/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180418.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 18, 2018, Vol. 22, No. 107 Headlines 22 MAPLE STREET: KCP Appointed as Receiver for WHCL, et al. 3601 CROSSROADS: Permitted to Use Cash Collateral on Interim Basis 395 PL REALTY: Taps Ronald D. Weiss as Legal Counsel 4 WEST HOLDINGS: DOJ Watchdog Appoints M.L. Cyganowski as PCO A-OK ENTERPRISES: Hires Depew Gillen as Special Counsel ADAMA TECHNOLOGIES: Delays Filing of Annual Report ALPHA CARE AMBULANCE: Wants to Use Cash Collateral AMGP RESTAURANT: Hires S Kekatos & Associates as Accountant ARBOR PHARMACEUTICALS: S&P Lowers CCR to 'B+', Outlook Negative AYTU BIOSCIENCE: Falls Short of Nasdaq's Bid Price Requirement B&B LIQUIDATING: Committee Taps Pachulski Stang as Legal Counsel BADLANDS ENERGY: Selling Office Furniture and Equipment for $13K BAVARIA YACHTS: Selling/Abandoning All Remaining Personal Property BENDCO INC: Has Authority to Use BOA Cash Collateral BENDCO INC: Wants Authority to Use Cash Collateral BIG HEARTED BOOKS: Allowed to Use Cash Collateral Until April 23 BON-TON STORES: 2L Noteholders, Great American & Tiger Win Auction BON-TON STORES: Bid to Hire Hilco "Premature", 2L Noteholders Say C & D FRUIT: June 11 Auction of All Assets Set CARETRUST REIT: S&P Raises CCR to 'BB-', Outlook Stable CARTER FINANCIAL: Case Summary & 14 Unsecured Creditors CHATEAU CREOLE: Hires Patrick J. Gros, CPA as Accountant CHERRY LOGGING: Taps Maida Clark Law Firm as Legal Counsel CHICAGO EDUCATION BOARD: S&P Alters GO Bonds Rating Outlook to Pos. CLA PROPERTIES: Taps Keegan Linscott as Accountant CM HVAC HOLDINGS: Case Summary & 20 Largest Unsecured Creditors COLORADO LONESOME: Hires Latham Shuker as Counsel COLORADO NATIONAL: Sale Examiner Hires r2 advisors as Advisor COMPCARE MEDICAL: Hires Turoci Firm as General Bankruptcy Counsel CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary CONUMA COAL: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable COTTON PATCH: Case Summary & 11 Unsecured Creditors CPI CARD: Swings to $22 Million Net Loss in 2017 CROSIER FATHERS: Hires Meagher & Geer as Special Insurance Counsel CRYODORANT LLC: Hires Martin Thomas as Counsel CUZCO DEVELOPMENT: Court Narrows Claims in Tera Resource Suit DELEN RESOURCES: Hires Wilkey & Wilson as Attorney DELTA AIR: S&P Rates New Senior Unsecured Notes 'BB+' DPW HOLDINGS: CEO & Chairman Will Get $33K Monthly Fee DUNECRAFT INC: Taps Van Ness Law as Legal Counsel ELDORADO RESORTS: S&P Affirms 'B+' CCR on Proposed Tropicana Deal EMERALD GRANDE: La Quinta Seeks Revision of 2nd Plan Outline FALLBROOK TECHNOLOGIES: Seeks to Hire Valuation Service Provider FC GLOBAL: Fails to Comply with Nasdaq Listing Requirements FRONTERA GENERATION: S&P Gives Prelim BB Rating on New $710MM Loans FURNITURE FACTORY: May Continue Using Cash Collateral Until May 31 GADFLY ENTERPRISES: Hires Mobile Accounting as Accountant GOLDEN STATE: Trustee Not Allowed to Amend Expert Report GRANDSPARENTS.COM INC: Trustee Hires Cimo as Special Counsel GRANDSPARENTS.COM INC: Trustee Hires Cimo as Special Counsel GUITAR CENTER: S&P Cuts CCR to SD on Completed Debt Exchange Offer HAGGEN HOLDINGS: Committee and Comvest Dispute Can't be Mediated HAROLD ROSBOTTOM: L. Fox Contingency Fee Contract with Firms Lawful HERALD OF HARVEST: Hires Contessa & Associates as Attorney HJH CONSULTING: Taps Rosenblatt Law Firm as Legal Counsel HJH CONSULTING: Taps Willis & Wilkins as Legal Counsel HOTELS OF STAFFORD: Taps KC Cohen as Legal Counsel HOVNANIAN ENTERPRISES: Amends Exchange Offer & Consent Solicitation HUB INTERNATIONAL: S&P Affirms 'B' Long-Term ICR, Outlook Stable HUSA INC: Seeks Authority for Continued Cash Collateral Use INTERNATIONAL TRADING: Hires Red Hill as Counsel INTREPID AVIATION: DBRS Gives 'BB' LT Issuer Rating, Trend Stable J&S AUTO: Has Authorization to Use Cash Collateral Until May 1 LB VENTURES: No Longer Needs Access to Cash Collateral LSB INDUSTRIES: S&P Affirms 'CCC' CCR & Alters Outlook to Positive MATRIX BROADCASTING: Seeks Authority on Interim Cash Collateral Use MIAMI INTERNATIONAL: VCH Buying All Assets for $30M Credit Bid NANAK131313 INC: Taps Atty. Jonathan Vivona as Bankruptcy Counsel NATIONSTAR MORTGAGE: S&P Alters Outlook to Neg. & Affirms 'B+' ICR NORTH AMERICAN LIFTING: S&P Lowers CCR to 'CCC-', Outlook Negative NORTHWEST TERRITORIAL: Trustee Selling Medallic Assets for $1M OMEROS CORP: Modifies Loan Agreement Financial Covenants P.E. O'HALLORAN: May Continue Using Cash Collateral Until May 26 PIERSON LAKES: Needs Access to $44,000 in Cash Collateral POINT.360: Committee Taps Brinkman Portillo as Legal Counsel PRECIPIO INC: Reports $33.2 Million Net Loss for 2017 PRIMA PASTA: Liquidation Analysis Modified in Amended Plan PROFLO INDUSTRIES: Allowed to Use Cash Collateral Until June 8 PURADYN FILTER: Incurs $1.23 Million Net Loss in 2017 RDX TRANSPORT: Taps Harris Law Firm as Legal Counsel RENO RDA: S&P Raises Rating on 2007A/B Tax Increment Bonds to 'BB-' ROLLING HILLS: May Use $63,899 First Interstate Cash Collateral SAND HILLS METROPOLITAN: Chapter 9 Voluntary Case Summary SEADRILL LTD: Wins Confirmation of Chapter 11 Exit Plan SENTINEL MANAGEMENT: Trustee Loses Clawback Suit vs UBS STEAM DISTRIBUTION: Seeks Authorization to Use Cash Collateral STONEMOR PARTNERS: Late-Filing of Form 10-K Triggers NYSE Notice SUNPRO SOLAR: Case Summary & 20 Largest Unsecured Creditors TJARNEL INC: Permitted to Use Cash Collateral on Interim Basis TOTAL DIAGNOSTIX: Taps Forshey & Prostok as Legal Counsel TOWN SPORTS: S&P Raises Corp. Credit Rating to 'B-', Outlook Stable TWIFORD ENTERPRISES: Bank Seeks to Prohibit Cash Collateral Use UNITED CONTINENTAL: S&P Raises CCR & Sr. Unsec. Debt Rating to 'BB' VACA BRAVA: May 2 Hearing on Plan and Disclosure Statement WALL STREET THEATER: Taps CohnReznick as Auditor WESTMORELAND COAL: Appoints New Principal Accounting Officer WESTMORELAND RESOURCE: Nathan Troup Quits as Interim CFO WHISPERTEXT LLC: Public Auction Sale Set for May 11 WJDDDS LLC: Taps Haller & Colvin as Legal Counsel WOODLAWN GROUP: Iron Horse Accepting Bids for Charlotte Property WOOTON GROUP: Taps Jones Lang LaSalle as Real Estate Broker WORLD VIEW: U.S. Trustee Forms 3-Member Committee ZERO ENERGY: JK Design Appointed as New Committee Member ********* 22 MAPLE STREET: KCP Appointed as Receiver for WHCL, et al. ----------------------------------------------------------- Senior District Judge Rya W. Zobel entered an order appointing KCP Advisory Group LLC as receiver of Waban Health Center, LLC; Merrimack Valley Health Center, LLC; Watertown Health Center, LLC and Worcester Health Center, LLC (the "Operator Defendants") and all of Operator Defendants' assets (the "Receivership Assets"). The Receiver will take immediate possession and full control of all of the Receivership Assets and will take such other actions as the Receiver deems reasonable and appropriate to effect the Order, to prevent waste, and to preserve, manage, secure, and safeguard the Receivership Assets. The Receiver will have no obligation to expend funds in excess of the receipts actually collected or received by the Receiver. The Lenders will have no obligation to provide funds to the Receiver. The Receiver is authorized to borrow funds from the Lenders at the Lenders' sole discretion and subject to the terms and conditions of the Loan Agreements. Any funds borrowed from the Lenders by the Receiver will be secured by a first, valid and perfected lien and security interest in the Receivership Assets senior to all other liens and security interests in the Receivership Assets, which lien will be valid and perfected without the necessity of recordation, filing, or any other act of the Agents or the Lenders, and the Receiver is authorized, but not required, to issue receivership certificate(s) to evidence and secure any such protective advances by the Lenders. The liability of the Receiver and any person engaged by the Receive is and will be limited to the Receivership Assets, and neither the Receiver nor any person or entity engaged by the Receiver hereunder will be personally liable for any actions taken pursuant to this Order or carrying out the Receiver's duties, excepting only claims which arise from the willful misconduct of such person as determined by a final order of this or another court of competent jurisdiction. The Receiver will make an initial report to the court and to the Agents on or before thirty days from the entry of this Order regarding its initial findings and a second report to the court within 60 days thereafter. The Receiver will thereafter submit an updated status report on a quarterly basis or as otherwise ordered by the court. Copies of all such reports will be served upon all parties appearing in this case by the court's electronic filing system. The case is CAPITAL FINANCE, LLC and CAPITAL FUNDING, LLC v. 22 MAPLE STREET, LLC 25 ORIOL DRIVE, LLC 59 COOLIDGE ROAD, LLC 20 KINMONTH ROAD, LLC WABAN HEALTH CENTER, LLC MERRIMACK VALLEY HEALTH CENTER, LLC WATERTOWN HEALTH CENTER, LLC and WORCESTER HEALTH CENTER, LLC, Civil Action No. 18-10172-RWZ (D. Mass.). A full-text copy of Judge Zobel's Order dated March 21, 2018 is available at https://is.gd/gITYiJ from Leagle.com. Capital Finance, LLC & Capital Funding, LLC, Plaintiffs, represented by John O. Mirick -- jmirick@mirickoconnell.com -- Mirick, O'Connell, DeMallie & Lougee, Keneth Ottaviano -- kenneth.ottaviano@kattenlaw.com -- Katten Muchin Rosenman LLP, pro hac vice & Paige E. Barr -- paige.tinkham@kattenlaw.com -- Katten Muchin Rosenman LLP, pro hac vice. 22 Maple Street, LLC, 25 Oriol Drive, LLC, 59 Coolidge Road, LLC, 20 Kinmonth Road, LLC, Waban Health Center, LLC, Watertown Health Center, LLC, Worcester Health Center, LLC & Merrimack Valley Health Center, LLC, Defendants, represented by Ethan Z. Tieger -- etieger@hinshawlaw.com -- Hinshaw & Culbertson LLP & Samuel C. Bodurtha -- sbodurtha@hinshawlaw.com -- Hinshaw & Culbertson LLP. KCP Advisory Group, LLC, Receiver, represented by John T. Morrier -- merrier@casneredwards.com -- Casner & Edwards, LLP. About 22 Maple Street, LLC 22 Maple Street, LLC and affiliates 25 Oriol Drive, LLC, 59 Coolidge Road, LLC, and 20 Kinmonth Road, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 18-40816-19) on Feb. 14, 2018, and are represented by Kevin J Nash, Esq., of Goldberg Weprin Finkel Goldstein LLP. YC Rubin, chief restructuring officer, signed the petitions. The Debtors were organized in 2013 to acquire real property associated with four nursing homes under the so-called "Villages" portfolio. The Properties are each encumbered by a first mortgage lien and security interest securing four term loans in the original aggregate balance of $36,856,627, made in March 2014, with Capital Finance LLC as agent for the syndicated lenders. Each of the Debtors is an affiliate of 90 West Street LLC (which sought bankruptcy protection on Jan. 30, 2018, Case No. 18-40515) and Keen Equities LLC (which sought bankruptcy protection on Nov. 12, 2013, Case No. 13-46782. Each of the Debtors listed their estimated assets as $1 mil.-$10 million and estimated liabilities as $10 mil.-$50 million. 3601 CROSSROADS: Permitted to Use Cash Collateral on Interim Basis ------------------------------------------------------------------ The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois has entered an agreed interim order authorizing 3601 Crossroads, LLC to use up to $160,797 of cash collateral only in accordance with the Budget. Archetype Mortgage Capital LLC made a loan to the Debtor in the original principal amount of $7,800,000 pursuant to a Loan Agreement. Archetype assigned its interests the Loan Agreement to Archetype Mortgage Funding I LLC, which subsequently assigned its interests thereunder to U.S. Bank National Association, as Trustee, on behalf of the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-through Certificates, Series 2012-GCJ9. U.S. Bank granted Rialto Capital Advisors, LLC a limited power of attorney to act on behalf of U.S. Bank in connection with the loan. As of the Petition Date, the Debtor is indebted to U.S. Bank in the principal amount of $7,131,202. The Debtor's obligations under the Loan Agreement are secured by the Debtor's Real Property commonly known as 3601 Algonquin Road, Rolling Meadows, Illinois, 60008, including leases and rents, and all proceeds thereof, and all other property under the Mortgage. The Debtor will pay to U.S. Bank one monthly principal and interest payment in the amount of $41,297.18 as set forth in the Budget. U.S. Bank is granted valid, enforceable, non-avoidable and fully perfected replacement liens on and in all property of the Debtor acquired or generated after the Petition Date, to the same extent, validity and priority as U.S. Bank's pre-existing liens and security interests, but excluding any avoidance actions under Chapter 5 of the Bankruptcy Code. The Debtor is required to provide U.S. Bank the following information during the interim period: (a) A variance report reflecting the actual cash receipts and disbursements for the Interim Period, the dollar variance and the percentage variance of such actual receipts and disbursements from those reflected in the Budget for the Interim Period; (b) An oral status report with Debtor's counsel concerning any asset sale, post-petition financing, or Plan of Reorganization involving the Debtor; and (c) To the extent possible, the Debtor will provide such non-privileged reports, analysis, documents and information as reasonably requested A full-text copy of the Agreed Interim Order is available at http://bankrupt.com/misc/ilnb18-06600-27.pdf Counsel to Rialto Capital Advisors, LLC: Edward S. Weil, Esq. Jonathan E. Aberman, Esq. Maria A. Diakoumakis, Esq. Dykema Gossett PLLC 10 S. Wacker Drive, Suite 2300 Chicago, IL 60603 Phone: (312) 876-1700 Fax: (312) 876-1155 Email: eweil@dykema.com jaberman@dykema.com mdiakoumakis@dykema.com About 3601 Crossroads 3601 Crossroads, LLC is a real estate lessor that owns in fee simple a property located at 3601 Algonquin Rd., Rolling Meadows, Illinois, having an assessed value of $5.45 million. The Company posted gross revenue of $2.51 million in 2017 and gross revenue of $2.11 million in 2016. The Debtor filed for Chapter 11 protection (Bankr. N.D. Illinois Case No. 18-06600) on March 7, 2018. In its petition signed by Thomas L. Kolschowsky, senior vice president/corporate counsel, the Debtor disclosed total assets of $5.47 million and liabilities totaling $7.98 million. John A. Lipinsky, Esq. of Clingen Callow & Mclean, LLC serves as the Debtor's counsel. The Hon. Timothy A. Barnes is the case judge. 395 PL REALTY: Taps Ronald D. Weiss as Legal Counsel ---------------------------------------------------- 395 PL Realty Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Ronald D. Weiss, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge $350 per hour for the services of its attorneys and $125 per hour for paralegal services. Weiss received a retainer in the sum of $17,500, plus the filing fee of $1,717 from Helen Downey, president of the Debtor. Ronald Weiss, Esq., at Weiss, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald D. Weiss, Esq. 734 Walt Whitman Road, Suite 203 Melville NY 11747 Tel: (631) 271-3737 Fax: (631) 271-3784 E-mail: weiss@ny-bankruptcy.com About 395 PL Realty Inc. 395 PL Realty Inc. listed itself as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 395 PL Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-71441) on March 5, 2018. In the petition signed by Helen Downey, president, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Alan S. Trust presides over the case. 4 WEST HOLDINGS: DOJ Watchdog Appoints M.L. Cyganowski as PCO ------------------------------------------------------------- William T. Neary, United States Trustee for Region 6, in accordance the Agreed Order Directing the Appointment of a Patient Care Ombudsman, appoints Melanie L. Cyganowski of 230 Park Avenue, New York, NY 10169 [mcyganowski@otterbourg.com] as the Patient Care Ombudsman in these jointly administered chapter 11 cases of 4 West Holdings, Inc. and its debtor-affiliates. About 4 West Holdings 4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are licensed operators of 41 skilled nursing facilities and manage one skilled nursing facility located in seven states: Georgia, Indiana, Mississippi, North Carolina, South Carolina, Tennessee and Virginia. In addition, one of related entity, Palladium Hospice and Palliative Care, LLC f/k/a Ark Hospice, LLC, provides hospice and palliative care services at certain of the Facilities and other third party locations. They employ approximately 5,000 people, including but not limited to, nurses, nursing assistants, social workers, regional directors and supervisors. 4 West Holdings, Inc. and 134 of its affiliates and subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Northern District of Texas in Dallas seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring plan that contemplates the transfer of 22 facilities to new operations. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession. 4 West Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the filing. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Houlihan Lokey as investment banker; Crowe Horwath LLP as financial advisor; Ankura Consulting Group, LLC, as interim management services provider; and Rust Consulting/Omni Bankruptcy as claims agent. The Office of the U.S. Trustee on March 19 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of 4 West Holdings, Inc., and its affiliates. A-OK ENTERPRISES: Hires Depew Gillen as Special Counsel ------------------------------------------------------- A-OK Enterprises, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Kansas to employ Depew Gillen Rathbun & McInteer, LC, as special counsel to the Debtors. A-OK Enterprises requires Depew Gillen to provide legal services with the following matters: a. A potential claim to be brought in state court concerning Jeff Lucke or Lucke & Associates, LLC, for breach of duty and potential negligence in the preparation of accounting reports, audits, reviews and compilations concerning the Debtors for the period of time from 2014 thru discovery in 2017. The legal services include potential objections to claims filed by Lucke & Associates, LLC in the bankruptcy case for unpaid accounting fees, claims of offset and other independent causes of action that may exist; and b. An evaluation of a potential cause of action against all insurance agents and brokers associated who failed to obtain proper insurance to provide coverage for any acts of defalcation, embezzlement, conversion or injury by employees or agents. Depew Gillen will be paid on a 35% contingency fee basis based on the amount recovered. If the case is settled prior to a petition being filed, the contingency fee will be 25%. In case no recovery made, the Debtor has no obligation to the firm. Depew Gillen will also be reimbursed for reasonable out-of-pocket expenses incurred. Randall K. Rathbun, a partner at Depew Gillen Rathbun & McInteer, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Depew Gillen can be reached at: Randall K. Rathbun, Esq. DEPEW GILLEN RATHBUN & MCINTEER, LC 8301 E. 21st Street North, Suite 450 Wichita, KS 67206-2936 Tel: (316) 262-4000 Fax: (316) 265-3819 About A-OK Enterprises A-OK Enterprises, LLC, and four affiliates are in the business of pawn shops, payday lending and rent-to-own facilities at four Wichita locations. A-OK Enterprises and four affiliates, including A-OK, Inc., sought Chapter 11 protection (Bankr. D. Kan. Lead Case No. 1711096) on June 9, 2017. The petitions were signed by Bruce R. Harris, the president and 98.64% owner of the Debtors. The Hon. Dale L. Somers is the case judge. Hinkle Law Firm, L.L.C., is the counsel to the Debtors, with the engagement led by Edward J. Nazar, Esq., at Hinkle Law Firm, L.L.C.; Depew Gillen Rathbun & McInteer, LC, as special counsel. ADAMA TECHNOLOGIES: Delays Filing of Annual Report -------------------------------------------------- Adama Technologies Corporation 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, because the Company was unable to compile the necessary financial information required to prepare a complete filing. The Company expects to file within the extension period. About Adama Technologies Adama Technologies' business was derived from its reverse merger target Alpine Industries during the past year. Alpine is a defense contractor for divisions of the United States military. Adama derives most of its revenues from government contracts. Its contracts are principally with the Department of Defense and various military acquisition organizations. The Company is headqurtered in Jackson, Tennessee. Adama reported net income of $2.03 million in 2016 following a net loss of $117,641 in 2015. As of Sept. 30, 2017, Adama had $1.83 million in total assets, $5.19 million in total liabilities and a total stockholders' deficit of $3.35 million. Heaton & Company, PLLC, in Farmington, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has negative working capital. This factor, among others, raise substantial doubt about the Company's ability to continue as a going concern. ALPHA CARE AMBULANCE: Wants to Use Cash Collateral -------------------------------------------------- Alpha Care Ambulance Corp. seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey for the interim use and final use of cash collateral as set forth in the budget. Alpha Care tells the Court that it does not have sufficient unencumbered cash to conduct ordinary course operations. Alpha Care requires access to and the use of Fora Financial's cash collateral to fund its ordinary course operations in accordance with the cash collateral budget. The budget provides total monthly expenses of $204,400. The use of cash collateral will enable the Debtor to, among other things: (a) maintain continuity of operations, (b) minimize any disruption caused by the filing of this case, including to the Debtor's clients who require transportation for medical treatment, and (c) meet certain necessary post-petition obligations. On April 11, 2016, the Debtor executed a Business Loan and Security Agreement in favor of Bank of Lake Mills, the predecessor-in-interest to Fora Financial Business Loans, LLC. The Note provides for a Loan Amount of $149,000 and a total repayment amount of $198,170. The Note includes an authorization agreement for direct deposit and direct payments from the Debtor's Bank Account. The Note includes a personal guaranty executed by the Debtor's principal Zimer Rizvani. Fora Financial asserts a lien against the Debtor's assets, including its accounts receivables. The Debtor proposes to grant Fora Financial a replacement lien on its post-petition property of the estate including accounts receivable, to the same extent and validity as they held as of the Petition Date. The Debtor submits that Fora Financial is adequately protected by virtue of the post-petition adequate protection payments of $1,500 per month as set forth in the Budget, and the replacement lien. Further, the Debtor reasonably believes that the liquidation value of the assets securing the indebtedness under Fora Financial's Note exceeds the amount outstanding on that obligation. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/njb18-15372-15.pdf A copy of the Budget is available at http://bankrupt.com/misc/njb18-15372-15-bgt.pdf About Alpha Care Ambulance Corp. Alpha Care Ambulance Corp. is the successor-in-interest to Alpha Medical Services, Inc., which began its business operations in or about 1998 and was incorporated in 2001. The Debtor provides non-emergency medical transportation services to individuals to and from doctors' offices and medical treatment facilities. The Debtor also provides transportation to and from school for children with special needs. The Debtor provides transportation services primarily within Passaic County; however, the Debtor also provides some transportation services in Bergen, Essex, and Hudson Counties. Alpha Care transports individuals who are covered by private health insurance policies as well as individuals covered by Medicare. The Debtor's executive and administrative offices are located in Paterson, New Jersey. Alpha Care Ambulance Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 18-15372) on March 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Vincent F. Papalia is the case judge. The Debtor tapped Hook & Fatovich, LLC, as its legal counsel, and Ernest P. DeMarco & Associates, LLC, as its accountant. AMGP RESTAURANT: Hires S Kekatos & Associates as Accountant ----------------------------------------------------------- AMGP Restaurant Corp. d/b/a Yiasou and d/b/a Next Door, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ S Kekatos & Associates LLC, as accountant to the Debtor. AMGP Restaurant requires S Kekatos & Associates to: a. advise the Debtor with respect to its financial affairs during the pendency of the Chapter 11; b. provide cash flow monitoring and reporting; c. prepare monthly operating reports; d. assist with the development of various aspects of the plan of reorganization and disclosure statement; e. act as a liaison with creditor groups; and f. perform all other accounting services for the Debtor that may be necessary and proper for an effective reorganization. S Kekatos & Associates will be paid at the hourly rate of $150. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Spyros Kekatos, principal of S Kekatos & Associates LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. S Kekatos & Associates can be reached at: Spyros Kekatos S Kekatos & Associates LLC 22-76 Steinway Street, Suite 1 Astoria, NY 11105 Tel: (718) 721-7111 About AMGP Restaurant Corp. AMGP Restaurant Corp., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-40727) on Feb. 7, 2018, estimating under $1 million in both assets and liabilities. Morrison Tenenbaum, PLLC, is the Debotr's counsel. ARBOR PHARMACEUTICALS: S&P Lowers CCR to 'B+', Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Atlanta-based Arbor Pharmaceuticals Inc. to 'B+' from 'BB-'. The outlook is negative. S&P said, "At the same time, we lowered our senior secured issue-level rating on Arbor's revolving credit facility and term loan to 'B+' from 'BB'. We revised the recovery rating on this debt to '3' from '2', reflecting our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default." The downgrade reflects earlier-than-expected generic competition in its legacy antibiotic products causing a steep decline in revenue and EBITDA in 2018. In addition, Arbor has seen other negative operational developments including a warning letter that delayed the launch of its generic business (suspension has since been lifted) and slightly lower-than-expected sales in key products like Sklice and Horizant. S&P said, "The negative outlook reflects heightened downside risk to our base-case scenario that adjusted debt leverage will generally remain under 5x. This risk could manifest from increased pricing pressure of currently marketed products, especially more substitutable products. "We could lower the rating if we expect leverage to remain above 5x over the next year. In this scenario, we could see greater-than-expected pricing pressure in key products like Horizant, Sklice, and Zenzedi. "Alternatively, we could consider a lower rating if the company experiences further operational difficulties (e.g., supply issues or FDA set-backs) that lead us feel less confident in the company's ability to develop, market, and supply its products efficiently. "We could revise the outlook to stable if Arbor meets our base-case expectations that leverage at the end of 2018 will be slightly below 5x and improve to around 4.8x in 2019, and generate free cash flow around $40 million. In this scenario, we would expect no significant development or manufacturing issues, indicating Arbor's ability to efficiently manage its development, manufacturing, and sales strategies." AYTU BIOSCIENCE: Falls Short of Nasdaq's Bid Price Requirement -------------------------------------------------------------- Aytu BioScience, Inc., received on April 9, 2018 a letter from The Nasdaq Stock Market LLC indicating that the Company has failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a) (2) requires that companies listed on the Nasdaq Capital Market maintain a minimum closing bid price of at least $1.00 per share. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a 180 calendar day grace period to regain compliance by meeting the continued listing standard. The continued listing standard will be met if the Company's common stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period. The Company said it is monitoring the bid price of its common stock and will consider options available to it to achieve compliance. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu BioScience reported a net loss of $22.50 million for the year ended June 30, 2017, a net loss of $28.18 million for the year ended June 30, 2016, and a net loss of $7.72 million for the year ended June 30, 2015. As of Dec. 31, 2017, the Company had $18.85 million in total assets, $15.82 million in total liabilities and $3.03 million in total stockholders' equity. "[T]he Company had approximately $4.0 million in cash including approximately $76,000 in restricted cash (that is expected to be released in fiscal year 2018). In addition, for the quarter ended December 31, 2017, and for the most recent four quarters ended December 31, 2017, we used an average of $3.2 million of cash per quarter for operating activities. Looking forward, we expect cash used in operating activities to be in the range of historical usage rates, therefore, indicating substantial doubt about the Company's ability to continue as a going concern. We expect to require a cash infusion during the fourth quarter of fiscal year 2018 to sustain operations," the Company stated in its quarterly report for the period ended Dec. 31, 2017. B&B LIQUIDATING: Committee Taps Pachulski Stang as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of B&B Liquidating, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Pachulski Stang Ziehl & Jones LLP as its legal counsel. The firm will represent the committee in its consultations with the Debtor regarding the administration of its Chapter 11 case; participate in any proposed asset sale, asset disposition and financing arrangement; investigate the Debtor's financial condition and business operations; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates for its attorneys range from $495 to $875. Paralegals charge $375 per hour. Pachulski and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jeffrey W. Dulberg, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: 310-277-6910 Email: jdulberg@pszjlaw.com About B&B Liquidating Established in 1877, B&B Liquidating, LLC, doing business as Bachrach is a specialty men's clothing merchandiser with a 140-year history in the retail industry. The Company sells suits, dress shirts, tops, jackets, bottoms, underwear, footwear and accessories. Bachrach -- https://www.bachrach.com/ -- currently has 32 retail locations nationwide with its headquarters located in Los Angeles, California. The Company previously sought bankruptcy protection on April 28, 2017 (Bankr. C.D. Cal. Case No. 17-15292) and on May 6, 2009 (Bankr. S.D.N.Y. Case No. 09-12918). B&B Liquidating is an affiliate of B&B Bachrach, LLC, which sought bankruptcy protection on April 28, 2017. B&B Liquidating filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11744) on Feb. 16, 2018. In the petition signed by Brian Lipman, managing member, the Debtor estimated assets and liabilities at 10 million to $50 million. The case is assigned to Judge Julia W. Brand. The Debtor hired Greenberg Glusker Fields Claman & Machtinger LLP as its bankruptcy counsel; Clear Thinking Group LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 13, 2018. BADLANDS ENERGY: Selling Office Furniture and Equipment for $13K ---------------------------------------------------------------- Badlands Energy, Inc. and its affiliates ask the U.S. Bankruptcy Court for the District of Colorado to authorize (i) the sale of office furniture and equipment to Altamont Energy, LLC for $13,000; and (ii) the sublease of their headquarters located at 7979 East Tufts Avenue, Suite 1150, Denver, Colorado nunc pro tunc from March 1, 2018, until June 30, 2018. Badlands currently leases the Premises from ML East Tufts, LLC, for $25,000 per month. The lease expires on June 30, 2018. The Premises contains, among other things, office furniture and equipment. Badlands and Dickensheet & Associates, Inc. have inspected the office furniture, consisting of tables, desks, chairs, cubicles, storage and file cabinets, and other sundry items typically used in commercial offices. The Debtors own office furniture on the Premises valued at $9,861, according to the desktop forced liquidation value estimate in an inventory and valuation report assessing the office furniture from Dickensheet. They also own equipment consisting of a two-year old plotter valued at forty percent of the original cost ($2,000), and phone conferencing equipment valued at 50% of the original cost ($1,000). Altamont has agreed to sublease Badlands' Premises nunc pro tunc from March 1, 2018, through the remainder of Badlands' current lease for $15,000 per month. Altamont has also agreed to purchase Badlands' office furniture and equipment located on the Premises for $13,000. The Landlord has agreed to permit Badlands to sublease the Premises to Altamont, while Altamont negotiates a new lease with the Landlord. Altamont is a new company unaffiliated with the Debtors. However, the Debtors' President and Chief Executive Officer, Richard S. Langdon, commences employment with Altamont on April 1, 2018. Given the decreasing time commitment of his role as CEO of the Debtors and his employment with Altamont, his salary in these jointly administered cases will be reduced to $5,000 per month effective April 1, 2018; he will continue as the Debtors' CEO at the reduced compensation as long as the Debtors' require his services toward final estate administration. As of the end of March, 2018 only the Debtors' CEO, controller, and a contract landman remain as employees as the Debtors are winding down their business and completing post-closing services to finalize the asset sales approved by the Court. The Debtors asks approval of a Term Sheet for Sublease of Office Space and Purchase of Office Furniture and Equipment free and clear of any liens, claims or interests. They believe that the Term Sheet will maximize the value for creditors of the bankruptcy estate. The Debtors are not aware of any liens, claims or interests in the office furniture or equipment, other than the senior secured liens of Garrison Loan Agency Services, LLC -- those in existence on the Petition Date and as provided in the final order approving the use of cash collateral in these cases. The Debtors understand that Garrison consents to the relief requested in the Motion. The assets also may be subject to a putative tax lien in the amount of $2,213 asserted by the City and County of Denver, pursuant to proof of claim number 8, filed in Case No. 17-17465 KHT on Sept. 7, 2017. Insofar as the proposed price exceeds the amount of the City and County of Denver's purported lien (after considering Garrison's consent), a sale fee and clear is appropriate under Section 363(f)(3). Any liens, claims or interests, will attach to the sale proceeds under applicable law; the Debtors will use all reasonable efforts to work with the lien claimants as to the ultimate disposition of the proceeds. A copy of the list of assets to be sold and the Sublease Term Sheet attached to the Motion is available for free at: http://bankrupt.com/misc/Badlands_Energy_421_Sales.pdf About Badlands Energy Denver, Colorado-based Badlands Energy, Inc. -- http://badlandsenergy.framezart.com/-- is an E&P company that has been involved in the Uinta Basin for over a decade. The Company also operates in California and has been involved in exploration projects in Wyoming and Nevada. Initially operating as a public company known as Gasco Energy, Inc., the Company underwent a restructuring that was completed in October 2013. This resulted in a recapitalization followed by taking the company private. The final step in this was a name change to Badlands Energy, Inc. Badlands Energy, Inc., Badlands Production Co., Badlands Energy-Utah, LLC, and Myton Oilfield Rentals, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos. 17-17465, 17-17467, 17-17469 and 17-17471) on Aug. 11, 2017. The petitions were signed by Richard Langdon, president and CEO. Badlands Energy estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million; Badlands Production's assets at $1 million and $10 million and liabilities at $10 million to $50 million; Badlands Energy-Utah's assets at $1 million to $50 million; and Myton Oilfield Rentals' assets at $100,000 to $500,000 and liabilities at $10 million to $50 million. The cases are assigned to Judge Kimberley H. Tyson. The Debtors tapped Lindquist & Vennum LLP as their counsel and Parkman Whaling LLC as their financial advisor. R2 Advisors, LLC is the Debtors' consultant. BAVARIA YACHTS: Selling/Abandoning All Remaining Personal Property ------------------------------------------------------------------ Bavaria Yachts USA, LLLP asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of all its remaining personal property in its possession being the new and used parts inventory at public online auction to be conducted by BkAssets.com, LLC. There is no creditor claiming a security interest in the Property; nor is the Debtor aware of any recorded liens or security interest in the Property. The Debtor asks authority to sell the Property "as is" to any interested party. The Debtor has simultaneously filed a Motion to retain BkAssets.com to facilitate a sale of the Property by public online auction. It has determined that auctioning the Property by online auction will bring the highest and best price given the nature of the Property and the national exposure of an online bidding process. The Property is to be sold to the highest bidder with the transfer to be done via Possession. The auction is without reserve subject to the approval of the Debtor. The auction is anticipated to be open for bid for at least 21 days and no more than 30 days. The auction will be advertised online with information supplied to MarketAssetsforSale.com or BKAssets.com, Facebook and Linkedln. BKAssets.com the proposed Auctioneer has over 9,000 registered bidders. Subsequent to the close of bidding, the winning bidder will have seven days to submit payment for the Property. The Debtor asks that it be authorized to use and distribute the Sale Proceeds as follows: Any sale will be reported on its Monthly operating report and all proceeds paid to the Debtor and placed in the general operating account, alternatively, if the property is abandoned that too will be reported on the operating report. Alternatively, if the Debtor cannot find a buyer for such Property, it prays that it be allowed to abandon such property as being of inconsequential value and burdensome to the Estate under ll U.S.C. Section 554. The Debtor believes the sale is in the best interest of the estate. The Debtor asks that the Court waives any stay of the effectiveness of any order granting the Motion and authorizes it to sell the Property as a sale under Bankruptcy Rule 6004. A copy of the Inventory attached to the Motion is available for free at: http://bankrupt.com/misc/Bavaria_Yachts_286_Sales.pdf About Bavaria Yachts USA Bavaria Yachts USA, LLLP, is a Georgia limited liability limited partnership which is in the business of buying and selling new and used Bavaria boats. Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-68583) on Oct. 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor tapped Louis G. McBryan, Esq., of McBryan LLC, to serve as legal counsel in connection with its Chapter 11 case. The Debtor hired Alexander Dombrowsky, Esq., at Robert Allen Law, as its special counsel; and Mark M. Chase and Chase CPA, LLC, as its accountant. No official committee of unsecured creditors has been appointed in the case. BENDCO INC: Has Authority to Use BOA Cash Collateral ---------------------------------------------------- The Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas has signed an agreed order authorizing Bendco, Inc., to collect and receive all cash funds and to use cash collateral in the amounts and for the expenses set forth on the monthly budget. The Debtor is permitted to pay U.S. Trustee fees incurred during this case but there will be no payment of accrued professional fees without prior Court order. The Debtor is required to account each month to Bank of America for all funds received. Bank of America may claim that substantially all of the Debtor's assets are subject to the Prepetition liens of Bank of America. As adequate protection, the Debtor will pay Bank of America the monthly contractual amount due on the debt totaling $10,000. Additionally, Bank of America is granted valid, binding, enforceable and perfected liens co-extensive with Bank of America's prepetition liens in all currently owned or hereafter acquired property and assets of the Debtor, of any king or nature, whether real or personal. A full-text copy of the Agreed Order is available at http://bankrupt.com/misc/txsb18-30849-30.pdf Attorneys for Bank of America: Richard Dafoe, Esq. Vincent Serafino Geary Waddell Jenevein, P.C. 1601 Elm Street, Suite 4100 Dallas, TX 75201 About Bendco Inc. Bendco, Inc. -- http://www.bendco.com-- is a family-owned business that provides heat induction bending, cold bending and coiling services. For more than 30 years, the company has offered custom bends and coils for a wide variety of industries including stadiums, roller coasters, bridges, pipeline and subsea structures. The company is headquartered in Pasadena, Texas. Bendco sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-30849) on Feb. 28, 2018. In the petition signed by John Tharp, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge David R Jones presides over the case. The Office of the U.S. Trustee on April 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Bendco, Inc. BENDCO INC: Wants Authority to Use Cash Collateral -------------------------------------------------- Bendco, Inc. requests the U.S. Bankruptcy Court for the Southern District of Texas for immediate authority to utilize cash collateral sufficient to pay its ongoing monthly expenses. Since a portion of the Property is currently being leased, the Debtor avers that the timely payment of ongoing business expenses is absolutely essential for maintaining the Property. Thus, the Debtor requires cash collateral for the exclusive purpose of paying numerous post-petition expenses incurred during its normal everyday business affairs as set forth in the budget. The cash collateral budget provides total monthly expenses of $249,550. The Debtor further requests the Court to determine any adequate protection to be provided to Bank of America for the use of such cash collateral. 801 Houston Avenue Property, LLC for value received, made, executed and delivered to Bank of America a Loan Agreement evidencing a term loan in the original principal amount of $2,206,519, which was extended and amended to that certain Amendment No. 1 and Amendment No. 2, respectively, to the Loan Agreement. Concurrent with execution of Loan 2, Bendco executed and delivered to Bank of America a Continuing and Unconditional Guaranty, whereby Bendco guaranteed repayment of any and all indebtedness of 801 Houston Avenue Property, LLC, including Loan 2. Bank of America asserts it has valid, perfected, first priority secured claim against 801 Houston Avenue Property, LLC, and of which approximately $350,000 is owed directly by Bendco as maker, and in excess of $2,500,000 as guarantor as of the Petition Date. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txsb18-30849-26.pdf About Bendco Inc. Bendco, Inc. -- http://www.bendco.com-- is a family-owned business that provides heat induction bending, cold bending and coiling services. For more than 30 years, the company has offered custom bends and coils for a wide variety of industries including stadiums, roller coasters, bridges, pipeline and subsea structures. The company is headquartered in Pasadena, Texas. Bendco sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-30849) on Feb. 28, 2018. In the petition signed by John Tharp, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge David R Jones presides over the case. The Office of the U.S. Trustee on April 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Bendco, Inc. BIG HEARTED BOOKS: Allowed to Use Cash Collateral Until April 23 ---------------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has entered an interim order authorizing Big Hearted Books and Clothing, LLC to use cash collateral through April 23, 2018. The Cash Collateral Motion has been set for further hearing on April 23, 2018 at 10:30 a.m. The deadline to object to the Debtor's further use of cash collateral is April 19, 2018 at 4:30 p.m. The Debtor is directed to maintain its debtor-in-possession account at TD Bank, N.A. and deposit all cash collateral exclusively in the DIP Accounts. The Debtor will immediately close and transfer all funds held in accounts other than the DIP Accounts to the DIP Accounts. Byline Bank was owed not less than $3,651,507 in principal, interest and late fees interest, in accordance with the terms of the Loan Documents, as of the Petition Date. The indebtedness is secured by a security interest in and lien on all assets of the Debtor. Byline Bank asserts that it holds a valid and properly perfected first priority security interest in and lien on the collateral. In addition to Byline Bank, there are a number of other secured creditors that assert the following claims against the Debtor and assert an interest in the collateral and cash collateral: (1) CCD/Cash Crunch, a factoring company claiming approximately $405,000; (2) Crest Hill Capital, a factoring company claiming approximately $114,000; (3) EIN, a factoring company claiming approximately $194,000; (4) Sampson Capital, a factoring company claiming approximately $291,000; GTR Funding, a factoring company claiming approximately $145,000; (6) Amazon Lending, which claims approximately $750,000; (7) Kabbage Lending, claiming approximately $248,000; and (8) Clean Earth, claiming approximately $375,000 (collectively, the Factoring Creditors). The Debtor is also indebted to Ally Bank (approximately $70,000) and Advantage Funding (approximately $43,000) which assert liens on the Debtor's vehicles. Byline Bank, the Factoring Creditors and the Auto Lenders are jointly referred to as the Secured Parties. The Secured Parties are granted a continuing post-petition replacement lien on and security interest in all post-petition property of the estate, to the same extent and validity as they held as of the Petition Date. The Replacement Liens will maintain the same priority, validity and enforceability as the liens on the collateral, and will be recognized only to the extent of any diminution in the value of the collateral resulting from the use of cash collateral. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage and all other forms of insurance currently maintained, including general liability. All insurance policies will provide coverage to Byline Bank under lenders loss payable endorsement. The Debtor will properly maintain its assets. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/mab18-10950-25.pdf About Big Hearted Books and Clothing Big Hearted Books and Clothing, LLC, is a socially conscious, for-profit, book and textile reuse company. The Company's mission is to keep books, media, clothing, and other reusable items out of landfills by getting them back into the hands of people who can use them. The Company was established in 2009 to collect unwanted media, including books, records, CDs, video games and DVDs. The Company now has over 1,300 donation drop-off containers in Massachusetts, New Hampshire, Connecticut, and Rhode Island. Big Hearted Books and Clothing LLC sought Chapter 11 protection (Bankr. D. Mass. Case No. 18-10950) on March 19, 2018. In the petition signed by Kevin Howard, manager, the Debtor estimated $1 million to $10 million both in assets and liabilities. Judge Joan N. Feeney is the case judge. James P. Ehrhard, Esq., at Ehrhard & Associates, P.C., is the Debtor's counsel. Gray Gray & Gray LLP, is the accountant to the Debtor. BON-TON STORES: 2L Noteholders, Great American & Tiger Win Auction ------------------------------------------------------------------ The Bon-Ton Stores, Inc. on Tuesday unveiled the winning bid in an auction for the Company's assets held pursuant to Section 363 of the U.S. Bankruptcy Code. Subject to Bankruptcy Court approval, a joint venture composed of the holders of the Company's 8.0% Second Lien Secured Notes due 2021 and Great American Group, LLC and Tiger Capital Group, LLC will acquire the inventory and certain other assets of the Company. Bon-Ton did not reveal the amount of the Second Lien Noteholders' winning bid. Reuters reports that the winning bid is worth $775.5 million. Bill Tracy, President and Chief Executive Officer, said, "While we are disappointed by this outcome and tried very hard to identify bidders interested in operating the business as a going concern, we are committed to working constructively with the winning bidder to ensure an orderly wind-down of operations that minimizes the impact of this development on our associates, customers, vendors and the communities we serve. We are incredibly grateful to all of our associates for their dedicated service to Bon-Ton and to our millions of loyal customers who we have had the pleasure to serve as their hometown store for more than 160 years." As reported by the Troubled Company Reporter, Bon-Ton Stores on April 9 said it has received a signed letter of intent from an investor group composed of DW Partners, Namdar Realty Group (including its partner Mason Asset Management) and Washington Prime Group, pursuant to which the investor group proposes to acquire the Company as a going concern in a Bankruptcy Court-supervised sale process. Throughout the court-supervised asset sale process, the Company's stores, e-commerce and mobile platforms under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates will remain open throughout the store closing sales. Bon-Ton expects to provide more details about the liquidation plans and going out of business sales at its stores following approval of the winning bid by the Bankruptcy Court. A hearing by the Bankruptcy Court to approve the sale and wind-down of the Company's operations is scheduled for April 18, 2018. Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, counsel to The Bon-Ton Stores, said on April 16 that objections to the proposed Sale which relate solely to cure amounts and the assumption/assignment of certain contracts and leases of nonresidential real property will be adjourned to a date to be determined. With respect to the remaining objections which would be implicated by a chain-wide liquidation, the Debtors are working to resolve those objections in advance of the hearing. As reported by the TCR, 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 Court, however, denied Bon-Ton's request to pay the work fee. According to Jon Harris, writing for The Morning Call, the Investor Group did not participate in the auction. 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., 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 250 stores, which includes nine furniture galleries, 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., and nine affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, Bon-Ton Stores 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., who submitted a going concern bid for the Debtors' assets, 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. BON-TON STORES: Bid to Hire Hilco "Premature", 2L Noteholders Say ----------------------------------------------------------------- The ad hoc group of second lien noteholders balked at The Bon-Ton Stores' bid to employ Hilco IP Services LLC d/b/a Hilco Streambank as Intellectual Property Disposition Consultant, telling the Delaware Bankruptcy Court that the hiring is "at best, premature, and thus should not be approved by this Court." As reported by the Troubled Company Reporter, the Debtors propose to retain Hilco Streambank "to assist [the Debtors] with the disposition and monetization of the Debtors' [Intellectual Property], including, but not limited to, trademarks, copyrights, domain names, customer lists, and related data." The Employment Application is scheduled to be heard on May 15, 2018. Objections to Hilco's proposed engagement were due April 16, which was also the date for the auction of the Debtors' assets. According to the objection, which was also filed Monday, the Second Lien Noteholders pointed out that: "As this Court is aware, today is the scheduled date for the Debtors' auction (the "Auction") to sell substantially all of their assets. See Notice of Adjournment of Auction and Revised Sale Timeline [Dkt No. 536]. The Second Lien Noteholders, along with a contractual joint venture (the "Agent") comprised of GA Retail, Inc. and Tiger Capital Group, LLC, have submitted a joint bid (the "Joint Bid") to acquire the rights to dispose of substantially all of the Debtors' assets, including the Intellectual Property. If the Joint Bid is the winning bid at the Auction, the Agent would be appointed as the Debtors' exclusive agent for selling or otherwise disposing of the Intellectual Property. Given that this outcome is inconsistent with the relief sought in the Motion, the Second Lien Noteholders respectfully submit that, at a minimum, any retention of Hilco Streambank should be deferred pending conclusion of the sale process." On Tuesday, Bon-Ton Stores announced that the joint venture composed of the holders of the Company's 8.0% Second Lien Secured Notes due 2021 and Great American Group, LLC and Tiger Capital Group, LLC will acquire the inventory and certain other assets of the Company. Bon-Ton did not reveal the amount of the Second Lien Noteholders' winning bid. Reuters reports that the winning bid is worth $775.5 million. A hearing by the Bankruptcy Court to approve the sale and wind-down of the Company's operations is scheduled for April 18, 2018. 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., 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 250 stores, which includes nine furniture galleries, 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., and nine affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, Bon-Ton Stores 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., who submitted a going concern bid for the Debtors' assets, 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. C & D FRUIT: June 11 Auction of All Assets Set ---------------------------------------------- C & D Fruit and Vegetable Co., Inc. and Trio Farms, L.L.C. ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of substantially all their assets at auction. A hearing on the Motion will be held on June 12, 2018, at 2:00 p.m. (ET). The Debtors and a non-debtor, North River Properties Management, Inc., own the following assets: (a) approximately 36 acres of real property located on State Road 64 East in Bradenton, Florida and owned by C&D ("Farm Parcel"); (b) approximately 83,878 square feet of real property located in Palmetto, Florida and owned by North River, which is improved with eight multifamily farm labor housing buildings on two contiguous parcels ("Labor Parcel One"); (c) approximately three acres of real property located in Parrish, Florida and owned by North River, which is improved with one 4,625 square foot farm labor housing building ("Labor Parcel Two"); (d) approximately 10 acres and a retail store located on State Road 64 East in Bradenton, Florida and owned by C&D ("Retail Parcel"); and (e) certain farming equipment and vehicles ("Equipment"). The Debtors have determined, in the exercise of their business judgment, that it is in the best interests of their estates and their creditors to maximize value through a sale of the Assets. Subject to the approval of the Court, the Companies have engaged Equity Partners HG, LLC to market and sell the Assets and, on March 9, 2018, the Debtors filed an application with the Court to employ Equity Partners. On March 21, 2018, the Court entered an order approving the employment of Equity Partners. North River Properties Management, Inc. consents to the jurisdiction of the Court for the limited purposes of the Motion and the relief requested. In connection with the proposed sale by the Debtors of the Assets, on March 9, 2018, the Debtors filed their Bid Procedures Motion. The Bid Procedures Motion sought the approval of procedures in connection with the submission of bids for the purchase of the Assets. All parties are directed to review the procedures set forth in the Bid Procedures Motion and the order granting same for the submission of bids and bid deadlines. On March 23, 2018, the Court entered an order granting the Bid Procedures Motion. The Assets are encumbered by these following liens: (a) Manatee County, Florida asserts a lien for unpaid real and personal property taxes in the amount of $ 31,848; (b) Farm Credit of Florida, ACA asserts a lien on the Assets to secure a claim of approximately $3.5 million; (c) TCA Global Credit Master Fund, LP asserts a disputed secured claim in the amount of $610,000. As further set forth in the Case Management Summary, the Debtors dispute these claims and liens of TCA Global; and (d) John Deere asserts a lien on three tractors owned by Trio Farms. The Debtors ask authority to sell the Assets free and clear of all liens, claims, and encumbrances, including but not limited to the Liens, pursuant to the form of Asset Purchase Agreement, subject to such modifications to the Agreement agreed to by the Debtors as provided in the Bid Procedures Order. The Debtors will also ask to assume and/or assign those certain executory contracts and unexpired leases listed in the Agreement. The Debtors will market the Assets up until the Bid Deadline of June 5, 2018 at 5:00 p.m. (ET) by continuing to engage prospective purchasers in bidding for the Assets. In this way, the Debtors intend to maximize the number of participants who may participate as purchasers at the Auction to be held on June 11, 2018 at 1:00 p.m. (ET) and thereby maximize the value to be achieved from the sale of the Assets. Pursuant to the Bid Procedures Order, any objections to the Motion must be filed no later than June 5, 2018 at 5:00 p.m. (ET). The Debtors ask that the Court waives the 14-day stay of the order authorizing the sale of the Assets pursuant to Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/C&D_Fruit_103_Sales.pdf The Creditors: FARM CREDIT OF FLORIDA, ACA 1311 Hwy 17 N. Wauchula, FL 33873-5009 JOHN DEER FINANCIAL P.O. Box 6600 Johnston, IA 50131-6600 MANATEE COUNTY TAX COLLECTOR 4333 U.S. 301 North Ellenton, FL 34222-2413 TCA GLOBAL CREDIT MASTER FUND, L.P. c/o Steven R. Wirth, Esq. Akerman LLP 401 E. Jackson Street, Suite 1700 Tampa, FL 33602-5250 About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. Equity Partners HG LLC, is the investment banker. CARETRUST REIT: S&P Raises CCR to 'BB-', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on CareTrust REIT Inc. to 'BB-' from 'B+'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's senior unsecured notes to 'BB' from 'BB-'. The recovery rating is '2', indicating our expectation for substantial (70%-90%; rounded estimate: 85%) recovery prospects in the event of a payment default." The upgrade reflects CareTrust's strong relative operating performance and healthy tenant-level rent coverage levels, which have held up extremely well despite challenges facing all of the operators within the SNF landscape. While peers have been forced to restructure rents with some struggling or bankrupt operators (either to the existing operator or as part of the transition to new operators), CareTrust has either successfully transitioned or is in the process of transitioning some assets with no expected decline in contracted rents. Moreover, its industry-leading SNF tenant-level EBITDAR coverage of 1.72x (at Sept. 31, 2017; coverage is reported one quarter in arrears) provides cushion in the event that additional industry pressures result in tenant stress. Notably, facility level coverage at its top tenant (The Ensign Group) actually improved to 2.17x from 2.10x one year ago, despite industry headwinds such as declining length of stays for patients and lower reimbursement from an increasing pool of Medicare Advantage patients. CareTrust's other tenants have a combined rent coverage of around 1.3x, which is still relatively healthy when compared to peers. S&P said, "The stable outlook on CareTrust reflects our expectation that it will continue to generate favorable NOI growth, supported by its industry leading tenant-level rent coverage, triple-net lease structures with embedded rent escalators, and incremental revenue from acquisitions. We expect the company to grow in a leverage-neutral manner and maintain conservative credit metrics given the ongoing reimbursement challenges facing SNF operators, with debt to EBTIDA declining slightly to the low-5x area and with FCC in the high-4x to low-5x area. "We would consider lowering the rating should trailing-12-month debt to EBITDA rise to and be sustained above 6.0x for a year, perhaps from additional tenant stress within its small, concentrated portfolio or if the company pursues large, debt-financed acquisitions. "Although highly unlikely over the next 12 to 24 months, we could consider raising the rating by one notch if the company significantly increases its scale in a leverage-neutral manner, while further diversifying its tenant base and proactively managing any potential exposure to troubled operators. We would also consider raising the rating if the company commits to a more conservative financial policy, with S&P adjusted debt to EBITDA sustained below 4x. "We apply a downward adjustment of one notch to the company's 'bb' anchor score due to a negative comparable rating analysis. This adjustment is largely driven by CareTrust's smaller and more concentrated portfolio relative to peers." CARTER FINANCIAL: Case Summary & 14 Unsecured Creditors ------------------------------------------------------- Debtor: Carter Financial Group, LLC 9720 W. Broadview Drive Bay Harbor Island, FL 33154 Business Description: Established in 2001, Carter Financial Group, LLC is a privately held company in Bay Harbor Islands, Florida that provides financial advisory services. Chapter 11 Petition Date: April 16, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 18-14454 Judge: Hon. Laurel M Isicoff Debtor's Counsel: Tamara D McKeown, Esq. AARONSON SCHANTZ BEILEY P.A. 100 SE. 2nd Avenue, 27th Floor Miami, FL 33131 Tel: 786.594.3000 Email: tdmckeown@mckeownpa.com tmckeown@aspalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Arnold P. Carter, managing director. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-14454.pdf CHATEAU CREOLE: Hires Patrick J. Gros, CPA as Accountant -------------------------------------------------------- Chateau Creole Apartments, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Patrick J. Gros, CPA, and Patrick J. Gros, CPA, A Professional Accounting Corporation, as accountant. The services to be provided by the firm are: (a) assist with the preparation of monthly operating reports; (b) assist with preparation for Plan Confirmation hearing and testify at said hearing; and (c) provide such other accounting and financial advisory services as may be requested by the Debtor and other professionals employed by the Debtor. Patrick J. Gros, CPA, attests that neither he nor the Accounting firm, nor any other professionals employed by the firm hold any interest adverse to the Debtor or the estate and are disinterested persons. Hourly rates charged by the firm are: Partner $220 Seniors $140 Manager $175 Staff $95 The Firm requires a $3,000 retainer to be paid and held in its trust account. The firm can be reached through: Patrick Gros, CPA Patrick J. Gros, CPA Corporation 651 River Highlands Blvd. Covington, LA 70433 Tel: (985) 898-3512 About Chateau Creole Apartments Chateau Creole Apartments, LLC, is privately-held real estate company that owns 208 residential rental units located at 273 Monarch Drive, Houma, Louisiana, valued at $6.25 million, based on revenue. Chateau Creole sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 18-10148) on Jan. 25, 2018. In the petition, Damon J. Baldone, managing member, the Debtor disclosed $6.27 million in assets and $9.89 million in liabilities. Judge Elizabeth W. Magner presides over the case. The Derbes Law Firm, LLC, is the Debtor's legal counsel. CHERRY LOGGING: Taps Maida Clark Law Firm as Legal Counsel ---------------------------------------------------------- Cherry Logging, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Maida Clark Law Firm, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Frank Maida $400 Tagnia Fontana Clark $300 Paralegal $60 Frank Maida, Esq., at Maida Clark Law Firm, disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Frank J. Maida, Esq. Maida Clark Law Firm, P.C. 4320 Calder Avenue Beaumont, TX 77706 Phone: (409) 898-8200 Fax: (409) 898-8400 About Cherry Logging Cherry Logging, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-10140) on April 3, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Bill Parker presides over the case. CHICAGO EDUCATION BOARD: S&P Alters GO Bonds Rating Outlook to Pos. ------------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'B' rating on the Chicago Board of Education's outstanding general obligation (GO) bonds. "The revised outlook reflects the additional evidence of the board's higher state aid revenue as a result of Illinois' new evidence-based funding formula (EBF), which improved the district's financial outlook--building on notable wins for the board in 2017 from the state now picking up more of the employer pension contribution and the board's authority to extend a higher property tax levy to support the pension contribution," said S&P Global Ratings credit analyst Blake Yocom. Further, the outlook revision is also based on the board's improved cash position ($372 million) in the March 2018 forecast from October 2017, reduced reliance on lines of credit ($455 million), and projected improved operations in fiscal 2018 potentially leading to a positive fund balance. The board's fiscal 2018 cash flow forecast benefits from the above structural changes as well as the issuance of the 2017A and B bonds in July 2017. The 2017A and B bond proceeds were used to reimburse the board for swap termination payments, capital expenses, and to pay for near-term debt service expenses, the latter improving its cash position. S&P also notes that the board has been able to diversify the purchasers of its tax anticipation notes (TANs) for fiscal 2018, a positive sign given its reliance on lines of credit to support operating and debt service expenses. "However, a higher rating is currently precluded given a cash flow that is mostly negative through fiscal 2018 and continued uncertainty on the timing of state revenue and if the state will fully fund the new formula," said Mr. Yocom. S&P said, "In our opinion, the 'B' rating is still appropriate for the board because of its extremely weak liquidity and its vulnerability to unexpected variances in its cash flow forecast. However, should the cash flow continue to show improvement in line with or better than projections, even if negative in some months, a higher rating is possible within the outlook period. So far, it has shown an ability to weather unexpected obstacles such as the increased delays in block grants from the state in fiscal 2017, and the City of Chicago has provided some--albeit limited--financial help in the form of picking up roughly $80 million in security costs. But the board's cash flow was worse than budgeted in fiscal 2017, which management attributes to delayed state grant payments, and the potential for the state's own financial problems to weaken the board remains a concern, in our view. In our opinion, adverse business, financial, or economic conditions will likely impair the board's capacity or willingness to meet its financial commitments. However, sustained evidence that the state is able and committed to meeting its new funding requirements could lead to a higher rating." "The positive outlook reflects the at least one-in-three chance that we could raise the rating within the one-year outlook horizon, reflecting a notably improved cash flow in the district's March 2018 cash flow report compared to October 2017 and evidence that increased state funding is flowing to the district as previously planned," added Mr. Yocom. S&P said, "We could raise the rating one notch if the 2019 budget demonstrates structural balance, continued progress on an improving financial position with a small surplus result in fiscal 2018 leading to a positive fund balance, and additional reduction in outstanding TANs. Additionally, should the cash flow continue to show improvement in line with or better than projections, even if negative in some months, a higher rating is possible within the outlook period. Sustained evidence that the state is able and committed to meeting its new funding requirements also could also lead to a higher rating. We expect that the board's high fixed costs and large unfunded pension liabilities and looming contract negotiations will continue to pressure the rating but will not necessarily prevent upward rating potential at the current rating level. We could revise the outlook to stable if the board fails to achieve its projected stability in fiscal years 2018 and 2019 in its financial and cash flow results." CLA PROPERTIES: Taps Keegan Linscott as Accountant -------------------------------------------------- CLA Properties SPE LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Keegan Linscott & Kenon, P.C. as its accountant and financial advisor. The firm will help the company and its affiliates comply with the reporting requirements; assist them in evaluating and estimating claims; evaluate their cash management systems; assist in the formulation of a plan of reorganization; and provide other financial services. The firm's hourly rates range from $85 to $335. Keegan does not hold or represent any interests adverse to the Debtor's estate or creditors, according to court filings. The firm can be reached through: Christopher G. Linscott Keegan Linscott & Kenon, P.C. 3443 N Campbell Ave, Suite 115 Tucson, AZ 85719 Phone: (520) 884-0176 Fax: (520) 884-8767 Email: info@klkcpa.com About CLA Properties SPE LLC CLA Properties SPE, based in Scottsdale, Arizona, and its debtor-affiliates filed separate Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 17-14851) on December 18, 2017. The debtor-affiliates are CLA Maple Grove, LLC; CLA Carmel, LLC; CLA West Chester, LLC; CLA One Loudoun, LLC; CLA Fishers, LLC; CLA Chanhassen, LLC; CLA Ellisville, LLC; CLA Farm, LLC; and CLA Westerville, LLC. The cases are jointly administered before the Hon. Brenda Moody Whinery. Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as bankruptcy counsel. Schian Walker, PLC, as co-counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Richard Sodja, its authorized representative. CM HVAC HOLDINGS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: CM HVAC Holdings, LLC d/b/a CGM Services 5806 Breckenridge Parkway, Suite A/B Tampa, FL 33610 Business Description: CM HVAC Holdings, LLC dba CGM Services is an air conditioning and heating contractor in Tampa, Florida that provides new home A/C systems, maintenance checks and new air ducts for residential and commercial clients. CGM Services also specializes in commercial HVAC installations and spray foam insulation. Chapter 11 Petition Date: April 16, 2018 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 18-03054 Debtor's Counsel: Jake C. Blanchard, Esq. BLANCHARD LAW, P.A. 1501 S. Belcher Rd. Unit 2B Largo, FL 33771 Tel: 727-531-7068 Fax: 727-535-2086 Email: jake@jakeblanchardlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Chris McNeil, manager. 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/flmb18-02054.pdf COLORADO LONESOME: Hires Latham Shuker as Counsel ------------------------------------------------- Colorado Lonesome Dove, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Latham Shuker Eden & Beaudine, LLP, as counsel to the Debtor. Colorado Lonesome requires Latham Shuker to: a. advise the Debtor as to its rights and duties in the bankruptcy case; b. prepare pleadings related to the bankruptcy case, including disclosure statement and a plan of reorganization; and c. take any and all other necessary action incident to the proper preservation and administration of the estate. Latham Shuker will be paid at these hourly rates: Partners $350-$575 Associates $220-$290 Paraprofessionals $105-$160 Latham Shuker will be paid a retainer in the amount of $8,500. Latham Shuker will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel A. Velasquez, partner of Latham Shuker Eden & Beaudine, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Latham Shuker can be reached at: Daniel A. Velasquez, Esq. LATHAM SHUKER EDEN & BEAUDINE, LLP 111 N. Magnolia Ave., Suite 1400 Orlando, FLA 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: dvelasquez@lseblaw.com About Colorado Lonesome Dove Goodnight's Lonesome Dove RV Campground & Cabins is a recreational camp located at 180065 US Hwy 160 South Fork, CO 81154. Goodnight's Lonesome Dove RV Campground & Cabins has year-round family activities for the sports enthusiast and nature lover alike. The Camp is convenient to skiing, hiking, fishing, horseback riding, rafting, biking, or just relaxing. It has 10 log cabins open year-round, each with private bathrooms and fully equipped kitchens. It also has 37 Large, full-hookup, RV sites that are all grassy and are available May through Mid-November with a full laundry and shower facility. Visit https://is.gd/SuWgTP for more information. Colorado Lonesome Dove, LLC, d/b/a Goodnight's Lonesome Dove RV Campground & Cabins, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13283) on March 22, 2018. The petition was signed by Brian G. West, manager/member. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Latham, Shuker, Eden & Beaudine, LLP as counsel. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. COLORADO NATIONAL: Sale Examiner Hires r2 advisors as Advisor ------------------------------------------------------------- Thomas M. Kim, the Independent Sale Examiner of Colorado National Bancorp, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ r2 advisors llc, as advisor to the Independent Sale Examiner. The Examiner requires r2 advisors to provide financial advisory services. r2 advisors will be paid at the hourly rate of $150 to $250. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Examiner's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. r2 advisors can be reached at: R2 ADVISORS LLC 1350 17th St., Suite 206 Denver, CO 80202 Tel: (303) 865-8460 About Colorado National Bancorp Colorado National Bancorp, formerly known as Community Bank Partners Inc., operates as a bank holding company for Colorado National Bank that provides banking products and services to businesses and consumers in Colorado and surrounding states. It was incorporated in 2009 and is based in Denver, Colorado. Colorado National Bancorp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20315) on Nov. 8, 2017. In the petition signed by CEO Scott D. Jackson, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Elizabeth E. Brown presides over the case. Shapiro Bieging Barber Otteson LLP is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2017. The Committee retained Markus Williams Young & Zimmermann LLC as its bankruptcy counsel; Vining Sparks Community Bank Advisory Group as financial advisor; and Shapiro Bieging Barber Otteson LLP as special counsel. COMPCARE MEDICAL: Hires Turoci Firm as General Bankruptcy Counsel ----------------------------------------------------------------- CompCare Medical, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ The Turoci Firm, as general bankruptcy counsel to the Debtor. CompCare Medical requires Turoci Firm to: a. advise and assist the Debtor with respect to compliance with the requirements of the U.S. Trustee; b. advise the Debtor regarding matters of bankruptcy law, including the rights and remedies in regards to its assets and with respect to the claims of creditors; c. represent or assist the Debtor in any proceedings or hearings in the bankruptcy court and in any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; d. conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, applications, motions, orders, accounts, other legal papers, and pleadings related to the Chapter 11 case; e. advise the Debtor concerning the requirements of the Bankruptcy Code and applicable rules; f. advise and assist the Debtor with respect to its powers and duties in the continued operation of the Debtor's business and management of property of the estate; g. advise and assist the Debtor in the administration of the estate's assets and liabilities; h. represent the Debtor with regard to the preparation of a disclosure statement and the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan of reorganization; and i. take such other actions and perform such other services as may be required in with the Chapter 11 case. Turoci Firm will be paid at these hourly rates: Attorneys $500 Paralegals $175 Turoci Firm received from the Debtor a retainer in the amount of $10,000, inclusive of the filing fee. Turoci Firm deducted the sum of $8,283 for services rendered and the sum of $1,717 filing fee prior to the Chapter 11 filing. The Firm waived the remaining $2,984 in pre-filing fees in order for the Firm to not have a prepetition claim against the Debtor's estate. Turoci Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Todd Turoci, partner of The Turoci Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Turoci Firm can be reached at: Todd Turoci, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 Tel: (951) 784-1678 Fax: (866) 762-0618 E-mail: mail@theturocifirm.com About CompCare Medical, Inc. CompCare Medical Inc., which operates a busy general medical practice with a daily patient count of 40 to 50 patients., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-15707) on June 27, 2016. The petition was signed by Alphonso Benton, president. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. The Debtor is represented by Todd L. Turoci, Esq., and Julie Philippi, Esq., at The Turoci Firm, in Riverside, California. CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Continental Carwash Partners P.O. Box 2096 Fremont, CA 94536 Business Description: Continental Carwash Partners operates a limited service carwash in Manteca, California, where drivers stay in their cars while the exterior is cleaned through an automated process. Interior cleaning is at the option of the customer with vacuums available for self-service. Continental Carwash previously sought bankruptcy protection on April 23, 2016 (Bankr. E.D. Calif. Case No. 16-22597) and May 24, 2011 (Bankr. E.D. Calif. Case No. 11-32921). Chapter 11 Petition Date: April 15, 2018 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Case No.: 18-22240 Judge: Hon. Christopher M. Klein Debtor's Counsel: David C. Johnston, Esq. DAVID C. JOHNSTON 1600 G Street, Suite 102 Modesto, CA 95354 Tel: 209-579-1150 Fax: 209-579-9420 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dean Hanson, managing partner. 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/caeb18-22240.pdf CONUMA COAL: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term corporate credit rating to Canada-based Conuma Coal Resources Ltd. The outlook is stable. At the same time, S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to the company's proposed US$200 million senior secured notes due 2023. The '2' recovery rating reflects S&P's expectation for substantial (70%-90%; rounded estimate 85%) recovery in its simulated default scenario. S&P said, "The ratings on Conuma primarily reflect our view of the risks associated with the company's limited operating breadth, with two operating mines in B.C. and exposure to historically volatile metallurgical (met) coal prices. The company generates all of its coal output from its Brule and Wolverine mines, although we expect contributions from its Willow Creek mine once it restarts shortly. The rating also takes into account the company's low cost structure, which incorporates its operational improvements, transportation advantages and lack of legacy costs, and strong credit measures over the next 12 months amid favorable industry conditions. "The stable outlook reflects our expectation that Conuma will generate strong free operating cash flows with adjusted debt-to-EBITDA below 2x over the next 12 months. The positive momentum in global demand for met coal, which has contributed to strong met coal prices, underpins our estimates. However, we also take into account the company's high sensitivity to metals price volatility, and potential for discretionary spending that could materially affect our estimates. "Although unlikely over the next 12 months, a higher rating would require a change in our view of AMCI as a financial sponsor. Under this scenario, we would also expect the company to maintain and sustain adjusted leverage below 3x, with a low probability of material acquisitions or dividends that could materially impair its capital structure. "We could lower the rating if, over the next 12 months, we expect adjusted debt-to-EBITDA to approach 5x or EBITDA margins to deteriorate below 25%. This could result from a combination of an aggressive financial policy, operational disruptions, or benchmark low-volatile HCC prices declining by about 30% relative to our expectations in 2018." COTTON PATCH: Case Summary & 11 Unsecured Creditors --------------------------------------------------- Debtor affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Cotton Patch (Lead Case) 18-04037 An Arizona General Partnership 15820 W. Hanna Casa Grande, AZ 85193 Salcot Planting Co. 18-04038 An Arizona General Partnership 15820 W. Hanna Casa Grande, AZ 85193 Business Description: Cotton Patch and Salcot Planting Co. farm approximately 1,100 acres in Pinal County, Arizona consisting of six separate leaseholds. Cotton Patch, is the lessee of two Arizona State Land Department agricultural leases, Nos. 01-30 and 01-100210. Cotton Patch and Salcot Planting Co. have no employees. Cy W. Salmons, Aaron M. Salmons, Charles Wm. Salmons, and Christine A. Salmons own all of the equity of Salcot Planting Co. and they are the only members of the general partnership. The Debtors now primarily grow cotton. Chapter 11 Petition Date: April 17, 2018 Court: United States Bankruptcy Court District of Arizona (Tucson) Debtors' Counsel: Isaac D. Rothschild, Esq. David J. Hindman, Esq. MESCH CLARK & ROTHSCHILD, PC 259 N. Meyer Avenue Tucson, AZ 85701 Tel: 520-624-8886 Fax: 520-798-1037 Email: irothschild@mcrazlaw.com dhindman@mcrazlaw.com Estimated Estimated Assets Liabilities ---------- ----------- Cotton Patch $1M-$10M $1M-$10M Salcot Planting $1M-$10M $1M-$10M The petitions were signed by Cy W. Salmons, general partner. A full-text copy of Cotton Patch's petition containing, among other items, a list of the Debtor's 11 largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb18-04037.pdf A full-text copy of Salcot Planting's petition containing, among other items, a list of the Debtor's 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb18-04038.pdf CPI CARD: Swings to $22 Million Net Loss in 2017 ------------------------------------------------ CPI Card Group Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $22.01 million on $254.86 million of total net sales for the year ended Dec. 31, 2017, compared to net income of $5.40 million on $308.70 million of total net sales for the year ended Dec. 31, 2016. The decrease in net income was driven by several factors, including lower net sales and gross profit, and higher operating expenses, including the impairment charges and higher interest costs. Included in loss from operations and net loss during the year ended Dec. 31, 2017 were goodwill impairment charges of $19.1 million, of which $17.2 million related to the U.S. Debit and Credit segment resulting from continued market softness in demand for EMV cards, including price erosion and loss of market share in the United States. The other impairment for $1.9 million related to Other which resulted from declines in net sales and operating losses incurred in our Canadian business. As of Dec. 31, 2017, CPI Card Group had $234 million in total assets, $353.57 million in total liabilities and a total stockholders' deficit of $119.57 million. Scott Scheirman, president and chief executive officer of CPI, stated, "Our fourth quarter operating results were broadly in line with our expectations, including generating positive operating and free cash flow. We continue to see long-term opportunities for CPI in the broader payments market. Beginning in late 2017, we undertook a comprehensive review of CPI's business and market opportunities. As we moved into 2018, we developed a plan that will enable us to better serve the needs of our customers, further capitalize on our addressable market, and deliver shareholder value. The foundation of this strategy is to be the partner of choice by providing market-leading quality products and service with a cost competitive business model. We will do this through steadfast attention to four key priorities: deep customer focus, market-leading quality products and customer service, a market competitive business model, and continuous innovation." Mr. Scheirman continued, "We have already implemented several initiatives designed to reach our objectives. We re-aligned our U.S. organization to better serve our customers by enhancing product and service delivery, improving decision making, accelerating speed to market, and improving our operational efficiencies. We have also begun the process of consolidating our card personalization operations in the U.S. from three facilities to two facilities in order to better serve our customers with market leading quality and increased operational efficiencies. I am encouraged with the progress we have made thus far in executing against our plans, and believe we have taken the appropriate first steps toward getting CPI fit for growth." Lillian Etzkorn, chief financial officer, stated, "We were pleased to make progress in improving our operating cash flow trend in the fourth quarter. Looking to 2018, we will continue to invest in our business to enhance our products and solutions, and drive efficiencies to improve our overall cost structure. We believe that we have adequate cash and liquidity to support our business plan. Our focus is on driving profitable growth, returning to consistent positive cash flow generation, and delivering shareholder value." At Dec. 31, 2017, the Company had $23.2 million of cash and cash equivalents, up from $14.8 million at the end of the third quarter of 2017. At Dec. 31, 2017, the Company had an undrawn $40.0 million revolving credit facility, of which $20.0 million was available for borrowing. Cash provided by operating activities for the year ended Dec. 31, 2017 was $2.4 million, representing a decrease compared to cash provided by operating activities of $60.0 million during 2016. Total debt principal outstanding, comprised of the Company's First Lien Term Loan, was $312.5 million at Dec. 31, 2017, unchanged from Dec. 31, 2016. Net of debt issuance costs and discount, recorded debt was $303.9 million as of Dec. 31, 2017. The Company's First Lien Term Loan matures on Aug. 17, 2022 and includes no financial leverage covenants. A full-text copy of the Form 10-K is available for free at: https://is.gd/qOTjAB About CPI Card CPI Card Group -- http://www.cpicardgroup.com/-- is a provider in payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. With more than 20 years of experience in the payments market and as a trusted partner to financial institutions, CPI's solid reputation of product consistency, quality and outstanding customer service supports its position as a leader in the market. Serving the Company's customers from locations throughout the United States, Canada and the United Kingdom, the Company has a leading network of high security facilities in the United States and Canada, each of which is certified by one or more of the payment brands: Visa, MasterCard, American Express, Discover and Interac in Canada. The Company is headquartered in Littleton, Colorado. * * * As reported by the TCR on April 4, 2018, Moody's Investors Service downgraded its ratings for CPI Card Group Inc., including the company's Corporate Family Rating (to Caa1, from B3) and Probability of Default Rating (to Caa1-PD, from B3-PD). Moody's said the downgrades broadly reflect continued uncertainty about whether CPI can return to revenue and profit growth over the next 12-18 months, and an earnings and cash flow profile that can adequately support the company's heavy debt burden. The TCR reported on March 23, 2018 that S&P Global Ratings lowered its corporate credit rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that CPI's capital structure is unsustainable at current levels of EBITDA. However, we do not anticipate a default scenario over the next 12 months given that we believe liquidity availability will be sufficient to absorb the expected negative discretionary cash flow. CROSIER FATHERS: Hires Meagher & Geer as Special Insurance Counsel ------------------------------------------------------------------ The Crosier Fathers and Brothers Province, Inc., Crosier Fathers of Onamia, and The Crosier Community of Phoenix, seek authority from the U.S. Bankruptcy Court for District of Minnesota to employ the law firm of Meagher & Geer, PLLP as special insurance counsel for the debtors. Robert W. Vaccaro, through his prior firm Gaskins Bennett Birrell Schupp, LLP, represented the Province prior to the Petition Date in a declaratory relief action filed against the Province by its insurers, Twin City Fire Insurance Company and Hartford Accident and Indemnity Company in the United States District Court for the State of Minnesota. This case remains pending as Case No. 15-cv-4437 (ADM-BRT). Mr. Vaccaro assisted the Province in filing a counterclaim against Hartford. Pre-petition, the Province and Hartford reached a settlement of the action; however, the settlement was not yet fully documented as of the Petition Date, and the action was (and still is) pending before the district court. As such, the debtors applied to the Bankruptcy Court to employ Mr. Vaccaro and his prior firm Gaskins Bennett Birrell Schupp, LLP as special counsel in these insurance matters. On February 28, 2018, Mr. Vaccaro departed from the Gaskins firm and began employment with Meagher & Geer, PLLP on March 1, 2018. The debtors' relationship was with Mr. Vaccaro, not the Gaskins firm. Now that Mr. Vaccaro has changed firms, the debtors desire to continue to employ Mr. Vaccaro, and therefore the Meagher firm. Conclusion of the declaratory judgment action, and related insurance issues that may arise throughout the remainder of the reorganization cases, are the only matters in which the Meagher firm will represent the debtors during the pendency of the reorganization cases Robert Vaccaro, attorney at the law firm of Meagher & Geer, PLLP, attests that the Meagher firm does not hold, represent, or hold any interest adverse to the debtors or their estates in the matters with respect to which the Meagher firm seeks employment as special insurance counsel. Fees the firm will charge are: Robert W. Vaccaro $350 per hour Associates $225 per hour Paralegal $115 per hour The counsel can be reached through: Robert W. Vaccaro, Esq. Meagher & Geer, P.L.L.P. 33 S. Sixth Street, Suite 4400 Minneapolis, MN 55402 US Tel: 612-338-0661 Fax: 612-338-8384 About Crosier Fathers Crosier Fathers and Brothers Province, Inc. -- https://www.crosier.org/ -- is a Minnesota non-profit corporation that is the civil counterpart of the religious entity known as the Canons Regular of the Order of the Holy Cross Province of St. Odilia. Crosier, Crosier Fathers of Onamia and The Crosier Community of Phoenix sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-41681 to 17-41683) on June 1, 2017. The Rev. Thomas Enneking, their president, signed the petitions. Crosier Fathers and Brothers estimated less than $1 million in assets and less than $500,000 in liabilities. Crosier Fathers of Onamia and The Crosier Community of Phoenix each estimated under $10 million in assets. Crosier Fathers of Onamia estimated under $10 million in liabilities, while The Crosier Community of Phoenix estimated under $500,000 in debt. Judge Robert J Kressel presides over the cases. The Debtors hired Quarles & Brady LLP as lead counsel and Larkin Hoffman as local counsel. JND Corporate Restructuring has been retained as claims and noticing agent. Levrose Real Estate, LLC, serves as real estate broker. The Debtors also have hired Keegan, Linscott and Kenon, P.C., as accountant; Gaskins Bennett Birrell Schupp LLP as special insurance counsel; Larson King LLP as special litigation counsel in civil actions filed before the petition date; and Larkin Hoffman Daly & Lindgren Ltd., as local counsel. On June 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Stinson Leonard Street LLP as its bankruptcy counsel. CRYODORANT LLC: Hires Martin Thomas as Counsel ---------------------------------------------- Cryodorant, LLC, has filed an amended application with the U.S. Bankruptcy Court for the Eastern District of Texas seeking approval to hire Martin Thomas, Esq., as counsel to the Debtor. Cryodorant, LLC requires Martin Thomas to: a. advise and consult with the Debtor concerning (i) legal questions arising in administering the reorganization of the Debtor's estate and (ii) the Debtor's right and remedies in connection with the estate's assets and creditors' claims; b. assist the Debtor in the formulation of a disclosure statement and plan of reorganization and will assist the Debtor in obtaining confirmation and consummation of a plan of reorganization; c. assist the Debtor in preserving and protecting the Debtor's estate; d. investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtor's avoiding powers; e. prepare any pleadings, motions, answers, notices, orders and reports that are required for the orderly administration of the Debtor's estate; f. represent Debtor in adversary proceedings; and g. perform any and all other legal services for the Debtor that the Debtor determines are necessary and appropriate to faithfully discharge its duties as a debtor in possession. Martin Thomas will be paid at the hourly rate of $400. Martin Thomas will also be reimbursed for reasonable out-of-pocket expenses incurred. Martin K. Thomas, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Martin Thomas can be reached at: Martin K. Thomas, Esq. P.O. Box 36528 Dallas, TX 75235 Tel: (214) 951-9466 Fax: (855) 301 8792 E-mail: martin@martinkthomas.com About Cryodorant, LLC Cryodorant, LLC, based in Irving, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-40276) on Feb. 8, 2018. In the petition signed by Daniel Schreimann, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades presides over the case. Martin K. Thomas, Esq., serves as bankruptcy counsel to the Debtor. CUZCO DEVELOPMENT: Court Narrows Claims in Tera Resource Suit ------------------------------------------------------------- Defendants Dong Woo Lee, Cuzco Development U.S.A., LLC, Newco, LLC, and Cuzco Development Korea, Inc. in the case captioned TERA RESOURCE CO., LTD., etc., Plaintiff, v. DONG WOO LEE, et al., Defendants, Adv. Pro. No. 17-90009 (D. Haw.) moved to dismiss the Second Amended Verified Complaint filed on July 18, 2017, by plaintiff Tera Resource Co., Ltd. A hearing was held on Sept. 15, 2017. Bankruptcy Judge Robert J. Faris granted the motion in part. Debtor Cuzco USA is a Hawaii limited liability company that owns real property on Keeaumoku Street in Honolulu. Cuzco Korea is a Korean corporation that is the sole member of Cuzco USA. Defendant Dong Woo Lee claims to be the manager of Cuzco USA and the representative director of Cuzco Korea. Defendant Soo Kyung Yang is a shareholder and creditor of Cuzco Korea and an ally of Mr. Lee. Tera alleged on behalf of itself, Cuzco Korea, and Cuzco USA, that Cuzco USA and Mr. Lee committed fraud on the court (Counts I and II), that the corporate veil between Cuzco USA and Cuzco Korea should be pierced (Count III), that the defendants defrauded Tera in various respects (Count IV), that the defendants conspired to strip Cuzco Korea's creditor claims and interests in Cuzco USA for the purpose of injuring Tera, Cuzco Korea, and Cuzco USA (Count V), that the defendants breached fiduciary duties to Tera, Cuzco Korea, and Cuzco USA (Count VI), that the defendants engaged in actions to convert the Keeaumoku Property (Count VII), and that the defendants are liable for unjust enrichment (Count VIII). Tera also seeks recognition of its foreign money judgment against Ms. Yang (Count IX), enforcement of the judgment (Counts X and XI), an injunction restraining Cuzco USA, Ms. Yang, and Mr. Lee from transferring assets (Counts XII and XIII), the imposition of a constructive trust on the Keeaumoku Property (Count XIV), the appointment of a receiver for the Keeaumoku Property (Count XV), and the recovery of attorneys' fees and costs (Count XVI). The defendants argue that Tera's fraud on the court claims (Counts I and II) are "not actionable." Tera argues that, by the time the court confirmed the Fourth Amended Plan, Tera had vigorously and repeatedly laid out all of the ways in which it contends that Mr. Lee, Cuzco Korea, and Cuzco USA lied about the effect of the plan. Tera responds that, "The Fourth Amended Plan is a modification of the Third Amended Plan and relies on the submissions in support of the Third Amended Plan. As such, the Fourth Amended Plan was procured through the same fraud on the Court as the Third Amended Plan." The complaint does not plausibly allege that confirmation of the Third Amended Plan was procured through fraud. In the first place, the court had Tera's evidence and contentions before it, when it confirmed the Fourth Amended Plan. Tera repeatedly made the same claims of fraud on the court, when it sought reconsideration of the order confirming the Third Amended Plan and objected to confirmation of the Fourth Amended Plan. Tera believes the court erred and appealed the plan confirmation order. But there is no basis for a claim that confirmation of the Fourth Amended Plan was procured through fraud; the court reviewed both Tera's and Cuzco USA's versions of the facts and selected the one which it found believable. Second, the Fourth Amended Plan eliminates the provisions that Tera alleges were part of the fraudulent scheme. In a nutshell, Tera claims that Mr. Lee, Ms. Yang, and others wanted to capture all of the value of the Keeaumoku Property for themselves, and not share any of it with Tera. To this end, according to Tera, they formulated the Third Amended Plan, which transferred the Keeaumoku Property from Cuzco USA to Newco, Mr. Lee's company. But the Fourth Amended Plan superseded the Third Amended Plan and left the Keeaumoku Property with Cuzco USA. In short, confirmation of the Fourth Amended Plan undid the provision of the Third Amended Plan that Tera says was the cornerstone of the alleged fraud. It is possible, however, that the fraud on the court counts could support other remedies, such as an award of attorneys' fees and conceivably damages. Therefore, the Court will dismiss Counts I and II, only to the extent that they seek revocation of the confirmation order. The moving defendants argue that, as a shareholder of Cuzco Korea, Tera cannot assert direct (as opposed to derivative) claims against Cuzco Korea's subsidiary, Cuzco USA. For purposes of this motion, the Court rejects this argument. The complaint alleges that Cuzco USA and the other defendants engaged in a conspiracy specifically targeted at Tera. The complaint also alleged that the corporate veil between Cuzco USA and Cuzco Korea should be pierced, such that Cuzco Korea is responsible for all of Cuzco USA's obligations, and vice versa. These allegations meet the low standard of plausibility. Therefore, the Court will not dismiss Counts III and IV of the complaint on this basis. Counts IX, X, XI, and XII ask the court to recognize and enforce judgments that Tera has allegedly recovered in Korea against Ms. Yang, a shareholder of Cuzco Korea, and a "debt seizure order" issued by a Korean court, which is apparently analogous to a post-judgment garnishment by Tera of amounts that Cuzco Korea owes to Ms. Yang. Tera's attempt to explain how these disputes among Cuzco Korea's shareholders and creditors could affect Cuzco USA is unpersuasive. Regardless of who ultimately wins those disputes, Cuzco Korea will continue to own all of the equity in Cuzco USA. The outcome of those disputes will help determine how the economic value of Cuzco Korea will be divided among its stakeholders, but that will have no effect upon Cuzco Korea's subsidiary, Cuzco USA. Therefore, Counts IX through XII are dismissed for want of subject matter jurisdiction. A full-text copy of the Court's Memorandum of Decision dated March 20, 2018 is available at https://is.gd/3lENGz from Leagle.com. Tera Resource Co., Ltd., Plaintiff, represented by Jade Lynne Ching, Nakashima Ching LLC, Ryan B. Kasten, Nakashima Ching LLC, Simon Klevansky, Klevansky Piper, LLP & David A. Nakashima, Nakashima Ching LLC. Dong Woo Lee, Defendant, represented by Paul D. Alston -- Palston@ahfi.com -- Alston Hunt Floyd & Ing & John S. Rhee -- JRhee@ahfi.com -- Alston Hunt Floyd & Ing. Soo Kyung Yang, Defendant, pro se. NEWCO, LLC, Defendant, represented by John S. Rhee , Alston Hunt Floyd & Ing. Cuzco Development U.S.A., LLC, Defendant, represented by Paul D. Alston , Alston Hunt Floyd & Ing, Chuck C. Choi , CHOI & ITO, Allison A. Ito , CHOI & ITO & John S. Rhee , Alston Hunt Floyd & Ing. Cuzco Development Korea, Inc., Intervenor, represented by Paul D. Alston , Alston Hunt Floyd & Ing & John S. Rhee , Alston Hunt Floyd & Ing. About Cuzco Development Cuzco Development U.S.A., LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 16-00636) on June 20, 2016. The petition was signed by Kay Nakano, responsible individual. The case is assigned to Judge Robert J. Faris. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The confirmation hearing on the Debtor's plan of reorganization is on Feb. 13, 2017. The TCR reported on Dec. 23, 2016, that Judge Faris approved the Debtor's first amended disclosure statement for its Chapter 11 plan of reorganization, dated Dec. 5, 2016, which proposed that the holder of an allowed general unsecured claims receive on account of its claim in full and complete satisfaction, discharge and release thereof: 100% of their allowed claims with post-petition interest at 3% simple interest per annum paid in full within 30 days after the Refinance deadline. DELEN RESOURCES: Hires Wilkey & Wilson as Attorney -------------------------------------------------- Delen Resources, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Wilkey & Wilson, P.S.C., as attorney to the Debtor. Delen Resources requires Wilkey & Wilson to: (a) give the Debtor-in-Possession legal advice with respect to its powers and duties as Debtor-in-Possession and the conduct of the Debtor's business affairs; (b) prepare on behalf of the Debtor-in-Possession all pleadings, reports, and other legal documents; (c) assist the Debtor-in-Possession with the formulation of a plan of reorganization; and (d) render all other legal services which may be required from time to time by the Debtor-in-Possession, including claims litigation. Wilkey & Wilson will be paid at the hourly rate of $250-$275. Wilkey & Wilson will also be reimbursed for reasonable out-of-pocket expenses incurred. Russ Wilkey, partner of Wilkey & Wilson, P.S.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Wilkey & Wilson can be reached at: Russ Wilkey, Esq. WILKEY & WILSON, PSC 111 West Second Street Owensboro, KY 42303 Tel: (270) 685-6000 Fax: (270) 683-2229 E-mail: rwilkey@wilkeylaw.com About Delen Resources, LLC Delen Resources LLC, a privately held company, is an oil & gas exploration, development, and production company located in Madisonville, Kentucky. Delen currently holds and is operating 3 leases. Delen Resources, LLC, based in Madisonville, KY, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 18-40279) on April 4, 2018. The Hon. Thomas H. Fulton presides over the case. Russ Wilkey, Esq., at Wilkey & Wilson, P.S.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Daniel Williams, managing member. DELTA AIR: S&P Rates New Senior Unsecured Notes 'BB+' ----------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Delta Air Lines Inc.'s proposed senior unsecured notes. The company will use the proceeds from these notes to refinance its secured bank revolving credit facility and term loan and for general corporate purposes. The issuance of these notes continues Delta's shift toward a largely unsecured capital structure. However, the majority of the company's balance sheet debt is still secured, which effectively places its unsecured creditors in a subordinated position. Accordingly, S&P rates Delta's senior unsecured debt one notch below its corporate credit rating on the company. ISSUE RATINGS--SUBORDINATION RISK ANALYSIS Capital structure Delta's capital structure consists of $4.4 billion of secured debt and $4 billion of unsecured debt (including the proposed notes). All of the debt is issued by (or, in the case of former Northwest Airlines' debt, is now the obligation of) Delta Air Lines Inc., the parent company and principal operating unit. Analytical conclusions S&P said, "We rate Delta's senior secured bank facilities at the same level as our corporate credit rating because they are secured. We will withdraw our ratings on these bank facilities when they are repaid. This does not apply to the company's enhanced equipment trust certificates, which we rate using different criteria. "We rate Delta's senior unsecured debt one notch lower than our corporate credit rating because it ranks behind a significant amount of secured debt in the company's capital structure." RATINGS LIST Delta Air Lines Inc. Corporate Credit Rating BBB-/Stable/-- New Rating Delta Air Lines Inc. Senior Unsecured Notes BB+ DPW HOLDINGS: CEO & Chairman Will Get $33K Monthly Fee ------------------------------------------------------ DPW Holdings, Inc. and Milton C. Ault, III, the Company's chief executive officer, entered into an Amended and Restated Independent Contractor Agreement pursuant to which the parties agreed to amend and restate the Independent Contractor Agreement dated Sept. 22, 2016, by and between the Company and Mr. Ault. In accordance with the terms set forth in the Agreement, Mr. Ault will continue to serve as the Company's chief executive officer and chairman of the Board of Directors in consideration of a monthly fee of $33,333, effective Nov. 15, 2017. The Agreement will terminate on April 30, 2018, and may be renewed on a monthly basis by written agreement between the parties thereto. About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company that, through its wholly owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing technology-based solutions where innovation is the main driver for mission-critical applications and lifesaving services. Coolisys' growth strategy targets core markets that are characterized by "high barriers to entry" and include specialized products and services not likely to be commoditized. Coolisys through its portfolio companies develops and manufactures cutting-edge resonant switching power topologies, specialized complex high-frequency radio frequency (RF) and microwave detector-log video amplifiers, very high-frequency filters and naval power conversion and distribution equipment. Coolisys services the defense, aerospace, medical and industrial sectors and manages four entities including Digital Power Corporation, www.DigiPwr.com, a leading manufacturer based in Northern California, 1-877-634-0982; Digital Power Limited dba Gresham Power Ltd., www.GreshamPower.com, a manufacturer based in Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with its headquarters in Shelton, CT 1- 203-866-8000; and Power-Plus Technical Distributors, www.Power-Plus.com, a wholesale distributor based in Sonora, CA 1-800-963-0066. Coolisys operates the branded division, Super Crypto Power, www.SuperCryptoPower.com. Digital Power reported a net loss of $1.12 million for the year ended Dec. 31, 2016, and a net loss of $1.09 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Digital Power had $18.26 million in total assets, $10.79 million in total liabilities and $7.46 million in total equity. "The Company expects to continue to incur losses for the foreseeable future and needs to raise additional capital to continue its business development initiatives and to support its working capital requirements. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX Ltd. ("MTIX") to manufacture, install and service the Multiplex Laser Surface Enhancement ("MLSE") plasma-laser system. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. Management believes that the Company has access to capital resources through potential public or private issuance of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company's ability to continue as a going concern," said the Company in its quarterly report for the period ended Sept. 30, 2017. DUNECRAFT INC: Taps Van Ness Law as Legal Counsel ------------------------------------------------- DuneCraft, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Van Ness Law, Ltd., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Charles Van Ness, Esq., the attorney who will be handling the case, will charge an hourly fee of $300. His firm received a retainer in the sum of $8,500 from the Debtor. Mr. Van Ness has no connection with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Charles J. Van Ness, Esq. Van Ness Law, Ltd. 6181 Mayfield Road, Suite 104 Mayfield Heights, OH 44124 Tel: 440-461-4433 Fax: 440-461-4434 Email: cjvlaw@prodigy.net About DuneCraft Inc. Cleveland, Ohio-based Dunecraft Inc. is a producer of "fun and educational" growing kits such as carnivorous creations, the princess garden, the dinosaur plant, dragon's lair, and much more for children of all ages. It also introduced a line of micro-terrariums, space sand, super snow, smart tubes, and a brand new line of kits tailored to the classroom setting. DuneCraft was founded in January 2002 by Grant Cleveland. Dunecraft sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-11901) on April 1, 2018. In the petition signed by Grant A. Cleveland, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jessica E. Price Smith presides over the case. ELDORADO RESORTS: S&P Affirms 'B+' CCR on Proposed Tropicana Deal ----------------------------------------------------------------- U.S. casino company Eldorado Resorts Inc. has agreed to acquire the operations of Tropicana Entertainment for $640 million and the Grand Victoria Casino in Elgin, Ill., for $328 million. S&P Global Ratings is thus affirming its 'B+' corporate credit on Reno, Nev.-based gaming operator Eldorado Resorts Inc. The outlook remains stable. S&P said, "Our issue-level and recovery ratings on Eldorado are unchanged. Eldorado anticipates raising $600 million in incremental debt to fund the acquisitions. While it currently intends to issue unsecured notes, we believe its financing plans could change depending on market conditions. That said, we believe the incremental value from the acquired assets will offset the incremental debt--whether it is secured or unsecured--and will not impair lenders' recovery prospects. We intend to update our valuation as well as the issue-level and recovery ratings when Eldorado launches its financing transaction and we can evaluate the terms and final capital structure. We anticipate this will be in the second half of 2018. "The stable outlook reflects our belief that Eldorado's increased scale and improved geographic diversity can support leverage of up to 6x. We expect lease-adjusted leverage, pro forma to include a full year of operations Tropicana and the Grand Victoria Casino, to be in the high-5x area in 2018, improving to the low to mid-5x area in 2019. "We could consider lowering the ratings if we expect Eldorado to sustain lease-adjusted leverage over 6x. This would likely occur if we no longer believed the company would achieve at least half of its outlined cost synergies in the first year following the acquisitions or if the company pursued other acquisitions or meaningful development opportunities that resulted in increased leverage. Although less likely, leverage sustained above 6x could also occur if the company underperformed our 2019 EBITDA forecast by about 10%. "Higher ratings are unlikely given our forecast for adjusted leverage to be in the high-5x area in 2018 and the low to mid-5x area in 2018, which provides only a modest cushion relative to our 6x downgrade threshold. Nevertheless, we could raise the rating if we believed Eldorado will sustain adjusted leverage under 5x. Prior to raising the rating, we would need to be confident that any potential future acquisitions or investment spending would be completed in a manner such that Eldorado would not materially breach that 5x leverage threshold." EMERALD GRANDE: La Quinta Seeks Revision of 2nd Plan Outline ------------------------------------------------------------ La Quinta Franchising LLC filed an objection to Debtor Emerald Grande, LLC's disclosure statement to accompany its plan of liquidation dated March 9, 2018. La Quinta files the objection because the Second Disclosure Statement, like the First Disclosure Statement, fails to provide adequate information to creditors. Specifically, the Second Disclosure Statement fails to provide adequate information concerning the following issues: * the sale of the Debtor's hotel assets; * the potential purchaser for the Debtor's hotel assets; * the timeline of any potential sale; * the terms of any potential sale, including the purchase price; * the financial wherewithal and other qualities of any potential purchaser; * the funds that will be used to pay La Quinta's cure costs or claim; * when the Effective Date of the Plan will occur; * whether the net proceeds from the sale of the Debtor's hotel assets will be sufficient to cover La Quinta's claim and the claims asserted by Carter Bank; * the feasibility of the Second Plan; and * whether the potential purchaser will meet La Quinta's standards under the Franchise Agreements. The Second Disclosure Statement must be revised to provide adequate information about each of these issues. Moreover, the Second Disclosure Statement and the Second Plan are premature given that the Debtor's sale process is no further developed than it was when the Debtor filed the First Disclosure Statement and the First Plan. The lack of adequate information in the Second Disclosure Statement, the ambiguities concerning the treatment of La Quinta’s claims, and the fact that the Debtor still has not identified a potential purchaser or purchasers for the sales whose approval is a condition precedent to the Effective Date of the Second Plan demonstrate that the Second Disclosure Statement and the Second Plan are premature. Finally, La Quinta objects to the extent that the Debtor seeks to assume and assign the Franchise Agreements absent La Quinta’s consent. The Troubled Company Reporter previously reported that all Class 5 Allowed General Unsecured Claims under the liquidation plan will be paid pro rata, to the extent that there is any cash remaining after payment of all priority claims in the Case. Estimated recovery for this class is unknown. A full-text copy of La Quinta's Objection is available at: http://bankrupt.com/misc/wvnb1-17-00021-352.pdf Counsel for La Quinta Franchising: W. Va. State Bar No. 4650 PULLIN, FOWLER, FLANAGAN, BROWN & POE, PLLC 600 Neville Street, Suite 201 Beckley, West Virginia 25801 Tel: (304) 254-9300 Fax: (304)255-5519 Email: cmcculloch@pffwv.com -and- Gregory G. Hesse Tex. State Bar No. 09549419 HUNTON & WILLIAMS LLP 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Tel: (214) 979-3000 Fax: (214) 880-0011 Email: ghesse@hunton.com ncollins@hunton.com -and- Shannon E. Daily Va. State Bar No. 79334 HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Tel: (804) 788-8200 Fax: (804) 788-8218 Email: sdaily@hunton.com About Emerald Grande Emerald Grande, LLC, owns and operates two hotel properties, the La Quinta Inn and Suites adjacent to the Elkview Crossings Shopping Mall, in Elkview, West Virginia; and the La Quinta Inn and Suites adjacent to the Merchants Walk Shopping Mall, in Summersville, West Virginia. It also owns a real estate development in Charleston (Kanawha City), West Virginia. Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00021) on Jan. 11, 2017. The petition was signed by William A. Abruzzino, managing member. The case is assigned to Judge Patrick M. Flatley. The Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. The Debtor is represented by Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC. The Debtor employs Woomer, Nistendirk & Associates PLLC as accountant; and Realcorp, LLC as broker, with Jon Cavendish serving as the listing agent, to market and sell its property in Kanawha County, West Virginia. No official committee of unsecured creditors has been appointed. FALLBROOK TECHNOLOGIES: Seeks to Hire Valuation Service Provider ---------------------------------------------------------------- Fallbrook Technologies, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Cabrillo Advisors, Inc., as valuation service provider to the Debtors. Fallbrook Technologies requires Cabrillo to: a. provide an independent opinion regarding the Fair Market Value of the Debtors' proforma debt and equity in support of its calculation of creditor recoveries; b. provide a valuation of the Debtors' economic interest in Fallbrook Intellectual Property Company, LLC in a hypothetical liquidation under chapter 7 of the Bankruptcy Code; and c. provide a written Report regarding the above analyses by April 9, 2018. Cabrillo will be paid as follows: i. Flat Fee. A flat fee of $25,440 (the "Flat Fee") for the Valuation Services, payable upon completion of the Report and Court approval of the Agreement. ii. Expenses and Payments. Under the terms of the Agreement, the Debtors have agreed to reimburse Cabrillo for its reasonable and out-of-pocket expenses (the "Expense Reimbursement"), including, but not limited to, expenses of Cabrillo's external legal counsel, resulting from or arising out of Cabrillo's performance of services under the Agreement. If the Debtors request additional services related to the Valuation Services, such as providing testimony, that are rendered after the issuance of the final Report, the Firm will be paid at these hourly rates: Managing Director $500 Senior Director $450 Director $400 Manager $350 Associate $250 Analyst $175 Dean Colvin, managing director of Cabrillo Advisors, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cabrillo can be reached at: Dean Colvin CABRILLO ADVISORS, INC. 8895 Towne Center Drive, Suite 105-619 San Diego, CA 92122 Tel: (858) 452-9500 Fax: (858) 630-2867 About Fallbrook Technologies, Inc. Fallbrook Technologies -- http://www.fallbrooktech.com/-- is the inventor of the revolutionary NuVinci [(R)] continuously variable planetary (CVP) technology, which enables performance and efficiency improvements for machines that use an engine, pump, motor, or geared transmission system -- including urban mobility vehicles, cars and trucks, industrial equipment, and many other applications. Fallbrook has a unique collective development model and community through which NuVinci technology licensees share enhancements, which adds to the value of the technology and accelerates product development. This approach enables forward-looking companies, who wish to create visionary new products with NuVinci technology, to move quickly from concept to market commercialization. Fallbrook is based in Cedar Park near Austin, Texas, USA and holds rights to over 800 patents and patent applications worldwide. Fallbrook Technologies filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10384) together with its affiliates Fallbrook Technologies International Co. (Bankr. D. Del. Case No. 18-10385); Hodyon, Inc. (Bankr. D. Del. Case No. 18-10386) and Hodyon Finance, Inc. (Bankr. D. Del. Case no. 18-10387) on Feb. 26, 2018. In the petitions signed by CRO Roy Messing, lead debtor Fallbrook Technologies indicated $50 million to $100 million in total assets and $100 million to $500 million in total liabilities. The cases are assigned to the Judge Mary F. Walrath. Jordan A. Wishnew, Esq. at SHEARMAN & STERLING LLP is the Debtors' general counsel; and Betsy L. Feldman, Esq. at YOUNG CONAWAY STARGATT & TAYLOR, LLP, is the local counsel. FC GLOBAL: Fails to Comply with Nasdaq Listing Requirements ----------------------------------------------------------- FC Global Realty Incorporated received on April 10, 2018 written notification from The NASDAQ Stock Market LLC that the Company's stockholder equity reported on its Form 10-K for the period ended Dec. 31, 2017 had fallen below the minimum requirement of $2.5 million, and that as of April 9, 2018 the Company does not meet the alternatives of market value of listed securities or net income from continuing operations. The Company is therefore not in compliance with the requirements for continued listing on the NASDAQ Capital Market under NASDAQ Marketplace Rule 5550(b)(1). The Notice provides the Company with a period of 45 calendar days, or until May 25, 2018, to submit a plan to regain compliance with the listing rules. If the Company's plan is accepted, NASDAQ may grant an extension of up to 180 days from the date of the Notice in which to regain compliance. If the Company does not regain compliance, or if the plan is not accepted by NASDAQ, the Company expects that NASDAQ would provide notice that its securities are subject to delisting from the NASDAQ Capital Market. About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) re-incorporated in Nevada on Dec. 30, 2010, originally formed in Delaware in 1980, is a real estate investment company holding or in the process of acquiring investments in a variety of current and future real estate projects, including residential developments, hotels and resort communities and commercial properties including gas station sites. The company is headquartered in New York. FC Global Realty reported a net loss attributable to the Company of $18.80 million for the year ended Dec. 31, 2017, compared to a net loss attributable to the Company of $13.26 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, FC Global had $6.33 million in total assets, $9.15 million in total liabilities, $87,000 in redeemable convertible preferred stock, and a total stockholders' deficit of $2.89 million. The report from the Company's independent accounting firm Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred net losses for each of the years ended Dec. 31, 2017 and 2016 and has not yet generated any revenues from real estate activities. As of Dec. 31, 2017, there is an accumulated deficit of $134,445,000. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FRONTERA GENERATION: S&P Gives Prelim BB Rating on New $710MM Loans ------------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB' issue-level ratings to Frontera Generation Holdings LLC's $675 million senior secured term loan B due in 2025 and $35 million revolving credit facility due in 2023. At the same time, S&P assigned a '1' recovery rating to the senior secured facilities, indicating very high recovery (90%-100%; rounded estimate: 95%) in the event of a default. The rating outlook is stable. Frontera is a 526-MW gas-fired combined cycle generation plant in Mission, Texas. Frontera is the only U.S. power plant that sells all its power into Mexico, via a 230-kilovolt (kv) transmission line. As such, Frontera enjoys a significant competitive advantage but also has exposure to unique risks. S&P said, "The stable outlook reflects our view that the project will continue to operate at capacity factors above 90%, with spark spreads in the mid-$20/MWh range and minimum DSCRs of at least 1.7x. We expect the project to deleverage materially via a cash flow sweep beginning at 100% at issuance. "We could consider a negative rating action if the project fails to meaningful sweep cash to deleverage. This could stem from lower-than-expected spark spreads in the Mexican market, lower-than-expected demand, or prolonged operational outages. Additionally, we could lower the rating if the downside resilience falls below its current assessment or the minimum DSCR falls below 1.5x in any year. "While unlikely at this time, we could raise the rating if spark spreads materially increase in Mexico, such that minimum DSCRs exceed 2x in all years. This would likely require stronger-than-expected load growth, and higher spark spreads and market capacity prices." FURNITURE FACTORY: May Continue Using Cash Collateral Until May 31 ------------------------------------------------------------------ Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western District of Washington has entered an agreed order authorizing Furniture Factory Direct, Inc. to use cash collateral to continue to operate its business until May 31, 2018 in accordance with the budget. The Debtor will note a hearing on extension of the Cash Collateral Order, if necessary, to be conducted on May 24, 2018 at 9:00 a.m. The Debtor is authorized to make expenditures in excess of the stated budget up to a cumulative variance of 15% to allow for normal variations in income and expenses. The approved April 2018 Budget shows total expenses of approximately $30,800. No expenses in excess of such cumulative variation will be paid without the consent of Bank of America or further Order of the Court. The Debtor will make rent payments to Landlords for the following leasehold by the 10th of each month subject to pending outcome on Debtor's Motions to Reject Lease: $26,302 to Bellevue Store; $43,000 to Tukwila Store at Strander Blvd.; $25,359.86 to Tukwila Store at Southcenter Parkway; $33488.54 to Lakewood Store; $45,398.59 to Lacy Store; $26,302 to Everett Store; and $64,733.77 to Fife Warehouse. Likewise, by the 10th day of each month, the Debtor will make payments to Bank of America in the amount of $3,500 as adequate protection of Bank of America's interest in estate assets. Bank of America is granted a replacement lien in the Debtor's postpetition assets (including the cash collateral) of the same kind, type, and nature as the prepetition collateral that are acquired after the Petition Date and in the same priority, relative to other liens (if any), Bank of America held on a prepetition basis. Said replacement lien will be in the same priority, validity and enforceability as any prepetition lien securing the claim of Bank of America in the same type of assets. Bank of America will retain its rights under 11 U.S.C. Section 507(b) to the extent of any diminution in value ultimately due to the Debtor's use of cash collateral not otherwise protected by the replacement lien granted to Bank of America. As additional adequate protection to Bank of America, the Debtor will: (a) continue to maintain adequate insurance on its assets; (b) provide weekly reports to Bank of America of activity and balances of the Debtor's operating accounts no longer maintained at Bank of America, including weekly deposits, weekly disbursements, and weekly cash balances; and (c) timely provide monthly reports as required by the United States Trustee. A full-text copy of the Agreed Order is available at http://bankrupt.com/misc/wawb18-40718-134.pdf About Furniture Factory Direct Furniture Factory Direct, Inc., is a furniture retail business known as Furniture Factory Direct. It has six retail locations as well as a warehouse facility located in Fife Washington. Furniture Factory Direct filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-40718) on March 5, 2018. The Debtor is represented by Masafumi Iwama, Esq., S. Lamont Bossard, Jr., Esq., and Mark C. McClure, Esq., at Iwama Law Firm, in Kent, Washington. GADFLY ENTERPRISES: Hires Mobile Accounting as Accountant --------------------------------------------------------- Gadfly Enterprises Inc. has filed an amended application with the U.S. Bankruptcy Court for the District of Maryland seeking approval to hire Mobile Accounting USA as its accountant. Gadfly Enterprises requires Mobile Accounting to: a. prepare tax returns, including its annual income tax returns; b. assist the Debtor in other accounting matters; c. prepare and file quarterly payroll tax returns, Maryland unemployment returns, Federal unemployment annual returns; d. prepare and file W-2s for employees and 1099's for Vendors, reconciliation of bank accounts; e. assist with operation of QuickBooks; f. assist with processing payroll; and g. provide other accounting services. The Debtor will be paid at the monthly rate of $500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dale Martin, partner of Mobile Accounting USA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mobile Accounting can be reached through: Dale E. Martin Mobile Accounting USA 1 Research Court, Suite 450 Rockville, MD 20850 Tel: (888) 816-1040 E-mail: info@mobileaccountingusa.com About Gadfly Enterprises Gadfly Enterprises Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-10270) on Jan. 8, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of $1,000,001 to $10 million. Judge Lori S. Simpson presides over the case. Cohen Baldinger & Greenfeld, LLC, is the Debtor's bankruptcy counsel. GOLDEN STATE: Trustee Not Allowed to Amend Expert Report -------------------------------------------------------- John Akard, Jr., Chapter 11 Trustee, filed the adversary proceeding captioned JOHN AKARD, JR., TRUSTEE, Plaintiff(s), v. JASON LANE, Defendant(s), Adversary No. 16-03109 (Bankr. S.D. Tex.) seeking to avoid certain payments made by Golden State Holdings, Inc. to Jason Lane. The trustee filed an expert report in support of his position, but it was stricken. The parties filed briefs regarding whether the report could be amended. Bankruptcy Judge Marvin Isgur has determined that the Trustee may not amend his report. However, a continuance is granted to allow the Trustee to file a new expert report, subject to the Trustee's advance cash payment of Lane's reasonable attorney's fees and expenses incurred by reason of the stricken expert report. The report of the Trustee's expert, Jerry Holt, was stricken during the Dec. 18, 2017 hearing because it failed to explain why Holt had characterized as liabilities, rather than revenue, certain large, unidentified deposits made to the bank account of Golden State. Holt's report failed to meet the Rule 26(a)(2)(B) requirement that expert reports include the "basis and reasons" for the expert's opinions or conclusions. Furthermore, the report failed to include or consider financial information concerning Golden State's alter ego, information that would be necessary for the expert opinion about Golden State's insolvency to be complete and accurate. These defects, among others, compelled the Court to strike the Expert Report of Jerry Holt. Striking material from a judicial record has an annihilative effect. Because the Court struck Jerry Holt's expert report from the record, the Trustee failed to meet the requirement of Rule 26(a)(2)(B) that any expert witness retained expressly for trial disclose a report as prescribed by that rule. For the same reason, the Trustee is incapable of amending or supplementing Holt's stricken expert report, as it no longer exists for the purposes of the record in this case. Should the Court permit the Trustee to untimely file a compliant Rule 26(a) expert report, it is unlikely that such a report would contain much, if any, information that would constitute an unfair surprise to Lane. However, if Holt were permitted to prepare a new report, it would necessarily contain, among other things, some new information explaining Holt's characterization of the unidentified deposits and considering the financial information of the Debtor's alter ego in order to overcome its previous defects. Moreover, the discovery period would have to be reopened in order for the Trustee to acquire the necessary information and prepare the new expert report. As such, allowing the Trustee to late file a new expert report would prejudice Lane. The prejudice to Lane would be curable if a continuance were granted allowing both parties to conduct and prepare whatever further discovery and rebuttal testimony the case requires. Lane argues he would be prejudiced because he would be "forced to conduct more discovery and prepare additional rebuttal by his expert" "on the eve of trial." Yet, at this point, no date has been set for either a summary judgment hearing or trial. Lane cannot base the prejudice he alleges on the imminence of a trial that is not yet scheduled. Moreover, the Fifth Circuit has repeatedly explained that "continuance is the 'preferred means of dealing with a party's attempt to designate a witness out of time . . . ." Therefore, since this delay is not occurring on the eve of trial, and since a continuance would afford Lane the time necessary to rebut the new expert report, this factor weighs in favor of the Trustee's right to file a new report. Based on the foregoing analysis, the Court finds that the Trustee's violation of Rule 26(a)(2)(B) was neither substantially justified nor harmless, and therefore is an appropriate case for sanctions under Rule 37(c). However, considering that any prejudice to Lane is curable and that the expert testimony in question is critical to at least some of the Trustee's claims, the Court is prepared to grant a continuance, in this case, to allow the Trustee to file a new expert report. This continuance is conditioned on the Trustee's payment of Lane's reasonable expenses and attorneys' fees associated with the protracted discovery process made necessary by the Trustee's failure to meet the requirements of Rule 26(a)(2)(B). A full-text copy of Judge Isgur's Memorandum Opinion dated March 20, 2018 is available at https://is.gd/76ZX12 from Leagle.com. John Akard, Jr., Trustee, Plaintiff, represented by John Akard, Jr., John Akard Jr. P.C., Mynde Shaune Eisen, Attorney at Law & Jeremy R. Stone, The Butch Boyd Law Firm. Jason Lane, Defendant, represented by Michael C. O'Connor, O'Connor & Craig PC & Jeremy R. Stone, The Butch Boyd Law Firm. GMB 401K Trust & Jackpine Intl LLC, Intervenors, represented by Michael C. O'Connor, O'Connor & Craig PC. GMB 401K Trust & Jackpine Intl LLC, Counter-Defendants, represented by Michael C. O'Connor, O'Connor & Craig PC. Golden State Holdings, Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 14-36650) on Dec. 1, 2014, and is represented by Alex Olmedo Acosta, Esq. of Acosta Law, P.C. GRANDSPARENTS.COM INC: Trustee Hires Cimo as Special Counsel ------------------------------------------------------------ Joshua Rizack, the Ch. 11 Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Cimo Mazer Mark, PLLC, as special litigation counsel to the Liquidating Trustee. The Liquidating Trustee requires Cimo to assist him with due diligence, investigation, analysis, and to the extent appropriate, pursuit of the following litigation claims: (i) director and officer liability claims (the "D&O Claims"); (ii) professional liability claims (the "Professional Liability Claims"); (iii) insurance litigation claims; and (iv) Chapter 5 avoidance claims against directors, officers, and/or professionals of the Debtors in respect of or related to the D&O Claims and Professional Liability Claims. Cimo will be paid a graduated contingency fee based on gross recoveries, as follows: Phase of Litigation Percentage Pre-suit 27.5% Post-suit/pre- 33.5% start of trial Post-start of trial 38.5% David C. Cimo, shareholder of Cimo Mazer Mark, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cimo can be reached at: David C. Cimo, Esq. CIMO MAZER MARK, PLLC One Southeast Third Avenue, Suite 2900 Miami, FL 33131 About Grandparents.com, Inc. New York-based Grandparents.com, Inc., is a family-oriented social media company that through its Web site -- http://www.grandparents.com/-- serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. Grandparents.com, Inc., and Grand Cards LLC filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704, respectively) on April 14, 2017. The petitions were signed by Joshua Rizack, chief restructuring officer, The Rising Group Consulting, Inc. The Hon. Laurel M. Isicoff presides over the cases. The Debtors disclosed combined assets of $1 million and combined liabilities of $24.9 million. The Debtors tapped Steven R. Wirth, Esq., and Eyal Berger, Esq., at Akerman LLP, as bankruptcy counsel. They have also tapped Genovese Joblove & Battista, P.A., as special litigation counsel and conflicts counsel, and EisnerAmper LLP as accountants and financial advisor. Joshua Rizack, the Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates, hired Akerman LLP, as counsel; Cimo Mazer Mark, PLLC, as special litigation counsel. GRANDSPARENTS.COM INC: Trustee Hires Cimo as Special Counsel ------------------------------------------------------------ Joshua Rizack, the Ch. 11 Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Cimo Mazer Mark, PLLC, as special litigation counsel to the Liquidating Trustee. The Liquidating Trustee requires Cimo to assist him with due diligence, investigation, analysis, and to the extent appropriate, pursuit of the following litigation claims: (i) director and officer liability claims (the "D&O Claims"); (ii) professional liability claims (the "Professional Liability Claims"); (iii) insurance litigation claims; and (iv) Chapter 5 avoidance claims against directors, officers, and/or professionals of the Debtors in respect of or related to the D&O Claims and Professional Liability Claims. Cimo will be paid a graduated contingency fee based on gross recoveries, as follows: Phase of Litigation Percentage Pre-suit 27.5% Post-suit/pre- 33.5% start of trial Post-start of trial 38.5% David C. Cimo, shareholder of Cimo Mazer Mark, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cimo can be reached at: David C. Cimo, Esq. CIMO MAZER MARK, PLLC One Southeast Third Avenue, Suite 2900 Miami, FL 33131 About Grandparents.com, Inc. New York-based Grandparents.com, Inc., is a family-oriented social media company that through its Web site -- http://www.grandparents.com/-- serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. Grandparents.com, Inc., and Grand Cards LLC filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704, respectively) on April 14, 2017. The petitions were signed by Joshua Rizack, chief restructuring officer, The Rising Group Consulting, Inc. The Hon. Laurel M. Isicoff presides over the cases. The Debtors disclosed combined assets of $1 million and combined liabilities of $24.9 million. The Debtors tapped Steven R. Wirth, Esq., and Eyal Berger, Esq., at Akerman LLP, as bankruptcy counsel. They have also tapped Genovese Joblove & Battista, P.A., as special litigation counsel and conflicts counsel, and EisnerAmper LLP as accountants and financial advisor. Joshua Rizack, the Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates, hired Akerman LLP, as counsel; Cimo Mazer Mark, PLLC, as special litigation counsel. GUITAR CENTER: S&P Cuts CCR to SD on Completed Debt Exchange Offer ------------------------------------------------------------------ Westlake Village, Calif.-based Guitar Center Inc. has completed its debt exchange offer whereby a substantial majority of holders of its 9.625% senior unsecured notes due 2020 exchanged the debt for new 5% cash/8% pay-in-kind (PIK) unsecured notes due 2022 and warrants. S&P Global Ratings is thus lowering its corporate credit rating on operating subsidiary and borrower, Guitar Center Inc. to 'SD' from 'CC'. S&P said, "At the same time, we lowered our issue-level rating on the company's 9.625% senior unsecured notes due 2020 to 'D' from 'C'. We expect to withdraw the issue-level rating upon final confirmation of repayment." The downgrade follows Guitar Center's announcement that it has completed the exchange offer for the $325 million 9.625% senior unsecured notes due April 2020. The company has exchanged the tendered debt for new $318 million (5% cash, 8% PIK) senior unsecured notes due 2022 and new warrants to purchase shares of Guitar Center Holdings' common stock at par value $0.01 per share. S&P views the exchange offer as distressed and tantamount to a selective default because the PIK feature and maturity extension constitutes less than the original promise on the notes. HAGGEN HOLDINGS: Committee and Comvest Dispute Can't be Mediated ---------------------------------------------------------------- Chief Magistrate Judge Mary Pat Thynge recommends that the matter captioned OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF HH LIQUIDATION, LLC, et al., Appellants, v. COMVEST GROUP HOLDINGS, LLC, et al., Appellees, C. A. No. 18-204-RGA (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the Court. After conducting an initial review, the Court holds that the issues involved in the case are not amenable to mediation and mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources nor warrant the expense of the process. A copy of the Court's Recommendation dated March 20, 2018 is available at https://is.gd/tTbhb7 from Leagle.com. Official Committee of Unsecured Creditors of HH Liquidation, LLC, et al, Appellant, represented by Bradford J. Sandler -- bsandler@pszjlaw.com -- Pachulski, Stang, Ziehl & Jones, LLP & Colin R. Robinson -- crobinson@pszjlaw.com -- Pachulski, Stang, Ziehl & Jones, LLP. Comvest Group Holdings, LLC, Comvest Investment Partners III, L.P., Comvest Investment Partners IV, L.P., Comvest Haggen Holdings III, LLC, Comvest Haggen Holdings IV, LLC, Comvest Advisors, LLC, Haggen Property Holdings, LLC, Haggen Property South, LLC, Haggen Property North, LLC, Haggen Property Holdings II, LLC, Haggen SLB, LLC, John Caple, Cecilio Rodriguez, Michael Niegsch, John Clougher, Blake Barnett, William Shaner & Derrick Anderson, Appellees, represented by Kevin J. Mangan -- kevin.mangan@wbd-us.com -- Womble Bond Dickinson (US) LLP. About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. Giuliano, Miller & Company, LLC, serves as tax advisors to the Committee. * * * Following the sale of core assets, Haggen Holdings LLC changed its name to HH Liquidation, LLC. HAROLD ROSBOTTOM: L. Fox Contingency Fee Contract with Firms Lawful ------------------------------------------------------------------- The Plaintiffs, Wiener, Weiss & Madison, A Professional Law Corporation, and Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (the "Firms") in the case captioned WIENER, WEISS & MADISON, A PROFESSIONAL CORPORATION, ET AL., v. LESLIE B. FOX, Civil Action No. 16-0850 (W.D. La.) filed Partial Motions for Summary Judgment against Defendant, Leslie B. Fox claiming the inapplicability of Louisiana Rules of Professional Conduct 1.5(d)(1) and 1.8(a) as it concerns the contingency fee agreements entered into between the Firms and Fox. In response, Fox filed a Cross-Motion for Partial Summary Judgment. Furthermore, the Firms filed Motions to Strike the Declaration of Charles Wolfram and Dane Ciolino and the Supplemental Declaration of Wolfram. In his amended memorandum ruling, Chief District Judge S. Maurice Hicks, Jr. granted the Firms' Motions for Partial Summary Judgment and denied Fox's Cross-Motion for Partial Summary Judgment. The Firms' Motions to Strike are also granted. The case is an action for breach of a contingency fee contract between the Firms and their former client, Fox. On July 6, 2005, Fox filed for divorce from her husband, Harold Rosbottom, Jr., in the 256th Judicial District Court of Dallas County, Texas. Throughout the Texas Divorce Proceeding, Rosbottom repeatedly disregarded court orders, including orders regarding the disclosure of certain financial information and other data pertaining to his business interests. As a result, on June 9, 2009, the Texas district court orally appointed a receiver to assume control over the community estate. However, within hours of the court's ruling, Rosbottom filed for Chapter 11 bankruptcy in the Western District of Louisiana. Here, Fox contends that Louisiana Rule of Professional Conduct 1.5(d)(1)'s exception to Rule 1.5(c) applies to the present action rendering the contingency fee agreements void and unenforceable as a matter of law. Fox's argument hinges on the Court finding that the bankruptcy proceedings are a "domestic relations matter," within the meaning of Rule 1.5(c). To support this argument, Fox asserts that the bankruptcy proceedings concerned her community property. Furthermore, Fox asserts that the Firms fee was contingent on Fox obtaining a divorce in Texas, and the Firms assisted her in obtaining the divorce. The Court holds that the Firms representation of Fox in the bankruptcy proceeding does not equate to a "domestic relations matter" that would bring the Firms within the ambit of Louisiana Rule of Professional Conduct 1.5(d)(1)'s exception to Rule 1.5(c). Bankruptcy is exclusively a matter of federal law whereas the Domestic Relations Exception "divests federal courts of the power to issue divorce, alimony, and child custody decrees." Thus, divorce, alimony, and child custody issues are exclusively the province of state courts. Fox argues that because her claim in the bankruptcy proceeding concerned community property, the bankruptcy proceeding should be recognized by the Court as a "domestically related matter." However, the Bankruptcy Code distinguishes between a federal bankruptcy proceeding, commenced by filing a petition in bankruptcy court under Chapter 11 of the United States Code, and a state-court "domestic relations matter." Therefore, when one spouse files for bankruptcy, "[a]ll interests of the debtor and the debtor's spouse in community property as of the commencement of the case" become assets of the bankruptcy estate, subject to the claims of the creditors under the Bankruptcy Code. However, "domestic relations matters," i.e., divorce, alimony, and custody, remain the exclusive purview of the state courts and can proceed. In the present case, although the bankruptcy court obtained jurisdiction over Rosbottom and Fox's community property assets, the bankruptcy court did not, thereby, become a "domestic relations court" and lacked jurisdiction over the parties' divorce, support, or custody issues. Fox also argues that the contingency fee agreements with the Firms are unlawful as a matter of law because the agreements violate Louisiana Rule of Professional Conduct 1.8(a) prohibition of attorneys entering into "business transactions" with clients unless certain procedures are followed. First, Fox argues that the contingency fee agreements were a "business transaction." Next, Fox asserts that because the Firms entered into a "business transaction" with Fox, the Firms violated Rule 1.8(a) by not advising Fox to seek independent counsel. Lastly, Fox argues that the Firms failed to adequately explain to Fox the terms or potential ramifications of the proposed contingency fee arrangement. The Firms argue that the contingency fee agreements comply with Louisiana Rule of Professional Conduct 1.5(c) and the agreement does not result in the Firms entering into a "business transaction" with a client, which would have required the Firms to follow Rule 1.8(a). Fox cites to an ABA opinion that discusses whether a client issuing an attorney stock in return for his services constitutes a "business transaction" and attempts to equate that opinion to the present situation. The Court is unpersuaded. When an attorney agrees to render services in return for stock in a corporation, that client is conveying a present interest that will vest presently or once the company is formed. In the present case, it was uncertain as to whether the Firms would receive any distributions from the bankruptcy estate. Furthermore, Fox has failed to cite to any cases that are similar to the present action. A full-text copy of Judge Hicks' Amended Memorandum Ruling dated March 20, 2018 is available at https://is.gd/EXjXox from Leagle.com. Wiener Weiss & Madison A Professional Corp & Kantrow Spaht Weaver & Blitzer, Plaintiffs, represented by Herschel E. Richard, Jr. -- herschel.richard@cookyancey.com -- Cook Yancey et al, David Jonathan Hemken -- david.hemken@cookyancey.com -- Cook Yancey et al & John Tucker Kalmbach -- john.kalmbach@cookyancey.com -- Cook Yancey et al. Leslie B Fox, Defendant, represented by Patrick Michael Shelby, Kelly Hart Pitre, Brian E. Crawford , Crawford & Ogg, Chad Arnette -- chad.arnette@kellyhart.com -- Kelly Hart & Hallman, pro hac vice, Hugh G. Connor, II -- hugh.connor@kellyhart.com -- Kelly Hart & Hallman, pro hac vice, Marshall M. Searcy, Jr. , Kelly Hart & Hallman -- marshall.searcy@kellyhart.com -- pro hac vice & Whitney D. Beckworth -- whitney.beckworth@kellyhart.com -- Kelly Hart & Hallman, pro hac vice. Leslie B Fox, Counter Claimant, represented by Patrick Michael Shelby , Kelly Hart Pitre, Brian E. Crawford , Crawford & Ogg, Chad Arnette , Kelly Hart & Hallman, Hugh G. Connor, II , Kelly Hart & Hallman, Marshall M. Searcy, Jr. , Kelly Hart & Hallman & Whitney D. Beckworth , Kelly Hart & Hallman. Kantrow Spaht Weaver & Blitzer & Wiener Weiss & Madison A Professional Corp, Counter Defendants, represented by Herschel E. Richard, Jr., Cook Yancey et al, David Jonathan Hemken, Cook Yancey et al & John Tucker Kalmbach, Cook Yancey et al. About Harold L. Rosbottom Harold L. Rosbottom, Jr., filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 09-11674) on June 9, 2009, estimating its assets at between $1 million and $10 million. The petition was signed by Mr. Rosbottom, Jr. Patrick S. Garrity, Esq., who has an office in Baton Rouge, Louisiana, serves as the Debtor's bankruptcy counsel. HERALD OF HARVEST: Hires Contessa & Associates as Attorney ---------------------------------------------------------- Herald of Harvest Ministries Apostolic Faith, Inc. d/b/a Gospel Light Apostolic Church, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Paul N. Contessa & Associates, LLC, as attorney to the Debtor. Herald of Harvest requires Contessa & Associates to: a. provide legal advice regarding the rights and duties of the Debtor in the continued management and operation of the business; b. provide legal advice and consult related to the legal and administrative requirements of operating in the Chapter 11 proceeding, including to assist with the requirements of the Office of the U.S. Trustee; c. take actions to protect and preserve the Debtor's estate, including reviewing claims filed in the bankruptcy case, coordinate with other professionals to determine the value of assets of the estate, object to and determine the propriety of claims filed against the estate; d. prepare necessary pleadings, applications, motions, answers, orders or other necessary documents; and e. perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of the bankruptcy case. Contessa & Associates will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul N. Contessa, partner of Paul N. Contessa & Associates, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Contessa & Associates can be reached at: Paul N. Contessa, Esq. PAUL N. CONTESSA & ASSOCIATES, LLC 15321 South Dixie Highway, Suite 207 Palmetto Bay, FL 33157 Tel: (305) 251-6221 Fax: (305) 251-9793 E-mail: contessalaw@gmail.com About Herald of Harvest Ministries Apostolic Faith, Inc. Herald of Harvest Ministries Apostolic Faith, Inc. d/b/a Gospel Light Apostolic Church, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-13628) on March 28, 2018, disclosing under $1 million in both assets and liabilities. Paul N. Contessa, Esq., at Paul N. Contessa & Associates, LLC, is the Debtor's counsel. HJH CONSULTING: Taps Rosenblatt Law Firm as Legal Counsel --------------------------------------------------------- The HJH Consulting Group, Inc., and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire The Rosenblatt Law Firm as their legal counsel. The firm will advise the Debtors regarding corporate governance; help the Debtors employ a forensic accountant as an expert witness; and provide general business legal advice. The firm will charge these hourly rates: James Rosenblatt $400 Tiffanie Clausewitz $325 Molly Neck $250 Mary Lisa Mireles $225 Ryan Humble $200 Kristi Duffett $95 Michelle Bradley $95 James Rosenblatt, Esq., a shareholder of Rosenblatt Law Firm, disclosed in a court filing that he has no connections with the Debtors or any of their creditors. The firm can be reached through: James D. Rosenblatt, Esq. The Rosenblatt Law Firm 16719 Huebner Road, Bldg. 1 San Antonio, TX 78248 Tel: 210.562.2900 Fax: 210.562.2929 Email: james@rosenblattlawfirm.com About HJH Consulting Kerrville, Texas-based The HJH Consulting Group, Inc. dba The SALT Group -- http://www.thesaltgroup.com/-- is a consulting firm specializing in operating cost and expense reduction reviews. HJH and its affiliates US Tax Recovery Partners, LLC and B2B Prospecting, LLC filed for Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 18-50788) on April 2, 2018. Each Debtor listed assets of less than $50,000, and liabilities ranging from $10 million to $50 million. The petitions were signed by Harlan J. Hall, CEO. HJH CONSULTING: Taps Willis & Wilkins as Legal Counsel ------------------------------------------------------ The HJH Consulting Group, Inc., and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Willis & Wilkins, LLP as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; take actions to recover their property; assist in the preparation and implementation of a plan of reorganization; and provide other legal services related to their Chapter 11 cases. Willis & Wilkins will charge an hourly fee of $375. The firm has agreed to be paid a retainer in the sum of $17,500. James Wilkins, Esq., at Willis & Wilkins, disclosed in a court filing that he has no connections with the Debtors or any of their creditors. The firm can be reached through: James Samuel Wilkins, Esq. Willis & Wilkins, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 Email: jwilkins@stic.net About HJH Consulting Kerrville, Texas-based The HJH Consulting Group, Inc. d/b/a The SALT Group -- http://www.thesaltgroup.com/-- is a consulting firm specializing in operating cost and expense reduction reviews. HJH and its affiliates US Tax Recovery Partners, LLC and B2B Prospecting, LLC filed for Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 18-50788) on April 2, 2018. In the petitions signed by Harlan J. Hall, CEO, each Debtor listed assets of less than $50,000, and liabilities ranging from $10 million to $50 million. HOTELS OF STAFFORD: Taps KC Cohen as Legal Counsel -------------------------------------------------- Hotels of Stafford, LLP, seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire KC Cohen, Lawyer, PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; pursue legal actions to recover its assets; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Cohen will charge an hourly fee of $350. The firm received payments totaling $11,717, of which $5,182 was used to pay the services it provided prior to the petition date. KC Cohen, Esq., at Cohen, disclosed in a court filing that his firm has no connection with the Debtor that would "constitute a substantial, potential or actual conflict" in its representation of the Debtor. The firm can be reached through: KC Cohen, Esq. KC Cohen, Lawyer, PC 151 N. Delaware St., Suite 1106 Indianapolis, IN 46204-2573 Phone: 317.715.1845 Fax: 636.8686 Email: kc@esoft-legal.com Email: kc@smallbusiness11.com About Hotels of Stafford LLP Hotels of Stafford, LLP, a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), is the fee simple owner of an undeveloped parcel of real estate located in Sugar Land, Texas, having an expert valuation of $1.2 million. Hotels of Stafford sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-02329) on April 2, 2018. In the petition signed by Sanjay Patel, manager, the Debtor disclosed $1.20 million in assets and $1.44 million in liabilities. Judge James M. Carr presides over the case. HOVNANIAN ENTERPRISES: Amends Exchange Offer & Consent Solicitation ------------------------------------------------------------------- Hovnanian Enterprises, Inc.'s wholly-owned subsidiary, K. Hovnanian Enterprises, Inc., has amended certain terms of its previously announced private offer to exchange any and all of the Issuer's $440.0 million outstanding 10.000% Senior Secured Notes due 2022 and $400.0 million outstanding 10.500% Senior Secured Notes due 2024 for the Issuer's newly issued 3.0% Senior Notes due 2047 and concurrent solicitation of consents with respect to the Existing 2022 Notes. The amendment increases the exchange consideration payable to eligible holders that validly tender Existing Notes prior to the Early Tender Deadline or the Expiration Time from $1,250 principal amount to $1,400 principal amount of New Notes for each $1,000 principal amount of Existing Notes validly tendered and accepted in the Exchange Offer, plus accrued and unpaid interest on such Existing Notes, if any, to, but excluding, the applicable settlement date (subject to any deduction for pre-issuance interest on New Notes issued on the final settlement date for the Exchange Offer). The Exchange Offer and Existing 2022 Notes Consent Solicitation remain conditioned upon the conditions set forth in the Confidential Offering Memorandum, dated April 6, 2018, and in the related Letter of Transmittal and Consent and, other than the amendment, the other terms, conditions and applicable dates of the Exchange Offer and Existing 2022 Notes Consent Solicitation remain unchanged. The Exchange Offer will expire at 11:59 p.m., New York City time, on May 3, 2018, unless extended or earlier terminated. In order to receive the Exchange Consideration on the Early Settlement Date, eligible holders must validly tender their Existing Notes prior to 5:00 p.m., New York City time, on April 19, 2018, unless extended. Eligible holders who validly tender their Existing Notes after the Early Tender Deadline but on or prior to the Expiration Time will receive the Exchange Consideration on the Final Settlement Date. Existing Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on April 19, 2018, unless extended, but not thereafter, unless required by applicable law. Assuming that the conditions to the Exchange Offer are satisfied or waived, the Issuer intends for the "Early Settlement Date" to occur promptly after the Early Tender Deadline. It is anticipated that the Early Settlement Date will be the second business day after the Early Tender Deadline. The Issuer reserves the right, in its sole discretion, to designate the Early Settlement Date at any date following the Early Tender Deadline. Assuming that the conditions to the Exchange Offer are satisfied or waived, the "Final Settlement Date" will be promptly after the Expiration Time and is expected to be the business day after the Expiration Time. Global Bondholder Services Corporation is serving as the exchange agent, tabulation agent and information agent for the Exchange Offer and Existing 2022 Notes Consent Solicitation. Any question regarding procedures for tendering Existing Notes and delivering consents in the Existing 2022 Notes Consent Solicitation and requests for copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation by phone at 866-470-4300 (toll free) or 212-430-3774. The Exchange Offer is being made within the United States only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to non-U.S. investors. The New Notes have not been and will not be registered under the Securities Act, or any state securities laws. The New Notes may not be offered or sold within the United States or to U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. On April 13, 2018, Hovnanian made available presentation slides with respect to the amended Exchange Offer and Existing 2022 Notes Consent Solicitation. A copy of the presentation slides is available for free at https://is.gd/C3sP4M About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Matawan, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Jan. 31, 2018, Hovnanian had $1.64 billion in total assets, $2.13 billion in total liabilities and a total stockholders' deficit of $491.18 million. * * * As reported by the TCR on April 10, 2018, S&P Global Ratings lowered its corporate credit rating on Hovnanian Enterprises Inc. to 'CC' from 'CCC+'. The downgrade follows Hovnanian's announcement of a proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes for newly issued 3% senior notes due 2047, a proposed exchange offering that S&P views as a distressed exchange, if completed. In February 2018, Moody's Investors Service upgraded Hovnanian Enterprises, Inc. Corporate Family Rating to "Caa1" from "Caa2" as the company has made strides in reducing its near-to-midterm refinancing risk and Moody's believes that Hovnanian generates sufficient unleveraged free cash flow to cover its interest burden in the next 12-18 months. The TCR reported on April 13, 2018, that Fitch downgraded Hovnanian Enterprises, Inc.'s Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it has offered to exchange any and all of its existing 10% senior secured notes due 2022 and 10.5% senior secured notes due 2024 for new 3% senior secured notes due 2047. HUB INTERNATIONAL: S&P Affirms 'B' Long-Term ICR, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' long-term issuer credit rating on HUB International Ltd. (HUB). The outlook is stable. S&P said, "At the same time, we assigned our 'B' debt rating and '3' recovery rating to the company's proposed senior secured debt, which includes a new $3.05 billion Term Loan B maturing 2025, Canadian C$200 million Term Loan B maturing 2025, $400 million U.S. revolver maturing 2023, and C$130 million Canadian revolver maturing 2023. The '3' recovery rating indicates that we expect meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. We also assigned our 'CCC+' debt rating and '6' recovery rating to the company's proposed senior unsecured debt, which includes a new $1.32 billion senior unsecured note due 2026. The '6' recovery indicates that we expect negligible recovery (0%-10%; rounded estimate: 5%) in the event of a payment default. We also affirmed all debt ratings, which will be discontinued when these issues are retired at the close of the transaction." The affirmation reflects HUB's financial leverage remaining roughly flat and within S&P's expectations on a run-rate basis following the proposed transaction. HUB will use the proceeds of the new debt issuances to refinance its entire capital structure and pay related fees, expenses, and accrued interest. Pro-forma for the new debt issues and full-year 2017 EBITDA including annualized impact of deals closed through launch, leverage is about 7.2x, commensurate with the 7.2x leverage as of year-end (including run-rate impact of deals closed through Dec. 31). The refinancing will provide certain credit enhancements in extending maturities and likely reducing cost of capital. Accordingly, coverage improves slightly to an estimated 2.6x on a run-rate basis under the proposed new capital structure from 2.3x for full-year 2017. HUB continued to perform well in 2017. Revenue grew 13.4% for the year, including 3.8% organic commission and fee revenue growth and robust acquisition growth. S&P adjusted margins remained favorable and showed year over year improvement to 32.2% for full-year 2017, from 31.5% in 2016. The company completed 52 acquisitions in 2017, and 2018 acquisition activity has been off to a strong start with about 25 deals closed year to date. The company funded 2018 year to date acquisitions through revolver borrowings, which it is paying down in conjunction with this refinancing. S&P expects the balance of 2018 acquisitions to be funded through borrowings on the new revolvers ($500 million capacity collectively on the proposed U.S. and Canadian revolvers) and free cash flow generated by the business. S&P said, "The stable outlook reflects our expectation that the company's established presence and acquisition-supported growth strategy will drive sustained earnings and improved cash flow. Over the next year, we project organic revenue growth in the low- to mid-single digits and adjusted EBITDA margins above 30%. We expect HUB's financial profile to remain highly leveraged, with a debt-to-EBITDA ratio of 6.5x-7.5x, a funds from operations-to-debt ratio of 8%-10%, and EBITDA coverage of 2.5x-3x through year-end 2018. "We may lower our ratings within the next 12 months if organic growth or cash-flow generation deteriorates, indicating strained strategic execution. Under this scenario, negative performance trends would result in diminished credit-protection measures with leverage above 8.5x and EBITDA interest coverage under 2x. "We may raise our ratings within the next 12 months if HUB improves its competitive position due to enhanced scale, scope, and diversification relative to peers', or if its financial profile reflects more-conservative and sustainable financial leverage of less than 6.5x and EBITDA coverage of 3x-4x." HUSA INC: Seeks Authority for Continued Cash Collateral Use ----------------------------------------------------------- HUSA, Inc., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of Texas to continue using cash collateral. The Court orally granted the Debtors' request for use of cash collateral on an interim basis on December 5, 2017, on an interim basis on December 11, 2017, by agreed order on a final basis on January 2, 2018. The Debtors are restaurant/pubs, and in order to stay open for business, they must make purchases of foodstuffs and beverages on an almost daily basis. Any delay could cause the Debtors to run out of food and beverage inventory and force them to cease operations. Unless the Debtor granted authority to continue using cash collateral, the existing agreed order will expire on April 2, 2018. The Debtors submit a proposed agreed order for continued use of cash collateral containing these terms and conditions, among others: (a) Integrity Bank, ssb, and US Foods, Inc. announced that they have reached an agreement set forth in the terms of the Agreed Order. (b) US Foods asserts a secured prepetition claim in the approximate amount of $439,092, secured by substantially all of the Debtors' prepetition personal property, a portion in the amount of $48,572.86 of which is further asserted as a claim under the Perishable Agricultural Commodities Act ("PACA"). (c) Integrity Bank has a perfected first lien on the Cash Collateral subject to the determination of (1) the US Foods PACA claim, and (2) the secured interests of the Lender with respect to Bakers St. LaCenterra, LLC. (d) Integrity Bank consents to the Debtors' use of Cash Collateral and the Debtors will be authorized to use Cash Collateral for an interim period as set forth in the attached budget. (e) The Debtors were deemed to have granted to Integrity Bank continuing valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interests in, and replacement liens on, any and all presently owned and hereafter acquired assets of the Debtors and all other assets of the Debtors and their estate, together with the proceeds thereof. But such Adequate Protection Liens will exclude any direct lien on Leases of the Debtor with Starwood Retail Partners LLC and PGIM Real Estate, but do include a lien on the proceeds from any disposition of such Leases. (f) The Adequate Protection Liens on the Integrity Bank's Collateral will have the same priority as the Lender's lien on the Debtors' property as existed on the Petition Date. (g) The Parties agree that the Debtor will establish a cash reserve in the total amount of the US Foods PACA claim ($48,572.86) for the purpose of satisfying the US Foods PACA claim to the extent it is determined to be an allowed claim. There will be no distribution of funds in the Reserve until there is a final determination, either by agreement of the Debtor and US Foods, or by Order of the Court, regarding the allowance of US Foods PACA claim. US Foods is further granted Replacement Liens to the same extent, validity and priority as its prepetition liens on the US Foods Collateral. Counsel for Integrity Bank, SSB: Michael J. Smith, Esq. Chernosky Smith Ressling & Smith, PLLC 4646 Wild Indigo, Suite 110 Houston, TX 77027 Phone: (713) 800-8608 Fax: (713) 622 1026 Email: msmith@csrslaw.com Counsel for US Foods, Inc.: Leslie Allen Bayles, Esq. Aaron Davis, Esq. BRYAN CAVE LLP 161 N. Clark St. Ste. 4300 Chicago, IL 60601 Phone: 312-602-5000 Fax: 312-602-5050 About HUSA, Inc. Based in Houston, Texas, HUSA Management is a privately held corporation owned by Larry Martin and Edgar Carlson. The company portfolio includes brands like Baker St. Pub & Grill, Sherlock's Pub & Grill, Sherlock's Pub, Local Pour, Restless Palate, Big Texas Ice House & Dance Hall and British Beverage Company. With the purchase of Sherlock's Baker St. Pub 1995, HUSA Management Inc. continues to grow. The company is founded in 1995. HUSA Management filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-36535) on Dec. 4, 2017. In the petition signed by Larry Martin, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Marvin Isgur presides over the case. Matthew Brian Probus, Esq., at Wauson Probus, is the Debtor's counsel. Guideboat Advisors, LLC, is the financial investment advisor and asset sale broker. INTERNATIONAL TRADING: Hires Red Hill as Counsel ------------------------------------------------ International Trading Group, LLC, seeks authority from the U.S. Bankruptcy Court for the District of California to employ Red Hill Law Group, as counsel to the Debtor. International Trading requires Red Hill to: a. advise the Debtor with respect to the requirements and provisions of Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines, and other applicable requirements with which may affect the Debtor; b. assist the Debtor in preparing and filing Schedules and Statement of Financial Affairs, complying with and fulfilling U.S. Trustee Compliance requirements, and prepare such other documents as may be required after the commencement of the Chapter 11 case; c. assist the Debtor in the preparation of a Disclosure Statement and formulation of a Chapter 11 Plan of Reorganization; d. conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, applications, motions, complaints, and orders; e. file any motions, applications, or other pleadings appropriate to effectuate the reorganization of Debtor; f. advise the Debtor concerning the rights and remedies of the estate and of the Debtor in regard to adversary proceedings which may be removed to, or initiated in, the Bankruptcy Court; g. represent the Debtor in any proceeding or hearing in the Bankruptcy Court in any action where the rights of the estate or the Debtor may be affected or litigated; and h. perform any and all other legal services necessary to aid in Debtor's reorganization. Red Hill will be paid at these hourly rates: Principals $390 Of Counsels $300 Attorneys $300 Paralegals $90-$240 On February 18, 2018, February 20, 2018 and April 3, 2018, the Debtor paid Red Hill a pre-petition retainer of $15,983, and the $1,717 filing fee. Red Hill will also be reimbursed for reasonable out-of-pocket expenses incurred. Bert Briones, principal of Red Hill Law Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Red Hill can be reached at: Bert Briones, Esq. RED HILL LAW GROUP 38 Corporate Park Irvine, CA 92606 Tel: (714) 733-4455 Fax: (714) 733-4450 E-mail: bb@redhilllawgroup.com About International Trading Group International Trading Group, LLC, based in Newport Beach, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11188) on April 4, 2018. In the petition signed by Julian Del Valle, managing member, the Debtor disclosed $1.52 million in assets and $1.08 million in liabilities. The Hon. Scott C Clarkson presides over the case. Bert Briones, Esq., at Red Hill Law Group, serves as bankruptcy counsel to the Debtor. INTREPID AVIATION: DBRS Gives 'BB' LT Issuer Rating, Trend Stable ----------------------------------------------------------------- DBRS, Inc. assigned ratings to Intrepid Aviation Group Holdings, LLC, including a Long-Term Issuer Rating of BB and a Long-Term Senior Debt rating of BB (low). At the same time, DBRS assigned ratings to the Company's wholly owned subsidiary, Intrepid Finance Co. (IFC), including a Long-Term Issuer Rating of BB and a Long-Term Senior Debt rating of BB (low). The one-notch differential between the Long-Term Issuer Ratings and the Long-Term Senior Debt ratings reflect the substantial encumbrance of the Company's aircraft portfolio as collateral for secured funding. The trend for all ratings is Stable. The Intrinsic Assessment (IA) for the Company is BB, while its Support Assessment is SA3. The Support Assessment for IFC is SA1. KEY RATING CONSIDERATIONS The ratings reflect the Company's acceptable franchise strength, which is anchored by the Company's expertise in its chosen niche market of leasing mostly young, in-demand wide body aircraft on long-term leases to airlines that are predominately flag carriers. Additionally, Intrepid has a solid management team, improving earnings and a well-designed risk management framework that has resulted in solid credit performance to date. The ratings also consider the Company's reliance on secured forms of wholesale funding that result in a high level of asset encumbrance, above-peer balance sheet leverage, as well as a focus on aircraft that tend to be less liquid. Also, limiting the ratings are those constraints that apply broadly to the aircraft leasing industry, including a monoline business with reliance on customers that operate in a cyclical industry, and exposure to residual value risk. The Stable trend reflects DBRS's view that industry fundamentals remain favorable and provide a tail wind for most lessors. Specifically, increased demand for aircraft is being supported by growing passenger volumes and the propensity of airlines to lease aircraft. The Stable trend also factors DBRS's expectations that Intrepid's operating performance will continue to improve with all aircraft now delivered and that the Company will maintain access to capital and liquidity at reasonable costs. RATING DRIVERS Further development of the franchise that includes growth in the aircraft portfolio, as well as the customer base, while maintaining sound credit and asset performance could result in positive pressure. Sustained positive operating leverage and diversification of funding, including lower asset encumbrance would also be viewed positively. A sustained deterioration in earnings, especially from weakening revenues due to compression on lease pricing or a reduction in the aircraft portfolio, could result in potential ratings pressure. Outsized impairments on the aircraft portfolio or a notable increase in leverage could also have negative implications for ratings. RATING RATIONALE Intrepid's well-defined business model is to operate a portfolio of mostly young, technologically advanced in-demand wide body aircraft on long-term leases, which provide stable and long-dated revenues. While Intrepid is smaller than many other global lessors, DBRS notes that Intrepid is one of the few lessors that focuses mostly on wide body aircraft. Indeed, Intrepid's fleet (by units) is 96% comprised of wide body aircraft compared to 14% at the other nine aircraft lessors followed by DBRS. DBRS sees Intrepid as having sound technical and asset management capabilities in wide-body aircraft across both Airbus and Boeing models. From DBRS's perspective, Intrepid's earnings power is developing, but expected to strengthen as the transition of the aircraft portfolio has been completed. For 2017, the Company's net income increased more than 30% year-on-year (YoY) to $38.7 million from $29.7 million in 2016, on strong revenue growth of 25.3%. Results benefited from an increase in aircraft utilization rates, as well as the full year benefit of rental income from two Boeing 777-300ER aircraft acquired in 4Q16, as well as the partial year benefit of three new aircraft acquired during 2017. The improved results benefitted from positive operating leverage with revenue growth significantly outpacing operating expenses growth (up 5.7% YoY), excluding depreciation and settlement income. With all aircraft on lease at the end of 2017, DBRS expects Intrepid's earnings generation to strengthen as 2018 progresses. Revenues in 2017 were predominately from rental income (99.1%) with a very modest amount from gains on sale of aircraft (0.9%). The long-dated nature of the Company's leases on the aircraft affords the Company with consistent and predictable revenue generation and good visibility into near-to-medium term earnings. At year-end 2017, total contracted revenue stood at $2.3 billion, which was approximately 89% of total debt providing a sound base for debt repayment assuming no lessee credit events. Intrepid's risk profile is acceptable, underpinned by a solid risk management system and technical capabilities. Although modest in size, the Company's fleet of young, in-demand aircraft that have long-term attached leases is a positive for the risk profile. Intrepid's risk profile also benefits from the absence of a new aircraft order book, as well as minimal aircraft placement risk over the near term with only one lease maturity prior to 2022. However, given the smaller fleet size and niche focus on wide body aircraft, the Company's portfolio is more concentrated by customer, geography and aircraft type than many of its peers. Intrepid's funding profile is reasonably diversified with modest maturities over the next couple of years. However, the reliance on secured forms of funding is a constraint on the ratings. Ahead of acquiring a new aircraft, Intrepid obtains funding from its deep bank lending group of 34 lenders that is generally secured by the aircraft with a duration that matches the length of the attached lease. To date, Intrepid has accessed funding through the commercial bank market, export-credit agency sponsored financing and the unsecured debt markets. At December 31, 2017, outstanding debt totaled $2.6 billion, of which 80% was comprised of secured financing, which per DBRS methodology is consistent with the current rating. DBRS views Intrepid's capitalization as passable given that the aircraft portfolio is comprised of young aircraft with strong contracted lease revenue. At December 31, 2017, the Company's TCE ratio was 18.0%, which is in the "Moderate" range for leasing companies under DBRS's methodology. J&S AUTO: Has Authorization to Use Cash Collateral Until May 1 -------------------------------------------------------------- The Hon. Melvin S. Hoffman the U.S. Bankruptcy Court for the District of Massachusetts authorized J&S Auto Inc. to use cash collateral through May 1, 2018 under the same terms and conditions as previously ordered. The Debtor is required to file and serve a proposed form of order in ECF as a supplemental document and submit a copy in Word format to msh@mab.uscourts.gov forthwith. A final hearing will be held on May 1, 2018, at 10:00 a.m. About J&S Auto Inc. Based in Revere, Massachusetts, J&S Auto Inc. filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-13911) on Oct. 20, 2017. In the petition signed by Sami Morsy, the Company's president, the Debtor estimated $50,001 to $100,000 in assets, and $100,001 to $500,000 in liabilities. The Debtor's counsel is George J. Nader, Esq., at Riley & Dever, P.C. LB VENTURES: No Longer Needs Access to Cash Collateral ------------------------------------------------------ Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has entered an order affirming LB Ventures, LLC's Motion for Use of Cash Collateral as deemed withdrawn. Counsel to the Debtor reported on the record that in light of the sale of the property, cash collateral is no longer needed. A copy of the Order is available at http://bankrupt.com/misc/mab17-10084-200.pdf About LB Ventures LB Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-10084) on Jan. 10, 2017. Luis M. Barros, its manager, signed the petition. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Joan N. Feeney presides over the case. Parker & Associates is the Debtor's bankruptcy counsel. On July 6, 2017, the Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement. LSB INDUSTRIES: S&P Affirms 'CCC' CCR & Alters Outlook to Positive ------------------------------------------------------------------ S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City, Oklahoma-based LSB Industries Inc. and revised the outlook to positive from negative. S&P said, "We also assigned a 'CCC' issue-level rating and '4' recovery rating to the company's proposed new $400 million senior secured notes due 2023. The '4' recovery rating indicates expectations for average (30%-50%; rounded estimate: 40%) recovery in the event of a default. "We are also affirming the 'CCC' issue-level rating on the company's $375 million 7.75% senior secured notes due 2019. The '4' recovery rating on this debt indicates our expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a default. We will withdraw the ratings on these notes once they have been fully refinanced." The outlook revision reflects the improvement in LSB's overall operations for 2017 and the first quarter of 2018 and its announced refinancing of its existing $375 million senior secured notes due August 2019. S&P said, "If the refinancing is successful, we would look to review the company for a one-notch upgrade to reflect the extension in debt maturities. Although the company's operating results have improved over the past few quarters, it continues to experience operational issues at both its El Dorado and Pryor plants, and in our view leverage metrics will continue to be at unsustainable levels for the next year. Given the company's track record, we believe unexpected operational issues are possible, which could have a significant impact on profitability and liquidity measures over the next 12 months." S&P said, "The positive outlook reflects our expectation that LSB will continue to improve operating results and address its upcoming 2019 debt maturities. LSB has improved EBITDA and profitability in 2017 well in excess of 2016 levels; however, operational issues have resulted in less improvement than we previously expected. "We could consider a one-notch upgrade in the next month if the company is able to successfully refinance its existing senior secured notes, which would mitigate any near-term refinancing risk. Any upside beyond the successful refinancing could occur within the next year if the company improves leverage, either through management actions or better operating performance, such that debt to EBITDA improves to the single-digit range. Before considering a higher rating, we would need to believe such improvement is sustainable and that the company has addressed its operational issues, allowing it to continue to improve EBITDA. In such a scenario, we would expect the company's liquidity sources to exceed its uses by at least 1.2x. To raise the ratings, we would also need to expect no significant increases to the company's capital spending plans or increased debt to fund further growth or returns to shareholders. "We could consider a negative rating action within the next year if significant operating problems occur at any of the company's facilities or if we don't see the anticipated improvement in 2018 operating performance, which we factor into our base-case assumptions. In this scenario, we envision that liquidity would weaken further. Although we believe LSB has liquidity to fund its interest payments, we see a risk that any significant operational issues over the next few quarters could lead to a skipped interest payment. Additionally, we could consider a lower rating if the company cannot refinance its senior secured notes before they become due in August 2019." MATRIX BROADCASTING: Seeks Authority on Interim Cash Collateral Use ------------------------------------------------------------------- Matrix Broadcasting, LLC and Matrix Broadcasting Holdings, LLC seek authority from the United States Bankruptcy Court Northern District of Texas to use of cash collateral on an interim basis. Under the terms of that certain Credit Agreement, between Matrix, as borrower, Holdings, as guarantor and additional loan party, Atalaya Administrative LLC, as administrative agent, and certain other lenders party thereto, the proceeds of the Term Loan were used to finance Matrix's purchase of the two Stations. The Term Loan is secured by first priority liens on and security interests in substantially all the Debtors' assets, including the Stations. As of the Petition Date, Matrix was current on its obligations under the Term Credit Agreement. As additional credit support for the Term Loan, General Electric Capital Corporation issued an irrevocable standby Letter of Credit, in the amount of $1,452,000 originally for the account of Digity but now for the account of Alpha in favor of Atalaya. Under the terms of the Term Credit Agreement, Atalaya may draw the Letter of Credit upon the occurrence of an event of default or under certain other enumerated conditions. The Term Loan accrues cash interest at a rate equal to LIBOR+7.00% per annum, plus an additional 2.50% per annum in payment in kind interest, and has been paid current through the Petition Date. As of the Petition Date, the outstanding balance due under the Term Loan was approximately $4,020,000, which may be reduced to approximately $2,568,000 if the Letter of Credit is drawn. While the Debtors have cash and accounts on hand as of the Petition Date and will continue to generate cash and accounts during the case from their normal business operations, but the Debtors believe that Atalaya claims an interest in various types of the Debtors' property that would constitute cash collateral, including revenue derived from the operation of the Debtors' business and the proceeds of receivables and other collateral. The Debtors assume that Atalaya has a colorable claim to rights in the Debtors' cash collateral. Atalaya asserts a perfected security interest in cash collateral, among other assets of the Debtors. The Debtors believe Atalaya is fully protected both by its asserted security interests in the Debtors' assets, including the Stations, and by the additional cash collateral it holds in the form of the $1.452 million Letter of Credit. Nevertheless, to provide Atalaya with adequate protection for the Debtors' use of cash collateral, to the extent of any diminution in the value of Atalaya's interest in the cash collateral, the Debtors propose to provide Atalaya with: (a) replacement liens and security interest in all collateral acquired by the Debtors after the Petition Date (excluding chapter 5 causes of action) in the same nature, extent, priority, and validity that Atalaya's liens had on the Petition Date; and (b) a superpriority administrative expense claim as permitted under Section 507(b) to the extent such replacement liens are insufficient to provide adequate protection against the diminution, if any, in value of Atalaya's interest in any collateral resulting from the use of Cash Collateral. As of the Petition Date, the Debtors had not yet conferred with Atalaya regarding the use of Cash Collateral on an interim basis on the terms set forth in the proposed Interim Order. While the Debtors plan to do so prior to the Interim Hearing, the Debtors assume that Atalaya may oppose Debtor's use of cash collateral. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/txnb18-31045-8.pdf About Matrix Broadcasting Matrix Broadcasting, LLC owns and operates two radio stations, WZSR (105.5 FM, "The Star") and WFXF (103.9 FM, "The Fox"). The Stations are operated from Matrix's studios in Crystal Lake, Illinois. Matrix Broadcasting Holdings, LLC, which previously served as the sole member of Matrix, has no operations or assets but is a guarantor of Matrix's senior secured obligations. The Company was formed out of the 2014 acquisition by Digity Companies, LLC of 33 radio stations from NextMedia Group Inc., which itself successfully emerged from Chapter 11 in 2010. Matrix Broadcasting, LLC and Matrix Broadcasting Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Tx. Case No. 18-31045 and 18-31046) on March 27, 2018. In its petition signed by Peter Handy, CEO, Matrix LLC disclosed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Matrix Holdings, LLC disclosed $0 to $50 million in assets and 1 million to $10 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors hired Michael P. Cooley, Esq., Keith M. Aurzada, Esq., and Lindsey L. Robin, Esq. of Bryan Cave LLP. as bankruptcy counsel. MIAMI INTERNATIONAL: VCH Buying All Assets for $30M Credit Bid -------------------------------------------------------------- Miami International Medical Center, LLC, doing business as The Miami Medical Center, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures in connection with the sale of substantially all assets to Variety Children's Hospital (VCH"), doing business as Nicklaus Children's Hospital, for $30 million credit bid, plus the assumed liabilities, subject to overbid. From the date it commenced operations through October 2017, the Debtor struggled to generate sufficient revenue to cover its expenses due to, among other reasons, obstacles in attracting sufficient patient volume. As a result of its liquidity constraints, it has been unable to pay its expenses as they became due, including its obligations under the Lease and Loan Agreement. Since its inception, the Debtor has relied on funding from its members in order to sustain its operations. Due to its financial situation, on July 26, 2017, the Debtor retained Bayshore Partners, LLC to provide it investment banking services and market its assets for sale. On Jan. 14, 2018, VCH entered into that certain Assignment for Note Purchase and Partial Assignment of Security Agreement dated as of Jan. 24, 2018, pursuant to which MidFirst Bank assigned all of its right, title and interest to the Term Note as well as that portion of that certain Security Agreement (Assets) dated Aug. 4, 2015 signed by the Debtor in favor of MidFirst to VCH, which covers all of the Debtor's equipment, medical equipment, computer equipment, computer hardware, computer software, computer software licenses, medical supplies, furniture and hospital beds and all proceeds and products thereof described in that certain UCC-1 Financing Statement No. 201504643818 filed with the Florida Secured Transaction Registry. At the time of the Assignment, the Loan was in default. As of the Petition Date, the outstanding balance under the Term Note was not less than $26,273,693. Pursuant to the Assignment, MidFirst retained its security interest and first position liens in the Debtor's cash and accounts receivable (which are not being used or sold by the Debtor). The purpose of the sale process will be to provide for a sale of substantially all of the Debtor's assets and operations, the assumption and assignment of certain executory contracts and the transfer of the Debtor's State of Florida Agency for Health Care Administration hospital license, as a going concern, to the party that submits the highest and best offer in accordance with the Bidding Procedures. Prior to the Petition Date, the Stalking Horse Purchaser expressed an interest in acquiring the Debtor's assets through a credit bid of amounts owed related to the Term Loan Balance and DIP Loan. To facilitate an orderly sale process and maintain the Debtor's business and assets, the Stalking Horse Purchaser also agreed to fund the Debtor's postpetition financing needs, through a proposed senior secured debtor-in-possession credit agreement up to the amount of $3,372,781. Accordingly, on March 9, 2018, the Debtor filed its DIP Motion. An Interim Order was entered on March 15, 2018, which provided interim relief through an advance of $40,000to the Debtor under the DIP Loan. Thereafter, on March 23, 2018, the Court entered its Second Interim Order which provided interim relief through an additional advance of $1,099,477, and set a final hearing on the DIP Motion for April 12, 2018. As of the filing date of the Motion, the Stalking Horse Purchaser has advanced to the Debtor $1,139,477 on an interim basis under the DIP Loan. As a result of the Term Loan Balance and the current amount funded pursuant to the DIP Loan, the Stalking Horse Purchaser holds today not less than approximately $27.4 million in secured indebtedness owed by the Debtor (in addition to any other amounts funded under the DIP Loan). To ensure the Debtor receives the highest and best offer for the sale of substantially all of its assets, the Debtor, together with Bayshore, will pursue a marketing process for the sale of the Debtor’s assets and contact a number of potential strategic investors and financial investors that might be interested in purchasing the Debtor's assets. To the extent the Debtor receives competitive offers, based on qualification criteria described, the Debtor will conduct an auction to determine the highest and best bid for the Debtor's assets. The primary purpose of the sale process will be to provide for a sale of substantially all of the Debtor's Assets. Through the Asset Purchase Agreement, the Stalking Horse Purchaser proposes to purchase the Assets via a credit bid of its Secured Debt Amount, as well as pay all costs and expenses necessary to consummate the transaction contemplated by the Asset Purchase Agreement. The salient terms of the APA are: a. The Purchase Price: Credit Bid in the approximate amount of $30 million, plus the Assumed Liabilities, free and clear of all Claims and Interests b. Deposit: N/A c. Warranties: The sale is "as is, where is, with all faults, and no warranties express or implied." d. Closing Date: Within five business days of all of the conditions to Closing set forth in Articles 7 and 8 of the APA having been satisfied or waived, or (ii) such other date agreed to in writing by the Buyer and the Seller. e. Closing Conditions: Entry of the Sale Order in form and substance acceptable to the Stalking Horse Purchaser, among other conditions The salient terms of the Bidding Procedures are: a. Higher and Better Offers: The sale is subject to higher and better offers. b. Proposed Auction Date: 60 days following entry of the Bidding Procedures Order c. Proposed Bid Deadline: Two business days before the Auction d. Minimum Incremental Bid: $100,000, unless the Debtor decides a higher/lower amount during the Auction e. Initial Overbid Amount: Credit Bid Amount, plus the Assumed Liabilities, plus $150,000, plus any adjustments required, if applicable, necessary to pay all transaction fees (including to the Debtor's Investment Banker) to the extent the sale to an entity other than the Stalking Horse Purchaser produces insufficient cash to pay such transaction fees. f. Minimum Deposit: $1.5 million g. Proposed Break-up Fee: 3% of the outstanding DIP Loan amount. h. There are no matching rights, except for the Stalking Horse Purchaser's right to credit bid. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Miami_Intl_84_Sales.pdf To facilitate and effect the sale of the Assets, the Debtor asks authority to assume and assign certain of its executory contracts and unexpired leases designated in the APA, consistent with the procedures established in the Bidding Procedures Order and the APA. The Debtor does have a policy of prohibiting the transfer of personally identifiable information, the proposed sale is consistent with the policy, and the Debtor does not believe a consumer privacy ombudsman is required under Section 322 of the Bankruptcy Code. The Stalking Horse Purchaser has a first position senior secured lien on substantially all of the Assets being sold pursuant to the proposed. There are numerous junior lienholders claiming an interest in such Assets. The Debtor asks an expedited hearing on the Motion. The Purchaser: VARIETY CHILDREN'S HOSPITAL 3100 S.W. 62nd Ave Miami, FL 33155 Attn: Tim Birkenstock Telephone: (786) 624-5701 E-mail: Tim.Birkenstock@nicklaushealth.org The Purchaser is represented by: Joshua Kaye, Esq. DLA PIPER LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami, FLa 33131-5341 Telephone: (305) 423-8521 E-mail: Joshua.Kaye@dlapiper.com - and - Thomas Califano, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020-1104 Telephone: (212) 335-4990 E-mail: Thomas.Califano@dlapiper.com About Miami International Medical Center Miami International Medical Center, LLC, which does business under the name The Miami Medical Center -- http://www.miamimedicalcenter.com/-- is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily suspended all health care services effective Oct. 30, 2017. Miami International Medical Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on March 9, 2018. In the petition signed by Jeffrey Mason, chief administrative officer, the Debtor disclosed $21.39 million in assets and $67.27 million in liabilities. Judge Laurel M. Isicoff presides over the case. Meland Russin & Budwick, P.A., is the Debtor's bankruptcy counsel. NANAK131313 INC: Taps Atty. Jonathan Vivona as Bankruptcy Counsel ----------------------------------------------------------------- Nanak131313 inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Jonathan Vivona, Esq., as its attorney. The services to be provided by the proposed counsel include advising the Debtor regarding its duties under the Bankruptcy Code; analyzing financial matters; participating in negotiations to obtain financing; and assisting the Debtor in the preparation of a plan of reorganization. Mr. Vivona will charge an hourly fee of $300. He received an initial retainer of $5,000 prior to the petition date, and will be paid an additional retainer of $4,000 by May 15. In a court filing, Mr. Vivona disclosed that he does not represent or hold any interests adverse to the Debtor and its estate. Mr. Vivona can be reached through: Jonathan B. Vivona, Esq. 601 King Street, Suite 400 Alexandria, VA 22314 Tel: 703-739-1353 Fax: 703-337-0490 Email: vivonalaw@gmail.com About Nanak131313 inc. Nanak131313 inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-11158) on April 2, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Brian F. Kenney presides over the case. NATIONSTAR MORTGAGE: S&P Alters Outlook to Neg. & Affirms 'B+' ICR ------------------------------------------------------------------ S&P Global Ratings said it revised its outlook on Nationstar Mortgage LLC, subsidiary of Nationstar Mortgage Holdings Inc., to negative from stable and affirmed its issuer credit rating at 'B+'. At the same time, S&P affirmed its 'B+' rating on the firm's existing unsecured notes. The revised outlook primarily reflects the company's increasing leverage related to its merger agreement with WMIH Corp. S&P said, "For year-end 2018, we expect leverage, measured as gross debt to EBITDA, to rise to 4.5x-5x compared with 3.8x in 2017. Our outlook also incorporates the firm's debt to tangible equity remaining below 1.5x, the firm's favorable market position as the largest nonbank mortgage servicers, and its post-merger diversified ownership." Under the definitive merger agreement between Nationstar Mortgage Holdings Inc. and WMIH for $3.8 billion, Nationstar shareholders can elect to either receive $18.00 per share in cash or about 12.8 shares of WMIH. The agreement is subject to an overall proration that 32% of total outstanding Nationstar shares are exchanged for the stock consideration. Fortress has elected to receive consideration for at least 50% of its shares in cash, subject to proration. The merger agreement contains certain termination rights for both WMIH and Nationstar, including the right of Nationstar to terminate the agreement to accept a superior proposal. S&P expects the transaction to close in the second half of 2018. WMIH plans to finance the transaction with $600 million in cash from balance sheet, $700 million from newly issued WMIH shares, and $2.75 billion of committed debt financing. S&P assumes the debt financing would go toward paying off about $1.88 billion of Nationstar's existing unsecured debt at close. In 2017, Nationstar's revenues decreased by about 14% to $1.65 billion compared with the prior year. The decline was driven by a 20% decrease in origination revenues to $591 million, partially offset by 2% growth in servicing revenues to $766 million. For 2017, servicing unpaid principal balance (UPB) grew to $508 billion from $473 billion in 2016. In 2017, Nationstar boarded $175 billion UPB of loans, of which, subservicing contributed 83%, or $145 billion, of UPB. A majority of the subservicing growth was the result of an agreement with New Residential that added about $105 billion to the subservicing portfolio. S&P's base-case forecast assumes: -- Nationstar's revenues to decline by low- to mid-single digits in 2018 before rising by low-single digits in 2019; -- Nationstar's servicing average UPB to remain above $500 billion; -- Leverage, measured as gross debt to adjusted EBITDA, to remain 4.5x-5.0x; and -- Debt to tangible equity to remain 1.0x-1.5x S&P said, "We expect Nationstar's leverage to be 4.5x -5.0x over the next 12 months. Our outlook also considers ongoing integration efforts with WMIH Corp. and the firm's favorable market position as the largest nonbank mortgage servicer. "We could lower the ratings over the next 12 months if the new firm operates at leverage above 5.0x on a sustained basis. Although less likely, we could also lower our rating if the firm discloses significant regulatory or compliance failures. "An upgrade is unlikely over the next 12 months. We could revise the outlook to stable if leverage decreases below 4.5x on a sustained basis. Over time, we could raise the ratings if the new entity sustains leverage well below 4.0x while maintaining its favorable market position as a mortgage servicer and originator." NORTH AMERICAN LIFTING: S&P Lowers CCR to 'CCC-', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Houston–based North American Lifting Holdings Inc. 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 first-lien credit facilities (which comprise a $75 million cash flow revolver due 2018 and a $470 million first-lien term loan due 2020) to 'CCC-' from 'CCC'. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "Additionally, we lowered our issue-level rating on the company's $185 million second-lien term loan due 2021 to 'C' from 'CC'. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The downgrade reflects our belief that North American Lifting Holdings (NALH) could experience a default or seek a debt restructuring in the next six to 12 months absent significantly favorable changes in its operations, given the company's weak operating earnings, high debt leverage, and limited liquidity. We believe that the company faces significant refinancing risk related to the November 2018 maturity of its revolving credit facility." This is because NALH's lenders may be unwilling to extend the maturity of the facility given the company's elevated leverage levels and weak--though improving--operating results. The company has had limited access to the availability under its revolving facility due to the tight headroom under its springing leverage covenant. Therefore, the company's private-equity sponsor, First Reserve, and its management team have contributed over $30 million to fund its operations and debt service since early 2017. The company noted on its most recent earnings call that it could pay down the revolving balance when the revolver matures later this year and fund NALH's operations and other debt service with contributions from its sponsor and management. However, further contributions are not obligatory, which underscores the possibility of a default, distressed exchange, or redemption over the next six months. The negative outlook on NALH reflects the company's heightened short-term liquidity and default risks given its unsustainable capital structure, negative cash generation, the thin cushion under its springing covenant, and its increased reliance upon external sources to support its working capital needs and fixed charges. S&P said, "We believe that the company will likely face significant difficulty in extending the maturity of its revolving credit facility over the next six months. Therefore, we believe that a default, distressed exchange, or redemption is possible barring sufficient capital infusions to support the company's liquidity needs." S&P said, "We could lower our ratings on NALH if we conclude that a default is a virtual certainty. For instance, we could lower our ratings if the company is unable to extend or repay its revolving credit facility or if it engages in a distressed exchange or similar offering. "Although unlikely over the next six months, we could raise our ratings on NALH if the company is able to successfully refinance its revolving credit facility or permanently secure sufficient liquidity to support its operations. Under this scenario, we would also need to be confident that a balance sheet restructuring or other distressed offer was not likely in the near term." NORTHWEST TERRITORIAL: Trustee Selling Medallic Assets for $1M -------------------------------------------------------------- Mark Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of Medallic tradename, website, customer lists, archives, tools, specific machinery, certain company owned Medallic dies and other property to Medalcraft Mint, Inc. for $1 million. A hearing on the Motion is set for May 4, 2018 at 9:30 a.m. The objection deadline is April 27, 2018. The Trustee's goal in the case has been to maximize the recovery of creditors. Since May 2017, the Trustee has engaged in marketing efforts related to a potential sale of the business. The Trustee entertained expressions of interest from multiple parties including offers to purchase the assets of the estate on a going concern basis and for substantially all of the assets of the estate, but no concrete offer materialized for such a sale on terms which provided any meaningful return to the estate. Because no concrete offer materialized, and because of the inadequate cash resources available to the Trustee, the Trustee closed the custom minting business on Dec. 29, 2017 and prepared to liquidate the assets of the estate via auction. While the Trustee prepared to sell the Debtor's assets at auction, he engaged in negotiations with multiple buyers for various aspects of the Debtor's assets. Ultimately, he separately reached agreements with Industrial Assets Corp. and Medalcraft for the purchase and sale of certain assets of the Debtor. The Trustee entered into an Asset Purchase Agreement dated Jan. 26, 2018 with Medalcraft, and on Feb. 16, 2018, he filed his Initial Medalcraft Sale Motion. Following the filing of the Initial Medalcraft Sale Motion, the Trustee received an additional offer for the assets covered by the Initial Medalcraft APA from an individual named Rodger May. At a hearing on March 19, 2018, the Court denied entry of the Initial Medalcraft Sale Motion. Immediately subsequent to the March 19, 2018 hearing, the Trustee and Rodger May began engaging in discussions regarding a potential purchase, by Rodger May, of the majority of the estate's remaining assets. To date, the Trustee has not received an offer from Rodger May resulting from these discussions. A large portion of the coining dies which Medalcraft agreed to purchase are related to former Medallic Art Co., LLC's ("MACLLC") customers such as colleges and universities which traditionally ordered medallions and medals for graduation ceremonies. As such, the peak business season for MACLLC was traditionally in the spring. The Trustee is growing increasingly concerned that if a deal is not consummated for these dies quickly, their value to Medalcraft will decrease, or that Medalcraft will lose interest in acquiring the dies. As a result, the Trustee has entered into a new Asset Purchase Agreement dated March 28, 2018 with Medalcraft. The only substantive difference between the Initial Medalcraft APA and the Medalcraft APA is an increase in the purchase price to $1 million. The Medalcraft APA was the result of arm's-length negotiations between the Trustee and Medalcraft. The Medalcraft APA provides that Medalcraft will purchase, among other things, the Medallic Art name and website; marketing materials; Medallic archives; customer list; sales history; vendor list; certain company owned dies associated with any customer for which there has been a sale in the last 20 years; tools; and woodworking equipment. It also provides that Medalcraft will purchase three pieces of specifically identified equipment. It provides for a purchase price of $1 million. Medalcraft will provide a nonrefundable earnest money deposit in the amount of $100,000 in connection with the sale. The Trustee believes that the Medalcraft Assets offer is on reasonable terms. If the Trustee does not sell the Medalcraft Assets to Medalcraft, there is the potential that there will be no sale of the Medalcraft Assets or that he will be forced to attempt to sell such assets at auction. The proposed sale to Medalcraft guarantees a certain return for the estate. Since the Medalcraft sale will close immediately upon Court approval, the assets will be expeditiously moved from the Dayton facility, which aids the Trustee’s efforts to conclude the use of that facility. The Trustee has communicated with multiple interested purchasers regarding the sale of the assets of the Debtor over the course of more than six months. Based on his experience in marketing the assets which are the subject of the Medalcraft sale, the Trustee believes that the price offered for the assets is reasonable. He believes that it is in the best interests of the estate to consummate the sale to Medalcraft. The Trustee asks to sell the Medalcraft Assets free and clear of liens and encumbrances. Two creditors have asserted liens against certain of the assets of the estate, the validity of which liens are disputed by the Trustee. On Feb. 13, 2018, the Court ordered that if Connie Hoff, Robert Hoff, Medallic Art Company, Ltd., Ross Hansen, Medallic Art Limited Partnership ("MALP"), or any of their affiliates intend to object to a proposed sale of estate property on the basis that assets sought to be sold by the Trustee are not property of the estate, they must commence an adversary proceeding by filing a verified complaint no later than 5:00 p.m. on Feb. 22, 2018. As of the date of this Motion, no such verified complaint has been filed. The Trustee submits that there is no legitimate basis for an assertion that the assets which are the subject of the Medalcraft sale are the property of MALP or are otherwise not property of the bankruptcy estate. The Hoffs allege that they hold a pre-petition security interest in certain personal property relating to a the Debtor's lease for its Dayton facility. The Trustee disputes that the Hoffs hold a perfected security interest in the assets identified in the Security Agreement. MALP executed the Security Agreement on July 10, 2009 and it was perfected on the same day. The initial financing statement expired after five years, i.e., July 10, 2014. The Hoffs did not file a continuation statement prior to the expiration of the initial UCC-1, causing their security interest to lapse. Following the filing of the bankruptcy case, the Hoffs realized their security interest had become unperfected and attempted to perfect it with a new financing statement. The Hoffs attempted to file a new UCC-1 financing statement on April 21, 2016. The Hoffs further filed an amendment to their April 21, 2016 financing statement on May 17, 2017, which purported to add MACLLC as a debtor. MACLLC is the successor in interest to the defunct MALP, and it was substantively consolidated with the Debtor nunc pro tunc as of April 1, 2016. Thus, the Hoffs' May 17, 2017 financing statement amendment was filed post-petition as to MACLLC. The Hoffs' alleged pre-petition security interest in the estate's assets is subject to a bona fide dispute. Even assuming that the security interest was valid, its perfection after lapse was barred by the automatic stay rendering the security interest avoidable. On Feb. 14, 2018, the Court entered its Order Granting in Part and Denying in Part Motion for Relief from the Automatic Stay. By that order, the Court granted a post-petition lien on all assets of the bankruptcy estate to secure any administrative claim they may be allowed under Section 507(a)(2) that arises from the Trustee's use of the Dayton Premises prior to the time the Trustee vacates the Dayton Premises. Pan American Silver Corp. asserts that it holds a security interest in one item of equipment that the Trustee intends to sell to Medalcraft. The Trustee and Pan American have entered into a settlement agreement which allows Pan American a secured claim in the amount of $20,000 to be paid from the sale of its collateral. The Trustee has noted a motion to approve the settlement for April 6, 2018. The Debtor owns and possesses thousands of dies used by the Debtor to produce custom-made products. Prior to the hearing on the Initial Medalcraft Sale Motion, various customers of the Debtor objected to the sale of certain of the Debtor's Coining Dies, asserting an ownership interest in the dies. The Medalcraft APA intends to sell Medallic company owned Coining Dies, trim tools, and racks associated with any customer for which there has been a sale within the past twenty years. A very limited number of objecting parties assert an interest in the Coining Dies being sold to Medalcraft under the Medalcraft APA. The Trustee has concluded that, with some limited exceptions, it was the Debtor's written policy that it owned the Medallic Coining Dies. While the Debtor charged customers a fee to create the dies, the Debtor retained ownership in the Coining Dies. The Debtor's written policy is maintained on its website, and was communicated in other documents. Employees of the Debtor, including the Debtor's former Director of Sales on the Medallic side, have confirmed this policy. The Debtor stored, preserved, and maintained most of its Coining Dies in its facilities at its own cost, and did not charge customers for die storage and maintenance. Medalcraft has acknowledged that there may be exceptions to the general rule of company ownership of the dies and has agreed to address such issues with individual customers post closing. It has also confirmed that it will honor its longstanding policy that the dies which contain customer owned copyright or tradenames will not be used absent express permission from the customer. Given the liquidity concerns facing the Debtor's estate, and the necessity that the sale close quickly, the Debtor asks the Court to waive the stay under Fed. R. Bankr. P. 6004(h) to quickly consummate the proposed sale to Medalcraft Assets. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. OMEROS CORP: Modifies Loan Agreement Financial Covenants -------------------------------------------------------- Omeros Corporation entered into Amendment No. 3 to Loan Agreement with nura, inc., a wholly owned subsidiary of Omeros, CRG Servicing LLC, as administrative agent and collateral agent, and certain lenders. The Amendment modified the financial covenants in the Term Loan Agreement, dated as of Oct. 26, 2016, among Omeros and the Lenders, as amended. Pursuant to the Amendment, the applicable revenue and market cap covenants with respect to the twelve-month period beginning on Jan. 1, 2018 were eliminated. In addition, the market cap threshold calculation for future periods was reduced from the product of 6.4 times the aggregate principal amount of loans outstanding (excluding any payment-in-kind loans) on the applicable determination date to the product of 3.0 times the aggregate amount of loans outstanding (excluding any payment-in-kind loans) on the applicable determination date. In connection with the execution of the Amendment, on April 12, 2018 Omeros issued the Lenders warrants to purchase an aggregate of 200,000 shares of Omeros common stock. The Warrants are exercisable for five years at an exercise price per share of $23.00, which represents an approximately 70% premium to the closing price of Omeros' common stock on April 6, 2018. The Lenders are subject to a one-year restriction on the sale or transfer of the warrants and, if exercised, the underlying common stock, if any amount of debt remains outstanding under the Loan Agreement. The Warrants were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. About Omeros Corporation Omeros Corporation -- http://www.omeros.com-- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, complement-mediated diseases and disorders of the central nervous system. The Company's drug product OMIDRIA (phenylephrine and ketorolac intraocular solution) 1% / 0.3% is marketed for use during cataract surgery or intraocular lens (IOL) replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. In the European Union, the European Commission has approved OMIDRIA for use in cataract surgery and other IOL replacement procedures to maintain mydriasis (pupil dilation), prevent miosis (pupil constriction), and to reduce postoperative eye pain. Omeros has multiple Phase 3 and Phase 2 clinical-stage development programs focused on: complement-associated thrombotic microangiopathies; complement-mediated glomerulonephropathies; Huntington's disease and cognitive impairment; and addictive and compulsive disorders. In addition, Omeros has a diverse group of preclinical programs and a proprietary G protein-coupled receptor (GPCR) platform through which it controls 54 new GPCR drug targets and corresponding compounds, a number of which are in preclinical development. The company also exclusively possesses a novel antibody-generating platform. The Company is headquartered in Seattle, Washington. OMEROS incurred a net loss of $53.48 million for the year ended Dec. 31, 2017, compared to a net loss of $66.74 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Omeros had $116.32 million in total assets, $119.14 million in total liabilities and a total shareholders' deficit of $2.81 million. Ernst & Young LLP, in Seattle, Washington, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. P.E. O'HALLORAN: May Continue Using Cash Collateral Until May 26 ---------------------------------------------------------------- Judge Michael A. Fagone of the U.S. Bankruptcy Court for the District of Maine, as stipulated by P.E. O'Halloran, Inc., Machias Savings Bank and U.S. Trustee, has extended the Debtor's authorization to use cash collateral through May 26, 2018, in the amounts set forth in Budget, subject to the provisions of the Final Order. All parties' rights regarding cash collateral beyond May 26, 2018 are preserved for future stipulations or orders. A full-text copy of the Order is available at http://bankrupt.com/misc/meb17-10515-166.pdf Machias Savings Bank is represented by: Jeremy R. Fischer, Esq. Drummond Woodsum 84 Marginal Way, Suite 600 Portland, ME 04101-2480 Phone: (207) 253-0569 Office of U.S. Trustee is represented by: Jennifer H. Pincus, Esq. Office of U.S. Trustee 537 Congress Street Portland, ME 04101 Phone: (207) 780-3564 About P.E. O'Halloran P.E. O'Halloran, Inc. -- http://www.peohalloraninc.com/-- offers heavy haul and oversize load transportation, roadside repair, and heavy recovery and towing services, with operations in Bangor, Newburgh and Ellsworth, Maine. It is the sole owner of a building and 8.82 acres located at 525 Bangor Road, Ellsworth, Maine, valued at $236,700. P.E. O'Halloran filed a Chapter 11 petition (Bankr. D. Me. Case No. 17-10515) on Sept. 12, 2017. The petition was signed by Steven O'Halloran, its owner. At the time of filing, the Debtor had $1.39 million in assets and $2.26 million in liabilities. The case is assigned to Judge Michael A. Fagone. The Debtor is represented by James F. Molleur, Esq., at Molleur Law Office. PIERSON LAKES: Needs Access to $44,000 in Cash Collateral --------------------------------------------------------- Pierson Lakes Homeowners Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to use of up to $44,000 of cash collateral in which Banco Popular North America has an interest. The Pierson Lakes Development (the "Development") is an exclusive residential development located in Sloatsburg, New York in the town of Ramapo. The Development was originally owned by Ramapo Land Company, Inc., It was sold in 2001 to the present sponsors, Pierson Project, LLC, Potake Lake, LLC, and Rock Hill LLC d/b/a Rock Hill Project (collectively, the "Sponsors"). The Debtor requires the immediate use of Cash Collateral in order to pay certain operating expenses and maintain the value of the property. The Debtor asserts that the use of cash collateral is necessary to pay its usual and ordinary operating expenses while the Debtor reorganizes its business operations. Absent the use of cash collateral to pay the expenses set forth in the Budget, the Debtor will be unable to operate and the value of the Debtor's assets will be eradicated. The Debtor obtained a credit facility in the original amount of $650,000 from Banco Popular. In consideration for the First Loan, the Debtor granted Banco Popular a first-priority security interest in various assets of the Debtor, including the assessments to be levied against lot owners in the Development, all accounts, and all other receivables due to the Debtor from any other sources. In late December 2015, the Debtor obtained a second loan from Banco Popular in the principal amount of $250,000 for the intended purpose of financing the Debtor's arbitration against the Sponsors. The Debtor is current on its repayment obligations to Banco Popular in connection with both the First Loan and the Second Loan. At present, there is an approximate balance due to Banco Popular in the aggregate amount of $206,228 on the First Loan and $232,430 on the Second Loan. The Debtor believes that Banco Popular is the holder of a first priority, validly perfected lien on cash collateral. The liability to Banco Popular on its secured claim is fully secured by all of the property against which Banco Popular has a valid lien and security interest. The Debtor's operating and reserve accounts are fully encumbered by Banco Popular's pre-petition lien. The Debtor has a contractual right to collect annual maintenance from lot owners, as well as a limited right to assess lot owners for special expenses. Therefore, the Debtor considers it necessary to limit the replacement lien to protect Banco Popular's interest in cash collateral. The Debtor proposes to provide adequate protection to Banco Popular by the granting of post-petition liens on post-petition collateral in exchange for use of Banco Popular's Cash Collateral, to the extent of the diminution in the value of its collateral. The replacement lien will be subordinate to the payment of U.S. Trustee fees in the Debtor's case and a carve-out for the Debtor's professionals in an amount to be established prior to the interim hearing. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nysb18-22463-3.pdf About Pierson Lakes Homeowners Association Pierson Lakes Homeowners Association, Inc., is a tax-exempt homeowners association based in Sterlington, New York. Pierson Lakes Homeowners Association, Inc., based in Sterlington, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-22463) on March 27, 2018. In the petition signed by Sean Rice, president, the Debtor disclosed $1.55 million in assets and $3.49 million in liabilities. The Hon. Robert D. Drain presides over the case. Gary M. Kushner, Esq., and Scott D. Simon, Esq., at Goetz Fitzpatrick LLP, serve as bankruptcy counsel to the Debtor. POINT.360: Committee Taps Brinkman Portillo as Legal Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Point.360 seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Brinkman Portillo Ronk, APC as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; investigate the financial condition and operations of the Debtor; participate in the formulation of a plan of reorganization; and provide other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly rates: Daren Brinkman $645 Laura Portillo $565 Kevin Ronk $490 Kelsi Hunt $390 Jonathan Jordan $390 Paralegals $145 to $235 Law Clerks $145 to $235 Daren Brinkman, Esq., a shareholder of Brinkman, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daren R. Brinkman, Esq. Laura J. Portillo, Esq. Kevin C. Ronk, Esq. Brinkman Portillo Ronk, APC 4333 Park Terrace Drive, Suite 205 Westlake Village, CA 91361 Tel: (818) 597-2992 Fax: (818) 597-2998 E-mail: dbrinkman@brinkmanlaw.com E-mail: lportillo@brinkmanlaw.com E-mail: kronk@brinkmanlaw.com About Point.360 Point.360 (PTSX) -- http://www.point360.com/and http://www.mvf.com/-- is an integrated media management services company providing film, video and audio post-production, archival, duplication and data distribution services to motion picture studios, television networks, independent production companies and multinational companies. The Company provides the services necessary to edit, master, reformat and archive its clients' audio, video, and film content, which include television programming, feature films, and movie trailers. On July 8, 2015, Point.360 acquired the assets of Modern VideoFilm to expand the Company's service offering. The Company also rents and sells DVDs and video games directly to consumers through its Movie>Q retail stores. The Company is headquartered in Los Angeles, California. Point.360 filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22432) on Oct. 10, 2017. In the petition signed by Haig S. Bagerdjian, the Company's Chairman, President and CEO, the Debtor disclosed total assets of $11.14 million and total debt of $14.77 million as of March 31, 2017. The Hon. Julia W. Brand is the case judge. The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel; TroyGould PC, as transactional counsel; Daniel P. Hogan, Attorney-at-Law, as special litigation counsel; GlassRatner Advisory & Consulting Group, LLC as financial consultant; and Holthouse Carlin & Van Trigt LLP as accountant. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 22, 2018. PRECIPIO INC: Reports $33.2 Million Net Loss for 2017 ----------------------------------------------------- Precipio, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss available to common stockholders of $33.21 million on $1.72 million of net sales for the year ended Dec. 31, 2017, compared to a net loss available to common stockholders of $4.08 million on $1.72 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Precipio Inc. had $27.26 million in total assets, $14.23 million in total liabilities and $13.02 million i total stockholders' equity. Th Company, then known as Transgenomic, Inc., completed a reverse merger with Precipio Diagnostics, LLC, a privately held Delaware limited liability company, on June 29, 2017 and in connection with the Merger the Company raised approximately $1.2 million in gross proceeds. During the third quarter the Company completed an underwritten public offering with net proceeds of approximately $5.0 million and during the fourth quarter the Compoany raised additional funds from the sale of its Series C Preferred Stock and warrants to purchase our common stock. Net proceeds from this offering were approximately $2.4 million. These proceeds were used to fund the Company's operating expenses and for payments on its debt and other liabilities. Also, during the fourth quarter of 2017, the Company entered into Settlement Agreements with certain Creditors pursuant to which the Company reduced its liabilities by $1.2 million, the Company restructured the payment schedule of approximately $3.2 million in liabilities so that they will be paid over a forty-eight month period with equal monthly installments beginning in July 2018, and we reached agreements whereby $1.9 million of liabilities will be canceled in February 2018 in exchange for 1,814,754 shares of the Company's common stock. "Notwithstanding the aforementioned circumstances, there remains substantial doubt about our ability to continue as a going concern," the Company stated in the SEC filing. "There can be no assurance that we will be able to successfully achieve our initiatives summarized above in order to continue as a going concern. The accompanying financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments that might result should we be unable to continue as a going concern as a result of the outcome of this uncertainty." The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, 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/3UcaIE About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. PRIMA PASTA: Liquidation Analysis Modified in Amended Plan ---------------------------------------------------------- Prima Pasta & Cafe, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a small business second amended disclosure statement describing its amended plan of reorganization dated March 27, 2018. This filing discloses that the Debtor has been informed by one of its creditor, Montebello Food Corp., holder of a claim in the amount of $90,030.91 that it will vote against the plan. Montebello believes it will be difficult for the Debtor to confirm a plan over this objection. The Debtor disagrees with Montebello and believes that it can obtain the votes needed to confirm its plan. The Debtor also believes that its plan provides a much greater recovery for creditors than shutting down the business. The amended plan also modified its liquidation analysis providing that if the Debtor's assets were liquidated as of the Petition Date, Class 2 creditors would have only received 11% of their claims. Therefore, the Plan provides more than creditors would receive if the Debtor's assets were administered under Chapter 7 of the Bankruptcy Code. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-17-40760-116.pdf About Prima Pasta & Cafe Prima Pasta & Cafe, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-40760) on Feb. 21, 2017, estimating its assets at up to $50,000. The Petition was signed by Antoinette Modica, president. Ortiz & Ortiz, L.L.P, serves as the Debtor's bankruptcy counsel. No unsecured creditors' committee has been appointed in this case. PROFLO INDUSTRIES: Allowed to Use Cash Collateral Until June 8 -------------------------------------------------------------- The Hon. Mary Ann Whipple of the U.S. Bankruptcy Court for the Northern District of Ohio has entered a fifth order authorizing ProFlo Industries, LLC, to use of cash collateral on an interim basis until June 8, 2018. A continued hearing on the cash collateral use will be held on June 6, 2018 at 9:30 a.m. The cash collateral consists of and includes bank balance, accounts receivable of the estate and gross sales of goods and services, which The Huntington National Bank claims to have a valid and perfected security interest. The Debtor is prohibited from drawing from any line of credit with Huntington Bank, and that said line of credit account can remain frozen by Huntington National Bank, at Huntington Bank's discretion. The Debtor will be required to make adequate protection payments for the use of cash collateral: (a) in the amount of $3,757.27 monthly payment on the line of credit to Huntington Bank in accordance with the attached amortization schedule, and (b) in the amount of the continued lease related payments to Bosserman Automotive Engineering, LLC which, in turn, are used by Automotive to pay the loan and mortgage with Huntington Bank dated December 15, 2014 and related to that certain real property located at 2679 S. US 23, Alvada, OH, 44802. The security interest of Huntington Bank in bank balance, accounts receivable and fees of the Debtor's estate has been extended to all post-petition receivables and gross retail sales created by the Debtor in the operation of the Debtor's business with the same force and effect as said security interest attached to the Debtor's prepetition accounts receivables. In addition, the Debtor will prepare and serve upon counsel for Huntington Bank not less frequently than once per month an operating report in similar form to that required by the Office of the U.S. Trustee's guidelines setting forth the total receipts and disbursements. A full-text copy of the Fifth Order is available at: http://bankrupt.com/misc/ohnb17-33184-157.pdf About ProFlo Industries Headquartered in Alvada, Ohio, ProFlo Industries, LLC, is an Ohio Limited Liability Company engaged in the airline refueling business. The principal customers of the business are multi-national companies providing goods, services and advice in the global aviation industry. ProFlo consists of one shareholder: Terry N. Bosserman who owns 100% of the shares. ProFlo Industries filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 17-33184) on Oct. 8, 2017. In the petition signed by Terry N. Bosserman, president, the Debtor estimated less than $1 million in assets and less than $500,000 in liabilities. The Debtor is represented by Patricia A. Kovacs, Esq. No official committee of unsecured creditors has been appointed in the Debtor's case. PURADYN FILTER: Incurs $1.23 Million Net Loss in 2017 ----------------------------------------------------- Puradyn Filter Technologies Incorporated filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.23 million on $2.25 million of net sales for the year ended Dec. 31, 2017, compared to a net loss of $1.44 million on $1.94 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Puradyn Filter had $1.37 million in total assets, $10.26 million in total liabilities and a total stockholders' deficit of $8.89 million. As of Dec. 31, 2017, the Company had cash of $54,438 as compared to cash of $12,806 at Dec. 31, 2016. At Dec. 31 2017, the Company had negative working capital of $9,470,970 and its current ratio (current assets to current liabilities) was .08 to 1. At Dec. 31 2016, the Company had negative working capital of $8,266,892 and its current ratio (current assets to current liabilities) was .11 to 1. The decrease in working capital is primarily attributable to decreases in inventory, cash, and deferred compensation which was offset by increases in accounts receivable, prepaid expense, accounts payable, accrued liabilities and a reclassification of long term debt to short term. The 41% decrease in inventories at Dec. 31, 2017 as compared to Dec. 31, 2016 reflects reduced ordering of inventory in order to conserve cash flow as well as an increase in the reserve for obsolete and slow moving inventory. The Company does not currently have any commitments for capital expenditures. Net cash used in operating activities was $703,037 for 2017 as compared to $1,268,730 for 2016. In both periods, the Company principally used cash to fund its net losses. Other period to period changes included increases in accounts receivable, prepaid and other current assets and deferred compensation in 2017 which were partially offset by decreased inventory as well as an increase in the reserve for obsolete and slow moving inventory. Net cash used in investing activities during 2017 was $101,576 as compared to $112,912 for 2016. The majority of the 2017 and 2016 investment activity related to capitalized patent costs and the purchase of computer equipment. Net cash provided by financing activities was $846,245 for 2017 as compared to $1,359,977 for 2016. During 2017, $875,000 was received from a note payable due to its primary stockholder and another $25,000 was received from a stockholder who was a former board director, and the sole owner of Boxwood Associates, Inc. and repaid a loan from the former board director totaling $50,000. These amounts were offset by payment of $3,755 on capital leases. During 2016, $1,263,732 was received from a note payable due to our primary stockholder and another $100,000 was received from a stockholder who was a former board director, and the sole owner of Boxwood Associates, Inc. The report from the Company's independent accounting firm Liggett & Webb, P.A., the Company's auditor since 2006, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph 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. A full-text copy of the Form 10-K is available for free at: https://is.gd/9B01gw 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. RDX TRANSPORT: Taps Harris Law Firm as Legal Counsel ---------------------------------------------------- RDX Transport, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Harris Law Firm, PC as its legal counsel. The firm will assist the Debtor in the preparation and implementation of a bankruptcy plan, and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Justin Harris Attorney $375 Felicia Garcia Legal Assistant $100 Stuart Webb Legal Assistant $85 Prior to the petition date, Harris received a retainer in the sum of $15,000, of which $9,076 was used to pay the firm for its pre-bankruptcy services. Harris does not hold or represent any interests adverse to the Debtor and its estate, according to court filings. The firm can be reached through: Justin D. Harris, Esq. Harris Law Firm, PC 7110 N. Fresno St., Suite 400 Fresno, CA 93720 Tel: 559-272-5700 Fax: 559-554-9989 Email: jdh@harrislawfirm.net About RDX Transport Inc. RDX Transport, Inc. Inc. is a privately-held trucking company based in Fresno, California. RDX Transport sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 18-11051) on March 23, 2018. In the petition signed by Navdeep Singh, chief executive officer, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Fredrick E. Clement presides over the case. RENO RDA: S&P Raises Rating on 2007A/B Tax Increment Bonds to 'BB-' ------------------------------------------------------------------- S&P Global Ratings raised its long-term and underlying (SPUR) rating to 'BB-' from 'B' on Reno Redevelopment Agency (RDA), Nev.'s series 2007A (taxable) and 2007B tax increment bonds. The outlook is stable. "The raised rating reflects our view of the project area's improved maximum annual debt service coverage as a result of the 1998F superior-lien bonds maturing, stabilizing assessed value, and improved tax increment revenue collections," said S&P Global Ratings credit analyst Cody Nelson. Tax increment revenues collected in the downtown project area secure the bonds. Net revenues from the parking gallery provide further security on the bonds. The small, 323-acre project area includes the heart of downtown Reno. The area is home to the city's prime hotel and casinos, including the Silver Legacy Hotel and Casino, Circus Circus, and Eldorado Resorts. Five of the 10 leading property owners are hotels and casinos. ROLLING HILLS: May Use $63,899 First Interstate Cash Collateral --------------------------------------------------------------- The Hon. Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the District of South Dakota granted Rolling Hills Farm Investments, LLC, doing business as Celebrity Hotel & Casino preliminary authority to use $63,899 of First Interstate Bank's cash collateral, for the purposes and on the terms and conditions set forth in its motion. About Rolling Hills Farm Investments Rolling Hills Farm Investments, LLC, operates a hotel and casino, doing business as Celebrity Hotel & Casino, in Deadwood, South Dakota. Rolling Hills sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 17-50240) on Nov. 1, 2017. In the petition signed by Brian E. Holcomb, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Charles L. Nail, Jr. presides over the case. Anker Law Group, P.C., is the Debtor's bankruptcy counsel; and Nipe Accounting & Consulting, Prof LLC, serves as accountant to the Debtor. SAND HILLS METROPOLITAN: Chapter 9 Voluntary Case Summary --------------------------------------------------------- Debtor: Sand Hills Metropolitan District c/o C.R.S. of Colorado, LLC 7995 E. Prentice Avenue, Suite 103E Englewood, CO 80111 Bankruptcy Case No.: 18-13078 Type of Business: Sand Hills Metropolitan District is a district in Weld County, Colorado. Chapter 9 Petition Date: April 16, 2018 Court: United States Bankruptcy Court District of Colorado (Denver) Debtor's Counsel: David Wadsworth, Esq. WADSWORTH WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: dwadsworth@wwc-legal.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Robert A. Lembke, 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/cob18-13078.pdf SEADRILL LTD: Wins Confirmation of Chapter 11 Exit Plan ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas entered an order confirming the Second Amended Joint Plan (as Modified) of Reorganization of Seadrill Limited and its debtor-affiliates on April 17, 2018 at 1:00 p.m. (prevailing Central Time). On September 12, 2017, the Debtors filed their Plan of Reorganization and the Disclosure Statement related thereto. The Bankruptcy Court held a hearing to consider approval of the Disclosure Statement on February 26, 2018. On February 26, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement. According to the Second Amended Disclosure Statement, the Debtors' estimate of aggregate Allowed General Unsecured Claims against Debtors Seadrill Limited, NADL, and Sevan, and the estimated recovery percentage of such claims under the Plan: Debtor/Class Projected Claims Projected Recovery ------------ ---------------- ------------------ Seadrill Ltd - Class B3 $3,280,000,000 32%-47% NADL -- Class D3 $673,000,000 23%-33% Sevan -- Class F3 $0 N/A Holders of Unsecured Note Claims with recourse against both NADL and Seadrill Limited will recover as members of both Classes B3 and D3, for a total projected recovery under the Plan of 55% to 79%. General Unsecured Claims against the Debtors other than Seadrill Limited, NADL, and Sevan, the Newbuild Debtors, and Seadrill UK Ltd. will be paid in full in cash on the Effective Date or Reinstated -- thus, the claims are unimpaired and not entitled to vote to accept or reject the Plan. Peg Brickley, writing for The Wall Street Journal, reports that the confirmed Plan gives Seadrill more time to pay off $5.7 billion in top-ranking bank loans, swaps $2.3 billion in bonds for equity in the reorganized company and infuses more than $1 billion in new cash into the business. WSJ relates a large bloc of unsecured bondholders negotiated an improved deal with Seadrill during the bankruptcy proceeding, winning the right to participate in the capital raising effort, as well as cash and 15% of the reorganized company. After Seadrill entered bankruptcy with a deal that included only Norwegian billionaire John Fredriksen, Centerbridge Partners as well as a handful of hedge funds, creditors that were left out protested. Barclays Capital and an ad hoc group of bondholders mounted rival deals for Seadrill, triggering talks that were resolved when they were allowed to share in the new investment opportunity, the report adds. WSJ also reports that rank-and-file shareholders will see their stakes diluted under the chapter 11 plan, which gives them only 2% of the equity in the postbankruptcy company. Additionally, shareholders lose the right to sue the company's leaders and advisers over the dealings that slashed the value of their holdings. The report relates the composition of the board of directors that will steer Seadrill after bankruptcy reflects Mr. Fredriksen's continued strong grip on the company's affairs. Including Mr. Fredriksen, four of the seven board seats at the reorganized Seadrill will be occupied by people linked to Hemen Holding Ltd., the Fredriksen family holding company that owned the Seadrill stake, according to court papers filed hours before the confirmation hearing on Tuesday. Centerbridge has the right to appoint one member of the board of the new Seadrill. Bondholders that are backing the plan also have the right to name a board representative. The final member will be named by Mr. Fredriksen, Centerbridge and allied bondholders. A redlined copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-60079-01181.pdf A full-text copy of the Confirmation Order is available at: http://bankrupt.com/misc/txsb17-60079-01003.pdf About Seadrill Ltd Seadrill Limited is a deepwater drilling contractor providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employed 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young are to act as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk serves as claims agent. The United States Trustee for Region 7 formed an official committee of unsecured creditors with seven members: (i) Computershare Trust Company, N.A.; (ii) Daewoo Shipbuilding & Marine Engineering Co., Ltd.; (iii) Deutsche Bank Trust Company Americas; (iv) Louisiana Machinery Co., LLC; (v) Nordic Trustee AS; (vi) Pentagon Freight Services, Inc.; and (vii) Samsung Heavy Industries Co., Ltd. Kramer Levin Naftalis & Frankel LLP is serving as lead counsel to the Committee. Cole Schotz P.C. is local and conflicts counsel to the Committee. Zuill & Co (in exclusive association with Harney Westwood & Riegels) is serving as Bermuda counsel. London-based Quinn Emanuel Urquhart & Sullivan, UK LLP, is serving as English counsel. Parella Weinberg Partners LLP is the investment banker to the Committee. FTI Consulting Inc. is the financial advisor. SENTINEL MANAGEMENT: Trustee Loses Clawback Suit vs UBS ------------------------------------------------------- District Judge Rebecca R. Pallmeyer granted the Defendant's motion for summary judgment in the case captioned FREDERICK J. GREDE, not individually, but as Liquidation Trustee and Representative of the Estate of Sentinel Management Group, Plaintiff, v. UBS SECURITIES, LLC, Defendant, No. 09 C 5880 (N.D. Ill.). The short-term cash management firm Sentinel Management Group, Inc. collapsed and filed for bankruptcy in August 2007 at the outset of the financial crisis. Required by federal law to segregate its clients' funds and invest in only the highest grade government securities, Sentinel instead pledged the securities in its clients' accounts as collateral for loans from the Bank of New York--which Sentinel then used to buy even more securities on its own "House" account for the benefit of corporate insiders. As credit markets tightened in the summer of 2007, Sentinel found itself unable to both repay the Bank's loan and return its clients' money on demand. All told, Sentinel cost its investors more than $600 million. Dozens of lawsuits were filed in the wake of Sentinel's failure. Many are ongoing to this day. Defendant UBS Securities, LLC is a former customer of Sentinel. In March 2007, Sentinel transferred $108 million to UBS, which included $14.4 million characterized as "cumulative interest." The Plaintiff in this case, Frederick J. Grede, is the Liquidation Trustee for the Sentinel Liquidation Trust. The Trustee claims that Sentinel acted with actual "intent to hinder, delay, and defraud" its other creditors when making the pre-petition transfer to UBS, and argues that the cumulative interest payment represents "false profits." Accordingly, the Trustee seeks to avoid the transfer and return the $14.4 million to the Liquidation Trust. UBS has moved for summary judgment, arguing that the Trustee has alleged only a "general scheme to defraud," and not fraudulent intent with respect to the specific transfer at issue. UBS asserts that the cumulative interest was "neither 'false' nor 'profits,'" but rather the proceeds of Sentinel's legitimate investment activity--which Sentinel properly paid to UBS in fulfillment of its legal and contractual obligations. UBS states that the Trustee's case is nothing more than "a poorly disguised preference claim" that would be otherwise barred because the transaction preceded the 90-day window. The court finds it difficult to disagree. It is the Trustee's view that UBS's luck at withdrawing its funds before the financial crisis hit seems too good to be true. Perhaps it is, but this is not enough to establish that any transfer to an investor during the relevant time is fraudulent. The Trustee anchors his claim on the hope that a jury will find Sentinel's overall behavior suspicious enough to infer that this specific transfer was fraudulent. But general schemes are not sufficient: the Trustee is required to prove that the transfer itself was made with fraudulent intent. The Trustee has provided no relevant evidence of intent to defraud as it relates to the March 30 transfer to UBS. The evidence viewed in the light most favorable to the Trustee does not raise a genuine dispute as to Sentinel's intent when making the transfer--rather, it supports UBS's position that Sentinel paid UBS on demand because Sentinel was required to. Certainly, no adverse inference may be drawn from the mere fact that UBS redeemed its investment. And although the interest credited to UBS's account was likely overstated by some amount, the evidence does not support the Trustee's belief that all $14.4 million constitutes "false profits" derived from a generally fraudulent scheme that never returned profits to investors. Nor is there any evidence that Sentinel paid UBS from a SEG 3 account or that Sentinel was insolvent in March 2007. Sentinel's other transfers to redeeming customers around the same time and Sentinel's officers' continued involvement until the summer of 2007 further suggest that Sentinel was operating normally at the time of the transfer to UBS. As a result, the court concludes that no reasonable jury could find that Sentinel transferred the $14.4 million in cumulative interest with the actual intent to hinder, delay, or defraud its other investors. A full-text copy of the Court's Memorandum Opinion and Order dated March 20, 2018 is available at https://is.gd/pBJHIQ from Leagle.com. Frederick J. Grede, Liquidation Trustee, not individually but as Liquidation Trustee and Representative of the Estate of Sentinel Management Group, Inc., Plaintiff, represented by Catherine L. Steege -- csteege@jenner.com -- Jenner & Block LLP, Chris C. Gair -- cgair@gairlawgroup.com -- Gair Law Group Ltd., Angela M. Allen -- aallen@jenner.com -- Jenner & Block LLP, Jeffrey Scott Eberhard -- jeberhard@gairlawgroup.com -- Gair Law Group Ltd. & Vincent E. Lazar -- vlazar@jenner.com -- Jenner & Block LLP. UBS Securities, LLC, Defendant, represented by Stephen Patrick Bedell -- sbedell@foley.com -- Foley & Lardner, Geoffrey S. Goodman -- ggoodman@foley.com -- Foley & Lardner, Michael K. Desmond -- mdesmond@fslegal.com -- Figliulo & Silverman, Peter James O'Meara, Foley & Lardner Llp & Thomas Paul Krebs -- tkrebs@foley.com -- Foley & Lardner. About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full-service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on Aug. 17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represented the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed the Fourth Amended Chapter 11 Plan of Liquidation for Sentinel on Dec. 15, 2008, which created a Liquidation Trust. The Plan became effective Dec. 17, 2008, and Mr. Grede was appointed Liquidation Trustee. STEAM DISTRIBUTION: Seeks Authorization to Use Cash Collateral -------------------------------------------------------------- Steam Distribution, LLC, and its affiliates One Hit Wonder, Inc. ("OHW") and Havz, LLC, d/b/a Steam Wholesale, seek authorization from the United States Bankruptcy Court for the District of Nevada to use cash collateral. The Debtors have approximately $11.1 million of general unsecured claims, which includes approximately $4 million of inter-company claims among the Debtors. However, because the Debtors operate a single joint enterprise and share many of their expenses and resources, the inter-company claims mostly reflect bookkeeping entries rather than funds or loans being transferred from one entity to the other. Ultimately, the Debtors expect to substantively consolidate their estates for plan purposes in this reorganization. The Debtors' 13-week cash flow budget provides total net cash flow of $537,205. The Debtors have three secured creditors, namely: (a) U.S. Bank, National Association has a claim of $75,000 against Havz for a small business loan line of credit secured by a senior lien on Havz' accounts, inventory, equipment, fixtures, instruments, documents, chattel paper, investment property, deposit accounts, letter of credit rights, and all accessions to, replacements and proceeds thereof. (b) Mini-Gadgets, Inc. has a claim against all the Debtors from $100,000 for a loan secured by a senior blanket lien on all the assets of Steam and OHW, and by a senior lien on Havz' trademarks, intellectual property, and general intangibles (which is essentially all of the collateral not subject to US Bank's lien). (c) Ryan Alan Neely has a claim against all the Debtors for $150,000 for a loan secured by a junior blanket lien on the same collateral that is subject to Mini-Gadgets' lien. The Debtors believe that the collateral is not depreciating on a post-petition basis (certainly not by any meaningful amount in the short run), and thus, there is no need for the Debtors to be required to make adequate protection payments. Nonetheless, in order to provide the Secured Creditors with adequate protection against any potential post-petition decline in the value of their collateral, the Debtors propose to make regular monthly payments to the Secured Creditors as follows: (a) US Bank will receive regular monthly payments of principal and interest in the amount of $1,451; (b) Mini-Gadgets will receive regular monthly interest-only payments of $417; and (c) Neely will receive regular monthly interest-only payments of $625. The Debtors also propose that the Secured Creditors will receive replacement liens against the Debtors' post-petition assets, with such replacement liens to have the same validity, priority and extent as the prepetition liens held by the Secured Creditors. The Secured Creditors will also receive a super-priority administrative claim to the extent the monthly adequate protection payments that will be made by the Debtors to the Secured Creditors do not protect the Secured Creditors against any post-petition diminution in the value of their collateral. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/nvb18-11598-11.pdf About Steam Distribution Steam Distribution -- http://www.onehitwondereliquid.com/-- is a wholesaler and distributor in the vape/e-cig industries. Handcrafted in Los Angeles, California, One Hit Wonder eLiquid contains ingredients including TruNic 100% USA grown and extracted liquid nicotine. Steam Distribution, LLC, Havz, LLC, d/b/a Steam Wholesale (Bankr. D. Nev. Case No. 18-11599) and One Hit Wonder, Inc., each filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-11598 to 18-11600), commencing their bankruptcy cases on March 26, 2018. The petitions were signed by Robert Hackett, managing member. The Debtors have filed motions requesting joint administration of their three cases. At the time of filing, Steam Distribution and One Hit Wonder estimated assets and liabilities at $1 million to $10 million each, while Havz estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. August B. Landis and the Hon. Mike K. Nakagawa are assigned to these cases. The Debtors hired Candace C Carlyon, Esq. of Clark Hill PLLC and John Patrick M. Fritz, Esq. of Levene, Neale, Bender, Yoo & Brill LLP as counsel. STONEMOR PARTNERS: Late-Filing of Form 10-K Triggers NYSE Notice ---------------------------------------------------------------- StoneMor Partners L.P. received a notice from NYSE Regulation, Inc. on April 3, 2018, indicating that the Partnership is not currently in compliance with the NYSE's continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017. The Partnership had noted in a press release issued on March 29, 2018 that it expected to receive this notice. The Partnership previously filed a Form 12b-25 with the U.S. Securities and Exchange Commission on March 19, 2018 to extend the due date for its 2017 Form 10-K from March 16, 2018, the date on which such report initially was due, to April 2, 2018. The time needed to complete the filing of the Partnership's Annual Report on Form 10-K for the year ended Dec. 31, 2016 and the Form 10-Q Reports for the first three quarters of 2017 had impacted the preparation of the 2017 Form 10-K. As a result, the Partnership was unable to file the 2017 Form 10-K by April 2, 2018. In accordance with NYSE procedures, the Partnership has contacted the NYSE to discuss the status of the 2017 Form 10-K and issued the March 29, 2018 press release that, among other matters, discussed the filing delinquency. As set forth in the notice, under NYSE rules, the Partnership will have six months from March 16, 2018 to file the 2017 Form 10-K with the SEC. The Partnership can regain compliance with the NYSE's continued listing requirements at any time during this six-month period by filing the 2017 Form 10-K with the SEC. The Partnership intends to file the 2017 Form 10-K as soon as reasonably practicable. If the Partnership fails to file the 2017 Form 10-K within this six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Partnership to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant. Under NYSE rules, the Partnership's common units will remain listed on the NYSE under the symbol "STON" with an "LF" Director Re-election On April 4, 2018, the Board of Directors of StoneMor GP LLC, the general partner of the Partnership, re-elected Allen R. Freedman and Howard L. Carver as directors, to serve until the earlier to occur of the filing by the Partnership of the 2017 Form 10-K with the SEC or the close of business on May 1, 2018. Messrs. Freedman and Carver had previously served as members of the Board and its Audit Committee until April 2, 2018, and the Board concluded that it was in the best interests of the General Partner and the Partnership to re-elect them to the Board for this interim period. Mr. Freedman, age 78, served on the Board from the Partnership's formation in April 2004 until April 2, 2018, and had served as a director of Cornerstone Family Services, Inc. from October 2000 through April 2004. Mr. Freedman is a graduate of Tufts University and the University of Virginia School of Law. In addition to serving on boards of public companies, Mr. Freedman is a private investor. Mr. Freedman retired in July 2000 from his position as Chairman and Chief Executive Officer of Fortis, Inc., a specialty insurance company that he started in 1979. He continued to serve on the board of Assurant, Inc. (successor to Fortis, Inc.) until May of 2011. He was previously Chairman of the Board of Systems & Computer Technology Corporation until 2004 and Indus, Inc. until 2007. He retired as a trustee of the Eaton Vance Mutual Funds Group in 2014, where he served on the Governance and Portfolio Management Committees. Mr. Freedman has served on the board of a number of charitable organizations including the Philadelphia Orchestra, the United Way of New York and the board of Opera America, the service organization for over 100 opera companies in the United States, Canada and Europe. He currently serves on the Investment Committee of Phi Beta Kappa Society. He is also a founding director of the Association of Audit Committee Members, Inc. Mr. Freedman brings to the Board extensive financial and operational experience, knowledge of audit practices, and investment and risk management expertise, as well as leadership skills and strategic advice. Mr. Carver, age 73, served on the Board from August 2005 until April 2, 2018. Mr. Carver retired in June 2002 from Ernst & Young, LLP. During his 35-year career with the firm, Mr. Carver held a variety of positions in six U.S. offices, culminating with the position of managing partner responsible for the operation of the Hartford, Connecticut office. Since June 2002, Mr. Carver has served on the boards of directors of Assurant, Inc. (formerly Fortis, Inc.) and Phoenix National Trust Company (until its sale in April 2004) and was the chair of the Audit Committee for both boards. He currently serves as the Chair of Assurant's Nominating and Corporate Governance Committee and is a member of its Audit Committee. Effective January 2012, Mr. Carver was appointed to the Audit Committee of Pinnacol Assurance, the workers' compensation facility for the State of Colorado, and in January 2013 he was appointed to Pinnacol's board by the Governor of Colorado and currently serves as Chair of the Board and Chair of Pinnacol's Executive Committee. Mr. Carver brings to the Board extensive financial, accounting and audit practices expertise, a keen understanding of financial controls and systems and a significant risk management and governance background. In connection with the re-election of Messrs. Freedman and Carver to the Board, the Board also reconstituted the Audit Committee to consist of Stephen J. Negrotti (Chair), Patricia D. Wellenbach, Martin R. Lautman, Ph.D. and Messrs. Freedman and Carver. Messrs. Freedman and Carver are not expected to serve on any other Board committees, and will participate in the General Partner's standard independent director compensation program. About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 316 cemeteries and 93 funeral homes in 27 states and Puerto Rico. StoneMor is the only publicly traded death care company structured as a partnership. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. For additional information about StoneMor Partners L.P., please visit StoneMor's website, and the investors section, at http://www.stonemor.com. As of Sept. 30, 2017, StoneMor had $1.79 billion in total assets, $1.66 billion in total liabilities and $136.74 million in total partners' capital. StoneMor incurred a net loss of $30.48 million in 2016, a net loss of $23.39 million in 2015 and a net loss of $9.78 million in 2014. * * * As reported by the TCR on April 6, 2018 S&P Global Ratings affirmed its 'CCC+' corporate credit rating on StoneMor Partners L.P. S&P said, "The rating affirmation reflects our expectation that the company can generate operating cash flow of approximately $25 million in 2018 to support operating needs for at least another year. SUNPRO SOLAR: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Sunpro Solar Inc. dba SunPro Solar 31705 Central Street Wildomar, CA 92595 Business Description: Sunpro Solar -- http://www.sunpro-solar.com -- offers the newest in solar module technology to residential and commercial clients. Headquartered in Wildomar, California, the Company designs and installs solar power system. Chapter 11 Petition Date: April 17, 2018 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 18-13196 Judge: Hon. Mark S Wallace Debtor's Counsel: Robert B. Rosenstein, Esq. ROSENSTEIN & ASSOCIATES 28600 Mercedes St Ste 100 Temecula, CA 92590 Tel: 951-296-3888 Fax: 951-296-3889 Email: robert@thetemeculalawfirm.com Total Assets: $1.04 million Total Liabilities: $937,475 The petition was signed by Adam Joshua Evans, 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/cacb18-13196.pdf TJARNEL INC: Permitted to Use Cash Collateral on Interim Basis -------------------------------------------------------------- The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas, at the behest of Tjarnel, Inc., has approved the use of cash collateral on an interim basis. The use of cash collateral will be approved on a going-forward basis in these Chapter 11 proceedings, subject only to modification upon motion and for cause, and/or the terms of a confirmed Plan of Reorganization, unless an objection to such use is filed after notice of the Interim Order. Any parties in interest who wish to object to the terms set forth for cash collateral use are required to file their objections before May 3, 2018 and appear to in Court to be heard thereon on May 10, 2018 at 10:00 a.m. Tjarnel's indebtedness to J.P. Morgan Chase Bank and ServPro Industries, Inc. are secured by cash equivalents including accounts receivable and inventory as well as their proceeds. Accordingly, Tjarnel may use the cash collateral of Chase Bank and ServPro subject to these conditions: (a) Chase Bank and ServPro on an interim basis are awarded replacement liens upon Tjarnel's cash equivalents with the same priority and validity that existed pre-petition; (b) Tjarnel will confine its use of the cash collateral to the ordinary course of business and according to the proposed interim budget, with a permitted variance not to exceed 15% per line or, alternatively, 15% overall. The 30-day budget provides total expenses of $28,695; (c) Tjarnel will timely and properly file Monthly Operating Reports according to the Guidelines for Debtors-in-possession promulgated by the Office of the U.S. Trustee; (d) Tjarnel will keep the aggregate value of the cash collateral at the appropriate level which existed on Petition Date; and (e) Tjarnel will keep in force appropriate insurance upon its operations and upon Chase Bank's and ServPro's fixed collateral at all times during this case. A full-text copy of the Order is available at http://bankrupt.com/misc/txwb18-30451-28.pdf About Tjarnel, Inc. Tjarnel, Inc. has been in business performing industrial and domestic cleaning and acid remediation services in El Paso, Texas for 19 years. Tjarnel filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-30451), on March 19, 2018. Tjarnel is represented by: E.P. Bud Kirk, Esq. 600 Sunland Park Drive Bldg. Four, Suite 400 El Paso, TX 79912 Telephone: (915) 584-3773 Facsimile: (915) 581-3452 Email: budkirk@aol.com TOTAL DIAGNOSTIX: Taps Forshey & Prostok as Legal Counsel --------------------------------------------------------- Total Diagnostix Labs, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Forshey & Prostok, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation and documentation of financial agreements, debt restructuring and related transactions; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Jeff Prostok $625 Other Attorneys $425 - $475 Legal Assistants $175 - $225 Forshey received a retainer in the sum of $100,000 from the Debtor prior to the petition date. The firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Forshey can be reached through: Jeff P. Prostok, Esq. Matthias Kleinsasser, Esq. Forshey & Prostok, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 Fax: 817-877-4151 Email: mkleinsasser@forsheyprostok.com Email: jprostok@forsheyprostok.com About Total Diagnostix Labs Total Diagnostix Labs, LLC, operates a diagnostic center in Forth Worth, Texas. Total Diagnostix Labs sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-40938) on March 7, 2018. In the petition signed by CEO Alan D. Meeker, the Debtor estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Russell F. Nelms presides over the case. TOWN SPORTS: S&P Raises Corp. Credit Rating to 'B-', Outlook Stable ------------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on New York City-based Town Sports International Holdings Inc. to 'B-' from 'CCC+'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured credit facility, consisting of a $45 million revolving credit facility maturing in November 2018 and a $325 million ($199.4 million outstanding) term loan due November 2020, to 'B-' from 'CCC+', in line with the raised corporate credit rating. We also revised the recovery rating to '3' from '4', reflecting an increased valuation from recent cash-financed acquisitions. The '3' recovery rating reflects our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. "The upgrade reflects our forecast for revenue growth, modest EBITDA margin improvement, and a sustained improvement in lease-adjusted debt to EBITDA in the mid-4x area through 2019. As a result of sustained expected improvement in operating performance and leverage, the upgrade also reflects our beliefs that a specific near-term default scenario is no longer plausible, that the risk of another distressed debt restructuring is remote, and that the company will likely be successful in refinancing its credit facility prior to the revolver's November 2018 maturity date. Operating trends have improved, and we believe the company could continue to stabilize its core business, grow revenue and EBITDA through acquisitions without significantly increasing leverage, and continue exercising effective cost management. Nevertheless, we believe the company's core business remains vulnerable to increasing competition over the long term, which is why we only raised the rating one notch. "The stable outlook reflects our expectation that Town Sports will have good operating performance, with growing revenue and EBITDA as a result of improving same-store sales trends and the continued use of free cash flow for acquisitions. This should enable the company to modestly reduce leverage through EBITDA growth. "Although unlikely, we could lower the rating if the company's operating performance meaningfully deteriorates to the point where a specific, near-term default scenario becomes plausible. We could also consider a downgrade if we believe the company's debt trading lower could lead it to pursue another distressed debt restructuring similar to the one in 2015. "We could consider raising the ratings again if we believe Town Sports will grow revenue and EBITDA through positive same-store sales growth and by using free cash flow for acquisitions to the point where the company would sustain our measure of lease-adjusted leverage below 5x, incorporating potentially high EBITDA volatility and debt-funded acquisitions." TWIFORD ENTERPRISES: Bank Seeks to Prohibit Cash Collateral Use --------------------------------------------------------------- Rolling Hills Bank and Trust requests the U.S. Bankruptcy Court for the District of Wyoming to prohibit Twiford Enterprises, Inc. from using any post-petition revenues, rents or any other cash collateral without either a written stipulation and budget consented to by the Bank or a Court Order approving the same. As of February 23, 2018, the Debtor owed Rolling Hills Bank no less than $5,402,208 in principal and interest under five promissory notes, plus continuing interest since that time accruing at a rate of no less than $2,698.48 per day. Rolling Hills Bank is secured by substantially all of Debtor's assets. Rolling Hills Bank asserts that any and all revenues and cash arising from Debtor's operations are Bank's cash collateral. Prior to maturity of the Notes, the Debtor deposited all rents and cattle proceeds in an account at Rolling Hills Bank. But commencing in October 2017, upon maturity and default, the Debtor ceased depositing rents and cattle sale proceeds in it its account at Rolling Hills Bank and started depositing proceeds in an Account at Farmer's Bank in Ault, Colorado. As such, Rolling Hills Bank no longer has any way of tracking its cash collateral. The Debtor represented to Rolling Hills Bank that it owned 1,974 head of cattle including Steers, Heifers, and Cull Cows -- this number is contained on the marketing plan signed by Jack Twiford. According to Debtor's Schedule, the Debtor now owns only 1219 head of cattle including 459 Yearling Heifers. Rolling Hills Bank is concerned of this is drop of 755 head of cattle in less than 90 days. But Debtor has not responded to Rolling Hills Bank's requests for an explanation of the disappearance of 30 calves and has not made any payments to the Bank since the December 12, 2017. Rolling Hills Bank asserts that the Debtor has neither sought consent nor a court order approving use of cash collateral. In fact, on March 20, 2018, counsel for Rolling Hills Bank contacted counsel for Debtor and requested a cash collateral budget. However, counsel for Debtor stated that there was no cash collateral being used by Debtor. Rolling Hills Bank finds this highly questionable because it would be nearly impossible for the Debtor to run a ranching operation of this size without using some cash resources and the Debtor only listed cash in the amount of $1,202. If the Debtor is not using any of its cash, it must be presumed Debtor is incurring additional debt and subjecting Rolling Hills Bank's collateral to competing interests in the form of potential liens by Agisters or others. The Debtor's Schedule lists a Cattle Management Agreement for Care and Pasturing of approximately 500 head of cattle with John Twiford. Rolling Hills Bank also believes that prior to the Petition Date, the Debtor may have entered into grazing leases or cattle management agreements using the Real Property Collateral, with insiders of Debtor -- specifically, two of Debtor's officers, directors and shareholders, Thomas Twiford and Patricia Twiford -- collecting, and continues to collect, rent and revenues from the Insider Lessees in an undisclosed amount. Rolling Hills Bank asserts that any payments made to Debtor on these agreement are Rolling Hills Bank's cash collateral and must be segregated. Thus, Rolling Hills Bank also requires the Debtor to provide for immediate accounting of all post-petition rents and revenues. According to Debtor's List of Equity Security Holders, the Insider Lessees collectively own 2800 shares of common stock of Debtor, representing 28% of the equity interests in Debtor. Further, pursuant to the Statement of Financial Affairs, Thomas Twiford is the President of the Debtor and pursuant to recent filings of Debtor, Patricia Twiford and Thomas Twiford are officers and directors of Debtor. In addition, Rolling Hills Bank believes that Debtor may have other grazing leases which generate rents and revenues from use of the Real Property Collateral. These rents and revenues constitute Rolling Hills Bank's cash collateral under its recorded liens and perfected security interests. Finally, it appears that the Debtor has sold or disposed of 755 head of cattle since it furnished Rolling Hills Bank with its December 12, 2017 marketing plan. About Twiford Enterprises Twiford Enterprises, Inc. is a privately held company in Glendo, Wyoming in the crop farming industry. The Company owns in fee simple 2870 acres of land and buildings located at 642 Horseshoe Creek Road Glendo, Wyoming having an appraised value of $4.65 million. Its gross revenue amounted to $2.23 million in 2017 and $2.38 million in 2016. Twiford Enterprises, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Wyo. Case No. 18-20120) on March 9, 2018. In its petition signed by its secretary, Jack Twiford, the Debtor disclosed total assets of approximately $7.68 million and $6.49 million in total debts. The Debtor hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as counsel. The Hon. Cathleen D. Parker is the case judge. UNITED CONTINENTAL: S&P Raises CCR & Sr. Unsec. Debt Rating to 'BB' ------------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on United Continental Holdings Inc. and United Airlines Inc. to 'BB' from 'BB-'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on United Continental's senior unsecured debt to 'BB' from 'BB-' and revised the recovery rating to '3' from '4'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in a hypothetical default scenario. "We also raised our issue-level rating on United Airlines' secured bank revolving credit facility and term loans to 'BBB-' from 'BB+'. The '1' recovery rating remains unchanged, indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery in a hypothetical default scenario. "Additionally, we raised our issue-level ratings on most of United Airlines' enhanced equipment trust certificates (EETCs; including those originally issued by Continental Airlines Inc., which was merged into United) by one notch, except in certain cases where we judged that the deterioration in their collateral coverage offset the higher corporate credit rating (Continental Airlines series 1999-2A1, 1999-2B, and 2012-1A) or where the current rating is capped by our rating on the associated liquidity provider under our counterparty criteria (Continental Airlines series 2001-1A1, 2010-1A, and 2012-2A; United Airlines Inc. series 2013-1A, 2014-1A, 2014-2A, 2015-1AA, and 2015-1A). In these cases, we affirmed the existing issue-level ratings. We also raised our issue-level ratings by two notches in select cases where we believed that the EETCs' collateral coverage had improved materially (Continental Airlines series 1998-3A1, 1999-1A, and 1999-1B). "United Continental has gradually closed an operating performance gap against its close peer large U.S. network airlines, and we believe that its credit measures support a higher rating. United Continental's adjusted EBITDA margin of 22.0% in 2017 compares well with American Airlines Group's 20.4% margin and Delta Air Lines' 24.0%. The company's other peer airlines in the Americas include Air Canada (18.2% margin in 2017) and LATAM Airlines Group S.A. (22.9%). United's FFO-to-debt ratio--a core ratio for airlines--has remained in the high 20% area for several years (27.5% last year), which is well above American's 17.4%, and we expect it to post similar results this year and next. United Continental endured a series of well-publicized setbacks that have raised uncertainty about its future performance, including its CEO's illness and subsequent leave of absence, a challenge from dissident shareholders that led to a turnover of the Board of Directors, the appointment of a new president and chief financial officer, and various customer service-related incidents. However, the company's performance on customer-related statistics tracked by the U.S. Department of Transportation, such as customer complaints, late arrivals, and lost bags, has steadily improved and is now in the middle of the range overall. Like other airlines, United Continental will likely face higher fuel prices this year, though we believe that it will partly offset the increased costs with higher fares. We project that the company's earnings will be modestly lower than last year, though its FFO-to-debt ratio should remain around the same level as in 2017. We expect that United's earnings will be somewhat higher in 2019. "The stable outlook on United Continental reflects our expectation that the company will post modestly lower earnings in 2018 as higher fuel prices outweigh its revenue improvements. Still, we foresee that the company's FFO-to-debt ratio will remain in the high 20% area as its FOCF-to-debt ratio rises into the mid-teens percent area on reduced capital spending and share repurchases. "Although unlikely, we could lower our ratings on United Continental over the next 12 months if its FFO-to-debt ratio falls consistently below 20% and its FOCF-to-debt ratio declines below 10%. This could occur if jet fuel prices rise significantly and United Airlines is unable to raise its fares to offset the increase, or if the company adopts a materially more aggressive financial policy. For example, we estimate that this could occur if crude oil prices increase to around $75 per barrel (West Texas Intermediate) and United Airlines raises its passenger revenue per ASM by only 1%-2% in response. "Although unlikely, we could raise our ratings on United Continental over the next 12 months if it generates FFO-to-debt of consistently above 35% and a FOCF-to-debt ratio of more than 15%. This could occur if U.S. airline industry pricing improves by more than we expect, if United Continental's growth plan and non-fuel cost initiatives are more successful than we currently anticipate, or if the company adopts a more conservative financial policy and materially reduces its debt." VACA BRAVA: May 2 Hearing on Plan and Disclosure Statement ---------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico conditionally approved Vaca Brava Old San Juan LLC's amended disclosure statement to accompany its amended plan filed on March 21, 2018. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. any objection to the final approval of the Amended Disclosure Statement and/or the confirmation of the Amended Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Amended Disclosure Statement and the confirmation of the Amended Plan will be held on May 2, 2018 at 09:00 A.M. at the U.S. Bankruptcy Court, Jose V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. Holders of Class 1 - Unsecured convenience class pursuant to 11 U.S.C. Section 1122 for claims that are under or equal to $5,000 will receive a lump-sum distribution of $5,000.00 on the Effective Date of the Plan. Each claim holder under this class will receive pro-rata distributions, as per the allowed amounts. Based on the current allowed amounts, each claim holder in this class will receive approximately 8.37% of the allowed amount. Any change in the allowed amounts may change the actual distribution percentage, but it will be nevertheless the same to all of them. Holders of Class 2 - Unsecured convenience class pursuant to 11 U.S.C. Section 1122 for claims that are over $5,001 will get $500.00 monthly for a 5-year period. Each claim holder under this class will receive pro-rata distributions, as per the allowed amounts. Based on the current allowed amounts, each claim holder in this class will receive approximately 10.18% of the allowed amount. Any change in the allowed amounts may change the actual distribution percentage, but it will be nevertheless the same to all of them. Equity Interest Holders -- Mr. Juan C. Cintron and Mrs. Lisandra Hernandez -- are the equity interest holders and will receive no distribution under the reorganization plan. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb15-09087-311.pdf About Vaca Brava Vaca Brava Old San Juan LLC operates a restaurant business located in the vicinity of Old San Juan, which is a vivid and highly busy area visited by many tourists and locals alike. Vaca Brava Old San Juan filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-09787) on Dec. 10, 2015, estimating its assets and liabilities at between $100,001 and $500,000 each. Javier Vilarino, Esq., at Vilarino & Associates LLC serves as the Debtor's bankruptcy counsel. WALL STREET THEATER: Taps CohnReznick as Auditor ------------------------------------------------ Wall Street Theater Company, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire an auditor. The Debtor proposes to employ CohnReznick to audit its books and records and schedule of values, and pay the firm a flat fee of $13,000. John Lanza, a partner at CohnReznick, disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John D. Lanza CohnReznick 350 Church Street, 12th Floor Hartford, CT 06103 Phone: 959-200-7000 About The Wall Street Theater The Wall Street Theater, listed in the National Register of Historic Places, has re-emerged as a 501c3 non-profit organization, whose mission is to provide diverse programming and promote arts education, thereby enriching the cultural life of the greater Norwalk community. The Wall Street Theater -- https://www.wallstreettheater.com/ -- adopts its moniker from its location and its mission from its history, combining live shows, interactive entertainment, cinema, digital production, art space and a community arena in which to play. Wall Street Theater Company, Inc., and affiliates Wall Street Master Landlord, LLC and Wall Street Managing Member, LLC, filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 18-50132) on Feb. 4, 2018. In the petitions signed by Suzanne Cahill, president, the WS Theater Company and WS Master Landlord had $1 million to $10 million in assets and $10 million to $50 million in liabilities while WS Managing Member estimated less than $50,000 in assets and $10 million to $50 million in liabilities. Judge Julie A. Manning is the case judge. The Debtor tapped Green & Sklarz, LLC, as its legal counsel; R.J. Reuter, LLC as financial advisor; and Wellspeak, Dugas & Kane, LLC as real estate appraiser and consultant. WESTMORELAND COAL: Appoints New Principal Accounting Officer ------------------------------------------------------------ Nathan Troup, Westmoreland Coal Company's controller and chief accounting officer, has resigned from his position at the Company in order to pursue another opportunity. To assist with an orderly transition, Mr. Troup is expected to remain with the Company until April 20, 2018. Mr. Troup's resignation was not the result of any disagreement with the Company, according to a Form 8-K filed by Westmoreland with the Securities and Exchange Commission. On April 12, 2018, the Company appointed Scott Henry, 43, as controller and principal accounting officer. Mr. Henry was senior director of corporate accounting at the Company and was appointed controller and principal accounting officer at the Company's affiliate, Westmoreland Resource Partners, LP, on July 28, 2017. Prior to joining the Company on Nov. 7, 2016, Mr. Henry served as vice president of finance for Right Start, formerly a wholly-owned subsidiary of Liberty Interactive Corp., for seven years. Mr. Henry has also held senior leadership positions within DIRECTV and KB Home after beginning his career as a financial auditor with PricewaterhouseCoopers LLP. Mr. Henry holds a Master of Accounting and a Bachelor of Science in Accountancy from the University of Denver. There are no agreements, arrangements, relationships or transactions between the Company and Mr. Henry required to be disclosed under Items 401 or 404(a) of Regulation S-K. In connection with his appointment, Mr. Henry will receive a base salary of $215,000 and participate in the Company's incentive compensation plan, with a target bonus of 58%. Additionally, Mr. Henry entered into a letter agreement with the Company in which he will receive a one-time cash payment of 58% of base salary, prorated for three fiscal quarters of service during fiscal year 2018. Under the Letter Agreement, Mr. Henry is required to repay the after tax value of the Bonus if his employment is terminated before Dec. 31, 2018 for any reason other than (i) if he resigns with Good Reason, (ii) is terminated by the Company without Cause or (iii) upon death or disability. About Westmoreland Coal Based in Englewood, Colorado, Westmoreland Coal Company -- http://www.westmoreland.com/-- is an independent coal company based in the United States. The Company produces and sells thermal coal primarily to investment grade utility customers under long-term, cost-protected contracts. Its focus is primarily on mine locations which allow it to employ dragline surface mining methods and take advantage of close customer proximity through mine-mouth power plants and strategically located rail transportation. At Dec. 31, 2017, the Company's U.S. coal operations were located in Montana, Wyoming, North Dakota, Texas, New Mexico and Ohio, and its Canadian coal operations were located in Alberta and Saskatchewan. The Company sold 49.7 million tons of coal in 2017. Westmoreland Coal reported a net loss applicable to common shareholders of $71.34 million for the year ended Dec. 31, 2017, compared to a net loss applicable to common shareholders of $27.10 million for the year ended Dec. 31, 2016, and a net loss applicable to common stockholders of $213.64 million for the year ended Dec. 31, 2015. As of Dec. 31, 2017, Westmoreland Coal had $1.38 billion in total assets, $2.13 billion in total liabilities and a total deficit of $743.44 million. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Ernst & Young LLP stated that the Company has a substantial amount of long-term debt outstanding, is subject to declining industry conditions that are negatively impacting the Company's financial position, results of operations, and cash flows, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. * * * In March 2016, Moody's Investors Service downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. The downgrade reflects Moody's expectation that the Company's leverage metrics and cash flow generation will continue to be under stress due to the headwinds facing the coal industry. In March 2018, S&P Global Ratings lowered its issuer credit rating on Westmoreland Coal Co. to 'CCC-' from 'CCC' and placed all of its ratings on the company on CreditWatch with negative implications. "The rating downgrade reflects our view that Westmoreland Coal Co. (WLB) could breach its fixed charge coverage in the next three to six months. This would cause a cross default with its term loan and senior notes that would become immediately due. Westmoreland has a $321 million term loan that matures in December 2020, and $350 million of senior secured notes that mature in January 2022," S&P said, according to a TCR report dated March 13, 2018. WESTMORELAND RESOURCE: Nathan Troup Quits as Interim CFO -------------------------------------------------------- Nathan Troup, Westmoreland Resource Partners, LP's interim chief financial officer, resigned from his position at the Partnership in order to pursue another opportunity. To assist with an orderly transition, Mr. Troup is expected to remain with the Partnership until April 20, 2018. Mr. Troup's resignation was not the result of any disagreement with the Partnership, according to a Form 8-K filed with the Securities and Exchange Commission. About Westmoreland Resource Based in Englewood, Colorado, Westmoreland Resource Partners, LP (NYSE: WMLP) -- http://www.westmorelandMLP.com/-- is a low-cost producer of high-value thermal coal to large electric utilities with coal-fired power plants under long-term coal sales contracts. The Company also markets to industrial users, and is the largest producer of surface mined coal in Ohio. Westmoreland Resource reported a net loss of $31.75 million on $315.6 million of revenues for the year ended Dec. 31, 2017, compared to a net loss of $31.58 million on $349.3 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Westmoreland Resource had $347.4 million in total assets, $409.03 million in total liabilities and a total company deficit of $61.63 million. Ernst & Young LLP, in Denver, Colorado, the Partnership's auditor since 2015, issued a "going concern" opinion its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Partnership does not currently have liquidity or access to additional capital sufficient to pay off its term loan debt by its maturity date, and has stated that substantial doubt exists about the Partnership's ability to continue as a going concern. WHISPERTEXT LLC: Public Auction Sale Set for May 11 --------------------------------------------------- WhisperText Investment LLC ("secured party") will offer at public auction sale and disposition of collateral consists of all rights title and interests of WhisperText Inc. on May 11, 2018, at 10:00 p.m (PDT), at the offices of Stradling Yocca Carlson & Rauth, P.C., 100 Wilshire Blvd., 4th Floor, Santa Monica. Reference is made to the latter dated Nov. 27, 2017, the letter dated Feb. 14, 2018, dated Nov. 30, 2015, between the secured party and WhisperText Inc. and the related financing documents. Pursuant to the secured debt documents, the secured party was granted a security interest in the collateral. WhisperText Inc. is obligated to the secured party under the secured debt documents for payment of principal, interest and other obligations, and any other amounts due and owing under the secured debt documents, in the amount of no less than $8.1 million, plus attorneys fees and costs of collection and enforcement. All parties that intend to bid at the sale must provide to the secured party a cash deposit or a letter of credit in the amount of $50,000, which must be received by the secured party on or before 5:00 p.m. (PDT) on May 4, 2018, WhisperText Inc. is entitled to an accounting of the unpaid indebtedness secured by the collateral. The company may request an accounting by contacting: James O. Thoma, Esq. Stradling Yocca Carlson & Rauth PC Counsel for secured party 100 Wilshire Blvd., 4th Floor Santa Monica, CA 90401 Tel: (424) 214-7000 Fax: (424) 214-7010 E-mail: jthoma@sycr.com Based in Venice, California, WhisperText, Inc., provides an online platform for users to communicate and interact with one another. WJDDDS LLC: Taps Haller & Colvin as Legal Counsel ------------------------------------------------- WJDDDS, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire Haller & Colvin, PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Haller & Colvin does not hold any interests adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Daniel J. Skekloff, Esq. Scot T. Skekloff, Esq. Lindsey C. Swanson, Esq. Haller & Colvin, PC 444 E. Main Street Fort Wayne, IN 46802 Tel: (260) 426-0444 Fax: (260) 422-0274 E-mail: dskekloff@hallercolvin.com E-mail: sskekloff@hallercolvin.com E-mail: lswanson@hallercolvin.com About WJDDDS LLC WJDDDS, LLC, which conducts business under the name Downie Family Dentistry, operates a dental clinic in New Haven, Indiana. WJDDDS sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-10557) on April 5, 2018. In the petition signed by William J. Downie, member, the Debtor disclosed $3.22 million in assets and $1.84 million in liabilities as of March 29, 2018. Judge Robert E. Grant presides over the case. WOODLAWN GROUP: Iron Horse Accepting Bids for Charlotte Property ---------------------------------------------------------------- Iron Horse Auction Company will open the bidding of a commercial property in Charlotte, North Carolina, owned by Woodlawn Group LLC, on April 30, 2018. The bidding, which is being done online, will close May 7 at 2 p.m. According to Iron Horse, the bid center location is at: Embassy Suites Hotel 4800 South Tryon Street Charlotte, NC 28217 Salon A Meeting Room The property consists of: 3.885+/- Acres of Commercial Property located at 232 West Woodlawn Road in Charlotte, NC Mecklenburg County Parcel 16903306 Zoned I-1 Deeded R-O-W from Woodlawn Rd. with frontage to I-77 There will be a 10% Buyer's Premium added to the final bid price to determine the final contract purchase price. To verify that the credit card used for registration is valid, the bidding platform requires a $100.00 authorization hold be placed on credit cards in order to register to bid. This charge will be removed within a 24-hour time period after registration. The property is being sold by order of A. Cotten Wright, United States Bankruptcy Trustee for Woodlawn Group. An involuntary Chapter 7 bankruptcy petition was filed against Woodlawn Group, LLC (Bankr. W.D.N.C. Case No. 17-31657) on October 10, 2017. Judge J. Craig Whitley presides over the case. Ward and Smith, P.A. is the petitioning creditor. It is represented by: Paul A. Fanning, Esq. Ward and Smith, P.A. 120 West Fire Tower Road Post Office Box 8088 Greenville, NC 28735-8088 Tel: (252) 215-4000 Fax: (252) 215-4077 E-mail: paf@wardandsmith.com - and - Lance P. Martin, Esq. Ward and Smith, P.A. Post Office Box 2020 Asheville, NC 28802-2020 Tel: (828) 348-6070 Fax: (828) 348-6077 Email: lpm@wardandsmith.com The Chapter 7 trustee may be reached at: Anna Cotten Wright Grier, Furr & Crisp, PA 101 N. Tryon St., Suite 1240 Charlotte, NC 28246 Tel: (704)332-0207 Email: cwright@grierlaw.com She is represented by her own firm: Anna S. Gorman, Esq. Grier, Furr, & Crisp PA 101 North Tryon St., Suite 1240 Charlotte, NC 28246 Tel: (704) 375-3720 Fax: (704) 332-0215 Email: agorman@grierlaw.com Interested parties Sanjay Mundra and Dicky Walia are both represented by: JOHN A NORTHEN, Esq. Northen Blue LLP P O Box 2208 Chapel Hill, NC 27515-2208 Tel: 919-968-4441 Fax: 919-942-6603 Email: jan@nbfirm.com WOOTON GROUP: Taps Jones Lang LaSalle as Real Estate Broker ----------------------------------------------------------- Wooton Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a real estate broker. The Debtor proposes to employ Jones Lang LaSalle Brokerage Inc. in connection with the sale or lease of its real property located at 3001 Navone Road, Stockton, California. Jones will get a 5% commission for its services. The price for the property is $7.999 million. Tim Mustin, vice-president of Jones and the real estate broker who will be providing the services, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Jones can be reached through: Tim Mustin Jones Lang LaSalle Brokerage Inc. 400 Capitol Mall, Suite 1560 Sacramento, CA 95814 Phone: 916-491-4333 / +1 209-390-1687 Fax: 916-443-4758 Email: tim.mustin@am.jll.com About Wooton Group Wooton Group, LLC, is a California limited liability company formed in 1996 which owns and manages real property. Wooton Group first sought bankruptcy protection (Bankr. C.D. Cal. Case No. 12-31323) in June 2012. Wooton Group again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11727) on Feb. 16, 2018. In its petition signed by Mark Slotkin, managing member, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Neil W. Bason presides over the case. Leslie Cohen Law, PC, is the Debtor's legal counsel. WORLD VIEW: U.S. Trustee Forms 3-Member Committee ------------------------------------------------- The U.S. Trustee for Region 9 on April 16 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of World View International Trade LLC. The committee members are: (1) Lori Dixon/Steven Gentry Rye Gentry Trucking, Inc. 4011 Lonyo Detroit, MI 48210 Phone: 313.843.2588 Email: lorid@ryegentry.com Email: RGT01@comcast.net (2) Steven L. Schneider President WSR Certified Public Accountants, P.C. P.O. Box 2389 Ann Arbor, MI 48106-2389 Phone: 734.662.2522 Email: sschneider@wsr-cpa.com (3) Robert D. Goldstien Katz's Hide Co., d/b/a Flint Hide Co. 1902 Cambridge St. Flint, MI 48503 Phone: 810.459.7325 Email: rgoldstein@garanlucow.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 World View International World View International Trade LLC -- http://worldviewexport.com/ -- is a limited liability company headquartered in Ann Arbor, Michigan. World View was launched in 2011 with the goal of providing beef hides to Asian markets for further refinement into semi-finished and finished goods. Initially focused on bulk container shipments, World View now directly services individual meat processors, butchers and locker plants around the country with daily pickup service, while still maintaining its commitment to bulk shipment suppliers. Direct Export Management now provides over 100 local meat processors from all over the country with the most direct route to Asian tanneries. World View International Trade filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-41982) on Feb. 16, 2018. In the petition signed by Jeffrey Wilkerson, manager, the Debtor estimated at least $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Phillip J. Shefferly. Donald C. Darnell, Esq., is the Debtor's counsel. ZERO ENERGY: JK Design Appointed as New Committee Member -------------------------------------------------------- The U.S. Trustee for Region 12 on April 16 appointed JK Design as new member of the official committee of unsecured creditors in the Chapter 11 case of Zero Energy Systems, LLC. JK Design can be reached through: Jason Kuglin JK Design P.O. Box 336823 Greeley, CO 80633 Phone: (208) 794-3392 Email: Jason.jkdesign@gmail.com The bankruptcy watchdog had earlier appointed Consulting Engineers Corp., Iowa Motor Truck Transport, Inc. and the City of Coralville in Iowa, court filings show. About Zero Energy Systems Zero Energy Systems, LLC -- 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 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. Bradshaw, Fowler, Proctor & Fairgrave PC is the Debtor's counsel. CohnReznick Capital Markets Securities, LLC, is the investment banker. ********* 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. 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