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T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, January 3, 2018, Vol. 22, No. 2
Headlines
3920 PARK AVENUE: Plan Confirmation Hearing Set for Jan. 25
5 C HOLDINGS: Wants to Continue Using Cash Collateral Until June 30
9800 WEDDINGS: Hires Marchetti Law as Special Counsel
ADVANCED CONTRACTING: Trident Buying All Assets for $4 Million
AIAD SAMUEL: Trustee Selling Rio Linda Property to Tresner for $2M
AKERS BIOSCIENCES: Accumulated Deficit Raises Going Concern Doubt
ALPINE 4 TECH: Negative Working Capital Raises Going Concern Doubt
ANITA LAL: Proposes Sale of Interest in Manassas Property and LLC
ANSONIA 1692: Taps Advantage Law Group as Legal Counsel
APEX PROPERTIES: Jan. 22 Hearing on Second Amended Disclosures
APOLLO MEDICAL: Recurring Losses Raise Going Concern Doubt
BIKRAM'S YOGA: Hires Watley Group as Restructuring Advisor
BOEGEL FARMS: $40K Sale of 2008 Lockwood Aircup Planter Approved
BOEGEL FARMS: $8M Sale of 3.7K Acres of Kearney Property Approved
BRIGHT MOUNTAIN: Files Historical Financials of Daily Engage
CASA MEDIA: Sale of Nine Radio Stations to Lazer for $2.4M Approved
CASTLE ARCH: Trustee Sets Bidding Procedures for Tooele Property
CECCHI GORI: Taps Diamond McCarthy as Special Litigation Counsel
CHINA FISHERY: Has Until Feb. 28 to Solicit Plan Acceptances
CLINTON NURSERIES: Allowed to Use Cash Collateral on Interim Basis
COLONIAL MEDICAL: Taps Ada Conde as Legal Counsel
CRANBERRY GROWERS: Payment to Unsecured Creditors Raised to 7.6%
CROSIER FATHERS: Wants More Time to Exclusively File Plan
CRS REPROCESSING: Has Until March 8 to Exclusively File Plan
DB2017 LLC: Prior Owner Buying Forth Worth Property for $113K
DELCATH SYSTEMS: Exits from $3 Million Convertible Note
DIFFUSION PHARMACEUTICALS: Begins Phase 3 Clinical Trial with TSC
DIGITAL POWER: Needs More Capital to Continue as Going Concern
EXPERIMENTAL MACHINE: Feb. 14 Plan and Disclosures Hearing
FANNIE MAE & FREDDIE MAC: Gary Hindes Shares Some New Opinions
FARMACIA BRISAS: Court Conditionally OK's Plan Outline
FC GLOBAL: Gets $15M Investment Commitment From Opportunity Fund
FRONTIER OILFIELD: Capital Deficiency Raises Going Concern Doubt
GARDEN FRESH: Can Exercise Option to Renew Lease with Landlord
HALT MEDICAL: Has Until Feb. 6 to Exclusively File Plan
HELIOS AND MATHESON: Farnsworth Has 17.3% Stake as of Dec. 10
ILLINOIS STAR: Litigation with Largest Creditor Delays Plan Filing
J&S AUTO: May Access Cash Collateral Through Jan. 23
JACOB KUKER: Proposes $190K Sale of Arcadia Residential Property
LADDCO LLC: May Use Cash Collateral on Final Basis Until April 1
LIGHTBRIDGE CORP: Recurring Losses Raise Going Concern Doubt
MADEESMA INTERNATIONAL: Taps Joel M. Aresty as Legal Counsel
MADEESMA INVESTMENT: Taps Joel M. Aresty as Legal Counsel
MARIA SANCHEZ: Proposes $96K Private Sale of McAllen Property
MARIA SANCHEZ: Selling 50% Interest in Rio Hondo Property for $52K
MARRONE BIO: Secures $6 Million in Funding From Dwight Anderson
METROPARK USA: SM Financial Buying Default Judgments for $5K
MONCADA NJ SOLAR: Court Dismisses Chapter 11 Bankruptcy Case
MULTICARE HOME: May Use IRS Cash Collateral on Interim Basis
N214FT LLC: Amended Plan Outline OK'd; Jan. 22 Amended Plan Hearing
NADER MOMENI: Proposes $2M Private Sale of Chevy Chase Property
NET ELEMENT: Receives $2.7 Million from Stock Sale to Cobblestone
NEW MILLENNIUM ACADEMY: S&P Hikes Ratings on 2015A/B Bonds to B-
ONCOBIOLOGICS INC: Incurs $40 Million Net Loss in Fiscal 2017
PALISADES PARK: Wants $6.64K in Financing From Sang Geunnn Cho
PAUL'S AUTO CENTERS: Seeks Authorization to Use Cash Collateral
ROCKY MOUNTAIN: Changes Fiscal Year End to December 31
RUTHLESS CORP: Taps Tampa Law Advocates as Legal Counsel
SAN LOTUS HOLDING: Recurring Losses Raise Going Concern Doubt
SE Y OH: Morikawas Buying San Clemente Property for $1.1M
SOUTHERN TV: Private Sale of Property to Rocket Dog for $100K OK'd
SPECTRUM ALLIANCE: Sets Bid Procedures for Stabilized Portfolio
SPORTS ZONE: Taps McNamee Hosea as Legal Counsel
SUNSET PARTNERS: Cash Collateral Hearing Continued to Jan. 4
TADD WHOLESALE: Cash Collateral Hearing Reset to Jan. 9
TOP TIER SITE: January 24 Continued Cash Collateral Hearing
UPPER PADRE: Hires Keen-Summit Capital as Real Estate Broker
VERIFYME INC: Negative Cash Flow Raises Going Concern Doubt
VESCO CONSULTING: Wants to Continue Using Cash Collateral
W & W LLC: Bankruptcy Administrator Wants Plan Outline Modified
WEATHERFORD INTERNATIONAL: Sells Hydraulic Fracturing Business
WINGS & THINGS: Limited Cash Flow Casts Going Concern Doubt
YIELD10 BIOSCIENCE: Birchview Fund Has 2.2% Stake as of Dec. 29
YOSI SAMRA: Exclusive Plan Filing Deadline Moved to Feb. 20
*********
3920 PARK AVENUE: Plan Confirmation Hearing Set for Jan. 25
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Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey issued an order approving 3920 Park Avenue
Associates, LP's disclosure statement, dated Dec. 14, 2017,
referring to a chapter 11 plan.
Written acceptances, rejections or objections to the plan must be
filed no later than Jan. 10, 2018.
Jan. 25, 2018 at 11:00 a.m. is fixed as the date and time for the
hearing on confirmation of the plan.
About 3920 Park Avenue Associates
Morristown, New Jersey-based 3920 Park Avenue Associates, L.P.,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No.
16-14923) on March 16, 2016, estimating its assets at between $1
million and $10 million and liabilities between $10 million and $50
million. The petition was signed by Lawrence S. Berger, authorized
agent.
Judge Stacey L. Meisel presides over the case.
Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, serves as
the Debtor's bankruptcy counsel.
5 C HOLDINGS: Wants to Continue Using Cash Collateral Until June 30
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5 C Holdings, Inc., requests the U.S. Bankruptcy Court for the
Eastern District of California for authorization to continue using
Tri Counties Bank's cash collateral through June 30, 2018.
The Debtor owed Tri Counties Bank approximately $50,213, secured by
a perfected security interest against the Debtor's personal
property. The Debtor desires to continue to use Tri Counties Bank
consistent with the terms of the First Cash Collateral Motion, the
First Stipulation and the Order, except as modified by the 2018
Monthly Projections.
Tri Counties Bank has consented to the Debtor using its cash
collateral after December 31, 2017 and expects the Debtor to
confirm a Plan of Reorganization before June 30, 2018.
Consequently, the Debtor and Tri Counties Bank have reached an
agreement under which Tri Counties Bank will consent to the
Debtor's use of Tri Counties Bank's cash collateral through June
30, 2018. The Second Stipulation authorizes the Debtor to continue
its use of cash collateral consistent with the terms of the First
Stipulation between the Parties that was approved by the Court on
May 18, 2017.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/caeb17-11591-207.pdf
About 5 C Holdings
5 C Holdings, Inc., owns and operates a drilling and oilfield
service business. It was incorporated in March 2009 and operates
its business in the State of California. Cami Hogg is the sole
officer, director and shareholder of the Company. Ms. Hogg's
husband, Casey, is employed by the Company. The Hoggs have 40 years
of experience in the petroleum business.
5 C Holdings filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Cal. Case No. 17-11591) on April 25, 2017. Cami Hogg, as
president, signed the petition. The Debtor estimated assets and
liabilities ranging from $500,000 to 1 million. The case is
assigned to Judge Fredrick E. Clement. The Debtor is represented
by Leonard K. Welsh, Esq., at the Law Offices of Leonard K. Welsh.
An official committee of unsecured creditors has been appointed in
the Chapter 11 case of 5 C Holdings. The Committee hired Walter
Wilhelm Law Group, as counsel.
9800 WEDDINGS: Hires Marchetti Law as Special Counsel
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9800 Weddings, LLC, filed an amended application seeking approval
from the U.S. Bankruptcy Court for the District of Arizona to
employ Marchetti Law, PLLC, as special counsel.
On August 3, 2016, the Debtor filed proceedings in the Pima County
Superior Court under Case No. C20163560, to judicially evict the
tenant, The Buttes by Reflections, LLC, and appoint a receiver. A
receiver was appointed, but ultimately the tenant was not solvent
under its current management. The Buttes by Reflections was
liquidated by the Court-appointed receiver.
9800 Weddings tells the Court that it is necessary for the Debtor
to employ special counsel to undertake actions as may be
appropriate or necessary in connection with the pending State Court
Case. The Debtor has requested that the Pima County Superior Court
release to the Debtor's estate the funds currently being held for
use in funding its Plan of Reorganization.
Marchetti will not charge the Debtor for its services nor will
Marchetti seek compensation for these services, according to papers
filed in bankruptcy court.
Brian Marchetti attests that he has no financial connection with
the Debtor, other than for contemporaneous representation, its
creditors or any other party in interest, and he represents no
adverse interest to the Debtor, or to the Debtor's estate.
The special counsel can be reached through:
Brian Marchetti, Esq.
Marchetti Law, PLLC
177 N. Church Avenue, Suite 1100
Tucson, AZ, 85701
Phone: (520) 334-2067
Email: brian@yourtucsonlawfirm.com
About 9800 Weddings LLC
9800 Weddings, LLC filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-01376) on Feb. 15, 2017. The petition was signed by
Joe E. May, manager. At the time of filing, the Debtor had
$800,000 in total assets and $1.26 million in total liabilities.
The case is assigned to Judge Brenda Moody Whinery. The Debtor is
represented by Eric Slocum Sparks, Esq. at Eric Slocum Sparks,
P.C.
On May 16, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
ADVANCED CONTRACTING: Trident Buying All Assets for $4 Million
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Advanced Contracting Solutions, LLC ("ACS"), asks the U.S.
Bankruptcy Court for the Southern District of New York to authorize
bidding procedures and its Asset Purchase Agreement, dated Dec. 19,
2017 with Trident General Contracting, LLC, in connection with the
sale of substantially all of assets for approximately $4 million in
cash (less any amount paid to the estate for the right to cancel
existing contracts), plus assumed liabilities of approximately
$17.9 million, for a total purchase price of approximately $21.9
million, subject to overbid.
A hearing on the Motion is set for Jan. 24, 2018 at 2:00 p.m.
(EST). The objection deadline is Jan. 19, 2018 at 5:00 p.m.
(EST).
The Debtor was operating a successful and profitable business up
until Sept. 22, 2017, when the U.S. District Court for the Southern
District of New York entered a judgment in the amount of $73.4
million against it, Navillus Tile, Inc., and others in connection
with a claim by various fringe benefit funds ("Union Funds") that
ACS was an alter-ego of Navillus, a union concrete contractor, and
therefore liable to the Union Funds on account of its jobs staffed
with non-union employees. ACS was forced to seek protection from
the Court as a result of the Union Judgment in order to maintain
its operations and preserve the value of its assets and enterprise
for the benefit of all stakeholders.
In the 45 days since ACS filed for bankruptcy protection, it has
faced numerous challenges. One significant challenge has been the
realization that a significant amount of the funds ACS was
projected to receive on account of its ongoing work was
attributable to creditors which have valid trust fund rights to
those funds pursuant to Article 3-A of the New York Lien Law.
Given those rights, the Debtor could not and cannot collect and
utilize funds subject to Article 3A rights for general purposes, or
even for the continuation of work on other ongoing jobs. As a
result, the Debtor was in a cash crisis from the case's inception.
It has since been able to stabilize through a Court-approved $2.5
million debtor in possession lending facility with Liberty Mutual
Insurance Co., and has continued operations post-petition in order
to preserve the value of its enterprise for creditors.
Another significant challenge to ACS is the Union Funds' assertion
of administrative claims as a result of its continued employment
and use of non-union employees. Although ACS vehemently opposes
the Unions' claims in this and nearly every other regard, ACS
concedes that the costs and disruption caused by the continued
litigation make its continuation as a going concern untenable.
Accordingly, shortly after the Unions announced their intention to
assert the administrative claims, ACS adopted a strategy to sell
its business, assets and contracts, in order to preserve the value
that exists in its business, avoid liability on any bonds issued
with respect to its construction contracts, ensure payment to its
lenders, avoid significant damages for breach of ongoing work
contracts, and severely limit the costs of continuing to litigate
with the Unions and Union Funds both within and outside of the
bankruptcy proceeding.
ACS, through its management and Chief Restructuring Officer,
immediately made inquiries within the industry to locate a buyer
for its assets. ACS has identified the Purchaser which is willing
to expeditiously consummate the transaction set forth in the
Purchase Agreement providing for the sale of substantially all of
its assets free and clear of all liens, claims and encumbrances, to
the Purchaser for a purchase price of approximately $4 million in
cash (less any amount paid to the estate for the right to cancel
existing contracts), plus assumed liabilities of approximately
$17.9 million, for a total purchase price of approximately $21.9
million. The Purchaser must deliver an earnest money deposit in
the amount of $400,000 to the Debtor's attorneys to be held in
escrow pending the Closing by Dec. 28, 2017. The Debtor proposes
to sell the Assets free and clear of all liens, claims and
encumbrances, except as expressly permitted by the Purchase
Agreement.
The Purchaser will assume as of the Closing Date and will
subsequently observe, honor and pay in an amount estimated to be,
but not to exceed $17,900,000, (i) certain post-petition accrued
expenses and certain prepetition accounts payable of Seller
(excluding professional fees and other expenses not incurred in the
Ordinary Course of Business) and cure costs under the Acquired
Contracts or any leases expressly assumed by or assigned to
Purchaser, all as of the Closing Date; and (ii) any ongoing
post-Closing performance obligations under the Acquired Contracts
or any leases expressly assumed by or assigned to the Purchaser.
In accordance with General Order M-383, In the Matter of: Adoption
of Amended Guidelines for the Conduct of Asset Sales, dated Nov.
18, 2009, ACS discloses these Extraordinary Provisions provided for
in the Purchase Agreement:
a. Deadlines that Effectively Limit Notice: The Purchase
Agreement includes provisions requiring entry of the Bidding
Procedures Order on Jan. 5, 2018 and entry of the Sale order on
Jan. 26, 2018. The Purchase Agreement allows Purchaser to
terminate the Purchase Agreement if either of the benchmarks is not
met.
b. At the Closing, the Seller will be required to use the
proceeds of the Closing Payment to satisfy in full (i) the Seller's
obligations under the DIP Facility, (ii) the Seller's secured
indebtedness owing to Signature Bank, and (iii) the Seller's
secured indebtedness to Wells Fargo Equipment Finance related to
any Acquired Assets. All remaining portions of the Closing Payment
must be retained by Seller pending production of the Final
Statement and payment by the appropriate Party of the
Reconciliation Amount.
c. The proposed form of Sale Order contains a waiver of the stay
imposed by Bankruptcy Rule 6004(h). The Debtor submits such relief
is appropriate under the circumstances.
The Sale transaction is subject to higher and better offers
pursuant to the Bidding Procedures. The $4 million cash component
of the purchase price will be used primarily, if not entirely, to
retire prepetition secured debt and the DIP Facility. The Sale
Transaction could leave as much as $2 million in unencumbered cash
in the estate in order to fund a wind-down and distribution to
creditors, as well as litigation claims against insiders, if any.
The salient terms of the Bidding Procedures are:
a. Minimum Bid: Will require the payment of a closing cash
payment of not less than $4,100,000, less the $275,000 paid by
Gilbane to terminate its contract, plus the Bidding Protections and
the assumption of the Assumed Liabilities
b. Bid Deadline: Jan. 22, 2018 at 5:00 p.m.
c. Auction: Any Competing Offer by a Qualified Party
conforming to the within requirements will be considered at the
auction to be held at the Offices of Klestadt Winters Jureller
Southard & Stevens, LLP, 200 West 41st Street, 17th Floor, New
York, New York 10036 on commencing on Jan. 23, 2018, at 12:00 p.m.
(EST), or in such manner and at such alternative location as the
Debtor may determine or the Court may direct.
d. Bid Increments: $100,000
e. Breakup Fee: 3% of the Purchase Price
f. Expense Reimbursement: An amount not to exceed $150,000
g. Sale Hearing: Jan. 24, 2018 at 2:00 p.m. (EST)
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Advanced_Contracting_26_Sales.pdf
In connection with the Sale Transaction, the Debtor asks authority
to assume any and all Acquired Contracts following and subject to
the Closing, and to assign all such contracts to the Purchaser. It
asks authority to assume and assign to the Purchaser any and all of
the Acquired Contracts which Purchaser in its sole discretion
elects to assume and gives notice of the same to the Debtor. The
Cure Objection Deadline is 12:00 noon (EST), five days prior to the
Sale Hearing.
ACS believes that the timely consummation of the Sale Transaction
is in the best interests of the estate and its creditors. If the
Sale Transaction is not consummated by the end of January 2018, ACS
believes that it will run out of cash and will have to liquidate.
Also, if the Unions are right (and ACS maintains that they are
not), each day that ACS remains in operation it incurs
approximately $100K in liability to the Union Funds that it could
never afford to pay. For all of these reasons, ACS respectfully
asks approval of the Motion and authority to consummate the Sale
Transaction or a better transaction.
To preserve the value of the Acquired Assets and limit the costs of
administering and preserving the Acquired Assets, it is critical
that the Debtor close the Sale Transaction as soon as possible
after all closing conditions have been met or waived. Accordingly,
the Debtor asks that the Court waives the 14-day stay periods under
Bankruptcy Rules 6004(g) and 6006(d), or in the alternative, if an
objection to the sale or to the assignment of a contract or lease
is filed, reduce the stay period to the minimum amount of time
needed by the objecting party to file its appeal to allow the sale
to close as provided under the Purchase Agreement.
The Purchaser:
TRIDENT GENERAL CONTRACTING, LLC
1700 NW 661th Avenue
Suite 102
Plantation, FL 3313
Attn: Patrick M. Murphy, Manager
William M. Murphy, Manager
The Purchaser is represented by:
Robert W. Barron, Esq.
Isaac M. Marcushamer, Esq.
BERGER SINGERMAN LLP
350 East Las Olas Boulevard, Suite 1000
Fort Lauderdale, FL 33301
About Advanced Contracting
Advanced Contracting Solutions, LLC -- http://www.acsnyllc.com/--
is a large open-shop concrete foundation and concrete
super-structure contractor.
Advanced Contracting Solutions sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13147) on Nov.
6, 2017.
Judge Sean H. Lane presides over the case.
At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of $50 million to $100
million.
Tracy L. Klestadt, Esq., Brendan M. Scott, Esq., and Fred Stevens,
Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serve
as the Debtor's bankruptcy counsel.
On Dec. 8, 2017, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors.
AIAD SAMUEL: Trustee Selling Rio Linda Property to Tresner for $2M
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Scott M. Sackett, the duly-appointed Chapter 11 trustee for the
bankruptcy case of Aiad and Hoda Samuel, asks the U.S. Bankruptcy
Court Eastern District of California to authorize the sale of the
real property commonly known as 912-1000 Oak Lane and 6775-6801
Curved Bridge Road, Rio Linda, California, including any related
personal property items, to Stephen B. Tresner or his designee for
$2,200,000, subject to overbid.
A hearing on the Motion is set for Jan. 22, 2018 at 10:00 a.m.
The Real Property, identified by Assessor parcel number APN#
207-0141-015, has been improved with a retail commercial shopping
center. On April 6, 2017, the Court entered an order providing for
the substantive consolidation of the Real Property into the
Debtor's bankruptcy estate. Accordingly, the Real Property is
property of the Debtor's Estate.
The Real Property is comprised of five buildings. The two retail
suites at the Real Property are currently leased to tenants, who
are obligated to pay monthly rent to the Estate under those written
lease agreements. The Trustee asks an order approving the
assumption and assignment of those leases to the winning Buyer in
connection with the proposed sale. The assignment of those leases
is a critical component of the proposed sale. Accordingly, the
Trustee asks authority to pay out of escrow such amounts as may be
necessary to satisfy the Estate's cure claim obligations, or other
payment obligations, as set forth in the accompanying motion to
assume and assign leases.
The four other suites at the Real Property are rented by tenants on
a month-to-month basis. The Buyer will take all rights of the
Estate with respect to those month-to-month tenants with no cure or
other amounts paid by the Trustee.
The Trustee has obtained a preliminary title report for the Real
Property that shows no monetary liens, claims, or encumbrances
other than (i) past due real property taxes on the Real Property
estimated at approximately $49,439 as of Dec. 15, 2017; (ii) liens
related to delinquent utility fees in the estimated amounts of
$7,332 and $4,651; and (iii) the assessments related to a Notice of
Pending Enforcement Action in the estimated amount of $6,000.
Pursuant to the Substantive Consolidation Order, the USA has a
first priority lien on the Real Property to secure payment of the
allowed amount of the USA claim filed in the Debtor's bankruptcy
case as Claim No. 25 in the amount of $3,153,389. The USA has
received partial payments on the USA Claim during the bankruptcy
case. The Trustee is informed and believes that the USA currently
is owed approximately $1.3 million on the USA Claim. The Trustee
is still in the process of reviewing the USA Claim and obtaining a
final accounting from the USA with respect to the USA Claim to
determine the allowed amount of the USA Claim.
The Trustee is not aware of any other monetary liens or
encumbrances on the Real Property. He is informed and believes
that certain leases, notices of nuisance or pending enforcement,
dedications, licenses and/or easements have been recorded with
respect to the Real Property and that the sale of the Real Property
will be subject to all such non-monetary liens or encumbrances.
The Real Property has been extensively exposed to the market. It
has been listed for sale by real estate broker Mark Tabak of
Cushman and Wakefield of California, Inc. since before the Real
Property was substantively consolidated into the Debtor's Estate on
April 6, 2017. The Buyer's present agreement to pay $2,200,000,
provided that if an appeal is filed related to the sale of the Real
Property to the Buyer and the Buyer's title insurance policy
excludes the appeal as an exception to such insurance the purchase
price will be reduced by $100,000, is the best offer the Trustee
has received.
Subject to the Court's approval, and overbidding, the Trustee asks
to sell the Real Property to the Buyer pursuant to the Sale
Agreement, including the Addendum to Purchase Agreement.
The salient terms of the Sale Agreement are:
a. The sale of the Real Property to the Buyer for $2,200,000,
provided that if an appeal is filed related to the sale of the Real
Property to the Buyer and the Buyer’s title insurance policy
excludes the appeal as an exception to such insurance the purchase
price will be reduced by $100,000;
b. The Trustee's assumption and assignment of the two tenant
leases at the Real Property and transfer of all interests of the
estate with respect to the four month-to-month tenants;
c. All contingencies to the sale, other than Court approval of
the Motion and the related motion to assume and assign, will have
been removed or satisfied;
d. The sale of the Real Property is on an "as-is/where-is"
basis; and
e. The close of escrow is scheduled to occur within 15 days
after entry of an order approving the sale, assuming that the Court
waives any stay of the effective date of the Court's order.
The Trustee asks approval for payment of a commission in the amount
of 5% of the gross sales price of $2,200,000, for a total
commission of $110,000 (or $105,000 if the purchase price is
reduced to $2,100,000) to Cushman as the Estate's listing agent,
with 50% of the Commission to be payable to the Buyer's broker, if
any. If the Real Property is sold to an overbidder and the
successful overbidder is represented by another broker, the full
Commission will be split 50/50 by Cushman and the broker for the
successful overbidder.
The Sale Agreement further provides that the Estate will pay unpaid
and pro-rated property taxes and customary closing costs such as
escrow fees, title insurance fees, and recording fees as provided
in the Sale Agreement.
Based upon his estimates, the Trustee is informed and believes that
the Estate will receive net proceeds from the sale of the Real
Property in the amount of approximately $1,950,000 before payment
to the USA. While the Real Property is generating monthly revenue
for the Estate from the tenant leases, the Estate continues to
accrue expenses such as maintenance, property taxes, insurance,
etc., and the property is encumbered by the claims asserted by the
USA. The Trustee believes that it is in the best interests of the
Estate to obtain the net proceeds from the sale of the Real
Property.
Based upon the information currently available to the Trustee, it
appears that the sale of the Real Property is not likely to result
in any material tax claims against the Estate.
The Trustee will ask the USA's consent to release its liens on the
Real Property in exchange for (i) receipt of payment on the USA
Claim from the proceeds of the sale of the Property in the amount
of $1.1 million from net sales proceeds after payment for the
property taxes, the unpaid utilities liens, the broker's
commission, and the costs of sale; and (ii) the USA will retain the
remaining balance of its claim secured by its lien on with any
unpaid portion of the USA's secured claim to attach to the
remaining funds from the sale of the Real Property, which are to be
deposited into a blocked account. The Trustee expects that the USA
will agree to waive any right to credit bid at the sale hearing.
Based upon the Trustee's current information and projections, and
the Proof of Claim filed by the USA, the Trustee projects that the
funds to be deposited into the blocked account will be
substantially more than the remaining amount owed to the USA. The
Trustee intends to file a chapter 11 plan before the hearing on the
Motion that will provide for the release of the funds to be placed
in the blocked account, including payment of any unpaid allowed
amounts of the USA Claim.
The Trustee asks adoption of these bidding procedures for the sale
of the Real Property subject to overbid:
a. Valuation of the consideration being received by the Estate
from the sale of the Real Property at $2,200,000;
b. the initial overbid must be at least $50,000 higher than
the $2,200,000 gross sale price that the Estate will receive from a
sale to the Buyer, and each successive bid thereafter must be at
least $10,000 more than the previous highest qualified overbid or
such other amounts as the Trustee determines is appropriate;
c. any overbid must include a promise by the overbidder to
close escrow regardless of whether an appeal is filed, so long as
no stay of the Court's order has been entered; provided, however,
that that if an appeal is filed related to the sale of the Real
Property to the overbidder and the overbidder's title insurance
policy excludes the appeal as an exception to such insurance the
purchase price will be reduced by $100,000;
d. before being permitted to bid, any overbidder must deliver
to the Trustee a deposit by cashier check payable to the Estate, in
an amount equal to $150,000, and if an overbid is successful, the
deposit by the successful overbidder will be non-refundable;
e. any overbid must be on the same terms and conditions as the
Sale Agreement, and any overbidder must agree to sign a purchase
and sale agreement for the purchase of the Real Property in
substantially the same form and terms as the Sale Agreement, except
that all contingencies will be deemed satisfied, waived, or
otherwise removed and close of escrow will occur on or before 15
days after the Court enters an order approving the sale; and
f. approval by the Court of the second highest bid as a
back-up buyer on the same terms and conditions.
The Trustee asks to pay the only known and valid monetary liens,
which are the property tax liens, the delinquent utilities owed to
the City of Sacramento, any assessment liens by Sacramento County,
and the partial payment to the USA in exchange for its consensual
release of the USA's secured claim against the Real Property.
The Trustee asks that the Court waives the 14-day stay period under
Bankruptcy Rule 6004(h) so that he may close on the sale of the
Real Property as expeditiously as possible. He anticipates that
all contingencies to the sale have been satisfied or lifted by the
time of the hearing on the Motion. Delaying the sale will only
increase the risk of further expense or loss to the Estate.
Moreover, the Sale Agreement provides for the closing to occur
within 15 days of entry of the Court's order approving the sale.
About the Samuels
Aiad Samuel and Hoda Samuel filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No.
16-21585) on March 15, 2016.
The Debtors' principal business enterprise is real estate
management and leasing.
On May 10, 2016, the Court approved the appointment of Scott M.
Sackett as the Chapter 11 Trustee for the Debtors' Estate.
Attorneys for the Chapter 11 Trustee:
Donald W. Fitzgerald
Jason E. Rios, Esq.
FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP
400 Capitol Mall, Suite 1750
Sacramento, CA 95814
Telephone: (916) 329-7400
Facsimile: (916) 329-7435
E-mail: dfitzgerald@ffwplaw.com
jrios@ffwplaw.com
AKERS BIOSCIENCES: Accumulated Deficit Raises Going Concern Doubt
-----------------------------------------------------------------
Akers Biosciences, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,177,644 on $675,831 of total revenues
for the three months ended September 30, 2017, compared with a net
income of $310,155 on $613,198 of total revenues for the same
period in 2016.
At September 30, 2017, the Company had total assets of $5.53
million, total liabilities of $1.58 million, and a $3.95 million in
total stockholders' equity.
During the nine months ended September 30, 2017, the Company's
average weekly operating cash requirement increased to $93,714
(2016: $88,341). The increase resulted from payments to vendors
and sub-contractors included in the December 31, 2016 accounts
payable balance, a significant royalty payment that had been
deferred in 2016 as part of a legal settlement, professional
service fees and other payments for contractual obligations. Many
of these items are one-time events and the Company anticipates the
cash requirements to revert to the $85,000 to $90,000 per week by
the end of 2017.
At September 30, 2017, Akers had cash and cash equivalents of
$145,311, working capital of $2,401,500, stockholders' equity of
$3,946,541 and an accumulated deficit of $100,673,108.
Substantial doubt exists about the Company's ability to continue as
a going concern within one year after the financial statements are
issued.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/L2JHYb
About Akers Biosciences
Akers Biosciences, Inc., develops, manufactures, and supplies
rapid, point-of-care screening and testing products designed to
bring health-related information directly to the patient or
clinician in a time and cost-efficient manner.
ALPINE 4 TECH: Negative Working Capital Raises Going Concern Doubt
------------------------------------------------------------------
Alpine 4 Technologies Ltd. filed its quarterly report on Form 10-Q,
disclosing a net loss of $817,707 on $2,221,533 of revenue for the
three months ended September 30, 2017, compared with a net loss of
$522,166 on $2,258,099 of revenue for the same period in 2016.
At September 30, 2017, the Company had total assets of $15.95
million, total liabilities of $17.87 million, class A common stock
of $1.44 million, and a $3.36 million in total stockholders'
deficit.
The working capital of the Company is currently negative and causes
doubt of the ability for the Company to continue. The Company
requires capital for its operational and marketing activities. The
Company's ability to raise additional capital through the future
issuances of common stock is unknown. The obtainment of additional
financing, the successful development of the Company's plan of
operations, and its transition, ultimately, to the attainment of
profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors
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/cYS1sj
About Alpine 4 Technologies
Alpine 4 Technologies Ltd., a technology holding company, provides
automotive technologies, electronics manufacturing, software, and
energy services in the United States. The Company's product and
services include 6th Sense Auto and BrakeActive. The Company was
formerly known as Alpine 4 Automotive Technologies Ltd. and changed
its name to Alpine 4 Technologies Ltd. in June 2015. Alpine 4
Technologies Ltd. was founded in 2014 and is based in Phoenix,
Arizona.
ANITA LAL: Proposes Sale of Interest in Manassas Property and LLC
-----------------------------------------------------------------
Anita Lal asks the U.S. Bankruptcy Court for the Eastern District
of Virginia to authorize the bidding procedures in connection with
the sale of her 50% interest in a lease for the commercial premises
located at 14843 Dumfries Road, Manassas, Virginia ("Demised
Premises") and her 50% membership interest in 234 Auto & Truck
Salvage Yard, LLC ("LLC") to a valid third party or parties making
a highest bid for the proposed assets as selected by the Debtor.
On Sept. 14, 2014, the Debtor and Ahmad entered into the Lease.
Around the time of the Lease, the Debtor and Ahmad formed the 234
Auto. They are the sole members of the LLC, where each of them
holds a 50% membership interest. The business of the LLC is to
purchase used and inoperable motor vehicles, to sell them for
parts, and after a vehicle's value for parts has been depleted, to
sell the remainder of such vehicle for scrap. It conducts its
business as a sub-tenant of the Debtor and Ahmad under a parol
lease.
The records of the State Corporation Commission ("SCC") reflect
that the LLC is active and in good standing. At some point, Ahmad
filed papers with the SCC to reinstate the certificate of
organization for the LLC. Ahmad did not have the authority to
reinstate the certificate of organization for the LLC. The
certificate of organization for the LLC is invalid.
The Debtor desires to assume the Lease as its terms are below
market and thus, valuable. She expects that there will be several
offers for the assignment of the Lease and for the remaining
Proposed Assets. She is now asking the Court to approve assumption
of the Lease and the Interest, and then assign the Proposed Assets
to the highest bidder at an auction held by the Court. The
proceeds of the sale will be used to fund the Debtor's plan of
reorganization.
Specifically excluded from the Proposed Assets will be all claims
of the Debtor against Ahmad and any person acting in concert with
her arising from or relating to any breach of fiduciary duty by
Ahmad and any conversion or miss-appropriation of the assets of the
LLC by Ahmad and any person acting in concert with her.
Additionally excluded from the Proposed Assets will be all proceeds
from the sale of vehicle parts or "crushed" vehicles sold before
entry of the Sale Order.
The Debtor is now asking the Court to approve assumption of the
Lease and the Interest, and then assign the Proposed Assets to the
highest bidder at an auction held by the Court.
These are the names of the parties to the Lease and Contracts to be
assumed and assigned:
a. 234 Auto & Truck Salvage Yard, LLC - Lease with Mitchell I.
Phelps, Inc., Anita Lal, and Adeela Ahmad
b. 234 Auto & Truck Salvage Yard, LLC - Operating Agreement
with Anita Lal and Adeela Ahmad
c. Ahmad, Adeela - Lease with Mitchell I. Phelps, Inc., Anita
Lal, and Adeela Ahmad
d. Ahmad, Adeela - Operating Agreement with Anita Lal and
Adeela Ahmad
e. Mitchell I. Phelps, Inc. - Lease with Mitchell I. Phelps,
Inc., Anita Lal, and Adeela Ahmad
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Not later than such date and time as is
specified in the Sales Procedures Order
b. Qualified Bid: $50,000
c. Deposit: $10,000
d. Auction: The Auction will take place no later than such
date and time as is specified in the Sales Procedures Order, at
11350 Random Hills Rd., Suite 700, Fairfax, Virginia.
e. Bid Increments: $5,000
f. Sale Hearing: TBD
h. Closing: The closing of the sale of the Assets to the
Prevailing Bidder will occur at the office of counsel for the
Debtor in accord with the Sales Procedures Order and the Sale
Order.
A copy of the Bidding Procedures and the Commercial Lease attached
to the Motion is available for free at:
http://bankrupt.com/misc/Anita_Lal_146_Sales.pdf
The Debtor proposes to sell the Assets free and clear of liens,
claims, rights, and interests. Any lien, claim or interest in the
Proposed Assets that exists immediately prior to the closing of the
Sale will attach to the Sale proceeds with the same validity,
priority, force and effect as it had prior to such Sale.
With respect to those executory contracts and unexpired leases that
any purchaser and the Debtor decide should be assumed by the Debtor
and assigned to such purchaser, the Debtor will either cure, cause
the Purchaser to cure, or provide adequate assurance that the
Debtor will promptly cure the prepetition defaults, if any, under
such contracts and leases. She also will provide the
counter-parties to such contracts and leases with adequate
assurance of future performance by the Purchaser under those
contracts and leases in accord with 11 U.S.C. Section 365(f).
To implement the foregoing, as the first part of the Motion, the
Debtor asks that the Court holds a hearing on shortened notice and,
at that hearing, enter the Sales Procedure Order. She asks the
Court to (i) approve the bidding procedures in connection with the
proposed Sale of the Lease for the Demised Premises and the Assets,
or in the alternative, the Interest in the LLC to a valid third
party or parties making a highest bid for the Proposed Assets as
selected by the Debtor following the auction process; (ii) schedule
a hearing date, a bidding deadline and an auction date in
connection with the Sale; (iii) approve the manner of notice
thereof; (iv) enter such order as may be appropriate to preserve
and protect the value of the Proposed Assets; (v) after entry of
any Sales Procedure Order, following the auction process sought to
be implemented, the Debtor asks the Court to conduct a Sale Hearing
to consider entry of the proposed Sale Order.
Phelps, Inc., can be reached at:
MITCHELL L. PHELPS, INC.
P.O. Box 1729
Woodrige, VA 22195
The Debtor and Ahmad can be reached at:
234 AUTO & TRUCK SALVAGE YARD, LLC
45901 Transamerica Plaza, Unit 101
Sterling, VA 20166
Counsel for the Debtor:
John P. Forest, II, Esq.
STAHLZELLOE P.C.
11350 Random Hills Rd., Suite 700
Fairfax, VA 22030
Telephone: (703) 691-4940
Facsimile: (703) 691-4942
E-mail: j.forest@stahlzelloe.com
Anita Lal sought Chapter 11 protection (Bankr. E.D. Va. Case No.
17-12444) on July 14, 2017. The Debtor tapped John P. Forest, II,
Esq., at StahlZelloe, P.C. as counsel.
ANSONIA 1692: Taps Advantage Law Group as Legal Counsel
-------------------------------------------------------
Ansonia 1692, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to hire Advantage Law Group, P.A.
as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Stan Riskin, Esq., the attorney who will be handling the case,
disclosed in a court filing that he and his firm do not represent
any interest adverse to the Debtor or its estate.
The firm can be reached through:
Stan L. Riskin, Esq.
Advantage Law Group, P.A.
20801 Biscayne Blvd., Suite 506
Aventura, FL 33180
Tel: 305-936-8844
Email: stan.riskin@gmail.com
About Ansonia 1692 LLC
Ansonia 1692, LLC is affiliated with 419 SW 2nd Avenue LLC, owner
of a 22-unit rental building in Homestead, Florida, which sought
bankruptcy protection on Sept. 27, 2017 (Bankr. S.D. Fla. Case No.
17-21784). Ansonia's principal assets are located at 5405 SW 28th
Avenue, Ocala, Florida.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 17-23972) on November 20, 2017.
Jose Paradelo, its managing member, signed the petition.
At the time of the filing, the Debtor disclosed $1.22 million in
assets and $637,000 in liabilities.
Judge Laurel M. Isicoff presides over the case.
APEX PROPERTIES: Jan. 22 Hearing on Second Amended Disclosures
--------------------------------------------------------------
Judge Paul M. Black of the U.S. Bankruptcy Court for the Western
District of Virginia will convene a hearing on Jan. 22, 2018 at
2:00 p.m. to consider the approval of the second amended disclosure
statement filed by Apex Properties LLC.
Jan. 17, 2018 is fixed as the last date for filing and serving
written objections to the Disclosure Statement.
About Apex Properties
Apex Properties LLC, based in Salem, Virginia, is a privately held
company and an operator of a non-residential building. Apex filed
for Chapter 11 bankruptcy (Bankr. W.D. Va. Case No. 17-70501) on
April 14, 2017, listing between $1 million and $10 million in both
assets and liabilities. The Hon. Paul M. Black presides over the
case. Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers,
P.C., serves as Chapter 11 counsel. The petition was signed by Al
Cooper, managing member.
APOLLO MEDICAL: Recurring Losses Raise Going Concern Doubt
----------------------------------------------------------
Apollo Medical Holdings, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $4.23 million on $40.48 million of
net revenues for the three months ended September 30, 2017,
compared with a net loss of $1.47 million on $14.62 million of net
revenues for the same period in 2016.
At September 30, 2017, the Company had total assets of $41.17
million, total liabilities of $48.46 million, and a $7.29 million
in total stockholders' deficit.
The Company has incurred a net loss of approximately $8.1 million
during the six months ended September 30, 2017, and, as of
September 30, 2017, has a net working capital deficit of
approximately $7.0 million and an accumulated deficit of
approximately $45.1 million. The primary source of liquidity as of
September 30, 2017 is cash and cash equivalents of approximately
$30.2 million, which includes the capitation payments received from
CMS, all or most of which will be used to pay the corresponding fee
for service claims liability in future months.
These factors among others 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/zSOk1R
About Apollo Medical
Headquartered in Glendale, California, Apollo Medical Holdings,
Inc., and its affiliated physician groups are patient-centered,
physician-centric integrated population health management company
working to provide coordinated, outcomes-based medical care in a
cost-effective manner. ApolloMed has built a company and culture
that is focused on physicians providing high-quality medical care,
population health management and care coordination for patients,
particularly senior patients and patients with multiple chronic
conditions.
BIKRAM'S YOGA: Hires Watley Group as Restructuring Advisor
----------------------------------------------------------
Bikram's Yoga College of India and its debtor-affiliates seek
authority from United States Bankruptcy Court for the Central
District of California in Santa Barbara to employ:
-- The Watley Group, LLC as the Debtors' exclusive
restructuring advisor;
-- A. John A. Bryan, Jr. as the Debtors' Chief Executive
Officer and Chief Restructuring Officer; and
-- Sturges Karban as Co-Chief Restructuring Officer.
Services to be rendered by Watley are:
a. complete the strategic plan, business plan, and financial
forecasts for the Debtors' business enterprise;
b. find and locate, and get control of key documents that are
critical to the Debtors;
c. centralize all litigation disputes in a single forum, and
provide centralized notice to claimants and a forum in which all
claims against the Debtors can be asserted and addressed. This will
improve efficiency and lower the administrative costs of the
bankruptcy cases significantly in the best interests of all
parties;
d. marshall and centralize all of the Debtors' assets,
including pursuing any transferred assets, any claims against
former officers and directors of the Debtors, any claims for
fraudulent transfer, fraud claims, preference payments, and any
claims against any other parties;
e. analyze the accounts receivable, start negotiations with
parties that owe money to the Debtors, and begin the accounts
receivable collection process;
f. obtain debtor-in-possession financing or other investments
in order to allow the Debtors to (1) re-establish operations; (2)
complete a build out of the Beverly Hills facility and open the
facility; and (3) hire third party independent professionals to
investigate assets and estimate the value of the assets. The CRO is
currently negotiating a DIP Loan Facility of $3,000,000.
g. repair damaged business relationships and begin the process
of rebuilding the business enterprise;
h. begin an outreach program to affiliates and franchises so
that they can have confidence that the Debtors will be actively
soliciting their input to create world class products and services
that grow the Bikram Yoga community and make it accessible to
everyone;
i. provide structure and organization to what currently
appears to be a chaotic situation that has led to the demise of a
potentially valuable business;
j. provide credible leadership to the Debtors; and
k. preserve assets and maximize the value of the Debtors'
estates for the benefit of creditors.
The Debtors are required to pay Watley a "pre-petition retainer" of
$250,000 for services rendered during the first 120-day period.
Pre-petition, Watley received $100,000 of the Fixed Fee. The Fixed
Fee is intended to pay for all of Watley's services, including the
provision of Mr. Bryan as Chief Executive Officer and Chief
Restructuring Officer, and the retention and payment of a co-CRO.
A. John A. Bryan Jr., a principal and Chief Executive Officer of
The Watley Group, LLC, attests that Watley does not hold or
represent any interest adverse to the Debtors or the Debtors'
estates, and Watley is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
A. John A. Bryan Jr.
The Watley Group, LLC
8439 Sunset Boulevard, Suite 402
West Hollywood, CA 90069
Phone: (310) 777‐8889
About Bikram's Yoga
Bikram's Yoga College of India L.P. operates yoga training centers.
Bikram Choudhury, founded Bikram's Yoga College of India, is
dedicated to the wellness of the millions of people around the
world, spreading the therapeutic value of Hatha Yoga through 26
postures sequence, which is known as Bikram Yoga.
Bikram's Yoga College of India, and related entities Bikram
Choudhury Yoga Inc., Bikram Inc., Yuz Inc., and Int'l Trading
Representative sought Chapter 11 protection (Bankr. C.D. Cal. Lead
Case No. 17-12045) on Nov. 9, 2017.
The case judge is Hon. Deborah J. Saltzman. Levene, Neale, Bender,
Yoo & Brill LLP serves as counsel to the Debtors. The Watley
Group, LLC, is the restructuring advisor.
Bikram's Yoga College of India disclosed under $100,000 in
estimated assets. Bikram Choudhury Yoga Inc. listed under $50,000
in assets. Bikram Inc. listed under $1 million in assets. Yuz
Inc. estimated under $100,000 in assets. Int'l Trading
Representative listed under $500,000 in assets. The Debtors, other
than Int'l Trading, disclosed under $50 million in estimated
liabilities. Int'l Trading said its liabilities are under
$500,000.
BOEGEL FARMS: $40K Sale of 2008 Lockwood Aircup Planter Approved
----------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Warren L. Boegel and the Warren L.
Boegel Trust UTA 2-07-07 (Revocable Trust), Warren Boegel, Trustee;
Boegel Farms, LLC; and Three Bo's, Inc., to sell Three Bo's' 2008
Lockwood Aircup Planter to Western Potatoes, Inc. for $40,000.
The sale is free and clear of all liens and encumbrances. All
liens and encumbrances regarding the Planter will attach to the
proceeds of the sale.
All proceeds from the sale of the Planter will be paid directly to
Security State Bank and applied to its equipment loan reflected by
Claim No. 12 filed in the Three Bo's case.
About Boegel Farms
Boegel Farms, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 17-10222) on Feb. 23,
2017, estimating its assets and debt at $10 million to $50 million.
The case is jointly administered with the bankruptcy cases of
Three Bo's, Inc. (Bankr. D. Kan. Case No. 17-10221) and Warren L.
Boegel and the Warren L. Boegel Trust UTA 2-07-07, Warren L.
Boegel,
Trustee (Bankr. D. Kan. Case No. 17-10224).
The petitions were signed by Jack Boegel, president.
The cases are assigned to Judge Robert E. Nugent.
The Debtors tapped David Prelle Eron, Esq. at Eron Law, P.A., as
counsel. It engaged Roger Schulz and Cathleen Mueller of Schulz
and Leonard, P.C., as its accountant.
No trustee has been appointed in the Debtors' cases.
BOEGEL FARMS: $8M Sale of 3.7K Acres of Kearney Property Approved
-----------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized the private sale by Warren L. Boegel
and the Warren L. Boegel Trust UTA 2-07-07 (Revocable Trust),
Warren Boegel, Trustee; Boegel Farms, LLC; and Three Bo's, Inc., of
approximately 3,700 acres of their real property located in Kearney
County, Kansas to the Fred M. Ritsema Trust and the Yoka A.
Rodenhuis Trust and their Affiliates or Assignees for the sum of
$8,000,000.
The Description of said real property to be sold is as follows: (i)
All of Section 22-25-36, Kearney County, Kansas; (ii) All of
Section 28-35-36, Kearney County, Kansas; (iii) All of Section
27-25-36, Kearney County, Kansas; (iv) All of Section 21-25-36,
Kearney County, Kansas, Laying North of US Highway 25; (v) All of
Section 24-25-36, Kearney County, Kansas; (vi) 1.4 Acres in Section
23-25-36, Kearney County, Kansas; (vii) South Half of Section
15-25-36, Kearney County, Kansas; (viii) 141 Acres in the East half
of Section 20-25-36, Kearney County, Kansas; and (ix) 71 Acres in
Section 29-25-36, Kearney County, Kansas.
The proceeds from sale of the Property will first be applied to
ordinary costs of sale, closing costs, and pro rata real property
taxes, and any remaining funds will be paid directly to Rabo at
Closing, with the exception of the Carve Out. The proceeds paid to
Rabo will be first applied to the smaller note (as reflected on
Claim No. 7 in Case No. 17-10224) until the smaller note is
satisfied in full, and then to the larger note (as reflected on
Claim No. 8 in Case No. 17-10224).
The Property will be sold free and clear of the liens and
encumbrances held by Rabo, as reflected on Claim No. 7 in Case No.
17-10224 as reflected on Claim No. 8 in Case No. 17-10224, with
Rabo's liens to attach to the proceeds of the sale and, with the
exception of the Carve Out, with the net sales proceeds being paid
to Rabo at Closing. All other liens, mortgages, leases,
servitudes, or encumbrances will be eliminated by the sale under
the Motion, pursuant to 11 U.S.C. Section 363(f).
The Buyer will pay all escrow costs and title insurance expense.
The Debtors will pay the cost of all curative recording documents
or documents related to the bankruptcy proceeding, with the Buyer
to pay the costs of recording of any deed and mortgage on the
Property.
The Debtors will pay all 2016 and prior year real property taxes at
Closing from the proceeds of the sale. The 2017 taxes will be
divided between the Debtor and the Buyer on a pro rata basis, as
set forth in the Agreement, and the Buyer will receive a credit for
any portion of 2017 taxes attributable to the Debtors.
The Buyer is not acquiring any other property of the Debtors other
than the Property. No common identity of any officers, directors
or members of any of the Debtors and the Buyer exist, and the sale
of the Property will not expose the Buyer to any successor or
similar liability.
Third party bidders were provided the right of overbid prior to
hearing. No successful overbids were submitted or accepted prior
to or at hearing and therefore no auction was held at hearing.
A portion of the Property consists of the homestead of Warren L.
Boegel. The parties have agreed that the value of the homestead is
$400,000. Out of the sale proceeds from the Property, $400,000
will be delivered to Warren L. Boegel's counsel to be held in trust
pending further order of the Court, and Rabo will have a first
priority lien on the Carve Out. The Carve Out will be designated
for the purchase of a replacement homestead by Warren L. Boegel.
The purchase of the replacement homestead will be subject to Court
approval.
The Carve Out will not be utilized until such time as the Court has
approved such purchase after a properly noticed motion. A motion
to purchase such a homestead using such Carve Out will be filed not
later than six months following the closing of the sale of the
Property. In the event that such motion is not timely filed, the
Carve Out will be paid to Rabo.
The liens of Rabo will attach to the Carve Out and to any homestead
subsequently purchased using the Carve Out. If the amount paid by
the Debtors for the new homestead is less than the amount of the
Carve Out, the remainder will forthwith be remitted to Rabo.
The Debtors are authorized to sell the Property as ordered with
closing on the sale to occur not later than Jan. 11, 2018. The
Property is to be sold free and clear of liens and encumbrances,
but subject to ordinary covenants, easements, and restrictions of
record.
About Boegel Farms
Boegel Farms, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 17-10222) on Feb. 23,
2017, estimating its assets and debt at $10 million to $50 million.
The case is jointly administered with the bankruptcy cases of
Three Bo's, Inc. (Bankr. D. Kan. Case No. 17-10221) and Warren L.
Boegel and the Warren L. Boegel Trust UTA 2-07-07, Warren L.
Boegel,
Trustee (Bankr. D. Kan. Case No. 17-10224).
The petitions were signed by Jack Boegel, president.
The cases are assigned to Judge Robert E. Nugent.
The Debtors tapped David Prelle Eron, Esq. at Eron Law, P.A., as
counsel. Roger Schulz and Cathleen Mueller of Schulz and Leonard,
P.C., are the Debtors' accountant.
No trustee has been appointed in the Debtors' cases.
BRIGHT MOUNTAIN: Files Historical Financials of Daily Engage
------------------------------------------------------------
As reported in the Current Report on Form 8-K filed by Bright
Mountain Media, Inc. on Sept. 25, 2017, on Sept. 19, 2017, the
Company acquired 100% of the membership interests of Daily Engage
Media Group LLC. On Dec. 29, 2017, the Company filed a Form 8-K/A
to provide the required additional historical financial statements
and pro formas.
For the six months ended June 30, 2017, Daily Engage reported a net
loss of $170,320 on $1.03 million of revenues compared to a net
loss of $18,075 on $287,857 of revenues for the six months ended
June 30, 2016. As of June 30, 2017, Daily Engage had $312,373 in
total assets, $379,206 in total liabilities and a total members'
deficit of $66,833.
The unaudited pro forma financial information of Bright Mountain
Media, Inc. for the six months ended June 30, 2017 and the year
ended Dec. 31, 2016, is available for free at:
https://is.gd/9wcqec
On Dec. 20, 2017, Bright Mountain released an updated investor
presentation, a copy of which is available for free at:
https://is.gd/cRble5
"We believe that the Daily Engage acquisition combined with our
owned websites' ad inventory will uniquely position our Company as
the largest single source for brands and advertisers to reach these
desired 'hero' audiences," said the Company in the updated investor
presentation.
Bright Mountain's mission is to take its leadership position of 57
million annual military and public safety web visitors to become
the first digital ad network connecting advertisers with these
target audiences.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media
holding company, owns and manages Websites in the United States.
It operates through two segments, Product Sales and Services. The
company develops Web sites, which provide information and news to
military, law enforcement, first responders, and other public
sector employees; and information, including originally written
news content, blogs, forums, career information, and videos.
Bright Mountain reported a net loss attributable to common
shareholders of $2.94 million on $1.49 million of product sales for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common shareholders of $2.01 million on $1.41 million of product
sales for the year ended Dec. 31, 2015.
As of Sept. 30, 2017, Bright Mountain had $3.58 million in total
assets, $2.69 million in total liabilities and $882,370 in total
shareholders' equity.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has a net
loss of $2,667,051 and used cash in operations of $1,860,515 and an
accumulated deficit of $8,824,806 at Dec. 31, 2016. These matters
raise substantial doubt about the Company's ability to continue as
a going concern.
CASA MEDIA: Sale of Nine Radio Stations to Lazer for $2.4M Approved
-------------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Casa Media Partners, LLC ("CMP") to
enter into Asset Purchase Agreement, dated Oct. 23, 2017, Lazer
Broadcasting Corp. and Lazer Licenses, LLC in connection with its
sale of nine radio stations: (i) KIQQ (AM) of Barstow, CA (FCC
Facility ID No. 60423), (ii) KIQQ-FM of Newberry Springs, CA (FCC
Facility ID No. 79388), (iii) KAEH (FM) of Beaumont, CA (FCC
Facility ID No. 3727), (iv) KMQA of East Porterville, CA (FCC
Facility No. 3395), (v) KMEN of Mendota, CA (FCC Facility No.
88205), (vi) KTNS of Oakhurst CA (FCC Facility No. 8338), (vii)
KAAT of Oakhurst, CA (FCC Facility No. 8341), (viii) KAAT-FM1 of
Merced, CA (FCC Facility No. 132814), and (ix) K282AE of Oakhurst,
CA (FCC Facility ID No. 8332) for $2,350,000.
The Court has been advised that competitive bids were tendered, and
the bidding resulted in a high bid of the Buyers pursuant to the
terms of the Asset Purchase Agreement, and a backup bid of Senal
Communications, LLC.
The sale is free and clear of any and all Liens and Encumbrances.
The carve out for payment of administrative expenses in the amount
of 10% of the received purchase price in excess of $1,500,000 (with
respect to the Sale Agreement this would be $85,000 to be adjusted
in the event of a closing on the backup bid). In addition, CMP is
authorized and directed to pay outstanding US Trustee fees out of
the sales proceeds.
CMP has full power and authority to sell the Station Assets to the
Buyers pursuant to 11 U.S.C. Section 363(b) for the agreed upon
Purchase Price. No further consents or approvals are required by
CMP to consummate the sale of the Station Assets to the Buyers.
Time is of the essence in consummating the sale. The Order
constitutes a final order within the meaning of 28 U.S.C. Section
158(a). Notwithstanding the provisions of Bankruptcy Rule 6004(h),
the Order will be effective and enforceable immediately upon entry
and its provisions will be self-executing. The Buyers will be
acting in good faith in consummating the sale of the Real Property
at any time following entry of the Order, and cause has been shown
as to why the Order should not be subject to the stay provided by
Bankruptcy Rules 6004(h).
In the event that Buyer fails to timely perform pursuant to the
Sale Agreement, the estate is authorized to proceed with the sale
transaction to Senal for the purchase price of $2,250,000 pursuant
to the terms of the APA submitted by Senal as modified by its last
bid in writing and on terms substantially similar to that of Lazer.
In such event Senal will be required to pay the purchase price on
seven days from the Seller filing a notice with the Court that the
estate will proceed to close on the Backup Bid, and to perform all
obligations pursuant to the Backup Bid substituting the date of
filing of such notice with the Court as the effective date of entry
of the order approving sale.
The Buyer will only assume those obligations, leases, or contracts
listed pursuant to the Sale Agreements. On Jan. 8, 2018, or in the
event of the Backup Bid, on or before 14 days from the filing of
the notice, the Buyers may elect to reject certain leases and
contracts of the Debtor as specified in the respective APA.
However, such leases will be rejected effective only upon entry of
a court order following proper motion and notice by CMP.
A copy of the APA attached to the Order is available for free at:
http://bankrupt.com/misc/Casa_Media_396_Order.pdf
About Casa Media
Casa Media Partners, LLC operates radio stations in the western
United States in a format analogous to traditional "country" music
in the United States, and includes "Norteo" and "Tejano" music,
among other subgenres of regional Mexican music.
Casa Media Partners, LLC, and Casa en Denver, Inc., commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015. The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases.
The Debtors are represented by Kristopher Aungst, Esq., at Tripp
Scott, P.A.
CASTLE ARCH: Trustee Sets Bidding Procedures for Tooele Property
----------------------------------------------------------------
D. Ray Strong, as Liquidating Trustee of the Consolidated Legacy
Debtors Liquidating Trust, the Castle Arch Opportunity Partners I,
LLC Liquidating Trust and the Castle Arch Opportunity Partners II,
LLC Liquidating Trust, asks the U.S. District Court for the
District of Utah to authorize the sale of the real property and
water rights located in Tooele County, Utah at public auction.
The Property is comprised of four parcels of real property totaling
272.71 acres of raw land ("Land") and 16 acre-feet of water, with a
water right number of 15-4962 and change application number of
A-34412. The Trustee initially determined that the best way to
maximize the value of the Property was to offer it for sale through
private sale. Commerce Real Estate Solutions and then Nichols
Realty were employed with Court approval to serve as the Trustee's
real estate broker. The Property was actively marketed for sale
from June 2012 through the last quarter of 2017. During this
period, the Trustee received numerous offers to purchase the Land
and/or the Water, but none of those offers resulted a closed sale.
In an exercise of his business judgment, the Trustee has determined
that at this time it is in the best interests of creditors to sell
the Property at public auction. This decision primarily is based
on the fact that the Property has been marketed for private sale
since 2012 and it has not sold. He believes that a public sale
will renew interest in the Property and bring the highest and best
price for the Property.
The Trustee has engaged Statewide Auction Co. to conduct a public
sale of the Property. The sale of the Property will be marketed by
Statewide and the Trustee, including in the manner set forth in the
Statewide Agreement.
The Trustee proposes to sell the Property at a public auction to be
conducted by Statewide at a date, time, and place to be agreed to
by the Trustee and Statewide so as to maximize participation in and
the price(s) that may be obtained for the Property. At this time,
it is anticipated that the Auction Sale will take place on March
13, 2018. The proposed procedures for conducting the Auction Sale
of the Property are included in the Statewide Agreement.
The salient terms of the Bidding Procedures are:
a. Auction Deposit: $25,000
b. Auction: Statewide may conduct the Auction in either one or
two phases that may include (i) a Bulk Sale and (ii) a Parcel
Sale.
c. Closing: The Seller will close the sale of the Property to
the Successful Bidder(s) within 30 days of the close of the Auction
Sale.
The Trustee has obtained a preliminary Title Report for the
Property. Notice of the Motion is being served on, among others,
all parties that are listed on the Title Report as having an
interest in the Property.
The Trustee is proposing to sell the Property free and clear of all
financial interests. According to the Title Report, property taxes
from 2008 to 2017 are liens that are due and payable. The Property
taxes will be paid from the gross sale proceeds of the Property at
close of the sale, and any other financial interests, to the extent
any such interests are asserted as being valid, are adequately
protected because they will attach to the Net Sale Proceeds.
The Title Report also lists deeds of trust on the Property in favor
of Southern Properties in Northern Dollars, LLC and ANB Venture,
LLC. These claims were paid in full pursuant to an earlier sale
involving the related collateral. Out of an abundance of caution,
however, the Trustee will provide notice of this Motion to these
former creditors.
The Property will be sold "as is, where is," with no
representations or warranties of any kind. The Debtor agrees to
pay statewide 6% of the gross sale proceeds received upon the
closing of the sale of the Property. Statewide will pay all
expenses related to the Auction Sale, and reimbursement of such
expenses will be included within the Commission provided for.
Provided that the Auction Sale concludes and is closed, the Trustee
anticipates paying from the gross proceeds of the sale the costs of
sale, which will include Statewide's 6% commission as set forth in
the Statewide Agreement, and outstanding real property taxes. The
final price(s) obtained for the Property will be set forth in the
Report of Sale to be filed by Statewide pursuant to Fed. R. Bankr.
P. 6004(f).
In the event that the Auction Sale is cancelled by the Trustee or
the sale to a Successful Bidder at the Auction Sale does not close,
the Trustee has agreed to pay Statewide its actual, reasonable, and
necessary out-of-pocket expenses related to the Auction Sale and
the request for approval to pay these expenses is also requested.
At the conclusion of the Auction Sale, Statewide will file a Report
of Auction as required under Fed. R. Bankr. P. 6004(f).
A copy of the Statewide Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Castle_Arch_1380_Sales.pdf
Statewide can be reached at:
Aaron Shelton, Partner
STATEWIDE AUCTION CO.
155 North 1000 West
Sale Lake City, UT 84116
About Castle Arch Real Estate
Castle Arch Real Estate Investment Company, LLC, in Salt Lake City,
Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No.
11-35082) on Oct. 17, 2011, together with several affiliates.
Trent Waddoups, CEO/president, signed the petitions. Judge Joel T.
Marker presides over the case. Michael L. Labertew, Esq., at
Labertew & Associates, LLC, served as counsel to the Debtors. In
its petition, Castle Arch Real Estate Investment Company scheduled
$2,818,931 in assets, and $40,863,600 in debt.
The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).
On May 3, 2012, the Court entered an order appointing D. Ray Strong
as the Chapter 11 bankruptcy Trustee for CAREIC, and in that
capacity he managed each of the other Legacy Debtors. Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.
On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors. Bankruptcy Judge Joel T. Marker
confirmed the First Amended Plan of Liquidation dated Feb. 25, 2013
on June 7, 2013.
CECCHI GORI: Taps Diamond McCarthy as Special Litigation Counsel
----------------------------------------------------------------
Cecchi Gori Pictures, a California corporation, and Cecchi Gori
USA, Inc. seek authority from the U.S. Bankruptcy Court for the
Northern District of California to employ Diamond McCarthy LLP as
special litigation counsel.
Prior to the Petition Date, the Debtors employed the law firm of
Berlandi Nussbaum & Reitzas LLP to provide legal services to the
Debtors in connection with certain matters.
The Debtors tell the Court they have reason to believe they have
claims against Berlandi Nussbaum. The Debtors are in the process
of concluding their investigation into those claims and are
prepared to bring an action for damages on account of the claims.
To bring such an action, the Debtors says they require the
assistance of counsel with expertise in prosecuting matters
relating to legal malpractice, breach of the duty of loyalty,
professional liability and related matters Debtors’ general
reorganization counsel does not have such expertise.
The duties to be performed by Diamond McCarthy are:
a. take over and conclude the investigation of the acts and
conduct of Berlandi Nussbaum;
b. at the request of the Debtors, provide representation in
all negotiations and proceedings involving Berlandi Nussbaum;
c. coordinate investigation and litigation activities with the
Debtors' other professionals relating to the Berlandi Nussbaum
matters;
d. make court appearances on behalf of the Debtors if required
or warranted as part of its special litigation counsel role; and
e. take any other action and performing any other services as
the Debtors may request of Diamond McCarthy in connection with the
claims against Berlandi Nussbaum.
Upon the filing of this Application, Diamond McCarthy will have
earned a fee of $10,000. If the Berlandi Nussbaum claims are
settled prior to entry of an order approving this Application, the
Debtors shall owe no other fees to Diamond McCarthy; provided,
however, that if the Debtors fail to pay the Initial Fee within 30
days of when it is earned, the Initial Fee shall increase to
$12,500.
Upon entry of an order approving this Application, Diamond McCarthy
shall have earned an additional fee of $25,000; provided, however,
that if the Debtors fail to pay the Secondary Fee within 30 days of
when it is earned, the Secondary Fee shall increase to $31,250.
Customary hourly rates of the Diamond McCarthy attorneys are:
Christopher D. Sullivan Partner $640
Lesley Anne Hawes Partner $585
Karen K. Diep Associate $270
Christopher D. Sullivan, Partner at Diamond McCarthy, attests that
his firm is a disinterested person within the meaning of Bankruptcy
Code section 101(14).
The firm can be reached through:
Christopher D. Sullivan, Esq.
Diamond McCarthy LLP
150 California Street, Suite 2200
San Francisco, CA 94111
Phone: (415) 692-5200
Fax: (415) 263-9200
Email: csullivan@diamondmccarthy.com
About Cecchi Gori
Cecchi Gori Pictures has filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No.: 16-53499) on December 14, 2016, and is represented
by lawyers at Sheppard Mullin Richter & Hampton, LLP as bankruptcy
counsel.
At the time of filing, the Debtor had $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
The petition was signed by Andrew De Camara, its chief executive
officer.
CHINA FISHERY: Has Until Feb. 28 to Solicit Plan Acceptances
------------------------------------------------------------
The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court in New
York has extended, at the behest of China Fishery Group Limited
(Cayman) and its affiliates, the exclusive period to solicit
acceptances of a Chapter 11 plan for each Debtor through and
including Feb. 28, 2018.
No later than Jan. 8, 2018, the Debtors will provide Malayan
Banking Berhad, Hong Kong Branch with a detailed accounting of the
proceeds of the loan extended by Teh Hong Eng, including, to the
extent practicable, evidence showing to which entity or entities
the proceeds of the THE Loan were directly or indirectly delivered
and for what purposes such proceeds were ultimately used. If the
evidence is not delivered, the Debtors will provide an explanation
as to why delivery was not practicable.
As reported by the Troubled Company Reporter on Dec. 13, 2017, the
Debtors sought the extension, saying that they have structured the
CFGL/PARD Plan to complement the Chapter 11 Trustee's proposed sale
process for CFG Peru Singapore, after careful analysis of potential
plan structures and regular communication with the Chapter 11
Trustee. The treatment provided to creditors under the CFGL/PARD
Plan incorporates a toggle based on whether the Chapter 11 Trustee
realizes a minimum sale price of $1.15 billion. The Debtors
anticipate that the Chapter 11 Trustee's sale process will move
forward in tandem with the confirmation of the plan. Consequently,
the timeline for confirmation of the CFGL/PARD Plan is expected to
move ahead in parallel with the Chapter 11 Trustee's timeline for
completing the sale process. The PAIH Plan is also currently
expected to proceed along a similar timeline.
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016. The petition was signed
by Ng Puay Yee, chief executive officer. The cases are assigned to
Judge James L. Garrity Jr.
At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP, as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as
special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CLINTON NURSERIES: Allowed to Use Cash Collateral on Interim Basis
------------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut has entered an interim order authorizing Clinton
Nurseries, Inc., Clinton Nurseries of Maryland, Inc., Clinton
Nurseries of Florida, Inc., and Triem LLC to use cash collateral
commencing from the Petition Date through and including Jan. 20,
2018.
Any objections to the Debtors' continued use of cash collateral
must be filed and served no later than Jan. 17, and a final hearing
on will be held on Jan. 19, 2018 at 10:00 a.m.
The Debtors authority to use Cash Collateral pursuant to the
Interim Order is limited to $1,450,500, as provided in the Budget
and subject to the permitted variances.
As of the Petition Date, the Debtors were indebted and liable to
Bank of the West without objection, defense, counterclaim or offset
of any kind:
(a) under the Operating Agreement and the Loan Documents, the
principal amount of $27,708,046, plus accrued and unpaid interest
thereon;
(b) under the Real Estate Note, the principal amount of
$2,426,375, plus accrued and unpaid interest thereon; and
(c) all other fees, costs and additional charges due under the
Operating Agreement, the Real Estate Note and the other Loan
Documents.
Bank of the West has negotiated in good faith regarding the
Debtors' use of the prepetition collateral (including the cash
collateral) to fund the administration of the Debtors' estate and
continued operation of the Debtors' business. Bank of the West has
agreed to permit the Debtors to use the prepetition collateral,
including the cash collateral, during the term of the Interim
Order.
Bank of the West is granted valid, binding, enforceable and
perfected senior replacement liens on and security interests in all
property and assets of any kind and nature in which the Debtors
have an interest, whether real or personal.
The Adequate Protection Liens will have the following priorities:
(a) First Priority On Unencumbered Property. Subject to the
Carve Out, a valid, binding, continuing, enforceable, fully
perfected, non-voidable first priority lien on, and security
interest in, all postpetition collateral of the type and kind that
constitutes the lender's prepetition collateral, in addition to all
postpetition collateral that is not subject to valid, perfected,
non-avoidable and enforceable liens in existence on or as of the
Petition Date.
(b) Liens Junior To Certain Existing Liens. Subject to the
Carve-Out, a valid, binding, continuing, enforceable, fully
perfected non-voidable junior lien on, and security interest in,
all Postpetition Collateral, that is subject to (i) valid,
perfected and unavoidable senior liens in existence immediately
prior to the Petition Date or (ii) valid and unavoidable senior
liens in existence immediately prior to the Petition Date that are
perfected after the Petition Date as permitted by section 546(b) of
the Bankruptcy Code, which prepetition security interests and liens
in favor of Bank of the West is junior to such valid, perfected and
unavoidable liens.
(c) Liens Senior To Certain Other Liens. The Adequate
Protection Liens will not be (i) subject or subordinate to (A) any
lien or security interest that is avoided and preserved for the
benefit of the Debtors and its estate under section 551 of the
Bankruptcy Code or (B) any liens arising after the Petition Date,
including, without limitation, any liens or security interests
granted in favor of any federal, state, municipal or other
governmental unit, commission, board or court for any liability of
the Debtors, or (ii) subordinated to or made pari passu with any
other lien or security interest under sections 363 or 364 of the
Bankruptcy Code or otherwise.
Bank of the West is also granted allowed superpriority claims
senior to all other administrative expense claims and to all other
claims, to the extent of any diminution in value of the Prepetition
Collateral in which the Debtors have an interest resulting from any
use of Cash Collateral.
Warren Richards, Jr. and Ann Richards, Varilease Finance, Inc., and
Spring Meadow Nursery, Inc. (the "Other Lien Holders"), may assert
interests in some portion of the cash collateral. To the extent
that any of the Other Lien Holders hold an interest in the cash
collateral, each such Other Lien Holder is hereby granted (a) a
replacement lien on all of the Prepetition Collateral and the
Postpetition Collateral and (b) a Superpriority Claim. Such
replacement liens and Superpriority Claims will be only for the
amount of any diminution in value (if any) of such Other Lien
Holder's interest (if any) in the cash collateral and that such
replacement liens or superpriority claim will be only to the same
validity, priority and extent of any prepetition interest in the
cash collateral held by such Other Lien Holder.
A full-text of the Interim Order is available at:
http://bankrupt.com/misc/ctb17-31897-28.pdf
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are assigned
to Judge Ann M. Nevins. The cases are jointly administered under
Case No. 17-31897.
At the time of filing, Clinton Nurseries estimated assets and
liabilities at $10 million to $50 million.
Zeisler & Zeisler, P.C., is the Debtors' counsel.
COLONIAL MEDICAL: Taps Ada Conde as Legal Counsel
-------------------------------------------------
Colonial Medical Management Corp. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire Ada Conde,
Esq., as its legal counsel.
Ms. Conde will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Ms. Conde charges an hourly fee of $200 for her services. The
Debtor paid a retainer in the sum of $10,000.
In a court filing, Ms. Conde disclosed that she is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Ms. Conde maintains an office at:
Ada M Conde, Esq.
1611 Law and Justice for All, Inc.
P.O. Box 11674
San Juan, PR 00910
Tel: 787-721-0401
Email: 1611lawandjustice@gmail.com
About Colonial Medical Management Corp.
Colonial Medical Management Corp. is an ambulatory health care
clinic located in Anasco, Puerto Rico. Its practice location is
listed as Carretera 402 Km 1.8 Bo. Marias Anasco, Puerto Rico.
Colonial Medical sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 17-06925) on November 21,
2017. Luis Jorge Lugo Velez, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Judge Brian K. Tester presides over the case.
The Debtor previously sought bankruptcy protection (Bankr. D. P.R.
Case No. 14-01922) on March 13, 2014.
CRANBERRY GROWERS: Payment to Unsecured Creditors Raised to 7.6%
----------------------------------------------------------------
Cranberry Growers Cooperative, d/b/a CranGrow, filed with the U.S.
Bankruptcy Court for the Western District of Wisconsin a second
amended disclosure statement in support of its plan of
reorganization dated Dec. 19, 2017.
Class 4 general unsecured claimants will be paid in Cash its Pro
Rata share of Cash from the General Unsecured Recovery Reserve,
pursuant to one or more Distributions until the depletion of the
General Unsecured Recovery Reserve or payment in full. Estimated
distribution for this class is now 7.6% instead of 3.8% as provided
in the previous plan.
The Plan provides for all Committee Avoidance Actions to vest in
the Committee, which will have the limited role of investigating
and prosecuting such actions. The proceeds of any Committee
Avoidance Actions net of the costs of prosecuting such actions will
be used to fund the General Unsecured Recovery Reserve. In
consideration for their contributions under the Plan, the
prosecution of Avoidance Actions by the Committee against any
Participating Patron Members, the Debtor's Professionals and the
Debtor's current officers and directors will be waived and released
by the Committee. The Committee will waive and release any
Non-Committee Avoidance Actions under the Plan. In addition, the
Debtor, in its business judgment, will not pursue prosecution of
any Non-Committee Avoidance Actions. Accordingly, under the Plan,
all Non-Committee Avoidance Actions will not be preserved or
prosecuted and will be waived.
A copy of the Second Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/wiwb1-17-13318-150.pdf
A copy of the Plan of Reorganization is available at:
http://bankrupt.com/misc/wiwb1-17-13318-151.pdf
About Cranberry Growers
Cranberry Growers Cooperative (CranGrow) --
https://www.crangrow.com/ -- is a group of cranberry growers based
in Warrens, Wisconsin, USA. CranGrow currently has 40 grower
members, and it is these members that own the co-op. The co-op's
growers range in size from small to very large cranberry marshes,
most of which have been family owned and operated for generations.
Some have been in operation for over 100 years. CranGrow produces
sliced sweetened dried cranberries, whole sweetened dried
cranberries, single strength juice (not from concentrate), 50 and
65 brix concentrate, and cranberry seed pomace. Unlike many
cranberry processors, CranGrow actually grows the fruit and process
it themselves.
Cranberry Growers Cooperative filed a Chapter 11 petition (Bankr.
W.D. Wis. Case No. 17-13318) on Sept. 25, 2017. The petition was
signed by James Reed, chief executive officer. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
The Debtor's counsel is Justin M. Mertz, Esq., at Michael Best &
Friedrich LLP. The Debtor's financial and restructuring advisor is
Sierra Constellation Partners LLC; and the firm's Winston Mar
serves as the Debtor's chief restructuring officer.
The Office of the U.S. Trustee on Oct. 11 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Cranberry Growers Cooperative. The committee
members are North Star Container, LLC, Tournant Inc., and Brickl
Bros., Inc.
CROSIER FATHERS: Wants More Time to Exclusively File Plan
---------------------------------------------------------
Crosier Fathers and Brothers Province, Inc., Crosier Fathers of
Onamia, and The Crosier Community of Phoenix ask the U.S.
Bankruptcy Court for the District of Minnesota to extend the
periods within which the Debtors have the exclusive right to file a
plan of reorganization and to solicit acceptances of a plan to
March 31 and June 30, 2018, respectively.
The Court will hold a hearing on Feb. 8, 2018, at 10:30 a.m. to
consider the Debtors' request. Any response to the request must be
filed no later than Feb. 2, 2018.
Section 1121 of the U.S. Bankruptcy Code provides that during the
first 120 days after commencement of the case, only the debtor may
file a plan. The debtor has an additional 60 days within which it
alone may solicit acceptance to a filed plan.
The Court previously extended the period within which the Debtors
had the exclusive right to file a plan to Dec. 31, 2017, and the
period within which the Debtors have the exclusive right to solicit
acceptances of a plan to March 1, 2018.
Shortly before the filing of the reorganizations cases, the Debtors
and their insurance carrier, Twin City Fire Insurance Company and
Hartford Accident and Indemnity Company participated in extensive
negotiations. Through those negotiations, the Debtors and Hartford
have been able to settle the declaratory judgment action with an
agreement with Hartford for a substantial contribution to a plan in
exchange for releases and policy buybacks.
The Debtors have worked cooperatively with Hartford, the Official
Committee of Unsecured Creditors, and primary plaintiffs' counsel
in an effort to propose a plan that they believe fairly and
equitably compensates creditors.
The Debtors and Committee jointly filed a bankruptcy-exit plan with
the Court on Dec. 22, 2017, but have not solicited it to creditors
and will not until the accompanying disclosure statement is
approved. The Debtors and Committee on Dec. 27, 2017, filed a
disclosure statement to accompany the plan.
Given that the disclosure statement must still be approved, and the
plan solicited thereafter, the Debtors are requesting further
extension of their exclusive periods out of an abundance of
caution. In the event the filed plan might not be confirmed for
some reason that the Debtors cannot now foresee, the Debtors must
retain the exclusive right to file and solicit a new plan.
The Debtors have worked diligently to file a cooperative plan, are
current on their post-petition obligations, and believe that the
relief requested in this motion will not prejudice the interest of
any creditors.
The Debtors say an extension of the exclusivity periods is
warranted in their reorganization cases, including because (i) the
Debtors and Committee have already filed a consensual plan of
reorganization, evidencing the Debtors' good faith efforts to get a
consensual plan on file; (ii) it has been just over six months
since the Debtors filed for relief under Chapter 11 and the Debtors
are still well in advance of the full 18-month deadline allowable
for extensions of the exclusive periods under the U.S. Bankruptcy
Code; (iii) the Debtors have managed the reorganization cases in
good faith; (iv) the extension is not being sought to pressure
creditors but is rather to preserve the Debtors' exclusive periods
during solicitation of the currently filed consensual plan, in the
unlikely event that a different or amended plan must be filed; and
(v) the Debtors have complied with their post-petition
obligations.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/mnb17-41683-96.pdf
About Crosier Fathers and
Brothers Province Inc.;
and The Crosier Community of Phoenix
Crosier Fathers and Brothers Province, Inc. --
https://www.crosier.org/ -- is a Minnesota non-profit corporation
that is the civil counterpart of the religious entity known as the
Canons Regular of the Order of the Holy Cross Province of St.
Odilia.
Crosier, Crosier Fathers of Onamia and The Crosier Community of
Phoenix sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Minn. Case No. 17-41681 to 17-41683) on June 1, 2017.
The Rev. Thomas Enneking, their president, signed the petitions.
Crosier Fathers and Brothers estimated less than $1 million in
assets and less than $500,000 in liabilities. Crosier Fathers of
Onamia and The Crosier Community of Phoenix each estimated under
$10 million in assets. Crosier Fathers of Onamia estimated under
$10 million in liabilities, while The Crosier Community of Phoenix
estimated under $500,000 in debt.
Judge Robert J Kressel presides over the cases.
The Debtors have hired Quarles & Brady LLP as lead counsel and
Larkin Hoffman as local counsel. JND Corporate Restructuring has
been retained as claims and noticing agent. Levrose Real Estate,
LLC, serves as real estate broker.
The Debtors also have hired Keegan, Linscott and Kenon, P.C., as
accountant; Gaskins Bennett Birrell Schupp LLP as special insurance
counsel; Larson King LLP as special litigation counsel in civil
actions filed before the petition date; and Larkin Hoffman Daly &
Lindgren Ltd., as local counsel.
On June 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Stinson Leonard Street LLP as its bankruptcy counsel.
CRS REPROCESSING: Has Until March 8 to Exclusively File Plan
------------------------------------------------------------
The Hon. Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky has extended, at the behest of CRS
Reprocessing, LLC, the exclusive periods for the Debtor to file a
plan of reorganization and to solicit acceptance of the plan
through and including March 8, 2018, and May 7, 2018,
respectively.
About CRS Reprocessing
CRS Reprocessing, LLC -- http://www.crs-reprocessing.com/-- is a
global partner in fluid reprocessing management, offering people,
technology and services to efficiently handle industrial fluids for
a variety of industries. With 30 years of expertise and operations
in the U.S., Europe and Asia, its custom-built, on-site
reprocessing facilities economically transform used fluids back to
customer-specified performance levels, allowing high-yield waste
recovery and lower unit costs.
CRS Reprocessing, LLC, based in Louisville, KY, filed a Chapter 11
petition (Bankr. W.D. Ky. Case No. 17-32565) on Aug. 9, 2017. The
petition was signed by Scott T. Massie, chief executive. In its
petition, the Debtor estimated $1 million to $10 million in assets
and $50 million to $100 million in liabilities. Lea Pauley Goff,
Esq., and Emily Pagorski, Esq., at Stoll Keenon Ogden PLLC, serve
as bankruptcy counsel to the Debtor.
DB2017 LLC: Prior Owner Buying Forth Worth Property for $113K
-------------------------------------------------------------
DB2017, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of the real property
located at 4805 Waterford Drive, Fort Worth, Texas to 2012
Properties, LLC, for $113,000.
The Debtor is the owner of several residential homes. It owns the
Property. Wells Fargo Bank N.A. asserts a first lien against the
Property. A dispute has arisen between Wells Fargo and the Debtor
concerning the Debtor's rights in the Property. The Debtor
believes the sale of the Property is on the best interests of the
estate. The Debtor would show that sale will provide sufficient
funds to pay the claim of Wells Fargo in full. The Debtor would
show that the sale will resolve the matter currently in dispute
between the Debtor and Wells Fargo concerning the Property.
The Debtor proposes to sell the Property to the Purchaser. The
Purchaser is the prior owner of the Property by virtue of its
purchase of the Property at a Sheriff's Sale in July 2015. The
Debtor asks that the Court allows it to sell the Property free and
clear of all liens claims and encumbrances and that the net sales
proceeds (after payment of closing costs and the Wells Fargo first
lien) be placed into the DIP account with any other asserts all
liens attaching to the proceeds and not to be distributed without
further order of the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/DB2017_LLC_61_Sales.pdf
The Debtor asks that the matter be set down for an Emergency
Hearing and that upon hearing, the Court enters an Order
authorizing the sale of the Property, and for such other and
further relief as the Debtor may show itself justly entitled.
The Purchaser:
2012 PROPERTIES, LLC
P.O. Box 191088
Dallas, TX 75219
Telephone: (214) 218-9432
Facsimile: (214) 855-5158
About DB2017 LLC
DB2017, LLC filed as a Domestic Limited Liability Company (LLC) in
the State of Texas on March 3, 2017 and is approximately five
months old, according to public records filed with Texas Secretary
of State. DB2017, LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 17-60592) on July 31, 2017.
Judge Ronald B. King presides over the case.
Eric A. Liepins, at Eric A. Liepins, P.C., serves as counsels.
As of date of the bankruptcy filing, the Debtor estimated $100,001
to $500,000 in total assets and $100,001 to $500,000 in total
liabilities.
DELCATH SYSTEMS: Exits from $3 Million Convertible Note
-------------------------------------------------------
Delcath Systems, Inc. has entered into exchange agreements with
investors from its June 2016 private placement of senior secured
convertible notes originally issued pursuant to that certain
Securities Purchase Agreement, dated June 6, 2016, by and among the
Company and those investors. Pursuant to the Exchange Agreements,
the Company:
(i) extinguished its remaining $3,027,408 in outstanding
obligations under the Notes in full;
(ii) obtained a release of restrictions on $2,046,897 in
restricted cash held in its control accounts;
(iii) issued to the investors shares of its common stock (or
rights to receive common stock to the extent such issuance
of Shares would otherwise result in the beneficial
ownership by any such investor of more than 4.9% or 9.9% of
its issued and outstanding stock), as applicable, of an
aggregate of 123,708,735 shares of its common stock; and
(iv) paid a cash payment to the investors of $829,830 from the
restricted cash held in the Company's control accounts.
The number of shares of the Company's issued and outstanding common
stock immediately following issuance of the initial Shares to the
investors is 114,054,852.
The Rights may be exercised in whole or in part by an investor,
without payment of additional consideration, at any time an
investor would not beneficially own more than 4.9% or 9.9% (as set
forth in the applicable Exchange Agreement) of the Company's common
stock (along with any shares of the Company's common stock owned by
any Attribution Parties) outstanding immediately after giving
effect to such exercise. The Shares and Rights were issued in
transactions exempt from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended, and the Shares and Rights were
also issued in compliance with Section 3(a)(9) thereunder such that
for Rule 144 purposes the holding period for the Shares and Rights
and shares of Company common stock underlying the Rights may be
tacked onto the holding period of the Notes.
About Delcath Systems
Based in New York, New York, Delcath Systems, Inc. --
http://www.delcath.com/-- is an interventional oncology Company
focused on the treatment of primary and metastatic liver cancers.
The Company's investigational product -- Melphalan Hydrochloride
for Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects. In Europe, the Company's system is in commercial
development under the trade name Delcath Hepatic CHEMOSAT Delivery
System for Melphalan (CHEMOSAT), where it has been used at major
medical centers to treat a wide range of cancers of the liver.
As of Sept. 30, 2017, Delcath Systems had $14.48 million in total
assets, $16.33 million in total liabilities and a total
stockholders' deficit of $1.85 million. The Company has incurred
losses since inception and has an accumulated deficit of $305.6
million at Sept. 30, 2017. During the nine months ended Sept. 30,
2017 used $11.7 million of cash for its operating activities.
Grant Thornton LLP, in New York, 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 from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
DIFFUSION PHARMACEUTICALS: Begins Phase 3 Clinical Trial with TSC
-----------------------------------------------------------------
Diffusion Pharmaceuticals Inc. announced that a Phase 3 clinical
trial using its lead small molecule trans sodium crocetinate in
patients with newly-diagnosed inoperable glioblastoma multiforme
brain cancer, is now open for enrollment. The trial, which has
been named INTACT (INvestigating Tsc Against Cancerous Tumors),
follows a previous Phase 2 GBM study in which the inoperable
patient subgroup showed a nearly four-fold increase in survival
compared with historical controls when TSC was added to their
treatment regimen (40% alive at two years vs. 10.4%). TSC's
innovative mechanism of action affects the tumor micro-environment,
making treatment-resistant cancer cells more susceptible to the
tumor-killing power of conventional radiation therapy and
chemotherapy (temozolomide) by re-oxygenation of the hypoxic
portion of the tumor. The Company believes that a largely intact
GBM tumor vasculature with limited surgical resection is conducive
to TSC's tumor re-oxygenation properties, and that this contributed
to the survival increase in the Phase 2 GBM inoperable patient
subgroup.
The trial will screen 300 patients and enroll 264 in an effort to
ensure that results from 236 patients will be available for
analysis. Enrolled patients will be randomized in a 1:1 ratio into
treatment and control groups. Patients in the treatment group will
receive standard of care temozolomide and RT plus an intravenous
bolus of TSC administered shortly before their SOC treatments.
Patients in the control group will receive SOC alone. The study
will compare overall survival at two years between patients in the
two groups. Up to 100 clinical sites in the U.S. and Europe are
expected to participate. The Company projects that enrollment will
be completed by early 2019, with interim safety and efficacy data
possible in 2020 and trial completion in 2021. Further site
initiation is on-going, with first patient enrollment targeted for
January 2018.
"Given the dire prognosis of inoperable GBM brain cancer, we are
especially gratified to have the INTACT clinical trial open for
enrollment. We believe that TSC can provide new hope for these
patients, whose treatment options are so limited," said David
Kalergis, chief executive officer of Diffusion Pharmaceuticals.
"The four-fold increase in inoperable GBM patients alive at two
years in our Phase 2 trial is a particularly strong efficacy
signal, and informs the design of our Phase 3 trial."
About the GBM Phase 3 INTACT Trial
The INTACT clinical trial is an open-label, randomized, controlled,
Phase 3 safety and efficacy registration trial. Subjects will be
randomized at baseline to SOC for first-line treatment of GBM plus
TSC, or to SOC alone. The SOC for GBM is temozolomide plus RT for
6 weeks followed by 28 days of rest, followed by 6 cycles of
post-radiation temozolomide treatment.
About Diffusion Pharmaceuticals
Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc.
-- http://www.diffusionpharma.com/-- is a clinical-stage
biotechnology company focused on extending the life expectancy of
cancer patients by improving the effectiveness of current
standard-of-care treatments including radiation therapy and
chemotherapy. Diffusion is developing its lead product candidate,
trans sodium crocetinate, for use in the many cancers where tumor
hypoxia (oxygen deprivation) is known to diminish the effectiveness
of SOC treatments. TSC targets the cancer's hypoxic
micro-environment, re-oxygenating treatment-resistant tissue and
making the cancer cells more vulnerable to the therapeutic effects
of SOC treatments without the apparent occurrence of any serious
side effects.
Diffusion reported a net loss of $18.03 million for the year ended
Dec. 31, 2016, compared to a net loss of $6.71 million for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $28.32
million in total assets, $21.97 million in total liabilities and
$6.35 million in total stockholders' equity.
KPMG LLP, in McLean, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations, has limited resources available to fund
current research and development activities, and will require
substantial additional financing to continue to fund its research
and development activities. These conditions raise substantial
doubt about its ability to continue as a going concern.
DIGITAL POWER: Needs More Capital to Continue as Going Concern
--------------------------------------------------------------
Digital Power Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,851,000 on $1,822,000 of revenue for
the three months ended June 30, 2017, compared with a net income of
$66,000 on $2,064,000 of revenue for the same period in 2016.
At June 30, 2017, the Company had total assets of $13.98 million,
total liabilities of $6.57 million, and a $7.41 million in total
stockholders' equity.
As of June 30, 2017, the Company had cash and cash equivalent of
$0.44 million, an accumulated deficit of $15.22 million and a
negative working capital of $2.09 million. The Company has
incurred recurring losses and reported losses for the three and six
months ended June 30, 2017, totaled $1.74 million and $2.73
million, respectively. In the past, the Company has financed its
operations principally through issuances of convertible debt,
promissory notes and equity securities.
The Company expects to continue to incur losses for the foreseeable
future and needs to raise additional capital to continue its
business development initiatives and to support its working capital
requirements. In March 2017, the Company was awarded a 3-year, $50
million purchase order by MTIX Ltd. ("MTIX") to manufacture,
install and service the Multiplex Laser Surface Enhancement
("MLSE") plasma-laser system. Management believes that the MLSE
purchase order will be a source of revenue and generate significant
cash flows for the Company. Management believes that the Company
has access to capital resources through potential public or private
issuance of debt or equity securities. If the Company is unable to
raise additional capital, it may be required to curtail operations
and take additional measures to reduce costs, including reducing
its workforce, eliminating outside consultants and reducing legal
fees in order to conserve its cash in amounts sufficient to sustain
operations and meet its obligations. 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/Mb3SaZ
About Digital Power Corp.
Digital Power Corporation (DPC) is engaged in the design,
manufacture and sale of power system solutions for applications in
the medical, military, telecom and industrial markets. The
Fremont, California-based Company operates through two segments:
North America (sales through DPC) and Europe (sales through Digital
Power Limited (DPL)).
EXPERIMENTAL MACHINE: Feb. 14 Plan and Disclosures Hearing
----------------------------------------------------------
Judge Nancy V. Alquist of the U.S. Bankruptcy for the District of
Maryland conditionally approved Experimental Machine, Inc.'s small
business disclosure statement, dated Dec. 12, 2017, referring to a
reorganization plan dated Dec. 14, 2017.
The hearing to consider the final approval of the Disclosure
Statement and the confirmation of the Plan will be held in
Courtroom 2A of the U.S. Bankruptcy Court, U.S. Courthouse, 101
West Lombard Street, Baltimore, Maryland 21201, on Feb. 14, 2018,
at 2:00 PM.
Jan. 23, 2018, is fixed as the last day for filing and serving
written objections to the conditionally approved Disclosure
Statement or confirmation of the Plan.
Jan. 23, 2018, is fixed as the last day for filing written
acceptances or rejections of the Plan.
About Experimental Machine
Experimental Machine, Inc., filed a chapter 11 petition (Bankr. D.
Md. Case No. 16-25294) on Nov. 18, 2016. The Debtor tapped Michael
S. Myers, Esq., at Scarlett, Croll & Myers, P.A., as counsel.
Clark Machinery Sales, LLC, serves as sales broker and Bruce Caulk,
C.P.A., and his firm Naden/Lean, LLC, serves as accountant to the
Debtor.
FANNIE MAE & FREDDIE MAC: Gary Hindes Shares Some New Opinions
--------------------------------------------------------------
Amid recent press reports that because of the reduction in the
corporate income tax rate that took effect Jan. 1, 2018, Fannie Mae
and Freddie Mac may require a one-time Treasury draw to offset the
de-valuation of certain deferred tax assets on the housing finance
giants' balance sheets, Gary Hindes at The Delaware Bay Company,
LLC, says. Mr. Hindes is a shareholder in both companies and says
any such payments by Treasury should be characterized as "a return
of stolen money."
On Sept. 6, 2008, the federal government seized Fannie and Freddie
(the "GSEs") and forced them into Conservatorship. "The original
takeover wasn't the 'bailout' they claimed it was at the time; it
was a stick-up," Mr. Hindes asserts, pointing to the fact that
while both companies had been incurring losses due to the housing
downturn, they still had the highest capital ratios in their
histories, were flush with cash, and had successfully tapped the
public securities markets just three days earlier, selling $5.7
billion of unsecured bonds rated AA+ by S&P and AAA by Fitch. The
offering was oversubscribed.
Shortly after seizing control and ousting their CEOs, the Federal
Housing Finance Agency ("FHFA"), purporting to act as Conservator,
ordered the companies to book several non-cash accounting charges,
ultimately resulting in Treasury's purchasing $187 billion of
preferred shares (bearing a 10 percent dividend) so they could
maintain a positive net worth. (AIG and the banks which received
federal assistance under the Troubled Asset Relief Program would be
charged half that.) By the summer of 2012, however, the housing
market had turned around, the accounting entries had to be
reversed, and Fannie and Freddie suddenly became massively
profitable. Within days of the announcement of second quarter
earnings -- which far surpassed the dividend -- the Conservator
agreed to a demand by Treasury to change the dividend to a new rate
equal to 100 percent of the companies' earnings and net worth -- in
perpetuity. By the end of the current quarter, it is estimated
that the government will have received over $100 billion more from
the GSEs than the $187 billion it provided them. But the terms of
the agreement struck between FHFA and Treasury mandate that none of
the $287 billion can be used to retire Treasury's preferred shares.
Hence, the government's position is that the two companies will
continue to owe it $187 billion -- and must give it all their
profits for the rest of time.
"It was a mafia-type 'loan' from the beginning," Hindes says.
"What responsible board of directors -- or in this case, a
'Conservator', no less -- would borrow $187 billion and agree that
no matter how much money they repay the lender, not a dime can be
applied towards principal? I mean, who does that? And here's a
reality check for you: who borrows that kind of money and pays it
all back in just four years? Answer: someone who never needed it
in the first place. It was 'cookie jar accounting'."
Under the terms of the FHFA/Treasury deal, Fannie and Freddie were
to have seen their capital drained down to zero by year-end 2017.
However, on Dec. 21, Treasury agreed to allow each company to
maintain $3 billion in capital. That will mean $6 billion in
equity for the two combined, against $5 trillion of assets — for
a capital ratio of 0.1 percent. (Their capital will continue to
round to zero, instead of being precisely zero.) Everything above
that will be swept to the government – in perpetuity.
"The idea all along was to saddle Fannie and Freddie with concrete
life preservers so that they could not 'escape, as it were'," Mr.
Hindes said, quoting from an August 18, 2012, White House email to
a Treasury official. "And so far, it's worked."
See also:
The Case of the Concrete Life Preserver
http://delawarebayllc.com/images/The_Case_of_the_Concrete_Life_Preserver.pdf
The Takeover and the Terms
https://howardonmortgagefinance.com/?s=the+takeover+and+the+terms
Contact: Gary Hindes
The Delaware Bay Company, LLC
646-467-5242
Gary.Hindes@delawarebayllc.com
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.
During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury. The Treasury committed to invest up to $200 billion
in preferred stock and extend credit through 2009 to keep the GSEs
solvent and operating. Both GSEs are still operating under the
conservatorship of the Federal Housing Finance Agency (FHFA).
In exchange for future support and capital investments of up to
$100 billion in each GSE, each GSE agreed to issue to the Treasury
(i) $1 billion of senior preferred stock, with a 10% coupon,
without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.
As of Sept. 30, 2017, Fannie Mae had $3.33 trillion in total
assets, $3.32 trillion in total liabilities, and $3.64 billion in
total stockholders' equity.
As of Sept. 30, 2017, Freddie Mac had $2.03 trillion in total
assets, $2.02 trillion in total liabilities, and $5.25 billion in
total stockholders' equity.
FARMACIA BRISAS: Court Conditionally OK's Plan Outline
------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy for the
District of Puerto Rico conditionally approved Farmacia Brisas Del
Mar, Inc.'s disclosure statement with respect to its chapter 11
plan dated Dec. 15, 2017.
Jan. 23, 2018 at 10:00 A.M. is fixed for the hearing on final
approval of the disclosure statement and for the hearing on
confirmation of the plan.
Three days prior to the hearing is fixed as the last day for filing
written acceptances or rejections to the plan.
Three days prior to the hearing is fixed as the last day for filing
and serving written objections to the disclosure statement and
confirmation of the plan.
About Farmacia Brisas Del Mar
Headquartered in Luquillo, Puerto Rico, Farmacia Brisas Del Mar,
Inc. is a corporation dedicated to pharmaceutical services. It
sells mostly pharmaceuticals goods; only a limited amount of sales
come from miscellaneous goods such as toys, beverages, school
supplies and beauty supplies.
Farmacia Brisas Del Mar filed a Chapter 11 bankruptcy petition
(Bankr. D. P.R. Case No. 17-04155) on June 9, 2017, in Old San
Juan, Puerto Rico. It listed $461,158 in total assets and $1.61
million in total liabilities.
The petition was signed by Ana I De La Cruz Padilla, secretary.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 16-00054) on Jan. 8, 2016. It estimated assets of
less than $500,000 and liabilities of $1 million to $10 million.
The 2016 petition was signed by Ana I. De La Cruz Padilla,
secretary.
Victor Gratacos Diaz, Esq., at Gratacos Law Firm, P.S.C., serves as
the Debtor's bankruptcy counsel in both the 2016 and 2017 cases.
Judge Lamoutte Inclan presided over the 2016 case.
FC GLOBAL: Gets $15M Investment Commitment From Opportunity Fund
----------------------------------------------------------------
FC Global Realty Incorporated, formerly PhotoMedex, Inc., has
entered into a securities purchase agreement with Opportunity Fund
I-SS, LLC, under which the Investor may invest up to $15,000,000 in
the Company in a series of closings, in exchange for which the
Investor will receive shares of the Company's newly designated
Series B Preferred Stock at a purchase price of $1.00 per share.
On Dec. 22, 2017, the Company and the Investor completed the first
closing under the Purchase Agreement, pursuant to which the
Investor provided $1,500,000 to the Company in exchange for
1,500,000 shares of Series B Preferred Stock. The proceeds from
the first closing will be used for working capital and general
corporate purposes.
The Purchase Agreement contemplates that the Company and the
Investor will, subject to the satisfaction of certain conditions
set forth in the Purchase Agreement, complete an additional closing
in the amount of $1,000,000 upon the Company's acquisition of (i)
certain interests in Dutchman's Bay and Serenity Bay, two planned
full service resort hotel developments located in Antigua and
Barbuda, which are mandatory contributions under that certain
interest contribution agreement, dated March 31, 2017, among the
Company, its subsidiary FC Global Realty Operating Partnership, LLC
(the "Acquiror"), First Capital Real Estate Operating Partnership,
L.P. (the "Contributor") and First Capital Real Estate Trust
Incorporated (the "Contributor Parent"), as amended Aug. 3, 2017,
Oct. 11, 2017 and Dec. 22, 2017, or (ii) another Income Generating
Property that is approved by the Board of Directors of the Company.
This closing is to occur on or before Dec. 31, 2017, or at such
other time as the Company and the Investor mutually agree upon.
The Purchase Agreement also contemplates that the Company and the
Investor will, subject to the satisfaction of certain conditions
set forth in the Purchase Agreement, complete an additional closing
in the amount of $500,000 upon the Company's acquisition of (i) a
golf and surf club development project on the Baja Peninsula in
Mexico, which is an optional contribution under the Contribution
Agreement, or (ii) another Income Generating Property that is
approved by the Board of Directors of the Company. This closing is
to occur on or before Dec. 31, 2017, or at such other time as the
Company and the Investor mutually agree upon.
Under the Purchase Agreement, the Investor may, but is not
obligated to, make additional investments in one or more subsequent
closings until an aggregate amount of $15,000,000 has been invested
or the Purchase Agreement has been terminated in accordance with
its terms. Proceeds from such subsequent closings will be used to
invest in Income Generating Properties that have been approved by
the Company's Board of Directors or as otherwise agreed to between
the Company and the Investor in writing prior to such subsequent
closings.
The Purchase Agreement is subject to the usual pre- and
post-closing representations, warranties and covenants. In
addition, the Company agreed to nominate two directors to the
Company's Board of Directors upon request of the Investor. The
Company also agreed that, so long as the shares of Series B
Preferred Stock purchased by the Investor are outstanding, the
Company's debt (as defined by U.S. generally accepted accounting
principles) will not exceed 45% of its fixed assets without the
prior written consent of the Requisite Holders. The Company also
agreed to amend the certificate of designation for the Company's
Series A Convertible Preferred Stock to change the conversion price
from $2.5183 to $1.12024021352 such that each share of Series A
Convertible Preferred Stock will be initially convertible into
56.20 shares of Common Stock instead of 25 shares of Common Stock.
In addition, the Company agreed that at any time prior to the
termination of the Voting Agreement, the Company will cause any
person who acquires any securities from the Company or any of its
affiliates that, together with all securities held by such acquirer
and its affiliates, will own, directly or indirectly, five percent
or more of the Company's outstanding Common Stock (after giving
effect to the right of any such person to convert or exchange
securities), to become a party to the Voting Agreement by causing
such person, as a condition to the delivery of such securities, to
sign a counterpart signature page thereto that joins such person to
the Voting Agreement.
As promptly as possible following the first closing, the Company is
also required file a proxy statement and hold a special meeting of
its stockholders to authorize and approve the issuance of shares of
Common Stock upon conversion of the Series B Preferred Stock and
the amendment to the certificate of designation for the Company's
Series A Convertible Preferred Stock. In connection with the
Purchase Agreement, the Contributor and certain other significant
stockholders of the Company, including Yoav Ben-Dror, Dolev Rafaeli
and Dennis M. McGrath, entered into a shareholder voting support
and confidentiality agreement with the Investor, pursuant to which
they agreed to vote in favor of the transactions contemplated by
the Purchase Agreement and also agreed to certain transfer
restrictions on the securities of the Company owned by them.
The first closing was subject to usual closing conditions, such as
receipt of all consents and approvals, the execution of officer
certificates, and the execution of the Voting Agreement, the
Amendment, the Stock Grant Agreement, and other agreements.
As a condition to the first closing, the Company entered into a
registration rights agreement with the Investor, pursuant to which
the Company agreed to register all shares of Common Stock that may
be issued upon conversion of the Series B Preferred Stock under the
Securities Act of 1933, as amended. The Company agreed to file a
registration statement covering the resale of such Registrable
Securities within 30 days of the first closing and cause such
registration statement to be declared effective under the
Securities Act as soon as possible but, in any event, no later than
120 days following the filing date if such registration statement
is filed on Form S-3 or 150 days if such registration statement is
filed on Form S-1. If such registration statement is not filed or
declared effective by the Securities and Exchange Commission on or
prior to such dates, or if after such registration statement is
declared effective, without regard for the reason thereunder or
efforts therefor, such registration statement ceases for any reason
to be effective for more than an aggregate of 30 trading days
during any 12-month period, which need not be consecutive, then in
addition to any other rights the holders of Series B Preferred
Stock may have under the Registration Rights Agreement or under
applicable law, the Company shall pay to each holder an amount in
cash, as partial liquidated damages and not as a penalty, equal to
1.0% of the product obtained by multiplying (x) the Series B
Original Issue Price by (y) the number of shares of Registrable
Securities held by the holder; provided that, in no event will the
Company be liable for liquidated damages in excess of 1.0% of the
Investment Amount in any single month and that the maximum
aggregate liquidated damages payable to the holders under the
Registration Rights Agreement shall be 10% of the Investment
Amount.
In addition, the Company was required to enter into a letter
agreement with Suneet Singal and certain entities related to or
affiliated with him, including the Contributor and the Contributor
Parent, pursuant to which Mr. Singal and such entities agreed that
they would not without the prior written consent of the Investor,
transfer, assign, sell, lend, pledge, encumber, hypothecate,
exchange or otherwise dispose (whether by sale, liquidation,
dissolution, dividend or distribution), or offer or solicit to do
any of the foregoing, of any or all of the equity securities and/or
any debt or similar securities that are convertible into equity
securities of the Company held them, including any additional
equity securities and/or any debt or similar securities which they
may subsequently acquire or any right or interest therein, or
consent to any of the foregoing, until 180 days following the
dissolution of the Investor, but no later than
Dec. 31, 2018. Notwithstanding the foregoing, such restrictions do
not apply to: (i) any transfer to an affiliate if such transfer is
not for value; (ii) a transfer by the Contributor to the
Contributor Parent and by the Contributor Parent to its
shareholders (it being understood that the transfer restrictions
provided for in the Letter Agreement shall no longer apply to the
securities once held by the shareholders of the Contributor
Parent); (iii) for a period of six months commencing on the date of
Investor's dissolution, transfers during any 90-day period that do
not exceed 1% of the outstanding shares of Common Stock during such
period; and (iv) any pledge of an interest in the securities that
is in favor of the Investor or any affiliate of the Investor or any
transfer to the Investor, its affiliate or the Investor or its
affiliate's designee resulting from the foreclosure by the Investor
or its affiliate on the securities covered by such pledge.
Additional closings are subject to usual closing conditions, such
as receipt of all consents and approvals, and the execution of
officer certificates.
The Purchase Agreement may be terminated by the written agreement
of the Investor and the Company, or by the Company or the Investor
if the final closing does not take place prior to Dec. 31, 2018.
Amendment to Contribution Agreement
On March 31, 2017, the Company, the Acquiror, the Contributor and
the Contributor Parent entered into the Contribution Agreement. On
Aug. 3, 2017, the parties entered into Amendment No. 1 to the
Contribution Agreement and on Oct. 11, 2017, the parties entered
into Amendment No. 2 to the Contribution Agreement.
Pursuant to the Contribution Agreement, the parties agreed to
ascribe a value of $14,109,000 to Antigua and the Company agreed to
issue to the Contributor a number of shares of Common Stock having
a value of $14,109,000 upon contribution of Antigua in accordance
with the provisions of the Contribution Agreement. Under the
Contribution Agreement, the number of shares issuable for Antigua
is determined by dividing the Mandatory Transaction Share Value (in
the case of Antigua, $14,109,000) by $2.5183.
Pursuant to the Contribution Agreement, the parties agreed to
ascribe a value of $57,200,000 to Punta Brava, which amount is 130%
of the $44,000,000 value basis for Punta Brava, and the Company
agreed to issue to the Contributor a number of shares of Common
Stock having a value of $57,200,000 upon contribution of Punta
Brava in accordance with the provisions of the Contribution
Agreement. Under the Contribution Agreement, the number of shares
issuable for Punta Brava is determined by dividing the Optional
Transaction Share Value (in the case of Punta Brava, $57,200,000)
by $2.5183. In addition, subject to the satisfaction of milestones
specified in the Contribution Agreement, the Company must issue to
the Contributor in accordance with the provisions of the
Contribution Agreement the warrant for 16,666,667 shares of Common
Stock.
On Dec. 22, 2017, in connection with the transactions contemplated
by the Purchase Agreement, the Company, the Acquiror, the
Contributor and the Contributor Parent entered into Amendment No. 3
to the Contribution Agreement, pursuant to which the parties agreed
that if any of the proceeds under the Purchase Agreement are used
to fund the acquisition of either Antigua or Punta Brava (the
amount of proceeds so used being the "Utilized Proceeds"), then the
Contributor will cancel a number of shares received in
consideration for the such contribution that is equal to the
quotient of the Utilized Proceeds divided by the Series B Original
Issue Price. The Contributor is not required to cancel any shares
underlying the warrant, even if the Utilized Proceeds are utilized
to fund the acquisition of Punta Brava.
Stock Grant Agreement
Pursuant to the Contribution Agreement, the parties had agreed that
all outstanding compensation liabilities owed by the Company to
Dolev Rafaeli, the Company's former Chief Executive Officer, Dennis
M. McGrath, the Company's former President and Chief Financial
Officer, and Yoav Ben-Dror, the former director of the Company's
foreign subsidiaries, would be converted into secured convertible
promissory notes. On Oct. 12, 2017, following approval by the
Company's stockholders, the Company issued the Payout Notes to
Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror in the principal
amounts of $3,133,934, $977,666 and $1,515,000, respectively. The
Payout Notes were due on Oct. 12, 2018, carried a 10% interest
rate, payable monthly in arrears commencing on Dec. 1, 2017, and
were convertible into shares of the Company's Common Stock at
maturity. The Payout Notes were secured by a security interest in
all of the properties, assets and personal property of the
Company.
On Dec. 22, 2017, the Company and the Note Holders entered into a
stock grant agreement to (i) cause the early conversion of the
Payout Notes into an aggregate of 5,628,291 shares of the Company's
Common Stock, (ii) effectuate the release of all security interests
associated with the Payout Notes, (iii) provide for the issuance of
an aggregate of 1,857,336 additional shares of Common Stock to the
Note Holders as consideration for the various agreements of the
Note Holders contained in the Stock Grant Agreement, (iv) provide
for certain cash payments to the Note Holders in amounts equal to
the interest payments that would have been made to the Note Holders
absent the conversion of the Payout Notes, (v) obtain the agreement
of the Note Holders to provide certain support services to the
Company, and (vi) obtain the conditional resignation of certain of
the Note Holders from the Board of Directors of the Company.
Accordingly, the Payout Notes were paid in full.
As promptly as possible following entry into the Stock Grant
Agreement, the Company is required file a proxy statement and hold
a special meeting of its stockholders to authorize and approve the
issuance of the Additional Shares. In connection with the Stock
Grant Agreement, the Investor, the Contributor and certain other
significant stockholders of the Company, including the Note
Holders, entered into a shareholder voting support and
confidentiality agreement, pursuant to which they agreed to vote in
favor of the transactions contemplated by the Stock Grant Agreement
and also agreed to certain transfer restrictions on the securities
of the Company owned by them. The Company is required to issue the
Additional Shares promptly, but in any event within 10 days after
the Company obtains stockholder approval of such issuance.
Pursuant to the Stock Grant Agreement, the Company agreed to make
12 monthly payments on the first of each month commencing on
Jan. 1, 2018 in the amounts of $21,328, $6,653 and $10,310 to
Messrs. Rafaeli, McGrath, and Ben-Dror, respectively. The Cash
Payments are consideration for certain consulting services provided
by the Note Holders specified in the Stock Grant Agreement.
Pursuant to the Stock Grant Agreement, Dolev Rafaeli and Dennis M.
McGrath resigned from the Board of Directors of the Company
effective upon the last to occur of (i) receipt of all of the
Payout Shares and all of the Additional Shares, (ii) receipt of all
of the Cash Payments (either in accordance with the schedule
provided in the Stock Grant Agreement or, at the Company's option,
in one lump sum on an accelerated basis), and (ii) the date that
the Payout Shares and the Additional Shares have been registered
for re-sale in accordance with the Payout Registration Rights
Agreement.
On Dec. 22, 2017, in connection with the Stock Grant Agreement, the
Company entered into a registration rights agreement with the Note
Holders, pursuant to which the Company agreed to register the
Additional Shares under the Securities Act. The Company previously
filed a registration statement covering the Payout Shares. The
Company agreed to file a registration statement covering the resale
of the Additional Shares within 30 days of the Stock Grant
Agreement and cause such registration statement to be declared
effective under the Securities Act as soon as possible but, in any
event, no later than 120 days following the filing date if such
registration statement is filed on Form S-3 or 150 days if such
registration statement is filed on Form S-1. If such registration
statement is not filed or declared effective by the Securities and
Exchange Commission on or prior to such dates, or if after such
registration statement is declared effective, without regard for
the reason thereunder or efforts therefor, such registration
statement ceases for any reason to be effective for more than an
aggregate of 30 trading days during any 12-month period, which need
not be consecutive, then in addition to any other rights the Note
Holders may have under the Payout Registration Rights Agreement or
under applicable law, the Company shall pay to each Note Holder an
amount in cash, as partial liquidated damages and not as a penalty,
equal to 1.0% of the product obtained by multiplying (x) $1.00 by
(y) the number of shares of Common Stock held by the Note Holder
included in the registration statement; provided that, in no event
will the Company be liable for liquidated damages in excess of 1.0%
of the Payout Investment Amount in any single month and that the
maximum aggregate liquidated damages payable to the Note Holders
under the Payout Registration Rights Agreement shall be ten percent
(10%) of the Payout Investment Amount. The Payout Registration
Rights Agreement incorporated the registration rights provisions of
the Payout Notes, provided that the Note Holders waived the breach
by the Company for failure to timely file the Prior Registration
Statement in accordance with the terms of the Payout Notes.
In connection with the Stock Grant Agreement, the security
agreement, dated Oct. 12, 2017, between the Company and the Note
Holders was automatically terminated.
Conditional Resignations of Directors
In connection with the first closing under the Purchase Agreement,
on Dec. 22, 2017, Messrs. Suneet Singal and Darrel C. Menthe
delivered resignation letters to the Board of Directors of the
Company pursuant to which they resigned from the Board of Directors
effective automatically on the third day following written request
to do so from the Investor. Their resignations were not in
connection with any known disagreement with the Company on any
matter.
In addition, pursuant to the Stock Grant Agreement, Messrs. Dolev
Rafaeli and Dennis M. McGrath resigned from the Board of Directors
of the Company effective upon the last to occur of (i) receipt of
all of the Payout Shares and all of the Additional Shares, (ii)
receipt of all of the Cash Payments (either in accordance with the
schedule provided in the Stock Grant Agreement or, at the Company's
option, in one lump sum on an accelerated basis), and (ii) the date
that the Payout Shares and the Additional Shares have been
registered for re-sale in accordance with the Payout Registration
Rights Agreement.
Resignation of Officers
On Dec. 22, 2017, Mr. Suneet Singal resigned from his position as
chief executive officer of the Company, effective as of Jan. 2,
2018. In connection with such resignation, on Dec. 22, 2017, the
Company and Mr. Singal entered into a separation agreement,
pursuant to which Mr. Singal agreed to resign and the Company
agreed to issue to Mr. Singal 1,000,000 shares of the Company's
Common Stock, 333,333 shares of which will vest immediately,
333,333 shares of which will vest upon the first anniversary of the
Singal Separation Agreement, and 333,334 shares of which will vest
upon the second anniversary of the Singal Separation Agreement.
The parties agreed that the issuance of such shares is in lieu of
any other payment that Mr. Singal may already be entitled to
receive under Company policies and his employment agreement.
On Dec. 22, 2017, Mr. Stephen Johnson resigned from his position as
chief financial officer of the Company, effective as of Jan. 2,
2018. In connection with such resignation, on Dec. 22, 2017, the
Company and Mr. Johnson entered into a separation agreement,
pursuant to which Mr. Johnson agreed to resign and the Company
agreed to pay to Mr. Johnson $405,432 in 12 installments as
follows: eleven installments of $33,786 and a twelfth installment
of $33,786. The first payment shall be made with the payroll which
is paid on Jan. 10, 2018 and the subsequent payments shall be made
on the first payroll date of each succeeding month. The Company
also agreed to pay for the health (medical, dental and/or vision)
insurance policies for Mr. Johnson and his family, as enrolled in
as of the date of the Johnson Separation Agreement, or a comparable
policy, for a period of 12 months. The agreed upon amount for
medical coverage is $3,025 per month and will be added to the
monthly severance amount. The foregoing amount is in lieu of any
other payment that Mr. Johnson may already be entitled to receive
under Company policies and his employment agreement.
Both Mr. Singal and Mr. Johnson also will resign from their
positions on the board and/or as officers of the Company's
subsidiaries, including Mr. Singal's position as managing director
of the Company’s foreign subsidiaries, Radiancy (Israel) Limited
and Photo Therapeutics Limited in the United Kingdom.
Appointment of Officers
On Dec. 22, 2017, the Board of Directors of the Company appointed
Mr. Vineet P. Bedi as the chief executive officer of the Company
and Matthew Stolzar as the chief financial officer and chief
investment officer of the Company, effective as of Jan. 2, 2018.
Mr. Bedi, age 35, has over 15 years of experience in real estate
investing, private equity, capital markets and public securities
investing. Mr. Bedi served as the founder, managing partner and
chief investment officer of KRV Capital, LP, an alternative asset
management firm investing in real estate and hard assets across the
capital structure with a focus on liquid and illiquid deep value
investment opportunities. Previously, Mr. Bedi served as a
managing director and portfolio manager at Guggenheim Partners
where he managed an opportunistic portfolio in the public and
private real estate markets. Prior, Mr. Bedi was a Principal and
senior investment professional at High Rise Capital Management, LP,
a multi-billion dollar opportunity fund investing in the public and
private real estate markets. Mr. Bedi began his career in the
investment banking and proprietary trading groups at Bank of
America Merrill Lynch and has held senior positions with Carlson
Capital, LP, Schonfeld Group Holdings and Booth Park Capital
Management, LLC. Mr. Bedi serves as an Adjunct Associate Professor
of Finance at the NYU-Stern School of Business. Mr. Bedi is a
graduate of the NYU-Stern School of Business and is a CFA
Charterholder.
Mr. Stolzar, age 33, has 11 years of experience in finance,
including capital markets, real estate private equity and public
securities investing. Mr. Stolzar was most recently Head of
Research and a Managing Director at KRV Capital, LP, a dedicated
real estate securities and hard assets opportunity fund investment
adviser, where he focused on deep value investments. Prior to
that, he was Head of Research and a Senior Analyst at Pyrrho
Capital Management, a global cross-capital structure event driven
investment manager, where he focused on hard asset sectors
including real estate, financials, energy and mining. Prior to
Pyrrho, Mr. Stolzar was an Investment Professional at Och-Ziff Real
Estate, where he analyzed and executed real estate private equity
and credit transactions across the residential, commercial and
hospitality sectors. Mr. Stolzar began his career as an Investment
Banking Analyst at Credit Suisse in the Real Estate Group. Mr.
Stolzar received his B.A. with Honors in Economics and a Minor in
Mathematics from Stanford University and is a holder of the
Chartered Financial Analyst designation.
The newly appointed officers were appointed until their successors
are duly elected and qualified. There are no arrangements or
understandings between the newly appointed officers and any other
persons pursuant to which they were selected as officers. There
are no family relationships among the newly appointed officers and
our directors or officers. There has been no transaction, nor is
there any currently proposed transaction, between any newly
appointed officer and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Employment Agreements
On Dec. 22, 2017, the Company entered into employment agreements
with Messrs. Bedi and Stolzar. The terms of the Employment
Agreements are for a period of three years and automatically renew
for additional one year period unless terminated by either the
Company or an Executive in writing by notice to such Executive or
the Company delivered no fewer than 90 days prior to expiration of
the then-applicable term.
Under the Employment Agreements, Messrs. Bedi and Stolzar are
entitled to a base salary of $400,000 and $300,000, respectively,
per annum, payable in accordance with the Company's normal payroll
practices. An increase within the first year will be considered by
the Board of Directors based on the achievement of the first six
months of the business plan or the closing of certain funding
requirements or of a significant further investment in the Company.
Further increases in base salary during the term of the Employment
Agreements shall be determined from time to time in the sole
discretion of the Board based upon such criteria as they deem
relevant, or based on no particular criteria whatsoever. In
addition, the Executives are entitled to receive an annual
incentive bonus equal to a minimum of 50% of base salary, based
upon achieving targets set by the Board for each year, as follows:
25% based on investments, transactions, financings and joint
venture relationship targets; 25% based on operating metrics and
shareholder return targets; and 50% subjective as determined by the
Board. The targets are to be set by the Board within 90 days of
receipt and acceptance by the Board of a final business plan for
the year from the Executives. The Board may, in its discretion,
pay these bonuses, in whole or in part, in cash or in equity of the
Company based on the Company's financial position and cash position
at the time of the approval of the bonus(es).
Under the Employment Agreements, the Company also agreed to grant
to Messrs. Bedi and Stolzar options to purchase up to 750,000
shares and 400,000 shares of the Company's Common Stock,
respectively, of which the Company agreed to grant 100,000 and
47,800, respectively, on the date of the Employment Agreements. The
initial options vest as follows: twenty-five percent (25%) at the
end of the first year of the Employment Agreements, twenty-five
percent (25%) at the end of the second year of the Employment
Agreements, and fifty percent (50%) at the end of the third year of
the Employment Agreements, and in accordance with the provisions of
the Company's employee stock option plan(s). The remaining options
will be granted upon approval by the Company's stockholders of an
expansion of the 2005 Employee Stock Option Plan. In the event an
Executive is terminated other than for Cause (as defined in the
Employment Agreements) by the Company, resigns for Good Reason (as
defined in the Employment Agreements), or the Company undergoes a
Change of Control (as defined in the Employment Agreements), the
Executive shall be entitled to receive the remaining initial
options at the time of termination or resignation, or as soon
thereafter as is practical; and shall vest in all initial options
as of the date of termination or resignation, or the date of
issuance, whichever is later.
Under the Employment Agreements, the Company agreed to, within 90
days of receipt and acceptance by the Board of an initial business
plan prepared by the Executives in consultation with the Company's
officers and directors, establish a revised Long Term Incentive
Plan for the Company's officers and directors. In the case of the
Executives, the LTIP will provide for an incentive bonus equal to a
minimum of 50% of the Executives' base salary on an annual basis.
The Company also agreed maintain a directors and officers liability
insurance policy in a minimum amount of $5,000,000, which will
provide comprehensive coverage to the Executives.
Pursuant to the Employment Agreements, the Executives and their
dependents are entitled to participate in the Company's healthcare
plans, welfare benefit plans, life insurance plans or policies,
fringe benefit plans and any qualified or non-qualified retirement
plans as in effect from time to time, on the same basis as those
benefits are made available to the other senior executives of the
Company. They will also be entitled to receive such perquisites as
are or have previously been made available to other senior
executives of the Company in accordance with Company policies as in
effect from time to time. The Executives shall be entitled to
reimbursement for reasonable and necessary business expenses
incurred by them in the performance of their duties and
responsibilities, such expenses to be documented and reimbursed in
accordance with the Company's reimbursement and expenses policies
as in effect from time to time. The Executives will also be
entitled to four weeks paid vacation per annum.
A full-text copy of the Form 8-K filed with the Securities and
Exchange Commission is available for free at https://is.gd/BVjhFS
About FC Global
Willow Grove, Pennsylvania-based FC Global Realty Incorporated,
formerly PhotoMedex, Inc., is a global health products and services
company providing integrated disease management and aesthetic
solutions to dermatologists, professional aestheticians,
ophthalmologists, optometrists, consumers and patients. The
Company provides proprietary products and services that address
skin conditions including psoriasis, vitiligo, acne, actinic
keratosis, photo damage and unwanted hair, as well as fixed-site
laser vision correction services at its LasikPlus(R) vision
centers.
PhotoMedex reported a loss of $13.26 million in 2016 following a
loss of $34.55 million in 2015.
Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued
a "going concern" opinion on the consolidated financial statements
for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016,
the Company had an accumulated deficit of $115.6 million and
shareholders' deficit of $1.408 million. Also, during the most
recent periods the Company has incurred losses and negative cash
flows from continuing operations and was forced to sell certain
assets and business units to obtain additional liquidity resources
to support its operations. In addition, on Jan. 23, 2017, the
Company completed the sale of its consumer products division which
represented the sale of substantially all of the remaining
operations and assets of the Company. These conditions, along with
other matters, raise substantial doubt about the Company's ability
to continue as a going concern.
FRONTIER OILFIELD: Capital Deficiency Raises Going Concern Doubt
----------------------------------------------------------------
Frontier Oilfield Services, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $252,451 on $321,863 of revenue
for the three months ended September 30, 2017, compared with a net
loss of $368,686 on $284,345 of revenue for the same period in
2016.
At September 30, 2017, the Company had total assets of $4.30
million, total liabilities of $11.07 million, and a $6.77 million
in total stockholders' deficit.
The Company has generated losses from operations, has an
accumulated deficit and working capital deficiency. These factors
raise substantial doubt regarding the Company's ability to continue
as a going concern.
To continue as a going concern and achieve a profitable level of
operations, the Company will need, among other things, to increase
its business volume and grow revenues, reduce its operating
expenses, raise additional capital resources and develop new and
stable sources of revenue sufficient to meet its operating
expenses.
The Company's ability to continue as a going concern will be
dependent upon management's ability to successfully implement
management's plans to pursue additional business volumes from new
and existing customers, reduce indebtedness through sales of
non-performing assets and conversions of debt to equity, and
rationalize the Company's cost structure to achieve profitable
operations. The Company's continued existence will ultimately be
dependent on its ability to generate sufficient cash flows to
support its operations as well as provide sufficient resources to
retire existing liabilities on a timely basis. The Company faces
significant risk in implementing its business plan and there can be
no assurance that financing for its operations and business plan
will be available or, if available, such financing will be on
satisfactory terms.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Jsu6TK
About Frontier Oilfield Services
Frontier Oilfield Services, Inc. (FOSI), is primarily involved in
the disposal of saltwater and other oilfield fluids in Texas. The
Shreveport, Louisiana-based Company currently owns and operates
nine disposal wells in Texas, six within the Barnett Shale in North
Texas and three in east Texas near the Louisiana state line.
GARDEN FRESH: Can Exercise Option to Renew Lease with Landlord
--------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware denies Landlord DK Connections LLC's limited
objection to the proposed Sale Order regarding the assumption and
assignment of a Lease between Tenant Garden Fresh Restaurant Corp.
and the Landlord.
Garden Fresh filed a Chapter 11 case, which is jointly administered
with its affiliates. On Nov. 17, 2016, Debtors moved in their
Amended Notice of (I) Possible Treatment of Contracts and Leases,
and (II) Fixing of Cure Amounts, And (III) Deadline to Object
Thereto to, among other things, assume assign the subject Lease
between Tenant and DK Connections LLC as part of a motion (the
"Sale Order") to sell certain assets to proposed-buyer, GFRC
Acquisition, LLC.
On Dec. 9, 2016, Landlord filed a limited objection to the Sale
Order regarding the assumption and assignment of the relevant
Lease. The Landlord renewed its objection in a subsequent filing
ten days later.
The question at issue is whether the lessee Tenant may exercise an
Option to renew the Lease during bankruptcy proceedings, even
though the Debtors had certain defaults, which they have cured, and
the Lease specifies that it may not be renewed if defaults exist at
the time the Option is exercise. Landlord submits that the Tenant
failed to properly exercise the Option due to pre- and
post-petition defaults, and as such the Debtors may only assign and
assume the Lease to the Purchaser to the extent of its remaining
term.
The Court finds that the Tenant validly exercised its Option. The
exercise was timely, and any defaults that existed at the time the
Tenant exercised the renewal did not prevent its right in the
Option from vesting. Since the lease has been cured of any prior
defaults and because the renewal option was a vested right, the
Option can be relieved from forfeiture pursuant to Section 3275 of
the California Civil Code.
In addition, the Court declines to apply its equitable powers to
amend the substantive state contract rights of the parties outside
bankruptcy. At least in this case, the California anti-forfeiture
regime sufficiently balances the interests of debtors and creditors
and does not conflict with the rationale of Section 365. Nor is
there reason to believe that Section 365(d) should preempt state
law.
A full-text copy of Judge Sontchi's Opinion dated Dec. 20, 2017, is
available at:
http://bankrupt.com/misc/deb16-12174-1128-1.pdf
Counsel for DK Connections LLC:
Scott J. Leonhardt
THE ROSNER LAW GROUP LLC
824 Market Street, Suite 810
Wilmington, DE 19801
leonhardt@teamrosner.com
-and-
J. Ted Donovan
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway - 22nd Floor
New York, New York 10036
Tdonovan@gwfglaw.com
Counsel for the Purchaser:
Mette H. Kurth
L. John Bird
Courtney A. Emerson
FOX ROTHSCHILD LLP
919 N. Market Street
Suite 300
Wilmington, DE 19801
mkurth@foxrothschild.com
lbird@foxrothschild.com
cemerson@foxrothschild.com
About Garden Fresh Restaurant Intermediate Holding, LLC
Founded in 1978 and headquartered in San Diego, California, Garden
Fresh owns of 123 Souplantation and Sweet Tomatoes restaurants
across 15 states. Garden Fresh has 5,500 employees, approximately
5,000 of whom are employed on an hourly basis.
Fresh-G Restaurant Intermediate Holding, LLC, f/k/a Garden Fresh
Restaurant Intermediate Holding, LLC, and its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Case Nos.16-12174 to 16-12178)
on Oct. 3, 2016. The petitions were signed by John D. Morberg,
chief executive officer.
The Debtors have hired Morgan, Lewis & Bockius LLP as general
counsel; Young, Conaway, Stargatt & Taylor, LLP, as local counsel;
Piper Jaffray Companies as financial advisor; and Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent.
At the time of the filing, Garden Fresh Restaurant Intermediate
Holdings estimated assets and debts at $0 to $50,000.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016,
appointed five creditors of Garden Fresh Restaurant Intermediate
Holdings, LLC, et al., to serve on the official committee of
unsecured creditors.
The Debtor has changed its name to Fresh-G Restaurant Intermediate
Holding, LLC following the sale of the Company's assets to GFRC
Holdings, which comprised a group of prepetition term loan lenders
affiliated with Cerberus Capital Management, L.P. and Ares Capital
Corp. The buyer submitted the only qualified bid -- a credit bid
$95 million against the debt it held against the Debtors plus an
agreement to assume certain of the company's liabilities post-sale
-- which was approved by the Court in January 2017.
HALT MEDICAL: Has Until Feb. 6 to Exclusively File Plan
-------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware has extended, at the behest of Halt
Medical, Inc. (now known as HMI Liquidating Inc.), the period
within which it has the exclusive right to file a Chapter 11 plan
through Feb. 6, 2018, and to solicit acceptances for the plan
through April 9, 2018.
As reported by the Troubled Company Reporter on Dec. 13, 2017, the
Debtor asked for the extension, saying that it is still in the
process of preparing a plan to wind down its bankruptcy case. The
Debtor stated that the requested extensions will foster an
efficient plan process, allowing the Debtor to complete its plan
and negotiate with key stakeholders without upsetting the balance
intended by the plan exclusivity accorded to a debtor under the
Bankruptcy Code.
About Halt Medical Inc.
Halt Medical, Inc., a surgical device maker, sought bankruptcy
protection (Bankr. D. Del. Case No. 17-10810) on April 12, 2017.
Kimberly Bridges-Rodriguez, president and CEO, signed the
petition.
Judge Laurie S. Silverstein presides over the case. At the time of
the filing, the Debtor estimated $1 million to $10 million in
assets and $100 million to $500 million in liabilities.
The Debtor is represented by Steven K. Kortanek, Patricia A.
Jackson and Joseph N. Argentina Jr. of Drinker Biddle & Reath LLP,
and Robert L. Eisenbach III and Michael Klein of Cooley LLP.
Canaccord Genuity Inc. serves as the Debtor's investment banker,
and Donlin, Recano & Company, Inc., is the claims and noticing
agent.
The U.S. Trustee has been unable to form an official unsecured
creditors committee in the case.
* * *
U.S. Bankruptcy Judge Laurie Selber Silverstein approved the sale
of the Debtor's assets to its post-petition lender, Acessa AssetCo
LLC. The buyer served as stalking horse bidder and was the lone
bidder.
According to a Bankruptcy Law360 report, Halt Medical sought
bankruptcy protection in April with $156.3 million in debt. The
Chapter 11 filing followed an abrupt cutoff of financing by
longtime private equity investor American Capital Ltd., which
itself was acquired by Ares Capital Ltd.
The DIP lender and stalking horse bidder is represented by Adam
Landis and Kerri Mumford of Landis Rath & Cobb LLP.
HELIOS AND MATHESON: Farnsworth Has 17.3% Stake as of Dec. 10
-------------------------------------------------------------
Theodore Farnsworth disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Dec. 10, 2017, he
beneficially owns 4,543,255 shares of common stock of Helios and
Matheson Analytics Inc., constituting 17.3 percent based on
23,481,253 shares of common stock outstanding as of Dec. 28, 2017,
as reported to the Company by the Company's stock transfer agent,
plus 2,803,255 shares of common stock that the Company may issue to
the reporting person within 60 days.
On Dec. 10, 2017, the Company's Board of Directors approved, and on
Dec. 11, 2017 the Company and Mr. Farnsworth entered into, an
employment agreement pursuant to which the reporting person was
granted an aggregate 2,053,255 shares of the Company's common
stock. The grant of the Compensation Shares is subject to approval
by the Company's shareholders to the extent required by the Listing
Rules of The Nasdaq Stock Market, including Listing Rule 5635(c).
The Company anticipates seeking shareholder approval during the
first half of 2018.
Assuming that the Company's shareholders approve the grant of the
Compensation Shares to the reporting person, Mr. Farnsworth will
beneficially own an aggregate 4,543,255 shares of the Company's
common stock which, following the issuance of the Compensation
Shares and the issuance of a total of 750,000 shares of common
stock that may be issued within 60 days of Dec. 28, 2017, will
represent approximately 17.3% of the Company's outstanding common
stock.
On Dec. 15, 2017 the Company sold, in a public offering made
pursuant to Form S-3 registration statements, numbers 333-212550
and 333-222-015, Series A Units consisting of 8,261,539 shares of
common stock together with Series A Warrants for the purchase of
8,261,539 shares of common stock and Series B Units consisting of a
pre-funded Series B Warrant for the purchase of 969,230 shares of
common stock and Series A Warrants for the purchase of 969,230
shares of common stock. A purchaser of Series B Units exercised
the pre-funded Series B Warrant and purchased an aggregate of
969,230 shares of common stock. As a result of the Company's
issuance of 9,230,769 shares of common stock on Dec. 15, 2017, the
reporting person's percentage ownership is 17.3% as of Dec. 28,
2017.
Mr. Farnsworth has not sold, transferred or otherwise disposed of
any shares of the Company at any time.
On Dec. 11, 2017, the Company and the reporting person entered into
an Employment Agreement that included the following provisions:
Annual Bonus. For 2017, the reporting person will receive a
year-end cash bonus in the amount of $350,000 and an award of
53,255 shares of the Company's common stock which will vest on Feb.
15, 2019, which have a value of $450,000, as determined by the last
closing price of the common stock preceding the grant date
(Dec. 10, 2017). For each subsequent year of the term, the
reporting person will receive an annual bonus, made up of cash and
shares of the Company's common stock, as determined in the sole
discretion of the Board based on its assessment of Company and
individual performance in relation to performance targets, a
subjective evaluation of the reporting person's performance or such
other criteria as may be established by the Board. The annual cash
target bonus will be 25% of the reporting person's base salary and
the annual award of shares of the Company's common stock will have
a value equal to 200% of his base salary, also determined by the
closing price of the common stock on the grant date. Shares of
common stock granted to the reporting person in each subsequent
year of the term will vest ratably at the end of each of the six
calendar quarters subsequent to the calendar quarter in which the
grant is made.
Market Capitalization Milestone Bonus. The reporting person will
receive a stock bonus based upon the Company's achievement of
certain market capitalization milestones during the term of the
agreement. Each award of common stock pursuant to a market
capitalization milestone will vest upon the later of Feb. 15, 2019
and the end of the applicable three-month period following the
applicable date of the grant. The Company's market capitalization
for each applicable milestone and measurement period will be
determined based on the market capitalization reported by Bloomberg
LP.
A full-text copy of the regulatory filing is available at:
https://is.gd/XMVVxe
About Helios and Matheson
Since 1983, Helios and Matheson Analytics Inc. (NASDAQ:HMNY) --
http://www.hmny.com/-- has provided information technology
services and solutions to Fortune 1000 companies and other large
organizations. The Company offers its clients an enhanced suite of
services of predictive analytics with technology at its foundation
enriched by data science. The Company is headquartered in New York
City and has an office in Bangalore India.
Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015.
As of Sept. 30, 2017, Helios and Matheson had $17.46 million in
total assets, $41.54 million in total liabilities, $2.09 million in
redeemable common stock and a $26.17 million total shareholders'
deficit.
ILLINOIS STAR: Litigation with Largest Creditor Delays Plan Filing
------------------------------------------------------------------
Illinois Star Centre, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Illinois to extend its plan filing deadline
and plan filing exclusive period through and including March 2,
2018, and the exclusive period for its plan acceptance through and
including May 2, 2018.
Given the Debtor's pending negotiations with its tenants and
ongoing litigation with its largest potential creditor, the Debtor
submits that it would be reasonable to allow the Debtor the
requested extension.
As reported by the Troubled Company Reporter on Dec. 11, 2017, the
Court extended the Debtor's exclusive period for filing a plan to
Jan. 2, 2018, and the exclusive period for obtaining acceptance of
the plan to March 2, 2018.
About Illinois Star Centre
Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion. The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. The
petition was signed by Empire Tax Corp. by Dennis D. Ballinger,
Jr., its managing member.
At the time of the filing, the Debtor disclosed $5.6 million in
assets and zero liability.
The case is assigned to Judge Laura K. Grandy. Carmody MacDonald,
P.C., represents the Debtor as bankruptcy counsel. The Debtor
hired Hoffman Slocomb LLC, as its special counsel.
No official committee of unsecured creditors has been appointed in
the case.
J&S AUTO: May Access Cash Collateral Through Jan. 23
----------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized J&S Auto Inc. to use cash
collateral through Jan. 23, 2018 under the same terms and
conditions as previously ordered.
The Debtor is required to file and serve a proposed form of order
in ECF as a supplemental document and submit a copy in Word format
to msh@mab.uscourts.gov forthwith.
A further hearing will be held on Jan. 23, 2018, at 10:30 a.m.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/mab17-13911-84.pdf
About J&S Auto Inc.
Based in Revere, Massachusetts, J&S Auto Inc. filed a Chapter 11
petition (Bankr. D. Mass. Case No. 17-13911) on Oct. 20, 2017.
Sami Morsy, the Company's president, signed the petition. At the
time of filing, the Debtor estimated $50,001 to $100,000 in assets,
and $100,001 to $500,000 in liabilities. The Debtor's counsel is
George J. Nader, Esq., at Riley & Dever, P.C.
JACOB KUKER: Proposes $190K Sale of Arcadia Residential Property
----------------------------------------------------------------
Jacob Allen and Cara Lynn Kuker ask the U.S. Bankruptcy Court for
the Northern District of Iowa to authorize the sale of the
residential real property located at 621 S. Division Street,
Arcadia, Iowa to Jon D. Vonnahme and Andrea Blair for $190,000.
The Debtors have determined that it is in the best interests of the
bankruptcy estate to sell the Property. The Property consists of
an improved property that Debtor Jacob Kuker purchased in 2011.
The Debtors are not currently utilizing the Property and ownership
of the Property is not necessary for their business or other
purposes. They propose to sell the Property as part of their
reorganization to maximize value. The purchase price of $190,000,
with $500 earnest money, is more than what Debtor Jacob Kuker
purchased the Property for in 2011 and is supported by an
appraisal.
In terms of marketing, Debtor Jacob Kuker was approached regarding
the sale of the Property by the real estate agent identified in the
Agreement, who knew that he was intending to sell the Property. He
has received no other offers to purchase the Property, which is
located in a very small community (which had a population of 484 at
the 2010 census) with a small real estate market. Indeed, Debtor
Jacob Kuker has been informed that, if the Sale is completed, the
purchase price identified in the Agreement is the most that has
ever been paid for a house in Arcadia, Iowa.
The Property is fully encumbered by United Bank of Iowa. The Bank
has expressed its support of the Sale. If the Sale is not approved
through the Section 363 sale process, and is instead obstructed and
delayed, there is a risk that the Buyers will not want to move
forward with the Sale and will instead pursue a different property.
The Agreement is dated Oct. 13, 2017 and includes a closing date
of Dec. 15, 2017. Thus, the sale is already delayed by one week.
There will be no financial gain by further delaying the Sale,
instead only the opposite.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Jacob_Kuker_38_Sales.pdf
In terms of tax consequences, the Debtors expect that there will be
no adverse tax consequences arising from the sale of the Property
as there will be no capital gain. While the Sale price is slightly
higher than the amount that Debtor Jacob Kuker paid for the
Property in 2011, the Sale price does not exceed the price that he
paid for the Property plus the amounts that he spent on
improvements to the Property. The Debtors have been unable to
close on the sale of the Property because of the mortgage and
statutory liens that have been filed against the Property, making
them previously unable to convey clear title to the Property.
The Debtors ask an order authorizing and approving the sale of the
Property free and clear of all liens, encumbrances, claims and
interests, with such liens, encumbrances, claims and interests
attaching to the net proceeds of the Sale in the order of their
relative priorities. The net proceeds will consist of the Sale
proceeds remaining after payment of the realtor's commission and
other expenses customarily paid out of Sale proceeds at such a
closing. It is expected that all net proceeds will be paid to the
Bank.
Counsel for Debtors:
Donald L. Swanson, Esq.
Kristin M.V. Krueger, Esq.
KOLEY JESSEN P.C., LLO
1125 South 103 Street, Suite 800
Omaha, NE 68124
Telephone: (402) 390-9500
Facsimile: (402) 390-9005
E-mail: Don.Swanson@koleyjessen.com
Kristin.Krueger@koleyjessen.com
Jacob Allen Kuker and Cara Lynn Kuker sought Chapter 11 protection
(Bankr. N.D. Iowa Case No. 17-01453) on Nov. 13, 2017. The Debtors
tapped Donald Swanson, Esq., as counsel.
LADDCO LLC: May Use Cash Collateral on Final Basis Until April 1
----------------------------------------------------------------
The Hon. William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota has entered a final order authorizing LADDCO,
LLC, to use the cash collateral of Granite Community Bank on a
permanent basis until the earlier of entry of an order confirming a
Chapter 11 plan, or April 1, 2018.
The Parties stipulated to the following terms:
1. The Debtor agrees to use the cash collateral in accordance
with the Stipulation and the Budget, for the purpose of preserving
and maximizing the value of the estate, up to the lesser of: (a)
the actual amount of each itemized expense or (b) the itemized
amount set forth in the Budget plus the permissible variance
hereinafter described:
2. The Debtor agrees to make adequate protection payments to
Granite Community Bank in the monthly amount of $5,010.
3. The Debtor agrees to maintain the debtor-in-possession
operating account with Granite Community Bank.
4. Granite Community Bank is holding $49,035 in a deposit
account. However, there are outstanding prepetition real estate
taxes on the mortgaged properties totaling $19,698, as of June 27,
2017. The outstanding prepetition taxes will be satisfied with the
Deposit Account Cash Collateral. The parties further stipulate and
agree that the remaining Deposit Account Cash Collateral will be
applied against the GCB Secured Claim upon entry of the Order.
5. The postpetition property taxes for all of the mortgaged
properties are agreed to be escrowed with Granite Community Bank on
a monthly prorate basis, with the December 2017 pro-rata payment,
in the amount of $1,570, remitted to Granite Community Bank. The
escrowed post-petition property tax payments are separate from and
not include within the adequate protection payments. Granite
Community Bank is authorized to either pay or release to the Debtor
for payment prior to the tax authority due date.
6. Granite Community Bank will have a lien, to the same
extent, validity and priority as its prepetition liens, upon all
postpetition property of the Debtor, including all proceeds and
products thereof.
7. The Debtor agrees to provide to Granite Community Bank the
information, reports, schedules, insurance policies and
endorsements, and other documents as well as the access, audit,
inspection and other rights which Debtor is required to provide to
Granite Community Bank under the Loan Documents, with the exception
that the Debtor is authorized to file and provide a copy of its
outstanding state and federal tax returns to Granite Community Bank
on or before February 3, 2018. Debtor is authorized to also provide
a current rent roll (with tenant names and rent amounts) provided
within 20 days after the end of each month.
8. The Debtor agrees at all times to insure the collateral in
accordance with the provisions of the Loan Documents. The Debtor
will provide Granite Community Bank with proof of insurance, naming
Granite Community Bank as a loss payee or additional insured under
the policies for its collateral.
9. The Debtor agrees to repair and maintain the Collateral as
required under the terms of the Loan Documents and industry
standards. Granite Community Bank will have the right on reasonable
notice to the Debtor to inspect the collateral during normal
business hours, and the Debtor will reasonably cooperate to make
the collateral available for inspection.
10. The Debtor agrees to file a Chapter 11 plan no later than
March 5, 2018.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/mnb17-43456-28.pdf
About LADDCO LLC
LADDCO LLC, based in Eden Valley, Minnesota, filed a Chapter 11
petition (Bankr. D. Minn. Case No. 17-43456) on November 15, 2017.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Douglas A. Ruhland, chief operating officer.
The Hon. William J Fisher presides over the case.
Sam Calvert, Attorney At Law, serves as bankruptcy counsel to the
Debtor. The Debtor hired Daniel Schleper as its accountant.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
LIGHTBRIDGE CORP: Recurring Losses Raise Going Concern Doubt
------------------------------------------------------------
Lightbridge Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,733,548 on $15,136 of revenue for the
three months ended September 30, 2017, compared with a net loss of
$1,503,517 on $83,219 of revenue for the same period in 2016.
At September 30, 2017, the Company had total assets of $6.87
million, total liabilities of $1.33 million, and a $5.54 million in
total stockholders' equity.
The Company has incurred recurring losses since inception and
expect to continue to incur losses as a result of costs and
expenses related to its research and continued development of its
nuclear fuel and our corporate general and administrative expenses.
At September 30, 2017, the Company has $4.3 million in cash and
restricted cash. The Company has expended substantial funds on the
research and development of its fuel technology and expect to
increase its spending on research and development expenditures if
it is able to execute on a potential joint venture with AREVA Inc.,
a wholly-owned subsidiary of AREVA NP SAS. The Company's net
losses incurred for the three months and nine months ended
September 30, 2017 amounted to $1.7 million and $5.1 million,
respectively, and working capital was approximately $3.6 million at
September 30, 2017. As a result, there is 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/RVMz2x
About Lightbridge Corp.
Headquartered in Reston, Va., Lightbridge Corporation is a nuclear
fuel technology company. The Company participates in the nuclear
power industry in the United States and internationally. Its
segments include nuclear fuel technology business and nuclear
energy consulting business.
MADEESMA INTERNATIONAL: Taps Joel M. Aresty as Legal Counsel
------------------------------------------------------------
Madeesma International Funding Group LLC seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to hire
Joel M. Aresty P.A. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Joel Aresty, Esq., disclosed in a court filing that he and his firm
do not represent any interest adverse to the Debtor and its
estate.
The firm can be reached through:
Joel M. Aresty, Esq.
Joel M. Aresty P.A.
309 1st Ave. S
Tierra Verde, FL 33715
Tel: 305-904-1903
Fax: 800-559-1870
Email: aresty@mac.com
About Madeesma International Funding Group
Madeesma International Funding Group LLC is an affiliate of
Madeesma Investment Group LLC, which sought bankruptcy protection
on Dec. 4, 2017 (Bankr. S.D. Fla. Case No. 17-24490). Its
principal assets are located at 3439 SW 65 Avenue, Miami, Florida.
Madeesma International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-24695) on December
11, 2017. Osmany Linares, manager, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge: Hon. Laurel M. Isicoff presides over the case.
MADEESMA INVESTMENT: Taps Joel M. Aresty as Legal Counsel
---------------------------------------------------------
Madeesma Investment Group LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Joel
M. Aresty P.A. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Joel Aresty, Esq., disclosed in a court filing that he and his firm
do not represent any interest adverse to the Debtor and its
estate.
The firm can be reached through:
Joel M. Aresty, Esq.
Joel M. Aresty P.A.
309 1st Ave. S
Tierra Verde, FL 33715
Tel: 305-904-1903
Fax: 800-559-1870
Email: aresty@mac.com
About Madeesma Investment Group LLC
Based in Miami, Florida, Madeesma Investment Group LLC is an
investment company founded in 2010.
Madeesma Investment Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-24490) on December 4,
2017. Osmany Linares, manager, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Robert A. Mark presides over the case.
MARIA SANCHEZ: Proposes $96K Private Sale of McAllen Property
-------------------------------------------------------------
Maria Magdalena Sanchez asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the sale of the real
property located in Hidalgo County, Texas, more particularly
described as All of Lot 3, Ivy Terrace Subdivision, an addition to
the City of McAllen, Hidalgo County, Texas, also known as 912 N.
29th, McAllen, Texas, to Francisco Sanchez for $96,000.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
The Debtor proposes to sell the property that's also listed on
Schedule A of her bankruptcy schedules because of the necessity of
consummating the sale that will benefit the estate and the
property's first lienholder InterNational Bank, ("INB"). The
property is not necessary to the operation of her business in that
Debtor will maintain other properties for the operation of her
business and in that respect only, not necessary to the
administration of the estate.
The Debtor proposes to sell the property free and clear of any
interest of an entity other than the estate. She believes that the
lienholder will consent.
The value of and debt owed on the 50%of the tract of land proposed
to be sold is as follows: (i) value - $120,000; (ii) debt -
$50,000; and (iii) lienholder - INB. INB is a first lien holder of
Tract 1. Although, the property is cross collateralized with other
property not being proposed to be sold through the Motion, the
Debtor believes that the total debt on the loans on the property is
approximately $50,000.
The proposed sale price of $96,000 with $100 earnest money will
pay-off the debt on the loan for the property and upon information
and belief will pay off all debt owed to the creditor. The Debtor
proposes to sell the property to the Buyer, in accordance with a
residential contract. The proposed sale price is in the amount of
$96,000 to be paid at closing. Mr. Sanchez will pay the purchase
cost in cash.
The $96,000 proposed sales price is below the county appraised
value which is $140,392 but matches the 80% of the lienholder value
requirement. The proposed Buyer is an insider as per section
101(31) of the Bankruptcy Code. The proposed transaction is a
result of arms-length negotiations between the Buyer and the
Seller.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Maria_Sanchez_164_Sales.pdf
Applying a discount factor of 25% to the county aforementioned
appraisal value of the property ($140,392) that is encumbered by
INB liens would net INB a liquidated value of $105,294. Applying a
discount factor of 25% to the lienholders aforementioned appraisal
value of the property ($120,000) that is encumbered by INB liens
would net INB a liquidated value of $96,000. The sale price is at
80% of the lienholders appraised value.
The sale of the property will prevent any more ad valorem taxes on
the property from accumulating. All first liens and all tax liens
on the Property will be paid upon closing. The Debtor proposes
that the net proceeds be paid to INB. The proceeds of the sale,
after closing costs and other reasonable expenses related to the
sale as well as payment of the ad valorem taxing authorities, will
pay or satisfy IBN's claim(s) in full, in exchange for the full
release of all of INB liens on the property, after deducting
expenses of the sale, if any, including but not limited to title
policy fees, recording fees, payment of delinquent ad valorem
taxes, tax certificates, attorney's fees, and other expenses
related to the closing of the sale.
All other junior liens and encumbrances which are subordinate to
the liens of INB and the ad valorem taxing entities will be
divested by the sale. The Debtor asks that she'd be authorized to
complete the private sale pursuant to Section 363(f) of Title 11,
United States Code, after notice and hearing.
The Purchaser:
Francisco A. Sanchez
E-mail: fasanchez94@aol.com
The Lienholder:
INTERNATIONAL BANK
c/o Diann M. Bartek
Dykema Cox Smith
1400 N. McColl Road, Suite 204
McAllen, TX 78501-9613
Maria Magdalena Sanchez, of Pharr, Texas, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 16-70518) on Dec. 5, 2016.
The Debtor tapped Antonio Martinez, Jr., Esq., as counsel.
MARIA SANCHEZ: Selling 50% Interest in Rio Hondo Property for $52K
------------------------------------------------------------------
Maria Magdalena Sanchez asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the private sale of her 50%
interest in real property located in Cameron County, Texas, more
particularly described as Tract 1, 33575 FM 2925, Rio Hondo, Texas,
Abst2 - XX Farms N 1/2 Lot 42 Blk 3, to Francisco A. Sanchez, the
co-owner, for $52,000.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
The Debtor proposes to sell her 50% interest in the property that's
also listed on Schedule A of her bankruptcy schedules because of
the necessity of consummating the sale that will benefit the estate
and the property's first lienholder PlainsCapital Bank, ("PCB").
The property is not necessary to the operation of her business in
that Debtor will maintain other properties for the operation of her
business and in that respect only, not necessary to the
administration of the estate.
The Debtor proposes to sell the property free and clear of any
interest of an entity other than the estate. She believes that the
lienholder will consent.
The value of and debt owed on the 50%of the tract of land proposed
to be sold is as follows: (i) value - $37,258; (ii) debt - $25,885;
and (iii) lienholder - PCB. PCB is a first lien holder of Tract 1.
Upon information and belief, the total debt on the loan(s) on the
property is approximately $51,769.
The proposed sale price of $52,000, with $100 earnest money, in
addition to paying off the debt on the loan for the property, will
reduce approximately $51,769 from the estate’s liabilities to the
secured creditor's associated with the property.
The Debtor proposes to sell her 50% interest in the property to
Sanchez, the co-owner, in accordance with a commercial contract.
The proposed sale price is in the amount of $52,000 to be paid at
closing. Sanchez, will pay the purchase cost in cash from a loan.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Maria_Sanchez_163_Sales.pdf
The $52,000 proposed sales price for the Debtor's 50% interest is
above the county appraised value of that 50% interest which is
$37,258 ($74,516/2). The proposed Buyer is a relative of the
Debtor and thus an insider as per section 101(31) of the Bankruptcy
Code. The proposed transaction is a result of arms-length
negotiations between the Buyer and the Seller.
Applying a discount factor of 25% to the aforementioned appraisal
value for the Debtor's 50% interest of the property ($37,258) that
is encumbered by PCB liens would net PCB a liquidated value of
$27,944.
The sale of the property will prevent any more ad valorem taxes on
the property from accumulating. All first liens and all tax liens
on the Property will be paid upon closing. The Debtor proposes
that the net proceeds be paid to PCB. Upon information and belief,
taxes are escrowed each month.
The proceeds of the sale, after closing costs and other reasonable
expenses related to the sale as well as payment of the ad valorem
taxing authorities, will pay or satisfy PCB's claim(s) in full, in
exchange for the full release of all of its liens on the property,
after deducting expenses of the sale, if any, including but not
limited to title policy fees, recording fees, payment of delinquent
ad valorem taxes, tax certificates, attorney's fees, and other
expenses related to the closing of this sale.
All other junior liens and encumbrances which are subordinate to
the liens of PCB and the ad valorem taxing entities will be
divested by the sale. The Debtor asks that she'd be authorized to
complete the private sale pursuant to section 363(f) of Title 11,
United States Code, after notice and hearing.
The Purchaser:
Francisco A. Sanchez
E-mail: fasanchez94@aol.com
Maria Magdalena Sanchez, of Pharr, Texas, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 16-70518) on Dec. 5, 2016.
The Debtor tapped Antonio Martinez, Jr., Esq., as counsel.
MARRONE BIO: Secures $6 Million in Funding From Dwight Anderson
---------------------------------------------------------------
Marrone Bio Innovations, Inc., and Dwight W. Anderson entered into
a secured promissory note, which amended and restated in its
entirety that certain Amended and Restated Promissory Note, dated
as of Oct. 23, 2017, which was given in replacement of, and amended
and restated in its entirety, that certain Promissory Note, dated
as of Oct. 12, 2017. The Anderson Note is a secured promissory
note in the aggregate principal amount of up to $6,000,000, due on
Oct. 12, 2020. Pursuant to the Anderson Note, Anderson has funded
amounts to the Company in various separate disbursements,
$4,000,000 aggregate principal amount of which has already been
provided to the Company (i) on Oct. 12, 2017, in an aggregate
principal amount of $1,000,000, (ii) on Oct. 23, 2017, in an
aggregate principal amount of $1,000,000, (iii) on Dec. 1, 2017, in
an aggregate principal amount of $500,000, (iv) on
Dec. 4, 2017, in an aggregate principal amount of $500,000, (v) on
Dec. 8, 2017, in an aggregate principal amount of $500,000 and (vi)
on Dec. 26, 2017, in an aggregate principal amount of $500,000.
Anderson may, in his sole discretion, fund the remaining $2,000,000
aggregate principal amount, as the Company may request from time to
time in whole or in part.
From the date of any such disbursement through Dec. 31, 2017 (or
such later date as Anderson may decide in his reasonable discretion
and as notified to the Company), the Anderson Note will bear
interest at a rate of 1% per annum, payable in arrears on the
Maturity Date, unless earlier converted into shares of the
Company's common stock. Thereafter, beginning Jan. 1, 2018 (or
such later date), the Anderson Note will bear interest at a rate of
10% per annum, payable in arrears on the Maturity Date, unless
earlier converted into shares of the Company's common stock.
Any or all of the principal or accrued interest under the Anderson
Note may be converted into shares of the Company's common stock at
a rate of one share of common stock per $1.00 of converting
principal or interest, rounded down to the nearest share with any
fractional amounts cancelled, at the election of Anderson by
delivery of written notice to the Company. In addition, upon the
consummation of a qualified equity financing of the Company prior
to the Maturity Date, the aggregate outstanding principal balance
of the Anderson Note and all accrued and unpaid interest thereon
may convert, at the option of Anderson, into that number of the
securities issued and sold in such financing, determined by
dividing (a) such aggregate principal and accrued interest amounts,
by (b) the purchase price per share or unit paid by the purchasers
of the Company's securities issued and sold in such financing;
provided that at least 50% of the amount invested in such financing
must be made by persons who are not affiliates of the Company.
Notwithstanding the foregoing, Anderson's ability to effect any
such conversions will be limited by applicable provisions governing
issuances of shares of the Company's common stock under the rules
of The Nasdaq Capital Market, subject to the Company's receipt of
any applicable waivers thereof, and any amounts not issuable to
Anderson in the Company's equity securities as a result of this
limitation will be payable in cash.
Anderson is an "accredited investor" (as defined in Rule 501(a) of
Regulation D) and the Anderson Note was, and any equity securities
issued upon conversion thereof are, offered and sold pursuant to an
exemption from the registration requirements under Section 4(a)(2)
of the Securities Act of 1933, as amended.
Security Agreement
On Dec. 22, 2017, the Company and Anderson entered into a security
agreement, pursuant to which the Company, to secure its obligations
under the Anderson Note, granted to Anderson a security interest in
the Company's (i) personal property, whether owned or acquired
after the date of the Security Agreement, including all accounts,
chattel paper, commercial tort claims, deposit accounts, documents,
equipment (including all fixtures), general intangibles,
instruments, inventory, investment property, letter-of-credit
rights, money, and other goods, and (ii) real property and real
property interests, appurtenances, and fixtures, including rights
of possession and use under leases and licenses, tenant
improvements, and rights under options to lease or purchase and the
like, as well as all products, proceeds and supporting obligations
of the foregoing clauses (i) and (ii).
Upon an event of default under the Anderson Note, Anderson may
declare amounts under the Anderson Note immediately due and payable
and may exercise remedies available under the Security Agreement,
including the sale, disposition or collection of the Anderson
Collateral, the proceeds of which would be applied to satisfy the
Company's obligations under the Anderson Note.
About Marrone Bio
Marrone Bio Innovations, Inc., makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
METROPARK USA: SM Financial Buying Default Judgments for $5K
------------------------------------------------------------
Metropark USA, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the sale of default
judgments to SM Financial Services Corp. for $5,000, subject to
higher and better offers.
A hearing on the Motion is set for Jan. 19, 2018 at 10:00 a.m.
(ET). The objection deadline is Jan. 12, 2018 at 4:00 p.m. (ET).
Shortly after the Filing Date, the Debtor held going out of
business sales and is no longer operating. It is in the process of
winding down its estate.
On Dec. 20, 2012, the Debtor, the Committee and certain secured
creditors of the Debtor, filed their Settlement Motion which the
Court approved on Jan. 18, 2013. Pursuant to the Order approving
the Settlement Motion and the Settlement Motion, the Committee was
granted authority to pursue avoidance actions on behalf of the
estate.
The Committee obtained judgments by default against various
defendants. The Debtor contacted various entities to solicit
offers for the purchase of the Default Judgments. The only offer
received was from the Buyer for $5,000, will of all liens,
claims, interests and encumbrances.
The Default Judgments are not subject to any security interests and
the Debtor has no knowledge of any party asserting any liens,
claims or interests in the Default Judgments. In its business
judgment, the Purchase Price represents a fair and reasonable sale
price for such assets and is the highest and best offer received
for the sale of the Default Judgments. The sale of the Default
Judgments is subject to higher and better offers.
The Debtor submits that the sale of the Default Judgments is a
prudent exercise of its business judgment under the circumstances
and is in the best interest of its estate and its creditors. The
purchase price for the sale is reasonable and has been negotiated
at arm's-length and is subject to higher and better offers at or
before the hearing scheduled for Jan. 19, 2018. The Debtor is
winding up the estate and sale of the Default Judgments is required
to fully administer the estate. Accordingly, the Debtor
respectfully asks that the Court grants the Motion.
A copy of the Default Judgments attached to the Motion is available
for free at:
http://bankrupt.com/misc/Metropark_USA_744_Sales.pdf
About Metropark USA
Metropark USA, Inc. -- http://www.metroparkusa.com/-- was a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-35
year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and
e-commerce site were located in Los Angeles, California.
Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011, and subsequently
held going out of business sales.
The Debtor disclosed total assets of $28,933,805 and total debt of
$28,697,006 as of April 2, 2011.
Ashford-Schael LLC is serving as counsel to the Debtor, with the
engagement led by Courtney A. Schael, Esq., in Westfield, New
Jersey. CRG Partners Group, LLC, is the Debtor's financial
advisor. Great American Group Real Estate, LLC, doing business as
GA Keen Realty Advisors, is the Debtor's special real estate
advisor.
On May 6, 2011, the Office of the United States Trustee appointed
an official committee of unsecured creditors. Blakeley & Blakeley,
LLP, in Irvine, Calif., is counsel to the Committee, with the
engagement headed by Ronald A. Clifford, Esq.
MONCADA NJ SOLAR: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------------
Creditors, ISE America, Inc., and ISE Farms, Inc., move the U.S.
Bankruptcy Court for the District of New Jersey, for
reconsideration of its May 31, 2017 Letter Decision and order
denying ISE's motion to convert or dismiss the Chapter 11
bankruptcy case of debtor Moncada NJ Solar 201, LLC. Upon review,
Bankruptcy Judge Christine M. Gravelle grants the motion and
dismisses the case.
Moncada was formed for the purpose of developing a solar energy
project. The Project was to be constructed on land owned by ISE.
The relationship between the parties and/or their predecessors in
interest began in July 2010, at which point Moncada began the
process of obtaining various approvals required for the Project. In
2012, New Jersey enacted the Solar Act at N.J.S.A. section 48:3-87,
which made the Project financially viable by providing tax credits
for solar renewable energy. The Project was awarded the right to
these tax credits through the issuance of Solar Renewable Energy
Certificates (the "SubQ Award"). The SubQ Award, given in January
2014 for Energy Year 2016, designated the Project as "connected to
the distribution system" pursuant to the Act as of June 1, 2015.
The Act imposed a deadline of no later than May 31, 2017 for the
Project to "commence commercial operations." As required by the
Act, Moncada caused $326,000 to be placed in escrow with the New
Jersey Board of Public Utilities.
In light of the substantial amount of time between the filing of
the present motion and oral argument, during which there were new
developments in the facts of the case and in the applicable state
statute, whether the motion is considered as a motion for
reconsideration or a renewed motion to dismiss is a distinction
without difference. The operative question for the Court to
consider is whether, under the current facts and law, there is a
reasonable likelihood of rehabilitation for this debtor.
As the Court noted in its May 31, 2017 letter decision, the
feasibility of the case hinges upon the viability of the SubQ
award. Thus, the issue of when the SubQ Award expires is of utmost
importance in making a determination as to whether dismissal is
appropriate. On July 21, 2017, the Act was amended and a certain
provision was added to subsection q. The addition was the only
substantive change to the Act.
The Amendment, at a bare minimum, extended the time for Moncada to
complete the project to May 31, 2018. But, there is no dispute that
Moncada is not be able to comply with that deadline and that,
without the SubQ Award, Moncada has no reason to develop the
Project. Moncada advances two arguments to support its position
that there is a reasonable likelihood of rehabilitation despite the
current May 31, 2018 deadline set by the Amendment. First, it
contends that the BPU has the discretion to extend the deadline
beyond May 31, 2018. Second, it submits that the provisions of the
automatic stay preclude the BPU from taking any action to terminate
its SubQ Award without first seeking relief from the Court.
While the BPU still may utilize its discretion, the Court does not
see the reasonable likelihood that the BPU will extend the deadline
beyond May 31, 2018 for Moncada. Initially, the Court notes that
though the Amendment may not have removed the BPU's discretion, the
language of the pre-Amendment Act raises some questions as to the
BPU's ability to extend the deadline any further. The Act covered
energy years 2014, 2015 and 2016. Moncada's application was under
EY 2016, which ended on May 31, 2016.
In this case, the Moncada SubQ Award fell under EY 2016. The last
day of that EY would be May 31, 2016. Thus, even if the BPU amended
the date of designation to the end of EY 2016, the two-year
deadline would expire by May 31, 2018. Pursuant to the Amendment,
Moncada already has until that date to commence commercial
operations, and it cannot do so. Petitioning the BPU for a further
extension based upon its discretion to modify the date of
designation would have the effect of asking the BPU to modify said
date to a time that falls not only outside of EY 2016 but also
outside of the EYs covered by the Act. This seems illogical and
inconsistent with the language of the Act. The Court is hesitant to
find that the BPU is unable, as a matter of law, to extend that
date of designation outside the EY year based upon the present
record. That said, the Court notes that it is far from clear that
the BPU has discretion to extend solar project completion dates
beyond the reach of the Act itself. Moncada has not cited a state
court proceeding where the BPU has extended a deadline beyond the
latest date contemplated by the Act. This distinction is a factor
in determining that rehabilitation is not reasonably likely.
Moncada alternatively asserts that the provisions of the automatic
stay prevent the BPU from terminating the SubQ Award. Moncada
contends that the termination of the SubQ Award would be a
violation of the automatic stay as the continuation of an
administrative proceeding. The Court, however, finds that the
automatic stay provisions of the Code, in this case, do not protect
against the statutory cancellation of Moncada's SubQ Award on May
31, 2018, and therefore there is no reasonable likelihood of
Moncada's rehabilitation.
The Court concludes that because it is not likely that Moncada will
be able to comply with the provisions of the Act as written, it is
not reasonably likely that Moncada will be able to rehabilitate
through the bankruptcy filing. Thus, the case is dismissed.
A full-text copy of Judge Gravelle's December 19, 2017 Opinion is
available at:
http://bankrupt.com/misc/njb16-33967-70.pdf
Moncada NJ Solar 201, LLC, Debtor, represented by Joseph Casello --
Collins, Vella & Casello.
ISE America, Inc., represented by J. Alex Kress, Esq. --
akress@becker.legal -- Becker LLC.
About Moncada NJ Solar 201
Moncada NJ Solar 201, LLC distributes electricity. The company was
incorporated in 2011 and is based in Shrewsbury, New Jersey. On
December 16, 2016, Moncada NJ Solar 201, LLC filed a voluntary
petition for reorganization under Chapter 11 in the U.S. Bankruptcy
Court for the District of New Jersey ( Case No.: 16-33967).
At the time of the filing, Moncada NJ Solar 201 disclosed $17.28
million in assets and $474.897 million in liabilities.
Moncada NJ Solar 201, LLC sought approval from United States
Bankruptcy Court for the District of New Jersey to employ Joseph
Casello, Esq and Collins, Vella & Casello, LLC to represent them in
the case.
MULTICARE HOME: May Use IRS Cash Collateral on Interim Basis
------------------------------------------------------------
The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Multicare Home Health
Services, LLC, to use cash collateral subject to the protections
and consideration.
The approved one-month budget provides total expenses of
approximately $36,771. The Debtor is required to account each month
to the Internal Revenue Service for all funds received.
The Debtor may utilize the asserted cash collateral of the Internal
Revenue Service and to utilize the property in which the IRS has
asserted a secured interest subject to the provisions of the
Interim Order under the following terms and conditions:
(1) The Debtor will file all past due tax returns, if any,
(including, but not limited to, income, excise, employment, and
unemployment returns) and will file such return with Leo Carey,
Bankruptcy Specialist, IRS, Insolvency Group II, Stop: MC5026DAL,
1100 Commerce St., Dallas, Texas 75242.
(2) The Debtor will file all post-petition federal tax returns
and will pay any balance due upon filing of the return.
(3) The Debtor will, during the pendency of this bankruptcy
case, provide proof of deposit of all federal trust fund.
(4) Upon reasonable notice, the Debtor will, during the
pendency of this case, permit the IRS to inspect, review, and copy
any financial records of the Debtor.
As adequate protection of the IRS' interest in the cash collateral,
the IRS is granted:
(a) Replacement liens on post-petition cash collateral and
property of the Debtor, but only to the same extent, validity and
priority that IRS' liens existed prepetition. These replacement
liens will be in addition to the liens that the IRS had in the
assets of the Debtor as of the petition date.
(b) The Debtor will make the following adequate protection
payment to the IRS in the amount of $2,500 to be applied on the
secured prepetition tax debt. The Debtor will make said payment to
the United States of America, Attn: Donna Webb, Burnett Plaza,
Suite 1700, 801 Cherry Street, Unit No. 4, Fort Worth, Texas,
76102-6882.
The final hearing to consider the Debtor's continued use of cash
collateral is scheduled to be held on January 17, 2018, at 2:00
p.m. and written objections are due by January 12.
A full-text copy of the Interim Order is available at:
http://bankrupt.com/misc/txnb17-34205-39.pdf
About Multicare Home Health Services
Based in Dallas, Texas, Multicare Home Health Services, LLC,
provides home health care services including nursing, physical
therapy, occupational therapy, speech pathology, medical social,
home health aide. The company previously sought bankruptcy
protection on June 21, 2017 (Bankr. N.D. Tex. Case No. 17-32419).
Multicare Home Health Services again sought Chapter 11 protection
(Bankr. N.D. Tex. Case No. 17-34205) on Nov. 6, 2017. Gloria
Wilson, managing member, signed the petition. The Debtor estimated
$50,000 to $100,000 in assets and $1,000,000 to $10 million in
liabilities as of the bankruptcy filing.
The Hon. Harlin DeWayne Hale presides over the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's counsel.
N214FT LLC: Amended Plan Outline OK'd; Jan. 22 Amended Plan Hearing
-------------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas approved N214FT, LLC's amended disclosure
statement, dated Nov. 28, 2017, referring to an amended
reorganization plan dated Dec. 18, 2017.
Jan. 12, 2018 is fixed as the last day for filing written
acceptances or rejections of the Amended Plan.
Jan. 22, 2018 at 1:30 PM is fixed for the hearing on a confirmation
of the Amended Plan.
Jan. 18, 2018 is fixed as the last day for filing and serving
written objections to confirmation of the Amended Plan.
The Troubled Company Reporter previously reported that under the
plan, Baker Aviation, the Debtor's only general Unsecured Creditor,
was the recipient of a $107,000 payment on May 18, 2017.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txnb17-43289-11-48.pdf
About N214FT, LLC
Based in Fort Worth, Texas, N214FT, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-43289) on Aug. 10, 2017.
The petition was signed by Dustin Rall, manager of N21FT, LLC.
Judge Mark X. Mullin presides over the case. Louis M. Phillips,
Esq., of Kelly Hart & Pitre represents the Debtor as counsel.
At the time of filing, the Debtor estimates $1 million to $10
million in assets and liabilities.
NADER MOMENI: Proposes $2M Private Sale of Chevy Chase Property
---------------------------------------------------------------
Nader Momeni filed with the U.S. Bankruptcy Court for the District
of Maryland a second notice of his intended private sale of his
right, title and interest in a parcel of real estate known as 115
Quincy Street, Chevy Chase, Maryland to Evan R. Weschler and
Marrisa B. Weschler or his nominee for the sum of $1,800,000,
subject to higher and better offers.
A hearing on the Motion is set for Jan. 22, 2018. The objection
deadline is Jan. 12, 2018.
The Debtor proposes to sell the Property free and clear of all
liens, encumbrances, charges and claims of every kind and
description. He previously filed his motion to sell on Sept. 12,
2017, and was previously mailed to all parties-in-interest at that
time. Further information regarding the terms and conditions of
the proposed sale is available by contacting the Debtor's counsel.
The notice is given in order to permit parties-in-interest to
object to the intended sale or to submit counteroffers. Any
counteroffer for the purchase of the parcel of Property must be in
writing and will contain the following: (i) the name and docket
number of the bankruptcy case; (ii) the name and address of the
counteroffer or and, if a corporation, the names and addresses of
its principal officers; (iii) a financial statement demonstrating
the financial ability of the individual or entity submitting such
counteroffer to consummate a sale on the terms set forth in said
counteroffer; (iv) the price and other necessary terms associated
with the counteroffer; and (v) a certified or cashier's check made
payable to the undersigned in the amount of 10% of the counteroffer
must also accompany the counteroffer. Any party filing an
objection or counteroffer will be expected to appear and be heard
at the said hearing.
Nader Momeni sought Chapter 11 protection (Bankr. D. Md. Case No.
12-19999) on May 25, 2012. Randall J. Borden, Esq., in Fairfax,
Virginia, serves as counsel to the Debtor.
NET ELEMENT: Receives $2.7 Million from Stock Sale to Cobblestone
-----------------------------------------------------------------
Net Element, Inc., previously filed a Current Report on Form 8-K
with the Securities and Exchange Commission, reporting under Item
3.02 the sales through Dec. 12, 2017 of shares of its common stock
to Cobblestone Capital Partners LLC in transactions that were not
registered under the Securities Act of 1933, as amended.
After the filing date of the December 12th 8-K through Dec. 29,
2017, the Company has sold an aggregate of an additional 536,767
shares of common stock to Cobblestone in multiple transactions,
with the sales to Cobblestone on Dec. 26, 2017 resulting in greater
than 5% of the Company's outstanding common stock sold in
unregistered transactions since the filing date of the December
12th 8-K.
The Company received total consideration of $2,683,835 for the
Shares. The Shares were sold to Cobblestone under an exemption
from the registration requirements of the Securities Act in
reliance upon Section 4(a)(2) of the Securities Act and pursuant to
the Common Stock Purchase Agreement with Cobblestone.
About Net Element
North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) --
http://www.netelement.com/-- operates a payments-as-a-service
transactional and value-added services platform for small to medium
enterprise in the US and selected emerging markets. In the U.S. it
aims to grow transactional revenue by innovating SME productivity
services such as its cloud based, restaurant and retail
point-of-sale solution Aptito. Internationally, Net Element's
strategy is to leverage its omni-channel platform to deliver
flexible offerings to emerging markets with diverse banking,
regulatory and demographic conditions such as UAE, Kazakhstan,
Kyrgyzstan and Azerbaijan where initiatives have been recently
launched. Net Element was named in 2016 by South Florida Business
Journal as one of the fastest growing technology companies.
Net Element reported a net loss of $13.61 million on $54.28 million
of total revenues for the 12 months ended Dec. 31, 2016, compared
to a net loss of $13.32 million on $40.23 million of total revenues
for the 12 months ended Dec. 31, 2015. As of Sept. 30, 2017, Net
Element had $20.43 million in total assets, $18.45 million in total
liabilities and $1.98 million in total stockholders' equity.
Daszkal Bolton LLP's report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, contains an
explanatory paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern. The independent
auditors stated that the Company's recurring losses from operations
and working capital and accumulated deficits raise substantial
doubt about its ability to continue as a going concern.
NEW MILLENNIUM ACADEMY: S&P Hikes Ratings on 2015A/B Bonds to B-
----------------------------------------------------------------
S&P Global Ratings raised its long-term rating to 'B-' from 'CCC+'
on the city of Columbus, Minn.'s series 2015A and 2015B charter
school lease-revenue bonds, issued on behalf of New Millennium
Academy (NMA). The outlook is stable.
"We raised the rating based on the decreased charter revocation
risk and, thus, the reduced likelihood of default for NMA over the
next year," said S&P Global Ratings credit analyst Melissa Brown.
The stable outlook reflects S&P's expectation that over the next
year, that the school will continue working alongside its
management consultant to continue meeting the provisions of its
charter contract and maintain its charter as it works toward the
contract renewal in 2020.
S&P said, "We noted in our prior review that given the severity of
the allegations regarding violations of its charter contract,
multiple notices of concern filed by the authorizer, conclusion of
a third-party investigation, and the resulting notice of intent to
terminate the school's charter, in our view, there was a one-in-two
chance of default. Without its charter contract, NMA is vulnerable
to nonpayment given that its current liquidity would be
insufficient to cover its financial obligations.
"Since our last review, the Friends of Education (FOE), NMA's
authorizer, withdrew its intent to terminate the school's charter.
The filing noted that the authorizer was unable to conclusively
determine that NMA was in direct violation of its charter contract
or Minnesota law. The notice also indicated that NMA had acquired a
management consultant, The Hmong American Partnership (also known
as Thrive Education)."
The bonds are secured by revenues of NMA consisting primarily of
per-pupil funding from the state of Minnesota.
NMA is a K-8 single-site public charter school in its 12th year of
operations. The academy was chartered by Friends of Education and
opened in 2005, emphasizing a curriculum enriched and informed by
Hmong culture and language.
"The stable outlook reflects our view that over the one-year
outlook period, NMA will likely continue operations through the
2017-2018 school year," added Ms. Brown, "and we anticipate that it
will continue working with its management consultant to meet the
requirements of its authorizer and remain in compliance with all of
its bond covenants."
ONCOBIOLOGICS INC: Incurs $40 Million Net Loss in Fiscal 2017
-------------------------------------------------------------
Oncobiologics, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss
attributable to common stockholders of $40.02 million on $3.81
million of collaboration revenues for the year ended Sept. 30,
2017, compared to a net loss attributable to common stockholders of
$63.13 million on $2.97 million of collaboration revenues for the
year ended Sept. 30, 2016.
As of Sept. 30, 2017, Oncobiologics had $20.73 million in total
assets, $51.46 million in total liabilities, $2.92 million in
series A convertible preferred stock, and a $33.65 million total
stockholders' deficit.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2017, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2017 of
$186.2 million, $13.5 million of senior secured notes due in
December 2018 and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
According to Oncobiologics, "We have not generated any revenue from
biosimilar product sales. Since inception, we have incurred net
losses and negative cash flows from our operations. Through
September 30, 2017, we have funded substantially all of our
operations through the sale and issuance of $159.7 million net
proceeds of our equity securities, debt securities and borrowings
under debt facilities. We have also received an aggregate of $29.0
million pursuant to our collaboration and licensing agreements.
Between October 2016 and December 2016, we issued $1.85 million of
unsecured promissory notes, which notes were exchanged for new
senior secured promissory notes and warrants to acquire an 425,000
shares of our common stock in December 2016 concurrent with the
issuance of $6.5 million aggregate principal amount of new senior
secured promissory notes and warrants to acquire an aggregate
1,495,000 shares of our common stock for cash. Between December
2016 and May 2017 we issued an additional $13.15 million of senior
secured promissory notes and warrants for cash. In September 2017,
we closed on the initial sale of 32,628 shares of Series A
Convertible to GMS Tenshi for $3.3 million of cash, and entered
into an investor rights agreement and joint development and
licensing agreement. On October 31, 2017, following receipt of
stockholder approval, we issued an additional 217,372 shares of our
Series A Convertible and warrants to acquire an aggregate of
16,750,000 shares of our common stock to GMS Tenshi for $21.7
million of cash. We also converted $1.5 million aggregate
principal amount of our senior secured notes into 1,500,000 shares
of our Series B Convertible. We will require additional capital to
fund our operations past June 2018. Alternatively, we will be
required to scale back our plans and place certain activities on
hold."
A full-text copy of the Form 10-K is available for free at:
https://is.gd/CnwhLx
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
PALISADES PARK: Wants $6.64K in Financing From Sang Geunnn Cho
--------------------------------------------------------------
Palisades Park Plaza LLC, seeks permission from the U.S. Bankruptcy
Court for the District of New Jersey to obtain postpetition
financing from Sang Geunn Cho.
A hearing on the Debtor's request is scheduled for Jan. 23, 2018,
at 11:00 a.m.
Chang Dong Kim, sole member of the Debtor, says that at this time,
he is requesting that the Court approve a loan which he took out on
Dec. 8, 2017, in the amount of $6,642,332 and then turned over to
the Debtor.
Mr. Cho first expressed an interest in purchasing the Pal Park
Plaza's sole asset, the real estate at 500 Tenth Street, Palisades
Park, New Jersey, in October 2017 but we could not come to a
meeting of the minds on the overall purchase price given the
current rent roll of the various tenant in the building.
Mr. Cho says he first expressed an interest in purchasing the
Building in October 2017 but we could not come to a meeting of the
minds on the overall purchase price given the current rent roll of
the various tenants in the building.
After the deal with Mr. Cho fell through, the Building was
ultimately put up for auction on Dec. 1, 2017, by the Bergen County
Sheriff where a third party purchaser, KL Palisades, LLC, was the
highest bidder at $6,400,000.
Mr. Kim went back to Mr. Cho and managed to work out a new deal
where the Debtor could borrow enough to redeem the Building and
have up to six months to pay Mr. Cho back.
Mr. Kim says that if he cannot pay Mr. Cho back within six months,
then while Mr. Kim will have to forfeit the Building, Mr. Cho has
assured the Debtor that he will continue to honor the leaseholds
interest the Debtor has in the Building.
The secured creditor will be paid off in full as well as there
being enough to pay the unsecured creditors 100%. The difference
will be if there will be something left over for the Debtor.
The Debtor states that it doesn't respectfully request the Court to
approve the funds.
The loan will have an annual interest rate of 2%, due and payable
in full on Jan. 7, 2018, and may be extended up to sixth months by
The Debtor's request and the Lender's approval.
If the Lender does not receive the full payment on or before Jan.
7, 2018, the Debtor will pay the Lender a late charge of 10% of the
payment due.
If the Debtor defaults, and Lender will have the right to
accelerate the Debt, and take over 100% of the membership interest
of Palisades Park Plaza, LLC. The Debtor agrees not to defend
itself or raise any claim against the Lender in surrendering and
conveying membership interest of Palisades Park Plaza, LLC to the
Lender. If the Debtor defaults, the Debtor will also pay all costs
of collection, including court costs and reasonable attorney fees,
immediately upon Lender's request.
Copies of the Debtor's Motion are available at:
http://bankrupt.com/misc/njb15-32649-142-1.pdf
http://bankrupt.com/misc/njb15-32649-142.pdf
About Palisades Park Plaza
Palisades Park Plaza LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 15-32649) on Dec. 1, 2015.
The petition was signed by Chang Dong Kim, its president. The
Debtor estimated assets of less than $50,000 and liabilities of $1
million to $10 million. Judge Stacey L. Meisel is the case judge.
John W. Sywilok LLC is the Debtor's bankruptcy counsel. The Debtor
hired Nelson Kong, P.C., as special counsel.
PAUL'S AUTO CENTERS: Seeks Authorization to Use Cash Collateral
---------------------------------------------------------------
Paul's Auto Centers, LP, seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to use the cash
collateral to make payroll, pay utility, rents and other necessary
operating expenses, which include the upkeep and maintenance of the
Debtor's rental vehicle inventory.
As of the Petition Date, the Debtor has ceased using any of its
funds. The Debtor tells the Court that all payments necessary to
pay current expenses, taxes and maintenance of its collateral were
paid by the Debtor's principal, Paul Hamiter, Jr.
The proposed monthly budget provides total expenses of
approximately $40,110.
Three creditors may assert liens against all or various account
receivable streams of the Debtor:
A. Small Dealer Assistance holds, as collateral, certain notes
receivable, for vehicles purchased from the Debtor and are,
themselves, secured by the vehicles. The Debtor remits
approximately $1,200 weekly to Small Dealers Assistance, and the
Debtor currently collects approximately $1,000 weekly from its note
payors.
B. AFC Funding Corporation financed the purchase of a part of
the Debtor's rental inventory. AFC is paid per each vehicle based
on a formula of monthly payments 2.5% of the original balance plus
interest at the rate of Wall Street Journal Prime plus 2.75% plus a
monthly invoice fee of $20 per vehicle. The balance owing to AFC is
approximately $105,016.
C. NextGear Capital, Inc., financed the purchase of a part of
the Debtor's rental inventory. NextGear Capital is paid per each
vehicle based on a formula of monthly payments 2.5% of the original
balance plus interest at the rate of Wall Street Journal Prime plus
2.75% plus a monthly invoice fee of $20 per vehicle. The balance
owing to NextGear Capital is approximately $341,505.
The Debtor requests that it be allowed to use its accounts
receivable for the purposes of funding its operations. Since the
Debtor's rental income may vary from month to month (with the
current winter months being the slowest), it needs to hold some in
reserve.
Accordingly, the Debtor proposes to pay monthly adequate protection
payments to the secured creditors as follows:
(a) $2,000 to Small Dealers Assistance;
(b) $3,000 to AFC Funding;
(c) $6,000 to Next Gear Capital;
(d) $541.16 to Ally, which is the normal vehicle payment on
the Equinox;
(e) $465.13 to Ally, which is a crammed down payment on the
Silverado based on a value of $20,000, an interest rate of 5.5% and
a 48-month term; and
(f) $454 to Mantis Financial which represents the normal
payment on the equipment loan.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/txnb17-34657-11.pdf
About Paul's Auto Centers
Paul's Auto Centers, Ltd., operator of an automobile leasing and
sales business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34657) on Dec. 12,
2017. Paul Hamiter, its authorized representative, signed the
petition. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million.
Judge Harlin Dewayne Hale presides over the case. Lusky &
Associates, P.C, is the Debtor's counsel.
ROCKY MOUNTAIN: Changes Fiscal Year End to December 31
------------------------------------------------------
Rocky Mountain High Brands, Inc.'s board of directors adopted a
resolution changing its fiscal year from June 30 to Dec. 31. A
report covering the transition period will be filed on Form 10-K.
About Rocky Mountain
Dallas, Texas-based Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB)
is a consumer goods brand development company specializing in
developing, manufacturing, marketing, and distributing hemp-infused
food and beverage products and spring water. The Company currently
markets a lineup of five hemp-infused beverages. RMHB is also
researching the development of a lineup of products containing
Cannabidiol (CBD). The Company's intention is to be on the cutting
edge of the use of CBD in consumer products while complying with
all state and federal laws and regulations.
Rocky Mountain reported a net loss of $9.27 million for the year
ended June 30, 2017, following net income of $2.32 million for the
year ended June 30, 2016. As of Sept. 30, 2017, Rocky Mountain had
$1.04 million in total assets, $7.49 million in total liabilities,
all current, and a total shareholders' deficit of $6.44 million.
Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended June 30, 2017, noting that the
Company has a shareholders' deficit of $7.304 million, an
accumulated deficit of $26.15 million at June 30, 2017, and has
generated operating losses since inception. These factors, among
others, raise substantial doubt about the ability of the Company to
continue as a going concern.
RUTHLESS CORP: Taps Tampa Law Advocates as Legal Counsel
--------------------------------------------------------
Ruthless Corp. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Tampa Law Advocates, P.A. as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Samantha Dammer, Esq., the attorney who will be handling the case,
charges an hourly fee of $300. Paralegals charge $150 per hour.
Prior to the petition date, the Debtor paid the firm an advance fee
of $6,617, which included the filing fee of $1,717.
Tampa Law Advocates does not represent any interest adverse to the
Debtor or its estate, according to court filings.
The firm can be reached through:
Samantha L. Dammer, Esq.
Tampa Law Advocates, P.A.
620 East Twiggs Street, Suite 110
Tampa, FL 33602
Phone: (813) 288-0303
Fax: (813) 466-7495
Email: sdammer@attysam.com
About Ruthless Corp.
Ruthless Corp. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-10547) on December 21, 2017. 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.
SAN LOTUS HOLDING: Recurring Losses Raise Going Concern Doubt
-------------------------------------------------------------
San Lotus Holding Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $365,415 on $17,594 of revenue for the
three months ended September 30, 2017, compared with a net loss of
$83,209 on $nil of revenue for the same period in 2016.
At September 30, 2017, the Company had total assets of $16,270,459,
total liabilities of $457,836, and a $15,812,623 in total
stockholders' equity.
The Company had an accumulated deficit of $23,771,094 as of
September 30, 2017.
The Company faces all the risks common to companies at the early
stage, including capitalization and uncertainty of funding sources,
high initial expenditure levels, uncertain revenue streams and
difficulties in managing growth. The Company's losses raise
substantial doubt about its ability to continue as a going concern.
The Company is currently addressing its liquidity issue by
continually seeking investment capital through private placements
of common stock and debt. Through the collection of its long-term
receivable, the Company expects to have cash receipts to fund its
operations. The Company believes its current and future plans
enable it to continue as a going concern. The Company's ability to
achieve these objectives cannot be determined at this time.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/DUxYkd
About San Lotus Holding Inc.
San Lotus Holding Inc. was incorporated in the State of Nevada on
June 21, 2011 and is based in Hacienda Heights, California. The
Company has two main business segments - (1) travel services and
(2) development of destination real estate.
SE Y OH: Morikawas Buying San Clemente Property for $1.1M
---------------------------------------------------------
Se Y. Oh asks the U.S. Bankruptcy Court for the Central District of
California to authorize the sale of the real property located at
2928 Calle Gaucho, San Clemente, California, consisting of a single
family home, to Kazuyuki and Yuka Morikawa for $1,077,000.
A hearing on the Motion is set for Jan. 29, 2018 at 2:00 p.m.
The Debtor declares that together with his spouse as community
property, he owns six single family homes in Orange County. The
six properties have a total gross value of approximately $9,290,000
with secured obligations on those properties which total
approximately $2,926,000. He has general unsecured creditors of
approximately $450,000 including obligations to his two daughters
of approximately $300,000. These monies were loaned to the Debtor
to assist in making the monthly payments on the secured debt since
his heart attack.
His plan for reorganization is centered around the sale of one of
the Properties, the Subject Property. In November 2017, he listed
that property for sale for a purchase price of $1,100,000. This
was based upon the recommendation of his broker, Keller Williams
and on past marketing attempts over the past year.
On Nov. 19, 2017, the Debtor received an offer to purchase the
Subject Property from the Buyers, which was submitted through
Century 21 Award and Kelly Galvin, the Buyers' Broker. The terms
of the offer were at a sales price of $1,075,000. The offer was
conditioned upon the Buyers' sale of their present home. In
response he offered a "non-contingent" sale of the Subject Property
at a sales price of $1,077,000. That offer was (i) in an "as is"
condition and without warranties of condition; (ii) subject to the
approval of the Court and with the Buyers to pay costs of escrow.
The Buyers accepted that counter-offer on Dec. 1, 2017. The
parties have entered into the Residential Purchase and Sale
Agreement dated as of Dec. 1, 2017
The salient terms of the Agreement are:
a. Gross Sales Price: $1,077,000
b. Overbid: The Sale is not subject to Overbid
c. Real Estate Commissions: The Sale is subject to a broker's
commission in the sum of 5% of the Gross Sales Price ($53,850)
divided equally between the Broker and the Buyer's Broker.
d. Representations & Warranties: The Sale is without Warranty
of Condition and in an "as is" condition and the Debtor is not
responsible for any repairs prior to close.
e. Treatment of Liens: Title at close will be free and clear
of monetary liens and encumbrances as more specifically set forth.
The liens will be paid, in full, at close.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Se_Y_Oh_55_Sales.pdf
The sale of the Subject Property will provide sufficient funds to
pay the outstanding first deed of trust owing to MUFH Union Bank as
well as to pay an outstanding amount under a judgment in favor of
the Crystal Cove HOA in the approximate amount of $70,000. It will
also pay two tax liens to the Franchise Tax Board totaling 82,825.
Based upon the following analysis, the Debtor expects to receive
the net sum of approximately $675,000 at close of escrow.
This sum will be sufficient to provide funds to the estate
sufficient to pay all administrative, priority and unsecured claims
in the Debtor's case and will form the basis for his Plan of
Reorganization, which he expects to file on Jan. 31, 2017 in
accordance with the directions of the Court. In addition, these
funds will provide funds to pay all post-petition payments to
secured creditors, all delinquent real property taxes and otherwise
cure any defaults thereunder.
For all these reasons, the Debtor believes the sale is in the best
interests of his creditors and of the estate. In fact, it is
essential to preserving the assets of the estate and providing a
basis for his reorganization in Chapter 11.
The Creditors:
MUFH UNION BANK
P.O. Box 85600
2-3D 224
San Diego, CA 92186
FRANCHISE TAX BOARD
Bankruptcy Section MS A340
P.O. Box 2952
Sacramento, CA 95812
CRYSTAL COVE COMMUNITY ASSOCIATION
c/o Robert A. Hartley
22342-A Avenida Empressa, Ste. 100
Rancho Santa Margarita, CA 92688
Counsel for the Debtor:
Stephen R. Wade, Esq.
LAW OFFICES OF STEPHEN R. WADE, P.C.
405 N. Indian Hill Boulevard
Claremont, CA 91711
Telephone: (909) 985-6500
E-mail: srW@srwadelaw.com
About Se Y. Oh
Se Y. Oh sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
17-13152) on Aug. 7, 2017. The Debtor tapped Stephen R. Wade,
Esq., at The Law Offices of Stephen R Wade, as counsel. The Debtor
filed a prior Chapter 11 case in November 2016 which was dismissed,
without a bar to refiling, on April 18, 2017.
Commencing in October 2016 the Debtor retained the services of
Lorettta Pierce, a licensed real estate saleswoman with the
brokerage of Keller Williams. That
employment is the subject of a pending Application to Approve
Employment.
SOUTHERN TV: Private Sale of Property to Rocket Dog for $100K OK'd
------------------------------------------------------------------
Judge Edward J. Coleman, III, of the U.S. Bankruptcy Court for the
Southern District of Georgia (Savannah) authorized Southern TV
Corp.'s private sale of (i) three acres, more or less, of real
property in the 16th G.M. District of Long County, Georgia, Parcel
Number 034-115-002, and all improvements thereon, including the 199
ft. guided tower and all structures located on the property; (ii)
five acres, more or less, of real property in land lot number 319
of the Third Land District of Appling County, Georgia, and all
improvements thereon, including the 500 ft. stainless tower and all
structures located on the property; and (iii) all of the personal
property, tangible and intangible, used or formerly used by
Southern in the operation of WGSA Channel 35, Savannah, Georgia;
Channel 32, Beaufort, South Carolina; and Channel 41, Hinesville,
Georgia, including, without limitation, all inventory, furniture,
fixtures, equipment and domain names belonging to Southern, to
Rocket Dog, LLC, (or a company to be formed and owned by "Rocket
Dog"), for $100,000.
A hearing on the Motion was held on Dec. 20, 2017.
The sale is free and clear of liens with valid liens only to attach
to the proceeds of the sale.
It being understood that certain of the personal property included
in the proposed sale may be located at the real property sites and
at certain storage units located at Life Storage #25, 10901
Abercorn Street, Savannah, Georgia, identified as units, S047, 727
and 349.
All the ad valorem as well as all personal property taxes due and
owing to the Tax Commissioner of Long County, Georgia, all personal
property taxes due and owing to the Tax Commissioner of Chatham
County, Georgia, and all amounts due and owing to the Georgia
Department of Labor will be paid in full at closing.
Because there are federal tax liens on record which attach to the
properties being sold, the sale will not close until such liens
have been satisfied.
About Southern TV
Savannah, Georgia-based Southern TV Corp., doing business as WGSA
Channel 35, sought Chapter 11 protection (Bankr. S.D. Ga. Case No.
17-40134) on Jan. 27, 2017. Dan L. Johnson, CEO, signed the
petition. The Debtor estimated assets and liabilities in the
range of $1 million to $10 million.
Judge Edward J. Coleman, III is assigned to the case.
The Debtor tapped James L Drake, Jr., Esq., at James L. Drake, Jr.
P.C., as counsel. Davina Sashkin of Fletcher, Heald & Hildreth,
PLC, was appointed as special counsel to assist the Debtor in FCC
licensing and regulatory matters on April 4, 2017.
* * *
The Debtor's business ceased operations on April 22, 2017.
SPECTRUM ALLIANCE: Sets Bid Procedures for Stabilized Portfolio
---------------------------------------------------------------
Spectrum Alliance, LP, asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize the auction sale,
either as a bulk sale or on an individual basis, of all of its
interests in the stabilized portfolio and undeveloped property to
be held under the auspices the Court on Jan. 17, 2018.
The Debtor owns all or a portion of various subsidiary entities
that hold real estate. The income-producing entities ("Stabilized
Portfolio") it owned are:
a. Cedar Hill Shopping Center: VSC-EE, LLC owns Units 2A, 2B,
3 and 4 and VSC-5, LLC, a DIP (identified with bankruptcy case
number (17-17848)) owns Unit 5 in the Cedar Hill Shopping Center
Condominium in Voorhees Township, Camden County, New Jersey. The
property is a retail power center comprised of nearly 400,000
rentable square feet (approximately 360,000 constructed, with
additional development pending). Shem Creek Cedar Hill, LLC has a
first lien on Units 2A, 2B, 3 and 4. MAREIF has a first lien on
Unit 5.
b. Hillcrest Shopping Center: HC Spectrum Partners, LP owns a
78.38% tenant-in-common ("TIC") interest in this approximately
133,797 square foot community shopping center located in the
Borough of Lansdale, Montgomery County, Pennsylvania. Malvern
Federal Savings Bank has a first lien on the property.
c. Towamencin Corporate Center: CB Spectrum Partners, LP owns
this approximateiy 77,000 square foot, three-story office building
and a 550 car parking garage located at 1690 Sumneytown Pike,
Kulpsvillc, Montgomery County, Pennsylvania, also known as Unit 4
in the Kulpsville Business Campus, a Condominium. The Debtor owns a
51.1% limited partnership interest in CB and 1690 Partners, LLC
owns a 48.9% limited partnership interest in CB.
d. Mount Laurel Corporate Center: ML Spectrum Partners DE, LLC
owns a TIC interest in an approximately 87,011 square foot office
building located at the intersection of Route 73 and Howard
Boulevard in Mount Laurel, Burlington County, New Jersey. Wells
Fargo Commercial Mortgage Servicing services the first lien CMBS
loan on this property.
e. Gwynedd Corporate Center: GCC Building Associates, LP owns
a 75.03% TIC interest in Buildings 1 and 2, and 100% of Building 3,
in this three-building, approximately 122,803 square foot office
complex located on PA Route 63 (Welsh Road) in North Wales,
Montgomery County, Pennsylvania. The property was formed as a
condominium known as the Gwynedd Corporate Center, a Condominium.
Shem Creek GCC, LLC has a first lien on each of the condominium
units comprising the property.
The Debtor also owns all or a portion of these four entities that
own title to undeveloped land assets ("Undeveloped Land
Portfolio"):
a. Lehighton: Spectrum 209 Partners, LP owns approximately 9.3
acres of undeveloped land in Carbon County, Pennsylvania.
Harleysville National Bank has a first mortgage on this property.
b. Hawthorne Court: Hawthorne Court Associates, LP owns two
condominium units on this approximately 13 acre parcel of
undeveloped land in North Wales, Montgomery County, Pennsylvania.
Wohlsen Construction holds a first lien on the condominium units
and appurtenances owned by the Debtor.
c. Cedar Lake: MVI Spectrum Partners, LLC owns approximately
10 acres of undeveloped land in Voorhees, Camden County, New
Jersey. MAREIF holds a first mortgage on this land. Luciano
DiVentura has a preferred equity interest in MVI Spectrum Partners,
LLC.
d. Pond Building: PB Spectrum Partners, LP owns an
approximately 2.23 acre tract (also known as Unit 6 of the
Kulpsville Business Campus, a Condominium) in Kulpsville,
Montgomery County, Pennsylvania. The International Union of
Operating Engineers of Eastern Pennsylvania and Delaware Pension
Fund holds a $10,000,000 preferred equity position in PB Spectrum
Partners, LP and has executed on a pledge of the Debtor's Limited
Partnership interest in PB Spectrum Partners, LP.
Commencing in September 2016, the Debtor retained Griffin Financial
Group, LLC to assist with a refinancing or sale of its assets.
During this period of time, prior to the Petition Date, the Debtor
received five tentative offers, each of which was withdrawn by the
respective bidders, or the Debtor decided not to pursue. The
Debtor subsequently began negotiating with the ad hoc creditor and
limited partner committees with regard to the concept of a
restructuring plan.
At this time in March 2017, the Debtor's projected cash flow showed
a deficit in August 2017 and the need for a sale, borrowing, or
other cash infusion at that time. While it hoped to file for
bankruptcy protection in March 2017, the Debtor was unable to
acquire the requisite approvals from its limited partners until
June 19, 2017. The Debtor, upon the filing of its bankruptcy
proceeding, prepared and circulated a Plan of Reorganization
incorporating the terms of the pre-petition, previously circulated,
plan negotiated with the ad hoc committees.
The Debtor and the Committee actively negotiated the DIP Lender's
Proposal. The Committee also sought alternative financing
proposals at this time. Ultimately, the DIP Financing from the DIP
Lender was approved and the DIP Loan closed in August 2017.
Continued marketing and sales efforts prior to the hearing on the
Motion, the Auction, and the Sale Hearing will determine if there
are any other potential bidders.
The Debtor proposes to auction off all of its interests in the
Stabilized Portfolio including its interests in VSC-EE, LLC, VSC-5,
LLC, HC Spectrum Partners, LP, CB Spectrum Partners, LP, ML
Spectrum Partners DE, LLC and GCC Building Associates, LP, along
with their respective General Partnership interest in SAS-CB, LLC,
Spectrum Alliance Services GCC, LLC, SAS-HC, LLC, ML Spectrum
Partners, LLC and Spectrum Alliance Services ML, LLC and SAS-EE,
LLC; MVI Spectrum Partners, LLC, along with its respective General
Partnership and Managing Member interest in that entity and any
other entity through which the Debtor directly or indirectly owns
any part of the Stabilized Portfolio; the Debtor's profit sharing
and development rights in the CSC Project to be identified. The
will also include all fixtures, furniture, computers, records,
files, websites, approvals, permits plans and all personal property
of any nature or kind, except fund level cash for Spectrum
Alliance, L.P.
The Stabilized Property will include all claims that Seller or its
General Partner may have against all related TIC or other members,
partners or owners, for money owed for unpaid capital calls or
capital contributions from other limited partners of companies in
the Stabilized Portfolio.
The Debtor also proposes to auction off all of its interest in
Cedar Lake and Lehighton in the same manner ("Undeveloped
Property"). The closing under any sale may be as early as the Sale
Hearing but no later than Jan. 31, 2018.
The Debtor is only selling its member or partnership interest in
the listed entities comprising the definition of "Property" in the
Motion. It will file a Plan setting forth the manner and amount of
the distribution of the sale proceeds to its creditors. The Debtor
avers the contemplated auction provides the best-case scenario for
a payment to its unsecured creditors.
The Debtor proposes to sell the Property subject to higher and
better offers at an open auction to be held under the auspices the
Bankruptcy Court on Jan. 17, 2018. Accordingly, it asks authority
to continue to market the Property and solicit bids pursuant to the
Bidding Procedures in order to entertain higher and better offers
and confirm the highest and best offer at the Sale Hearing.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. 11, 2018 at 5:00 p.m.
b. Deposit: 10% of any bid
c. To the extent a party wishes to bid for all of the
Property, the minimum bid for the Property will be $2,500,000 and,
to the extent there are additional bids for the Property, any
additional bid increments will be in multiples ofno less than
$50,000.
d. To the extent a party wishes to bid for the Debtor's
interest in units 2A, 2B, 3 and 4 of the Cedar Hill Shopping
Center, the minimum bid is $500,000 and, to the extent there are
additional bids for the Cedar Hill Shopping Center, any additional
bid increments will be in multiples of no less than $50,000.
e. To the extent a party wishes to bid for the Debtor's
interest in the Hillcrest Shopping Center, the minimum bid is
$500,000 and, to the extent there are additional bids for the
Hillcrest Shopping Center, any additional bid increments will be in
multiples of no less than $50,000.
f. To the extent a party wishes to bid for the Debtor's
interest in Towamencin Corporate Center, the minimum bid is
$500,000 and, to the extent there are additional bids for the
Towamencin Corporate Center, any additional bid increments will be
in multiples of no less than $50,000.
g. To the extent a party wishes to bid for the Debtor's
interest in the Mount Laurel Corporate Center, the minimum bid is
$500,000 and, to the extent there are additional bids for the Mount
Laurel Corporate Center, any additional bid increments will be in
multiples of no less than $50,000.
h. To the extent a party wishes to bid for the Debtor's
interest in the Gwynedd Corporate Center, the minimum bid is
$500,000 and, to the extent there are additional bids for the
Gywnedd Center, any additional bid increments will be in multiples
of no less than $50,000.
i. There will be no minimum bid for the Debtor's interest in
Lehighton and, to the extent there are multiple bids, any
additional bid increments will be in multiples of no less than
$5,000.
j. There will be no minimum bid for the Debtor's interest in
Cedar Lake and, to the extent there are multiple bids, any
additional bid increments will be in multiples of no less than
$5,000.
k. There will be no minimum bid for the Debtor's interest in
Unit 5 of the Cedar Hill Shopping Center and, to the extent there
are multiple bids, any additional bid increments will be in
multiples of no less than $5,000.
l. Bids may be made for the Property or the Debtor's interests
in individual assets as long as the bid meets the standards
outlined in the bidding procedures to be deemed a Qualified Bid. A
bidder may also make a bid to acquire the underlying real estate in
VSC-5, LLC, VSC-EE, LLC or MVI Spectrum Partners, LLC.
m. No bidder is required to submit a bid in the same format as
any other bidder. This proposed process is designed to encourage
bidders to make the best offer possible without restricting such
bidder to another bidder's format.
n. The Property or any single asset component of the Property
is being conveyed "as is."
o. The Closing may occur as early as the day of the Sale
Hearing and must occur no later than Jan. 31, 201
A copy of the proposed Bidding Procedures Order attached to the
Motion is available for free at:
http://bankrupt.com/misc/Spectrum_Alliance_214_Sales.pdf
The Debtor has set forth and will demonstrate at the hearing on the
Motion, the potential harm of any delay. It asks a waiver of the
stay as provided under Rule 6004(b) to allow for a closing within
the14-day period referenced in Rule 6004(h).
The Debtor therefore asks the Auction be held within 10 days of the
filing of the Motion (Jan. 17, 2018) with a bid deadline of 5:00
p.m. on Jan. 11, 2018. It asks a sale hearing on Jan. 18, 2018
with Closing to occur Jan. 31, 2018. Its DIP Loan matures in
mid-February 2018 and, absent a sale of the Property, either in to
or piecemeal, there are insufficient funds available in its estate
to repay the DIP Loan. The Debtor and each of the Committees
support the request for an expedited Auction and Sale Hearing.
About Spectrum Alliance LP
Formed in 2001, Spectrum Alliance, LP, is a private, open-ended
investment firm comprising both stabilized and developmental real
estate assets located in New Jersey, Pennsylvania, and Delaware.
It focuses on two property types: Class A suburban office and
suburban retail. Spectrum is a Pennsylvania limited partnership,
with each of its properties separately owned by a limited
liability
company or limited partnership in accordance with institutional
financing requirements. Ownership interests in the company are
structured as limited partnership interests, denominated in
"Units."
Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 17-14250) on June 20, 2017. James R. Wrigley, its
president, signed the petition. At the time of the filing, the
Debtor estimated its assets and debt at $50 million to $100
million.
Judge Jean K. FitzSimon presides over the case.
Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., is the
Debtor's bankruptcy counsel. The Debtor is the Debtor's Migelouche
LLC financial advisor.
The Office of the U.S. Trustee has appointed an official committee
of unsecured creditors. The Creditors Committee retained Duane
Morris LLP as counsel.
The U.S. Trustee has appointed an Official Committee of Equity
Security Holders, which has engaged Murphy & King as its counsel.
On Aug. 4, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
Commencing in September 2016, the Debtor retained Griffin Financial
Group, LLC, to assist with a refinancing or sale of its assets.
SPORTS ZONE: Taps McNamee Hosea as Legal Counsel
------------------------------------------------
The Sports Zone, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to hire McNamee, Hosea, Jernigan, Kim,
Greenan & Lynch, P.A. as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist in the preparation of a
bankruptcy plan; and provide other legal services related to their
Chapter 11 cases.
Janet Nesse, Esq., and Justin Fasano, Esq., the attorneys who will
be handling the cases, charge $500 per hour and $325 per hour,
respectively. McNamee Hosea received a retainer in the sum of
$31,717.
Ms. Nesse disclosed in a court filing that she and other members
and associates of the firm do not represent any interest adverse to
the Debtors or their estates.
The firm can be reached through:
Janet M. Nesse, Esq.
Craig M. Palik, Esq.
Justin P. Fasano, Esq.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Phone: (301) 441-2420
Fax: (301) 982-9450
Email: jnesse@mhlawyers.com
Email: jfasano@mhlawyers.com
About The Sports Zone Inc.
The Sports Zone, Inc. -- https://sportszoneelite.com/ -- operates
retail stores in Washington, Maryland, and Virginia selling
footwear, apparel and accessories. Based in Beltsville, Maryland,
the company offers brands like Adidas, New Balance, and The North
Face. It is 100% owned by Michael Syag.
The Sports Zone, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 17-26758) on December 15,
2017. Michael Dahan, its chief executive officer, signed the
petition.
On December 21, 2017, Sports Zone's subsidiaries The Zone 220 LLC
(Case No. 17-26998), Sports Zone of Hechinger LLC (Case No.
17-27001), The Zone 450 LLC (Case No. 17-27003), The Zone 600 LLC
(Case No. 17-27005), The Zone 620 LLC (Case No. 17-27006), Zone of
DC USA LLC (Case No. 17-27007), The Zone 700 LLC (Case No.
17-27008), The Zone 870 LLC (Case No. 17-27009), and The Zone 999
LLC (Case No. 17-27010) filed for Chapter 11 protection.
At the time of the filing, Sports Zone disclosed that it had
estimated assets of less than $1 million and liabilities of $1
million to $10 million.
The Hon. Thomas J. Catliota is the case judge.
SUNSET PARTNERS: Cash Collateral Hearing Continued to Jan. 4
------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts has entered an Order authorizing the
Chapter 11 Trustee for the bankruptcy estate of Sunset Partners,
Inc.'s and Bema Restaurant Corporation to use cash collateral on an
interim basis through the continued hearing which will be held on
Jan. 4, 2018 at 11:00 a.m.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/mab17-12178-177.pdf
About Sunset Partners Inc.
Sunset Partners, Inc., is a Massachusetts corporation that owns and
operates two Boston area restaurants: the Sunset Grill & Tap
located at 130 Brighton Avenue, Allston, MA; and, the Sunset
Cantina located at 916 Commonwealth Avenue, Brookline, MA.
Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a
Massachusetts corporation that owns and operates a Boston area
restaurant called Patrons, which is located at 138 Brighton Avenue,
Allston, Massachusetts.
Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05
million in total assets and $5.67 million in total liabilities.
Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million
in assets and $4.45 million in liabilities. Marc Berkowitz,
president, signed the petitions.
The cases are jointly administered and assigned to Judge Joan N.
Feeney.
David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at
Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors.
Verdolino & Lowey, P.C., served as the Debtors' accountant.
On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11
trustee to the Debtors. The Trustee retained Casner & Edwards LLP
as counsel.
TADD WHOLESALE: Cash Collateral Hearing Reset to Jan. 9
-------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized TADD Wholesale Supply, LLC,
to use its cash collateral for the purpose of meeting its ongoing
operating expenses pursuant to the budget.
The Debtor's Motion will be reset for a further hearing on Jan. 9,
2018 at 9:00 a.m.
Pending further hearing on the issues raised in Amazon Fulfillment
Services, Inc.'s objection to the Debtor's Expedited Motion for Use
of Cash Collateral, the Debtor is permitted to access cash
collateral on a limited basis, subject to the following terms and
conditions:
(1) The Debtor is authorized to use its cash collateral in
order to continue in its ordinary course of business selling
overstock and liquidation items on its website from its existing
inventory.
(2) The Debtor will continue make its inventory immediately
available for inspection by Amazon.
(3) Upon Amazon's request, the Debtor will make its management
personnel available, within reasonable notice, to answer questions
raised by Amazon about the ongoing day to day operations of the
business.
(4) The Debtor will continue to provide upon request an
accounting of all inventory currently in Tadd's possession as of
December 19, 2017.
(5) Upon Amazon's request, the Debtor will produce true and
correct copies of any other documents related to the administration
of Tadd's business related to the Amazon inventory to Amazon.
(6) Debtor will file an Application to Employ Gary M. Murphey
and Resurgence Financial Services, LLC as Chief Restructuring
Officer.
A full-text copy of the Interim Order is available at:
http://bankrupt.com/misc/tnmb17-07799-33.pdf
Attorney for Amazon Fulfillment Services:
David W. Houston, IV, Esq.
Burr & Forman, LLP
511 Union Street, Suite 2300
Nashville, TN 37219
Phone: 615-724-3215
Fax: 615-724-3315
E-mail: dhouston@burr.com
About TADD Wholesale Supply
TADD Wholesale Supply LLC --
http://stores.ebay.com/Tadd-Wholesale-Supply-- offers a variety of
products on eBay by allowing its customers to determine the price
by using the auction format. The company has completed more than 1
million individual eBay listings in its career. TADD Wholesale
lists more than 500 auctions seven days a week, 365 days a year.
The company's gross revenue amounted to $12.76 million in 2016 and
$11.75 million in 2015.
TADD Wholesale Supply sought Chapter 11 protection (Bankr. M.D.
Tenn. Case No. 17-07799) on Nov. 15, 2017. Amber DeShon, its chief
manager, signed the petition. At the time of filing, the Debtor
disclosed $2.77 million in total assets and $2.67 million in total
liabilities.
The case is assigned to Judge Marian F Harrison.
Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, is the
Debtor's counsel. Gary M. Murphey of Resurgence Financial
Services, LLC, is the chief restructuring officer.
TOP TIER SITE: January 24 Continued Cash Collateral Hearing
-----------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Top Tier Site Development, Corp. to use
cash collateral on an interim basis through the continued hearing
which will be held on January 24, 2018 at 10:00 a.m.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/mab17-14107-37.pdf
About Top Tier Site Development Corp.
Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a
full-service contracting company in Lakeville, Massachusetts, with
a focus on wireless communication, commercial and residential
construction.
Top Tier Site Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on Nov. 2,
2017. Robert Santoro, its president, signed the petition.
At the time of the filing, the Debtor disclosed $1.96 million in
assets and $5.41 million in liabilities.
Judge Joan N. Feeney presides over the case.
James P. Ehrhard, Esq., of Ehrhard & Associates, P.C., is the
Debtor's legal counsel. The Debtor hired Baker, Braverman &
Barbadoro, P.C., as its special counsel.
UPPER PADRE: Hires Keen-Summit Capital as Real Estate Broker
------------------------------------------------------------
Dawn Ragan, the Chapter 11 Trustee of Upper Padre Partners, L.P.,
seeks authority from the U.S. Bankruptcy Court for the Western
District of Texas to retain Keen-Summit Capital Partners LLC as
real estate broker for the purpose of marketing and selling the
Debtor's real property.
Services to be rendered by Keen-Summit are:
a. on request, review pertinent documents and will consult
with Chapter 11 Trustee's counsel, as appropriate;
b. coordinate with Chapter 11 Trustee the development of due
diligence materials;
c. develop, subject to Chapter 11 Trustee's review and
approval, a marketing plan and implement each facet of the
marketing plan;
d. communicate regularly with prospects and maintain records
of communications;
e. solicit offers for a transaction;
f. assist Chapter 11 Trustee in evaluating, structuring,
negotiating and implementing the terms and conditions of a proposed
transaction;
g. develop and implement, subject to Chapter 11 Trustee's
review and approval, an auction plan, including arranging auction
logistics, assisting Chapter 11 Trustee's counsel with auction bid
procedures, assisting the Trustee to qualify bidders, and running
the auction at the offices of Husch Blackwell LLP or such other
location that may be designated by the Chapter 11 Trustee;
h. communicate regularly with Chapter 11 Trustee and her
professional advisors in connection with the status of her efforts;
and
i. work with Chapter 11 Trustee's attorneys responsible for
the implementation of the proposed Transactions, reviewing
documents, negotiating and assisting in resolving problems which
may arise.
j. communicate and cooperate with such entities as may be
retained by the Chapter 11 Trustee to market the Debtor's
Property.
Keen-Summit Capital Partners LLC will be paid a $50,000 advisory
fee, set off in full against earned and paid transaction fees, and
a transaction fee of 3.5% of the first $20,000,000 of any sale
proceeds, 4% of the incremental amount of sales proceeds above
$20,000,001 to $30,000,000, and 4.5% of the incremental amount of
sales proceeds above $30,000,001 from the sale of the Debtor's
Property.
Matthew Bordwin of Keen-Summit Capital Partners LLC, attests that
his firm does not represent an interest adverse to the Debtor or
its Bankruptcy Estate; and Keen-Summit is disinterested within the
meaning of Section 101(14) of the Bankruptcy Code.
The broker can be reached through:
Matthew Bordwin
Keen-Summit Capital Partners LLC
1 Huntington Quadrangle, Suite 2C04
Melville, NY 11747
Tel: (646) 381-9202
Email: mbordwin@keen-summit.com
About Upper Padre Partners, L.P.
Creditors of New Braunfels, Texas-based Upper Padre Partners, LP
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-51045) on
May 1, 2017. Alleged creditors who signed the petition are
Schlitterbahn NP Water Resort Management, LLC and Waterpark
Management, Inc.
The Hon. Craig A. Gargotta presides over the case. The Debtor is
represented by Thomas Rice, Esq. at Pulman Cappuccio Pullen Benson
& Jones as counsel. The Law Offices of Ray Battaglia, PLLC, as
special counsel.
Dawn Ragan has been appointed as chapter 11 trustee.
VERIFYME INC: Negative Cash Flow Raises Going Concern Doubt
-----------------------------------------------------------
VerifyMe, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $384,983 on $392 of total net revenue for the three
months ended September 30, 2017, compared with a net loss of
$1,772,901 on $nil of total net revenue for the same period in
2016.
At September 30, 2017, the Company had total assets of $1,032,822,
total liabilities of $1,001,161, and a $31,661 in total
stockholders' equity.
The Company has incurred significant losses and experienced
negative cash flow from operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
The Company does not believe that its existing cash resources will
be sufficient to sustain operations during the next twelve months.
The Company currently needs to generate revenue in order to sustain
its operations. In the event that the Company cannot generate
sufficient revenue to sustain its operations, the Company will need
to reduce expenses or obtain financing through the sale of debt
and/or equity securities. The issuance of additional equity would
result in dilution to existing stockholders. If the Company is
unable to obtain additional funds when they are needed or if such
funds cannot be obtained on terms acceptable to the Company, the
Company may be unable to execute upon the business plan or pay
costs and expenses as they are incurred, which could have a
material adverse effect on the business, financial condition and
results of operations.
If sufficient revenues are not generated to sustain operations or
additional funding cannot be obtained in the short term, the
Company will need to reduce monthly expenditures to a level that
will enable the Company to continue until such funds can be
obtained.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/zlaOwr
About VerifyMe
VerifyMe, Inc., formerly LaserLock Technologies, Inc., operates in
the anti-counterfeiting industry. The Company offers security
solutions for identification and authentication of people, products
and packaging in a range of applications in the security field for
both digital and physical transactions. Its products are used to
manage and issue secure credentials, including national
identifications, passports, driver licenses and access control
credentials, as well as authentication security software to secure
physical and logical access to facilities, computer networks,
Internet sites and mobile applications.
VESCO CONSULTING: Wants to Continue Using Cash Collateral
---------------------------------------------------------
VESCO Consulting Services, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Colorado for its continued use
of cash collateral in which Points West Community Bank and Colorado
Department of Revenue ("CDOR") claim an interest.
On Jan. 13, 2017, the Court entered an amended order (i)
authorizing the Debtor's use of cash collateral through June 30,
2017 pursuant to a budget; (ii) granted Points West Community Bank
adequate protection via a replacement lien, maintenance of adequate
insurance, access to reports and other information, commitment to
pay post-petition taxes, keeping the collateral in good repair, and
re-commencing monthly loan payments; and (iii) granted Colorado
Department of Revenue ("CDOR") adequate protection via various
payments and commitment to, post-petition, timely file tax returns
and pay taxes.
On June 14, 2017, the Debtor filed its Stipulated Motion, whereby
the Debtor sought, among other things, Court-approval to continue
to use cash collateral through December 31, 2017. On June 29, 2017,
the Court granted this motion.
On Nov. 1, 2017, and Dec. 14, 2017, the Debtor filed its initial
and amended plan documents. The Debtor hopes these will result in
it exiting bankruptcy within the first few months of 2018. As such,
the Debtor requests continued permission to use cash collateral
while it hopefully wraps up this case.
The Debtor plans to continue operation of its business throughout
the chapter 11 case. In order to pay necessary operating expenses,
the Debtor must continue to use cash collateral. As such, the
Debtor seeks authority to continue to use of cash collateral and
provide adequate protection to Points West and CDOR as set forth in
the CC Order, as supplemented by (i) the two-month period
commencing January 1, 2018 pursuant to the budget; and (ii) the
Motion to Amend and Order on same.
The Debtor proposes to meet the Budget subject to the ability to
deviate from it by up to 15% per line item, per month. The Budget
reflects a conservative analysis of the Debtor’s income and
expenses over the projected periods from January 2018 – February
2018. Cash Collateral Budget provides total expenses $497,798.44.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/cob16-21351-247.pdf
About VESCO Consulting Services
VESCO Consulting Services, LLC, leases properties to mine
construction aggregates (sand and gravel) and sells and delivers
the material to its customers, which are typically concrete and
asphalt producers as well as oil and gas construction companies.
The Debtor also engages in trucking activities, construction,
custom crushing, and mine reclamation.
VESCO sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 16-21351) on Nov. 19, 2016. The petition
was signed by Michael Miller, president. At the time of the
filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.
The case is assigned to Judge Elizabeth E. Brown.
The Debtor is represented by Kevin S. Neiman, Esq., at the Law
Offices of Kevin S. Neiman, PC.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
W & W LLC: Bankruptcy Administrator Wants Plan Outline Modified
---------------------------------------------------------------
J. Thomas Corbett, United States Bankruptcy Administrator for the
Northern District of Alabama, filed an objection to W & W, LLC's
disclosure statement filed on Nov. 20, 2017.
The BA contends that the disclosure statement does not have
adequate information as required by the Bankruptcy Code and should
be modified as follows:
1. The Debtor relies strictly on income from lease payments. The
disclosure statement should specifically explain the terms of each
underlying lease.
2. The disclosure statement, plan and exhibits will need to be
amended to reflect the amendment to Claim 1-1 filed by the IRS
(Claim 1-2).
3. The amount of Claim 4-1 of Wells Fargo is incorrect
throughout the disclosure statement and plan.
4. DS Exhibit "C-1" reflects the incorrect claim number for
Wells Fargo, the incorrect Plan Payment for Compass Bank, and the
total of all Plan Payments is incorrect.
5. DS Exhibit "E" reflects incorrect claim numbers.
A full-text copy of the BA's Objection is available at:
http://bankrupt.com/misc/alnb17-40906-11-113.pdf
The Troubled Company Reporter previously reported that unsecured
claimholders will be paid its pro rata share of $10 per month until
paid in full with no interest.
U.S. Bankruptcy Administrator:
Robert J. Landry, III
Assistant U.S. Bankruptcy Administrator
Bar ID No. ASB-3091-L55R
Northern District of Alabama
1129 Noble Street, Room 117
Anniston, Alabama 36201
(256) 741-1540
About W & W, L.L.C.
W & W, L.L.C., owns and operates certain medical office facilities
and related property located at 620 Quintard Drive, 650 Quintard
Drive, and 620 Monger Street, in Oxford, Calhoun County, Alabama.
W & W's primary business is leasing space in the Facility to health
care related businesses.
W & W, L.L.C., filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-40906) on May 15,
2017. The Debtor estimated less than $1 million in both assets and
liabilities.
Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC, is
serving as counsel to the Debtor.
WEATHERFORD INTERNATIONAL: Sells Hydraulic Fracturing Business
--------------------------------------------------------------
Weatherford International plc has sold its U.S. pressure pumping
and pump-down perforating assets to a subsidiary of Schlumberger
Limited for $430 million in cash.
The parties agreed to revised deal terms that reflect an asset
sale, as compared to the previously announced OneStimSM joint
venture. As part of this transaction, Schlumberger will take
ownership of Weatherford's U.S. pressure pumping and pump-down
perforating related facilities and supplier and customer contracts.
Additionally, approximately 100 Weatherford employees associated
with the pressure pumping and pump-down perforating businesses will
transfer to Schlumberger. Weatherford will retain the entirety of
its leading multistage completions portfolio, manufacturing
capability and supply chain and will continue to participate in the
growing completions markets in both Canada and the U.S. as well as
globally.
Weatherford will use the proceeds from the sale to reduce
outstanding indebtedness.
"The closing of this transaction represents another step on our
path toward building a solid and strong company and unlocking the
potential that exists within Weatherford," stated Mark A. McCollum,
president and chief executive officer of Weatherford. "Although not
as originally anticipated, this transaction delivers cash proceeds
that enable our Company to begin the deleveraging process and,
coupled with our transformation plans, will lead to a leaner
organization with lower debt and significantly higher profit
margins. In addition, retaining 100 percent of our leading
land-based multistage Completions business allows for significant
upside potential for Weatherford."
About Weatherford
Weatherford International plc (NYSE: WFT), an Irish public limited
company and Swiss tax resident -- http://www.weatherford.com/-- is
a multinational oilfield service company. Weatherford provides
equipment and services used in the drilling, evaluation,
completion, production and intervention of oil and natural gas
wells. The Company operates in over 90 countries and has a network
of approximately 860 locations, including manufacturing, service,
research and development, and training facilities and employs
approximately 29,500 people.
Weatherford reported a net loss attributable to the Company of
$3.39 billion on $5.74 billion of total revenues in 2016, compared
to a net loss attributable to the Company of $1.98 billion on $9.43
billion of total revenues in 2015. As of Sept. 30, 2017,
Weatherford International had $12.01 billion in total assets,
$10.62 billion in total liabilities and $1.38 billion in total
shareholders' equity.
* * *
As reported by the TCR on Nov. 20, 2017, Fitch Ratings affirmed
Weatherford and its subsidiaries' Long-Term Issuer Default Ratings
(IDR) and senior unsecured ratings at 'CCC'. WFT's 'CCC' rating
reflects exposure to the oilfield services sector and a stressed
balance sheet. Fitch expects an extended down-cycle and delayed
recovery from Fitch initial sector recovery expectations due to low
to range-bound oil and gas prices.
WINGS & THINGS: Limited Cash Flow Casts Going Concern Doubt
-----------------------------------------------------------
Wings & Things Inc. filed its quarterly report on Form 10-Q,
disclosing a net income of $511,129 on $4,178,192 of revenues for
the three months ended September 30, 2017, compared with a net
income of $143,252 on $3,735,793 of revenues for the same period in
2016.
At September 30, 2017, the Company had total assets of $8.77
million, total liabilities of $6.10 million, and a $2.67 million in
total stockholders' equity.
The Company has an accumulated deficit of $184,886 and $1,112,318
as of September 30, 2017 and December 31, 2016, respectively.
There was net cash used in operating activities of $345,863 for the
nine months ended September 30, 2017. As the Company has limited
cash flow from operations, its ability to maintain normal
operations is dependent upon obtaining adequate cash to finance its
manufacturing processes. The Company's ability to meet its cash
requirements for the next twelve months largely depends on the
related-party loans from a major shareholder and the continued
renewal of short-term bank loans. These factors 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/KyUWta
About Wings & Things Inc.
Wings & Things Inc. is a holding company without significant
business operations, other than holding of equity interests in its
subsidiaries and variable interest entities. The Company's
operating variable interest entity, Liaoning Yixing Silk Company
Limited ("Yixing Silk"), operates in the natural raw silk industry.
YIELD10 BIOSCIENCE: Birchview Fund Has 2.2% Stake as of Dec. 29
---------------------------------------------------------------
Birchview Fund, LLC, beneficially owned 186,079 shares of common
stock of Yield10 Bioscience, representing approximately 2.2% of the
shares of the Common Stock of the Issuer outstanding as of Dec. 29,
2017, according to a Schedule 13D/A filed with the Securities and
Exchange Commission. The aggregate percentage of shares of Common
Stock reported owned by the Fund is based upon 8,661,379 shares of
Common Stock outstanding.
On Dec. 19, 2017, Yield10 Bioscience entered into an underwriting
agreement with Ladenburg Thalmann & Co. Inc., pursuant to which the
Issuer agreed to issue and sell, in a registered public offering by
the Issuer, 3,828,000 Class A Units, with each Class A Unit
consisting of one share of the Company's common stock, par value
$0.01 per share, a warrant to purchase one share of Common Stock,
exercisable at a price of $2.25 for a five year period, and a
warrant to purchase 0.5 of one share of Common Stock, exercisable
at a price of $2.25 for a nine month period, with each Class A Unit
to be offered to the public at an offering price of $2.25 per Class
A Unit. In the Public Offering, the Fund purchased 44,444 shares
of Common Stock, 44,444 Series A Warrants and 22,222 Series B
Warrants, for an aggregate purchase price of $100,000.
Birchview Capital, LP, Birchview Capital GP, LLC, and Birchview
Partners, LLC also reported beneficial ownership of 350,536 shares
of common stock of Yield10 Bioscience, constituting 4.1 percent of
the shares outstanding.
As of Dec. 29, 2017, Matthew Strobeck is deemed to beneficially own
352,713 shares of Common Stock, representing approximately 4.1% of
the shares of the Common Stock of the Issuer outstanding, which
includes the Fund Shares and 166,634 shares of Common Stock
beneficially owned by Mr. Strobeck.
A full-text copy of the regulatory filing is available at:
https://is.gd/UOENEK
About Yield10 Bioscience
Yield10 Bioscience, Inc. -- http://www.yield10bio.com/-- develops
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.
YOSI SAMRA: Exclusive Plan Filing Deadline Moved to Feb. 20
-----------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has extended the periods wherein Yosi
Samra, Inc., can exclusively file a plan of reorganization and
solicit acceptance for that Plan through and including Feb. 20 and
April 18, 2018, respectively.
As reported by the Troubled Company Reporter on Dec. 20, 2017, the
Debtor, on consent of the Official Committee of Unsecured
Creditors, asked the Court for a 45-day extension of the period
under which the Debtor would have the exclusive right to file a
plan, as well as the exclusive period to solicit acceptances of the
plan, through Feb. 19, 2018, and April 18, 2018, respectively. The
Debtor said that it has spent the early part of the bankruptcy case
stabilizing its business through negotiations with its warehouse
(Seko) and DIP lender (Sallyport). However, these negotiations
have taken longer than expected. Simultaneously, the Debtor has
also changed financial advisors and, as a result, the filing of
monthly operating reports has been delayed. The Debtor, however,
was able to obtain a final order approving DIP financing from
Sallyport, and this final order was entered on Dec. 7, 2017. The
Debtor also anticipates filing its October operating report within
the week.
About Yosi Samra Inc.
Yosi Samra Inc. -- https://www.yosisamra.com/ -- sells designer
brand footwear for women and kids famous for its fold-up ballet
flats. Yosi Samra's runway-inspired styles have been featured in
Vogue, InStyle and Glamour Magazines and spotted on some of
fashion's most trend-setting celebrities, including Sarah Jessica
Parker, Anne Hathaway, and Halle Berry. The Yosi Samra brand is
available in more than 1,000 boutiques across the U.S. and in 85
other countries, including 15 brand shops in Asia and The Middle
East.
Yosi Samra Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-12493) on Sept. 5, 2017, disclosing $1.5 million in assets,
and $6.28 million in liabilities as of Sept. 5, 2017. The petition
was signed by Larry Reines, its president.
Ballon Stoll Bader & Nadler P.C., in New York, serves as counsel to
the Debtor. Savvy Fare, LLC serves as the new accountant to the
Debtor, replacing Danziger & Company, the Debtor's previous
accountant.
On Sept. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee hired
Sullivan & Worcester LLP as its legal counsel.
*********
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. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***