/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180412.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 12, 2018, Vol. 22, No. 101 Headlines 20 MK: Far Rockaway Property Up for Foreclosure Auction on May 11 417 LACKAWANNA: SDO Fund II Opposes Approval of Plan Outline AEON GLOBAL: Grants 81,448 Stock Units to CEO and Other Employees AIRXCEL INC: S&P Affirms 'B' Rating on L Catterton Deal ALTAMONT WINDS: Bids for Membership Interests Due April 20 BEAR STEARNS 2007-TOP26: 400 East Market Street Loan Sold at Loss BLINK CHARGING: Delays Filing of 2017 Annual Report BON-TON STORES: Bid to Pay Potential Buyers' Work Fee Denied BOWMAN DAIRY: Harvest Land Opposes Approval of Plan Outline CALDEL HOLDINGS: Case Summary & Unsecured Creditor CARTER REESE: Strickers Buying Sinking Spring Property for $900K CARVER BANCORP: Appoints Robert Mooney to Board of Directors CARVER BANCORP: Appoints Sophia Haliotis as Chief Credit Officer CHINA COMMERCIAL: Expects Net Loss of $12 Million for 2017 CHRYSLER LLC: Ct. Junks Punitive Damage Claim in D. Dearden Suit CIT GROUP: DBRS Confirms 'BB' LT Issuer Rating, Trend Positive CYTOSORBENTS CORP: Refinances Existing Debt with New $15M Debt D'BEST BEVERAGES: Case Summary & 20 Largest Unsecured Creditors DEMERX INC: Case Summary & 20 Largest Unsecured Creditors DESIGNED TO MOVE: April 12 Hearing on Employment of Auctioneer DESIGNED TO MOVE: Hires Paine Auctioneers to Liquidate Inventory DIAMOND BRITE: Plan Outline Okayed, Plan Hearing on May 2 DIFFUSION PHARMACEUTICALS: Lowers 2017 Net Loss to $2.61 Million DOLPHIN ENTERTAINMENT: Needs More Time to File its Form 10-K EASTGATE PROFESSIONAL: Disclosure Statement Hearing Set for May 1 EMMAUS LIFE: Delays Filing of Annual Report EMMAUS LIFE: Repurchases Shares from Sarissa for $7.5 Million EMMAUS LIFE: Sarissa Now Owns 1.4% After Repurchase Transaction ENSONO LP: S&P Assigns 'B-' Corp Credit Rating, Outlook Positive EPIC CHURCH: U.S. Trustee Unable to Appoint Committee ETTORE'S BAKERY: Seeks Chapter 11 Protection FEDERAL-MOGUL: S&P Places 'B-' on Watch Positive Amid Tenneco Deal FENIX PARTS: Massachusetts Financial No Longer a Shareholder FERRO CORP: S&P Rates New Sec. Credit Facility & Term Loans 'BB-' FOREVERGREEN WORLDWIDE: Delays Filing of 2017 Annual Report FRASER'S BOILER: Voluntary Chapter 11 Case Summary FREDDIE MAC: Christopher Herbert Elected to Board of Directors FRONTIER COMMUNICATIONS: Egan-Jones Cuts Comm. Paper Ratings to C FTE NETWORKS: Reports Second Half 2017 Preliminary Results FTE NETWORKS: Seeks Extension of Form 10-K Filing Deadline GELTECH SOLUTIONS: Provides Business Update to Shareholders GEM HOSPITALITY: Judge Won't Appoint Case Trustee, Urges Talks GREENTECH AUTOMOTIVE: Hires Crowell & Moring as Bankruptcy Counsel GREENTECH AUTOMOTIVE: Hires Hirschler Fleischer as Local Counsel GRESHAM & GRAHAM: Disclosure Statement Hearing Set for May 1 HELIOS AND MATHESON: Expects $153 Million Loss for 2017 HEXION INC: Parent OKs 2018 Annual Incentive Plan for Employees HIGHLINE AFTERMARKET: S&P Assigns 'B' CCR on South Win Acquisition HILTON DOMESTIC: S&P Rates New $500MM Senior Unsecured Notes 'BB+' HOLY TRINITY BAPTIST: Queens Property Up for May 11 Auction HOPEWELL RISK: Taps Lucas, Tucker, PC, CPAs, as Accountant HOUSTON AMERICAN: Lee Tawes Retires as Director HTW LLC: Has $460K Offer for Reisterstown and Finksburg Properties IHEARTCOMMUNICATIONS INC: Delays Filing of 2017 Annual Report INDIANA HOTEL: Voluntary Chapter 11 Case Summary INGERSOLL FINANCIAL: U.S. Trustee Unable to Appoint Committee INNERSCOPE HEARING: Delays 2017 Annual Report JOHN RITTER: District Court Dismisses Karayan Trustee's Suit JOHNNY CHIMPO: Hires Bay Area Auction Services as Auctioneer JOSEPH MAURIO: $200K Sale of Annandale Property to Park Approved KIMZEY CASING: Court Allows Premium Administrative Expense Claim L R & T INC: Hires W. Thomas Bible, Jr., Law as Attorney LECTRUS CORP: $1.6M Sale of Houston Assets to HD & MSI Approved LECTRUS CORP: HD & MSI Buying Houston Assets for $1.6M Credit Bid LEHMAN BROTHERS: Trustee's RMBS Allowed Claims Estimated at $2.38B LEXMARK INTERNATIONAL: S&P Lowers CCR to 'B-', Outlook Negative LM WASTE SERVICE: Bankr. Court Abstains from Suit vs. Isabella M2 SYSTEMS: U.S. Trustee Unable to Appoint Committee MAMMOITAL INC: Case Summary & 20 Largest Unsecured Creditors MANHATTAN JEEP: Hires Aboyoun, Heller & Dobbs as Special Counsel MARINA BIOTECH: Delays Form 10-K Filing MARK A. WITASCHEK: Bankr. Court Rejects Bid to Reopen Ch. 11 Case MARRONE BIO: Incurs $30.9 Million Net Loss in 2017 MEMCO INC: Case Summary & 20 Largest Unsecured Creditors MSAT 2005-RR4: 263 Highland Tech Center Borrower Seeks Refinancing N.Y. DIMPLE: Case Summary & 2 Unsecured Creditors NEIMAN MARCUS: Adam Orvos Joins as Chief Financial Officer PACIFIC THOMAS: 9th Cir. Allows Ch. 11 Trustee Avoidable Transfers PACIFIC THOMAS: 9th Cir. Vacates 2005 PTV Lease Turnover Order PARADIGM EVERGREEN: Court Withdraws Trystone Bid for Stay Relief PATRIOT NATIONAL: Severed from Karen Rigsby Lawsuit PEN INC: Unit Inks Fourth Amendment to MBank Loan Agreement PENN VIRGINIA: Dist. Ct. Affirms Ruling Dismissing R. Koropey Suit PFS HOLDING: S&P Lowers CCR to 'CCC-' on Increased Default Risk PURADYN FILTER: Delays 2017 Form 10-K Filing QUEST SOLUTION: Delays 2017 Annual Report QUIMERA RESTAURANT: Case Summary & 15 Largest Unsecured Creditors RARE ELEMENTS: Court Dismisses Chapter 11 Bankruptcy Filing RAY ROGERS: $325K Private Sale of Equipment to Click Approved REMINGTON OUTDOOR: U.S. Trustee Forms 5-Member Committee REX ENERGY: Delays Annual Report Amid Restructuring REX ENERGY: Obtains Forbearance from Lenders Through April 16 RICHARD OSBORNE: $900K Sale of Mentor Commercial Property Approved ROBERT VERCHOTA: $1.9M Sale of Las Vegas Property Approved ROCKY MOUNTAIN: Incurs $5.5 Million Net Loss in Six Months RONALD WOODSON: April 26 Auction of Farmland and Mineral Interests ROOFTOP RESTORATION: Voluntary Chapter Case Summary SILVERSEA CRUISE: S&P Affirms 'B' Rating, Outlook Stable SWIFT STAFFING: $1.3M Sale of All Assets to Diverse Staffing Okayed TELEXFREE INC: District Court Nixes Bid to Dismiss SEC Lawsuit TENNECO INC: S&P Puts BB+ on Watch Negative on Federal Mogul Deal TEXAS E&P: Trustee's Sale of Elder Property to Miken for $25K OK'd TITAN ENERGY: Delays Filing of 2017 Annual Report TOWERSTREAM CORP: Barry Honig Reports 6.5% Stake as of April 2 TOWERSTREAM CORP: Incurs $14.4 Million Net Loss in 2017 TOYS R US: Received $1 Billion Bids for 85% Stake in Asian Unit TRANS-LUX CORP: Ryan Morris Quits as Director TREEHOUSE PRESCHOOL: U.S. Trustee Unable to Appoint Committee TRI-STATE FINANCIAL: Ruling on Bankruptcy Estate Funds Affirmed TRIONFO 888: Voluntary Chapter 11 Case Summary TWO RIVERS: Reports $12.9 Million Net Loss for 2017 VERIFONE INC: S&P Places 'BB' CCR on Watch Negative on Buyout News VERMILLION INC: Birchview Capital Has 4.1% Stake as of April 3 W W CONSTRUCTION: $48K Sale of Ranco Trailer, Kenworth Truck Okayed WHAA LLC: $1.1M Sale of Montclair Commercial Property Approved WILLIAM B. LAWTON: Billy Navarre Buying 2015 Ford F150 for $27K WISEWEAR CORP: Heritage Global Partners Appointed as Auctioneer WISEWEAR CORP: Tranzon Asset Strategies Appointed as Auctioneer WOODBRIDGE GROUP: $15M Sale of Calabasas Property Approved WOODBRIDGE GROUP: $600K Sale of Granada Hill Property Approved WOODBRIDGE GROUP: $6M Sale of Snowmass Property Approved WP CPP HOLDINGS: S&P Affirms 'B' CCR & Alters Outlook to Stable YIDNEKACHEW FANTU: $24K Sale of Interest in Habesha Restaurant OK'd ZERO ENERGY: Innovative Tilt-Up, T.L. Appointed to Committee [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 20 MK: Far Rockaway Property Up for Foreclosure Auction on May 11 ----------------------------------------------------------------- Pursuant to a judgment of foreclosure and sale entered March 8, 2018, in the case, NYCTL 2016-A TRUST AND THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND CUSTODIAN, Pltf. vs. 20 MK, LLC, et al, Defts. Index #710867/17, pending before the Queens County Supreme Court. Lisa D'Alessio, as referee, will sell at public auction at the Queens County Supreme Court, 88-11 Sutphin Blvd, Jamaica, NY, in Courtroom #25, on May 11, 2018 at 10:00 a.m. the premises known as 29-51A Far Rockaway Blvd., Far Rockaway, NY 11691 a/k/a Block 15788, Lot 121. The approximate amount of judgment is $11,607.43 plus costs and interest. Counsel to Plaintiff: THE DELLO-IACONO LAW GROUP, P.C. F/K/A THE LAW OFFICE OF JOHN D. DELLO-IACONO 105 Maxess Road, Ste. 205 Melville, NY 417 LACKAWANNA: SDO Fund II Opposes Approval of Plan Outline ------------------------------------------------------------ SDO Fund II D 32, LLC asked the U.S. Bankruptcy Court for the Middle District of Pennsylvania to deny the disclosure statement, which explains the proposed Chapter 11 plan of reorganization filed by 417 Lackawanna Avenue LLC. In a court filing, SDO, which holds a senior mortgage on Lackawanna's real property in Scranton, said the plan "does not sufficiently describe" its rights with respect to the property. According to SDO, while the plan incorporates some of the terms of its stipulation with Lackawanna, it does not sufficiently describe its rights and Lackawanna's obligations if the property is not sold by May 30. The stipulation provides that if a sale does not close by May 30, SDO would be entitled to either a deed in lieu of foreclosure or relief from the automatic stay at the creditor's option. SDO also questioned other terms of the plan, one of which provides for the assumption of certain contracts relating to the real property that a buyer may not wish to take over from Lackawanna. SDO is represented by: James W. Hennessey, Esq. Jennifer L. Maleski, Esq. Dilworth Paxson LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Phone: (215) 575-7000 Fax: (215) 575-7200 About 417 Lackawanna Avenue 417 Lackawanna Avenue LLC operates a real estate agency in Scranton, Pennsylvania. 417 Lackawanna Avenue filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 17-04686) on Nov. 13, 2017. In the petition signed by Gerard T. Donahue, president, the Debtor estimated $1 million to $10 million both in assets and liabilities. The Hon. Robert N. Opel II presides over the case. The Debtor hired John H. Doran, Esq., and Lisa M. Doran, Esq., at Doran & Doran P.C., as its bankruptcy counsel; and Kronick Kalada Berdy & Co. as its accountant. On January 31, 2018, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. AEON GLOBAL: Grants 81,448 Stock Units to CEO and Other Employees ----------------------------------------------------------------- Aeon Global Health Corp.'s Board of Directors has approved the grant of 40,724 restricted stock units to Mr. Hanif A. Roshan, the Company's chairman and chief executive officer. In addition, the Board also approved the grant of an aggregate of 40,724 restricted stock units to certain other non-executive employees of the Company. All of the restricted stock units were granted under the Company's 2011 Omnibus Equity Incentive Plan, as amended, and will vest on the one-year anniversary of the grant date. The Board determined that it was appropriate to grant the restricted stock units in consideration of an agreement by Mr. Roshan and the other non-executive employees to accept such compensation in lieu of cash payment of base salary for the five week period ending March 31, 2018. About Aeon Global Health Corp. Aeon Global Health Corp., formerly known as AuthentiDate Holding Corp, is a provider of clinically actionable medical informatics. Founded in 2011, Aeon is focused on the delivery of services that exceed federal standards for quality and industry standards for turn-around time. Operating out of a 30,000 square foot facility built to FDA standards in suburban Atlanta, the Company provides a comprehensive menu of diagnostic and laboratory-developed tests as well as interpretative data for a wide range of inherited conditions. Authentidate Holding reported a net loss of $32.07 million for the year ended June 30, 2017, compared to net income of $5.26 million for the year ended June 30, 2016. As of Dec. 31, 2017, Authentidate had $12.41 million in total assets, $8.42 million in total liabilities and $3.98 million in total shareholders' equity. The Company's independent accounting firm IsnerAmper LLP in Iselin, New Jersey, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a working capital deficit and its capital requirements have been and will continue to be significant, which raise substantial doubt about its ability to continue as a going concern. AIRXCEL INC: S&P Affirms 'B' Rating on L Catterton Deal ------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Wichita, Kan.-based Airxcel Inc. and removed it from CreditWatch with negative implications. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level and '3' recovery ratings to the company's proposed $360 million first-lien term loan due in 2025. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. "We also assigned a 'CCC+' issue-level and '6' recovery ratings to the company's proposed $120 million second-lien term loan due in 2026. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a default." S&P did not rate the proposed $60 million ABL due in 2023. The company will use the proceeds from the proposed term loans to partially fund its acquisition by financial sponsor L Catterton and repay Airxcel's existing debt. S&P expects to withdraw ratings on the company's existing senior secured notes once they are repaid following the close of the transaction. S&P said, "The 'B' corporate credit rating affirmation reflects our expectation that Airxcel's leverage will be in the low-6x area in 2018 and in the high-5x area in 2019, and EBITDA interest coverage will be in the mid-2x area through 2019. We placed the corporate credit rating on CreditWatch with negative implications on March 14, 2018, following the announcement that financial sponsor owner One Rock Capital Partners had entered into an agreement to sell Airxcel to financial sponsor L Catterton. The CreditWatch reflected the uncertainty of the capital structure. We are now affirming the corporate credit rating and removing it from CreditWatch because we believe Airxcel has sufficient capacity to accommodate the leveraging impact of the proposed debt and that Airxcel will sustain leverage below our 7x total adjusted debt to EBITDA downgrade threshold. Our rating on Airxcel incorporates the leveraging risk of its financial sponsor ownership, reflecting our belief that financial sponsors frequently extract cash or otherwise increase leverage over time. "The stable outlook reflects our expectation for continued good RV industry growth that will enable the company to modestly reduce leverage, resulting in adjusted debt to EBITDA in the low-6x area in 2018 and in the high-5x area in 2019. These measures are comfortably below our 7x downgrade threshold. "We could consider lower ratings in the event that adjusted debt to EBITDA increases above 7x or EBITDA interest coverage falls to the 2x area, likely as a result of a meaningful deterioration in operating performance, or as a result of leveraging transactions to pursue acquisitions or cash distributions to owners. "Although higher ratings are unlikely at this time given the company's financial sponsor ownership and leverage policy, we would consider a higher rating if we were confident that Airxcel and its sponsor would sustain our measure of adjusted debt to EBITDA below 5x, incorporating leveraging transactions and volatility over the economic cycle." ALTAMONT WINDS: Bids for Membership Interests Due April 20 ---------------------------------------------------------- WTG Lending LLC will sell its collateral including without limitation 100% of the membership interests in Altamont Winds LLC. The interests are to be sold as a single block to the highest bidder. Non-binding letters of intent are due by April 20, 2018. for those interested bidders that move on to "round two", binding letters of intent will be due by May 18, 2018. If necessary, any meeting(s) with final bidders to select the winning bid will occur between May 21 and 25 in the offices of Norton Rose Fulbright US LLP, located at 1301 Avenue of the Americas, New York, New York. Additionally, interested parties may obtain financial and other information with respect to the collateral by contacting, either: Chris LeWan FTI Capital Advisor LLC Tel: (303) 689-8839 E-mail: Chris.Lewand@fticonsulting.com - or - Scott Javor FTI Capital Advisor LLC Tel: (424) 237-4136 E-mail: Scott.Javor@fticonsulting.com BEAR STEARNS 2007-TOP26: 400 East Market Street Loan Sold at Loss ----------------------------------------------------------------- DBRS Limited downgraded the rating of the following class of Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26 issued by Bear Stearns Commercial Mortgage Securities Trust, Series 2007-TOP26 (the Trust): -- Class E to D (sf) from C (sf) In conjunction with this rating action, DBRS has also removed the Interest in Arrears designation on Class E. The downgrade to Class E is the result of the most recent realized loss to the Trust, which occurred with the resolution of the 400 East Market Street loan (Prospectus ID#166), which was liquidated from the Trust at a loss of $712,193 with the March 2018 remittance. The loan, which was secured by a retail property in West Chester, Pennsylvania, was transferred to special servicing in February 2017 due to maturity default. The last reported property valuation, dated April 2017, valued the property at $2.0 million, down from $3.1 million at issuance. The loan was resolved through a discounted payoff, which was reflected in the March 2018 remittance. The servicer reported proceeds of $1.5 million, with a loss severity of 35.7%. The loss wiped the remaining balance on Class F and reduced the principal balance on Class E by 1.6%. As of the March 2018 remittance, there are 16 loans remaining in the pool (current Trust balance of $326.0 million), six of which are in special servicing, with a cumulative outstanding principal balance of $141.0 million. Notes: All figures are in U.S. dollars unless otherwise noted. BLINK CHARGING: Delays Filing of 2017 Annual Report --------------------------------------------------- Blink Charging Co. disclosed in a Form 12b-25 filed with the Securities and Exchange Commission it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended Dec. 31, 2017 by the April 2, 2018 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended Dec. 31, 2017 to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. About Blink Charging Co. Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc., is a national manufacturer of public electric vehicle (EV) charging equipment, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. Car Charging reported a net loss attributable to common shareholders of $9.16 million on $3.32 million of total revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million on $3.95 million of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Blink Charging had $1.90 million in total assets, $67.79 million in total liabilities, $825,000 in Series B convertible preferred stock and a total stockholders' deficiency of $66.71 million. Marcum 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 net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BON-TON STORES: Bid to Pay Potential Buyers' Work Fee Denied ------------------------------------------------------------ Judge Mary F. Walrath of U.S. Bankruptcy Court in Delaware denied the request of The Bon-Ton Stores, Inc., to pay a $500,000 work fee to an investor group in connection with its proposed purchase of substantially all of the Debtors' assets as a going concern. According to Paul Gores, writing for the Milwaukee Journal Sentinel, Judge Walrath said Bon-Ton was not paying any other bidder's fees, and that the potential joint bid by Namdar Realty Group of Great Neck, N.Y.; Washington Prime Group, of Columbus, Ohio; and New York hedge fund DW Partners was not as far along yet as those of other bidders. "We have a potential -- not an actual -- bidder who appears to be the preferred by the debtor," Judge Walrath said of the investor group that includes the malls and hedge fund, according to the report. Judge Walrath said it looked like Bon-Ton was willing to reimburse the investor group its fees "simply to get them to make a bid," according to a recording of the April 11 court hearing. The Milwaukee Journal Sentinel noted that, asked Wednesday afternoon whether the judge's action put the investor group bid in jeopardy, Bon-Ton issued this statement: "We remain in active discussions with DW Partners and other members of the investor group to complete an asset purchase agreement as we proceed toward the court-supervised auction scheduled to be held on April 16, 2018." According to the Journal Sentinel, 14 of Bon-Ton's more than 200 stores are located in shopping centers owned by Washington Prime, and Bon-Ton stores also are tenants in some Namdar shopping centers. As reported by the Troubled Company Reporter, DW et al. said in their letter of intent that the proposed Going Concern Transaction consists of: (i) an agreement by the Investor Group to purchase substantially all of the Debtors' assets except for the Industrial Warehouse Lease Agreement dated as of March 5, 2014, for the premises known as Park 70 at West Jefferson, Enterprise Parkway, West Jefferson, Ohio, and all of Debtors' tangible and intangible assets, properties, rights and claims, to the extent owned, leased, licensed, used or held for use in or relating to the operation of the Premises; and (ii) an agreement by AM Retail to purchase the assets related to the West Jefferson, Ohio Premises through a separate agreement. The Investor Group and AM Retail will provide the Debtors, as consideration for the Purchased Assets, no less than: (i) an aggregate purchase consideration sufficient to have a minimum excess availability of 22.5% at closing; and (ii) a minimum aggregate cash payment of no less than $128,000,000 -- as Baseline Bid -- a sufficient portion of which shall be funded into an escrow account to pay fees and expenses (including professional fees) associated with the wind-down of the Debtors' estates after the Closing. The Investor Group has conditioned its willingness to proceed further with due diligence and negotiations on the Debtors' agreement to seek Court authority to pay the Investor Group a deposit of $500,000, which will be used only to pay actual, reasonable and documented third-party counsel and consulting fees and expenses. The TCR also reported that the Debtors advised the Bankruptcy Court that, with the consent of the DIP Administrative Agent and the Tranche A-1 Documentation Agent, the auction for their assets previously scheduled for April 9, 2018 at 10:00 a.m. (ET) -- and subsequently adjourned until April 10 -- has been adjourned and will commence on April 16, 2018 at 10:00 a.m. (ET). The auction will be held at the offices of counsel to the Debtors, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064. The hearing scheduled for April 13, 2018 at 10:30 a.m. (ET), to consider approval of a potential going-concern transaction, only, has been adjourned and will commence on or before April 24, subject to Court availability. The Debtors' request to pay the work fee had the support of the Official Committee of Unsecured Creditors. However, a group of holders of Bon-Ton's Second Lien Notes filed a last-minute objection to the request. "The fact that the Investor Group is, at this late stage, not even willing to proceed forward with due diligence absent payment of the 'Work Fee' speaks volumes about its lack of serious intent," the Second Lien Noteholders said. They also argued that the Debtors' Motion makes clear that the Debtors have no intention of running a fair bidding process, and are instead determined to select any potential "going concern" buyer as the "highest and best" bid, without any regard for maximizing the value of the Debtors' estates for the benefit of creditors such as the Second Lien Noteholders. The Debtors received four bids for substantially all of their assets (plus several bids for individual or groups of assets). Three of the bids for substantially all of the assets provide for liquidation. According to the Second Lien Noteholders, unlike the bids received from other parties (including the Joint Bid submitted by GA Retail, Inc., Tiger Capital Group, and WSFS on behalf of the Second Lien Noteholders), the Letter of Intent is subject to a long list of contingencies. These include completion of due diligence (which apparently has not even begun), receipt of $5 million in stalking horse protections, financing commitments from the existing DIP Lenders (including the FILO tranche) to enable the Investor Group's assumption of such obligations on existing or similar terms, no material adverse change, and a list of "Vendor Commitments" that includes contribution of new inventory, forgiveness or conditional payment of administrative expenses, and 30-day terms. "This Court will recall that, in their first-day papers and declarations and presentation, the Debtors trumpeted their ongoing marketing process (the latest reincarnation of which had begun on January 10, 2018, several weeks before the bankruptcy filing), and expressed confidence that they could maximize value by selling the Debtors as a going concern. They firmly rejected the view of the Second Lien Noteholders that liquidation would maximize value, and instead sought and obtained authority to spend tens of millions of dollars and incur additional administrative expenses in the hope that they could locate a purchaser who would validate their position," the Noteholders said. "More than two months later, the market has spoken. The only real and timely bids generated from the Debtors' lengthy marketing process call for liquidation of the assets as the path to maximize value. Indeed, it is telling that the purchase price floated under the nonbinding Letter of Intent—assumption of the DIP Loan obligations with minimum excess availability of 22.5%, plus another $128 million in cash -- is well below the purchase price offered under the Joint Bid, thus belying any suggestion that a 'going concern' solution will maximize value for the estate." The Second Lien Noteholders are funds and accounts managed or advised by these institutions: * Alden Global, LLC; * B. Riley FBR, Inc.; * Brigade Capital Management, LP; * Cetus Capital, LLC; * Contrarian Capital; and * Wolverine Asset Management, LLC The Second Lien Noteholders are the beneficial holders of $251,352,000 in principal amount of 8.00% Second Lien Senior Secured Notes Due 2021, of which $350 million in principal amount were issued by The Bon-Ton Department Stores, Inc. pursuant to an Indenture dated as of May 28, 2013, among (a) The Bon-Ton Department Stores, Inc. (the "Company"), as issuer, (b) Wells Fargo Bank, N.A. as trustee and collateral agent, and (c) the guarantors party thereto. Wells Fargo Bank, National Association is the original indenture trustee and collateral agent, and Wilmington Savings Fund Society, FSB is successor indenture trustee and collateral agent. About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 251 stores, which includes nine furniture galleries and four clearance centers, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, the Debtor disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as investment banker; AlixPartners LLP as restructuring advisor and AP Services, LLC as financial advisor; and A&G Realty Partners LLC, as real estate advisor; and Prime Clerk LLC, as administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. Counsel for the Official Committee of Unsecured Creditors are Jeffrey N. Pomerantz, Esq., Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP. An investor group comprised of DW Partners, LP, Namdar Realty Group and Washington Prime Group, Inc., primarily as secured mortgage lender; and AM Retail Group, Inc., are represented by John Lyons, Esq., at DLA Piper LLP (US). Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L. Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney, Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L. Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq., and Joshua M. Mester, Esq., at Jones Day. Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal Financial LLC, are Mark D. Collins, Esq., and Joseph Charles Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D. Marshall, Esq., and John Ventola, Esq., at Choate Hall & Stewart LLP. Co-Counsel to the Administrative Agent, Bank of America, N.A., are Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C. Joyner, Esq., at Morgan, Lewis & Bockius LLP. Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A. As Indenture Trustee and Collateral Agent for the Debtor's 8.00% Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan, Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP. BOWMAN DAIRY: Harvest Land Opposes Approval of Plan Outline ----------------------------------------------------------- Harvest Land Co-Op, Inc. asked the U.S. Bankruptcy Court for the Southern District of Indiana to deny the disclosure statement, which explains Bowman Dairy Farms LLC's proposed Chapter 11 plan of reorganization. In a court filing, Harvest Land, which asserts a secured claim of $568,687.03, questioned a provision, which requires the company to release the personal guarantees executed by Trent and Bennie Bowman. "Debtor's disclosure statement is deficient in that it provides no facts or explanation that the release is appropriate and necessary for the reorganization," said the creditor's attorney Jon Madison, Esq., at DeFur Voran LLP. The attorney also questioned the proposed treatment of Harvest Land's secured claim under the plan. "Unsecured creditors receive their money more quickly and with interest while [Harvest Land] is asked to wait up to eight years with no interest," the attorney said. Harvest Land can be reached through: Jon D. Madison, Esq. DeFur Voran LLP 400 South Walnut Street, Suite 200 Muncie, IN 47305 Phone: (765) 288-3651 Fax: (765) 288-7068 Email: jmadison@defur.com About Bowman Dairy Farms Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana. Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-06475) on Aug. 27, 2017. In the petition signed by Trent N. Bowman, its member, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. On February 24, 2018, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan. CALDEL HOLDINGS: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: CalDel Holdings, LLC 26 15th Ave. San Francisco, CA 94118 Business Description: CalDel Holdings, LLC, headquartered in San Francisco, California, is a merchant wholesaler of household appliances and electrical and electronic goods. The Company previously sought bankruptcy protection on Oct. 24, 2017 (Bankr. D. Del. Case No. 17-12266) and Feb. 9, 2018 (Bankr. N.D. Cal. Case No. 18-30146). Chapter 11 Petition Date: April 10, 2018 Case No.: 18-30409 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Dennis Montali Debtor's Counsel: Peter R. Chernik, Esq. LAW OFFICES OF PETER R. CHERNIK 28 15th Ave. San Francisco, CA 94118 Tel: (415) 387-7500 Email: pchernik@pacbell.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter R. Chernik, manager. The Debtor lists Universal Semiconductor, Inc. as its sole unsecured creditor holding a claim of $500,000. The creditor can be reached at: Universal Semiconductor, Inc. c/o Vic Hejmadi, President 1925 Zanker Road San Jose, CA 95112 Tel: 408-436-1906 Email: vich@sbcglobal.com A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb18-30409.pdf CARTER REESE: Strickers Buying Sinking Spring Property for $900K ---------------------------------------------------------------- Carter P. Reese and Sarah C. Reese ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize their sale of approximately 76 acres and approximately 31 acres parcels located at 140 Evans Hill Road, Sinking Spring, Pennsylvania, Tax ID No. 49-4387-01-05-1099, to Forrest and Barbara Stricker for $900,000. A hearing on the Motion is set for April 26, 2018 at 9:30 a.m. The Debtors are the owners of the real property known as and located at 140 Evans Hill Road, Sinking Spring, Pennsylvania, also known as the Westerly Tract or Evans Hill (PIN#: 4387-01-05-1099) containing approximately 130 acres and containing a number of out buildings and other improvements as well the Debtors' residence. The sale of the Real Estate, or any part thereof, is provided for in Article V, Class 4 of the Debtors' confirmed chapter 11 plan. After extensive delays in obtaining the required approvals, and having to resolve various objections by the Commonwealth of Pennsylvania, through its Department of Agriculture, Bureau of Farmland Preservation and the Berks County Agricultural Land Preservation Board, the Debtors have obtained an approved subdivision of the Real Estate that will enable them to sell approximately 76 acres to the current owner of an adjacent 56 acre parcel previously purchased from the Debtors, as well as creating two residual lots of approximately 28 and approximately acres, Residual Parcels A and B, respectively. The Debtors have entered into an Agreement of Sale of the Property to the Buyers for $900,000, with $10,000 as earnest money deposit. The sale will be free of liens. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Carter_Reese_631_Sales.pdf The Real Estate is subject to a first mortgage lien in favor of PNC Bank, NA with an approximate principal balance of $2.5 million and a second mortgage lien in favor of Meridian Bank with an approximate balance of $308,000. The fair market value of the approximately 28 acres residual, Parcel A, which contains all of the improvements including various outbuildings and the Debtors' residence, is estimated to be at least $3.5 million after the proposed sale, which value will adequately protect PNC's residual interest in the Real Estate. PNC's mortgage loan was modified to require that the Debtor's make a lump sum principal payment of $500,000 to PNC prior to five years from the inception date of the modification. The Debtors have previously paid $150,000 of that amount from the partial sale of the 84 Grandview Boulevard property. The proposed sale will pay the remaining $350,000 and an additional approximate $250,000 to further reduce the principal balance. The proposed sale will also pay over $200,000 in taxes, municipal liens and other charges that have priority over the PNC mortgage lien and will pay certain other costs and counsel fees and other professional fees associated with obtaining the subdivision approval, some or all of which might otherwise be a claim against PNC's collateral. PNC has previously agreed to most, if not all, of the proposed expenditures from the sale proceeds; however, after lengthy negotiations and a recent change in counsel, PNC is either unwilling or unable to voluntarily agree to release its mortgage lien in order to allow the Debtors' to complete the sale. Meridian Bank has agreed to release its mortgage lien in exchange for a loan modification and for additional collateral in the form of a security interest in certain of the Debtors' antique vehicles. The Buyers and their representatives have cooperated extensively in trying to keep the proposed sale viable through its many iterations, proposals and negotiations with PNC, and remain ready, willing and able to close this sale promptly upon the Court's approval. The pending sales will free the Debtors from the substantial obligations referred to above and therefore enable the Debtors to use their remaining resources to complete the payments required under the confirmed chapter 11 plan, to pay all administrative claims, and thereby allow them to fully consummate their confirmed bankruptcy plan, obtain a final decree and to close the case. If there are no objections, or the Court deems it appropriate to overrule any such objection, the Debtors ask that the Court waives the requirements of FRBP 6004(h) to allow closing on the sale to take place at the parties' earliest opportunity. Carter P. Reese and Sarah C. Reese filed for Chapter 11 bankruptcy (Bankr. E.D. Pa. Case No. 12-19376) on Oct. 2, 2012. CARVER BANCORP: Appoints Robert Mooney to Board of Directors ------------------------------------------------------------ Carver Bancorp, Inc., the holding company for Carver Federal Savings Bank, has appointed Robert W. Mooney to the Company's Board of Directors. Mr. Mooney's appointment brings the total number of directors at the Company to eleven. He retired last year from the FDIC as National Director for Minority and Community Development Banking, Division of Risk Management and Supervision. "We are pleased to welcome Robert W. Mooney to the Carver Bancorp Board of Directors, adding to our broad mix of financial, executive management and consulting experience from both the private and not-for-profit sectors," said Robert R. Tarter, Chairman. "Robert's appointment to our Board will add valuable perspective, drawing from his many years of experience at the FDIC, where he worked to promote the strength of minority and community development banking nationwide." Mr. Mooney previously served as the deputy director for Consumer and Community Affairs in the Division of Depositor and Consumer Protection of the FDIC, directing the national federal deposit insurance outreach, consumer complaint, community affairs, financial education and economic inclusion programs. He also served as deputy director of the Division of Supervision and Consumer Protection, directing the FDIC's national Compliance and CRA Examination and Policy programs through the financial crisis, and as senior advisor to the FDIC Chairman for Consumer Protection. "As a Community Development Financial Institution and bank founded 70 years ago, we are thrilled to welcome Mr. Mooney to the Company's Board of Directors and to the Carver family," remarked Michael T. Pugh, president, chief executive officer, and director. "We are confident that Robert will make an immediate and positive impact on our Board. He has made great contributions to community development banking over the course of his career in Washington D.C., and we are grateful to have his support in fulfilling Carver's mission here in the Greater New York City area." About Carver Bancorp Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company is headquartered in New York, New York. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly-owned subsidiary, Carver Federal. Carver Federal -- http://www.carverbank.com/-- was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its nine branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Carver reported a net loss of $2.85 million on $26.12 million of total interest income for the year ended March 31, 2017, compared to a net loss of $1.76 million on $26.56 million of total interest income for the year ended March 31, 2016. As of Dec. 31, 2017, Carver Bancorp had $655.96 million in total assets, $610.53 million in total liabilities and $45.42 million in total equity. Carver received a letter from the Nasdaq Stock Market on July 17, 2017 stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K for the period ended March 31, 2017, with the U.S. Securities and Exchange Commission. CARVER BANCORP: Appoints Sophia Haliotis as Chief Credit Officer ---------------------------------------------------------------- The Boards of Directors of Carver Bancorp, Inc. and Carver Federal Savings Bank, following receipt of non-objection by the Office of the Comptroller of the Currency, have appointed Sophia Haliotis as senior vice president and chief credit officer. Ms. Haliotis previously served as executive vice president and chief credit officer of BNB Hana Bank USA from 2015 through 2017. Ms. Haliotis also served as senior vice president and chief credit officer of Community National Bank from 2013 to 2015 and continued to serve in that role when Community National Bank was acquired by BNB Hana Bank USA. Ms. Haliotis has over 30 years in the financial services industry with several financial institutions in the New York metro area. About Carver Bancorp Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company is headquartered in New York, New York. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly-owned subsidiary, Carver Federal. Carver Federal -- http://www.carverbank.com/-- was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its nine branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Carver reported a net loss of $2.85 million on $26.12 million of total interest income for the year ended March 31, 2017, compared to a net loss of $1.76 million on $26.56 million of total interest income for the year ended March 31, 2016. As of Dec. 31, 2017, Carver Bancorp had $655.96 million in total assets, $610.53 million in total liabilities and $45.42 million in total equity. Carver received a letter from the Nasdaq Stock Market on July 17, 2017 stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K for the period ended March 31, 2017, with the U.S. Securities and Exchange Commission. CHINA COMMERCIAL: Expects Net Loss of $12 Million for 2017 ---------------------------------------------------------- China Commercial Credit, Inc., said via a Form 12b-25 filed with the Securities and Exchange Commission it was unable to file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017 on a timely basis because the Company requires additional time to work with its auditors and legal counsel to prepare and finalize the Form 10-K. The Company anticipates that it will file the Form 10-K no later than the fifteenth calendar day following the prescribed filing date. The Company expects that for the fiscal year ended Dec. 31, 2017 it will report net loss of approximately $12 million compared to net loss of approximately $2 million for the fiscal year ended Dec. 31, 2016. About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- is a financial services firm operating in China. Its mission is to fill the significant void in the market place by offering lending, financial guarantee and financial leasing products and services to a target market which has been significantly under-served by the traditional Chinese financial community. The Company's current operations consist of providing direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals in the city of Wujiang, Jiangsu Province. China Commercial's independent accounting firm Marcum Bernstein & Pinchuk LLP, in Shanghai, China, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has accumulated deficit that raises substantial doubt about its ability to continue as a going concern. China Commercial reported a net loss of US$1.98 million for the year ended Dec. 31, 2016, compared with a net loss of US$61.26 million for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed US$7.71 million in total assets, US$8.48 million in total liabilities and a total shareholders' deficit of US$774,251. CHRYSLER LLC: Ct. Junks Punitive Damage Claim in D. Dearden Suit ---------------------------------------------------------------- Plaintiff David Dearden, as executor of the estates of Edward J. Dearden and Theresa J. Dearden ("Decedents"), filed the action captioned DAVID DEARDEN, as Executor of the Estate of Edward J. Dearden, et al., Plaintiffs, v. FCA US LLC and CHRYSLER GROUP LLC, Defendants, Adv. Pro. No. 17-01062 (SMB) (Bankr. S.D.N.Y.) seeking to recover, inter alia, compensatory and punitive damages from FCA US LLC f/k/a Chrysler Group, LLC ("New Chrysler") arising out of a fatal motor vehicle accident. New Chrysler has moved to dismiss the punitive damage claim asserted in Count Three of the Plaintiff's Amended Complaint primarily on the ground that it is barred by this Court's order approving the sale of substantially all of the assets of Old Carco LLC f/k/a Chrysler, LLC and its debtor affiliates ("Old Chrysler") free and clear of all liens, claims and interests to New Chrysler. The Plaintiff opposes the Motion, contending that Count Three asserts a claim based on post-sale conduct that is not barred by the Sale Order. Bankruptcy Judge Stuart M. Bernstein granted the motion except to the extent that Count Three sets forth an independent claim limited to New Chrysler's post-Closing conduct, and leaves to the presiding non-bankruptcy court the determination of whether the Plaintiff has asserted a legally sufficient claim. New Chrysler has moved to dismiss Count Three pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. The principal issue is whether Count Three asserts claims for punitive damages that, even if legally sufficient, are nonetheless barred by the Sale Order and MTA, as amended. New Chrysler argues, in the main, that Count Three is a Products Liability Claim within the meaning of the Sale Order and the MTA. It involves a post-Closing accident relating to a pre-Closing design defect, and moreover, claims arising from or relating to a product recall fall within the definition of Product Liability Claims under Amendment No. 4. Accordingly, liability for punitive damages is excluded. The Plaintiff contends that it asserts claims based on New Chrysler's breach of independent duties and is limited to New Chrysler's post-Closing wrongful conduct. In addition, New Chrysler argues that Count Three conflates the acts and omissions of Old Chrysler and New Chrysler, and thereby seeks to recover punitive damages based on Old Chrysler's wrongdoing. The Amended Complaint refers to the defendant New Chrysler simply as "Chrysler," but "Chrysler" sometimes refers to Old Chrysler. For example, Count Three incorporates all of the preceding paragraphs in the Amended Complaint, and "Chrysler," as used in Counts One and Two, refers to the acts and omissions of Old Chrysler. In other places, Count Three refers to the knowledge of "Chrysler" regarding the fuel tank design defect, its response to the NHTSA probe that began in 2009 or the delay in issuing the recall without identifying a time frame. "Chrysler" in these instances could mean Old Chrysler or New Chrysler. Finally, at other places, Count Three refers to acts or omissions that occurred after the Closing Date and could only be referring to New Chrysler. The ultimate question of New Chrysler's liability for punitive damages under Count Three comes down to a question of proximate cause. Counts One and Two allege directly or through incorporation by reference that the proximate cause of the Decedents' fatal injuries was Old Chrysler's defective design of the fuel tank. This is a Product Liability Claim that may subject New Chrysler to liability for compensatory but not punitive damages. Count Three, which also incorporates the same proximate cause allegation, separately alleges that the proximate cause of the accident was New Chrysler's post-Closing breach of its independent duties to warn, recall, notify and retrofit. For the reasons stated, this cause of action, if legally sufficient, is not barred by the Sale Order or the MTA. In other words, if the proximate cause of the Decedents' fatal injuries, as alleged in Counts One and Two, was the defective design and manufacture of the Vehicle by Old Chrysler, the Plaintiff cannot recover punitive damages. If, on the other hand, the proximate cause of the Decedents' fatal injuries was due solely to New Chrysler's failure to warn, recall, notify or retrofit as alleged in Count Three, rather than the design flaw itself, the claim for punitive damages would not be barred by the Sale Order or the MTA, as amended. New Chrysler may be right that all of the claims are inextricably linked and Count Three is nothing more than the Product Liability Claim alleged in Counts One and Two. Indeed, Old Chrysler's defective design is the sine qua non of the Plaintiff's post-Closing claim. However, assuming that the Plaintiff can assert legally sufficient claims based solely on New Chrysler's post-Closing wrongful conduct, the question of what proximately caused the Decedents' fatal injuries is for the factfinder. Accordingly, the Motion is granted dismissing the claim in Count Three to recover punitive damages except to the extent that the Plaintiff can assert legally sufficient claims against New Chrysler based solely on its own post-Closing wrongful conduct. The Court has considered the remaining arguments made by the parties and concludes that they lack merit. A full-text copy of Judge Bernstein's Memorandum Decision dated March 15, 2018 is available at https://is.gd/RTvUPH from Leagle.com. David Dearden, AS EXECUTOR OF THE ESTATE OF EDWARD J. DEARDEN, DECEASED, Plaintiff, represented by David L. Kwass -- dkwass@smbb.com -- SALTZ MONGELUZZI BARRETT & BENDESKY, David J. Langsam , One Liberty Place, Robert J. Mongeluzzi -- rmongeluzzi@smbb.com -- Saltz Mongeluzzi Barett & Bendesky & Daniel F.X. Geoghan -- dgeoghan@coleschotz.com -- Cole Schotz P.C. Virginia Anne Rosner, INDIVIDUALLY AND AS ADMINISTRATRIX OF THE ESTATE OF ROBERT D. ROSNER, DECEASED, Plaintiff, represented by Jason A. Daria, FELDMAN SHEPARD WOHLEGELERTNER & TANNER & John M. Dodig, FELDMAN SHEPARD WOHLEGELERTNER & TANNER. Diego Frank Burns & Melissa Burns, INDIVIDUALLY AND AS THE PARENTS AND NATURAL GUARDIANS OF MARY BURNS, A MINOR, LUCY BURNS, A MINOR AND ALEXEI BURNS, A MINOR, Plaintiffs, represented by David L. Lutz , HANDLER HENNING & ROSENBERG LLP & David H. Rosenberg , HANDLER HENNING & ROSENBERG LLP. Nanette S. Brickner, Defendant, pro se. Henise Tire Service, Inc., Defendant, represented by John H. Mccarthy -- jmccarthy@rawle.com -- RAWLE & HENEDERSON LLP & Daniel J. Rucket -- drucket@rawle.com -- RAWLE & HENDERSON LLP. Vincente Espinerva, Mariana Salas, dba M Salas Trucking & DJM Transport, L.L.C., Defendants, represented by Donna Dipietro , NICOLSON LAW GROUP ROSE TREE CORPORATE C. Established Traffic Control, Inc., Defendant, represented by Glenn A. Ricketti -- gricketti@margolisedelstein.com -- INDEPENDENCE SQUARE WEST. Bill Anskis Company, Inc., Defendant, represented by Andrew R. Benedict -- abenedict@wglaw.com -- Weber Gallagher Simpson Stapelteon Fires and Newby & Nicholas J. Goldwyn -- ngoldwyn@wglaw.com --WEBER GALLAGHER. Traffic Planning & Design, Inc., Defendant, represented by Frederick M. Brehm -- fbrehm@powelltrachtman.com -- POWELL, TRACHTMAN, LOGAN, CARRLE, BOWMAN & Michael J. Zettlemoyer -- mzettlemoyer@powelltrachtman -- POWELL TRACHTMAN LOGAN CARRLE & LOMBARDO. All State Traffic Control Of Pa, Inc., Defendant, represented by George J. Matz -- gmatz@kandrlaw.com -- KURTZ & REVNESS, P.C. & Michael J. Revness -- mrevness@kandrlaw.com. -- KURTZ & REVNESS PC. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. As part of that deal, Fiat acquired a 20% equity interest in Chrysler Group. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. The U.S. and Canadian governments provided Chrysler with $4.5 billion to finance its bankruptcy case. Those loans are to be repaid with the proceeds of the bankruptcy estate's liquidation. Old Carco's Second Amendment Joint Plan of Liquidation was confirmed by the Bankruptcy Court on April 23, 2010. CIT GROUP: DBRS Confirms 'BB' LT Issuer Rating, Trend Positive -------------------------------------------------------------- DBRS, Inc. confirmed the ratings of CIT Group Inc., including the Company's Long-Term Issuer Rating of BB (high) and Short-Term Issuer Rating of R-4. At the same time, DBRS confirmed the ratings of its primary banking subsidiary, CIT Bank, N.A. (the Bank). The trend on all ratings was revised to Positive, with the exception of the Revolving Credit Facility rating of BBB (low), which remains Stable. The Intrinsic Assessment (IA) for the Bank is BBB (low), while its Support Assessment remains SA1. The Company's Support Assessment is SA3 and its Long-Term Issuer Rating is positioned one notch below the Bank's IA. KEY RATING CONSIDERATIONS The change in trend to Positive reflects DBRS's expectations that CIT will make additional progress in improving its operating efficiency, as well as the quality of its deposit base. DBRS anticipates that these improvements combined with sound new business volumes will underpin improving underlying returns and be supportive of an upgrade. DBRS expects improved underlying trends even with the expected exit from the European rail and the reverse mortgage businesses in 2018. The rating confirmation reflects CIT's well-established commercial lending franchise to the U.S. middle market and small businesses. The Company's sound balance sheet is underpinned by a strong and disciplined risk management function, well-managed liquidity, and an improving funding profile that is significantly more deposit oriented. While currently high, DBRS expects capital to trend down towards the upper-end of CIT's target Basel III fully phased-in Common Equity Tier 1 ratio range of 10%-11% over time, which would still remain firmly above the U.S. regional bank peer average. The ratings also consider the Company's deposit base as below average, albeit improving, as well as, CIT's returns that still trail the Company's U.S. regional bank peers. DBRS sees these as the most important challenges facing CIT, and key factors in upward movement in the ratings. RATING DRIVERS Further progress in the evolution of the franchise to a commercial bank for the U.S. middle market that is accompanied by consistent loan growth, resulting in a sustainable improvement in earnings could result in upward ratings pressure. Continued progress in expanding the contribution of funding from deposits, while improving the overall quality of the deposit base through a higher proportion of non-maturity deposits would also be viewed favorably. Conversely, a sustained deterioration in operating results; particularly as a result of a material increase in provisions for credit losses indicative of an excessive risk appetite or weakness in risk management could result in the trend reverting back to Stable. Further, sustained outflows of deposits resulting in a reversal of the improvement in the funding profile, or an aggressive return of capital could also lead to negative ratings pressure. RATING RATIONALE CIT's well-established commercial lending franchise is a key factor in the ratings. With a history of lending to U.S. middle market companies and small businesses for more than 100 years, CIT has a well-developed brand and deep customer relationships that are supported by the Company's broad product offering and wide range of services. DBRS sees these strengths, as well as the Company's national lending footprint as anchoring the Company's strong competitive position. Positively, origination volumes in CIT's core business (excluding factoring) totaled $3.3 billion in 4Q17, up 47% sequentially, and the highest level in more than eight quarters. DBRS sees the strengthening volumes as an early indication that the investments being made by CIT to broaden the Company's product and services offerings, and deepen relationships are beginning to flow through to the business. DBRS expects that despite competitive headwinds in lending to the U.S. middle market, CIT will continue to originate sound new business volumes in 2018. CIT's recent earnings generation and returns have lagged the U.S. regional bank peer group. Over the next twelve months, DBRS expects that the Company will make progress in strengthening underlying earnings. Revenues and net finance margins are expected to be impacted by the anticipated sales of the European rail business, as well as the reverse mortgage business in 2018. Nevertheless, DBRS sees underlying trends in earnings as benefiting from solid new business volumes, rising interest rates, and further progress in developing the deposit base. Additional progress towards the Company's initiative to remove $150 million of operating expenses by year-end 2018 should also drive earnings improvement. Operating efficiency, excluding noteworthy items, for 2017 was 56.3%, a 130 basis point improvement from 2016, moving towards the Company's target of mid-50% by the end of 2018. While lending to middle market companies and small businesses is inherently riskier than lending to large corporates, CIT's deep expertise in lending into this market along with a robust risk management function, well-articulated risk appetite and sound servicing capabilities are illustrated in the strong asset performance. Non-accruals and charge-offs remain near cyclically low levels. At year-end 2017, non-accrual loans totaled $220.9 million, 21% lower than at year-end 2016, and 0.76% of total finance receivables. Given the maturing credit cycle, DBRS anticipates that asset quality metrics in 2018 may begin migrating towards a more normalized level but will remain well within DBRS's tolerance levels for the rating. From DBRS's perspective, CIT's liquidity is ample and well-managed. CIT's modified liquidity coverage ratio exceeded 100% at December 31, 2017. Maturities over the next two years are very modest with just $500 million of senior notes due in February 2019. CIT continues to make progress in reducing its reliance on wholesale sourced funding. As of December 31, 2017, deposits accounted for 77% of total funding compared to 68% a year ago. DBRS anticipates additional progress will be made in improving the quality of the deposit base, including reducing the presence of time deposits, which comprised a high 49% of total deposits at year-end 2017. Regulatory capital remains sound despite capital actions taken by CIT following the sale of CIT Aerospace. At December 31, 2017, CIT's fully phased-in Basel III Common Equity Tier 1 (CET1) ratio was 14.4%. However, DBRS does not anticipate that regulatory capital ratios will be maintained at the current levels. DBRS expects that CIT will look to further optimize capital, subject to regulatory approval, with the Company's Basel III CET1 migrating towards the upper-end of the 10%-11% range. DBRS notes that this target would be in line with the Company's regional bank peers and consistent with a higher rating, if sustained. Concurrent with the rating action, DBRS confirmed the BBB (low) rating of the Revolving Credit Facility (the Facility), which is one notch above the Company's Issuer Rating. The notching reflects DBRS's view that while the facility is unsecured, recovery, in the case of default, will be greater than 80%. This view on the recovery reflects the upstream guarantee in place from eight operating subsidiaries of CIT for the benefit of the Facility. The Stable trend reflects that the notching on the instrument will narrow and eventually be eliminated as the Issuer Rating strengthens. Based on DBRS policy, the notching up from the Issuer Rating based on the recovery analysis described above is limited on the Revolving Credit Facility to BBB (low). As such, the Issuer Rating and Facility ratings potentially could converge to this rating level. The Grid Summary Scores for CIT are as follows: Franchise Strength – Good/Moderate; Earnings Power – Moderate; Risk Profile – Good/Moderate; Funding & Liquidity – Good/Moderate; Capitalization – Good/Moderate. Notes: All figures are in U.S. dollars unless otherwise noted. CYTOSORBENTS CORP: Refinances Existing Debt with New $15M Debt -------------------------------------------------------------- CytoSorbents Corporation has refinanced its existing $10 million term loan with a new $15 million debt facility with Bridge Bank. On March 29, 2018, CytoSorbents entered into an Amended and Restated Loan and Security Agreement with Bridge Bank, which replaced its existing $10 million term loan with $10 million of new debt. This new debt facility is structured as a 4-year term loan, with monthly payments of interest-only for the first 18 months, followed by monthly payments of principal and interest through the remainder of the term. No change was made to the success fee terms of the first loan. In addition, CytoSorbents has the ability, at its sole discretion, to borrow an additional $5 million prior to March 31, 2019, provided certain conditions are met. If this occurs, the period of interest-only payments on both term loans will be extended by an additional six month period, followed by 24 months of straight line amortization through the April 1, 2022 maturity date. The Company intends to use the proceeds from the loan to provide working capital to fund ongoing operations and to support clinical trials. "This debt refinancing is a key milestone for our Company that preserves cash and increases our working capital by approximately $6 million, by deferring the repayment of principal that was scheduled to begin in January 2018, for an additional 18 months. It also makes available, if we so choose, an additional $5 million of non-dilutive, low cost debt. But most importantly, it strengthens our financial capability to aggressively pursue our clinical trial objectives and to rapidly grow worldwide product sales to reach operating cash flow breakeven -- which is expected to be achieved on a quarterly basis later this year," stated Ms. Kathleen P. Bloch, CPA, MBA, chief financial officer of CytoSorbents. "We are pleased to expand our excellent relationship with Bridge Bank, a premier lending institution with a broad scope of financial services." "We have been working with CytoSorbents for several years now and are excited to continue our partnership with this rapidly growing and dynamic company that is helping to save lives," said Mr. Justin McDonie, senior vice president with Bridge Bank. "We are pleased to provide this growth capital at an important juncture in CytoSorbents' evolution and look forward to continuing to contribute to the Company's success." A full-text copy of the Amended and Restated Loan and Security Agreement is available for free at https://is.gd/w56Icz About Bridge Bank and Western Alliance Bank Bridge Bank -- http://www.bridgebank.com/-- is a division of Western Alliance Bank, Member FDIC, the go-to-bank for business in its growing markets. Bridge Bank was founded in 2001 in Silicon Valley to offer a better way to bank for small-market and middle-market businesses from across many industries, as well as emerging technology companies and the private equity community. Geared to serving both venture-backed and non-venture-backed companies, Bridge Bank offers a broad scope of financial solutions including growth capital, equipment and working capital credit facilities, sustainable energy project finance, venture debt, treasury management, asset-based lending, SBA and commercial real estate loans, ESOP finance and a full line of international products and services. Based in San Jose, Bridge Bank has eight offices in major markets across the country along with Western Alliance Bank's robust national platform of specialized financial services. Western Alliance Bank is the primary subsidiary of Phoenix-based Western Alliance Bancorporation. About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy commercializing its CytoSorb blood purification technology to reduce deadly uncontrolled inflammation in hospitalized patients around the world, with the goal of preventing or treating multiple organ failure in life-threatening illnesses. The Company, through its subsidiary CytoSorbents Medical Inc. (formerly known as CytoSorbents, Inc.), is engaged in the research, development and commercialization of medical devices with its blood purification technology platform which incorporates a proprietary adsorbent, porous polymer technology. Cytosorbents reported a net loss attributable to common shareholders of $8.79 million on $15.15 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $11.76 million on $9.52 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Cytosorbents had $24.10 million in total assets, $13.84 million in total liabilities and $10.26 million in total stockholders' equity. The Company's independent registered public accountants' report for the year ended Dec. 31, 2017 includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." WithumSmith+Brown, PC, in East Brunswick, New Jersey, stated that the Company sustained net losses for the years ended December 31, 2017, 2016 and 2015. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2019. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. D'BEST BEVERAGES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: D'Best Beverages, Inc. dba D'Best Dispensers fdba Deborah Best dba D'Best Dispensers PO Box 18868 Anaheim, CA 92817-8868 Business Description: D'Best Beverages, Inc. is a beverage manufacturer in Anaheim, California. Chapter 11 Petition Date: April 10, 2018 Case No.: 18-11273 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Erithe A. Smith Debtor's Counsel: Leonard W Stitz, Esq. LAW OFFICES OF LEONARD W. STITZ, PC 640 North Tustin Avenue, Suite 107 Santa Ana, CA 92705 Tel: 714-222-5704 Fax: 714-242-1966 E-mail: lenny@stitzlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Deborah Best, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-11273.pdf DEMERX INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: DemeRx, Inc. 1951 NW 7th Ave., Suite 300 Miami, FL 33136 Business Description: DemeRx, Inc., headquartered in Miami, Florida, is a pharmaceutical research & development company. Scientific Research and Development Services Chapter 11 Petition Date: April 9, 2018 Case No.: 18-14149 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Geoffrey S. Aaronson, Esq. AARONSON SCHANTZ BEILEY P.A. 100 SE 2nd St # 2700 Miami, FL 33131 Tel: 786.594.3000 E-mail: gaaronson@aspalaw.com - and - Samuel J Capuano, Esq. AARONSON SCHANTZ BEILEY P.A. Miami Tower 100 SE 2nd Street, 27th Floor Miami, FL 33131 Tel: 786-594-3000 Fax: 305-424-9336 E-mail: scapuano@aspalaw.com - and - Tamara D McKeown, Esq. 100 SE. 2 St # 2700 Miami, FL 33131 Tel: (305) 579-9077 E-mail: tdmckeown@mckeownpa.com Total Assets: $24.88 million Total Liabilities: $2.06 million The petition was signed by Deborah C. Mash, Ph.D, CEO, president and director. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-14149.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Advanced Technology IT Services $2,169 Consulting Group Arrow Pharma Research & $2,137 Services LLC Development Costs Coffey Burlington, PL Legal Fees $20,416 Darpo Consulting Consulting Fees $2,400 Dr. Cynthia Kuhn Research & $2,500 Professor of Development costs Pharmacology Duke University Foley & Lardner, LLP IP Legal Fees $712,391 975 Page Mill Road Palo Alto, CA 94304 Gerald Swiss Patent/IP $1,150 consulting fees Holger Weis Disputed Claim for $621,384 1212 S.E. 11th Street unpaid compensation Fort Lauderdale, FL 33316 MPI Research, Inc. Research and $6,500 Development costs Philip Sigel, Trustee All of the Debtor's Unknown assets and personal property Psychogenics Research and $94,000 development costs RGH Pharma Reserach and $1,750 Consulting development costs Sagittarius Patent Annuities $1,218 Intellectual Property LLP Steve Gorlin Loan $50,000 Gorlin Companies Steve Gorlin Unsecured Loan $15,000 Gorlin Companies Thermo Fisher Research and $3,200 Scientific Inc Development costs Vault Rooms, Inc Virtual Data room $11,832 Womble Bond Legal Fees $129,061 Dickinson LLP Zenith Technologies Research and $138,283 development costs ZTR Enterprises, LLC Professional fees $5,000 DESIGNED TO MOVE: April 12 Hearing on Employment of Auctioneer -------------------------------------------------------------- Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on April 12, 2018 at 10:00 a.m. to consider Designed to Move, LLC's proposed (i) employment of Stanley J. Paine as auctioneer to liquidate 45% of inventory and (iii) payment of said auctioneer. All interested parties must be served with the Notice and Order no later than April 3, 2018. The objection deadline is April 9, 2018 at 5:00 p.m. About Designed to Move Headquartered in Beverly Hills, California, Designed to Move, LLC -- https://www.designedtomove.com/ -- provides property enhancement services to the real estate market. Founded by Aimee Miller, the Company offers interior design, home staging, luxury lease and e-design services. DTM Interiors services multiple states and areas, tailoring its design to each community and even neighborhood to appeal to the local clientele. Designed to Move, LLC, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-11774) on Feb. 17, 2018. Judge Julia W. Brand is assigned to the case. In the petition signed by Aime Miller, managing member, the Debtor estimated liabilities in the range of $1 million to $10 million. The Debtor tapped Dennis E. McGoldrick, Esq., at Law Office of Dennis McGoldrick, as counsel. DESIGNED TO MOVE: Hires Paine Auctioneers to Liquidate Inventory ---------------------------------------------------------------- Designed to Move, LLC, asks the U.S. Bankruptcy Court for the Central District of California to shorten time for a hearing on its proposed (i) employment of Stanley J. Paine as auctioneer to liquidate 45% of inventory and (iii) payment of said auctioneer. Although the Debtor's warehouses are in Los Angeles, the majority of the homes currently staged with its furniture are in Montecito, and Santa Barbara, California. The Thomas fire burned the hills and mountains North of the City of Montecito, and subsequent rains flooded many of the houses and roads in Montecito with mud and boulders. As a result, staging and sales of property in Montecito and Santa Barbara have mostly ceased. The Debtor has two warehouse facilities filled with furniture that it does not need presently, and needs to downsize its operations until the real estate market in Montecito rebounds. Since the filing of the case, Aimee Miller, the single member, has been operating as the DIP. Ms. Miller has been interviewing Auctioneers and has decided to hire Stanley J. Paine Auctioneers to liquidate 45% of her inventory. This will allow the Debtor to downsize to a smaller warehouse, and continue its business. Ms. Miller declares that the fees due the Auctioneer, per the Contract, are: (i) 20% from the Seller; (ii) 10% from the Buyer; and (iii) advertising fees of $10,000 and a U.C.C. search fee of $200 dollars. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Designed_to_Move_35_Sales.pdf Prepetition, the Debtor received a three-day-notice to quit from the landlord of its larger warehouse and it is unlikely it could consign, or sell directly, enough of its furniture to allow it to vacate the large warehouse without large losses. As a result, the Debtor asks the Court grants an order shortening time for noticing the hearing on its Motion to Hire an Auctioneer and approving the sale to 10 days notice. The Auctioneer: Stanley J. Paine STANLEY J. PAINE AUCTIONEERS 373 Boylston St. Newton, MA 02459 Telephone: (617) 731-4455 Facsimile: (877) 258-9909 E-mail: stan@PaineAuctioneers.com About Designed to Move Headquartered in Beverly Hills, California, Designed to Move, LLC -- https://www.designedtomove.com/ -- provides property enhancement services to the real estate market. Founded by Aimee Miller, the Company offers interior design, home staging, luxury lease and e-design services. DTM Interiors services multiple states and areas, tailoring its design to each community and even neighborhood to appeal to the local clientele. Designed to Move sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-11774) on Feb. 17, 2018. In the petition signed by Aime Miller, managing member, the Debtor estimated liabilities in the range of $1 million to $10 million. Judge Julia W. Brand is assigned to the case. The Debtor tapped Dennis E. McGoldrick, Esq., at Law Office of Dennis McGoldrick, as counsel. DIAMOND BRITE: Plan Outline Okayed, Plan Hearing on May 2 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas is set to hold a hearing on May 2 to consider approval of the Chapter 11 plan of reorganization for Diamond Brite Enterprises, LLC. The court on March 23 approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order set an April 23 deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan. Under Diamond Brite's latest plan, the general unsecured claim of Andy Foster in the amount of $63,924.33 will be subordinated to the allowed claims in Class 2 and will not receive a distribution unless all other allowed claims are paid in full, according to the company's amended disclosure statement filed on March 22. A copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/txwb17-51391-53.pdf About Diamond Brite Diamond Brite Enterprises, LLC -- http://www.diamondbritecarcare.com/-- is a full service car wash and oil & lube services provider in San Antonio, Texas. Diamond Brite filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-51391) on June 13, 2017. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Andrew L. Foster, manager. The Hon. Craig A. Gargotta presides over the case. Dean W. Greer, Esq., at the Law Offices of Dean W. Greer, serves as bankruptcy counsel. DIFFUSION PHARMACEUTICALS: Lowers 2017 Net Loss to $2.61 Million ---------------------------------------------------------------- Diffusion Pharmaceuticals Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stockholders of $2.61 million compared to a net loss attributable to common stockholders of $18.03 million for the year ended Dec. 31, 2016. The Company has not generated any revenues from product sales and has funded operations primarily from the proceeds of private placements of its membership units (prior to the Merger) and convertible notes, as well as through the reverse merger. Substantial additional financing will be required by the Company to continue to fund its research and development activities. No assurance can be given that any such financing will be available when needed or that the Company's research and development efforts will be successful. The Company expects to continue to incur net losses for the foreseeable future. The Company intends to use its existing cash and cash equivalents for working capital and to fund the research and development of its product candidates. As of Dec. 31, 2017, Diffusion had $26.14 million in total assets, $4.91 million in total liabilities and $21.22 million in total stockholders' equity. Diffusion had cash and cash equivalents of $8.9 million as of Dec. 31, 2017. Subsequent to the close of the year, on Jan. 22, 2018 the Company closed an underwritten public offering of stock and warrants, raising approximately $12.0 million in gross proceeds. The Company believes its cash and cash equivalents as of Dec. 31, 2017, together with the $12.0 million in gross proceeds from its underwritten public offering of its common stock received in January 2018, will be sufficient to fund its planned operations through June 2019. The Company recognized $5.1 million in research and development expenses during 2017, compared with $7.3 million during 2016. This decrease was primarily attributable to a decrease of $1.3 million related to animal toxicology studies, a decrease of $0.9 million of pancreatic expenses, a decrease of $0.6 million related to stock-based compensation expense and a decrease of $0.3 million in manufacturing-related expenses. The Company also recognized a $1.0 million impairment charge upon its abandonment of future development efforts related to its RES-440 IPR&D asset in 2016. These decreases were offset by increases in GBM trial expenses of $1.6 million as the Company prepared for the Phase 3 clinical trial for TSC and increases in salaries and wages expenses of $0.2 million as a result of an increase in headcount. The Company currently expects its research and development expenses to increase significantly in future periods due to costs associated with our Phase 3 clinical trial for TSC, the Phase 2 trial for pre-hospital stroke therapy and overall efforts to advance the research and development of its technologies and product candidates. General and administrative expenses were $6.2 million during 2017, compared with $11.1 million during 2016. The decrease was primarily due to a decrease of $3.2 million in professional fees incurred in 2016 in connection with preparations to operate as a public company and a $2.5 million decrease in non-cash litigation settlement fees, offset by increases in salary and wages and stock-based compensation expense of $0.4 million and $0.4 million, respectively, due to its increase in headcount. In connection with the private placement of the Company's Series A convertible preferred stock and common stock warrants in March 2017, the Company determined the warrants to be classified as liabilities and subject to remeasurement at each reporting period. As such, during 2017 the Company recorded a $22.1 million non-cash gain for the change in fair value of its common stock warrant liabilities, which was primarily attributable to the decrease in the market price for its common stock. The Company also recognized $10.2 million in excess fair value of the common stock warrants over the gross proceeds from its private placement and $2.9 million in placement agent commissions and other offering costs. Business Update Diffusion's lead clinical trial program, the INvestigation of TSC Against Cancerous Tumors (INTACT) trial, is a Phase 3 study expected to enroll a total of 236 patients, with half in the treatment arm and half in the control arm. T he design of INTACT is based on an almost four-fold increase in overall survival at two years demonstrated in inoperable GBM patients in the preceding Phase 2 study. "We began opening clinical sites for the INTACT trial in December as planned, and started enrolling and dosing patients in January while continuing to open more clinical sites," said David Kalergis, chairman and chief executive officer of Diffusion Pharmaceuticals. "We believe that the INTACT trial can provide a promising new treatment option for the thousands of patients who each year are newly diagnosed with inoperable GBM brain cancer and who, because of their poor prognosis, may be excluded from other clinical trials." In January 2018 the Company conducted a public offering, raising gross proceeds of approximately $12.0 million from the sale of common stock and warrants. In conjunction with this capital raise, all the Company's preferred stock was converted into common stock, eliminating the obligation for future dividend payments and certain restrictive provisions contained therein. In January 2018 the Company, along with researchers from the University of California Los Angeles (UCLA) and the University of Virginia (UVA), presented an abstract at the International Stroke Conference in Los Angeles describing a Phase 2 trial design to test TSC for use in acute stroke. The planned Phase 2, randomized, double-blind, placebo-controlled trial calls for the administration of TSC by specially-trained Emergency Medical Technicians to ambulance-transported patients within two hours of the onset of a suspected acute stroke, potentially overcoming the current severe timing obstacle in the treatment of stroke patients. The trial, which has been named the Pre-Hospital Ambulance Stroke Trial - TSC (PHAST-T) is expected to commence in late 2018, subject to funding. The Company further expanded its intellectual property portfolio in 2017, with the allowance of key patents that increased coverage of the therapeutic use of TSC and related compounds. The new areas include congestive heart failure, chronic renal failure, acute lung injury, chronic obstructive pulmonary disease and respiratory distress syndrome. Additional claims were also allowed relating to the treatment of a number of cancer types including brain and pancreatic, using TSC along with chemotherapy and radiation therapy. A full-text copy of the Form 10-K is available for free at: https://is.gd/8CbBGQ 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 (TSC), 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. DOLPHIN ENTERTAINMENT: Needs More Time to File its Form 10-K ------------------------------------------------------------ Dolphin Entertainment, Inc., said in a Form 12b-25 filed with the Securities and Exchange Commission that its Annual Report on Form 10-K for the year ended Dec. 31, 2017 could not be filed within the prescribed time because additional time is required by Company's management and auditors to prepare certain financial information to be included in the report. Dolphin Entertainment had total revenues of approximately $22.4 million for year ended Dec. 31, 2017, compared with approximately $9.4 million for the year ended Dec. 31, 2016. On March 30, 2017, the Company acquired 42West, LLC. The revenues of 42West for the nine months between the acquisition date and Dec. 31, 2017 were approximately $16.5 million with operating expenses of approximately $13.3 million. In addition, on the date of acquisition, the Company recorded liabilities related to put rights and contingent consideration. The change in fair value from the acquisition date to Dec. 31, 2017, resulted in a gain of $2.3 million and is recorded on the consolidated statement of operations. Certain intangible assets were also recorded on the date of the acquisition with a balance of $9.5 million. These intangible assets are being amortized over their useful life and the Company recorded amortization expense of approximately $1.0 million for the period between the acquisition and Dec. 31, 2017. No amortization expense, or any other revenues or expenses related to the 42West acquisition, were recorded for the year ended Dec. 31, 2016. The Company incurred transaction costs related to the acquisition of approximately $0.7 million for the year ended Dec. 31, 2017. During the year ended Dec. 31, 2017, the Company earned approximately $6.0 million in revenues, amortized capitalized production costs of approximately $3.4 million using the individual film forecast method based on these revenues, incurred distribution expenses of $1.6 million from the release of its motion picture Max Steel and impaired approximately $0.3 million of capitalized production costs related to the digital project, Jack of all Tastes. By comparison, the Company earned $9.4 million of production and distribution revenues, amortized $7.8 million of capitalized production costs, impaired approximately $2.0 million to reduce the carrying amount of the deferred production costs to fair value and incurred $11.9 million of distribution costs (including sales agent fees) related to the motion picture Max Steel during the year ended Dec. 31, 2016. Several of the Company's warrants are recorded as liabilities based on the fair value on the balance sheet date with any changes from one period to the next recorded as gains or losses on the statement of operations. During the year ended Dec. 31, 2017, the Company recorded a gain on the change in fair value of the warrant liability of approximately $9.0 million. For the year ended Dec. 31, 2016, the Company incurred warrant issuance expenses related to Warrants G, H and I of approximately $7.4 million and recorded a gain on the change in fair value of the warrant liability of approximately $2.2 million. During 2016, one of the Company's wholly owned subsidiaries, entered into a loan and security agreement providing for up to $14.5 million non-revolving credit facility that matured on August 25, 2017. Proceeds of the credit facility in the aggregate amount of $12.5 million were used to pay a portion of the print and advertising expenses of the domestic distribution of Max Steel. The P&A Loan was partially secured by a $4.5 million guaranty from a party associated with the motion picture. The Company agreed to provide a $0.6 million backstop to the guarantor. On Sept. 18, 2017, the guarantor paid the $4.5 million to the lender and the Company recorded the gain on extinguishment of debt in the amount of $3.9 million during the year ended Dec. 31, 2017. During the year ended December 31, 2016, the Company recorded a loss on extinguishment of debt in the amount of $9.6 million. Interest expense for the year ended Dec. 31, 2017 decreased by approximately $2.6 million as compared to the year ended Dec. 31, 2016 due to the extinguishment by the Company of certain debt instruments during 2016. For the year ended Dec. 31, 2017, the Company recorded income tax expense of approximately $0.3 million related to current state income taxes and a deferred federal income tax liability. There was no income tax expense recorded for the year ended Dec. 31, 2016. The Company had income of approximately $6.9 million for the year ended Dec. 31, 2017 and a net loss of approximately $37.2 million for the year ended Dec. 31, 2016. About Dolphin Entertainment Based in Coral Gables, Florida, Dolphin Entertainment, Inc., formerly Dolphin Digital Media, Inc., is an independent entertainment marketing and premium content development company. Through its recent acquisition of 42 West, LLC, the Company provides strategic marketing and publicity services to all of the major film studios, and many of the leading independent and digital content providers, as well as for hundreds of A-list celebrity talent, including actors, directors, producers, recording artists, athletes and authors. Dolphin Digital reported a net loss of $37.19 million for the year ended Dec. 31, 2016, following a net loss of $8.83 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Dolphin Entertainment had $33.76 million in total assets, $31.02 million in total liabilities and $2.73 million in total stockholders' equity. BDO USA, LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company, according to BDO USA, has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EASTGATE PROFESSIONAL: Disclosure Statement Hearing Set for May 1 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio is set to hold a hearing on May 1 to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan of reorganization for Eastgate Professional Office Park, Ltd. The hearing will be held at 10:00 a.m., at Courtroom 2. Under the latest plan, creditors holding allowed Class 3 general unsecured claims will be paid 100% of their claims, without interest, in three equal annual payments commencing on the effective date. The company's original plan proposed to pay unsecured creditors 100% of their allowed claims, without interest, 90 days after the effective date. Class 3 is impaired and general unsecured creditors are entitled to vote on the plan, according to Eastgate's latest disclosure statement filed on March 22. About Eastgate Professional Office Park Established in 1996, Eastgate Professional Office Park Ltd. is a privately-held company that operates nonresidential buildings. It owns real properties located at 4360, 4355, 4357, 4358 Ferguson Drive, Cincinnati, Ohio, valued at $8.61 million. Eastgate Professional Office Park sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on Sept. 12, 2017. Gregory K. Crowell, manager, signed the petition. At the time of the filing, the Debtor disclosed $8.64 million in assets and $9.31 million in liabilities. Judge Jeffery P. Hopkins presides over the case. Goering & Goering LLC the Debtor's bankruptcy counsel. No creditors' committee, trustee or examiner has been appointed. EMMAUS LIFE: Delays Filing of Annual Report ------------------------------------------- Emmaus Life Sciences, Inc., said it has been unable to complete its internal process for its consolidated financial statements for the year ended Dec. 31, 2017. "Specifically, we are evaluating the appropriate accounting treatment from the impacts of the Tax Cuts and Jobs Act (the Act) as well as certain debt and warrant issuances to a lender with potential derivative liability characteristics during the year ended December 31, 2017," the Company stated in a Form 12b-25 with the Securities and Exchange Commission. "We are in the process of completing these evaluations and other required work on these reports. Based upon our evaluation to date, we do not anticipate that any adjustments resulting from these efforts will be material." Emmaus Life expects to file its Annual Report on Form 10-K for the year ended Dec. 31, 2017 within the time period permitted by Rule 12b-25. About Emmaus Life Headquartered in Torrance, California, Emmaus Life Sciences, Inc. -- http://www.emmausmedical.com/-- is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. Emmaus Life Sciences reported a net loss of $21.17 million for the year ended Dec. 31, 2016, compared to a net loss of $13.50 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Emmaus Life had $33.60 million in total assets, $89.48 million in total liabilities and a total stockholders' deficit of $55.88 million. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. EMMAUS LIFE: Repurchases Shares from Sarissa for $7.5 Million ------------------------------------------------------------- Emmaus Life Sciences, Inc., has entered into a securities repurchase agreement with Sarissa Capital Offshore Master Fund LP, under which the Company has repurchased from Sarissa 700,000 shares of its common stock and common stock purchase warrants to purchase up to 800,000 shares of its common stock for a cash price of $7.5 million. The Securities Repurchase Agreement contains customary representations and warranties of the parties. A full-text copy of the Securities Repurchase Agreement is available for free at https://is.gd/xz1tec About Emmaus Life Headquartered in Torrance, California, Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. Emmaus Life reported a net loss of $21.17 million for the year ended Dec. 31, 2016, compared to a net loss of $13.50 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Emmaus Life had $33.60 million in total assets, $89.48 million in total liabilities and a total stockholders' deficit of $55.88 million. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. EMMAUS LIFE: Sarissa Now Owns 1.4% After Repurchase Transaction --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Sarissa Capital Management LP, Alexander J. Denner, Ph.D., and Sarissa Capital Offshore Master Fund LP reported that as of March 28, 2018, they may be deemed to beneficially own, in the aggregate, 497,657 Shares representing approximately 1.4% of Emmaus Life Sciences, Inc.'s outstanding shares (based upon the 34,873,611 shares stated to be outstanding as of Nov. 10, 2017 by the Issuer in the Issuer's Form 10−Q for the quarterly period ended Sept. 30, 2017). On March 29, 2018, Emmaus Life and Sarissa Capital Offshore Master Fund LP entered into a securities repurchase agreement pursuant to which the Issuer repurchased from Sarissa Offshore 700,000 Shares and Warrants to purchase 800,000 Shares for an aggregate repurchase price of $7,500,000. As a result of the consummation of the transactions contemplated by the Repurchase Agreement, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares on March 30, 2018. A full-text copy of the regulatory filing is available at: https://is.gd/ncZYAb About Emmaus Life Headquartered in Torrance, California, Emmaus Life Sciences, Inc. -- http://www.emmausmedical.com/-- is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. Emmaus Life Sciences reported a net loss of $21.17 million for the year ended Dec. 31, 2016, compared to a net loss of $13.50 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Emmaus Life had $33.60 million in total assets, $89.48 million in total liabilities and a total stockholders' deficit of $55.88 million. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. ENSONO LP: S&P Assigns 'B-' Corp Credit Rating, Outlook Positive ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' corporate credit rating to Chicago-based Ensono LP. The outlook is positive. S&P said, "At the same time, we assigned a 'B' issue-level rating and '2' recovery rating to the company's proposed senior secured first-lien credit facilities, which consist of a $60 million revolving credit facility maturing in 2023 and a $460 million term loan maturing in 2025. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 80%) recovery for lenders in the event of a payment default. "We also assigned a 'CCC' issue-level rating and '6' recovery rating to the company's proposed $123 million senior secured second-lien term loan maturing in 2026. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 5%) recovery for lenders in the event of a payment default." The rating on Ensono primarily reflects significant revenue concentration among its top customers, competition from larger managed cloud providers, significantly lower margins compared to data center peers, some degree of integration risk associated with the acquisition, elevated pro forma leverage of 7.5x, and limited FOCF over the next year. These risks are somewhat offset by its unique position offering mainframe and midrange services, its focus on larger enterprise customers, and good revenue visibility provided by multiyear contracts. The positive outlook reflects the potential for a higher rating over the next 12 to 18 months if the company successfully integrates DCS and good operating performance results in leverage improving below 6.5x on a sustained basis. S&P said, "We could raise the rating if healthy sales growth, stable churn, synergy realization, and higher EBITDA margins result in leverage improving below 6.5x on a sustained basis. An upgrade would also require our confidence that the competitive environment will remain supportive of growth prospects and stable pricing. "We could revise the outlook to stable if adjusted leverage remains above 6.5x on a sustained basis. This could occur if there are integration missteps or if competitive pressures result in lower sales growth, elevated churn, pricing pressure, and margin pressure, preventing the company from improving currently elevated leverage of 7.5x. This would require margins to underperform our base-case forecast by 150 basis points in 2018. "We could lower the rating if there is a degradation in operating performance due to integration missteps, or if increased competition leads to an uptick in churn or pricing pressure, resulting in lower EBITDA that ultimately hurts the company's liquidity position and makes the capital structure unsustainable over the longer term." EPIC CHURCH: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Epic Church of Lakeland, Inc. as of April 9, according to a court docket. About Epic Church of Lakeland f/k/a TLC Family Church Epic Church of Lakeland, Inc., is a religious organization in Lakeland, Florida. It is the fee simple owner of real properties located at 1115 E Memorial Blvd. Lakeland, FL 33801 and 2720/2728 S Crystal Lake Drive Lakeland, FL 33801 having an aggregate current value of $1.97 million. The Company posted gross revenue of $515,885 in 2017 and gross revenue of $576,108 in 2016. Epic Church of Lakeland is affiliated with Treehouse Preschool Academy, Inc., which sought bankruptcy protection on March 2, 2018 (Bankr. M.D. Fla.). Epic Church of Lakeland, Inc., f/k/a TLC Family Church, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01629) on March 5, 2018. In the petition signed by Kimberley Bedient, secretary and treasurer, the Debtor disclosed $2.30 million in assets and $1.34 million in liabilities. Pierce J Guard, Jr., Esq., at the Guard Law Group, PLLC, is the Debtor's counsel. ETTORE'S BAKERY: Seeks Chapter 11 Protection -------------------------------------------- Ettore's Bakery & Cafe has filed for Chapter 11 bankruptcy protection, but plans to keep its production facility and two restaurants open, Sonya Sorich, writing for Sacramento Business Journal, reports. According ot the report, Ettore's founder, Swiss pastry chef Ettore Ravazzolo, will reassume his role as CEO after temporarily stepping away with plans to retire. Ettore's has a production facility, as well as one restaurant on Fair Oaks Boulevard near Howe Avenue and another in Roseville, which opened last year. According to the report, Mr. Ravazzolo attributed the Chapter 11 filing to the expenses that came with expanding to Roseville. "This action was our only alternative," Mr. Ravazzolo said in a news release, according to Business Journal. "The day-to-day operations are fine and profitable but these large contracts and loans for expansion make it impossible to continue without some relief." FEDERAL-MOGUL: S&P Places 'B-' on Watch Positive Amid Tenneco Deal ------------------------------------------------------------------ S&P Global Ratings placed its 'B-' long-term corporate credit and issue ratings on Federal-Mogul LLC and the company's debt on CreditWatch with positive implications. The CreditWatch placement follows Tenneco's announcement to acquire Federal-Mogul. Federal-Mogul is being acquired from Icahn Enterprises L.P. for a total consideration of $5.4 billion to be funded through cash, Tenneco equity, and the assumption of debt. Tenneco also said that it intends to separate the combined businesses into two independent, publicly traded companies through a tax-free spin-off to shareholders that will establish an aftermarket and ride performance company and a powertrain technology company. S&P expects the acquisition to close in the second half of 2018—subject to regulatory and shareholder approvals and other customary closing conditions—with the separation occurring in the second half of 2019. S&P plans to resolve the CreditWatch following completion of the acquisition, which will result in equalizing the ratings with Tenneco. FENIX PARTS: Massachusetts Financial No Longer a Shareholder ------------------------------------------------------------ Massachusetts Financial Services Company reported in a Schedule 13G/A filed with the Securities and Exchange Commission that as of March 30, 2018, it has ceased to be the beneficial owner of shares of common stock of Fenix Parts, Inc. A full-text copy of the regulatory filing is available for free at: https://is.gd/sSifNr About Fenix Parts Westchester, Illinois-based Fenix Parts, Inc. (Pink Sheets: FENX), is a recycler and reseller of original equipment manufacturer ("OEM") automotive products. The company's primary business is auto recycling, which is the recovery and resale of OEM parts, components and systems reclaimed from damaged, totaled or low value vehicles. Customers include collision repair shops (body shops), mechanical repair shops, auto dealerships and individual retail customers. Fenix reported a net loss of $42.86 million in 2016, a net loss of $26.04 million in 2015, and a net loss of $4.74 million in 2014. As of March 31, 2017, Fenix had $87.50 million in total assets, $55.58 million in total liabilities and $31.91 million in total shareholders' equity. Crowe Horwath LLP, in Oak Brook, IL, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has incurred recurring losses from operations, was out of compliance with certain of its credit facility covenants during 2016 and has been operating under forbearance agreements with its lender, with the latest forbearance agreement maturing on Aug. 31, 2017. The Company does not have sufficient liquidity to make full payment on the debt. The auditors said these factors raise substantial doubt about the Company's ability to continue as a going concern. FERRO CORP: S&P Rates New Sec. Credit Facility & Term Loans 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '3' recovery ratings to Ferro Corp.'s proposed $500 million credit facility, and $335 million and $235 million first-lien term loans. S&P said, "Additionally, we assigned our 'BB-' issue-level and '3' recovery ratings to Ferro's proposed $230 million first-lien term loan borrowed by wholly owned subsidiary Ferro GmbH. The '3' recovery rating reflects our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery prospects in the event of a payment default. We expect the company will use proceeds to refinance its existing indebtedness and will use a relatively small portion for general corporate purposes." S&P said, "We also affirmed our 'BB-' issue-level rating and revised our recovery rating to '3' from '4' on Ferro's existing credit facility, and U.S. dollar- and euro-denominated term loans. We will withdraw the ratings on the existing U.S. dollar- and euro-denominated term loans and existing credit facility once they have been fully repaid. We have increased our emergence EBITDA to approximately $128 million from our previous expectation of approximately $100 million because of fundamental changes in Ferro's business that have improved EBITDA generation. This fundamental change is the result of improvements in Ferro's organic business as its applications are now specialized. We have also incorporated the company's bolt-on acquisition strategy that has increased product offering and technological capabilities. Still, our emergence EBITDA represents a decline from 2017 EBITDA consistent with our assumptions on similarly rated companies." S&P's 'BB-' corporate credit rating and stable rating outlook on Ferro Corp. are unchanged. RECOVERY ANALYSIS Key Analytical Factors S&P said, "We continue to value the company on a going-concern basis using a 5.5x multiple of our emergence EBITDA. The 5.5x EBITDA multiple is in line with that used for similarly rated specialty chemical peers such as GCP Applied Technologies Inc. "Our increased emergence EBITDA of about $128 million is an increase from our prior expectations of about $100 million due to fundamental changes in Ferro's business that have improved EBITDA generation. This change is the result of improvements in Ferro's organic business as its applications have become specialized. We have also included Ferro's bolt-on acquisition strategy that has resulted in increased technological capabilities and additional products. Our emergence EBITDA still represents a decline from 2017 that is consistent with our assumptions on similarly rated companies such as Trinseo S.A. "Our simulated default scenario contemplates a default in 2022 as Ferro's operating performance would significantly deteriorate in the wake of a sharp economic downturn that caused significantly reduced demand in end markets such as building and construction, automotive, electronics, and appliances. This would combine with sustainably increased competitive pressure within the specialty Simulated default assumptions: -- Year of default: 2022 -- EBITDA at emergence: $128 million -- EBITDA multiple: 5.5x -- Net recovery value (after 5% administrative expenses): $668 million Simplified waterfall: -- Recovery from direct collateral: $583 million -- Residual unencumbered foreign value (1): $85 million -- Net enterprise value (after 5% administrative expense): $668 million -- Secured first-lien debt: $1.239 billion (2) --First-lien recovery range: 50% to 70% (rounded estimate: 50%) Notes: All numbers are approximate and debt amounts include six months of prepetition interest. (1) Unencumbered residual value represents 35% of foreign stock not otherwise pledged to the secured lenders as collateral. (2) Assumes that the $500 million revolver is 85% drawn, and principal amortization on the term loans are made up to the default year. RATINGS LIST Ferro Corp. Corporate credit rating BB-/Stable/-- New Rating Senior Secured Ferro Corp. Senior Secured $500 mil credit fac BB- Recovery rating 3(50%) $335 mil 1st-lien term loan BB- Recovery rating 3(50%) $235 mil 1st-lien term loan BB- Recovery rating 3(50%) Ferro GmbH Senior Secured $230 mil 1st-lien term loan BB- Recovery rating 3(50%) Issue-Level Rating Affirmed; Recovery Rating Revised To From Ferro Corp. Senior Secured BB- BB- Recovery Rating 3(50%) 4(45%) FOREVERGREEN WORLDWIDE: Delays Filing of 2017 Annual Report ----------------------------------------------------------- Forevergreen Worldwide Corp. was unable to file its Form 10-K for the period ended Dec. 31, 2017 within the prescribed time period due to its difficulty, without unreasonable effort and expense, to complete the financial and other information required for such report, according to a Form 12b-25 filed by the Company with the Securities and Exchange Commission. About ForeverGreen Worldwide Orem, Utah-based ForeverGreen Worldwide Corporation is a holding company that operates through its wholly owned subsidiary, ForeverGreen International, LLC. ForeverGreen specializes in the development, manufacturing and marketing of a comprehensive line of, meal replacements shakes, nutritional beverages, and marine phytoplankton products. For the year ended Dec. 31, 2016, ForeverGreen reported a net loss of $5.90 million on $40.27 million of net total revenues for the year ended Dec. 31, 2016, compared to a net loss of $2.62 million on $67.12 million of net total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, ForeverGreen had $4.37 million in total assets, $12.74 million in total liabilities and a total stockholders' deficit of $8.37 million. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered net losses since inception and has accumulated a significant deficit. These factors raise substantial doubt about its ability to continue as a going concern. FRASER'S BOILER: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Fraser's Boiler Service, Inc. 400 Union Ave. SE, Suite 200 Olympia, WA 98501 Type of Business: Fraser's Boiler Service, Inc. is a boiler, tank, and shipping container manufacturer in Olympia, Washington. Chapter 11 Petition Date: April 9, 2018 Case No.: 18-41245 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Hon. Brian D Lynch Debtor's Counsel: Darren R Krattli, Esq. EISENHOWER CARLSON PLLC 1201 Pacific Ave Ste 1200 Tacoma, WA 98402 Tel: 253-572-4500 E-mail: dkrattli@eisenhowerlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by David J. Gordon, president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wawb18-41245.pdf FREDDIE MAC: Christopher Herbert Elected to Board of Directors -------------------------------------------------------------- Christopher E. Herbert was elected as a director on Freddie Mac's board of directors, effective March 29, 2018. Mr. Herbert, 57, has extensive experience relating to housing policy and urban development. "We are very pleased that Chris is joining the Freddie Mac Board," said Christopher S. Lynch, Freddie Mac's non-executive chairman. "His deep understanding of housing issues and policy will help the Board advance Freddie Mac's mission to support the stability of the housing market and promote housing affordability." Mr. Herbert has been the managing director for Harvard University's Joint Center for Housing Studies and a lecturer in Urban Planning and Design at the Harvard Graduate School of Design since January 2015. Prior to his appointment as managing director, he served as research director from 2010-2014 and was a Research Analyst from 1993-1997. From 1997 to 2010, Mr. Herbert was a senior associate at Abt Associates, Inc. He currently serves on the Board of Directors of the Homeownership Preservation Foundation and is a Trustee of Greenpath Financial Wellness. Mr. Herbert also is a member of the Advisory Board of the Milken Institute Center for the Future of Aging and the Advisory Council for the Center for Responsible Lending and is a fellow at the University of Wisconsin-Madison's Center for Financial Security. He is a former member of the Federal Reserve Bank of Boston's Community Development Research Advisory Council. Mr. Herbert holds a PhD and master's degree from Harvard University and a bachelor's degree from Dartmouth College. About Freddie Mac Headquartered in McLean, Virginia, Federal Home LoanMortgage Corporation (OTCBB: FMCC, better known as Freddie Mac -- 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 increased future support and capital investments of up to $200 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. FRONTIER COMMUNICATIONS: Egan-Jones Cuts Comm. Paper Ratings to C ----------------------------------------------------------------- Egan-Jones Ratings Company, on April 5, 2018, downgraded the foreign currency and local currency ratings on commercial paper by Frontier Communications Corp to C from B. Frontier Communications Corporation is a telecommunications company in the United States. It was known as Citizens Utilities Company until May 2000 and Citizens Communications Company until July 31, 2008. FTE NETWORKS: Reports Second Half 2017 Preliminary Results ---------------------------------------------------------- FTE Networks, Inc., reported unaudited preliminary revenue results for the six months ended Dec. 31, 2017. Second half results for July 1 - Dec 31 (2 complete quarters as a consolidated operation) * Total revenue of approximately $189.6 million * Gross margin of approximately 16.0% * Net income of approximately $(6.7) million * Adjusted net income of approximately $9.6 million * Adjusted EBITDA of approximately $15.1 million for six months ended December 31, 2017 * Adjusted diluted earnings per share of approximately $1.73 * Achieved a combined backlog of approximately $434 million as of December 31, 2017, which includes several Master Services Agreements * Successfully uplisted to the New York Stock Exchange (American) in December 2017. * Announced new infrastructure and technology expansion projects valued at approximately $108.5 million in 2018 "Our initial six months as a consolidated operation have produced strong results, including our highest quarter of revenue generation since inception, which underscores our confidence in the business as we enter 2018," commented Michael Palleschi, FTE Networks' chief executive officer. "During the fourth quarter, we successfully launched our CrossLayer technology platform as a foundational service offering to our Benchmark Builders client base, which drove a record backlog of $434 million at year-end, which includes several Master Services Agreements. With our strategically structured and integrated organization that provides both technology and infrastructure services, we have secured both new customers and re-occurring projects with Fortune 100/500 companies and top-ranking REITs." Mr. Palleschi continued, "During 2017, FTE acquired and integrated Benchmark Builders, a tier one firm in the coveted New York City market, which both enhanced our top-and-bottom lines and created an ideal sales channel for our first to market compute-to-the-edge technology powered by CrossLayer. These accomplishments were instrumental in the achievement of a key corporate milestone of uplisting to the New York Stock Exchange (American) in December 2017. This distinction allows for the potential of greater liquidity and access to capital, as well as expanded communications to our investor base." Outlook for 2018 "The momentum in our business has continued into 2018, as we announced more than approximately $108.5 million in new contracts during the first quarter. We believe that FTE's integrated business model represents a new paradigm that spans both the technology and infrastructure sectors. Further, we are confident that the patent-pending CrossLayer technology platform positions FTE to equip our clients with innovative, technology-oriented solutions that offer their commercial tenants a cutting-edge high speed networking experience, powered by edge computing, while providing the Company with enhanced efficiencies and margins, driving sustainable profitability and shareholder value," concluded Mr. Palleschi. These are preliminary unaudited financial results and remain subject to the completion of the Company's customary quarterly and annual close and review procedures. Material adjustments may arise between the date of this release and the date on which the Company announces its fourth quarter and annual 2017 results and files its Form 10-K with the SEC, which is anticipated to occur on April 17, 2018. About FTE Networks Formerly known as Beacon Enterprise Solutions Group, FTE Networks, Inc. -- http://www.ftenet.com/-- is a provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings. FTE's three complementary businesses are FTE Network Services, CrossLayer, Inc. and Benchmark Builders, Inc. Together they provide end-to-end design, build and support solutions for state-of-the-art networks and commercial properties to create the most transformative smart platforms and buildings. FTE's businesses are predicated on smart design and consistent standards that reduce deployment costs and accelerate delivery of innovative projects and services. The company works with Fortune 100/500 companies, including some of the world's leading communications services providers. FTE Networks and its subsidiaries support multiple services, including Data Center Infrastructure, Fiber Optics, Wireless Integration, Network Engineering, Internet Service Provider, General Contracting Management and General Contracting. FTE Networks is based in Naples, Florida. FTE Networks reported a net loss attributable to common shareholders of $6.31 million on $12.26 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $3.63 million on $14.38 million of revenues for the year ended Sept. 30, 2015. As of Sept. 30, 2017, FTE Networks had $149.8 million in total assets, $133.2 million in total liabilities and $16.55 million in total stockholders' equity. FTE NETWORKS: Seeks Extension of Form 10-K Filing Deadline ---------------------------------------------------------- FTE Networks, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying that it will delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. "Due to unforeseeable circumstances which caused a delay in the final review of the financial statements for the period ended December 31, 2017, the Registrant respectfully requests an extension for the filing of its Annual Report on Form 10-K for the period ended December 31, 2017," the Company stated in the SEC filing. About FTE Networks Formerly known as Beacon Enterprise Solutions Group, FTE Networks, Inc., together with its wholly owned subsidiaries, is an international networking infrastructure service solutions company. The Company -- http://www.ftenet.com/-- designs, builds, and supports telecommunications and technology systems and infrastructure services for Fortune 500 companies operating four telecommunications markets; Data Center Infrastructure, Fiber Optics, Wireless Integration, and Surveillance & Security. FTE Networks is headquartered in Naples, Florida, with offices throughout the United States and Europe. FTE Networks reported a net loss attributable to common shareholders of $6.31 million on $12.26 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $3.63 million on $14.38 million of revenues for the year ended Sept. 30, 2015. As of Sept. 30, 2017, FTE Networks had $149.8 million in total assets, $133.2 million in total liabilities and $16.55 million in total stockholders' equity. GELTECH SOLUTIONS: Provides Business Update to Shareholders ----------------------------------------------------------- GelTech Solutions, Inc., issued an investor letter on April 4, 2018, providing its shareholders with an update of the Company's business. A full-text copy of the letter, which is an update to its Feb. 6, 2018 letter to shareholders, is as follows: Dear Shareholder: The major themes from the last year have continued to advance. We have taken on new clients in the Utilities and Wildfire Divisions, and new International Distributors. In addition, the number of inquiries for new applications of already developed technologies, like our Lithium Battery Suppression System, are coming at an increasing rate from global companies that are in the suppression system business. In the Wildland division, we have taken on two new customers already this year. It is early in the year and the start of Fire Season for most of the country is still a few months away. We believe that additional states will begin evaluation programs before the upcoming season. All of our existing customers remain committed to using our products and we are working to expand our programs within these agencies. The Utility Division has initiated two additional pilot programs for FireIce extinguishers with electric utilities on the East Coast. Programs in the Utility Division continue to expand, with two new cities under one company's umbrella in the process of starting an extinguisher program for their service vehicles. This gives further validity to the safety and effectiveness of the FireIce Extinguisher versus the widely used dry chemical extinguishers. http://www.geltechsolutions.com/uploads/docs/1/20180129-0515_SS_FI-Extinguisher_Product_Comparison.compressed.pdf In addition, we processed a repeat order for FireIce to be used to fight manhole fires, with the Northeast electric utility we have been working with for the past five years. We have taken on new distributors in Israel and Brazil, who have already placed initial purchases and started demos with their target clients in the Defense, Private Timber and Mining industries. We are under discussions with other national distributors for our products specifically for the Cell Tower business and for Electric Utilities. We believe these additional distributors will improve our reach into these market segments and strengthen our resources to close deals in 2018. Several new opportunities have arisen recently in areas where our technologies may be utilized. This presents us with a great opportunity to capitalize on our already completed R&D with little additional expense. GelTech has received inquiries and started projects with several major companies including companies who sell fire suppression systems or use or manufacture lithium batteries in large configuration systems, such as personal vehicles, storage, mass transportation and large recharging systems. Because FireIce can effectively cool, suppress and remain non-toxic over 5000 degrees F, we expect to continue to work with and be utilized in these applications. Soil2O for soil amendment (Granular and Topical) have received an increased amount of interest from around the world in the first three months of this year. We expect to engage on one or two additional international distributors for these products in the next few months. We have also begun discussions with a company that manufactures large scale dust suppression equipment. We believe that the introduction of Soil2O Dust Control into their existing equipment presents a great opportunity for both organizations and better results for their clients. There have already been repeat sales with existing clients, including a response to another landfill fire in the Bahamas, which was quickly brought under control with the use of FireIce products. This was arranged by our Rep in the Bahamas, who is also working on new projects that may come about in 2018 with the Bahamian Government and the local Utility. As previously mentioned Gerry Kaiser joined GelTech Solutions back in July of 2017 to assist in the Utility space. Gerry is a veteran Sales Executive from the Electric Utility industry. He held numerous Executive Management positions in Sales and Product Management with Schlumberger Industries, Cellnet Technologies and most recently Landis+Gyr. Gerry has instilled a sales methodology and process to help focus the organization in closing pursuits. His extensive experience in channel management will be leveraged as we optimize our distributor and manufacturer's rep network. It is for these reasons we have promoted Gerry to National Sales Manager for all non-Wildland activities. Although our revenue for the quarter will not exceed revenue for the first quarter of 2017, last year's first quarter revenue included a $186,000 sale to the Bahamas which accounted for 48% of our first quarter sales. Excluding sales to the Bahamas in 2017, 2018 first quarter revenues were above 2017 first quarter revenues. Regards, Michael Reger President, GelTech Solutions About GelTech Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. GelTech reported a net loss of $4.16 million on $1.15 million of sales for the year ended Dec. 31, 2017, compared to a net loss of $4.67 million on $1.20 million of sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Geltech Solutions had $2.37 million in total assets, $7.12 million in total liabilities and a total stockholders' deficit of $4.75 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a net loss and cash used in operations of $4,161,765 and $3,082,347, respectively, in 2017 and a stockholders' deficit and accumulated deficit of $4,758,809 and $52,119,691 respectively, at Dec. 31, 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. GEM HOSPITALITY: Judge Won't Appoint Case Trustee, Urges Talks -------------------------------------------------------------- Steve Tarter, writing for the Journal Star (city of Peoria), reports that U.S. Bankruptcy Judge Thomas Perkins denied a request to appoint a Chapter 11 trustee in GEM Hospitality LLC's bankruptcy case. The Journal Star relates the city of Peoria has alleged that GEM, owned by Gary Matthews, the developer of the Marriott Pere Marquette and adjoining Courtyard by Marriott, has mismanaged the hotel properties and failed to pay bills that's led to foreclosure and bankruptcy proceedings. The city's attorneys sought appointment of a Chapter 11 trustee to replace Jeff Varsalone, GEM's chief restructuring officer. The report relates Elizabeth Vandesteeg, one of GEM's attorneys, said that day-to-day operations were going smoothly under the interim management arrangement. "The hotels are operating on a positive cash-flow basis, showing an increase of $250,000 ahead of budget," she said, according to the report. Judge Perkins heard arguments at a hearing April 10 from attorneys for GEM; the city of Peoria; and the INDURE Build-to-Core Fund, the union pension fund that provided primary financing for reconstructing the historic structure. INDURE is the largest lien holder in the case. It was set to bid on the hotel properties had the auction taken place last month. According to the report, Judge Perkins ruled to keep the CRO in place after conferring with INDURE's attorney. The report notes Judge Perkins urged the parties to try to come to agreement on some of the issues. "I've urged the parties to find a resolution. The quicker we can get to a sale, the better for everybody," he said. The judge also denied a motion by GEM to keep the names of small investors out of the press, the report adds. Journal Star also relates Mr. Matthews may be called on to testify at an April 20 hearing in the bankruptcy case. According to a report by 1470 WMBD, Mr. Matthews placed his Company under bankruptcy protection to stave off a foreclosure sale for the Pere Marquette Hotel. 1470 WMBD relates senior lending group INDURE Build-to-Core Fund, the real estate arm of the Electrical Workers Pension Fund, filed a foreclosure judgement against Mr. Matthews' company in February for failure to make payments. The City of Peoria, which holds the second mortgage on the Pere Marquette property, is owed over $8 million. In another report, 1470 WMBD said INDURE asked the Peoria County Court to enter a foreclosure judgement of nearly $39 million against the hotel. About GEM Hospitality GEM Hospitality, LLC, and its affiliates are privately held companies in Peoria, Illinois, engaged in activities related to real estate. GEM is owned by Gary Matthews and his partners. Mr. Matthews is the developer of the Marriott Pere Marquette and adjoining Courtyard by Marriott. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Lead Case No. 18-80361) on March 17, 2018. The petition was signed by Jeffrey T. Varsalone, the Debtors' chief restructuring officer. Mr. Varsalone is managing director of CBIZ MHM, LLC. The Debtors estimated assets and liabilities of $50 million to $100 million. Judge Thomas L. Perkins presides over the cases. Jonathan P. Friedland, Esq., at Sugar Felsenthal Grais & Helsinger LLP, serves as counsel to GEM. GREENTECH AUTOMOTIVE: Hires Crowell & Moring as Bankruptcy Counsel ------------------------------------------------------------------ GreenTech Automotive, Inc., and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Eastern District of Virginia (Alexandria) to hire Crowell & Moring LLP as their bankruptcy counsel, nunc pro tunc to Feb. 26, 2018. Professional services that C&M will render are: (a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued operation of their business operations; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) take necessary actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, and objecting to claims filed against the Debtors' estates; (d) assist the Debtors in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estates, and appearing in court on behalf of the Debtors in proceedings related thereto; (e) assist the Debtors in the preparation of a chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith, including attending court hearings; (f) represent the Debtors in matters which may arise in connection with their business operations, financial and legal affairs, dealings with creditors and other parties-in-interest, sales, and other transactional matters, litigation matters and in any other matters which may arise during these cases; and (g) perform all other necessary legal services in connection with the prosecution of these cases. Mark S. Lichtenstein, partner with the firm of Crowell & Moring LLP, attests that C&M is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. C&M's hourly rates range are: Partners: $505 to $1,115 Counsel/Associates: $275 to $1,020 Paralegals: $185 to $265 The firm can be reached through: Mark S. Lichtenstein, Esq. Crowell & Moring LLP 590 Madison Avenue, 20th Floor New York, NY 10022 Tel: (212) 223-4000 Fax: (212) 223-4001 Email: mlichtenstein@crowell.com About GreenTech Automotive GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in both assets and liabilities. The Hon. Brian F. Kenney presides over the cases. Kristen E. Burgers, Esq., at HIRSCHLER FLEISCHER PC, and Mark S. Lichtenstein, Esq., at CROWELL & MORING LLP, serve as co-counsel to the Debtors. GREENTECH AUTOMOTIVE: Hires Hirschler Fleischer as Local Counsel ---------------------------------------------------------------- GreenTech Automotive, Inc., and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Eastern District of Virginia (Alexandria) to hire Hirschler Fleischer as their local bankruptcy counsel nunc pro tunc to February 26, 2018. Professional services that HF will render are: (a) advise the Debtors with respect to local practice and procedure; (b) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued operation of their businesses; (c) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (d) take necessary actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, and, where appropriate, objecting to claims filed against the Debtors' estates; (e) assist the Debtors in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estate, and appearing in Court on behalf of the Debtors in proceedings related thereto; (f) assist the Debtors in the preparation of a Chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith, including attending court hearings; (g) represent the Debtors in matters which may arise in connection with their business operations, financial and legal affairs, dealings with creditors and other parties-in-interest, sales, and other transactional matters, litigation matters and in any other matters which may arise during this case; and (h) perform all other necessary legal services in connection with the prosecution of these Chapter 11 Cases. HF received a retainer from GreenTech on February 23, 2018 in the amount of $75,000.00 in contemplation of the filing of these Chapter 11 Cases. Kristen E. Burgers, principal with the law firm of Hirschler Fleischer, attests that HF is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kristen E. Burgers, Esq. HIRSCHLER FLEISCHER 8270 Greensboro Drive, Suite 700 Tysons, VA 22102 Tel: (703) 584-8900 Fax: (703) 584-8901 E-mail: kburgers@hf-law.com About GreenTech Automotive GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in both assets and liabilities. The Hon. Brian F. Kenney presides over the cases. Kristen E. Burgers, Esq., at HIRSCHLER FLEISCHER PC; and Mark S. Lichtenstein, Esq., at CROWELL & MORING LLP, serve as co-counsel to the Debtors. GRESHAM & GRAHAM: Disclosure Statement Hearing Set for May 1 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona is set to hold a hearing on May 1 to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan of reorganization for Gresham & Graham General Partnership. The hearing will be held at 10:00 a.m., at Courtroom 703. Gresham & Graham's latest plan proposes to make a monthly payment of $3,389.47 for the Class 2-B secured claim of Select Portfolio Servicing or the holder of the beneficial interest under a first position deed of trust on the San Diego property. Select Portfolio is owed $685,000 as of the petition date, according to Gresham & Graham's latest disclosure statement filed on March 22. A copy of the second amended disclosure statement is available for free at: http://bankrupt.com/misc/azb17-08801-54.pdf About Gresham & Graham General Partnership Headquartered in Tempe, Arizona, Gresham & Graham General Partnership listed its business as a single asset real estate (as defined in 11 U.S.C. Section. 101(51B)). Its principal assets are located at 3907 Gresham Street #6, San Diego, CA 92109. Gresham & Graham filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-08801) on July 31, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Theresa Littler, general partner. Judge Eddward P. Ballinger Jr. presides over the case. The Debtor hired the Law Office of Blake D. Gunn as its legal counsel. The Debtor previously sought bankruptcy protection on Jan. 20, 2012 (Bankr. D. Ariz. Case No. 12-01091) and Aug. 20, 2012 (Bankr. D. Ariz. Case No. 12-18559). The Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization on January 10, 2018. HELIOS AND MATHESON: Expects $153 Million Loss for 2017 ------------------------------------------------------- Helios and Matheson Analytics Inc. was unable to file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017 within the prescribed period due to the Company requiring additional time to work internally with its staff and externally with its outside auditors to prepare and finalize the Annual Report. The Company fully expects to file its Form 10-K within the additional time allowed by this notice. The Company's net loss for the fiscal year ended Dec. 31, 2017 is significantly larger than its loss for the fiscal year ended Dec. 31, 2016, due primarily to the costs associated with the Company's financing activities during 2017, the full year results of the Company's November 2016 acquisition of Zone Technologies, Inc. and the Company's December 2017 acquisition of a majority of MoviePass Inc. The Company had increases in revenue and increases in costs of sales, and the Company had a significant increase in the cost of financing activities. The net loss is expected to be approximately $153 million, of which approximately $101 million is attributable primarily to derivative expenses and other non-cash financing costs and the balance is attributable to loss from operations. About Helios and Matheson Helios and Matheson Analytics Inc. (NASDAQ: HMNY) provides information technology consulting, training services, software products and an enhanced suite of services of predictive analytics. Servicing Fortune 500 corporations and other large organizations, HMNY -- http://www.hmny.com/-- focuses mainly on BFSI technology verticals. HMNY's solutions cover the entire spectrum of IT needs, including applications, data, and infrastructure. HMNY is headquartered in New York, NY and listed on the NASDAQ Capital Market under the symbol HMNY. Helios and Matheson reported a net loss of $7.38 million for the year ended Dec. 31, 2016, 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 total shareholders' deficit of $26.17 million. As of Dec. 31, 2016, the Company had cash and working capital of $2,747,240 and $1,229,389, respectively. During the year ended Dec. 31, 2016, the Company used cash from operations of $2,134,313. In addition, as of the date the financial statements were issued, the Company has notes receivable of $6,900,000 from a convertible note holder. Management believes that current cash on hand coupled with the notes receivable makes it probable that the Company's cash resources will be sufficient to meet the Company's cash requirements through approximately April 2018. If necessary, management also determined that it is probable that external sources of debt and/or equity financing could be obtained based on management's history of being able to raise capital coupled with current favorable market conditions. As a result of both management's plans and current favorable trends in improving cash flow, the Company concluded that the initial conditions which raised substantial doubt regarding the ability to continue as a going concern have been alleviated. HEXION INC: Parent OKs 2018 Annual Incentive Plan for Employees --------------------------------------------------------------- The Compensation Committee of the Board of Managers of Hexion Holdings LLC, the indirect parent company of Hexion Inc., approved the 2018 annual incentive compensation plan for employees of the Company, including the Company's named executive officers and other specified members of management. Under the 2018 IC Plan, named executive officers have the opportunity to earn cash bonus compensation based upon the achievement of certain corporate or business unit performance targets established with respect to the plan. The performance targets are established based on the following performance criteria: EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude certain non-cash, certain non-recurring expenses and discontinued operations; environment, health & safety targets which measure severe incident factor OSHA recordable injuries, occupational illness and injury rates, and total environmental incidents; and cash flow. The performance criteria for participants are weighted by component. Participants have 55% of their incentive compensation tied to achieving corporate or business unit Segment EBITDA targets, 10% tied to the achievement of corporate EH&S goals, and 35% tied to the achievement of corporate or business unit cash flow targets. Minimum, target and maximum thresholds were established for the Segment EBITDA and cash flow performance criteria and target and maximum thresholds were established for the EH&S goals. The payouts for achieving the minimum thresholds are a percentage of the allocated target award for the component (beginning at 1% for Segment EBITDA and cash flow). The payouts for achieving the maximum thresholds are 175% or 200% of the allocated target award, depending on the participant's position. Payouts for achieving the applicable EH&S measures range from 100% to 200% of the allocated EH&S target award. Each performance measure under the 2018 IC Plan acts independently such that a payout of one element is possible even if the minimum target threshold for another is not achieved. About Hexion Based in Columbus, Ohio, Hexion Inc. -- http://www.hexion.com/-- is a producer of thermosetting resins, or thermosets, and a producer of adhesive and structural resins and coatings. Thermosets are a critical ingredient in most paints, coatings, glues and other adhesives produced for consumer or industrial uses. Hexion Inc. serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Inc. is controlled by investment funds affiliated with Apollo Global Management, LLC. Hexion Inc. reported a net loss of $234 million for the year ended Dec. 31, 2017, compared to a net loss of $38 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Hexion had $2.09 billion in total assets, $4.83 billion in total liabilities and a total deficit of $2.74 billion. * * * In February 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Hexion Inc. and revised the rating outlook to stable from negative. S&P said it could lower the ratings during the next year if liquidity weakens from current levels, increasing the likelihood that Hexion might not meet its payment obligations. As reported by the TCR on Feb. 8, 2017, Moody's Investors Service affirmed the ratings of Hexion Inc. (Caa2 Corporate Family Rating) and changed its outlook to stable following the successful refinancing of its 1.5 lien notes due 2018. Hexion's Caa2 CFR reflects its elevated leverage of over 9 times, weak cash flow from operations and negative free cash flow. HIGHLINE AFTERMARKET: S&P Assigns 'B' CCR on South Win Acquisition ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to Memphis, Tenn.–based Highline Aftermarket Acquisition LLC. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level rating to the company's senior secured credit facilities, which include a $40 million revolving credit facility due in 2023 and a $368 million term loan due in 2025. The recovery rating on the revolver and senior secured term loan is '3', indicating our expectation for meaningful (50%-70%, rounded estimate: 50%) recovery in the event of a default. "Pro forma for transaction, we expect the company will have about $368 million in total reported debt outstanding. "Our ratings on Highline reflect its high debt leverage, small scale and scope, narrow focus in the highly fragmented automotive aftermarket industry, limited geographic presence, and its financial sponsor ownership. Still, Highline has a relatively stable business with recurring revenues, strong relationships with suppliers, good channel diversity, and generates modest positive free cash flow. "The stable outlook reflects our expectation that over the next year Highline will successfully integrate South/Win, grow topline and EBITDA, and generate positive free cash flow to modestly improve credit measures. We expect the company to modestly improve debt to EBITDA to around 5x from the low-5x area pro forma for the transaction. "We could lower our ratings if operating performance and margins decline substantially, leading to weaker profitability and cash flows. This could occur from fewer miles driven, escalating competition from e-commerce and other players in the space, key suppliers moving directly to distribute their own products, or unexpected operating missteps in the integration of South/Win. We could lower our ratings if the company's financial policy becomes more aggressive, with significant debt-financed acquisitions or dividends, resulting in debt to EBITDA sustained above 7x. We estimate this could occur if EBITDA falls over 20% or debt increases by $100 million. "Although unlikely in the next 12 months, we could raise our ratings if the company becomes less acquisitive and adopts a financial policy consistent with maintaining a debt-to-EBTIDA ratio below 5x on a sustained basis without the potential for a releveraging event." HILTON DOMESTIC: S&P Rates New $500MM Senior Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to Hilton Worldwide Holdings Inc.'s subsidiary borrower Hilton Domestic Operating Co. Inc.'s proposed $500 million senior unsecured notes due 2026. The '4' recovery rating reflects S&P's expectation for average (30% to 50%; rounded estimate: 35%) recovery for lenders in the event of a simulated payment default. All other ratings are unchanged. S&P said, "Despite the incremental unsecured debt issuance, we did not lower our issue-level ratings, or revise our recovery rating unfavorably, partly because we modestly increased our emergence valuation to reflect recent systemwide room growth." Hilton plans to use the proceeds of the notes issuance, along with cash on hand and drawings under its revolver, to finance the repurchase of up to 16.5 million shares (equivalent to $1.25 billion) of its stock from HNA HLT Holdco I LLC, a wholly owned subsidiary of HNA Tourism Group Co. Ltd. HNA filed a secondary public offering to sell up to all 82.5 million shares it owns of Hilton's stock. S&P said, "The portion of shares repurchased by Hilton will cause our measure of pro forma lease-adjusted debt to EBITDA on the company to spike to the low-4x area (from the high-3x area as of Dec. 31, 2017), but this level of leverage remains good compared to our 5x downgrade threshold. Hilton guided to a range for share repurchases in 2018 of between $1.0 billion to $1.4 billion, so we view this action as mostly an acceleration of already planned share repurchases." Recovery Analysis Key analytical factors S&P said, "We assigned our 'BB+' issue-level rating to Hilton Worldwide Holdings Inc.'s subsidiary borrower Hilton Domestic Operating Co. Inc.'s proposed $500 million senior unsecured notes due 2026. The recovery rating on this debt is '4', reflecting our expectation for average (30% to 50%; rounded estimate: 35%) recovery for lenders in the event of a simulated payment default. Issue-level ratings are unchanged at 'BB+', with a recovery rating of '4', on the company's existing senior unsecured notes issues. The issue-level ratings on Hilton's secured debt are unchanged and are capped at 'BBB-' because we now cap issue-level ratings for speculative-grade issuers at 'BBB-', regardless of our recovery rating in order to deemphasize the weight recovery plays in notching up issue ratings for issuers near the investment-grade threshold. "Our simulated default scenario contemplates a payment default in 2023, reflecting prolonged economic weakness and significantly reduced travel by corporate and leisure customers. We assume a reorganization following the default, using an emergence EBITDA multiple of 7.5x to value the company. We have chosen the high end of our recovery multiple range that we use for the leisure sector and a relatively large operational adjustment to arrive at our assumed level of emergence EBITDA to reflect the quality and scale of Hilton's portfolio of brands." Simplified waterfall -- Year of default: 2023 -- Emergence EBITDA: $822 million -- Multiple: 7.5x -- Net enterprise value after administrative expenses (5%): $5.9 billion -- Estimated secured debt: $4.6 billion --Recovery expectation: 90%-100% (rounded estimate: 95%) -- Estimated unsecured claims: $3.07 billion -- Value available for unsecured claims: $1.16 billion --Recovery expectation: 30%-50% (rounded estimate: 35%) -- All debt amounts include six months of prepetition interest. RATINGS LIST Hilton Worldwide Holdings Inc. Corporate Credit Rating BB+/Stable/-- New Rating Hilton Domestic Operating Co. Inc. $500 mil. notes due 2026 Senior Unsecured BB+ Recovery Rating 4 (35%) HOLY TRINITY BAPTIST: Queens Property Up for May 11 Auction ----------------------------------------------------------- Michael Fenton, Esq., as Referee, will sell at public auction at the Queens County Courthouse, Courtroom 25, 88-11 Sutphin Boulevard, Jamaica, NY on May 11, 2018 at 10:00 a.m., the real property and the buildings and improvements thereon, at 104-52 164th Street, Queens, NY (Block 10161 and Lot 30). The sale is being conducted pursuant to a Judgment of Foreclosure and Sale dated August 18, 2016 and entered on September 19, 2016, in the case, NYCTL 1998-2 TRUST AND THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND CUSTODIAN, Plaintiff, vs. THE HOLY TRINITY BAPTIST CHURCH OF CHRIST INC., ET AL., Defendant(s), pending in the Queens County Supreme Court. The approximate amount of judgment is $218,150.46 plus interest and costs. Counsel for Plaintiff: The Law Office of Thomas P. Malone, PLLC 60 East 42nd Street, Suite 553 New York, New York 10165 HOPEWELL RISK: Taps Lucas, Tucker, PC, CPAs, as Accountant ---------------------------------------------------------- Hopewell Risk Strategies, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to hire Randy Woolridge and the firm of Lucas, Tucker, P.C., CPAs, as accountants. The Debtor wishes to retain LTPC in connection with the preparation and filing of the Debtor's corporate federal tax return for the year 2017, as well as providing periodic financial reports, preparing annual budgets, and on-going accounting and financial consulting services, as may be needed. LTPC's current hourly rates are: Mr. Woolridge $150 Director $150 Manager $110 Staff Member $75 Data Entry/Clerical personnel $50 Randy O. Woolridge, managing director of Lucas Tucker, attests that his firm does not hold or represent an interest adverse to the bankruptcy estate, and is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Randy O. Woolridge Lucas, Tucker, P.C., CPAs 7525 Greenway Center Drive, Suite 111 Greenbelt, MD 20770 Tel: 301-345-3041 Fax: 301-345-3121 About Hopewell Risk Strategies Founded by an experienced healthcare executive and attorney, Hopewell Risk Strategies, LLC, is a healthcare management firm focused on delivering exceptional niche solutions and products across the healthcare delivery system. Hopewell Risk Strategies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-30875) on March 1, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Karen K. Brown presides over the case. Hoffman & Saweris, p.c., is the Debtor's legal counsel. HOUSTON AMERICAN: Lee Tawes Retires as Director ----------------------------------------------- Lee O. Tawes III retired as a director of Houston American Energy Corp on April 2, 2018. There was no known disagreement with Mr. Tawes on any matter relating to the Company's operations, policies or practices, according to a Form 8-K filed with the Securities and Exchange Commission. About Houston American Energy Based in Houston, Texas, Houston American Energy Corp. (NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an independent energy company with interests in oil and natural gas wells, minerals and prospects. The Company's business strategy includes a property mix of producing and non-producing assets with a focus on the Permian (Delaware) Basin in Texas, Louisiana and Colombia. Houston American reported a net loss of $2.03 million on $630,392 of oil and gas revenue for the year ended Dec. 31, 2017, compared to a net loss of $2.64 million on $165,910 of oil and gas revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Houston American had $7.56 million in total assets, $236,560 in total liabilities and $7.32 million in total shareholders' equity. HTW LLC: Has $460K Offer for Reisterstown and Finksburg Properties ------------------------------------------------------------------ HTW, LLC, asks the U.S. Bankruptcy Court for the District of Maryland the sale of two properties located at (i) 119 Hanover Road, Reisterstown, Maryland; and (ii) 3131 Hughes Road, Finksburg, Maryland, for the sum of $460,000. A hearing on the Motion is set for May 3, 2018. The objection deadline is April 18, 2018. The Debtor is the owner of the Properties. It estimates the Properties values at auction to be $450,000. Pursuant to Section 14-805(a) of the Tax Property Article of the Annotated Code of Maryland, Baltimore County has a first lien secured by the Properties for unpaid taxes. Their current claim as stated on their Proof of Claim 2-1 is $4,171. Pursuant to an Indemnity Deed of Trust dated Sept. 6, 2006, Madison Bank has a perfected lien on the Properties. Their claim as stated on Motion for Relief is $507,200. After receiving $59,917 pursuant to the consent order dated Feb. 13, 2018, as well as payments totaling $5,500, the total remaining is $441,783. No proof of claim has been filed. The Debtor has offered Madison Bank $460,000. The Debtor has contracts for the two properties totaling $450,000 and will bring an additional $10,000 to closing. The sale will be free and clear of liens, claims and other interests. The Debtor asks the Court to authorize the distribution and delivery to Nationstar Mortgage all net proceeds (which are gross proceeds, including any and all deposits, less the tax claim of Baltimore County, from the sale of the Property. The Debtor believes that good cause exists for the Court to approve the proposed Sale. It believes that the proposed sale will also serve the best interest of its estate by resolving the Madison Bank claim. It also believes Madison Bank will net a larger amount through the sale than an auction and concomitant expenses. HTW, LLC, sought Chapter 11 protection (Bankr. D. Md. Case No. 17-26754) on Dec. 15, 2017. Counsel for the Debtor: Jeffrey M. Sirody, Esq. JEFFREY M. SIRODY & ASSOC., P.A. 1777 Reisterstown Road, Suite 360E Baltimore, MD 21208 Telephone: (410) 415-0445 Facsimile: (410) 415-0744 E-mail: smeyers@sirody.com IHEARTCOMMUNICATIONS INC: Delays Filing of 2017 Annual Report ------------------------------------------------------------- iHeartCommunications, Inc., notified the Securities and Exchange Commission that it will be unable to file its annual report on Form 10-K for the fiscal year ended Dec. 31, 2017 within the prescribed period due to a delay in completion of the financial statements of Clear Media Limited, an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed on the Hong Kong Stock Exchange. iHeartCommunications disclosed that several employees of Clear Media Limited are subject to an ongoing police investigation for misappropriation of funds. Clear Media Limited is conducting additional procedures and processes, including a special investigation by forensic accountants and an external law firm appointed by Clear Media Limited's Board of directors and approved by the Audit Committee of Clear Channel Outdoor Holdings, Inc., an indirect, non-wholly-owned subsidiary of the Company, into the misappropriation of funds. During the course of the special investigation, it was discovered that three bank accounts were opened in the name of Clear Media Limited entities, which were not authorized, and certain transactions were recorded therein. These matters have been referred to the police for investigation. "As a result of these developments, the Company will be unable to complete the financial statements required to be included in the Annual Report by the required filing date. The Company has also not been able to complete its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2017," the Company stated in the SEC filing. On March 14, 2018, iHeartMedia, Inc. and certain of its subsidiaries, including the Company, filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division. The filing of the Chapter 11 cases came at the same time during which the Company's preparation of its financial statements is being conducted. The Company determined that it was necessary and prudent to delay the filing of the Annual Report to allow management to focus on providing the required information and making the necessary filings with the Bankruptcy Court in the Chapter 11 cases. "Due to the nature of the Chapter 11 Cases and important competing demands on the Company's management, the delay in preparing the Annual Report could not be avoided," iHeartCommunications added. "The Company has filed a motion asking the Bankruptcy Court for approval of the Company's independent registered public accounting firm, so that the independent registered public accounting firm can continue to work on the audit of the Company's financial statements for the year ended Dec. 31, 2017. The completion of the audit of the Company's financial statements by the Company's independent registered public accounting firm has been delayed pending the approval by the Bankruptcy Court." The Company said it is working expeditiously to complete its financial statements and file its Annual Report as soon as possible, but because the special investigation is still ongoing, and the results of the special investigation are unknown, and because of competing demands on the Company's management as a result of the filing of the Chapter 11 cases, the Company is currently unable to determine when it will be able to do so. The Company expects to report consolidated revenues of approximately $6,171 million for the year ended Dec. 31, 2017 compared to consolidated revenues of approximately $6,260 million for the year ended Dec. 31, 2016. The approximately $89 million decrease in revenues is due primarily to the sale of the Company's Australia and Turkey business in 2016, partially offset by growth in the Company's iHM segment as a result of an increase in national trade and barter, as well as higher spot sales in response to the Company's national investments. The Company expects to report consolidated operating income of approximately $970 million for the year ended Dec. 31, 2017 compared to consolidated operating income of approximately $1,505 million for the year ended Dec. 31, 2016. The approximately $535 million decrease in operating income is due primarily to the net gains of $349 million on the dispositions of certain non-strategic U.S. markets and the Company's Australia and Turkey businesses in 2016, compared to net gains of $39 million on dispositions in 2017. Lower revenues and increases in direct operating expenses and selling, general and administrative expenses also contributed to the decrease in operating income. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities, and a total stockholders' deficit of $11.67 billion. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson LLP as conflicts counsel; Moelis & Company and Perella Weinberg Partners L.P as financial advisors; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice & claims agent. The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. INDIANA HOTEL: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Indiana Hotel Equities, LLC 55 E Long Lake Rd #204 Troy, MI 48085 Business Description: Indiana Hotel Equities, LLC is a real estate company whose principal assets are located at 2500 S. Highschool Rd Indianapolis, IN 46241. Chapter 11 Petition Date: April 10, 2018 Case No.: 18-45185 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Thomas J. Tucker Debtor's Counsel: Robert N. Bassel, Esq. ROBERT N. BASSEL P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Remo Polselli, principal. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb18-45185.pdf INGERSOLL FINANCIAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Ingersoll Financial, LLC as of April 9, according to a court docket. About Ingersoll Financial Headquartered in Orlando, Florida, The Ingersoll Group -- http://www.theingersollgroup.com-- is a national private investment organization founded by Keith Ingersoll 12 years ago. The Group's investments are concentrated in a few primary sectors, including: real estate, sports management, business networking, digital enterprise, finance, hospitality and land development. The Ingersoll Group filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-07077) on Nov. 7, 2017. In the petition signed by Keith R. Ingersoll, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. Frank M. Wolff, Esq., at Frank Martin Wolff, P.A., is the Debtor's bankruptcy counsel. INNERSCOPE HEARING: Delays 2017 Annual Report --------------------------------------------- Innerscope Hearing Technologies, Inc., filed with the Securities and Exchange Commission a Form 12b-25 notifying that it will be delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. "The compilation, dissemination and review of the information required to be presented in the Form 10-K for the period ending December 31, 2017 could not be completed and filed by April 2, 2018, without undue hardship and expense to the registrant. The registrant anticipates that it will file its Form 10-K for the period ended December 31, 2017, within the "grace" period provided by Securities Exchange Act Rule 12b-25.," the Company stated in the SEC filing. About InnerScope Hearing Headquartered in Roseville, California, InnerScope Hearing Technologies, Inc. (INND), formerly known as InnerScope Advertising Agency, Inc., is a technology driven company with highly scalable B2B and B2C solutions. The Company -- http://www.innd.com/-- offers a B2B SaaS based Patient Management System (PMS) software program, designed to improve operations and communication with patients. InnerScope also provides a Buying Group experience for the audiology practice enabling owners to lower product costs and increase their margins. INND will also compete in the DTC (Direct-to-Consumer) markets, including revolutionary APPs on the iOS and Android markets. The Company is dedicated to serving the audiology and the retail hearing aid dispensing community and has developed a program to contribute to various hearing aid focused charities. Innerscope reported net income of $69,744 in 2016 following net income of $70,853 in 2015. As of Sept. 30, 2017, Innerscope had $1.40 million in total assets, $2.21 million in total liabilities and a total stockholders' deficit of $813,115. D. Brooks and Associates CPA's, P.A., in West Palm Beach, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that even though the Company has reported operating profit, positive cash flows from operations and a positive working capital, the cancelation of significant customer agreements could have a substantial impact on the Company. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. JOHN RITTER: District Court Dismisses Karayan Trustee's Suit ------------------------------------------------------------ District Judge Jennifer A. Dorsey entered an order dismissing with prejudice the case captioned EDWARD KARAYAN, TRUSTEE OF THE KARAYAN FAMILY TRUST, Plaintiff, v. JOHN A. RITTER, and Does I through X, Defendants, Case No. 2:13-cv-00493-JAD-NJK (D. Nev.). The Plaintiff and Defendant Ritter stipulated that the Defendant has submitted a Chapter 11 Plan in the Bankruptcy, which has now been confirmed by the Bankruptcy Court and pursuant to which all claims against Defendant are discharged; and based on the Plan being confirmed with Plaintiff being a creditor in said Plan, all claims filed against Defendant pursuant to the Bankruptcy must now be dismissed. Based upon the parties' stipulation and good cause appearing, the case is dismissed with prejudice and the status hearing on March 19, 2018 is vacated. A copy of Judge Dorsey's Order dated March 16, 2018 is available at https://is.gd/ifrkWV from Leagle.com. Edward Karayan, on behalf of Karayan Family Trust, Plaintiff, represented by Burton C. Jacobson, Law Office of Burton C. Jacobson & Richard L. Tobler, Richard L. Tobler, Ltd. John A. Ritter, Defendant, represented by I. Scott Bogatz -- sbogatz@rrblf.com -- Reid Rubinstein and Bogatz, John P. Witucki -- jwitucki@rrblf.com -- Reid Rubinstein Bogatz, Randy M. Creighton, Bogatz Law Group & Charles M. Vlasic, III. About John A. Ritter Certain alleged creditors of John A. Ritter, on Feb. 29, 2016, filed an involuntary bankruptcy petition against him under chapter 7 of the Bankruptcy Code. Mr. Ritter opposed that petition. However, following discussions with the petitioning creditors, he agreed to entry of an order for relief against him under chapter 11 of the Bankruptcy Code. Agave Properties, LLC, and its 11 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-13338) on June 17, 2016. The petition was signed by John A. Ritter, manager. The bankruptcy cases are jointly administered under Mr. Ritter's Chapter 11 case, Case No. 16-10933. The cases are assigned to Judge Mike K. Nakagawa. At the time of the filing, Agave Properties and its 11 affiliates estimated their assets at $10 million to $50 million and liabilities at $100 million to $500 million. JOHNNY CHIMPO: Hires Bay Area Auction Services as Auctioneer ------------------------------------------------------------ Johnny Chimpo II, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to hire Bay Area Auction Services, Inc., as auctioneer to liquidated the Debtor's assets at an auction sale. Bay Area Auction Services is to receive a reasonable fee of 25% sellers commission on all assets (5% on titled vehicles), 10% Buyers Premium assessed to all buyers and documented expenses upon Application and Order by this Court. The auctioneer will retain the Buyer's Premium, as it is not considered property of the estate. Gregory L. Farner of Bay Area Auction Services attests that his firm is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The auctioneer can be reached through: Gregory L. Farner Bay Area Auction Services 8010 US Hwy 19 N Pinellas Park, FL 33781 Tel: (727) 548-9303 Fax: (727) 548 9403 About Johnny Chimpo II Johnny Chimpo II, LLC, is a Florida limited liability company doing business as Bad Willies with its principal place of business in Tampa, Florida and is currently owned and operated by Lucas Good and Kelsi Sjoberg. It occupies leased space at 12950 Race Track Rd, Suite 111, Tampa, FL. It operates a sports lounge and bar that serves liquor, beer and wine. The main assets of the Company are located at its current place of operation. Johnny Chimpo II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07764) on Aug. 31, 2017, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Jake C. Blanchard, Esq., at Blanchard Law, PA, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. JOSEPH MAURIO: $200K Sale of Annandale Property to Park Approved ---------------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized Joseph J. Maurio, Jr. and Donna J. Dickson to sell their rental property located at 10 Ridgedale Drive, Annandale, New Jersey to Chun M. Park for $200,000. The sale is free and clear of all liens, claims and encumbrances. The closing is to take place on March 29, 2018. All realtor commissions and closing costs will be paid in full at closing and without further Court Order. Out of the remaining net sale proceeds, the debt due and owing to U.S. Bank Trust, N.A. as Trustee for LSF9 Master Participation Trust will be satisfied in full, pursuant to a valid payoff statement that will be provided by U.S. Bank/Caliber to the Debtors' counsel. The Payoff Statement will include the fee for U.S. Bank/Caliber to record a discharge/satisfaction of mortgage with the County Clerk. In the event the Debtors' counsel is provided with the Payoff Statement prior to the closing scheduled for March 29, 2018, the debt due and owing to the U.S. Bank will be tendered to U.S. Bank by the title company, at closing, and in accordance with the remittance instructions provided for in the Payoff Statement. In the event the Debtors' counsel is not provided with the Payoff Statement prior to the closing scheduled for March 29, 2018, the debt due and owing to U.S. Bank will be distributed, at closing, to the Debtors' counsel to be held in escrow thereby, and thereafter tendered to U.S. Bank within two business days of the Debtors' counsel's receipt of the Payoff Statement. All remaining sale proceeds not explicitly provided for in the Order will be distributed, at closing, to the Debtors' counsel to be held in escrow thereby. Pursuant to N.J.S.A 46:18-11.2, within 30 days of U.S. Bank/Caliber's receipt of the sum(s) set forth in its Payoff Statement, U.S. Bank/Caliber will cause its mortgage lien encumbering the Ridegdale Drive Property to be satisfied/discharged of record with the County Clerk. After U.S. Bank has been paid in full, the remaining net proceeds of sale, regardless of the ownership of such proceeds, will continue to be held in trust by the Debtors' counsel, and thereafter paid/distributed in accordance with the Debtors' plan of reorganization upon confirmation thereof. The 14-day stay under Fed. R. Bankr. P. 6004(h) is waived. Joseph J. Maurio, Jr., and Donna J. Dickson sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-25077) on July 26, 2017. The Debtors tapped Jenny R. Kasen, Esq., at Kasen & Kasen, as counsel. KIMZEY CASING: Court Allows Premium Administrative Expense Claim ---------------------------------------------------------------- Trisha Kimzey and Tyler Kimzey, unsecured creditors in the matter of In Re: Kimzey Casing Service, LLC, appeal an order issued by the United States Bankruptcy Court, Western District of Louisiana, which allowed an administrative expense claim filed by the Appellee, Premium Casing Equipment, LLC. District Judge Elizabeth Erny Foote affirms the order of the bankruptcy court. On Oct. 16, 2015, Kimzey Casing Service, LLC filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code. After the petition date, KCS operated its business until Dec. 18, 2015, when the majority of KCS' assets were sold to TRK Enterprises, Inc. at an auction authorized by the Bankruptcy Court. Premium leased specialized oilfield equipment, CRTis, to KCS. The leased equipment at issue was not sold or assigned to TRK as part of the sale. Following the sale, Premium filed a motion seeking the allowance of an administrative expense claim pursuant to 11 U.S.C. section 503(b)(1)(A) for post-petition lease payments due on the equipment from the date of KCS' petition to the sale date. Premium argued that the lease payments in question were actual, necessary costs and expenses of preserving the bankruptcy estate of KCS. The Kimzeys objected to the claim. The Bankruptcy Court allowed an administrative expense claim in the amount of $57,752.93 against KCS. The issue on appeal is whether the Bankruptcy Court properly determined that the rental charges for the equipment were actual, necessary expenses for the preservation of the Debtor's estate such that Premium is entitled to a priority claim under 11 U.S.C. section 503(b)(1)(A) and 11 U.S.C. section 507(a)(2). Appellants argue that the Bankruptcy Court erred in allowing an administrative expense because the CRTis were not an actual or necessary expense of the estate. As support, Appellants note that it is a stipulated fact that although KCS was in possession of the two leased CRTis, it did not use either of them on a job from the date of the bankruptcy petition through the sale date. It is also a stipulated fact that TRK, the purchaser of the majority of KCS' assets, declined to purchase or assume the lease of the CRTis. Because the equipment in question was not actually utilized by KCS, Appellants argue that under the plain meaning of the terms "actual" and "necessary" the leased CRTis provided no benefit to the estate. Moreover, Appellants contend that the leases did not produce revenue either by their use in the field or as a portion of the assets sold to TRK. Thus, Appellants argue there is no benefit to the estate, and priority as an administrative expense should not be provided to Premium. Id. Premium counters that the Bankruptcy Court was correct in finding that the lease could be properly claimed as an administrative expense because KCS' access to the leased equipment to create revenue was a real benefit to the estate. The leased CRTis provided KCS with additional capacity to service its customers, and it enhanced the inherent value of the company for the upcoming sale because it was more expensive to lease similar equipment from another vendor. [Record Doc. 10 at 16]. Premium also argues that the fact that KCS did not financially profit from the equipment is inconsequential to the determination of whether there was a benefit to the estate under the current law of the Fifth Circuit. Two divergent lines of cases have emerged regarding administrative expense claims for rent incurred under an equipment lease agreement. The first line of cases hold that an administrative expense claim may be allowed based on the fair and reasonable value of the rental equipment, without regard to whether the debtor actually used the equipment. Courts adopting this approach are often concerned about creating an undue burden on the creditor. A creditor should have the right to assume that the debtor is utilizing the leased property for its intended purpose until the trustee rejects the lease. The second line of cases have found that lease payments should only be allowed as an administrative expense to the extent the debtor has made actual use of the leased property, thus establishing a tangible benefit to the estate. The rationale underpinning this line of cases is to minimize the overall administrative expenses of the estate to protect the interests of all unsecured creditors. Courts adopting this rationale recognize that a burden is placed on the lessor to timely ensure that the debtor is utilizing their leased equipment, or settle for a general unsecured claim for unused equipment. The Bankruptcy Court, in this case, found that when a benefit can be established for the retention of the equipment for some purpose, actual use of the equipment is not required. The Bankruptcy Court arrived at this conclusion in large part because KCS President Robert Fullop and interim KCS CEO Ryan Maupin, based on known market conditions and their reasonable business judgment, decided that KCS would benefit from the retention of the CRTis because such retention would ensure that the company could handle any new business that may have occurred.8 The Bankruptcy Court noted that the decision was a reasonable one, and therefore, an administrative expense would be allowed. The Fifth Circuit has not addressed whether the amount of an allowed administrative expense should be based on the fair rental value of the leased equipment due to tangible and intangible benefits to the estate, or if actual use by the debtor is required. In the absence of a bright line rule, the District Court will affirm the decision of the Bankruptcy Court. Although a direct profit cannot be contributed to the leased equipment, this Court finds that the Leased CRTis provided intangible benefits to the estate. The appeals case is TRISHA KIMZEY ET AL v. PREMIUM CASING EQUIPMENT, LLC, Civil Action No: 16-CV-01490 (W.D. La.). A full-text copy of the Court's Memorandum Ruling dated March 14, 2018 is available at https://is.gd/nK3t3K from Leagle.com. Trisha Kimzey, on behalf of & Tyler Kimzey, on behalf of, Appellants, represented by Richard W. Ward. Premium Casing Equipment L L C, Appellee, represented by Brian Arlington Kilmer -- bkilmer@kcq-lawfirm.com -- Kilmer Crosby & Quadros. About Kimzey Casing Service Based in Houston, TX, Kimzey Casing Service, LLC filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 15-51337) on Oct. 16, 2015, with estimated assets $1 million to $10 million and estimated liabilities of $10 million to $50 million. The petition was signed by Ryan A. Maupin, interim chief executive officer. The Debtor is represented by Louis M. Phillips, Esq. of Gordon, Arata, McCollam, Duplantis & Eagan, LLP. L R & T INC: Hires W. Thomas Bible, Jr., Law as Attorney -------------------------------------------------------- L R & T, Inc., d/b/a Chattanooga Pinball, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee (Chattanooga) to hire W. Thomas Bible, Jr., Timothy Millirons, and the Law Office of W. Thomas Bible, Jr. as attorneys. Services to be rendered by Tom Bible are: a. advise the applicants as to their rights, duties and powers as debtors-in-possession; b. investigate and if necessary, institute legal action on behalf of the Debtors to collect and recover assets of the estate of the Debtors; c. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the applicants in this case; d. assist and counsel the Debtors in the preparation, presentation and confirmation of their disclosure statement and plan of reorganization; e. represent the applicant at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and f. perform such other legal services as may be necessary in connection with this case. W. Thomas Bible, Jr., Esq., attests that the attorneys and law firm do not hold or represent an interest adverse to the estate with respect to the matters on which they are employed. The counsel can be reached through: W. Thomas Bible, Jr., Esq. Law office of W. Thomas Bible, Jr. 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Tel: (423) 424-3116 Fax: (423) 553-0639 E-mail: wtbibleecf@gmail.com tom@tombiblelaw.com or melinda@tombiblelaw.com About L R & T, Inc. d/b/a Chattanooga Pinball L R & T, Inc., d/b/a Chattanooga Pinball, is a retailer of arcade and pinball machines. The Company also restores and repairs games. Based in Chattanooga, Tennessee, L R & T, Inc., filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 18-11370) on March 29, 2018. In the petition signed by Bronica Levin and Rodney Levin, presidents, the Debtor disclosed $3.26 million in total assets and $437,775 in total liabilities. The case is assigned to Judge Shelley D. Rucker. W. Thomas Bible, Jr., Esq., at Tom Bible Law, is the Debtor's counsel. LECTRUS CORP: $1.6M Sale of Houston Assets to HD & MSI Approved --------------------------------------------------------------- Judge Shelley D. Rucker of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Lectrus Corp. and affiliates to sell their equipment at 1318 Brammel Rd., Houston, Texas to HD Special-Situations III, LP and MSI Partners LLC for $1.635 million credit bid. The sale is free and clear of all Liens and Claims, with all such Liens and Claims attaching to the proceeds of the sale. Notwithstanding anything to the contrary in the Houston Purchase Agreement, the Closing contemplated by the Houston Purchase Agreement will occur by March 29, 2018, at 4:00 p.m. (ET), unless otherwise agreed to by the Debtors, the Purchasers, the Unsecured Creditors Committee and the United States Trustee. The automatic stay under Section 362 of the Bankruptcy Code is vacated and modified to the extent necessary to implement the terms and provisions of the Houston Purchase Agreement and the Related Agreements and the provisions of this Houston Sale Order. The provisions of Bankruptcy Rules 6004(h) and 6006(d) will not apply to stay consummation of the sale of the Houston Purchased Assets to Purchasers under the Houston Purchase Agreement, as contemplated in the Houston Sale Motion and approved by the Houston Sale Order, and the Debtors and the Purchasers are authorized to consummate the transactions contemplated and approved in the Order immediately upon its entry. About Lectrus Corporation Based in Chattanooga, Tennessee, Lectrus Corporation -- http://www.lectrus.com/-- designs and manufactures custom metal enclosures and electrical and mechanical integration serving the power, oil and gas, renewable energy, industrial, water and wastewater, transportation, military, mining, data centers, institutional, and commercial markets. The company has two manufacturing facilities located in North America. Lectrus Corp. and parent Lectrus Holding Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 17-15588) on Dec. 7, 2017. James P. Beers, vice-president of finance, signed the petitions. At the time of the filing, Lectrus disclosed assets of $13.34 million and liabilities of $35.26 million. Lectrus Holding disclosed zero assets and liabilities totaling $20.55 million. Judge Nicholas W. Whittenburg presides over the cases. The Debtors tapped Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as counsel; and Livingstone Partners LLC, as investment banker. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors' in the Debtors' cases. LECTRUS CORP: HD & MSI Buying Houston Assets for $1.6M Credit Bid ----------------------------------------------------------------- Lectrus Corp. and affiliates ask the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the sale of their equipment at 1318 Brammel Rd., Houston, Texas to HD Special-Situations III, LP, and MSI Partners LLC for $1.635 million credit bid. Pursuant to the Court's Order Establishing Bid and Sale Procedures entered Jan. 19, 2018, the Debtors were authorized to proceed with the Bidding Procedures and Sale Process set forth in the Debtors' original Sale Motion filed on Dec. 27, 2017. In accordance with the Order Establishing Bid and Sale Procedures, they held an auction of their assets on March 7, 2018, and received bids for both the Chattanooga assets and the Houston assets. The Court approved the sale of substantially all assets of the Debtors at the sale hearing held on March 8, 2018, and subsequently entered the Original Sale Order on March 20, 2018. In accordance with the Original Sale Order, the closing of the sale of the Chattanooga assets set forth in the Purchase Agreement between AZZ Enclosure Systems - Chattanooga LLC and Debtor Lectrus occurred on March 22, 2018. Thus, the Debtor no longer has continuing business operations in Chattanooga as of the date of the Motion. At the auction on March 7, 2018, the Debtors received a winning bid in the amount of $1.635 million from Cincinnati Industrial Auctioneers, Inc. ("CIA") for the purchase of the Debtors' Houston assets, and also received a backup bid from Industrial Recovery Services ("IRS"). The sale of the Houston assets was set to close by March 31, 2018. After the auction and prior to the anticipated closing of the sale of the Houston assets, certain wire product was stolen from the Houston facility. In addition, disagreement arose between CIA and Debtors as to which assets were scheduled to be sold at the closing. Both the winning bidder, CIA, and the backup bidder, IRS, have been unwilling to honor their bids for the purchase of the Houston assets. CIA submitted a subsequent bid of $1.475 million, and indicated it would cover the occupancy costs associated with the Houston lease. This subsequent bid was the highest bid received from CIA after it indicated it was unable to honor its original bid of $1.635 million. IRS would not honor its original backup bid and did not offer a subsequent bid. The Purchasers, who were Pre-Petition Lenders of Debtors, had bid at the auction but were not the winning bidders. The Purchasers have now made a credit bid of $1.635 million, which matches the prior winning bid amount submitted by CIA. They've also agreed to cover the occupancy costs associated with the Houston lease. The credit bid by the Purchasers of $1.635 million for the Houston assets, with agreement to cover the occupancy costs associated with the Houston lease, is now the highest and best bid received by the Debtors for the sale of the Houston assets. The Debtors and the Purchasers have entered into the Asset Purchase Agreement from the Purchasers for the Houston assets. The sale will be free and clear of any interests. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Lectrus_Corp_287_Sales.pdf The sale provides maximum recovery for creditors and minimizes the exposure of the Debtors' estates to a myriad of issues that could arise if the Debtors' Houston assets are not sold and these cases were to stay in bankruptcy through a piecemeal liquidation effort. If the sale of the Houston Purchased Assets is not approved and consummated by March 29, 2018, the Debtors' bankruptcy estates will be unable to afford to pay the obligations required under the Houston lease, and they'll be forced to abandon all the Houston assets and reject the Houston lease. The Purchasers: MSI PARTNERS, LLC c/o William H. Horton 735 Broad Street, Suite 306 Chattanooga, TN 37402 HD SPECIAL-SITUATIONS III, LP c/o Ronald E. Gold 3300 Great American Tower 301 East Fourth Street Cincinnati, OH 45202 About Lectrus Corporation Based in Chattanooga, Tennessee, Lectrus Corporation -- http://www.lectrus.com/-- designs and manufactures custom metal enclosures and electrical and mechanical integration serving the power, oil and gas, renewable energy, industrial, water and wastewater, transportation, military, mining, data centers, institutional, and commercial markets. The company has two manufacturing facilities located in North America. Lectrus Corp. and parent Lectrus Holding Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 17-15588) on Dec. 7, 2017. James P. Beers, vice-president of finance, signed the petitions. At the time of the filing, Lectrus disclosed assets of $13.34 million and liabilities of $35.26 million. Lectrus Holding disclosed zero assets and liabilities totaling $20.55 million. Judge Nicholas W. Whittenburg presides over the cases. The Debtors tapped Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as counsel; and Livingstone Partners LLC, as investment banker. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors' in the Debtors' cases. LEHMAN BROTHERS: Trustee's RMBS Allowed Claims Estimated at $2.38B ------------------------------------------------------------------ Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York entered an order estimating the allowed amount of the Trustees' Residential Mortgage Backed Securities ("RMBS") Claims at $2.38 billion. Lehman Brothers Holdings Inc. or the Plan Administrator requested the Court to estimate and allow some 72,500 breach of contract claims asserted by trustees (the "Trustees") acting on behalf of some 225 trusts that issued RMBS. The trusts are issuers of certificates that are collateralized by pools of residential mortgage loans in securitizations that were sponsored by Lehman and/or certain of its affiliates. The Court assumes familiarity with the nature of RMBS put-back litigation generally and with the lengthy history of this RMBS litigation in particular. The Bankruptcy Code provides no definitive guidance on how to estimate a claim. Without a specific methodology prescribed in section 502(c), a court's authority to estimate claims is only limited by "the legal rules that may govern the ultimate value of the claim" and "those general principles which should inform all decisions made pursuant to the [Bankruptcy] Code." Bankruptcy courts have broad discretion in estimating claims, "so long as the procedure is consistent with the fundamental policy of Chapter 11 that a reorganization must be accomplished quickly and efficiently." The Plan Administrator asserts that the Trustees have failed to meet their evidentiary burden to support an estimated allowed claim in an amount greater than $2.38 billion, much less the allowed claim of $11.4 billion sought by the Trustees. The Plan Administrator argues that the Trustees engaged in a fundamentally flawed loan review process, resulting in claims that were inappropriately framed and inadequately supported. Because the Trustees' loan review process suffered from multiple defects, the Plan Administrator maintains that the Trustees cannot carry their burden of proof by relying on an "exemplar loan" approach at trial. In support of its proposed estimated claim amount of $2.38 billion, and pursuant to Exhibit G of the RMBS Settlement Agreement, the Plan Administrator has highlighted that the Institutional Investors, who represent nearly 24% of all beneficial certificate-holders and comprise some of the biggest names on Wall Street, had previously agreed to a settlement of the Covered Loan Claims for an allowed claim proportionately equal to $2.38 billion, which settlement the Institutional Investors presumably believed to be fair and reasonable. The Trustees characterize their claims as "straightforward breaches of contract" for which they seek damages of approximately $11.4 billion. They argue that Lehman made sweepingly broad representations and warranties in the Governing Agreements which were both standard in the RMBS market and critical to investors. Specifically, Lehman represented and warranted, as to each mortgage loan it securitized, that (i) the documents submitted for loan underwriting "contain no untrue statement of material fact or omit to state a material fact;" (ii) the borrower did not give "materially false, misleading or inaccurate statements to Lender" or "fail[] to provide Lender with material information;" (iii) there was no default under the mortgage; and (iv) the borrower's ratio of debt to income ("DTI") did not exceed a critical threshold. The Trustees submit that they have proven widespread breaches of these reps and warranties by providing Lehman evidence of breaches that they assert went largely unrebutted during the Protocol. Having reviewed at some length the voluminous evidence presented by the parties, the Court concludes that the Trustees are not entitled to to an allowed claim against Lehman in some amount greater than $2.38 billion. The Trustees' loan review process suffered from numerous flaws and shortcomings. Notably, not one single loan reviewer from the five Loan Review Firms employed by the Trustees appeared as a witness at trial to testify regarding the review process; such testimony would have enabled the Court to evaluate and/or compare the processes undertaken by the firms. Another notable shortcoming of the Trustees' process was a critical disconnect between the work performed by the Loan Review Firms and the so-called "quality control" review performed by D&P, a "QC" process which did little to correct any errors that may have been made by the Loan Review Firms while conducting their review of loan files in search of potential breaches. Once a Loan Review Firm finished its review of a loan file, it created a "Claim Package" of original and third-party source documents -- sometimes only a single document -- that it believed supported any breach it had identified. The entire loan file was never reviewed again for mistakes or inadvertent errors once the Claim Package left the Loan Review Firm and made its way to D&P for two rounds of quality control. In fact, the quality control process did not include any review by anyone at D&P of the entire loan file. The Plan Administrator, through the testimony of Professor Daniel R. Fischel, demonstrated that the Lehman Proposed Claim Amount of $2.38 billion is well within the range of comparable settlements of RMBS put-back litigation. Professor Fischel calculated the Recovery Ratios for five Comparable Settlements that involved sizeable put-back claims arising from similar legal and macroeconomic circumstances. To refute Professor Fischel's opinions, the Trustees attempted to (i) distinguish the Comparable Settlements from this case and (ii) establish that the Comparable Settlements do not accurately reflect RMBS put-back recovery rates. The Trustees argue that the Comparable Settlements are not comparable because they were entered into early in litigation and/or prior to a full loan review process, and the Trustees posit that, had the settlements occurred later in those cases, the settlement amounts would have been much larger. This argument must be rejected as a matter of common sense. To accept the Trustees' proposition would be tantamount to concluding that the trustees involved in the Comparable Settlements, many of whom are serving as Trustees herein, made decisions in those cases to abandon litigation claims that would have been worth three times more had they proceeded, at a minimum, through discovery, or to judgment. The Court finds this proposition wholly incredible. The Trustees have not only failed to demonstrate any basis on which the Court can conclude that the Comparable Settlements are not indeed comparable to the RMBS Settlement, but they have also failed to provide any evidence of any instance in the history of RMBS put-back litigation in which the Recovery Ratio has been anything approaching 55%. For all of the foregoing reasons, the Court concludes that the Trustees' RMBS Claims at issue in the Estimation Proceeding shall be allowed in the amount of $2.38 billion. The bankruptcy case is in re: Lehman Brothers Holdings Inc., et al., Chapter 11, Debtors, Case No. 08-13555 (SCC), Jointly Administered (Bankr. S.D.N.Y.). A full-text copy of the Court's Order and Decision dated March 15, 2018 is available at https://is.gd/IRsBb8 from Leagle.com Lehman Brothers Holdings Inc., Debtor, represented by Adam M. Bialek -- abialek@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Jerrold Lyle Bregman, Ezra Brutzkus Gubner LLP, David S. Cohen -- david.s.cohen@drexel.edu -- Milbank, Tweed, Hadley & McCloy LLP, Todd G. Cosenza -- tcosenza@willkie.com -- Willkie Farr & Gallagher LLP, Christopher J. Cox -- chris.cox@weil.com -- Weil, Gotshal & Manges LLP, William F. Dahill -- wdahill@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Brijesh P. Dave, Lehman Brothers Holdings, Inc., Scott I. Davidson -- sdavidson@kslaw.com -- King & Spalding LLP, Paul R. DeFilippo -- pdefilippo@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Joshua Dorchak -- joshua.dorchak@morganlewis.com -- Morgan, Lewis & Bockius LLP, Sarah Efronson -- sefronson@jonesday.com -- Jones Day, Garrett A. Fail -- garrett.fail@weil.com -- Weil, Gotshal & Manges LLP, John D. Giampolo -- jgiampolo@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Cindi Giglio -- cgiglio@curtis.com -- Curtis, Mallet-Prevost, Colt & Mosle LLP, Lynn P. Harrison, III, Curtis, Mallet-Prevost, Colt & Mosle, LLP, Diane Harvey, Weil Gotshal & Manges LLP, Jonathan S. Henes -- jonathan.henes@kirkland.com -- Kirkland & Ellis LLP, I-Heng Hsu, Jones Day, Thomas T. Janover -- tjanover@kramerlevin.com -- Kramer Levin Naftalis & Frankel LLP, James N. Lawlor -- jlawlor@wmd-law.com -- Wollmuth Maher & Deutsch, LLP, Robert J. Lemons -- robert.lemons@weil.com -- Weil Gotshal & Manges, LLP, Mara R. Lieber -- mlieber@wmd-law.com -- Wollmuth Maher & Deutsch LLP, William A. Maher -- wmaher@wmd-law.com -- Wollmuth Maher & Deutsch LLP, Jacqueline Marcus -- jacqueline.marcus@weil.com -- Weil Gotshal & Manges, LLP, Arthur J. Margulies, Jones Day, Harvey R. Miller -- harvey.miller@weil.com -- Weil, Gotshal & Manges, LLP, Ralph I. Miller -- ralph.miller@weil.com -- Weil, Gotshal & Manges, LLP, Thomas M. Mullaney, Paul B. O'Neill, Kramer Levin Naftalis & Frankel LLP, Steven J. Reisman -- sreisman@curtis.com -- Curtis, Mallet-Prevost, Colt & Mosle LLP, Michael A. Rollin -- mrollin@rbf.law -- Rollin Braswell Fisher LLC, Benjamin Rosenblum -- brosenblum@jonesday.com -- Jones Day, Andrew J. Rossman -- andrewrossman@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP, Laura Washington Sawyer -- lwsawyer@jonesday.com -- Jones Day, Shai Waisman -- swaisman@weil.com -- Weil, Gotshal & Manges, LLP & Jane Rue Wittstein -- jruewittstein@jonesday.com -- Jones Day. James W. Giddens, as Trustee for the SIPA Liquidation of Lehman Brothers Inc., Trustee, represented by Jeffrey R. Coleman, Hughes Hubbard & Reed LLP, James C. Fitzpatrick -- james.fitzpatrick@hugheshubbard.com -- Hughes Hubbard & Reed LLP, Christopher K. Kiplok -- chris.kiplok@hugheshubbard.com -- Hughes Hubbard & Reed LLP, Sarah K. Loomis Cave -- sarah.cave@hugheshubbard.com -- Hughes Hubbard & Reed, LLP, Daniel Steven Lubell -- daniel.lubell@hugheshubbard.com Hughes Hubbard & Reed, LLP, William R. Maguire -- william.maguire@hugheshubbard.com -- Hughes Hubbard & Reed LLP, Jeffrey S. Margolin --jeffrey.margoling@hugheshubbard.com -- Hughes Hubbard & Reed & Neil J. Oxford -- neil.oxford@hugheshubbard.com Hughes Hubbard & Reed LLP. TMI Trust Company, c/o Seward & Kissel LLP, Trustee, represented by M. William Munno -- munno@sewkis.com -- Seward & Kissel. United States Trustee, U.S. Trustee, represented by Andrea Beth Schwartz -- andrea.b.schwartz@usdoj.gov -- U.S. Department of Justice & Andrew D. Velez-Rivera -- andy.velez-rivera@usdoj.gov -- Office of the U.S. Trustee. Epiq Bankruptcy Solutions, LLC Claims Agent, Claims and Noticing Agent, represented by Ron Jacobs, Jacobs, Walker, Rice & Barry, LLC. Mizuho Bank Ltd., formerly known as Mizuho Corporate Bank, Ltd., Cred. Comm. Chair, represented by Mark A. Speiser -- mspeiser@stroock.com -- Stroock & Stroock & Lavan LLP. Liquidators of Lehman Brothers Australia Limited, Liquidator, represented by David R. Seligman -- david.seligman@kirkland.com -- Kirkland & Ellis LLP & James H.M. Sprayregen -- james.sprayregen@kirland.com -- Kirkland & Ellis LLP. Official Committee of Unsecured Creditors, Creditor Committee, represented by Robert K. Dakis -- rdakis@morrisoncohen.com -- Morrison Cohen LLP, Dennis F. Dunne -- ddunne@milbank.com -- Milbank, Tweed, Hadley & McCloy LLP, Tyler Whitmer -- tylerwhitmer@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP & Eric D. Winston -- ericwinston@quinnemanuel.com -- Quinn Emanuel Urquhart Oliver & Hedges LLP. Joanna Baricevic, Creditor Committee, represented by Bruce J. Duke. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2016, the team winding down LBHI paid $3.8 billion to creditors, the 11th distribution since Lehman's collapse in 2008. This brought the total payout to more than $113.6 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 11th distribution raised the bondholders' recovery to more than 40 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 79 cents on the dollar. Lehman's aggregate 12th distribution to unsecured creditors pursuant to its confirmed Chapter 11 plan will total approximately $3.0 billion. LEXMARK INTERNATIONAL: S&P Lowers CCR to 'B-', Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Lexington, Ky.-based Lexmark International Inc. to 'B-' from 'B.' The outlook is negative. S&P said, "We also lowered our issue-level ratings on the company's senior notes and credit facility to 'B-' from 'B'. The recovery rating remains '3', indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a default. "The downgrade reflects weak operating results including significant negative free cash flow in 2017 and our expectation that performance will remain under pressure in 2018 as the company rebuilds installed base through multiple restructuring phases. While we expect gradual improvement in operating results from recent hardware refresh and subsequent profitable supply sales, we believe negative free cash flow and scheduled debt payments will continue to pressure Lexmark's already weakened liquidity position. Additionally, the company's revolver matures in November 2019 and $350 million of notes are due in March 2020. Any delay in performance recovery could jeopardize the company's ability to refinance." The negative outlook reflects leverage above 10x on a trailing 12 month basis, tightening liquidity, secular declines in the broader printing market, highly competitive industry conditions, and weakness in Lexmark's high-margin supplies sales due to a lower installed base. These factors threaten Lexmark's prospects to restore revenue growth and reduce leverage over the next 12 months and could lead S&P to view the capital structure as unsustainable. S&P said, "We could lower the rating if we consider the capital structure to be unsustainable, which would likely occur if operating declines persist in 2018 due to competitive pressures leading to total available liquidity (including cash) sustained below $100 million (roughly one year of interest expense), failure to make progress on extending or refinancing the revolver due in 2019 and the notes due in 2020, or covenant cushion remaining in the low-single digits. "We could stabilize the outlook over the next 12 months if we see evidence of revenue stabilization and improvement in EBITDA margins to the high-single digits with positive FOCF expected after debt service." LM WASTE SERVICE: Bankr. Court Abstains from Suit vs. Isabella -------------------------------------------------------------- Bankruptcy Judge Edward A. Godoy permissively abstains from the case captioned LM WASTE SERVICE CORP., Plaintiff, v. MUNICIPIO DE ISABELA, Defendant, Adv. Proceeding No. 15-00125 (Bankr. D.P.R.) and dismisses the same. Plaintiff LM Waste Service Corp. commenced three separate adversary proceedings against the Municipality of San German [Adv. Proc. 15-00124]; the Municipality of Isabela [Adv. Proc. 15-00125]; and the Municipality of Juana Diaz and Andres Reyes Burgos, Inc. [Adv. Proc. 15-00126]. These three proceedings are all similar. All of them were filed for the turnover of property under section 542 of the Bankruptcy Code, collection of monies, and breach of contract. And, all of them also mirror lawsuits commenced by LM Waste in state court prior to its filing of the voluntary petition for relief under chapter 11 of the Bankruptcy Code. After entering an opinion and order permissibly abstaining under section 1334(c)(1) of title 28 of the United States Code in adversary proceeding 15-00126, the court ordered in the adversary proceeding of caption the Municipality of Isabela to supplement its pending motion to dismiss with a statement of proposed uncontested facts. Given the similarities between the three cases and for comity reasons, the court forewarned the parties that it would consider permissively abstaining from also hearing this case. LM Waste averred in the complaint that Isabela has an outstanding debt to the estate of $1,231,223.40 for services rendered, plus damages in an amount not less than $20,000,000 due to breach of contract. Isabela moved the court for dismissal arguing that the claim against it does not constitute a core proceeding as defined in section 157 of title 28 and that LM Waste did not properly transfer the case from the state court to the bankruptcy court under Bankruptcy Rule 9027. LM Waste opposed dismissal arguing that this is a core proceeding because the alleged breach of contract is precisely what led to the filing of the chapter 11 petition, the uncollected funds owed to the estate are recoverable under section 365, and the already executed portions of the contract are considered a matured debt recoverable under section 542. The court holds that the breach of contract and collection of money claims are non-core because they arose prior to the filing of the bankruptcy petition and did not come into existence due to the filing of bankruptcy. It is uncontested that LM Waste sued on these claims in the state court prior to the filing of the bankruptcy petition. As such, the claims existed and can survive outside of the court. The court finds no merit in LM Waste's argument that the uncollected funds due to the estate are recoverable under section 365 or that the executed portions of the contract are considered a matured debt recoverable under section 542. The court notes that LM Waste did not aver any jurisdictional basis under section 365 in its complaint. And, as Isabela is contesting the debt, this case cannot be considered a turnover action. Instead of submitting proposed findings of fact and conclusions of law to the district court, the court understands that permissive abstention is warranted under section 1334(c)(1) of title 28. That section provides that nothing "prevents a district court in the interest of justice, or in the interest of comity with State courts or respect for State law, from abstaining from hearing a particular proceeding arising under title 11 or arising in or related to a case under title 11." The District Court of Puerto Rico has also considered the following Telemundo Group factors: (1) the effect on the efficient administration of the estate if a court abstains, (2) the extent to which state law issues predominate over bankruptcy issues, (3) the unsettled nature of the applicable law, (4) a related proceeding commenced in state court, (5) the jurisdictional basis, if any, other than 28 U.S.C. section 1334, (6) the degree of relatedness or remoteness of the proceeding to the main bankruptcy case, (7) the substance rather than form of an asserted core proceeding, (8) the feasibility of severing state law claims from core bankruptcy matters to allow judgments to be entered in state court to be enforced in bankruptcy court, (9) the burden on the bankruptcy docket, (10) the likelihood that the bankruptcy court proceeding involves forum shopping by one of the parties, (11) the right to jury trial, and (12) the presence of non-debtor parties. Here, the facts favor abstention. The first Telemundo factor, the efficient administration of the estate, is fostered by keeping this contractual issue in state court where it belongs. Given that it is a non-core proceeding and the lack of consent by Isabela to the entry of a final judgment by the court, not abstaining would require the court to submit proposed findings and conclusions of law to the district court. The second and fourth Telemundo factors also favor abstention. Puerto Rico law predominates over bankruptcy law in contractual actions and the state court is competent to adjudicate LM Waste's claims. Additionally, the state-court case was commenced pre-petition and prosecuted until stayed by the bankruptcy filing. And, as per the state-court case judgment administratively closing it, the state court will reopen the case if the automatic stay is lifted. As for the fifth Telemundo factor, there is no jurisdictional basis for this court to address the breach of contract claim if not for the bankruptcy filing. The tenth Telemundo factor also favors abstention. The filing of the adversary complaint by LM Waste is forum shopping. Prior to the filing of the bankruptcy petition, Isabela was seeking an order from the state court to deem admitted its unanswered request for admissions and moving to dismiss the case due to LM Waste's failure to respond to any of the discovery requests made by Isabela. Accordingly, the court permissively abstains from hearing the adversary proceeding. As a consequence, the court need not address whether LM Waste complied with the removal procedure governed by Bankruptcy Rule 9027 raised by Isabela. The bankruptcy case is in re: LM WASTE SERVICE CORP., Chapter 11, Debtor, Case No. 14-08851 (EAG) (Bankr. D.P.R.). A full-text copy of Judge Godoy's Opinion and Order dated March 19, 2018 is available at https://is.gd/JDzeh4 from Leagle.com. LM WASTE SERVICE CORP, Plaintiff, represented by Manuel Borges, Borges Law Offices, & ENRIQUE J. MENDOZA MENDEZ, MENDOZA LAW OFFICES. MUNICIPIO DE ISABELA, Defendant, represented by Hector J. Ferrer, HFR LEGAL SERVICES LLC. MUNICIPIO DE ISABELA, Counter-Claimant, represented by Hector J. Ferrer -- hecferrer@yahoo.com. -- HFR LEGAL SERVICES LLC. LM WASTE SERVICE CORP, Counter-Defendant, represented by Manuel Borges, Borges Law Offices & ENRIQUE J. MENDOZA MENDEZ , MENDOZA LAW OFFICES. Based in Guaynabo, Puerto Rico, LM Waste Service, Corp. filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 14-08851) on Oct. 29, 2014, listing its total assets at $7.01 million and total liabilities at $20.11 million. The petition was signed by Marcos Velez Green, acting president. M2 SYSTEMS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of M2 Systems Corporation as of April 9, according to a court docket. About M2 Systems Corporation M2 Systems Corporation -- https://www.m2-corp.com/ -- provides computer automated solutions for practical business problems utilizing technology serving the financial, healthcare, retail, security, transportation, logistics and telecommunications industries. It specializes in developing, marketing and implementing transaction technologies for both established and emerging markets as well as creating outlets for licensing and operating its solution sets. M2 Systems was founded in 1986 and is headquartered in Maitland, Florida. M2 Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01339) on March 12, 2018. In the petition signed by Joseph W. Adams, CEO and director, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Latham, Shuker, Eden & Beaudine, LLP is the Debtor's bankruptcy counsel. MAMMOITAL INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Mammoital, Inc. dba Caruso's 1337 Foothill Blvd. Sylmar, CA 91342 Business Description: Mammoital, Inc. is a privately held company in Sylmar, California that owns the Caruso's restaurant specializing in Italian cuisine. Chapter 11 Petition Date: April 14, 2018 Case No.: 18-10884 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Martin R. Barash Debtor's Counsel: Michael R Totaro, Esq. TOTARO & SHANAHAN POB 789 Pacific Palisades, CA 90272 Tel: 310-573-0276 Fax: 310-496-1260 Email: Ocbkatty@aol.com Total Assets: $100,300 Total Liabilities: $1.51 million The petition was signed by Hami Mammo, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-10884.pdf MANHATTAN JEEP: Hires Aboyoun, Heller & Dobbs as Special Counsel ---------------------------------------------------------------- Manhattan Jeep Chrysler Dodge, Inc. d/b/a Manhattan Jeep Chrysler Dodge Ram, and Manhattan Automotive, LLC d/b/a Alfa Romeo Fiat of Manhattan, seeks authority from the United States Bankruptcy Court for the Southern District of New York (Manhattan) to hire Aboyoun, Heller & Dobbs, LLC, as special transactions and automobile franchise counsel. The professional services that AH&D will render are: a. provide legal advice with respect to the proposed sale of the Debtors, including preparation of all asset purchase agreements and amendments and negotiations with any additional potential purchasers for the assets of the Debtors; b. attend the sale hearing with respect to the proposed sale of the Debtors' assets and assisting the Debtors in determining whether the proposed sale or any subsequent offer is the highest and best offer for the assets; c. assist the Debtors in consummating the sale by preparing the documents necessary to effectuate a closing with respect to the sale of the Debtors' assets; d. advise the Debtors in connection with their franchise agreements with their respective automobile franchisor/manufacturer; e. advise the Debtors on their rights and obligations under the New York Franchised Motor Vehicle Dealers' Act and other applicable non-bankruptcy statutes; and f. represent the Debtors in proceedings involving claims under the New York Franchised Motor Vehicle Dealers' Act. AH&D's hourly rates are: Joseph S. Aboyoun $550 Craig M. Heller $525 Seth L. Dobbs $495 Joseph S. Aboyoun, Esq., founding member of the law firm Aboyoun Heller, attests that AH&D and its attorneys hold no interest adverse and represents no party that has interests adverse to Debtors regarding the matters on which AH&D is being employed, as required by Section 327(e) of the Bankruptcy Code. The counsel can be reached through: Joseph S. Aboyoun, Esq. Aboyoun Heller & Dobbs, L.L.C. 77 Bloomfield Avenue (Rt. 46 West) Pine Brook, NJ 07058 Tel: 973-575-9600 Fax: 973-575-1925 E-mail: jaboyoun@aboylaw.com About Manhattan Jeep Manhattan Jeep Chrysler Dodge, Inc., is a family-owned and operated car dealer based in New York. Manhattan Jeep offers a collection of both new and used cars to customers in Manhattan, Queens, the Bronx, and surrounding areas. The Company also offers car services including oil changes and engine and transmission repairs. It also provides state inspections and free body shop estimates and sells vehicle parts. Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive, L.L.C., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10657 and 18-10661) on March 9, 2018. In the petitions signed by Patrick Monninger, president of Manhattan Jeep, Manhattan Jeep estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities and Manhattan Automotive estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge Michael E. Wiles. Eric J. Snyder, Esq., at WILK AUSLANDER LLP, is the Debtor's counsel. MARINA BIOTECH: Delays Form 10-K Filing --------------------------------------- Marina Biotech, Inc., filed with the Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period, including, without limitation, the financial statements to be included therein, has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the Registrant. The Company undertakes the responsibility to file, and anticipates that it will file, the Form 10-K no later than 15 days after its original prescribed due date. About Marina Biotech Headquartered in Bothell, Washington, Marina Biotech, Inc. -- http://www.marinabio.com/-- is a biopharmaceutical company engaged in the discovery, acquisition, development and commercialization of proprietary drug therapeutics for addressing significant unmet medical needs in the U.S., Europe and additional international markets. The Company's primary therapeutic focus is the disease intersection of hypertension, arthritis, pain, and oncology allowing for innovative combination therapies of the plethora of already approved drugs and the proprietary novel oligotherapeutics of Marina Biotech, Inc. The Company's approach is meant to reduce the risk associated with developing a new drug de novo and also accelerate time to market by shortening the clinical development program through leveraging what is already known or can be learned in its proprietary Patient Level Database (PLD). Squar Milner LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses and negative cash flows from operations and has had recurring negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. Marina Biotech reported a net loss of $837,143 in 2016 following a net loss of $1.11 million in 2015. As of Sept. 30, 2017, Marina Biotech had $6.24 million in total assets, $4.61 million in total liabilities, all current, and $1.63 million in total stockholders' equity. MARK A. WITASCHEK: Bankr. Court Rejects Bid to Reopen Ch. 11 Case ----------------------------------------------------------------- Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia entered an order denying debtor Mark A. Witaschek's emergency motion to reopen his chapter 11 case. The debtor's emergency motion to reopen sought to reopen the case to permit the debtor to pursue a request for relief regarding an alleged violation of the automatic stay arising from the District of Columbia's allegedly acting to collect prepetition taxes. However no automatic stay has been in place after the court closed the case. First, pursuant to 11 U.S.C. section 1141(b), the property of the estate revested in the debtor upon confirmation of the debtor's plan, and is no longer property of the estate. That terminated the automatic stay as to acts against property of the estate. Second, the closing of the case terminated the automatic stay as to any other acts. No discharge has been entered in the case. Accordingly, any acts that the District of Columbia has undertaken or is undertaking after the closing of the case could not constitute a violation of the automatic stay, and no discharge injunction exists in the case that could be violated by such acts. Accordingly, there is no emergency to be addressed based on any ongoing acts. It is possible that prior to the closing of the case, an act could have been taken against the debtor that violated the automatic stay, giving rise to a right to pursue a recovery of sanctions by way of 11 U.S.C. section 362(k) or by way of a motion for civil contempt compensatory sanctions. However, the motion to reopen is entirely too vague in that regard to warrant reopening the case. If, prior to the closing of the case, the District of Columbia undertook to collect a prepetition tax in violation of the automatic stay, the debtor has woefully failed to specify what acts constituted an attempt to collect such prepetition tax. The debtor, however, has paid a substantial fee for filing the motion to reopen the case, and the court will give the debtor an opportunity to amend the motion to reopen in order to show that reopening is warranted. If the case is to be reopened, the debtor must make non-conclusory allegations of facts showing that after the filing of the case and before the case was closed (1) a prepetition tax was actually assessed (not merely appears to have been assessed) and (2) an act was taken to collect the assessed tax. The bankruptcy case is in re: MARK A. WITASCHEK, Chapter 11, Debtor, No. 13-00019 (Bankr. D.C.). A full-text copy of the Court's Memorandum Decision and Order dated March 16, 2018 is available at https://is.gd/OXXy40 from Leagle.com. Mark A. Witaschek, Debtor In Possession, represented by Rowena Nicole Nelson -- rnelson@rnnlawmd.com -- Law Office of Rowena N. Nelson, LLC. U. S. Trustee for Region Four, U.S. Trustee, represented by Joseph A. Guzinski, U. S. Trustee's Office. MARRONE BIO: Incurs $30.9 Million Net Loss in 2017 -------------------------------------------------- Marrone Bio Innovations, Inc., filed with the Securities and Exchange Commission on April 5, 2018 its Annual Report on Form 10-K for the year ended Dec. 31, 2017. Marrone Bio was unable to file its Annual Report within the prescribed time period because the Company had not been able to complete the coordination and review of final changes to its Form 10-K and finalization of the financial statements and the audit thereof. The Company reported a net loss of $30.92 million on $18.16 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $31.07 million on $14.04 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Marrone Bio had $36.91 million in total assets, $87.56 million in total liabilities and a total stockholders' deficit of $50.65 million. The report from the Company's independent accounting firm Ernst & Young LLP, the Company's auditor since 2008, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company's historical operating results and negative working capital indicate substantial doubt exists about the Company's ability to continue as a going concern. "Since our inception, we have incurred significant net losses, and we expect to incur additional losses related to the continued development and expansion of our business. Our liquidity may be negatively impacted as a result of slower than expected adoption of our products. We have certain strategic collaboration and distribution agreements under which we receive payments for the achievement of certain testing validation, regulatory progress and commercialization events. As of December 31, 2017, we had received an aggregate of $3.9 million in payments under these agreements. In addition, there will be an additional $0.3 million in payments due on certain anniversaries of regulatory approval and an additional $1.1 million in payments under these agreements that we could potentially receive if the testing validation, regulatory progress and commercialization events occur," the Company said in the SEC filing. A full-text copy of the Form 10-K is available for free at: https://is.gd/O9HA7K About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- 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. MEMCO INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Memco, Inc. 18-60687 13324 Cedar Run Church Road Culpeper, VA 22701 H Properties, L.L.C. 18-60688 13324 Cedar Run Church Road Culpeper, VA 22701 M&M Equipment, LLC 18-60689 13324 Cedar Run Church Road Culpeper, VA 22701 Business Description: The Debtors' primary assets are their construction sub-contracts, cranes, related equipment, vehicles, the real property from which it operates, and certain pieces of personal property. Memco conducts the business operations, H Properties owns the real estate and M&M owns certain items of personal property used by Memco in its business. All of the Debtors are owned by the same two individuals, Matthew Henderson and Mark Henderson, and operate from the same business premises. Chapter 11 Petition Date: April 9, 2018 Court: United States Bankruptcy Court Western District of Virginia (Lynchburg) Judge: Hon. Rebecca B. Connelly Debtors' Counsel: Bennett A. Brown, Esq. THE LAW OFFICE OF BENNETT A. BROWN 3905 N. Railroad Ave., Suite 200 Fairfax, VA 22030 Tel: 703.725.6750 Fax: 703.352.5122 E-mail: bennett@pcgalaxy.com - and - Kevin M. O'Donnell, Esq. HENRY & O'DONNELL, PC 300 N. Washington Street, Suite 204 Alexandria, VA 22314 Tel: 703.548.2100 Fax: 703.548.2105 E-mail: kmo@henrylaw.com Assets and Liabilities: Total Total Assets Liabilities ---------- ----------- Memco $2,708,000 $6,587,990 H Properties, L.L.C. $500,000 $1,006,451 M&M Equipment, LLC $75,000 $0 The petitions were signed by Matthew Henderson, president. A full-text copy of Memco's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/vawb18-60687.pdf H Properties lists Lynchburg Steel Services as its sole unsecured creditor, holding a claim of $650,000. A full-text copy of H Properties' petition is available for free at: http://bankrupt.com/misc/vawb18-60688.pdf M&M Equipment stated it has no unsecured creditors. A full-text copy of M&M Equipment's petition is available for free at: http://bankrupt.com/misc/vawb18-60689.pdf MSAT 2005-RR4: 263 Highland Tech Center Borrower Seeks Refinancing ------------------------------------------------------------------ DBRS Limited upgraded the ratings of three classes of Commercial Mortgage-Backed Securities Pass-Through Certificates, Series 2005-RR4 issued by Multi Security Asset Trust LP, Series 2005-RR4 (MSAT 2005-RR4) as follows: -- Class K to AAA (sf) from A (sf) -- Class L to A (high) (sf) from BBB (sf) -- Class M to BBB (high) (sf) from BB (sf) The following classes have been confirmed: -- Class N at CCC (sf) -- Class X-1 at CCC (sf) -- Class O at C (sf) All trends are Stable, except for Classes N, X-1 and O, which do not have trends assigned. The rating assigned to Class J has also been discontinued following the full repayment of the outstanding balance as of the March 2018 remittance. The rating upgrades reflect the positive credit migration of the underlying U.S. commercial mortgage-backed security (CMBS) assets attributed to amortization, increased defeasance, loan seasoning and increased credit enhancement as a result of successful loan repayments at maturity and recoveries on liquidated loans. The performance has resulted in significant collateral reduction to the MSAT 2005-RR4 capital structure. Since issuance in March 2005, the transaction has amortized by 93.9%. Of the 16 original underlying CMBS transactions that were contributing to the MSAT 2005-RR4 transaction, the contributing classes in 14 transactions have paid off in full and the two remaining underlying CMBS transactions are currently experiencing principal repayment. There are currently no specially serviced loans associated with the underlying transactions; however, the underlying FULBA 1998-C2 transaction has three loans, representing 13.7% of the remaining pool, that are currently on the servicer's watch list. All three loans are current and have been flagged for various reasons, including upcoming maturity, declines in financial performance or deferred maintenance. The largest watch listed loan, 263 Highland Tech Center, representing 7.3% of the remaining FULBA 1998-C2 pool, was flagged as the scheduled maturity is in April 2018 and the borrower is currently exploring refinance options, according to the servicer. The loan was previously in special servicing; however, a workout strategy was resolved, and the loan returned to the master servicer in May 2013. The loan is reporting a Q3 2017 annualized debt service coverage ratio (DSCR) of 1.64 times (x) compared with the YE2016 DSCR of 1.81x. Class X-1 is an interest-only (IO) certificate that references a single rated tranche or multiple rated tranches. The IO rating mirrors the lowest-rated reference tranche adjusted upward by one notch if senior in the waterfall. The ratings assigned to Classes L and M materially deviate from the higher ratings implied by the quantitative results. DBRS considers a material deviation to be a rating differential of three or more notches between the assigned rating and the rating implied by the quantitative results that is a substantial component of a rating methodology. The deviations are warranted given that the sustainability of loan performance trends was not demonstrated. Notes: All figures are in U.S. dollars unless otherwise noted. N.Y. DIMPLE: Case Summary & 2 Unsecured Creditors ------------------------------------------------- Debtor: N.Y. Dimple Taxi, Corp. 464 Neptune Avenue, Suite # 23E Brooklyn, NY 11224 Business Description: N.Y. Dimple Taxi, Corp. is a privately held company in Brooklyn, New York, in the taxi and limousine service industry. It owns 2 taxi medallions valued at $700,000. Chapter 11 Petition Date: April 10, 2018 Case No.: 18-41989 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Alla Kachan, Esq. LAW OFFICE OF ALLA KACHAN, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 E-mail: alla@kachanlaw.com Total Assets: $700,100 Total Liabilities: $1.14 million The petition was signed by Michael Sapoznik, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two largest unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-41989.pdf NEIMAN MARCUS: Adam Orvos Joins as Chief Financial Officer ---------------------------------------------------------- Neiman Marcus Group has appointed Adam Orvos as the company's new chief financial officer. Mr. Orvos will begin his new position on April 25, 2018 and will report directly to Geoffroy van Raemdonck, chief executive officer, Neiman Marcus Group. Effective on Mr. Orvos's start date, Dale Stapleton will step down as interim chief financial officer and will continue to serve as senior vice president and chief accounting officer. In his role, Adam will lead the finance, accounting, properties, capital planning, and spend management functions for Neiman Marcus Group whose portfolio of brands encompasses Neiman Marcus, Bergdorf Goodman, mytheresa, Neiman Marcus Last Call, and Horchow. Adam assumes this role from Dale Stapleton, who has served as interim chief financial officer since June of 2017. Dale has been with Neiman Marcus Group for more than 17 years, and will continue to serve as senior vice president and chief accounting officer, a role he has held since 2010. Adam began his retail career in 1987 with the May Department Stores Company in St. Louis. In 1992, he joined the Foley's division of May Stores in Houston, and was named vice president and controller in 2000 and senior vice president and chief financial officer in 2004. In 2006, Adam joined Belk Department Stores as senior vice president, finance, corporate controller, and in 2009 he became their executive vice president of human resources. After four years, Adam was appointed chief financial officer, a role he held for three years. While at Belk, among Adam's key accomplishments was spearheading investments to create value and transform the company. Adam was most recently at Total Wine & More where he served as executive vice president of retail and most recently was promoted to chief executive officer. "With his substantial financial insights and business acumen, Adam is the ideal partner to drive Neiman Marcus Group's continued transformation into an innovative, results-driven company committed to achieving targeted short- and long-term performance goals," stated Geoffroy van Raemdonck, chief executive officer, Neiman Marcus Group. Neiman Marcus Group recently reported second quarter fiscal year 2018 results noting that the business saw the largest increase in comparable revenues since the fourth quarter of fiscal 2012. Adam is a graduate of the University of Missouri with a Bachelor of Science degree in business administration. He is relocating to Dallas with his wife. Employment Agreement with Mr. Orvos In connection with his appointment, Mr. Orvos entered into an employment agreement with the Company, effective as of March 28, 2018. Pursuant to his employment agreement, Mr. Orvos's annual base salary will be $750,000. Beginning in NMG's current fiscal year 2018, Mr. Orvos will participate in the Company's annual incentive bonus program with a target bonus of 75% of his base salary, and a maximum bonus of 150% of his base salary, based on the achievement of performance objectives, as determined by the Compensation Committee of the board of directors of NMG's ultimate parent company. The actual incentive bonus will be determined according to the terms of the annual incentive bonus program and subject to Mr. Orvos's employment through the date bonuses are paid. For fiscal year 2018, Mr. Orvos will be eligible to receive an annual incentive bonus prorated for the number of days employed during the fiscal year, with a minimum prorated payment at the target level. Mr. Orvos will be eligible to participate in NMG's FY2018 Mid-Term Cash Incentive Plan. His target awards for fiscal years 2018, 2019 and 2020 are $400,000, $900,000 and $1,000,000, respectively. About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, CUSP, and mytheresa brand names. Neiman Marcus incurred a net loss of $531.8 million for the fiscal year ended July 29, 2017, following a net loss of $406.1 million for the fiscal year ended July 30, 2016. * * * As reported by the TCR on March 17, 2017, Moody's Investors Service downgraded Neiman Marcus' Corporate Family Rating to 'Caa2' from 'B3' and its Probability of Default Rating to 'Caa2-PD' from 'B3-PD'. The company's Speculative Grade Liquidity rating is affirmed at 'SGL-2'. The outlook is changed to negative from stable. "The downgrade of NMG's Corporate Family Rating reflects the continued weakness in its financial results as it faces both the cyclical and secular challenges that face the North America luxury department stores", says Christina Boni, VP senior analyst. "Its designation of its MyTheresa.com operations and certain owned properties to unrestricted subsidiaries reduces assets coverage for its debt obligations. The hiring of a financial advisor to evaluate strategic alternatives also signals the likelihood of its capital structure being addressed well before its first significant debt maturity in October 2020. Despite good liquidity, overall leverage levels remain well above what can be refinanced and a path to return to peak EBITDA levels is unlikely in the present operating environment." PACIFIC THOMAS: 9th Cir. Allows Ch. 11 Trustee Avoidable Transfers ------------------------------------------------------------------ In the case captioned KYLE EVERETT, Chapter 11 Trustee, Plaintiff-Appellee, v. THOMAS CAPITAL INVESTMENTS, Defendant-Appellant, No. 17-15052 (9th Cir.), Thomas Capital Investments appeals a judgment of the district court affirming a judgment of the bankruptcy court allowing the Chapter 11 trustee to avoid $341,059.51 in preferential, fraudulent, and post-petition transfers. The bankruptcy court entered its judgment after finding that TCI, by failing to respond to the trustee's requests for admissions within 30 days, was deemed to have admitted all of the facts necessary to show that the transfers were avoidable. The U.S. Court of Appeals affirms the district court's decision. TCI contends that the bankruptcy court erred by giving preclusive effect to a judgment it entered in a related adversary case between the trustee and an entity known as Pacific Trading Ventures. However, the bankruptcy did not give preclusive effect to the prior judgment. Instead, it found that the trustee had proved the elements of his case through the requests for admission. Thus, TCI's argument about the preclusive effect of the prior judgment is irrelevant. TCI also asserts that if the 9th Circuit court determines in the related appeal between the trustee and Pacific Trading Ventures that the trustee did not prove that a certain lease was invalid, then the court must also reverse the judgment against TCI in this appeal. However, TCI does not develop a legal argument in support of this assertion, and therefore we deem the issue forfeited. Moreover, the bankruptcy court's order, in this case, was based on TCI's admissions, which were not at issue in the related case. Even if the court were to reverse the judgment in the related case, TCI's admissions would stand as an independent basis for the bankruptcy court's finding that the transfers to TCI involved avoidable transfers of the debtor's property. A full-text copy of the 9th Circuit's Memorandum dated March 22, 2018 is available at https://is.gd/EqsrTw from Leagle.com. About Pacific Thomas Corporation Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. Pacific Thomas Corporation is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii-based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, its COO and secretary. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. Kyle Everett has been named as Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposed to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PACIFIC THOMAS: 9th Cir. Vacates 2005 PTV Lease Turnover Order -------------------------------------------------------------- Appellants Randall Whitney, Jill Worsley, and Pacific Trading Ventures, LLC in the case captioned KYLE EVERETT, Chapter 11 Trustee, Plaintiff-Appellee, v. RANDALL C.M. WHITNEY; et al., Defendants-Appellants, No. 16-16047 (9th Cir.) appeal the district court's order affirming the bankruptcy court judgment. The bankruptcy court judgment ordered the turnover of money to the estate from PTV. The bankruptcy court based its turnover order on the court's conclusion that a 2005 lease agreement between PTV and the debtor, Pacific Thomas Corporation, was invalid. Although the bankruptcy court held that the 2005 lease agreement was void because PTC and PTV did not operate under the lease agreement, the bankruptcy court did not cite any California contract law or state court decision supporting its conclusion that a contract is void if the parties to the contract fail to implement it. Nor did the trustee propose a legal theory at trial that would support such a conclusion. On appeal, the trustee identifies two legal theories to support the bankruptcy court's order: (1) the lease agreement was a sham contract, and thus void from the beginning, or (2) PTC and PTV mutually rescinded the lease. The bankruptcy court did not make the factual findings necessary to support either theory. First, the bankruptcy court did not find that PTC and PTV entered into the lease agreement with an intent to deceive a third party, as required to invalidate a contract as a sham. Second, the bankruptcy court did not find that PTC and PTV's acts and conduct established they had a mutual and unequivocal intent to rescind, as required under California's law of contract rescission. Therefore, the Ninth Circuit vacates the district court's order affirming the bankruptcy court and remands to the district court with instructions to vacate the bankruptcy court's order and remand to the bankruptcy court to determine whether the parties' various lease agreements (the 2005 lease, the 2008 lease, the 2010 extension, and the 2012 amendment) are void under principles of California contract law. A full-text copy of the 9th Circuit's Memorandum dated March 27, 2018 is available at https://is.gd/ihU4Ec from Leagle.com. About Pacific Thomas Corporation Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. Pacific Thomas Corporation is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii-based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, its COO and secretary. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. Kyle Everett has been named as Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposed to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PARADIGM EVERGREEN: Court Withdraws Trystone Bid for Stay Relief ---------------------------------------------------------------- Judge Vincent F. Papala of the U.S. Bankruptcy Court for the District of New Jersey entered an order withdrawing creditor Trystone Capital Assets, LLC's motion for relief from the automatic stay. Trystone is granted an Administrative Claim of $500 for the necessity of filing the motion for stay relief. The bankruptcy case is in re: PARADIGM EVERGREEN, LLC Chapter 11, Debtor(s), Case No. 16-19943-VFP (Bankr. D.N.J.). A copy of Judge Papala's Consent Order dated March 15, 2018 is available at https://is.gd/2CP9u3 from Leagle.com. Paradigm Evergreen LLC, Debtor, represented by Morris S. Bauer -- mbauer@nmmlaw.com -- Norris McLaughlin & Marcus, PA. Paradigm Evergreen LLC, Debtor, represented by McElroy, Deutsch, Mulvaney & Carpenter, LLP. Paradigm Evergreen LLC, Debtor, represented by Norris, McLaughlin & Marcus, P.A. About Paradigm Evergreen Headquartered in New York, New York, Paradigm Evergreen LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-19943) on May 23, 2016. The petition was signed by David Kushner, managing member. The Debtor is represented by Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, P.A. The Debtor hired McElroy Deutsch Mulvaney & Carpenter, LLP, as special counsel. Honorable Vincent F. Papalia presides over the case. The Debtor estimated its assets at $1 million to $10 million and liabilities at $500,000 to $1 million at the time of the filing. On November 9, 2016, the Debtor filed its Chapter 11 plan and disclosure statement. PATRIOT NATIONAL: Severed from Karen Rigsby Lawsuit --------------------------------------------------- District Judge Morrison C. England entered an order severing Defendant Patriot National, Inc., from the case captioned KAREN RIGSBY, Trustee of the MARSH REVOCABLE TRUST OF 2003, and DONALD P. STEINMEYER, an individual, Plaintiffs, v. INTERCARE SPECIALTY RISK INSURANCE SERVICES, INC., et al., Defendants. and RELATED CROSS ACTION, Case No. 2:17-cv-01347-MCE-EFB (E.D. Cal.). The parties in the action agree and stipulate that: good cause exists to sever the action as to Patriot pursuant to Fed. R. Civ. Proc. 21; a stay of the action due to Patriot's Bankruptcy Petition will cause indefinite delay of the action and prejudice Plaintiffs if Plaintiffs are not permitted to proceed with their claims against the three solvent defendants, ISR Holdings, Inc., Kevin Hamm, and Phoenix; severing Patriot from the action will promote the expeditious resolution of this litigation; and Patriot is not an indispensable party to this litigation. Therefore, the parties agree and stipulate that the action will be severed as follows: Plaintiffs' claims for Intentional Interference of Contract and Fraudulent Conveyance against Patriot will be severed from the action and will proceed as a discrete, independent action. The severed action against Patriot will be stayed pursuant to Bankruptcy Code section 362(a). Plaintiffs' claims for Breach of Contract against ISR, Alter Ego Liability against ISR and Hamm, and Fraudulent Conveyance against Phoenix and ISR's cross-claims will proceed and will not be stayed by Patriot's Bankruptcy Petition. A full-text copy of the Stipulation and Order dated March 14, 2018 is available at https://is.gd/UgaaHO from Leagle.com. Karen Rigsby, Trustee of the Marsh Revocable Trust of 2003 & Donald P. Steinmeyer, an individual, Plaintiffs, represented by Robert Ross Riggs, Katzoff & Riggs, LLP & Stephen George Preonas, Katzoff and Riggs LLP. Intercare Specialty Risk Insurance Services, Inc., a California Corporation, ISR Holdings, Inc., a California Corporation & Phoenix Risk Management, Inc., Defendants, represented by Peter Dunn Lemmon, Law Offices of Peter Dunn Lemmon. Kevin Hamm, an individual, Defendant, represented by Dewey V. Harpainter -- lawoffices@deweyharpainter.com -- Law Offices of Dewey V. Harpainter. Patriot National, Inc., a Florida Corporation, Defendant, represented by Peter Dunn Lemmon -- peter@pdllaw.com -- Law Offices of Peter Dunn Lemmon, Rita M. Haeusler -- rita.haeusler@hugheshubbard.com -- Hughes Hubbard & Reed Llp, Albert L. Frevola, Jr. -- afrevola@conradscherer.com -- Conrad & Scherer, LLP, pro hac vice, Eric J. Hager -- ehager@conradscherer.com -- Conrad & Scherer, LLP, pro hac vice, Russell R. O'Brien --robrien@conradscherer.com -- Conrad & Scherer, LLP, pro hac vice & William R. Scherer – wscherer@conradscherer.com -- Conrad & Scherer, LLP. ISR Holdings, Inc., a California Corporation & Intercare Specialty Risk Insurance Services, Inc., a California Corporation, Cross-Claimants, represented by Peter Dunn Lemmon, Law Offices of Peter Dunn Lemmon. About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/-- provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on an official committee of unsecured creditors in the Debtors' cases. PEN INC: Unit Inks Fourth Amendment to MBank Loan Agreement ----------------------------------------------------------- PEN Inc.'s wholly-owned subsidiary PEN Brands LLC entered into the fourth amendment to its Loan and Security Agreement with MBank. The amendment permits the borrower to request up to three advances of not more than $200,000 each supported by certain qualifying purchase orders. Each purchase order advance is to be repaid in not less than 30 days. No subsequent request can be made until any prior purchase order advance has been repaid. Two of the Company's officers and directors have personally guaranteed repayment of purchase order advances. The fourth amendment also changes the maturity date from April 4, 2018 to July 3, 2018. That date becomes the date for an automatic one-year renewal unless either the lender or the borrower gives notice of non-renewal. Other terms and conditions of the agreement remain the same. About PEN Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. The Company's principal operating segments coincide with its different business activities and types of products sold. This is consistent with the Company's internal reporting structure. As of Sept. 30, 2017, Pen Inc. had $2.57 million in total assets, $3.34 million in total liabilities and a total stockholders' deficit of $770,444. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss in 2016 of $556,001, and has an accumulated deficit, stockholders' deficit and working capital deficit of $5,900,167, $578,096 and $1,072,691, respectively, at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. PENN VIRGINIA: Dist. Ct. Affirms Ruling Dismissing R. Koropey Suit ------------------------------------------------------------------ Pro se appellant in the appeals case captioned ROMAN J. KOROPEY, Appellant, v. PENN VIRGINIA CORPORATION, Appellee, Civil Action No. 3:17-cv-530-JAG (E.D. Va.) owned stock in the Penn Virginia Corporation prior to the company filing for Chapter 11 bankruptcy and restructuring its stock ownership. In the bankruptcy proceeding, Koropey filed an adversary complaint in which he claimed that Penn Virginia defrauded its investors and asked the Bankruptcy Court to revoke its approval of the proposed Chapter 11 bankruptcy plan. The Bankruptcy Court dismissed Koropey's adversary proceeding, and Koropey appealed. District Judge John A. Gibney, Jr., affirms the Bankruptcy Court and dismisses the appeal because Koropey's adversary complaint fails to allege that Penn Virginia engaged in any fraud that warranting revocation of the Bankruptcy Court's approval order. In dismissing Koropey's complaint, the Bankruptcy Court found that Koropey failed to "identify any particular statement or act" constituting fraud by Penn Virginia, and therefore failed to sufficiently plead fraud under the heightened pleading standard of Federal Rule of Civil Procedure Rule 9 and Bankruptcy Rule 7009. The Bankruptcy Court also found Koropey's complaint time barred. On appeal, Koropey argues that Penn Virginia fraudulently misrepresented (1) the value of the common stock issued to the Backstop Parties and (2) the value of the Commitment Premium paid to the Backstop Parties. In essence, Koropey says Penn Virginia undervalued the stock in the Rights Offering. In support of his claims, Koropey points to the initial purchase price of $3.18 for stock that later traded on the open market for $42-$50 per share. He also says that the Backstop Parties should have received no more than $3,000,000 as a premium but received more because of the increase in the shares' value. The District Court finds that Koropey failed to plead sufficient facts demonstrating that either the value of the Backstop Parties' shares or the value of the Commitment Premium was procured by fraud. Koropey merely points to the rise the stock price and claims that because the price increased, Penn Virginia must have fraudulently created the $3.18 price. He does not point either to any potential fraud in the process by which the debtors determined the initial offering price or any facts to show that they intended to come to a deflated price. He also does not allege anything showing that the $3.18 price was too low based on the facts known at the time. Finally, he does not show any way in which Penn Virginia could gain from generating less capital than they could have by selling the stock at a higher price. As the Bankruptcy Court properly noted, Koropey's argument rests on the fallacy that a temporal relationship proves a causal relationship. This tenuous claim falls far short of the heightened pleading standard for fraud, and Koropey does not sufficiently allege that the Penn Virginia misrepresented the value of the shares as they relate to the Rights Offering or the Commitment Premium. For these reasons, the Bankruptcy Court did not err when it dismissed Koropey's adversary complaint. A full-text copy of Judge Gibney's Opinion dated March 15, 2018 is available at https://is.gd/n75C5F from Leagle.com. Roman J. Koropey, Appellant, pro se. Penn Virginia Corporation, Appellee, represented by Michael Allen Condyles -- michael.condyles@kutakrock. -- Kutak Rock LLP & Jeremy Shane Williams --jeremy.williams@kutakrock.com -- Kutak Rock LLP. About Penn Virginia Corporation Based in Radnor, Pennsylvania, Penn Virginia Corporation is an independent oil and gas company engaged in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in the Eagle Ford Shale in South Texas. Each of Penn Virginia Corporation, Penn Virginia Holding Corp., Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The petitions were signed by Seth R. Bullock as chief restructuring officer. The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak Rock LLP as local counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as restructuring advisor, KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice, claims and balloting agent. PJT Partners is acting as financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal advisor to the ad hoc committee of noteholders. Opportune LLP is acting as financial advisor and Bracewell LLP is acting as legal advisor to Wells Fargo (as agent) and the RBL lenders. Judge Keith L. Phillips has been assigned the cases. PFS HOLDING: S&P Lowers CCR to 'CCC-' on Increased Default Risk --------------------------------------------------------------- U.S.-based PFS Holding Corp. has suffered a dramatic loss of business to a key customer. S&P Global Ratings lowered its corporate credit rating on Easton, Pa.-based PFS Holding Corp. to 'CCC-' from 'CCC+'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's $280 million senior secured first-lien term loan to 'CCC-' from 'CCC+'. The recovery rating on the first-lien term loan remains '3', reflecting our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. We also lowered our issue-level rating on the company's $110 million senior secured second-lien term loan to 'C' from 'CCC-'. The recovery rating on the second-lien term loan remains '6', reflecting our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. Reported debt outstanding as of Dec. 31, 2017, was about $460 million. "The downgrade reflects our view that, absent significantly favorable changes in the company's circumstances, the company will seek a debt restructuring in the next six to 12 months, particularly given very low trading levels on its second-lien debt, between 30 and 40 cents on the dollar. It also reflects our view that cash flow will not be sufficient to support debt service and maintain sufficient cash interest coverage, resulting in an unsustainable capital structure. We forecast adjusted leverage in the mid-teens. PFS recently lost a substantial portion of business with one of its largest customers, which we believe represented over half of the company's EBITDA. Management implemented several cost savings initiatives last year, but we do not believe savings achieved will be sufficient to offset this dramatic profit loss. Further, we expect the company will continue to be pressured by a secular decline in the independent pet retail market, which we view as PFS' core customer base. Independent pet shops continue to lose market share to e-commerce and national pet retailers, as consumer adoption of e-commerce for pet products purchases grows. "The negative outlook reflects PFS' unsustainable capital structure, lack of cash flow to support debt service, and our view that the company could default in the next six to 12 months, absent significant favorable changes to the business. We believe the company could consider a distressed exchange or repurchasing its debt at less than par, particularly given the low trading prices of its debt. "We could lower the ratings over the next six to 12 months if the company announces a debt repurchase or restructuring in which we expect investors will receive less value than originally promised or if it files for bankruptcy. We could also lower the ratings if we anticipate other default scenarios, such as a payment default or a violation of the company's fixed charge covenant, should it spring. "We could take a positive rating action if we no longer expect a debt restructuring in the near term and do not view a covenant violation as a significant risk. This could occur if the company stabilizes the business by stemming sales declines to drop ship and independent retail customers, while also executing on cost savings initiatives." PURADYN FILTER: Delays 2017 Form 10-K Filing -------------------------------------------- Puradyn Filter Technologies Incorporated filed a Form 12b-25 with the Securities and Exchange Commission notifying that it will be delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017 as the Company needs additional time to complete the financial statements to be included in the Form 10-K. About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures, markets and distributes worldwide the Puradyn bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. Puradyn Filter reported a net loss of $1.44 million on $1.94 million of net sales for the year ended Dec. 31, 2016, compared to a net loss of $1.44 million on $1.97 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Puradyn Filter had $1.30 million in total assets, $9.85 million in total liabilities and a total stockholders' deficit of $8.55 million. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUEST SOLUTION: Delays 2017 Annual Report ----------------------------------------- Quest Solution, Inc., filed a Form 12b-25 with the Securities and Exchange Commission notifying that it will be delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. The Company said it has encountered a delay in assembling the information, in particular its financial statements for the year ended Dec. 31, 2017, required to be included in its Annual Report. The Company expects to file its Annual Report with the SEC within 15 calendar days of the prescribed due date. About Quest Solution Quest Solution, formerly known as Amerigo Energy, Inc. -- http://www.QuestSolution.com/-- is a Specialty Systems Integrator focused on Field and Supply Chain Mobility. The Company is also a manufacturer and distributor of consumables (labels, tags, and ribbons), RFID solutions, and barcoding printers. Founded in 1994, Quest is headquartered in Eugene, Oregon, with offices in the United States. Prior to 2008, the Company was involved in various unrelated business activities. From 2008-2014 the Company was involved in multiple businesses inclusive of an oil and gas investment company. Due to changes in market conditions, management determined to look for acquisitions which were positive cash flow and would provide immediate shareholder value. In January 2014, the first such acquisition was completed of Quest Marketing Inc. (dba Quest Solution, Inc.). The Company has acquired a significant working capital deficit and issued a substantial amount of subordinated debt in connection with its acquisitions. As of Sept. 30, 2017, the Company had a working capital deficit of $14,811,674 and an accumulated deficit of $34,758,766. The Company's independent accounting firm RBSM, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has a working capital deficiency and significant subordinated debt resulting from acquisitions. These factors raise substantial doubt about the Company's ability to continue as a going concern. Quest Solution incurred a net loss attributable to common stockholders of $14.21 million for the year ended Dec. 31, 2016, following a net loss attributable to common stockholders of $1.71 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Quest Solution had $28.77 million in total assets, $44.84 million in total liabilities and a total stockholders' deficit of $16.06 million. QUIMERA RESTAURANT: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Quimera Restaurant Group LLC 999 Atlantic Avenue Brooklyn, NY 11238 Business Description: Quimera Restaurant Group owns the Barraca restaurant located at 81 Greenwich Avenue New York, NY 10014. Barraca is a Spanish restaurant focusing on genuine tapas, paella and sangria. http://www.barracanyc.com/ Chapter 11 Petition Date: April 10, 2018 Case No.: 18-41986 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Mark L. Cortegiano, Esq. MARK L. CORTEGIANO 65-12 69th Place Middle Village, NY 11379 Tel: (718) 894-9500 Fax: (718) 326-3781 E-mail: mark@cortegianolaw.com Total Assets: $413,884 Total Liabilities: $4.66 million The petition was signed by Hector Sanz- Izquierdo, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-41986.pdf RARE ELEMENTS: Court Dismisses Chapter 11 Bankruptcy Filing ----------------------------------------------------------- Ensorcia Metals Corporation disclosed that it won a major victory in Federal Bankruptcy Court in El Paso, Texas on April 9, 2018. The United States Bankruptcy Court, Western District of Texas, El Paso Division, dismissed a Chapter 11 bankruptcy filing by Rare Earth Elements Development Services Mineral Research LLC (REED). REED is controlled by country western singer Clay Walker. The Court found that the bankruptcy petition filed by Mr. Walker's company, REED, was not filed in good faith, that it was filed for an improper purpose, and that the intent of REED's filing was to extricate itself from a disputed agreement to benefit another Walker-controlled company, Alger Alternative Energy, of which Mr. Walker is CEO. "We are grateful that the Court dismissed the bankruptcy filing of Mr. Walker's company. Ensorcia has been fighting to get Walker's companies to honor their contractual obligations since Walker took control. We look forward to resolving this matter once and for all," said Peter Mirijanian, a spokesperson for Ensorcia. Ensorcia has brought an action in U.S. district court for the Southern District of Texas to get Walker's companies to honor their contractual commitments. Ensorcia Metals Corporation was represented by Wallace Showman of Ajamie LLP, 460 Park Avenue, 21 [st] floor, New York, NY 10022 and by Kemp Smith LLP, 221 N. Kansas, Suite 1700, El Paso, Texas. REED was represented by Cory Haugland of James and Haugland, 609 Montana Avenue, El Paso, Texas. About Rare Earth Elements Rare Earth Elements Development Services Mineral Research LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30258) on Feb. 20, 2018. In the petition signed by CEO Tracy L. Sizemore, the Debtor estimated assets and liabilities of less than $50,000. Judge H. Christopher Mott presides over the case. James & Haugland, P.C., is the Debtor's bankruptcy counsel. RAY ROGERS: $325K Private Sale of Equipment to Click Approved ------------------------------------------------------------- Judge Richard D. Taylor of the U.S. Bankruptcy Court for the District of Arkansas authorized Ray Rogers Timber Co., Inc.'s private sale of his legal and equitable interests in the following equipment: (i) a used 2012 Prentice 2670C Fellerbuncher, S/N B3E00160, with a CAT SC57 Sawhead, S/N PAW00185; (ii) a used 2006 Hydroax 670 Cutter, S/N HA19124, with a A22HICAP Sawhead, S/N SA15066; (iii) a used 2013 John Deere 648H Skidder, S/N 1DW648HSPDD650739; and (iv) a 2015 Prentice 2384C Loader, S/N KB600365 with 2015 Autobee 4048hd Grapple, S/N 113373-1-1, with 2016 CSI PTD-264 Ultra Delimber, S/N 26415073937 with 2016 PTTS KB50-DHL Offroad Carrier, S/N 5JYKB5022GP161782, to Jason Click for the cash sale price of $325,000. The sale is free and clear of liens. The Debtor is authorized to direct the Buyer to make a payment of $210,000 from the proceeds of the sale of the Equipment held as collateral by Southern Bankcorp Bank ("SBB") directly to SBB to be applied toward loans held by the Debtor with SBB, with SBB to then release its security interest in the Equipment to be transferred to the Buyer. The Debtor is authorized to direct the Buyer to make a payment of $115,000 from the proceeds of the sale of the Equipment held as collateral by Bank of Delight, directly to Bank of Delight, which is to be applied toward loans held by the Debtor with Bank of Delight, and the latter then releasing its security interest in the Equipment to be transferred to the Buyer. About Ray Rogers Timber Company Ray Rogers Timber Company, Inc., based in Nashville, Arizona, is engaged in the business of cutting and selling timber, in the ordinary course of its business. Ray Rogers Timber Company, Inc., filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 17-71461) on June 7, 2017. In the petition signed by E. Ray Rogers, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Richard D. Taylor presides over the case. Rufus E. Wolff, Esq., at Wolff & Ward, PLLC, serves as bankruptcy counsel to the Debtor. REMINGTON OUTDOOR: U.S. Trustee Forms 5-Member Committee -------------------------------------------------------- The Office of the U.S. Trustee for Region 3 on April 9 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Remington Outdoor Company, Inc., and its affiliates. The committee members are: (1) Pension Benefit Guaranty Corporation 1200 K. Street NW Washington DC 2005 Attention: Kimberly Neureiter Phone: 202-326-4020 x 3581 Email: neureiter.kimberly@pbgc.gov (2) Michelle Lefebre Personal Representative of the Estate of Shellsea Lefebre c/o Leonard (Bud) Siudara, Esq. 5865 Andover Court, Suite 100 Troy, MI 48098 Phone: 248417-7300 Email: Budatlaw@msn.com (3) Joy Seguin Representative of Precious Seguin c/o Timothy Monsees, Monsees & Mayer 4717 Grand Avenue, Suite 820 Kansas City, MO 64112 Phone: 816-361-5555 Email: tmonsees@monseesmayer.com (4) The Lanier Law Firm 6810 FM 1960 West Houston, TX 77069 Attention: Mark Lanier Phone: 713-659-5200 Email: wml@lanierlawfirm.com (5) Art Guild Inc. 300 Wolf Drive West Deptford, NJ 08086 Attention: Alanna Nelson Phone: 856-853-7500 Email: anelson@artguildinc.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. The company is controlled by Cerberus Capital Management. Remington's affiliated companies are FGI Holding Company, LLC; and FGI Operating Company, LLC; Remington Arms Company, LLC; Barnes Bullets, LLC; TMRI, Inc.; RA Brands, L.L.C.; and Remington Arms Distribution Company, LLC. As of Oct. 1, 2017, Remington listed $954.3 million in total assets against $1.306 billion in total liabilities and $351.9 million in stockholders' deficit. On March 25, 2018, Remington Outdoor Company, Inc. and 12 affiliated debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-10684) to seek confirmation of a prepackaged plan of reorganization. The Debtors continue to operate their businesses as debtors and debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No party has requested the appointment of a trustee or examiner and no committee has been appointed or designated in these Chapter 11 Cases. The Debtors' request for joint administration of these Chapter 11 Cases for procedural purposes only is currently pending. Milbank, Tweed, Hadley & McCloy LLP and Pachulski Stang Ziehl & Jones LLP are serving as bankruptcy counsel to the Debtors. Lowenstein Sandler is serving as co-counsel; Genovese Joblove & Battista, P.A., is special counsel; Alvarez & Marsal North America, LLC, is financial advisor; and Prime Clerk LLC is the claims and noticing agent and administrative advisor. Counsel to the Ad Hoc Group of Term Loan Lenders are O'Melveny & Myers, led by Andrew Parlen and Joseph Zujkowksi, and Richards, Layton & Finger LLP. Counsel to the ABL Agent and ABL Lenders is Skadden, Arps, Slate, Meagher & Flom LLP, led by Paul Leake, Shana Elberg, and Jason Liberi. Counsel to the Third Lien Notes Indenture Trustee, is Dorsey & Whitney LLP, led by Adam F. Jachimowski. Counsel to the Ad Hoc Group of Third Lien Noteholders are Willkie Farr & Gallagher LLP, led by Rachel C. Strickland and Joseph G. Minias; and Young Conaway Stargatt & Taylor, LLP, led by Edmon Morton. Counsel to Ankura Trust Company, as the successor administrative agent under the Term Loan Agreement, are Davis Polk & Wardell LLP, led by Damian S. Schaible; and Richards, Layton & Finger LLP, led by Mark Collins. REX ENERGY: Delays Annual Report Amid Restructuring --------------------------------------------------- Rex Energy Corporation has determined that it is unable to file its Annual Report on Form 10-K for the year ended Dec. 31, 2017 by the prescribed due date without unreasonable effort or expense due to the fact that the Company has directed a considerable amount of time towards evaluating and developing strategic alternatives with respect to a number of actions, including a significant restructuring of its balance sheet and has not been able to fully complete its financial statements and related disclosure to be included in the Form 10-K. The Company expects to file the Form 10-K within the time period prescribed in Rule 12b-25 promulgated under the Securities Exchange Act of 1934. Subject to the completion of the Company's annual financial statements for inclusion in the Form 10-K and the audit thereof by the Company's independent registered public accounting firm, the Company expects the results of its operations for its fiscal year ended Dec. 31, 2017 to reflect significant changes in results of operations from the results of its operations for the Company's fiscal year ended Dec. 31, 2016. For the fiscal year ended Dec. 31, 2017, the Company expects to report a net loss attributable to Rex Energy common shareholders of approximately $66.6 million, compared to a net loss attributable to Rex Energy common shareholders of approximately $108.8 million for the fiscal year ended Dec. 31, 2016, on total operating revenue for the fiscal year ended Dec. 31, 2017 of approximately $205.3 million, compared to total operating revenue of $139.0 million for the fiscal year ended Dec. 31, 2016. The increase in operating revenue is primarily due to an increase in the average sales price for natural gas, offset partially by a decrease in production. In addition to the year-to-year increase in total operating revenue, the principal reasons for such anticipated change in net loss attributable to Rex Energy common shareholders in 2017 as compared to 2016 include: (i) lower general and administrative expenses, (ii) a decrease in impairment expenses from approximately $74.6 million in 2016 to approximately $21.4 million in 2017, (iii) lower exploration expenses, (iv) lower depreciation, depletion, amortization and accretion expenses, (v) a lower loss on derivatives, (vi) the absence of debt exchange expenses in 2017, and (vii) a decrease in preferred stock dividends from 2016 to 2017 due to exchanges of preferred stock for common stock. These factors were partially offset by (i) an increase in production and lease operating expenses, (ii) a decrease in gain on disposal of assets, (iii) a decrease in other operating expenses, (iv) an increase in interest expense, (v) a loss on extinguishments of debt of approximately $3.0 million in 2017 as compared to a gain on extinguishments of debt of approximately $24.6 million in 2016, and (vi) the effect on net loss attributable to common shareholders of approximately $73.0 million in 2016 based on exchanges of preferred stock for common stock, compared with the absence of any effects from exchanges of preferred stock for common stock in 2017. As of April 3, 2018, the Company has not made the semi-annual interest payment to the holders of its second lien notes that was due April 2, 2018, and if that interest payment is not made prior to expiration of the 30 day grace period, the maturity date of the second lien notes will be, upon requisite notice, subject to acceleration. This nonpayment of the semi-annual interest payment on the second lien notes is an event of default under the Company's senior term loan facility, which, upon requisite notice, would result in an acceleration of the senior term loan facility maturity date as well. The Company entered into a forbearance agreement with the requisite lenders under its senior term loan facility on April 3, 2018. The forbearance agreement does not constitute a waiver of the event of default related to the nonpayment of the semi-annual interest payment and other non-financial covenants. The forbearance agreement specifies that the lenders will forbear from taking any enforcement actions during the forbearance period, which extends through April 16, 2018, unless earlier terminated. If the Company is unsuccessful in negotiating a restructuring transaction prior to the April 16, 2018 expiration of the forbearance, or is otherwise unable to further negotiate or extend the forbearance period, the agreement of the lenders to forbear from taking any enforcement actions with respect to the events of default will immediately and automatically cease. Both the nature and terms of a restructuring transaction and an extension of the forbearance period are not within the Company's control, and may directly affect the presentation of the Company's financial statements and footnotes and the liquidity and capital resources and related disclosures to be included in the Form 10-K. The Company said the successful negotiation of a transaction to restructure its balance sheet has been deemed to be outside of the Company's control in accordance with the Financial Accounting Standards Board Accounting Standards Codification 205-40, Going Concern. If the Company is not able to negotiate a transaction, it is probable that the events of default related to the nonpayment of the semi-annual interest payment will continue. "Due to these circumstances, the Company expects to conclude that there is substantial doubt about its ability to continue as a going concern for a reasonable period of time. The Company also expects that the report of its independent registered public accounting firm on the Company's 2017 consolidated financial statements will include an explanatory paragraph indicating that there is substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. "This explanation is based on current expectations of the Company as of the date hereof and is subject to completion of the Company's annual financial statements, which remain subject to audit by the Company's independent registered public accounting firm. Accordingly, the Company's final results of operations for its fiscal year ended December 31, 2017 could differ from the Company's current expectations." About Rex Energy Corporation Headquartered in State College, Pennsylvania, Rex Energy -- http://www.rexenergy.com/-- is an independent oil and gas exploration and production company with its core operations in the Appalachian Basin. The company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio. Rex Energy reported a net loss of $176.7 million for the year ended Dec. 31, 2016, a net loss of $361.0 million for the year ended Dec. 31, 2015, and a net loss of $42.65 million for the year ended Dec. 31, 2014. * * * In April 2016, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Rex Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's announcement that it has closed an exchange offer to existing holders of its 8.875% and 6.25% senior unsecured notes for a new issue of 8% senior secured second-lien notes due 2020 (not rated) and shares of common equity," said Standard & Poor's credit analyst Aaron McLean. In November 2016, Moody's Investors Service had withdrawn Rex Energy Corporation's (REX) 'Ca' Corporate Family Rating (CFR) and other ratings. REX ENERGY: Obtains Forbearance from Lenders Through April 16 ------------------------------------------------------------- Rex Energy Corporation and the subsidiary guarantors under the Term Loan Credit Agreement, dated as of April 28, 2017 among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Angelo, Gordon Energy Servicer, LLC, as administrative agent and collateral agent, and the lenders, have entered into a forbearance agreement, according to a Form 8-K filed with the Securities and Exchange Commission. Under the Forbearance Agreement, the Agent and the Lenders have agreed to forbear from exercising their rights and remedies under the Credit Agreement in respect of certain defaults and alleged defaults thereunder, which include a cross-default as a result of the Company's failure to make an interest payment due on April 2, 2018 pursuant to the terms of the indenture governing the Company's 1.0%/8.0% senior secured notes due 2020 and certain financial reporting defaults by the Company under the Credit Agreement. Under the Forbearance Agreement, that forbearance will continue through April 16, 2018, unless certain specified circumstances cause an earlier termination of that forbearance. Subject to the terms of the Forbearance Agreement, as a result of the existing defaults referred to above, the Agent and the Lenders have the right to exercise their rights and remedies under the Credit Agreement, including, but not limited to, the right to enforce their security interest in the Company's and the subsidiary guarantors' assets pledged as collateral to secure obligations under the Credit Agreement and to pursue collection from the Company and the subsidiary guarantors. The Forbearance Agreement does not cure or waive the existing defaults. Further, the Forbearance Agreement does not prevent the Agent from accelerating the amounts owed under the Credit Agreement, but prevents the Agents from taking any enforcement actions with respect to any accelerated obligations during the Forbearance Period. Upon expiration or termination of the Forbearance Period for any reason, the Agent and the Lenders will be able to exercise all rights and remedies granted to them under the Credit Agreement. The Company entered into the Forbearance Agreement to provide the Company with time to continue discussions with its lenders and other holders of its securities, including the Senior Notes, its preferred stock, and its common stock, regarding potential transactions, or to otherwise opportunistically consider strategic financing proposals that management believes may be beneficial to the Company and its stakeholders. There can be no assurance that the Company will reach any agreement with any stakeholders on a financial restructuring of the Company by the end of the Forbearance Period, if at all, or that the Forbearance Period will be extended. On April 2, 2018, Rex Energy did not make the semiannual payment of interest due in respect of its Senior Notes. If Rex Energy fails to make such interest payment within the 30 day grace period, the Senior Notes will be subject to acceleration. A full-text copy of the Forbearance Agreement is available for free at https://is.gd/AtFGAG About Rex Energy Corporation Headquartered in State College, Pennsylvania, Rex Energy -- http://www.rexenergy.com/-- is an independent oil and gas exploration and production company with its core operations in the Appalachian Basin. The company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio. Rex Energy reported a net loss of $176.7 million for the year ended Dec. 31, 2016, a net loss of $361.0 million for the year ended Dec. 31, 2015, and a net loss of $42.65 million for the year ended Dec. 31, 2014. * * * As reported by the TCR on April 6, 2016, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Rex Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's announcement that it has closed an exchange offer to existing holders of its 8.875% and 6.25% senior unsecured notes for a new issue of 8% senior secured second-lien notes due 2020 (not rated) and shares of common equity," said Standard & Poor's credit analyst Aaron McLean. As reported by the TCR on Nov. 21, 2016, Moody's Investors Service had withdrawn Rex Energy's (REX) 'Ca' Corporate Family Rating (CFR) and other ratings. RICHARD OSBORNE: $900K Sale of Mentor Commercial Property Approved ------------------------------------------------------------------ Judge Arthur I. Harris of the U.S. Bankruptcy Court for the Northern District of Ohio authorized Richard M. Osborne's sale of a parcel of commercial real property located at 7000 Fracci Court, Mentor, Ohio, permanent parcel no. 16B0390000050, to James A. Brown or his nominee for $900,000. The sale is free and clear of any interest of any entity other than the estate. The Debtor is authorized to disburse from the Gross Proceeds (or to authorize a title company to disburse from the Gross Proceeds) an amount sufficient to pay (i) the Real Estate Taxes prorated to the date of closing; (ii) one half of any title company escrow fee; (iii) one half of any real estate transfer taxes chargeable to the bankruptcy estate, and (iv) one half of an owner's fee title policy in the amount of the purchase price pending further order of the Court. The Debtor will hold the Net Proceeds in a separate DIP account pending further order of the Court. All other interests in Fracci Court are transferred to the Net Proceeds for distribution pursuant to later order of the Court, in accordance with the respective rights and priorities of the holders any interest in Fracci Court, as such right appears and is entitled to be enforced against Fracci Court, the Estate or the Debtor under the Bankruptcy Code or applicable non-bankruptcy law. The Chapter 11 case is In re Richard M. Osborne (Bankr. N.D. Ohio Case No. 17-17361). ROBERT VERCHOTA: $1.9M Sale of Las Vegas Property Approved ---------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada authorized Robert John Verchota to enter into agreements for the sale of his exempt real property located at 8365 S. Bonita Vista Street, Las Vegas, NV 89148, APN 176-17-601-001, to any buyer of his choosing for a gross purchase price of $1,869,600. A hearing on the Motion was held on March 28, 2018 at 1:30 p.m. The sale is free and clear of all liens and encumbrances. To the extent that the Court made findings of fact and conclusions of law on the record at the March 28, 2018 hearing, those findings of fact and conclusions of law are incorporated into the Order by this reference pursuant to Fed. R. Civ. P. 52(a)(1) and (2), made applicable to the proceeding pursuant to Fed. R. Bankr. P. 7052 and 9014(c). The first and second liens held by U.S. Bank National Association, as Trustee, successor in interest to Wachovia Bank, National Association, as Trustee for Banc of America Funding Corp. 2005-D Trust (formerly held by Wells Fargo) will be satisfied in full, and paid through escrow, and that any property taxes or other reasonable and customary closing costs may be paid through escrow at the time of the closing. Any remaining proceeds from the sale will be deposited into the Debtor's DIP Bank Account until such time as the Court has resolved (1) the Motion to Convert Case to Chapter 7 or in the alternative to Dismiss Debtor's Bankruptcy Pursuant to 11 U.S. Code 1112 filed by Craig Orrock on Jan. 19, 2018; and (2) and the Objection to Craig Orrock's Claim No. 7 and Motion for Order Avoiding Claimed "Equitable Lien" filed by the Debtor on Feb. 15, 2018 or pursuant to further order of the Court. The Order is without prejudice to Craig Orrock's rights to be determined by the Court in its Oral ruling on April 3, 2018 regarding the matters raised and currently pending before the Court. Yidnekachew Fantu filed his voluntary petition for relief under Chapter 13 of the Bankruptcy Code on Feb. 7, 2017. On July 10, 2017, the case was converted to one under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10151-TMD). No committee or trustee has been appointed in the case. ROCKY MOUNTAIN: Incurs $5.5 Million Net Loss in Six Months ---------------------------------------------------------- Rocky Mountain High Brands, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-KT for the transition period from July 1, 2017 to Dec. 31, 2017. Rocky Mountain reported a net loss of $5.50 million on $59,653 of sales for the six months ended Dec. 31, 2017, compared to a net loss of $3.14 million on $320,338 of sales for the six months ended Dec. 31, 2016. For the year ended June 30, 2017, the Company reported a net loss of $9.27 million on $401,974 of sales compared to net income of $2.32 million on $1.07 million of sales for the year ended June 30, 2016. As of Dec. 31, 2017, Rocky Mountain had $801,635 in total assets, $7.84 million in total current liabilities and a total shareholders' deficit of $7.04 million. Net cash used in operating activities during the six months ended Dec. 31, 2017 and 2016 was $836,334 and $789,802, respectively. In both periods, the Company used funds for freight, storage, and administrative expenses. Net cash used in investing activities during the six months ended Dec. 31, 2017 and 2016 was $664 and $76,409, respectively. In 2017 the Company expended $1,496 for computer and office equipment compared to $36,635 for vehicles in 2016. In 2016 the Company also invested $39,774 in Rocky Mountain High Water Company. Net cash provided by financing activities during the six months ended Dec. 31, 2017 and 2016 was $762,306 and $919,017, respectively. In 2017 debt issuances provided $760,000 and common stock sales provided $8,500. Also in 2017, the Company made payments on debt totaling $6,194. In 2016 common stock sales provided $456,650 and debt issuances provided $466,560. Also in 2016, the Company made payments on debt totaling $4,193. Paritz & Company, P.A., in Hackensack, New Jersey, the Company's auditor since 2015, issued a "going concern" opinion in its report on the 2017 consolidated financial statements stating that the Company has a shareholders' deficit of $7,041,899, an accumulated deficit of $31,662,414, and a working capital deficit of $7,106,673 as of Dec. 31, 2017, and has generated operating losses since inception. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/LrWQmd 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 "high-quality, health conscious", cannabidiol and hemp- infused products that span various categories including beverage, food, fitness, skin care and more. RMHB also markets a naturally high alkaline spring water as part of its brand portfolio. The Company continues to market its lineup of four naturally flavored hemp-infused functional beverages (Citrus Energy, Black Tea, Mango Energy and Lemonade) and a low-calorie Coconut Lime Energy drink, as well as hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots. RMHB also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water. RONALD WOODSON: April 26 Auction of Farmland and Mineral Interests ------------------------------------------------------------------ Ronald Glen Woodson and Lori Christine Woodson ask the U.S. Bankruptcy Court for the Western District of Oklahoma to authorize the sale of farmland and the mineral interests at a public auction to be conducted by Dakil Auctioneers, Inc. on April 26, 2018 at 6:00 p.m. Objections, if any, must be filed within 21 days from the date of notice. The farmland and the mineral interests will be sold "as is," without warranty, recourse, or representation, to the highest and best bidder free and clear the liens. The allowed secured claim of Arvest Bank in the amount of $94,327 plus interest will attach to the sale proceeds. A copy of the list of farmland and mineral interests attached to the Notice is available for free at: http://bankrupt.com/misc/Ronald_Woodson_258_Sales.pdf The sale of the Property is authorized by the Debtors' Corrected First Amended Plan of Reorganization. Ronald Glen Woodson, M.D., and Lori Christine Woodson filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 16-13422) on Aug. 25, 2016. A conversion motion was granted and the Chapter 7 case was converted to a case under Chapter 11 of the Bankruptcy Code. Their Corrected First Amended Plan of Reorganization was confirmed on Feb. 26, 2018. ROOFTOP RESTORATION: Voluntary Chapter Case Summary --------------------------------------------------- Debtor: Rooftop Restoration 18662 Stone Gate Dr Morrison, CO 80465 Business Description: Rooftop Restoration is a privately held company in Morrison, Colorado engaged in business of nonresidential building construction. Chapter 11 Petition Date: April 10, 2018 Case No.: 18-12921 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Edward Levy, Esq. ATLAS LAW FIRM, P.C. 3773 Cherry Creek North Drive, Suite 575 Denver, CO 80209 Tel: 303-481-6350 Fax: 303-484-4226 E-mail: elevy@atlaslawpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Philip M. Coutu, president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob18-12921.pdf SILVERSEA CRUISE: S&P Affirms 'B' Rating, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Monaco-based Silversea Cruise Holding Ltd. The outlook is stable. S&P said, "At the same time, we affirmed our 'BB-' issue-level rating on the company's $610 million senior secured notes due 2025 (pro forma for the proposed $60 million add-on). The recovery rating remains '1', reflecting our expectation for very high recovery (90% to 100%; rounded estimate: 95%) for lenders in a payment default." The notes are issued by Silversea's direct subsidiary, Silversea Cruise Finance Ltd. Silversea plans to use proceeds from the proposed $60 million add-on to fund additional ship-related capital expenditures. S&P said, "Although the proposed add-on results in a modest increase in our base-case forecasted leverage in 2018, we affirmed the 'B' corporate credit rating because the company has sufficient leverage capacity compared to our 7x adjusted leverage downgrade threshold and because we expect EBITDA growth to blunt the impact of incremental debt. Pro forma for the proposed add-on and a heightened level of capital expenditures in 2018, we expect adjusted leverage to remain high, in the high-5x area, and for adjusted funds from operations (FFO) to debt to remain in the low-double-digit percent area, through 2018." S&P said, "The stable outlook reflects our forecast for adjusted leverage to remain in the high-5x area through 2018, since we expect the incremental debt associated with the proposed add-on to the company's senior secured notes will offset our forecast for mid- to high-single-digit percent EBITDA growth in 2018. "Lower ratings are unlikely at this time given our forecast for EBITDA growth through 2018. Nevertheless, we would consider lower ratings if adjusted leverage were to be sustained above 7x, or interest coverage under 2x. This would result if EBITDA declined about 20% from our forecasted 2018 level and would likely be the result of an unexpected event. We would also consider lower ratings if we had a less favorable view of Silversea's business, which is unlikely unless an event led us to believe Silversea's brand was permanently impaired. "We could consider higher ratings if adjusted leverage stayed under 5x and adjusted FFO to debt remained over 12%. Although we expect leverage to improve to under 5x in 2019, we would need to believe that Silversea has sufficient cushion relative to our upgrade thresholds to be able to absorb new ship deliveries and remain under 5x, which we are not forecasting over the next few years, since we expect additional leverage to be incurred associated with the delivery of new ships." SWIFT STAFFING: $1.3M Sale of All Assets to Diverse Staffing Okayed ------------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi authorized Swift Staffing Holdings, LLC's private sale of substantially all assets to Diverse Staffing Services, Inc., for $1,250,000. A hearing on the Motion was held on Feb. 26, 2018. The sale is free and clear of all Liens, Claims and other interests of any kind or nature whatsoever with such Liens, Claims and other interests to attach to the proceeds of the sale. Notwithstanding anything contained in the Order or the APA to the contrary, nothing in the Order or the APA will authorize the transfer or assignment of any license if such transfer or assignment is prohibited by applicable nonbankruptcy law. Except as expressly provided for in the Order or the APA, the Buyer will not have any liability or other obligation of the Debtors arising under or related to any of the Sale Assets on account of the sale The proceeds from the sale of the Sale Assets will be placed in a segregated, United States Trustee authorized DIP bank account under the sole control of the Debtors' counsel, and such proceeds will not be disbursed until further order of the Court. Within seven days after the Closing Date, pursuant to Bankruptcy Rule 6004(f), the Debtors will file a report of sale with a copy of the settlement statement. The sale and/or transfer of any property containing personally identifiable information will be consistent with those procedures currently in place by the Debtors regarding the transfer of personally identifiable information in accordance with 11 U.S.C. Section 363(b)(1)(A). Because of the decrease in the Purchase Price noticed pursuant to the Motion, on April 4, 2018, the counsel for the Debtors will cause the Order to be served on creditors and parties in interest. Any objections to the Order will be filed by 5:00 p.m. (CST on April 12, 2018. In the event objections are filed, a hearing will be held on April 17, 2018, at 1:00 p.m. (CST). In the absence of any objections, the Order will become final as of April 13, 2018. About Swift Staffing Holdings Swift Staffing Holdings, LLC, is a full-service provider of staffing services with offices across the United States. Swift Staffing sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 18-10616) on Feb. 21, 2018. In the petition signed by Rodney Clay Dial, manager, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Jason D. Woodard. The Debtor tapped Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC, as counsel. TELEXFREE INC: District Court Nixes Bid to Dismiss SEC Lawsuit -------------------------------------------------------------- District Judge Nathaniel M. Gorton denied the defendants' separate motions to dismiss the civil action captioned SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. TELEXFREE, INC., TELEXFREE LLC, CARLOS N. WANZELER, SANTIAGO DE LA ROSA, RANDY N. CROSBY and FAITH R. SLOAN, Defendants, Civil Action No. 14-11858-NMG (D. Mass.) In the civil enforcement action, the Securities and Exchange Commission alleged that TelexFree, Inc. and TelexFree, LLC and eight individual defendants operated and promoted an illegal pyramid and Ponzi scheme, raising more than $300 million through a fraudulent and unregistered offering of securities since at least November 2012. TelexFree allegedly received more than $340 million from hundreds of thousands of investors and promised to pay those investors more than $1.1 billion, even though the company's retail product generated only $1.3 million in sales. The SEC alleged that Faith R. Sloan and Santiago De La Rosa violated federal securities laws by acting as "promoters" for TelexFree and that they 1) violated Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. section 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. section 240.10b-5; 2) violated Section 17(a) of the Securities Act of 1933, 15 U.S.C. section 77q(a); and 3) violated Section 5(a) of the Securities Act of 1933, 15 U.S.C. section 77e(a). Defendant Sloan argued that the SEC failed to allege that she committed unlawful conduct with sufficient particularity. Plaintiff responds that it has met the heightened pleading requirements of Fed. R. Civ. P. 9(b). When pleading an action that sounds in fraud, a plaintiff "must state with particularity the circumstances constituting" the fraud. Particularity requires alleging the "time, place, and content of the alleged misrepresentation with specificity." Here, plaintiff has met that burden. Plaintiff, in its second amended complaint, identifies specific statements that Sloan allegedly made to investors and provides the substance and dates of those statements. Thus, plaintiff alleges fraud with specificity. Sloan's argument that her statements were neither manipulative nor deceptive is unavailing. At the motion to dismiss stage, the Court accepts all plausibly alleged facts as true. The SEC has plausibly alleged that Sloan omitted material facts about TelexFree being a Ponzi and pyramid scheme. Accordingly, plaintiff has sufficiently alleged that her statements were manipulative or deceptive. Sloan averred that plaintiff has failed to allege scienter. To prove scienter under Section 10(b) of the Exchange Act and its accompanying Rule 10b-5 as well as Section 17(a)(1) of the Securities Act, a party must demonstrate "a showing of either conscious intent to defraud or a high degree of recklessness." Plaintiff has plausibly alleged that Sloan possessed material knowledge of TelexFree's business model with respect to revenue from AdCentral and retail sales. Drawing all reasonable inferences in the nonmovant's favor, the SEC has plausibly alleged that Sloan was at least reckless in not becoming aware that TelexFree was a Ponzi and pyramid scheme. This logic applies a fortiori to the SEC's claims under Section 17(a)(2) and 17(a)(3) which require only a showing of negligence. Defendant De La Rosa argued that the SEC failed to allege that he made any untrue or misleading statement of material fact. As explained, however, material omissions of fact may render a statement fraudulent. Plaintiff has plausibly alleged that De La Rosa knew that TelexFree was a Ponzi and pyramid schemed and that his omission of that fact from his statements violated the securities laws. Second, De La Rosa submitted that the SEC has failed to allege scienter. Among other facts, plaintiff alleged that 1) De La Rosa had access to back office information concerning sales and revenue, 2) investors would be paid merely for posting internet ads, 3) investors would receive an outsized return on investment and 4) De La Rosa received more than $2 million from investors. Taking all of plaintiff's plausible allegations as true, and drawing all reasonable inferences in its favor, plaintiff has sufficiently alleged that De La Rosa acted at least recklessly by not disclosing that TelexFree was a Ponzi and pyramid scheme. Finally, as to Count III of the second amended complaint, De La Rosa argued that plaintiff has failed to allege that he sold or offered unregistered securities. A prima facie case for violations of Section 5(a) and 5(c) of the Securities Act requires a plaintiff to allege that (1) no registration statement was in effect as to the securities, (2) the defendant directly or indirectly offered to sell or sold the securities, and (3) the offer or sale was made in connection with the use of interstate transportation, communication or the mails. Here, TelexFree's agreements with investors with respect to the AdCentral scheme were "investment contracts" and thus unregistered "securities." Through a series of websites and Youtube videos, these unregistered securities were sold in interstate commerce. Accordingly, plaintiff has plausibly alleged that De La Rosa violated Section 5(a) and 5(c) of the Securities Act. A full-text copy of Judge Gorton's Memorandum and Order dated March 16, 2018 is available at https://is.gd/zVCBZ6 from Leagle.com. Securities and Exchange Commission, Plaintiff, represented by Deena R. Bernstein -- bernsteind@sec.gov -- U.S. Securities & Exchange Commission & James M. Fay, Securities and Exchange Commission. Cory S. Flashner, Plaintiff, pro se. Telexfree, Inc., Defendant, pro se. Telexfree, LLC, Defendant, pro se. Carlos N. Wanzeler, Defendant, represented by John J. Commisso -- John.Commisso@jacksonlewis.com -- Jackson Lewis PC & Paul V. Kelly, Jackson Lewis PC. Santiago De La Rosa, Defendant, represented by Allison M. O'Neil -- allison.oneil@lockelord.com -- Locke Lord LLP, Scott R. Magee -- scott.magee@lockelord.com -- Locke Lord LLP & Stephen G. Huggard -- stephen.huggard@lockelord.com -- Locke Lord LLP. Randy N. Crosby, Defendant, represented by Sarah P. Kelly, Nutter -- skelly@nutter.com -- McClennen & Fish, LLP. Faith R. Sloan, Defendant, represented by C. Peter R. Gossels -- pgossels@socialaw.com -- Weston, Patrick, Willard & Redding. Telefree Financial, Inc., Relief Defendant, Defendant, pro se. Stephen B. Darr as Trustee of the Chapter 11 Estates of TelexFree, Inc. and TelexFree, LLC, Interested Party, represented by Charles R. Bennett, Jr. -- cbennett@murphyking.com -- Murphy & King, PC & Michael K. O'Neil -- moneil@murphyking.com -- Murphy & King, PC. United States of America, Intervenor, represented by Andrew E. Lelling, United States Attorney's Office MA. TENNECO INC: S&P Puts BB+ on Watch Negative on Federal Mogul Deal ----------------------------------------------------------------- S&P Global Ratings placed its ratings on Tenneco Inc., including the 'BB+' corporate credit rating, on CreditWatch with negative implications. Global auto supplier Tenneco Inc. has announced that it has signed a definitive agreement to acquire Federal-Mogul, a leading supplier of powertrain products for original equipment manufacturers and aftermarket products, for a total consideration of $5.4 billion. The acquisition will be funded through cash, Tenneco equity, and the assumption of debt. S&P said, "We expect the transaction to be completed in the second half of 2018, subject to regulatory approval. Until we gain a more detailed understanding of the strategic benefits and integration challenges from the acquisition, we are placing the corporate credit rating and all issue-level ratings on Tenneco on CreditWatch with negative implications as we expect debt leverage to be over 4x." The CreditWatch placement with negative implications reflects at least a 50% chance that S&P could lower the ratings at least one notch due to elevated debt leverage. S&P expects to resolve the CreditWatch listing over the next 90 days, once S&P has a better understanding of how the future strategic direction, integration challenges, and elevated debt leverage will affect Tenneco's business risk and financial risk profiles. TEXAS E&P: Trustee's Sale of Elder Property to Miken for $25K OK'd ------------------------------------------------------------------ Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Jason R. Searcy, the Chapter 11 trustee for Texas E&P Operating Inc., (a) to settle disputes with Miken Oil, Inc. involving (i) a 20-acre mineral lease pursuant to the 1931 W.W. Elder Lease (06231) in Gregg County, Texas ("1931 Lease"); (ii) disposition of 4.29 acres the Debtor owns in Gregg County, Texas ("Elder Property"); and (iii) Miken's related Motion for Relief from the Automatic Stay; and (b) to sell the Elder Property to 213Miken for $25,000. The sale is free and clear of any liens, claims, and encumbrances. Provided, however, that all unpaid and due ad valorem taxes attributable to the property being sold payable to Gregg County for tax years prior to 2018 will be paid from the sale proceeds with interest that has accrued from the petition date through the date of payment at the state statutory rate pursuant to 11 U.S.C. Sections 506(b) and 511 at or as soon as possible after closing and the ad valorem tax lien of Gregg County will attach to the proceeds until such payment. The lien created for 2018 ad valorem taxes plus all penalties and interest that may accrue owed to Gregg County will remain attached to the property being sold notwithstanding any other provision in the Order and will be the obligation of Miken Oil, Inc. or its assigns. About Texas E&P Operating Based in Richardson, Texas, the Texas E&P group of companies -- http://texasepgroup.com/-- offer direct investment opportunities in its oil and natural gas projects in the Southwestern United States. From the initial investment to the production of each well, the Group oversees each phase of development. Texas E&P Operating is an independent oil and natural gas operator, with specialties in developing new and existing oil fields since 1994. Texas E&P Funding manages a diverse offering of oil and natural gas investments. Texas E&P Well Service is in the well workover and completion industry, with dedication to safety and innovation. Texas E&P Operating, Inc., f/k/a Chestnut Exploration and Production, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017. In the petition signed by Mark A. Plummber, president, the Debtor estimated its assets and liabilities at between $10 million and $50 million. Judge Stacey G. Jernigan presides over the case. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors' in the Debtor's case. The Committee retained Okin Adams LLP as its legal counsel. On Jan. 19, 2018, Jason Searcy was appointed as the Debtor's Chapter 11 trustee. The trustee hired Searcy & Searcy, P.C., as bankruptcy counsel. TITAN ENERGY: Delays Filing of 2017 Annual Report ------------------------------------------------- Titan Energy, LLC notified the Securities and Exchange Commission that its Annual Report on Form 10-K for the year ended Dec. 31, 2017 could not be filed within the prescribed time period without unreasonable effort or expense because the Company needs additional time to complete the preparation of its oil and gas reserve report and related analysis as of Dec. 31, 2017. The Company anticipates filing its Form 10-K no later than fifteen calendar days following the prescribed due date, in accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended. As a result of the Company's application of fresh start accounting following its emergence from Chapter 11 on Sept. 1, 2016, the Company's assets and liabilities were recorded at their estimated fair values. Accordingly, the Company's financial condition, results of operations, and cash flows for the fiscal year ended Dec. 31, 2017 may not be comparable to its financial condition, results of operations, and cash flows prior to and after the Plan Effective Date during the fiscal year Dec. 31, 2016. About Titan Energy Pittsburgh, Pennsylvania-based Titan Energy, LLC -- http://www.titanenergyllc.com/-- is an independent developer and producer of natural gas, crude oil and NGLs, with operations in basins across the United States with a focus on the horizontal development of resource potential from the Eagle Ford Shale in South Texas. The Company is a sponsor and manager of Drilling Partnerships in which the Company co-invest, to finance a portion of its natural gas, crude oil and natural gas liquids production activities. Titan Energy is the Successor to the business and operations of ARP, a Delaware limited partnership organized in 2012. For the period from Sept. 1 through Dec. 31, 2016, Titan Energy reported a net loss of $33.31 million. For the period from Jan. 1, 2016, through Aug. 31, 2016, the Company reported a net loss of $177.4 million. Grant Thornton LLP, in Cleveland, Ohio, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company does not have sufficient liquidity to repay all of its current debt obligations. The Company's business plan for 2017 contemplates asset sales, obtaining additional working capital, and the refinancing or restructuring of its credit agreements to long-term arrangements, or other modifications to its capital structure. The Company's ability to achieve the foregoing elements of its business plan, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Titan Energy had $605.4 million in total assets, $605.5 million in total liabilities, and a $61,000 total members' deficit. TOWERSTREAM CORP: Barry Honig Reports 6.5% Stake as of April 2 -------------------------------------------------------------- Barry Honig reported in a Schedule 13G filed with the Securities and Exchange Commission that as of April 2, 2018, he beneficially owns 25,690 shares of common stock of Towerstream Corporation, constituting 6.51% (based on 394,399 shares of common stock outstanding as of March 23, 2018). Barry Honig is the direct owner of 11,825 shares of common stock constituting 2.99% of the Issuer's outstanding common stock, and has the sole power to vote and dispose of those Securities. GRQ Consultants, Inc. 401K is the direct owner of 13,865 shares of common stock constituting 3.52% of the Issuer's outstanding common stock, and has the shared power to vote and dispose of such Securities. Barry Honig is the trustee of 410K and in that capacity has the shared voting and dispositive power over the securities held by GRQ Consultants. A full-text copy of the regulatory filing is available at: https://is.gd/7oRjOI About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $14.37 million in 2017 and a net loss attributable to common stockholders of $22.15 million in 2016. As of Dec. 31, 2017, Towerstream had $26.45 million in total assets, $40.84 million in total liabilities and a total stockholders' deficit of $14.39 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, Marcum LLP, the Company's accounting firm since 2007, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TOWERSTREAM CORP: Incurs $14.4 Million Net Loss in 2017 ------------------------------------------------------- Towerstream Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stockholders of $14.37 million on $26.21 million of revenues for the year ended Dec. 31, 2017, compared with a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Towerstream had $26.45 million in total assets, $40.84 million in total liabilities and a total stockholders' deficit of $14.39 million. Net cash used in operating activities for the year ended Dec. 31, 2017 totaled $1,423,961 compared to $6,188,647 for the year ended Dec. 31, 2016. The $4,764,686 decrease in cash used in operations is due to a $7,725,039 decrease in net loss, a $2,344,841 decrease in cash outflows associated with operating assets and liabilities, offset by a $5,305,194 decrease in non-cash items. Net cash used in investing activities for the year ended Dec. 31, 2017 totaled $2,431,752 compared to $2,322,429 for the year ended Dec. 31, 2016 representing an increase of $109,323. Cash capital expenditures totaled $2,407,877 in the 2017 period compared to $2,361,601 in the 2016 period representing an increase of $46,276. Capital expenditures can fluctuate from period to period depending upon the number of customer additions and upgrades, network construction activity related to increasing capacity or coverage, and other related reasons. Net cash used in financing activities for the year ended Dec. 31, 2017 totaled $868,749 compared to net provided by financing activities of $7,213,677 for the year ended Dec. 31, 2016 representing a decrease of $8,082,426. During the 2016 period, the Company completed three common stock offerings which resulted in net proceeds of $6,142,680 and two preferred stock offerings which resulted in net proceeds of $2,022,372. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, Marcum LLP, the Company's accounting firm since 2007, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/WEufeF About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. TOYS R US: Received $1 Billion Bids for 85% Stake in Asian Unit --------------------------------------------------------------- Reuters reports that Joshua Sussberg, counsel to Toys 'R' Us, said on Wednesday the retailer has received multiple bids of more than $1 billion for an 85% stake in its Asian business. Speaking at a U.S. Bankruptcy Court hearing in Richmond, Virginia, Mr. Sussberg said the company was in advanced discussions with a buyer for its Central European business. He also said that liquidation sales and real estate auctions in the United States were going better than expected, creating additional money to repay creditors. According to the report, the company has said it will try to maintain more profitable locations in Europe and Asia as an on-going business while it liquidates its U.S. and U.K. operations. The report notes Toys 'R' Us suppliers have expressed concern in court papers over payments on hundreds of millions of dollars of toys that had been shipped before the company announced its liquidation plans. Industry executives and specialists have warned that many small vendors could go bankrupt themselves due to the disappearance of Toys 'R' Us and Babies 'R' Us in the United States. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. TRANS-LUX CORP: Ryan Morris Quits as Director --------------------------------------------- Ryan Morris, a director of Trans-Lux Corporation, advised the Company on March 30, 2018 that he was resigning from the Board of Directors. About Trans-Lux Headquartered in New York, Trans-Lux Corporation designs and makes digital display solutions, fixed digit scoreboards and LED lighting fixtures and lamps. Trans-Lux incurred a net loss of $2.84 million for the year ended Dec. 31, 2017, compared to a net loss of $611,000 for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Trans-Lux had $14.98 million in total assets, $18.89 million in total liabilities and a total stockholders' deficit of $3.91 million. The Company's independent registered public accountants' report for the year ended Dec. 31, 2017 includes an explanatory paragraph that expresses substantial doubt about the Company's ability to continue as a going concern. Marcum LLP, in Hartford, Connecticut, stated that the Company has suffered recurring losses from operations and has a significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the Company is in default of the indenture agreements governing its outstanding 9 1/2% subordinated debentures which were due in 2012 and its 8 1/4% limited convertible senior subordinated notes which were due in 2012 so that the trustees or holders of 25% of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. TREEHOUSE PRESCHOOL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Treehouse Preschool Academy, Inc. as of April 9, according to a court docket. About Treehouse Preschool Academy Treehouse Preschool Academy, Inc., is a childcare and learning facility established to serve the families in Lakeland, Florida. It offers a nurturing and motivating educational environment that supports the children's growth and developmental needs. The school provides age-appropriate activities that stimulate the children's desire to learn and enable them to be confident and independent learners. Treehouse Preschool filed a Chapter 11 petition (Bankr. M.D. Fla. Case no. 18-1630) on March 5, 2018, estimating under $1 million in both assets and liabilities. Pierce J. Guard, Jr., Esq., and The Guard Law Group, PLLC, serve as counsel to the Debtor. TRI-STATE FINANCIAL: Ruling on Bankruptcy Estate Funds Affirmed --------------------------------------------------------------- In the appeals case captioned George Allison; Frank Cernik; Phyllis Cernik; Chris Daniel; Amy Daniel; Distefano Family LTD Partnership; Timothy Jackes; George Kramer; Bernie Marquardt; John Hoich; Denise Hoich; Appellants, v. Centris Federal Credit Union; Thomas D. Stalnaker, Trustee, Appellees, No. 16-3923 (8th Cir.), a group of investors appeals after the district court affirmed the bankruptcy court's finding that funds the investors transferred to Tri-State Financial, LLC (TSF) are part of TSF's Chapter 7 bankruptcy estate. The U.S. Court of Appeals, Eighth Circuit affirms the district court's decision. After Tri-State Ethanol (TSE) filed for Chapter 11 bankruptcy protection, a group of investors (Omaha Group) formed TSF, a shell corporation designed solely to finance TSE's continued operations until a Chapter 11 plan could be approved. Omaha Group transferred $2 million to TSF; TSF then transferred nearly $800,000 of those funds to TSE and $1.19 million to one of TSE's vendors. TSE subsequently converted its bankruptcy case into one under Chapter 7, and TSF filed claims seeking to recover the $2 million from TSE. TSF's claim to the nearly $800,000 was treated as a first-priority administrative claim, and its claim to the remaining $1.19 million was treated as a general unsecured claim subordinated to all other unsecured claims. The administrative claim was approved, and TSE's trustee paid the nearly $800,000 to TSF. TSF later filed for Chapter 11 bankruptcy protection, and its trustee was able to recover the $1.19 million from TSE. Omaha Group informed TSF's trustee the funds were not part of TSF's bankruptcy estate, and demanded their return. TSF's trustee initiated this adversarial proceeding to determine whether the $1.19 million is part of TSF's bankruptcy estate. Omaha Group argues the funds are not estate property because TSF was merely holding them in trust. TSF's trustee and Centris Federal Credit Union assert the funds are part of the bankruptcy estate. They also contend that various Omaha Group investors have released any claims they may have had to the funds, and that Omaha Group should be judicially estopped from claiming any interest in them. U.S. Bankruptcy Judge Timothy J. Mahoney held a hearing at which various TSF business records were introduced. Judge Mahoney found that TSF held the $1.19 million in trust, and thus, that the funds were not part of its bankruptcy estate. Centris and TSF's trustee appealed to the Bankruptcy Appellate Panel (BAP), which reversed and remanded the case for further proceedings. On remand, the case was reassigned to U.S. Bankruptcy Judge Shon Hastings because Judge Mahoney had since retired. Judge Hastings entered an order finding that the $1.19 million was part of TSF's bankruptcy estate. Omaha Group appealed to the BAP, arguing that Judge Hastings had erred by revisiting Judge Mahoney's factual findings, and had thereby exceeded the scope of the BAP's mandate and violated the law-of-the-case doctrine. The BAP agreed that Judge Hastings had not complied with Rules 63 and 9028, and remanded the case with instructions to comply with those rules on remand. On remand, Judge Hastings entered an order certifying her familiarity with the record and directing the parties to identify any witnesses they sought to recall. No one took advantage of that opportunity. Judge Hastings then entered an order in which she again concluded that Omaha Group had not shown that the funds were held in a trust, and that the $1.9 million was thus part of TSF's bankruptcy estate. Omaha Group then appealed to the district court, which affirmed. The 8th Circuit finds that Judge Hastings did not exceed the scope of the BAP's mandate by revisiting Judge Mahoney's factual findings. The BAP's mandate did not expressly or impliedly resolve the issue of whether the $1.19 million was property of TSF's bankruptcy estate. To the contrary, the BAP stated that "any consideration of [that] issue [was] premature." Judge Hastings also did not abuse her discretion by declining to apply the law-of-the-case doctrine. The BAP did not--explicitly or implicitly--adopt Judge Mahoney's findings as to whether TSF held the funds in trust; quite the opposite, it clearly declined to resolve any issues. Therefore, Judge Hastings was free to revisit Judge Mahoney's factual findings on remand from the BAP. Finally, Judge Hastings did not clearly err in finding that Appellants failed to show, by clear and convincing evidence, that TSF held the funds in trust. Judge Hastings correctly recognized that James Jandrain's testimony was self-serving, as he was both the Chairman of TSF's Board and an Omaha Group investor. There is also substantial evidence that Omaha Group initially intended the funds to be a capital contribution, and that Omaha Group and TSF later treated them as a loan. Initially, TSF's general ledger reflects that it treated the $2 million as equity. And the forensic accountant testified that the $2 million should have been treated as equity. Other facts tend to show a creditor-debtor relationship: TSF agreed to pay Omaha Group interest on the $2 million, TSF paid Omaha Group investors more than $450,000 in loan interest expenses they incurred in the transfer, and TSF retained $10,000 in interest the funds earned while deposited in its account. Accordingly, the judgment of the district court is affirmed. A full-text copy of the 8th Circuit's Decision dated March 16, 2018 is available at https://is.gd/VYQHob from Leagle.com. Charles Jan Headley, for Appellant. Robert J. Becker, for Appellee. Martin P. Pelster -- Mpelster@crockerlaw.com -- for Appellee. Frederick D. Stehlik -- fstehlik@grosswelch.com -- for Appellant. David J. Skalka -- Dskalka@crockerlaw.com -- for Appellee. John D. Stalnaker, for Appellee. About Tri-State Financial Tri-State Financial LLC, owner of the North Country Ethanol plant near Rosholt, South Dakota, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 08-83016) on Nov. 21, 2008, in Omaha, Nebraska. The company listed assets of $35 million and debt totaling $27 million. Centris Federal Credit Union holds a secured claim aggregating $19.6 million. The Chapter 11 case was filed four days after Centris launched a foreclosure action against Tri-State. Tri-State Financial's Chapter 11 case was converted to a case under chapter 7 on Feb. 11, 2013. Thomas D. Stalnaker was named as Chapter 7 trustee. TRIONFO 888: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Trionfo 888, LLC 44 Jefferson Street Brooklyn, NY 11206 Business Description: Trionfo 888, LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 10, 2018 Case No.: 18-41987 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: David H Wander, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: (212) 557-7200 Fax: 212-286-1884 Email: dhw@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Thomas Louie, managing member. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-41987.pdf TWO RIVERS: Reports $12.9 Million Net Loss for 2017 --------------------------------------------------- Two Rivers Water & Farming Company filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss before preferred dividends and non-controlling interest of $12.69 million on $692,000 of total revenue for the 12 months ended Dec. 31, 2017, compared to a net loss before preferred dividends and non-controlling interest of $8.31 million on $272,000 of total revenue for the 12 months ended Dec. 31, 2016. As of Dec. 31, 2017, Two Rivers had $38.15 million in total assets, $26.01 million in total liabilities and $12.13 million in total stockholders' equity. The Company has not generated significant revenues and has incurred net losses (including significant non-cash expenses) of approximately $12,924,000 and $10,727,000 during the years ended Dec. 31, 2017 and 2016, respectively. At Dec. 31, 2017, the Company has a working capital deficit and an accumulated deficit of approximately $24,700,000 and $90,000,000, respectively. The HCIC seller carry back debt and the GrowCo notes are in technical default. The $4M GrowCo Note is classified as current due to the holders' right to call the note upon 60-day's notice. GrowCo has received notification of an entity holding $2,115,000 of this debt of its intent to collect the amount of the note, plus back due interest and attorney fees. Since Dec. 31, 2017 to March 21, 2018 the Company has collected $535,000 under its financing arrangement with Powerdorn LLC under debt/equity financing. Currently GrowCo, through GCP1 is receiving rent payments on one-half of the first greenhouse. The first use of these funds will be to pay GCP1 accounts payable including GCP1's obligation to GrowCo. In addition, the Company has received $252,000 in preferred investment into its Water Redevelopment subsidiary. The Company is in the process of securing additional debt financing on the land and water assets that we own that are unencumbered. Additionally, the Company continues to reduce its general and administrative and cash required for its operations. The report from the Company's independent accounting firm M&K CPAS, PLLC, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/yrdu5M Annual Report Filing Delay The Company was not able to file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017 by the applicable due date. "The completion of the preparation of our financial statements for the year ended December 31, 2017 was delayed as the result of our transition to a new independent registered public accounting firm, effective as of the year ended December 31, 2017. The new independent registered public accounting firm was appointed by the Audit Committee on December 1, 2017, as described in a current report on Form 8-K that we filed with the SEC on December 4, 2017. Among other things, our management and new independent registered public accounting firm are continuing to review our water infrastructure assets for impairments to record for the year ended December 31, 2017," the Company stated in a Form 12b-25 filed with the SEC. "The completion of our financial statements was further delayed by the resignation of our chief financial officer on January 17, 2018, as described in a current report on Form 8-K that we filed with the SEC on January 22, 2018." About Two Rivers Based in Denver, Colorado, Two Rivers -- http://www.2riverswater.com/-- assembles its water assets by acquiring land with senior water rights. Two Rivers focuses on development and redevelopment of infrastructure for water management and delivery. Two Rivers' long-term strategy focuses on the value of our water assets and how to monetize water for the benefit of its stakeholders, including communities near where its water assets are located. VERIFONE INC: S&P Places 'BB' CCR on Watch Negative on Buyout News ------------------------------------------------------------------ VeriFone Inc. has entered into a definitive agreement to be purchased by private equity firm Francisco Partners for a total consideration of $3.4 billion (including Verifone's net debt), pending shareholder and regulatory approval. S&P Global Ratings said it has placed all its ratings, including the 'BB' corporate credit rating, on San Jose, Calif.-based VeriFone Inc. on CreditWatch with negative implications. The CreditWatch placement reflects the risk that Verifone's adjusted leverage could increase to above 3x to fund the acquisition by Francisco Partners. S&P said, "Depending on the amount of debt used to finance the purchase, the financial policy that new ownership pursues, and the potential impact on business operations, we could lower the ratings by one or more notches. We believe the existing debt will be refinanced at the close of the transaction and expect to withdraw the issue-level ratings at that time." S&P said, "We will monitor developments related to the proposed acquisition, including a review of the ultimate capital structure, long-term financial policy, business plan, and required approvals. We expect to resolve the CreditWatch when sufficient information becomes available, but no later than the close of the transaction." VERMILLION INC: Birchview Capital Has 4.1% Stake as of April 3 -------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Birchview Capital, LP disclosed that as of April 3, 2018, it may be deemed to beneficially own 2,438,247 shares of common stock of Vermillion, Inc., representing approximately 4.1% of the total number of Shares outstanding. On Dec. 23, 2017, Warrants to purchase 416,666 Shares, held by the Birchview Fund LLC, expired. As of April 3, 2018, Mr. Matthew Strobeck may be deemed to beneficially own 2,469,247 Shares, representing approximately 4.1% of the total number of Shares outstanding. This amount includes: (i) the 2,438,247 Shares beneficially owned by Birchview; and (ii) an additional 31,000 Shares held in custodial accounts in the name of Mr. Strobeck's wife for the benefit of Mr. Strobeck's children. The percentages reported are based on a total of 60,114,652 Shares outstanding, which is the sum of (i) the 60,039,338 Shares outstanding as of March 9, 2018, as reported in the annual report on Form 10-K filed by the Company on March 13, 2018, and (ii) the 75,314 Shares issuable upon exercise by the Reporting Persons of the Warrants, which have been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act.) A full-text copy of the regulatory filing is available at: https://is.gd/oIEYjy About Vermillion Headquartered in Austin, Texas, Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, discovers, develops, and delivers innovative diagnostic and technology tools that help women with serious diseases. Vermillion reported a net loss attributable to common stockholders of $11.43 million on $3.12 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $14.96 million on $2.64 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Vermillion had $7.49 million in total assets, $4.09 million in total liabilities and $3.40 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses from operations and has net cash flows deficiencies that raise substantial doubt about its ability to continue as a going concern. W W CONSTRUCTION: $48K Sale of Ranco Trailer, Kenworth Truck Okayed ------------------------------------------------------------------- Judge David W. Hercher of the U.S. Bankruptcy Court for the District of Oregon authorized W. W. Construction, LLC's sale of (i) 2007 Ranco End Dump Trailer, VIN IR9ESB5067L008791, Title # 1306313503, Plate # NP2718; and (ii) 1999 Kenworth Model T800, VIN 1NKDLB0XXXR831172, Title # 1303019603, to Steve Thomas for $48,000. The sale is free and clear of liens. The proceeds of sale will be disbursed to Northwest Bank in care of their attorney, Jason Ayres at Farleigh Wada Witt, 121 SW Morrison Street, Suite 600, Portland, Oregon. The Northwest Bank will give a credit to the Debtor in the amount of the proceeds of sale on the Debtor's debt to Northwest Bank. About W. W. Construction W. W. Construction, LLC, is a family owned and operated business founded in 1988 and is headquartered in Newport, Oregon. Acting as a general and sub contractor, W. W. Construction provides excavating, site work and underground utilities for projects located across the Northwest. W. W. Construction filed a Chapter 11 petition (Bankr. D. Ore. Case No. 18-60234) on Jan. 29, 2018. In the petition signed by Beth Wheeler, managing member, the Debtor estimated $1 million to $10 million both in assets and liabilities. The case is assigned to Judge David W Hercher. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, is the Debtor's counsel. WHAA LLC: $1.1M Sale of Montclair Commercial Property Approved -------------------------------------------------------------- Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California authorized WHAA, LLC's sale of the commercial property located at 5494 Arrow Hwy, Montclair, California to Ed Cook or his assignee for $1.1 million. The sale is authorized provided that San Bernardino County Treasurer and Tax Collector's claim and Arrow Highway Building Owners Association's claim will be paid in full out of escrow. The Debtor is authorized to (i) pay the commissions described in the Memorandum of Points and Authorities at the close of escrow; (ii) pay all liens, claims and interests on and against the Property; (iii) pay the real property taxes, plus interest, owed on the Property; (iv) pay all usual and customary escrow and closing and recording costs generally attributable to a seller of real property, if any, at the close of escrow; and (v) hold that portion of the sale proceeds attributable to disputed claims of exemption, liens and encumbrances, if any, pending further orders of the Court. Any disputed liens, claims or interest or portions of liens, claims and interests still unpaid at the close of escrow, if any, will be transferred and will attach to the net proceeds of the sale of the Property. All holders of the liens and encumbrances are ordered to execute any and all documentation that may be required to allow escrow to close and to fund payment of all Liens, Claims and Interests. The 14-day waiting period set forth in Bankruptcy Rule 6004(h) is waived. The Debtor is ordered to deposit the remaining funds in to its DIP account. About Whaa LLC Whaa LLC is the fee simple owner of a commercial building located at 5494 E. Arrow Highway, Montclair, California, valued at $975,000. It also has a fee simple interest in an industrial commercial property located at 5512 Arrow Highway, Montclair, with a current value of $975,000. Biodata Medical Laboratories, Inc., an affiliate, sought bankruptcy protection (Bankr. C.D. Cal. Case No. 16-20446) on Nov. 28, 2016. Whaa LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-14661) on June 2, 2017. Henry Wallach, managing member, signed the petition. At the time of the filing, the Debtor disclosed $2.01 million in assets and $1.36 million in liabilities. Judge Mark S. Wallace presides over the case. The Law Offices of Margarit Kazaryan serves as bankruptcy counsel to the Debtor. WILLIAM B. LAWTON: Billy Navarre Buying 2015 Ford F150 for $27K --------------------------------------------------------------- William B. Lawton Co., LLC, asks the U.S. Bankruptcy Court for the Western District of Louisiana to authorize the sale of 2015 Ford F 150 Crew FX4, VIN: 1FTEW1EG5FKD86783, to Billy Navarre Certified for $27,000. After the filing of the initial Schedules, it was discovered that title to the Ford F 150 is held in the name of the Debtor. The Debtor listed it on Schedule B of its Amended Schedules filed contemporaneously with the Motion. It estimated value Ford F 150 listed in the Schedules is $29,000 based upon Kelley Blue Book's private party sale value. The Debtor owns the Ford F 150 free and clear of any liens and/or encumbrances. It has received an offer to purchase the Ford F 150 from the Buyer, a used car dealer, in the amount of $27,000. The Debtor has reviewed the offer, and has determined that the offer to purchase the Ford F 150 is fair and equitable. It asks approval from the Court to sell the Ford F 150 free and clear of any liens and/or encumbrances, in "as is" condition, with no warranties, to the Buyer. A copy of the Letter of Intent attached to the Motion is available for free at: http://bankrupt.com/misc/William_B_Lawton_Co_81_Sales.pdf The Debtor has determined that approval of the Sale is the best way to maximize the value of its estate for the benefit of all constituencies. It will utilize the proceeds of the sale in the distribution to creditors in the Plan being it prepared. The Purchaser: BILLY NAVARRE CERTIFIED 101 W. Prien Lake Road Lake Charles, LA 70601 Attn: John J. Michon Telephone: (337) 478-5100 William B. Lawton Co. William B. Lawton Co., LLC, River Oaks Exploration, LLC, and Rayville Resources, LLC, are engaged in the oil and gas extraction business. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case Nos. 17-20948 to 17-20950) on Oct. 10, 2017. In the petitions signed by William T. Drost, its president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Robert Summerhays presides over the cases. Lisa M. Hedrick, Esq., at Adams and Reese LLP, serves as Chapter 11 counsel to the Debtors. WISEWEAR CORP: Heritage Global Partners Appointed as Auctioneer --------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Wisewear Corp.'s employment of Heritage Global Partners as Auctioneer. The Debtor will place a notice on the bid submission form that states substantially "Notice -- Gerald Wilmink's new employer, CarePredict, may submit a sealed bid for the assets." The notice will be in bold type, underlined and in a font size that is the same size as the font the majority of the bid submission form is written in. Heritage is authorized to auction the Debtor's intellectual property listed on Exhibit D to the motion by auction as provided for in the Motion on May 22, 2018, subject to final Court approval. Within five business days of the Auction, the Debtor will file a motion to approve the sale and to pay Heritage its fees pursuant to the terms of the Application. The proceeds from the sale, in excess of the costs of sale and Heritage's compensation, will be held in a separate DIP account until further order of the Court except, the proceeds may be used to pay property taxes and Court approved administrative expenses. About Wisewear Corp. Wisewear Corp. -- https://wisewear.com -- specializes in the design, creation, and manufacturing of smart, connected, and beautiful internet of things (IoT) products for consumer, military, and medical applications. WiseWear "fuses fashion with threads of technology" by seamlessly integrating proprietary biosensing and wireless communication technologies into everyday items like jewelry. The Company's device connects to users' phone that enables to receive real-time mobile notifications and updates on users activity performance throughout the day. The WiseWear headquarters is located in the heart of the medical district in San Antonio, Texas. Wisewear Corp. sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 18-50403) on Feb. 28, 2018. In the petition signed by Gerald Wilmink, president/CEO, the Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The case is assigned to Judge Ronald B. King. The Debtor tapped Ronald J. Smeberg, Esq., at The Smeberg Law Firm as counsel. The Court appointed Heritage Global Partners and WFS, Inc., doing business as Tranzon Asset Strategies as Auctioneers. WISEWEAR CORP: Tranzon Asset Strategies Appointed as Auctioneer --------------------------------------------------------------- Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Wisewear Corp.'s employment of WFS, Inc., doing business as Tranzon Asset Strategies, as Auctioneer. The Debtor may pay Tranzon under the terms of the Application in conjunction with the sale of the subject property with proceeds from the said sale. Tranzon is authorized to sell the Debtor's personal property listed on Exhibit D to the motion by auction as provided for in the Motion on May 23, 2018, except the auction procedures will be modified as follows: (i) no Debtor insider as defined in 11 USC Section 101(31) may bid on any item in the auction; and as a condition to the sale of the items listed in Exhibit D to the Motion, the aggregate total of all bids, excluding bid premiums, will meet or exceed 15% of the aggregate value of all items listed in Exhibit D to the Motion. Within 15 days of the completion of the auction, the Debtor will file a Report of Sale with the Court. The proceeds from the sale, in excess of the costs of sale, will be held in a separate DIP account until further order of the court except, the proceeds may be used to pay property taxes and Court approved administrative expenses. About Wisewear Corp. Wisewear Corp. -- https://wisewear.com/ -- specializes in the design, creation, and manufacturing of smart, connected, and beautiful internet of things (IoT) products for consumer, military, and medical applications. WiseWear "fuses fashion with threads of technology" by seamlessly integrating proprietary biosensing and wireless communication technologies into everyday items like jewelry. The Company's device connects to users' phone that enables to receive real-time mobile notifications and updates on users activity performance throughout the day. The WiseWear headquarters is located in the heart of the medical district in San Antonio, Texas. Wisewear Corp. sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 18-50403) on Feb. 28, 2018. The case is assigned to Judge Ronald B. King. In the petition signed by Gerald Wilmink, president/CEO, the Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The Debtor tapped Ronald J. Smeberg, Esq., at The Smeberg Law Firm as counsel. The Court appointed Heritage Global Partners and WFS, Inc., doing business as Tranzon Asset Strategies, as auctioneers. WOODBRIDGE GROUP: $15M Sale of Calabasas Property Approved ---------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Purchase Agreement of Woodbridge Group of Companies, LLC and its affiliated debtors with Wendy Dransfield in connection with the sale of Cablestay Investments, LLC's real property located at 24025 Hidden Ridge Road, Calabasas, California, together with the buildings located thereon and any other improvements and fixtures located thereon, and any and all tangible personal property and equipment remaining on the real property as of the date of the closing, to DKD, LLC for $14,950,000. A hearing on the Motion was held on April 5, 2018. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order; provided, however, that the portion of net proceeds not required to be reserved by the Debtors pursuant to the Final DIP Order, i.e., 80% of the net proceeds of the Sale, will be used by the Debtors to retire third-party secured debt on real property owned by a Debtor entity. The Debtors are authorized and empowered to pay the Broker Fee to the Purchaser's Broker and to the Seller's Broker, provided however, that the Debtors will hold, and will not pay, any Broker Fees to Kyle Giese or Adam Rosenfeld pending further order of the Court. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $600K Sale of Granada Hill Property Approved -------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Pennhurst Investments, LLC's real property located at 11541 Blucher Avenue, Granada Hills, California, together with the buildings and any other improvements and fixtures located thereon, and any and all tangible personal property and equipment remaining on the Real Property as of the date of the Closing, to Nidal A. Barakat Family Trust for $600,000. A hearing on the Motion was held on March 28, 2018. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order; provided, however, that the portion of net proceeds not required to be reserved by the Debtors pursuant to the Final DIP Order, i.e., 80% of the net proceeds of the Sale, will be used by the Debtors to retire third-party secured debt on real property owned by a Debtor entity. The Debtors are authorized and empowered to pay the Broker Fee to Marcus & Millichap. Filing of a copy of the Order in the county in which the Property is situated may be relied upon by all title insurers in order to issue title insurance policies on the Property. Any title insurer, escrow agent, or other intermediary participating in a closing of the Sale of the Property is authorized to disburse all funds at the closing of the Sale pursuant to the applicable settlement statement or escrow instructions provided by the parties to such Sale. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/WoodbridgeGroup_844_Order.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $6M Sale of Snowmass Property Approved -------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Purchase Agreement of Woodbridge Group of Companies, LLC, and its affiliated debtors with Wendy Dransfield in connection with the sale of Quarterpost Investments, LLC's real property located at 180 Saddleback Lane, Snowmass Village, Colorado, together with the buildings and any other improvements and fixtures located thereon, and any and all tangible personal property and equipment remaining on the real property as of the date of the closing, for $5,950,000. A hearing on the Motion was held on April 5, 2018. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order; provided, however, that the portion of net proceeds not required to be reserved by the Debtors pursuant to the Final DIP Order, i.e., 80% of the net proceeds of the Sale, will be used by the Debtors to retire third-party secured debt on real property owned by a Debtor entity. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 3% of the gross sale proceeds, and (ii) except as set forth, pay the Seller's Broker Fee to Sotheby's in an amount up to 3% of the gross sale proceeds; provided, however, that notwithstanding anything in the Order to the contrary, the Debtors are authorized and empowered to withhold $40,000 from the Seller's Broker Fee pending investigation and resolution of a $40,000 severance payment made by the Debtors to Laura Gee. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WP CPP HOLDINGS: S&P Affirms 'B' CCR & Alters Outlook to Stable --------------------------------------------------------------- S&P Global Ratings affirmed the 'B' corporate credit rating on WP CPP Holdings LLC (CPP) and revised the outlook to stable from negative. S&P said, "At the same time, we assigned our 'B' issue-level on CPP's proposed $125 million revolving credit facility due 2023 and proposed $625 million first-lien term loan due 2025. Both issues were assigned a '3' recovery rating, indicating a meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. We also assigned our 'CCC+' issue-level rating to CPP's proposed $125 million second-lien term loan due 2026. Its recovery rating is '6', indicating negligible recovery (0%-10%; rounded estimate: 0%) in the event of default." S&P said, "The outlook revision to stable reflects our expectations that CPP's revenue and earnings are likely to continue to grow in 2018, resulting in an improvement in its debt-to-EBITDA below our downgrade trigger of 7.0x. The company has resolved the issues that delayed qualifications on many new parts in late 2016 and early 2017, and that hurt revenues and earnings. Those parts are now entering production. The company also made changes to manufacturing processes that will improve its efficiency and help margins recover. We also expect to see CPP's debt to EBITDA at 6.2x-6.6x in 2018, compared with our previous expectation of 6.5x-6.9x, as new qualified parts contribute to revenue and earnings, and the company uses cash flow to pay down debt. We anticipate continued improvement in 2019 as debt to EBITDA improves to 5.7x-6.1x. New parts will continuing to boost growth, though overall margins could moderate due to lower margins on new parts as production ramps up. "The stable outlook on CPP reflects our expectation that debt to EBITDA will improve to less than 7.0x for 2018, with further improvement expected in 2019. CPP has been successful in improving efficiency, has qualified delayed products, and has won new content on next generation platforms that are helping revenue and earnings. The refinancing provides the company with additional liquidity to continue to develop new products and develop new business. "We could raise the ratings on CPP in the next 12 months if debt to EBITDA improves more than we expect—to less than 5.5x on a sustained basis. This would be the result of new contracts that bring in additional revenue and earnings, profitability improving on new products as production increases, or a faster pay down of debt than we anticipate. "Although less likely, we could lower the ratings on CPP in the next 12 months if debt to EBITDA remains above 7.0x and we do not expect it to improve. This could occur if the company encounters further unexpected delays on new products, or if profitability deteriorates on new products despite production increases. This could also occur if declining demand in key markets results in weaker earnings and cash flow, or if the company's debt reduction is less than we expect." YIDNEKACHEW FANTU: $24K Sale of Interest in Habesha Restaurant OK'd ------------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized Yidnekachew Fantu's sale of his 100% membership interest in Habesha Restaurant, LLC to Habesha Acquisition, Inc., for $24,000. The sale is free and clear of any and all liens, claims, and encumbrances against such membership interest, including any interest of the Debtor's non-filing spouse, Selam Abebegethun. Upon closing, the full purchase cash price will be held in the IOLTA trust account of the Debtor's counsel at CapitalOne Bank, N.A., pending the Court's consideration of a motion to convert the bankruptcy case to one under chapter 7. The Order is immediately enforceable, and no stay will apply under the Federal Rules of Bankruptcy Procedure. Yidnekachew Fantu filed his voluntary petition for relief under Chapter 13 of the Bankruptcy Code on Feb. 7, 2017. On July 10, 2017, the case was converted to one under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10151-TMD). No committee or trustee has been appointed in the case. ZERO ENERGY: Innovative Tilt-Up, T.L. Appointed to Committee ------------------------------------------------------------ The Office of the U.S. Trustee for Region 12 on April 9 appointed two more creditors of Zero Energy Systems, LLC, to serve on the official committee of unsecured creditors. The two unsecured creditors are: (1) Innovative Tilt-Up Design, LLC Attn: Dan Doyle W4496 Hwy 67 Campbellsport, WI 53010 Phone: (920) 269-7772 Email: Dan1@cedoyle.com (2) T.L. Fabrications, Ltd. Attn: Terry L. Jack 2110 B. Ave. P.O. Box 214 Victor, IA 52347 Phone: (319) 647-2100 Email: Tjack@iowatelecom.net The U.S. Trustee previously appointed City of Coralville, Iowa, Iowa Motor Truck Transport, Inc., and Consulting Engineers Corp. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Zero Energy Systems Zero Energy Systems -- http://www.zeroenergy-systems.com/-- provides state-of-the-art, computer-automated production of proprietary insulated concrete wall systems for residential and commercial construction. The Company's wall panels are specifically designed to store and release energy, creating a net-zero effect within the wall, while also providing disaster resistance, durability, and affordability. The Company has a heavy manufacturing facility at 428 Westcor Drive, Coralville, Iowa. Zero Energy Systems, LLC, filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 18-00622), on March 25, 2018. In the petition signed by Scott Long, managing member, the Debtor disclosed $14.03 million in total assets and $28.69 million in total liabilities. The Debtor is represented by Bradshaw, Fowler, Proctor & Fairgrave PC. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Alegion, Inc. Bankr. M.D. Ala. Case No. 18-30912 Chapter 11 Petition filed March 29, 2018 See http://bankrupt.com/misc/almb18-30912.pdf represented by: Michael A. Fritz, Sr., Esq. FRITZ LAW FIRM E-mail: bankruptcy@fritzlawalabama.com In re Kevin Lynn Ward Bankr. E.D. Ark. Case No. 18-11772 Chapter 11 Petition filed March 29, 2018 represented by: Joel Grant Hargis, Esq. NOLAN CADDELL REYNOLDS E-mail: jhargis@justicetoday.com In re Robert M. Kowalski Bankr. N.D. 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Case No. 18-01948 Chapter 11 Petition filed April 5, 2018 See http://bankrupt.com/misc/flmb18-01948.pdf represented by: Brian D. Solomon, Esq. VOLK LAW OFFICES E-mail: bsolomon@volklawoffices.com In re Multi-Specialty Enterprises, LLC Bankr. M.D. Fla. Case No. 18-02738 Chapter 11 Petition filed April 5, 2018 See http://bankrupt.com/misc/flmb18-02738.pdf represented by: Buddy D Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com In re NYC BROOK LLC Bankr. E.D.N.Y. Case No. 18-41908 Chapter 11 Petition filed April 5, 2018 See http://bankrupt.com/misc/nyeb18-41908.pdf represented by: Solomon Rosengarten, Esq. E-mail: VOKMA@aol.com In re 313 Endeavor PL Corp. Bankr. E.D.N.Y. Case No. 18-41922 Chapter 11 Petition filed April 5, 2018 See http://bankrupt.com/misc/nyeb18-41922.pdf Filed Pro Se In re Affordable Kar Kare, Inc. Bankr. N.D. Tex. Case No. 18-31247 Chapter 11 Petition filed April 5, 2018 See http://bankrupt.com/misc/txnb18-31247.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com In re Alex J. Addy Bankr. S.D. Tex. Case No. 18-31777 Chapter 11 Petition filed April 5, 2018 represented by: Margaret Maxwell McClure, Esq. E-mail: margaret@mmmcclurelaw.com In re Jana Jane Wilkins Bankr. W.D. Wash. Case No. 18-11420 Chapter 11 Petition filed April 5, 2018 represented by: Jeffrey B. Wells, Esq. WELLS AND JARVIS, P.S. E-mail: paralegal@wellsandjarvis.com ********* 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. *** End of Transmission ***