclosure statement and plan of reorganization or liquidation and assisting the Debtor in obtaining approval of its disclosure statement and confirmation of its plan; h. representation of the Debtor with respect to objections to proofs of claim and disallowance of claims against the Debtor; i. representation of the Debtor with respect to post-petition matters necessary to the implementation of the plan; j. render legal advice and perform all other necessary legal services in connection with the Debtor's chapter 11 case; and k. assistance to the Debtor in performing all other legal services for Debtor which may be necessary and appropriate; Ms. Emmott will charge $300 per hour for her legal services. Ms. Emmott assures the court that she is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code and as required by Section 327(a) of the Bankruptcy Code. Ms. Emmott can be reached through: KAREN R. EMMOTT 4615 Southwest Freeway, Suite 500 Houston, TX 77027 Tel: (713) 739-0008 Fax: (713) 481-6262 About Nouveau Investments, LLC Nouveau Investments operates as a financial services company providing securities brokerage and dealing, investment management, and financial advisory services. Based in Sugar Land, Texas, the Debtor filed a voluntary petition under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-34876) on August 9, 2017. The petition was signed by Edward Ly, member. The Hon. Karen K. Brown presides over the case. Karen R. Emmott represents the Debtor as counsel. At the time of filing, the Debtor listed under $50,000 in assets and $1 million to $10 million in liabilities. NUVERRA ENVIRONMENTAL: Badlands No Longer Owns Shares as of Aug. 7 ------------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Mark D. Johnsrud, JPJ LP, Badlands Capital, LLC, and Badlands Development II, LLC, disclosed that as of Aug. 7, 2017, they have ceased to beneficially own any securities of Nuverra Environmental Solutions, Inc. As Mark D. Johnsrud, et al., no longer beneficially own any securities of Nuverra, they do not have any sole or shared power to vote or direct the vote of any securities of the issuer, and does not have any sole or shared power to dispose or direct the disposition of any securities of the issuer. A full-text copy of the regulatory filing is available at: https://is.gd/oWv0Cv About Nuverra Environmental Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Shearman & Sterling LLP serves as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP is the Debtors' co-counsel. AP Services, LLC, is the Debtors' restructuring advisor. Lazard Freres & Co. LLC and Lazard Middle Market LLC is the investment banker. Prime Clerk LLC is the claims and noticing agent. On May 19, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. As of July 2017, David Hargreaves has resigned from the Committee. Kilpatrick Townsend & Stockton LLP is counsel and Batuta Capital Advisors LLC is financial advisor to the Committee. Landis Rath & Cobb LLP serves as Delaware counsel. On July 25, 2017, the Bankruptcy Court entered an order confirming the Plan and, on Aug. 7, 2017, the Plan became effective pursuant to its terms and the Company and its material subsidiaries emerged from the chapter 11 cases. On the Effective Date, pursuant to the Plan, (i) all outstanding shares of the Company's pre-Effective Date common stock and all other previously issued and outstanding equity interests in the Company, and any rights of any holder in respect thereof, were cancelled and discharged and (ii) all agreements, instruments, and other documents evidencing, related to or in connection with the pre-Effective Date common stock and all other previously issued and outstanding equity interests of the Company, and any rights of any holder in respect thereof, were cancelled and discharged. NYLC LLC: Wants Exclusive Plan Filing Deadline Moved to Dec. 19 --------------------------------------------------------------- NYLC LLC dba Le Cirque requests the U.S. Bankruptcy Court for the Southern District of New York to extend the period within which it has the exclusive right to file a plan of reorganization to and including Dec. 19, 2017. The Debtor originally sought to extend the Debtor's exclusive right to file and solicit a plan to Nov. 21, 2017, and Jan. 18, 2018, respectively. As reported by the Troubled Company Reporter on July 31, the Debtor sought the extension, saying that despite its cost-cutting and sale of its excess wine, it remains unable to keep up with its postpetition rental obligations to its landlord. As a result, the Debtor is in the process of negotiating the terms of a surrender of its lease to the landlord, as its lease will be rejected by operation of Section 365 of the Bankruptcy Code on July 24, 2017. The Debtor believes that by the time this motion is heard, it will have resolved all issues with its landlord. On Aug. 24, 2017, the Debtor filed a supplement to its exclusivity extension request. Since first asking for exclusivity extension, the Debtor has come to an agreement in principle with its landlord with respect to a surrender of the Debtor's lease. The agreement is nearly finalized and once executed, the Debtor will notice the agreement and submit it for approval by the Court. About NYLC LLC NYLC, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-10722) on March 24, 2017. NYLC estimated assets in the range of $100,001 to $500,000 and $501,000 to $1 million in debt. The petition was signed by Marco Maccioni, its managing member. The Honorable Sean H. Lane presides over the case. The Debtor tapped Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene, as counsel. OCEAN RIG UDW: Seeks Court Approval on Permanent Injunctive Relief ------------------------------------------------------------------ Simon Appeli and Eleanor Fisher, as joint provisional liquidators and foreign representatives for Ocean Rig UDW Inc. et al., have move the U.S. Bankruptcy Court for the Southern District of New York for an order granting, among other things, permanent injunctive relief in support of four interrelated schemes of arrangement to restructure the Debtors' financial indebtedness. A hearing on the enforcement motion will be held before the Hon. Martin Glenn in Room 523, One Bowling Green, New York, on Sept. 20, 2017, at 10:00 a.m. (Eastern). Objections to the motion, if any, must be filed no later than 5:00 p.m. (New York Time) on Sept. 8, 2017. About Ocean Rig UDW Inc. Ocean Rig. (NASDAQ: ORIG) -- http://www.ocean-rig.com/-- is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry. On March 24, 2017, the Debtors filed winding up petitions with the Cayman Court and issued summonses for the appointment of joint provisional liquidators for the purpose of the Restructuring. By orders of the Cayman Court dated March 27, 2017, Simon Appell and Eleanor Fisher were appointed as the JPLs and duly authorized foreign representatives, and the Cayman Provisional Liquidation Proceedings were commenced. Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their capacities, as the joint provisional liquidators and authorized foreign representatives, filed for Chapter 15 protection for Ocean Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) to seek recognition of the Cayman proceedings. The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New York. OCEAN RIG: U.S. Court Recognizes Cayman Islands Proceedings ----------------------------------------------------------- In these four jointly administered chapter 15 cases, Simon Appell and Eleanor Fisher, the joint provisional liquidators and authorized foreign representatives of Ocean Rig UDW Inc., Drill Rigs Holdings Inc., Drillships Financing Holding Inc. and Drillships Ocean Ventures Inc. seek recognition as foreign main proceedings or foreign nonmain proceedings of four proceedings pending before the Grand Court of the Cayman Islands. The JPLs' goal is to have the Cayman Court sanction four schemes of arrangement (one for each of the Foreign Debtors) negotiated and proposed by the Foreign Debtors, and then, if sanctioned by the Cayman Court, have this Court recognize and enforce the schemes in these chapter 15 cases. Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York ruled that the Cayman Court proceedings should be recognized as a foreign main proceeding. Judge Glenn finds that the Foreign Debtors satisfy section 109(a)of the Bankruptcy Code's requirement of property in the US. Each of the four Foreign Debtors paid its New York counsel a separate $250,000 retainer, for a total of $1 million, currently held in counsel's client trust account in New York, where they will remain pending final billing in these proceedings. The indebtedness that is the subject of the Debtors' restructuring efforts consists of approximately $4.5 billion face amount of U.S. dollar denominated debt, with approximately $3.7 billion outstanding on the Petition Date. This debt is governed by four instruments, each of which was admitted in evidence at the hearing and each of those debt instruments is governed by New York law. The two term loan agreements, accounting for $3.2 billion face amount of the $4.5 billion total indebtedness, include exclusive New York forum selection provisions. The Foreign Debtors' debt instruments governed by New York law also satisfy the venue requirements for these proceedings in the Southern District of New York. The Foreign Debtors have no substantial assets in the United States other than the New York law governed debt. The venue requirement in 28 U.S.C. section 1410 to maintain these chapter 15 cases in the Southern District of New York is satisfied. The chapter 15 cases were also properly commenced in accordance with sections 1504, 1509 and 1515. The Verified Petition for recognition of foreign proceedings was filed pursuant to section 1515(a) and was accompanied by all documents and information required by sections 1515(b) and (c) and the relevant Bankruptcy Rules. The Court also finds that The Cayman Proceedings are "foreign main proceedings" within the meaning of section 1502(4) of the Bankruptcy Code because each Debtor's center of main interests is the Cayman Islands. In this case, the Foreign Debtors shifted their COMI from the Republic of the Marshall Islands to the Cayman Islands. The Court finds that the Foreign Debtors' COMI shift was done for proper purposes to facilitate a value maximizing restructuring of the Foreign Debtors' financial debt. The Foreign Debtors' COMI shift to the Cayman Islands was "real," satisfying the factors or indicia considered by courts in determining a foreign debtor's COMI. For these reasons, the Court finds and concludes that the Foreign Representatives established by a preponderance of the evidence that each of the four Foreign Debtors' proceedings pending in the Cayman Court is entitled to recognition as a foreign main proceeding. A full-text copy of Judge Glenn's Memorandum Decision is available at: http://bankrupt.com/misc/nysb17-10736-129.pdf Counsel for the Petitioners, Simon Appell and Eleanor Fisher in their capacities as the Joint Provisional Liquidators and Proposed Foreign Representatives: Evan C. Hollander, Esq. Raniero D'Aversa, Jr., Esq. Monica A. Perrigino, Esq. ORRICK, HERRINGTON & SUTCLIFFE LLP 51 West 52nd Street New York, New York 10019 echollander@orrick.com rdaversa@orrick.com mperrigino@orrick.com -and- Steven J. Fink, Esq. LAW OFFICE OF STEVEN J. FINK PLLC 81 Main Street, Suite 405 White Plains, NY 10601 Objector to Recognition: Tally M. Wiener, Esq. LAW OFFICES OF TALLY M. WIENER, ESQ. 119 West 72nd Street, PMB 350 New York, NY 10023 tally.wiener@thecomi.com About Ocean Rig UDW Inc. Ocean Rig. (NASDAQ: ORIG) -- http://www.ocean-rig.com/-- is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry. On March 24, 2017, the Debtors filed winding up petitions with the Cayman Court and issued summonses for the appointment of joint provisional liquidators for the purpose of the Restructuring. By orders of the Cayman Court dated March 27, 2017, Simon Appell and Eleanor Fisher were appointed as the JPLs and duly authorized foreign representatives, and the Cayman Provisional Liquidation Proceedings were commenced. Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their capacities, as the joint provisional liquidators and authorized foreign representatives, filed for Chapter 15 protection for Ocean Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) to seek recognition of the Cayman proceedings. The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New York. OI SA: Bondholders Reach Consensus on Key Restructuring Terms ------------------------------------------------------------- The Steering Committees of the International Bondholder Committee and of the Ad Hoc Group of Oi Bondholders along with a majority of the group of export credit agencies (ECAs) represented by FTI Consulting (together, the "Oi Creditor Groups") on Aug. 23, 2017, disclosed that they have been working cooperatively and have reached consensus on certain key economic terms of a common restructuring framework for Oi S.A. and its subsidiaries (the "Common Restructuring Framework"). The Common Restructuring Framework is an important milestone as the Oi Creditor Groups believe it is the first framework for plans that garners the support of the majority of Oi's main groups of creditors and provides a path for the potential consensual resolution of ongoing claims and the successful emergence of Oi as a well-capitalized, viable and strong competitor in the Brazilian telecommunications industry. The Oi Creditor Groups represent in excess of 22.6 billion Reais (US$6.6 billion) of Oi group debt. The Common Restructuring Framework of the Oi Creditor Groups contemplates, subject to the qualifications set forth below, among other things, plans with the following mutually dependent features: (a) new committed equity capital of 3 billion Reais that will be backstopped in full by certain members of the Oi Creditor Groups, (b) significant debt reduction through a capitalization of up to 26.1 billion Reais in bond debt for 88% in equity of the restructured Oi, (c) a new transparent and professional governance structure, (d) the satisfactory resolution of all regulatory claims and (e) equivalent recoveries among all unsecured financial creditors on account of their claims, including parity treatment to all bondholders. Further, the Oi Creditor Groups are in discussions with other key creditors and stakeholders of Oi regarding the terms of the Common Restructuring Framework as it relates to their indebtedness so that the Common Restructuring Framework can also be acceptable to these interested parties. This development follows the groups' announced and continued opposition to the amended restructuring plan terms disclosed by Oi S.A. on March 22, 2017 and the continued failure of the Oi group to engage in negotiations with its principal creditor groups, including the Steering Committees of the International Bondholder Committee and of the Ad Hoc Group of Oi Bondholders. The Oi Creditor Groups remain committed to discussing the benefits of their Common Restructuring Framework with the company and other major stakeholders as a viable path to implement a feasible restructuring that ensures Oi's emergence as a well-capitalized company that can prosper in the long run. The International Bondholder Committee holds approximately US$2.7 billion of bonds issued by various members of the Oi group. The Ad Hoc Group of Oi Bondholders holds approximately US$3.0 billion of bonds issued by various members of the Oi group. The cooperating Export Credit Agencies hold approximately US$942 million of debt issued by various members of the Oi group. The Common Restructuring Framework is non-binding on the Oi Creditor Groups, and the terms, conditions, form and structure of implementation of any proposals, plans or agreements will be subject to various customary conditions, including completion of due diligence, all internal and credit committee approvals, negotiation and agreement of acceptable documentation, structuring and implementation of the plans, adoption of regulatory changes and judicial confirmation of restructuring plans in all applicable jurisdictions including the Netherlands. The Oi Creditor Groups do not have or assume any fiduciary or other duties to any party. Any transaction arising from the Common Restructuring Framework shall be voted on a non-substantively consolidated basis and shall be subject to approval by the trustees and court in the Netherlands for FinCo and PTIF, the court in Brazil for other debtors and the US Bankruptcy Court for all Chapter 15 debtors. Nothing in this press release shall create any binding legal obligations for any member of the Oi Creditor Groups and it is understood that all such members continue to reserve all rights in connection with any present or future legal proceedings to which they may be parties. This press release is not intended as a solicitation for a vote on any plans or the offer or sale of any security. There can be no assurance that Oi S.A. and its subsidiaries, the trustees in the Netherlands, or any other stakeholder will agree to the terms and conditions contained in the Common Restructuring Framework, that the terms and conditions contained in the Common Restructuring Framework will not be changed by the Oi Creditor Groups, that any plans will be approved by the Courts in all applicable jurisdictions, or that the transactions contemplated by the Common Restructuring Framework will be consummated. About Oi SA Headquartered in Rio de Janeiro, and operating almost exclusively within Brazil, the Oi Group provides services like fixed-line data transmission and network usage for phones, internet, and cable, Wi-Fi hot-spots in public areas, and mobile phone and data services, and employs approximately 142,000 direct and indirect employees. On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the "Brazilian Bankruptcy Law"), Oi S.A. and certain of its subsidiaries filed for recuperaÃ§ao judicial (judicial reorganization) in Brazil. On June 21, 2016, OI SA and its affiliates Telemar Norte Leste S.A. and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15 proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791). Ojas N. Shah, as foreign representative, signed the petitions. Coop and PTIF are also subject to proceedings in the Netherlands. The Chapter 15 cases are assigned to Judge Sean H. Lane. In the Chapter 15 cases, the Debtors are represented by John K. Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida. On July 22, 2016, the New York Court recognized the Brazilian Proceedings as foreign main proceedings with respect to the Chapter 15 Debtors, and granted certain additional related relief. OLYMPIA OFFICE: MLMT Disclosures Approval Hearing Set for Sept. 13 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York will hold a hearing on Sept. 13, 2017, at 11:00 a.m. to consider approval of the disclosure statement dated June 13, 2017, which explains the Chapter 11 plan of liquidation dated June 13, 2017, proposed by a MLMT 2005-MCP1 Washington Office Properties, LLC, for Olympia Office LLC. Objections to the Disclosure Statement must be filed by Sept. 6, 2017. As reported by the Troubled Company Reporter on July 7, 2017, the Court had scheduled a hearing on July 12 to consider approval of the Disclosure Statement. MLMT 2005-MCP1 Washington Office Properties, LLC, filed a plan that proposes to liquidate all nine properties of Olympia Office and its affiliates, and for treatment of claims of creditors. Under the liquidating plan, Class 2 general unsecured creditors will be paid 100% of their allowed claims, without interest, no later than 12 months after the effective date of the plan. About Olympia Office Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-74892) on Oct. 20, 2016. The petition was signed by Sung II Han, vice-president. The Hon. Alan S. Trust presides over the case. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The affiliates of Olympia Office LLC: WA Portfolio LLC; Mariners Portfolio LLC; and Seahawk Portfolio LLC filed separate Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-75515, 16-75516 and 16-75517, respectively) on Nov. 28, 2016. At the time of filing, each of the debtor-affiliates had $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. The Debtors are represented by Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco LLP. The Debtors employ Kiemle & Hagood Company and Kidder Mathews as real estate brokers; and Demasco, Sena & Jahelka LLP as accountant. An official committee of unsecured creditors has not been appointed. ON-CALL STAFFING: Plan Confirmation Deadline Extended to Oct. 23 ---------------------------------------------------------------- The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi has extended, at the behest of On-Call Staffing, Inc., the exclusivity date for the Debtor to obtain confirmation of its plan of reorganization until Oct. 23, 2017. The deadline in which to file a plan and disclosure statement was also extended up to and including Aug. 24, 2017. As reported by the Troubled Company Reporter on July 31, 2017, the Debtor asked the Court for an extension of 30 days up to and including Aug. 24, in which only it can exclusively file its proposed plan and disclosure statement and a concomitant extension of 60 days within which to obtain plan confirmation. On July 19, the Debtor filed its joint motion to approve compromise and settlement. The Debtor resolved majority of the issues that will be determinative as to confirmation of a plan. As soon as the motion to approve a compromise and settlement is approved by the Court, the Debtor says it will be able to file its disclosure statement and plan. About On-Call Staffing On-Call Staffing, Inc., filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-13823) on Oct. 28, 2016. The Debtor is represented by J. Walter Newman, IV, Esq., at Newman & Newman. The petition was signed by its President, Lee Garner III. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million. ONE HORIZON: CFO Agrees to Convert $662K Debt Into Equity --------------------------------------------------------- Martin Ward, One Horizon Group, Inc.'s chief financial officer, accepted the offer to convert $662,048 due to him from the Company into 859,802 shares of common stock of the Company. This represents a conversion price of $0.77 per share, the closing price of the Company's common stock on Aug. 14, 2017. The issuance of the Shares was exempt from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended. The Company made this determination based upon the fact that Mr. Ward is not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Securities Act. About One Horizon Ireland-based One Horizon Group, Inc., is the inventor of the patented SmartPacketTM Voice over Internet Protocol ("VoIP") platform. The software is designed to capitalize on numerous industry trends, including the rapid adoption of smartphones, the adoption of cloud based Internet services, the migration towards all IP voice networks and the expansion of enterprise bring-your-own- device to work programs. The Company designs, develops and sells white label SmartPacketTM VoIP software and services to large Tier-1 telecommunications operators. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of June 30, 2017, One Horizon had $8.83 million in total assets, $7.20 million in total liabilities and $1.63 million in total stockholders' equity. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ONE HORIZON: Receives Noncompliance Notice from Nasdaq ------------------------------------------------------ One Horizon Group, Inc. received on Aug. 22, 2017, a written notification from Nasdaq Listing Qualifications notifying the Company that it fails to comply with Nasdaq's Marketplace Rule 5550(b)(1) because the Company's stockholders' equity as of June 30, 2017, fell below the required minimum of $2,500,000 and as of Aug. 21, 2017, the Company does not meet the alternative compliance standards of market value of listed securities or net income from continuing operations for continued listing. In accordance with Nasdaq's listing requirements, the Company has until Oct. 6, 2017, 45 calendar days from the date of the notification, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant the Company an extension of up to 180 calendar days from the date it received the notification to evidence compliance. The Company intends to promptly evaluate various courses of action to regain compliance and to timely submit a plan to Nasdaq to regain compliance with the Nasdaq minimum stockholders' equity standard. However, there can be no assurance that the Company's plan will be accepted or that if it is, the Company will be able to regain compliance. About One Horizon Ireland-based One Horizon Group, Inc., is the inventor of the patented SmartPacketTM Voice over Internet Protocol ("VoIP") platform. The software is designed to capitalize on numerous industry trends, including the rapid adoption of smartphones, the adoption of cloud based Internet services, the migration towards all IP voice networks and the expansion of enterprise bring-your-own- device to work programs. The Company designs, develops and sells white label SmartPacketTM VoIP software and services to large Tier-1 telecommunications operators. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of June 30, 2017, One Horizon had $8.83 million in total assets, $7.20 million in total liabilities and $1.63 million in total stockholders' equity. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ONE57 79: Hires Oxford Property Group as Real Estate Broker ----------------------------------------------------------- ONE57 79, Inc. seeks authority from the US Bankruptcy Court for the Southern District of Florida to employ Ksenia Kuzmenko of Oxford Property Group, as the Debtor's real estate broker. The Debtor requires the services of a real estate broker with an expertise in the New York City, New York market, to perform marketing and sale functions in pursuant of a sale on the property as soon as practical, to assess the value and condition of the Debtor's Real Estate and assist in the marketing and sale of the Real Estate. Ms. Kuzmenko proposes to charge for the firm's services at 6% of the actual purchase price. Ms. Kuzmenko attests that the firm is disinterested as defined in Sec. 101(14) of the Bankruptcy Code. The Firm can be reached through: Ksenia Kuzmenko Oxford Property Group 286 Fifth Avenue, 8th Floor New York, NY 10001 Tel: 212-300-6412 Email: info@opgny.com An involuntary Chapter 7 bankruptcy petition was filed against One57 79, Inc. (Bankr. S.D. Fla. Case No. 17-18433) on July 3, 2017, by petitioning creditor Campion Maverick Inc. Judge Robert A Mark on August 1, 2017, entered an Order for Relief in the Involuntary Case; and on August 2, entered an Order granting the Motion of One57 79 to Convert the Chapter 7 case to a Chapter 11 proceeding. The Debtor is represented by Ronald Lewis, Esq. The Debtor has hired Robert W. Seiden as Chief Restructuring Officer. ORLANDO CITY: Moody's Ups Rating on $30.8MM Revenue Bonds From Ba2 ------------------------------------------------------------------ Moody's Investors Service has upgraded to A3 from Baa2 the City of Orlando's (FL) rating on $166.4 million Series A Senior Tourist Development Tax (TDT) Revenue Bonds and upgraded to Baa3 from Ba2 the rating on $30.8 million Series B Second Lien Subordinate TDT Revenue Bonds. The outlooks are revised to stable. The city also has $87.3 million of Third Lien TDT bonds debt outstanding which are not rated by Moody's. All rated bonds are expected to be called and refunded with proceeds of the 2017 bonds. The upgrades to A3 and Baa3 reflect improved coverage by the TDT revenues. The ratings factor reduced pledged revenues after 2018 due to the elimination of the Installment Payment provided by the County. The ratings also factor the positive recent trend of pledged revenues, fully funded debt service reserves and a closed lien (allowing for refundings). The differential between the senior and second lien subordinate bonds (Series A and B) reflects the more marginal coverage currently for the second lien bonds. Rating Outlook The stable outlook reflects the recovering TDT revenues which are expected to grow in the near term providing slow growth in coverage. Factors that Could Lead to an Upgrade - Significant improvement in TDT revenue growth, leading to better coverage of debt service coverage - Continued growth in the underlying economy, hotel development and improving socio-economic indices Factors that Could Lead to a Downgrade - Steep and prolonged decline in TDT revenues - Significantly narrowed debt service coverage on the senior and subordinate bonds Legal Security The bonds are secured by 1/2 of the 6th cent TDT revenues the county collects, under the "Interlocal Agreement" between Orange County, Orlando and the city of Orlando redevelopment agency. Use of Proceeds Not applicable. Obligor Profile The city of Orlando (issuer rating Aa1 stable) is located in central Florida and had a population of 257,000 in 2015. Methodology The principal methodology used in this rating was US Public Finance Special Tax Methodology published in July 2017. OSIES INC: Taps Karen Emmott as Legal Counsel --------------------------------------------- Osies Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Karen Emmott, Esq., to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation and in obtaining approval of its bankruptcy plan. Ms. Emmott will charge an hourly fee of $300 for her services. She received a retainer from the Debtor in the sum of $10,000, plus $1,017 for the filing fee. In a court filing, Ms. Emmott disclosed that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Ms. Emmott maintains an office at: Karen R. Emmott, Esq. 4615 Southwest Freeway, Suite 500 Houston, TX 77027 Tel: (713) 739-0008 Fax: (713) 481-6262 Email: karen.emmott@sbcglobal.net About Osies Inc. Osies, Inc. -- http://www.osies.com/-- was incorporated in December 2003 to supply on-site instrumentation and electrical services for the equipment for the petroleum industry. Over the years, it added all other complementary service to convert itself into a full manufacturing company of equipment for the natural gas and oil industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-34996) on August 17, 2017. Jose Rodriguez, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jeff Bohm presides over the case. PALMAZ SCIENTIFIC: Investors Can't Go After Jefferies ----------------------------------------------------- William Gorta, writing for Bankruptcy Law360, reports that U.S. District Judge Sidney A. Fitzwater said investors who purchased stock in Palmaz Scientific Inc. could not force Jefferies LLC into arbitration, because the shareholders bought stock from directly from Palmaz or from WFG Investments Inc. and were not Jefferies' clients. Judge Fitzwater, Law360 relates, granted Jefferies' motion for summary judgment and enjoined WTW Investment Co. Ltd. and individual investors from proceeding with an arbitration it had filed before the Financial Industry Regulatory Authority. Jefferies had merely prepared offering materials for stock of Palmaz Scientific, the report states, citing Judge Fitzwater. According to Law360, Judge Fitzwater said that since the shareholders were not customers of Jefferies, they could not invoke the mandatory arbitration requirement of the FINRA Code of Arbitration Procedure for Customer Disputes. The defendants' counterclaims filed in April against Jefferies, which seek more than $3 million on claims of lack of due diligence and breaches of FINRA rules, among other counts, are still to be litigated, Law360 reports, citing Judge Fitzwater. About Palmaz Scientific Headquartered in San Antonio, Texas, Palmaz Scientific is a research and development company dedicated to the advancement of the technology and science of medical implants. Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-50552, 16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016. The petitions were signed by Eugene Sprague as director. The Debtors estimated both assets and liabilities of $10 million to $50 million. The cases are assigned to Judge Craig A. Gargotta. The Debtors have engaged Norton Rose Fulbright US LLP as counsel, Groff & Rothe as accountants, and Upshot Services LLC as noticing agent. PANDA TAXI: Taps Trenk DiPasquale as Legal Counsel -------------------------------------------------- Panda Taxi LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Trenk, DiPasquale, Della Fera & Sodono, P.C. as legal counsel. The firm will, among other things, advise the company and its affiliates regarding their duties under the Bankruptcy Code; negotiate with creditors; give advice on any potential sale of their assets; and prepare a plan of reorganization. The hourly rates charged by the firm range from $375 to $615 for partners, $250 to $300 for associates, and $145 to $215 for paralegals and legal assistants. Law clerks charge $195 per hour. The firm was paid an initial retainer of $80,000, plus $24,038 for the filing fees. Joseph DiPasquale, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Trenk DiPasquale can be reached through: Joseph J. DiPasquale, Esq. Thomas M. Walsh, Esq. Robert S. Roglieri, Esq. Trenk, DiPasquale, Della Fera & Sodono, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, NJ 07052 Phone: 973-243-8600 Email: jdipasquale@trenklawfirm.com Email: twalsh@trenklawfirm.com Email: rroglieri@trenklawfirm.com About Panda Taxi Panda Taxi LLC; and its affiliates Badger Taxi LLC; Cannes Taxi Inc.; Caramel Taxi LLC; Donkey Taxi LLC; Dov Jam Cab Corp.; Dylan Taxi Inc.; Hot Fudge Taxi LLC; JDS Trans. Inc.; Koala Taxi LLC; Macar Service Corp.; Marshmallow Taxi LLC; Tori & Sarah Hacking Corp.; and Twinkie Taxi LLC filed separate Chapter 11 petitions (Bankr. D.N.J. Case Nos. 17-26678, 17-26680, 17-26682, 17-26684, 17-26685, 17-26686, 17-26687, 17-26689, 17-26692, 17-26693, 17-26694, 17-26695, 17-26696, and 17-26702, respectively) on Aug. 17, 2017. The petitions were signed by Evgeny A. Freidman, managing member. The Hon. Vincent F. Papalia presides over these cases. The Debtors' bankruptcy attorneys are Joseph J. DiPasquale, Esq. and Thomas Michael Walsh, Esq. at Trenk, DiPasquale, Della Fera & Sodono, P.C. The Debtors tapped Cole Schotz, P.C., and Fox Rothschild LLP as special litigation counsel. At the time of filing, the Panda Taxi estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. PAUL BODEAU: Approval of $450 Monthly Entertainment Expenses Denied ------------------------------------------------------------------- Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central District of California addressed and considered the Notice of Motion and Motion in Individual Chapter 11 Case for Order Approving a Budget for the Use of the Debtor's Case and Postpetition Income filed by Debtors and Debtors-in-Possession Paul Bodeau and Sandra Bodeau. Judge Kwan denied the Motion as to the approval of use funds for $450 in expenses per month for entertainment, clubs, recreation, newspapers, magazines, and books to be outside the ordinary course of business and not shown to be an exercise of reasonable business judgment. The Debtors' use of cash on hand and the Debtors' post-petition income and/or earnings to pay the expenses and/or make the deductions and/or withholdings are neither approved nor disapproved. Use of estate funds in the ordinary course of business does not need court approval. The bankruptcy case is in Re: PAUL BODEAU and SANDRA BODEAU, Chapter 11, Debtors and Debtors-in-Possession, Case No. 2:17-bk-17761-RK (Bankr. C.D. Cal.). A full-text copy of Judge Kwan's Order dated August 18, 2017, is available at https://is.gd/LGsYnO from Leagle.com. Paul Bodeau, Debtor, represented by Lane K. Bogard -- lbogard@lbinsolvency.com -- Haberbush & Associates LLP, David R. Haberbush, Vanessa M. Haberbush, Haberbush & Associates LLP. United States Trustee, U.S. Trustee, represented by Kenneth G. Lau -- kenneth.g.lau@usdoj.gov -- Office of the United States Trustee. Paul Bodeau and Sandra Bodeau filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-17761) on June 26, 2017 and is represented by Lane K Bogard, Esq. of Haberbush & Associates LLP. PDG AMERICA: Foreclosure Sale of Shopping Centers on Sept. 21 ------------------------------------------------------------- The real property of PDG America Shopping Centers, L.L.C., a Delaware limited liability company, will be sold at public auction to the highest bidder at 1:00 p.m., Sept. 21, 2017, at the offices of Ballard Spahr LLP, located at 1 East Washington Street, Suite 2300, Phoenix, Arizona 85004-2555. Proceeds from the sale will be used to pay off debt in the original principal balance of $212,000,000, owed to The Bank of New York Mellon Trust Company, National Association, as Trustee for the Certificateholders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ14. The debt was originally owed to Principal Commercial Funding, LLC, a Delaware limited liability company. Fidelity National Title Insurance Company, Inc., a California corporation, served as Trustee under the loan agreement with Principal Commercial. Ballard Spahr's Jeffrey S. Pitcher, Esq., as Trustee, will conduct the sale. The locations of the properties being sold: 4730 E. Indian School Road, Phoenix, AZ 85018; 4742 E. Indian School Road, Phoenix, AZ 85018; 4730 E. Lone Mountain Road, Cave Creek, AZ 85331; 9446 N. Metro Parkway, Phoenix, AZ 85051; 9610 N. Metro Parkway, Phoenix, AZ 85051; 9602 N. Metro Parkway, Phoenix, AZ 85051; 9620 N. Metro Parkway, Phoenix, AZ 85051; 9802 N. Metro Parkway, Phoenix, AZ 85051; 707 E. Bell Road, Phoenix, AZ 85022; 801 E. Bell Road, Phoenix, AZ 85022; 3428 W. Northern Avenue, Phoenix, AZ 85051; 3202 E. Shea Boulevard, Phoenix 85028; 10629 N. 32nd Street, Phoenix, AZ 85028; 10633 N. 32nd Street, Phoenix, AZ 85028; 2075 N. Alma School Road, Chandler, AZ 85224 PDG America Shopping Centers, L.L.C., may be reached at: PDG America Shopping Centers, L.L.C. 3131 East Camelback Road, Suite 105 Phoenix, AZ 85016 Bank of New York may be reached at: BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION AS TRUSTEE FOR THE CERTIFICATEHOLDERS OF MORGAN STANLEY CAPITAL I INC., COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2007-IQ14 c/o C-III Asset Management LLC 5221 N. OConnor Boulevard, Suite 600 Irving, TX 75039 Ballard Spahr may be reached at: Jeffrey S. Pitcher, Esq. BALLARD SPAHR LLP 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 PENICK PRODUCE: Taps Bradley Arant Boult as Corporate Counsel ------------------------------------------------------------- Penick Produce Company, Inc., Penick Business, L.P. and Penick, L.P., seek authority from the US Bankruptcy Court for the Northern District of Mississippi to employ Bradley Arant Boult Cummings LLP as the Debtors' special corporate counsel to perform the corporate legal services to the Debtors that will be necessary during this Chapter 11 case, including among other things, representing the Debtors in their efforts to negotiate and close a stock or asset sale transaction. Stephen M. Wilson attests that Bradley does not represent or hold any interest adverse to the Debtors or in connection with the cases and does not have connections with the Debtors, the Debtors' creditors, 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 which would prevent employment of Bradley by the Debtors. Customary hourly rates for the Bradley Arant lawyers are: Stephen Wilson, Partner $435 Wendy Mullins, Special Counsel $365 Rod Clement, Partner $405 The Firm can be reached through: Stephen Wilson, Esq. Bradley Arant Boult Cummings LLP One Jackson Place 188 E Capitol Street, Ste 400 Jackson, MS 39201 Tel: 601-948-8000 Fax: 601-948-3000 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. 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. 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. PENNYMAC MORTGAGE: Moody's Affirms B1 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed PennyMac Mortgage Investment Trust's B1 Corporate Family Rating. In addition, Moody's downgraded to B2 from B1 PMT's long-term issuer rating. The outlook was revised to stable from negative. RATINGS RATIONALE The outlook was revised to stable from negative reflecting the company's strengthening profitability as it continues to build out its credit risk transfer business and reduce its lower yielding non-performing loan investment portfolio. PMT's B1 CFR reflects the company's solid capital level and experienced management team, and modestly more diversified operations than other single-B rated mortgage companies. Offsetting the positive factors are the risks embedded in the company's reliance on short-term secured funding, in particular for its non-performing loan and investment portfolio, which limits the company's financial flexibility. Furthermore, the ratings reflect PMT's reliance on PennyMac Financial Services, Inc. ("PFSI") as PMT is almost entirely reliant on the employees and resources of its manager PFSI. PMT's long-term issuer rating was downgraded to B2 from B1 to reflect the structural subordination of the company's senior unsecured obligations versus PMT's Mortgage Servicing Rights secured facilities. PMT's ratings could be upgraded if the company further diversifies its production channels and funding structure while maintaining solid capital levels such as if tangible common equity to tangible assets remains above 20.0%. In addition, an improvement in profitability with net income to average assets above 2.5%, would be viewed favorably. The ratings could be downgraded if the company is unable to achieve sustained net income to average assets above 1.5%, or if tangible common equity to tangible assets drops below 17.5%. The principal methodology used in these ratings was Finance Companies published in December 2016. PEPPERTREE LAND: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Peppertree Land Company 17-05135 5256 S. Mission Road Bonsall, CA 92003 Peppertree Park Villages 9&10, LLC 17-05137 5256 S. Mission Road Bonsall, CA 92003 Type of Business: Peppertree Park Villages 9&10, LLC listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 1654 S. Mission Rd, Fallbrook, California. Peppertree Park is an affiliate of Northern Capital, Inc., which sought bankruptcy protection on Aug. 13, 2017 (Bankr. S.D. Cal. Case No. 17-04845). Chapter 11 Petition Date: August 28, 2017 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtors' Counsel: Marshall Hogan, Esq. FOLEY & LARDNER, LLP 3579 Valley Centre Drive, Suite 300 San Diego, CA 92130 Tel: 858-847-6700 E-mail: MHogan@foley.com Peppertree Land's assets: $1 million to $10 million Peppertree Land's debt: $1 million to $10 million Peppertree Park's assets: $1 million to $10 million Peppertree Park's debt: $1 million to $10 million The petitions were signed by Duane Urquhart as managing general partner, who also sought bankruptcy protection on Aug. 13, 2017 (Bankr. S.D. Calif. Case No. 17-04846). Peppertree Land's list of eight unsecured creditors is available for free at http://bankrupt.com/misc/casb17-05135.pdf Peppertree Park's list of 13 unsecured creditors is available for free at http://bankrupt.com/misc/casb17-05137.pdf PEREGRINE FIN'L: Foreign Exchange Clients Can't Collect From Estate ------------------------------------------------------------------- William Gorta, writing for Bankruptcy Law360, reports that the Seventh Circuit affirmed bankruptcy and federal district court rulings that a proposed class of clients having metal and foreign exchange contracts with Peregrine Financial Group Inc. could not collect from its bankruptcy estate, nor could another proposed class with time-barred claims. The report recalls that U.S. District Judge John J. Tharp Jr. ruled in August 2016 that a bankruptcy court correctly found that the metal and forex contracts were not commodities contracts that required the money be kept in separate trusts. About Peregrine Financial Peregrine Financial Group Inc. filed to liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488) on July 10, 2012, disclosing between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Earlier that day, at the behest of the U.S. Commodity Futures Trading Commission, a U.S. district judge appointed a receiver and froze the firm's assets. The firm put itself into bankruptcy liquidation in Chicago later the same day. The CFTC had sued Peregrine, saying that more than $200 million of supposedly segregated customer funds had been "misappropriated." The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court, Northern District of Illinois (Chicago). Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted suicide outside a firm office in Cedar Falls, Iowa, on July 9, 2012. The bankruptcy petition was signed in his place by Russell R. Wasendorf Jr., the firm's chief operating officer. The resolution stated that Wasendorf Jr. was given a power of attorney on July 3, 2012, to exercise if Wasendorf Sr. became incapacitated. Peregrine Financial is the regulated unit of the brokerage PFGBest. PERFUMANIA HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Model Reorg Acquisition, LLC 17-11794 35 Sawgrass Drive, Suite 2 Bellport, NY 11713 Perfumania Holdings, Inc. 17-11795 Perfumania, Inc. 17-11796 Magnifique Parfumes and Cosmetics, Inc. 17-11797 Ten Kessef II, Inc. 17-11798 Perfumania.com, Inc. 17-11799 Northern Group, Inc. 17-11800 Perfumania Puerto Rico, Inc. 17-11801 Quality King Fragrance, Inc. 17-11802 Scents of Worth, Inc. 17-11803 Jacavi, LLC 17-11804 Distribution Concepts, LLC 17-11805 Flowing Velvet, Inc. 17-11806 Aladdin Fragrances, Inc. 17-11807 Niche Marketing Group, Inc. 17-11808 Northern Brands, Inc. 17-11809 Northern Amenities, Ltd. 17-11810 Global Duty Free Supply, Inc. 17-11811 Perfumers Art, Inc. 17-11812 Type of Business: Perfumania -- http://www.perfumania.com-- is an independent, national, vertically integrated wholesale distributor and specialty retailer of perfumes and fragrances. The Company's wholesale business distributes designer fragrances to mass market retailers, drug, and other chain stores, retail wholesale clubs, traditional wholesalers, and other distributors throughout the United States. The Company's retail business is operated through a chain of retail stores that specialize in the sale of fragrances and related products at discounted prices up to 75% below the manufacturers' suggested retail prices and a Company-owned website that offers a selection of the Company's more popular products for sale online. Chapter 11 Petition Date: August 26, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Anthony W. Clark, Esq. Cameron M. Fee, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square Wilmington, DE 19899 Tel: 302 651-3000 Fax: 302-651-3001 E-mail: anthony.clark@skadden.com cameron.fee@skadden.com - and - Gregory J. Milmoe, Esq. Raquelle L. Kaye, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 500 Boylston Street Boston, Massachusetts 02116 Tel: (617) 573-4800 Fax: (617) 573-4822 E-mail: gregory.milmoe@skadden.com raquelle.kaye@skadden.com - and - Lisa Laukitis, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036-6522 Tel: (212) 735-3000 Fax: (212) 735-2000 E-mail: lisa.laukitis@skadden.com Debtors' Investment Banker: IMPERIAL CAPITAL, LLC Debtors' Financial Advisor: ANKURA CONSULTING GROUP, LLC Debtors' Claims & Noticing Agent and Administrative Advisor: EPIQ BANKRUPTCY SOLUTIONS, LLC Website: http://dm.epiq11.com Debtors' Real Estate Consultant and Advisor: A&G REALTY PARTNERS, LLC Estimated Assets: $100 million to $500 million Estimated Debt: $100 million to $500 million The petitions were signed by Michael W. Katz, president and chief executive officer. Debtors' Consolidated List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ MB Fragrances LLC Trade Debt $829,473 2500 Hamilton Blvd South Plainfield, NJ 07080 Tel: 908-222-8080 Fax: 908-222-0828 Email: sales@mbfragrances.com Puig USA Inc. Trade Debt $454,382 One Park Avenue Fifth Floor New York, NY 10016 Tel: 607-239-6152 Email: camelia.handrea@clarins.com HFC Prestige Products, Inc. Trade Debt $343,002 One Procter & Gamble Plaza Cincinnati, OH 45202 Tel: 732-605-2705 Fax: 512-374-4051 Email: Olga_Halili@cotyinc.com Perfume Center of America Trade Debt $310,554 2020 Ocean Ave Ronkonkoma, NY 11779 Tel: 516-576-1300 Fax: 516-576-131 Email: suja@perfume-center.com Maesa LLC Trade Debt $220,899 Email: david.francisco@maesa.com Oni Essence Inc. Trade Debt $214,670 Email: accounts.oniessence.com Cosmetic Essence, LLC Trade Debt $198,999 Email: accountsreceivable@cosmeticessence.com Continental/Bracha Cosm. Trade Debt $171,075 Email: info@continentalcosmetique.com A.B. Diversified Enterprises Trade Debt $153,617 Email: aileen@abdiversified.com Aptos Canada Inc. Trade Debt $115,135 Interparfums Luxury Brands, Inc. Trade Debt $100,598 Email: lmarinelli@interparfums.com Superior Fragrances Inc. Trade Debt $97,451 Email: satwinder@superiorfragrances.com DM Fragrances & Cosmetics, Inc. Trade Debt $86,148 Email: dmfragrances@aol.com Euro Perfumes Inc. Trade Debt $77,400 Email: CustomerService@europarfum.com Prime Fragrances LLC Trade Debt $64,537 Email: primefragrances@hotmail.com Premier Fragrances LLC Trade Debt $58,365 Email: info@premierfragrances.com UPS Trade debt $51,619 Email: info@ups.com Your Printer V20 Ltd. Trade debt $44,427 Tekpartners Solutions, LLC Trade Debt $42,486 Email: HQ@tekpartners.com Elizabeth Arden, Inc. Trade Debt $37,498 Email: Gaby.Alarcon@elizabetharden.com PHARMACOGENETICS DIAGNOSTIC: $650K Sale of All Assets to PM Okayed ------------------------------------------------------------------ Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western District of Kentucky authorized Pharmacogenetics Diagnostic Laboratory, LLC's asset purchase agreement, dated as of June Aug. 1, 2017, with Prescient Medicine Holdings, LLC ("PM") or its designee, in connection with the sale of substantially all assets for $650,000. The Court entered the Procedures Order on June 10, 2017. On Aug. 11, 2017, the Debtor conducted an auction pursuant to the Procedures Order. The auction resulted in an improvement in the amount of consideration set forth in, and the terms of, the APA regarding the continuing relationship with the University of Louisville Foundation and the cure amount under the terms of the Debtor's existing lease. The Sale Hearing was held on Aug. 14, 2017. The sale is free and clear of all Interests of any kind or nature whatsoever, with all such Interests of any kind or nature whatsoever to attach to the net proceeds of the Sale in the order of their priority, with the same validity, force and effect they now have as against the Assets, subject to any claims and defenses Debtor may possess with respect thereto. Pursuant to 11 U.S.C. Sections 105(a) and 365, and subject to and conditioned upon the Closing of the Sale, the Debtor's assumption and assignment to PM, and PM's assumption on the terms set forth in the APA, of the Assumed Contracts is approved. The Assumed Contracts will include, in addition to those described, those contracts identified in the First Omnibus Notice of Debtor's Conditional Assumption and Assignment of Executory Contracts and Unexpired Leases, the Second Omnibus Notice of Debtor's Conditional Assumption and Assignment of Executory Contracts and Unexpired Leases, the Insight Laboratories agreement identified in the Emergency First Omnibus Motion for Approval of Debtor's Conditional Assumption and Assignment of Executory Contracts and Unexpired Leases. For the Amended and Restated License Agreement dated April 30, 2013, between Nucleus: Kentucky's Life Sciences And Innovation Center, LLC or its assignee ("Licensor"), and the Debtor, as amended by the Amendment to Amended and Restated License Agreement dated March 27, 2014 ("First Amendment"), and further amended by the Second Amendment To Amended And Restated License Agreement, PM agrees to cure the defaults under the License. PM will pay a percentage of its Net Revenue from the Louisville laboratory to the Licensor, or its assignee, with the first $311,055 in payments being credited against the amount necessary to cure the monetary defaults under the License, on the following schedule: a. 1% of Net Revenue from Sept. 1, 2017 – Aug. 31, 2018, with a minimum payment of $50,000. b. 1.5% of Net Revenue from Sept. 1, 2018 – Aug. 31, 2019, with a minimum payment of $50,000. c. 2% of Net Revenue from Sept. 1, 2019 – Aug. 31, 2020, with a minimum payment of $50,000. d. 2% of Net Revenue from Sept. 1, 2020 – Aug. 31, 2021. e. 2% of Net Revenue from Sept. 1, 2021 – Aug. 31, 2022. f. 2% of Net Revenue from Sept. 1, 2022 – Aug. 31, 2023. g. 2% of Net Revenue from Sept. 1, 2023 – Aug. 31, 2024. Subject to, and except as otherwise provided in, the Procedures Order, any amounts payable by Debtor pursuant to the APA or any of the documents delivered by Debtor pursuant to or in connection with the APA will (i) constitute administrative expenses of the Debtor's estate and (ii) be paid by Debtor in the time and manner as provided in the APA, without further order of the Court. As provided by Fed. R. Bankr. P. 7062, the Sale Order will be effective and enforceable immediately upon entry, and, as authorized by Fed. R. Bankr. P. 6004(h), the Sale Order will not be stayed until the expiration of 14 days after its entry. About Pharmacogenetics Diagnostic Pharmacogenetics Diagnostic Laboratory, LLC is a Kentucky limited liability company founded in 2004 by Dr. Roland Valdes, Jr. and Dr. Mark W. Linder. Dr. Valdes is a professor and senior vice-chairman of the Department of Pathology and Laboratory Medicine, professor of biochemistry and molecular biology, and holds the appointment of Distinguished University Scholar at the University of Louisville. Dr. Linder is a professor in the Department of Pathology and Laboratory Medicine at the University of Louisville and is the director of Clinical Chemistry and Toxicology at the University of Louisville Hospital. The company is a commercial and research laboratory for pharmacogenetics working to bring genetic drug sensitivity testing into the medical mainstream. It offers molecular diagnostic testing and interpretive services to physicians, clinics, and hospitals. Its principal office is located at The Nucleus Building, 201 E. Jefferson Street, Suite 309, Louisville, Kentucky 40202. In March 2011, University of Louisville Foundation, Inc. ("ULF") made a capital contribution to Debtor and was admitted as a member of it. The Debtor's membership interests are owned as follows: Dr. Valdes, 59.68%, Dr. Linder, 8.15%, and ULF, 32.17%. The Debtor's Board of Directors are: Dr. Valdes, Dr. Linder, and Robert Proulx as elected by the Board. Pharmacogenetics Diagnostic Laboratory, LLC, d/b/a PGXL Laboratories, d/b/a PGX Laboratories, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 16-33404) on Nov. 8, 2016. The petition was signed by Dr. Roland Valdes, Jr., president/CEO. The case is assigned to Judge Thomas H. Fulton. The Debtor estimated assets at $500,000 to $1 million, and liabilities at $10 million to $50 million at the time of the filing. The Debtor's bankruptcy attorney is Charity Bird Neukomm, Esq., at Kaplan & Partners LLP. The Debtor tapped Kathie McDonald-McClure, Esq., of Wyatt, Tarrant & Combs, LLP, as special counsel in matters relating to intellectual property and to a post-payment Medicare audit. The Debtor also engaged Robert L. Brown, Esq., at Bingham Greenebaum Doll LLP, as special counsel regarding corporate matters. The Debtor hired William G. Meyer III and Strothman and Company as accountant. PHILADELPHIA HEALTH: Wants Plan Exclusivity Extended to Oct. 2 -------------------------------------------------------------- North Philadelphia Health System asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend its exclusive periods to (i) file a Chapter 11 plan of reorganization for approximately 35 days, through and including Oct. 2, 2017, and (ii) solicit acceptances of the plan for approximately 35 days, through and including Dec. 1, 2017. As reported by the Troubled Company Reporter on June 21, 2017, the Court previously extended the exclusive period for the Debtor to propose a plan of reorganization until Aug. 27, 2017, and the period within which the Debtor can exclusively solicit acceptances of a plan until Oct. 26, 2017. The Debtor has been a debtor-in-possession for approximately eight months. The Debtor says during this time, it has made significant progress in administering its Chapter 11 case, including the completion of a sale of a significant asset, the major repayment of a substantial amount of secured debt, and the marketing and auction sale of substantially all of its assets. This is the Debtor's second request for an extension of its Exclusive Periods. The Debtor says it does not intend to seek an additional extension of the Exclusive Filing Period beyond this request. This case has been designated as a complex Chapter 11 case due to the level of the Debtor's debts and the number of creditors. The secured debt reported on the Debtor's schedules is approximately $17 million. The Debtor's unsecured debt (priority and non-priority) is approximately $29 million. The Debtor says the continued operation of its facility and successful reorganization of the facility is critical to serving the needs of vulnerable Philadelphians. Included in the creditor groups are the divergent interests of the HUD Group; Gemino Healthcare Finance, LLC; the Official Committee of Unsecured Creditors; the City of Philadelphia; Pennsylvania Department of Human Services; and Community Behavioral Health. On nearly every issue in this case, the Debtor has been required to resolve the competing interests and concerns of these parties. At this point, the court-appointed patient care ombudsman has completed three reports. No quality of care issues were identified. The Debtor also relates that negotiations with various creditor groups have resulted in the sale of certain of the Debtor's assets and repayment of a substantial portion of its secured debt. In addition, the negotiations have led to the sale process regarding the sale of substantially all of the Debtor's assets. The Debtor notes that it has worked to move this case forward expeditiously and, in that vein, on April 6, 2017, completed the sale of property located at 1600-1650 W. Girard Avenue for the benefit of its estate. By virtue of that transaction and transfers identified in the Court's March 22, 2017 court order, $8,876,523 was sent to BNYM for the retirement of outstanding bonds. On Aug. 11, 2017, following an extensive marketing process, the Debtor held an auction for substantially all of its assets. The results of the auction, as reported in the Debtor's Report of Auction, demonstrated significant progress toward the resolution of the case. At present, the Debtor has commenced discussions with the Official Committee of Unsecured Creditors regarding a proposed plan but does not anticipate completing these discussions prior to Aug. 27, 2017. The Debtor assures the Court that it is paying post-petition claims incurred in the ordinary course of business when they come due. The Debtor continues to operate its business and preserve the value of its assets for the benefit of its creditors. About North Philadelphia Health System North Philadelphia Health System, a Pennsylvania non-profit, non-stock, non-member corporation, operates the Girard Medical Center, a state-licensed 65-person private psychiatric hospital, and the Goldman Clinic, a medically assisted treatment center located Philadelphia, Pennsylvania. North Philadelphia Health System sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on Dec. 30, 2016. The petition was signed by George Walmsley III, president & CEO. The Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Magdeline D. Coleman. The Debtor hired Martin J. Weis, Esq. at Dilworth Paxson LLP as counsel; John D. Kutzler, Esq. at Buzby & Kutzler, Attorneys at Law, as special counsel; and SSG Advisors as investment banker. On Jan. 23, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel and M S Fox Real Estate Group as consultant. PLAINS ALL: Moody's Lowers Senior Unsecured Bond Rating to Ba1 -------------------------------------------------------------- Moody's Investors Service downgraded Plains All American Pipeline LP.'s senior unsecured rating to Ba1 from Baa3, its senior unsecured shelf rating to (P)Ba1 from (P)Baa3 and its and Plains Midstream Canada ULC's (PMC) US commercial paper program ratings to Not Prime from Prime-3. Moody's also assigned Plains a Corporate Family Rating (CFR) of Ba1, a Probability of Default Rating of Ba1-PD and a Speculative Grade Liquidity rating of SGL-3. The rating outlook is stable. This concludes the review for downgrade of Plains that was initiated on August 9, 2017. "The downgrade of Plains' ratings reflects the challenges in its operational performance as evidenced by the continued failure to meet EBITDA guidance, making the reliance on current guidance difficult," said Terry Marshall, Moody's Senior Vice President. "While the company is taking additional steps to improve its leverage and distribution coverage, these steps are not material to near term reduction in leverage and, without confidence in its basic operating performance, Plains' rating is better positioned at Ba1". Downgrades: Issuer: Plains All American Pipeline L.P. -- Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3 -- Senior Unsecured Commercial Paper, Downgraded to NP from P-3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1(LGD4) from Baa3 Issuer: Plains Midstream Canada ULC -- Senior Unsecured Commercial Paper, Downgraded to NP from P-3 Assignments: Issuer: Plains All American Pipeline L.P. -- Probability of Default Rating, Assigned Ba1-PD -- Corporate Family Rating, Assigned Ba1 -- Speculative Grade Lidquidity Rating, Assigned SGL-3 Outlook Actions: Issuer: Plains All American Pipeline L.P. -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Plains' Ba1 corporate family rating reflects 1) continued challenges in growing EBITDA as expected despite spending an estimated $7.5 billion on growth capex in the last five years, 2) a history of reactive, slow and minimal changes to address high leverage, and 3) a lack of confidence by Moody's in management's ability to execute on their forecasts. The rating is supported by midstream assets across key North American oil-producing regions. Moody's expects Plains to continue to experience challenges in turning growth capital into higher EBITDA and meaningfully lower leverage as it continues to be challenged by low gathering margins and very weak optimization results as newly constructed pipeline capacity places pressure on margins. The company's announced common share distribution cut, in combination with increases in common shares and the PIK preferreds converting to cash pay in Q2 2018, results in a $370 million reduction in 2018 cash distributions vs. 2017, a level which does not accomplish rapid debt reduction. Plains has adequate liquidity (SGL-3). Liquidity is particularly important to Plains given the significant working capital requirements for its supply and logistics segment and the high-distribution MLP model. With Moody's adjusted EBITDA of about $2.5 billion through June 2018, $1.2 billion of capex (including $200 million of maintenance capital), approximately $600 million of interest expense and taxes, around $1.1 billion of distributions, free cash flow will be negative $400 million and Plains' will also need to fund a $600 million Q2 2018 debt maturity. This aggregate $1 billion funding need will met with a mix of debt, preferred share issuance and asset sales proceeds. The stable outlook reflects Moody's view that currently high adjusted leverage of about 5.6x will moderate towards 4.5x through 2018, of which ½ turn of leverage is attributable to full equity treatment of its' preferreds as a speculative grade company, compared to 50% equity treatment when it was investment grade. The Ba1 CFR could be downgraded if it appears that Plains will not be able to reduce debt to EBITDA to a level sustainably below 5.5x (5.6x at June17) or distribution coverage remains below 1x (0.9x at June17). The Ba1 rating could be upgraded if 1) Plains realizes predictable and sustainable growth in EBITDA without reliance on its optimization activities, 2) adjusted debt to EBITDA, excluding optimization activity, appears to be comfortably sustainable below 4.5x (5.6x at June17), and 3) the timing and magnitude of future growth in distributions is clear and the then-expected distribution coverage will be sustainable above 1.25x (0.9x at June17). Plains All-American Pipeline L.P., headquartered in Houston, Texas, is engaged in the transportation, terminalling and storage of crude oil, natural gas liquids and natural gas throughout North America. The principal methodology used in these ratings was Midstream Energy published in May 2017. PREMIER MARINE: Committee Taps BGA Management as Financial Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Premier Marine, Inc. seeks authority from the US Bankruptcy Court for the District of Minnesota to retain BGA Management, LLC d/b/a Alliance Management, as its financial advisor. Services to be rendered by BGA are: (a) analyze, evaluate, and advise the Committee about financial information prepared by the Debtor and its professionals, including the Debtor’s business plans, financial projections, budgets, budget reconciliations, cash flow reporting, and monthly operating reports; (b) analyze, evaluate, and advise the Committee about the financial terms of any plan of reorganization, proposals from third parties for new sources of capital, any proposed sale of the Debtor's assets, including evaluating the sufficiency of any solicitation process, and financing and sale alternatives and alternative restructuring and/or transaction structures; and (c) perform other services as might be reasonably requested from time to time by the Committee and its counsel and agreed to by Alliance. Alliance's work is expected to be conducted principally by Brock Kline ($350 per hour) and Chris Tomas ($395 per hour). Michael Knight, President of BGA Management, LLC d/b/a Alliance Management, attests that Alliance does not represent any interest adverse to the Debtor's estate or its creditors in connection with this Chapter 11 case, other than as set forth in the Knight Declaration, and does not hold or represent any interest adverse to the Debtor with respect to matters upon which it is to be engaged. The Firm can be reached through: Michael Knight BGA MANAGEMENT d/b/a Alliance Management Carlson Tower, Suite 110 601 Carlson Tower Minneapolis, MN 55305 Tel: 952-457-2225 About Premier Marine, Inc. Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-32006) on June 19, 2017. Premier Marine is a family owned business formed in 1992 by Robert Menne and Eugene Hallberg. The Menne family controls 72.8% of the company equity. Hallberg controls the remaining 27.2% and is Premier's landlord. For 25 years, Premier Marine has manufactured "Premier" brand pontoon boats -- http://www.pontoons.com/-- in Wyoming, Minnesota. Premier Marine designs, builds and markets luxury pontoons and holds many patents on manufacturing elements such as furniture hinges, J-Clip rail fasteners and the PTX performance package. The family-owned and operated Company sells its pontoons through boat dealers located throughout the United States and Canada. The need for reorganization in chapter 11 was precipitated by a failed acquisition of another pontoon manufacturer in 2011. The Chapter 11 was filed in response to an eviction action commenced by Hallberg for the nonpayment of rent. The Chapter 11 is necessary to attract a new equity partner, reject the Hallberg leases, consolidate manufacturing under a single roof and reorganize the business for the mutual benefit of the Debtor creditors, employees and dealer network. The bankruptcy petition was signed by Lori J. Melbostad, the Debtor's president. The Debtor estimated assets and liabilities between $10 million and $50 million. The case is assigned to Judge Katherine A. Constantine. The Debtor's counsel are Michael F. McGrath, Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association. Guidesource's Richard Gallagher is the Debtor's financial consultant. On June 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Fafinski, Mark & Johnson, P.A. represents the committee as bankruptcy counsel. PUERTO RICO ELECTRIC: Bond Insurers Demand Remittance of Funds -------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that MBIA Inc. subsidiary National Public Finance Guarantee Corp., Assured Guaranty Corp., Syncora Guarantee Inc. and a group of bondholders with interest in most of the $8.3 billion in outstanding bond debt issued by Puerto Rico Electric Power Authority launched a complaint to force the utility to remit pledged funds for debt service. The company has failed to honor contractual obligations, Law360 says, citing the bond insurers. About Puerto Rico and Title III Cases Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are onboard as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. QUAKER FURNITURE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Quaker Furniture, Inc. dba Studio Q dba Medi-Q dba Quaker Classics dba Q-Creative c/o Edward McNeil MCNEIL & PARTNERS, LP PO Box 2211 Saint Louis, MO 63158 Type of Business: Quaker Furniture -- https://quakerfurnitureinc.com/ -- has been manufacturing furniture for homes and offices at its facility in Hickory, North Carolina since 1966. Chapter 11 Petition Date: August 28, 2017 Case No.: 17-50538 Court: United States Bankruptcy Court Western District of North Carolina (Statesville) Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 W. Trade Street, Suite 1950 Charlotte, NC 28202 Tel: (704) 944-6564 Fax: (704) 944-0380 Email: rwright@mwhattorneys.com smyers@mwhattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Edward McNeil, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncwb17-50538.pdf QUEST SOLUTION: Names Teamtronics' Kemper as New CFO ---------------------------------------------------- Quest Solution, Inc., terminated Joey Trombino as the Company's chief financial officer without cause, effective Aug. 31, 2017, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. On Aug. 21, 2017, the Company appointed Benjamin M. Kemper as the Company's chief financial officer and principal accounting officer. The Company's agreement with Mr. Kemper is that he will be an employee at will at an annual salary of $130,000 per year, plus the same health insurance coverage as provided to other officers. In addition, Mr. Kemper will be entitled to participate in all stock incentive plans and be eligible for a bonus as determined by the Board of Directors in its discretion. The Company is in the process of finalizing the negotiation of an employment agreement with Mr. Kemper which, when finalized and executed, will be filed as part of a subsequent Current Report on Form 8-K Mr. Kemper has been the chief financial officer of Teamtronics Inc. since June 2016. Teamtronics is involved with manufacturing rugged computers and electronic equipment mainly used in the Gas and oil industry. Prior to joining Teamtronics, Mr. Kemper was the Director of Finance of Beijer Electronics from 2013 -2016. Beijer mobile business was acquired by Micronet Inc. in 2014. Micronet, a division of a publicly traded entity on NASDAQ and TASE, designs and manufactures rugged computers and tablets for fleet management and mobile workforce needs. As such, Mr. Kemper was responsible for coordinating consolidated reporting procedures and for assuring accuracy under US GAAP. Mr. Kemper also led and directed financial aspects of certain M&A projects. From March 2012 to July 2013, Mr. Kemper was the District Financial Director for Flint Energy Services Inc. where he was responsible for cost analysis, financial reporting, forecasting and bidding and budgeting for projects, as well as other financial responsibilities. About Quest Solution Quest Solution, formerly known as Amerigo Energy, Inc., is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. Quest Solution incurred a net loss attributable to stockholders of $14.21 million for the year ended Dec. 31, 2016, following a net loss of $1.71 million for the year ended Dec. 31, 2015. As of June 30, 2017, Quest Solution had $27.47 million in total assets, $43 million in total liabilities and a total stockholders' deficit of $15.53 million. RBSM, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has a working capital deficiency and significant subordinated debt resulting from acquisitions. These factors raise substantial doubt about the Company's ability to continue as a going concern. R.J. REAL ESTATE: Foreclosure Auction Set for Sept. 7 ----------------------------------------------------- The property of R.J. Real Estate Enterprises L.L.C. will be sold at public auction to the highest bidder at the law firm of Lane & Nach, P.C., 2001 East Campbell Avenue, Suite 103, Phoenix, Arizona 85016, on September 7, 2017 at 2:00 p.m. The property is located at 1802 East Indian School Road, Phoenix, Arizona 85016. Proceeds of the sale will be used to pay debt in the original principal balance of $550,000 owed to: Western State Bank 7001 N. Scottsdale Road, Suite 1000 Scottsdale, AZ 85253 Pursuant to A.R.S. Section 47-9604, Adam B. Nach, Esq., at Lane & Nach, P.C., 2001 East Campbell Avenue, as Trustee, will also sell some or all of the personal property, fixtures and collateral described in the Deed of Trust. He may be reached at: Adam B. Nach, Esq. Lane & Nach, P.C. 2001 East Campbell Avenue, Suite 103 Phoenix, AZ 85016 The bidding deposit check must be in the form of a Cashiers Check made payable to Adam B. Nach, Esq. Third party checks will not be accepted. Conveyance of the property shall be without warranty, expressed or implied, and subject to all liens, claims or interests having a priority senior to the Deed of Trust. The Trustee shall not express an opinion as to the condition of title. The sale will not exhaust the power of sale contained in the Deed of Trust as to any remaining property encumbered by the Deed of Trust, which may, at the Bank's option, be sold in one or more subsequent sale proceedings. RCA RUBBER: Unsecureds to be Paid from Fund Over 5 Years --------------------------------------------------------- The R.C.A. Rubber Company filed with the U.S. Bankruptcy Court for the Northern District of Ohio a disclosure statement dated Aug. 16, 2017, referring to the Debtor's plan of reorganization. Class 4 General Unsecured Claims are impaired by the Plan. Each holder of an Allowed General Unsecured Claim will receive in full and final satisfaction of the claim, its pro rata share of the Reorganization Fund (after deducting payments made on Class 1, 2, and 3 Claims) based on the principal amount of each holders' allowed claim over a period of five years. The Class 4 Claims will be subject to allowance under the provisions of the Plan, including, but not limited to, Article VII. Shareholders holding an equity interest as defined in the Plan, or a subset thereof as recapitalized, will contribute as of the Effective Date no less than $150,000 to a Reorganization Fund to pay creditor Allowed Creditor Claims. The Reorganized Debtor will contribute an additional amount of no less than a total of $150,000 over the subsequent period up to five years from net profits of the Reorganized Debtor until the time as the additional $150,000 is contributed to the Reorganization Fund and distributed pro rata to allowed creditor claims. To the extent necessary to implement funding of the Plan and in the absence of requisite profits, the Reorganized Debtor will seeking financing to accommodate the requirement under the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ohnb16-52757-73.pdf About The R.C.A. Rubber Company The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. OH. Case No. 16-52757) on Nov. 18, 2016. The petition was signed by Shane R. Price, vice president. The Debtor operates a commercial rubber manufacturing company specializing in commercial flooring primarily used in the transit/transportation industry. The Hon. Alan M. Koschik presides over the case. Michael A. Steel, Esq., of Brennan, Manna & Diamond, LLC, represents the Debtor as counsel. The Debtor disclosed total assets of $2.17 million and total liabilities of $1.57 million. REBUILD MINISTRIES: Auction of Ash Fork Property on Oct. 2 ---------------------------------------------------------- Parcel 153, Arizona Juniperwood Ranch Unit 3, which is owned by Rebuild Ministries, Inc., will be sold at public auction to the highest bidder, on the steps of the Old Yavapai County Courthouse, facing Gurley Street, Prescott, Arizona on Oct. 2, 2017 at 10:00 a.m. The property to be sold is located at 153 Off Bernadines Way, Ash Fork, AZ. Proceeds of the sale will be used to pay debt in the original principal balance of $23,902.05, owed to: Equity Trust Company fbo Helene Rupp IRA P.O. Box 451340 Westlake, OH 44145 Rebuild Ministries may be reached at: Rebuild Ministries, Inc. a Maine corporation P.O. Box 874 Biddeford, ME 04005 Pioneer Title Agency, Inc., an Arizona corporation, as trustee, and will conduct the sale. It may be reached at: Linda Miller, Vice President Pioneer Title Agency, Inc. 580 East Wilcox Drive Sierra Vista, AZ 85635 Tel: (520) 458-3500 RENT-A-CENTER: Egan-Jones Lowers Sr. Unsec Ratings to BB- --------------------------------------------------------- Egan-Jones Ratings Company, on July 21, 2017, raised the local currency unsecured debt rating on Rent-A-Center Inc. to B+ from BB-, and the foreign currency unsecured debt rating on the Company to B+ from BB. Previously, on June 21, 2017, EJR downgraded the Company's local currency senior unsecured debt rating to BB- from BB. Rent-A-Center, Inc. operates franchised and company-owned Rent-A-Center and ColorTyme rent-to-own merchandise stores. The Company's stores offer home electronics, appliances, furniture, and accessories under flexible rental purchase agreements. Rent-A-Center operates across the United States and Puerto Rico. RENX GROUP: Taps Michael D. O'Brien as Legal Counsel ---------------------------------------------------- RenX Group II, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Michael D. O'Brien & Associates P.C. to, among other things, negotiate financing orders; obtain authorization for use of cash collateral; evaluate secured claims; and prepare a plan of reorganization. The attorneys and paralegal expected to provide the services and their hourly rates are: Michael O'Brien Partner $365 Theodore Piteo Associate Attorney $300 Hugo Zollman Senior Paralegal $170 Prior to the petition date, the firm received $10,000, of which $1,717 was used to pay the filing fee. The firm does not hold any interest adverse to the Debtor's estate, creditors or equity security holders, according to court filings. The firm can be reached through: Michael D. O'Brien, Esq. Theodore J. Piteo, Esq. Michael D. O'Brien & Associates, P.C. 12909 SW 68th Parkway, Suite 160 Portland, OR 97223 Phone: (503) 786-3800 About RenX Group II LLC Founded in 2013, RenX Group II, LLC is a home business in Portland, Oregon. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 17-33139) on August 22, 2017. Tracey Baron, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Trish M. Brown presides over the case. RESTAURANT SALTIMBANCO: Wants Plan Filing Deadline Moved to Dec. 19 ------------------------------------------------------------------- Restaurant Saltimbanco, Inc., and Saltimbanco LLC, doing business as Osteria Del Circo, ask the U.S. Bankruptcy Court for the Southern District of New York to further extend the time within which the Debtors have the exclusive right to file a plan of reorganization to and including Dec. 19, 2017. A hearing to consider the Debtor's request is set for Sept. 6, 2017, at 10:00 a.m. The Debtors originally sought to extend their exclusive right to file and solicit a plan of reorganization to Nov. 21, 2017, and Jan. 18, 2017, respectively. As reported by the Troubled Company Reporter on July 31, the Debtors told the Court that they have used the first 120 days of their Chapter 11 cases to stabilize their business, and would need an additional 120 days to determine if they will be able to file a confirmable plan of reorganization. Te Debtors' current exclusivity period expires on Sept. 20, 2017, as opposed to July 24, as stated in the Debtors' exclusivity extension request. Rather than requesting an extension of the exclusive period to file a plan to Nov. 21 and exclusive period to solicit a plan to Jan. 18, the Debtors are requesting an extension of the exclusivity period for 90 days through and including Dec. 19. About Restaurant Saltimbanco Saltimbanco is the holder of the lease from which Circo operates an upscale Italian restaurant located at 120 West 55th Street, New York, New York. Restaurant Saltimbanco, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-10719) on March 24, 2017. The petition was signed by Mauro Maccioni, its president. The Debtor estimated assets of $0 to $50,000 and $50,001 to $100,000 in debt. Judge Sean H. Lane presides over the case. The Debtor tapped Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene, as its bankruptcy counsel; and Acker Auction, Inc., as auctioneer. No committee, trustee or examiner has been appointed in the Debtor's cases. RK PARTNERSHIP: Taps Goodfriend Law as General Bankruptcy Counsel ----------------------------------------------------------------- RK Partnership seeks approval from the US Bankruptcy Court for the Central District of California, Los Angeles Division, to employ Mark E. Goodfriend and the Law Offices of Mark E. Goodfriend as general bankruptcy counsel. The services to be rendered by the Goodfriend Law Offices are: a. consult with the United States Trustee, and/or debtor in possession concerning the administration of the case; b. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and any other matter relevant to the case, to formulate the Plan of Reorganization and to advise and counsel the Debtor regarding matters of bankruptcy law; c. assist the Debtor in the preparation of reports, accounts, applications and orders involving bankruptcy law; d. evaluate, review and consult on claims and the filing of objections as appropriate; e. participate in the formulation of a Disclosure Statement and Plan of Reorganization, and to collect and file with the court acceptances or rejections of said Plan or Plans; f. represent the Debtor in proceedings or hearings before the Bankruptcy Court in matters relating to this bankruptcy case; and g. perform such other services as are appropriate as General Bankruptcy Counsel. The the Goodfriend Law Offices have agreed to represent the Debtor at the low end of their customary and normal hourly fees charged by their attorneys ($350 per hour), and to bill for such costs and expenses incurred in their representation of the Debtor. The the Goodfriend Law Offices received a pre-petition retainer of $8,000.00, all of which will be held in Mark Goodfriend's Client Trust Account, pending authorization to utilize such funds. Mark Goodfriend attests that he and the Firm are "disinterested persons" as that term is defined under Section 101(14) of the Bankruptcy Code and Rules 2014, et seq. of the Federal Rules of Bankruptcy Procedure. The Firm can be reached through: Mark E. Goodfriend, Esq. LAW OFFICES OF MARK E GOODFRIEND 16055 Ventura Blvd Ste 800 Encino, CA 91436-2610 Tel: (818) 783-8866 Fax: (818) 783-5445 E-mail: markgoodfriend@yahoo.com About RK Partnership RK Partnership filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-11923) on July 20, 2017. The Debtor is represented by Mark E. Goodfriend at the Law Offices of Mark E. Goodfriend. The Debtor estimates less than $1 million in assets and liabilities. RK PARTNERSHIP: Taps Mark E. Goodfriend as Legal Counsel -------------------------------------------------------- RK Partnership 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 the Law Offices of Mark E. Goodfriend to, among other things, consult with the U.S. trustee concerning the administration of the case; investigate its financial condition; and participate in the formulation of a plan of reorganization. Goodfriend will charge an hourly fee of $350 for its services. The firm received a pre-bankruptcy retainer of $8,000. In a court filing, Mark Goodfriend, Esq., disclosed that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark E. Goodfriend, Esq. Law Offices of Mark E. Goodfriend 16055 Ventura Boulevard, Suite 800 Encino, California 91436 Tel: (818) 783-8866 Fax: (818) 783-5445 Email: markgoodfriend@yahoo.com Email: rachelsmilman@gmail.com About RK Partnership RK Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-11923) on July 20, 2017. Rinat Kaspi, general partner, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Martin R. Barash presides over the case. ROCKY MOUNTAIN: Details Turnaround Plan at Investor Conference -------------------------------------------------------------- Rocky Mountain High Brands, Inc., held a conference call with investors on Aug. 24, 2017. The content of the presentation can be accessed on the Company's Web site at http://www.rockymountainhighbrands.com/disclosures,under the heading Presentation Materials. Kevin Harrington, Board member, Gerry David, Chairman of the Board, and Michael Welch, president and chief executive officer, discussed the Company's vision going forward. "Our number one goal is to create shareholder. We can't predict if or when we'll be moving to the Nasdaq Stock Exchange," said Mr. Welch. Presentation Summary: 1. The Company has a plan for success. 2. The Company will hire a new vice president of sales with extensive beverage expertise and a director of marketing with extensive expertise in bringing products all the way from conception to the shelves. 3. The Company is re-evaluating all of its existing contracts. 4. The Company will move into a specific market on a deep-dive basis with a well-thought-out plan strategy and with adequate funding to carry out that plan in each market. 5. The Company will have a new look, a new size, new formulation and new messaging on all of its products. 6. The Company will outsource as many of its processes as possible. 7. The Company will secure proper funding. 8. The Company will report to its investor community when appropriate. About Rocky Mountain Rocky Mountain High Brands, Inc. (RMHB), is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing high quality, health conscious, hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. Rocky Mountain reported net income of $2.32 million on $1.07 million of sales for the fiscal year ended June 30, 2016, compared with a net loss of $16.62 million on $489,849 of sales for the fiscal year ended June 30, 2015. As of March 31, 2017, Rocky Mountain had $2.56 million in total assets, $7.40 million in total liabilities, all current, and a total shareholders' deficit of $4.83 million. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has a shareholders' deficit of $1,477,250, an accumulated deficit of $16,878,382 at June 30, 2016, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. SED INTERNATIONAL: Taps DiLuzio & Henssler as Accountant -------------------------------------------------------- SED International Holdings, Inc. and SED International, Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire an accountant. The Debtors propose to employ DiLuzio & Henssler to provide general accounting services, which include the preparation and filing of income tax returns, and bookkeeping. The hourly rates charged by the firm are: Daniel DiLuzio $375 Marian Macleod-Elliot $255 Jessica Thomas $195 Justine Moulton $95 Administrative $90 Daniel DiLuzio disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. DiLuzio & Henssler can be reached through: Daniel J. DiLuzio DiLuzio & Henssler 5565 Glenridge Connector, Suite 200 Atlanta, GA 30342 Phone: +1 770-668-9000 About SED International Founded in 1980, SED International Holdings, Inc., is a multinational, preferred distributor of leading computer technology, consumer electronics, and small appliance products. The company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, business-to-business and business-to-consumer markets. Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the United States, Latin America, and Caribbean. On Feb. 24, 2016, Hill, Kertscher & Wharton, LLC, filed an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against SED International Holdings. Alan Rothman joined in the involuntary petition on March 31, 2016, and Brother International Corp. on April 6, 2016. The court on Sept. 14, 2016, converted the Chapter 7 case to one under Chapter 11 (Bankr. N.D. Ga. Case No. 16-53376). Based in Lawrenceville, Ga., SED International, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-66019) on Sept. 9, 2016, listing under $1 million in total assets and between $10 million to $50 million in liabilities. The petition was signed by Sham Gad, its CEO. The Debtors' cases are being jointly administered under Case No. 16-53376. No official committee of unsecured creditors, trustee or examiner has been appointed in the cases. Robert J. Williamson, Esq., and Ashley Reynolds Ray, Esq., at Scroggins & Williamson P.C., serve as the Debtors' counsel. Finley, Colmer and Company was tapped by the Debtors to provide interim management services. Heritage & FB Consultant Group S.A.S. is the investment banker. SENTRIX PHARMACY: Insurers Seek Appointment of Ch. 11 Trustee ------------------------------------------------------------- Liberty Insurance Corporation and Employers Insurance Company of Wausau ask the U.S. Bankruptcy Court for the Southern District of Florida to dismiss the Chapter 11 Case of Sentrix Pharmacy and Discount, LLC, for bad faith, or, in the alternative, direct the appointment of a Chapter 11 Trustee. Liberty asserts that the Debtor filed its bankruptcy case in bad faith, for an improper purpose, to wrongfully impose the automatic stay against Liberty (and other carriers) to attempt to unjustly circumvent the Debtor's Administrative Proceeding that the Debtor voluntarily filed. Liberty complains that this bankruptcy filing was a patent abuse of the Bankruptcy Code, which is not designed to allow a Debtor to hide behind the automatic stay to deflect, confuse and obfuscate proceedings in non-bankruptcy forums, especially when the Debtor has no desire or ability to reorganize and it has no debts to restructure. Liberty relates that the vast majorities of the 271 unsecured creditors scheduled in the Debtor's bankruptcy case (approximately 95%) are listed as "trade debt" in an "unknown amount" and are all insurance carriers or employers, with the exception of the Department of Financial Services, Division of Worker's Compensation and a few vendors. As such the Debtor has no debts to restructure because approximately 95% of the Debtor's creditor body is made up of insurance carriers who are respondents in the Debtor's Administrative Proceeding. Liberty points out that these creditors have one thing in common -- each is a respondent in an Administrative Proceeding initiated by the Debtor, which is pending before Judge Meale in the Division of Administrative Hearings since December 6, 2016. Each creditor is a party against whom the Debtor is seeking affirmative, monetary relief as these proceedings involve worker's compensation insurance claims made to each of the creditors (save DFS, which is a respondent in its capacity as an agency of the State). The Administrative Law Judge consolidated the cases and ordered all filings be made in Case No. 16-7158. Based on the financial information disclosed by the Debtor in its Schedules, Liberty claims that there is no realistic possibility of reorganization. The Debtor's main source of income is medical reimbursements from insurance companies, as disclosed by counsel for the Debtor during the August 4, 2017 hearing in this case. The only assets scheduled by the Debtor are: (a) $14,730,025 in accounts receivable, which are likely uncollectable, as the insurance carriers (who are listed as unsecured creditors) dispute that they owe the Debtor any money with respect to the worker's compensation reimbursement claims -- which is the issue in dispute in the Debtor's Administrative Proceeding; and (b) $119,473 in inventory. Consequently, Liberty claims that the actual income of the Debtor is completely unknown considering that the insurance carriers dispute that they owe the Debtor any money with respect to the worker's compensation reimbursement claims. So what, if any, income the Debtor actually expects to receive to fund a Plan is entirely unknown and speculative. In addition, Liberty relates that this bankruptcy case was filed one day before the scheduled depositions of two non-debtors. It was only when the Debtor faced the prospect of an adverse ruling in the Debtor's Administrative Proceeding that the Debtor filed this bankruptcy case to impose the automatic stay so as to manipulate results in the Debtor's Administrative Proceeding by injecting a Chapter 11 case to abuse the use of the automatic stay. Counsel for Liberty: Camille J. Iurillo, Esq. IURILLO LAW GROUP, P.A 5628 Central Avenue St. Petersburg, FL 33707 Telephone: (727) 895-8050 Facsimile: (727) 895-8057 Email: ciurillo@iurillolaw.com -- and -- Matthew J. Lavisky, Esq. BUTLER WEIHMULLER KATZ CRAIG LLP 400 N. Ashley Drive, Suite 2300 Tampa, Florida 33602 Telephone: (813) 281-1900 Facsimile: (813) 281-0900 Email: mlavisky@butler.legal About Sentrix Pharmacy and Discount, LLC Sentrix Pharmacy and Discount, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.Fla. Case No. 17-19073) on July 19, 2017. The Hon. Raymond B. Ray presides over the case. Rappaport Osborne & Rappaport, PLLC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Spencer Maklin, vice president. SIGNAL BAY: Borrows $551,200 From LG Capital and Adar Bays ---------------------------------------------------------- Signal Bay, Inc., on Aug. 14, 2017, entered into an 8% convertible promissory note with LG Capital Funding, LLC in the amount of $275,600. The Company received $250,000 and it was funded on Aug. 18, 2017. The Company can prepay the note based on the following schedule. Days Since Effective Date Prepayment Amount ------------------------- ------------------------ 0-90 110% of Principal Amount 91-180 125% of Principal Amount LG Capital has the right at any time following an Event of Default, at its election, to convert all or any part of the Outstanding Balance into shares of fully paid and non-assessable common stock, $0.0001 par value per share, of Signal Bay as per the following conversion formula: the number of Conversion Shares equals the amount being converted divided by the Conversion Price. The conversion will be equal to (a) 75% of the lowest trading price of the Company's common stock during the 15 consecutive trading days prior to the date on which the Holder elects to convert all or part of the Note. Separately, on Aug. 14, 2017, Signal Bay entered into an 8% convertible promissory note with Adar Bays, LLC in the amount of $275,600. The Company received $250,000 and it was funded on Aug. 16, 2017. The Company can prepay the note based on the following schedule. Days Since Effective Date Prepayment Amount ------------------------- ------------------------ 0-90 110% of Principal Amount 91-180 125% of Principal Amount Adar Bays has the right at any time following an Event of Default, at its election, to convert all or any part of the Outstanding Balance into shares of fully paid and non-assessable common stock, $0.0001 par value per share, of the Company as per the following conversion formula: the number of Conversion Shares equals the amount being converted divided by the Conversion Price. The conversion will be equal to (a) 75% of the lowest trading price of the Company's common stock during the 15 consecutive trading days prior to the date on which the Holder elects to convert all or part of the Note. About Signal Bay Signal Bay, Inc. -- http://www.signalbay.com/-- is a life sciences company that provides testing and advisory services to the legal cannabis industry. The Company's EVIO Labs division operates state-of-the-art testing facilities and offers accredited testing methodologies performed by a team of professional scientists to ensure the safety and quality of the nation's cannabis supply. Signal Bay reported a net loss of $2.55 million for the year ended Sept. 30, 2016, following a net loss of $1.45 million for the year ended Sept. 30, 2015. As of June 30, 2017, Signal Bay had $3.97 million in total assets, $3.13 million in total liabilities and $838,396 in total equity. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. SIGNAL BAY: Incurs $570K Net Loss in Fiscal Q3 ---------------------------------------------- Signal Bay, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $570,454 on $777,218 of total revenue for the three months ended June 30, 2017, compared to a net loss of $420,864 on $116,648 of total revenue for the three months ended June 30, 2016. For the nine months ended June 30, 2017, the Company reported a net loss of $1.85 million on $2.27 million of total revenue compared to a net loss of $830,968 on $391,978 of total revenue for the nine months ended June 30, 2016. As of June 30, 2017, Signal Bay had $3.97 million in total assets, $3.13 million in total liabilities and $838,396 in total equity. The Company had cash on hand of $149,983 as of June 30, 2017, current assets of $466,318 and current liabilities of $1,624,136 creating a working capital deficit of $1,157,818. Current assets consisted of cash totaling $149,983, accounts receivable of $145,893 and prepaid expenses totaling $170,442. Current liabilities consisted of accounts payable and accrued liabilities of $571,233, client deposits of $77,627, current portions of capital lease obligations of $36,016, convertible notes payable net of discounts of $324,799, interest payable of $91,014, derivative liabilities of $263,143, current portions of notes payable of $34,113 and current portions of related party payables of $226,191. The Company used $429,132 of cash in operating activities which consisted of a net loss of $1,856,315 non-cash losses of $1,134,617 and changes in working capital of $292,566. Net cash used in investing activities total $55,656 during the nine months ended June 30, 2017. The Company paid net cash of $6,930 in asset purchases and acquisitions and paid $48,726 for the purchase of equipment. During the nine months ended June 30, 2017, the Company generated cash of $577,285 from financing activities. The Company received $114,500 of cash from the sale of series D preferred stock, $640,000 in cash from convertible notes payable, repayments of notes payable of $56,396, repayments of capital leases of $10,152, proceeds from the sale of common stock of $70,000 and net repayments on related party notes payable of $180,667. Signal Bay reported a net loss of $2.55 million for the year ended Sept. 30, 2016, following a net loss of $1.45 million for the year ended Sept. 30, 2015. "During our third quarter, we continued to see a strong demand for EVIO Labs testing services. However, there were few opportunities to provide advisory services for new state applications during the quarter," commented Signal Bay CEO William Waldrop. "Furthermore, we do foresee normal seasonality decrease during the fourth quarter as our customers begin to prepare for the fall harvest. This will be partially offset by revenue from our new lab in Massachusetts and licensee in Florida. On that note, the Oregon Liquor Control Commission announced the limited pesticide testing rule will expire on August 29, 2017, therefore starting on August 30th every batch of usable marijuana must be directly tested for pesticides." COO Lori Glauser stated, "Our advisory group which until very recently was focused on helping new entrepreneurs establish their businesses, has directed its attention towards internal projects, such as attaining state licensing and accreditation for new labs, mostly in California. We are also integrating newly acquired labs including centralizing administrative, sales, and marketing functions. For example, the company is in the final stages of implementing an EVIO-Wide Laboratory Information Management System (LIMS). This enterprise system will allow EVIO to consolidate and streamline many operational tasks, and enable us to work as a unified firm that can easily scale." Mr. Waldrop concluded: "One area the company is intently focused on is improving our gross margins, as such have completed our internal and proficiency testing on our new equipment and have submitted all necessary studies and paperwork to the Oregon's lab accreditation body, ORELAP, to attain additional accreditations for pesticide testing and residual solvent testing in Oregon. We are eagerly awaiting for the Health Authority give us the go-ahead to start up our pesticide and solvent instruments. This will reduce both our costs and customer turnaround time considerably." A full-text copy of the Form 10-Q is available for free at: https://is.gd/jmHotM About Signal Bay Signal Bay, Inc. -- http://www.signalbay.com/-- is a life sciences company that provides testing and advisory services to the legal cannabis industry. The Company's EVIO Labs division operates state-of-the-art testing facilities and offers accredited testing methodologies performed by a team of professional scientists to ensure the safety and quality of the nation's cannabis supply. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. SPANISH ISLES: Trustee Taps Tripp Scott as Special Counsel ---------------------------------------------------------- The Chapter 11 trustee for Spanish Isles Property Owners Association, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Tripp Scott, P.A. as special counsel. Margaret Smith, the bankruptcy trustee, tapped the firm to provide legal services related to the collection of charges and assessments. These services include advising the trustee with respect to disputes with homeowners over the collection of delinquent assessments and pursuing foreclosure actions against these homeowners. Tripp Scott's fee for writing demand and settlement letters is $150 per letter, plus costs, while its fee for preparing a lien and writing a lien letter is $375 per unit, plus costs. If the lien is not collected and a foreclosure action must be pursued, the firm will charge between $275 and $300 per hour for the services of its partners and between $250 and $275 per hour for associates. Paralegals will charge $155 per hour. The firm will collect all legal fees and costs from the homeowners. However, if a lender's foreclosure or a bankruptcy eliminates the ability to complete a foreclosure, the Debtor would be responsible for all attorneys' fees and costs. Tripp Scott has been retained as the trustee's general counsel in the Debtor's bankruptcy case. The request to employ the firm as special counsel is not intended to modify its representation of the trustee as general counsel but is intended to supplement that representation, according to court filings. Matthew Zifrony, Esq., a director at Tripp Scott, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Tripp Scott can be reached through: Matthew Zifrony, Esq. Tripp Scott, P.A. 110 Southeast Sixth Street, 15th Floor Fort Lauderdale, FL 33301 Tel: 954-525-7500 Fax: 954-761-8475 About Spanish Isles Spanish Isles Property Owners Association, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 14-34444) on November 2, 2014, disclosing assets and liabilities of less than $1 million. The Debtor is represented by Brett A Elam, Esq. Judge Erik P. Kimball presides over the case. Margaret J. Smith was appointed as Chapter 11 trustee in the Debtor's case. Kristopher E. Aungst, Esq., at Tripp Scott, P.A., represents the trustee as legal counsel. No official committee of unsecured creditors has been appointed in the case. ST. ALBANS CLEANERS: Taps Michelle Steele as Bookkeeper ------------------------------------------------------- St. Albans Cleaners and Launderers, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire a bookkeeper. The Debtor proposes to employ Michelle Steele and pay her a fee of $35 per hour or up to $600 per month for the preparation of its monthly operating reports. Ms. Steele will also prepare the Debtor's financial projections, assist in the preparation of its tax returns and provide other accounting services related to its Chapter 11 case. The Debtor will pay the bookkeeper $35 per hour for those services. Ms. Steele disclosed in a court filing that she does not hold or represent any interest adverse to the Debtor. About St. Albans Cleaners and Launderers St. Albans Cleaners and Launderers, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-20432) on August 17, 2017. Lillian J. Edwards, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Frank W. Volk presides over the case. Pepper & Nason represents the Debtor as bankruptcy counsel. STONE ENERGY: Egan-Jones Hikes Sr. Unsecured Rating to B -------------------------------------------------------- Egan-Jones Ratings Company, on June 21, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Stone Energy Corp to B from B-. Stone Energy Corporation (NYSE: SGY) is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico basin. SUNEDISON INC: Has $5.75M Settlement With AIG Over Fire Damage -------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that SunEdison Inc. has asked the U.S. Bankruptcy Court for the Southern District of New York permission to enter into a $5.75 million settlement that would take insurer AIG and a battery manufacturer off the hook for damages from a fire at a Hawaii wind energy project owned by the Debtor's affiliated yieldco TerraForm Power LLC. The deal would net the Debtor $475,000 for out-of-pocket legal expenses it paid to arbitrate a dispute over fire damages at Kahuku Wind Power, Law360 relates. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors Employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors tapped Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. * * * On March 28, 2017, the Debtors filed their Plan of Reorganization and related Disclosure Statement. SUNEDISON INC: Shareholders' Bids for Probe on Losses Denied ------------------------------------------------------------ Keith Goldberg, writing for Bankruptcy Law360, reports that the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York explained his rejection of shareholder requests to further investigate the Debtor's losses. The Debtor is "hopelessly insolvent" and months of probes and legal fights haven't produced any evidence of nefarious activity, Law360 relates, citing Judge Bernstein. Alex Wolf of Law360 recalls that the counsel for the Debtor had found themselves back in court a week after confirming a Chapter 11 wind-down plan, indicating their intent to expeditiously deal with and dismiss an appeal from dissatisfied creditors over a $300 million exit financing agreement. The report says that the dispute at issue concerns whether the Debtor exercised sound business judgment and fairly orchestrated a pact giving second-lien lenders a right to participate in a discounted rights offering for new common stock and interest in shares of the Debtor's former yieldco Terraform. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors Employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors tapped Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. * * * On March 28, 2017, the Debtors filed their Plan of Reorganization and related Disclosure Statement. SWIM SEVENTY: Creditors' Panel Hires Plotkin LLC as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Swim Seventy, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to retain the Law Offices of Ellery E. Plotkin, LLC as attorney for the Committee. The Committee requires the Firm to: a. give the Committee advice with respect to its power and duties as the Official Committee of Unsecured Creditors; b. take necessary actions, if any, which might be available to the Official Committee of Unsecured Creditors in preserving assets of the estate; c. review the books and records of the Debtor in possession with respect to avoidance of payments that may be deemed preferential, or as may qualify as fraudulent conveyances; d. investigate and review the books and records of the Debtor in possession and engage in communications with parties in interest concerning the viability of the Debtor's reorganization or orderly liquidation; and e. possibly formulate and prepare a Chapter 11 Disclosure Statement and Plan. The Firm' Ellery E. Plotkin, Esq. will be compensated at $350 per hour. The Firm will be under a general retainer of $3,000 and may make further application to the Court for compensation from time to time as may be necessary and proper pursuant to the Bankruptcy Code. Ellery E. Plotkin, Esq., at the Law Offices of Ellery E. Plotkin, LLC, assured the Court that the firm does not represent any interest adverse to the Debtors and their estates. The Firm can be reached at: Ellery E. Plotkin, Esq. Law Offices of Ellery E. Plotkin, LLC 777 Summer Street Stamford, CT 06901 Tel: 203-325-4457 About Swim Seventy LLC Swim Seventy, LLC -- http://swimseventy.com/about/-- is a for-profit, and privately owned company that provides swim lessons, adult triathlon training, aquatic group fitness and aquatic rehabilitation. Swim Seventy, based in Norwalk, Conn., filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50549) on May 15, 2017. The Hon. Julie A. Manning presides over the case. Douglas S. Skalka, Esq., at Neubert, Pepe & Monteith, P.C., serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 million in assets and $1 million to $10, million in liabilities. The petition was signed by Antoinette L. Phillips, member. An Official Committee of Unsecured Creditors has been appointed in the case. SYU SING: Hires Fuller Law Firm as Bankruptcy Counsel ----------------------------------------------------- Syu Sing Investment, LLC seeks authority from the United States Bankruptcy Court Northern District of California (San Jose) to employ The Fuller Law Firm, P.C. as attorneys for the Debtor. Legal services required of The Fuller Law Firm, P.C. are: (a) advise the Debtor with respect to its powers and duties as Debtor-in-possession in its effort to retain or dispose of its property; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate and to review but not to prepare the monthly operating reports required to be filed in the case; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible re-finance of their assets; (g) appear before the Court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with it Chapter 11 case. Lars T. Fuller attests that the attorneys of The Fuller Law Firm, P.C. do not have any connection with the Debtor, its creditors, or any other party in interest, or its respective attorneys and accountants, are "disinterested persons" as that term is defined by Section 101(14) of the Bankruptcy Code; and do not hold or represent any interest adverse to the estate. The Firm's current hourly rates: Lars T. Fuller $505 Saman Taherian $475 Joyce Lau $395 Claudia Flores $150 The Firm can be reached through: Lars T. Fuller, Esq. Sam Taherian, Esq. Joyce K. Lau, Esq. THE FULLER LAW FIRM, P.C. 60 No. Keeble Ave. San Jose, CA 95126 Tel: (408) 295-5595 Fax: (408) 295-9852 Email: fullerlawfirmecf@aol.com lars.fullerlaw@gmail.com About Syu Sing Investment Syu Sing Investment, LLC's principal assets are located at 2201 Lafayette St Santa Clara, CA 95050-2934. It filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-51995) on August 21, 2017. The Debtor listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). The petition was signed by Yim Ho Leung, member. The Hon. Stephen L. Johnson presides over the case. The Debtor is represented by Lars T. Fuller, Esq.of The Fuller Law Firm. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. TERRAVIA HOLDINGS: Bids Due Sept. 7, Auction to Begin Sept. 11 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the bidding procedures in connection with the sale of substantially all assets of TerraVia Holdings, Inc., and its affiliates to Corbion N.V. for an aggregate price of $20 million, subject to adjustments, subject to overbid. The deadline for interested parties to furnish information to Rothschild Inc., the Debtors' financial advisor, to be considered a potential bidder in accordance with the bidding procedures was Aug. 24, 2017, at 6:00 p.m. (prevailing Eastern Time). The deadline to submit a qualified bid is Sept. 7, 2017, at 6:00 p.m. (prevailing Eastern Time). The auction will commence on Sept. 11 at 10:00 a.m. (prevailing Eastern Time), at the office of Davis Polk & Wardwell, 45 Avenue, New York, New York. Objections relating to the stalking-horse bidder, to conduct of the auction or the sale transaction is (a) if no auction, is held Sept. 8, 2017, at 2:00 p.m. (prevailing Eastern Time), and (b) if an auction is held Sept. 14 at 4:00 p.m. (prevailing Eastern Time). Any interested bidding should contact: Nicholas Barnes Tero Janne Rothschild Inc. 1251 Avenue of the Americas 33rd Floor New York, NY 10020 Tel: +1 212 403 3727 +1 212 403 3577 Email: nicholas.barnes@rothschild.com tero.janne@rothschild.com As reported by the Troubled Company Reporter on Aug. 7, 2017, a copy of the Stalking Horse Agreement, the Bidding Procedures, and the Consent and Settlement Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/TerraVia_Holdings_12_Sales.pdf A strong business justification exists for the sale of the Debtors' Assets as described. An orderly but expeditious sale of the Assets is critical to maximizing the value of the Debtors assets and recoveries for their economic stakeholders. Moreover, the timely consummation of the proposed Sale Transaction is required under the express terms of the Stalking Horse Agreement. The Purchaser: Colin McMullin VP/General Counsel Americas CORBION N.V. 7905 Quivira Road Lenexa, KS 66215 Facsimile: (913) 888-4970 E-mail: colin.mcmullin@corbion.com The Purchaser is represented by: James Colihan, Esq. BAKER & MCKENZIE, LLP 452 Fifth Avenue New York, NY 10018 Facsimile: (212) 310-1612 E-mail: james.colihan@bakermckenzie.com According to TCR, the salient terms of the Stalking Horse Agreement are: a. Stalking Horse Assets: All right, title and interest of Sellers in, to and under the assets, properties and business, of every kind and description, owned, held or used by Sellers that are Related to the Business, whether real, personal or mixed, whether tangible or intangible, of any kind and nature, whether or not reflected on the books and records of the Sellers and their Subsidiaries and wherever located, in each case, other than the Excluded Assets b. Purchase Price: $20 million, subject to subject to certain adjustments with the assumption of certain liabilities c. Break-Up Fee: 2.5% of the Purchase Price (i.e., $500,000) d. Expense Reimbursement Amount: Up to $300,000 e. Closing and Other Deadlines: The Closing will occur no later than two business days after satisfaction of, or (to the extent permitted) waiver by, the party or parties entitled to the benefit of the conditions set forth in Article 10 of the Stalking Horse Agreement. f. Good Faith Deposit: $2,000,000 g. Agreements with Management or Key Employees: The Debtors will seek an order from the Court authorizing them to pay the retention and severance payments to be made to certain Business Employees of TerraVia with whom TerraVia has entered into severance and retainer letter agreements and, upon obtaining such order, TerraVia will make to the Business Employees the payments provided for under severance and retainer letter agreements so long as such payments do not violate any other order entered by the Court. h. Use of Proceeds: If the Break-Up Fee and Expense Reimbursement Amount become due and payable by TerraVia to the Stalking Horse Bidder under the Stalking Horse Agreement, such amounts will be paid of immediately available funds under the terms and conditions provided for in the Stalking Horse Agreement. i. Requested Findings as to Successor Liability Local Rule 6004-1(b)(iv)(L): The Debtors seek to sell the Stalking Horse Assets to the Stalking Horse Bidder free and clear of all Liens and Claims (other than any Permitted Liens or Assumed Liabilities). j. Seller: Solayzme Manufacturing 1, LLC and TerraVia Holdings, Inc. Copies of the bidding procedures motion, the bidding procedures, the bidding procedures order, and all other documents are available at http://www.kccllc.net/TerraViaor can be requested by email at TerraViaInfo@kccllc.om. 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. The Office of the U.S. Trustee on August 11 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TerraVia Holdings, Inc. THE SERVICEMASTER: S&P Lowers 2018/2027/2038 Notes Rating to 'B' ---------------------------------------------------------------- S&P Global Ratings corrected its issue-level and recovery ratings on The ServiceMaster Co. LLC's senior unsecured notes due 2018, 2027, and 2038. S&P said, "We lowered the issue ratings to 'B' from 'BB-' and revised the recovery rating to '6' from '4' after we discovered an error in our last recovery analysis. The '6' recovery rating indicates our expectation of negligible (0%-10%, rounded estimate 0%) recovery in the event of a payment default. The issue ratings remain on CreditWatch, where we placed them with negative implications on July 27, 2017." S&P said, "These corrections were a result of our revised analysis of the company's November 2016 credit agreement, which includes the company's American Home Shield (AHS) subsidiaries' value as stock pledges as a part of its guarantee through holding companies' ownership. The inclusion of AHS subsidiaries' value as a guarantor results in the structural subordination of the company's senior unsecured notes due 2018, 2027, and 2038 (legacy notes), which are not guaranteed by any of the subsidiaries, to both the senior secured credit facilities and the senior unsecured notes due 2024. We have adjusted the obligor and non-obligor split in our recovery analysis to reflect the inclusion of AHS as a guarantor through holding company ownership. As a result, the recovery estimate for the legacy notes has decreased substantially from our previous analysis of approximately 30% to 0%. "All of our other ratings on the company remain unchanged and on CreditWatch with negative implications, including our 'BB+' rating on the company's senior secured credit facility with a recovery rating '1', indicating our expectation for very high (90%-100%; rounded estimate 95%) recovery in the event of a payment default. Our 'BB-' rating on the company's $750 million senior unsecured notes due 2024 also remains unchanged, and the recovery rating remains '4', indicating our expectation for average recovery (30%-50%, rounded estimate 30%) in the event of payment default. Our 'BB-' corporate credit rating also remains on CreditWatch with negative implications (for further information, see "Research Update: ServiceMaster Global Holdings Inc. Ratings Placed On CreditWatch Negative On AHS Spin-Off," published July 27, 2017)." The ServiceMaster Co. LLC is a wholly owned subsidiary of Memphis–based ServiceMaster Global Holdings Inc. RECOVERY ANALYSIS -- Simulated default assumptions: Debt service assumptions: $179 million (assumed default year interest and amortization) -- Minimum capital expenditure assumption: $39 million Cyclicality adjustment: 5% -- Operational adjustment: 50% -- Emergence EBITDA: $343 million -- Default year: 2021 Simplified Waterfall: Emergence EBITDA: $343 million -- Multiple: 6.5x -- Gross recovery value: $2,232 million -- Net recovery value for waterfall after administrative expenses (5%): $2,121 million -- Obligor/nonobligor valuation split: 98%/2% -- Collateral value available to secured first-lien debt: $2,106 million -- Estimated senior secured first-lien claims: $1,848 million --Recovery range for senior secured debt: 90%-100% (rounded estimate: 95%) -- Collateral value available to unsecured claims: $272 million -- Estimated senior unsecured claims: $830 million --Recovery range for senior unsecured debt: 30%-40% (rounded estimate: 30%) -- Collateral value available to subordinated claims: $0 million -- Estimated subordinated claims: $309 million --Recovery range for subordinated claims: 0%-10% (rounded estimates: 0%) RATINGS LIST The ServiceMaster Co. LLC ServiceMaster Global Holdings Inc. Corporate credit rating BB-/Watch Neg/-- Issue Ratings Lowered; Recovery Ratings Revised To From The ServiceMaster Co. LLC Senior unsecured Notes due 2018, 2027, and 2038 B/Watch Neg BB-/Watch Neg Recovery rating 6(0%) 4(30%) TITAN INTERNATIONAL: Egan-Jones Lowers LC Unsec. Rating to B- ------------------------------------------------------------- Egan-Jones Ratings Company, on June 23, 2017 lowered the local currency senior unsecured rating on debt issued by Titan International Inc to B- from B. Previously, on June 21, 2017, EJR raised the Company's local currency and foreign currency senior unsecured debt ratings on debt B from B-. Titan International, Inc. is a manufacturer of wheels, tires and undercarriage systems and components for off-highway vehicles used in the agricultural, earthmoving/construction and consumer segments. TRIPLE POINT: S&P Lowers CCR to 'CCC' on Declining Liquidity ------------------------------------------------------------ U.S. commodity management software provider Triple Point Group Holdings Inc. has reported lower-than-expected revenue, negative free cash flow, and weakening liquidity position for the six months ended June 30, 2017 stemming from underperformance of the company's professional services and maintenance lines of business. S&P Global Ratings lowered its corporate credit rating on Westport, Conn.-based Triple Point Group Holdings Inc. to 'CCC' from 'CCC+'. The outlook is negative. S&P said, "At the same time, we lowered the issue ratings on the company's first-lien senior secured credit facilities to 'CCC' from 'CCC+'. The '3' recovery rating is unchanged and indicates our expectation for meaningful recovery (50% to 70%; rounded estimate: 50%) in the event of a payment default. "We also lowered our rating on the company's second-lien term loan to 'CC' from 'CCC-'. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0% to 10%; rounded estimate: 0%) in the event of a payment default. "The downgrade reflects our expectation that TPT's revenue will decline about 15% over the next 12 months as a result of lower recurring revenue and a delay in platform migrations compounded with a continued competitive environment, leading to negative free cash flow. Compounded with debt-to-EBITDA in the mid-teens and a cash balance of $7 million as of June 30 2017, the company is facing greater liquidity pressure over the next 12 months, absent an extension of its revolving credit facility due July 2018. "The negative outlook reflects our expectation that absent an extension of its revolving credit facility due July 2018, uncertainty over revenue stabilization from a prolonged weak selling environment as well as working capital seasonality could lead to the company's inability to meet financial obligations over the next 12 months. "We could lower the rating over the next 12 months if we expect that sustained negative free cash flow result in insufficient funds to service its debt obligations or if the company engages in a debt restructuring plan. "We could raise the rating over the next 12 months if the company is able to mitigate client attrition, stabilize revenue and maintain positive free cash flow, and obtain an extension on its revolving credit facility." TRUE RELIGION: Court Okays Plan Disclosures ------------------------------------------- Jeff Montgomery, writing for Bankruptcy Law360, reports that the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has approved the disclosure statement filed by True Religion Apparel Inc. A hearing on the confirmation of the plan of reorganization will be held on Oct. 5, 2017, which will cut away about 71% of the initial $483 million debt. Matt Chiappardi of Law360 reported on Aug. 1 that Judge Sontchi had rejected procedures floated by the Debtor for dumping some of its leases, siding with the U.S. Trustee's Office, which argued the strategy contradicted bankruptcy rules, but giving the Debtor authorization for its $60 million post-petition loan. According to the report, Judge Sontchi said he agreed with the U.S. Trustee's position that the proposed lease rejection strategy did not give adequate notice to every party that would be affected About True Religion Apparel Manhattan Beach, California-based True Religion Apparel Inc. designs and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. Founded by Jeff Lubell in 2002, the Company sells its products through wholesale and retail channels on six continents and through their websites at http://www.truereligon.com/and http://www.last-stitch.com/ As of July 5, 2017, the True Religion Brand Jeans retailer had 140 True Religion and Last Stitch brick-and-mortar stores. The company has been controlled by TowerBrook Capital Partners since its take-private transaction in July 2013. True Religion and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017, after obtaining secured stakeholder support for a restructuring that would reduce debt by over $350 million. True Religion had $243.3 million in assets against $534.7 million of liabilities as of Jan. 28, 2017. The company's legal advisors include Wachtell Lipton Rosen & Katz and Pachulski Stang Ziehl & Jones. Its financial advisor is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer & Feld LLP as counsel and Moelis & Company, LLP, as financial advisor. On July 12, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Cooley LLP, as counsel, Province, Inc., as financial advisor. TUCSON ONE: Property Up for Auction on Sept. 26 ----------------------------------------------- The real property of Tucson One, LLC, an Arizona limited liability company, will be sold at a public auction at 1:00 p.m., Sept. 26, 2017, at the eastern steps of the Pima County Superior Court Building, 110 West Congress Street, Tucson, Arizona 85701. Proceeds of the sale will be used to pay off debt in the original principal balance of $2,469,500, owed to U.S. Bank National Association, as Trustee, successor-in-interest to Bank of America, National Association, as Trustee, successor by merger to LaSalle Bank National Association, as Trustee for the registered holders of Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-PWR9. The Original Lender was Principal Commercial Funding, LLC, a Delaware limited liability company. The purported street address or identifiable location of the property: 3131 N. Chapel Avenue Tucson, AZ 85716 3141 N. Chapel Avenue Tucson, AZ 85716 3700 E. Fort Lowell Road Tucson, AZ 85716 The Trustee overseeing the sale may be reached at: JEFFREY S. PITCHER, ESQ. BALLARD SPAHR LLP 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 URBAN ONE: Egan-Jones Cuts Sr. Unsecured Ratings to CCC+ -------------------------------------------------------- Egan-Jones Ratings Company, on June 21, 2017, lowered the local currency and foreign currency senior unsecured ratings on debt issued by Urban One Inc to CCC+ from B-. EJR also downgraded the ratings on commercial paper issued by the company to C from B. Urban One, Inc. provides radio broadcasting services. The Company owns and operates FM and AM radio stations in urban markets, as well as offers advertising services. US COAL: Stakeholders Say Suit From Backer Has No Chance -------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reports that Keith Goggin and Michael Goodwin -- stakeholders in an entity called East Coast Miner LLC, entity formed to lend money to U.S. Coal Corp. -- told the Delaware Chancery Court that a lawsuit from one of the entity's backers accusing the investors of secretly locking up certain bidding rights has no chance of going anywhere. About U.S. Coal On May 22, 2014, an involuntary Chapter 11 petition was filed against Licking River Mining, LLC, before the United States Bankruptcy Court for the Eastern District of Kentucky. On May 23, 2014, an involuntary Chapter 11 petition was filed against Licking River Resources, Inc. and Fox Knob Coal., Inc. On June 3, 2014, an involuntary Chapter 11 petition was filed against S.M. & J., Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed against J.A.D. Coal Company, Inc. On June 12, 2014, the Court entered an order for relief in each of the bankruptcy cases. On June 10, 2014, an involuntary Chapter 11 petition was filed against U.S. Coal Corporation. On June 27, 2014, the Court entered an order for relief in U.S. Coal's bankruptcy case. On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed petitions in the United States Bankruptcy Court for the Eastern District of Kentucky seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Chief Judge Tracey N. Wise. 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 Licking River Mining, LLC, Case No. 14-10201. U.S. Coal produces and sells thermal coal purchased primarily by utilities and trading companies and specialty coal purchased by various industrial customers and trading companies (known as "stoker" coal). U.S. Coal operates through two divisions: (1) the Licking River Division that was formed through the acquisition of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in January 2007 for $33 million, and (2) the J.A.D. Division that was formed through the acquisition of JAD and Fox Knob, and Sandlick Coal Company, LLC and Harlan County Mining, LLC in April 2008 for $41 million. Both the LRR Division and the JAD Division are located in the Central Appalachia region of eastern Kentucky. The LRR Division has approximately 26.3 million tons of surface reserves under lease. The JAD Division has 24.4 million tons of surface reserves, both leased and owned real property. At present, U.S. Coal has three surface mines in operation between the LRR Division and JAD Division. The Official Committee of Unsecured Creditors has tapped Barber Law PLLC and Foley & Lardner as attorneys. The Debtors are represented by Amelia Martin Adams, Esq., and Laura Day DelCotto, Esq. of Delcotto Law Group PLLC; and Dennis J. Drebsky, Esq., and Christopher M. Desiderio, Esq., of Nixon Peabody LLP. US DATAWORKS: Taps Loftis Law Firm as Special Counsel ----------------------------------------------------- US Dataworks, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire a special corporate, securities and outside general counsel. The Debtor proposes to employ Loftis Law Firm and pay the firm an hourly fee of $400 for its services. Jack Loftis, Jr., principal of Loftis Law Firm, disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its estate. Loftis Law Firm can be reached through: Jack D. Loftis, Jr. Loftis Law Firm 2164 Cochise Trail League City, Texas 77573 Phone: (281) 504-8070 Fax: (281) 715-4553 Email: jackloftis@loftislawfirm.com About US Dataworks Headquartered in Sugar Land, Texas, US Dataworks, Inc. (otc pinksheets:UDWK) -- http://www.usdataworks.com/-- is a software and technology provider serving the financial services sector. Its board of directors currently consists of two directors -- John Penrod and Joe Saporito. Mr. Penrod is also the Debtor's CEO and president who has been with the company since 2010. Mr. Saporito is the CAO for Rackspace Managed Hosting. US Dataworks filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32765) on May 1, 2017. Mr. Penrod signed the petition. At the time of filing, the Debtor disclosed $2.67 million in assets and $3.98 million in liabilities. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Wayne Kitchens, Esq., at Hughes Watters Askanase LLP. No trustee or examiner has been appointed in the case. UW OSHKOSH FOUNDATION: Real Estate Projects in Limbo ---------------------------------------------------- The University of Wisconsin Oshkosh Foundation, a university legally embattled nonprofit at the University of Wisconsin, Oshkosh, has declared Chapter 11 bankruptcy, putting its real-estate projects in limbo. "After months of extensive effort by the Board of Regents, UW System and the Department of Justice to secure the future of these investments for UWO, the parties were unable to reach a settlement and the Foundation ultimately chose this action," Chancellor Andrew Leavitt said in a statement. In January 2017, the Board of Regents and UW System asked the Wisconsin Department of Justice (DOJ) to pursue civil legal action against two former administrators who are being sued for improper financial transactions that occurred between 2010 to 2014 related to five real estate projects -- the downtown Oshkosh Best Western Waterfront Hotel and Oshkosh Sports Complex, two biodigesters and the Alumni Welcome and Conference Center -- financed by the UW Oshkosh Foundation. According to Mr. Leavitt, since that time, the UWO Foundation -- an independent 501(c)(3) non-profit entity -- has been working with the UW System Board of Regents and the DOJ to find a way to keep these projects, along with the Foundation itself, stable and intact for the benefit of the University. Uncertainty remains as the banks involved in Foundation financing seek restitution on their investments in these projects. Also, the UWO Foundation has begun the process of selling the Chancellor's Residence on Congress St., requiring Leavitt and his wife to relocate to a new home. On Aug. 17, the UWO Foundation filed a reorganization petition under Chapter 11 of the federal bankruptcy law. "Our institution must find ways to continue to fundraise for the benefit and support of our students as the UW Oshkosh Foundation resolves its current challenges. Our top priority remains the security and stability of funds that drive access to education," Mr. Leavitt said. "As for the future of the real estate projects we hold dear, we remain in limbo. We have built a national reputation for the innovative and academic use of biodigesters, creating a training program that brings students from across the country. We've enjoyed a new engagement tool for UW Oshkosh with the Alumni Welcome and Conference Center, bringing thousands of visitors to our campus every year. Losing any one of these facilities would be a blow to our campus community." About University of Wisconsin Oshkosh Foundation Inc. Established in 1963, the University of Wisconsin Oshkosh Foundation -- https://www.uwosh.edu/foundation -- was created to promote, receive, invest and disburse gifts to meet the goals and needs of the University of Wisconsin Oshkosh. Its offices are located in the Alumni Welcome and Conference Center along the Fox River. The Debtor is a separate and distinct legal entity from UW Oshkosh and qualifies as a tax-exempt 501(c)(3) organization under the United States Internal Revenue Code. It owns a fee simple interest in the Alumni Welcome & Conference Center located at 625 Pearl Avenue, Oshkosh, valued at $11.8 million. It is also a fee simple owner of a residence located at 1423 Congress Avenue, Oshkosh, with a current value of $375,000. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-28077) on Aug. 17, 2017. Timothy C. Mulloy, chairman of the Board, signed the petition. At the time of the filing, the Debtor disclosed $14.84 million in assets and $15.87 million in liabilities. Judge Susan V. Kelley presides over the case. Steinhilber Swanson LLP is the Debtor's legal counsel. WALKING CIRCLES: Creditors Meeting on Thursday in Ontario --------------------------------------------------------- The bankruptcy of Walking Circles Inc. of the City of Hamilton, Ontario, occurred on Aug. 11, 2017, and the first meeting of creditors will be held on Aug. 31, 2017, at 2:00 p.m., at the office of the trustee, 365 Evans Avenue, Suite 609, Etobicoke, Ontario. The trustee can be reached at: Charles Advisory Services Inc. Licensed Insolvency Trustee Tel: (416) 486-9660 Fax: (416) 486-8024 Website: http://www.charlesdebtmanagement.ca WALTER ENERGY: Oct. 6 Deadline for Filing Claims v. Canada Units ---------------------------------------------------------------- The Supreme Court of British Columbia approved a claims process for the determination of certain remaining restructuring claims against Walter Canada Group or their respective past or present directors or officers. Walter Canada Group is comprised of: -- Walter Energy Canada Holdings, Inc. -- Walter Canadian Coal Partnership -- Wolverine Coal Partnership -- Brule Coal Partnership -- Willow Creek Coal Partnership -- Pine Valley Coal Ltd. -- New Walter Energy Canada Holdings, Inc. -- New Walter Canadian Coal Corp. -- New Brule Coal Corp. -- New Willow Creek Coal Corp. -- New Wolverine Coal Corp. Any person having an unresolved restructuring claim against Walter Canada Group must send a proof of claim to KPMG Inc., the court-appointed monitor of Walter Energy, no later than 5:00 p.m. (Vancouver Time) on Oct. 6, 2017. A copy of the claims process amendment order and other public information concerning the Companies' Creditors Arrangement Act proceedings can be obtained on the website of KPMG Inc. at http://www.kpmg.com/ca/walterenergycanada Claimants requiring more information should contact the monitor at 604-691-3468 or email at maclark@kpmg.ca. The monitor can be reached at: KPMG Inc. PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Tel: 1-855-393-3547 (Toll free within North America) 1-416-649-7580 (Locally and Abroad) About Walter Canada Group Walter Energy Canada Holdings Inc., through its subsidiaries, owns and operates metallurgical coal mines. The company operates as a subsidiary of Walter Energy, Inc. About Walter Energy Walter Energy, Inc. -- http://www.walterenergy.com/-- is a metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; PJT Partners LP serves as investment banker, replacing Blackstone Advisory Services, L.P.; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders -- Steering Committee -- retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WELLMAN GROUP: Chapter 727 Claims Bar Date Set for Dec. 1 --------------------------------------------------------- The Wellman Group, Inc., executed on July 31, 2017, an Assignment for the Benefit of Creditors, whereby it assigned all of its right, title and interest in and to all of its assets to Philip Von Kahle, as Assignee, pursuant to Section 727, Florida Statutes. Wellman Group, as assignor, has its principal place of business at 14359 Miramar Parkway, #306, Miramar, FL 33027. Pursuant to Florida Statute Section 727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727 and except in the case of a consensual lienholder enforcing its rights in collateral, there shall be no levy, execution, attachment, or the like in respect of any judgment against assets of the estate in the possession, custody or control of the Assignee. To receive a dividend, if one is available in this proceeding, interested parties must file on or before December 1, 2017, a proof of claim with the Assignee: Philip Von Kahle Michael Moecker & Associates, Inc. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, Florida 33315 The case is, In Re: THE WELLMAN GROUP, INC., Assignor, to: PHILIP VON KAHLE, Assignee, CASE NO: CACE-17-014968 (07), IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA. WESTAK INC: Seeks to Hire Armanino as Accountant ------------------------------------------------ Westak, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire an accountant. The Debtor proposes to employ Armanino, LLP to prepare its financial statements, including its balance sheets as of March 31, 2017, and provide other accounting services. Armanino's fees will be $17,500 with 25% of the fee or $4,375 due prior to commencement of fieldwork. The firm will also seek reimbursement for work-related expenses, which typically range from 5% to 7% of the total fee. The firm does not hold any interest adverse to the Debtor's estate, according to court filings. Armanino can be reached through: Robert E. Tuvell Armanino, LLP 50 West San Fernando Street, Suite 500 San Jose, CA 95113-2438 Phone: 408-200-6400 Fax: 408-200-6401 Email: armaninoLLP.com About Westak Inc. Headquartered in Sunnyvale, California, Westak, Inc. -- http://www.westak.com/-- manufactures printed circuit boards. It offers flex and rigid flex, solder paste stencils, and in-circuit testing, as well as rigid double-sided, multi-layered, and volume interconnects. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 17-51123) on May 10, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Luise Crisham, chief executive officer. Judge Stephen L. Johnson presides over the case. Scott L. Goodsell, Esq., and William J. Healy, Esq., at Campeau, Goodsell Smith serve as the Debtor's bankruptcy counsel. WORDSWORTH ACADEMY: Has Final Approval to Use Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has entered a final order authorizing Wordsworth Academy, et al., to use cash collateral. M&T Bank consents to the Debtors' proposed use of cash collateral. As reported by the Troubled Company Reporter on July 17, 2017, the Court entered an interim order approving the Debtors' limited use of cash collateral to meet the ordinary cash needs of the Debtors for the payment of actual expenses of the Debtors necessary to (a) maintain and preserve the Debtors' assets, and (b) continue operation of its business, including approved payroll and payroll taxes, and insurance expenses. As adequate protection and payment on account of M&T's allowed claims, the Debtors are authorized and directed to pay to M&T ongoing payments in cash on a current basis, no less than monthly, and including any amounts incurred prior to the Petition Date, equal to the amount of accrued and unpaid interest on the Term Loan for the respective month (at the non-default rate of interest specified in the Term Note), which payments shall be made on or before the first business day of each subsequent month. M&T is granted (i) valid, enforceable, non-avoidable, and fully perfected, first priority postpetition security interests and liens in and upon all property of the Debtors, to the extent of any diminution in the value of the M&T's interests in collateral resulting from the Debtors' use of cash collateral or the disposition or other depreciation of the collateral, and on account of the imposition of the automatic stay. The Debtors' right to use cash collateral will terminate on the earlier of the date on which any of the following occurs: (a) an event of default, (b) expiration of the budget (which has not been amended or extended with consent of M&T), (c) entry of a court order otherwise terminating the Debtors' right to use cash collateral. A copy of the Final Order is available at: http://bankrupt.com/misc/paeb17-14463-198.pdf About Wordsworth Academy Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. Judge Ashely M. Chan presides over the cases. Dilworth Paxson LLP serves as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. The Debtors hired Getzler Henrich & Associates LLC as financial advisor, and Donlin, Recano & Company, Inc., as claims and noticing agent. On July 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. WTE S&S AG: DVO Liable for Damages After Breaching Contract ----------------------------------------------------------- In the adversary proceeding captioned WTE-S&S AG ENTERPRISES, LLC, Plaintiff, v. GHD, INC. n/k/a DVO, INC., Defendant, Adversary No. 16 A 00400 (Bankr. N.D. Ill.), Debtor WTE-S&S AG Enterprises LLC sued GHD, Inc. n/k/a DVO, Inc., for breach of a contract to design and construct a "cow-manure digester." The Debtor claimed that the digester was improperly designed and constructed, depriving the plaintiff of the expected economic benefits of the digester and ultimately driving it into bankruptcy. After an eight-day trial, Judge Donald R. Cassling ruled partially in favor of the Debtor, awarding damages in the sum of $65,961.86. Because the only uncontroverted testimony before the Court is that the Vessel does not comply with NRCS Code 313, the Court finds that the design of the Vessel is defective, which in turn makes the construction of the Vessel defective under the terms of the Digester Contract. Given a plain reading of the Digester Contract and General Conditions, the Court finds that DVO breached the Digester Contract when it rendered drawings for the Vessel by designing the interior central wall footings too narrow to be in compliance with NRCS Code 313. Although Attachment A provides that DVO does not bear responsibility for the concrete pouring of the Vessel, the concrete pouring was predicated upon the design that DVO provided. As a result, the root cause of the defective construction stems from the design by DVO. But that failure to conform to code does not mean that the Vessel itself has settled or cracked, or is otherwise unable to be operated safely and effectively. Upon considering the arguments in each of teh Debtor's complaint, the Court finds that DVO breached the Digester Contract and is liable to Debtor for damages as follows: (1) $4,686.31 for the gas-mixing blower; (2) $12,390 for the temporary boilers; and (3) $48,885.55 for propane heat during startup. Accordingly, the Court finds that Debtor is entitled to damages from DVO in the amount of $65,961.86. The briefing schedule on Debtor's request for attorneys' fees and costs is as follows: Debtor shall file its brief by Sept. 7, 2017; DVO is given leave to file a response by Sept. 21, 2017; and Debtor shall file its reply by Sept. 28, 2017. A status hearing is set for Oct. 17, 2017, at 10:00 a.m. A full-text copy of Judge Cassling's Memorandum Opinion dated August 18, 2017, is available at https://is.gd/2Zhotg from Leagle.com. WTE-S&S AG ENTERPRISES, LLC, Plaintiff, represented by George P. Apostolides – gapolistides@arnstein.com -- Arnstein & Lehr LLP, Kellie Y. Chen, Arnstein Lehr LLP -- kychen@arnstein.com -- William A. Williams – WAWilliams@arnstein.com -- Arnstein & Lehr LLP. GHD, INC a/k/a DVO, INC, Defendant, represented by Jordan Corning -- jordan.corning@huschblackwell.com -- Husch Blackwell LLP, David L. Kane -- dkane@mpslaw.com -- Meltzer Purtill & Stelle, Daniel J. McGarry -- daniel.mcgarry@huschblackwell.com -- Husch Blackwell LLP, Jeffrey A. McIntyre -jeffrey.mcintyre@huschblackwell.com -- Husch Blackwell LLP. About WTE-S&S AG Enterprises WTE-S&S AG Enterprises, LLC, is a limited liability company formed for the purpose of constructing an anaerobic digester on the largest dairy farm in Door County, Wisconsin, so as to generate electricity from harnessing methane extracted from animal waste. WTE-S&S AG Enterprises filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016. The petition was signed by James G. Philip, manager and designated representative. The Debtor estimated assets and liabilities in the range of $1 million to $10 million at the time of the filing. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan, Simon, Welch & Clar. YBRANT MEDIA: US Trustee Eyeing Counsel Fees From Subsidiaries -------------------------------------------------------------- Natalie Olivo, writing for Bankruptcy Law360, reports that the U.S. Trustee's office told the Bankruptcy Court that the counsel for Ybrant Digital should return fees that were purportedly received from unauthorized Ybrant subsidiaries. Law360 relates that an attorney for the U.S. Trustee's Office contended that the Debtor's counsel should disgorge a total of $141,643. Law360 recalls that a Korean technology company that holds a $37 million lien against Ybrant Digital based on an arbitration award reiterated its concerns before the Bankruptcy Court about Ybrant's ability to secure the financing it needs to pay the lien. About Ybrant Media Ybrant Media Acquisition, Inc., was incorporated in 2007 and is a wholly-owned subsidiary of Ybrant Digital Limited, a global digital marketing company organized under the laws of India, whose shares are publicly traded on the Bombay Stock Exchange and the National Stock Exchange of India. The Debtor was created to purchase and manage the assets of Internet and media-related businesses. Ybrant Media filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10597) on March 14, 2016. The petition was signed by Suresh K. Reddy as chief executive officer. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. Rosen & Associates, P.C., serves as the Debtor's counsel. Z ENTERPRISES: Taps Raymond W. Verdi as Legal Counsel ----------------------------------------------------- Z Enterprises of New York seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ the Law Offices of Raymond W. Verdi Jr., Esq., to, among other things, give legal advice regarding its duties under the Bankruptcy Code; negotiate with creditors; and assist in the preparation of a plan of reorganization. The hourly rates charged by the firm are: Members $350 Of Counsel $350 Paralegals $95 Legal Assistants $95 Raymond Verdi, Jr., Esq., disclosed in a court filing that his firm does not hold or represent any entity that holds an adverse interest in the Debtor's case. The firm can be reached through: Raymond W. Verdi Jr., Esq. Law Offices of Raymond W. Verdi Jr., Esq. 116 East Main Street, Suite C Patchogue, NY 11772 Phone: 631-289-2670 Fax: 631-758-2304 About Z Enterprises of New York Z Enterprises of New York sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-73960) on June 28, 2017. The petition, signed by Frank Zeoli, member and owner, was filed pro se. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $1 million. ZUCKER GOLDBERG: UCC Wants Return of $1.93M Paid to Ex-Partner -------------------------------------------------------------- The official committee of unsecured creditors of Zucker Goldberg & Ackerman LLC wants to reclaim on the Firm's behalf more than $1.93 million paid to onetime Pennsylvania partner Scott Allen Dietterick before the business folded two years ago, court documents say. Andrew Strickler, writing for Bankruptcy Law360, reports that the Committee alleges that Mr. Dietterick collected profit-sharing payouts totally $581,000 between August 2014 and July 2015, just before the Firm filed for bankruptcy. About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg & Ackerman, LLC, was primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C., as bankruptcy counsel; Genova Burns as labor counsel; Stone Conroy, LLC, and Connell Foley, LLP, as special counsel; and BMC Group, Inc., as noticing and balloting agent. On Aug. 17, 2015, an official committee of unsecured creditors was appointed by the Office of the U.S. Trustee. The committee retained McCarter & English, LLP as its legal counsel, and Tseitlin & Glas, P.C., as its special counsel. * * * The Debtor in December 2015 filed a "Plan of Orderly Liquidation" which provides for the wind down of the firm's business. The plan was put on hold pending the issuance of a report by the examiner. The Court on Feb. 8, 2016, entered an order approving the appointment of former bankruptcy judge Donald H. Steckroth, Esq., as examiner. The creditors committee sought an examiner to investigate possible claims against current and former members of the bankrupt foreclosure law firm and related "insiders." Cole Schotz, P.C., is the examiner's legal counsel. [*] DLA Piper Names Two Leaders for Chicago Office -------------------------------------------------- Hannah Meisel, writing for Bankruptcy Law360, reports that DLA Piper has appointed U.S. and global co-chair of DLA Piper's restructuring practice Richard Chesley and co-head of DLA Piper's Chicago corporate and securities practice, Brendan Head, to the roles of co-managing partners in Chicago. According to Law360, Messrs. Chesley and Head said they will be focused on growing the Chicago office to become a leader in the firm, and taking advantage of the Firm's global practice. About DLA Piper DLA Piper -- http://www.dlapiper.com/-- has 3,600 lawyers in 25 countries and 64 offices throughout the US, UK, Continental Europe, Middle East and Asia. It has leading practices in corporate, finance, human resources, litigation, real estate, regulatory and legislative, tax, and technology, media and communications. Former Senate Majority Leader George J. Mitchell is chairman of DLA Piper. [*] Lawsuit Against Englett & Assoc. Stays in Bankruptcy Court -------------------------------------------------------------- Nathan Hale, writing for Bankruptcy Law360, reports that U.S. District Judge Kenneth A. Marra refused to remove a malpractice lawsuit against Englett & Associates PLLC and associate Jose E. Lopez from bankruptcy court to U.S. district court. According to Law360, Judge Marra found that the bid was premature since it was not ready for jury trial. Citing Judge Marra, the report states that even if the case is a non-core proceeding to the bankruptcy, the interests of uniformity and efficiency weigh in favor of the bankruptcy court handling the pretrial matters. Law360 quoted Judge Marra as saying, "Here, the bankruptcy court is more familiar with this adversary proceeding and the bankruptcy case to which it relates than the undersigned and is well capable of supervising discovery and other pretrial matters. [T]he court finds that withdrawal of the reference [to the bankruptcy court] is presently premature, and will be appropriate only if and when this adversary proceeding becomes ready for a jury trial." Law360 recalls that Deborah C. Menotte, the Chapter 7 trustee for the estate of Richard and Denise Olander, filed the lawsuit in October, claiming negligence by the Firm and Mr. Lopez, who filed the voluntary petition for Chapter 7 bankruptcy on behalf of the Olanders in October 2015. The report says that the Firm was called Kaufman Englett & Lynd PLLC and conducted business as KEL Attorneys at the time of the filing. The Firm failed to advise the Olanders before they filed for bankruptcy about whether certain property might not be exempt under a Chapter 7 voluntary petition, the report states, citing Ms. Menotte. ********* 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 ***