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/raid1/www/Hosts/bankrupt/TCR_Public/180102.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 2, 2018, Vol. 22, No. 1 Headlines ACER THERAPEUTICS: Underwriters Buy Additional 130,000 Shares ACTIVECARE INC: Signs 3-Year Monitoring Deal With Cleveland Clinic ADVANCE SPECIALTY: Seeks Authorization to Use Cash Collateral ALLY FINANCIAL: Amends Severance Plan for Executive Officers AMG INTERNATIONAL: Needs Time to Evaluate Restructuring Options APPALACHIAN COAL: Hires Supple Law Office as Counsel APPVION INC: Seeks March 30 Plan Exclusivity Extension ARIZONA - FOR BETTER: U.S. Trustee Unable to Appoint Committee BALDWIN PARK: Creditors Seek Appointment of Chapter 11 Trustee BEAR FIGUEROA: Court Denies Okay of Refinancing Secured Loans BEBE STORES: President and COO Walter Parks Leaves BECTON DICKINSON: Moody's Assigns 'Ba1' Corp. Family Rating BILL BARRETT: Closes Sale of Uinta Basin Asset BIOSTAR PHARMACEUTICALS: Melissa Fan Chen Fills Board Vacancy BOSSLER ROOFING: Hires Kelley & Fulton as General Counsel C-N-T REDI MIX: Taps Kenneth M. Stillman as Special Counsel CAMBER ENERGY: Interim CEO Will Get $35K Monthly Salary CAMBER ENERGY: Receives $1M 3rd Funding Tranche from Investor CARTEL MANAGEMENT: Booye Buying Two 2015 Yamaha Model VXs for $7K CARTEL MANAGEMENT: Delays Plan Filing Due to Holiday Season CARTER TABERNACLE: Allowed to Continue Using Cash Collateral CHEQUERED FLAG: Taps Catherine Bouxsein as Accountant CHINA COMMERCIAL: Accuses Sorghum of Contract Breach CIRCULATORY CENTERS: Chapter 11 Trustee Appointment Warranted COMSTOCK RESOURCES: Carl Westcott No Longer a 5% Shareholder COMSTOCK RESOURCES: Will Sell $4 Million Worth of Common Shares CONNEAUT LAKE PARK: Unable to Prove It Incurred Damages, Ct. Rules CTI BIOPHARMA: Had $26.5M Net Financial Standing as of Nov. 30 CUMULUS MEDIA: Securities Transfer Protocol Approved DIGIPATH INC: Incurs $1.06 Million Net Loss in Fiscal 2017 EASTGATE PROFESSIONAL: Bid for Ch. 11 Trustee Appointment Denied ECLIPSE RESOURCES: Closes Utica Shale Drilling Joint Venture ESCALERA RESOURCES: Everest Buying Bakken Assets for $340K ESCALERA RESOURCES: Rock Creek Buying Rabourn Assets for $410K EXCO RESOURCES: Common Shares Delisted from NYSE EXCO RESOURCES: WL Ross & Co. Reports 13.8% Stake FLEG EAGLE: Hires Foley Freeman as Bankruptcy Counsel FOREST CAPITAL: Law Firm Liable for Receiving Postpetition Transfer G.A.F. SEELIG: Case Summary & 20 Largest Unsecured Creditors GST AUTOLEATHER: Needs More Time to Complete Sale, File Plan H MELTON VENTURES: DOJ Watchdog Seeks Appointment of Trustee HAMKEI GENERATION: Unsecureds to be Paid $425 Monthly for 8 Years HARD ROCK EXPLORATION: HNB Has Lien on All Assets, Court Says HOVNANIAN ENTERPRISES: Incurs $332.2M Net Loss in Fiscal 2017 HOVNANIAN ENTERPRISES: Obtains $125M Financing Commitment from GSO HOVNANIAN ENTERPRISES: Offers to Exchange up to $185M Senior Notes HOVNANIAN ENTERPRISES: Seeking OK to Amend $840M Notes Indenture HUMANIGEN INC: Has Deal to Swap $16.3 Million Debt for Equity HYDROSCIENCE TECHNOLOGIES: Seeks Sale of All Assets to Seamap INTERNATIONAL SHOPPES: Hires Fisher Rushmer as Attorney ISLAMIC RESEARCH: Hires Kemet Hunt Law as Counsel KC7 GP: Voluntary Chapter 11 Case Summary LECTRUS CORPORATION: U.S. Trustee Forms Three-Member Committee LIFE SETTLEMENTS: Case Summary & 7 Unsecured Creditors LIKLON GROUP: Hires Moretsky Law Firm as Counsel LOMBARD PUBLIC: Court Amends Memorandum on Dec. 6 Decision LONG ISLAND ICED TEA: Insufficient Cash Raises Going Concern Doubt MAMMOET-STARNETH: U.S. Trustee Unable to Appoint Committee MARIMED INC: Unit Secures $4 Million in Funding from Best Buds MARINA BIOTECH: Revises Terms of $500,000 Convertible Note MOTORS LIQUIDATION: Extends Forbearance 'Outside Date' to Feb. 28 MOUNT CALVARY PENTECOSTAL: $30K Needed to Fund Plan Payments NATIONAL TRUCK: Wants Up To $1.5M Financing From Power Land NAVILLUS TILE: May Obtain Up to $135-Mil. of DIP Financing ONE HORIZON: Five Directors Elected by Stockholders ONE HORIZON: Registers 2.3 Million Shares for Resale OPTIMUMBANK HOLDINGS: Elects Avi Zwelling as Director ORANGE ACRES: Seeks February 27 Plan Filing Period Extension ORANGE REGIONAL: Fitch Keeps BB+ Bond Rating on Watch Negative PIONEER ENERGY: Promotes Bryce Seki to VP and Compliance Officer PLASTIC2OIL INC: Signs Deal for the License of P2O Technology POSTO 9 LAKELAND: CenterState Mediation Delays Plan Filing PREFERRED CARE: Committee Taps CohnReznick as Financial Advisor PREFERRED CARE: Committee Taps Gray Reed & McGraw as Counsel PRESSURE BIOSCIENCES: Richard Schumacher Elected as Director PROVEN PEST: FMCC to be Paid $737 Monthly Under Latest Plan Q&C PROPERTIES: Hires Goldsmith & Guymon as Counsel QUANTEX LABORATORIES: Trustee Taps Bederson as Accountant RD3J LTD: Thadani Buying Edinburg Property for $850K REIGN SAPPHIRE CORP: Limited Revenue Raises Going Concern Doubt RENTECH WP: Seeks Authority to Access Cash Collateral RENTECH WP: Unsecureds to Get 0%-70% Under Liquidation Plan ROBERT FONDA: Andersons Buying Newport Coast Property for $2.6M ROQUE DEVELOPMENT: Hires PFS Accounting as Accountant ROSETTA GENOMICS: Granted Extension to Comply with NASDAQ Rule ROSETTA GENOMICS: Will Hold Its Extraordinary Meeting on Feb. 1 RPM HARBOR: Committee Wants Plan Exclusivity Terminated SE PROFESSIONALS: May Access Cash Collateral Through Jan. 27 SEVEN STARS CLOUD: Recurring Losses Raise Going Concern Doubt SKYPATROL LLC: Seeks Authority on Cash Collateral Use SMF ENERGY: Trustee Taps Smith Hulsey as Appellate Counsel SPEED VEGAS: Hires Bielli & Klauder as Chapter 11 Counsel STEVE'S FROZEN: Shareholders to Infuse Funds to Finance Latest Plan STRATITUDE INC: Has Final Authorization to Use Cash Collateral TERRAFORM GLOBAL: S&P Raises CCR to 'B+', Outlook Positive TEXAS E&P: U.S. Trustee Forms Three-Member Committee TROVERCO INC: New Plan Discloses Supply Agreement with TSF TWO RIVERS WATER: Technical Default Raises Going Concern Doubt VARINDER SINGH: Proposes a $701K Short Sale of Bethlehem Property VERNON PARK CHURCH: Wants to Access HSB Cash Collateral VOYA FINANCIAL: Moody's Affirms (P)Ba2 Preferred Shelf Rating WARWICK YARD: Court OKs Appointment of M.T. O'Toole as Trustee WESTMORELAND COAL: Deregisters Unsold Securities Under WCC Plan WESTMORELAND RESOURCE: Extends Term of GP Services Pact to June 1 WISHOP TILE: Hires Barrick Switzer as Bankruptcy Counsel XPLORADOR INC: Seeks to Hire County Law Center as Attorney YIELD10 BIOSCIENCE: Reduces Authorized Common Shares to 40 Million ********* ACER THERAPEUTICS: Underwriters Buy Additional 130,000 Shares ------------------------------------------------------------- Acer Therapeutics Inc. announced that the underwriters of its public offering of common stock have partially exercised their over-allotment option by the purchase of an additional 130,000 shares at a price to the public of $12.00 per share, resulting in additional gross proceeds of $1.56 million, before deducting underwriting discounts and commissions and other offering expenses payable by Acer. After giving effect to the partial exercise of the over-allotment option, the total number of shares sold by Acer in the offering increased to 1,046,667 shares and the total gross proceeds increased to $12.56 million. Acer intends to use the net proceeds from this offering to fund its research and development efforts, to seek regulatory approval for EDSIVO, to invest in pre-commercial activities for EDSIVO and for general corporate purposes, including working capital and other general and administrative purposes. William Blair & Company, L.L.C. acted as sole book-running manager of the offering. H.C. Wainwright & Co. acted as lead manager of the offering. The shares of common stock were offered by Acer pursuant to its shelf registration statement on Form S-3 previously filed and declared effective by the Securities and Exchange Commission. The offering was made only by means of a prospectus supplement and an accompanying prospectus. Copies of the final prospectus supplement and the accompanying prospectus may be obtained from William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606; Telephone: (800) 621-0687 or by email at prospectus@williamblair.com. About Acer Therapeutics Headquartered in Newton, MA, Acer Therapeutics, Inc. -- http://www.acertx.com/-- is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for patients with serious rare and ultra-rare diseases with critical unmet medical need. Acer's late-stage clinical pipeline includes two candidates for severe genetic disorders for which there are few or no FDA-approved treatments: EDSIVO (celiprolol) for vEDS, and ACER-001 (a fully taste-masked, immediate release formulation of sodium phenylbutyrate) for urea cycle disorders (UCD) and Maple Syrup Urine Disease (MSUD). There are no FDA-approved drugs for vEDS and MSUD and limited options for UCD, which collectively impact more than 4,000 patients in the United States. Acer's product candidates have clinical proof-of-concept and mechanistic differentiation, and Acer intends to seek approval for them in the U.S. by using the regulatory pathway established under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, or FFDCA, that allows an applicant to rely for approval at least in part on third-party data, which is expected to expedite the preparation, submission, and potential approval of a marketing application. On Sept. 19, 2017, Acer Therapeutics Inc. completed the merger with Opexa Therapeutics, Inc., under which the stockholders of Acer (including investors in a financing that closed concurrently with the merger) become holders of 88.8% of combined company's outstanding common stock, with Opexa shareholders retaining 11.2%. Opexa incurred a net loss of $7.98 million for the year ended Dec. 31, 2016, compared to a net loss of $12.01 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $17.01 million in total assets, $2.25 million in total liabilities and $14.76 million in total stockholders' equity. Malonebailey, LLP -- http://www.malonebailey.com/-- in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses, negative operating cash flows and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Acer Therapeutics said in its quarterly report for the period ended Sept. 30, 2017, that the Company has experienced recurring losses since inception. "The Company plans to raise capital through equity and/or debt financings. There is no assurance, however, that the Company will be able to raise sufficient capital to fund its operations on terms that are acceptable, or that its operations will ever be profitable. "There is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the accompanying financial statements are available to be issued and these financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary as a result of the above uncertainty. Based on available resources, the Company believes that its cash and cash equivalents currently on hand are sufficient to fund its anticipated operating and capital requirements through the first half of 2018." ACTIVECARE INC: Signs 3-Year Monitoring Deal With Cleveland Clinic ------------------------------------------------------------------ ActiveCare, Inc., has entered into a Services Agreement with the Cleveland Clinic Foundation d.b.a. Cleveland Clinic, an Ohio nonprofit corporation. Pursuant to the Agreement, the Company will be providing services to Cleveland Clinic as agreed to by the parties in any mutually agreed form pursuant to a "Statement of Work". Pursuant to the Statement of Work included as Exhibit A to the Agreement, the Company will provide monitoring services to Cleveland Clinic's expected beneficiary diabetic population within the Cleveland Clinic Medicare ACO. The initial term of the agreement is for three years and will automatically renew after the term for a successive 12 month period from year to year unless sooner terminated by either party in accordance with the terms of the Agreement. As consideration for the Company's Services, the Company is to receive a fixed monthly fee per Covered Diabetic Patient (as defined in the Agreement). In addition, at such time the Cleveland Clinic Accountable Care Organization will receive a shared savings payment from the Centers for Medicare and Medicaid Services, CCACO shall share such savings with the Company based on a formula defined in the Agreement. Cleveland Clinic may, by written notice to the Company, terminate the Agreement, any purchase order or any portion of a purchase order if the Company (i) is in material breach of any of the terms and conditions of the Agreement or any Purchase Order, which breach in not cured within 30 days after notification of such breach, (ii) terminates or suspends its business, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding under Federal or State law. Cleveland Clinic further may terminate the Agreement, any Purchase Order or any portion of any Purchase Order for convenience upon 90 days' prior written notice to Company. In connection with any Termination for Convenience, Cleveland Clinic will reimburse Company for the actual cost reasonably incurred for work in process up to the time of cancellation, as well as any non-cancellable contract of Company, or non-cancellable purchase order to a third party, entered into for the benefit of Cleveland Clinic. The Agreement is nonexclusive, and Cleveland Clinic may contract with others to perform similar services. Accordingly, the Company may also perform similar services for others. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., develops and markets products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill. ActiveCare is organized into three businesses. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. ActiveCare incurred a net loss attributable to common stockholders of $16.33 million for the year ended Sept. 30, 2016, following a net loss attributable to common stockholders of $12.82 million for the year ended Sept. 30, 2015. The Company's balance sheet at March 31, 2017, showed $2.81 million in total assets, $31.55 million in total liabilities, and a total stockholders' deficit of $28.74 million. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" opinion on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADVANCE SPECIALTY: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Advance Specialty Care, LLC, seeks authorization from the U.S. Bankruptcy Court for the Central District of California to use the cash collateral generated by its business until issuance of a further order from the Court or confirmation of a plan of reorganization. The Debtor is engaged in the business of providing home health care services. In order for the Debtor to continue operating its business, the Debtor requires immediate use of the cash collateral in which the Department of the Treasury – Internal Revenue Service and the State of California Employment Development Department ("EDD") has or may claim one or more tax liens. As set forth in the Projected Cash Flow Statement for the First 90-day Period, the Debtor's average expenses are projected in the aggregate sum of $497,085.40 per month. The expenses include such ordinary and necessary operating expenses as rent, accounting fees, salaries and wages, insurance, marketing, supplies, taxes and other ordinary and necessary operating expenses. According to its Proof of Claim, the IRS has a secured tax claim in the amount of $1,777,334. The Debtor submits that the interests of the IRS and EDD are adequate protected because, as set for in the Budget, the use of the post-petition gross income generated by the Debtor's is projected to result in a net profit to the Debtor every month. To the extent the Court determines that the interests of the IRS and/or the EDD are not adequately protected, the Debtor can provide a replacement lien on after acquired assets, such as accounts receivable, to the extent the use of cash collateral results in the decrease of value of the tax collectors' interest in the property and/or periodic cash payments in an amount to be determined by the Court. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/cacb17-24737-24.pdf About Advance Specialty Care Based in Los Angeles, California, Advance Specialty Care, LLC, is a home-health care provider offering nursing, physical therapy, occupational therapy, speech pathology, medical social, and home health aide services. The company previously sought bankruptcy protection on March 19, 2016, (Bankr. C.D. Calif. Case No. 16-13521) and Oct. 24, 2017 (Bankr. C.D. Calif. Case No. 17-23070). Advance Specialty Care, LLC, a/k/a ASC, LLC filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-24737) on Nov. 30, 2017. The petition was signed by Moises L. Simbulan, chief financial officer. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Robert N. Kwan. The Debtor is represented by Raymond H. Aver, Esq. of the Law Offices of Raymond H. Aver, a Professional Corporation. ALLY FINANCIAL: Amends Severance Plan for Executive Officers ------------------------------------------------------------ Ally Financial Inc.'s named executive officers are eligible to participate in the broad-based Ally Financial Inc. Severance Plan. Effective Dec. 28, 2017, the Plan was amended to provide that, in the event of a Qualified Termination of Employment (as defined in the Plan) or a Termination of Service without Cause (as defined in the Ally Financial Inc. Incentive Compensation Plan), in each case, within the 24-month period immediately following a Change in Control (as defined in the Ally Financial Inc. Incentive Compensation Plan), each NEO will receive (i) two times the sum of the NEO's annual base salary and designated annual cash incentive compensation opportunity, (ii) the NEO's prorated designated annual cash incentive compensation opportunity for the year of the NEO's termination, and (iii) a payment equal to 24 months of medical premiums valued at the NEO's COBRA rate. The Plan also was amended to provide that, in the event of a Qualified Termination of Employment that is not addressed in the preceding sentence, (A) the CEO will receive two times annual base salary and (B) each other NEO will receive one times annual base salary. About Ally Financial Ally Financial Inc. (NYSE: ALLY), formerly GMAC Inc., is a digital financial services company and a top 25 U.S. financial holding company offering financial products for consumers, businesses, automotive dealers and corporate clients. Ally's legacy dates back to 1919, and the company was redesigned in 2009 with a distinctive brand, innovative approach and relentless focus on its customers. Ally has an award-winning online bank (Ally Bank Member FDIC and Equal Housing Lender), which offers deposit, mortgage and credit card products, one of the largest full service auto finance operations in the country, a complementary auto-focused insurance business, a growing digital wealth management and online brokerage platform, and a trusted corporate finance business offering capital for equity sponsors and middle-market companies. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake while allowing private equity firm Cerberus Capital Management LP to keep 14.9 percent, and General Motors Co. owning 6.7 percent. Ally reported net income of $1.1 billion for the year ended Dec. 31, 2016, compared to net income of $1.28 billion for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed $164.01 billion in total assets, $150.44 billion in total liabilities and $13.57 billion in total equity. * * * As reported by the TCR on Oct. 19, 2017, S&P Global Ratings said it affirmed its 'BB+' long-term issuer credit rating on Ally Financial Inc. S&P said, "The rating affirmation reflects our view that Ally has maintained its underwriting discipline and market position amid weakening credit conditions in vehicle finance while maintain strong capital adequacy." In October 2016, Fitch Ratings has affirmed Ally Financial's Long-Term Issuer Default Rating at 'BB+', Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'. The Rating Outlook is Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer lending-focused internet banks, which comprises four publicly rated firms. AMG INTERNATIONAL: Needs Time to Evaluate Restructuring Options --------------------------------------------------------------- AMG International, Inc. requests the U.S. Bankruptcy Court for the District of New Jersey to extend the exclusive periods within which to file a plan of reorganization and to solicit affirmative votes for the plan for a period of 60 days, or through and including March 31, 2018 and May 30, 2018, respectively. Without the requested extension, the Debtor's Exclusive Filing Period and Exclusive Solicitation Period are currently scheduled to expire on January 30, 2018 and March 31, 2018, respectively. Although its case is not large, the Debtor submits that as of the petition date, it had warehouses leased in five different states. Additionally, the Debtor purchases product from overseas and distributes domestically and internationally. The Debtor relates that since the petition date, it has closed two warehouses to reduce costs and, consequently, continues to monitor and evaluate operations. In evaluating the operations and the impacts of the Chapter 11 filing, the Debtor is contemplating reorganization. Furthermore, the Debtor commenced an adversary proceeding against a supplier in possession of molds used to manufacture product. The Court recently granted the Debtor's request for injunctive relief pertaining to turnover of property of the estate. A hearing to determine the validity of an alleged lien against molds is currently scheduled for January 30. The Debtor claims that it has endeavored to cooperate with representatives of France Sport, S.A. and the Official Committee of Unsecured Creditors. France Sport, S.A. holds a first-priority lien against substantially all of the Debtor's assets, to secure a claim in the amount of at least $2,860,000. The Debtor submits that it has provided variance reports, is current on filing monthly operating reports, and has provided other information relating to operations and financial dealings. The Debtor has cooperated in an effort to avoid costly discovery. Additionally, the Debtor's counsel has participated on several calls with counsel for the Committee to answer questions pertaining to the Debtor, its operations and potential restructuring alternatives. The Debtor also relates that it has recently met with the Committee together with their representatives, and the parties continue with discussions regarding restructuring options. About AMG International AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman Products Worldwide -- http://www.freeman-cma.com/-- is a designer, manufacturer, marketer and distributor of award and recognition products including trophy components, plastic and metal figures, resin awards, plastic and metal engraving stock, ribbons and medals, plaques, clocks, pen sets and executive gift items. The Company distributes one of the largest product lines in the awards and recognition industry throughout both the United States and Canada, as well as internationally. AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25816) on Aug. 3, 2017. Jean-Francois Lefebvre, its president, signed the petition. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Hon. John K. Sherwood is the case judge. Gibbons, PC and SEESE, P.A., serve as counsel to the Debtor. The Official Committee of Unsecured Creditors formed in the case retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, as its counsel. APPALACHIAN COAL: Hires Supple Law Office as Counsel ---------------------------------------------------- Appalachian Coal Enterprises, LLC seeks authority from the U.S. Bankruptcy Court for the Western District of West Virginia to employ Joe M. Supple and Supple Law Office, PLLC as counsel. The professional services to be rendered by Supple Law Office are: a. provide legal advice to the Debtor in the mattes arising in the administration of these Chapter 11 proceedings; b. assist the Debtor in formulating a Plan of Reorganization including the liquidation of assets to fund the plan and to represent the Debtor in efforts to negotiate terms for reorganization in the best interest of all creditors and parties-in-interest; and c. attend to other matters as properly require the services of counsel in connection with this case and in the best interest of the noted parties-in-interest. The counsel will be paid on an hourly basis at the rate of $300.00 per hour for attorney services, with paralegal support being billed at the rate of $100.00 per hour. Joe M. Supple attests that he does not hold or represent any interest adverse to the estate and is a disinterested person within the meaning on 11 U.S.C. Sec. 101(14). The counsel can be reached through: Joe M. Supple, Esq. SUPPLE LAW OFFICE, PLLC 801 Viand Street Point Pleasant, WV 25550 Phone: (304) 675-6249 Fax: (304) 675-4372 About Appalachian Coal Enterprises Appalachian Coal Enterprises, LLC, is the parent company of a diverse group of coal mining related affiliates. Its expertise lies in the turnkey design, construction and commissioning of coal processing and bulk material handling systems. Headquartered in Huntington, West Virginia, Appalachian Coal Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.Va. Case No. 17-30461) on Oct. 12, 2017, estimating its assets and liabilities at between $100,000 and $500,000 each. Joe M. Supple, Esq., serves as the Debtor's bankruptcy counsel. APPVION INC: Seeks March 30 Plan Exclusivity Extension ------------------------------------------------------ Appvion, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware for a 60-day extension of the exclusivity periods for filing a chapter 11 plan and obtaining acceptances of the plan, through March 30, 2018 and May 29, 2018, respectively. The Debtors relate they are poised to formulate a plan of reorganization and, indeed, have already begun consulting with their key constituents to bring these chapter 11 cases to a swift and efficient conclusion. The Debtors have been working with their key constituencies since well before the chapter 11 filing toward a solution that will address the company's leverage and liquidity, while best positioning the company for the future. Despite the best efforts of the Debtors and their advisors, the Debtors and their key constituents were unable to complete negotiations towards a consensual plan before the Petition Date due to the complexity of their business, and as such, additional time is needed before a reorganization strategy can be completed and implemented. The Debtors relate that since the commencement of these cases, they have worked diligently to stabilize their business operations. Simultaneously, the Debtors and their professionals have also worked with the DIP Lenders and Second Lien Lenders, as well as the Committee, toward a restructuring of the Debtors' business operations. The Debtors contend, however, that this process is still continuing, as are their efforts to review all of their contractual relationships and business operations so that they can emerge from these cases as a healthy, viable company as soon as practical. During this process, the Debtors claim that they continue to meet their statutory obligations under the Bankruptcy Code, the Bankruptcy Rules and applicable local rules and guidelines. Despite the progress that has been made, the Debtors acknowledge that the practical realities of these cases dictate an extension of the statutorily prescribed deadlines to file and solicit acceptances of a chapter 11 plan. While the Debtors and their key stakeholders were hopeful that the chapter 11 process would be brief, the Debtors tell the Court that a number of issues have arisen that have delayed, but in no way jeopardized, the ability of the Debtors to reorganize their operations. The Debtors relate that in the weeks following the commencement of these cases, the Debtors were forced to deal with a myriad of demands placed upon them by their trade suppliers, both in the United States and around the world. In addition, the chapter 11 process negatively impacted certain aspects of the Debtors' business operations, which, together with continued negative market conditions, required them to re-forecast their projected results of operations for not only the last few months of 2017, but for 2018 as well. This process delayed diligence and negotiations with the Debtors' key stakeholders, which re-commenced in earnest following the release of revised financial information and forward looking statements in late November. The Debtors contend that with the initial instability created by the chapter 11 filing behind them, and the reorganization well underway, the Debtors now need time to complete the process that was begun prior to the commencement of these chapter 11 cases. The Debtors also note that the deadline for submitting general unsecured claims (February 14, 2018) will not have passed before the statutorily prescribed deadline to file a plan of reorganization. Currently, the Debtors are not in a position to accurately evaluate the universe of claims against them, prepare a reorganization plan, determine an appropriate post-reorganization capital structure or prepare a disclosure statement containing adequate information. Absent the requested extension, the Exclusive Filing Period and the Exclusive Solicitation Period are currently set to expire on January 29, 2018 and March 30, 2018, respectively. The Debtors assert that the requested extension will also provide them time to evaluate all claims and ensure that the Debtors have the critical information necessary to formulate an achievable restructuring. Any responses to the motion are required to be filed and served on or before January 10. A hearing on the motion will be held January 23, 2018 at 11:00 a.m. About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc. and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On December 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He employs Bayard, P.A. as legal counsel. ARIZONA - FOR BETTER: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The Office of the U.S. Trustee on Dec. 26 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Arizona - For Better Business Association, LLC. About Arizona - For Better Business Association LLC Founded in 2010, Arizona - For Better Business Association LLC is a privately-held company in the professional, labor, political, and similar organizations industry. Its principal place of business is 3990 S. Alma School Road, #3, Chandler, Arizona. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-14075) on Nov. 28, 2017. Robert E. Coulson, managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Eddward P. Ballinger Jr. presides over the case. BALDWIN PARK: Creditors Seek Appointment of Chapter 11 Trustee -------------------------------------------------------------- West Edge Halo, Inc., Brentwood Financial Company, LLC, Golden Living Health Management, Inc., Madison Reality Equities, LLC, and Steve Martinson (the "Moving Creditors") -- creditors of Baldwin Park Congregate Home, Inc. -- in conjunction with the U.S. Trustee's Motion to Convert, Dismiss or Appoint a Chapter 11 Trustee, ask the U.S. Bankruptcy Court for the Central District of California to direct the appointment of a Chapter 11 Trustee for the Debtor. At the Court's most recent hearing on the Trustee's Motion, held on November 16, 2017, the Court ordered that there be no further briefing on the Trustee's Motion, other the permitting a supplemental brief by the Office of the U.S. Trustee, and a timely reply by the Debtor. The Office of the U.S. Trustee filed its Fourth Supplement on November 24. On December 1, the Debtor filed its Response to the Fourth Supplement. The Moving Creditors have filed four separate declarations: (1) Declaration Of Gary Langendoen In Support Of Motion To Appoint Chapter 11 Trustee And Commitment To Provide Post-Petition Financing, attaching a proposed financing agreement to provide $150,000 of financing to a chapter 11 trustee, with final terms to be negotiated by a Chapter 11 trustee; (2) Declaration Of Steve Martinson: In Support Of Motion To Appoint Chapter 11 Trustee And Commitment To Enter Into A Management Operation Transfer Agreement, attaching a proposed Management Operation Transfer Agreement, with final terms to be negotiated by Chapter 11 trustee; (3) Declaration of Dan Salceda; and the Declaration of Georgina Rodriguez. These Declarations will establish that: (1) appointment of a Chapter 11 Trustee is in the best interests of the Debtor's estate and its creditors and is superior to dismissal of the chapter 11 case; (2) appointment of Chapter 11 Trustee is consistent with the relief sought by the Office of the U.S. Trustee; (3) appointment of a Chapter 11 Trustee is the outcome sought by the holders of all secured debt in the case other than the Internal Revenue Service, preserves the status of the Internal Revenue Service under the proposed financing, and is supported by the majority of the active creditors in this case; and (4) appointment of a Chapter 11 trustee is viable, having demonstrated the availability of financing (priming only those secured creditors which consent, while preserving the secured status of the Internal Revenue Service), and the presence of a viable operator of the Debtor's facility under a proposed "Management Operation Transfer Agreement." Counsel to the Moving Creditors: David W. Meadows, Esq. LAW OFFICES OF DAVID W. MEADOWS 1801 Century Park East, Suite 1235 Los Angeles, California 90067 Tel : (310) 557-8490 Fax : (310) 557-8493 Email: david@davidwmeadowslaw.com About Baldwin Park Congregate Home Inc. Baldwin Park Congregate Home, Inc., owns and operates a skilled nursing facility in Baldwin Park, California. Baldwin Park Congregate Home filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-13634) on March 24, 2017, estimating assets in the range of $0 to $50,000 and liabilities of up to $10 million. Eileen Cambe, the CEO, signed the petition. The Hon. Julia W. Brand presides over the case. Giovanni Orantes, Esq., of Orantes Law Firm, represents the Debtor as bankruptcy counsel. The Debtor hired ERC & Associates, Inc. as its accountant. Joseph Rodrigues was appointed as patient care ombudsman. BEAR FIGUEROA: Court Denies Okay of Refinancing Secured Loans ------------------------------------------------------------- The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California has denied authorization to Bear Figueroa LLC's proposed refinancing secured loans on the Debtor's property. The Evergreen Advantage, LLC, a California limited liability company, opposed the Debtor's request for authorization. As reported by the Troubled Company Reporter on Oct. 6, 2017, the Debtor sought court permission to enter into negotiations to refinance the loans secured by existing liens on its property located at 10520 South Figueroa Boulevard, Los Angeles, California 90003. The Debtor sought approval of a refinancing loan secured by the Property. The total loan amount is $2,425,000. A copy of the court order is available at: http://bankrupt.com/misc/cacb17-14249-153.pdf About Bear Figueroa Headquartered in Culver City, California, Bear Figueroa LLC owns a property located at 10520 South Figueroa Boulevard, Los Angeles, California 90003, valued at $2.9 million. For 2016, it recorded gross revenue of $265,000 compared to gross revenue of $250,000 during the prior year. Bear Figueroa filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14249) on April 6, 2017, listing $2.9 million in total assets and $1.93 million in total liabilities. Denise Johnson, its managing member, signed the petition. Judge Vincent P. Zurzolo presides over the case. Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves as the Debtor's bankruptcy counsel. No creditors' committee has been appointed by the U.S. Trustee. BEBE STORES: President and COO Walter Parks Leaves -------------------------------------------------- Walter Parks, bebe stores, inc.'s president, chief operating officer and chief financial officer, is no longer employed with the Company, according to a Form 8-K filed with the Securities and Exchange Commission. Mr. Parks and the Company, Mr. Parks will be receiving a retention bonus of $500,000. Effective Dec. 29, 2017, Joe Scirocco, 61, serves as the Company's principal financial officer and principal accounting officer. Mr. Scirocco is an independent consultant and currently serves on the board of directors of both The Collected Group and Reyn Spooner Holdings. From 2012 to 2015, Mr. Scirocco served as the chief operating officer and chief financial officer of TOMS Shoes, Inc. Mr. Scirocco served as executive vice president and chief financial officer of Quiksilver, Inc. from 2007 to 2012 and additionally as chief operating officer of Quiksilver in 2010 and 2011. He served in various executive roles with Tommy Hilfiger Corporation from 1997 to 2006, including as chief financial officer from 2002 to 2006. Prior to joining Tommy Hilfiger Corporation, he served as an audit and engagement partner in the retail and consumer products group of Price Waterhouse LLP from 1990 to 1997. Mr. Scirocco is a graduate of Yale University. In connection with his appointment, the Company has agreed to pay Mr. Scirocco $12,500 per month plus reasonable expenses. Effective Jan. 1, 2018, the Company will no longer provide Manny Mashouf, its chief executive officer, with his base salary or housing allowance. About bebe stores inc. Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) -- http://www.bebe.com/-- is a women's retail clothier established in 1976. The brand develops and produces a line of women's apparel and accessories, which it markets under the Bebe, BebeSport, and Bebe Outlet names. Manny Mashouf founded bebe stores, inc. and has served as chairman of the Board since the Company's incorporation in 1976. Mr. Mashouf became the chief executive officer starting February 2016. He previously served as the Company's CEO from 1976 to February 2004 and again from January 2009 to January 2013. Mr. Mashouf is the uncle of Hamid Mashouf, the Company's chief information officer. The Company operated brick-and-mortar stores in the United States, Puerto Rico and Canada. The Company had 142 retail stores before ending all retail operations in the U.S. by May 27, 2017. As of July 1, 2017, the Company had no remaining stores and had fully impaired, all of its remaining long-lived assets at its corporate offices and distribution center because of the shut-down of its operations. bebe stores reported a net loss of $138.96 million on $0 of net sales for the fiscal year ended July 1, 2017, compared to a net loss of $27.48 million on $0 of net sales for the fiscal year ended July 2, 2016. As of Sept. 30, 2017, bebe stores had $30.87 million in total assets, $39.21 million in total liabilities and a total shareholders' deficit of $8.34 million. The report from the Company's independent registered public accounting firm Deloitte & Touche LLP, in San Francisco, California, for the year ended Dec. 31, 2016, included an explanatory paragraph stating that the Company has incurred recurring losses from operations and negative cash flows from operations and expects significant uncertainty in generating sufficient cash to meet its obligations and sustain its operations, which raises substantial doubt about its ability to continue as a going concern. BECTON DICKINSON: Moody's Assigns 'Ba1' Corp. Family Rating ----------------------------------------------------------- Moody's Investors Service downgraded Becton, Dickinson and Company (BD) to speculative grade and assigned a Ba1 Corporate Family Rating and a Ba1-PD Probability of Default Rating. Moody's downgraded the company's senior unsecured notes to Ba1 (LGD 4) from Baa2 (review for downgrade) and its commercial paper rating to Not Prime from Prime-2. Moody's also assigned a Speculative Grade Liquidity Rating of SGL-1. Additionally, Moody's affirmed the Ba1 (LGD 4) ratings on debt securities and a bank revolving credit facility that were issued earlier in 2017 to pre-fund the Bard acquisition. The rating outlook is stable. The rating actions conclude the review for downgrade that commenced on April 23, 2017. "The rating downgrade results from the expected completion of BD's acquisition of C.R. Bard, Inc. ("Bard") following receipt of all requisite approvals in a transaction that initially valued Bard at approximately $25.2 billion," stated Scott Tuhy, a Senior Vice President at Moody's. The transaction resulted in BD's debt load nearly doubling (including assumed debt issued by Bard) and pro-forma leverage (debt/EBITDA) near five times. BD has articulated that it expects to reduce debt/EBITDA (as defined by the company) below three times within three years of closing. "However Moody's believe that BD will have limited flexibility to deviate from its deleveraging plans, and returning to investment-grade levels will take longer than what Moody's feel is acceptable for the prior rating," added Mr. Tuhy. The following ratings were downgraded: Issuer: Becton, Dickinson and Company Senior Unsecured Commercial Paper to Not Prime from Prime-2 Senior Unsecured Regular Bond/Debenture to Ba1 (LGD 4) from Baa2 Ratings Assigned: Issuer: Becton, Dickinson and Company Corporate Family Rating at Ba1 Probability of Default Rating at Ba1-PD Speculative Grade Liquidity Rating at SGL-1 Ratings Affirmed: Issuer: Becton, Dickinson and Company Senior Unsecured Bank Credit Facility at Ba1 (LGD 4) Senior Unsecured Regular Bond/Debenture at Ba1 (LGD 4) Ratings Withdrawn: Issuer: Becton, Dickinson and Company Issuer Rating at Baa2 The outlook on all ratings is stable RATINGS RATIONALE BD's Ba1 Corporate Family Rating reflects its high financial leverage with debt/EBITDA near five times at the closing of the Bard acquisition. The ratings reflect the company's meaningful scale in the medical device industry with pro-forma revenues exceeding $16 billion and global reach with approximately 45% of sales generated outside the United States. The combined firm is well diversified with market leading positions across multiple product categories. The acquired Bard business is highly complementary to BD's existing product lines and Moody's believes the company's cost saving targets ($300 million of cost savings by fiscal 2020) are achievable. The rating also reflects the company's aggressive acquisition strategy, evidenced by announcing the $25.2 billion acquisition of Bard approximately two years after closing the $12.5 billion acquisition of CareFusion. The rating outlook is stable. Moody's expects that BD will successfully integrate Bard and will substantially achieve cost synergy targets. Moody's also expects the company to use free cash flow to reduce debt, as BD progresses toward its articulated leverage target of debt/EBITDA below three times. Ratings could be upgraded if the company successfully integrates Bard while meaningfully reducing leverage and Moody's expects BD's financial policies to be consistent with an investment grade profile. Quantitatively, ratings could be upgraded if Moody's expects debt/EBITDA to be sustained below 3.5 times. Ratings could be downgraded if the company encounters problems integrating Bard or if the company pursues meaningful debt-financed acquisitions while leverage remains at elevated levels. Quantitatively, ratings could be downgraded if Moody's expects debt/EBITDA to be sustained above four times beyond two years of closing the Bard acquisition. Becton Dickinson, headquartered in Franklin Lakes, New Jersey, is a medical technology company that manufactures a broad array of medical products, laboratory equipment and diagnostic products. In December 2017 BD acquired C.R. Bard, Inc. a manufacturer of medical, surgical and diagnostic devices used for vascular, urology, oncology, and surgical specialties. Pro-forma revenues exceed $16 billion. The principal methodology used in these ratings was that for the Medical Product and Device Industry published in June 2017. BILL BARRETT: Closes Sale of Uinta Basin Asset ---------------------------------------------- Bill Barrett Corporation said it has closed the sale of non-core assets located in the Uinta Basin. The proceeds from this transaction will be used for general corporate purposes. Tudor, Pickering, Holt & Co. served as advisor on this transaction. About Bill Barrett Bill Barrett Corporation (NYSE: BBG), headquartered in Denver, Colorado -- http://www.billbarrettcorp.com/-- is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of its assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $170.4 million on $178.8 million of total operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $487.8 million on $207.9 million of total operating revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $1.33 billion in total assets, $815.49 million in total liabilities and $515.01 million in total stockholders' equity. * * * In April 2017, Moody's Investors Service upgraded Bill Barrett's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and its existing senior unsecured notes' ratings to 'Caa2' from 'Caa3'. "The upgrade of Bill Barrett's ratings is driven by the reduction of default risk supported by the company's large cash balance and improved debt maturity profile," said Prateek Reddy, Moody's lead analyst. "The company's credit metrics are likely to soften in 2017 because of the roll off of higher priced hedges, but the metrics should strengthen along with production growth in 2018." BIOSTAR PHARMACEUTICALS: Melissa Fan Chen Fills Board Vacancy ------------------------------------------------------------- The Board of Directors of Biostar Pharmaceuticals, Inc., has appointed Melissa Fan Chen to fill the vacancy following Leung King Fai's departure as an independent member of the Board and the Chair of the Board's Audit Committee. The Board determined that Ms. Chen as an "independent" director as that term is defined under the Nasdaq Marketplace Rules and the federal securities laws. In addition, the Board appointed Ms. Chen to serve as the Chair of the Audit Committee. Following the foregoing appointment, the Board again consists of five members: Ronghua Wang (Chairman), Melissa Fan Chen, Haipeng Wu, Zhanxiang Ma and Qinghua Liu, all but one of whom (Ronghua Wang) are "independent" Board members. Presently, Ms. Chen is employed at West Park Capital, a FINRA registered broker-dealer and investment banking firm; Ms. Chen has been employed there since September 2016. From May 2010 to December 2016, Ms. Chen held the title of Board secretary and executive officer of China Ginseng Holdings, Inc. From May 2012 to September 2015, Ms. Chen worked as director of Asian/US Equity markets at Halcyon Cabot Partners, LLC. From September 2015 to February 2016, she worked as a private placement specialist at Olympus Securities LLC. From February 2016 to September 2016, she was employed as an equity market/due diligence analyst at Legend Securities, Inc. Ms. Chen holds Series 7 and 63 licenses. She also holds undergraduate (BA) and graduate (MA) degrees in Accounting from Queens College of the City University of New York. According to the Company, "There is no arrangement or understanding between Ms. Chen and any other persons pursuant to which she was appointed as discussed above. Nor are there any family relationships between Ms. Chen and any executive officers and directors. Further, there are no transactions involving the Company which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended." About Biostar Pharmaceuticals Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through its wholly owned subsidiary and controlled affiliate in China -- http://www.biostarpharmaceuticals.com/-- develops, manufactures, and markets pharmaceutical and health supplement products for a variety of diseases and conditions. Biostar incurred a net loss of $5.69 million in 2016 and a net loss of $25.11 million in 2015. As of Sept. 30, 2017, the Company had $41.42 million in total assets, $5.27 million in total liabilities, all current, and $36.14 million in total stockholders' equity. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company had experienced a substantial decrease in sales volume which resulting a net loss for the year ended Dec. 31, 2016. Also, part of the Company's buildings and land use rights are subject to litigation between an independent third party and the Company's chief executive officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BOSSLER ROOFING: Hires Kelley & Fulton as General Counsel --------------------------------------------------------- Bossler Roofing, Inc. seeks approval from the United States Bankruptcy Court for the Southern District of Florida (West Palm Beach) to hire Craig I. Kelley and the law firm of Kelley & Fulton, P.L. as the Debtor's general counsel. The professional services Kelley & Fulton will render are: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the Case and U.S. Trustee Guidelines related to the daily operation of its business and administration of the estate; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. performs all other legal services for the Debtor, which may be necessary. Craig I. Kelley and Kelley & Fulton P.L. have agreed to perform said services at the reduced hourly rate of $425 per hour for Partners attorneys fees and Associate attorneys. The Debtor agreed to pay a retainer in the amount of $17,500, which includes the filing fee of $1,717. In addition to the retainer, the Debtor has agreed to pay the sum of $2,000 per month during the pendency of the case as a post-petition retainer. The counsel can be reached through: Craig I. Kelley, Esq. KELLEY & FULTON, P.L. 1665 Palm Beach Lakes Blvd., Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 About Bossler Roofing Bossler Roofing, Inc. is a Lake Worth, Florida-based roofing company owned by Christopher Bossler. The company offers installation services of all roofing systems, concrete roof tile restoration, attic radiant and reflective roof coating energy saving applications, concrete tile and asphalt shingle "Cool Roof" energy star installations, Henry Roof Certified waterproofing (flat roof installation) services, Poly-Foam Certified (Metro-Dade County approved concrete and clay roof tile adhesive application) installations, and all commercial and residential roof repairs, from minor to major leak penetrations. Bossler Roofing, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-24798) on December 12, 2017. The petition was signed by Christopher Bossler, its president. Craig I. Kelley, Esq. at Kelley & Fulton, P.L. represents the Debtor as general counsel. This case is assigned to Judge Paul G. Hyman, Jr. At the time of filing, the Debtor estimated $567,055 in assets and $1.06 million in liabilities. C-N-T REDI MIX: Taps Kenneth M. Stillman as Special Counsel ----------------------------------------------------------- C-N-T Redi Mix, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Law Offices of Kenneth Stillman as special counsel. The firm will advise the Debtor in litigation matters involving cases wherein the Debtor seeks to collect monies owed to the Debtor. Kenneth Stillman will charge $350 per hour for his services and paralegals and legal assistants will charge $100-$150 per hour. Kenneth Stillman, sole owner of the Law Offices of Kenneth Stillman, attests that his firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Kenneth M. Stillman, Esq. Law Office of Kenneth M. Stillman 11300 N Central Expy Ste 408 Dallas, TX 75243-6712 Tel: 214-522-0633 About C-N-T Redi Mix LLC Based in Dallas, Texas, C-N-T Redi Mix, LLC is a company that sells concrete and concrete supplies. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34580) on December 5, 2017. Apryl Daniel, its sole member, signed the petition. At the time of the filing, the Debtor disclosed that it had less than $500,000 in estimated assets and liabilities of $1 million to $10 million. Judge Harlin DeWayne Hale presides over the case. The Debtor first filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-30274) on Jan. 20, 2016. CAMBER ENERGY: Interim CEO Will Get $35K Monthly Salary ------------------------------------------------------- The Board of Directors of Camber Energy, Inc., approved compensation of $10,000 per month to Richard N. Azar II, the interim chief executive officer, for services which he rendered over the last seven months of calendar 2017, and compensation of $35,000 per month beginning in January 2018, for future services as CEO, which services can be cancelled at any time by the Company or the CEO, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the San Andres formation in the Permian Basin. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Sept. 30, 2017, Camber Energy had $34.49 million in total assets, $53.96 million in total liabilities and a total stockholders' deficit of $19.47 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CAMBER ENERGY: Receives $1M 3rd Funding Tranche from Investor ------------------------------------------------------------- Camber Energy, Inc., said it has received its third tranche of funding under the previously disclosed Stock Purchase Agreement it executed on Oct. 5, 2017 with an institutional investor. Under the terms of the agreement, the Investor agreed to purchase 105 shares of Series C Preferred Stock for $1,000,000 at this third closing. The Company will receive a total of an aggregate of $12 million in additional consideration in connection with the sale of additional shares of Series C Preferred Stock in the event the remaining four closings contemplated under the Stock Purchase Agreement are completed, which closings are subject to certain closing conditions described in greater detail in the Stock Purchase Agreement. The Company plans to use the proceeds from the sale of the Series C Preferred Stock for working capital, acquisitions, workovers of new properties, workovers on existing wells, drilling and completion of additional wells, repayment of vendor balances and payments to its senior lender, in anticipation of regaining compliance. "This third tranche represents another significant milestone for our business," said Richard N. Azar II, the interim chief executive officer of Camber. "We believe that with this continued capital funding as well as the potential amounts due pursuant to the remaining tranches, the Company will continue to proceed forward with its detailed business plan, which includes debt reduction, compliance, and growth and expansion of our business." On Oct. 5, 2017, in connection with the entry into the October 2017 Purchase Agreement, the Investor purchased 212 shares of Series C Preferred Stock for $2 million. On Nov. 21, 2017, pursuant to the terms of the October 2017 Purchase Agreement, the Company sold the Investor an additional 106 shares of Series C Preferred Stock for $1 million. To view the Form 8-K filed by Camber disclosing the funding transaction and including additional information regarding such transaction, visit https://is.gd/pFqB7c Proxy Statement Filed On Nov. 29, 2017, the Company filed its definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission, in connection with the Company's 2018 Annual Meeting of Shareholders to be held on Tuesday, Jan. 9, 2018, and shortly thereafter, it began mailing the Proxy Statement to its shareholders of record as of Nov. 24, 2017. Camber stated that, "The Company would like to remind all of its stockholders that it is critical for them to vote at the Meeting. The Board of Directors and management team are strongly encouraging all of the Company's stockholders to vote "For" all proposals to come before the Meeting. These proposals include approval for the Board of Directors, without further stockholder approval, to complete a reverse stock split of the Company's outstanding common stock and to increase the number of shares of common stock the Company is authorized to issue." A copy of the Proxy Statement can be obtained free of charge at https://www.iproxydirect.com/CEI or at the SEC's website at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting the Company by telephone at (713) 528-1881 or by mail at Camber Energy, Inc., 4040 Broadway, Suite 425, San Antonio, Texas 78209. Investors and stockholders of the Company are urged to read the Proxy Statement before making any voting decision with respect to the proposals described in the Proxy Statement because it contains important information about the proposals. About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the San Andres formation in the Permian Basin. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Sept. 30, 2017, Camber Energy had $34.49 million in total assets, $53.96 million in total liabilities and a total stockholders' deficit of $19.47 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CARTEL MANAGEMENT: Booye Buying Two 2015 Yamaha Model VXs for $7K ----------------------------------------------------------------- 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 two personal watercraft: (i) 2015 Yamaha Model VX, VIN # 6EX-1010211, Serial # YAMA2634D515; and (ii) 2015 Yamaha Model VX, VIN # 6EX-1008410, Serial # YAMA1804ED515; and an accompanying trailer with VIN # 1ZCS16010FZ346173, to Jared Booye for $7,000 in cash. A hearing on the Motion is set for Jan. 10, 2018 at 2:00 p.m. The Court entered its order granting the Debtors' sale of their assets related to "Titans of Maverick," to the Association of Surfing Professionals, LLC, doing business as World Surf League ("WSL"). The sale to WSL closed on Oct. 6, 2017. WSL did not purchase all of their assets. The Debtors continue to own the Personal Property. The Personal Property was previously used by the Debtors in connection with the surf event. They have no use for the Personal Property and believe it would be in the best interests of their estates to sell the Personal Property as soon as possible. The Debtors and the Buyer, subject to Bankruptcy Court approval, have entered into the Jet Ski Bill of Sale, pursuant to which the Debtors propose to sell the Personal Property for $7,000 cash. The Purchase Price includes any and all sales tax related to the Personal Property. Pursuant to the Sale Agreement, the Debtors warrant that the Personal Property is free and clear of any liens and encumbrances and that the Debtors are the legal owners of the Personal Property. Pursuant to the Sale Agreement, the Buyer acknowledges that the Personal Property is being sold "as is." A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Cartel_Management_166_Sales.pdf Prior to entering into the Sale Agreement, the Debtors advertised the sale of the Personal Property via Craigslist, for an approximate one to two week period. During that time, the Debtors received one inquiry in connection with the Personal Property, but no offers. The Buyer, who is a brother in law of the Debtors' principal, subsequently agreed to purchase the Personal Property from the Debtors pursuant to the Sale Agreement. The Debtors believe that the Purchase Price reflects the fair market value of the Personal Property. Titans scheduled the Personal Property on Schedule B of its Schedules of Assets and Liabilities, and listed a value of $21,000 for the Personal Property, but that value represents the original purchase price paid for the Personal Property, when it was new. The Personal Property was utilized by the Debtors in a high stress environment which has taken a toll on the condition of the Personal Property. Using the Personal Property in connection with the big surf contest caused additional wear and tear and depreciation of the Personal Property. The Debtor believes that personal watercraft and trailer in good condition with minimal wear and tear is worth anywhere between $7,000 and $10,000; however, given the substantial wear and tear on the Personal Property, and the fact that any buyer will likely be required to service the Personal Property, as well as spend money to remove "Titans of Mavericks" graphic wraps from the Personal Property, the Debtors believe that a Purchase Price of $7,000 for the Personal Property is fair and reasonable, and that the Debtors would be unable to obtain any more for the Personal Property. As such, it is their opinion that a sale of the Personal Property at any amount greater than $5,000 would be reasonable. 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. About Cartel Management Cartel Management, Inc., and Titans of Mavericks, LLC -- http://www.titansofmavericks.com/-- 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. Griffin Guess, president of Cartel, signed the petitions. 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. CARTEL MANAGEMENT: Delays Plan Filing Due to Holiday Season ----------------------------------------------------------- Cartel Management, Inc., and Titans of Mavericks, LLC, ask the U.S. Bankruptcy Court for the Central District of California to extend the exclusivity periods for each of the Debtors to file a plan of reorganization and to obtain acceptance of the plan to and including Feb. 27, 2018, and April 30, 2018, respectively. A hearing on the requested extension is scheduled for Jan. 31, 2018, at 2:00 p.m. The Debtors require additional time to finalize the plan, and believe that they will be in a position to file a plan within the next 30 to 45 days. The Debtors say that their proposed plan is nearly complete, but they need additional time to present a plan and disclosure statement that have been approved by the Debtors' principal. Due to the holiday season, the Debtors' principal and the Debtors' counsel have been unable to meet in person during the past several weeks in order to finalize and file a plan and disclosure statement. Since the Debtors sold certain of their assets related to the "Titans of Mavericks" surf event, in addition to preparing a plan, the Debtors have allocated resources toward preparing and filing an objection to the claim of Mavericks Invitational, Inc., asserted against Cartel, and the Debtors have also filed a motion to sell certain personal property. Thus, the Debtors have actively taken measures to further advance these cases to conclusion. Indeed, MII has filed a statement of non-opposition to the disallowance of its $2,145,000 claim, and the Debtors' motion to sell personal property is unopposed. The Debtors assure the Court that they have properly administered their cases and that they are in compliance with the requirements and obligations of Chapter 11 debtors in possession. The Debtors have attended and completed their initial debtor interviews and Section 341(a) meetings of creditors. The Debtors have timely filed their Schedules of Assets and Liabilities and Statement of Financial Affairs. The Debtors have complied with all of the Court's orders. The Debtors have obtained Court approval for employment of their professionals. The Debtors are requesting a brief extension of their respective exclusivity periods in good faith for the purpose of finalizing a plan and disclosure statement. The Debtors say that while their operations are not necessarily complex, the formulation and closing of a sale for the benefit of the Debtors' creditors was a complex and time-consuming process in these cases. After the Debtors closed their sale of certain assets to World Surf League, the Debtors immediately shifted their focus to: (1) preparing a plan and disclosure statement; (2) filing an objection to MII's claim; and (3) attempting to monetize other assets, like personal property. The Debtors are close to finalizing a plan and disclosure statement, but require additional time to do so. An extension of the Debtors' exclusivity periods will afford the Debtors additional time, so as to allow the Debtors to be able to proposed a plan with their exclusivity periods intact. As reported by the Troubled Company Reporter on Sept. 22, 2017, the Court previously extended the exclusivity periods for the Debtors to file a plan and obtain acceptance of the plan to and including Dec. 29, 2017, and Feb. 27, 2018, respectively. 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. CARTER TABERNACLE: Allowed to Continue Using Cash Collateral ------------------------------------------------------------ Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has entered a ninth interim order authorizing Carter Tabernacle Christian Methodist Episcopal Church, Inc., to use cash collateral through the date of the next preliminary hearing. The Debtor is permitted to access its cash collateral in order to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses; and (c) additional amounts as may be expressly approved in writing by American First Federal, Inc. The 30-day budget provides total expenses in the aggregate amount of $34,150. The Debtor is prohibited from paying the 12% retirement benefit in the amount of $700 or the Conference Apportionment in the amount of $2,500 without further Order of the Court. Each creditor with a security interest in cash collateral is granted a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as their respective prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor is required to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with American First Federal. A copy of the Ninth Interim Order is available at: http://bankrupt.com/misc/flmb16-06350-147.pdf About Carter Tabernacle Carter Tabernacle Christian Methodist Episcopal Church, Inc., also known as Carter Tabernacle CME Church, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-06350) on Sept. 26, 2016. The petition was signed by Dr. James T. Morris, president/director. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The Church is a Florida not for profit corporation established in 1972 to provide ministry services to the Washington Shores community and the surrounding communities in and around West Colonial and John Young Parkway. The Church provides its ministry services from a sanctuary located at 1 South Cottage Hill Road, Orlando, FL 32805. The Debtor is represented by Ryan E Davis, Esq. at Winderweedle, Haines, Ward & Woodman, P.A. The Debtor hired Integra Realty Resources to appraise its property located at 1 South Cottage Hill Road, Orlando, Florida. No official committee of unsecured creditors has been appointed in the Debtor's case. CHEQUERED FLAG: Taps Catherine Bouxsein as Accountant ----------------------------------------------------- Chequered Flag Automotive Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Catherine Bouxsein, CPA as accountant. Professional services required of the accountant are: a. provide the Debtor with accounting advice and services in the Case and prepare of behalf of the Debtor documents related to accounting matters; b. compile, from the information provided by the Debtor, statements of assets, liabilities, and equity-income tax basis and related statements of revenue and expenses of the Debtor on a monthly basis; c. prepare a monthly statement of revenue and expenses from the monthly bank statements of the Debtor that will ultimately be used to assist in the preparation of state and federal tax returns for the year, prepare monthly balance sheets, and provide general ledger account detail; d. advise and assist the Debtor with regard to the preparation and filing tax returns that may be required, provide assistance, advice and consultation with regard to state and federal income taxes, and prepare federal and state income tax returns for the Debtor and the annual statements of assets and liabilities; e. prepare monthly and/or quarterly payroll tax returns as necessary; f. review the books and records of the Debtor and analyze and verify account with regard to the assets, liabilities, financial affairs, and financial obligations of the Debtor; and g. perform all other necessary accounting services that may be required as accountant to the Debtor or to assist attorneys for the Debtor in the performance of the duties of the Debtor and give all necessary accounting advice to the Debtor in connection with this Chapter 11 case. The accountant will charge $65.00 per hour for accounting services, plus reimbursement of actual, necessary expenses incurred by the Firm. Catherine Bouxsein attests that her firm is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14). The accountant can be reached through: Catherine Bouxsein, CPA CATHERINE B BOUXSEIN, CPA LLC 203 Double Gate Way Sugar Hill, GA 30518 Tel: 210-260-7474 About Chequered Flag Automotive Chequered Flag Automotive Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-67997) on October 13, 2017. Scott Bohannan, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. CHINA COMMERCIAL: Accuses Sorghum of Contract Breach ---------------------------------------------------- China Commercial Credit, Inc., delivered a notice to Sorghum Investment Holdings Ltd. on Dec. 21, 2017, notifying Sorghum that certain recent actions of Sorghum constitute a breach of Sorghum's covenants under the Share Exchange Agreement dated Aug. 9, 2017 by and among the Company, Sorghum and shareholders of Sorghum, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. Specifically, China Commercial believes that Sorghum is in breach of Section 6.9 (a) and Section 6.11 (b) of the Agreement, which require Sorghum to use commercially reasonable efforts and to cooperate fully with the other parties to consummate the transactions contemplated by the Agreement and to make its directors, officers and employees available in connection with responding in a timely manner to SEC comments. According to the terms of the Agreement, the Company is entitled to terminate the Agreement if the breach is not cured within 20 days after the Notice is provided to Sorghum. As of Dec. 27, 2017, the Company is actively seeking to communicate with Sorghum with regard to the next steps and the Agreement is not terminated. However, there is no assurance that the parties will reach an agreement to proceed with the necessary filings in order to close the transactions contemplated by the Agreement or that the transaction contemplated by the Agreement will close. About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- provides business loans and loan guarantee services to small-to-medium enterprises, farmers and individuals in China's Jiangsu Province. Due to recent legislation and banking reform in China, these SMEs, farmers and individuals -- which historically had been excluded from borrowing funds from State-owned and commercial banks -- are now able to borrow money at competitive rates from microfinance lenders. The company is headquartered in Jiangsu Province, China. China Commercial's independent accounting firm Marcum Bernstein & Pinchuk LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has accumulated deficit that raises substantial doubt about its ability to continue as a going concern. China Commercial reported a net loss of US$1.98 million on US$1.29 million of total interest and fee income for the year ended Dec. 31, 2016, compared with a net loss of US$61.26 million on US$2.98 million of total interest income for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed US$7.71 million in total assets, US$8.48 million in total liabilities and a total shareholders' deficit of US$774,251. CIRCULATORY CENTERS: Chapter 11 Trustee Appointment Warranted ------------------------------------------------------------- The Debtors, an affiliated group of medical practices, in the bankruptcy case captioned CIRCULATORY CENTERS OF AMERICA, LLC, et al., Chapter 11, Debtors, Case No. 17-22572-GLT (Bankr. W.D. Pa.) are in the midst of negotiating a sale of substantially all of their assets. Their primary secured creditor, Fifth Third Bank, seeks the appointment of a chapter 11 trustee and relief from the automatic stay, alleging that the current management team is acting in its own self-interest by allocating an inordinate amount of the prospective sale proceeds to a non-debtor affiliate for the sole purpose of satisfying claims held by the U.S. Government and eliminating any personal liability the officers may have. Fifth Third asserts that these actions deprive the Debtors' bankruptcy estates of the value they are entitled to receive from the sale. The Debtors oppose the requested relief and contend that valid business justifications exist for their actions. Bankruptcy Judge Gregory L. Taddonio grants Fifth Third's request for the appointment of a chapter 11 trustee but denies its request for stay relief. The call for a trustee is based primarily upon a belief that Circulatory management is diverting a substantial portion of the sale proceeds to CC-New York where they can be used to satisfy the Government's claims. CC-New York refrained from commencing a bankruptcy case presumably because it is the only operating affiliate that did not pledge its assets to Fifth Third as collateral. Without Court oversight and freed of the burden of satisfying Fifth Third's claims, CC-New York can distribute a larger percentage of its sale proceeds to unsecured creditors than its debtor--affiliates. Fifth Third claims that Circulatory's management intends to use CC-New York to fund a settlement payment to the Government which would resolve its outstanding claims and eliminate any personal liability for the officers. Because the consideration allocated to CC-New York is not commensurate with its value to the overall enterprise, Fifth Third suggests that management is advancing its own self-interests at the expense of creditors in the bankruptcy estate. After considering all the arguments, the Court finds that Fifth Third has met its burden of proof and demonstrated cause for the appointment of a trustee. Current management remains focused on preserving a predetermined distribution for CC-New York for the purpose of satisfying the Government's claims and alleviating any associated personal liability. Actions such as these which elevate the interests of the principals over those of the debtor-corporation and its creditors constitute a conflict of interest that runs counter to the principals' fiduciary duties. The Court likewise finds that the appointment of a trustee is in the best interests of the Debtors' creditors. The Debtors' allocations project that CC-New York will receive sale proceeds in amounts which are disproportionate to the value of the assets it will contribute to the sale. To the extent an excessive amount is paid over to CC-New York, the claims of the Government may be resolved, but it comes at the expense of all other creditors in the Debtors' estates. Accordingly, the Court finds it necessary to appoint an independent trustee to ensure that value is preserved in each estate and creditors ultimately receive distributions in the amounts they deserve. In light of the ruling that a trustee is warranted, the Court finds no basis to grant Fifth Third's request for stay relief. The unrefuted evidence demonstrates that the assets subject to Fifth Third's liens are necessary to the Debtors' reorganization and their value can be maximized through a sale process featuring a thorough marketing of the goods available for purchase. Given that one prospective buyer has already tendered an executed purchase agreement and another is conducting due diligence, the Court concludes that a sale conducted under the trustee's leadership is reasonably likely to occur within a reasonable period of time, thereby precluding stay relief. The weight of the evidence also does not support Fifth Third's contention that, at this juncture, it is inadequately protected. Fifth Third is currently receiving monthly adequate protection payments from the bankruptcy estate and the Court finds no credible proof that its collateral is depreciating in value while the sale process unfolds. Once the trustee is appointed, adequate protection payments can continue pending consummation of a sale. With the appointment of a chapter 11 trustee, the Debtors' motion to extend the exclusivity period is denied as moot. A full-text copy of the Court's Dec. 15, 2017 Memorandum Opinion is available at https://is.gd/TgKPng from Leagle.com. Circulatory Centers of America, LLC, Debtor, represented by Robert O. Lampl, Robert O Lampl Law Office. Office of the United States Trustee, U.S. Trustee, represented by Norma Hildenbrand -- Norma.L.Hildenbrand@usdoj.gov. -- Office of the United States Trustee. About Circulatory Centers Headquartered in Pittsburgh, Pennsylvania, Circulatory Centers, P.C. and its affiliates -- http://www.veinhealth.com/-- are in the business of providing varicose vein and spider vein treatment. Circulatory Centers of America, LLC, provides administrative assistance for its operating affiliates, Circulatory Center of Ohio, Inc., Circulatory Center of Pennsylvania, Inc., Circulatory Centers, P.C., and Circulatory Center of West Virginia, LLC. Circulatory Centers, P.C., Circulatory Centers of America, LLC, Circulatory Centers of Ohio, Inc., and Circulatory Center of Pennsylvania, Inc. (Bankr. W.D. Pa. Case No. 17-22576) simultaneously filed Chapter 11 bankruptcy petitions (Bankr. W.D. Pa. Case No. 17-22571, 17-22572, 17-22575, and 17-22576, respectively) on June 23, 2017. A related entity, Circulatory Center of West Virginia, Inc., sought bankruptcy protection on Jan. 20, 2017 (Bankr. W.D. Pa. Case No. 17-20211). Judge Gregory L. Taddonio presides over the cases. Robert O Lampl, Esq., at Robert O Lampl, Attorney At Law, serves as the Debtors' bankruptcy counsel. The Debtors each estimated assets at between $100,000 and $500,000 and its liabilities at between $1 million and $10 million. The Office of the U.S. Trustee on Aug. 31 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Circulatory Centers of America, LLC, and affiliates. COMSTOCK RESOURCES: Carl Westcott No Longer a 5% Shareholder ------------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, Carl H. Westcott and certain other reporting persons disclosed that they have ceased to hold beneficial ownership of more than five percent of the outstanding Common Stock of Comstock Resources, Inc. as of Dec. 26, 2017. After accounting for all purchases and sales of Common Stock of the Reporting Persons during the period of Dec. 21, 2017 through Dec. 26, 2017, a net 53,577 shares of Common Stock were sold by Carl H. Westcott on his own behalf and on behalf of the other Reporting Persons for an aggregate price of approximately $426,453. Carl H. Westcott beneficially owned 757,744 Common Shares, constituting 4.91 percent of the shares outstanding. Carl H. Westcott directly holds 470,500 shares of common stock, par value $0.50 per share, of Comstock Resources. Additionally, Mr. Westcott exercises shared voting and disposition power over 264,072 shares of Common Stock with Court H. Westcott as managers of Carl Westcott, LLC, the general partner of each of Commodore Partners, Ltd., which directly owns 239,072 shares of Common Stock, and G.K. Westcott LP, which directly owns 25,000 shares of Common Stock. Carl H. Westcott has shared discretionary authority to purchase and dispose of shares of Common Stock under various accounts for the benefit of the following persons, who directly hold the following amounts of shares of Common Stock: Court H. Westcott, 500 shares; Carla Westcott, 5,000 shares; Peter Underwood, 14,050 shares; Francisco Trejo, Jr., 1,572 shares; and Rosie Greene, 2,050 shares. Carl H. Westcott does not exercise any voting power over any such shares of Common Stock owned by the aforementioned individuals and expressly disclaims beneficial ownership of those shares. A full-text copy of the regulatory filing is available at: https://is.gd/6FUWG5 About Comstock Resources Comstock Resources, Inc. -- http://www.comstockresources.com/-- is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016, a net loss of $1.0 billion in 2015, and a net loss of $57.11 million in 2014. As of Sept. 30, 2017, Comstock Resources had $899.60 million in total assets, $1.22 billion in total liabilities and a total stockholders' deficit of $328.44 million. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. COMSTOCK RESOURCES: Will Sell $4 Million Worth of Common Shares --------------------------------------------------------------- Comstock Mining Inc. said it intends to exercise its rights pursuant to that certain equity purchase agreement dated as of April 7, 2017, as amended, by and between the Company and Leviston Resources LLC, to sell of up to an additional $4,000,000 shares of the Company's common stock from time to time, at the Company's option, on terms deemed favorable to the Company. Any shares offered and sold will be issued pursuant to the Company's shelf registration statement on Form S-3 (and the related prospectus) declared effective by the SEC on Feb. 5, 2016. Sales of common stock, if any, under Agreement may be made in sales deemed to be "at-the-market" equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, at a discount of 10.0% to the volume weighted average sales price of the common stock on the date that Leviston receives a capital call from the Company. Pursuant to the Purchase Agreement, the Company agreed to deliver additional shares of common stock with value of $200,000 to Leviston, for no additional consideration, on the first settlement date with respect to a put notice delivered by the Company. The Company agreed to pay $20,000 to Leviston for a due diligence fee. About Comstock Mining Comstock Mining Inc. is a Virginia City, Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss of $12.96 million in 2016, a net loss of $10.45 million in 2015, and a net loss of $9.63 million in 2014. As of Sept. 30, 2017, Comstock Mining had $32.21 million in total assets, $19.59 million in total liabilities and $12.61 million in total stockholders' equity. CONNEAUT LAKE PARK: Unable to Prove It Incurred Damages, Ct. Rules ------------------------------------------------------------------ Trustees of Conneaut Lake Park, Inc., commenced the adversary proceeding captioned TRUSTEES OF CONNEAUT LAKE PARK, INC., Plaintiff, v. PARK RESTORATION, LLC, Defendant, Adversary No. 16-01029-JAD (Bankr. W.D. Pa.) by filing its three-count complaint against Park Restoration alleging two counts of breach of contract (Counts I and II) and one count of contractual indemnification (Count III) against Park Restoration stemming from the Parties' Beach Club Management Agreement. A trial was held on the issue of damages with respect to Count I of the Complaint on May 17, 2017, and July 24, 2017. Under Pennsylvania law, a party asserting a breach of contract claim must establish three elements: (1) the existence of a contract, (2) a breach of one or more of the duties imposed by the contract, and (3) damages. Finding that the first two elements were satisfied, the Court entered judgment on the pleadings in favor of TCLP and against Park Restoration as to liability only on Count I. As such, the issue addressed by the Court here is the extent to which damages exist as to Count I of TCLP's Complaint. Upon review of the evidence, the Court concludes that TCLP has not proven that it incurred damages and relief is denied as to Count I of the Complaint only. The bankruptcy case in re: TRUSTEES OF CONNEAUT LAKE PARK, INC., Chapter 11, Debtor, Bankruptcy No. 14-11277-JAD (Bankr. W.D. Pa.) A full-text copy of the Court's Memorandum Opinion dated Dec. 15, 2017 is available at https://is.gd/a1jGzZ from Leagle.com. Trustees of Conneaut Lake Park, Inc., Plaintiff, represented by Jeanne S. Lofgren -- jlofgren@stonecipherlaw.com -- Stonecipher Law Firm. Park Restoration, LLC, Defendant, represented by John F. Mizner -- jfm@miznerfirm.com -- Mizner Law Firm. About Conneaut Lake Park Trustees of Conneaut Lake Park, Inc. is a Pennsylvania non-profit corporation organized in 1997 and having the corporate purpose, among other things, to preserve and maintain Conneaut Lake Park, a vintage amusement park located in Conneaut Lake, Pennsylvania, for historical, cultural, social and recreational, and civic purposes for the benefit of the community and the general public. It presently holds in trust for the use of the general public approximately 207 acres of land and the improvements thereon located in Crawford County, Pennsylvania. Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti. The Debtor estimated assets and debt of $1 million to $10 million. Trustees of Conneaut Lake Park filed for bankruptcy protection less than 20 hours before the Crawford County amusement park was scheduled to go to sheriff's sale for almost $930,000 in back taxes and related fees. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, in Pittsburgh, as counsel. On Sept. 6, 2016, the Court entered a final order approving the Disclosure Statement and confirming the Reorganized Debtor's Joint Amended Plan of Reorganization. CTI BIOPHARMA: Had $26.5M Net Financial Standing as of Nov. 30 -------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company reported total estimated and unaudited net financial standing of $26.5 million as of Nov. 30, 2017. The total estimated and unaudited net financial standing of CTI Consolidated Group as of Nov. 30, 2017, was $27.5 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $1.9 million as of Nov. 30, 2017. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $2.1 million as of Nov. 30, 2017. During November 2017, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. As of Nov. 30, 2017, there were no amounts overdue of a financial or tax nature, or amounts overdue to social security institutions or overdue to employees. During the month of November 2017, the Company's common stock, no par value, outstanding decreased by 2,245 shares. As a result, the number of issued and outstanding shares of Common Stock as of Nov. 30, 2017 was 42,968,132. A full-text copy of the regulatory filing is available at: https://is.gd/01cEst About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. The Company had $65.53 million in total assets, $37.12 million in total liabilities, and $28.41 million in total shareholders' equity as of Sept. 30, 2017. CUMULUS MEDIA: Securities Transfer Protocol Approved ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered a final order establishing procedures with respect to direct and indirect transfers of interests in Cumulus Media Inc. and its debtor-affiliates. As reported by the Troubled Company Reporter on Dec. 19, 2017, in certain circumstance, the procedures restrict transactions involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of such a transaction, would become a substantial stockholder of the common stock issued by Cumulus Media. For the purposes of the procedures, a "substantial stockholder" is any person or entity that beneficially owns, directly or indirectly, at least 1,320,225 shares of common stock (representing about 4.5% of all issued and outstanding common shares). About Cumulus Media Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. Richard Denning, senior vice president and general counsel, signed the petition. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. The U.S. Trustee for Region 2 on Dec. 11, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. DIGIPATH INC: Incurs $1.06 Million Net Loss in Fiscal 2017 ---------------------------------------------------------- Digipath, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $1.06 million on $1.89 million of revenues for the year ended Sept. 30, 2017, compared to a net loss of $3.69 million on $818,583 of revenues for the year ended Sept. 30, 2016. As of Sept. 30, 2017, Digipath had $1.57 million in total assets, $163,998 in total liabilities and $1.40 million in total stockholders' equity. The Company's assets comprise of cash of $178,177, accounts receivable of $266,613, prepaid expenses of $73,750, deposits of $25,647 and fixed assets of $1,027,049. According to Digipath, "As of September 30, 2017, our balance of cash on hand was $178,177. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we continue to develop our lab testing business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities. We will need and are currently seeking additional funds to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds." Anton & Chia, LLP, in Newport Beach, CA, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, noting that the Company has recurring losses and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/Jxl9l6 About DigiPath Based in Las Vegas, Nevada, DigiPath Inc. -- http://www.digipath.com-- supports the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. The Company's cannabis testing business is operated through its wholly owned subsidiary, Digipath Labs, Inc., which performs all cannabis related testing using FDA-compliant laboratory equipment and processes. DigiPath opened its first testing lab in Las Vegas, Nevada in May of 2015 to serve the new State approved and licensed medical marijuana industry. The Company plans to open labs in other legal states, assuming resources permit. EASTGATE PROFESSIONAL: Bid for Ch. 11 Trustee Appointment Denied ---------------------------------------------------------------- Judge Jeffery P. Hopkins of the U.S. Bankruptcy Court for the Southern District of Ohio denied the Motion to Appoint a Trustee in the bankruptcy case of Eastgate Professional Office Park Ltd. filed by GLIC Real Estate Holding LLC on October 27, 2017, joining the Motion of Daniel R. Rolfes to Appoint a Chapter 11 Trustee. About Eastgate Professional Office Park Established in 1996, Eastgate Professional Office Park Ltd. is a privately-held company that operates nonresidential buildings. It owns real properties located at 4360, 4355, 4357, 4358 Ferguson Drive Cincinnati, Ohio, valued at $8.61 million. Eastgate Professional Office Park sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on Sept. 12, 2017. Gregory K. Crowell, manager, signed the petition. At the time of the filing, the Debtor disclosed $8.64 million in assets and $9.31 million in liabilities. Judge Jeffery P. Hopkins presides over the case. Goering & Goering LLC the Debtor's bankruptcy counsel. No creditors' committee, trustee or examiner has been appointed. ECLIPSE RESOURCES: Closes Utica Shale Drilling Joint Venture ------------------------------------------------------------ Eclipse Resources Corporation, through certain subsidiaries, entered into definitive agreements with Sequel Energy Group LLC (an affiliate of GSO Capital Partners LP) on Dec. 22, 2017 to establish the previously announced drilling joint venture on the Company's Utica Shale acreage in Guernsey and Monroe Counties in southeast Ohio. Drilling Joint Venture Highlights: * Committed funding from Sequel of up to $285 million to fund its proportionate share of two drilling programs comprising 34 gross wells in aggregate, commencing with wells currently in progress and extending through wells expected to be commenced through the end 2018. This committed funding amount reflects the Company's working interest election in the first program. * A mutual option for an additional third well program consisting of approximately 16 wells, which would increase the committed funding. * Eclipse Resources will be the operator of all wells drilled within each well program. * Eclipse Resources will retain 50% of its pre-carry working interest in the first program and shall have the option until Jan. 31, 2018 to adjust its pre-carry working interest in the second program and, if applicable, the third well program to between 30% to 70% until that program is commenced. * A 15% carried interest on drilling and completion capital expenditures incurred in each well program, proportionately reduced to Eclipse Resources retained pre-carry working interest. * A significant portion of Sequel's working interest in each well program will revert to Eclipse Resources once a certain return is realized by Sequel in each program. Benjamin W. Hulburt, Chairman, president and CEO, commented on the Company's joint venture agreement, "We believe that the drilling joint venture agreement we have entered into with Sequel, an affiliate of GSO, speaks to both the quality of our assets and our industry leading operational performance. The Company has elected to retain a 50% pre-carry working interest in the first program and anticipates making its election into the second program, along with announcing the Company's 2018 Capital budget, during the first quarter of 2018. The structure of the drilling joint venture allows us to maintain an efficient, two rig operating program while providing flexibility to manage capital spending to a level that is appropriate depending on the strength of the forward commodity curves. We are extremely pleased with the final terms and structure outlined by the agreement with Sequel and the high degree of confidence that our partner has in our assets and operational capabilities." About Eclipse Resources State College, Pa.-based Eclipse Resources -- http://www.eclipseresources.com/-- is an independent exploration and production company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin, including the Utica and Marcellus Shales. Eclipse Resources reported a net loss of $203.8 million on $235.0 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $971.4 million on $255.3 million of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Eclipse Resources had $1.21 billion in total assets, $627.2 million in total liabilities and $583.03 million in total stockholders' equity. * * * In June 2017, S&P Global Ratings raised its corporate credit rating on Eclipse Resources Inc. to 'B-' from 'CCC+'. The rating outlook is stable. "The rating action reflects our opinion that Eclipse's leverage is now sustainable due to our increased production and cash flow projections," said S&P Global Ratings credit analyst Christine Besset. In August 2017, Moody's Investors Service upgraded Eclipse Resources Corp.'s Corporate Family Rating to 'B3' from 'Caa1'. "The upgrade to B3 reflects Eclipse's reduced leverage resulting from improved cash flow tied to strong production growth. Eclipse's robust drilling program through 2018, supported by strong commodity price hedging and willingness to periodically access equity markets to term out debt, should allow Eclipse to remain on a strong growth trajectory without stressing its balance sheet," noted John Thieroff, Moody's VP-senior analyst. ESCALERA RESOURCES: Everest Buying Bakken Assets for $340K ---------------------------------------------------------- Escalera Resources Co. asks the U.S. Bankruptcy Court for the District of Colorado to authorize the private sale of its small overriding royalty interests ("ORRIs"), working interests and mineral interests in certain oil and gas wells and leases located in McKenzie, Burke, and Dunn Counties, North Dakota, and Richland and Roosevelt Counties, Montanato ("Bakken Assets") to Everest Energy, LLC for $340,000. The Bakken Assets are not included in the potential sale of the Debtor's coal bed methane ("CBM") Atlantic Rim assets, which are the subject of negotiations with a separate buyer. They do not make up a material portion of the assets, business or operations of the Debtor. The Bakken Assets consist of the Debtor's interests in and to the following: a. those certain Leases, which term includes various oil and gas leases, ORRIs, mineral interests, units and participating areas located in or on the Properties; b. all oil, gas, water and injection wells located in or upon the Properties; c. any currently existing pools or units which include any Lands, all or part of any Leases or any Wells including those pools or units shown on Exhibit A-3 to the PSA; d. all Hydrocarbons produced from or attributable to the Leases, Lands and Wells from and after the Effective Time; and e. Records associated with the foregoing. The Debtor and Seaport Global Securities, LLC split the Debtor's non-CBM assets in several different packages, including the Bakken Assets, and in July 2017 Seaport Global listed them for sale on the Petroleum Listing Service ("PLS"). The PLS lists, among other things, the oil and gas assets for sale. As a result of the PLS listing, on Nov. 6, 2017, the Debtor received an offer from Everest, a private oil and gas company located in Bismarck, North Dakota, to purchase the Bakken Assets. No other offers were received. After negotiations, the parties entered into a Purchase and Sale Agreement executed Nov. 24, 2017, but effective on Dec. 1, 2017, subject to the Court approval. The material terms of the PSA are: a. Purchase Price: The purchase price for the Bakken Assets is $340,000, payable in full upon Closing and subject to certain adjustments. The PSA does not require an earnest money deposit. b. Sale Free and Clear of Liens: The Bakken Assets are being sold "as is, where is" without warranty of any kind, except as provided in the PSA, and free and clear of all liens, claims and encumbrances. c. Private Sale: The PSA does not contemplate an auction. d. Closing and Other Deadlines: The Closing of the transaction must occur no later than 15) days after entry of the Sale Order. Everest will have until Dec. 17, 2017, to perform and complete its due diligence, and to elect whether or not to proceed with the Closing of the sale. e. Relief from Bankruptcy Rule 6004(h) and 6006(d): The proposed Sale Order contains a provision that such order will become effective immediately upon entry pursuant to Bankruptcy Rules 6004(h) and 6006(d), rather than being stayed until the entry of 14 days after the entry of the Sale Order. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Escalera_Resources_524_Sales.pdf The Bakken Assets are being sold subject to these liens, claims and encumbrances (called "Permitted Encumbrances" in the PSA): a. Royalties and overriding royalties, reversionary interests and other burdens; b. All leases, unit agreements, pooling agreements, operating agreements, Hydrocarbon production sales contracts, division orders and other contracts, agreements and instruments applicable to the Bakken Assets that are recorded and indexed against the lands with the applicable County Recorder and/or provided to Everest prior to the Closing Date; c. Transfer Requirements applicable to the Bakken Assets including but not limited to a mutually agreed upon recordable special warranty deed transferring all of the Assets on Exhibits A-1, A-2 and A-3 with a supporting order of the Bankruptcy Court authorizing the sale of the Assets free and clear of any liens; d. Liens for current Taxes or assessments not yet delinquent (or, if delinquent, (i) being contested in good faith by appropriate actions, or (ii) which will attach to the sale proceeds at Closing pursuant to the Sale Order); e. Materialman's, mechanic's, repairman's, employee's, contractor's, operator's and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law), or, if delinquent, (i) being contested in good faith by appropriate actions, or (ii) which will attach to the sale proceeds at closing pursuant to the Sale Order so long as they are disclosed at Closing; f. Excepting circumstances where rights have already been triggered, rights of reassignment arising upon final intention to abandon or release the Bakken Assets, or any of them; g. Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations; h. All rights reserved to or vested in any Governmental Body to control or regulate any of the Assets in any manner and all obligations and duties under all applicable Laws, or under any franchise, grant, license or permit issued by any such Governmental Body; i. Any encumbrance on or affecting the Bakken Assets which Everest expressly assumes, bonds or pays at or prior to Closing or which Debtor discharges at or prior to Closing; j. Calls on Hydrocarbon production under existing Contracts; k. Any other liens, charges, encumbrances, defects or irregularities which do not, individually or in the aggregate, materially interfere with the use or ownership of the Bakken Assets subject thereto or affected thereby (as currently used or owned), which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating oil and gas properties; and l. Liens granted under applicable joint or unit operating agreements that are recorded and indexed against the Assets with the applicable County Recorder and/or provided to the Purchaser prior to the Closing Date. The Societe Generale, as Administrative Agent for the senior secured lenders, may claim an Interest in the Bakken Assets. The Debtor is a party to a Credit Agreement dated as of Aug. 29, 2014, with certain senior secured lenders, including Societe Generale. As of the Petition Date, the Debtor was indebted to such lenders for not less than: (i) $36,886,300 in aggregate principal amount; (ii) accrued and unpaid interest and fees of $389,641; and (iii) additional amounts claimed as owed under the credit facility. As of the Petition Date, the Credit Facility was collateralized by substantially all of the Debtor's oil and gas producing properties and substantially all other assets. Societe Geneale, as administrative agent for the senior secured lenders, consents to the sale, with its lien to attach to the net proceeds. The Debtor is unaware of any other Interests encumbering the Bakken Assets and of any holder of a Preferential Purchase Right that applies to the sale. Based upon the foregoing, the potential sale of the Debtor's Bakken Assets is in the best interests of the Debtor, its estate, and its creditors, and is based upon sound, reasoned and informed business judgment warranting the Court's approval. The Debtor asks that the order approving the Motion becomes effective immediately upon entry pursuant to Bankruptcy Rules 6004(h). The Purchaser: EVEREST ENERGY, LLC P.O. Box 791 Bismarck, ND 58502 Telephone: (701) 228-4105 E-mail: ppage@dakotaenergyadvisors.com About Escalera Resources Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:ESCRQ) is an independent energy company engaged in the exploration, development, production and sale of natural gas and crude oil, primarily in the Rocky Mountain basins of the western United States. Escalera was incorporated in Wyoming in 1972 and reincorporated in Maryland in 2001. As of October 2015, the Company had 22 employees, none of whom are subject to a collective bargaining agreement. Escalera Resources filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. Adam Fenster, the chief financial officer, signed the petition. Judge Thomas B. McNamara is assigned to the case. Escalera listed total assets of $97.7 million and total liabilities of $67.7 million as of June 30, 2015. The Debtor has hired Onsager Guyerson Fletcher Johnson as bankruptcy counsel; Hein & Associates, LLP, as accountants; Lindquist & Vennum LLP, as special counsel in connection with the Humphrey litigation; Jones & Keller, P.C., as special counsel for general corporate and securities matters; Williams, Porter, Day & Neville, P.C. as special counsel in the pursuit of a tax refund from the State of Wyoming; and Seaport Global Securities LLC as investment banker. On Oct. 26, 2016, the court ordered the Office of the U.S. Trustee to appoint a Chapter 11 trustee for the bankruptcy estate. On Nov. 13, 2015, the United States Trustee appointed an Official Unsecured Creditors Committee. ESCALERA RESOURCES: Rock Creek Buying Rabourn Assets for $410K -------------------------------------------------------------- Escalera Resources Co. asks the United States Bankruptcy Court for the District of Colorado to authorize the private sale of one oil well and related assets located in Campbell County, Wyoming ("Rabourn Assets") to from Rock Creek Energy, LLC for $410,000, subject to adjustments. The Rabourn Assets consist of the following: (i) one stand-alone oil well; (ii) the equipment, machinery, fixtures, flowlines, storage facilities and other tangible personal property and improvements located on the subject land; (iii) all Hydrocarbons produced from or attributable to the leases, land and well after the Effective Time; (iv) an executory contract for the sale of oil produced from the well and the unexpired oil and gas leases associated therewith; and (v) records relating to the foregoing. The Rabourn Assets are not included in the potential sale of the Debtor's coal bed methane ("CBM") Atlantic Rim assets, which are the subject of negotiations with a separate buyer. They do not make up a material portion of the assets, business or operations of the Debtor. The Debtor and Seaport Global Securities, LLC split the Debtor's assets in several different packages, including the Rabourn Assets, and in July 2017 Seaport Global listed them for sale on the Petroleum Listing Service ("PLS"). The PLS lists, among other things, the oil and gas assets for sale. As a result of the PLS listing, on Oct. 24, 2017, the Debtor received an offer Rock Creek, a private oil and gas company located in Englewood, Colorado, to purchase the Rabourn Assets. No other offers were received. After negotiations, the parties entered into a Purchase and Sale Agreement executed Nov. 27, 2017, but effective on Aug. 1, 2017, subject to the Court approval. The material terms of the PSA are: a. Purchase Price: The purchase price for the Rabourn Assets is $410,000, payable in full upon Closing and subject to certain adjustments. The PSA does not require an earnest money deposit. b. Contracts and Leases: The Debtor will assume and assign the executory contracts and unexpired leases to the Buyer. c. Sale Free and Clear of Liens: The Rabourn Assets are being sold "as is, where is" without warranty of any kind, except as provided in the PSA, and free and clear of all liens, claims and encumbrances. d. Private Sale: The PSA does not contemplate an auction. e. Closing and Other Deadlines: The Closing of the transaction must occur no later than 15vdays after entry of the Sale Order. f. Use of Proceeds: As requested later in the Motion, the proposed Sale Order includes a provision authorizing the Debtor to pay the Prepetition Taxes to the Campbell County, Wyoming Treasurer at Closing. Such payment will prevent the further accrual of interest at 18% per annum on such claims. The Debtor will also pay at Closing the Post-petition Taxes which are accrued and payable, since they are administrative expenses which are to be paid in the ordinary course of business. g. Relief from Bankruptcy Rule 6004(h) and 6006(d): The proposed Sale Order contains a provision that such order will become effective immediately upon entry pursuant to Bankruptcy Rules 6004(h) and 6006(d), rather than being stayed until the entry of 14 days after the entry of the Sale Order. A copy of the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/Escalera_Resources_523_Sales.pdf The Rabourn Assets are being sold subject to these Interests (called "Permitted Encumbrances" in the PSA): a. Royalties and overriding royalties, reversionary interests and other burdens; b. All leases, unit agreements, pooling agreements, operating agreements, Hydrocarbon production sales contracts, division orders and other contracts, agreements and instruments applicable to the Rabourn Assets; c. Transfer Requirements applicable to the Rabourn Assets; d. Liens for current Taxes or assessments not yet delinquent (or, if delinquent, (i) being contested in good faith by appropriate actions, or (ii) which will attach to the sale proceeds at Closing pursuant to the Sale Order); e. Materialman's, mechanic's, repairman's, employee's, contractor's, operator's and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law), or, if d elinquent, (i) being contested in good faith by appropriate actions, or (ii) which will attach to the sale proceeds at closing pursuant to the Sale Order; f. Rights of reassignment arising upon final intention to abandon or release the Rabourn Assets, or any of them; g. Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations; h. All rights reserved to or vested in any Governmental Body to control or regulate any of the Assets in any manner and all obligations and duties under all applicable Laws, or under any franchise, grant, license or permit issued by any such Governmental Body; i. Any encumbrance on or affecting the Rabourn Assets which Rock Creek expressly assumes, bonds or pays at or prior to Closing or which Debtor discharges at or prior to Closing; j. Calls on Hydrocarbon production under existing Contracts; k. Any other liens, charges, encumbrances, defects or irregularities which do not, individually or in the aggregate, materially interfere with the use or ownership of the Rabourn Assets subject thereto or affected thereby (as currently used or owned), which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating oil and gas properties; and l. Liens granted under applicable joint or unit operating agreements. The following parties may claim an Interest in the Rabourn Assets: (i) Societe Generale, as Administrative Agent for the senior secured lenders; and (ii) Campbell County, Wyoming Treasurer. Societe Generale, as Administrative Agent for the senior secured lender, has consented to the sale. The Campbell County, Wyoming Treasurer is owed prepetition taxes on the subject properties of (i) $23,395 plus accrued interest for gross proceeds-ad valorem taxes due (2015 assessment for 2014 production);, and (ii) $7,060 plus accrued interest also for gross proceedsad valorem taxes (2016 assessment for 2015 production), for a total of $30,455 plus accrued interest. The Campbell County, Wyoming Treasurer is also owed postpetiton taxes on such properties totaling $12,280 (2017 assessment for 2016 production) through Sept. 1, 2017. The Debtor asks authority to pay the Prepetition Taxes at Closing. Such payment will prevent the further accrual of interest at 18% per annum on such claims. The Debtor intends to pay the Postposition Taxes as of the Closing. It is unaware of any other Interests encumbering the Rabourn Assets and of any holder of a Preferential Purchase Right that applies to the sale. The Debtor asks authority to assume and assign the Purchased Contracts. To its knowledge, there is no existing default under the Purchased Contracts; however, to the extent an existing default is discovered, Rock Creek intends to provide adequate cure. Contemporaneously with the Motion, the counterparties to the Purchased Contracts are being provided with the Contract Notice required by Section 4.3(b) of the PSA. The notice will indicate that there are no Cure Costs payable upon Closing. Based upon the foregoing, the potential sale of the Debtor's Rabourn Assets is in the best interests of the Debtor, its estate, and its creditors, and is based upon sound, reasoned and informed business judgment warranting the Court's approval. The Debtor asks that the order approving the Motion becomes effective immediately upon entry pursuant to Bankruptcy Rules 6004(h) and 6006(d). The Purchaser: ROCK CREEK ENERGY, LLC Attn: Stephen K. Frazier, CEO 9781 S. Meridian Blvd., Suite 325 Englewood, Co 80112 Telephone: (303) 382-2167 Facsimile: (303) 299-9087 E-mail: sfrazier@rockcreekresources.com About Escalera Resources Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:ESCRQ) is an independent energy company engaged in the exploration, development, production and sale of natural gas and crude oil, primarily in the Rocky Mountain basins of the western United States. Escalera was incorporated in Wyoming in 1972 and reincorporated in Maryland in 2001. As of October 2015, the Company had 22 employees, none of whom are subject to a collective bargaining agreement. Escalera Resources filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. Adam Fenster, the chief financial officer, signed the petition. Judge Thomas B. McNamara is assigned to the case. Escalera listed total assets of $97.7 million and total liabilities of $67.7 million as of June 30, 2015. The Debtor hired Onsager Guyerson Fletcher Johnson as bankruptcy counsel; Hein & Associates, LLP, as accountants; Lindquist & Vennum LLP, as special counsel in connection with the Humphrey litigation; Jones & Keller, P.C., as special counsel for general corporate and securities matters; Williams, Porter, Day & Neville, P.C. as special counsel in the pursuit of a tax refund from the State of Wyoming; and Seaport Global Securities LLC as investment banker. On Oct. 26, 2016, the court ordered the Office of the U.S. Trustee to appoint a Chapter 11 trustee for the bankruptcy estate. On Nov. 13, 2015, the United States Trustee appointed an Official Unsecured Creditors Committee. EXCO RESOURCES: Common Shares Delisted from NYSE ------------------------------------------------ EXCO Resources, Inc., was notified by the New York Stock Exchange on Dec. 22, 2017, that the NYSE has determined to commence proceedings to delist EXCO's common shares from the NYSE as a result of EXCO's failure to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million pursuant to Section 802.01B of the NYSE Listed Company Manual. The NYSE also suspended the trading of EXCO's common shares at the close of trading on Dec. 22, 2017. Under the NYSE Listed Company Manual, the Company has a right to appeal this determination, provided a written request for such appeal is submitted to the NYSE within 10 business days after receiving the notice of delisting. The Company has decided not to seek an appeal. The Company's common shares commenced trading on the OTC Pink Marketplace under the symbol "XCOO" on Dec. 27, 2017. The Company can provide no assurance that its common shares will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Company's common shares on this market or whether the trading volume of the Company's common shares will be sufficient to provide for an efficient trading market. The delisting of EXCO's common shares from the NYSE does not affect EXCO's business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company's material debt agreements. About EXCO Resources, Inc. EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.17 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." As reported by the TCR on Dec. 26, 2017, S&P Global Ratings lowered its corporate credit rating on EXCO Resources Inc. to 'D' from 'CCC-'. "The downgrade reflects the failure by EXCO to meet interest and covenant requirements on its outstanding debt. Although the company has entered into a forbearance agreement and certain holders of the company's debt have opted not to exercise their rights through Jan. 15, 2017, we believe general default and possible bankruptcy to be the most likely outcome." EXCO RESOURCES: WL Ross & Co. Reports 13.8% Stake ------------------------------------------------- WL Ross & Co. LLC, et al. disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission thta they beneficially own, in the aggregate, 2,994,935 shares of common stock of Exco Resources, Inc., which represent approximately 13.8% of the Issuer's outstanding Common Stock. WLR IV Exco AIV One, L.P holds directly 371,679 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock; WLR IV Exco AIV Two, L.P. holds directly 371,970 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock; WLR IV XCO AIV Three, L.P. holds directly 371,765 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock; WLR IV XCO AIV Four, L.P. holds directly 371,698 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock; WLR IV XCO AIV Five, L.P. holds directly 371,831 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock; WLR IV XCO AIV Six, L.P. holds directly 371,792 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock; WLR Select Co-Investment XCO AIV, L.P. holds directly 551,245 shares of Common Stock, representing approximately 2.5% of the outstanding shares of Common Stock; WLR/GS Master Co-Investment XCO AIV, L.P. holds directly 204,454 shares of Common Stock, representing approximately 0.9% of the outstanding shares of Common Stock and Parallel Fund holds directly 8,501 shares of Common Stock, representing approximately 0.04% of the outstanding shares of Common Stock. Effective as of Feb. 27, 2017, Wilbur L. Ross, Jr., W.L. Ross Group, L.P. and El Vedado, LLC ceased to be beneficial owners of any shares of Common Stock of Exco Resources. The percentages are based on 21,630,873 shares of Common Stock outstanding as of Nov. 3, 2017, as set forth in the Issuer's Report on Form 10-Q filed on Nov. 7, 2017. On Dec. 22, 2017, each of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Co-Invest Fund AIV, WLR/GS Fund AIV and Parallel Fund filed a Form 144 with the SEC disclosing the intent to sell up to the maximum number of 1,500,000 shares of Common Stock, in the aggregate, allowable under the volume restrictions of Rule 144(e) under the Securities Act of 1933, as amended, and, as of the close of business on Dec. 27, 2017, the Reporting Persons disposed of 412,011 shares of Common Stock. Depending on market and other factors, the Reporting Persons intend to dispose of additional securities of in open market transactions or otherwise. A full-text copy of the regulatory filing is available at: https://is.gd/64UMdm About EXCO Resources EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.7 million of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.2 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.4 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2017, Moody's Investors Service downgraded EXCO Resources' Corporate Family Rating to 'C' from 'Ca'. These rating action follows the company's announcement that it did not make the interest payment due on its 1.75 lien term loans following the expiration on Dec. 26 of the 3-day grace period with respect to its Dec. 20, 2017 scheduled payment date. The Speculative Grade Liquidity Rating of SGL-4 remains unchanged and the outlook was changed to stable from negative. In December 2017, S&P Global Ratings lowered its corporate credit rating on EXCO Resources to 'D' from 'CCC-'. "The downgrade reflects the failure by EXCO to meet interest and covenant requirements on its outstanding debt. Although the company has entered into a forbearance agreement and certain holders of the company's debt have opted not to exercise their rights through Jan. 15, 2017, we believe general default and possible bankruptcy to be the most likely outcome." FLEG EAGLE: Hires Foley Freeman as Bankruptcy Counsel ----------------------------------------------------- Fleg Eagle Rd, LLC seeks approval from the United States Bankruptcy Court for the District of Idaho (Boise) to hire Foley Freeman, PLLC as its attorneys. The professional services to be rendered are: a. give the Debtor legal advice with respect to his powers and duties in the affairs of the business and management; and b. file a Plan and other documents or help in the preparation of the same, and to negotiate and secure approval of a Chapter 11 Plan and to file such other Motions, attended hearings relating to the Chapter 11 proceedings. Foley Freeman, PLLC will charge the Debtor at the rate of between $175.00 and $250.00 per hour. Patrick J. Geile, Esq., attests that he and his firm do not represent any other entity in connection with this case, are disinterested as that term is defined in 11 U.S.C. Sec. 101(14), and represent or hold no interest adverse to the interest of the estate with respect to the matters on which they are to be employed. The counsel can be reached through: Patrick J. Geile, Esq. FOLEY FREEMAN, PLLC 953 S. Industry Way Meridian, ID 83680 Phone: (208) 888-9111 Fax: (208) 888-5130 Email: pgeile@foleyfreeman.com About Fleg Eagle Rd, LLC Fleg Eagle Rd, LLC operates the Pinnacle Sports Grill bar and restaurant based in Meridian, Idaho. Fleg Eagle Rd, LLC filed a Chapter 11 petition (Bankr. D. Idaho Case No. 17-01673) on December 18, 2017. The petition was signed by Nicolas W. Clare, its owner. Patrick John Geile, Esq. at Foley Freeman, PLLC, represents the Debtor as counsel. This case is assigned to Judge Jim D. Pappas. At the time of filing, the Debtor estimates $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. FOREST CAPITAL: Law Firm Liable for Receiving Postpetition Transfer ------------------------------------------------------------------- A trustee in bankruptcy generally may avoid any postpetition transfer of property belonging to the bankruptcy estate that is not authorized by the U.S. Bankruptcy Code or the court. Some courts have determined that the trustee's ability to recover an avoidable postpetition transfer is limited if the transferee has a secured claim against the estate. The logic of this approach rests on the fact that the transfer to the secured creditor actually reduces the secured creditor's claim against the estate, which reduction will be reinstated and repaid from the estate if the transfer is avoided. Under this approach, the analysis focuses on whether avoidance of the post-petition transfer provides a benefit to the estate. The adversary proceeding captioned Forest Capital, LLC, Plaintiff, v. Fischer Porter & Thomas, P.C., et al., Defendants, Adversary No. 16-00337-MMH (Bankr. D. Md.) requires the U.S. Bankruptcy Court for the District of Maryland to evaluate both the avoidance of an alleged post-petition transfer and the transferee's liability for the same if the transferee asserts a valid and perfected lien in the transferred property. Specifically, Fischer Porter & Thomas made a post-petition transfer of property in the amount of $25,000 to itself in payment of certain prepetition legal fees. Debtor Forest Capital, LLC asserts that the Postpetition Transfer constitutes an avoidable transfer under section 549 of the Code and is moving for partial summary judgment on that basis. The Defendant's opposition to that motion turns largely on section 550 of the Code and the reasoning of In re C.W. Mining Company. The Defendant moreover grounds its request for partial summary judgment on its secured creditor status and the legal services it provided to a nondebtor party. Based on the facts presented, Bankruptcy Judge Michelle M. Harner finds that the Defendant has not established a valid and enforceable attorney's lien under applicable state law. The Court further determines that the Defendant received the Postpetition Transfer in violation of section 549 of the Code. The Court is not, however, directing repayment of the Postpetition Transfer at this time. The Plaintiff's Motion for Partial Summary Judgment does not seek relief under section 550 of the Code. In addition, the Court finds that there are genuine issues of material fact concerning the liability of the Defendant to repay all or part of the Postpetition Transfer, as well the nature, extent, and scope of its claim against the estate. Accordingly, the Court grants the Plaintiff's Motion for Partial Summary Judgment to the extent that it seeks to avoid the Postpetition Transfer, and it denies the Defendant's Cross-Motion for Partial Summary Judgment in its entirety. The bankruptcy case is in re: Forest Capital, LLC, Chapter 11, Debtor, Case No. 16-13850-MMH (Bankr. D. Md.). A full-text copy of Judge Harner's Memorandum Opinion dated Dec. 15, 2017 is available at https://is.gd/tFjPLA from Leagle.com. Forest Capital, LLC, Plaintiff, represented by Jeremy S. Friedberg -- Jeremy@Friedberg.legal -- Friedberg PC & Gordon S. Young, Friedberg PC. Fischer Porter & Thomas, P.C., Defendant, represented by Andrew L. Cole -- andrew.cole@leclairryan.com. -- LeClairRyan, Jonathan Lawrence Gold, Michael Best & Friedrich LLP & Arthur Porter, Jr. -- aporter@fpt-law.com About Forest Capital Based in Cockeysville, Maryland, Forest Capital, LLC, was incorporated in 2008. On March 24, 2016, an involuntary petition for liquidation under Chapter 7 was filed against Forest Capital, LLC in the U.S. Bankruptcy Court for the District of Maryland. On May 3, 2016, the involuntary petition was approved by the Court. On May 4, 2016, the debtor’s case was converted to reorganization under Chapter 11. G.A.F. SEELIG: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: G.A.F. Seelig, Inc. 59-05 52nd Avenue Woodside, NY 11377 Business Description: Headquartered in Woodside, New York, G.A.F. Seelig, Inc. is a family owned company that distributes dairy products (skims, lo- fats, whole milk), creams, yogurts, juices, water, imported and domestic cheeses, purees, raviolis and pastas, oils and vinegars, chocolate and an ever expanding array of food service items. The company was founded in 1871 by Gustav Seelig. http://www.gafseelig.com/ Chapter 11 Petition Date: December 30, 2017 Case No.: 17-46968 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Michael L Moskowitz, Esq. WELTMAN & MOSKWITZ, LLP 270 Madison Avenue, Ste 1400 New York, NY 10016 Tel: (212) 684-7800 Fax: (212) 684-7995 E-mail: mlm@weltmosk.com Debtor's Financial Advisor: TRAXI, LLC Debtor's Special Counsel: MELTZER, LIPPE, GOLDSTEIN & BREITSTONE, LLP Debtor's Accountant: MAZARS USA LLP Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rodney P. Seelig, president. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/nyeb17-46968.pdf GST AUTOLEATHER: Needs More Time to Complete Sale, File Plan ------------------------------------------------------------ GST Autoleather, Inc., and its debtor-affiliates request the U.S. Bankruptcy Court for the District of Delaware to extend by 120 days the periods during which the Debtors have the exclusive right to: (a) file a chapter 11 plan, through and including May 31, 2018; and (b) solicit votes accepting or rejecting a plan, through and including July 30, 2018. The Debtors claim that their progress to date has been achieved in no small part due to the breathing room provided by chapter 11. In the midst of the marketing process, the Debtors believe that maintaining the exclusive right to file and solicit votes on a chapter 11 plan is critical to consummating their chapter 11 strategy. The Debtors assert that extending the Exclusivity Periods will afford them and their stakeholders time to finish their marketing process, negotiate and confirm a chapter 11 plan, and proceed toward consummation of these chapter 11 cases in an efficient, organized fashion. The Debtors contend that fewer than three months from the Petition Date, they have already made substantial progress towards achieving their goals in these chapter 11 cases, but significant work remains to be done. Since filing for chapter 11 relief, the Debtors have, among other things: (a) stabilized operations and ensured a smooth transition into chapter 11 through the approval of various crucial first day motions, including securing authority to pay certain critical and foreign vendors, honor wages and non-insider incentive programs in the ordinary course of business, and maintain their cash management system; (b) negotiated and obtained final approval on November 15, 2017, for the Debtors' $40 million debtor-in-possession financing facility and the Debtors' bid procedures for the sale of substantially all of the Debtors' assets, which approval followed weeks of thorough diligence efforts undertaken by the official committee of unsecured creditors, hard-fought negotiations among the Debtors, their senior secured lenders, and the Creditors' Committee, and formal litigation efforts and attendant discovery; (c) prepared a business plan and related materials, which together lay the foundation for ongoing operations; (d) continued marketing substantially all of the Debtors' assets postpetition, including contacting 149 potentially interested parties, negotiating and executing confidentiality agreements with 43 parties, coordinating substantial due diligence efforts of certain such parties (including management and customer presentations), and receiving multiple indications of interest; (e) prepared a motion to approve the sale of substantially all of their assets, which was filed contemporaneously with the exclusivity motion; (f) negotiated, sought and received court approval for, and executed a replacement factoring agreement after an existing agreement was terminated upon filing, ensuring compliance with the DIP Budget, providing certainty regarding the timing and amount of cash receivables, and providing essential liquidity to support the Debtors business operations; and (g) promptly completed their schedules of assets and liabilities and statements of financial affairs, which were filed on December 4, 2017, and filed a motion for entry of an order establishing claims bar dates in these chapter 11 cases to facilitate the timely administration of their claims pool. Therefore, the Debtors request a 120-day extension of the Exclusivity Periods to allow them to focus on continuing to advance the process and preclude the costly disruption and instability that would occur if competing plans were to be proposed. A hearing will be held on January 17, 2018 at 11:00 a.m. during which time the Court will consider extending the Debtors' exclusive periods. Any response or objection to the requested extension must be filed with the Bankruptcy Court on or before January 10, 2018. About GST Autoleather, Inc. Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent, Ernst & Young LLP, as tax advisors. Deloitte & Touche LLP, as independent auditor. On Oct. 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Christopher M. Samis, L. Katherine Good, Aaron H. Stulman, Christopher A. Jones and David W. Gaffey of Whiteford Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson, John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley & Lardner LLP. Royal Bank of Canada is represented by Andrew V. Tenzer of Paul Hastings LLP. H MELTON VENTURES: DOJ Watchdog Seeks Appointment of Trustee ------------------------------------------------------------ The U.S. Trustee for Region 6 asks the U.S. Bankruptcy Court for the Northern District of Texas for an order directing appointment of Chapter 11 Trustees for the estates H. Melton Ventures, LLC, and for Henry James Melton, II, and for an order converting the case of Michael Warden to Chapter 7. Henry J. Melton, II is the 90% member of Melton Ventures while Michael G. Warden is the 10% member. On October 14, 2017, Melton and Warden filed their own individual chapter 11 cases, Case Nos. 17-44206-RFN-11 and 17-33888-SGJ-11, respectively. A related case, H. Melton Ventures RD, LLC, case no. 17-44521-MXM-11, was also filed on November 6, 2017. Subsequently, on November 29, 2017, the Court entered an order directing joint administration of all four debtors under lead case In re H. Melton Ventures, LLC, Case no. 17-43922-RFN-11. In 2016, X-Extreme Construction & Rehab, Inc. filed a lawsuit against the Debtors in Dallas County District Court, 134th Judicial District, Case No. 16-09291, alleging that it had performed repairs on Mr. Melton's personal residence but that Mr. Melton refused to pay for the work. The Debtors did not respond to the lawsuit, and the State Court entered a judgment on October 6, 2016 finding Debtors jointly and severally liable in the aggregate sum of $205,832. Consequently, X-Extreme sought the appointment of a receiver in the State Court Lawsuit Because the Debtors did not satisfy the judgment. On April 25, 2017, the State Court entered an order directing the appointment of Andrew R. Korn as receiver under the Texas Civil Practices Remedies Code. The receivership order provided Mr. Korn with broad powers and directed the Debtors to turn over all non-exempt property and records to Mr. Korn within five days of entry of the order. The receivership order gave Mr. Korn a lien on any partnership and membership interests held by the Debtors, with a right to receive any distributions from such interests. However, the Debtors did not comply with the receivership order. Mr. Korn filed a motion for criminal contempt, and the State Court set a hearing on Mr. Korn's motion for October 17, 2017. Subsequently, Mr. Korn filed his motion to excuse turnover of estate assets under Section 543(d). The U.S. Trustee intends to object to Mr. Korn’s turnover motion contemporaneously with the filing of this motion. The U.S. Trustee asserts that the insiders of Melton Ventures are conflicted from managing the assets of the estate. Melton Ventures listed, among its assets, possible causes of action against its own members for mismanagement -- this creates an inherent conflict of interest. Specifically, the U.S. Trustee points out that Melton Ventures admitted to pre-petition mismanagement when it scheduled possible causes of action against its own members for "negligence or mismanagement or breach of duty, including right of setoff." Mr. Warden -- who testified as Melton Ventures' representative at the November 17, 2017 Section 341 meeting -- admitted that he and Mr. Melton did not properly manage the business prior to filing. Mr. Melton and Mr. Warden are conflicted from pursuing such causes of action against themselves on behalf of Melton Ventures. As such, the U.S. Trustee asserts that a neutral third party trustee should be appointed to pursue such causes of action. The U.S. Trustee avers that these same insiders -- who are also individual chapter 11 debtors -- mismanaged the assets of Melton Ventures by permitting the Havana Social Club TABC license to lapse. Havana Social Club is a cigar bar located at American Airlines Center in Dallas, Texas. Mr. Warden testified at the 341 meeting that he and Mr. Melton are the sole employees of Havana Social Club. The Havana Social Club was cited on August 5, 2017 for failure to maintain an acceptable conduct surety bond, which led to the cancellation of TABC license number MB953970. The U.S. Trustee contends that the Debtors failed to comply with a pre-petition State Court Order directing them to turnover assets and information to a Receiver, which raises questions about their ability to comply with Bankruptcy Code requirements. The U.S. Trustee claims that the Debtors filed for chapter 11 bankruptcy to forestall the State Court proceeding on a Receiver's motion for criminal contempt. The Debtors had been directed in April 25, 2017 to comply with a State Court Order directing them to turn over assets and records to Mr. Korn, who had been appointed by the State Court to collect and liquidate assets for the benefit of a judgment creditor. Even though Debtors were represented at the time, they did not comply with the order. Furthermore, the Debtors' bankruptcy schedules and statement of financial affairs contain numerous inaccuracies and omissions. Melton Ventures did not accurately disclose payments to insiders in the two years before filing on its SOFA. Mr. Melton averred on Schedule J that he earned $8,500 in pension revenue, although he is not due to receive such income for another four years. Mr. Melton also failed to disclose the sale of his house in the year before the filing of his bankruptcy and the disposition of assets from that sale. Counsel for Melton Ventures and Mr. Melton have informed the United States Trustee that they do not oppose entry of an order directing appointment of chapter 11 trustees. As such, the U.S. Trustee asserts that separate trustees should be appointed in each case given possible conflicts of interests arising between the Melton Ventures, Melton, and Warden bankruptcy estates. The U.S. Trustee also believes that Mr. Melton appears to be using a bank account belonging to Worst Behavior LLC, which is a Melton Ventures entity. Cause exists therefore exists for a different trustee for each estate. The U.S. Trustee claims that cause exists to convert Mr. Warden's bankruptcy to 7 given that there is no reasonable likelihood of Mr. Warden funding a plan of reorganization. Mr. Warden's only income comes from the Havana Social Club, which is not sufficient to fund a plan of reorganization. The U.S. Trustee contends that a chapter 7 trustee may be able to negotiate with the Melton Ventures trustee to determine how much, if any, monies, may be used to pay Mr. Warden's creditors from his ownership interest. The U.S. Trustee contends that Mr. Warden's bankruptcy paperwork is rife with inaccuracies; for example, he listed a post office box as his resident on his petition; failed to disclose an interest in a vehicle; provided incomplete information about his employment or dependents; and declared on his statement of financial affairs that he has earned no money on SOFA 4 or 5 -- which constitutes additional cause to convert Mr. Warden's case to chapter 7. The U.S. Trustee is represented by: Erin Marie Schmidt, Esq. Trial Attorney Office of the United States Trustee 1100 Commerce Street, Room 976 Dallas, Texas 75242 Phone: (214) 767-1075 Email: Erin.Schmidt2@usdoj.gov About H Melton Ventures, LLC H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43922) on Sept. 28, 2017, estimating $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Warden, its manager. Chapter 11 petitions were also filed by Michael G. Warden (Case No. 17-33888) and Henry J. Melton, II (Case No. 17-44206). The Hon. Russell F. Nelms presides over the case. David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy counsel to the Holding Company, H Melton Ventures, LLC. The Debtors, Henry J. Melton II and H. Melton Ventures RD, LLC, hired Wiley Law Group, PLLC, as counsel. HAMKEI GENERATION: Unsecureds to be Paid $425 Monthly for 8 Years ----------------------------------------------------------------- Hamkei Generation, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement for its plan of reorganization dated Dec. 19, 2017. Class 9 under the plan consists of the general unsecured claims. The Debtor will pay the General Unsecured Creditors a pro-rata share of $425 per month, commencing on the 20th day of the 12th full month following the Effective Date and continuing by the 20th day of each subsequent month for a total of 96 months but in no event will a Holder of Class 9 General Unsecured Claim receive more than 100% of its Allowed Class 9 General Unsecured Claim plus annual interest at the rate of 4.25%. The Debtor will fund the Plan from the continued operation of the gas station and convenience store. The Debtor will fund administrative claims from the "new value" set forth in Class 10 or from contributions from Kennin Sato or his friends or family members if Class 10 is not applicable. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/ganb17-11361-63.pdf About Hamkei Generation Hamkei Generation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-11361) on June 26, 2017. Kennin Sato, CEO and president, signed the petition. Hamkei Generation is a small business debtor as defined in 11 U.S.C. Section 101 51D) engaged in the retail-convenience stores business. It operates a gas station and convenience store located at 505 Vernon Street, Lagrange, Troup County, Georgia 30240. The Debtor was formed in 2006 and acquired the store as an operating business together with the real property. At the time of the filing, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Homer W. Drake presides over the case. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, serves as the Debtor's legal counsel. HARD ROCK EXPLORATION: HNB Has Lien on All Assets, Court Says ------------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia addresses the motion by Debtors Hard Rock Exploration, Inc., and affiliates to use cash collateral. The Court held hearings on the cash collateral motion on Sept. 28 and Oct. 4, 2017, and requested further briefing. The Huntington National Bank filed its post-hearing brief and then a follow-up brief. The Court presently takes on the extent of HNB's lien and the extent of the Debtors' assets that constitute collateral. HNB's interest in the Debtors' property is set forth in the Deeds of Trust, which have been recorded in various counties, and the UCC-1 Financing Statements filed with the West Virginia Secretary of State. The Court notes that at the outset, one consideration seems apparent: the parties' mutual intention was for HNB ito have a lien on every asset owned by the Debtors, given the $26 million scale resulting from the ongoing draw and lending relationship. In order to see the extent to which that objective was accomplished, the Court turned to the documentary web consisting of the Deeds of Trust and Financing Statements. The Court finds that the language in the Deeds of Trust neither ambiguous nor difficult to understand. HNB has a lien on all of the property listed in Exhibit A. The next sentence, line (b), does not modify and is not modified by line (a), because there is no modifying contraction between the two. They are separate and distinct entries in list form. Thus, "Gas System" and "Gas Contracts" are not modified by or limited to the "Lands described in Exhibit A." The entire gas system and any and all contracts relating to the production, processing, storage, or transportation of gas produced by the gas system are encompassed within line (b) of the Deeds of Trust. This would mean, for example, that HNB has a lien on any interest of the Debtors in any contracts dealing with the management of wells in the system, along with transportation and sale of gas. HNB also has a lien in any related fixtures, and in the gas itself, as the "as extracted collaterals" indicates. Most importantly, HNB has a lien on any cash or proceeds following from the Gas System or any Gas Contract, as listed in line (d), which includes "the proceeds and products of the foregoing." And that final word -- "foregoing" -- means that line (d) is modified by its three predecessor lines. Thus, any product or proceed from any collateral on lines (a)- (c) is captured by HNB's lien. And, inasmuch as West Virginia recognizes after-acquired property clauses, the language indicates that HNB has a lien on any asset acquired by the Debtors following the effective date of the Deeds of Trust. There is no question that the security producing instruments before the Court provide HNB with a lien on all assets of the Debtors, along with any asset of the like that may be acquired in the future. That is the only natural reading of the subject provisions in the Deeds of Trust. It is also consistent with the nature of the lending relationship. The liens secure a line of credit, which is an obligation that does not naturally reduce over time in a situation like this, as a mortgage would. Thus, it makes perfect sense that after-acquired property would be covered under the Deeds of Trust and HNB's lien would continue to be secured, regardless of which gas wells or gas contracts or operating agreements or real property the Debtors sold or bought or lost or gained during the entire lending relationship. A full-text copy of Judge Volk's Decision dated Dec. 18, 2017 is available at: http://bankrupt.com/misc/wvsb2-17-20459-264-2.pdf About Hard Rock Exploration Founded in 2003, Hard Rock Exploration, Inc., and its affiliates provide oil and gas exploration and production services in Virginia and West Virginia. Hard Rock focuses on drilling horizontal wells. Hard Rock Exploration, Inc., and its affiliates filed a Chapter 11 petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5, 2017. The affiliates are Caraline Energy Company (Bankr. S.D. W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va. 17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463) and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464). The petitions were signed by James L. Stephens, the Debtors' president. At the time of filing, Hard Rock estimated $10 million to $50 million in assets and liabilities. Caraline Energy estimated $10 million to $50 million in assets and liabilities. The Hon. Frank W. Volk presides over the case. The Debtors are represented by Christopher S. Smith, Esq. of Hoyer, Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler Bell PLLC. The Office of the U.S. Trustee on Oct. 18 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Hard Rock Exploration, Inc. The committee members are: (1) Richard L. Wilson; (2) John M. Dosker; and (3) Jim Schwab Pi Star Communications. HOVNANIAN ENTERPRISES: Incurs $332.2M Net Loss in Fiscal 2017 ------------------------------------------------------------- Hovnanian Enterprises, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $332.2 million on $2.45 billion of total revenues for the year ended Oct. 31, 2017, compared to a net loss of $2.81 million on $2.75 billion of total revenues for the year ended Oct. 31, 2016. As of Oct. 31, 2017, Hovnanian Enterprises had $1.90 billion in total assets, $2.36 billion in total liabilities and a total stockholders' deficit of $460.37 million. According to Hovnanian, "Our ability to meet our debt service and other obligations will depend upon our future performance. We are engaged in businesses that are substantially affected by changes in economic cycles. Our revenues and earnings vary with the level of general economic activity in the markets we serve. Our businesses are also affected by customer sentiment and financial, political, business, and other factors, many of which are beyond our control. The factors that affect our ability to generate cash can also affect our ability to raise additional funds for these purposes through the sale of equity securities, the refinancing of debt, or the sale of assets. Changes in prevailing interest rates may affect our ability to meet our debt service obligations to the extent we have any floating rate indebtedness. A higher interest rate on our debt service obligations could result in lower earnings or increased losses. "Our sources of liquidity are limited and may not be sufficient to meet our needs. "We are largely dependent on our current cash balance and future cash flows from operations (which may not be positive) to enable us to service our indebtedness, to cover our operating expenses, and/or to fund our other liquidity needs. Cash provided from operating activities in fiscal 2017 and fiscal 2016 were $297.6 million and $387.7 million, respectively. Depending on the levels of our land purchases, we could generate negative or positive cash flow in future years. In 2016, we used a significant portion of cash to repay debt because financing was unavailable to us in the capital and loan markets. If the homebuilding industry does not experience improved conditions over the next several years, our cash flows could be insufficient to fund our obligations and support land purchases; if we cannot buy additional land we would ultimately be unable to generate future revenues from the sale of houses. In addition, we will need to refinance all or a portion of our debt on or before maturity including amounts outstanding under our unsecured revolving credit facility which matures in 2018, $369 million principal of unsecured senior notes which will mature during calendar year 2019, and our $75 million Term Loan which will mature in 2019 (subject to earlier maturity if our 7.0% Senior Notes due 2019 have not been refinanced with a maturity date after January 15, 2021), which we may not be able to do on favorable terms or at all. If our cash flows and capital resources are insufficient to fund our debt service obligations (pursuant to the terms of certain of our senior secured notes we generally must refinance our unsecured senior notes due 2019 and may not use cash to satisfy our obligations thereunder) or we are unable to refinance our indebtedness, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital, or restructure our indebtedness. These alternative measures may not be successful or, if successful, made on desirable terms and may not permit us to meet our debt service obligations. We have also entered into certain cash collateralized letters of credit agreements and facilities that require us to maintain specified amounts of cash in segregated accounts as collateral to support our letters of credit issued thereunder. If our available cash and capital resources are insufficient to meet our debt service and other obligations, we could face liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or the proceeds from the dispositions may not be permitted under the terms of our debt instruments to be used to service indebtedness or may not be adequate to meet any debt service obligations then due. "Our cash flows, liquidity and consolidated financial statements could be materially and adversely affected if we are unable to obtain letters of credit. "Our homebuilding operations often require us to obtain letters of credit. We have an unsecured revolving credit facility under which letters of credit may be issued, which matures in 2018. We also have certain stand-alone letter of credit facilities and agreements pursuant to which letters of credit are issued. However, we may need additional letters of credit above the amounts provided under these facilities and agreements. If we are unable to obtain such additional letters of credit as needed to operate our business, we may be adversely affected, particularly in light of the upcoming maturity of our unsecured revolving credit facility. "We may have difficulty in obtaining the additional financing required to operate and develop our business. "Our operations require significant amounts of cash, and we may be required to seek additional capital, whether from sales of debt or equity securities or borrowing additional money, for the future growth and development of our business. The terms and/or availability of additional capital is uncertain. Moreover, the agreements governing our outstanding debt instruments contain provisions that restrict the debt we may incur in the future (including a requirement (i) to refinance our 7% Senior Notes due 2019 and 8% Senior Notes due 2019 (the "Existing Unsecured Notes") with indebtedness that may not be scheduled to mature earlier than our 10.50% Senior Notes due 2024 or equity, subject to an exception for up to $50 million of cash repurchases and (ii) in our $75.0 million senior secured term loan facility (the "Term Loan Facility") and the 9.50% Senior Secured Notes due 2020 that any new or refinancing indebtedness may not be scheduled to mature earlier than specified dates in 2021) and our ability to pay dividends on equity. If we are not successful in obtaining sufficient capital, it could reduce our sales and may hinder our future growth and results of operations. In addition, pledging substantially all of our assets to support our term loans and our senior secured notes may make it more difficult to raise additional financing in the future. "Restrictive covenants in our debt instruments may restrict our and certain of our subsidiaries' ability to operate, and if our financial performance worsens, we may not be able to undertake transactions within the restrictions of our debt instruments." A full-text copy of the Form 10-K is available for free at: https://is.gd/IwwTLS About Hovnanian Enterprises Hovnanian Enterprises, Inc. (NYSE:HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also a builder of active lifestyle communities. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of Default Rating to 'Caa2-PD'. The downgrade of the Corporate Family Rating reflects Moody's expectation that Hovnanian will need to dispose of assets and seek alternative financing methods in order to meet its upcoming debt maturity wall. In July 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Hovnanian Enterprises Inc. The rating outlook is negative. The negative outlook reflects the potential for a downgrade over the next 12-18 months if it appears Hovnanian will experience difficulty or delays raising capital through land banking arrangements, joint ventures, or other transactions in amounts sufficient to meet upcoming debt maturities. In July 2017, Fitch Ratings affirmed the ratings of Hovnanian Enterprises, including the company's Long-term Issuer Default Rating (IDR) at 'CCC'. HOVNANIAN ENTERPRISES: Obtains $125M Financing Commitment from GSO ------------------------------------------------------------------ Hovnanian Enterprises, Inc., has entered into financing commitments with GSO Capital Partners LP, Blackstone's credit platform, certain funds managed or advised by it to refinance certain of the Company's debt securities maturing in 2019 and to purchase $25 million of the Company's secured debt securities. In connection with this agreement, the Company will pay down certain debt securities coming due in the next one to two years, which will be replaced with longer-term financing, most of which will not be due until 2026 and beyond. In addition to these refinancings, the GSO parties have committed to provide the Company with a new $125 million senior secured first lien revolving credit facility. The Company intends to use $75 million of this revolving credit facility to refinance its current $75 million first priority secured term loan subsequent to the expiration of such term loan's no-call period in September of 2018. The remaining portion of the credit facility will be available to the Company for general corporate purposes and provide the Company with additional financial flexibility. According to Hovnanian, its senior management and Board of Directors thoroughly evaluated a range of available options to strategically manage the Company's debt obligations, with several financial firms competing to refinance the Company's existing debt. After careful review and due diligence, the Company decided to pursue the refinancing transactions with GSO. "We continue to take steps to de-risk our balance sheet and enhance our financial flexibility in support of our long-term operations. We are pleased to enter into these financing and refinancing transactions with affiliates of GSO, the credit platform of Blackstone, one of the preeminent investment firms in the world," said Ara Hovnanian, president, chief executive officer and Chairman of Hovnanian. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company -- http://www.khov.com/-- is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also a builder of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million on $2.45 billion of total revenues for the year ended Oct. 31, 2017, compared to a net loss of $2.81 million on $2.75 billion of total revenues for the year ended Oct. 31, 2016. As of Oct. 31, 2017, Hovnanian Enterprises had $1.90 billion in total assets, $2.36 billion in total liabilities and a total stockholders' deficit of $460.37 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of Default Rating to 'Caa2-PD'. The downgrade of the Corporate Family Rating reflects Moody's expectation that Hovnanian will need to dispose of assets and seek alternative financing methods in order to meet its upcoming debt maturity wall. In July 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Hovnanian Enterprises Inc. The rating outlook is negative. The negative outlook reflects the potential for a downgrade over the next 12 to 18 months if it appears Hovnanian will experience difficulty or delays raising capital through land banking arrangements, joint ventures, or other transactions in amounts sufficient to meet upcoming debt maturities. In July 2017, Fitch Ratings affirmed the ratings of Hovnanian Enterprises, including the company's Long-term Issuer Default Rating (IDR) at 'CCC'. HOVNANIAN ENTERPRISES: Offers to Exchange up to $185M Senior Notes ------------------------------------------------------------------ Hovnanian Enterprises, Inc., said that its wholly-owned subsidiary, K. Hovnanian Enterprises, Inc., has commenced a private offer to exchange up to $185,000,000 aggregate principal amount of the Issuer's outstanding 8.000% Senior Notes due 2019 for (1) cash, (2) its newly issued 13.5% Senior Notes due 2026 and (3) its newly issued 5.0% Senior Notes due 2040 on the terms and subject to the conditions set forth in a Confidential Offering Memorandum, dated Dec. 28, 2017, and in the related Letter of Transmittal. The Exchange Offer will expire at 11:59 p.m., New York City time, on Jan. 29, 2018, unless extended or earlier terminated. Holders of the Existing Notes must validly tender their Existing Notes at or before the Expiration Time in order to be eligible to receive the Exchange Consideration. Existing Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time on Jan. 29, 2018, unless extended, but not thereafter, unless required by applicable law. In exchange for each $1,000 principal amount of Existing Notes and integral multiples thereof validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) prior to the Expiration Time, and accepted by the Company in an amount not to exceed the Maximum Tender Amount, participating holders of Existing Notes will receive (1) an amount of cash equal to the product of (a) $1,000 multiplied by (b) the quotient of (i) $26,000,000 divided by (ii) the total principal amount of the Existing Notes validly tendered in connection with the Exchange Offer, (2) an additional amount in cash equal to the product of (a) the Cash Amount multiplied by (b) 0.02000, (3) the principal amount of New 2026 Notes equal to the product of (a) the sum of (i) $1,000 minus (ii) the Cash Amount multiplied by (b) 0.62827 and (4) the principal amount of New 2040 Notes equal to the product of (a) the sum of (i) $1,000 minus (ii) the Cash Amount multiplied by (b) 0.62500. An aggregate of $26,000,000 in principal amount of the Existing Notes that are validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) will be purchased by K. Hovnanian at Sunrise Trail III, LLC, one of the Issuer's wholly-owned subsidiaries. The Subsidiary Purchaser will be responsible for the cash component of the Exchange Consideration to be paid in connection with the Exchange Offer. Holders of Existing Notes validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) and accepted by the Company will not be entitled to receive accrued and unpaid interest, if any, on their exchanged Existing Notes. Holders will only be entitled to receive the Exchange Consideration for all Existing Notes validly tendered by such holder prior to the Expiration Time (and not validly withdrawn prior to the Withdrawal Deadline) and accepted by the Company. The aggregate Exchange Consideration in respect of each participating holder for all Existing Notes validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) and accepted by us will be rounded down, if necessary, to $2,000 or the nearest whole multiple of $1,000 in excess thereof. This rounded amount will be the principal amount of New Notes you will receive as part of the Exchange Consideration, and no additional cash will be paid in lieu of any principal amount of New Notes not received as a result of such rounding down. Any such adjustment will apply to all Existing Notes tendered and accepted in the Exchange Offer. Subject to the terms and conditions of the Exchange Offer being satisfied or waived (if applicable), the Hovnanian Parties will, after the Expiration Time, accept for exchange all Existing Notes validly tendered prior to the Expiration Time (and not validly withdrawn before the Withdrawal Deadline) in an amount not to exceed the Maximum Tender Amount. If Existing Notes are validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) prior to the Expiration Time in an aggregate principal amount in excess of the Maximum Tender Amount, such tendered Existing Notes will be subject to proration and only an aggregate principal amount of Existing Notes equal to the Maximum Tender Amount will be accepted for exchange on a pro rata basis. The Hovnanian Parties expect to pay the Exchange Consideration for the Existing Notes and issue the New Notes within three business days of the Expiration Time. In connection with the Exchange Offer, the Company and the Issuer also entered into a commitment letter with GSO Capital Partners LP, on its behalf and on behalf of certain funds managed, advised or sub-advised by it. Pursuant to the Commitment Letter, the GSO Commitment Parties will, among other things, provide the principal amount of each of the following credit facilities: (i) a senior unsecured term loan credit facility to be borrowed by the Issuer, pursuant to which the GSO Commitment Parties have committed to lend the Issuer $132.5 million of initial term loans on the settlement date of the Exchange Offer for purposes of refinancing the Issuer's 7.000% Senior Notes due 2019, and up to $80.0 million of delayed draw term loans for purposes of redeeming or repaying the Issuer's Existing Notes, at or prior to maturity, that do not participate in the Exchange Offer, in each case upon the terms and subject to the conditions set forth therein, and (ii) a senior secured first lien revolving credit facility to be borrowed by the Issuer, pursuant to which the GSO Commitment Parties have committed to lend to the Issuer up to $125.0 million of senior secured first priority revolving loans to fund the repayment of the Issuer's $75.0 million senior secured term loan facility and for other general corporate purposes, upon the terms and subject to the conditions set forth therein. In addition, pursuant to the Commitment Letter, the GSO Commitment Parties have committed to purchase, and the Issuer has agreed to issue and sell, on Jan. 15, 2019 (or such later date within five business days as mutually agreed by the parties working in good faith), $25.0 million in aggregate principal amount of the Issuer's 10.500% Senior Secured Notes due 2024, upon the terms and subject to the conditions set forth therein. The Hovnanian Parties' obligation to accept for exchange any Existing Notes validly tendered and not validly withdrawn before the Withdrawal Deadline pursuant to the Exchange Offer is conditioned upon the satisfaction or, if applicable, waiver of certain conditions, which are more fully described in the Offering Memorandum, including, among others, (1) entry into and effectiveness of the Financing Arrangements, (2) at least $140.0 million in aggregate principal amount of the Existing Notes having been validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) by holders thereof, including GSO, prior to the Expiration Time and accepted by the Company, (3) the Support Agreement (as defined below) being in full force and effect, (4) receipt of consents from a majority of the outstanding principal amount of each the Issuer's 10.000% Senior Secured Notes due 2022 and the 10.500% Notes to certain proposed amendments to the indenture governing the 10.000% Notes and the 10.500% Notes and (5) certain other conditions, including the absence of certain specified judicial or regulatory outcomes regarding the Exchange Offer. Documents relating to the Exchange Offer will only be distributed to holders of Existing Notes who complete a letter of eligibility confirming that they are within the category of holders that are eligible to participate in this private offer. To access the letter of eligibility, click on the following link: http://gbsc-usa.com/eligibility/khov. On Dec. 28, 2017, the Company, the Issuer and the Subsidiary Purchaser also entered into a support agreement with certain of the GSO Commitment Parties, pursuant to which such GSO Commitment Parties have agreed to participate in the Exchange Offer. Pursuant to the terms of the Support Agreement, such GSO Commitment Parties have agreed to tender (i) $106,378,000 in aggregate principal amount of the Existing Notes owned on the date of the Support Agreement, (ii) $20,440,000 in aggregate principal amount of the Existing Notes beneficially owned on the date of the Support Agreement that are subject to a repurchase agreement and (iii) any Existing Notes acquired after such date. The obligations of such GSO Commitment Parties to tender their Existing Notes in the Exchange Offer are generally subject to the terms and conditions set forth in the Support Agreement, as more fully described therein, which include requirements for the Issuer to consummate the Exchange Offer upon the terms and conditions set forth in the Exchange Offer Documents and limitations on the Company and the Issuer from making certain material modifications, amendments or waivers to the terms and conditions of the Exchange Offer and the Exchange Offer Documents without such GSO Commitment Parties' prior consent. The obligations under the New Notes will be fully and unconditionally guaranteed by the Company, and substantially all of its subsidiaries, other than the issuer of the New Notes, the Subsidiary Purchaser, the Company’s home mortgage subsidiaries, certain of its title insurance subsidiaries, joint ventures, subsidiaries holding interests in joint ventures and its foreign subsidiary. The New 2026 Notes will bear interest at the rate of 13.5% per year, accruing from the date of issuance. Interest on the New 2026 Notes will be payable on February 1 and August 1 of each year, beginning on Aug. 1, 2018. The New 2026 Notes will mature on Feb. 1, 2026. The New 2040 Notes will bear interest at the rate of 5.0% per year, accruing from the date of issuance. Interest on the New 2040 Notes will be payable on February 1 and August 1 of each year, beginning on Aug. 1, 2018. The New 2040 Notes will mature on Feb. 1, 2040. The indenture governing the New Notes contains limitations on actions with respect to the Purchased 8.0% Notes, including that, (A) the Issuer and the guarantors of the New Notes shall not, (i) prior to June 6, 2018, redeem, cancel or otherwise retire, purchase or acquire any Purchased 8.0% Notes or (ii) make any interest payments on the Purchased 8.0% Notes prior to their stated maturity, and (B) the Issuer and the guarantors of the New Notes will not, and shall not permit any of their subsidiaries to, (i) sell, transfer, convey, lease or otherwise dispose of any Purchased 8.0% Notes other than to any subsidiary of the Company that is not the Issuer or a guarantor of the New Notes or (ii) amend, supplement or otherwise modify the Purchased 8.0% Notes or the indenture under which they were issued with respect to the Purchased 8.0% Notes, subject to certain exceptions. In addition, the indenture governing the New Notes will provide that notwithstanding the above, at all times on or after June 6, 2018 and prior to the stated maturity of the Purchased 8.0% Notes, the Subsidiary Purchaser shall continue to own and hold at least the minimum denomination thereof. The Company may redeem some or all of the New Notes on or after the times, and at the redemption prices, specified in the Offering Memorandum. Global Bondholder Services Corporation is serving as the exchange agent and information agent for the Exchange Offer. Any question regarding procedures for tendering Existing Notes and requests for copies of the Exchange Offer Documents may be directed to Global Bondholder Services by phone at 866-470-4300 (toll free) or 212-430-3774. Additional information is available for free at: https://is.gd/vFIRz4 About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company -- http://www.khov.com/-- is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also a builder of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million on $2.45 billion of total revenues for the year ended Oct. 31, 2017, compared to a net loss of $2.81 million on $2.75 billion of total revenues for the year ended Oct. 31, 2016. As of Oct. 31, 2017, Hovnanian Enterprises had $1.90 billion in total assets, $2.36 billion in total liabilities and a total stockholders' deficit of $460.4 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of Default Rating to 'Caa2-PD'. The downgrade of the Corporate Family Rating reflects Moody's expectation that Hovnanian will need to dispose of assets and seek alternative financing methods in order to meet its upcoming debt maturity wall. In July 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Hovnanian Enterprises. The rating outlook is negative. The negative outlook reflects the potential for a downgrade over the next 12-18 months if it appears Hovnanian will experience difficulty or delays raising capital through land banking arrangements, joint ventures, or other transactions in amounts sufficient to meet upcoming debt maturities. In July 2017, Fitch Ratings affirmed the ratings of Hovnanian Enterprises, including the company's Long-term Issuer Default Rating (IDR) at 'CCC'. HOVNANIAN ENTERPRISES: Seeking OK to Amend $840M Notes Indenture ---------------------------------------------------------------- Hovnanian Enterprises, Inc., announced that its wholly owned subsidiary, K. Hovnanian Enterprises, Inc., has commenced the solicitation of consents to amend the indenture governing K. Hovnanian's 10.000% Senior Secured Notes due 2022 and 10.500% Senior Secured Notes due 2024. The Consent Solicitation with respect to each Series of Notes is a separate Consent Solicitation and is not conditioned upon the other Consent Solicitation. The Consent Solicitations are being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement, dated Dec. 28, 2017. As of the date of the Consent Solicitation Statement, the aggregate outstanding principal amount of the 2022 Notes was $440,000,000, and the aggregate outstanding principal amount of the 2024 Notes was $400,000,000. Each Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on Jan. 12, 2018, unless extended or earlier terminated. Holders of Notes who validly deliver consents to the applicable Proposed Amendments in the manner described in the Consent Solicitation Statement will be eligible to receive consent consideration equal to $2.50 per $1,000 principal amount of Notes for which consents have been validly delivered prior to the applicable Expiration Date (and not validly revoked). Holders providing consents after the applicable Expiration Date will not receive consent consideration. Consent consideration will be paid to consenting holders as promptly as practicable after the satisfaction or waiver of the conditions to the Consent Solicitations, as further described in the Consent Solicitation Statement. The purpose of the Consent Solicitations is to obtain from holders approval of the Proposed Amendments to eliminate the restrictions on the Company's ability to purchase, repurchase, redeem, acquire or retire for value K. Hovnanian's 7.000% Senior Notes due 2019 and 8.000% Senior Notes due 2019 and refinancing or replacement indebtedness in respect thereof contained in the indenture governing the Notes. The consummation of each Consent Solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including, without limitation, (i) the receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes of the applicable Series prior to the applicable Expiration Date and (ii) the execution and effectiveness of a supplemental indenture effecting the Proposed Amendments to the applicable Indenture. Consents may be revoked prior to the date the applicable supplemental indenture giving effect to the Proposed Amendments is executed and becomes effective (which, in each case, is expected to be promptly after receipt of the Requisite Consents for the applicable Series of Notes and may occur prior to the applicable Expiration Date if the Requisite Consents for such Series of Notes are received before then). If the Requisite Consents for a Series of Notes are received and the applicable supplemental indenture is executed and becomes effective, upon payment by K. Hovnanian of the consent consideration to the consenting holders of Notes of the applicable Series, the applicable Proposed Amendments will be operative and be binding upon all holders of Notes of the applicable Series, whether or not such holders have delivered Consents. A more comprehensive description of the Consent Solicitations can be found in the Consent Solicitation Statement. Requests for copies of the Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation, the Information and Tabulation Agent for the Consent Solicitations, at (212) 430-3774 (collect) or (866) 470-4300 (toll-free). K. Hovnanian's obligations to pay the consent consideration are set forth solely in the Consent Solicitation Statement. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company -- http://www.khov.com/-- is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also a builder of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million on $2.45 billion of total revenues for the year ended Oct. 31, 2017, compared to a net loss of $2.81 million on $2.75 billion of total revenues for the year ended Oct. 31, 2016. As of Oct. 31, 2017, Hovnanian had $1.90 billion in total assets, $2.36 billion in total liabilities and a total stockholders' deficit of $460.37 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of Default Rating to 'Caa2-PD'. The downgrade reflects Moody's expectation that Hovnanian will need to dispose of assets and seek alternative financing methods in order to meet its upcoming debt maturity wall. In July 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Hovnanian Enterprises Inc. The rating outlook is negative. The negative outlook reflects the potential for a downgrade over the next 12-18 months if it appears Hovnanian will experience difficulty or delays raising capital through land banking arrangements, joint ventures, or other transactions in amounts sufficient to meet upcoming debt maturities. In July 2017, Fitch Ratings affirmed the ratings of Hovnanian, including the company's Long-term Issuer Default Rating (IDR) at 'CCC'. HUMANIGEN INC: Has Deal to Swap $16.3 Million Debt for Equity ------------------------------------------------------------- Humanigen, Inc., has entered into definitive agreements with its lenders to, among other things, exchange the entire balance of approximately $16.3 million in term loans for common stock of the company. The transactions are expected to close in the first quarter of 2018 subject to the satisfaction of certain conditions contained in the definitive agreements. Humanigen will also receive a new $3 million investment from an affiliate of Black Horse Capital, one of the lenders, to fund the company and its transformational new strategy of developing the monoclonal antibodies lenzilumab and ifabotuzumab in the fast-growing and exciting areas of immunotherapy and oncology. The company has begun work with leading key opinion leaders in the chimeric antigen receptor T-cell (CAR-T) therapy field to advance lenzilumab into phase 1 trials for the prevention of neurotoxicity associated with CAR-T therapy. Lenzilumab is an antagonist of circulating granulocyte-macrophage colony-stimulating factor (GM-CSF). GM-CSF is thought to be a potential key factor in neurotoxicity, and perhaps other side-effects, associated with CAR-T therapy. By neutralizing circulating GM-CSF, and upon demonstrating meaningful effects on neurotoxicity without hampering the efficacy of CAR-T, lenzilumab has the potential to make CAR-T therapy: * safer by lessening neurotoxicity * more effective by allowing higher CAR-T doses, greater CAR-T expansion, and potentially reducing myeloid-derived suppressor cells (MDSC) that inhibit T cell function * a more routine out-patient procedure Humanigen also continues to enroll patients in its phase 1 study of lenzilumab for the treatment of chronic myelomonocytic leukemia (CMML), a rare hematologic cancer, with interim data expected in the first half of 2018. In addition, the other key asset in the Humanigen monoclonal antibody portfolio, ifabotuzumab, has been dosed in the first patient in an investigator-sponsored phase 0/1 radio-labeled imaging trial in glioblastoma multiforme (GBM), a particularly aggressive and deadly brain cancer. According to the investigators at the Olivia Newton-John Cancer Research Institute in Australia, the trial will seek to confirm the safety of ifabotuzumab and potentially determine the best dose to effectively penetrate brain tumors. The investigators expect 12 patients to participate in the trial, for which eligibility criteria are recurrent GBM and receipt of only one type of chemotherapy for disease recurrence. The company also is exploring partnering opportunities to enable further development of ifabotuzumab as a potential treatment for certain solid and hematologic cancers as an antibody-drug conjugate (ADC) and as a CAR-T construct. "This transaction resets Humanigen as a cutting-edge science immunotherapy and oncology biotechnology company," said Cameron Durrant, MD, chairman and CEO. "By following the recent, exciting, ground-breaking science related to lenzilumab's potential utility to help in CAR-T therapy, as well as a new clinical trial for ifabotuzumab, we are writing a new history for Humanigen driven by science to help patients with new medical innovations." At the transactions' closing, the company will issue 59,786,848 new shares of common stock to the lenders in exchange for the satisfaction and extinguishment of the company's obligations with respect to its outstanding secured loans. In addition, at closing, Humanigen will assign all of its assets and rights related to its former benznidazole drug candidate to a new entity formed and controlled by one of the lenders. As previously reported, these assets and rights are no longer relevant to the company's forward-looking business plan. The company will issue 32,028,669 new shares of common stock to an affiliate of Black Horse Capital for $3 million, of which $1.5 million in new capital is expected to be received by the company on Dec. 22, 2017 in the form of a secured loan that will be converted into common stock at the close. In total, these transactions provide $19.3 million of value to the company in return for the issuance of approximately 91.8 million shares of stock; common stock currently outstanding will represent 14% of the post-closing total outstanding shares. The total number of new shares to be issued to affiliates of Black Horse Capital at the closing of these transactions, when combined with their existing ownership stakes, will result in Black Horse Capital and its affiliates owning more than 50% of the company's outstanding shares of common stock. Additional information regarding the transaction is available for free at https://is.gd/auayAk About Humanigen, Inc. Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc., (OTCQB: HGEN), -- http://www.humanigen.com/-- is a biopharmaceutical company focused on advancing medicines for patients with neglected and rare diseases through innovative, accelerated business models. Lead compounds in the portfolio are benznidazole for the potential treatment of Chagas disease in the U.S., and the proprietary monoclonal antibodies, lenzilumab and ifabotuzumab. Lenzilumab has potential for treatment of various rare diseases, including hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). Humanigen is based in Brisbane, California. KaloBios filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months later. HORNE LLP, in Ridgeland, Mississippi, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. KaloBios reported a net loss of $27.01 million in 2016, following a net loss of $35.37 million in 2015. As of Sept. 30, 2017, Humanigen had $2.56 million in total assets, $24.14 million in total liabilities and a total stockholders' deficit of $21.57 million. HYDROSCIENCE TECHNOLOGIES: Seeks Sale of All Assets to Seamap ------------------------------------------------------------- Hydroscience Technologies, Inc. ("HTI"), and Solid Seismic, LLC, ask the US Bankruptcy Court for the Northern District of Texas to authorize the sale of all or virtually all of their assets associated with or related to their intellectual property to Seamap USA, LLC for (i) $3 million in cash; (ii) waiver or subordination of distribution on POC No. 31 filed by Mitsubishi Heavy Industries, Ltd. ("MHI") against HTI in the amount of $7.33 million; (iii) waiver or subordination of distribution on POC No. 30 filed by Seamap Pte, Ltd. against HTI in the amount of $3.95 million; (iv) payment by the Debtors of $500,000 to Tokio Marine & Nichido Fire Insurance Co. Ltd. on the Effective Date of the Debtors' Plan; and (vi) waiver or subordination of distribution on the rest of POC No. 32 filed by Tokio Marine against HTI in the amount of $4.62 million. The Debtors determined that the most appropriate course of action in the case was to market and attempt to sell their business to generate the maximum amount of funds possible for distribution to creditors. Early in their case, the Debtors engaged sale and financial advisors, CR3 Partners, LLC, to commence the marketing of their business. CR3 Partners undertook a number of sales efforts in relation to their assets, including sending out teasers to a large number of prospects, including strategic acquirers, financial buyers, private investors and other potential buyers. This process yielded nondisclosure agreements with several potentially interested parties, many of whom have requested and obtained access to the Debtors' online data room to perform due diligence. Although the Debtors continue to engage in discussions with other potentially interested parties, they do not believe such discussions will result in comparable or better offers for the sale of their assets. Instead, the proposed sale under the APA, which provides for the sale of the Purchased Assets to a newly-created, wholly-owned subsidiary of Mitcham Industries, Inc. ("MII") and would provide a substantial recovery to unsecured creditors through their Plan, represents the best offer received to date for the Debtors' assets in the opinion of the Debtors and their professionals. Moreover, because the Debtors have aggressively marketed and solicited offers for the sale of substantially all of their assets, including the Purchased Assets, they believe the likelihood of a bidding and auction process providing another viable purchaser that they haven't already identified is remote. Furthermore, because the proposed sale would provide a substantial recovery to unsecured creditors, and their continued business operations are consuming cash that would otherwise be available for distribution to creditors, the Debtors need to expeditiously move forward with the proposed sale. As a result, they're ot requesting bidding procedures and do not intend to hold an auction relating to the sale of their assets. Instead, they've incorporated the terms of the proposed sale into their Plan. The Debtors have filed the instant Motion to facilitate the sale of the Purchased Assets to the Buyer pursuant to their Plan. They've also entered into an Asset Purchase Agreement between the Debtors, MII, the Buyer, and MHI which provides for the sale of substantially all of the Debtors' assets to the Buyer. The sale pursuant to the APA will occur as part of the Debtors' Plan process, and remains subject to approval by the Court and confirmation of the Debtors' Plan. The material terms of the APA are: SEAMAP USA, LLC a. Purchased Assets: All of the Debtors' (i) intellectual property relating to their seismic streamer and recording system technology (including, e.g., all patents, patent applications, patent rights, all software, copyrights, and trade secrets relating thereto; (ii) certain specified equipment and hardware; (iii) documents relating to the intellectual property; (iv) the Debtors' rights under any employee invention and non-compete agreements; (v) their rights under any warranties or guarantees made by suppliers; and (vi) all rights, claims or causes of action relating to the Purchased Assets (except for the Debtors' accounts receivable) or any assumed liabilities. b. Purchase Price: (i) $3 million in cash; (ii) waiver or subordination of distribution on POC No. 31 filed by MHI against HTI in the amount of $7.33 million; (iii) waiver or subordination of distribution on POC No. 30 filed by Seamap Pte, Ltd. against HTI in the amount of $3.95 million; and (iv) payment by the Debtors of $500,000 to Tokio Marine & Nichido Fire Insurance Co. Ltd. on the Effective Date of the Debtors' Plan and waiver or subordination of distribution on the rest of POC No. 32 filed by Tokio Marine against HTI in the amount of $4.62 million. c. Closing Deadline: Fifty days after the filing of the Debtors' Plan and Disclosure Statement d. Terms: Free and clear of liens, claims, encumbrances, and interests A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Hydroscience_Technologies_161_Sales.pdf The Debtors and the Buyer are in the process of reviewing the Debtors' executory contracts and the Buyer will know, prior to closing, which executory contracts of the Debtors (if any) it wishes to acquire. All monetary defaults that must be cured under Section 365(b) as a pre-condition to the assumption and assignment of the Designated Contracts will be cured prior to the proposed closing. To assist in the assumption, assignment, and sale of the Designated Contracts, the Debtors ask that the Court enters an order providing that anti-assignment provisions in the Designated Contracts will not restrict, limit, or prohibit the assumption, assignment, and sale of the Designated Contracts and are deemed and found to be unenforceable anti-assignment provisions within the meaning of Section 365(f) of the Bankruptcy Code. The Debtors further ask that any order approving the Motion be effective immediately, thereby waiving the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. These waivers or eliminations of the 14-day stays are necessary for the sale to close as expeditiously as possible or, at the latest, prior to expiration of the Closing Deadline. The Purchaser, MII and Seamap Pte. can be reached at: MITCHAM INDUSTRIES, INC. 8141 SH Highway 75 South P.O. Box 1175 Huntsville, TX 77340 Facsimile: (936) 295-0382 Attn: Ro bert P. Capps, Co-CEO The Purchaser, MII and Seamap are represented by: Joseph J. Wielebinski, Esq. MUNCH HARDT KOPF & HARR, P.C. 500 N. Akard St., Suite 3800 Dallas, TX 75201 Facsimile: (214) 855-7584 MHI can be reached at: MITSUBISHI HEAVY INDUSTRIES, LTD. 16-1, 6-Chome, Hikoshima-Enoura-Cho Shimonoseki 750-8505 Japan Facsimile: 81-83-366-1810 Attn: Kazuma Nakamizo, Manager Shimooseki Procurement Group, Procurement Center, Shipbuilding & Ocean Development Division, Industry & Infrastructure - and - MITSUBISHI HEAVY INDUSTRIES AMERICA, INC. 20 East Greenway Plaza, Suite 830 Houston, TX 77046 Facsimile: (346) 308-8787 Attn: Tadaaki Matsunaga Corporate Secretary & General Coounsel - and - Jeremiah M. Mayfield, Esq. THOMPSON & KNIGHT LLP 1722 Routh St., Suite 1500 Dallas, TX 75201 Facsimile: (214) 880-3379 About Hydroscience Technologies Established in 1996, Hydroscience Technologies, Inc. -- http://www.seamux.com-- designs, manufactures, and delivers customized systems for various seismic applications for the commercial, government, and education agencies. In 2011, Solid Seismic, LLC, was formed to expedite and focus on product development, including solid cable and sensor technology. HTI owns all of the intellectual property of Solid Seismic with its 70% equity interest in the company. HTI and Solid Seismic sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-41442 and 17-41444) on April 3, 2017. The petitions were signed by Fred Woodland, manager of Solid Seismic. At the time of the filing, HTI estimated its assets at $10 million to $50 million and debt at $1 million to $10 million. Solid Seismic estimated its assets at $1 million to $10 million and debt at $10 million to $50 million. The cases are jointly administered before Judge Russell F. Nelms. No trustee, examiner or creditors' committee has been appointed. On Dec. 20, 2017, the Debtors' filed their Joint Chapter 11 Plan. INTERNATIONAL SHOPPES: Hires Fisher Rushmer as Attorney ------------------------------------------------------- International Shoppes, LLC, seeks authority from the United States Bankruptcy Court for the Middle District of Delaware , Orlando Division, to hire David R. McFarlin and Fisher Rushmer, P.A. as attorneys. Professional services required of Fisher Rushmer are: a. advise and counsel the debtor-in-possession concerning the operation of its business in compliance with Chapter 11 and orders of this Court; b. defend and prosecute causes of action on behalf of the debtor-in-possession; c. prepare, on behalf of the debtor-in-possession, all necessary applications, motions, reports, and other legal papers in the Chapter 11 case; d. assist in the formulation of a plan of reorganization and preparation of disclosure statement; and e. provide all services of a legal nature in the field of bankruptcy law. Fisher Rushmer received $12,110.00 as a retainer, which it will hold in trust for payment of post-bankruptcy fees and costs. David R. McFarlin attests that Fisher Rushmer does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. The counsel can be reached through: David R. McFarlin, Esq. FISHER RUSHMER, P.A. 390 N. Orange Avenue, Suite 2200 Post Office Box 3753 Orlando, FL 32801 Tel: (407) 843-2111 Fax: (407) 422-1080 Email: dmcfarlin@fisherlawfirm.com About International Shoppes Based in Windmere, Florida, International Shoppes, LLC, owns and operates a shopping center located at 5600-5752 International Drive, Orlando, FL 32819. The shopping center is across from the Universal Studios theme park. The company was incorporated in 2006. International Shoppes filed a Chapter 11 petition on December 4, 2017 (Bankr. M.D. Fla. Case No. 17-07549). The petition was signed by Abdul Mathin, chief restructuring officer. David R. McFarlin, Esq. at Fisher Rushmer, P.A. represents the Debtor as counsel. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. International Shoppes first sought bankruptcy protection on Oct. 21, 2010 (Bankr. M.D. Fla. Case No. 10-18809). ISLAMIC RESEARCH: Hires Kemet Hunt Law as Counsel ------------------------------------------------- Islamic Research and Humanitarian Services Center of America, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division, to hire Anu KMT of Kemet Hunt Law Group as its counsel. Anu KMT will represent the Debtor in connection with certain litigation commenced in the Circuit Court for Prince George's County, Maryland CAL 16-26471. Services required of Anu KMT are: (a) advise and represent the Debtor with respect to all matters and proceedings in this Chapter 11 case and to prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports, and other legal papers; (b) assist the Debtor in all bankruptcy issues which may arise in the administration of the Debtor's affairs, including representation at the first meeting of creditors, evaluation of assets, negotiations with creditors, interest groups, and any Official Committee of Unsecured Creditors, verification of claims, and asset disposition; (c) assist the Debtor with the preparation of and confirmation of a plan of reorganization; (d) assist the Debtor in the evaluation and prosecution of claims and litigation, including insurance coverage issues for the claims asserted against the Debtor; (e) provide legal services with respect to general corporate, tax, employee benefits, and other general non-bankruptcy matters to the extent not duplicative of work to be provided by other professionals; and (f) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with this Chapter 11 case and its business operations. Anu KMT standard hourly rates for work of this nature is $325. Anu KMT assures this Court that he is a "disinterested person" as that term is defined by 11 U.S.C. Sec. 101(14). The counsel can be reached through: Anu KMT, Esq. Kemet Hunt Law Group, Inc. 5000 Sunnyside Avenue, Suite 101 Beltsville, MD 20705 Phone: (301)982-0888 Email: akemet@kemethuntlaw.com About Islamic Research and Humanitarian Service Center of America Islamic Research and Humanitarian Service Center of America (IRHSCA) is a private, nonprofit (501C) academic and cultural institution, concerned with general issues of Islamic thought. Based in Capital Heights, Maryland, Islamic Research and Humanitarian Service Center of America filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 17-26335) on December 5, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Anu KMT, Esq. at Kemet Hunt Law Group, Inc. as counsel. KC7 GP: Voluntary Chapter 11 Case Summary ----------------------------------------- Affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- KC7 GP, LLC 18-40045 4800 Bryant Irvin Court Fort Worth, TX 76107 KC7 Partners, LLC 18-40046 4800 Bryant Irvin Court Fort Worth, TX 76107 KC7 Holdings, LLC 18-40049 4800 Bryant Irvin Court Fort Worth, TX 76107 Business Description: Each of KC7 GP, LLC, KC7 Partners, LLC and KC7 Holdings, LLC is an affiliate of KC7 Ranch, Ltd., owner of the "KC7 Ranch" property and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-45166). The Debtors are privately held companies that are headquartered in Fort Worth, Texas. Chapter 11 Petition Date: January 1, 2017 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Debtors' Counsel: Michael J. Sutherland, Esq. CARRINGTON COLEMAN SLOMAN & BLUMENTHAL, LLP 901 Main Street, Suite 5500 Dallas, TX 75202-3767 Tel: (214) 855-3069 Fax: (214) 855-1333 E-mail: msutherland@ccsb.com Estimated Assets and Liabilities: Assets Liabilities ---------- ----------- KC7 GP, LLC $50-mil.-$100-mil. $10-mil.-$50-mil. KC7 Partners $50-mil.-$100-mil. $10-mil.-$50-mil. KC7 Holdings $10-mil. -$50-mil. $10-mil.-$50-mil. The petitions were signed by Thomas F. Darden, president. The Debtors each did not file a list of 20 largest unsecured creditors together with the petition. Copies of the petitions are available for free at: http://bankrupt.com/misc/txnb17-40045.pdf http://bankrupt.com/misc/txnb17-40046.pdf http://bankrupt.com/misc/txnb17-40049.pdf LECTRUS CORPORATION: U.S. Trustee Forms Three-Member Committee -------------------------------------------------------------- Samuel K. Crocker, U.S. Trustee for Region 8, appointed three members to the official committee of unsecured creditors to the Chapter 11 cases of Lectrus Corp. and its affiliates. The Committee members are: (1) MEITEC, Inc. Peter E. Strenkowski, Esq., Sean B. Davis, Esq. Winstead PC 600 Travis Street, Suite 5200 Houston, TX 77002 Tel: (713) 650-8400 Fax: (713) 650-2400 E-mail: pstrenkowski@winstead.com sbdavis@winstead.com (2) Custom Air Products & Services, Inc. Attn: Bob Love 35 Southbelt Industrial Dr Houston TX 77047-7011 Tel: (713) 460-9009 Fax: (713) 460-9499 E-mail: blove@customairproducts.com (3) United Power & Control Systems, LLC Attn: Don M. Nelson P.O. Box 446 Spring, Texas 77383-0446 Tel: (281) 658-9603 E-mail: don@upandcs.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Lectrus Corporation Based in Chattanooga, Tennessee, Lectrus Corporation -- http://www.lectrus.com/-- designs and manufactures custom metal enclosures and electrical and mechanical integration serving the power, oil and gas, renewable energy, industrial, water and wastewater, transportation, military, mining, data centers, institutional, and commercial markets. Lectrus offers three tiers of products and services that provide its customers with a completely installed and integrated modular structure. Lectrus designs and constructs modular structures in three categories; skids, empty enclosures and enclosures with simple utilities. The company offers electrical and mechanical control systems integration services to augment the services customers receive from the original equipment and is qualified to create and supply control systems design solutions. It offers services for equipment maintenance, structural maintenance, and corrective maintenance. The company has two manufacturing facilities located in North America. Lectrus and its affiliate Lectrus Holding Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 17-15588) on Dec. 7, 2017. James P. Beers, vice president of finance, signed the petitions. At the time of the filing, Lectrus disclosed that it had estimated assets of $13.34 million and liabilities of $35.26 million. Lectrus Holding disclosed zero assets and liabilities totaling $20.55 million. Judge Nicholas W. Whittenburg presides over the cases. LIFE SETTLEMENTS: Case Summary & 7 Unsecured Creditors ------------------------------------------------------ Affiliates that filed voluntary petitions for relief and protection under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Life Settlements Absolute Return I, LLC 17-13030 2131 Woodruff Road Suite 2100-117 Greenville, SC 29607 Senior LS Holdings, LLC 17-13031 2131 Woodruff Road Suite 2100-117 Greenville, SC 29607 Business Description: Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC are privately held companies that purchase life insurance policies from policy holders. Their principal assets are located at 6th and Marquette Minneapolis, MN 55479. The Attilanus Fund I, L.P. owns 100% equity interest in Life Settlements Absolute. Chapter 11 Petition Date: December 29, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' Local Counsel: Evan T. Miller, Esq. Greg J. Flasser, Esq. BAYARD, P.A. 600 North King Street, Suite 400 Wilmington, DE 19801 Tel: 302-429-4227 Fax: 302-658-6395 E-mail: emiller@bayardlaw.com gflasser@bayardlaw.com Debtors' General Bankruptcy Counsel: Shane G. Ramsey, Esq. John T. Baxter, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 150 Fourth Avenue, North, Suite 1100 Nashville, TN 37219 E-mail: shane.ramsey@nelsonmullins.com john.baxter@nelsonmullins.com - and - Keith B. Poston, Esq. NELSON, MULLINS, RILEY & SCARBOROUGH LLP 1320 Main Street Columbia, SC 29201 Tel: (803) 255-9518 Fax: (803) 255-9038 E-Mail: keith.poston@nelsonmullins.com Debtors' Accountants: ELLIOTT DAVIS, LLC Contractor to the Equity Representative: CLEAR VIEW ADVISORS CORPORATION Estimated Assets and Liabilities: Assets Liabilities ---------- ----------- Life Settlements $10-mil.-$50-mil. $100-mil.-$500-mil. Senior LS $10-mil.-$50-mil $0-$50,000 Robert J. Davey, III, secretary/treasurer, signed the petitions: Life Settlements' List of Seven Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Beaver County Mezzanine Notes $14,000,000 Pension Plan 800 Third Street Beaver, PA 15009 Eastman Retirement Mezzanine Notes $1,000,000 Assistance Plan Trust c/o Elaine Stallworth Washington 100 N. Eastman Road Kingsport, TN 37760 Ensign Peak Advisors, Inc. Preference Notes $68,700,000 50 East North, Temple Fl 15 Salt Lake City, UT 84150 The Attilanus Fund I, LP Residual Notes $110,222,499 2131 Woodruff Road Suite 2100-117 Greenville, SC 29607 The Attilanus Fund I, LP Mezzanine Notes $8,600,000 2131 Woodruff Road Suite 2100-117 Greenville, SC 29607 The Berwyn Group Trade Debt $0 2 Summit Park Drive, Suite 610 Independence, OH 44131 Vertical Capital Trade Debt $0 Holdings, LLC 460 St. Michaels Dr., Suite 703 Santa Fe, NM 87505 Debtor Senior LS Holdings stated that it has no unsecured creditors. Full-text copies of petitions are available for free at: http://bankrupt.com/misc/deb17-13030.pdf http://bankrupt.com/misc/deb17-13031.pdf LIKLON GROUP: Hires Moretsky Law Firm as Counsel ------------------------------------------------ Liklon Group LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Moretsky Law Firm as counsel. The professional services that Moretsky will render are: a. advise the Debtor with respect to its rights and obligations pursuant to the Code; b. assist the Debtor to prepare and submit all necessary schedules and statement of financial affairs, as well as amendments thereto; c. represent the Debtor at the initial debtor interview, the first meeting of creditors and any and all Rule 2004 examinations; d. prepare all necessary applications, motions, answers, responses, orders, reports and any other type of necessary pleading or documents; e. assist the debtor in formulating and confirming a plan of reorganization and disclosure materials; and f. performing all other legal services for the Debtor which may be necessary or desirable in connection with this case. Alexander Moretsky attests that his firm is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14) and the firm has neither an adverse interest to the Debtor nor any connections to the Debtor's creditors, their attorneys or accountants or other parties in interest, the United States Trustee or any person employed in the office of the United States Trustee which would disqualify the firm from representing the Debtor in this case. In connection with the firm's retention, the Debtor's members, Larry Carey, Sr. and Shelene Carey, paid Moretsky $5,000 on December 4, 2017. Moretsky will bill at its normal hourly rates. Presently, the billing rate is $220.00 per hour for Alexander Moretsky and $125.00 per hour for Kevin Knapp, an associate with the firm. The firm can be reached through: Alex Moretsky, Esq. MORETSKY LAW FIRM 2617 Huntingdon Pike Huntingdon Valley, PA 19006 Phone: (215) 344-8343 Fax: (267) 571-2083 Email: amoretsky@moretskylaw.com About Liklon Group Based in Philadelphia, Pennsylvania, Liklon Group LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 16-18133) on December 4, 2017, listing under $1 million in assets and liabilities. The Debtor is represented by Alex Moretsky, Esq. at Moretsky Law Firm as counsel. LOMBARD PUBLIC: Court Amends Memorandum on Dec. 6 Decision ---------------------------------------------------------- Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois issued an amended memorandum opinion with regard to the motions to dismiss filed by Lord Abbett Municipal Income Fund, Inc. - Lord Abbett High Yield Municipal Bond Fund and United States Trustee Patrick Layng. Lord Abbett and the U.S. Trustee separately sought the dismissal of the bankruptcy case on the basis that the Debtor, the Lombard Public Facilities Corporation is ineligible to be a debtor under chapter 11 because it is a governmental unit. Mid- America Hotel Partners, L.L.C. and Subordinated Securities, L.L.C. have joined the motions to dismiss. In this memo, Judge Cox adds that the Monorail Court noted that the tax code definition of a governmental instrumentality is not the same as the Bankruptcy Code's: "[r]egardless of treatment under the tax code, however, the instrumentality test under the Bankruptcy Code is separate and independent." The motions to dismiss were denied on Dec. 6, 2017; those orders still stand. A full-text copy of the Judge Cox's Memorandum Opinion dated Dec. 18, 2017 is available at: http://bankrupt.com/misc/ilnb17-22517-268.pdf About Lombard Public Facilities Corp. 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 hired Adelman & Gettleman, Ltd. as bankruptcy counsel; and Klein Thorpe & Jenkins, Ltd. and Taft Stettinius & Hollister, LLP as special counsel. Epiq Bankruptcy Solutions, LLC is the noticing, claims, and/or solicitation agent. 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 advisor in the Chapter 11 case. LONG ISLAND ICED TEA: Insufficient Cash Raises Going Concern Doubt ------------------------------------------------------------------ Long Island Iced Tea Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $3.91 million on $1.55 million of net sales for the three months ended September 30, 2017, compared with a net loss of $4.89 million on $1.30 million of net sales for the same period in 2016. At September 30, 2017, the Company had total assets of $4,830,399, total liabilities of $4,208,248, and $622,151 in total stockholders' equity. Historically, the Company's cash generated from operations has not been sufficient to meet its expenses. The Company has financed its operations principally through the raising of equity capital, debt and through trade credit with its vendors. The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon obtaining additional financing. Management's plans include raising additional funds through equity offerings, debt financings, or other means. The Company believes that it will be able to raise sufficient additional capital to finance its planned operating activities, although there are no assurances that it will be able to raise such capital on terms acceptable to the Company or at all. If the Company unable to obtain sufficient amounts of additional capital, the Company may be required to reduce the scope of its planned market development activities, and/or consider reductions in personnel costs or other operating costs. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/T46M6D About Long Island Iced Tea Corp. Long Island Iced Tea Corp. is an American producer of many flavors of ready-to-drink iced teas based in Farmingdale, New York. MAMMOET-STARNETH: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Dec. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Mammoet-Starneth, LLC. About Mammoet-Starneth Mammoet-Starneth, LLC, based in Wilmington, Delaware, designs and constructs giant observation wheels and structures. Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12925) on Dec. 13, 2017. The Debtor estimated assets and liabilities in the range of $100 million to $500 million. The petition was signed by Christiaan Lavooij, manager. The case is assigned to Laurie Selber Silverstein. The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as its co-counsel. William Henrich, CRO, at Getzler Henrich & Associates, LLC, serves as the Debtor's restructuring advisor. MARIMED INC: Unit Secures $4 Million in Funding from Best Buds -------------------------------------------------------------- MariMed Advisors Inc., a subsidiary of MariMed Inc., has completed a $4 million loan financing. The loan transaction was completed by the issuance by MariMed Advisors of a secured $4 million principal amount promissory note to Best Buds Funding LLC. The note bears interest at the rate of 12% per annum, with interest payable monthly. The note is due and payable on or prior to June 18, 2018. If not fully paid by that date, the lender may elect to extend time for payment by up to six months, with interest at the rate of 14% per annum during any such extension period. The borrower may elect to prepay the note in whole or part at any time after March 18, 2018 without premium or penalty. In addition, the company issued three-year warrants to lender designees, exercisable at any time and from time to time through Dec. 18, 2020, to purchase up to an aggregate of 1,000,000 shares of its common stock at an exercise price of $0.50 per share. About MariMed Based in Brookline, Mass., MariMed Inc., formerly known as Worlds Online Inc., currently operates in two separate segments with one segment being a 3D entertainment portal which leverages its proprietary licensed technology to offer visitors a network of virtual, multi-user environments which the Company calls "worlds" and the second segment, MariMed Advisors, being a management company in the medical cannabis industry. Worlds Online reported a net loss attributable to the Company's common shareholders of $198,852 for the year ended Dec. 31, 2016, following a net loss attributable to the Company's common shareholders of $1.21 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, MariMed had $21.37 million in total assets, $13.28 million in total liabilities and $8.08 million in total stockholders' equity. L&L CPAS, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors noted the Company has suffered recurring operating losses, has an accumulated stockholders' deficit, has negative working capital, has had minimal revenues from operations, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. MARINA BIOTECH: Revises Terms of $500,000 Convertible Note ---------------------------------------------------------- Marina Biotech, Inc., and a trust affiliated with Isaac Blech, a director of the Company, executed an amendment to a note purchase agreement dated Nov. 22, 2017, so that the penalty interest would not accrue unless and until the Company does not consummate a "Qualified Financing" on or before Feb. 15, 2018. Other than such amendment, the Note will remain unchanged. On Nov. 22, 2017, Marina Biotech entered into the NPA with the Purchaser pursuant to which the Company issued to the Purchaser a secured convertible promissory note in the aggregate principal amount of $500,000. The Note will become due and payable on March 31, 2018. The unpaid principal amount of the Note, together with any interest accrued but unpaid thereon, will, in general, automatically be converted into the securities of the Company to be issued and sold at the closing of any financing transaction involving the sale by the Company of its equity securities (or securities exercisable for or convertible into the equity securities of the Company) yielding aggregate gross proceeds to the Company of not less than $5,000,000. The Note provided that interest on the unpaid principal amount of the Note will accrue at a rate equal to eight percent per annum; provided, that if the Company does not consummate a Qualified Financing on or before Dec. 15, 2017, then the interest rate will increase to 20% per annum, with that increased interest rate increasing by an additional two percent every month thereafter until the Note is repaid in full (up to a maximum interest rate of 30%). About Marina Biotech Headquartered in Bothell, Washington, Marina Biotech, Inc. -- http://www.marinabio.com/-- is a biopharmaceutical company engaged in the discovery, acquisition, development and commercialization of proprietary drug therapeutics for addressing significant unmet medical needs in the U.S., Europe and additional international markets. The Company's primary therapeutic focus is the disease intersection of hypertension, arthritis, pain, and oncology allowing for innovative combination therapies of the plethora of already approved drugs and the proprietary novel oligotherapeutics of Marina Biotech, Inc. The Company's approach is meant to reduce the risk associated with developing a new drug de novo and also accelerate time to market by shortening the clinical development program through leveraging what is already known or can be learned in its proprietary Patient Level Database (PLD). Squar Milner LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses and negative cash flows from operations and has had recurring negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. Marina Biotech reported a net loss of $837,143 in 2016 following a net loss of $1.11 million in 2015. As of Sept. 30, 2017, Marina Biotech had $6.24 million in total assets, $4.61 million in total liabilities, all current, and $1.63 million in total stockholders' equity. MOTORS LIQUIDATION: Extends Forbearance 'Outside Date' to Feb. 28 ----------------------------------------------------------------- Motors Liquidation Company GUC Trust is involved in litigation concerning purported economic losses, personal injuries and/or death suffered by certain lessees and owners of vehicles manufactured by General Motors Corporation prior to its sale of substantially all of its assets to NGMCO, Inc., n/k/a General Motors LLC. Certain of the Potential Plaintiffs have filed lawsuits against New GM, filed motions seeking authority from the Bankruptcy Court for the Southern District of New York to file claims against the GUC Trust, or are members of a putative class covered by those actions. As previously disclosed, including most recently in the November 2017 10-Q, the GUC Trust was previously engaged in discussions with certain of the Potential Plaintiffs regarding a potential settlement of the Late Claims Motions and various related issues, and those discussions had meaningfully progressed. The GUC Trust ultimately did not execute the Potential Plaintiff Settlement. Instead, after careful consideration and negotiations, on Sept. 12, 2017, the GUC Trust entered into a Forbearance Agreement with New GM by which (i) the GUC Trust agreed not to seek an order estimating the claims of the Potential Plaintiffs or seek the issuance of additional "Adjustment Shares" from New GM until the final resolution of certain litigation, (ii) New GM agreed to pay the costs of the GUC Trust's litigation in connection with the Late Claims Motions and related litigation, and (iii) New GM and the GUC Trust agreed to negotiate an appropriate rate of return from New GM should any GUC Trust distributions be held up solely due to the Late Claims Motions litigation. The Forbearance Agreement has been executed by the parties, but its terms remain subject to certain conditions which may or may not ever be satisfied, including obtaining the approval of the Bankruptcy Court, together with a finding that the Proposed Plaintiff Settlement was not binding on the GUC Trust. By its terms, the Forbearance Agreement was scheduled to automatically terminate on Dec. 29, 2017 (the "Outside Date") in the event that the Bankruptcy Court had not yet entered the Approval Order. On Dec. 28, 2017, the GUC Trust and New GM entered into a First Amendment to Forbearance Agreement which had the effect of extending the Outside Date to Feb. 28, 2018. Whether the conditions precedent for the effectiveness of certain terms of the New GM Agreement will, at any point, be satisfied is uncertain and subject to numerous risks. Accordingly, holders of Units should carefully consider such uncertainty before making any decisions with respect to their investment in such Units. About Motors Liquidation General Motors Corporation, one of the world's largest car and truck manufacturers, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009, reporting $82.29 billion in assets and $172.8 billion in debt. The Honorable Robert E. Gerber was the case judge. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, served as bankruptcy counsel to the Debtors. Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP also served as counsel. Cravath, Swaine, & Moore LLP provided legal advice to the GM Board of Directors. GM's financial advisors were Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group was the claims and notice agent of the Debtors. The U.S. Trustee formed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. On July 10, 2009, a new entity -- now named General Motors Company (NYSE:GM) -- completed the purchase of continuing operations, assets and trademarks of GM as a part of the prepackaged Chapter 11 reorganization. The new entity, with the backing of the United States Treasury, was formed to acquire profitable assets, under Section 363 of the Bankruptcy Code. What's left of the Debtors' Chapter 11 estate was renamed to Motors Liquidation Company, et al. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MOUNT CALVARY PENTECOSTAL: $30K Needed to Fund Plan Payments ------------------------------------------------------------ Mount Calvary Pentecostal Church of Youngstown, Ohio, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a first disclosure statement referring to its plan of reorganization. The latest plan proposes to pay Class 3 priority tax claimants in full in regular monthly installments over 60 months. Total value will include, if applicable, simple interest to accrue on any outstanding balance of such Allowed Claim at the rate of interest determined under the applicable non-bankruptcy law. The Debtor anticipates additional offerings and contributions over the 2017 holiday season that will be sufficient to pay the $30,000 needed to fund the payment of Classes 1 and 4 under the Plan. A copy of the First Disclosure Statement is available at: http://bankrupt.com/misc/ohnb17-40195-61.pdf About Mount Calvary Mount Calvary Pentecostal Church of Youngstown, Ohio, based in Youngstown, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-40195) on Feb. 9, 2017. The Hon. Kay Woods presides over the case. Andrew W. Suhar, Esq., at Suhar & Macejko, LLC, as bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Derrick Jackson, trustee/deacon. NATIONAL TRUCK: Wants Up To $1.5M Financing From Power Land ----------------------------------------------------------- National Truck Funding, LLC, and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Mississippi to incur post-petition secured indebtedness with Power Land, L.L.C., in the initial interim amount of $500,000 and to incur post-petition secured indebtedness with Power Land in the total principal amount of $1.5 million including the Interim DIP Loan Amount. The Debtor has an immediate need for the initial draw of the Interim DIP Loan Amount to be effective within the next few weeks to provide a line of credit for the purchase of Class 8 trucks with lender approval and only in accordance with the budget, and specifically limited by a Sources and Uses Budget. Specifically, the Debtor is incurring ongoing and increasing expenses repairing older trucks in its fleet and the Debtor has immediate need for the Interim DIP Loan Amount to obtain new Class 8 trucks to replace portions of the Debtor's existing fleet and thereby reduce repair costs incurred by the Debtor. Power Land is willing to make the DIP Loan to the Debtor in the principal amount of up to $1.5 million on the terms and conditions set forth in the DIP Loan Term Sheet, and subject to executed loan documents, in order to fund the Debtor's purchase of new Class 8 trucks including the initial draw of the Interim DIP Loan Amount. The proposed Interim DIP Financing Order provides that if the Debtor closes any alternative DIP financing transaction, Power Land will be paid a DIP Breakup Fee in the amount of 4% of the DIP Loan Amount as well as certain reasonable expenses and attorneys' fees. The DIP Loan will be on a secured basis, with a first priority and priming security interest and lien in and on all assets of the Debtor, including newly purchased truck collateral but excluding the existing truck collateral. Additionally, the proposed DIP Financing Orders provide that Power Land will be granted an administrative superpriority pursuant to Section 364(c)(1) of the Bankruptcy Code and secured by a super-priority first lien on all now owned or hereinafter acquired assets and property of the Debtor's estate pursuant to Sections 362(c)(2), (c)(3), and 364(d) of the U.S. Bankruptcy Code excluding the existing truck collateral against which third parties claim a security interest. The DIP Loan (and all accrued and unpaid interest thereon) will become due and payable upon the earlier of (i) March 15, 2017; (ii) the confirmation of the Debtor's Plan of Reorganization with the period being extendable by the Power Land in writing at its reasonable discretion; (iii) upon the appointment of a Chapter 11 Trustee, (iv) conversion to Chapter 7; or (v) the occurrence of an event of default not cured within the applicable cure period. The DIP Loan will enable the Debtor to increase revenues from its fleet by reducing repair costs associated with older trucks in its fleet and to successfully confirm and consummate the proposed plan of reorganization. A copy of the Debtor's request is available at: http://bankrupt.com/misc/mssb17-51243-607.pdf About National Truck Funding Headquartered in Gulfport, Mississippi, National Truck Funding, LLC -- http://nationaltruckfunding.com/-- retails and rents trucks. It operates as a subsidiary of American Truck Group, LLC -- http://americantruckgroup.com/ National Truck and American Truck sought Chapter 11 protection (Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25, 2017. Louis J. Normand, Jr., manager, signed the petitions. National Truck estimated its assets and liabilities at $10 million to $50 million. American Truck estimated its assets and liabilities at $1 million to $10 million. Judge Katharine M. Samson presides over the cases. The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as bankruptcy counsel; Wessler Law Firm as local counsel; Haworth Rossman & Gerstman, LLC, as special counsel, Lefoldt & Company PA as accountant; and Chaffe & Associates as restructuring advisor and investment banker. NAVILLUS TILE: May Obtain Up to $135-Mil. of DIP Financing ---------------------------------------------------------- The Hon. Sean H. Lane the U.S. Bankruptcy Court for the Southern District of New York has entered a final order authorizing Navillus Tile, Inc., to borrow up to $135 million under a debtor-in-possession facility. Navillus will borrow funds under the DIP Facility only to the extent that Navillus determines in the exercise of its sound business judgment that borrowing pursuant to the project budget for a particular Bonded Project(s) is necessary to ensure adequate liquidity, after taking into account Navillus' then available balances of cash and marketable securities, to enable Navillus to operate in the ordinary course of business in completing the Bonded Project and for payment of general corporate overhead expenses related to such Bonded Project consistent with the permitted uses. From and after the Petition Date, Navillus will use the proceeds of the DIP Facility only for the purposes specifically set forth in the final court order, the DIP Financing Agreement and any documents executed pursuant thereto. Notwithstanding anything to the contrary in this Final Order or the DIP Financing Agreement, in no event will any proceeds of the DIP Facility be used (a) for any purpose that is not permitted under this Final Order; (b) in a manner not consistent with any Bonded Project-specific budget or supplemental Funding Request for a specific Bonded Project, including documents supporting the need for such supplemental Funding Request, provided to Liberty under the DIP Financing Agreement, with copies delivered concurrently (but not less than two business days notice) to proposed counsel and proposed financial advisors for the Committee; (c) for any investigation or analysis of any claim or cause of action against Liberty or any of its affiliates; (d) for any preparation or prosecution of any claim or cause of action against Liberty or any of its affiliates and (e) absent further Court order, for the payment of bankruptcy professional fees and expenses, or payments to insiders (as defined in the Bankruptcy Code) outside the ordinary course of business for uses that do not constitute Permitted Uses under the DIP Financing Agreement. Navillus will provide Liberty and the Committee with updates on its cash balances and variance reports not less than on a monthly basis. Pursuant to Section 364(c)(l) of the U.S. Bankruptcy Code, but subject to the Liberty carve-out, and to the rights of lien law trust fund beneficiaries pursuant to Article 3-A of the Lien Law of the State of New York, to the extent that the Post-Petition Lien and Security Interest granted Liberty is insufficient to fully satisfy the DIP Loan Obligations, Liberty will then be entitled to an allowed superpriority administrative expense claim against Navillus for (a) any amounts actually borrowed by Navillus under the DIP Facility which have not been repaid, (b) unreimbursed actual losses incurred by Liberty on any Bonded Projects due to a post-petition performance breach or post-petition default on the Bonded Project by Navillus, and (c) with respect to either of the Bonded Projects entitled One Vanderbilt and Manhattan West, unreimbursed actual losses incurred by Liberty due to a prepetition default by Navillus on: (i) the One Vanderbilt Bonded Project, conditioned upon and provided that Liberty has advanced to Navillus under the DIP Facility not less than $10 million with respect to the One Vanderbilt Bonded Project, and (ii) the Manhattan West Bonded Project, conditioned upon and provided that Liberty has advanced to Navillus under the DIP Facility not less than $5 million with respect to the Manhattan West Bonded Project. The Superpriority Claim will have priority over any and all administrative expense claims of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, as provided under Sections 364(c)(1) and 105 of the Bankruptcy Code; and will all times be senior to the rights of Navillus, and the estate, any successor trustee or other estate representative and any creditor or other party in interest to the extent permitted by law. The Superpriority Claim shall not extend to any avoidance actions under Chapter 5 of the Bankruptcy Code or the proceeds thereof. As security for the DIP Loan Obligations and without the necessity of the execution, recordation of filings by Navillus of mortgages, security agreements, control agreements, pledge agreements, financing statements or other similar documents, or the possession or control by Liberty or its agents over any collateral, Liberty is granted a first priority, perfected and indefeasible lien on and security interest in, pursuant to section 364(c)(2) of the Bankruptcy Code, all of Navillus' assets directly related to the Bonded Contracts, except for the Equipment, and except to the extent any funds received by Navillus related to the Bonded Contracts constitute trust funds under Article 3-A of the Lien Law of the State of New York. The Post-Petition Lien and Security Interest will not extend to any avoidance actions under Chapter 5 of the Bankruptcy Code or the proceeds thereof. Navillus is also authorized to use cash collateral until the time of termination of the DIP Facility. Navillus is authorized to advance funds, in an aggregate amount not to exceed $7.7 million to Donal O'Sullivan, the principal shareholder of Navillus, to be used solely for his allocable share of estimated 2017 tax payments for New York City, New York State and Federal taxes attributable to projected taxable income earned by Navillus in 2017. Navillus will advance the Estimated Tax Payments for New York City, New York State and Federal taxes not earlier than Dec. 26, 2017. O'Sullivan will be obligated and required to return to Navillus within three business days from filing his extensions in April 2018 and/or his final tax returns any portion of the Estimated Tax Payments in excess of the actual amount of New York City, New York State and Federal taxes owed based on the O'Sullivan's taxable income in 2017; provided, however, that no portion of the Estimated Tax Payment will be used to pay any taxes attributable to income other than the income generated by a Navillus. Navillus and O’Sullivan shall promptly provide the Committee with proof of payment and copies of Navillus’ Form K-1 in redacted form to demonstrate the portions of the Estimated Tax Payment allocable to Navillus. The Court previously entered an interim order on Dec. 1, 2017, authorizing Navillus to borrow up to $7.5 million on an interim basis. Navillus' ability to continue operating on its open construction projects and maintain its business relationships with Tishman and all project owners depends on obtaining immediate access to the DIP Facility to address their concerns regarding Navillus' ability to complete its open bonded construction projects. The access of Navillus to liquidity through the incurrence of new indebtedness for borrowed money is vital for preserving and maintaining the going concern value of Navillus. Navillus is unable to obtain financing on terms more favorable than those offered by Liberty under the DIP Facility and is unable to obtain unsecured credit allowable under section 503(b)(l) of the Bankruptcy Code as an administrative expense. Navillus is also unable to obtain secured credit under Section 364(c) of the Bankruptcy Code on equal or more favorable terms than those offered by Liberty under the DIP Facility. Navillus has made an adequate showing of its efforts to obtain financing on more favorable terms. A credit facility in the amount and on the terms provided by the DIP Facility is not available from Liberty without Navillus granting Liberty (a) the Post-Petition Lien and Security Interest and the Superpriority Claim as set forth herein, and (b) the other protections. The DIP Facility was negotiated without collusion, in good faith and at arms’ length between and among Navillus and Liberty. Use of credit to be extended by Liberty to Navillus under the DIP Facility will be deemed to have been so allowed, advanced, made, used or extended in good faith, within the meaning of section 364(e) of the Bankruptcy Code and in express reliance on the protections offered by section 364(e) of the Bankruptcy Code, and Liberty is therefore entitled to the full protection and benefits of section 364(e) of the Bankruptcy Code in the event that the final court order or any provision hereof is vacated, reversed, or modified, on appeal or otherwise. A copy of the court order is available at: http://bankrupt.com/misc/nysb17-13162-156.pdf About Navillus Tile Navillus Tile Inc., is one of the largest subcontractors and general contractors in New York, specializing as a high-end concrete and masonry subcontractor on large private and public construction projects in the New York metropolitan area. Navillus works closely with many of New York's most prominent architects, builders, owners, government agencies and institutions and is pre-qualified by numerous commercial and government agencies. Navillus operates its business from a midtown Manhattan headquarters which it has leased since 2015. Donald O'Sullivan, which founded the business with his brothers, is the sole director, president and chief executive officer of Navillus. Navillus Tile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 17-13162) on Nov. 8, 2017, estimating $100 million to $500 million in assets and debt. Judge Sean H. Lane is the case judge. Cullen and Dykman LLP is the Debtor's legal counsel. Otterbourg P.C., serves as special litigation and conflicts counsel. Garden City Group, LLC, is the administrative advisor. On Nov. 28, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. ONE HORIZON: Five Directors Elected by Stockholders --------------------------------------------------- One Horizon Group, Inc. held its 2017 Annual Meeting of Stockholders on Dec. 28, 2017, at which the stockholders elected Mark White, Martin Ward, Nicholas Carpinello, Richard Vos and Robert Law as directors to serve for the following year or until their successors are duly elected and qualified. The stockholders also ratified the selection of Cherry Bekaert, LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2017. About One Horizon Group Based in Limerick, Ireland, One Horizon Group, Inc. (NASDAQ: OHGI) -- http://www.onehorizongroup.com/-- is a reseller of secure messaging software for the growing gaming, security and education markets including in China and Hong Kong. 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 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 Sept. 30, 2017, One Horizon had $8.67 million in total assets, $4.25 million in total liabilities and $4.42 million in total stockholders' equity. According to the Company's Form 10-Q for the period ended Sept. 30, 2017, "[T]he Company will pursue its revised operations and business plan. The Company expects to incur further non cash losses in 2017 which, when combined with any costs incurred in pursuing acquisition of new businesses, may generate negative cash flows. As of Sept. 30, 2017, the Company did not have any available credit facilities. As a result, it is in the process of seeking new financing by way of sale of either convertible debt or equities. While it has been successful in the past in obtaining the necessary capital to support its investment and operations, there is no assurance that it will be able to obtain additional financing under acceptable terms and conditions, or at all. In the event that the Company is unable to obtain sufficient additional funding when needed in order to fund operations, it would not be able to continue as a going concern and may be forced to severely curtail or cease operations and liquidate the Company." ONE HORIZON: Registers 2.3 Million Shares for Resale ---------------------------------------------------- One Horizon Group, Inc., has filed a Form S-3 registration statement relating to the resale of up to 2,330,000 shares of its common stock, including 1,255,000 shares issuable upon exercise of warrants, by First Choice International Company, Inc. and Patrick Schildknecht. The Selling Stockholders may sell the Shares from time to time on the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. One Horizon will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders; however the Company will receive the proceeds from the exercise of the Warrants. The Company will pay the expenses of registering the Shares. The Company's common stock is listed on the NASDAQ Capital Market under the symbol "OHGI". The last reported sale price of the Company's common stock on the NASDAQ Capital Market on Dec. 22, 2017 was $1.54 per share. A full-text copy of the prospectus is available for free at: https://is.gd/C1TkGJ About One Horizon Group Based in Limerick, Ireland, One Horizon Group, Inc. (NASDAQ: OHGI) -- http://www.onehorizongroup.com/-- is a reseller of secure messaging software for the growing gaming, security and education markets including in China and Hong Kong. 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 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 Sept. 30, 2017, One Horizon had $8.67 million in total assets, $4.25 million in total liabilities and $4.42 million in total stockholders' equity. According to the Company's Form 10-Q for the period ended Sept. 30, 2017, "[T]he Company will pursue its revised operations and business plan. The Company expects to incur further non cash losses in 2017 which, when combined with any costs incurred in pursuing acquisition of new businesses, may generate negative cash flows. As of Sept. 30, 2017, the Company did not have any available credit facilities. As a result, it is in the process of seeking new financing by way of sale of either convertible debt or equities. While it has been successful in the past in obtaining the necessary capital to support its investment and operations, there is no assurance that it will be able to obtain additional financing under acceptable terms and conditions, or at all. In the event that the Company is unable to obtain sufficient additional funding when needed in order to fund operations, it would not be able to continue as a going concern and may be forced to severely curtail or cease operations and liquidate the Company." OPTIMUMBANK HOLDINGS: Elects Avi Zwelling as Director ----------------------------------------------------- Avi M. Zwelling was elected to the Board of Directors of OptimumBank Holdings, Inc. and OptimumBank, the wholly-owned subsidiary bank of OptimumBank Holdings, Inc., effective Dec. 21, 2017, according to a Form 8-K filed with the Securities and Exchange Commission. About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. The Bank has four wholly-owned subsidiaries primarily engaged in holding and disposing of foreclosed real estate and one subsidiary primarily engaged in managing foreclosed real estate. OptimumBank is a member of the Federal Home Loan Bank of Atlanta. Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company is in technical default with respect to its Junior Subordinated Debenture. The holders of the Debt Securities could demand immediate payment of the outstanding debt of $5,155,000 and accrued and unpaid interest, which raises substantial doubt about the Company's ability to continue as a going concern. OptimumBank reported a net loss of $396,000 for the year ended Dec. 31, 2016, following a net loss of $163,000 for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Optimumbank Holdings had $108.47 million in total assets, $105.84 million in total liabilities and $2.62 million in total stockholders' equity. ORANGE ACRES: Seeks February 27 Plan Filing Period Extension ------------------------------------------------------------ Orange Acres Ranch Homeowners Association, Inc. requests the U.S. Bankruptcy Court for the Middle District of Florida to extend: (1) the exclusive period during the Debtor has to file a plan through February 27, 2018; (2) the exclusive period during which the Debtor has to solicit acceptances of a plan through April 27, 2018; and (3) the deadline within which the Debtor has to file its plan and disclosure statement through February 27, 2018. The Court established December 29, 2017, as the deadline for the Debtor to file its plan and disclosure statement. However, the Debtor is still working on the plan and discussing plan treatment with parties in interest. The Debtor claims that it had focused efforts on third-party financing which is currently not available due to the existence of agreements which are the subject of a pending motion to reject. The Debtor has scheduled a meeting in early January to attempt to work through plan issues. About Orange Acres Ranch Homeowners Orange Acres Ranch Homeowners Association, Inc., is listed as a Florida Not For Profit Corporation, which owns and operates a mobile home park known as Orange Acres Ranch. The Park consists of 210 lots, including 73 unimproved lots. The Park amenities include a clubhouse and swimming pool. Orange Acres Ranch Homeowners Association filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04326) on May 18, 2017. The petition was signed by Brent Geary, its president. At the time of filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Michael G. Williamson. The Debtor is represented by Scott A. Stichter, Esq., at Stichter Riedel Blain & Postler, P.A. ORANGE REGIONAL: Fitch Keeps BB+ Bond Rating on Watch Negative -------------------------------------------------------------- Fitch Ratings has maintained Orange Regional Medical Center's (ORMC) 'BB+' rating (issued by the Dormitory Authority of the State of New York on behalf of ORMC) on Rating Watch Negative. Fitch is simultaneously withdrawing the rating on the following series of bonds as ORMC has chosen to stop participating in the rating process. Therefore, Fitch will no longer have sufficient information to maintain the ratings. Accordingly, Fitch will no longer provide ratings for ORMC. -- Dormitory Authority of the State of New York series 2017 (ORMC); -- Dormitory Authority of the State of New York series 2015 (ORMC); -- Dormitory Authority of the State of New York series 2008 (ORMC). KEY RATING DRIVERS CHANGE IN CRITERIA: The Negative Watch reflects ORMC's heightened risk of transition under Fitch's 'Exposure Draft: U.S. Not-for-Profit Hospitals and Health Systems Rating Criteria' published on Sept. 6, 2017. ORMC's overall leverage profile was identified as deviating from the expectations for the rating category (as outlined in the rating positioning table in the exposure draft) as part of an initial assessment of credits that are most likely to transition under the new criteria. RATING SENSITIVITIES Ratings sensitivities are not applicable in this case, as the rating is being withdrawn. PIONEER ENERGY: Promotes Bryce Seki to VP and Compliance Officer ---------------------------------------------------------------- Bryce Seki, 41, has been promoted to the position of vice president, general counsel, secretary and compliance officer of Pioneer Energy Services Corp effective Jan. 1, 2018. Mr. Seki joined the Company in May of 2011, first serving as corporate counsel and then associate general counsel before being promoted to vice president - associate general counsel in May 2016. Prior to joining the Company, Mr. Seki was an associate attorney at Fulbright & Jaworski L.L.P. (now known as Norton Rose Fulbright). Mr. Seki received a Bachelor of Arts from the University of Notre Dame and a Doctor of Jurisprudence from Notre Dame Law School. Carlos R. Pena will continue as executive vice president and president of Production Services Segment. About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com/--provides well, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions through its Production Services Segment. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its Drilling Services Segment. Pioneer Energy incurred a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of Sept. 30, 2017, Pioneer Energy had $707.44 million in total assets, $485.91 million in total liabilities and $221.52 million in total shareholders' equity. * * * In November 2017, Moody's upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Pioneer' Caa2 CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance, Moody's said. In November 2017, S&P Global Ratings affirmed its 'B-' corporate credit rating on Pioneer and gave a negative outlook. "Our rating affirmation follows Pioneer's announcement of a new $175 million term loan B and implementation of a new $75 million ABL revolving credit facility," S&P said. PLASTIC2OIL INC: Signs Deal for the License of P2O Technology ------------------------------------------------------------- Plastic2Oil, Inc announced that on Dec. 21, 2017, it signed a Master Agreement with Veridisyn Technologies, LLC, a company engaged in development of alternative energy projects, under which Veridisyn has agreed to license P2O's technology and purchase P2O processors. This new strategic partnership combines Veridisyn's extensive experience in processing waste plastics with P2O's proprietary technology for deriving ultra-clean, ultra-low sulphur fuel that requires no further refining, directly from unwashed, unsorted waste plastics. As set forth in P2O's Form 8-K filed with the SEC on Dec. 22, 2017, expected minimum gross proceeds to P2O will be $4 million from the initial sale of two P2O processors to Veridisyn. P2O believes the strategic partnership, if successful, could result in the sale and deployment of 30-40 processors at Veridisyn sites, for $90 million to $120 million in future revenues (based on a $3 million price per processor). In addition, once the processors have been fully deployed, P2O will receive a royalty of 5% of gross fuel sales by Veridisyn, and no less than $0.50 per pound for use of its proprietary catalyst. P2O will also provide on-going monitoring and maintenance services at agreed upon costs and rates. The term of the agreement is twenty years. According to P2O CEO, Rick Heddle, "By turning waste plastic into fuel without any hazardous waste, this joint industry solution will help accelerate plastic recycling in cities, towns and industrial plants, and be a major step forward in meeting a significant environmental challenge." "I am very excited about moving forward with Plastic2Oil in implementing its breakthrough technology to leverage the substantial global market opportunity for plastic to fuel solutions," said Veridisyn Managing Director Robin Curtis. US Plastic Waste Summary: 2016 See https://plastics.americanchemistry.com/2016-US-National-Postconsumer-Plastic-Bottle-Recycling-Report.pdf * 2,906 million pounds of plastic bottles collected for recycling: a collection rate of 29.7% * 1,112 million pounds of HDPE (high density polyethylene) bottles collected for recycling: a collection rate of 33.3% * 36.6 million pounds of PP (polypropylene) bottles collected for recycling: a collection rate of 20.2%. About Plastic2Oil Plastic2Oil, Inc. was originally incorporated as 310 Holdings, Inc. in the State of Nevada on April 20, 2006. 310 had no significant activity from inception through 2009. In April 2009, John Bordynuik purchased 63% of the issued and outstanding shares of 310. During 2009, the Company changed its name to JBI, Inc. and began operations of its main business operation, transforming waste plastics to oil and other fuel products. During 2014, the Company changed its name to Plastic2Oil, Inc. P2O is a combination of proprietary technologies and processes developed by P2O which convert waste plastics into fuel. P2O currently, as of April 7, 2017, has two processors at its Niagara Falls, NY facility. Both processors are currently idle since December 2013. The Company's P2O business has begun the transition from research and development to a commercial manufacturing and production business. The Company is based in Niagara Falls, New York. Plastic2Oil reported a net loss of $5.70 million on $21,950 of total sales for the year ended Dec. 31, 2016, compared to a net loss of $4.32 million on $16,728 of total sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Plastic2Oil had $2.07 million in total assets, $13.64 million in total liabilities and a total stockholders' deficit of $11.57 million. The report from the Company's independent registered public accounting firm, D. Brooks and Associates CPA's, P.A., in West Palm Beach, Florida, for the year ended Dec. 31, 2016, includes an explanatory paragraph stating that Company has experienced negative cash flows from operations since inception, has net losses from continuing operations, and has a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern and to operate in the normal course of business. POSTO 9 LAKELAND: CenterState Mediation Delays Plan Filing ---------------------------------------------------------- Posto 9 Lakeland, LLC and Posto 9 Properties, LLC request the U.S. Bankruptcy Court for the Middle District of Florida for an extension of: (a) the January 4, 2018 deadline during which the Debtors must file their chapter 11 plans and disclosure statements, and during which the Debtors have the exclusive right to file a plan, through February 4, 2018, and (b) the March 5, 2018 deadline within which only the Debtors may solicit votes in favor of a plan of reorganization through April 5, 2017. The Scheduling Order set the deadline for the Debtors to file their plan and disclosure statement at January 4, 2018. The Debtors have not previously sought or obtained an extension of the Exclusive Plan Filing Deadline or the Exclusive Solicitation Deadline. The Debtors have agreed to mediation with their largest secured creditor, CenterState Bank, N.A., and the guarantors of the CenterState loans, and have scheduled a mediation, which is to occur on January 15, 2018. The Debtors asserts that the mediation would likely affect their treatment of the claim of CenterState Bank in these chapter 11 cases and the overall structure of the plans. Accordingly, the Debtors request an extension of the Exclusive Plan Filing Deadline and the Plan Filing Deadline, and a corresponding 31-day extension of the Exclusive Solicitation Deadline. About Posto 9 Lakeland Posto 9 Lakeland, LLC, is a privately held ompany that operates a Brazilian restaurant at 215 East Main Street Lakeland, Florida 33801, Polk County. Posto 9 Properties listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple interest a real property located at 215 East Main Street, Lakeland, Florida 33801 valued at $2.39 million. Posto 9 Lakeland, LLC (Bankr. M.D. Fla. Case No. 17-07887) and affiliate Posto 9 Properties, LLC (Bankr. M.D. Fla. Case No. 17-07890) filed Chapter 11 bankruptcy petitions on Sept. 6, 2017. The petitions were signed by Marco Franca, its manager. Judge Michael G. Williamson presides over the case. Eric D Jacobs, Esq., and David S. Jennis, Esq., at Jennis Law Firm serve as the Debtor's bankruptcy counsel. Posto 9 Lakeland listed $1,210,000 in total assets and $4,850,000 in total liabilities. Posto 9 Properties listed $2,410,000 in total assets and $3,800,000 in total liabilities. PREFERRED CARE: Committee Taps CohnReznick as Financial Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Preferred Care, Inc. and its debtor-affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire CohnReznick LLP as financial advisor. The professional services CohnReznick will render are: a. review the reasonableness of the cash collateral/DIP arrangements as to cost to the Debtors and the likelihood that the Debtors will be able to comply with the terms of those orders; b. at the request of Committee's counsel, analyze and review key motions to identify strategic financial issues in these 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; f. develop and evaluate alternative sale strategies (if appropriate); g. scrutinize proposed transactions, including the assumption and/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 counsel; m. investigate and analyze all potential avoidance action claims; n. prepare a preliminary dividend analyses to determine the potential return to unsecured creditors; o. assist the Committee and its counsel in negotiating the key terms of a plan of reorganization or plan of liquidation; and p. render assistance as the Committee and its counsel may deem necessary. The hourly rates that CohnReznick charges range from $205.00 for Paraprofessionals to $815.00 for Partners. Clifford A. Zucker, a partner of CohnReznick LLP, attests that his firm neither holds nor represents any interest adverse to the Debtors' estates and is a disinterested person under sections 101(14) and 328(c) of the Bankruptcy Code. CohnReznick's billing rates for the accounting and financial advisory services are: Partner/Senior Partner $610 - $815 Manager/Senior Manager/Director $450 - $650 Other Professional Staff $300- $440 Paraprofessional $205 As an accommodation to the Committee, CohnReznick will discount its hourly rates by 15% for Partners and Directors and by 10% for all other professional staff. The advisor can be reached through: Clifford A. Zucker CohnReznick, LLP 816 Congress Avenue, Suite 200 Austin, TX 78701 Phone: 512-494-9100 About Preferred Care Inc. Preferred Care Inc. and 33 nursing homes affiliated with the Preferred Care Group filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 17-44642) on November 13, 2017. The bankruptcy cases are jointly administered and pending before the Honorable Mark X. Mullin. The Debtors are represented by Stephen A. McCartin, Esq., and Mark C. Moore, Esq., at Gardere Wynne Sewell LLP, as Chapter 11 counsel. Preferred Care Group is owned by Thomas Scott. He also owns another company, Preferred Care Inc, which is the master lessee of some of the facilities. The Debtors sought bankruptcy protection amid multi-million dollar personal injury lawsuits in Kentucky and New Mexico. At the time of the filing, Preferred Care disclosed that it had estimated assets and liabilities of $1,000,001 to $10 million. On November 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Preferred Care Partners Management Group LP and Kentucky Partners Management LLC, unaffiliated companies that manage non-clinical operations at Preferred Care facilities, also filed separate bankruptcy cases on the same date. PREFERRED CARE: Committee Taps Gray Reed & McGraw as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Preferred Care, Inc. and its debtor-affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Gray Reed & McGraw LLP as counsel to the Committee. Services Gray Reed will render are: (a) advise the Committee with respect to its rights, powers and duties in these cases; (b) advise and consult with the Committee concerning (i) the administration of these cases and (ii) unsecured creditors' rights and remedies in connection with the Debtors' estates; (c) analyze all facets of the Debtors' cases, including the acts, conduct, assets, liabilities, and financial condition of the Debtors, claims by and against the estates, the existence of estate causes of action, the operation of the Debtors' businesses, and matters related to the formulation, proposal and confirmation of a chapter 11 plan; (d) work with the Debtors concerning the administration of these cases; (e) preserve, protect and maximize the value of the Debtors' assets and estates; (f) prepare pleadings, motions, answers, notices, orders, and reports necessary or required to protect the Committee's constituents, or to the administration of these cases; (g) as appropriate, working to formulate, prepare and confirm a chapter 11 plan; (h) review and analyze all applications, motions, orders, statements of operations and schedules filed with the Court and advising the Committee with respect thereto; and (i) perform other legal services for the Committee that the Committee determines are necessary and appropriate to faithfully discharge its duties or otherwise relevant to these cases. The firm's standard hourly rates are: Jason S. Brookner, partner $685.00 Micheal W. Bishop, counsel: $575.00 Lydia R. Webb, associate: $455.00 Amber M. Carson, associate: $375.00 Paraprofessionals $110.00 to $250.00 Jason S. Brookner, partner in the law firm of Gray Reed & McGraw LLP, attests that the firm and its respective lawyers neither hold nor represent any interest adverse to the Committee or its constituents in connection with these cases, and is a "disinterested person" within the meaning of section 101(14) the Bankruptcy Code. The firm can be reached through: Jason S. Brookner, Esq. Micheal W. Bishop, Esq. Lydia R. Webb, Esq. GRAY REED & McGRAW LLP 1601 Elm Street, Suite 4600 Dallas, TX 75201 Tel: (214) 954-4135 Fax: (214) 953-1332 Email: jbrookner@grayreed.com mbishop@grayreed.com lwebb@grayreed.com About Preferred Care Inc. Preferred Care Inc. and 33 nursing homes affiliated with the Preferred Care Group filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 17-44642) on November 13, 2017. The bankruptcy cases are jointly administered and pending before the Honorable Mark X. Mullin. The Debtors are represented by Stephen A. McCartin, Esq., and Mark C. Moore, Esq., at Gardere Wynne Sewell LLP, as Chapter 11 counsel. Preferred Care Group is owned by Thomas Scott. He also owns another company, Preferred Care Inc, which is the master lessee of some of the facilities. The Debtors sought bankruptcy protection amid multi-million dollar personal injury lawsuits in Kentucky and New Mexico. At the time of the filing, Preferred Care disclosed that it had estimated assets and liabilities of $1,000,001 to $10 million. On November 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Preferred Care Partners Management Group LP and Kentucky Partners Management LLC, unaffiliated companies that manage non-clinical operations at Preferred Care facilities, also filed separate bankruptcy cases on the same date. PRESSURE BIOSCIENCES: Richard Schumacher Elected as Director ------------------------------------------------------------ Pressure BioSciences, Inc. held a special meeting in lieu of an annual meeting of stockholders on Dec. 21, 2017. At the Meeting, the stockholders elected Richard T. Schumacher as a Class III director to serve until the 2020 Annual Meeting of Stockholders. The stockholders also ratified the appointment of MaloneBailey LLP as the Company's independent auditors for fiscal year 2017. About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and one foreign patent covering multiple applications of pressure cycling technology in the life sciences field. The Company also has 19 pending patents in the USA, Canada, Europe, Australia, China, and Taiwan. Pressure Biosciences incurred a net loss of $2.7 million for the year ended Dec. 31, 2016, compared to a net loss of $7.41 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $1.88 million in total assets, $14.53 million in total liabilities, and a total stockholders' deficit of $12.65 million. MaloneBailey LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has a working capital deficit and has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PROVEN PEST: FMCC to be Paid $737 Monthly Under Latest Plan ----------------------------------------------------------- Proven Pest Solutions, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a second amended disclosure statement explaining its proposed plan of reorganization dated Dec. 19, 2017. Class 2A under the latest plan is the secured claim of Ford Motor Credit Company. The secured claim of FMCC will be deemed to be the principal amount of $7,378.15, including reductions from post-petition payments made to FMCC through Dec. 20, 2017. Beginning on Jan. 1, 2018, the Debtor will make nine monthly payments on the first day of each month to FMCC of $737.81 each, and a tenth payment of $737.86 on Oct. 1, 2018. The previous version of the plan provided that FMCC will be deemed to be the principal amount of $11,043.70, less any post-petition payments made to FMCC during the pendency of this case. The monthly payments will be in the amount of $523.65 until the loan is paid in full. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/ganb17-10564-90.pdf About Proven Pest Solutions Inc. Proven Pest Solutions, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-54503) on March 8, 2017. The petition was signed by Brandon Caldwell, president. The case was initially assigned to Judge Paul W. Bonapfel. On March 13, 2017, Judge Bonapfel ordered the transfer of the case to Judge W. Homer Drake in the Newnan Division. The case was assigned a new case number: 17-10564. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Beth E. Rogers, Esq., and James F. Carroll, Esq., who have an office in Atlanta, Georgia, serve as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Proven Pest Solutions, Inc., as of May 2, according to a court docket. Q&C PROPERTIES: Hires Goldsmith & Guymon as Counsel --------------------------------------------------- Q&C Properties, LLC seeks approval from the United States Bankruptcy Court for the District of Nevada in Las Vegas to employ Marjorie A. Guymon, Esq. of Goldsmith & Guymon, P.C. as attorney. Services to be rendered by Goldsmith are: a. institute, prosecute or defend any lawsuits, adversary proceedings and/or contested matters arising out of this bankruptcy proceeding; b. assist in recovery and obtaining necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same when necessary; c. assist in determining the priorities and status of claims in filing objections when necessary; d. assist in preparation of a disclosure statement and plan; and e. advise the Debtor and perform all other legal services for the Debtor which may be or become necessary in this bankruptcy proceeding. The firm charges $425 per hour of legal service. Marjorie A. Guymon, Esq. attests that her firm represents no interest adverse to the bankruptcy estate. The counsel can be reached through: Marjorie A. Guymon, Esq. Erin M. Houston, Esq. GOLDSMITH & GUYMON, P.C. 2055 Village Center Circle Las Vegas, NV 89134 Tel: (702) 873-9500 Fax: (702) 873-9600 E-mail: bankruptcy@goldguylaw.com About Q&C Properties Q&C Properties operates a car wash business at 3265 S. Nellis Boulevard, Las Vegas, Nevada 89121. The company's gross revenue amounted to $937,437 in 2016 and $848,812 in 2015. Q&C Properties is owned by Steven D. Rice (55%) and Donald Rice (45%). The company was founded in 2005. Q&C Properties filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-16663) on December 14, 2017. The petition was signed by Steven D. Rice, its managing member. Marjorie A. Guymon, Esq. of Goldsmith & Guymon, P.C represents the Debtor as counsel. The case is assigned to Judge Laurel E. Davis. At the time of filing, the Debtor estimates $2.25 million in assets and $4.90 million in liabilities. QUANTEX LABORATORIES: Trustee Taps Bederson as Accountant --------------------------------------------------------- John M. McDonnell, Chapter 11 Trustee of Quantex Laboratories, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Bederson and Company, LLP as accountant for the Trustee. The professional services to be rendered by the accountant are: a. analyze the Debtor's books and records and compiling financial statements; b. prepare and file tax returns of the Debtor as they fall due; and c. render other accounting services as may be required by the Trustee in the ordinary course of his affairs. Bederson's standard hourly rates are: Partners $390-$515 Managers $300-$325 Sr. Accountants $260 Semi. Sr. Accountants $220-$235 Staff Accountants $155 Para Professionals $170 Timothy J. King, CPA attests that his firm does not hold an adverse interest to the estate and is a disinterested person under 11 U.S.C. Section 101(14). The accountant can be reached through: Timothy J. King, CPA Bederson, LLP 347 Mt. Pleasant Avenue West Orange, NJ 07052 Phone: 973-736-3333 Fax: 973-736-9219 Email: tking@bederson.com About Quantex Laboratories Inc. Quantex Laboratories, Inc. -- http://www.quantexlabs.com-- serves the pharmaceutical, personal care products, medical device, cosmetics and other life science companies. The Company was founded in 1992 and is based in Cranbury, New Jersey. Quantex's GMP analytical services support product manufacturing, formulation development, release testing, analytical chemistry, analytical development, drug and biopharmaceutical development, CMC support, stability storage, and drug delivery device testing, as well as regulatory support for e-liquids. Quantex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-22754) on June 22, 2017. James Menoutis, its chief executive officer, signed the petition. Paul Gauer, Esq., serves as Chapter 11 counsel. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and liabilities. RD3J LTD: Thadani Buying Edinburg Property for $850K ---------------------------------------------------- RD3J, Ltd., asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the real property identified as Cornerstone Medical Park Phase 4, Lot 1, Block 11, commonly known as 0000 W. Trenton Road, Edinburg, Hidalgo County, Texas to Geeta Thadani for $850,000. Objections, if any, must be filed within 21 days from the date of service of the Motion. The Debtor and the Purchaser have entered into the Commercial Contract - Unimproved Property for the sale and purchase of the Property. The Purchaser's offer is the highest and best that has been received for the Property and the sale price is consistent with the fair market value of the Property. Specifically, the Purchaser has agreed to pay Debtor the sum of $850,000 for the Property, with $7,000 as earnest money. The Purchaser is prepared to pay the purchase price promptly: this is a "cash" sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/RD3J_Ltd_298_Sales.pdf The Hidalgo County Appraisal District ("HCAD") values the undeveloped tract at $747,833 for the 2017 tax year. The closing costs, realtor commissions, ad valorem taxes, and outstanding association dues/fees (if any) will be paid at closing with the sales proceeds. The Debtor has negotiated the terms of the Contract in good faith to sell the Property to the Purchaser. It has demonstrated that the proffered purchase price of $850,000 is the highest and best offer under the circumstances of the case. The Purchaser: Geeta Thadani 5701 N 1st St. McAllen, TX 78504 Telephone: (956) 821-6240 E-mail: gthadani25@gmail.com Edinburg, Texas-based RD3J, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 15-70184) on April 6, 2015. The Hon. Richard S. Schmidt oversees the case. The Debtor tapped Antonio Villeda, Esq. -- avilleda@mybusinesslawyer.com -- of The Villeda Law Group, as bankruptcy counsel, and Jeannette Smith, CPA, CGMA of Long Chilton, LLP as accountant. On Dec. 14, 2015, the Court appointed David Real Estate RGV, L.L.C., as the Debtor's Real Estate Brokers. REIGN SAPPHIRE CORP: Limited Revenue Raises Going Concern Doubt --------------------------------------------------------------- Reign Sapphire Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $1,497,699 on $255,975 of net revenues for the three months ended September 30, 2017, compared with a net loss of $112,762 on $342,164 of net revenues for the same period in 2016. At September 30, 2017, the Company had total assets of $2.13 million, total liabilities of $5.12 million, and $2.99 million in total stockholders' deficit. The Company had an accumulated deficit of approximately $9,206,000 and $6,130,000 at September 30, 2017 (Successor) and December 31, 2016 (Successor), respectively, had a working capital deficit of approximately $4,331,000 and $2,128,000 at September 30, 2017 (Successor) and December 31, 2016 (Successor), respectively, had a net loss of approximately $1,498,000 and $3,076,000, and $113,000 and $435,000 for the three and nine months ended September 30, 2017 (Successor) and September 30, 2016 (Predecessor), respectively, and net cash used in operating activities of approximately $174,000 and $135,000 for the nine months ended September 30, 2017 (Successor) and September 30, 2016 (Predecessor), respectively, with limited revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/gTYnAg About Reign Sapphire Beverly Hills, Calif.-based Reign Sapphire Corporation is a jewelry company. The Company is focused on offering an integrate model for sapphires direct from the mine's gate to the retail supply chain, including processing rough sapphires and gem cutting, and designing and manufacturing fine jewelry. RENTECH WP: Seeks Authority to Access Cash Collateral ----------------------------------------------------- Rentech W.P. U.S. Inc. and Rentech, Inc., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral for working capital and other costs and expenses incurred in the ordinary course of their businesses, including administration costs, in these Chapter 11 Cases. The Debtors contend that after full consideration of Rentech's potential strategic and financial alternatives and discussions with certain potential investors, it became clear that there were no viable out-of court refinancing or restructuring options for the Debtors to pursue. Faced with a lack of viable financing options and dwindling liquidity, and after extensive discussions with RPA Advisors, LLC and Wells Fargo Securities, LLC, Rentech determined that: (i) the sale of substantially all of the assets of (a) subsidiary Fulghum Fibres, Inc. and its U.S. non-debtor subsidiaries, (b) subsidiary New England Wood Pellet, LLC ("NEWP") and its non-debtor subsidiaries, and (c) subsidiary RTK WP2 Canada, ULC, which owns a wood pellet production facility located in Atikokan, Ontario; and (ii) the liquidation of a wood pellet production facility in Wawa, Ontario owned by RTK WP Canada, ULC pursuant to a receivership, combined with the Debtors' bankruptcy filing in the United States, was in the best interests of the Debtors and their creditors. Prior to the Petition Date, and following substantial due diligence efforts and extensive discussions and negotiations, the Debtors and their Advisors identified potential buyers to purchase substantially all of the assets of Fulghum and NEWP. On December 15, 2017, Fulghum entered into an Asset Purchase Agreement with FFI Acquisition, Inc., as the buyer, and Scott Davis Chip Company, Inc., as the affiliate guarantor of the buyer. The base purchase price under the Fulghum APA is $28,000,000. NEWP has also had substantial negotiations, which remain ongoing, regarding an agreement pursuant to which a buyer would purchase substantially all of NEWP's assets and assume substantially all of its liabilities. The Debtors expect the Non-Debtor Subsidiary Sales to be consummated in early 2018. The Debtors assert that the consummation of the Non-Debtor Subsidiary Sales is dependent on a smooth transition into, and swift exit from, chapter 11. Given the Debtors' current liquidity position, access to cash collateral is crucial to ensure Rentech's operations continue as usual while the Non-Debtor Subsidiary Sales and the Atikokan sale are finalized. If the Debtors do not obtain authorization to use cash collateral, the Debtors, their creditors and their estates generally will suffer immediate and irreparable harm because there will be a substantial risk that the Non-Debtor Subsidiary Sales and/or the Atikokan sale will be disrupted. The Debtors further assert that without the use of cash collateral, they will not have the liquidity necessary to maintain operations at Rentech through the pendency of these Chapter 11 Cases impacting the ability of the Debtors to consummate the Non-Debtor Subsidiary Sales -- which the Debtors are relying upon in order to be able to making distributions to Holders of Allowed Claims, as provided for in, and subject to, the Combined Plan and Disclosure Statement. As of the Petition Date, the Debtors and Rentech Nitrogen Holdings, Inc. (a Non-Debtor Subsidiary of Debtor Rentech, Inc.), were indebted to the Prepetition Term Loan Lenders and Credit Suisse AG, as administrative agent under the Prepetition Term Loan Documents in the aggregate outstanding principal amount of approximately $19.5 million. The Debtors believe that the Prepetition Term Loan Lenders are over-secured by approximately $12.0 million. The Debtor Rentech, Inc. is also a party to that certain L/C Credit Agreement with Bank of Montreal, pursuant to which Bank of Montreal agreed to extend $10 million of revolving credit to Rentech, Inc., which Rentech, Inc. was able to utilize in the form of standby letters of credit issued by Bank of Montreal for the account of Rentech, Inc. and its Subsidiaries. The aggregate outstanding principal amount under the Prepetition L/C Credit Agreement is approximately $455,000. The Debtors believe that Bank of Montreal is over-secured by approximately $12.0 million As adequate protection for any postpetition diminution in value of the Prepetition Lenders' interests in the Debtors' interests in the prepetition collateral, the Prepetition Lenders will granted the following: (a) The prepetition liens on the prepetition collateral will remain in place. (b) Additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected post-petition liens on, and security interests in, all property and assets of each of the Debtors and each of the Debtors' estates, including all proceeds, rents, or profits thereof. Each of the Prepetition Lenders will have the same priority as set forth in that certain Pari Passu Intercreditor Agreement, between Credit Suisse AG, as Initial Credit Agreement Agent and Bank of Montreal, as BMO Claimholders, and acknowledged and agreed to by Rentech, Inc. (c) Each of the Prepetition Lenders will also be granted pari passu superpriority claims under Bankruptcy Code Section 507(b) to the extent that the aggregate diminution in value of the Prepetition Lenders' interests in the prepetition collateral, from and after the Petition Date, reduces the value of the Adequate Protection Liens below the outstanding balance of the Prepetition Obligations. (d) The Prepetition Term Loan Obligations will continue to accrue interest at the default contract rate set forth in the Prepetition Term Loan Documents. (e) All reasonable fees and expenses incurred after the Petition Date by the advisors to the Prepetition Term Loan Lenders, including lead counsel, Canadian counsel or any other local counsel to the Prepetition Term Loan Lenders, will accrue and be added to the amount of the Prepetition Term Loan Obligations. (f) Commencing on January 3, 2018, the Debtors will provide the Prepetition Lenders with an updated rolling 13-week cash flow statement which will include a variance report comparing actual cash flow results for all applicable prior periods to the forecasted cash flow results for such periods, a statement of any weekly or cumulative variances in any line item for receipts or disbursements and any proposed amendments to the Budget. The consensual use of cash collateral and the Debtors' right to use prepetition collateral, including cash collateral, automatically terminates upon the occurrence of any of these Events of Default: (a) Failure to obtain the Final Order on or within thirty-five days after the Petition Date; (b) Failure to file a motion seeking approval of debtor-in-possession financing acceptable to the Prepetition Term Loan Lenders by January 8, 2018, provided that a DIP Financing term sheet is provided to the Debtors no later than December 28, 2017; (c) Failure to obtain entry of an order, acceptable to the Prepetition Term Loan Lenders, approving the DIP Financing by the date that is 35 days after the DIP Financing Motion is filed with the Court; (d) Failure to (i) consummate the sale of substantially all of the assets of Fulghum by March 15, 2018 or (ii) obtain the consent of the Prepetition Term Loan Lenders to any amendments to or waivers of the definitive documentation for such sale; (e) Failure to (i) consummate the sale of substantially all of the assets of RTK WP2 Canada ULC ("Atikokan") by February 1, 2018 or (ii) obtain the consent of the Prepetition Term Loan Lenders to any amendments to or waivers of the definitive documentation for such sale; (f) Failure to (i) execute definitive documentation, acceptable to the Prepetition Term Loan Lenders, for the sale of substantially all of the assets of NEWP by January 15, 2018, (ii) obtain the consent of the Prepetition Term Loan Lenders to any amendments to or waivers of such definitive documentation following execution, and (iii) consummate such sale by March 15, 2018; (g) Failure of the Debtors to cause: (i) NEWP and any other applicable Non-Debtor Subsidiaries to declare dividends resulting in the distribution of all of the proceeds of the sale of substantially all of the assets of NEWP, less $2 million, to the Prepetition Term Loan Agent as and when the proceeds of such sale are received; (ii) the distribution of all of the proceeds of the sale of substantially all of the assets of Fulghum, less $500,000, to the Prepetition Term Loan Agent as and when such proceeds are received; and (iii) the distribution of all of the proceeds of the sale of substantially all of the assets of Atikokan, less $250,000, to the Prepetition Term Loan Agent as and when such proceeds are received; (h) Failure to obtain confirmation of a plan of reorganization, acceptable to the Prepetition Term Loan Lenders, to the extent such plan does not contemplate payment in full in cash of the Prepetition Term Loan Obligations and the Prepetition Term Loan Obligations have not already been paid in full in cash, within 90 days after the Petition Date; (i) Incurrence or payment by the Debtors of expenses other than as enumerated in the Budget; (j) Reversal, vacatur, or modification (without consent of the Prepetition Term Loan Agent and the Prepetition Term Loan Lenders) of the Interim Order; (k) Entry by the Court of an order, or the filing by the Debtors of a motion which seeks entry of an order: (i) dismissing either of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) appointing a trustee or examiner with the expanded powers to operate the Debtors' businesses or (iv) terminating or reducing the period during which the Debtors have the exclusive right to file a plan of reorganization and solicit acceptances thereof; (l) The Debtors file or support a motion challenging the validity, extent or priority of any of the Prepetition Term Loan Obligations or the Prepetition Term Loan Liens; (m) Entry by the Court of an order granting any lien on, or security interest in, any Prepetition Collateral in favor of any party other than the Prepetition Term Loan Agent or the Prepetition Lenders, or granting an administrative claim payable by a Debtor to any party other than the Prepetition Term Loan Agent or the Prepetition Lenders that is senior to, or pari passu with, the Superpriority Claim or the Prepetition Term Loan Obligations, without the express written consent of the Prepetition Term Loan Lenders, except as expressly allowed in the Interim Order; and (n) Any material breach by the Debtors of any obligations, representations, warranties or covenants in the Interim Order, which material breach is not cured after written notice of such breach is given to the Debtors. A full-text copy of the Debtors' Motion is available at: http://bankrupt.com/misc/deb17-12958-12.pdf About Rentech Headquartered in Los Angeles, California, Rentech, Inc. -- http://www.rentechinc.com/-- owns and operates wood fibre processing and wood pellet production businesses. Rentech offers a full range of integrated wood fibre services for commercial and industrial customers around the world, including wood chipping services, operations, marketing, trading and vessel loading, through its subsidiary, Fulghum Fibres. Rentech's industrial wood pellet facilities are designed to produce wood pellets used as fuel for power generation. Rentech owns two wood pellet facilities in Eastern Canada. In conjunction with these facilities, Rentech secured a long-term arrangement for exclusive priority access at the Port of Quebec for handling, loading and storage of over 1 million tons of pellets annually. As of the Petition Date, the Debtors have 13 full-time employees. Rentech WP U.S. Inc. and Rentech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case Nos. 17-12958 and 17-12959, respectively) on Dec. 19, 2017. Paul Summers, chief financial officer, signed the petitions. The case is assigned to Judge Christopher S. Sontchi. At the time of filing, the Debtor estimated $10 million to $50 million in assets and liabilities. Young Conaway Stargatt & Taylor, LLP and Latham & Watkins LLP serve as the Debtors' bankruptcy counsel; RPA Advisors, LLC as financial advisor; and Prime Clerk LLC as claims & noticing agent, maintaining the case Web site https://cases.primeclerk.com/rentech RENTECH WP: Unsecureds to Get 0%-70% Under Liquidation Plan ----------------------------------------------------------- Rentech WP U.S. Inc. and Rentech, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a combined disclosure statement and chapter 11 plan of liquidation dated Dec. 19, 2017. Rentech is a wood fibre processing company with three core businesses: (i) contract wood handling and chipping services; (ii) the manufacture and sale of wood pellets for the U.S. heating market; and (iii) the manufacture, aggregation, and sale of wood pellets for the utility and industrial power generation market. Rentech is effectively comprised of the following segments: NEWP; Fulghum US; Fulghum SA; Rentech Canada; and Rentech US. The company leases 600 square feet of office space in Washington, DC, where it previously had its headquarters, and 900 square feet in Los Angeles, California. Rentech Canada, Fulghum, and NEWP lease office space in Thunder Bay, Ontario, Augusta, Georgia, and Jaffrey, New Hampshire, respectively. The combined plan and disclosure statement contemplates the completion of the sales of substantially all of the assets of certain of the Debtors' wholly owned, non-Debtor subsidiaries, including Fulghum Fibres, Inc., Fulghum Fibres Collins, Inc., Fulghum Fibres Florida, Inc., Schuyler Wood Pellet, LLC, Deposit Wood Pellet, LLC and New England Wood Pellet, LLC. Each holder of Allowed General Unsecured Claims in Class 3 will receive its pro rata share of any funds remaining in the Debtors' Estates or the Rentech Liquidation Trust or such other treatment as may be agreed upon by such Holder and the Debtors, the Post-Effective Date Debtors or the Liquidation Trustee. Projected recovery for this class is 0% to 70%. Distributions on account of Allowed Claims and Allowed Equity Interests and any Wind-Down Expenses will be paid from: (a) Cash held by the Debtors as of the Effective Date, (b) Cash obtained after the Effective Date resulting from the Non-Debtor Subsidiary Sales, and (c) additional Cash proceeds obtained after the Effective Date, if any, from all sources, including the liquidation and collection of the Debtors' remaining assets. A full-text copy of the Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/deb17-12958-14.pdf About Rentech Inc. Rentech, Inc., an owner and operator of wood fibre processing and wood pellet production businesses, on Dec. 19, 2017, disclosed that it and its subsidiary, Rentech WP U.S. Inc. have filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The purpose of the bankruptcy filing is to seek to sell the assets of the Company's Fulghum Fibres and New England Wood Pellet subsidiaries and facilitate an orderly wind-down of Rentech Inc. ROBERT FONDA: Andersons Buying Newport Coast Property for $2.6M --------------------------------------------------------------- Robert Clark Fonda and Emily Regina Fonda ask the U.S. Bankruptcy Court for the Central District of California to authorize the bidding procedures in connection with the sale of their unoccupied residence located at 222 Via Koron, Newport Coast, California to Paul Richard Anderson and Jennifer Lynn Anderson for $2,625,000. A hearing on the Motion is set for Jan. 10, 2018 at 10:00 a.m. As reflected in the Debtors' Schedules, the Property is subject to a first deed of trust in favor of U.S. Bank Trust, N.A. (Caliber Home Loans, Inc.) in the approximate amount of $2.3 million. The Debtors needed to seek the protection of the Bankruptcy Code to avoid a foreclosure of the Property set for Dec. 9, 2016 and to maximize the value of the Property for all creditors. The Property had been listed by the Coldwell Banker Residential Mortgage ("CBRM Firm") for a total of 167 days. Between the CBRM Firm and Villa Real Estate ("Broker"), the Property has been held as an open house on an almost weekly basis, has been advertised on all major national and international websites during the duration of the listing, has been professionally staged so that it appears in the most positive light and access to the home for prospective buyers has been unimpeded . Following the relisting of the Property through the Broker, realtors and potential buyers were encouraged to present all offers. There have been over 15 inquiries within the current period with existing broker and two offers have been presented with the current listing agent. These most recent offers have been the highest and best offers to date. At the transition from the CBRM Firm and the Broker, there was an offer on the table of $2,375,000 and the agent for that buyer indicated that was his best and final offer. On Oct. 10, 2017, the Broker received a cash offer of $2,510,000 (verified through financial statements) and the Broker was able to shop that offer for approximately 35 days, when an offer was received from the Buyers of $2,625,000. The Broker then sent out multiple counter-offers to the two parties requesting highest and best with the Buyer increasing their offer to $2,625,000 and the other party responding that he would remain at his initial price of $2,625,000 due to the amount of work that needed to be done to the Property. At this moment, the offer of $2,625,000 by the Buyers is the highest and best and may not be easy to duplicate considering the amount of time that the Property has been on the market. These are the recorded liens and encumbrances against the Property and their proposed treatment through the sale: a. Orange County Treasurer and Tax Collector: Real property taxes in the estimated amount of $6,771. All outstanding real property taxes will be paid in full through escrow on the sale transaction. b. Caliber: The current beneficiary of a first priority deed of trust recorded Nov. 15, 2007; recording number 2007-000693630, i the amount of $2,510,023 (per Proof of Claim No. 6 filed May 26, 2017). This lien will be paid through escrow on the sale of the Property in the amount approved by Caliber. Thus, this lien will be released, discharged and terminated at the close of escrow. The Buyers and the Debtor have entered into the Residential Purchase Agreement and Joint Escrow Instructions for the sale and purchase of the Property. The Buyers has offered to purchase the Property through a short sale for a purchase price of $2,625,000, with $26,00 earnest money deposit, subject to the Bidding Procedures, which includes (i) a proposed discounted payoff to the Secured Lender; (ii) payment of Chapter 11 administrative expenses of approximately $75,000; (iii) payment of tax claims asserted by the Internal Revenue Service in the approximate amount of $75,000; (iv) payment of the expenses incurred by the Debtors of approximately $17,500 in the maintenance and upkeep of the Property during the period of time that the Property has been marketed for sale; and (v) other costs, including but not limited to brokers' commissions, escrow charges, title charges and documentary transfer taxes. The sale of the Property will be subject to approval by the Secured Lender and will be on an "as-is" condition, with no expressed or implied warranties, pursuant to the terms and conditions set forth in the Agreement, and subject to the Bidding Procedures. Through the sale, a real estate commission in the total amount not to exceed 5% will be paid which will be split between the Debtors’ Broker and the Buyer’s real estate broker, Coldwell Banker Millenium, through its agent Kimberly Bowen, in such amounts as agreed to by the brokers. The Debtors understand that the total amounts to be paid may exceed the purchase price, in which case the Debtors intend to negotiate with the Secured Lender, administrative creditors and brokers to make up any shortfall. In addition, they believe that it is possible that through the Bidding Procedures, the ultimate sale price may be sufficient to pay the items and claims in full. Finally, to the extent necessary, the Debtors will ask authority to surcharge the Secured Lender's collateral. The salient terms of the Bidding Procedures are: a. Potential bidders must bid an initial amount of at least $10,000 over the purchase price. Minimum bid increments thereafter will be $10,000. Subject to approval of the Court, the Seller will have sole discretion in determining (i) the other procedures to be utilized for bidding, (ii) which overbid is the best for the Estate. b. Bid Deadline: Jan. 5, 2018 at 5:00 p.m. (California time) c. Deposit: 3% of the initial overbid purchase price d. All competing bids must acknowledge that the Property is being sold on an "as is" basis without warranties of any kind, expressed or implied, being given by the Seller, concerning the condition of the Property or the quality of the title thereto, or any other matters relating to the Property. e. If overbids are received, the final bidding round for the Property will be held at the hearing on the Sale Motion in order to allow all potential bidders the opportunity to overbid and purchase the Property. f. In the event the Successful Bidder fails to close on the sale of the Property within the time parameters approved by the Court, the Seller will retain the Successful Bidder's Deposit and will be released from their obligation to sell the Property to the Successful Bidder and the Seller may then sell the Property to the First Back-Up Bidder approved by the Court at the hearing on the approval of the sale. g. In the event First Back-Up Bidder fails to close on the sale of the Property within the time parameters approved by the Court, the Seller will retain the First Back-Up Bidder's Deposit and will be released from their obligation to sell the Property to the First Back-Up Bidder and the Seller may then sell the Property to the Second Back-Up Bidder approved by the Court at the hearing on the approval of the sale. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Robert_Fonda_81_Sales.pdf The Debtors have been advised by their tax advisors that based on the purchase price contemplated, and the Debtors' tax basis in the Property, after applying available capital gains tax exemptions that there will be no tax liability generated from the sale. The Debtors propose to sell the Property free and clear of all liens, claims, interests, and encumbrances. They are currently negotiating the approval of the sale with the Secured Lender, and the proposed short sale is ultimately subject to the consent and approval of the Secured Lender. The Debtors anticipate that the Secured Lender will consent to the sale. Alternatively, through overbidding, there may be sufficient proceeds to pay the final allowed amount of the Secured Lender's claim in full. Pursuant to Bankruptcy Code Section 506(c), the Debtors ask authorization to surcharge the collateral of the Secured Lender for the costs the Debtors have incurred in the maintenance of the Property as well as with the preservation and disposition of such collateral. The services performed by their general counsel, Shulman Hodges & Bastian LLP and the Brokers, combined with the expenses incurred by the Debtors of approximately $17,500 in the maintenance and upkeep of the Property during the period of time that the Property has been marketed for sale, has preserved the value of the Property for the benefit of the Secured Lender. From the sale proceeds, the Debtors propose to pay (i) the Chapter 11 administrative expenses, expenses incurred by the Debtors in the maintenance of the Property and tax claims asserted by the Internal Revenue Service in an amount to be determined by the Court; and (ii) the liens, costs of sale and other expenses directly from the sale proceeds at the close of escrow, including but not limited to: (a) payment of outstanding real property taxes, if any; (b) payment of such amount approved by the Secured Lender in full satisfaction of its senior priority lien against the Property and directing that this lien will be released, discharged and terminated at the close of escrow; and (c) payment of closing costs and other monetary obligations the Agreement requires the Debtors, as the seller of the Property, to pay at the close of escrow (including but not limited to escrow charges, title charges, documentary transfer taxes) without requiring the Debtors to place any funds into escrow or have any continuing obligation to the senior lienholder; (iii) the real estate commission in the total amount not to exceed five percent of the final purchase price, to be split between the Debtors' Broker and the Buyers' broker, in such amounts as agreed to by the brokers; and (iv) all other reasonable and customary escrow fees, recording fees, title insurance premiums and closing costs necessary and proper to close escrow. The Debtors further ask authorization to resolve any disputes over the allowance and disallowance of costs and/or payoff amounts subject only to agreement between the Secured Lender and the Debtors as part of the escrow closing without the need for further notice, hearing or Court order. The Debtors desire to close the sale of the Property as soon as practicable after entry of an order approving the sale. Accordingly, they ask that the Court, in the discretion provided it under Federal Rule of Bankruptcy Procedure 6004(h), waives the 14-day stay requirement. The Creditor: U.S. BANK TRUST, N.A. c/o CALIBER HOME LOANS, INC. 13801 Wireless Way Oklahoma City, OK 73124 About the Rondas Robert Clark Fonda and Emily Regina Fonda sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-15008) on Dec. 9, 2016. The Debtors tapped James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, as counsel. On Feb. 8, 2017, the Court appointed Coldwell Banker Residential Mortgage as the Debtors' real estate broker. The contract with Coldwell expired on Sept. 25, 2017. On Dec. 4, 2017, the Court appointed Villa Real Estate as Broker. ROQUE DEVELOPMENT: Hires PFS Accounting as Accountant ----------------------------------------------------- Roque Development and Investment Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to hire PFS Accounting, LLP as its accountants. The professional services that PFS will render are: a. provide the Debtor and its bankruptcy counsel with accountancy reports and counseling with respect to the Debtor in the administration of the Estate and property of the Estate, including preparation of monthly operating reports, cash flow projections required by the United States Trustee, budgets and budget analyses as may be required by secured in support of the use of cash collateral and for parties in interest in support of a chapter 11 plan of reorganization and disclosure statement in support; and b. when necessary, appear along with the Debtor at all meetings required under the Guidelines of the Office of the United States Trustee, where the services of PFS for Debtor would be in the best interest of the Estate and Debtor. The firm's hourly billing rates are: Derrick K. Snyder, CPA Partner $275 Robert E. Stagier, CPA Partner $275 Aaron C. Stocks Partner $225 Accounting Manager $150 Accounting Supervisor $100 Bookkeeper $60 Tax Supervisor $125 Tax Professional $125 HR Manager $125 Technology Manager $125 Derrick K. Snyder, CPA, Partner in the PFS Accounting, LLP, attests that the accountants and staff comprising or employed by PFS are disinterested persons who do not hold or represent an interest adverse to the Estate and do not have any connection with Debtor, creditors, or any other party in interest in this case, or with the attorneys or accountants of such creditors or other parties in interest. The firm can be reached through: Derrick K. Snyder, CPA Professional Financial Solutions 556 N. Diamond Bar Blvd, #101 Diamond Bar, CA 91765 Phone: 909-294-7372 Fax: 888-729-9947 About Roque Development Roque Development and Investment Inc. was founded in 2014. The company's line of business includes providing professional engineering services. Based in Monterey Park, California, Roque Development and Investment Inc filed a Chapter 11 peition (Bankr. C.D. Cal. Case No. 16-24092) on November 15, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Louis J. Esbin, Esq. at the Law Offices of Louis J. Esbin as counsel. Derrick K. Snyder, CPA at Professional Financial Solutions serves as the Debtor's accountant. ROSETTA GENOMICS: Granted Extension to Comply with NASDAQ Rule -------------------------------------------------------------- Rosetta Genomics Ltd. received a notification letter from the NASDAQ Stock Market on Dec. 19, 2017, informing the Company that Nasdaq has determined to grant the Company an extension to regain compliance with Listing Rule 5550(b). The terms of the extension are as follows: on or before April 23, 2018, the Company must have closed on the previously announced transaction with Genoptix, Inc., which will effectively result in the delisting of the Company from the Nasdaq Capital Market. If the transaction with Genoptix, Inc., fails to close on or before April 23, 2018, the Company must raise sufficient equity to comply with the Rule. If the Company fails to evidence compliance upon filing its periodic report for the June 30, 2018, with the SEC and Nasdaq, the Company may be subject to delisting. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq's determination to a Listing Qualifications Panel. About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. -- http://www.rosettagx.com/-- is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA-certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a net loss of US$16.23 million on US$9.23 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rosetta had US$6.20 million in total assets, US$5.11 million in total liabilities and US$1.09 million in total shareholders' equity. Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and has limited liquidity resources that raise substantial doubt about its ability to continue as a going concern. ROSETTA GENOMICS: Will Hold Its Extraordinary Meeting on Feb. 1 --------------------------------------------------------------- Rosetta Genomics Ltd. furnished a proxy statement and a form of proxy card for its extraordinary general meeting of shareholders. The Meeting is scheduled to be held at the California offices of the Company at 25901 Commercentre Dr., Lake Forest, CA 92630, on Feb. 1, 2018 at 10:00 am (Pacific time). Copies of the proxy statement and form of proxy card are available for free at: https://is.gd/Zx6QRU https://is.gd/fMtoFh At the Extraordinary Meeting, shareholders will be asked to consider and vote on the following: 1. The adoption and approval, pursuant to Section 320 of the Companies Law 5759-1999 of the State of Israel, of the merger of Stone Marger Sub Ltd. ("Merger Sub"), a company incorporated under the laws of the State of Israel and a wholly owned subsidiary of Genoptix, Inc., a Delaware corporation, with and into the Company, including the adoption and approval of: (i) the Agreement and Plan of Merger, dated as of Dec. 14, 2017, by and among Genoptix, Merger Sub, and the Company; (ii) the merger of Merger Sub with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Sections 314 through 327 of the Companies Law, following which the separate corporate existence of Merger Sub shall cease and the Company will become a private wholly-owned direct subsidiary of Genoptix; (iii) the consideration to be received by the shareholders of the Company in the Merger, preliminarily estimated to be $0.60 to $0.70 in cash, without interest and less any applicable withholding taxes, for each ordinary share of the Company nominal (par) value NIS 7.2 per share, held immediately prior to the effective time of the Merger, with the exact price per ordinary share dependent on the final amounts of deductions and adjustments detailed in the Merger Agreement that have not yet been fixed and the extent to which outstanding warrants are exercised and convertible debentures are converted prior to the effective time of the Merger; and (iv) all other transactions and arrangements contemplated by the Merger Agreement, including, without limitation, the purchase by the Company of a prepaid "tail" directors' and officers' liability insurance policy for a period of seven years following the effective time of the Merger. About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. -- http://www.rosettagx.com/-- is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA-certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a net loss of US$16.23 million on US$9.23 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rosetta had US$6.20 million in total assets, US$5.11 million in total liabilities and US$1.09 million in total shareholders' equity. Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and has limited liquidity resources that raise substantial doubt about its ability to continue as a going concern. RPM HARBOR: Committee Wants Plan Exclusivity Terminated ------------------------------------------------------- The Official Committee of Unsecured Creditors of RPM Harbor Services, Inc., asks the U.S. Bankruptcy Court for the Central District of California to terminate the Debtor's exclusivity period to file a plan of reorganization and solicit acceptances for that Plan. A hearing to consider the Committee's request is set for Jan. 18, 2018, at 10:00 a.m. The Committee complains that: a. the Debtor has filed three motions to extend its plan exclusivity; b. although the Debtor has not yet filed its own plan, commentators have noted that the likely consequence of the denial of an extension of exclusivity is "not that creditor plans will be proposed and approved, but that the threat of such plans will cause the debtor to come forward more quickly than he might otherwise"; c. there are no complex business issues to resolve before a confirmable plan can be proposed by another party; d. the Debtor has not negotiated the terms of the Plan with any creditors of which the Committee is aware. The Debtor appears to be basing its delay in proposing a plan on the highly speculative premise that it will obtain the favorable rulings in its objection to approximately 20 creditor claims and has not engaged in settlement discussions with the creditors; e. there has been no progress towards a reorganization in this case. The Debtor has merely been operating without taking steps to move it closer to exiting this case by way of a plan; f. no plan at all has been filed by the Debtor in this case, despite the Debtor's three requested extensions of exclusivity; g. sufficient time has elapsed in this case to propose a confirmable plan. By the time this motion will be heard, this case will have been pending nearly nine months. This is an uncomplicated case; the Debtor is an operating drayage company with a number of litigation claimants. There is nothing unique about this case nor the issues presented; h. the Debtor is threatening to shut its company down if it doesn't obtain the legal victories it is seeking against approximately twenty former truck drivers. Under this threat, the Debtor has sought to retain exclusive control over the reorganization process without any attempt to maximize the value of the estate for the benefit of creditors. In doing so, creditors are hostage to a process that could be to their severe detriment, while, on the other hand, the case is being conducted solely for the benefit of insiders. In the meantime, there is no indication that these insiders are adequately fulfilling their fiduciary duties to this estate. The Committee reminds the Court that the Debtor has repeatedly stated in pleadings filed in this bankruptcy case and in oral presentations that it intends to close down the Debtor's business unless it obtains certain litigation victories -- which the Committee believes are highly speculative. The Committee recently succeeded in achieving a $1.15 million recovery for the Debtor's estate through a settlement with the Debtor's owner -- RPM Transportation, Inc. Therefore, the value of the estate may be currently at its highest point. As of Dec. 14, 2017, the Debtor's general bank account had a balance of $2,013,016. The Committee says that rather than allow the Debtor to diminish the value of the estate by incurring the high cost of litigation with questionable motives and merits, it appears to be in in the best interests of creditors to pursue a plan of liquidation so that the Debtor's cash assets can be distributed to its creditors. The Committee expects that a liquidating plan would also preserve other value that may be available through post-bankruptcy investigation and litigation to be conducted by an independent fiduciary and liquidating trust with oversight by a post-confirmation committee. Notably, through its continuing investigations, the Committee has determined that the Debtor has understated the transfers during the 90-day period prior to the Petition Date by over $1.5 million. Due to statements by the Debtor, the Committee is concerned that the Debtor will consume substantial estate assets through litigating objections to the claims of approximately twenty judgment creditors and similarly situated creditors who have filed proofs of claim. The Committee takes seriously Debtor's statement of intention to close its business unless it has the specified litigation victory against all of its pre-petition drivers. In light of the fact that the Debtor has already admittedly lost in all 11 prepetition proceedings before the California Labor Commission (thus, the ODAs), the Committee does not believe that the Debtor will succeed in disallowing the drivers' claims nor getting the legal victory upon which it bases its ability to continue as a going concern. Rather than expend the finite resources of this estate on the litigation tactics which are of dubious merit, the Committee seeks to have the Debtor's assets distributed to creditors as soon as possible. In addition, the Committee does not believe that there is a need to launch twenty claim objections in an effort that would likely only benefit the Debtor's insiders and drain cash assets of this bankruptcy estate. Consequently, the Committee believes that a liquidation of the Debtor's assets at this time will result in the most certain -- and likely highest -- return to all creditors. However, the Committee is unable to propose a plan of liquidation while the Debtor enjoys plan exclusivity under Section 1121. A copy of the Committee's request is available at: http://bankrupt.com/misc/cacb17-14484-141.pdf As reported by the Troubled Company Reporter on Nov. 14, 2017, the Debtor asked the Court to further extend the exclusivity period for the Debtor to file a plan of reorganization to Jan. 8, 2018, saying that the Debtor needs sufficient time to resolve the claims filed against it, make any necessary changes to its business model, and assess its profitability and provide projections supporting feasibility of any proposed plan. About RPM Harbor Services Inc. Based in Long Beach, California, RPM Harbor Services Inc. provides container delivery to import and export customers in California. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14484) on April 12, 2017. The petition was signed by Shawn Duke, its president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Julia W. Brand. Vanessa M. Haberbush, Esq., at Haberbush & Associates LLP, serves as the Debtor's counsel. The Official Committee of Unsecured Creditors of RPM Harbor Services, Inc., retained Levene, Neale, Bender, Yoo & Brill, LLP, as counsel; and CohnReznick LLP, as financial advisor. SE PROFESSIONALS: May Access Cash Collateral Through Jan. 27 ------------------------------------------------------------ The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized SE Professionals, S.C., to use cash collateral on an interim basis during the period Dec. 31, 2017 through January 27, 2018 as set forth in the Budget. In return to the Debtor's continued interim use of cash collateral, Bank First National is granted the following adequate protection for its purported secured interests in the property of the Debtor: (a) The Debtor will permit Bank First National to inspect its books and records; (b) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; (c) The Debtor will make available to Bank First National evidence of that which constitutes as its collateral or proceeds; (d) The Debtor will properly maintain its assets in good repair and properly manage its business; (e) Bank First National will be granted valid, perfected, enforceable security interests in and to the Debtor's postpetition assets, including all proceeds and products which become property of the estate, to the extent and priority of their alleged prepetition liens, but only to the extent of any diminution in the value of such assets during the period from the Petition Date through January 27, 2018; and (f) On or before January 15, 2018, and each month thereafter, the Debtor will provide Bank First National with a budget-to-actual report comparing actual income and expenses against those set forth on the cash collateral budget approved for the preceding calendar month. A final hearing on the Debtor's Motion to use cash collateral is scheduled to take place on January 23, 2018 at 10:00 a.m. A full-text copy of the Order is available at http://bankrupt.com/misc/ilnb17-18113-77.pdf About SE Professionals SE Professionals, doing business as Premier Vision, is a Wisconsin service corporation which employs licensed optometrists and sells eye-wear at three locations in the Milwaukee, Wisconsin area. SE Professionals' principal place of business is 840 W. Blackhawk St., Apt. 413, Chicago, Illinois, which is the residence of the president, sole director and sole shareholder of SE, namely, D. King Aymond, M.D. SE Professionals filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-18113) on June 14, 2017. King D. Aymond, M.D., president, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Arthur G Simon, Esq., at Crane, Heyman, Simon, Welch & Clar. No trustee, examiner or official committee of unsecured creditors has been appointed in the case. SEVEN STARS CLOUD: Recurring Losses Raise Going Concern Doubt ------------------------------------------------------------- Seven Stars Cloud Group, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $3.02 million on $30.22 million of revenue for the three months ended September 30, 2017, compared with a net loss of $2.15 million on $1.63 million of revenue for the same period in 2016. At September 30, 2017, the Company had total assets of $71.56 million, total liabilities of $47.76 million, convertible series A redeemable preferred stock of $1.26 million, and a $22.53 million in total stockholders' equity. As of September 30, 2017, the Company had cash of approximately $1.7 million and had accumulated deficits of approximately $120.5 million and $115.7 million as of September 30, 2017 and December 31, 2016, respectively, due to recurring losses since its inception. These factors could raise substantial doubt about the Company's ability to continue as a going concern. The Company continues to rely on debt and equity financing to pay for ongoing operating expenses and execution of our business plan. On March 28, 2016, the Company completed a common stock financing for $10.0 million. On July 19, 2016, the Company completed a stock financing with SSW for $4.0 million. On August 12, 2016, the Company completed another common stock financing with Harvest Alternative Investment Opportunities SPC for $4.0 million. On November 17, 2016, the Company completed another common stock financing with SSSHK for $2.0 million. On May 19, 2017, the Company completed another common stock financing with certain investors, including officers, directors and other affiliates of the Company for $2.0 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mLImgX About Seven Stars Cloud Group Seven Stars Cloud Group, Inc., formerly Wecast Network, Inc., is engaged in providing cloud-based, business to business (B2B) solutions for business landscape. The Company focuses on BASE technology and infrastructure including Blockchain, artificial intelligence, supply chain and exchanges to the virtual platform as a service (v pass). Its business units include smart intellectual property cloud, smart sales cloud products and transactional cloud. The Company is engaged in creating closed trade ecosystem for buyers and sellers. SKYPATROL LLC: Seeks Authority on Cash Collateral Use ----------------------------------------------------- Skypatrol, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida for the continued use of its cash collateral during the pendency of this chapter 11 case. The proposed Budget provides total projected expenses of approximately $463,773 for the month ending December 31, 2017 through April 30, 2018. The Debtor believes that (i) the Trust for Trebuchet Corp., Isabel Catherine Leeds Trust, and Oliver Williams Leeds Trust, claiming approximately $192,000; (ii) Platinum Financial Trust, LLC, claiming approximately $140,000; and (iii) the Debtor's CEO, Robert Rubin, claiming approximately $50,000, have security interest in substantially all assets of the Debtor. The Debtor proposes to grant Trust, Platinum and Rubin replacement liens on all property that is of the same nature and type as their prepetition collateral, in the same priority as the liens existed as of the Petition Date. However, said replacement liens will not attach to Avoidance Actions or their proceeds. The Debtor believes that the equity cushion coupled with the replacement liens is reasonable, in the best interest of its estate and sufficient to adequately protect the Lenders. As such, the Debtor requests the Court to grant the adequate protection to the Lenders on an interim basis. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/flsb17-24842-14.pdf About Skypatrol, LLC Skypatrol, LLC -- https://www.skypatrol.com/ -- provides integrated Global Positioning System (GPS) tracking solutions serving many markets including vehicle finance, fleet management, mobile asset tracking, automobile dealerships, outdoor sports and motor sports. Skypatrol has built innovative GPS tracking and fleet management software tools uniquely combined with its proprietary GPS hardware and software to help businesses monitor, protect and optimize mobile assets in an increasingly machine-to-machine world. Skypatrol systems operate on a wide variety of platforms including Global System for Mobiles (GSM) and Code Division Multiple Access (CMDA) cellular networks and dual mode Iridium satellite devices. The company was established in 2002 and is based in Miami, Florida. Skypatrol filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-24842) on Dec. 13, 2017. Robert D. Rubin, CEO, signed the petition. The case is assigned to Judge Robert A. Mark. The Debtor is represented by Joel L. Tabas, Esq. at Tabas & Soloff, P.A. At the time of filing, the Debtor had $3.63 million in total assets and $7.39 million in total liabilities. SMF ENERGY: Trustee Taps Smith Hulsey as Appellate Counsel ---------------------------------------------------------- Soneet R. Kapila, as the Liquidating Trustee of the SMF Energy Liquidating Trust, the successor to SMF Energy Corporation and three of its subsidiaries and affiliates, seeks authority from the US Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, to retain the law firm of Smith Hulsey & Busey and Stephen P. Busey, Esq., as special appellate counsel. The Trustee seeks to employ Smith Hulsey as his special appellate counsel in connection with the anticipated appeal by the Trustee to the Eleventh Circuit Court of Appeals of recent adverse rulings/orders entered by the United States District Court for the Southern District of Florida in the Trustee's adversary proceedings against Grant Thornton, LLP [Adv. Pro. 14-01162 and District Court Case No. 14-61194] and Davis, Graham & Stubbs, LLP [Adv. Pro. 15-01031 and District Court Case No. 15-61016]. Stephen D. Busey, attorney at Smith Hulsey & Busey, attests that he and the firm are "disinterested persons" as such term is defined in Section 101(14) of the Bankruptcy Code and do not hold an interest adverse to the estate on the matters for which they are being employed. Smith Hulsey will charge a fixed hourly rate of $350 for legal services rendered. The counsel can be reached through: Stephen D. Busey, Esq. SMITH HULSEY & BUSEY 225 Water Street, Suite 1800 P.O. Box 53315 Jacksonville, FL 32201-3315 Tel: 904-359-7700 Fax: 904-359-7708 Email: busey@smithhulsey About SMF Energy SMF Energy Corporation, a provider of fuel and lubricants for the trucking, manufacturing and construction industries, and three of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Lead Case No. 12-19084) on April 15, 2012. The affiliates are SMF Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty, Inc. SMF sought bankruptcy protection after Wells Fargo Bank, N.A., shut off access to a revolving credit loan and declared a default. The bank is owed $11.2 million, including $8 million on a revolving credit secured by all assets. SMF Energy disclosed $16,387,456 in assets and $31,160,009 in liabilities as of the Chapter 11 filing. The Fort Lauderdale, Florida-based Company, which did business Streicher Mobile Fueling and SMF Generator Fueling Services, disclosed $37.0 million in assets and $25.17 million in liabilities as of Dec. 31, 2011. On March 22, 2012, the Company appointed Soneet Kapila of Kapila & Company, Ft. Lauderdale, Florida, as its chief restructuring officer. Judge Raymond B. Ray oversees the case. Lawyers at Genovese Joblove & Battista, P.A., served as the Debtors' counsel. Trustee Services Inc. served as claims agent. Bayshore Partners, LLC, served as their investment banker. The petition was signed by Soneet R. Kapila, the CRO. The Debtors tapped Harry Stampler and Stampler Auctions for the sale and liquidation of the assets of the Debtors located at 200 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida through an auction sale scheduled for July 19, 2012, at the Property. Steven R. Turner, the Assistant U.S. Trustee 21, appointed three members to the Official Committee of Unsecured Creditors. Robert Paul Charbonneau and the law firm of Ehrenstein Charbonneau Calderin represented the committee. SPEED VEGAS: Hires Bielli & Klauder as Chapter 11 Counsel --------------------------------------------------------- Speed Vegas, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Bielli & Klauder, LLC as counsel for the Debtor. The professional services that Bielli & Klauder will render are: a. provide the Debtor legal advice with respect to its powers and duties as a debtor in possession in the continued operation of its business and management of its properties; b. assist in taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the behalf of Debtor, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; c. prepare or assist in preparing of the Debtor all necessary schedules, statements, applications, answers, orders, reports, motions and notices in connection with the administration of the estate of the Debtor; d. prepare responses to applications, motions, other pleadings, notices, and other papers that may be filed and served in the Case; e. appear before this Court and such other courts as may be appropriate to represent the interests of the Debtor in matters that require representation and to represent and assist Debtor in negotiations with other parties in interests in the Case; f. advise the Debtor concerning actions it might take to collect and recovery property for the benefit of its estate; g. advise the Debtor concerning executory contracts and unexpired lease assumptions, assignments, and rejections; h. advise the Debtor in connection with the Debtor's contemplated sale of all or substantially all of their assets under section 363 of the Bankruptcy Code; i. advise the Debtor in formulating and preparing a chapter 11 plan on behalf of the Debtor, the related disclosure statement, and any revisions, amendments relating to such documents, and all related materials; and advise and assist the Debtor in connection with the solicitation and confirmation processes; and j. perform all other necessary legal services for the Debtor which may be necessary in the Case. Bielli & Klauder's current hourly rates are: David M. Klauder (Member) - $350.00 Thomas Bielli (Member) - $350.00 Nella Bloom (Of Counsel) - $325.00 Cory P. Stephenson (Associate) - $205.00 Tyler Sacchetta (Law Clerk) - $175.00 Alyssa Carrillo (Paralegal) - $150.00 David M. Klauder, Esq., member of the law firm of Bielli & Klauder, LLC, attests that neither he, the firm, nor any of its member, counsel or associate, holds or represents any interest adverse to the Debtor or has any connection with the Debtor, its creditors or any other parties in interest; and that Bielli & Klauder is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. The counsel can be reached through: David M. Klauder, Esq. BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Phone: (302) 803-4600 Fax: (302) 397-2557 Email: dklauder@bk-legal.com About Speed Vegas Speed Vegas, LLC -- https://speedvegas.com/ -- owns a car racing track in the Las Vegas Valley, Nevada. SPEEDVEGAS allows guests to drive sports cars around a custom race track: a 1.5 mile track, with a half mile straight. Racers can choose from a multi-million dollar collection of exotic supercars: Ferrari, Lamborghini, Porsche, Mercedes and more. Phil Fiore, Velocita, LLC, EME Driving, LLC, Thomas Garcia, Sloan-Speed, LLC, and T-VV, LLC, filed an involuntary Chapter 11 petition (Bankr. D. Del. Case No. 17-11752) against SPEEDVEGAS on Aug. 12, 2017. The petitioning creditors are represented by Steven K. Kortanek, Esq., at Drinker, Biddle, & Reath LLP. The Hon. Kevin J. Carey presides over the case. On December 15, 2017, the Delaware Court converted the involuntary bankruptcy petition to a voluntary action. STEVE'S FROZEN: Shareholders to Infuse Funds to Finance Latest Plan ------------------------------------------------------------------- Steve's Frozen Chillers, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a second amended disclosure statement describing its first amended chapter 11 plan of reorganization dated Dec. 18, 2017. Class 4 under the latest plan is the general unsecured claims. The members of this class will share pro-rata from the amount of $300 per month paid on a quarterly basis. They will be paid less than 1% of their allowed claim, over a 60 month period. The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Additionally, Debtor's Officers and Shareholders Stephen Schoenberg, David Schoenberg, Susan Schoenberg, and Brian Schoenberg, may infuse personal funds as necessary to fund the plan. Additionally, Officers and Shareholders Stephen Schoenberg, David Schoenberg, Susan Schoenberg, and Brian Schoenberg are pledging two parcels of real property with estimated equity totaling $300,000 in an effort to stabilize and maintain operations and plan payments. The Troubled Company Reporter reported on July 26, 2017 that creditors holding Class 9 general unsecured claims will share pro-rata from the amount of $206 per month paid on a quarterly basis. They will be paid less than 1% of their allowed claims over 60 months. A copy of the Second Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-13690-153.pdf About Steve's Frozen Chillers Founded in 2001, Steve's Frozen Chillers, Inc. -- http://stevesfrozenchillers.com/-- offers more than 20 flavors of frozen drink mixes, both for alcoholic drinks and non-alcoholic, including frozen cappuccinos, frozen energy drinks and skinny iced coffee. In 2016, the Debtor recorded gross revenue of $2.56 million compared to gross revenue of $3.09 million in 2015. The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-13690) on March 27, 2017. The petition was signed by Steven D. Schoenberg, CEO. At the time of filing, the Debtor had $744,658 in assets and $1.94 million in liabilities. The case is assigned to Judge Erik P. Kimball. Angelo A. Gasparri, Esq., at the Law Office of Angelo A. Gasparri, is the Debtor's bankruptcy counsel. The Debtor hired Boca Accounting LLC as its accountant and Faraci and Faraci, P.A. as its litigation counsel. STRATITUDE INC: Has Final Authorization to Use Cash Collateral -------------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has entered an agreed final order authorizing Stratitude, Inc., to use cash collateral in order to pay only the ordinary and reasonable expenses of operating the business which are necessary to avoid immediate and irreparable harm. BMO Harris Bank, N.A., and BIP Lender, LLC, have consented to the cash collateral use. BMO Harris Bank is granted valid and perfected replacement security interests in and liens on all of the Debtor's right, title and interest in, to and under the collateral. To the extent the adequate protection of the interests of BMO Harris Bank in the collateral proves insufficient, BMO Harris Bank will be and is granted an administrative expense claim under Section 507(b) of the U.S. Bankruptcy Code with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Code. BIP Lender, LLC, is granted valid and perfected replacement security interests in, and liens on all of the Debtor's right, title and interest in, to and under the collateral. A full-text copy of the Agreed Final Order is available at: http://bankrupt.com/misc/ilnb17-30724-52.pdf Counsel to BMO Harris Bank, N.A.: Douglas J. Lipke, Esq. Stephanie k. Hor-Chen, Esq. Vedder Price P.C. 222 N. LaSalle Street, Suite 2600 Chicafo, Illinois 60601 Telephone: (312) 609-7500 Facsimile: (312) 609-5005 Counsel to BIP Lender, LLC: Peter J. Haley, Esq. Nelson Mullins Riley & Scarborough, LLP One Post Office Square Boston, Massachusetts 02109 Telephone: (617) 217-4714 Facsimile: (617) 217-4750 Counsel to the Committee: Aaron L. Hammer, Esq. Michael Brandess, Esq. Sugar Felsenthal Grais & Hammer LLP 30 N. LaSalle Street, Suite 3000 Chicago, Illinois 60602 Telephone: 312-704-3280 Facsimile: 312-372-7951 About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. The company's principal executive offices are located in Schaumburg Illinois. It also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. CEO Robert H. Steele signed the petition. Stratitude, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-30724) on Oct. 13, 2017. The case is jointly administered with that of Quadrant 4. The Debtors' cases are assigned to Judge Jack B. Schmetterer. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Debtors are represented by Adelman & Gettleman Ltd as bankruptcy counsel. Nixon Peabody LLP acts as special counsel to the Debtors for matters concerning taxes, labor, ERISA, securities compliance, international law, and related matters while Faegre Baker Daniels LLP acts as special counsel for securities litigation. The Debtors hired Silverman Consulting Inc. as financial consultant, and Livingstone Partners, LLC, as investment banker. On July 10, 2017, an official committee of unsecured creditors was appointed in the Debtor's case. The committee retained Sugar Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst Partners, LLC, as its financial advisor. TERRAFORM GLOBAL: S&P Raises CCR to 'B+', Outlook Positive ---------------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on TerraForm Global Inc. to 'B+' from 'B-' and removed the rating from CreditWatch, where it was placed with positive implications on March 15, 2017. The outlook is positive. S&P said, "In addition, we raised the rating on TerraForm Global Operating LLC's debt to 'BB-' from 'B-' and removed the rating from CreditWatch, where we had placed it with positive implications on March 15, 2017. We also revised the recovery rating on the debt to '2' from '3', reflecting our expectation of substantial (70%-90%; rounded estimate: 80%) recovery in the event of default. "In addition, we withdrew the 'B-' rating on TerraForm Global Operating LLC's secured debt." The upgrade is the immediate result of the recently closed Brookfield Asset Management acquisition of 100% of TerraForm Global. S&P said, "Under SunEdison's control, Global had vastly underperformed our expectations, which resulted in numerous downgrades after its initial rating in 2015. The portfolio's struggles were largely related to an aggressive growth strategy, which we expect to be discontinued. Operations have been strong across the portfolio, and resource performance has been in line with our expectations; due to a relatively low level of cash flows being encumbered (about 10%), strong availability and resource performance generally lead to improved cash flows at the parent level." S&P said, "The positive outlook reflects our expectation that the issuer could lower debt during the next 12 months because new management seeks to refine the capital structure and use balance sheet cash to stabilize financial metrics. "We would likely raise the rating if the combination of operational performance and capital structure adjustment led to deconsolidated debt to EBITDA beneath 5x on a consistent basis. "We would likely revise the outlook to stable if Global were unable to improve its financial metrics under new ownership, such that deconsolidated debt to EBITDA remained above 5x persistently; acquisitions funded at the holdco level could lead to this occurring." TEXAS E&P: U.S. Trustee Forms Three-Member Committee ---------------------------------------------------- William T. Neary, U.S. Trustee for the Northern District of Texas, appointed three members to the official committee of unsecured creditors to the Chapter 11 case of Texas E&P Operating, Inc. The Committee members are: (1) Baker Hughes, a GE Company Committee Chair c/o Christopher J. Ryan Manager of Collections 2001 Rankin Road Houston, TX 77073 Tel: (713) 879-1063 E-mail: Christopher.ryan3@bhge.com (2) Kodiak Gas Services, LLC c/o Craig R. Collins, VP and General Counsel 15320 Highway 105 West, Suite 210 Montgomery, TX 77356 Tel: (936) 539-3300 Fax: (936) 539-3301 E-mail: Craig.collins@kodiakgas.com (3) Key Energy Services, LLC c/o Ross Guthrie, VP Order to Cash 1301 McKinney, Suite 1800 Houston, TX 77010 Tel: (713) 651-4300 Fax: (281) 782-4246 E-mail: rguthrie@keyenergy.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Texas E&P Operating Based in Richardson, Texas, the Texas E&P group of companies -- http://texasepgroup.com-- offer direct investment opportunities in its oil and natural gas projects in the Southwestern United States. From the initial investment to the production of each well, the Group oversees each phase of development. Texas E&P Operating is an independent oil and natural gas operator, with specialties in developing new and existing oil fields since 1994. Texas E&P Funding manages a diverse offering of oil and natural gas investments. Texas E&P Well Service is in the well workover and completion industry, with dedication to safety and innovation. Texas E&P Operating, Inc. fka Chestnut Exploration and Production, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Mark A. Plummber, president. Judge Stacey G. Jernigan presides over the case. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. TROVERCO INC: New Plan Discloses Supply Agreement with TSF ---------------------------------------------------------- Troverco, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a disclosure statement with respect to its first amended chapter 11 plan of reorganization dated Dec. 19, 2017. The latest filing provides that the Debtor's business model has shifted from a system more heavily weighted with fixed costs to a regime more heavily defined by variable costs. The Debtor has reduced its number of routes from 115 to 48, shedding costly routes that offered relatively low sales volume and has thus increased the density of its sales per route. The Debtor has also reduced from 230 to 92 its number of employees and has reduced its fleet of delivery trucks from 115 to 58. The Debtor formerly maintained five offices and distribution centers, and now maintains only two, while also reducing its depots to 20 from 50. Such changes have enabled the Debtor to reduce its redistribution teams from seven to two, and the Debtor has shed all 36 of its leased automobiles. Such changes enable the Debtor to operate with significantly lower fixed expenses in gross and as a proportionate share of revenues. Consequently, cost increases to be experienced by the Debtor will be driven primarily by sales increases and corresponding profit realizations. Additionally, the Triple Sticks Foods, LLC, an entity owned and operated directly or indirectly by the Trover family, has agreed to enter into the Supply Agreement which provides the Debtor with increased margins on substantially all of its sandwich sales. As a result, increased sales will likely also result in increased overall profit margins. A copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/moeb17-44474-213.pdf About Troverco Inc. Based in Saint Louis, Missouri, Troverco Inc. -- http://www.troverco.com/-- is in the food industry specializing in freshly prepared sandwiches and snacks for delivery to businesses. Troverco began as a franchise in 1959 under the name Lakeshire Sandwiches. Troverco filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 17-44474) on June 29, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Joseph E. Trover, Jr., the CEO. Judge Charles E. Rendlen III presides over the case. Spencer Fane LLP and Cullen and Dykman LLP represent the Debtor as legal counsel. The Debtor hired Three Twenty-One Capital Partners, LLC, as financial advisor and investment banker. On July 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Goldstein & McClintock LLLP as bankruptcy counsel and Protiviti Inc. as financial advisor. No trustee or examiner has been appointed in this chapter 11 case. TWO RIVERS WATER: Technical Default Raises Going Concern Doubt -------------------------------------------------------------- Two Rivers Water & Farming Company filed its quarterly report on Form 10-Q, disclosing a net loss of $671,000 on $1,022,000 of total revenue for the three months ended September 30, 2017, compared with a net loss of $1,035,000 on $7,000 of total revenue for the same period in 2016. At September 30, 2017, the Company had total assets of $47.48 million, total liabilities of $26.25 million, and $21.23 million in total stockholders' equity. At September 30, 2017, the Company has a working capital deficit and a stockholders' deficit of approximately $19,370,000 and $87,393,000, respectively. The HCIC seller carry back debt is in technical default. These factors raise substantial doubt about the Company's ability to continue as a going concern. The $4M GrowCo Note is classified as current due to the holders' right to call the note upon 60-days notice. The HCIC debt of $6.4 million is secured by water and land assets that are valued at approximately $26 million. Should the holders of the HCIC debt demand payment, management believes the value of these assets makes the debt re-financeable. A full-text copy of the Form 10-Q is available for free at: https://is.gd/QRFEm5 About Two Rivers Water & Farming Co. Two Rivers Water & Farming Company acquires and develops irrigated farmland, and associated water rights and infrastructure in the Arkansas River Basin in southeastern Colorado. It operates through Farms, Greenhouse, and Water lines businesses. The Company was formerly known as Two Rivers Water Company and changed its name to Two Rivers Water & Farming Company in December 2012. It was founded in 2002 and is headquartered in Denver, Colorado. Two Rivers Water & Farming Company is a subsidiary of BPZ Resources, Inc. VARINDER SINGH: Proposes a $701K Short Sale of Bethlehem Property ----------------------------------------------------------------- Varinder Jeet Singh asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the short sale of residential real estate at 256 Cobblestone Lane, City of Bethlehem, County of Northampton and Commonwealth, Pennsylvania to Manju Mary Thomas and Mahesh Krishnamaury for $701,000. The Property is valued according to the highest and best offer obtained in a commercially reasonable manner at $701,000. It is encumbered by a mortgage(s) held by US Bank N.A in the amount of $798,574. It is further encumbered by real estate taxes and/or utility liens owed to various local taxing entities including: (i) a. Bethlehem Area School District (in amount to be proven); (ii) Northampton County TCB (in amount to be proven); (iii) Commonwealth of PA (Revenue) (in amount to be proven); and (iv) Internal Revenue Service (in amount to be proven). The Debtor and the Buyers have entered into a fully executed agreement of sale. The Debtor proposes to sell the Property to the Buyer for $720,000, with $20,000 earnest money, free and clear of liens, encumbrances and other interests. It is believed and therefore averred the contract is subject to a fee due to a Broker of 6% of the gross sale price and that broker is Keller Williams Real Estate, 2901 Emrick Blvd. Unit 100, Bethlehem, Pennsylvania. The Debtor is asking the authority to the extent of available funds realized from the sale proceeds in following priority: a. The reasonable costs of sale including realtor's commissions, if any, the costs of one half of the applicable transfer taxes, notary fees, recording fees, the reasonable and customary adjustments and pro-rated items such as real estate taxes and municipal and utility charges if any; b. The Mortgage of US Bank N.A. in its respective priorities (until it is paid in accord with a determination by this court as to the amount it is owed). c. The remaining funds, if any, will be paid into the Escrow Account of the Debtor's Attorney pending further order of the Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Varinder_Singh_16_Sales_.pdf The Purchasers: Manju Mary Thomas and Mahesh Krishnamaury 3109 Fox Hill Road Easton, PA 18045 Varinder Jeet Singh sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 16-18245) on Dec. 6, 2017. The Debtor tapped Michael J. McCrystal, Esq., as counsel. VERNON PARK CHURCH: Wants to Access HSB Cash Collateral ------------------------------------------------------- Vernon Park Church of God requests the U.S. Bankruptcy Court for the Northern District of Illinois to authorize its use of the cash collateral of Happy State Bank d/b/a Gold Star Company. The Court will hold a hearing on Jan. 9, 2018 at 9:30 a.m. to consider the Debtor's request for use of cash collateral. The proposed monthly budget provides total expenses in the aggregate amount of $69,893. To finance the construction of its new facility, the Debtor granted a mortgage in the principal amount of $3,000,000 to Happy State Bank, as Trustee of the Bondholders of Vernon Park Church of God. The mortgage was secured by the Debtor's facility at 9011 South Stony Island and the land for its new facility in Lynwood, Illinois. The Debtor is generating and collecting revenue from the operation of the Church. The Debtor believes that the revenue generated by the Lynwood Property is cash collateral in which Happy State Bank has an interest. The Debtor claims that it does not have funds on hand sufficient to pay the monthly operating expenses of the Church. The Debtor is also unable to incur debt or obtain credit to operate the Church. As such, the Debtor has an immediate need to use the cash collateral of Happy State Bank to operate the Church. The Debtor also needs to use the cash collateral to finance its chapter 11 reorganization. In order to provide Happy State Bank adequate protection, the Debtor has agreed to: (a) Grant Happy State Bank replacement liens on the Lynwood property and the proceeds of the Property to the same extent and with the same priority as its prepetition liens on the Property; (b) Make periodic interest payments in the amount of $15,000; and (c) Limit its expenditures to no more than 110% of the disbursements listed on the Budget. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ilnb17-35316-23.pdf About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. Jerald January Sr., pastor, signed the petition. The Debtor estimated both assets and liabilities between $1 million to $10 million. The case is assigned to Judge Donald R Cassling. The Debtor is represented by Karen J Porter, Esq. at Porter Law Network. VOYA FINANCIAL: Moody's Affirms (P)Ba2 Preferred Shelf Rating ------------------------------------------------------------- Moody's has affirmed with a stable outlook the Baa2 senior unsecured guaranteed debt rating of Voya Financial, Inc. (Voya) and the A2 insurance financial strength (IFS) ratings of four of its five wholly owned life insurance subsidiaries, as well as other Voya affiliated ratings. The A2 IFS rating of the Voya Insurance and Annuity Company (VIAC), a fifth life insurance subsidiary, was placed on review for possible downgrade. The rating actions follow Voya's announcement of its plans to sell substantially all of its closed block variable annuity (CBVA) segment together with VIAC, which was the primary issuer of the business, as well as its fixed and fixed indexed annuity businesses, to a consortium of investors led by affiliates of Apollo Global Management LLC (not rated). RATINGS RATIONALE Moody's said the rating affirmations of Voya and its affiliates (excluding VIAC) are based on the group's established position in the retirement savings market, with leading positions in the specialized 403(b) and 457 retirement plan sectors. Moody's expects Voya's earnings to become markedly more stable without the volatility and hedging complexity of the CBVA, a credit positive, and for the profitability of Voya's remaining core retirement, employee benefits, and investment management businesses, which, while gaining momentum, are weak for the company's ratings, to continue to improve. These strengths are mitigated by Voya's much narrower business profile and footprint after the transaction, as well as its greater reliance on narrow-margined, highly competitive fee-based businesses, given the company's additional plan to seek strategic alternatives for its existing life insurance business. In addition, Voya remains subject to shareholder pressures for higher share repurchases and increased quarterly shareholder dividends, which could increase leverage and pressure somewhat weak (although improving ) earnings and cash coverage metrics. Moody's expects these metrics to be within its expectations for its rating (i.e., total leverage no higher than 30%; earnings and cash coverage no lower than 5x and 3x, respectively), and for regulatory capital at the life companies, as measured by its NAIC Risk-Based Capital ratio, to be maintained at not lower than the company's target of 425%. Moody's added that the VIAC review for downgrade will focus on, among other things, the capital structure of the new entity, its business and investment strategy, regulatory capital levels, and any capital and/or planned financial support from the new owners. The CBVA is a sizable block of legacy variable annuities with rich guarantees and significant associated earnings, reserve, and capital volatility, as well as interest rate, equity market, and hedging risks. On a stand-alone basis, VIAC's credit and financial profile would be several notches lower. The following factors could lead to an upgrade of Voya and its insurance subsidiaries (excluding VIAC): consolidated adjusted financial leverage no greater than 25% at the consolidated Voya level, with earnings and cash coverage of at least 8x and 5x, respectively, on a consistent basis; steady profitability, with return-on-capital ratio (ROC) of at least 8% on a consistent basis, excluding one-time items; RBC ratio consistently at or above 425% (company action level), while maintaining good capital adequacy at onshore captives; greater business diversification, with less dependence on fee-based products. The following could lead to a review for downgrade of Voya and its insurance subsidiaries: total leverage above 30%, with earnings and cash coverage consistently less than 5x and 3x, respectively; ROC's consistently below 5%; consolidated RBC ratio falling below 375% (company action level, excluding the captive, which, separately, must be adequately capitalized); share repurchase activity, and/or common stock dividends consistently funded by debt (vs. retained earnings). The following ratings have been affirmed: Voya Financial, Inc.: Backed senior unsecured at Baa2; backed junior subordinated debt at Baa3 (hyb); backed Issuer Rating at Baa2; senior unsecured shelf rating at (P) Baa3; subordinated shelf rating at (P) Ba1; preferred shelf rating at (P) Ba2; Voya Holdings Inc.: Issuer Rating at Baa2; backed senior unsecured rating at Baa1(guaranteed by ING Groep, NV) Equitable of Iowa Companies Capital Trust II: backed preferred rating at Baa3(hyb); Peachtree Corners Funding Trust: backed senior unsecured rating at Baa2. Voya Retirement Insurance and Annuity Company: insurance financial strength rating at A2; Reliastar Life Insurance Company: insurance financial strength rating at A2; Reliastar Life Insurance Company of New York: insurance financial strength at A2; Security Life of Denver Insurance Company: insurance financial strength at A2. The following rating was placed on review for downgrade: Voya Insurance and Annuity Company: insurance financial strength of A2. Outlook Actions: Issuer: Voya Financial, Inc. Outlook Stable Issuer: Voya Holdings, Inc. Outlook Stable Issuer: Equitable of Iowa Companies Capital Trust II Outlook Stable Issuer: Peachtree Corners Funding Trust Outlook Stable Issuer: Voya Retirement Insurance and Annuity Company Outlook Stable Issuer: Reliastar Life Insurance Company Outlook Stable Issuer: Reliastar Life Insurance Company of New York Outlook Stable Issuer: Security Life of Denver Insurance Company Outlook Stable Issuer: Voya Insurance and Annuity Company -- Outlook Under Review from Stable Voya Financial, Inc. is a publicly owned life insurance group, headquartered in New York City. At September 30, 2017, the company reported consolidated GAAP assets of approximately $227 billion and shareholders' equity of close to $15 billion. The principal methodology used in these ratings was Global Life Insurers published in April 2016. WARWICK YARD: Court OKs Appointment of M.T. O'Toole as Trustee -------------------------------------------------------------- The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York has entered an order on December 4, 2017, approving the appointment of Marianne T. O'Toole as chapter 11 trustee in the bankruptcy case of The Warwick Yard LLC. About The Warwick Yard, LLC The Warwick Yard is a New York limited liability company that operates a sports complex, which has open fields and covered dome field for rent to sports teams, and charges on a per use basis. Warwick Yard's only asset is the real property located at 120 State School Road, Warwick, New York 10990, which has been valued at approximately $5 million. The Warwick Yard filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-36103) on June 28, 2017. The petition was signed by Mark Goldstein, its member and manager. The case is assigned to Judge Cecelia G. Morris. Brian K. Condon, Esq. at Condon & Associates, PLLC represents the Debtor. The Debtor estimates $1 million to $10 million in assets and liabilities. No official committee of unsecured creditors has been appointed. WESTMORELAND COAL: Deregisters Unsold Securities Under WCC Plan --------------------------------------------------------------- Westmoreland Coal Company has filed with the Securities and Exchange Commission post-effective amendments to these registration statements: * A Registration Statement on Form S-8 (Registration No. 333- 66698) filed on Aug. 3, 2001, registering 500,000 shares of the Company's common stock, par value $0.01 per share, 180,000 depository shares, each representing one-quarter of a share of Series A Convertible Exchangeable Preferred Stock, par value $1.00 per share, and an indeterminate number of plan interests issuable to participants under the Westmoreland Coal Company and Subsidiaries Employees' Savings Plan; * A Registration Statement on Form S-8 (Registration No. 333- 142132) filed on April 16, 2007, registering 600,000 shares of the Company's common stock, par value $0.01 per share, and an indeterminate number of plan interests issuable to participants under the Westmoreland Coal Company and Subsidiaries Employees' Savings Plan; * A Registration Statement on Form S-8 (Registration No. 333- 166393) filed on April 29, 2010, registering 1,000,000 shares of the Company's common stock, par value $0.01 per share, and an indeterminate number of plan interests issuable to participants under the Westmoreland Coal Company and Subsidiaries Employees' Savings Plan; and * A Registration Statement on Form S-8 (Registration No. 333- 206828) filed on Sept. 8, 2015, registering 500,000 shares of the Company's common stock, par value $0.01 per share, and an indeterminate number of plan interests issuable to participants under the Westmoreland Coal Company and Subsidiaries Employees' Savings Plan. On Aug. 2, 2016, the Company filed a Post-Effective Amendment No. 1 to amend the Registration Statement in connection with the Company's acquisition of all the issued and outstanding capital stock of San Juan Coal Company and San Juan Transportation Company and its assumption of the obligations under the San Juan Coal Company Salaried 401(k) Plan to include any shares of Common Stock that may be issued under the San Juan Plan in the shares of Common Stock previously registered under the Registration Statement. The offerings pursuant to the Registration Statements have ceased and Company is no longer issuing securities under the Plans. In accordance with the undertakings made by the Company in the Registration Statements to remove from Registration Statement any securities of the Company which remain unsold after the termination of the offering, the Company filed the Amendments in order to deregister all securities that remain unissued under the WCC Plan. About Westmoreland Coal Company Based in Englewood, Colorado, Westmoreland Coal Company -- http://www.westmoreland.com/-- is an independent coal company in the United States. Westmoreland's coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant. Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly-traded coal master limited partnership (NYSE:WMLP). Westmoreland Coal reported a net loss of $28.87 million on $1.47 billion of revenues for the year ended Dec. 31, 2016, compared to a net loss of $219.09 million on $1.41 billion of revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Westmoreland Coal had $1.43 billion in total assets, $2.20 billion in total liabilities and a total deficit of $774.14 million. * * * As reported by the TCR on March 2, 2016, Moody's Investors Service downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. The downgrade reflects Moody's expectation that the company's leverage metrics and cash flow generation will continue to be under stress due to the headwinds facing the coal industry. In November 2017, S&P Global Ratings lowered its corporate credit rating on Westmoreland Coal Co. to 'CCC' from 'CCC+'. The outlook is negative. S&P said, "The negative outlook on Westmoreland reflects our expectation that the company could default or pursue a distressed exchange or other restructuring in the next 12 months. We believe that a default could be precipitated by any combination of a covenant breach or difficulties in refinancing Oxford's term loan due December 2018. In our opinion, a restructuring associated with the Oxford debt could adversely impact Westmoreland's credit profile as a whole. WESTMORELAND RESOURCE: Extends Term of GP Services Pact to June 1 ----------------------------------------------------------------- Westmoreland Resource Partners, LP, and Westmoreland Resources GP, LLC, the general partner of the Partnership, have entered into a fifth amendment to the Services Agreement dated as of Jan. 1, 2015, by and between the Partnership and General Partner. The Amendment modified the term of the Services Agreement to extend the current term end date from April 30, 2018 to June 1, 2018. The term of the Services Agreement automatically renews upon the end of term for successive 12-month periods unless either party gives written notice no less than 120 days prior to the end of the current term of the Services Agreement. About Westmoreland Resource Based in Englewood, Colorado, Westmoreland Resource Partners, LP -- http://www.westmorelandMLP.com/-- is a low-cost producer and marketer of high-value thermal coal to large electric utilities with coal-fired power plants under long-term coal sales contracts. The Company also markets to industrial users and is a producer of surface mined coal in Ohio. Its reserves and operations are well positioned to serve its primary market areas of the Midwest, Northeast and Rocky Mountain regions of the United States. The company's operations are located in Ohio and Wyoming. It sold 7.8 million tons of coal in 2016. Westmoreland Resource reported a net loss of $31.58 million on $349.3 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $33.68 million on $384.7 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Sept. 30, 2017, showed $367.3 million in total assets, $409.6 million in total liabilities, and a total deficit of $42.23 million. WISHOP TILE: Hires Barrick Switzer as Bankruptcy Counsel -------------------------------------------------------- Wishop Tile & Drainage Co. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Western Division, to employ Darron M. Burke and Russell W. Baker and the law firm of Barrick, Switzer, Long, Balsley & Van Evera, LLP as attorneys to appear in Court and negotiate numerous legal matters concerning its financial affairs to insure an orderly administration of the Chapter 11 Bankruptcy Estate. Barrick, Switzer, Long, Balsley & Van Evera, LLP charges $275 per hour for its services. Darron M. Burke attests that his firm is a disinterested person as the term is defined by 11 U.S.C. Section 101(14). The counsel can be reached through: Darron M. Burke, Esq. BARRICK SWITZER LONG BALSLEY & VAN EVERA, LLP 6833 Stalter Drive Rockford, IL 61108 Tel: 815/962-6611 Fax: 815/962-1758 Email: dburke@bslbv.com About Wishop Tile & Drainage Co. Based in Rockton, Illinois, Wishop Tile & Drainage Co. filed a voluntary Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 16-82661) on November 8, 2017, listing under $1 million in both assets and liabilities. Darron M. Burke and Russell W. Baker at Barrick, Switzer, Long, Balsley & Van Evera, LLP represents the Debtor as counsel. XPLORADOR INC: Seeks to Hire County Law Center as Attorney ---------------------------------------------------------- Xplorador, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Marc A. Duxbury and County Law Center as its Chapter 11 counsel. Services required of County Law are: a. represent the Debtor in the Chapter 11 case and advise the Debtor as to its rights, duties and powers as a debtor-in-possession; b. prepare and file all necessary statements, schedules and other documents as deemed necessary for proper administration of the estate in the formulation, negotiation and reorganization of the Debtor; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. Fees the Counsel will charge the Debtor are: Marc A. Duxbury $350.00 Paralegal $185.00 Marc A. Duxbury, Esq. attests that his firm does not hold or represent an interest adverse to the estate with respect to the matters on which they are employed. The firm can be reached through: Marc A. Duxbury, Esq. COUNTY LAW CENTER 1901 Camino Vida Roble, Suite 114 Carlsbad, CA 92008 Tel: (760) 438-LAW1 (5291) Fax: (760) 438-4298 About Xplorador, Inc. Based in La Mesa, California, Xplorador, Inc. filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-07417) on December 11, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Marc A. Duxbury, Esq. at County Law Center. YIELD10 BIOSCIENCE: Reduces Authorized Common Shares to 40 Million ------------------------------------------------------------------ Yield10 Bioscience, Inc., held a special meeting of its stockholders on Dec. 27, 2017, at which the stockholders approved the proposal authorizing an amendment to the Certificate of Incorporation to decrease from 250,000,000 shares to 40,000,000 shares the aggregate number of shares of the Company's common stock that are authorized to be issued. At the Special Meeting, of the 3,461,714 shares of the Company's common stock entitled to vote, 2,486,316 shares were represented at the meeting in person or by proxy, constituting a quorum. Also on Dec. 27, Yield10 filed a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware. The Certificate of Amendment, effective as of Dec. 27, 2017, decreases from 250,000,000 shares to 40,000,000 shares the aggregate number of shares of the Company's common stock that are authorized to be issued. About Yield10 Bioscience Yield10 Bioscience, Inc. -- http://www.yield10bio.com/-- is focused on developing new technologies to achieve step-change improvements in crop yield to enhance global food security. Yield10 has an extensive track record of innovation based around optimizing the flow of carbon in living systems. Yield10 leverages its technology platforms and unique knowledge base to design precise alterations to gene activity and the flow of carbon in plants to produce higher yields with lower inputs of land, water or fertilizer. Yield10 is advancing several yield traits it has developed in crops such as Camelina, canola, soybean and rice. Yield10 is headquartered in Woburn, MA and has an Oilseeds center of excellence in Saskatoon, Canada. Yield10 reported a net loss of $7.60 million on $1.15 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $23.68 million on $1.35 million of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Yield10 had $5.57 million in total assets, $3.02 million in total liabilities and $2.54 million in total stockholders' equity. RSM US LLP, in Boston, Massachusetts, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has suffered recurring losses from operations and has insufficient capital resources, which raises substantial doubt about its ability to continue as a going concern. ********* 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 2018. 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. 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