/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180424.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 24, 2018, Vol. 22, No. 113 Headlines 07-005 ARTOIS: Taps Timothy P. Thomas as Legal Counsel 500 NORTH AVENUE: New Plan to Pay Unsecureds $350K Over 84 Months 550 SEABREEZE: U.S. Trustee Unable to Appoint Committee 628 BROADWAY: Taps Group Twenty 26 as Realtor ALBANY EYE PHYSICIANS: Hires Nolan & Heller as Counsel ALL STAR MEDICAL: Monthly Payment to TCF Equipment Raised to $345 ATLANTA GROTNES: $1.3M Sale of Atlanta Property to The Renee Okayed AUTO MASTER EXPRESS: Taps Carlos Alberto Ruiz as Legal Counsel BAERG REAL PROPERTY: Grand Solution Did Not Breach Contract BAL HARBOUR: DOJ Watchdog Seeks Appointment of Trustee BAL HARBOUR: U.S. Trustee Forms 3-Member Committee BAYOU HAVEN: Hires Jones Fussell as Special Counsel BCML HOLDINGS: U.S. Trustee Unable to Appoint Committee BETTYE RIGDON: TLD's Scrap Metal Sale to Install Water Well Okayed BIG GUNS PETROLEUM: Hires Smeberg Law as Counsel BLUFF CREEK: Proposed Public Auction of Equipment Approved BRANWELL INC: U.S. Trustee Unable to Appoint Committee BRINGING GOD'S WORD: Taps Daniels Williams as Legal Counsel CAPROCK OIL: Faces Conversion if Hall Wins Subordination Appeal CAPTAIN TRANSPORT: Proposes to Pay Unsecureds 10% with No Interest CARTHAGE SPECIALTY: Taps Bradley as Fin'l Advisor and Inv. Banker CATCH 22 LINY: Latest Plan Discloses C. Quadrozzi as New Investor CHILDREN'S NETWORK: Taps Florence Bowens as Attorney CKSB LLC: Hires Satish Khosla as Real Estate Agent CLAIRE'S STORES: Files Plan to Exit Chapter 11 Protection CLARK'S FISH: Hires Ashlee Peoples as Kitchen Manager CLARK'S FISH: Hires Brenda Peoples as Mobile Advertiser CLARK'S FISH: Hires John Roush as Maintenance Manager CLARK'S FISH: Hires Lansing Roy as Counsel CLAYTON GENERAL: Files Joint Chapter 11 Plan of Liquidation COBALT INTERNATIONAL: Proceeds from Sale of Assets to Fund Plan COMPREHENSIVE VASCULAR: Proceeds of Exit Financing to Fund Plan CS360 TOWERS: Trustee Selling Condo Unit 1207 to Buehlers for $490K CS360 TOWERS: Trustee's Sale of Condo Unit 1207 for $490K Approved CYN RESTAURANTS: Taps Sound Coaching as Accountant DAVE TAYLOR ELECTRIC: Settlement, Judgment Proceeds to Fund Plan DAVE'S AUTOMOTIVE: Disclosure Statement Gets Court's Final Nod DAVID DUEHN: Proposed Sale of Personal Property $108K Approved DAVID SEMAS: District Court Partly Grants Bids for Summary Judgment DELOS MEGACORE: Taps Forshey & Prostok as Legal Counsel DESTINATION PROPERTIES: U.S. Trustee Unable to Appoint Committee DMP PARTERS: $550K Private Sale of Mesa Property Approved EAST COAST TVS: PPS Seeks Appointment of Chapter 11 Trustee EDIFICE GROUP: Fifth Third to be Paid Monthly at 5% in Latest Plan ELITE INSTALLS: May 23 Plan Confirmation Hearing ELITE RESORTS: Hires ChildersLaw as Counsel ENRIQUE SOLIS: $190K Sale of Crane Property Denied as Moot EPICENTER PARTNERS: Modifications Needed to Confirm CPF Plan EXETER HOLDING: Ct. Narrows Claims in Committee Suit vs Trusts FALINASON INC: Case Summary & 8 Unsecured Creditors FENNER AVENUE: Taps Serruto Law Firm as Legal Counsel FIRSTENERGY SOLUTIONS: Parent, FES Creditors Reach Accord FLORA WEIMERSKRICH: $1.3K Sale of 1995 GMC Pickup to Son Approved FLYING COW: U.S. Trustee Unable to Appoint Committee FOCUS LEARNING: $6.4M Sale of Dallas Land to Trinity Approved GERARD BOEH: Unsecureds to Recoup 100% in 12 Semi-Annual Payments GMB LIGHTING: Hires Van Horn Law as Attorney GREATER CLEVELAND: Case Summary & 17 Unsecured Creditors GREEN OAK: District Ct. Grants National Bank Bid to Dismiss Appeal HARBOR BAR DOCKS: HNB Objects to Disclosures' Omission of Exhibits HARLEM MARKET: Taps Goldberg Weprin as Legal Counsel HARTLAND MMI: Manning's June 2 Auction of Las Vegas Properties OK'd HEALTH DIAGNOSTIC: R. Arrowsmith Naming as Liquidating Trustee OK'd HMH MEDIA: Hires Dexter Hofing as Expert Actuarial Consultant HOUSTON REGIONAL: 5th Cir. Remands Comcast Case to Bankr. Court HRD CORP: Court Allows JW $8,500 Admin Expense INDEPENDENT PORTFOLIO: U.S. Trustee Unable to Appoint Committee INSTITUCION AMOR: U.S. Trustee to Determine Necessity of PCO JERRY DAVIS: $50K Sale of Greensboro Property to Reaches Approved JLC DAYCARE: Hires Michael J. Henny as Disbursing Agent JO-ANN STORES: S&P Rates New $225MM Second-Lien Term Loan 'CCC+' JOHN Q. HAMMONS: Judge Directs U.S. Trustee to Appoint PCO JOHN Q. HAMMONS: Modified JD Plan Discloses Creditors' Allegations JOHNNY CHIMPO: $130K Sale of Liquor License to 3 Wize Men Approved JTJ DESIGN STUDIO: Hires Denis L. Abramowitz as Accountant JTJ DESIGN STUDIO: Hires Morrison-Tenenbaum as Counsel KAPPA DEVELOPMENT: Hires Scialdone Law as Special Counsel KII LIQUIDATING: April 26 Plan Confirmation Hearing LE CENTRE ON FOURTH: Hires Stites & Harbison as Special Counsel LE CENTRE ON FOURTH: U.S. Trustee Unable to Appoint Committee LEVERETTE TILE: $370K Sale of All Assets to Cabinet Depot Approved LINN ENERGY: Dist. Ct. Reverses Order Dismissing Treasurer Suit LONGFIN CORP: Remains Non-Compliant with Nasdaq LUCKY DRAGON: Committee Hires Kolesar as Nevada Co-Counsel MARIANO MENDOZA: $550K Sale of Santa Ana Property Approved MARYLAND FR/PG/ODE/STP: Hires Robert W. Thompson as Counsel MDM PHYSICAL: Hires Solomon CPAs as Financial Advisor MONEY CENTERS: Dist. Ct. Affirms Dismissal of Trustee Suit vs TECI NATIONAL ORTHOPEDICS: U.S. Trustee Unable to Appoint Committee NEW ENGLAND CONFECTIONERY: Case Summary & 20 Unsecured Creditors NEW JERSEY ANTIQUE: $680K Sale of Englishtown Property Approved NINE WEST: Unsecured Creditors' Recovery Unknown Under Ch. 11 Plan OAKLEY GRADING: Hires Barlett & Barnett as Accountant OREXIGEN THERAPEUTICS: Has Deal to Sell to Nalpropion for $75M ORION HEALTHCORP: Hires Hahn & Hessen as Conflict Counsel ORION HEALTHCORP: Taps Mr. Dragelin of FTI as CEO and CRO OYOTOYO INC: Sale of All Assets to Nine Associates Approved PAINTSVILLE INVESTORS: U.S. Trustee Directed to Appoint PCO PANTAGIS DINER: Taps Middlebrooks Shapiro as Legal Counsel PATRIOT NATIONAL: Amends Distribution of Litigation Claims Proceeds PAYROLL MANAGEMENT: Hires Zalkin Revell as Counsel PC USA RE: Creditor GGH Seeks Appointment of Chapter 11 Trustee PC USA RE: U.S. Trustee Unable to Appoint Committee PELICAN REAL: Trustee Hires Seese as Special Counsel PERFORADORA ORO NEGRO: Chapter 15 Case Summary PHOENIX GROUP: Taps Paul Reece Marr as Legal Counsel PIER 1 IMPORTS: S&P Puts 'B' CCR on CreditWatch Negative PINNACLE COS: $1.3M Sale of Sulphur Spring Property to Vititow OK'd PIPER AIRCRAFT: H. Theobald, et al., Suit Barred by GARA PORTABELLA'S INC: May 15 Hearing on Plan Outline Approval PRIMESOURCE BUILDING: S&P Raises 1st-Lien Sec. Term Loan B to 'B+' PRINTXPRESS INC: Hires Robert N. Bassel as Counsel PROVIDENCE WIRELESS: U.S. Trustee Unable to Appoint Committee PUMPKINVINE CAFE: Hires E. Foy McNaughton as Attorney QUAYCO LLC: Unsecured Creditors to Get 15% Dividend Under Plan RADNET INC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable RAVENSTAR INVESTMENTS: Court Allows Lawyer to Withdraw as Counsel REMINGTON OUTDOOR: Hires Lazard Freres as Investment Banker RICARDO C. GONZALEZ: U.S. Trustee Unable to Appoint Committee RICK'S PATIO: Hires Rosenstein & Associates as Counsel ROBERT SPENLINHAUER: Ct. Vacates Order Dismissing Chapter 11 Case ROGER STADTMUELLER: Can Use Up to $15K to Repair Property for Sale ROHRIG INVESTMENTS: Court Narrows Claims in Suit vs Knuckle, et al. SHENGDATECH INC: Court Dismisses MIT, JL Claims vs KPMG-HK SIGEL'S BEVERAGES: Sale of All Assets to Twin Liquors Approved SMF ENERGY: Trustee Hires Ehrenstein Sager as Special Counsel SNOWTRACKS COMMERCIAL: Taps Eustice Laffey as New Legal Counsel STARSHINE ACADEMY: DOJ Watchdog Seeks Appointment of Trustee STILLWATER ASSET: Partial Dismissal of SLL Clawback Suit Affirmed STONE PROJECTS: To Pay Unsecureds $25K in Five Annual Installments SUCCESSFUL ASSET: Hires Trenk DiPasquale as Attorney SUMMIT FINANCIAL: U.S. Trustee Forms 7-Member Committee SUNSET PARTNERS: Trustee's Sale of Personal Property Approved TEXAS MEDICAL PLUS: Court Waives Appointment of PCO TGP HOLDINGS: Hires Stephen R. Wade as Bankruptcy Counsel THOMAS MACK: Bankr. Ct. Must Determine Scope of Automatic Stay U.S. TOMMY: Unsecured Creditors to Recoup 10% of Allowed Claims UNIQUE BAMBOO: U.S. Trustee Unable to Appoint Committee UW OSHKOSH FOUNDATION: Suit Against State Will Go to Trial VAE LLC: Hires Lambert Leser as Attorney VERNON PARK: $25K Sale of Chicago Property to Christ Apostolic OK'd VILLAGE VENTURE: $19K Sale of Garland Property to Wilkersons Okayed W.P. UNDERGROUND: Hires Volk Law Offices as Counsel WESTSHORE LLC: Hires Lambert Leser as Attorney WJA ASSET: $1M Short Sale of Granada Hills Property Approved YONKERS RACING: S&P Ups Corp Credit Rating to 'B+', Outlook Stable ZOHAR III: Deal Reached to Resolve Motion to Dismiss [^] Large Companies with Insolvent Balance Sheet ********* 07-005 ARTOIS: Taps Timothy P. Thomas as Legal Counsel ------------------------------------------------------ 07-005 Artois Business Trust seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire the Law Offices of Timothy P. Thomas, LLC, 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. Thomas will charge $350 per hour for its attorneys and $150 per hour for paralegals. The firm received a pre-bankruptcy retainer in the sum of $10,000. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Thomas can be reached through: Timothy P. Thomas, Esq. Law Offices of Timothy P. Thomas, LLC 1771 E. Flamingo Road, Suite B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 E-mail: tthomas@tthomaslaw.com About 07-005 Artois Business Trust 07-005 Artois Business Trust is a privately-held company in Las Vegas, Nevada, categorized under business trust. 07-005 Artois Business Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-11490) on March 21, 2018. In the petition signed by Peter J. Becker, managing member of Trustee, Mesa Asset Management, LLC, the Debtor disclosed $1.69 million in assets and $298,071 in liabilities. Judge Laurel E. Davis presides over the case. 500 NORTH AVENUE: New Plan to Pay Unsecureds $350K Over 84 Months ----------------------------------------------------------------- 500 North Avenue, LLC filed with the U.S. Bankruptcy Court for the District of Connecticut an eighth amended disclosure statement to accompany its proposed eighth amended plan of reorganization dated March 30, 2018. This latest plan only consists of four classes of claimants. The previous version of the plan consisted of 17 classes. Class 3 unsecured creditors under the eighth amended plan will receive a pro rata distribution of $350,000 over the period of 84 months from the Effective Date. The distribution will be made as follows: (i) semi-annual installments of $25,000 (twice per year) commencing upon the date which is 60 days after the Effective Date of the Plan for a period of 84 months. After the Petition Date, the Company sought a determination from the Court as to the secured status of the liens on its real estate. As a result of the entry of Court orders determining the status of liens on its properties, the stay relief orders entered by the Court regarding the North Avenue Property, Fifth Avenue Property, Barnum Avenue Property, East Main Street Property, and Bridgeport Avenue Property, and its negotiations with secured creditors, the Company's payments to secured creditors have been reduced thereby reducing the Company's monthly operating expenses. The Debtor received rental income after the commencement of this case from the Barnum Avenue Property from written leases with tenants at this property to allow the Debtor to maintain this property and pay all operating expenses relating to this property. As a result of the Stipulated Order, Moutinho, Trustee has agreed to waive all claims against Debtor's estate. The Debtor has obtained commitments from the Equity Holder, Joseph Regensburger, and Account Debtors Red Rose, Inc. and Gus Curcio, Sr. to fund payments totaling $150,000 to the Debtor by the Effective Date of the Plan. The Debtor intends to use these funds on the Effective Date to satisfy (i) a $75,000 payment toward the real property obligations on the James Farm Property; (ii) the initial $36,000 distribution to the Colacurcios; and (iii) all priority claims. In addition to the $150,000 Plan funding commitment, the Debtor intends to fund its Plan payments through an additional equity investment of $100,000 by the Equity Holder, the development of the James Farm Road Property and the collection of receivables from the Account Debtors. The Troubled Company Reporter reported on June 1, 2017 that Class 16 unsecured creditors under the seventh amended plan will receive a pro rata distribution of $700,000 over the period of 120 months from the Effective Date. The distribution will be made as follows: (i) semi-annual installments of $25,000 (twice per year) commencing upon the Effective Date of the Plan for a period of 72 months and (ii) commencing 72 months after the Effective Date of the Plan, in semi-annual installments of $50,000. A copy of the Eighth Amended Disclosure Statement is available at: http://bankrupt.com/misc/ctb14-31094-609.pdf About 500 North Avenue 500 North Avenue, LLC, and Long Brook Station, LLC, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 14-31094 and 14-31095) on June 6, 2014. In the petitions signed by Joseph Regensburger, member, 500 North Avenue estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities; and Long Brook Station estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge Julie A. Manning. Douglas S. Skalka, Esq., at Neubert, Pepe, and Monteith, P.C., is the Debtors' counsel. DeLibro Realty Group, LLC, was appointed as broker. 550 SEABREEZE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of 550 Seabreeze Development LLC as of April 20, according to a court docket. About 550 Seabreeze Development 550 Seabreeze Development LLC is a general contractor located in Fort Lauderdale, Florida. It is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company filed as a Florida limited liability in Florida in September 2003. 550 Seabreeze Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26, 2018. In its petition signed by Kenneth Bernstein, authorized representative, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Raymond B. Ray presides over the case. Genovese Joblove & Battista, P.A., is the Debtor's legal counsel. 628 BROADWAY: Taps Group Twenty 26 as Realtor --------------------------------------------- 628 Broadway, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire a realtor. The Debtor proposes to hire Group Twenty 26 Six in connection with the sale of its property located at 628 Broadway, Paterson, New Jersey. The firm will get a commission of 5% of the sale price. Marco Garofalo, a realtor employed with Group Twenty, 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: Marco Garofalo Group Twenty 26 Six 115 River Road, Suite 103 Edgewater, NJ 07020 Phone: 201.969.2626 Fax: 201.815.2006 E-mail: info@grouptwentysix.com About 628 Broadway 628 Broadway listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 628 Broadway Paterson, NJ 07514. 628 Broadway sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-21047) on May 30, 2017. In the petition signed by Anthony Enrico, president, the Debtor estimated its assets at $500,000 to $1 million and its liabilities at $1 million to $10 million. The case is assigned to the Hon. Stacey L. Meise. David L. Stevens, Esq. at Scura, Wigfield, Heyer, Stevens & Cammarota, LLP, is the Debtor's counsel. ALBANY EYE PHYSICIANS: Hires Nolan & Heller as Counsel ------------------------------------------------------ Albany Eye Physicians & Surgeons, P.C. d/b/a Stasior & Stasior Eye Care, seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Nolan & Heller, LLP, as counsel to the Debtor. Albany Eye Physicians requires Nolan & Heller to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession of the continued operation of the business and management of its property; b. prepare on its behalf as debtor-in-possession necessary applications, answers, reports, orders, disclosure statement, and plan, and other legal papers; c. represent the Debtor in litigation; d. represent the Debtor in various transactional and other legal matters as may be required or desirable; and e. perform all legal services for the Debtor as may be necessary herein. Nolan & Heller will be paid at these hourly rates: Partners $300 Associates $255 The Debtor paid Nolan & Heller a retainer in the amount of $12,000. The firm applied $2,700 as prepetition fees and the $1,717 filing fees. The balance of $7,583 will be held in the firm's trust account. Nolan & Heller will also be reimbursed for reasonable out-of-pocket expenses incurred. Francis J. Brennan, a partner at Nolan & Heller, 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. Nolan & Heller can be reached at: Francis J. Brennan, Esq. NOLAN & HELLER, LLP 39 N Pearl St. Albany, NY 12207 Tel: (518) 320-7803 Albany Eye Physicians & Surgeons, P.C., d/b/a Stasior & Stasior Eye Care, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 18-10626-1) on April 11, 2018. ALL STAR MEDICAL: Monthly Payment to TCF Equipment Raised to $345 ----------------------------------------------------------------- All Star Medical, Inc., filed with the U.S. Bankruptcy Court for the District of Alabama a fourth amended chapter 11 plan of reorganization dated March 30, 2018. Class 1.10 under the fourth amended plan consists of the claim of TCF Equipment Finance aka TCF National Bank in the amount of $18,109.43 and is impaired. TCF is secured by certain medical equipment owned by the Debtor. The Debtor will pay, settle and satisfy this debt by amortizing it over a period 60 months in monthly installments of $345.91 commencing on the Effective Date of the Plan and continuing each month thereafter until the Debt is paid in full. This claim includes interest at 5.5% per annum. This creditor will retain its lien upon this collateral until such time as the debt is paid in full. The previous plan provided that the claim of TCF Equipment Finance in the amount of $15,000. The Debtor will pay the debt by amortizing it over a period of 60 months in monthly installments of 286.52. A full-text copy of the Fourth Amended Plan is available at: http://bankrupt.com/misc/alnb17-82507-11-129.pdf About All Star Medical All Star Medical, LLC -- http://www.allstarmedical.com/-- is a locally owned and operated medical equipment company located in Albertville, Cullman, Huntsville and Madison, Alabama. It is a durable medical equipment company. It provides home medical equipment and medical supplies like respiratory equipment, wheelchairs, hospital beds and medical supplies to patients throughout north Alabama. It has offices in Albertville, Cullman, Huntsville, and Madison. Its main office is located at 2407 South Memorial Parkway, Huntsville, Alabama 35805. All Star Medical filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 17-82507) on Aug. 24, 2017. In the petition signed by Philip Garmon, owner, the Debtor disclosed $1.37 million in total assets and $2.12 million in total liabilities. The Hon. Clifton R. Jessup Jr. presides over the case. Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, serves as the Debtor's bankruptcy counsel. ATLANTA GROTNES: $1.3M Sale of Atlanta Property to The Renee Okayed ------------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorize Atlanta Grotnes Machine Co.'s sale of a parcel improved real property located at 305 Selig Drive, Atlanta, Georgia, consisting of approximately 4 acres together with a 46,300 square foot commercial building located thereon, to The Renee Group, Inc. for the aggregate purchase price of $1.3 million, less an amount not to exceed $50,000 for certain due diligence items pursuant to the terms of the Agreement for Purchase and Sale of Real Property. The sale and conveyance of the Property to the Buyer will be free and clear of all liens, claims and interests, other than any duly recorded easements, rights-of-way and deed restrictions, and any such liens, claims, encumbrances, and interests will attach to the proceeds of the sale. Pursuant to Bankruptcy Rule 6004(h), the Order will not be stayed for any reason, including, the filing of a notice of appeal, and the Order will be effective immediately upon entry and the Debtor and the Buyer are authorized to close the sale immediately upon entry of the Order. About Atlanta Grotnes Atlanta Grotnes Machine Company, a company based in Atlanta, Georgia, is engaged in the metalworking machinery manufacturing industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-61383) on June 30, 2017. In the petition signed by Alan Grotnes, vice-president of operations, the Debtor had $1.21 million in total assets and $2.23 million in total liabilities as of June 29, 2017. Scroggins & Williamson, P.C., is the Debtor's counsel. Reliant Real Estate Partners, LLC, serves as the Debtor's real estate broker. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. AUTO MASTER EXPRESS: Taps Carlos Alberto Ruiz as Legal Counsel -------------------------------------------------------------- Auto Master Express Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Lcdo. Carlos Alberto Ruiz, CSP, 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. Ruiz will charge an hourly fee of $200 for its services. The firm received a retainer of $5,000 from the Debtor. Carlos Alberto Ruiz Rodriguez, Esq., the attorney who will be handling the case, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Carlos Alberto Ruiz Rodriguez, Esq. Lcdo. Carlos Alberto Ruiz, CSP P.O. Box 1298 Caguas, PR 00726-1298 Tel: (787) 286-9775 Fax: (787) 747-2174 E-mail: carlosalbertoruizquiebras@gmail.com About Auto Master Express Auto Master Express Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 18-01464) 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. BAERG REAL PROPERTY: Grand Solution Did Not Breach Contract ----------------------------------------------------------- Commencing on Sept. 25, 2017, and continuing on Sept. 26-29, 2017, Oct. 5-6, 2017, Oct. 25-26, 2017, Nov. 28, 2017, and Dec. 1, 2017, the Court conducted a trial in the adversary proceeding captioned BAERG REAL PROPERTY TRUST, Plaintiff, v. GARLAND SOLUTION, LLC, Defendant, Adversary No. 16-03160 (Bankr. N.D. Tex.). After considering the arguments and evidence presented, Bankruptcy Judge Robert L. Jones entered judgment in favor of Defendant Garland Solution. The Baerg Trust and Garland Solution entered into an Earnest Money Contract on Feb. 28, 2014. The Contract provided that the Baerg Trust would sell to Garland Solution four apartment complexes in Dallas County, Texas, two located in Irving and two located in Garland. The Baerg Trust, owner of the Properties, had been negotiating their possible sale to Garland Solution since 2011. By 2014, the Properties were in need of renovations and rehab work, particularly the two Garland complexes. Upon the parties signing the Contract, Garland Solution began, in accordance with the Contract, overseeing the operations of the Properties and funding for the rehab and improvements provided by the Contract (via the Construction Contract and Loan Agreement). The Baerg Trust asserts causes of action for declaratory judgment, anticipatory breach of contract, breaches of contract--separately for the Contract and the escrow agreements--and attorney's fees. The declaratory judgment cause is brought under 28 U.S.C. section 2201(a) and asks that the Court determine that the Contract expired by its terms, was breached by Garland Solution, and, as a result, is no longer a valid and enforceable contract between the parties. The Baerg Trust thus submits that the Contract is not subject to assumption or rejection. The Baerg Trust further requests that the Court determine that it owes nothing to Garland Solution because of Garland Solution's failure to close the sale. For the anticipatory breach claim, the Baerg Trust submits that the June 24, 2016 Reconciliation of Funds Addendum constituted an anticipatory breach of the Contract because it proposed to change the nature of the deal. The escrow agreements for each of Escrow I, Escrow II, and Escrow III were, according to the Baerg Trust, breached by Garland Solution's failure to maintain the accounts as required by the Contract and the respective escrow agreements. The Baerg Trust asserts two breach of contract claims that directly concern the Contract: first, that Garland Solution breached the Contract "on multiple occasions, and in multiple ways, before . . . July 1, 2016," and, second, that Garland Solution breached the Contract by failing to close the sale "by the July 1, 2016 [d]eadline." Garland Solution, as defendant, denies all relief requested by the Baerg Trust and asserts counterclaims for specific performance and declaratory relief, breach of the Contract, anticipatory breach of the Contract, and attorney's fees. Garland Solution contends that it was prepared to proceed to closing but was unable to close because the Baerg Trust refused to close. For this, it seeks a declaratory judgment of the rights of the parties under the Contract and, in particular, a judgment against the Baerg Trust ordering its trustees, the Baergs, to deliver the Properties to Garland Solution. As part of such relief, it seeks the out-of-pocket costs, lost profits, and loss of the benefit of the bargain as a result of the Baerg Trust breaching the Contract. Garland Solution states that the Baerg Trust anticipatorily breached the Contract by, on July 12, 2016, refusing to go forward under the Contract and by other actions of the Baerg Trust through its attorney, Ballo, that reflected the Baerg Trust's refusal to close. On Sept. 21, 2017, the Court granted summary judgment for Garland Solution and against the Baerg Trust on Baerg Trust's causes that Garland Solution breached the escrow agreements of Escrow I and Escrow II and that Garland Solution anticipatorily breached the Contract by requesting that the Baerg Trust agree to the terms of the Reconciliation of Funds Addendum. Though the Court determined that the Addendum was not an anticipatory breach of the Contract, the Court reserved for consideration whether Garland Solution's alleged attempt, by the Addendum, to recharacterize the deal--through the use of such terms as "refinance," "Equity Infusion," "Buyout," and amount "invested"--is relevant to the Baerg Trust's breach of contract claim generally. At trial, the Court found that Grand Solution did not Breach the Contract. The Baerg Trust, through Hal Baerg, and its counsel repeatedly raised the point that the financing obtained by Garland Solution was termed a "refinance." This, with the Addendum's reference to Garland Solution's "Equity Infusion" and "Buyout" of the Baerg Trust, was, according to the Baerg Trust, an improper attempt by Garland Solution to change the nature of the transaction. The Baerg Trust further argues that Garland Solution's request that the Baerg Trust approve the Addendum reveals Garland Solution's inability to obtain financing and thus proves that Garland Solution breached the Contract. This is not the case, however. The deal was unusually structured and intentionally so. The structure, with the drawn-out period between the signing of the Contract and closing of the sale, achieved precisely what the Page 20> parties wanted. The reference to Garland Solution's equity infusion, for example, refers to its funding of the deal from inception through to pre-closing. From its perspective, it had built-up equity in the Properties, thus improving its position for obtaining loans for closing. The evidence indicates that the deal would have timely closed as proposed with the main financing provided under the Greystone and Fannie Mae commitments. But the acts and conduct of the Baerg Trust, and Hal Baerg in particular, foreclosed Garland Solution's efforts to close the deal. Garland Solution did not breach the Contract and did not anticipatorily breach or repudiate the Contract. A full-text copy of the Court's March 30, 2018 Memorandum Opinion is available at https://is.gd/3OlcUd from Leagle.com. Baerg Real Property Trust, Plaintiff, represented by Joyce W. Lindauer -- joyce@joycelindauer.com -- Joyce W. Lindauer Attorney, PLLC. Garland Solution, LLC, Defendant, represented by Donald Max Kaiser, Jr., Kaiser Sacco, P.L.L.C. & Ellen Cook Sacco, Kaiser Sacco, PLLC. Garland Solution, LLC, Counter-Claimant, represented by Donald Max Kaiser, Jr., Kaiser Sacco, P.L.L.C. & Ellen Cook Sacco, Kaiser Sacco, PLLC. Baerg Real Property Trust, Counter-Defendant, represented by Joyce W. Lindauer , Joyce W. Lindauer Attorney, PLLC. About Baerg Real Property Trust Baerg Real Property Trust dba Lake Bluffs Apartments dba Lakeview Village dba The Woods Apartments dba Oakway Manor Apartments filed a Chapter 11 petition (Bankr. N.D. Tex. Case No 16-33793) on Sept. 29, 2016. The petition was signed by Hal Baerg, Jr., trustee. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. The case is assigned to Judge Barbara J. Houser. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. BAL HARBOUR: DOJ Watchdog Seeks Appointment of Trustee ------------------------------------------------------ Daniel M. McDermott, the U.S. Trustee for Region 21, requests the U.S. Bankruptcy Court for the Southern District of Florida for an order mandating the appointment of a Chapter 11 Trustee in the bankruptcy case of Bal Harbour Quarzo, LLC a/k/a Synergy Capital Group, LLC a/k/a Synergy Investments Group, LLC. The MiamiDade Circuit Court for the 11th Judicial Circuit in Case Nos. 17-5794 CA 01, 17-3182 CA 01, and 17-7147 CA 01, respectively, entered orders appointing Drew M. Dillworth as Receiver. The Receivership Orders authorize the Receiver to take all the steps necessary to preserve the assets of the business and to make all the day to day financial decisions on behalf of the business. The bankruptcy case was filed by the state court receiver, Drew M. Dillworth. However, the Receivership Orders did not specify the duties of the Receiver in the event of a bankruptcy filing. After the initial first-day hearings, the U.S. Trustee tells the Court that it has become clear that there are allegations of fraud against the principals of the Debtor, that the principals of the Debtor are facing possible criminal prosecution, and that there is no current board directing the Debtor. The Case Management Summary asserts the following facts, which the U.S. Trustee believes are undisputed: A. The Debtor is a Florida limited liability company, which formerly owned and operated a hotel and short-term rental property. B. Facing substantial claims from investors that lent the Debtor funds for the acquisition and development of the properties, the principals of the Debtor transferred the business and the real property in the Summer of 2017 for less than half of its appraised value. C. The Receiver estimates that the creditor claims are in excess of $38 million. D. The Debtor is no longer operating, as it no longer owns the hotel and short-term rental property. The U.S. Trustee claims that there are no general day-to-day management responsibilities of the Debtor's business other than to wind down the business and liquidate the assets and recovery property of the estate. Thus, the U.S. Trustee believes that an independent fiduciary -- a fiduciary with duties to the creditors, answerable to the Court -- must be appointed to steward the Debtor's case through the bankruptcy process, whether in a Chapter 7 or 11, and lead this investigation to recover any avoidable transfers, assets, and property of the estate. The United States Trustee is represented by: Damaris Rosich-Schwartz, Esq. Trial Attorney United States Department of Justice Office of the United States Trustee 51 SW First Avenue, Suite 1204 Miami, FL 33130 Phone: (305) 536-7285 Fax: (305) 536-7360 Email: Damaris.D.Rosich-Schwartz@usdoj.gov About Bal Harbour Quarzo Bal Harbour Quarzo, LLC, also known as Synergy Capital Group, LLC, also known as Synergy Investments Group, LLC, is a Florida limited liability company based in Miami operating in the hotels and motels industry. Based in Fort Lauderdale, Florida, Bal Harbour Quarzo, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11793) on Feb. 16, 2018. Drew M. Dillworth, receiver appointed by Florida State Court, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. Judge Raymond B Ray presides over the case. Eric J Silver, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., is the Debtor's counsel. BAL HARBOUR: U.S. Trustee Forms 3-Member Committee -------------------------------------------------- The U.S. Trustee for Region 21 on April 20 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Bal Harbour Quarzo, LLC. The committee members are: (1) Diana Cristina Garcia Jose Lisandro Gonzalez Calle 119 N. 4-10 Apart 610 Bogota, Colombia Phone: (57) 3134310629 & (57) 3133773886 Fax: (57) 1-427-6868 Email: lisandro@lminstruments.comcd Email: diana@lminstruments.comcd (2) Izhak Nikolai Kempowsky Sanabria Calle 117A #9B-30 Bogota, Colombia Phone: (57) 3212413090 Email: izhakn.43@gmail.com (3) Volrey Rodriguez 3410 Galt Ocean Drive, Apt. #1110N Ft. Lauderdale, FL 33308 Phone: 847-949-1973 Cell: 847-707-7462 Email: volreyrodriguez1@gmail.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. Bal Harbour Quarzo LLC Bal Harbour Quarzo, LLC, also known as Synergy Capital Group, LLC, also known as Synergy Investments Group, LLC, is a Florida limited liability company based in Miami operating in the hotels and motels industry. Based in Fort Lauderdale, Florida, Bal Harbour Quarzo, LLC, through its receiver, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11793) on Feb. 16, 2018. In the petition signed by Drew M. Dillworth, receiver appointed by Florida State Court, the Debtor is estimated to have $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. Judge Raymond B Ray presides over the case. Eric J Silver, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., is the Debtor's counsel. Genovese Joblove & Battista, P.A., is special counsel. BAYOU HAVEN: Hires Jones Fussell as Special Counsel --------------------------------------------------- Bayou Haven Bed & Breakfast, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Jeffrey D. Schoen, Esq., and Thomas H. Huval, Esq., at Jones Fussell, LLP, as special counsel to the Debtor. Bayou Haven requires Jones Fussell to: a. participate in the process of obtaining approval of the St. Tammany Parish Council of the ordinance recommended by the St. Tammany Parish Zoning Commission on March 6, 2018 in case No 2017-845-ZC to amend the text of the St. Tammany Parish Unified Development Code ("UDC") to a add a new use related to reception venues to be included in the NC-5 Retail Service District zoning category of the UDC ("Zoning Commission Recommendation"); b. participate in the pending appeal before the Parish Council of the Zoning Commission Recommendation; c. participate in the process before the St. Tammany Parish Zoning Commission to obtain Zoning Commission approval of the Debtor's pending application (filed on March 8, 2018) (Case No 2018-974-ZC) to have Debtors six(6) acre parcel of property located on the northern edge of Bayou Liberty in St. Tammany Parish (the "Property") rezoned from its current designation of A2 (Suburban District) with RO (Rural Overlay) to NC-5 Retail Service District; d. participate in the process before the St. Tammany Parish Council to obtain approval of the change of the zoning of Debtor's Property from A2 with a RO (Rural Overlay) to NC-5 Retail Service District; e. participate in all matters related to the zoning, land use, deed restriction and related litigation involving the Debtor's Property; f. provide legal services in other zoning, land use, deed restriction and related litigation issues which may arise from time to time relating to the Property. Jones Fussell will be paid at the hourly rate of $250 to $350. The Debtor paid Jones Fussell the amount of $500 in legal fees within the 90-day period prior to the bankruptcy filing, but Jones Fussell is owed $49,846 for prepetition attorney fees. Jones Fussell will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey D. Schoen, Esq., and Thomas H. Huval, Esq., partners at Jones Fussell, 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. Jones Fussell can be reached at: Jeffrey D. Schoen, Esq. Thomas H. Huval, Esq. JONES FUSSELL, LLP P.O. Box 1810 Covington, LA 70434-1810 Tel: (985) 892-4801 Fax: (985) 892-4925 About Bayou Haven Bed & Breakfast Bayou Haven Bed and Breakfast, LLC -- http://www.bayouhavenslidell.com/-- is located on beautiful Bayou Liberty in Slidell, Louisiana. Bayou Haven is a newly built, seven suite bed and breakfast designed to evoke the feel of a mid-1800s bayou plantation house. Every inch of the property was created to exude the charm, comfort, and grace that is southern hospitality. Bayou Haven Bed & Breakfast filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-10570) on March 12, 2018, estimating under $1 million in assets and liabilities. Robin R. DeLeo, Esq., at The De Leo Law Firm LLC, is the Debtor's counsel. Wayne M. Aufrecht, LLC, is the Debtor's co-counsel. Jeffrey D. Schoen, Esq., and Thomas H. Huval, Esq., at Jones Fussell, LLP, as special counsel. BCML HOLDINGS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of BCML Holding LLC as of April 20, according to a court docket. About BCML Holding BCML Holding LLC owns in fee simple five condominium units in Miami and Aventura, Florida, with an aggregate appraisal value of $3.38 million. BCML Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-11600) on Feb. 12, 2018. In the petition signed by Erik Wesoloski, Esq., attorney in fact, the Debtor disclosed $3.38 million in assets and $3.61 million in liabilities. Judge Erik P. Kimball presides over the case. Mancuso Law, P.A., is the Debtor's bankruptcy counsel. BETTYE RIGDON: TLD's Scrap Metal Sale to Install Water Well Okayed ------------------------------------------------------------------ Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Bettye J. Rigdon, Carousel Properties, LLC, and TLD Bar Ranch, LP to (i) sell TLD's scrap metal, and (ii) use the proceeds from said sale or from operations to pay for the installation of new water well. The stay imposed by Bankruptcy Rule 6004(h) is waived and the Order will be effective and enforceable immediately upon its entry. About Bettye Jeanne Rigdon, Carousel Properties, and TLD Bar Ranch Bettye Jeanne Rigdon, Carousel Properties, LLC and and TLD Bar Ranch, LP, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 16-44620 to 16-44622) on Dec. 2, 2016. The Debtors' cases are jointly administered under Case No. 16-44620. Counsel for Bettye J. Rigdon are Jeff P. Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok, L.L.P., in Fort Worth, Texas. BIG GUNS PETROLEUM: Hires Smeberg Law as Counsel ------------------------------------------------ Big Guns Petroleum, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Smeberg Law Firm, PLLC, as counsel to the Debtor. Big Guns Petroleum requires Smeberg Law to: a. assist, advise, and represent the Debtor in obtaining pre-plan relief; b. assist, advise, and represent the Debtor in the confirmation process; c. assist, advise and represent the Debtor in adversary litigation; d. appear before the Bankruptcy Court, the Appellate Courts, and other courts in which matters may be heard and to protect the interests of the Debtor before said courts and the U.S. Trustee; and e. perform all other necessary legal services in the bankruptcy case. Smeberg Law will be paid at these hourly rates: In the 12 months prior to the filing of the petition, Smeberg Law received from the Debtor a retainer of $5,000, on March 12, 2018. The amount of $1,717 was paid as filing fee, and the amount of $1,434.50 as prepetition fees, leaving a balance of $1,848.50, held in the firm's trust. Smeberg Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald Smeberg, a partner at Smeberg Law 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. Smeberg Law can be reached at: Ronald Smeberg, Esq. SMEBERG LAW FIRM, PLLC 2010 West Kings Highway San Antonio, TX 78201 Tel: 210-695-6684 Fax: 210-598-7357 E-mail: ron@smeberg.com About Big Guns Petroleum Big Guns Petroleum Inc., based in San Antonio, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50569) on March 12, 2018. In the petition signed by Belinda Juarez, president, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. Craig A. Gargotta presides over the case. Ronald Smeberg, Esq., at Smeberg Law Firm, PLLC, serves as bankruptcy counsel. BLUFF CREEK: Proposed Public Auction of Equipment Approved ---------------------------------------------------------- Judge Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Bluff Creek Timber Co., LLC's sale of (i) 2011 John Deere Log Skidder; (ii) 2007 Tigercat Tree Cutter; (iii) 1993 210D Prentice Loader; (iv) 1985 R Model Mack Truck; (v) CSI Bucksaw; and (vi) 2006 John Deere 648GIII Skidder at public auction. A hearing on the Motion was held on April 11, 2018. The sale is free and clear of liens. Following the proposed auction, the Debtor will file a Motion to Approve Sale with the Court. About Bluff Creek Timber Co. Bluff Creek Timber Co., LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 17-82652) on Sept. 6, 2017, estimating its assets at between $100,000 and $500,000 and liabilities at between $500,000 and $1 million. The petition was signed by Susan Wood, vice president. Tazewell Shepard, Esq., at Tazewell Shepard, P.C., serves as the Debtor's bankruptcy counsel. BRANWELL INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Branwell, Inc. as of April 20, according to a court docket. About Branwell, Inc. Branwell, Inc., f/d/b/a Danica Ventures, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-12478) on March 2, 2018. In the petition signed by Rite K. Weller, president, the Debtor estimated at least $50,000 in assets and $500,000 to $1 million in liabilities. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is represented by David Lloyd Merrill, Esq., at Merrill PA. BRINGING GOD'S WORD: Taps Daniels Williams as Legal Counsel ----------------------------------------------------------- Bringing God's Word to Life Ministries seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Daniels, Williams, Tuck & Ritter as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in any potential sale of its assets; prepare a plan of reorganization; assist in estimating and resolving claims; and provide other legal services related to its Chapter 11 case. Daniels will charge an hourly fee of $250 for its services. The Debtor paid the firm $3,000, including the filing fee of $1,717 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. The firm can be reached through: Todd M. Ritter, Esq. Daniels, Williams, Tuck & Ritter 11901 Iron Bridge Road P.O. Box 3570 Chester, VA 23831 Phone: (804) 748-9803 Fax: (804) 796-2706 E-mail: tritter@danielswilliamstuckandritter.com About Bringing God's Word to Life Ministries Bringing God's Word to Life Ministries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-30708) on Feb. 14, 2018. Judge Kevin R. Huennekens presides over the case. CAPROCK OIL: Faces Conversion if Hall Wins Subordination Appeal --------------------------------------------------------------- Caprock Oil Tools, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a second amended plan of reorganization and disclosure statement. On March 23, 2018, Hall appealed from the order subordinating his claim. While the Debtor will vigorously contest any and all appeals of the Section 510 Subordination Ruling, the Debtor anticipates that the ruling will be ultimately be upheld by the upper court(s). If, however, the ruling is ultimately reversed, and Hall is successful in having the Hall POC (totaling $1,783,228) deemed an unsecured claim against the Debtor's estate, dependent upon the result of the equity auction, the dividend paid to unsecured creditors under the Plan could be substantially reduced. The Debtor reserves the right, in the event the ruling is not upheld by final order, to either (a) convert its Chapter 11 case to a case under Chapter 7, (b) withdraw the Plan and/or (c) amend the Plan to provide for treatment of all creditors' and interest holders' claims, including the Hall Stock Redemption Claim, and interest holders' interests, as the case may be, as required by the Bankruptcy Code. The Second Amended Plan propose the following classification and treatment of claims: * Class 1. Administrative Claims. All Administrative Claims that are unpaid on the Confirmation Date will be paid in full, in cash on the Effective Date, unless the holder agrees to a different treatment or the current estimated amount of Administrative Claims in this class is no less than $200,000.00. * Class 2. Tax Claims. Holders of Tax Claims that have become Allowed Claims ("Allowed Tax Claims") will be paid in cash, in full, in equal installments of principal and interest over 6 months with interest at the rate of 6.00% per annum. So long as the Allowed Tax Claims are paid pursuant to the Plan, no holder of an Allowed Tax Claim will proceed against any other party or entity liable or responsible for said tax obligations. To the extent an Allowed Tax Claim is also a Secured Claim, the holder of claim will retain its tax lien until it is paid in full, and will be paid interest at the applicable non-bankruptcy rate. The estimated amount of Tax Claims in this class is approximately $38,000.00. * Class 3. Secured Claims. Holders of Secured Claims, to the extent same become Allowed Claim(s), will be paid in cash, in full, at the holder’s option, (A) in accordance with the applicable pre-petition loan agreement or (B) as may be modified pursuant to a written agreement between the Debtor and Secured Creditor. Until the Allowed Claim is paid as provided for, the holder of an Allowed Secured Claim will retain all pre or post-petition liens against the Debtor or Reorganized Debtor unless otherwise agreed to, in writing, between the Debtor and the Secured Creditor on or after the Effective Date. The estimated amount of Secured Claims is not less than $360,462.14 plus post-petition interest from the Petition Date to the Effective Date at the non-default contract rate, plus post-petition attorney’s fees and costs of $20,000.00. * Class 4. Non-Insider Unsecured Claims (including Rejection Claims). Holders of Unsecured Claims and Rejection Claims that become Allowed Claims ("Allowed Unsecured Claims") will be paid in cash, in full, without interest, from Proceeds within one hundred eighty 180 days after the Effective Date, or the date claim becomes an Allowed Claim, whichever is later. The estimated amount of Non-Insider Allowed Unsecured Claims (including Rejection Claims but excluding the Hall Claim) is approximately $583,000.00. * Class 5. Insider Unsecured Claims. Insider Unsecured Claims will be paid in cash, in full, without interest, from Proceeds within (180) days after the date Allowed Class 4 Claims are paid in full. The estimated amount of Insider Allowed Unsecured Claims is approximately $1,613.142.00. * Class 6. Hall Stock Redemption Claims. The Hall Stock Redemption Claim will be subordinated pursuant to 11 U.S.C. §510(b). The estimated amount of Hall Stock Redemption Claim is approximately $1,426,582.40. * Class 7. Equity Interests in Debtor. Equity Interests (including Hall’s Stock Redemption Claim upon entry of an order subordinating claim) will be cancelled and released with no distribution on account of any interests unless the Equity Auction results in the receipt of funds sufficient to make a distribution to the Class 7. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb18-80109-143.pdf About Caprock Oil Tools CapRock Oil Tools, Inc., based in Pearland, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-80109) on April 10, 2017, and is represented by Scheef & Stone, LLP. The Office of the U.S. Trustee on May 10 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CapRock Oil Tools, Inc. CAPTAIN TRANSPORT: Proposes to Pay Unsecureds 10% with No Interest ------------------------------------------------------------------ Captain Transport & Recovery, Inc. and Northland Recovery Bureau, Inc. filed with the U.S. Bankruptcy Court for the District of Minnesota a joint disclosure statement to accompany their proposed joint plan of reorganization. Class 8(a) under the plan consists of the general unsecured creditors of Captain Transport. The Debtor owes approximately $150,000 to Unsecured Creditors. The Debtors' proposal with respect to Unsecured Creditors is to pay them 10% of their allowed Unsecured Claims ($15,000), at an interest rate of 0%, payable as follows: $3,000 paid once a year, for five years, with the first payment being due 30 days after the Effective Date, for five payments to equal $15,000. This is an Impaired Class. Class 8(b) consists of the general unsecured creditors of Northland. The Debtor owes approximately $7,500 to Unsecured Creditors. The Debtors' proposal with respect to Unsecured Creditors is to pay each of them 50% of their allowed Unsecured Claims ($3,750), at an interest rate of 0%, payable as follows: $750 (paid pro-rata) paid once a year, for five years, with the first payment being due 30 days after the Effective Date, for a five payment total to equal $3,750. This is an Impaired Class. The Debtors are pursuing this Plan to continue its business operations subsequent to approval of this Plan of Reorganization. The Debtors will make payments due under the Plan from business operations. The Debtors do not require any capital infusion or additional loans. The Debtors anticipate no adverse tax consequences to it as a result of the Court confirming the Debtors' Plan of Reorganization. Creditors or Equity Security Holders that are concerned with the Plan may affect their tax liability should consult with their own accountants, attorneys and/or business advisors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-33195-63.pdf About Captain Transport Captain Transport & Recovery, Inc., is a privately held transportation company in Burnsville, Minnesota, that provides cargo loading and unloading services. Captain Transport, a small business debtor as defined in 11 U.S.C. Section 101(51D), is the fee simple owner of a real property located at 1800 Highway 13 W, Burnsville, MN, valued by the Company at $1.2 million. The Company posted gross revenue of $925,880 in 2016 and gross revenue of $883,637 in 2015. Captain Transport & Recovery, Inc., and Northland Recovery Bureau, Inc. filed Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-33195 and 17-33196) on Oct. 9, 2017. Joint administration of the cases is currently pending before the Court. Captain Transport's petition was signed by its president and CEO, Kayihan Serant. At the time of filing, the Captain Transport had $1.53 million in total assets and $1.88 million in total liabilities. The case is assigned to Judge William J Fisher. The Debtors are represented by John D. Lamey, III, Esq., of the Lamey Law Firm, P.A. CARTHAGE SPECIALTY: Taps Bradley as Fin'l Advisor and Inv. Banker ----------------------------------------------------------------- Carthage Specialty Paperboard, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Bradley Woods & Co. Ltd., as financial advisor and investment banker to the Debtors. Carthage Specialty requires Bradley as follows: -- Analysis of the Debtors. a. review materials provided to the firm by the Debtors and its advisors and representatives and publicly available materials including regulatory filings; b. interview and hold discussions with the Debtor and its advisors and representatives, and conduct such other due diligence, analyses and evaluation activities; c. evaluate the capital structure of the Debtors and historical financial statements; d. advise the Debtors on alternatives for raising equity capital, which may or may not result in a change of control of the Debtors, or identify or evaluate a sale of the Debtors or a material portion of its assets or business or in excess of 50% of its equity securities to one or more third parties including through a merger, consolidation or other business combination involving the Debtors and one or more third parties or a recapitalization or reorganization of the Debtors; e. advise and assist the Debtors in identifying and evaluating a sale of the Hydro Assets to one or more third parties, and along with an Equity Financing/Company Sale Transaction, including analysis of a potential contract for purchase of electricity from a third party acquirer or replacement of the Hydro Assets electric generation with purchased electricity; -- Transaction and Market Support. a. assist and advise the Debtors in preparing various informational, presentation and offering materials in furtherance of one or more Transactions which shall conform to federal and state securities laws and regulations; b. assist the advisors of the Debtors including its legal, investor relations, regulatory and financial advisors in preparing information memoranda, prospectus, term-sheets, letters of intent, subscription materials and definitive transaction documentation; c. assemble a list of prospective investors the firm believes may be appropriate for a Transaction; contact and meet with such investors/lenders on the Debtors' behalf, and introduce the Debtors to those investors who have expressed an interest in participating in a Transaction; d. coordinate and facilitate meetings and roadshows with interested investors/lenders, and assist the Debtors in those meetings; e. prepare valuations and other supporting marketing materials, assemble list of prospective strategic investors and acquirers, sponsor acquirers, develop solicitations and information memoranda, evaluate responses and negotiate financial terms; and f. assist and guide in the preparation of additional due diligence materials as may be requested by prospective investors/lenders. -- Fairness Opinion. The firm will provide to the Debtors' board of directors its opinion as the fairness of the Equity Financing/Company Sale Transaction from a financial point of view. -- Additional Services. The firm will render such other financial advisory services as may, from time to time, be specifically agreed upon in writing by the firm and the Debtors. Bradley will be paid as follows: -- Monthly Fees. Bradley will be paid a monthly retainer fee of $10,000. -- Company Sale Transaction Fees. i) upon consummation of an Equity Financing/Company Sale Transaction, Bradley will be paid out of closing funds a cash fee of: (a) $250,000 base fee, plus (b) an additional fee equal to 5% of any amount by which the aggregate consideration paid in an Equity Financing/Company Sale Transaction resulting from an auction. -- Hydro Sale Transaction Fee. Upon consummation of a Hydro Sale during the term, Bradley will be paid out of the closing funds a cash fee of 7% of the aggregate consideration. Bradley will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel Zwelling, managing director of Bradley Woods & Co. Ltd., 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. Bradley can be reached at: Daniel Zwelling BRADLEY WOODS & CO. LTD. 805 Third Avenue, 18th Floor New York, NY 10022 Tel: (212) 826-9191 About Carthage Specialty Paperboard Carthage Specialty Paperboard, Inc. --http://www.carthagespbd.com/ -- is a paperboard manufacturer in Carthage, New York, serving a diverse range of markets from pulp-substitute specialty paperboard to industrial grade chipboards. Carthage Specialty Paperboard and its affiliate Carthage Acquisition, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 18-30226) on Feb. 28, 2018. In the petitions signed by Donald Schnackel, vice-president of finance, Carthage Specialty estimated assets and liabilities of $10 million to $50 million; and Carthage Acquisition estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Debtor hires Bradley Woods & Co. Ltd., as financial advisor and investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. CATCH 22 LINY: Latest Plan Discloses C. Quadrozzi as New Investor ----------------------------------------------------------------- Catch 22 LINY Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a first amended disclosure statement describing its first amended plan of reorganization dated March 28, 2018. In connection with the amended plan, the Debtor will sell at auction all of its assets including the Leases which are to be assigned to the highest and best offer at the auction. The Debtor has entered into a sale agreement with purchasers Roy Feicco and Domenico Vecchie. The Stalking Horse Agreement will likely be modified prior to auction sale to reflect, among other things, that the sale will be an asset sale, not a stock sale, and to reflect that the sale is subject to "highest and best" offers. The amended plan also discloses that the purchasers have added an investor by the name of Catherine Quadrozzi to their group. Ms. Quadrozzi will be providing up-front monies which the Debtor will use to fund the initial distributions under the Plan. The purchase price is $1.7MM. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb8-16-75160-136.pdf Attorney for Debtor: David A. Rosenthal, #6202-79 410 Main Street Lafayette, IN 47901 (765) 423-5375 About Catch 22 LINY Corp. Catch 22 LINY Corp. is a corporation incorporated under the laws of the State of New York with a restaurant business located at 1 Main Street and 99 Ocean Avenue, East Rockaway, New York. An involuntary petition (Bankr. E.D.N.Y. Case No. 16-75160) was filed against Catch 22 LINY Corp., dba Reel, under Chapter 11 of the Bankruptcy Code on Nov. 5, 2016. The petition was filed by Anthony Chiodi, Willys Fish Corporation and Westbury Fish Co., Inc. By Answer dated November 29, 2016, the Debtor consented to the entry of an order for relief under Chapter 11 and on Dec. 2, the Court entered an Order for Relief. The case is assigned to Judge Robert E. Grossman. The Debtor is represented by Robert J. Spence, Esq., at Spence Law Office, P.C. The Debtor hired E. Knice, CPA, P.C., as accountant. The petitioners are represented by Joseph M. Mattone, Esq., at Mattone, Mattone, Mattone, LLP. An Official Committee of Unsecured Creditors has not been appointed by the Office of the United States Trustee and a trustee or examiner has not been appointed in this case. The Debtor withdrew its designation/election as a "small business debtor" on May 31, 2017. CHILDREN'S NETWORK: Taps Florence Bowens as Attorney ---------------------------------------------------- Children's Network University Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Florence Bowens, Esq., to give legal advice regarding its duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services related to its case. Ms. Bowens will charge an hourly fee of $250 for her services. In a court filing, Ms. Bowens disclosed that she does not hold any interests adverse to the Debtor and its estate. Ms. Bowens can be reached through: Florence A. Bowens, Esq. P.O. Box 51263 Durham, NC 27717 Phone: (919) 402-9700 About Childrens Network University Childrens Network University Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-80250) on April 5, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Benjamin A. Kahn presides over the case. CKSB LLC: Hires Satish Khosla as Real Estate Agent -------------------------------------------------- CKSB, LLC, filed an amended application with the U.S. Bankruptcy Court for the Central District of California seeking approval to hire Satish Khosla of All California Brokerage, Inc., as real estate agent to the Debtor. CKSB, LLC requires Satish Khosla to market and sell the Debtor's real property located at 295 N. Waterman Avenue, San Bernardino, California 92408, including the following services: 1. meet and greet clients visiting the offices. Telephone sales - taking part in ring out sessions; 2. generate appointments for viewings, mortgage advisors, valuations; 3. negotiate with potential sellers and also buyers; 4. general office administration duties such as photocopying, filing, etc; 5. refer and introduce potential clients to the agencies Mortgage Consultant; 6. follow up business leads; 7. prepare professional looking sales brochures and promotional information, liaise by phone, email and letter with solicitors, building societies & surveyors, market by phone and letters properties to potential buyers or tenants; 8. project a professional image of the agency to the public, visiting vacant and inhabited properties and inspecting them, compare a property to others in the area then estimate its value; 9. compile Home Information Packs, point out a properties best features to buyers and answering their questions, advise clients on which properties to buy or let; and 10. write up tenancy agreement contracts, commercial awareness and a good feel for the property market. On Oct. 23, 2017, Satish Khosla presented an offer from Dhillion Investments for the purchase of the Waterman Property in the amount of $2,800,000. Dhillion Investments also agreed to purchase the Valero/Circle K owned by Debtor's tenant, 11 Envisioning, LLC, in the amount of $500,000. The commission to be paid to both the buyer and seller's agent is collectively $300,000, of which Satish Khosla will receive $130,000 as compensation for the sale of the Waterman Property and Business, and the remaining $170,000 will be paid to the Dhillion Investments's real estate agent. Satish Khosla, member of All California Brokerage, 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 Debtor and its estates. Satish Khosla can be reached at: Satish Khosla, Esq. ALL CALIFORNIA BROKERAGE, INC. 11060 Artesia Blvd., Suite G Cerritos, CA, 90703 Tel: 800-468-6188 Fax: 562-677-1165 About CKSB, LLC CKSB, LLC, listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 295 N. Waterman Ave San Bernardino, CA 92408, valued by the Company at $2.80 million. CKSB, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-10893) on Feb. 5, 2018. In the petition signed by Muhammad N. Atta, managing member, the Debtor disclosed $2.80 million in total assets and $4.43 million in total liabilities. CLAIRE'S STORES: Files Plan to Exit Chapter 11 Protection --------------------------------------------------------- Claire's Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Chapter 11 plan, which encompasses a comprehensive restructuring of the company and its subsidiaries. The plan of reorganization is the product of the companies' "arm's-length negotiations" with Apollo Management Holdings, L.P. and certain debt holders called the ad hoc first lien group, which entered into a restructuring support agreement with the companies on March 19. The RSA provides that Apollo and the creditors party to the agreement will support the plan, and that Claire's Inc. and its subsidiaries must achieve certain milestones to avoid termination of the agreement by consenting creditors. The milestones to be achieved include (i) commencement of a rights offering and the solicitation of votes in connection with the plan no later than the first business day that is at least seven days after entry of an order approving the disclosure statement; (ii) entry of an order confirming the plan by no later than 75 days after the disclosure statement is approved; and (ii) occurrence of the effective date under the plan by no later than September 14, 2018. Under the plan, each holder of an allowed unsecured claim against the companies other than Claire's Inc. will receive its pro rata share of the unsecured recovery cash pool. On the effective date, the companies will establish and fund the unsecured recovery cash pool account with cash, which will be held in trust for pro rata distributions on account of allowed unsecured claims. The reorganized companies will fund distributions under the plan with cash on hand; cash proceeds from a new money investment; and the issuance of reorganized Claire's Inc.'s interests, according to the disclosure statement, which explains the proposed plan. A full-text copy of the disclosure statement is available for free at: http://bankrupt.com/misc/deb18-10584-236.pdf About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk as claims agent and administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Claire's Stores Inc. and its affiliates. CLARK'S FISH: Hires Ashlee Peoples as Kitchen Manager ----------------------------------------------------- Clark's Fish Camp & Seafood, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Ashlee Peoples, as kitchen manager to the Debtor. Clark's Fish requires Ashlee Peoples to: a. ultimate responsible for all matters concerning the Debtor's kitchen and its operation; b. responsible for food inventory, orders, accurate delivery and ensure invoices reach the payables manager; c. management and control of all kitchen staff, including hiring, termination, and setting staff work schedules; and d. ensure food orders are cooked to perfection and accurately and timely filled in addition to creating new recipes and dishes for management approval. Ashlee Peoples will be paid a gross compensation of $41,800 per year distributed as a W2 wage in gross weekly installments of $803.85. In the 12 months preceding the Petition Date the Debtor provided gross compensation to Ashlee Peoples of approximately $15,000. To the best of the Debtor'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. About Clark's Fish Camp & Seafood Clark's Fish Camp & Seafood, Inc., is the fee simple owner of the Clark's Fish Camp restaurant located in Jacksonville, Florida. The restaurant serves seafood, giant 3 lb. prime rib, chicken and exotic meats. Clark's Fish Camp & Seafood, Inc., based in Jacksonville, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01157) on April 11, 2018. In the petition signed by Joan R Peoples, president, the Debtor disclosed $2,096,980 in assets and $787,948 in liabilities. The Hon. Paul M. Glenn presides over the case. William B. McDaniel, Esq., at Lansing Roy, P.A., serves as bankruptcy counsel. CLARK'S FISH: Hires Brenda Peoples as Mobile Advertiser ------------------------------------------------------- Clark's Fish Camp & Seafood, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Brenda Peoples, as mobile advertiser to the Debtor. Clark's Fish requires Joan Peoples to: a. increase both delivery and in-person patronage to the Debtor through forming and maintaining relationships with other businesses in the Debtor's area of service; b. bi-monthly in-person visits to over 70 hotels in the area to deliver material and promote the Debtor and the Debtor's services and specials to hotel managers and staff who in turn promote the Debtor to their patrons; c. oversee delivery issues with local businesses; d. maintain the online presence and online advertising of the Debtor; and e. work to expand the Debtor's area of service outside delivery restrictions and target high-travel areas for new patrons. Brenda Peoples will be paid a gross compensation of $16,000 per year distributed as a W2 wage in gross weekly installments of 307.70. During the year immediately preceding the Petition Date, Brenda Peoples received compensation from the Debtor for her services totaling approximately $16,000. To the best of the Debtor'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. About Clark's Fish Camp & Seafood Clark's Fish Camp & Seafood, Inc. is the fee simple owner of the Clark's Fish Camp restaurant located in Jacksonville, Florida. The restaurant serves seafood, giant 3 lb. prime rib, chicken and exotic meats. Clark's Fish Camp & Seafood, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01157) on April 11, 2018. In its petition signed by Joan R Peoples, president, the Debtor disclosed $2,096,980 in assets and $787,948 in liabilities. The Hon. Paul M. Glenn presides over the case. William B. McDaniel, Esq., at Lansing Roy, P.A., serves as bankruptcy counsel. CLARK'S FISH: Hires John Roush as Maintenance Manager ----------------------------------------------------- Clark's Fish Camp & Seafood, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ John Roush, as maintenance manager to the Debtor. Clark's Fish requires John Roush to: a. keep the Debtor's location, a 12,000 sqft waterfront restaurant constructed in 1974, is fully operational and in compliance with its code, safety, licensing and inspection standards; b. be on call 24 hours a day, 7 days a week for emergency repairs and issues; c. perform routine and preventative maintenance and cleaning on the Debtor's location and equipment; and d. coordinate and budget for repairs, materials and to oversee outside contractors and vendors in the event major repairs and needed. John Roush will be paid a gross compensation of $46,800 per year distributed as a W2 wage in gross weekly installments of $900. During the year immediately preceding the Petition Date, Mr. Roush received compensation from the Debtor for her services totaling approximately $46,800. To the best of the Debtor'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. About Clark's Fish Camp & Seafood Clark's Fish Camp & Seafood, Inc., is the fee simple owner of the Clark's Fish Camp restaurant located in Jacksonville, Florida. The restaurant serves seafood, giant 3 lb. prime rib, chicken and exotic meats. Clark's Fish Camp & Seafood filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01157) on April 11, 2018. In the petition signed by Joan R Peoples, president, the Debtor disclosed $2,096,980 in assets and $787,948 in liabilities. The Hon. Paul M. Glenn presides over the case. William B. McDaniel, Esq., at Lansing Roy, P.A., serves as bankruptcy counsel. CLARK'S FISH: Hires Lansing Roy as Counsel ------------------------------------------ Clark's Fish Camp & Seafood, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Lansing Roy, P.A., as counsel to the Debtor. Clark's Fish requires Lansing Roy to: a. advise the Debtor on its rights and duties; b. prepare pleadings and other court papers related to this case, including a disclosure statement and plan of reorganization; c. evaluate potential causes of actions the Debtor may have against other parties and either representing the Debtor in those actions or coordinating with outside counsel on behalf of the Debtor; and d. take all other necessary action incident to the proper administration of the bankruptcy case. Lansing Roy will be paid at these hourly rates: Attorneys $300 to $325 Paralegals $75 Lansing Roy will be paid a retainer in the amount of $31,710. Lansing Roy will also be reimbursed for reasonable out-of-pocket expenses incurred. William B. McDaniel, a partner at Lansing Roy, P.A., 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. Lansing Roy can be reached at: William B. McDaniel, Esq. Kevin B. Paysinger, Esq. LANSING ROY, P.A. 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207 Tel: (904) 391-0030 About Clark's Fish Camp & Seafood Clark's Fish Camp & Seafood, Inc., is the fee simple owner of the Clark's Fish Camp restaurant located in Jacksonville, Florida. The restaurant serves seafood, giant 3 lb. prime rib, chicken and exotic meats. Clark's Fish Camp & Seafood, Inc., based in Jacksonville, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01157) on April 11, 2018. The Hon. Paul M. Glenn presides over the case. William B. McDaniel, Esq., at Lansing Roy, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $2,096,980 in assets and $787,948 in liabilities. The petition was signed by Joan R Peoples, president. CLAYTON GENERAL: Files Joint Chapter 11 Plan of Liquidation ----------------------------------------------------------- Clayton General Inc. f/k/a Southern Regional Health System, Inc. d/b/a Southern Regional Medical Center, et al. and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement to accompany their joint plan of liquidation. As of the Petition Date, the Debtors were a party to a secured loan as follows: Gemino Healthcare Finance, LLC made certain loans to one or more of the Debtors pre-petition for which it was owed in excess of $10 million. In connection therewith, Gemino asserted liens and security interests in some or all of the Debtors' personal property used in the operation of their businesses (the "Property"), which consisted of, inter alia, accounts, inventory, furniture, fixtures and equipment, and general intangibles. Gemino also asserted that the proceeds received from Property consisting of inventory and accounts receivable was "cash collateral" as defined in 11 U.S.C. section 363(a). Additionally, U.S. Foods, Inc. asserted a security interest in the Property (and said cash collateral) pursuant to the terms of a customer account application as security for a claim against the Debtors in the approximate amount of $60,000. Both Secured Creditors were paid in full during the pendency of the Debtors' Chapter 11 Cases. Due to a number of factors, including projected short-term operating losses in Chapter 11 and the importance of eliminating continuing uncertainty which might undermine employee morale and harm the Business, the Debtors determined shortly after filing Chapter 11 that it was necessary to move quickly to initiate a sale process in order to maximize the value of their assets. Accordingly, the Debtors, with assistance from their financial and legal advisors, took a number of steps to implement a formal sales process. On August 12, 2015, the Debtors had filed their motion to sell substantially all of their assets to Prime Healthcare Foundation, Inc. and Prime Healthcare Foundation-Southern Regional, LLC. On August 26, 2015, the Court entered an order approving bid procedures and scheduling an auction. Pursuant to the Procedures Order, a proposed Asset Purchase Agreement was submitted by the Purchaser for substantially all of the assets of the Debtors, and filed with the Court on Sept. 15, 2015. Subsequent to the sale of the assets to the Purchaser, the Debtors have pursued the liquidation of its remaining assets, including, primarily, claims against creditors arising under Section 547 of the Bankruptcy Code, and certain claims against all persons that may be an "Insured." Class 3 under the plan consists of all Allowed Unsecured Claims which are not Class 4 Convenience Class Claims. On the Effective Date or as soon thereafter as is reasonably practicable, the Liquidating Trustee will make a Pro-Rata Distribution to the Holders of Allowed Class 3 Claims of the Liquidation Proceeds less the Retained Proceeds that remain in the Estate after the payment and satisfaction of Allowed Administrative Expense Claims, Allowed Priority Tax Claims and Allowed Claims in Classes 1 and 2. Estimated recovery for this class is 3%. The Plan Proponents strongly believe that substantive consolidation of the Debtors and their respective bankruptcy Estates as proposed under the Plan will reflect the economic reality of the Debtors' true operational and financial structure. Substantive consolidation will also facilitate and expedite the administration of the Debtors’ Estates by eliminating duplicative or inconsistent efforts on the part of the various Estates with respect to Claims administration and Asset recovery. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/ganb15-64266-913.pdf Counsel for the Debtors: J. Robert Williamson Georgia Bar No. 765214 Matthew W. Levin SCROGGINS & WILLIAMSON, P.C. Georgia Bar No. 448270 4401 Northside Parkway Suite 450 Atlanta, GA 30327 (404) 893-3880 Counsel for the Committee: Francis J. Lawall PEPPER HAMILTON LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 -and- Donald J. Detweiler Hercules Plaza, Suite 5100 1313 Market Street PO Box 1709 Wilmington, DE 19899-1709 -and- J. Michael Lamberth LAMBERTH CIFELLI ELLIS & NASON PA Georgia Bar No. 431975 1117 Perimeter Center West Suite W212 Atlanta, GA 30338 (404) 262-7373 About Clayton General Clayton General, Inc., f/k/a Southern Regional Health System, Inc., d/b/a Southern Regional Medical Center, et al., a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. Southern Regional disclosed total assets of $41,996,075 and total liabilities of $42,884,499. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The cases are assigned to Judge Wendy L. Hagenau. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys; Nelson Mulins Riley & Scarborough LLP as outside general counsel; GGG Partners, LLC as financial advisor; Alvarez & Marsal Healthcare Industry Group, LLC as litigation consultant; and Kurtzman Carson Consultants LLC as claims and balloting agent. James Adams is the Debtors' chief executive officer. The Official Committee of Unsecured Creditors tapped Lamberth, Cifelli, Ellis & Nason, P.A. and Pepper Hamilton, LLP, as attorneys. PricewaterhouseCoopers LLP serves as its financial advisor. COBALT INTERNATIONAL: Proceeds from Sale of Assets to Fund Plan --------------------------------------------------------------- Cobalt International Energy, Inc., and affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a fourth amended joint chapter 11 plan dated March 31, 2018. Class 6 under the fourth amended plan consists of all Allowed Cobalt General Unsecured Claims. The Unsecured Notes Claims will be allowed (i) in respect of the 2.625% Senior Notes, in the amount of $619,167,000 plus accrued interest and all other fees, costs, expenses, premiums, and other amounts provided for under the 2.625% Senior Notes Indenture, in each case to the extent Allowed and (ii) in respect of the 3.125% Senior Notes, in the amount of $786,895,000 plus accrued interest and all other fees, costs, expenses, premiums, and other amounts provided for under the 3.125% Senior Notes Indenture, in each case to the extent Allowed. Each holder of an Allowed Cobalt General Unsecured Claim will receive its Pro Rata share of the Cobalt General Unsecured Claim Recovery up to payment in full of such holder's Allowed Cobalt General Unsecured Claim. The Debtors Cash on hand, the Assets Sale Transaction Proceeds, and any other Cash received or generated by the Debtors will be used to fund the distributions to holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims. A full-text copy of the Fourth Amended Joint Plan is available at: http://bankrupt.com/misc/txsb17-36709-704.pdf About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com/-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Unable to sell assets out-of-court, Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; Ernst & Young LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Baker Botts LLP and Susman Godfrey LLP serve as special litigation counsel. An official committee of unsecured creditors was appointed in the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead counsel to the Committee; Snow Spence Green LLP as local counsel; and Conway MacKenzie, Inc., as financial advisor. Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc Committee of Unsecured Noteholders. * * * The Debtors won Court approval of a settlement with The Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica ("Sonangol") to resolve their disputes and to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in Angola to Angola's state oil company Sonangol in exchange for a $500 million payment to the U.S. oil firm. On March 6, 2018, the Debtors conducted an auction that raised $577.9 million for their Gulf of Mexico assets: ($ millions) Purchase Buyer Asset Price ----- ----- -------- Total E&P USA, Inc./ Statoil Gulf of Mexico LLC North Platte prospect $339.0 Total E&P USA Anchor assets $181.0 W&T Offshore, Inc. Heidelberg prospect $31.1 Navitas Petroleum US, LLC Shenandoah prospect $1.8 The Debtors have filed a proposed Chapter 11 plan that contemplates with wind down of the business and the distribution of the sale proceeds and available cash to creditors. The Plan voting deadline is March 28, 2018, and the Plan confirmation hearing is scheduled for April 3. The sale transactions will also be considered at the hearing. A copy of the explanatory disclosure statement filed March 8, 2018, is available at: http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf COMPREHENSIVE VASCULAR: Proceeds of Exit Financing to Fund Plan --------------------------------------------------------------- Comprehensive Vascular Surgery of Georgia, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement for its plan of reorganization dated March 30, 2018. Under the Plan, all Holders of Allowed Claims will receive a distribution equal to 100% of the value of such Allowed Claim as of the Effective Date, except as otherwise agreed. The Plan provides for an equitable distribution to creditors of the Debtor and preserves the value of the Debtor's estate. The Plan contemplates the reorganization and ongoing business operations of the Debtor and the resolution of the outstanding Claims. The Debtor will satisfy all Claims from a combination of cash on hand, the proceeds of the Exit Financing, and the Reorganized Debtor's continued business operations. As of Feb. 28, 2018, the Debtor had cash on hand in the amount of $310,415.33. That amount is expected to increase by the Effective Date of the Plan, through the Debtor's ordinary business operations. The Debtor anticipates that the proceeds of the Exit Financing will total $675,000, so total cash available to pay Claims as the Effective Date is expected to be at least $985,415.33. From and after the Effective Date, the Debtor will continue to pay claims arising from its day-to-day business operations in the ordinary course of operations, including its monthly payment obligations to RiverSource Life Insurance Co. and on any secured equipment leases. On the Effective Date, the Debtor will pay $800,000 to Vascular Access Center of South Atlanta, LLC in full satisfaction of the VAC Secured Claim (in accordance with the terms of the VAC Settlement Agreement), leaving at least $185,415.33 available to satisfy the Debtor's Other Secured Claims, Priority Claims, and General Unsecured Claims, which the Debtor estimates total $71,642.66. The remaining $113,772.67 in cash available would be available to pay toward satisfaction of the Professional Compensation of Dentons (along with Dentons' prepetition retainer held of $29,104), once approved, with any remaining sums owing to be paid from the Reorganized Debtor's continued business operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb17-53761-95.pdf About Comprehensive Vascular Surgery of Georgia Comprehensive Vascular Surgery of Georgia, Inc., provides in-patient and out-patient vascular surgery services and related diagnostic evaluation and therapeutic services. Comprehensive Vascular Surgery of Georgia, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-53761) on March 1, 2017. The Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Albert T. Tagoe, M.D., its CEO. Bryan E. Bates, Esq., at Dentons US LLP, is the Debtor's counsel. The Debtor hired Shane Investment Property Group, LLC, as commercial real estate broker. CS360 TOWERS: Trustee Selling Condo Unit 1207 to Buehlers for $490K ------------------------------------------------------------------- Bradley Sharp, the Chapter 11 Trustee of CS360 Towers, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of Condo Unit 1207 located at 500 N Street, Sacramento, California Kati Z. Buehler and Peter S. Buehler for $490,000. Pursuant to the Sales Procedures Order entered by the Court on June 15, 2017, the Trustee is authorized to enter into contracts for the sale of the Debtor's condominium units, and provide notice of the proposed sale and an opportunity to overbid. In connection with the Sale and Bid Procedure Order and Sales Procedures, the Trustee has marketed and sold Unit 1207, and asks the entry of an order approving the sale pursuant to the Sale and Bid Procedure Order. On March 13, 2018, the Trustee filed and served the Sale Notice pursuant to the Sale and Bid Procedure Order and approved Sales Procedures. The Sale Notice disclosed the proposed sale of Unit 1207 for $490,000, and solicited overbids and outlined the sales procedures previously approved by the Court. The Sale Notice includes a copy of the sale contract between the estate and the Purchaser. No overbid was received by the Trustee. The deadline for the receipt of overbids was April 6, 2018. The sale of Unit 1207 is not free and clear -- the deed of trust will be reconveyed by the secured creditor following full payment out of escrow for the sale of the property. Accordingly, having complied with the procedures and requirements outlined by the Sale and Bid Procedure Order, the Trustee is entitled to ask entry of an order approving the sale on this ex parte basis. Attached to the Exhibit List as Exhibit B is copy of the estimated closing statement, that details the application and use of the sales proceeds. Out of the sales proceeds, approximately $270,000 will be paid by agreement to the senior secured creditor, whose claim is secured by Unit 1207. Attached as Exhibit C to the Exhibit List is a copy of the Preliminary Title Report prepared by a title company, reflecting encumbrances on title of Unit 1207, and reflecting the senior secured deed of trust at exception number 15. Attached as Exhibit D to the Exhibit List are Declaration(s) of Disinterestedness executed by the brokers engaged on the transaction, who will be receiving the commissions outlined in the estimated closing statement, which the Trustee requested the brokers execute. About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. The Debtor tapped Stephan M. Brown, Esq., at the Bankruptcy Group, P.C., as counsel. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. Bradley Sharp was appointed as Chapter 11 Trustee for the estate of CS360 Towers, LLC pursuant to order of the court dated March 15, 2017. The assets of the estate include condominium units (both residential and commercial) in the building located at 500 N. Street, Sacramento, California, and various claims and causes of action. Attorneys for Chapter 11 Trustee Bradley Sharp: Jamie P. Dreher, Esq. Downey Brand LLP 621 Capitol Mall, 18th Floor Sacramento, CA 95814-4731 Telephone: (916) 444-1000 Facsimile: (91b) 444-2100 E-mail: jdreher@downeybrand.com CS360 TOWERS: Trustee's Sale of Condo Unit 1207 for $490K Approved ------------------------------------------------------------------ Judge Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California authorized Bradley Sharp, the Chapter 11 Trustee of CS360 Towers, LLC, to sell Condo Unit 1207 located at 500 N Street, Sacramento, California Kati Z. Buehler and Peter S. Buehler for $490,000. Except as otherwise provided in the Motion, the Sale Assets will be sold, transferred, and delivered to the Buyers on an "as is, where is" or "with all faults" basis. The Trustee is authorized to pay the following claims at closing of the sale: (i) total payoff of $270,205 to PolyComp Trust Co. (CND FBO Linda McKenna IRA), beneficiary under deed of trust recorded Aug. 25, 2016 as Book 20160825, Page 1361 of Official Records; (ii) all delinquent real property taxes and outstanding post-petition real property taxes pro-rated as of the closing with respect to the real property included among the purchased assets; and (iii) the closing costs identified, including broker commissions. The Buyers have not assumed any liabilities of the Debtor. The Trustee, and any escrow agent upon the Trustee's written instruction, will be authorized to make such disbursements on or after the closing of the sale as are required by the purchase agreement or order of the Court. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. The Debtor tapped Stephan M. Brown, Esq., at the Bankruptcy Group, P.C., as counsel. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. Bradley Sharp was appointed as Chapter 11 Trustee for the estate of CS360 Towers, LLC pursuant to order of the court dated March 15, 2017. The assets of the estate include condominium units (both residential and commercial) in the building located at 500 N. Street, Sacramento, California, and various claims and causes of action. Attorneys for Chapter 11 Trustee Bradley Sharp: Jamie P. Dreher, Esq. Downey Brand LLP 621 Capitol Mall, 18th Floor Sacramento, CA 95814-4731 Telephone: (916) 444-1000 Facsimile: (91b) 444-2100 E-mail: jdreher@downeybrand.com CYN RESTAURANTS: Taps Sound Coaching as Accountant -------------------------------------------------- Cyn Restaurants, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Sound Coaching, Inc. as its accountant. The firm will assist the Debtor in the preparation of its monthly operating reports and other financial statements; analyze financial information; assist in the preparation of a business plan and plan of reorganization; prepare tax returns; and provide other accounting services. The firm will charge these hourly rates: Partners $75 to $350 Managers/Consultants $75 to $350 Staff Accountants $75 to $350 Paraprofessionals $75 Michael Guttadaro, a member of Sound Coaching, disclosed in a court filing that the firm and its members are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Guttadaro Sound Coaching, Inc. 4749 Main Street Bridgeport, CT 06606 Phone: 203-371-4242 Fax: 203-371-2232 E-mail: info@soundcoachinginc.com About Cyn Restaurants Based in Shelton, Connecticut, Cyn Restaurants LLC operates a restaurant known as Stone's Throw located at 337 Roosevelt Drive, Seymour, Connecticut. Cyn Restaurants filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-30185) on Feb. 5, 2018. In the petition signed by Peter Hamme, the Debtor estimated $100,000 to $500,000 in assets and $500,001 to $1 million in liabilities. James M. Nugent, Esq., at Harlow, Adams & Friedman, P.C., is the Debtor's counsel. DAVE TAYLOR ELECTRIC: Settlement, Judgment Proceeds to Fund Plan ---------------------------------------------------------------- Dave Taylor Electric Service, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Indiana a disclosure statement to accompany its proposed chapter 11 plan. Dave Taylor Electric Service Inc., was incorporated on Nov. 3, 2007. Dave Taylor operated his electrical business as a sole proprietorship previously and is its sole officer, shareholder and director. Dave relinquished control to his daughter, Laura Taylor, and her friend, Michelle Wells. Unfortunately, his daughter and her friend, Michelle, transferred for their benefit the franchise for Generac Sales and Service Dealership in 2012 as well as other assets. They also transferred many service contracts. They also failed to pay withholding taxes and other debts accrued by them without knowledge or consent of Dave Taylor. Upon his wife's passing, Dave returned to operate and manage, but found the losses insurmountable and faced with loss of goodwill and diminished assets all caused by his daughter and Wells. The Debtor completed all existing contracts during the Chapter 11 and has retainage and receivables as disclosed in the petition. Taylor also has a counterclaim for theft of corporate assets against Laura and Wells. All parts and inventory was used in completion of work during the Chapter 11. The damages suffered are sizeable and if any proceeds are recovered will be paid pursuant to the Plan. The Debtor has secured debts due Lafayette Bank and Trust of $37,000 secured by all personal and intangibles. Debtor's property also has a foreign judgment against it by Strategic Funding but was not perfected in Indiana. The IRS has a debt of close to $150,000 for unpaid withholding tax while Dave Taylor was absent caring for his wife. Indiana Workforce has a priority claim of $105,000 for unpaid unemployment tax accrued for same reason as IRS. Unsecured Creditors with claims not disputed are $100,000. Unsecured Creditors with allowed claims will be paid pro-rata until all allowed claims are paid in full. The lease with ED-Ann Properties for 3204 Olympia Dr was not assumed. The Debtor will collect all retainage due, and any restitution, settlement or judgment proceeds will be distributed when received to creditors in priority established by the plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/innb17-40305-64.pdf Dave Taylor Electric Service, Inc. filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No. 17-40305) on July 14, 2017, and is represented by David A. Rosenthal. DAVE'S AUTOMOTIVE: Disclosure Statement Gets Court's Final Nod -------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada approves Dave's Automotive & Truck Rental, Inc.'s disclosure statement for its chapter 11 plan filed on Nov. 8, 2017. The Troubled Company Reporter previously reported that each of the allowed Class 5 general unsecured claimholder will receive a pro rata share of each quarterly disbursement until all Class 5 claim holders have received a total disbursement equal to $50,000, which will pay each unsecured creditor approximately 20% of each allowed Class 5 claim. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb17-50410-31.pdf Dave's Automotive & Truck Rental, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-50410) on April 7, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin A. Darby, Esq., of Darby Law Practice, Ltd. DAVID DUEHN: Proposed Sale of Personal Property $108K Approved -------------------------------------------------------------- Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota authorized David James and Sherri Lynn Duehn to sell personal property, consisting of the following: (i) 2000 Chevy Pickup to Shawn Streich for $2,500; (ii) Pull Type White Fuel Barrel to Shawn Streich for $1,000; (iii) 2014 Merritt Trailer to Kevin Paulsrud Farms, Inc. for $41,000; (iv) 2012 Wilrich Field Cultivator to Schneider Farms, LLP for $35,000; (v) Kabota Lawn Mower to Chris/Ames Lawn Care for $5,000; (vi) Woods Batwing Mower to Loren Schwier/Golden Acres Grain Farm for $8,000; (vii) floater tires for Case to Rich Ruetti/Ruetti Farms, LLC for $7,500; and (viii) floater tires for John Deere to Matt Borge for $7,500. All liens, encumbrances, and other interests will attach to the proceeds of the sale of the personal property with the same dignity, priority, and extent as held against the personal property prior to the sale. The 14-day stay as provided by Fed. R. Bankr. P. 6004(h) is waived, and the order is effective immediately. The Debtors are authorized to sell the personal property upon all the terms set forth in the motion, the Order, and any agreements entered into by the parties. David James Duehn and Sherri Lynn Duehn sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-40466) on Feb. 21, 2018. The Debtors tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brut, as counsel. DAVID SEMAS: District Court Partly Grants Bids for Summary Judgment ------------------------------------------------------------------- The cases captioned CHEMEON SURFACE TECHNOLOGY, LLC, Related Plaintiff, v. METALAST INTERNATIONAL, INC. et al., Defendants. AND RELATED CLAIMS, Case Nos. 3:15-cv-00294-MMD-VPC, 3:15-cv-00295-MMD-VPC (D. Nev.) stems from the breakup of a business and disagreement over the terms of a subsequent settlement agreement. The parties involved in the case filed separate motions: (1) Defendants and Counterclaimants David M. Semas, Metalast International, Inc., and Sierra Dorado, Inc.'s ("Metalast Defendants") Motion for Partial Summary Judgment; (2) Plaintiff Chemeon Surface Technology, LLC's Motion for Summary Judgment; and (3) Defendant Marc Harris' Motion for Summary Judgment. The Court held a hearing on the relevant motions on March 16, 2018. Upon review, District Judge Miranda M. Du granted in part and denied part Metalast Defendants' Motion, granted in part and denied in part Plaintiff's Motion, and granted in part and denied in part Harris' Motion. Metalast Defendants seek partial summary judgment as to two issues: (1) whether certain claims are barred based on the prior settlement and release (specifically, trademark infringement, breach of Semas' fiduciary duty to the LLC, breach by Semas of the LLC's operating agreement, contractual and tortious breach of the implied covenant of good faith and fair dealing based on breach of the LLC's operating agreement, conversion, conspiracy, and breach of Semas' employment contract with the LLC); and (2) whether Chemeon has any evidence that supports other claims (specifically misappropriation of trade secrets, copyright infringement, intentional interference with prospective economic advantage, unfair competition, consumer fraud, and unjust enrichment). Plaintiff seeks summary judgment on its claims, consisting of: (1) copyright infringement against Metalast Defendants and Harris; (2) misappropriation of trade secrets against Metalast Defendants and Harris; (3) cancellation of the Metalast wordmark; (4) cancellation of the Logo Marks; (5) breach of fiduciary duty to the LLC against Semas; (6) breach of the LLC's operating agreement against Semas; (7) breach by Semas of his employment agreement with the LLC; (8) Counterclaimants' breach of contract counterclaim; and (9) Counterclaimants' specific performance counterclaim. Harris seeks summary judgment on Chemeon's claims of: (1) misappropriation of trade secrets; (2) copyright infringement; (3) intentional interference with prospective economic advantage; and (4) unfair competition. Metalast Defendants argue that claims for breach of Semas' employment agreement, breach of the LLC's operating agreement, contractual and tortious breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, conversion, and conspiracy are barred under the Settlement's release provision. The Court agrees that all claims identified by Metalast Defendants except for the breach of employment agreement claim are covered under the Settlement's release provision. Chemeon generally relies on alleged conduct that occurred before the dissolution of the LLC through the 2013 asset sale to support these claims. For instance, in the SAC, Plaintiff bases the breach of operating agreement, breach of implied covenant of good faith and fair dealing, and breach of fiduciary duty claims on Semas causing the LLC to pay for trademark registrations of Semas/the Inc., improperly paying excessive perquisite benefits, travel and entertainment expenses, and reimbursements using the LLC's funds. Chemeon's Motion similarly points to Semas spending LLC funds on trademark registrations that he owned as the basis for the claims related to breach of the operating agreement and breach of fiduciary duty. This alleged conduct occurred while the LLC still existed. Thus, the release provision of the Settlement bars these claims, and the Court grants summary judgment in favor of Metalast Defendants as to these claims. Similarly, while Chemeon does not actually address Semas' contention that the conversion claim is based on acts arising before the Release Date, in the SAC Plaintiff states that the conversion claim is based on Defendants "spending [the LLC's] funds on property, such as trademark registrations, that were owned or to be owned by the Inc. or D. Semas, and improperly paying excessive perquisite benefits, large travel and entertainment expenses, and reimbursements to themselves and others with [the LLC's] funds." Because these events clearly arose while the LLC still existed, and thus prior to the Release Date, and because Chemeon has not met its burden in opposing summary judgment on this claim, the Court grants summary judgment in favor of Semas on Plaintiff's conversion claim. Metalast Defendants next move for summary judgment on Plaintiff's claims of misappropriation of trade secrets, copyright infringement, interference with prospective economic advantage, unfair competition, consumer fraud, and unjust enrichment against them, contending that Plaintiff fails to support these claims with any evidence. The Court finds that summary judgment should be granted in favor of Metalast Defendants as to Plaintiff's claims for intentional interference with prospective economic advantage, unfair competition, consumer fraud, and unjust enrichment. Both Plaintiff and Metalast Defendants seek summary judgment on Plaintiff's claim of copyright infringement against Metalast Defendants. Metalast Defendants argue that there is no evidence that copyright infringement occurred after the Release Date. Chemeon's Motion states that copyright infringement occurred when Semas distributed Chemeon's copyrighted works to Sutter and when Semas submitted specimens in his June 2015 wordmark renewal application to the USPTO. The Court denies summary judgment and finds there is a factual dispute regarding whether infringement occurred when Semas used the specimens in support of his renewal application. Harris moves for summary judgment on the claims he identifies as being brought against him: (1) misappropriation of trade secrets; (2) copyright infringement; (3) intentional interference with prospective economic advantage; and (4) unfair competition. Chemeon moves for summary judgment against Harris on its claims for misappropriation of trade secrets claim and copyright infringement. Because granting Plaintiff's Motion as to Harris would inevitably require the Court to assess whether the requested relief--a permanent injunction against Harris--is warranted, and because neither Plaintiff nor Harris addressed the four-factor test for a permanent injunction, the Court denies Plaintiff's Motion as it relates to Harris and grants in part and denies in part Harris' Motion. A full-text copy of the Court's Order dated March 30, 2018 is available at https://is.gd/P4YIPY from Leagle.com. Chemeon Surface Technology, LLC, Plaintiff, represented by Robert C. Ryan -- rcryan@hollandhart.com -- Holland & Hart LLP, Christopher Brett Hadley , Dart, Adamson & Donovan, pro hac vice & Tamara Reid -- treid@hollandhart.com -- Holland & Hart LLP. Metalast International, Inc., Metalast, Inc., Sierra Dorado, Inc., David M. Semas, Greg D. Semas & Wendi Semas-Fauria, Defendants, represented by Michael D. Hoy , Hoy Chrissinger Kimmel. Marc Harris, [348] Second Amended Complaint; Keep Harris active till ruling on [331], Defendant, pro se. David M. Semas, [50][51] Counterclaim & Metalast International, Inc., [50][51] Counterclaim, Counter Claimants, represented by Michael D. Hoy , Hoy Chrissinger Kimmel. Chemeon Surface Technology, LLC, [50][51] Counterclaim, Dean S Meiling, [50][51] Counterclaim & Madylon Meiling, [50][51] Counterclaim, Counter Defendants, represented by Teague I. Donahey -- tidonehey@hollandheart.com -- Holland & Hart, Christopher Brett Hadley , Dart, Adamson & Donovan, pro hac vice, Robert C. Ryan , Holland & Hart LLP & Tamara Reid , Holland & Hart LLP. Stephen R. Harris, Interested Party, pro se. Ian Burns, Material Witness, represented by Kent R. Robison , Robison, Belaustegui, Sharp & Low & Therese Shanks , Robison Belaustegui Sharp & Low. About David and Susan Semas On Dec. 11, 2013, individual debtors David M. Semas and Susan O. Semas filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 13-52337). On April 6, 2015, the Court entered an order confirming the Debtors' Second Amended Plan of Reorganization, as amended. The assets of the bankrupt estate have revested in the Debtors upon Plan Confirmation. DELOS MEGACORE: Taps Forshey & Prostok as Legal Counsel ------------------------------------------------------- Delos Megacore, Ltd., 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; participate in negotiations of 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: Partners $575 to $625 Of Counsel $425 to $450 Legal Assistants $175 to $225 Paralegals $175 to $225 The Debtor paid Forshey & Prostok a pre-bankruptcy retainer in the sum of $50,000. Forshey & Prostok is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Jeff P. Prostok, Esq. Forshey & Prostok, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 E-mail: jpp@forsheyprostok.com E-mail: jprostok@forsheyprostok.com About Delos Megacore Ltd. Delos Megacore, Ltd., is a privately-held company in Dallas, Texas. It owns 20% of the equity interest in OD Investments, Ltd., which owns 100% of the equity interest in Fire Navigation, Inc. Delos Megacore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-40992) on March 11, 2018. In the petition signed by John H. Carney, manager, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Mark X. Mullin presides over the case. DESTINATION PROPERTIES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- The Office of the U.S. Trustee on April 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Destination Properties of America LLC. Destination Properties is represented by: Jonathan M. Stemerman, Esq. Elliot Greenleaf, PC 1105 North Market Street, Suite 1700 Wilmington, DE 19801 Tel: 302-384-9400 Fax: 302-384-9399 Email: jms@elliottgreenleaf.com About Destination Properties of America LLC Destination Properties of America LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10732) on March 27, 2018. Norman J. Bashkingy, managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Laurie Selber Silverstein presides over the case. Elliot Greenleaf, PC is the Debtor's bankruptcy counsel. DMP PARTERS: $550K Private Sale of Mesa Property Approved --------------------------------------------------------- Judge Janice D. Lloyd of the U.S. Western District of Oklahoma authorized the private sale by DMP Partners - Arizona, LLC, doing business as Affordable Cremmation & Burial Chapel, of (i) personal property including, but not limited to, all furniture, fixtures and equipment and applicable intangible personal property; and (ii) the real property located at 1110 S. Horne, Unit 6 and 1130 S. Horne, Mesa, Arizona to A Legacy Funeral Home, LLC for $550,000. The sale is free and clear of all liens, claims and encumbrances. The $550,000 purchase price will be distributed as follows: (i) costs of closing; (ii) outstanding real estate taxes; (iii) first lien in favor of Maricopa County Treasurer, P.O. Box 52133, Phoenix, AZ 85072; and (iv) second lien in favor of Republic Bank & Trust, P.O. Box 5369, Norman, OK 73070. The closing date for the sale will be as soon as practicable after the entry of the Order. In addition to the $550,000 purchase price, the Buyer will cause Hal Wm. Ezzell to be released from the judgment obtained in Case No. CV-2011-092178 in the Superior Court for the State of Arizona in Maricopa County, which was domesticated as a foreign judgment in Case No. CV-2012-2713, Oklahoma County, State of Oklahoma pursuant to the terms and conditions of the Asset Purchase Agreement attached to the Motion. About DMP Partners DMP Partners Arizona, LLC, based in Norman, OK, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 16-14920) on Dec. 9, 2016. In its petition, the Debtor disclosed $1.61 million in assets and $2.23 million in liabilities. Hal William Ezzell, member, signed the petition. The Hon. Janice D. Loyd is the case judge. Gary D. Hammond, Esq., at Mitchell & Hammond, serves as bankruptcy counsel to the Debtor. EAST COAST TVS: PPS Seeks Appointment of Chapter 11 Trustee ----------------------------------------------------------- Priority Payment Systems, LLC asks the United States Bankruptcy Court Eastern District of New York to (a) allow PPS relief from the automatic stay nunc pro tunc to February 15, 2018 for the purpose of terminating the Agreements; and (b) direct the U.S. Trustee to appoint a Chapter 11 trustee in the bankruptcy case of East Coast TVS Inc. and its affiliate Garden State Installations II, Inc. Prior to Petition Date, both of the Debtors and PPS entered into certain agreements whereby PPS and/or its predecessor, Cynergy Data LLC, agreed to provide credit-card transaction processing services to the Debtors. East Coast agreed that PPS was and is entitled to complete security and protection against any actual and potential chargebacks resulting from any processing. The Debtors are presently in material breach of the Agreements, through amounts of chargebacks that are massive -- both by dollar amount and on a percentage basis -- by consumer cardholders claiming they were defrauded by the Debtors. As a result of the massive volume of chargebacks by consumer cardholders who dealt with East Coast, East Coast violated the MasterCard/Visa rules that govern the credit-card system, making it impossible for any participant in the credit-card system to clear transactions for East Coast. Merchants like East Coast are permitted chargeback rates of no more than 1% (the percentage of chargebacks compared to sales). Both by dollar amounts and percentages, East Coast's chargeback rate from December 2017 to the Petition Date rose from 12.6%, then to 22.7%, then to a breathtaking 304.4%. In addition, consumer cardholders have asserted an additional $792,926.86 in chargebacks just during the pendency of this bankruptcy case through March 6, 2018. Thus, PPS believes that it is too late for the Debtors to cure certain material nonmonetary defaults under the Agreements, including the Debtors' non-monetary breaches related to excessive chargebacks, as well as the Debtors' failure to abide by VISA/MasterCard rules. Unfortunately, so far, PPS and CPS are among the biggest losers in the Debtors' fraud -- the losses from which have mounted post-petition, at an average rate (as of March 6, 2017) of $31,717.07 of additional chargebacks per day. Due to the potentially unlimited exposure of processors like PPS, the applicable agreements must, and do, make engaging in credit-card sales a privilege, not a right, and PPS has an absolute right to terminate any relationship with the Debtors. PPS complains that as of March 6, the Debtors, who owed PPS over $700,000, treated the Agreements as a contract extending financial accommodations to or for the benefit of the Debtors. PPS is therefore entitled to terminate the Agreements pursuant to section 365(e)(2)(B) of the Bankruptcy Code, and the Debtors are prohibited from assuming and assigning them pursuant to section 365(c)(2) of the Bankruptcy Code. Moreover, in light of the incurable breaches pre-petition and post-petition, PPS asserts that it is impossible for the Debtors to provide adequate protection or adequate assurance of future performance. Indeed, it would take the Debtors' posting an acceptable reserve to PPS for many millions of dollars -- and even then, no bank in the MasterCard/Visa system would or could do business with a merchant like the Debtors, with their extraordinary record of massive chargebacks. Therefore, PPS asserts that it should be permitted to terminate the Agreements. In addition, given their egregious behavior, PPS contends that the Debtor's current management cannot be given the benefit of the doubt and be relied upon by creditors to fulfill the fiduciary responsibilities of a debtor-in-possession. Thus, the immediate appointment of a trustee would be in the interests of creditors and other interests of this estate. Attorneys for Priority Payment Systems, LLC Jeffrey J. Wild, Esq. David M. Banker, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas, 17th Floor New York, New York 10020 Telephone: (212) 262-6700 Facsimile: (212) 262-7402 About East Coast TVS Inc. Founded in 2008, East Coast TVS Inc. is an electronics e-tailer based out of Linden, New Jersey. The Company sells televisions; audio equipment; video players and projectors; cameras and camcorders; and home appliances. East Coast TVS Inc. and its affiliate Garden State Installations II, Inc. filed separate Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 18-40765 and 18-40767, respectively), on February 9, 2018. The Petitions were signed by Isaac Barnathan, president. Judge Elizabeth S. Stong is assigned to these cases. The Debtor is represented by Michael S Fox, Esq. of Olshan Frome Wolosky LLP. At the time of filing, East Coast TVS had $100,000 to $500,000 in estimated assets and $1 million to $10 million estimated debt, while Garden State had at least $50,000 in assets and $1 million to $10 million in estimated liabilities. EDIFICE GROUP: Fifth Third to be Paid Monthly at 5% in Latest Plan ------------------------------------------------------------------ Edifice Group, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement with regard to its first amended and restated chapter 11 plan dated March 30, 2018. Class 1A in the amended plan consists of the Allowed Secured Claim of Fifth Third Bank in the amount of $124,705. The Allowed Secured Claim of Fifth Third will accrue interest at a rate of 5% per annum and will be amortized over 5 years with monthly payments beginning on the Effective Date and continuing on a like day of each month thereafter in the approximate amount of $2,353.34. The previous version of the plan provided that the Allowed Secured Claim of Fifth Third will accrue interest at a rate of 4% per annum. A full-text copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/ganb17-59367-106.pdf About Edifice Group Edifice Group, Inc., was formed in 2005 with a focus on digital direct marketing. Its clients include Fortune 500 and 1000 companies in banking, financial services, healthcare, retail, utilities and real estate. Edifice Group is composed of two main branches, Databilities and Edifice Automotive. In building its enterprise email delivery platform and database, the Company has become a Microsoft partner and an Acxiom strategic partner. Edifice Group filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-59367), on May 30, 2017. The Debtor is represented by G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A. No creditors' committee, trustee or examiner has been appointed. ELITE INSTALLS: May 23 Plan Confirmation Hearing ------------------------------------------------ Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada approved Elite Installs LLC's amended disclosure statement describing its plan of reorganization. Any and all ballots are to be filed five business days before the hearing on the confirmation of the plan. Any party objecting to the confirmation of the plan is to serve notice five business days before the confirmation hearing. May 23, 2018 at 1:30 p.m. is fixed as the date for the hearing of confirmation of the reorganization plan. About Elite Installs, LLC Elite Installs LLC is the original premier appliance installation company serving Las Vegas, Henderson, Reno and the Sacramento/San Francisco Bay area. Based in Las Vegas Nevada, Elite Installs LLC filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13633) on July 5, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by David J. Winterton of David J. Winterton & Associates, Ltd as counsel. ELITE RESORTS: Hires ChildersLaw as Counsel ------------------------------------------- Elite Resorts Managers, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ ChildersLaw, LLC, as counsel to the Debtor. Elite Resorts requires ChildersLaw to: a. prepare all Schedules, Statements, Declarations, and other papers to be filed in this case on behalf of the Debtor; b. advise and counsel the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Guidelines and Reporting Requirements and with the rules and Orders of the Court; c. defend any causes of action on behalf of the Debtor; d. protect the interests of the Debtor in all matters before the Court; e. prepare on behalf of the Debtor all necessary applications, motions, reports, pleadings, orders, adversary proceedings, and other legal documents necessary in the Chapter 11 case; f. counsel the Debtor with regard to its rights and obligations as a Debtor-in-Possession; g. represent the Debtor in negotiation with its creditors and in preparation of a Chapter 11 Plan of Reorganization and a Disclosure Statement; and h. provide all services to the Debtor of a legal nature in the field of bankruptcy law. ChildersLaw will be paid at these hourly rates: Attorneys $375 Associates $275 Paraprofessionals $50 to $150 ChildersLaw will be paid a retainer in the amount of $25,000. ChildersLaw will also be reimbursed for reasonable out-of-pocket expenses incurred. Seldon J. Childers, a partner at ChildersLaw, 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. ChildersLaw can be reached at: Seldon J. Childers, Esq. CHILDERSLAW, LLC 2135 NW 40th Terrace, Suite B Gainesville, FL 32605 Tel: (866) 996-6104 Fax: (407) 209-3870 E-mail: jchilders@smartbizlaw.com About Elite Resorts Managers Elite Resorts Managers, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-01066) on Feb. 27, 2018, disclosing under $1 million in both assets and liabilities. Seldon J. Childers, Esq., at Childers Law LLC, is the Debtor's counsel. ENRIQUE SOLIS: $190K Sale of Crane Property Denied as Moot ---------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas denied as moot Enrique Gonzalez Solis' sale of the real property located at 1123 S. Dorothea, Crane, Crane County, Texas to Shelby and Enrique M. Solis, III for $190,000. Enrique Gonzalez Solis sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 17-70130) on July 23, 2017. The Debtor tapped Jesse Blanco, Jr., Esq., as counsel. EPICENTER PARTNERS: Modifications Needed to Confirm CPF Plan ------------------------------------------------------------ Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona analyzed three competing Chapter 11 plans of reorganization filed by the debtors. The plans are the Second Amended Chapter 11 Plan of Reorganization for Epicenter Partners L.L.C. and Gray Meyer Fannin L.L.C. (the "May Debtors Plan"); (2) the Chapter 11 Plan of Reorganization for Sonoran Desert Land Investors LLC, East of Epicenter LLC, and Gray Phoenix Desert Ridge II, LLC Amended April 2017 (the "July Debtors Plan"); and (3) the Third Amended Joint Plan of Reorganization for all Debtors with Non-Adverse Modifications (the "CPF Plan"). Judge Wanslee finds that the CPF Plan is confirmable, with certain modifications, and will confirm that plan once the required modifications are made. The Debtors' Plans propose to repay secured creditor CPF Vaseo Associates, LLC with "partial-dirt-for-debt" treatment and faces significant challenges to confirmation. The CPF Plan is a liquidating plan. The assets in these cases include leaseholds of 20 acres and 96 acres. The parties disputed the value of the real property at issue, and there are widely varying asserted aggregate values of between $67,067,950 and $196,228,750. Debtors assert that conservative "as is" value of the real property to be transferred to CPF is $112,484,129. The May Debtors filed the Second Amended Chapter 11 Plan of Reorganization and the Disclosure Statement to Accompany Second Amended Chapter 11 Plan of Reorganization for Epicenter Partners LLC and Gray Meyer Fannin LLC on Dec. 29, 2016. The Second Amended Plan disputes CPF's secured claims, classifies them in Classes 2 (CPF Buford Secured Claim) and 3 (CPF STB Secured Claim), and sets forth two options for treatment, to be at CPF's election. The Plan Modification adds a third option for the treatment of CPF's Class 2 and 3 claims at the discretion of May Debtors, "so long as it has been accepted and agreed to by CPF, or is approved by the Court." In sum, the May Debtors' Plan proposes to assign a portion of the leasehold in the 96 Acre Lease to its secured creditor, CPF, as a deemed payment on CPF's allowed secured claim. The assigned portion is comprised of 88.498 Acres. May Debtors also further propose to retain or assign to themselves from the 96 Acre Lease, four proposed conceptual parcels comprised of 8.01 acres, constituting the balance of the 96 Acre Parcel after the CPF Assignment. Additional funding will be provided by sale proceeds from affiliate Biltmore 24 Investors SPE, LLC. On Oct. 4, 2016, the July Debtors filed a Chapter 11 Plan. July Debtors filed an Amended Plan on March 27, 2017 and another Amended Plan on April 7, 2017. The July Debtor's plan classifies CPF's claim in Class 1 and Class 2. The July Debtors' plan proposes to satisfy CPF’s secured claims in full through: (i) transferring the 20 Acre Parcel with all associated entitlements (ii) transferring the 5.92 Acre Parcel in fee simple and (iii) payment of the balance of CPF's secured claim within 36 months after the effective date of the July Debtors' plan with interest-only payments quarterly at the rate of 5.75% simple interest and a balloon payment after 36 months, secured by CPF's existing lien against the Blue Sky Property. July Debtors assert that CPF's claims against the July Debtors will be paid in full on the Effective Date. For any remaining balance owed on the CPF claim, the Debtors assert that the Blue Sky Property has more than sufficient value to provide sufficient security to protect CPF's claim. After the Effective Date payments, interest would accrue at 5.75%, which is an adjustment of approximately 1.50% over the current prime rate of 4.25%. On August 4, 2017, CPF filed its Third Amended Joint Plan of Reorganization for All Debtors with Non-Adverse Modifications. CPF’s Third Amended Joint Plan provides that CPF will retain its liens in its collateral and be paid from the proceeds of the sale of the Desert Ridge property in bulk after marketing by an independent liquidating trustee and CBRE, a nationally recognized broker retained by the Debtors in these cases to market and sell the Desert Ridge property. CPF’s Plan commits it to advance an additional $5.5 million to the Debtors’ estates for the immediate payment of administrative and unsecured claims. After analyzing the plans, Judge Wanslee finds and concludes that CPF's Plan is preferable and confirmable with certain modifications. The CPF Plan is supported by Desert Ridge Community Association, Emerald Equities, LLC, the ASLD, and the Committee. Four unsecured creditors voted to accept CPF's Plan, which represents claims totaling $164,709.05. All four of these claims were transferred to CPF. As a sale/liquidation plan, CPF's Plan provides for the appointment of a liquidation trustee and a broker to market and sell the Debtors' property by public auction, with sale proceeds distributed in accordance with the Bankruptcy Code. CPF will advance an additional $8.2 million of exit financing on the Effective Date to pay administrative and unsecured creditors. The CPF Plan also provides that all Equity Security Holders will retain their interests and receive all remaining sales proceeds after creditor claims have been paid in full. CPF argues, and the Court agrees, that CPF's Plan avoids years of future litigation with the ASLD over the Debtors’ proposed development of the Desert Ridge commercial core property and alleged attempted severance of the Master Developer and Declarant Rights from the 96.5A Core Lease. The CPF Plan preserves the ability of equity holders to receive value if Mr. Bruce Gray's pricing expectations are reflective of the true market value of the properties. In contrast, the Debtors' partial dirt-for-debt plans propose to shift all of the risk of realizing the value that Mr. Gray claims exist from the Debtors and its Equity Security Holders to CPF. The CPF Plan provides a fair and equitable resolution of all five bankruptcy cases. And, although they are separate Debtors and cases, they are all related and the Court is mindful of the fact that there is substantial overlap of creditors, issues and interests, financial and otherwise, at stake. If the Court were to confirm either one of the Debtors’ plans, the Court would be forced to deny confirmation of the CPF Plan. In doing so, the Court would substantially increase the risk that the creditors of either the May Debtors or the July Debtors or all Debtors would receive no recovery. On balance, the Court finds and determines that the risk of confirming either or both of the more speculative dirt-for-debt plans proposed by the Debtors mitigates in favor of the CPF Plan. In sum, the Court finds and concludes that the Debtors purported tender on July 7, 2017 fails to satisfy the requirements for a valid tender of payment. While the Debtors' proposal showed that Debtors were willing to surrender substantial property, their offer was not without conditions and it was not valid as a matter of law. Without a valid tender, it is not possible to stop the accrual of interest and fees allowed under 11 U.S.C. section 506. Further, the May and July Debtors' Plans fail to meet certain enumerated requirements of Sections 1129(a) and (b) that are essential for confirmation. The Court, therefore, denies confirmation of the May Debtors' plan, denies confirmation of the July Debtors' plan, and grants the confirmation of the CPF plan subject to the following modifications being incorporated into the order of confirmation: (1) provide that equity holders are able to object to claims as provided for under Fed. R. Bankr. P 3007; (2) extend the marketing period to 6 to 9 months, unless the Debtors consent otherwise; and (3) modify the post-effective date interest rate to 10%. A full-text copy of Judge Wanslee's Decision dated March 31, 2018 is available at: http://bankrupt.com/misc/azb2-16-05493-969.pdf About Epicenter Partners Epicenter Partners LLC was formed in 2004 to acquire, manage, sell or hold land for investment. Gray Meyer Fannin LLC came into existence in 2001 and was originally formed to provide development services for affiliates. Both are fully owned by Gray/Western Development Company and managed, pursuant to that entity, by Bruce Gray. The companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 16-05493) on May 16, 2016. Epicenter disclosed $143,212,665 in assets and $66,913,279 in liabilities. Epicenter and GMF tapped Thomas J. Salerno, Esq., at Stinson Leonard Street, LLP, as their Chapter 11 counsel. Mesch Clark Rothschild was later hired as substitute counsel to Stinson Leonard Street. On June 15, 2016, the Office of the U.S. Trustee appointed five creditors of Epicenter and GMF to serve on the official committee of unsecured creditors. The committee is represented by Michael W. Carmel, Ltd., as counsel. On November 22, 2016, Sonoran Desert Land Investors LLC, East of Epicenter LLC, and Gray Phoenix Desert Ridge II LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 16-07659 to 16-07661). The cases are jointly administered with that of Epicenter. On February 6, 2017, CPF Vaseo Associates LLC, a secured creditor, proposed a plan of reorganization for Epicenter, Gray Meyer, Sonoran, East of Epicenter, and Gray Phoenix. On February 7, 2017, Sonoran, East of Epicenter and Gray Phoenix filed a plan of reorganization and disclosure statement proposing to pay their general unsecured creditors in full. The plan has been proposed for the three companies only. EXETER HOLDING: Ct. Narrows Claims in Committee Suit vs Trusts -------------------------------------------------------------- District Judge Joanna Seybert grants in part and denies in part the motion to dismiss the adversary proceeding captioned OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF EXETER HOLDING, LTD., Plaintiff, v. LINDA HALTMAN, et al., Defendants, No. 13-CV-5475 (JS)(AKT) (E.D.N.Y.) filed by several Defendants. The Official Committee of Unsecured Creditors of Exeter Holding, Ltd., commenced this adversary proceeding against officers, directors, and insiders of Exeter Holdings, Ltd. following the commencement of bankruptcy proceedings by Exeter. On Sept. 18, 2013, the reference to the Bankruptcy Court was withdrawn, and proceedings began in this Court. The Defendants include Arnold Frank and Sondra Frank; their three children Linda Haltman, Bruce Frank, and Larry Frank; and their grandchildren, trusts and other entities. Plaintiff alleges that Defendants defrauded Exeter's creditors by transferring funds to themselves, trusts, and other entities they control and seeks to recover approximately $29 million. A group of Defendants filed the motion to dismiss. The Moving Defendants consist of the following: (1) the C.H. Trust, the Ryann Haltman Trust, the Samantha Haltman Trust, the B.F. Trust, the E.F. Trust, the J.F. Trust, the K.F. Trust, the Barbara Cohen -- Linda Haltman Trust, the Murray Cohen -- Linda Haltman Trust, the Barbara Cohen -- Bruce Frank Trust, the Murray Cohen -- Bruce Frank Trust, the Barbara Cohen -- Larry Frank Trust, and the Murray Cohen -- Larry Frank Trust (the Moving Trusts); (2) Linda Haltman and Michael Haltman as trustees for the C.H. Trust, the Ryann Haltman Trust, and the Samantha Haltman Trust; Bruce Frank and Kathleen Frank as trustees for the B.F. Trust, E.F. Trust, the J.F. Trust, and the K.F. Trust; and Sondra Frank as trustee for the Barbara Cohen -- Linda Haltman Trust, the Murray Cohen -- Linda Haltman Trust, the Barbara Cohen -- Bruce Frank Trust, the Murray Cohen -- Bruce Frank Trust, the Barbara Cohen -- Larry Frank Trust, and the Murray Cohen -- Larry Frank Trust (the Moving Trustees); (3) C.H., B.F., E.F., J.F., and K.F.4 (the Minor Grandchildren); (4) Linda and Michael Haltman as guardians of C.H., and Bruce and Kathleen Frank as guardians of B.F., E.F., J.F., and K.F. (the Guardians of the Minor Grandchildren); and (5) Ryann Haltman and Samantha Haltman, (the Non-Minor Grandchildren). The Plaintiff’s complaint asserts asserts thirteen claims: (1) fraud against all Defendants; (2) actual fraudulent transfer under Section 548(a)(1)(A) of the Bankruptcy Code against all Defendants; (3) actual fraudulent conveyance under Sections 276 and 276-a of the New York Debtor and Creditor Law ("New York DCL") against all Defendants; (4) constructive fraudulent transfer under Section 548(a)(1)(B) of the Bankruptcy Code against all Defendants; (5) constructive fraudulent conveyance under Sections 273, 274, and 275 of the New York DCL against all Defendants; (6) to set aside avoidable preferences under Section 547 of the Bankruptcy Code against the Preferential Transfer Defendants;12 (7) breach of fiduciary duty of care against Linda Haltman and Arnold Frank; (8) breach of fiduciary duty of loyalty against Linda Haltman and Arnold Frank; (9) aiding and abetting a breach of fiduciary duty against all Defendants; (10) for a violation of Section 720 of the New York Business Corporations Law against Linda Haltman and Arnold Frank; (11) for a declaratory judgment that "Exeter and the Alter Ego Insiders are or were the alter egos of the Property Corporations and Exeter, respectively, and are therefore liable for all of their debts"; (12) turnover and accounting under Section 542 of the Bankruptcy Code against all Defendants; and (13) unjust enrichment against the Fraudulent Transfer Recipient Defendants. The Moving Defendants argue that the Moving Trusts should be dismissed from this action because "the trustee of a trust [is] the real party in interest" and the trustees are also named as Defendants. Plaintiff opposes the dismissal of the Moving Trusts, arguing that the Moving Defendants have offered no controlling authority supporting dismissal and that the Committee named the Moving Trusts as Defendants to ensure that all necessary parties were joined. Here, the trustees' and beneficiaries' interests are aligned, and there is no conflict of interest between them. Thus, the claims against C.H., B.F., E.F., J.F., and K.F. and the claims against Linda and Michael Haltman as guardians of C.H., and Bruce and Kathleen Frank as guardians of B.F., E.F., J.F., and K.F. are dismissed. Additionally, the Complaint does not include any specific allegations regarding Ryann Haltman other than in his capacity as a beneficiary. Therefore, for the same reasons, the claims against Ryann Haltman are also dismissed The Moving Defendants also argue that the turnover and accounting claim should be dismissed against the Moving Trusts and Samantha Haltman, because until assets are recovered, the Committee cannot assert a claim for turnover. Plaintiff responds that pairing the fraudulent transfer claims and the turnover claims promotes judicial economy. The Committee's claim for turnover is based on Section 542 of the Bankruptcy Code. Section 542 requires that, after the commencement of a bankruptcy proceeding, entities or individuals in possession of the debtor's property turn it over to the trustee. 11 U.S.C. section 542. Because the Committee has not sufficiently pled fraudulent conveyance claims against the Moving Trusts and the Moving Trustees, the turnover and accounting claims against them are dismissed. However, the Court declines to dismiss the turnover and accounting claim against Samantha Haltman in light of the fact that Plaintiff has asserted a viable fraudulent conveyance claim against her. The Moving Defendants contend that "consider[ing] the nominal sums involved, the fact that the Debtor's policy of reimbursing family Medical Expenses was in effect long before February 1, 2006 and the additional fact that Education Expenses were charged against Investment Accounts funded by the Grandchildren," the Court should dismiss the unjust enrichment claim against the Moving Trusts and Samantha Haltman. Plaintiff responds that these facts are extraneous and that the allegations are adequate to state a claim for unjust enrichment. The Court declines to dismiss the unjust enrichment claim for any of the reasons stated by the Moving Defendants. However, dismissal of this claim is warranted against the Moving Trusts and the Moving Trustees because as set forth above, the Complaint fails to state a claim for fraudulent conveyance claims against them. In other words, the Complaint fails to allege that they benefitted at the expenses of Exeter's creditors. Therefore, the unjust enrichment claims against the Moving Trusts and the Moving Trustees are dismissed. However, the unjust enrichment claim against Samantha Haltman will proceed. A full-text copy of Judge Seybert's Memorandum and Order dated March 30, 2018 is available at https://is.gd/bfUZyh from Leagle.com. Melanie L. Cyganowski, Mediator, represented by Lloyd M. Green, Otterbourg, Steindler, Houston & Rosen. Adam Markel, Esq., Movant, represented by Matthew E. Lewitz, Hinshaw & Culbertson LLP & Philip Touitou -- ptouitou@hinshawlaw.com -- Hinshaw & Culbertson, LLP. Plan Administrator, Gary Herbst, Plaintiff, represented by John Dalgarno Roesser, Roesser PLLC, Daniel T. Ostrow , Arnold & Porter, LLP & Michael David Igyarto, Arnold & Porter LLP. Official Committee of Unsecured Creditors of Exeter Holding, Ltd., Plaintiff, represented by John Dalgarno Roesser, Roesser PLLC. Linda Haltman, Individually, Michael Haltman, Individually, Samantha Haltman, Ryann Haltman Trust, Samantha Haltman Trust, 124 New York Avenue Corp., 140 Maggie Drive Corp., 22 Bridge Lane Corp., 22 West Hills Court Corp., 29 Mill Farm Lane Corp., 207 Parrish Pond Court West Corp., 3 Lewis Lane Corp., Begonia Court Corp., Bittersweet Partners Inc., Eden Rock Corp., Short Path House Corp., Sound Side Ventures, Ltd. & Via Trenta Corp., Defendants, represented by Marc A. Pergament , Weinberg, Gross & Pergament, LLP & Marc J. Weingard , Weinberg, Gross & Pergament LLP. Bruce Frank, Individually, Defendant, pro se. Kathleen Frank, Individually, Defendant, pro se. Larry Frank, Individually & Larry Frank, as a Trustee for the Arnold and Sondra Frank Irrevocable Trust, Defendants, represented by Norma E. Ortiz, Ortiz & Ortiz, L.L.P. Arnold Frank, Individually, Defendant, pro se. Sondra Frank, Individually, Defendant, pro se. Sondra Frank, as a Trustee for the Barbara Cohen-Linda Haltman Trust, the Murray Cohen-Linda Haltman Trust, the Barbara Cohen-Bruce Frank Trust, the Murray Cohen-Bruce Frank Haltman Trust, the Barbara Cohen-Larry Frank Trust, the Murray Cohen-Larry Frank Trust, Defendant, pro se. Arnold and Sondra Frank Irrevocable Trust, Barbara Cohen-Linda Haltman Trust, Murray Cohen-Linda Haltman Trust, Barbara Cohen-Bruce Frank Trust, Murray Cohen-Bruce Frank Trust, Barbara Cohen-Larry Frank Trust & Murray Cohen-Larry Frank Trust, Defendants, represented by Marc A. Pergament, Weinberg, Gross & Pergament, LLP. B.F. Trust, Defendant, pro se. C.H. Trust, Defendant, represented by Marc J. Weingard, Weinberg, Gross & Pergament LLP. E.F. Trust, Defendant, pro se. J.F. Trust, Defendant, pro se. K.F. Trust, Defendant, pro se. Maplewood Associates, Inc., Defendant, pro se. About Exeter Holding On Nov. 9, 2011, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code was filed against Exeter Holding Ltd. (Bankr. E.D.N.Y. Case No. 11-77954). On Jan. 18, 2012, the Court entered an Order for Relief under Chapter 11 of the Bankruptcy Code. By Order dated July 8, 2013, the Court confirmed Exeter's amended plan of liquidation. The Exeter Plan provided for the appointment of the Plan Administrator, Gary F. Herbst. FALINASON INC: Case Summary & 8 Unsecured Creditors --------------------------------------------------- Debtor: Falinason, Inc. 800 Jackson St Hoboken, NJ 07030-9229 Business Description: Falinason, Inc. is a privately held company in Hoboken, New Jersey involved in the restaurant business. Falinason is affiliated with Gulls Property, Inc., which sought bankruptcy protection on March 15, 2018 (Bankr. D. N.J. Case No. 18-15034). Chapter 11 Petition Date: April 22, 2018 Case No.: 18-18006 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtor's Counsel: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: 732-223-8484 Fax: 732-223-2416 E-mail: timothy.neumann25@gmail.com tneumann@bnfsbankruptcy.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nirav Patel, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/njb18-18006.pdf FENNER AVENUE: Taps Serruto Law Firm as Legal Counsel ----------------------------------------------------- Fenner Avenue LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire The Serruto Law Firm, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the disposition of its assets; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Roger Serruto, Esq., the attorney who will be handling the case, charges an hourly fee of $450. Law clerks charge $250 per hour while paralegals and support staff charge $195 per hour. The Debtor paid the firm a retainer in the sum of $1,500. Mr. Serruto 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: Roger Serruto, Esq. The Serruto Law Firm, P.C. 60 Northfield Avenue, Suite 2 West Orange, NJ 07052 Phone: (973) 763-7373 About Fenner Avenue Fenner Avenue, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10755) on Jan. 13, 2018. Judge Vincent F. Papalia presides over the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. FIRSTENERGY SOLUTIONS: Parent, FES Creditors Reach Accord --------------------------------------------------------- FirstEnergy Corp. disclosed in a regulatory filing with the Securities and Exchange Commission that it has been engaged in substantive negotiations with two groups of key FirstEnergy Solutions Corp. creditors regarding a comprehensive resolution of claims among FirstEnergy Solutions Corp. and all of its subsidiaries, and FirstEnergy Nuclear Operating Company The steering committee of one group -- FES Ad Hoc Noteholder Group -- collectively holds a majority in the aggregate of: (i) the pollution control revenue bonds supported by notes issued by FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, and (ii) the senior notes issued by FES, and the other group -- FES Mansfield Group -- holds a majority of pass-through certificates issued in connection with the sale-leaseback transaction for Unit 1 of the Bruce-Mansfield plant. The Company and the FES Creditor Groups reached an agreement in principle to resolve certain claims by the Company against the FES Debtors, and all claims by the FES Debtors and their creditors against the Company. The Company and the FES Creditor Groups have commenced discussions with the FES Debtors -- approval by FES Debtors' boards of directors ultimately required -- and expect to engage with the official committee of unsecured creditors that was appointed in connection with the FES Debtors' chapter 11 cases with respect to the Agreement in Principle. Under the deal, the Creditors will use their best efforts to have the Debtors and the Official Committee of Unsecured Creditors join the settlement by June 15, 2018. Any changes to these Proposed Settlement Terms require the consent of FE and the Creditors. Summary of Agreement in Principle 1. Payment of Employee Claims Under the deal, FE agrees to pay existing prepetition employee-associated claims and guarantees solely for (i) pension, (ii) deferred compensation, (iii) the LTIP awarded by FE Corp., (iv) claims for retiree group life insurance provided under the FirstEnergy Corp. Group Life Plan (or similar predecessor plans) for persons retired as of the Effective Date of an applicable plan, (v) frozen and banked vacation in accordance with the terms of such benefit plans, and (vi) claims, including opt-out payments and runoff or termination claims, related to retiree medical and prescription drug benefits or premium subsidies under the FirstEnergy Corp. Health Care Plan and any similar plans sponsored by FirstEnergy Corp., but only to the extent the Retiree Medical Subsidies are specifically provided for under a Health Care Plan. Nothing in the foregoing is intended to create any additional right or claims to coverage, including premium subsidies, or to create any vested right to such benefits for current retirees under any Health Care Plan(s) that do not otherwise currently exist. Such retirees will, at all times, be subject to the terms and conditions of such Health Care Plan(s) including, per the specific terms of the Health Care Plan(s), the reservation of the right by FE of the complete discretion to amend or terminate such Health Care Plan(s) or the access to such Health Care Plan(s). Also under the deal, FE and the Debtors will perform under the intercompany Tax Sharing Agreement with respect to all periods or portions thereof ending on or before the date of FES' emergence from chapter 11; FE will waive the 2017 overpayment that is due from FES/FENOC and restore the 2018 setoff amount. 2. Issuance of FE Tax Notes On the Effective Date of a Plan, FE will issue FE tax notes to the Debtors calculated as follows: The amount of the Tax Notes shall be $628 million less the amount, if any, of cash paid by FE to the Debtors under the intercompany tax sharing arrangement for the tax benefits related to the sale or deactivation, prior to or on the effective date of a Plan, of all or any portion of a nuclear or fossil plant, excluding the West Lorain Plant, it being understood that no losses related to any such sale or deactivation prior to the Effective Date have been included in the calculation of the principal amount of the Tax Notes as of the date hereof. If the amount of cash so paid is equal to or greater than $628 million, then no Tax Notes will be issued. On the Effective Date of the Plan, FE shall make a cash payment to the Debtors in an amount equal to the difference, if any, between the principal amount of the Tax Notes and the market price of the Tax Notes (as determined in reference to the yield curve of FE's issued debt and agreed to among the parties). The principal amount of Tax Notes issued shall bear an interest rate based on the Treasury rate appropriate to the maturity of the Tax Notes, be due December 31, 2022, and be redeemable at par plus accrued interest at any time without premium or penalty. The Tax Notes will be issued to the Debtors for distribution to creditors pursuant to a Plan and will be repaid from the realization by FE of benefits stemming from its consolidated tax attributes. The Tax Notes will be rated and supported by a credit wrap issued by FE, which shall guarantee full payment of principal and interest on the notes. The intent is that the coupon and due date will cause the Tax Notes to have a market value that, when combined with (i) cash payments by FE for the tax benefits, if any, received by Debtors under the intercompany tax sharing arrangement for the sale or deactivation of a plant and (ii) any Upfront Payment, will have delivered $628 million of value to creditors. 3. Amended Shared Services Agreements Also under the deal, FE and FirstEnergy Services Corp. will enter into amended Shared Services Agreements with reasonable modifications (to commence after 2018) to reduce overall costs to FES/FENOC as they no longer need services or have a need for reduced services and provide FE a date of certain termination of shared services. The amended Shared Services Agreements shall be assumed by the applicable Debtors. 4. Transfer of Pleasants Power Plant AES will transfer ownership of the Pleasants Power Plant to the Debtors' estates (which transfer may be to a newly established special purpose entity) and retain liabilities related thereto that arise prior to the Effective Date of a Plan subject to customary agreed-upon limits for AE Supply's indemnity obligations in both amount and duration. 5. Cooperation on Government Matters FE, solely as agent of FES, will provide reasonable cooperation and coordination on regulatory and governmental matters. The cost of such services shall not be billed back to the Debtors under the Shared Services Agreements. 6. Releases The Debtors and all of their creditors shall release FE, its non-debtor affiliates, and each of FE's and its non-debtor affiliates' officers, directors, employees, agents, consultants and other representatives for all past, present and future claims, liabilities and causes of action that could be asserted against the Released Parties by any of the Debtors or their creditors. Parties to this settlement shall enter into a Standstill Agreement regarding all Released Claims that will extend through the Effective Date of the Plan. On the Effective Date of a Plan, (i) FE and its non-Debtor subsidiaries will release their Claims against the Debtors related to the prepetition money pool balance, the FE/FES intercompany revolver and related surety bond credit support, the rail claim settlement and (ii) AE Supply will release its Claims against FES in respect of the AES/FES intercompany note. 7. $225 Million Cash Payment On the Effective Date of a Plan, FE will make a cash settlement payment of $225 million less the cash attributable to the restoration of the 2018 setoff amount with respect to the intercompany Tax Sharing Agreement, for distribution to the Debtors' creditors pursuant to a Plan. 8. Issuance of Penny Warrant FE will assist FES as it renegotiates and mitigates unfavorable contract terms and, if requested by the Debtors, provide reasonable cooperation to the Debtors in resolving the Debtors' unsecured claims. On the Effective Date of a Plan, Reorganized FES shall issue a penny warrant to FE, exercisable if and when the enterprise value of the reorganized Debtors taken as a whole is such that unsecured PCN claims recover 60% of such allowed claims (taking into account all sources of recovery). The penny warrant will be structured such that FE will share 50% of the incremental value above the 60% recovery on allowed unsecured PCN claims upon exercise of the warrant. The penny warrant shall expire after three years following the Effective Date. The Agreement in Principle is subject to, among other things, execution of definitive agreements, the approval by the boards of directors of the Company and Allegheny Energy Supply Company, LLC, and approval by the Bankruptcy Court. In addition, the FES Mansfield Group's support for the Agreement in Principle is subject to and conditioned upon the ultimate implementation of the agreement between the FES Creditor Groups concerning the treatment of certain Mansfield-related claims set forth on the term sheet attached to the summary of material terms of the Agreement in Principle. A copy of the Agreement in Principle Term Sheet is available at https://is.gd/hhdJQU * * * On March 9, 2018, FES borrowed $500 million from FE under a secured credit facility, dated as of December 6, 2016, among FES, as Borrower, FG and NG as guarantors, and FE, as lender, which fully utilized the committed line of credit available under the secured credit facility. Following deconsolidation of FES, FE fully reserved for the $500 million associated with the borrowings under the secured credit facility. On March 16, 2018, FES and FENOC withdrew from the unregulated companies' money pool, which included FE, FES and FENOC. As of the date of the withdrawal, FES and FENOC owed FE approximately $4 million in unsecured borrowings in the aggregate under the money pool. In addition, as of March 31, 2018, AE Supply had a $102 million outstanding unsecured promissory note owed from FES. Following deconsolidation of FES and FENOC, FE fully reserved the $4 million associated with the outstanding unsecured borrowings under the unregulated companies' money pool and the $102 million associated with the AE Supply unsecured promissory note. About FirstEnergy Solutions Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik. The cases are jointly administered. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel to the Filing Entities, Lazard Freres & Co. is serving as investment banker and Alvarez & Marsal North America, LLC is serving as restructuring advisor and Charles Moore has been appointed as Chief Restructuring Officer for the Filing Entities. Prime Clerk serves as the Debtors' claims and noticing agent. Daniel M. McDermott, U.S. Trustee for Region 9, on April 12, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of FirstEnergy Solutions and its affiliates. FLORA WEIMERSKRICH: $1.3K Sale of 1995 GMC Pickup to Son Approved ----------------------------------------------------------------- Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington authorized Flora E. Weimerskrich's sale of 1995 GMC Pickup to Doug Weimerskirch, her son, for $1,275 cash. Flora E. Weimerskrich sought Chapter 11 protection (Bankr. E.D. Wash. Case No. 8-00037-FPC11). FLYING COW: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Flying Cow Ranch HC, LLC as of April 20, according to a court docket. Flying Cow is represented by: Jordan L. Rappaport, Esq. Kenneth S. Rappaport, Esq. Rappaport Osborne & Rappaport, PLLC 1300 N Federal Hwy #203 Boca Raton, FL 33432 Tel: (561) 368-2200 Email: office@rorlawfirm.com About Flying Cow Ranch HC LLC Flying Cow Ranch HC, LLC is a privately-held company in Jupiter, Florida. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Flying Cow Ranch HC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12681) on March 8, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Paul G. Hyman, Jr. presides over the case. Rappaport Osborne & Rappaport, PLLC is the Debtor's bankruptcy counsel. FOCUS LEARNING: $6.4M Sale of Dallas Land to Trinity Approved ------------------------------------------------------------- Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court Northern District of Texas authorized FOCUS Learning Academy, Inc.'s sale of a 10-acre parcel of land in southwest Dallas, more commonly known as 2524 W. Ledbetter Drive, Dallas, Dallas County, Texas to Trinity Basin Preparatory, Inc. for $6.4 million. The defined term "Property" also includes the Debtor's reversionary interest in amounts held in trust by the Successor Trustee pursuant to the financing documents for the Bonds, referred to as the Trust Estate for the Bonds. It does not include any other of the Debtor's: (i) listed personal property in its filed schedules; (ii) interests in any personal property leases; or (iii) any portables or other out buildings that are: a) not otherwise described as being collateral for the debt held by the Successor Trustee; or b) have prior filed liens or notice filings as to such interests in said property. The sale of the Property authorized is subject to the claims of the Successor Trustee under the Deed of Trust, Security Agreement, and Assignment of Rents and Leases dated May 21, 2011, filed May 31, 2011, recorded under Instrument Number 201100135992, of the Office of Public Records of Dallas County, Texas, executed by the Debtor to Wells Fargo Bank, National Association, Trustee(s), securing the payment of the indebtedness therein described, payable to the order of Wells Fargo, and subject to all of the terms, conditions, and provisions therein. Said Note and Lien having been assigned to UMB Bank, N.A. by instrument dated July 30, 2014, filed Aug. 5, 2014, recorded under Instrument Number 201400197471 , of the Official Public Records of Dallas County, Texas. The sale is free and clear of any and all liens, claims, and encumbrances on the Property, other than the Successor Trustee's Claims, including certain standby fees, taxes, and assessments by any taxing authority. All but $50,000 of the funds currently held by the Successor Trustee in the Trust Estate for the Bonds will be retained by the Successor Trustee. The referenced $50,000, less any amount necessary to satisfy (a) ad valorem property taxes for tax years 2017 and earlier due against the Property at closing and (b) a pro rata share of the then current year's (i.e. 2018) property taxes, will be delivered by the Successor Trustee to the Debtor within 10 days after the date of closing. All other usual and customary closing costs will be paid by the Buyer, including the cost of title insurance and the year of closing ad valorem taxes on the Property, but not including any attorneys’ fees of the Debtor or the Successor Trustee. The year of closing (i.e. 2018) ad valorem tax lien will be expressly retained on the Property until payment by the Buyer of the year of closing taxes, plus any penalties or interest which may ultimately accrue thereon, in the ordinary course of business. Notwithstanding anything contained in the Order to the contrary, the conveyance of the Property will not be free of any potential lien held by an ad valorem taxing authority on account of ad valorem property taxes, or on account of any lien or potential lien that may arise as a result of such conveyance and/or change of ownership. All liens, claims, and encumbrances, other than the Successor Trustee's Claims, if any, will attach to the Proceeds, with the validity, amount, and priority of such lien, claim, or encumbrance to be determined by the Court at a later date. The sale authorized herein does not convey title to any of the fixtures, furniture, and equipment purchased with State-provided funds; those items are defined as "State Property." TEA is not selling the State Property but will work with the Debtor and the Buyer to enter into a Chain-of-Custody agreement, wherein possession of the State Property will transfer to the Buyer. The stay provisions of Bankruptcy Rule 6004(h) will not apply to the Order, and the closing may occur without a 14-day waiting period. About Focus Learning Academy Focus Learning Academy is a non-profit corporation that previously operated a Texas Education Agency authorized charter school on a 10-acre parcel of land in southwest Dallas. The Company ceased operations of its charter school at the end of the 2017 school year, and its TEA charter was revoked in August of 201 7. Focus Learning Academy filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34564) on Dec. 4, 2017. In the petition signed by Leroy McClure, Jr., its president, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Stacey G. Jernigan presides over the case. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., is the Debtor's counsel. GERARD BOEH: Unsecureds to Recoup 100% in 12 Semi-Annual Payments ----------------------------------------------------------------- Gerard Boeh Flowers, Inc. filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a small business disclosure statement to accompany its amended chapter 11 plan dated April 3, 2018. Class 4 under the plan consists of the unsecured creditors. This class will receive 100% of their Allowed Claims in 12 semi-annual payments beginning on July 1, 2018 or 60 days after the Effective Date, whichever is later. Subsequent payments will be on the 15th day of January and the 15th day of July each year until the claims are paid in full. Planned payments, including funds necessary for capital replacement, repairs or improvements will be funded through the Debtor's business operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-22621-99.pdf A full-text copy of the Amended Plan is available at: http://bankrupt.com/misc/pawb17-22621-90.pdf About Gerard Boeh Flowers Gerard Boeh Flowers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-22621) on June 27, 2017. Gerard E. Boeh, president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Stanley A. Kirshenbaum, Esq., in Pittsburgh, Pennsylvania -- sak@saklaw.com -- serves as counsel to the Debtor. GMB LIGHTING: Hires Van Horn Law as Attorney -------------------------------------------- GMB Lighting and Trading, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, Inc., as attorney to the Debtor. GMB Lighting requires Van Horn Law to: a. give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Van Horn Law will be paid at these hourly rates: Attorneys $400 Associates $350 Paralegals/Law Clerks $175 Van Horn Law will be paid a retainer in the amount of $10,000, and $1,717 filing fee. Van Horn Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Chad T. Van Horn, a founding partner of Van Horn 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. Van Horn Law can be reached at: Chad T. Van Horn, Esq. VAN HORN LAW GROUP, INC. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 E-mail: Chad@cvhlawgroup.com About GMB Lighting and Trading GMB Lighting and Trading LLC -- https://www.gmblightingled.com/ -- is a lighting company specializing in custom fixtures for hospitality, commercial & residential applications. GMB Lighting offers the latest lighting technology such as LEED certified and CCT (color changing temperature). The Company is headquartered in Pompano Beach, Florida. GMB Lighting and Trading LLC, based in Pompano Beach, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13294) on March 22, 2018. In the petition signed by Michael Boiteau, manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. John K Olson presides over the case. Chad T. Van Horn, Esq., at Van Horn Law Group, Inc., serves as bankruptcy counsel. GREATER CLEVELAND: Case Summary & 17 Unsecured Creditors -------------------------------------------------------- Debtor: Greater Cleveland Avenue Christian Church P.O. Box 20245 Winston Salem, NC 27120 Business Description: Greater Cleveland Avenue Christian Church is a non-profit religious organization in Winston-Salem, North Carolina. Chapter 11 Petition Date: April 20, 2018 Case No.: 18-50410 Court: United States Bankruptcy Court Middle District of North Carolina (Winston-Salem) Judge: Hon. Catharine R. Aron Debtor's Counsel: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP 100 S. Elm Street, Suite 500 PO Box 3324 Greensboro, NC 27402 Tel: 336-274-4658 Fax: 336-274-4540 Email: skb@iveymcclellan.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bishop Sheldon M. McCarter, member and pastor. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at: http://bankrupt.com/misc/ncmb18-50410.pdf GREEN OAK: District Ct. Grants National Bank Bid to Dismiss Appeal ------------------------------------------------------------------ Appellant Green Oak Stockade View Apartments, LLC, in the case captioned GREEN OAK STOCKADE VIEW APARTMENTS, LLC, Appellant, v. NATIONAL BANK OF COXSACKIE, et al., Appellees, No. 1:17-CV-0615 (LEK) (N.D.N.Y.) appeals a decision by the Honorable Robert E. Littlefield, Jr., U.S. Bankruptcy Judge, granting appellee National Bank of Coxsackie's motion for relief from an automatic bankruptcy stay. National Bank filed a motion to dismiss the appeal for lack of subject matter jurisdiction. District Judge Lawrence E. Kahn grants the motion. Green Oak is a single asset real estate company which previously owned the Stockade View Apartments in Schenectady, New York. In March 2014, National Bank issued a mortgage loan to Green Oak, which was secured, in part, by the Apartments. National Bank eventually commenced a foreclosure proceeding against Green Oak in New York State Supreme Court, Schenectady County in March 2016. On Nov. 30, 2016, Green Oak filed a voluntary petition for Chapter 11 bankruptcy. As a result, the state foreclosure proceeding was automatically stayed. On March 1, 2017, National Bank moved for relief from the automatic stay, which Judge Littlefield granted on May 18, 2017. Green Oak filed a timely notice of appeal of Judge Littlefield's Order on June 6, 2017, but did not seek a stay of the Order pending its appeal. National Bank sold the Apartments at a foreclosure auction to a good faith purchaser on June 22, 2017 and now argues that the appeal should be dismissed as moot. National Bank argues that the Appeal is moot because the Apartments have been sold to a good faith buyer and thus the Court "is unable to grant [Green Oak] the relief sought." Even if the Court were to reverse the Order, National Bank argues, reinstating the automatic stay as to the Apartments would have no effect because Green Oak's interest in the property has been extinguished. The Court holds that National Bank has demonstrated that it is entitled to dismissal because the Court lacks subject matter jurisdiction. "Courts have uniformly held that if a debtor fails to obtain a stay of a sale of properties, appeal of an order authorizing the sale is rendered moot and must be dismissed once the sale to good faith purchasers has taken place and has been approved." The rule applies with equal force when a debtor's timely motion to stay a judicially-authorized sale is denied. Green Oak's Appeal is moot because it failed to obtain a stay of the Order, and the Apartments have been sold to a good faith purchaser. Therefore, the Court lacks jurisdiction and the Appeal must be dismissed. Even if the Court were to consider Green Oak's Opposition, its argument against dismissal lacks merit. Assuming the foreclosure sale did violate state law, Green Oak points to no case to support its belief that the Court has subject matter jurisdiction over a mooted case if a hypothetical future state court proceeding could revive the underlying dispute. The Court is unaware of any authority to support Green Oak's position, which defies the weight of mootness authority. Ultimately, even if "the sale . . . [was] wrongly authorized," In re Baker, 339 B.R. at 303, the case remains moot and the Court lacks jurisdiction. Thus, the Appeal is dismissed as moot. A copy of the Court's Decision and Order dated March 29, 2018 is available at https://is.gd/qBy8Wz from Leagle.com. Green Oak Stockade View Apartments, LLC, Appellant, represented by Michael L. Boyle -- mboyle@tullylegal.com -- Tully Rinckey & Robert J. Rock -- rrock@tullylegal.com -- Tully, Rinckey Law Firm. National Bank of Coxsackie, Appellee, represented by Justin A. Heller -- jheller@nolanandheller.com -- Nolan & Heller, LLP. State Court Receiver, Notice Only, Appellee, represented by Conor E. Brownell, Ganz, Wolkenbreit & Siegfeld LLP. County of Schenectady, Appellee, represented by Fred L. Goodman, Office of Schenectady County Attorney. About Green Oak Stockage View Apartments Green Oak Stockage View Apartments, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y.. Case No. 16-12305) on November 30, 2016. Hon. Robert E. Littlefield, Jr., presides over the case. The Dribusch Law Firm represents the Debtor as counsel. The Debtor disclosed total assets of $4 million and total liabilities of $3.46 million. The petition was signed by William A. Eichengrun, managing partner. HARBOR BAR DOCKS: HNB Objects to Disclosures' Omission of Exhibits ------------------------------------------------------------------ Hiawatha National Bank submits an objection to the adequacy of Harbor Bar Docks Incorporated's disclosure statement dated March 7, 2018. Hiawatha holds a secured claim arising from loan to Debtor. Hiawatha's claim is in an amount no less than $299,000. Hiawatha has a security interest in substantially all of Debtor's assets, including (without limitation) equipment, accounts, and proceeds of the same, as well as a mortgage on Debtor's primary parcel of real property. Hiawatha complains that the Disclosure Statement is inadequate because it fails to describe the debtor's business, the events that lead to the filing of the bankruptcy petition, the key events in the debtor's case to date, and the identity of the people who managed the business during the case and who will manage the business after the plan is confirmed, all of which are pertinent to the background of the debtor's reorganization. This historical information is necessary to provide a basis to enable creditors to evaluate the purported changes in operations that Debtor proposes. The Disclosure Statement is inadequate because it omits exhibits that are integral to adequate disclosure. The Disclosure Statement should include a copy of the Debtor's pre-petition financial statements, Debtor's most-recent operating report, a summary of the all the operating reports to date, a liquidation analysis, a cash flow detail, and financial projections. The Disclosure Statement is also inadequate because it fails to describe proposed treatment of secured claims of Hiawatha and other secured creditors. As reported by the Troubled Company Reporter on Feb. 16, 2018, the Debtor owes Hiawatha National Bank an estimated amount of $298,000. Under the Plan, Hiawatha National Bank will be paid $1,578 per month plus 4% interest commencing on April 1, 2018. A full-text copy of Hiawatha's Objection is available at: http://bankrupt.com/misc/wiwb1-17-10990-60.pdf Attorneys for Hiawatha National Bank: Amanda K. Schlitz, Esq. Eric J. Sherburne, Esq. ECKBERG LAMMERS, P.C. 430 Second Street Hudson, WI 54016 Tel: (715) 386-3733 Email: aschlitz@eckberglammers.com esherburne@eckberglammers.com About Harbor Bar Docks Incorporated Harbor Bar Docks Incorporated runs a business renting docks to customers who dock their boats there. Harbor Bar Inc., a bar in Hager City, Wisconsin. Flood and health issues led to Debtors falling behind paying their mortgage. The Debtors were facing foreclosure when it filed for bankruptcy. Harbor Bar Docks Incorporated and Harbor Bar, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case Nos. 17-10989 and 17-10990) on March 26, 2017. The petitions were signed by Bradley Smith, president of Harbor Bar Docks. At the time of the filing, both Debtors disclosed that they had estimated assets and liabilities of less than $1 million. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Harbor Bar Docks Incorporated as of May 3, according to a court docket. HARLEM MARKET: Taps Goldberg Weprin as Legal Counsel ---------------------------------------------------- Harlem Market Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in negotiations or litigation with its landlord; prepare a bankruptcy plan; negotiate with secured creditors on restructuring its debt; and provide other legal services related to its Chapter 11 case. The firm charges $575 per hour for the services of its partners. The hourly rates for associates range from $275 to $425. Prior to the petition date, Goldberg received a retainer in the sum of $10,000. Kevin Nash, Esq., a member of Goldberg, disclosed in a court filing that he and other members of the firm do not hold any interests that would disqualify the firm from representing the Debtor. Goldberg can be reached through: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-301-6944 Fax: (212) 422-6836 E-mail: KNash@gwfglaw.com About Harlem Market Inc. Harlem Market Inc. operates a supermarket at 2005 Third Avenue, New York, New York, under the "Met Food" banner pursuant to a commercial lease dated April 13, 2015, with AK Properties Group LLC as landlord. Harlem Market sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10754) on March 19, 2018. In the petition signed by Peter Bivona, president, the Debtor disclosed $1.36 million in assets and $3.42 million in liabilities. Judge Michael E. Wiles presides over the case. HARTLAND MMI: Manning's June 2 Auction of Las Vegas Properties OK'd ------------------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized Hartland MMI, LLC's auction sale of (i) Hartland MMI 1, LLC' real property located at 1040 S. Sixth Street, Las Vegas, Nevada; and (ii) Hartland MMI 2, LLC's property is located at 525 Paseo, Las Vegas Nevada. A hearing on the Motion was held on March 21, 2018 at 9:30 a.m. The Debtor will employ Jeff Manning of Manning Auctions, LLC, doing business as Luxea Global as auctioneer and 'eXp Realty as the Realtor to conduct the auction. The employment of Jeff Manning and eXp'Rea1ty is approved under the rates and terms as indicated in said application and the same is approved and granted. The Auctioneer and Realtor will market the real property of the Debtor the Property as described in their application. The Property will be sold " as is." The personal property that is property of the bankruptcy estate that goes with the Property will also be sold. There is a reserve bid of $2.5 million. The deadline to register for the auction will be June 1, 2018. If a party Wishes to bid, the potential bidder must deposit a refundable deposit in the amount of $100,000 with Ticor Title by the end of the business day on June 1, 2018. A live auction is to be held at the Hartland Mansion property on June 2, 2018 at 6:00 p.m. The Court will then hold a hearing on June 6, 2018 at 9:30 a.m. to approve the sale. The sale under 11 U.S.C. Section 363(f)(l) be free and clear of any and all interests or liens including without limitation, those liens, encumbrances or interests of such party listed in the title reports. Under ll U.S.C. Section 363 (f) the liens will attach to the proceeds of the sale and the secured creditors will be paid from escrow. If there are no qualified bidders for the Property on June 1, 2018, then the case will be converted to one under Chapter 7. The Debtor's counsel will file a notice with the Court on June 1, 2018 stating whether there are any Qualified Bidders who have submitted bids at or above the Reserve Price and who have made its good faith deposit with Ticor Title. About Hartland MMI Hartland MMI, LLC, is in the special events business. It rents out its facilities located at 1044 South 6th St. and 525 Park Paseo, Las Vegas, Nevada, for special events such as weddings, high school proms and so on. Hartland MMI, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10549) on Feb. 8, 2017. In the petition signed by Garry Hart, manager, the Debtor disclosed $3.65 million in assets and $2.02 million in liabilities. The case is assigned to Judge Mike K. Nakagawa. Frederic P. Schwieg, Esq., in Rocky River, Ohio, serves as counsel to the Debtor. Coldwell Banker Premier Realty is the real estate broker for the Debtor. HEALTH DIAGNOSTIC: R. Arrowsmith Naming as Liquidating Trustee OK'd ------------------------------------------------------------------- Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia grants the motion of the HDL Liquidating Trust Oversight Committee and Interim Liquidating Trustee to appoint Richard Arrowsmith as the permanent Liquidating Trustee of the Liquidating Trust. Helena Laboratories, Noel Bartlett, and Dr. Robert S. Galen objected to the motion. The Objecting Parties maintain that, because Arrowsmith served as a prepetition financial advisor for HDL, participated in meetings of HDL's Board, and functioned as the Debtors' chief restructuring officer, Arrowsmith is disqualified from serving as Liquidating Trustee of the HDL Liquidating Trust and fiduciary for the Liquidating Trust Beneficiaries. Galen and Bartlett do not suggest that a prepetition financial advisor or a bankruptcy appointed CRO could never serve as a post-confirmation liquidating trustee. They concede there would be no problem if Arrowsmith were pursuing claims only against third parties. They take umbrage with the fact that Arrowsmith is suing them for acts they claim were undertaken based upon advice he gave them as members of HDL's Board. Arrowsmith contends that he gave no such advice. Under any standard applied to the appointment of a post-confirmation liquidating trustee, the Court finds that Arrowsmith does not suffer from any debilitating conflicts of interest that would preclude him from being appointed the permanent Liquidating Trustee. The Objecting Parties have failed to prove that Arrowsmith or financial advising firm Alvarez & Marsal gave any of the affirmative advice set forth in the Objection. The Court finds that there exists no disabling conflict that would prevent Arrowsmith from serving permanently as the Liquidating Trust’s fiduciary based upon any of the theories advanced by the Objecting Parties. The Oversight Committee took commercially reasonable efforts in selecting Arrowsmith as the permanent Liquidating Trustee. The Court finds no reason to question the sound business judgment exercised by the Oversight Committee. Arrowsmith has performed well in his capacity as interim Liquidating Trustee. Arrowsmith has complied with his fiduciary obligations with dispatch, integrity, and determination. Given his intimate involvement in the Bankruptcy Cases, the Court agrees with the Oversight Committee that Arrowsmith is the most practicable and economically prudent choice to serve as permanent Liquidating Trustee. The Court also finds no evidentiary support for any of the disqualifying conflicts alleged by the Objecting Parties. The Court finds that Arrowsmith holds no interest materially adverse to the interest of the Liquidating Trust Beneficiaries. The Objecting Parties have not established a set of facts sufficient to bar the appointment of Arrowsmith as permanent Liquidating Trustee. Accordingly, the Court overrules the objection and grants the motion of the Oversight Committee. A full-text copy of the Court's Memorandum Opinion dated April 3, 2018 is available at: http://bankrupt.com/misc/vaeb15-32919-3882.pdf About Health Diagnostic Health Diagnostic Laboratory, Inc., Central Medical Laboratory, LLC, and Integrated Health Leaders, LLC, are health care businesses based in Richmond, Virginia. HDL is a blood testing company. Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No. 15-32919) and affiliates Central Medical Laboratory, LLC (Bankr. E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC (Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11 bankruptcy petitions on June 7, 2015. The petitions were signed by Martin McGahan, chief restructuring officer. HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities as of the Chapter 11 filing. Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour, Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the Debtors' financial advisor. Robert S. Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel. American Legal Claims Services, LLC, is the Debtors' claims, noticing and balloting agent. Ettin Group, LLC, will market and sell the miscellaneous equipment and other assets. MTS Health Partners, L.P., serves as investment banker. To assist them with their restructuring efforts and to help maximize the value of their estates, the Debtors filed with the Court an application seeking entry of an order authorizing the Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC ("A&M") to provide the Debtors with a Chief Restructuring Officer and certain additional personnel. Richard Arrowsmith is presently the CRO. On June 16, 2015, the Office of the United States Trustee for the Eastern District of Virginia appointed the Committee, consisting of the following seven members: (i) Oncimmune (USA) LLC; (ii) Aetna, Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti, LLP; (iv) Mercodia, Inc.; (v) Numares GROUP Corporation; (vi) Kansas Bioscience Authority; and (vii) Diadexus, Inc. On Sept. 23, 2015, Oncimmune (USA) LLC resigned from the Committee and, on Nov. 3, 2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to the Committee. The Creditors Committee retained Cooley LLP as its counsel and Protiviti Inc. as its financial advisor. * * * On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015, as the Bar Date for the filing of all proofs of claim. The Debtors have sold substantially all of their operating assets pursuant to two separate sales approved by the Court. On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation and Disclosure Statement. The Troubled Company Reporter on May 20, 2016, reported that Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, overruled the objections to Health Diagnostic Laboratory, Inc., et al.'s Modified Second Amended Plan of Liquidation and approved the Liquidating Plan and approved the Plan. HMH MEDIA: Hires Dexter Hofing as Expert Actuarial Consultant ------------------------------------------------------------- HMH Media, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Dexter Hofing LLC, as expert actuarial consultant to the Debtors. HMH Media requires Dexter Hofing to: (i) reconcile asserted liabilities in connection with the Multiemployer Pension Claims; (ii) review and respond to the withdrawal liability demand from the New England Teamsters & Trucking Industry Pension Fund; and (iii) serve as a consultant and potentially as a testifying expert to assist the Debtors and their counsel in resolving the Multiemployer Pension Claims in accordance with the terms and conditions of the engagement letter Dexter Hofing will be paid a fixed fee of $6,500. Dexter Hofing will also be reimbursed for reasonable out-of-pocket expenses incurred. James B. Dexter, a principal and co-owner of Dexter Hofing, 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. Dexter Hofing can be reached at: James B. Dexter DEXTER HOFING LLC 45 Rockefeller Plaza, Suite 2000 New York, NY 10111 Tel: (212) 899-5307 About HMH Media Headquartered in Boston, Massachusetts, Boston Herald, Inc., Herald Interactive Inc., Herald Media, Inc. and Herald Media Holdings, Inc., collectively operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Boston Herald, as well as a related website, internet radio station, and mobile applications. Herald Media Holdings, Inc., and three affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-12881) on Dec. 8, 2017. Herald Media reported total assets of $6.02 million and total liabilities of $31 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. Morris, Nichols, Arsht & Tunnell LLP, and Brown Rudnick LLP serve as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. HOUSTON REGIONAL: 5th Cir. Remands Comcast Case to Bankr. Court --------------------------------------------------------------- The United States Court of Appeals, Fifth Circuit, remands the case captioned HOUSTON SPORTSNET FINANCE, L.L.C.; COMCAST SPORTS MANAGEMENT SERVICES, L.L.C.; NATIONAL DIGITAL TELEVISION CENTER, L.L.C., doing business as Comcast Media Center; NBCUNIVERSAL MEDIA, L.L.C.; SPORTSCHANNEL NEW ENGLAND, L.L.C.; SPORTSCHANNEL PACIFIC ASSOCIATES; HOUSTON SPORTSNET HOLDINGS, L.L.C., Appellants, v. HOUSTON ASTROS, L.L.C.; ASTROS HRSN GP HOLDINGS, L.L.C.; ASTROS HRSN LP HOLDINGS, L.L.C.; ROCKET BALL, LIMITED; ROCKETS PARTNER, L.P., Appellees, No. 15-20497 (5th Cir.) to the bankruptcy court. Houston Regional Sports Network, L.P., is a television network that was formed by the Houston Astros baseball team and Houston Rockets basketball team (the Teams) to televise their respective games. The Network entered into media-rights agreements with each of the Teams, pursuant to which the Network was granted exclusive rights to broadcast games in exchange for fees. The Network also entered into an Affiliation Agreement with Comcast Cable Communications, LLC, pursuant to which Comcast would carry the Network on its cable systems through 2032, in exchange for a monthly fee based on the number of Comcast subscribers. Comcast loaned Houston Regional Sports Network, L.P. (the Network) $100 million, secured by a lien on substantially all of the Network's tangible and intangible assets. Included in the assets was an Affiliation Agreement (the Agreement) pursuant to which a Comcast subsidiary agreed to pay the Network to carry the Network's content on its cable systems. The Network involuntarily entered bankruptcy, and before a plan of reorganization was confirmed, Comcast elected to treat its entire claim as secured. The bankruptcy court then conducted a valuation of the Network's assets, including the Agreement. The valuation was as of the date of the bankruptcy petition, and, after deducting the Network's unpaid media fees from the Agreement's valuation, the court concluded that the Agreement had no value. The district court affirmed. The Fifth Circuit finds that the bankruptcy court erred in deducting the Teams' unpaid, waived media fees from the value of Comcast's collateral. The unpaid media-rights fees should not have been incorporated into the valuation of Comcast's collateral. The fees will never be paid under the Plan, and thus cannot be attributed to the value of the Agreement in light of its "proposed use." Moreover, the fees incurred by the Network to preserve its media rights and facilitate reorganization did not inure to Comcast's benefit. The Agreement must be valued in light of the Plan, without recourse to hypothetical situations which are neither proposed nor likely in this Chapter 11 cram-down. For these reasons, the Court remands the case to the bankruptcy court for a re-valuation of the collateral in light of the Plan. A full-text copy of the 5th Circuit's Ruling dated March 29, 2018 is available at https://is.gd/1iAkHm from Leagle.com. Charles A. Beckham, Jr. -- charles.beckham@haynesboone.com -- for Appellee. Alan Shore Gover, for Appellee. Vincent P. Slusher -- vince.slusher@dbr.com -- for Appellant. John Caviness O'Quinn -- john.oquinn@kirkland.com -- for Appellee. Danielle Mary Spinelli -- danielle.spinelli@wilmerhale.com -- for Appellant. Paul M. Basta -- pbasta@paulweiss.com -- for Appellee. Judson S. Brown -- judson.brown@kirkland.com -- for Appellee. Roberto J. Kampfner -- rkampfner@whitecase.com -- for Appellee. Matthew D. Cavenaugh -- mcavenaugh@jw.com -- for Appellee. Craig Goldblatt -- craig.goldblatt@wilmerhale.com -- for Appellant. Dana Seshens -- dana.seshens@davispolk.com -- for Appellant. Arthur Joseph Burke -- arthur.burke@davispolk.com -- for Appellant. Timothy Graulich -- timothy.graulich@davispolk.com -- for Appellant. Howard Morris Shapiro -- howshapiro@proskauer.com -- for Appellant. Devin Anderson -- devin.anderson@davispolk.com -- for Appellee. About Houston Regional Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league-permitted local territories. An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors asked the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represented Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros were represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC, and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. On Oct. 30, 2014, Bankruptcy Judge Marvin Isgur approved the restructuring plan that hands control of Comcast SportsNet Houston to DirecTV and AT&T Inc. The plan would shut down the network and then relaunch it under the name Root Sports Houston. HRD CORP: Court Allows JW $8,500 Admin Expense ---------------------------------------------- Jackson Walker L.L.P. filed an Expedited Supplemental Final Fee Application for the Payment of Compensation and Reimbursement of Expenses for the Post-confirmation Period of Sept. 26, 2014, Through March 31, 2016." In the application, JW seeks allowance of $886,102.50 in fees and $33,832.94 in expenses. JW also asserts fees of $36,275.50 for handling day-to-day administrative tasks, $7,481 for sale efforts, and $842,346 for the Dow litigation. Dow and the Chapter 7 Trustee, Randy R. Williams, assert that the application is barred by the Chapter 11 plan and the order confirming the plan, and that the services failed to provide a benefit to the bankruptcy estate. Bankruptcy Judge Karen K. Brown allows a Chapter 7 administrative expense of $8,556.50. The remainder is denied. JW cites Cunningham v. Healthco, Inc. for the proposition that a post-confirmation debtor may be a debtor in possession. In Cunningham, the plan provided that the debtor "must relinquish to the plan's disbursing agent half of the cash recovery from" the Healthco litigation. The Fifth Circuit held (in the context of determining whether tolling applied to the Healthco litigation under Section 108) that the debtor was still a debtor in possession, because the plan did not fully vest the debtor with title to its causes of action. The Fifth Circuit cited Section 1141(b), which provides: "Except as otherwise provided in the plan or the order confirming the plan, the confirmation of a plan vests all of the property of the estate in the debtor." The rule in Cunningham does not support JW's position in this case. Unlike in Cunningham, the plan in this case expressly vests all the property of the estate in the Reorganized Debtor on the Effective Date. Section 1141(a) provides that the provisions of a confirmed plan bind the debtor and any creditor. The confirmed plan in this case expressly released JW from any further obligations as counsel to the Debtor in Possession and required the filing of final fee applications within a limited period of time. JW timely filed its final fee application and its fees were allowed. This supplemental application does not cover services for the Debtor in Possession, and thus are not allowed under Sections 330(a) and 503(b)(2). JW seeks allowance of $842,346 for the Dow litigation. Williams testified Dow is the largest creditor of the estate and holds over 95 percent of the unsecured claims. He testified he determined that the Dow litigation should be abandoned because of the cost of litigation and the damage model presented by Debtor's principals. The services in the category for the Dow litigation were not to preserve the bankruptcy estate. The Court disallows an administrative expense for these fees. The bankruptcy case is in re: HRD CORPORATION, Debtor, Case No. 13-36238-H5-7 (Bankr. S.D. Tex.). A full-text copy of the Court's Order dated March 29, 2018 is available at https://is.gd/xC8cON from Leagle.com. HRD Corporation, Debtor, represented by Matthew D. Cavenaugh -- mcavenaugh@jw.com -- Jackson Walker LLP, Bruce J. Ruzinsky -- bruzinsky@jw.com -- Jackson Walker LLP, Patricia Baron Tomasco , Jackson Walker LLP, James Matthew Vaughn , Porter & Hedges LLP, Jennifer F. Wertz -- jwertz@jw.com -- Jackson Walker LLP & Joshua W. Wolfshohl -- wolfshohl@porterhedges.com -- Porter Hedges LLP. Randy W Williams, Trustee, represented by Heather R. Potts, Ostrom Morris. US Trustee, U.S. Trustee, represented by Ellen Maresh Hickman -- ellen.hickman@usdoj.gov -- Office of the U S Trustee & Christine A. March -- christine.a.march@usdoj.gov -- Office of the US Trustee. About HRD Corp. HRD filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 11-36020) on July 12, 2011. Barbara Mincey Rogers, Esq., at Rogers & Anderson, PLLC, in Houston, serves as counsel to the Debtor. In its petition, the Debtor scheduled $6.7 million in assets and $105 million in liabilities. There is no secured debt. An affiliate in India is owed $14 million. INDEPENDENT PORTFOLIO: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Independent Portfolio Consultants, Inc. as of April 20, according to a court docket. About Independent Portfolio Consultants Independent Portfolio Consultants, Inc., operates as an investment management firm. The Company offers portfolio management and advisory services to individuals, institutions, trusts, private funds, charitable organizations, and investment companies. Independent Portfolio Consultants serves customers in the United States. Cumberland Advisors Inc., MPI Investment Management, Inc. and Wasmer, Schroeder & Company, LLC commenced a chapter 7 case against Boca Raton, Florida based Independent Portfolio Consultants by the filing an involuntary petition for relief in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 17-12985) on Dec. 21, 2017. John R. Dodd, Esq. and Ari Newman, Esq., at Greenberg Traurig, P.A., serve as the Debtor's counsel. INSTITUCION AMOR: U.S. Trustee to Determine Necessity of PCO ------------------------------------------------------------ Judge Edward A Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico directs the U.S. Trustee to appoint an ombudsman for Institucion Amor Real Corporation, unless the U.S. Trustee and/or the Debtor inform the Court that the appointment of an ombudsman is not necessary for the protection of the patients. Institucion Amor Real Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-01737), on March 29, 2018. The Petition was signed by Jose A. Santiago Santiago, president. The case is assigned to Judge Edward A Godoy. The Debtor is represented by Nydia Gonzalez Ortiz, Esq. at Santiago & Gonzalez. At the time of filing, the Debtor had at least $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. JERRY DAVIS: $50K Sale of Greensboro Property to Reaches Approved ----------------------------------------------------------------- Judge Henry A. Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama authorized Jerry H. Davis' sale of the real property identified as Lot #21, Judge Greene Place, located in Greensboro, Alabama, owned by Judge Greene Place, LLC, (said LLC is owned in equal shares by the Debtor and his wife, Patty Davis), to Anthony and Haley Reach, or their designee, for $49,900. The sale is free and clear of all liens. From the gross sales proceeds, Judge Greene Place will pay (1) all closing costs and fees required to be paid by Seller under the terms of the Purchase Agreement; (2) all ad valorem taxes required to be paid by Seller under the Purchase Agreement; (3) the amount of $650 to the Irvin Grodsky, P.C. IOLTA account to be used to pay Chapter 11 Quarterly Fees for the calendar quarter during which the sale is closed; and (4) 100% of net proceeds to Regions Bank, to be applied against the debt owed by J-Pat, a partnership consisting of the Debtor and Patty Davis, secured by an accommodation mortgage granted by Judge Greene Place against said property. Neither Patty Davis, nor PHD Realty, Inc. is to receive any commission from the proceeds of the sale. The Debtor will be authorized to report only one half of the sales proceeds as revenue and one half of the proceeds as disbursements on all applicable financial report required by the Standard Operating Order of the Court. The Court finds, pursuant to B.R. Rule 6004(h), that cause exists for nullifying the stay of the Order and the Order is effective and final immediately. Jerry H. Davis sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 16-04461) on Dec. 23, 2016. The Debtor tapped Irvin Grodsky, Esq., as counsel. JLC DAYCARE: Hires Michael J. Henny as Disbursing Agent ------------------------------------------------------- JLC Daycare, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ the Law Office of Michael J. Henny, as disbursing agent to the Debtor. JLC Daycare requires Michael J. Henny to: a. provide information regarding the status of payments to creditors; b. prepares monthly reports to the Debtor about the payments made to creditors by sending copies of all correspondences and all payments made; c. ensure the Debtor's compliance with the Plan; and d. take the role of a collecting attorney in pursuing the Debtors until the Plan payments have been made so that the Disbursing Agent can make the required payments to creditors and with his assistance, he has helped numerous Debtors complete all plan payments which have led to the entry of discharges in these cases. Michael J. Henny will be paid $125 per month. Michael J. Henny will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Henny, partner of the Law Office of Michael J. Henny, 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. Michael J. Henny can be reached at: Michael J. Henny, Esq. LAW OFFICE OF MICHAEL J. HENNY 707 Grant Street, Suite 2828 Pittsburgh, PA 15219 Tel: (412) 261-2640 E-mail: m.henny@hennylaw.com About JLC Daycare JLC Daycare, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21768) on April 27, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The case is assigned to Judge Thomas P. Agresti. Michael J. Henry, Esq., is the Debtor's bankruptcy counsel. JO-ANN STORES: S&P Rates New $225MM Second-Lien Term Loan 'CCC+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating (two notches below the 'B' corporate credit rating) to Hudson, Oh.-based fabrics and crafts retailer Jo-Ann Stores Holdings Inc.'s subsidiary Jo-Ann Stores LLC's proposed $225 million second-lien term loan due 2024. S&P said, "The '6' recovery rating indicates our expectation that lenders would receive negligible recovery (0%-10%; rounded estimate: 0%) of their principal in the event of a payment default. Jo-Ann intends to use the net proceeds from the proposed second-lien term loan along with borrowings under the ABL revolving credit facility to redeem the existing $274 million senior pay-in-kind (PIK) toggle notes due 2019. The 'CCC+' is in line with our current rating on the company's PIK toggle notes, which we will withdraw upon transaction close." S&P said, "Our 'B' issue-level rating on the first-lien term loan due 2023 remains unchanged. The '3' recovery rating indicates our expectation for meaningful recovery (50% - 70%; rounded estimate: 65%) of their principal in the event of a payment default." RATINGS LIST Jo-Ann Stores Holdings Inc Jo-ann Stores LLC Corporate Credit Rating B/Stable/-- New Rating Jo-ann Stores LLC Senior Secured US$225 mil 2nd lien term ln due 2024 CCC+ Recovery Rating 6(0%) Ratings Affirmed; Recovery Expectations Revised To From Jo-ann Stores LLC Senior Secured B B Recovery Rating 3(65%) 3(55%) Ratings Affirmed Jo-Ann Stores Holdings Inc Senior Unsecured CCC+ Recovery Rating 6(0%) JOHN Q. HAMMONS: Judge Directs U.S. Trustee to Appoint PCO ---------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas inked his approval to a stipulation and order directing the United States Trustee to appoint a consumer privacy ombudsman for the bankruptcy estate of John Q. Hammons Fall 2006, LLC and its affiliated debtors. The Parties have agreed that the appointment of a Consumer Privacy Ombudsman is in the best interest of the estate. Counsel for JD Holdings, L.L.C Scott A. Edelman, Esq. Jed M. Schwartz, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005-1413 Tel: (212) 530-5000 Fax: (212) 530-5219 Email: sedelman@milbank.com jschwartz@milbank.com -- and -- Mark Shinderman, Esq. 2029 Century Park East, 33rd Floor Los Angeles, CA 90067-3019 Tel: (424) 386-4000 Fax: (213) 629-5063 Email: mshinderman@milbank.com -- and -- Jonathan Margolies, Esq. MCDOWELL RICE SMITH & BUCHANAN PC Skelly Building, Suite 350 (KS Fed 70693) 605 West 47th Street Kansas City, Missouri 64112 Tel: (816) 753-5400 Fax: (816) 753-9996 Email: jmargolies@mcdowellrice.com Counsel for the United States Trustee Bonnie N. Hackler, Esq. 224 S. Boulder Ave., Ste. 225 Tulsa, OK 74103 Telephone: (918) 581-6685 Facsimile: (918) 581-6674 E-mail: bonnie.hackler@usdoj.gov About John Q. Hammons Fall 2006 Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. The petitions were signed by Greggory D. Groves, vice president. The Debtors are represented by Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP. The Debtors' conflict counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. At the time of filing, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. JOHN Q. HAMMONS: Modified JD Plan Discloses Creditors' Allegations ------------------------------------------------------------------ Creditor JD Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Kansas a modified amended disclosure statement with respect to a modified amended joint and consolidated chapter 11 plans of reorganization for John Q. Hammons Fall 2006, LLC and affiliates. The modified amended plan adds the allegations made by creditors not provided in the previous version of the plan. The CMBS Lenders allege the following: The CMBS Lenders claim default interest in addition to other amounts due and owing under their loan documents. The claim for default interest is disputed by JD Holdings and the Debtors. The total amount claimed by the CMBS Lenders for default interest is approximately $60 million as of May 1, 2018. Payments of the default interest sought by CMBS Lenders, if allowed by the Bankruptcy Court, will not reduce or otherwise affect distributions to other creditors under the Plan. The City of Huntsville, Alabama alleges the following: The City contends the terms of a deal between the Debtor and JD Holdings is less than skeletal. The disclosure statement and plan as proposed lacks even the most basic clarity to allow a hypothetical typical investor to make an informed decision. In essence, the City contends that the disclosure statement reveals very little other than JD Holdings has money and is an interested, though not committed, property lender to fund the mass sale of assets. The City also contends that no commitments nor plans have been offered for curing or maintaining the woefully neglected properties, such as the Huntsville Property. JD Holdings hospital arm, Atrium Hospitality, apparently has similar problems in some of their properties, such as the Embassy Suites in Montgomery, Alabama. USB Securities LLC alleges the following: USB Securities asserts that JD Holdings should set aside funds in an account on the Effective Date in an amount necessary to pay all Professional Fee Claims in full and mechanisms should be put in place and described in the Plan Supplement for the post-Effective Date of such Claims as they become allowed or otherwise payable. A full-text copy of the Modified Amended Disclosure Statement is available at: http://bankrupt.com/misc/ksb16-21142-1948.pdf A full-text copy of the Modified Amended Plans is available at: http://bankrupt.com/misc/ksb16-21142-1946.pdf About John Q. Hammons Fall 2006 Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. The petitions were signed by Greggory D. Groves, vice president. The Debtors are represented by Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP. The Debtors' conflict counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. At the time of filing, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. JOHNNY CHIMPO: $130K Sale of Liquor License to 3 Wize Men Approved ------------------------------------------------------------------ Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida authorized Johnny Chimpo II, LLC's sale of a Florida Alcoholic Beverage License No. 39-09561(4-COP), issued in Hillsborough County, Florida, to 3 Wize Men, Inc. for $130,000. The sale is free and clear of all liens, claims, and encumbrances. Upon closing of the sale of the Liquor License, the Debtor will pay the lienholder Tiller Law Group $115,000. The closing of the sale may take place upon the entry of the Order but tax and fee relief pursuant to 11 U.S.C. Section 1146(a) with regard to the sale of the Liquor License is conditioned upon confirmation of the Debtor's Chapter 11 Plan of Liquidation. If the Plan is not confirmed, the taxes and fees will be paid by the Debtor's estate. The Debtor will deposit the net proceeds of the sale of the Liquor License into the Debtor's Counsel's trust account to be disbursed in accordance with the Chapter 11 Plan of Liquidation. The Debtor will provide the Office of the United States Trustee the closing statement and bill of sale relative to the sale of the Liquor License within 14 days of the closing of the sale. About Johnny Chimpo II Johnny Chimpo II, LLC, is a Florida limited liability company doing business as Bad Willies with its principal place of business in Tampa, Florida and is currently owned and operated by Lucas Good and Kelsi Sjoberg. It occupies leased space at 12950 Race Track Rd, Suite 111, Tampa, FL. It operates a sports lounge and bar that serves liquor, beer and wine. The main assets of the Company are located at its current place of operation. Johnny Chimpo II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07764) on Aug. 31, 2017, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Jake C. Blanchard, Esq., at Blanchard Law, PA, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. JTJ DESIGN STUDIO: Hires Denis L. Abramowitz as Accountant ---------------------------------------------------------- JTJ Design Studio Inc. d/b/a Vertical Space seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Denis L. Abramowitz CPA PLLC, as accountant to the Debtor. JTJ Design Studio requires Denis L. Abramowitz 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. Denis L. Abramowitz will be paid at the hourly rate of $395. Denis L. Abramowitz will also be reimbursed for reasonable out-of-pocket expenses incurred. Denis L. Abramowitz, partner of Denis L. Abramowitz CPA 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. Denis L. Abramowitz can be reached at: Denis L. Abramowitz DENIS L. ABRAMOWITZ CPA PLLC 3836 Flatlands Avenue Brooklyn, NY 11234 Tel: (718) 377-1200 About JTJ Design Studio JTJ Design Studio Inc., d/b/a Vertical Space, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-41064) on Feb. 27, 2018, estimating under $1 million in both assets and liabilities. The Debtor tapped Lawrence F. Morrison, Esq., at Morrison-Tenenbaum, PLLC, as counsel, and Denis L. Abramowitz CPA PLLC, as accountant. JTJ DESIGN STUDIO: Hires Morrison-Tenenbaum as Counsel ------------------------------------------------------ JTJ Design Studio Inc. d/b/a Vertical Space, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Morrison-Tenenbaum, PLLC, as counsel. JTJ Design Studio requires Morrison-Tenenbaum to: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the management of its estate; b. assist in any amendments of Schedules and other financial disclosures and in the preparation/review/amendment of a disclosure statement and plan of reorganization; c. negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. prepare on behalf of the Debtor all necessary motions, applications, answers, proposed orders, reports and other papers to be filed by the Debtor in this case; e. appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; and f. perform all other legal services for the Debtor that may be necessary and proper for an effective reorganization. Morrison-Tenenbaum will be paid at these hourly rates: Attorneys $525 Associates $380 Paraprofessionals $175 On February 26, 2018, Morrison-Tenenbaum received a retainer in the amount of $10,000. Morrison-Tenenbaum will also be reimbursed for reasonable out-of-pocket expenses incurred. Lawrence F. Morrison, a partner at Morrison-Tenenbaum, 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. Morrison-Tenenbaum can be reached at: Lawrence F. Morrison, Esq. MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 About JTJ Design Studio JTJ Design Studio Inc., d/b/a Vertical Space, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-41064) on Feb. 27, 2018, estimating under $1 million in both assets and liabilities. The Debtor tapped Lawrence F. Morrison, Esq., at Morrison-Tenenbaum, PLLC, as counsel, and Denis L. Abramowitz CPA PLLC, as accountant. KAPPA DEVELOPMENT: Hires Scialdone Law as Special Counsel --------------------------------------------------------- Kappa Development & General Contracting, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Scialdone Law Firm, as special counsel to the Debtor. Kappa Development requires Scialdone Law to represent and provide legal services in relation to a judgment entered in Civil Action No. A2401-16-223, more particularly styled, Kappa Development & General Contracting, Inc., vs. Mass P. Tinker Blackwell, Jr., and Three Deuces, Inc., in the Circuit Court of Harrison County, Mississippi. Scialdone Law will be paid a contingency fee of 25% of amounts recovered. Scialdone Law will also be reimbursed for reasonable out-of-pocket expenses incurred. John A. Scialdone, partner of Scialdone Law 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. Scialdone Law can be reached at: John A. Scialdone, Esq. SCIALDONE LAW FIRM 2505 14th Street, Suite 500 Gulfport, MS 39501 Tel: (228) 822-9340 About Kappa Development & General Contracting, Inc. Kappa Development & General Contracting, Inc., based in Gulfport, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-51155) on June 12, 2017. The petition was signed by Randy Blacklidge, president. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Katharine M. Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd & Wiser, serves as bankruptcy counsel to the Debtor. Scialdone Law Firm, is the special counsel. KII LIQUIDATING: April 26 Plan Confirmation Hearing --------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on April 26, 2018 at 11:00 a.m. (Eastern Daylight Time), to consider final approval of the disclosure statement explaining KII Liquidating's plan and confirmation of the Plan jointly proposed by KII Liquidating and the official committee of unsecured creditors. On March 8, the Court approved, on an interim basis, the disclosure statement despite formal objection from the Pension Benefit Guaranty Corporation, which holds several claims of approximately $1,342,007.59 relating to the Pension Plans, and informal objections from the U.S. Trustee and the Official Committee of Retirees. The PBGC objected to the Disclosure Statement, complaining that it contains impermissible non-consensual releases and injunctions with respect to claims that creditors may hold against non-debtor parties, thus the Plan Proponents fail to comply with Local Bankruptcy Rule 3017-2(a)(iii) and are not entitled to interim approval of the disclosure statement pursuant to Local Bankruptcy Rule 3017-2(c). PBGC also objected to the Combined Plan and Disclosure Statement because it fails to provide "adequate information" as defined in Section 1125(a) of the Bankruptcy Code with regard to the following: (i) the overly broad release, injunction, and exculpation provisions; (ii) the basis for "deemed" substantive consolidation of the Debtors' estates and the impact of substantive consolidation on PBGC's claims; (iii) the Debtors' obligations and liabilities to PBGC and the Pension Plans; (iv) the W.J. Smith Litigation; and (v) the lack of a Disputed Claims reserve. On February 27, counsel for the Creditors' Committee advised the Court that certain responses and objections to the motion to schedule plan confirmation had been resolved by (i) revisions to the Plan, and (ii) the Debtors' and Committee's agreement and stipulation on the record that they would not file any objections to any of the PBGC's claims for purposes of influencing plan voting. Following another hearing, the Debtors, the Committee and the PBGC conferred regarding the liquidation analysis and some additional requests of the PBGC, and collaborated in good faith to reach a consensus regarding the submission of an agreeed Scheduling order. A redlined version of the First Amended Disclosure Statement dated March 5 is available at: http://bankrupt.com/misc/deb17-11101-570.pdf A full-text copy of the Disclosure Statement dated February 5 is available at: http://bankrupt.com/misc/deb17-11101-528.pdf About Katy Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, and its wholly-owned direct and indirect subsidiaries were organized as a Delaware corporation in 1967. The Company is a well-known manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. Katy Industries and its affiliates filed a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017. In the petition signed by CRO Lawrence Perkins, Katy Industries disclosed $821,321 in assets and $58,421,346 in liabilities. Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtors' bankruptcy counsel. JND Corporate Restructuring is the claims and noticing agent. M.J. Renick & Associates LLC has been appointed by the Court as fee examiner. On July 31, 2017, the Office of the U.S. Trustee formed a committee of retirees. The Retirees' Committee hired Womble Carlyle Sandridge & Rice, LLP as legal counsel. On July 21, 2017, the Debtors and Jansan Acquisition, LLC, closed on the Sale of substantially all of the Debtors' assets in accordance with the terms of the Amended and Restated Asset Purchase Agreement, dated as of June 21, 2017. Katy Industries, Inc., is now known as KII Liquidating, following the sale. LE CENTRE ON FOURTH: Hires Stites & Harbison as Special Counsel --------------------------------------------------------------- Le Centre on Fourth LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Stites & Harbison PLLC, as special tax counsel to the Debtor. Le Centre on Fourth requires Stites & Harbison to: -- assist in clarifying the legal structure used in by the Debtor in achieving the objectives of its project financing; and -- address the intricacies and complexities associated with the use of the tax credits in relation to Kentucky New Markets Tax Credits, and Kentucky Historic Rehabilitation Tax Credits. Stites & Harbison will be paid at these hourly rates: Attorneys $450 Paralegals $90 to $150 As of the Petition Date, Stites & Harbison was owed $23,000 in fees and $650.00 in costs in connection with its prior representation of the Debtor. Stites & Harbison will also be reimbursed for reasonable out-of-pocket expenses incurred. James C. Seiffert, a partner at Stites & Harbison PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stites & Harbison can be reached at: James C. Seiffert, Esq. STITES & HARBISON PLLC 400 West Market Street, Suite 1800 Louisville, KY 40202-3352 Tel: (502) 681-0519 Fax: (502) 779-8284 E-mail: jseiffert@stites.com About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017, estimating its assets and liabilities at between $50 million and $100 million each. CRO Ian Ratner signed the petition. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel, Stites & Harbison PLLC, as special tax counsel, and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LE CENTRE ON FOURTH: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Le Centre on Fourth LLC as of April 20, according to a court docket. About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017, estimating its assets and liabilities at between $50 million and $100 million each. CRO Ian Ratner signed the petition. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel, and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LEVERETTE TILE: $370K Sale of All Assets to Cabinet Depot Approved ------------------------------------------------------------------ Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Leverette Tile, Inc., doing business as Leverette Home Design Center, to sell substantially all assets to Cabinet Depot, LLC, or its assigns for $369,338. The Sale Hearing was held on April 2, 2018. The purchase price is comprised of a cash component of $ $271,688 and an additional $97,650 in future payments under a payment plan for assumed liabilities of vehicle loans and unsecured creditors. The Purchaser will pay or deliver the Purchase Price (less any deposit being held by Debtor and any administrative expenses previously paid or prepaid by the Purchaser) to the Debtor's Counsel, to be held in escrow pending further order of the Court. The encumbrances securing the claims of any secured creditors against the Assets will attach to the proceeds from the sale of such Assets. About Leverette Tile Leverette Tile, Inc., based in Hudson, Florida, is a kitchen and bath remodeling contractor and a granite countertop and cabinet fabricator. Leverette Tile filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07840) on Sept. 5, 2017. Brian Leverette, president, signed the petition. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. LINN ENERGY: Dist. Ct. Reverses Order Dismissing Treasurer Suit --------------------------------------------------------------- Appellant, the Oklahoma State Treasurer in the appeals case captioned OKLAHOMA STATE TREASURER, Appellant, v. LINN OPERATING, INC., Appellee, Civil Action No. 6:17-CV-0066 (S.D. Tex.) seeks a review and reversal of the Bankruptcy Court's Order dismissing the Treasurer's adversary complaint. The Treasurer asserts that the Bankruptcy Court erred by granting the debtor's motion to dismiss. After a careful review of the briefs, argument and attachments contained in the record, the Oklahoma Statutes and the Bankruptcy Court Order, District Judge Kenneth M. Hoyt determines that the order of dismissal should be reversed. In four points of error, the debtor asserts that the Bankruptcy Court properly dismissed the Treasurer's complaint because: (a) the complaint is barred by res judicata because the Treasurer "could have raised" the adversary proceeding issues during the Plan confirmation process; (b) adoption of the confirmation Plan by the Bankruptcy Court "renders the Treasurer's appeal both constitutionally and equitably moot"; (c) the Bankruptcy Court "correctly concluded that no set of facts exists . . ." upon which the Treasurer has a cognizable claim; and, (d) the Bankruptcy Code preempts Oklahoma concerning unclaimed property statutes. The Court's decision rests, first and foremost, in its determination that the unclaimed property sought by the State of Oklahoma is not subject to adjudication by the Bankruptcy Court as part of the debtor(s) bankruptcy Estate and, therefore not subject to the debtor(s) Confirmation Plan. The decision is proper because the funds never became part of the property of the bankruptcy Estate. Therefore, the debtor's reliance on United Student Aid Funds, Inc. v. Espinosa in support of its res judicata contentions is misplaced. The Court is of the same opinion as it relates to the debtor's claim of "mootness", claim bar based on various equitable Plan defenses and preemption. The Court also rejects the arguments presented in In re Drexel Burnham, Lambert Group, Inc. There the bankruptcy court addressed arguments about pre- and post-petition relating to abandoned or unclaimed property. Those issues were not before the Bankruptcy Court in this case. Moreover, those arguments are not relevant and would not have made a difference here. Likewise, the arguments presented in In re Thomson McKinnon Sec. Inc., and also relied on by the debtor, are inapplicable. There, the court erroneously categorized the state's claim as one presented by a "creditor". That ruling, too, is "off the rails" and does not aid the Court in this case. The Court concludes that the Treasurer, when pursuing unclaimed property pursuant to state law, does not become a creditor who must file a claim in the manner of a creditor, or risk waiving its rights and duties under the State Statutes. Moreover, the Treasurer is not an equity security holder. Once the Treasurer notifies the debtor of its statutory rights to unclaimed property, the debtor's duty to act as trustee and its right to hold the property ends. Therefore, the property held by the debtor for the Working Interest Owners and Mineral Payees is not property of the debtor's Estate. The judgment of the Bankruptcy Court is, therefore, reversed and the case is remanded for further administrative proceedings. A copy of the Court's Memorandum Opinion dated March 29, 2018 is available at https://is.gd/u9qJp1 from Leagle.com. Linn Energy, LLC, Debtor, represented by Alexander N. Cross -- alex.cross@kirkland.com -- Kirkland & Ellis LLP, Alexandra Frank Schwarzman -- alexandra.schwarzman@kirkland.com -- Kirkland & Ellis, LLP, Anna Rotman -- anna.rotman@kirkland.com -- Kirkland and Ellis, Jamie Alan Aycock -- Jamie.aycock@kirkland.com -- Kirkland & Ellis LLP, Jennifer Francine Wertz -- jwertz@jw.com --Jackson Walker LLP, Matthew Dudley Cavenaugh -- mcavenaugh@jw.com -- Jackson Walker, Patricia Baron Tomasco -- ptomasco@jw.com -- Jackson Walker LLP, Seth Goldman -- Seth.Goldman@mto.com -- Munger Tolles Olson LLP & Stephen E. Hessler -- Stephen.hessler@kirkland.com -- Kirkland & Ellis LLP. Berry Petroleum Company, LLC, debtor, represented by Emily McLemore Smith -- emilysmith@quinnemanuel.com -- Quinn Emanuel Urquhart Sullivan, Eric David Madden -- emadden@rctlegal.com -- Reid Collins et al, Jennifer Francine Wertz , Jackson Walker LLP, Julie Goodrich Harrison -- julie.harrison@nortonrosefulbright.com -- Norton Rose Fulbright US LLP, Matthew Dudley Cavenaugh , Jackson Walker, Patricia Baron Tomasco , Jackson Walker LLP & Seth Goldman , Munger Tolles Olson LLP. Linnco, LLC & Linn Acquisition Company, LLC, Debtors, represented by Alexander N. Cross , Kirkland & Ellis LLP, Alexandra Frank Schwarzman , Kirkland & Ellis, LLP, Jennifer Francine Wertz , Jackson Walker LLP, Matthew Dudley Cavenaugh , Jackson Walker, Patricia Baron Tomasco , Jackson Walker LLP & Seth Goldman , Munger Tolles Olson LLP. Linn Energy Finance Corp., debtor, represented by Alexander N. Cross, Kirkland & Ellis LLP, Alexandra Frank Schwarzman, Kirkland & Ellis, LLP, Jennifer Francine Wertz, Jackson Walker LLP, Matthew Dudley Cavenaugh, Jackson Walker & Patricia Baron Tomasco, Jackson Walker LLP. Linn Energy Holdings, LLC, Debtor, represented by Aimee Williams Hebert, Kelly Hart Pitre, Alexander N. Cross, Kirkland & Ellis LLP, Jennifer Francine Wertz, Jackson Walker LLP, Matthew Dudley Cavenaugh, Jackson Walker & Patricia Baron Tomasco, Jackson Walker LLP. Linn Exploration & Production Michigan LLC, Debtor, represented by Alexander N. Cross , Kirkland & Ellis LLP, Alexandra Frank Schwarzman , Kirkland & Ellis, LLP, Jennifer Francine Wertz , Jackson Walker LLP, Matthew Dudley Cavenaugh , Jackson Walker & Patricia Baron Tomasco , Jackson Walker LLP. Linn Exploration Midcontinent, LLC, Linn Midstream, LLC, Linn Midwest Energy LLC & Linn Operating, Inc., debtors, represented by Alexander N. Cross , Kirkland & Ellis LLP, Alexandra Frank Schwarzman , Kirkland & Ellis, LLP, Jennifer Francine Wertz , Jackson Walker LLP, Matthew Dudley Cavenaugh , Jackson Walker & Patricia Baron Tomasco , Jackson Walker LLP. Mid-Continent I, LLC, Mid-Continent II, LLC, Mid-Continent Holdings I, LLC & Mid-Continent Holdings II, LLC, debtors, represented by Jennifer Francine Wertz, Jackson Walker LLP, Matthew Dudley Cavenaugh, Jackson Walker & Patricia Baron Tomasco, Jackson Walker LLP. Oklahoma State Treasurer, Unclaimed Property Division, Appellant, represented by Jacob W. Sparks, Spencer Fane LLP. Linn Operating, Inc., Appellee, represented by Patricia Baron Tomasco -- jsparks@spencerfane.com -- Jackson Walker LLP. About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. Each of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler, Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. Judge David R. Jones presides over the cases. The Office of the U.S. Trustee has appointed five creditors of Linn Energy LLC to serve on the official committee of unsecured creditors. The Committee tapped Mark I. Bane, Esq., and Keith H. Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as investment banker. It also retained as Texas Oil & Gas Counsel, John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan, Esq., at Gardere Wynne Sewell LLP. On January 27, 2017, the Bankruptcy Court entered the Order Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (II) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC. On February 28, 2017, the Plan became effective and the LINN Debtors emerged from their Chapter 11 cases. Through the restructuring, LINN has reduced debt by more than $5 billion to total debt of $1.012 billion and pro forma net debt of $962 million, resulting in $730 million of liquidity. The new structure significantly enhances financial flexibility and positions the Company for long-term success. LONGFIN CORP: Remains Non-Compliant with Nasdaq ----------------------------------------------- Longfin Corp. on April 18, 2018, received a notice from the NASDAQ Stock Market LLC, indicating that the Company does not comply with the NASDAQ Listing Rule 5250(c)(1) due to the Company not having included the signatures of a majority of the members of its Board of Directors in its Annual Report on Form 10-K for the year ended December 31, 2017, that it filed with the U.S. Securities & Exchange Commission on April 2, 2018. NASDAQ elected to exercise its discretionary authority under the Listing Rule 5101 to require the Company to submit a plan of compliance regarding the deficiency described above by no later than April 25, 2018. However, immediately prior to the filing of the Form 8-K, the Company filed an amendment to the Annual Report that included a majority of the members of its Board of Directors, resolving this instance of non-compliance. Longfin, however, said it remains non-compliant with Rule 5250(c)(1) because it did not file a Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. In December 2017, the Company completed the initial public offering of its Class A Common Stock, par value $0.00001 per share to investors at a public offering price of $5.00 per share pursuant to the exemption afforded under Regulation A promulgated under the Securities Act. A total of 1,140,989 shares of Class A Common Stock were issued in the offering. Emergency Freeze The Securities and Exchange Commission said on April 6, 2018, it has obtained a court order freezing more than $27 million in trading proceeds from allegedly illegal distributions and sales of restricted shares of Longfin Corp. stock involving the company, its CEO, and three other affiliated individuals. According to a complaint unsealed today in federal court in Manhattan, shortly after Longfin began trading on NASDAQ and announced the acquisition of a purported cryptocurrency business, its stock price rose dramatically and its market capitalization exceeded $3 billion. The SEC alleges that Amro Izzelden "Andy" Altahawi, Dorababu Penumarthi, and Suresh Tammineedi then illegally sold large blocks of their restricted Longfin shares to the public while the stock price was highly elevated. Through their sales, Altahawi, Penumarthi, and Tammineedi collectively reaped more than $27 million in profits. According to the SEC's complaint, Longfin's founding CEO and controlling shareholder, Venkata Meenavalli, caused the company to issue more than two million unregistered, restricted shares to Altahawi, who was the corporate secretary and a director of Longfin, and tens of thousands of restricted shares to two other affiliated individuals, Penumarthi and Tammineedi, who were allegedly acting as nominees for Meenavalli. The subsequent sales of those restricted shares violated federal securities laws that restrict trading in unregistered shares distributed to company affiliates. "We acted quickly to prevent more than $27 million in alleged illicit trading profits from being transferred out of the country," said Robert Cohen, Chief of the SEC Enforcement Division's Cyber Unit. "Preventing defendants from transferring this money offshore will ensure that these funds remain available as the case continues." The SEC's complaint, which was filed under seal on April 4, charges Longfin, Meenavalli, Altahawi, Penumarthi, and Tammineedi with violating Section 5 of the Securities Act of 1933. The complaint seeks injunctive relief, disgorgement of ill-gotten gains, and penalties, among other relief. The SEC's continuing investigation is being conducted by Ernesto Amparo, Robert Nesbitt, and Adam B. Gottlieb and supervised by Anita B. Bandy and Mr. Cohen. The litigation is being led by Sarah Heaton Concannon and Kevin Lombardi and supervised by Stephan Schlegelmilch and Cheryl Crumpton. Longfin is a finance and technology company that specializes in structured trade finance (Alternative Finance) solutions and physical commodities finance (Shadow Banking) solutions. On June 19, 2017, Longfin acquired 100% of the global trade finance technology solution provider, Longfin Tradex Pte. Ltd., ("Stampede - Tradex Pte Ltd"), - a Singapore incorporated entity and post-acquisition Longfin Tradex has become a subsidiary of Longfin. In the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, Roseland, New Jersey-based CohnReznick LLP, the Company's auditor since February 2018, said the Company has limited operating history and the continuation of the Company as a going concern is dependent upon the ability of the Company to obtain financing and the attainment of profitable operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company listed $178,259,000 in total assets against $39,293,000 in total liabilities as of December 31, 2017. LUCKY DRAGON: Committee Hires Kolesar as Nevada Co-Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Lucky Dragon Hotel & Casino, LLC, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to retain Kolesar & Leatham, as Nevada co-counsel to the Committee. The Committee requires Kolesar to: a. advise the Committee with regard to issues of the Sate law, including non-judicial foreclosure and rights existing under deeds of trust in Nevada, real property rights, mechanics' and materialmens' liens, rights of holders of promissory notes, landlord/tenand law, identify fixtures, personal property leases, Nevada's adoption of the Uniform Commercial Code, and gaming and other privileged licenses in Nevada; b. advise the Committee with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the U.S. Trustee, as they pertain to the Committee; c. advise the Committee with regard to certain rights and remedies of the Debtors' bankruptcy estates and the rights, claims and interest of creditors; d. represent the Committee in any proceeding or hearing in the Bankruptcy Court involving the Debtors' estates unless the Committee is represented in such proceeding or hearing by other special counsel; e. conduct examinations of witnesses, claimants or adverse parties and represent the Committee in any adversary proceeding; f. prepare and assist the Committee in the preparation of reports, applications, pleadings and orders including applications to employ professionals, and respond to pleadings filed by any other party in interest in the bankruptcy case, including the Debtors; g. assist the Committee to evaluate any sale or other disposition of assets in the bankruptcy case; h. assist the Committee to evaluate the existence of any assets and causes of action to pursue and represent the Committee in connection with the pursuit of any such causes of action; i. assist the Committee in the negotiation, formulation, preparation and confirmation of a plan of reorganization; and j. perform any other services which may be appropriate in the firms representation of the Committee during the bankruptcy case. Kolesar will be paid at the hourly rate of $450-$575. Kolesar will also be reimbursed for reasonable out-of-pocket expenses incurred. James Patrick Shea, partner of Kolesar & Leatham, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Kolesar can be reached at: James Patrick Shea, Esq. KOLESAR & LEATHAM 400 S Rampart Blvd., Suite 400 Las Vegas, NV 89145 Tel: (702) 362-7800 About Lucky Dragon Hotel & Casino Lucky Dragon, LP, owns the real estate and improvements of the Lucky Dragon Hotel & Casino located at 300 West Sahara Avenue, Las Vegas, Nevada, and employs 68 full-time and 30 part-time people. Lucky Dragon Hotel & Casino, LLC operates the Resort Hotel and Casino. Lucky Dragon and Lucky Dragon Hotel & Casino sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-10850 and 18-10792) on Feb. 21, 2018. The cases are jointly administered under Lucky Dragon Hotel & Casino's Case No. 18-10792. In the petition signed by Andrew S. Fonfa, managing member of Eastern Investments, Lucky Dragon estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Laurel E. Davis presides over the cases. Schwartz Flansburg PLLC is the Debtors' legal counsel. Prime Clerk LLC is the claims and noticing agent. The Official Committee formed in the cases tapped Levene, Neale, Bender, Yoo & Brill LLP as general bankruptcy counsel; Armstrong Teasdale LLP as co-counsel; Kolesar & Leatham, as Nevada co-counsel. MARIANO MENDOZA: $550K Sale of Santa Ana Property Approved ---------------------------------------------------------- Judge Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California authorized Mariano Mendoza and Mercedes Mendoza to sell the residential real property located at 1619 N. Fairmont Street, Santa Ana, California to Sergio Lopez and Diana Lopez for $550,000. A hearing on the Motion was held on April 11, 2018 at 10:00 a.m. The sales proceeds may be disbursed as requested in the sale motion, including but not limited to payment of the 5% brokerage commission to Rosalva Olivarria. The sale will be free and clear of the secured claims of the Norbert Foigelman Trust and the RoundPoint and Compass claims. The Foigelman Lien and RoundPoint - Compass Lien will attach to the proceeds of sale, after payment of sale-related costs, including the brokerage commission with the same priority that such claims held as against the Premises and subject to all claims and defenses available to the Debtors and/or their Chapter 11 Estate. Should the Debtors determine, in their discretion, that the Foigelman Lien and/or RoundPointe-– Compass Lien are valid, they may instruct the funds holder, whether escrow or Debtors’ counsel, at such point to pay such funds directly to the applicable lien claimant without further order of the Court. All Seller proceeds, except as set forth above, will be retained in the Debtors' counsel's trust account, pending further order of the Court. The order will be effective immediately upon entry notwithstanding F.R.B.P. 6004(h). Mariano Mendoza and Mercedes Mendoza sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-11662) on April 26, 2017. The Debtor tapped Onyinye N. Anyama, Esq., at Anyama Law Firm, as counsel. MARYLAND FR/PG/ODE/STP: Hires Robert W. Thompson as Counsel ----------------------------------------------------------- Maryland FR/PG/ODE/STP ST Trust seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Robert W. Thompson, Esq., as counsel to the Debtor. Maryland FR/PG/ODE/STP requires Robert W. Thompson to: a. provide legal advice with respect to the powers, rights and duties of the Debtor in the continued management and operation of the business; b. provide legal advice and consultation related to the legal and administrative requirements of operating the Chapter 11 bankruptcy case, including to assist the Debtor in complying with the procedural requirements of the Office of the U.S. Trustee; c. take all necessary actions to protect and preserve the Debtor's Estate, including to prosecute actions on the Debtor's behalf, defend any action commenced against the Debtor, and represent the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims filed against the Debtor's Estate; d. prepare on behalf of the Debtor any necessary pleadings including Applications, Motions, Answers, Orders, Complaints, Reports, or other documents necessary or otherwise beneficial to the administration of the Debtor's Estate; e. represent the Debtor's interests at the Meeting of Creditors, pursuant to Sec. 341 of the Bankruptcy Code, and at any other hearing scheduled before this Court related to the Debtor; f. assist and advise the Debtor in the formulation, negotiation, and implementation of a Chapter 11 Plan and all documents related thereto; g. assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of corporate transactions, including sales of assets, in this Chapter 11 bankruptcy case; h. assist and advise the Debtor with respect to the use of cash collateral and obtain Debtor-in-Possession or exit financing and negotiating, drafting, and seek approval of any documents related thereto; i. review and analyze all claims filed against the Debtor's Bankruptcy Estate and to advise and represent the Debtor in connection with the possible prosecution of objections to claims; j. assist and advise the Debtor concerning any executory contract and unexpired leases, including assumptions, assignments, rejections, and renegotiations; k. coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; and l. perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of this case. Robert W. Thompson 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. Robert W. Thompson 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. Robert W. Thompson can be reached at: Robert W. Thompson, Esq. 134 Holiday Ct. Ste. 301 Annapolis, MD 21401 Tel: (410) 841-5060 E-mail: rwtoffice@yahoo.com About Maryland FR/PG/ODE/STP ST Trust Maryland FR/PG/ODE/STP ST Trust, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 18-12263) on Feb. 22, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Robert W. Thompson, Esq. MDM PHYSICAL: Hires Solomon CPAs as Financial Advisor ----------------------------------------------------- MDM Physical Therapy, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Arizona to employ Solomon CPAs & Financial Services, PLLC, as financial advisor to the Debtors. MDM Physical requires Solomon CPAs to assist the Debtors with plan projections, completion of monthly operating reports, and tax issues. Solomon CPAs will be paid at the hourly rate of $100-$150. Solomon CPAs will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtors' 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 Debtors and their estates. Solomon CPAs can be reached at: SOLOMON CPAS & FINANCIAL SERVICES, PLLC 7254 East Southern Ave., Suite 103 Mesa, AZ 85209 Tel: (602) 773-6830 Fax: (866) 606-8591 About MDM Physical Therapy Founded in 2001, MDM Physical Therapy LLC is a small organization in the health practitioners industry located in Gilbert, Arizona. MDM Physical Therapy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01596) on Feb. 21, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Paul Sala presides over the case. Richardson & Richardson, P.C. is the Debtor's bankruptcy counsel. Solomon CPAs & Financial Services, PLLC, as financial advisor. MONEY CENTERS: Dist. Ct. Affirms Dismissal of Trustee Suit vs TECI ------------------------------------------------------------------ In the appeals case captioned MARIA APRILE SAWCZUK, as Trustee of the Liquidating Trust of Money Centers of America, Inc., and Check Holdings, LLC, Appellant, v. THUNDERBIRD ENTERTAINMENT CENTER, INC., Appellee, Civ. No. 17-319-RGA (D. Del.), Trustee appeals the Bankruptcy Court's Order, In re Money Centers of America, Inc., which dismissed Trustee's complaint against Thunderbird Entertainment Center, Inc., a wholly owned entity of the Absentee Shawnee Tribe of Oklahoma, seeking to avoid and recover certain transfers to Thunderbird. District Judge Richard G. Andrews affirms the dismissal order. On appeal, Trustee argues that the Dismissal Order should be reversed because, in Krystal Energy, the only court of appeals to consider this issue determined that tribes are "domestic governments." Trustee argues that Thunderbird has offered no other possible definition for "other . . . domestic government[s]," which can only mean Indian tribes "because there is nothing else to which it could possibly refer." Trustee further argues that Congress need not invoke any "magic words" (i.e., Indian tribes); rather, the intent to abrogate must simply be "clearly discernable from the statutory text in light of traditional interpretive tools." Thunderbird, on the other hand, argues that the Bankruptcy Court properly joined Whitaker in rejecting Krystal Energy's reliance on "domestic dependent nations" language in prior cases, finding a waiver by implication, which is prohibited by Supreme Court precedent. Thunderbird contends that Congress included the catch-all "other . . . domestic government[s]" to avoid any argument over terminology used by many types oflocal domestic governments not expressly identified -- e.g., towns, townships, villages, boroughs, counties, and parishes. Thunderbird argues it would make little sense to include a catch-all provision solely to address Indian tribes, when the term "Indian tribe" would have been much clearer and consistent with the Supreme Court's long-standing requirement that Congress be explicit in enacting waivers of tribal sovereign immunity. Thunderbird argues that the overwhelming weight of recent authority is in agreement and cites the Subranni case, a recent decision on this issue from a bankruptcy court in the Third Circuit with nearly identical facts. Subranni also involved a claim against a tribe to avoid preferential payments. The Court agrees with the reasoning set forth in Whitaker, Greektown and Subranni. In Whitaker, the Eighth Circuit Bankruptcy Appellate Panel adopted the bright line rule set forth in In re National Cattle Congress, 247 B.R. 259, 267. Absent a specific mention of "Indian tribes" in the Bankruptcy Code, any finding of abrogation under section 106(a) necessarily relies on inference or implication, both of which are prohibited by the Supreme Court. The Whitaker court agreed, holding that any other interpretation "requires an inference which is inappropriate in this analysis."Similarly, Greektown concerned an adversary proceeding against an Indian tribe seeking to avoid an alleged fraudulent transfer, and the tribe responded by asserting sovereign immunity. Relying heavily on Whitaker, the court looked to whether, in § 106, "Congress unequivocally, unmistakably and without ambiguity, by invoking the phrase 'or other domestic government[s],' intended to abrogate the 'special brand of sovereignty' that Indian tribes enjoy. "[T]here is not one example in all of history where the Supreme Court has found that Congress intended to abrogate tribal sovereign immunity without expressly mentioning Indian tribes somewhere in the statute." Because it could not say with "perfect confidence" that Congress intended the phrase to waive tribal sovereign immunity, the Greektown court dismissed the action. The Court is persuaded by these well-reasoned decisions and finds no error in the Bankruptcy Court's conclusion that Congress did not unequivocally express an intent to abrogate sovereign immunity of Indian tribes in sections 106(a) and 101(27). Section 101(27)'s reference to "other . . . domestic government[s]" falls short of the clarity required for abrogation of tribal sovereign immunity. A full-text copy of the Court's March 29, 2018 Memorandum is available at https://is.gd/3AFjhz from Leagle.com. Money Centers of America, Inc., et al., Debtor, represented by Maria Aprile Sawczuk -- marias@restructuringshop.com -- Goldstein & McClintock LLLP. Maria Aprile Sawczuk, as Trustee of the Liquidating Trust of Money Centers of America Inc. and Check Holdings LLC, Appellant, represented by Maria Aprile Sawczuk, Goldstein & McClintock LLLP. Thunderbird Entertainment Center, Inc., Appellee, represented by Susan E. Kaufman, Law Office of Susan E. Kaufman, LLC. About Money Centers Headquartered in King of Prussia, Pa., Money Centers of America Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/-- provides cash access services to the gaming industry. The company delivers ATM, credit card advance, POS debit card advance, check cashing services and CreditPlus marker services on an outsourcing basis to casinos. The company also licenses its OnSwitch(TM) transaction management system to casinos so they can operate and maintain their own cash access services, including the addition of merchant card processing. Money Centers filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-10603) on March 21, 2014, in Trenton, New Jersey. The Debtor estimated up to $1 million to $10 million in both assets and liabilities. The petition was signed by Christopher Wolfington, Chairman & CEO. Kevin Scott Mann, Esq., at Cross & Simon, LLC, in Wilmington, in Delaware, serves as counsel to the Debtor. NATIONAL ORTHOPEDICS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of National Orthopedics and Neurosurgery, P.A. as of April 20, according to a court docket. About National Orthopedics National Orthopedics and Neurosurgery, P.A., f/k/a Jeffrey L. Kugler, M.D. P.A. -- http://nationalorthoandneuro.com/-- offers treatment options for orthopedic injuries. With locations in Lake Worth and Royal Palm Beach, Florida, the Company is helping patients from all over the Southeast. National Orthopedics and Neurosurgery filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11757) on Feb. 15, 2018, disclosing $1.02 million assets and $1.86 million debt. The petition was signed by Jeffrey L. Kugler, director. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Robert C. Furr, Esq., at Furr & Cohen. NEW ENGLAND CONFECTIONERY: Case Summary & 20 Unsecured Creditors ---------------------------------------------------------------- Debtor: New England Confectionery Company, Inc. 135 American Legion Highway Revere, MA 02151 Type of Business: Revere, Massachusetts-based New England Confectionery Company, Inc. manufactures and markets confectionery products. Founded in 1847, NECCO has produced some of America's iconic candies including Sweethearts, Mary Janes, Candy Buttons, Clark Bars, Squirrel Nut Zippers, Slap Stix, and Sky Bars, among other sweet treats. Visit http://www.necco.comfor more information. Chapted 7 Involuntary Petition Date: April 3, 2018 Chapter 11 Conversion Date: April 17, 2018 Court: United States Bankruptcy Court District of Massachusetts (Boston) Case No.: 18-11217 Judge: Hon. Melvin S. Hoffman Debtor's Counsel: Scott H. Moskol, Esq. BURNS & LEVINSON LLP 125 Summer Street Boston, MA 02110 Tel: (617) 345-3522 Fax: 617-345-3299 Email: smoskol@burnslev.com - and - William V. Sopp, Esq. BURNS & LEVINSON LLP 125 Summer Street Boston, MA 02110 Tel: (617) 345-3829 Fax: 617-345-3299 Email: wsopp@burnslev.com - and - Tal Unrad, Esq. BURNS & LEVINSON LLP 125 Summer Street Boston, MA 02110 Tel: 617-345-3281 Fax: 617-345-3299 Email: tunrad@burnslev.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Michael McGee, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mab18-11217.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AAK USA Inc. Trade Debt $261,920 Managing Agent P.O. Box 200029 Pittsburgh, PA 15251-0029 Americraft Carton, Inc. Trade Debt $505,954 Managing Agent PO Box 83212 Chicago, IL 60691-0212 Atlantic-Revere Realty LLC Trade Debt $276,287 c/o Atlantic Management Corp. 205 Newbury St Framingham, MA 01701 Burdette Beckmann Trade Debt $583,103 Managing Agent 5851 Johnson Street Hollywood, FL 33021 Cargill Inc. Trade Debt $352,019 Managing Agent PO Box 415927 Boston, MA 02241-8954 Carlin O'Brien Trade Debt $236,531 Managing Agent 1851 Howard St - Melk Grove, IL 60007 E.A. Berg & Sons Trade Debt $253,584 Managing Agent 75 West Century Road Paramus, NJ 07652 General Converting Inc. Trade Debt $524,377 Managing Agent PO Box 88460 Chicago, IL 60680 GENPRO Trade Debt $475,008 Managing Agent 201 NJ-17 #400 Rutherford, NJ 07070 Independent Dairy Trade Debt $144,646 Commodities LLC 1201 Centre Street, Suite 2 Easton, PA 18042 National Grid Trade Debt $312,792 Managing Agent PO Box 11737 Newark, NJ 07101-4737 New England Motor Freight Trade Debt $514,922 Managing Agent 1-71 North Avenue East Elizabeth, NJ 07201 New England Wooden Ware Corp. Trade Debt $602,837 Managing Agent 205 School Street Ste 201 Gardner, MA 01440-2781 North Central Companies Trade Debt $257,000 Managing Agent 601 Carlson Parkway #400 Minnetonka, MN 55305 Shanghai Hanchang Printing Trade Debt $532,278 c/o Ungermans Packaging Solutions 1699 Highway #1 Fairfield, IA 52556 Team Express Inc. Trade Debt $166,225 40 Strafello Dr Avon, MA 02322 Transmar Commodity Group Trade Debt $294,847 Managing Agent 200 South St Morristown, NJ 07960 Unicorr Packaging Group Trade Debt $248,799 Managing Agent 4282 Paysphrere Circle Chicago, IL 60674 United Cocoa Trade Debt $370,502 Processor, Inc. Managing Agent PO Box 21064 New York, NY 10087-1064 United Sugar Corp. Trade Debt $159,599 Managing Agent SDS 12-0548 P.O Box 86 Minneapolis, MN 55486 NEW JERSEY ANTIQUE: $680K Sale of Englishtown Property Approved --------------------------------------------------------------- Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey authorized New Jersey Antique & Used Furniture, LLC's sale of the real property located at 42 Main Street, Englishtown, Monmouth County, New Jersey, to Ciminiello Realty 5, LLC, for $680,000. A hearing on the Motion was held on April 17, 2018 at 10 a.m. The sale is free and clear of all liens. The proceeds of sale must be used to satisfy the liens for real estate taxes and other municipal liens. Until such satisfaction the Property is not free and clear of those liens. The sale is free and clear of all liens not described, including without limitation, the liens set forth on Schedule A, which liens will not be paid at closing from the proceeds of sale but which, to the extent such liens are valid, will attach to the proceeds of sale with the same priority as they had encumbered the Property. The net proceeds of sale will be held in the trust account of the attorneys for the DIP pending further order of the Court. In accordance with D.N.J. LBR 6004-5, the Motion and the Notice of Proposed Private Sale included a request to pay the real estate broker(s) identified below at closing. Therefore the professional(s) may be paid at closing: (i) Carton Realtors (5%) - $34,000 for listing and marketing the Property; and (ii) Carlton Realtors for producing the Buyer. Other closing fees payable by the Debtor may be satisfied from the proceeds of sale and adjustments to the price as provided for in the contract of sale may be made at closing. The Order may be recorded with the County Clerk to evidence that the Property was authorized to be sold. The 14-day stay of Bankr. Rule 6004(h) does not apply and the sale of the Property can be consummated upon entry of the Order. About New Jersey Antique New Jersey Antique & Used Furniture LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-12407) on Feb. 7, 2017, estimating under $500,000 in both assets and liabilities. The Debtor hired Broege, Neumann, Fischer & Shaver, LLC, as legal counsel. The Debtor also tapped Carlton Realtors as real estate brokers to market and sell real property located at 42 Main Street, Englishtown, New Jersey for the benefit of the bankruptcy estate. NINE WEST: Unsecured Creditors' Recovery Unknown Under Ch. 11 Plan ------------------------------------------------------------------ Nine West Holdings, Inc., filed a Chapter 11 plan of reorganization and accompanying disclosure statement centered around transactions contemplated by the Restructuring Support Agreement, which provide for a comprehensive restructuring based upon: -- the sale of the Debtor' footwear and handbag business, -- the issuance of new equity in Reorganized Holdings, and -- the commitment of exit financing that will repay Secured Term Loan Claims in full in cash (but with interest paid at the non-default rate). The Debtors extensively marketed their footwear and handbag business prior to the Petition Date, which efforts culminated in an asset purchase agreement providing a baseline $200 million purchase price for those assets subject to a competitive auction process. Ryan Boysen, writing for Bankruptcy Law360, reports that Nine West's Chapter 11 plan aims to chop $900 million from the debtors' $1.6 billion in prepetition debt. Authentic Brands Group has already been announced as the stalking horse bidder in an auction for the Debtor's assets, the report adds. The proceeds of the 363 Sale will be used to pay down amounts outstanding to the Debtors' secured debt, which pay down is a fundamental aspect of the Debtors' restructuring and Plan. At bottom, the Plan will eliminate more than $900 million of the Debtors' prepetition funded debt and allow the Debtors to reorganize around their core jeanswear, women's apparel, jewelry, and Anne Klein(R) licensing businesses. The Debtors intend to move swiftly through Chapter 11. The Restructuring Support Agreement requires the Debtors to enter into committed exit financing no later than June 15, 2018, confirm the Plan by no later than August 20, 2018, and exit chapter 11 protection by no later than September 4, 2018. The Debtors' Stalking Horse APA requires the closing of the 363 Sale to occur on or before July 15, 2018. The Debtors believe this timeline is appropriate and necessary to effectuate a Plan that is supported by over 78 percent of their secured term loan lenders and over 89 percent of their unsecured term loan lender -- which support is demonstrated by the Restructuring Support Agreement and $297.5 million in postpetition debtor-in-possession financing provided by the majority of the Debtors' prepetition secured lenders (including $50 million of new money loans) -- and maximizes stakeholder recoveries. Under the Plan, general unsecured creditors will receive their pro rata share of the value unencumbered property of the Debtor against which the holder of such allowed claim has a claim. General unsecured creditors are impaired. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb18-10947-129.pdf About Nine West Holdings Nine West Holdings is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947). Nine West estimated $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. Nine West Holdings' legal advisors are Kirkland & Ellis LLP. The Company's financial advisor is Lazard Freres & Co., and its restructuring advisor is Alvarez & Marsal North America LLC. Prime Clerk LLC is the claims and noticing agent. The Independent Directors tapped Munger, Tolles & Olson LLP as counsel and Berkeley Research Group as financial advisor. William K. Harrington, the U.S. Trustee for Region 2, appointed seven creditors to serve on the official committee of unsecured creditors. OAKLEY GRADING: Hires Barlett & Barnett as Accountant ----------------------------------------------------- Oakley Grading and Pipeline, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Barlett & Barnett CPAS, P.C., as accountant to the Debtor. Oakley Grading requires Barlett & Barnett to: a. advise and assist the Debtor and the Debtor's attorneys in connection with an investigation of the affairs of the Debtor; b. advise and assist the Debtor with regard to the preparation and filing of any and all tax returns which may be required; c. provide assistance and advice with regard to the preservation, maintenance, management of potential disposition of the Debtor's assets; d. advise and assist the Debtor and the Debtor's legal counsel in connection with the investigation, analysis, and compilation of data relating to financial and accounting matters or issues in connection with any proceeding in this case, and to prepare such reports, summaries, documents and exhibits as may be required in connection therewith, including, but not limited to, the preparation and filing of reports required by the U.S. Trustee; e. provide support and assistance with regard to the proper receipt, disbursement, and accounting for funds and other property of the estate; and f. perform any other services that may be required as accountants for the Debtor. Barlett & Barnett 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. Barlett & Barnett will be paid a retainer in the amount of $1,000. Chris Barnett, a partner at Barlett & Barnett CPAS, 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. Barlett & Barnett can be reached at: Chris Barnett BARLETT & BARNETT CPAS, P.C. 17 Jefferson Place Newnan, GA 30263 Tel: (770) 253-0091 About Oakley Grading and Pipeline Oakley Grading and Pipeline, LLC, based in Newnan, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition was signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in assets and $2.56 million in liabilities. Kevin A. Stine, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, serves as bankruptcy counsel. OREXIGEN THERAPEUTICS: Has Deal to Sell to Nalpropion for $75M -------------------------------------------------------------- Orexigen Therapeutics, Inc., a biopharmaceutical company focused on the treatment of obesity, has entered into an asset purchase agreement with Nalpropion Pharmaceuticals, Inc. to sell substantially all of the assets of the company, subject to court approval. Under the terms of the agreement, Orexigen will sell the world-wide rights to Contrave(R) (naltrexone HCl / bupropion HCl extended release) /Mysimba(TM) (naltrexone HCl and bupropion HCl prolonged release) and certain other Orexigen assets for $75 million in cash. The deal is subject to higher and better offers. Nalpropion Pharmaceuticals is a newly formed special purpose entity capitalized by an investor group that includes Pernix Therapeutics Holdings, Inc., a specialty pharmaceutical company. Interested parties are encouraged to contact the company's financial advisor (Brian Silver at Perella Weinberg Partners, 212-287-3122). All qualified offers must be submitted by June 21 at 4:00 PM Eastern Time to Perella Weinberg Partners. "We are encouraged that our work has culminated in this agreement to acquire Orexigen's global rights to Contrave/Mysimba," said Michael Narachi, President and CEO of Orexigen. "Our goal is to ensure Contrave/Mysimba will continue to be available world-wide to help improve the health and lives of patients struggling to lose weight. Through our interactions with the investor group and Pernix, we have seen that they recognize the value and the growth trajectory that Orexigen has created for Contrave and that we have a shared commitment to serve this patient population. Orexigen will continue to work with other prospective bidders and will accept offers through June 21 with a goal to complete a successful strategic acquisition of Orexigen in mid-July." Since its launch in 2014, Contrave has grown to be the No. 1 prescribed weight loss brand in the U.S. with over 2.5 million prescriptions and over 100,000 unique prescribers since the U.S. launch. About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. ORION HEALTHCORP: Hires Hahn & Hessen as Conflict Counsel --------------------------------------------------------- Orion HealthCorp, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Hahn & Hessen LLP, as conflicts counsel to the Debtors. Orion HealthCorp requires Hahn & Hessen to represent the Debtors' estates in pursuing certain potential avoidance claims and causes of action pursuant to Chapter 5 of the Title 11 of the Bankruptcy Code and related claims, and such other litigations as directed by the Debtors. Hahn & Hessen will be paid at these hourly rates: Partners $750 to $930 Associates $330 to $660 Legal Assistants $260 to $270 Hahn & Hessen will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. The hourly rates set forth above and in the Engagement Letter are consistent with the rate structure provided by Hahn & Hessen and are not significantly different from (a) the rates that Hahn & Hessen charges in other non-bankruptcy representations or (b) the rates of other comparably skilled professionals for similar engagements. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. Further, in connection with the budget required under the postpetition debtor-in- possession financing facility, the Debtors have provided an estimated budget and staffing plan, recognizing that in the course of large chapter 11 cases, unforeseeable issues resulting in unanticipated fees and expenses may arise that will need to be addressed by the Debtors and Hahn & Hessen. Mark T. Power, partner of Hahn & Hessen 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 Debtors and their estates. Hahn & Hessen can be reached at: Mark T. Power, Esq. HAHN & HESSEN LLP 488 Madison Avenue New York, NY 10022 Tel: (212) 478-7200 Fax: (212) 478-7400 About Orion HealthCorp Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP, as conflicts counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee on April 4, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. ORION HEALTHCORP: Taps Mr. Dragelin of FTI as CEO and CRO --------------------------------------------------------- Orion HealthCorp, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ FTI Consulting, Inc., to provide Timothy J. Dragelin as chief executive officer and chief restructuring officer, to the Debtors. Orion HealthCorp requires FTI to: a. assist the Debtors in its assessment of cash management and cash flow forecasting processes, including the monitoring of actual cash flow versus projections; b. assist the Debtors in (i) identifying various operational, managerial, financial and strategic restructuring alternatives, especially as they relate to the sale of assets in a bankruptcy court proceeding, and (ii) understanding the business and financial impact of same; c. assist the Debtors in connection with their communications and negotiations with other parties, including its secured creditors, significant vendors, etc.; d. assist the Debtors with their preparation of various financial reports which may be required during discussions with the Debtors' board, creditors, and stakeholders; e. advise and assist the Debtors in their development of budgets, debtor-in-possession financing, and other purposes; f. advise and assist the Debtors concerning various other financial/business disclosures, assisting with filing tax returns, and reporting requirements pertaining to the chapter 11 proceedings; g. interact with the advisors to the Committee; h. advise and assist the Debtors to analyze claims and potential objections to claims and avoidance actions (e.g. preference and fraudulent transfer actions) based on the proposed exit strategy; i. provide advice and recommendations with respect to other related matters as the Debtors or their professionals may request from time to time, as agreed to by FTI; j. provide such other financial advisory services as may be agreed by FTI and the Debtors; k. assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions; l. assist in segregating prepetition and postpetition business transactions; m. assist the Debtors in the identification of executory contracts and unexpired leases and performing cost/benefit evaluations with respect to the assumption or rejection of each; n. assist the Debtors in the preparation of required financial related disclosures, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs, and Monthly Operating Reports; o. provide assistance with implementation of court orders; p. participate in meetings and provide support to the Debtors and their other professional advisors in negotiations with potential investors, banks and other secured lenders, the Committee, the U.S. Trustee, other parties-in-interest, and professionals hired by the same, as requested; and q. render such other restructuring and general business consulting or such other assistance for the Debtors management or counsel may request, that are not duplicative of services provided by other professionals engaged by the Debtors. FTI will be paid at these hourly rates: Senior Managing Directors $660 to $1,050 Directors/Senior Directors/Managing Directors $500 to $835 Consultants/Senior Consultants $335 to $605 Administrative/Paraprofessionals $135 to $265 During the one-year period prior to the commencement of the Chapter 11 cases, FTI has received $3,648,757 from the Debtors for professional fees, charges and disbursements incurred prior to the Petition Date. FTI received prepetition the Retainer in the amount of $413,500, all of which was applied against prepetition fees and expenses. FTI will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy J. Dragelin, senior managing director with FTI Consulting, 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. FTI can be reached at: Timothy J. Dragelin FTI CONSULTING, INC. 3 Times Square, 10th Floor New York, NY 10036 Tel: (214) 384-4909 Fax: (646) 485-0505 About Orion HealthCorp Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP, as conflicts counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee on April 4, 2018, appointed three creditors to serve on an official committee of unsecured creditors. OYOTOYO INC: Sale of All Assets to Nine Associates Approved ----------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts authorized Oyotoyo, Inc. and Oyo Sportstoys, Inc., to sell substantially all assets to Nine Associates, LLC. On March 16, 2018, the Debtors filed their Notice of Winning Bidder identifying the Buyer as the Winning Bidder, and Imports Dragon as the Backup Bidder after completion of the sale process described in the Bidding Procedures Order and the Bid Procedures. The sale is free and clear of all liens, claims, interests and encumbrances other than as set forth in the Binding LOI. Notwithstanding anything to the contrary in the Sale Motion or the Binding LOI, the Debtors will not sell at the Sale any personally identifiable information that the privacy policy at www.oyosports.com does not permit the Debtors to sell. The Debtors will remove any such information from any equipment or computers on which such information is stored prior to transferring such equipment and computers to the Winning Bidder or Backup Bidder, as applicable. The Debtors will be and are authorized and empowered to assume and assign the Designated Contracts (other than the licenses between and among Oyotoyo, Major League Baseball Properties, Inc. ("MLBP") and NFL Properties, LLC ("NFLP")) pursuant to section 365 of the Bankruptcy Code. Any inventory of the Debtors that incorporates any intellectual property that is owned or controlled by MLBP and/or NFLP will not be sold, transferred, conveyed or assigned pursuant to the Sale Motion or the Order. For the avoidance of doubt, no such inventory will be sold by the Debtors to the Buyer or any other party absent (i) the express written consent of Objecting Licensors Objecting Licensors in their sole discretion, or (ii) unless and until the Bankruptcy Court enters an order, after the continued hearing scheduled by the Court pursuant to this Order solely with respect to the Reserved Rights (defined below) of the Objecting Licensors, authorizing the Debtors to assume and assign the licenses between and among the Debtors and MLBP, and between and among the Debtors and NFLP to the Winning Bidder (or Backup Bidder, as applicable) and overruling the objections of the Objecting Licensors. The Contracts Motion will be and is allowed on the terms and conditions set forth in the Sale Order. Except for the Licenses, the Debtors are authorized and empowered to assume the Designated Contracts on Exhibit A and to assign those Designated Contracts, or some of them, to the Buyer. The cure amounts for the Designated Contracts that are assumed and assigned pursuant to the Sale Order are fixed as set forth on Exhibit A. Upon the payment of such cure amounts, if any, the Debtors' and/or the Buyer's obligations under Section 365(b) of the Bankruptcy Code will be fully satisfied. The Licenses will not be assumed and assigned to the Buyer pursuant to the Order, and will not be assigned at all unless (i) the Debtors and the Buyer satisfy the requirements for assumption and assignment of the Licenses under section 365 of the Bankruptcy Code, and (ii) the Court, after notice and a hearing, authorizes and approves the Debtors' assumption and assignment of the Licenses. Notwithstanding anything to the contrary in the Motions or the Order, the MLBP and NFLP reserve all rights, remedies, claims and defenses, including, without limitation, the right to object to (i) any sale of inventory by the Debtors that incorporates any intellectual property that is owned or controlled by the Objecting Licensors, (ii) the assignability of the Licenses, and (iii) the failure to satisfy the requirements for assumption and assignment of the Licenses under Section 365 of the Bankruptcy Code including, without limitation, adequate notice of and the amount of cure, and adequate assurance of future perfonnance. The Court will hold a further hearing on the Contracts Motion to consider the assumption and assignment of the Licenses, and to hear any dispute regarding the Oracle Cure Amount, on May 15, 2018 at 12:30 p.m. The deadline to file an objection to the Contracts Motion is extended to May 8, 2018. No further notice of the continued hearing is required. Nothing in the Order will modify or limit the rights of Liquid Capital Exchange Corp. ("LC") under the Agreement including, but not limited to, LC's lien attaching to the proceeds of the Purchased Assets with the same priority and validity as LC's existing lien and security interest in the Purchased Assets, as set forth in paragraph 36 of the Sale Order. The Order will be effective and enforceable immediately upon entry, will not be subject to any stay of enforcement, including any stay provided by Bankruptcy Rules 6004 and 6006. The provisions of the Order will be self-executing. At the Closing, the Debtors will be and hereby are authorized and empowered to make any and all closing adjustments, including as set forth in the Binding LOI, without further order of the Court, and to pay (from the proceeds of the Sale or from other cash of the Debtors) all administrative expenses arising in the ordinary course of the Debtors' businesses prior to Closing without further order of this Court. The Debtors hereby are authorized and empowered as and when due to return the deposit previously paid by Imports Dragon, and to pay the Break-Up Fee from the proceeds of the Sale. All other cash and remaining proceeds of the Sale will be held by the Debtors subject to further order of the Court. Forthwith after the Closing, the Debtors will file with the Court a report identifying (i) the amount of gross proceeds due from the Buyer prior to all closing adjustments, (ii) all closing adjustments to such amounts, (iii) the amounts of cash used or projected to be used by the Debtors for payment of the Break-Up Fee and ordinary course administrative expenses that the Debtors are authorized to pay, and (iv) the amount of net cash remaining. A copy of the Exhibit A attached to the Order is available for free at: http://bankrupt.com/misc/Oyotoyo_Inc_147_Order.pdf About Oyotoyo Inc. Oyotoyo, Inc. and Oyo Sportstoys, Inc., a retailer based in Hudson, Massachusetts, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos. 17-41261 and 17-41394) on July 11, 2017 and July 30, 2017. In the petition signed by Thomas Skripps, its president, Oyotoyo estimated assets and liabilities of $1 million to $10 million. Judge Elizabeth D. Katz presides over the case. Jeffrey D. Sternklar LLC serves as bankruptcy counsel to the Debtor. KCP Advisory Group LLC serves as its financial advisor. PAINTSVILLE INVESTORS: U.S. Trustee Directed to Appoint PCO ----------------------------------------------------------- Judge Tracey N. Wise of the United States Bankruptcy Court for the Eastern District of Kentucky directs the U.S. Trustee to appoint a patient care ombudsman for Paintsville Investors, LLC. Paintsville Investors, LLC Mountain Manor of Paintsville is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. Mountain Manor of Paintsville provides inpatient nursing and rehabilitative services to patients who require continuous health care. It offers many amenities for its patients, including: two large gathering rooms for family events, daily planned activities, secured courtyard, chapel, hair salon, in-house laundry, registered dietician, physical therapy services, occupational therapy services, speech therapy services, spacious dining room, 24/7 skilled nursing, private/semi-private rooms and a rehab unit. Visit http://mountainmanorofpaintsville.comfor more information. Paintsville Investors, LLC dba Mountain Manor of Paintsville dba Buckingham Place filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219), on April 9, 2018. The Petition was signed by Franklin D. Fitzpatrick, trustee, manager. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC. At the time of filing, the Debtor had $7.01 million in total assets and $9.81 million in total debts. PANTAGIS DINER: Taps Middlebrooks Shapiro as Legal Counsel ---------------------------------------------------------- Pantagis Diner, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Middlebrooks Shapiro, 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: Melinda Middlebrooks $400 Joseph Shapiro $350 Jessica Minneci $300 Angela Nascondiglio $250 Law Clerks/Paralegals $90 Middlebrooks received an initial retainer of $3,000. An additional retainer of $12,000 will be paid after its employment is approved by the court. Joseph Shapiro, Esq., at Middlebrooks, 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: Joseph M. Shapiro, Esq. Middlebrooks Shapiro, P.C. 841 Mountain Avenue, First Floor Springfield, NJ 07081 Phone: (973)218-6877 E-mail: jshapiro@middlebrooksshapiro.com About Pantagis Diner Based in Edison, New Jersey, Pantagis Diner, LLC -- http://pantagisdiner.com/--is a small organization in the restaurants industry founded in 2008. The restaurant offers sandwiches, wraps and paninis, burgers, and Italian cuisine and seafood. Pantagis Diner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-33944) on Nov. 28, 2017. In the petition signed by Stephen A. Pantagis, its sole member, the Debtor disclosed $850,000 in assets and $1.20 million in liabilities. Judge Kathryn C. Ferguson presides over the case. PATRIOT NATIONAL: Amends Distribution of Litigation Claims Proceeds ------------------------------------------------------------------- Patriot National, Inc., and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware its third amended joint chapter 11 plan of reorganization dated March 30, 2018. The latest plan amends the distribution Litigation Claims cash proceeds. It will now be distributed in accordance with the following priority of payments: (i) first, to the extent not previously paid from proceeds of the Litigation Trust Facility, all accrued and unpaid Litigation Trust Expenses included in the Litigation Trust Budget; (ii) second, to the repayment of the aggregate amount of the outstanding obligations under the Litigation Trust Facility; (iii) third, from the first $5 million available for distribution to the Holders of Allowed First Lien Lender Deficiency Claims and Allowed Class 5 General Unsecured Claims, ratably (a) 60% to the Holders of Allowed First Lien Lender Deficiency Claims and (b) 40% to the Holders of Allowed Class 5 General Unsecured Claims; (iv) fourth, from the next $5 million available for distribution to the Holders of Allowed First Lien Lender Deficiency Claims and Allowed Class 5 General Unsecured Claims, ratably (a) 70% to the Holders of Allowed First Lien Lender Deficiency Claims and (b) 30% to the Holders of Allowed Class 5 General Unsecured Claims; and (v) thereafter, from all funds available for distribution to the Holders of Allowed First Lien Lender Deficiency Claims and Allowed Class 5 General Unsecured Claims, ratably (a) 80% to the Holders of Allowed First Lien Lender Deficiency Claims and (b) 20% to the Holders of Allowed Class 5 General Unsecured Claims. (vi) To the extent that the Allowed First Lien Lender Deficiency Claims are fully satisfied, any additional recoveries will be distributed to the Holders of Allowed Class 5 General Unsecured Claims. To the extent that Holders of Allowed Class 5 General Unsecured Claims are fully satisfied, any additional recoveries will be distributed to the Holders of Allowed First Lien Lender Deficiency Claims. For the avoidance of doubt, no holder of an Allowed Claim will receive payment in excess of the Allowed amount of their Claim. A full-text copy of the Third Amended Joint Chapter 11 Plan is avalable at: http://bankrupt.com/misc/deb18-10189-471.pdf About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/-- provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on an official committee of unsecured creditors in the Debtors' cases. PAYROLL MANAGEMENT: Hires Zalkin Revell as Counsel -------------------------------------------------- Payroll Management, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Florida to employ Zalkin Revell, PLLC, as counsel to the Debtor. Payroll Management requires Zalkin Revell to: a) prepare schedules and statements, as well as various pleadings, applications, motions, responses, objections, and notices related to administration of this case and conducting examinations incidental to the administration of this case and any proceedings therein; b) protect the interests of the Debtor in all matters pending before the Court; c) analyze and develop the relationship of the Debtor to the claims of creditors and other parties in interest in this case; d) advise the Debtor of its rights, duties and obligations as Debtor-in-Possession operating under Chapter 11 of the Bankruptcy Code; e) take any and all other necessary action incidental to the proper preservation and administration of this Chapter 11 case; f) appear at various hearings on administrative and contested matters and in any adversary proceedings filed herein; and g) advise and assist the Debtor in the formation and drafting of a disclosure statement and plan of reorganization and negotiating with its creditors in connection with a plan and any and all matters related thereto. Zalkin Revell will be paid at these hourly rates: Attorneys $265 to $300 Paralegals $95 Zalkin Revell has been paid a retainer of $62,500 for legal fees, costs and expenses, which was deposited into the trust account of Zalkin Revell. Of the Bankruptcy Retainer, $17,078 was used for prepetition services rendered to the Debtor in connection with the planning, preparation and filing of the Petition and other prepetition matters, and $1,717 was paid to the expense of the filing fee. Zalkin Revell will also be reimbursed for reasonable out-of-pocket expenses incurred. Natasha Revell, a partner at Zalkin Revell, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Zalkin Revell can be reached at: Natasha Z Revell, Esq. ZALKIN REVELL, PLLC 2441 US Highway 98W, Ste. 109 Santa Rosa Beach, FL 32459 Tel: (850) 267-2111 E-mail: tasha@zalkinrevell.com About Payroll Management Payroll Management, Inc., provides human resource solutions to businesses that choose to outsource those functions. It offers human resource support, payroll, administration, workers' compensation, recruiting and training, safety training, and miscellaneous services. Payroll Management Inc. was founded in 1986 and is based in Fort Walton Beach, Florida. Payroll Management, Inc., based in Navarre, FL, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30298) on March 27, 2018. In the petition signed by D. C. Mickle-Bee, chief executive officer, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. The Hon. Jerry C. Oldshue Jr. presides over the case. Natasha Revell, Esq., at Zalkin Revell, PLLC, serves as bankruptcy counsel. PC USA RE: Creditor GGH Seeks Appointment of Chapter 11 Trustee --------------------------------------------------------------- Creditor GGH 58, LLC requests the U.S. Bankruptcy Court for the Southern District of Florida to direct the appointment of a chapter 11 trustee for PC USA RE, LLC and STRE, LLC. GGH asserts that the Debtor PC USA RE has falsely claimed ownership of the property in these bankruptcy filings and has made demand for turnover of all assets, accounts and control. On the other hand, Debtor STRE, the entity that has legal title to the property, has falsely claimed that it has no ownership of the property and additionally falsely claimed that it had not transferred ownership of any property within 12 months of filing. GGH believes that STRE did transfer out its interest in the property in April of 2017 to entities that are not part of these proceedings -- thus, STRE only has its interest now because those transfers were adjudicated to be fraudulent and the transfer documents were voided by state court action. GGH relates that pre-petition, the operational control of the property was turned over to GGH in accordance with the recorded financing agreement. Since November 29, 2017, GGH has been maintaining the property and dealing with tenants. GGH is holding funds, collecting rents, and maintaining operations for the property that is now, in one way or another, property of this jointly administered Estate. GGH has filed a Motion to Dismiss. However, until such time as this matter is dismissed, GGH believes that property needs attention. Particularly, there are still several units to rent, and at least one potential tenant is available. Rents must be collected, bills paid, sales tax remitted, certain equipment for tenants (AC units) replaced, and code violations fixed. GGH tells the Court that it will not simply turn over the property to PC USA RE – as demanded -- as they do not own the properties or have any right to manage them. Moreover, STRE not only claims no ownership, but it has no right to ever have ownership under the GGH security agreement, and thus, GGH is not willing to simply turn over the property to STRE as a debtor either. GGH asserts that a Court adjudication of how to handle the operations of the strip center is required, and the only answer that will appropriately protect this property and the interest of GGH, even on an interim basis while the bona fides of this bankruptcy are considered, is the appointment of a trustee. GGH questions the representation that Doron Topaz is an appropriately authorized representative for each corporate entity as "manager" with actual legal authority to file for bankruptcy in the first instance. Doron Topaz appears to have stepped into these two entities as an interloper to care for what the family (who is financing these cases) believes to be the best interests of a brother that they believe to now be mentally incompetent. Doron Topaz appears to have simply gone online at Sunbiz.org, filled out paperwork and paid fines, and -within weeks of the filing of this action for no reason other than to take title to the property that did not at that time belong to the company and in order to file this action with the owner of the property matching up to the mortgagor -- unilaterally reinstated the long administratively dissolved PC USA RE naming himself "manager." However, as of its last known operating agreement, PC USA RE had two managing members, Sharon Topaz and Zohar Pinhasi, and GGH finds no actual modification of that operating agreement was ever approved by Mr. Pinhasi. Likewise, GGH could not find documentation to indicate that Sharon Topaz is mentally incompetent as the Topaz family believes her to be. As such, there is no lawful authority for Doron Topaz to serve as manager. Further, even if he were "manager" there was nothing in the operating agreement that would permit a manager, absent direct and express authority from a vote of all members, to reinstate the company or to file a bankruptcy proceeding. GGH relates that in 2017 STRE filed its last annual report verifying that its authorized managing member was N & S Holdings, LLC, and the prior filing had two managing Members, Sharon Topaz and Nataly Mor. But all documents filed in this action by Doron Topaz inaccurately represent the ownership and management to be solely that of Sharon Topaz individually. GGH maintains that there is no reason to believe that there are actually operating agreement changes or authorization for Doron Topaz to take over as manager for STRE or for the manager of STRE to have the authority to file a bankruptcy. GGH asserts that when looking at the motions related to consolidation into joint administration and fees filed in this case, it is obvious that the recreation of the companies and property repositioning was a scheme by the family to take care of their brother that emanated from consultation with counsel and without regard to legal niceties. Even assuming authority, GGH asserts that the extent of misrepresentation contained in the filings in both cases mandate that a Trustee be appointed for these parcels and that they never be turned over to the control of the Debtors. The most egregious set of misrepresentations in the filings of both cases deal with the ownership of the property subject to the GGH mortgage. Despite the public existence of the essential true facts relating to the property, and actual knowledge by Debtors' manager and counsel, these misrepresentations have been made to the Court repeatedly. Moreover, GGH contends that both PC USA RE and STRE indicate that the primary goal of the manager in coming into this bankruptcy action is to protect Sharon Topaz and his interests -- not the interests of the creditors of the estate. GGH asserts that this creates an inherent conflict of interest considering that much if not all of this mess that has been created is the result of mismanagement and fraudulent behavior on the part of Sharon Topaz. Counsel for GGH 58, LLC Deborah Marks, Esq. DEBORAH MARKS, PLLC 18495 South Dixie Highway ,PMB 134 Miami, FL 33157 Phone: (305) 372-9400 Email: Synergy928@aol.com About PC USA RE Each of PC USA RE, LLC and STRE LLC is a lessor of real estate based in Miami Gardens, Florida. The debtors list their business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 708-716 South Dixie Highway Hallandale, FL 33009. PC USA RE, LLC and STRE LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-12378 and 18-12392) on Feb. 28, 2018. In the petitions signed by Doron Topaz, manager, PC USA RE estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities, and STRE LLC estimated less than $50,000 in both assets and liabilities. The Hon. Robert A Mark presides over the case. Daniel Y. Gielchinsky, Esq., at Daniel Y. Gielchinsky, P.A., serves as bankruptcy counsel to the Debtors. Development Specialists, Inc., is their financial advisor. PC USA RE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of PC USA RE, LLC and STRE LLC as of April 20, according to a court docket. About PC USA RE Each of PC USA RE, LLC and STRE LLC is a lessor of real estate based in Miami Gardens, Florida. The debtors list their business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 708-716 South Dixie Highway Hallandale, FL 33009. PC USA RE, LLC and STRE LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-12378 and 18-12392) on Feb. 28, 2018. In the petitions signed by Doron Topaz, manager, PC USA RE estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities, and STRE LLC estimated less than $50,000 in both assets and liabilities. Judge Robert A Mark presides over the cases. Daniel Y. Gielchinsky, Esq., at Daniel Y. Gielchinsky, P.A., serves as bankruptcy counsel to the Debtors. Development Specialists, Inc., is their financial advisor. PELICAN REAL: Trustee Hires Seese as Special Counsel ---------------------------------------------------- Maria M. Yip, the Liquidating Trustee of Pelican Real Estate, LLC, and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Seese, P.A., as special counsel to the Liquidating Trustee. The Liquidating Trustee requires Seese to represent and provide legal services in the following matters: a. potential claims related to the Torok Pool, including potential claims against Mark Torok, Toroklaw Equity Management Company, and any other individuals or entities affiliated with the transaction; b. potential claims related to the investments in 250 Tanca, including potential claims against 250 Tanca, LLC and Cherif Medawar; c. potential claims related to the TM 25 Pools, including potential claims against Oneness Investment Fund Management Group, Oneness Investment Fund Management Corporation, Kathi Khodi, Richard Gonzalez, MI Home Realty & Loans, Inc., Namaste Asset Management, LLC; and d. potential claims against Lin C. Shieh aka Tom Shieh, Acts Innovation, LLC, Del Paso Management, LLC, and Crimcheck Holdings, LLC. Seese will be paid at the hourly rate of $515. Hourly fee credit shall not exceed 50% of any contingency fee payable to the firm in any given matter until the hourly fees are fully credited. Seese will be paid a contingency fee of 35% of the total recovery, including any amounts recovered by settlement. Seese will be paid a retainer in the amount of $30,000. Seese will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Seese, partner of Seese, P.A., 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. Seese can be reached at: Michael Seese, Esq. SEESE, P.A. 101 N.E. 3rd Avenue, Suite 1270 Fort Lauderdale, FL 33301 Tel: (954) 745-5897 About Pelican Real Estate Pelican Real Estate, LLC, and its eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-03817) on June 8, 2016. The petition was signed by Jared Crapson, president of SMFG, Inc., manager of Pelican Management Company, LLC. At the time of the filing, Pelican Real Estate estimated under $50,000 in both assets and debt. Elizabeth A. Green, Esq., at Baker & Hostetler LLP, serves as bankruptcy counsel to the Debtors. Bill Maloney Consulting is the financial advisor; Hammer Herzog and Associates P.A. is the accountant; and Pino Nicholson PLLC, and Seese, P.A., are special counsel. Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate LLC, hired Dance Bigelow Sharp & Co. as accountant. Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016, formed an official committee of unsecured creditors for Pelican Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC and Accelerated Asset Group LLC. Maria Yip was appointed examiner in the case. She hired GrayRobinson, P.A., as her lead counsel; Fikso Kretschmer Smith Dixon Ormseth PS as special counsel; and Schweet Linde & Coulson, PLLC, as special foreclosure counsel. * * * On Feb. 15, 2017, the court entered an order confirming the Debtors' Second Amended Plan of Liquidation. The Plan became effective on March 2, 2017, at which time the Smart Money Liquidating Trust came into existence and Ms. Yip was named the liquidating trustee. PERFORADORA ORO NEGRO: Chapter 15 Case Summary ---------------------------------------------- Affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptc Code: Name Case No. ---- -------- Perforadora Oro Negro, S. de R.L. de C.V. 18-11094 Javier Barros Sierra 540 Office 103, Park Plaza Torre 1 Col. Sante Fe, Alvaro Obregon Del. Mexico City 01210 Mexico Integradora de Servicios Petroleros 18-11095 Oro Negro, S.A.P.I. de C.V. Javier Barros Sierra 540 Office 103, Park Plaza Torre 1 Col. Santa Fe, Alvaro Obregon Delegation Mexico City 01210 Mexico Type of Business: Perforadora Oro Negro rents and leases equipment to commercial and industrial entities. Integradora de Servicios Petroleros Oro Negro operates in the oil and gas services industry. The company operates a fleet of jackups and drilling rigs. Chapter 15 Petition Date: April 20, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Chapter 15 Petitioner: Alonso Del Val-Echeverria Chapter 15 Petitioner's Counsel: Scott C. Shelley, Esq. Samantha Gillespie, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue New York, NY 10010 Tel: (212) 849-7358 Fax: (212) 849-7100 E-mail: scottshelley@quinnemanuel.com samanthagillespie@quinnemanuel.com - and - Gabriel Fernando Soledad, Esq. Juan P. Morillo, Esq. Daniel Pulecio-Boek, Esq. QUINN EMANUEL URQUHART & SULLIVAN LLP 1300 I Street NW, Suite 900 Washington, DC 20005 Tel: 202-538-8000 Fax: 202-538-8100 E-mail: gabrielsoledad@quinnemanuel.com juanmorillo@quinnemanuel.com danielpulecioboek@quinnemanuel.com - and - Eric Winston, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 865 South Figueroa Street, 10th Floor Los Angeles, California 90017 Tel: (213) 443-3000 Fax: (213) 443-3100 E-mail: ericwinston@quinnemanuel.com Estimated Assets: More than $1 billion Estimated Liabilities: $500 million to $1 billion Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/nysb18-11094.pdf http://bankrupt.com/misc/nysb18-11095.pdf PHOENIX GROUP: Taps Paul Reece Marr as Legal Counsel ---------------------------------------------------- Phoenix Group Holdings, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Paul Reece Marr, 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: Paul Reece Marr, Esq. $325 Paralegal $125 Clerical $50 Paul Reece Marr, Esq., disclosed in a court filing that he does not represent any interests adverse to the Debtor and its estate. The firm can be reached through: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 300 Galleria Parkway, NW, Suite 960 Atlanta, GA 30339 Phone: 770-984-2255 Email: paul.marr@marrlegal.com About Phoenix Group Holdings Phoenix Group Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-53493) on March 2, 2018. In the petition signed by Orlando Clarke, authorized representative, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Paul Baisier presides over the case. PIER 1 IMPORTS: S&P Puts 'B' CCR on CreditWatch Negative -------------------------------------------------------- S&P Global Ratings placed its 'B' corporate credit rating on Pier 1 Imports Inc. and the issue-level ratings on the company's debt on CreditWatch with negative implications. S&P said, "The CreditWatch placement follows the announcement of fourth quarter results that were much weaker than we expected and prospects for poor performance to continue in fiscal 2019. The company has announced a range of plans to address the challenges, and we will evaluate the prospects for success with these new efforts in our CreditWatch review. We could lower the rating more than one notch if it concludes that the company's capital structure is unsustainable because of persistently lower EBITDA and cash use." S&P will evaluate the details of Pier 1's recently announced turn around plan and expect to resolve the CreditWatch placement within 30 days. PINNACLE COS: $1.3M Sale of Sulphur Spring Property to Vititow OK'd ------------------------------------------------------------------- Judge Brenda T, Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Pinnacle Companies, Inc.'s short sale of the real property located at 903 Interstate 30 E, Sulphur Springs, Texas, Hopkins County Parcel # R000016844/R000027509, which includes a commercial building, office space, warehouse and other improvements on approximately 82.173 acres of land, and business personal property located on the premises of the Real Property, to Michael Vititow and/or his assigns for $1,325,000. The Court granted authority for the following payments to be made out of the sales proceeds prior to making payment to the respective Secured Creditors: i) applicable real estate agent commissions; ii) closing costs; iii) the ad valorem property taxes associated with the Real Property and business personal property; iv) U.S. Trustee Quarterly Fees and bank fees associated with the sale; and v) the attorney's fees incurred by the Debtor's counsel associated with the sale and conveyance of title to the Buyer; (vi) State of Texas (Franchise Taxes). At closing, Veritex Community Bank, formerly known as Sovereign Bank will be paid directly by the closing agent and will release its deed of trust lien upon the Real Property. At closing, the full unpaid balance of Alliance Bank's claim against Debtor (including all of such creditor's allowable attorneys' fees and costs) will be paid directly to Alliance Bank by the closing agent and without delay. Upon Alliance Bank's receipt of the entire Alliance Bank Payoff, Alliance Bank will release its deed of trust lien against the Real Property. Pursuant to the provisions of 11 U.S.C. Section 363(f) the Debtor is authorized to sell the Real Property as set forth in the Motion for $1,325,000. The Order will be effective as a determination that, as of the Closing, all claims, interests, or encumbrances asserted against the Real Property have been unconditionally released, discharged, and terminated as to the Buyer and the Real Property, and that the conveyances described herein have been affected. A certified copy of the Order may be filed with appropriate recording offices to evidence cancellation of any recorded encumbrances, claims, liens and other interest against the Real Property recorded prior to the date of the Order. Notwithstanding anything else in the Order, the liens that secure all amounts owed for year 2018 ad valorem property taxes, including any penalties and interest that may accrue, will remain attached to the Real Property and business personal property and become the responsibility of the Buyer. Pursuant to Bankruptcy Rule 6004(h), the Order will not be stayed for 14 days after entry, and notwithstanding any provision of the Bankruptcy Code or Bankruptcy Rules to the contrary, the Order will be effective and enforceable immediately upon entry. Accordingly, the Debtor may close the sale of the Real Property immediately upon the entry of the Order. About Pinnacle Companies Pinnacle Companies, Inc., owns real property located at 906 Hillcrest Drive, Sulphur Springs, Texas 75482, in Hopkins County, Parcel #R000024791, which includes a commercial building, office space, warehouse and other improvements on approximately 48.775 acres of land. Pinnacle Companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41889) on Oct. 18, 2016. In the petition signed by Miles J. Arnold, director, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. The case is assigned to Judge Brenda T. Rhoades. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's legal counsel. PIPER AIRCRAFT: H. Theobald, et al., Suit Barred by GARA -------------------------------------------------------- District Judge Robin L. Rosenberg entered an order granting Defendant Piper Aircraft, Inc.'s motion for summary judgment in the case captioned HEATHER THEOBALD, Individually And as the Executrix of the Estate of EVELYN AMEROSA, Deceased; JAMES OKEY; JAMIE SHEEHY and CYNTHIA L. BICK, Individually and as Co-Administratrices of the Estate of FRANK AMEROSA, Deceased; and BARBARA POST CAMPBELL, Individually and as Executrix of the Estate of JOHN NEWMAN CAMPBELL, Deceased, Plaintiffs, v. PIPER AIRCRAFT, INC., and PIPER AIRCRAFT CORPORATION c/o THE PIPER AIRCRAFT CORPORATION IRREVOCABLE TRUST c/o HOWARD BERLIN TRUSTEE FOR THE PIPER AIRCRAFT CORPORATION IRREVOCABLE TRUST and S-TEC CORPORATION, Defendants, Case No. 2:16-cv-14373-ROSENBERG/MAYNARD (S.D. Fla.) The case arises from the crash of an aircraft manufactured by Piper Aircraft Corporation for which Piper is the type certificate holder. According to the Plaintiffs, the aircraft crashed because the stabilator, a part of the aircraft, was defective. Piper argues that both Florida's statute of repose and the General Aviation Revitalization Act ("GARA"), a federal statute of repose, bar the Plaintiffs' claims. The Court finds that the Plaintiffs do not have evidence that the Defendant had actual knowledge of any problem with the stabilator in its aircraft. Plaintiffs' experts conclude that Piper should have been on notice that its stabilator-equipped aircrafts were susceptible to in-flight breakups, and one of their expert reports alleges that PAC had conducted tests of the stabilator and concluded that the "flutter margins [were] questionable." In addition to the lack of evidence of Piper's actual knowledge, the Plaintiffs also present no evidence of affirmative steps taken by Piper to conceal the alleged defect in the stabilator. Accordingly, Plaintiffs' claims are barred under Florida's statute of repose because they have not offered evidence that any of Piper's officers, directors, partners, or managing agents had actual knowledge that the product was defective and took affirmative steps to conceal it, as required for the statute of repose to be tolled under Florida Statute section 95.031(2)(d). GARA contains a Rolling Provision which restarts the 18-year statute of repose when there is a replacement or addition to the aircraft and that is alleged to have caused death, injury or damage. Defendant argues that the Rolling Provision only applies to design defect claims when the design changes and Plaintiffs do not dispute that the replacement parts were not design changes. Defendant also argues that Plaintiffs do not identify any new defective instructions and that a failure to correct a manual or instructions issued more than 18 years before the incident cannot restart the repose period. Although Plaintiffs allege that the stabilator caused the in-flight breakup, they do not offer evidence that the accident was caused by these replacement parts in the stabilator. The Rolling Provision requires that the Plaintiffs offer evidence that it was these new parts that caused the death, injury, or damage, in order to restart the repose period. Plaintiffs concede that the cause of the accident was a design flaw that had existed in the aircraft since 1978. At the hearing, Plaintiffs simply said that "those parts are required to bring the stabilator to the operational continuing airworthiness standard established by Piper. . . . Those parts replaced are as defective as the ones that were original." They offer no evidence that these replacement parts caused the accident. Rather, the argument is that the stabilator as a whole was defective. This is insufficient to restart the repose period under the Rolling Provision. Accordingly, in the alternative to being barred by Florida's statute of repose, Plaintiffs' claims are barred by GARA. A full-text copy of the Court's Order dated March 30, 3018 is available at https://is.gd/lVdLdj from Leagle.com. HEATHER THEOBALD, Individually and as the Executrix of the Estate of EVELYN AMEROSA, Deceased, JAMES OKEY, JAMIE SHEEHY, Individually and as Co-Administratrix of the Estate of FRANK AMEROSA, Deceased, CYNTHIA L BICK, Individually and as Co-Administratrix of the Estate of FRANK AMEROSA, Deceased & BARBARA POST CAMPBELL, Individually and as Executrix of the Estate of JOHN NEWMAN CAMPBELL, Deceased, Plaintiffs, represented by Bradley J. Stoll -- bstoll@airlaw.com -- The Wolk Law Firm, Cynthia M. Devers -- cdevers@airlaw.com -- Wolk Law Firm, pro hac vice, Michael S. Miska -- mmiska@airlaw.com -- The Wolk Law Firm, pro hac vice, Arthur Alan Wolk , Wolk & Genter, pro hac vice & Mariano Garcia -- MXG@searcylaw.com -- Searcy Denney Scarola Barnhart & Shipley, P.A. PIPER AIRCRAFT, INC, Defendant, represented by Don Swaim, Cunningham Swaim, LLP, pro hac vice & Alex Joseph Whitman, Cunningham Swaim, LLP. S-TEC CORPORATION, Defendant, represented by Kurt C. Schlueter -- kschlueter@amm-law.com -- Adler Murphy & McQuillen LLP, pro hac vice, Todd M. Saranecki -- tsaranecki@amm-law.com -- Adler Murphy & McQuillen, LLP, pro hac vice, Douglas Malcolm McIntosh -- dmcintosh@mscesq.com -- McIntosh Sawran & Cartaya, P.A. & Kimberly Kanoff Berman -- kkanoff@mscesq.com -- McIntosh Sawran & Cartaya, P.A. Howard J. Berlin, as Trustee for the Piper Aircraft Corporation Irrevocable Trust, Defendant, represented by James Daryl Gassenheimer -- jgassenheimer@bergersingerman.com -- Berger Singerman. The case is In re: PIPER AIRCRAFT CORPORATION, Chapter 11, Debtor, Case No. 91-31884-BKC-RAM (Bankr. S.D. Fla.). PORTABELLA'S INC: May 15 Hearing on Plan Outline Approval --------------------------------------------------------- Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle District of Pennsylvania will convene a hearing on May 15, 2018 at 9:30 AM to consider approval of Portabella's, Inc. dba River House Bar & Grill, dba Portabella's Sports Bar & Grille's disclosure statement to accompany its chapter 11 plan filed on March 28, 2018. May 3, 2018 is fixed as the last day for filing and serving written objections to the disclosure statement. The Troubled Company Reporter previously reported that unsecured creditors with the exception of Justin L. Nicholson, and Thomas J. Dacheux and Justin L. Nicholson, A Pennsylvania General Partnership (will receive 0) will receive 20% of the amounts of their claims to be made in quarterly payments beginning three years subsequent from the date of the order confirming plan and continuing an additional three years. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pamb17-02370-63.pdf About Portabella's, Inc Portabella's, Inc. owns a restaurant located at 2495 E. Harrisburg Pike Middletown, Pennsylvania. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02370) on June 6, 2017. The petition was signed by Justin L. Nicholson, president. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Henry W. Van Eck. Lawrence G. Frank, Esq. at Law Office of Lawrence G. Frank represents the Debtor. The Debtor previously sought bankruptcy protection on Feb. 10, 2014 (Bankr. M.D. Pa. Case No. 14-00542). PRIMESOURCE BUILDING: S&P Raises 1st-Lien Sec. Term Loan B to 'B+' ------------------------------------------------------------------ S&P Global Ratings raised the issue-level rating on PrimeSource Building Products Inc.'s $430 million first-lien senior secured term loan B due 2022 ($420 million outstanding as of Dec. 31, 2017) to 'B+' from 'B'. This follows the company's mandatory $13.3 million excess cash flow repayment. S&P said, "We revised the recovery rating on the facility to '2' from '3', indicating our expectation of substantial (70%-90%; rounded estimate: 70%) recovery for creditors in the event of a payment default. "We also affirmed the 'CCC+' issue-level rating on PrimeSource's $275 million senior unsecured notes due 2023. The recovery rating remains '6', indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery for creditors in the event of a payment default. "Our 'B' corporate credit rating and stable rating outlook on PriSo Acquisition Corp. (PrimeSource Building Products Inc.) are unchanged." ISSUE RATINGS--RECOVERY ANALYSIS S&P said, "Our simulated default scenario contemplates a default in 2021, stemming from a downturn in PrimeSource's core end markets (U.S. residential new construction and repair and remodel spending), heightened competition, and price increases imposed by suppliers that cannot be passed on to customers. These adverse developments hamper margins and cash flow, pressuring the company's ability to meet its financial obligations and prompting the need for a bankruptcy filing or restructuring. "Our reorganization value assumption reflects a 5.5x multiple applied to what we would characterize as a distressed "through-the-cycle" EBITDA level of about $88 million. The 5.5x multiple is in line with multiples used for building products distributors. Additional assumptions in S&P's simulated default scenario include: -- Aggregate borrowings total about $175 million under the $300 million ABL facility, representing usage of about 60% of the commitment amount. -- Scheduled amortization of 1% per year on the term loan through 2021 and a $13 million excess cash flow payment to its term loan in 2018. -- All estimated debt claims include about six months' accrued but unpaid interest outstanding at the point of default. Simulated default assumptions: -- Year of default: 2021 -- EBITDA at emergence: $88 million -- Implied enterprise valuation (EV) multiple: 5.5x -- Gross EV: $486 million Simplified waterfall: -- Net EV (after 5% administrative costs): $462 million -- Estimated priority claims (ABL facility): $175 million -- Available value after priority claims: $287 million -- Estimated first-lien term loan claim: $409 million -- First-lien recovery expectation: 70%-90% (rounded estimate: 70%) -- Available value after first-lien claims: $0 -- Estimated senior unsecured notes claim: $287 million --Senior unsecured recovery expectation: 0%-10% (rounded estimate: 0%) RATINGS LIST PrimeSource Building Products Inc. Corporate Credit Rating B/Stable/-- Ratings Raised; Recovery Ratings Revised To From PrimeSource Building Products Inc. Senior Secured B+ B Recovery Rating 2(70%) 3(55%) Ratings Affirmed PrimeSource Building Products Inc. Senior Unsecured CCC+ Recovery Rating 6(0%) PRINTXPRESS INC: Hires Robert N. Bassel as Counsel -------------------------------------------------- PrintXpress, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Robert N. Bassel, Esq., as counsel to the Debtor. PrintXpress, Inc. requires Robert N. Bassel to assist and represent the Debtor in all matters arising in and under the Chapter 11 case. Robert N. Bassel will be paid at the hourly rate of $300. Robert N. Bassel, received a retainer of $4,217, from which the filing fee of $1,717 was paid and prepetition legal fees of $1,200, leaving a retainer of 1,300. The retainer was paid by Debtor's principal's brother. Robert N. Bassel will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert N. Bassel, 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. Robert N. Bassel can be reached at: Robert N. Bassel, Esq. E-mail: bbassel@gmail.com About PrintXpress PRINTXPRESS, INC., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 18-44196) on March 26, 2018, estimating under $1 million in both assets and liabilities. PROVIDENCE WIRELESS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Providence Wireless, LLC as of April 20, according to a court docket. About Providence Wireless Providence Wireless, LLC, is a radiotelephone communication company located in Alpharetta, Georgia. Providence Wireless sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-11940) on Feb. 21, 2018. At the time of the filing, the Debtor estimated assets and liabilities of $1,000,001 to $10 million. Judge Robert A. Mark presides over the case. The Debtor hired Shraiberg, Landau & Page, P.A. as its bankruptcy counsel, and Rice Pugatch Robinson Storfer & Cohen PLLC and Parker Poe Adams & Bernstein LLP as special counsel. PUMPKINVINE CAFE: Hires E. Foy McNaughton as Attorney ----------------------------------------------------- Pumpkinvine Cafe, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Indiana to employ E. Foy McNaughton, Attorney at Law, as attorney to the Debtor. Pumpkinvine Cafe requires E. Foy McNaughton to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the operation of its business and management of its property; b. prepare on behalf of the Debtor as Debtor-in-Possession necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor as Debtor- in-Possession which may be necessary herein, for the Debtor-in-Possession to employ such professionals. E. Foy McNaughton will be paid at these hourly rates: Attorneys $195 Paralegals $125 E. Foy McNaughton will also be reimbursed for reasonable out-of-pocket expenses incurred. E. Foy McNaughton, 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. E. Foy McNaughton can be reached at: E. Foy McNaughton, Esq. 207 N Wayne Street Fremont, IN 46737 Tel: (260) 527-1134 Fax: (260) 527-1135 E-mail: foy@debt-relief.in Pumpkinvine Cafe, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ind. Case No. 18-10575) on April 6, 2018. QUAYCO LLC: Unsecured Creditors to Get 15% Dividend Under Plan -------------------------------------------------------------- Quayco, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement to accompany its small business plan dated March 30, 2018. The Debtor operates a 301-unit self- storage facility and U Haul truck rental franchise. General unsecured creditors in Class 4 will be paid a maximum of $19,500 over 5 years without interest. If all disputed creditors elect to participate in class 4, the payment to class 4 will be increased to $30,000 All Disputed creditors will be paid their pro-rata share of that fund. Any creditor can opt out of class 5 and participate in class 4. The maximum dividend to this class may not exceed 15%. If a creditor opts out of this class the remaining creditors will be paid a pro- rata distribution of their claims according to the proofs of claims. This provision considers the costs of litigation to dispute the claims. The payment to this class will be determined after the creditors have elected to accept this plan treatment or if they elect to be in class 5. The payment to class 4 will commence on the Plan Effective Date. Any creditor who opts for class 4 treatment will not be subject to counterclaims or other litigation from the debtor. Election of a creditor into class 4 obligates that creditor to waive any other claim against the Debtor and any principal or agent or any affiliate of the Debtor. The Debtor plans to modify the secured claim of Bayview Loan Servicing LLC in an adversary action that has been filed in the Bankruptcy Court. Once this loan is modified, the Debtor plans to continue operation through the income that is generated from the real estate. The real estate will generate all funds necessary for planned payments, capital replacement, repairs, and improvements. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-22377-88.pdf About Quayco LLC Quayco, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-22377) on June 8, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro Valencik. RADNET INC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed its ratings on U.S.-based provider of diagnostic imaging services RadNet Management Inc., including the 'B' corporate credit rating. The outlook remains stable. S&P said, "At the same time, we assigned a 'B' corporate credit rating to parent company RadNet Inc., as it is the consolidated entity at which the company reports its financial results. The outlook is stable. "Our view of RadNet's business risk largely reflects the company's narrow focus in a very fragmented and capital-intensive diagnostic imaging industry, which is extremely competitive due to relatively low barriers to entry. Reimbursement risk from government and commercial payers given ongoing focus on utilization management is another key credit consideration, though the company's leading position in the market allows it to somewhat offset this risk as it continues to scale in key markets on the East and West coasts of the U.S., with some concentration in California. "The outlook on RadNet Management Inc. is stable, reflecting our expectation that the company will generate mid-single-digit revenues, sustain double-digit EBITDA margins, and produce double-digit free operating cash flows through 2019. We believe the company will continue to allocate its cash outlays toward strategic acquisitions to maintain its leading market share in the fragmented, highly competitive diagnostic imaging industry, while driving modest same-center volume growth." RAVENSTAR INVESTMENTS: Court Allows Lawyer to Withdraw as Counsel ----------------------------------------------------------------- In the case captioned BANK OF NEW YORK MELLON, Plaintiff, v. RAVENSTAR INVESTMENTS, LLC et al., Defendants, No. 3:17-cv-00116-RCJ-VPC (D. Nev.), District Judge Robert C. Jones grants James Walsh's motion to withdraw as counsel for Ravenstar. On June 18, 2017, Ravenstar filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Nevada. Thereafter, on August 10, Ravenstar's counsel Walsh filed the motion to withdraw because his client has failed to pay past-due fees and costs in the amount of $3,574.10. After appearing in a case in the District of Nevada, an attorney may only withdraw by leave of the court, and may only obtain such leave after having notified the affected client and opposing counsel of his intent to withdraw. D. Nev. Local R. IA 11-6(b). In general, a withdrawal will not be approved, absent a showing of good cause, if it will result in a delay of discovery, the trial, or any hearing in the case. Here, Mr. Walsh has satisfied Local Rule IA 11-6(b) by submitting a certificate of service demonstrating his motion to withdraw was served on his client and all counsel of record in August 2017. There is also no obstacle to withdrawal under subparagraph (e), as there are no pending motions in this action, no trial date set, and Ravenstar has apparently taken no steps to prosecute its counterclaims in at least nine months. Furthermore, neither Ravenstar nor any other party has opposed the motion to withdraw. Under Local Rule 7-2, this constitutes a consent to granting the motion. Therefore, Mr. Walsh has identified permissible grounds on which to withdraw, and the Court finds no impediment to granting his request. A copy of the Court's Order dated March 29, 2018 is available at https://is.gd/LG9JDY from Leagle.com The Bank Of New York Mellon, formerly known as The Bank of New York, Plaintiff, represented by Darren T. Brenner -- darren.brenner@akerman.com -- Akerman LLP & Natalie L. Winslow -- natalie.winslow@akerman.com -- Akerman LLP. Ravenstar Investments, LLC, Defendant, represented by Kevin A. Darby, Darby Law Practice, LTD. Kern & Associates, Ltd., Defendant, represented by Gayle A. Kern, Kern & Associates, Ltd. & Karen M. Ayarbe, Kern & Associates, Ltd. Highland Ranch Homeowners Association, Defendant, represented by Ryan William Leary -- rleary@laxalt-nomura.com -- Laxalt & Nomura, Ltd. & Holly S. Parker -- hparker@laxalt-nomura.com -- Laxalt & Nomura, Ltd. Ravenstar Investments, LLC, Counter Claimant, represented by Kevin A. Darby, Darby Law Practice, LTD. The Bank Of New York Mellon, Counter Defendant, represented by Darren T. Brenner, Akerman LLP & Natalie L. Winslow, Akerman LLP. About Ravenstar Investments Ravenstar Investments, LLC, owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada. It posted gross revenue from rental income of $38,960 for 2016 and $45,210 for 2015. Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-50751) on June 15, 2017. It disclosed $2.65 million in assets and $2.59 million in liabilities. REMINGTON OUTDOOR: Hires Lazard Freres as Investment Banker ----------------------------------------------------------- Remington Outdoor Company, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Lazard Freres & Co. LLC, as investment banker to the Debtors. Remington Outdoor requires Lazard Freres to: (a) review and analyze the Debtors' business, operations and financial projections; (b) evaluate the Debtors' potential debt capacity in light of its projected cash flows; (c) assist in the determination of a capital structure for the Debtors; (d) assist in the determination of a range of values for the Debtors on a going-concern basis; (e) advise the Debtors on tactics and strategies for negotiating with their Stakeholders; (f) render financial advice to the Debtors and participating in meetings or negotiations with their Stakeholders and/or rating agencies or other appropriate parties in connection with any Restructuring; (g) advise the Debtors on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any Restructuring; (h) advise and assist the Debtors in evaluating any potential Financing transaction by the Debtors, and, subject to Lazard Freres's agreement so to act and, if requested by Lazard Freres, the execution of appropriate agreements, on behalf of the Debtors, contacting potential sources of capital as the Debtors may designate and assisting the Debtors in implementing such Financing; (i) assist the Debtors in preparing documentation within the firm's area of expertise that is required in connection with any Restructuring; (j) attend meetings of the Debtors' Board of Directors with respect to matters on which the firm has been engaged to advise pursuant to the terms of the Engagement Letter; (k) provide testimony, as necessary, with respect to matters on which the firm has been engaged to advise in any proceeding before the Court; (l) assist the Debtors with the implementation of the Restructuring provided for in the Debtors' pre-packaged Plan; and (m) provide the Debtors with other financial restructuring advice. Lazard Freres will be paid as follows: a. A monthly fee of $150,000 (the "Monthly Fee"), payable until the earlier of the completion of the Restructuring or the termination of the firm's engagement. b. A fee equal to $6.5 million, payable upon the consummation of a Restructuring (the "Restructuring Fee"); provided, however, that if a Restructuring is to be completed through a "pre-packaged" or "pre-arranged" plan of reorganization, the Restructuring Fee shall be earned and shall be payable upon the earlier of (A) execution of definitive agreements with respect to such plan and (B) delivery of binding consents to such plan by a sufficient number of creditors and/or bondholders, as the case may be, to bind the creditors or bondholders as the case may be to the plan; provided, further, that in the event that Lazard is paid a Restructuring Fee in connection with a "pre-packaged" or "pre-arranged" plan and a plan of reorganization is not consummated, Lazard shall return such Restructuring Fee to the Debtors (less any Monthly Fees that have accrued). c. In the event Lazard advises the Debtors in connection with a Financing, the Debtors shall pay the firm a fee, payable upon consummation of a Financing, of 1.00% with respect to a debt financing and 3.00% with respect to an equity financing (the "Financing Fee"); provided, however, that for any proposed "debtor-in-possession" Financing, the Financing Fee shall be earned and shall be payable upon the execution of a definitive agreement with respect to the Financing; and, provided, further, that to the extent that Lazard is paid a fee in connection with a proposed "debtor- in-possession" Financing and the Bankruptcy Court does not provide any required approval with respect thereto, the firm shall return such fee to the Debtors (less any Monthly Fees that have accrued). One-half of any Financing Fee(s) paid (and not returned pursuant to the preceding sentence) shall be credited (without duplication) against any Restructuring Fee subsequently payable. d. Reimbursement for reasonable expenses incurred by the firm, including, costs of travel and lodging, data processing and communications charges, courier services, and other expenditures, and the reasonable fees and expenses of counsel, if any, retained by Lazard. Ari Lefkovits, managing director of Lazard Freres & Co. 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 Debtors and their estates. Lazard Freres can be reached at: Ari Lefkovits LAZARD FRERES & CO. LLC 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 632-6000 About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. The company is controlled by Cerberus Capital Management. Remington's affiliated companies are FGI Holding Company, LLC; and FGI Operating Company, LLC; Remington Arms Company, LLC; Barnes Bullets, LLC; TMRI, Inc.; RA Brands, L.L.C.; and Remington Arms Distribution Company, LLC. As of Oct. 1, 2017, Remington listed $954.3 million in total assets against $1.306 billion in total liabilities and $351.9 million in stockholders' deficit. On March 25, 2018, Remington Outdoor Company, Inc. and 12 affiliated debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-10684) to seek confirmation of a prepackaged plan of reorganization. The Debtors continue to operate their businesses as debtors and debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No party has requested the appointment of a trustee or examiner and no committee has been appointed or designated in these Chapter 11 Cases. The Debtors' request for joint administration of these Chapter 11 Cases for procedural purposes only is currently pending. Milbank, Tweed, Hadley & McCloy LLP and Pachulski Stang Ziehl & Jones LLP are serving as bankruptcy counsel to the Debtors. Lowenstein Sandler is serving as co-counsel; Genovese Joblove & Battista, P.A., is special counsel; Alvarez & Marsal North America, LLC, is financial advisor; and Prime Clerk LLC is the claims and noticing agent and administrative advisor. Counsel to the Ad Hoc Group of Term Loan Lenders are O'Melveny & Myers, led by Andrew Parlen and Joseph Zujkowksi, and Richards, Layton & Finger LLP. Counsel to the ABL Agent and ABL Lenders is Skadden, Arps, Slate, Meagher & Flom LLP, led by Paul Leake, Shana Elberg, and Jason Liberi. Counsel to the Third Lien Notes Indenture Trustee, is Dorsey & Whitney LLP, led by Adam F. Jachimowski. Counsel to the Ad Hoc Group of Third Lien Noteholders are Willkie Farr & Gallagher LLP, led by Rachel C. Strickland and Joseph G. Minias; and Young Conaway Stargatt & Taylor, LLP, led by Edmon Morton. Counsel to Ankura Trust Company, as the successor administrative agent under the Term Loan Agreement, are Davis Polk & Wardell LLP, led by Damian S. Schaible; and Richards, Layton & Finger LLP, led by Mark Collins. RICARDO C. GONZALEZ: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Ricardo C. Gonzalez, D.M.D., P.A. as of April 20, according to a court docket. About Ricardo C. Gonzalez Ricardo C. Gonzalez, D.M.D., P.A., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12132) on Feb. 25, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge A. Jay Cristol presides over the case. Peter Spindel, Esq., PA is the Debtor's legal counsel. RICK'S PATIO: Hires Rosenstein & Associates as Counsel ------------------------------------------------------ Rick's Patio, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Firm of Rosenstein & Associates, as counsel to the Debtor. Rick's Patio requires Rosenstein & Associates to: a. examine claims of creditors in order to determine their validity; b. provide legal advice and counsel to the Debtor, which may arise in connection with the Bankruptcy Estate; c. defend any actions brought for relief from the automatic stay; d. determine special treatment and payment of pre-petition obligations; e. comply with the U.S. Trustee's reporting requirements; f. draft a Plan of Reorganizatino and Disclosure Statement; g. object to claims as may be appropriate; h. act on behalf of the Debtor in any and all bankruptcy law matters which may arise in the course of the Bankruptcy Case; and i. defend or prosecute any matters related to litigation before the Bankruptcy Code or any other court of appropriate jurisdiction. Rosenstein & Associates will be paid at these hourly rates: Attorneys $325 to $350 Paralegals $165 Rosenstein & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert B. Rosenstein, principal of the Law Firm of Rosenstein & Associates, 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. Rosenstein & Associates can be reached at: Robert B. Rosenstein, Esq. LAW FIRM OF ROSENSTEIN & ASSOCIATES 28600 Mercedes Street, Suite 100 Temecula, CA 92590 Tel: (951) 296-3888 Fax: (951) 296-3889 About Rick's Patio Ricks Patio, Inc. -- https://www.spamax.com/ -- is a spa and hot tub dealer in Corona, California. The Company previously sought bankruptcy protection on Aug. 25, 2017 (Bankr. C.D. Cal. Case No. 17-17137). Rick's Patio again filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11806) on March 7, 2018. In the petition signed by Richard Joseph Colosimo, vice president, the Debtor disclosed $792,677 in assets and $2.61 million in liabilities. The Hon. Mark D. Houle presides over the case. Robert B. Rosenstein, Esq., at the Law Firm of Rosenstein & Associates, serves as bankruptcy counsel. ROBERT SPENLINHAUER: Ct. Vacates Order Dismissing Chapter 11 Case ----------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts entered an order granting the Chapter 11 Trustee's motion to reconsider and vacating the Court's order dismissing Debtor Robert J. Spenlinhauer's Chapter 11 case. The motions for stay pending appeal are moot, as is the request of the United States for an order of distribution under 11 U.S.C. section 349(b). On March 9, 2018, the Court dismissed the Debtor's Chapter 11 case, citing the absence of responses or requests for relief from Chapter 11 Trustee, the U.S. trustee, the Massachusetts Department of Revenue, or any other creditor or party in interest, as well as the entire record of proceedings in this Chapter 11 case. In addition, the Court canceled the hearing scheduled for March 12, 2018 on the order to show cause. The Court's dismissal order prompted the filing of an appeal by the Chapter 11 Trustee as well as numerous motions, including the Trustee's Motion for Reconsideration and Motion for Stay Pending Appeal. The Trustee seeks reconsideration or an order vacating the Court's March 9, 2018 order canceling the March 12, 2018 hearing on the March 7, 2018 order to show cause and dismissing the Chapter 11 case. She asserts that the Court dismissed the case "without an opportunity for estate officers or creditors to be heard on the proper remedy for the Debtor's contempt of this Court." Specifically, the Trustee states that she "seeks reconsideration of the Dismissal, and either restoration of the Chapter case 11 under her supervision as Trustee or a new hearing on the Order to Show Cause regarding relief under Bankruptcy Code section 1112(b) at which she would demonstrate that conversion, rather than dismissal, is in the best interest of creditors and the estate." The Trustee relies upon Fed. R. Civ. P. 59 and 60, made applicable by Fed. R. Bankr. P. 9023 and 9024. At the hearing conducted on March 26, 2018, the Trustee referenced excusable neglect under Rule 60(b)(1) for her failure to file a response to the Court’s order to show cause. The Court concludes that the Trustee has demonstrated excusable neglect under Fed. R. Bankr. P. 9024 and Fed R. Civ. P. 60(b)(1). Consistent with the observation of the Court in Mitchell, the Trustee provides a satisfactory explanation for failing to respond to the Court's order to show cause. The Trustee, as an officer of the Court, represented that she intended to appear at the March 12, 2018 hearing, which the Court canceled when it enforced its order to show cause and dismissed the case. The Court observes that the language it employed did not mandate that the Trustee file a response to the order to show cause. In view of the Trustee's own motion to convert the Debtor's case to a case under Chapter 7 as well as her consistent support for the motion to convert filed by the United States, the Court concludes that the Trustee's neglect in failing to oppose dismissal was excusable, particularly where the deadline for filing a response was short and compliance with the Court's order to show cause was not directed to the Trustee and did not mandate a response. In addition, the Court finds that the Trustee presented evidence that dismissal would not be in the best interests of creditors, by emphasizing the potential avoidance power recoveries to which the liens of the United States and the MDOR, by agreement, will not attach. A full-text copy of the Court's Memorandum dated April 5, 2018 is available at: http://bankrupt.com/misc/mab13-17191-1405.pdf About Robert J. Spenlinhauer Robert J. Spenlinhauer sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mass. Case No. 13-17191) on Dec. 16, 2013. The Debtor is represented by Gary W. Cruickshank, Esq., who has an office in Boston, Massachusetts. ROGER STADTMUELLER: Can Use Up to $15K to Repair Property for Sale ------------------------------------------------------------------ Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington authorized Roger Andrew Stadtmueller to use up to $15,000 in estate assets outside the ordinary course of business to improve the real property for sale located on Strong Road, Spokane, Washington. As part of the process to sell the real property located on Strong Road, the Debtor's real estate agent believes it necessary to make certain minor repairs to the real property so that it can be sold for maximum value and in an expedited way. The realtor believes there is approximately $10,000 to $15,000 of repairs needed. The Debtor and his realtor have identified repairs that are only absolutely necessary and recommended so that it can go onto the market in early April. Roger Andrew Stadtmueller sought Chapter 11 protection (Bankr. E.D. Wash. Case No. 17-03545) on Dec. 8, 2017. The Debtor tapped Timothy R. Fischer, Esq., at Winston & Cashatt, as counsel. ROHRIG INVESTMENTS: Court Narrows Claims in Suit vs Knuckle, et al. ------------------------------------------------------------------- Plaintiff filed the adversary proceeding captioned ROHRIG INVESTMENTS, LP, Plaintiff, v. KNUCKLE PARTNERSHIP, LLLP, 3110 ROSWELL ROAD, LLC, 3116-3136 ROSWELL ROAD LLC, and ROBERT C. LOUDERMILK, JR., Defendants, Adversary Proceeding No. 16-5151-BEM (Bankr. N.D. Ga.) on July 6, 2016 seeking specific performance or, alternatively, damages for breach of contract (the "Original Complaint"). Defendants filed motions to dismiss the Original Complaint. The Court granted the motions to dismiss with leave for Plaintiff to make limited amendments to the Complaint. Plaintiff filed a motion to reconsider the order granting the motions to dismiss and filed an amended complaint Defendants filed motions to dismiss the Amended Complaint. Bankruptcy Judge Barbara Ellis-Monro partly grants the Plaintiff's motion to reconsider and partly grants the Defendants' second motions to dismiss. Plaintiff's Original Complaint contained two counts--one for specific performance and one for breach of contract. In summary, the Original Complaint alleged as follows: 3116 owns real property in the Buckhead District of Atlanta, which it agreed to sell for more than $10 million. The deal was temporarily halted when Plaintiff filed in the county real property records a document asserting an interest in parking rights in the property. Thereafter, 3116 filed an adversary proceeding against Plaintiff and George Rohrig to remove the affidavit from the public record. The parties settled the matter, along with other disputes, under terms set forth in a settlement agreement. The Settlement Agreement required the Loudermilk Parties to obtain from 3110 and convey to Plaintiff a deed to the 8 at 8 office building (the "8 at 8 Property"), an extension of the property lines for the 8 at 8 Property, and an easement for a pedestrian walkway (the "Breezeway,"). Plaintiff complied with all its obligations under the Settlement Agreement, but Defendants failed to convey the entirety of the 8 at 8 Properties. The dispute primarily centers on the language "to the extent it is legally possible, the Loudermilk Parties will obtain . . . and convey . . . an extension of the property lines for the 8 at 8 Property westward to Early Street. . . ." The Court granted Defendants' motions to dismiss the Original Complaint in their entirety. The Amended Complaint includes counts for specific performance against all Defendants; breach of contract against all Defendants; breach of contract against the Loudermilk Parties; quantum meriut and unjust enrichment against 3110; and reformation of the Settlement Agreement. Plaintiff contends that Robin Loudermilk, Greg Howard, 3116, The Loudermilk Companies, and all of their attorneys had actual or apparent authority to bind 3110 and Charlie Loudermilk to the terms of the Agreement. Plaintiff further contends that 3110 ratified the Settlement Agreement in providing to Plaintiff the unsigned Draft Deed that conveyed the 8 at 8 Property, the Breezeway easement, and all the Disputed Property, albeit subject to a no-build easement. Plaintiff further contends 3110 ratified the Settlement Agreement by providing an executed deed in March 2015 conveying the 8 at 8 Property and a portion of the Disputed Property. Even though the executed deed did not convey all the property sought by Plaintiff, Plaintiff contends 3110 acknowledged and acted in accordance with 3110's interpretation of the Agreement; thus it performed like one who believes it has obligations under the Agreement. After a thorough analysis, the Court finds that the Plaintiff has not alleged sufficient facts to show 3110 is bound to the Settlement Agreement through principles of agency or any other theory. Plaintiff also has failed to allege facts to show 3110 has any obligations under the Agreement or that it made any promises subject to estoppel. In addition, Plaintiff has failed to allege 3110 received a valuable benefit from Plaintiff for which Plaintiff should be compensated. Accordingly, the Court grants 3110's Second Motion to Dismiss and dismisses all claims against 3110. With respect to the Loudermilk Parties, because they do not own the 8 at 8 Properties, Plaintiff has failed to state a claim for specific performance against them. Plaintiff may be entitled to damages for breach of contract, to the extent the Loudermilk Parties failed to satisfy all their obligations as to the 8 at 8 Property and the Breezeway easement. However, Plaintiff has failed to state a claim for breach of contract or promissory estoppel as to the Disputed Property because the Loudermilk Parties discharged their obligations under the contract and because the property description is insufficient for enforcement. Therefore, the Court grants the Loudermilk Parties' Second Motion to Dismiss as to the claims for specific performance, promissory estoppel, and breach of contract as to the Disputed Property. The Court denies the Second Motions to Dismiss as to the claims against the Loudermilk Parties for breach of contract as to the 8 at 8 Property and the Breezeway easement. In addition, the Court grants Plaintiff's Motion to Reconsider with respect to the sufficiency of the property description for the 8 at 8 Property (itself as opposed to any extension thereof) and the Breezeway easement, and denies the Motion to Reconsider in all other respects. Finally, Plaintiff has failed to allege sufficient facts to show a mutual mistake as the Settlement Agreement and the Court grants the Second Motions to Dismiss as to Plaintiff's claim for reformation of the contract. The bankruptcy case is in re: ROHRIG INVESTMENTS, LP, Chapter 11, Debtor, Case No. 13-53483-BEM (Bankr. N.D. Ga.). A full-text copy of the Court's Order dated March 30, 2018 is available at https://is.gd/Zlg3Vt from Leagle.com. Rohrig Investments, LP, Plaintiff, represented by David L. Bury, Jr. -- dbury@stoneandbaxter.com -- Stone & Baxter, LLP, Thomas T. McClendon -- tmcclendon@stoneandbaxter.com -- Stone and Baxter, LLP & Ward Stone, Jr. -- wstone@stoneandbaxter.com -- Stone & Baxter LLP. Knuckle Partnership, LLLP, 3116-3136 Roswell Road LLC & Robert C. Loudermilk, Jr., Defendants, represented by Sean A. Gordon -- gordonsa@gtlaw.com -- Greenberg Traurig, LLP & Michael J. King -- kingm@gtlaw.com -- Greenberg Traurig, LLP. 3110 Roswell Road, LLC, Defendant, represented by George M. Geeslin. About 431 W. Ponce De Leon Based in Atlanta, Georgia 431 W. Ponce De Leon, LLC and affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 13-53479-85) on Feb. 19, 2013. Each Debtor listed their estimated assets at $1,000,001 to $10,000,000 and estimated liabilities at $1,000,001 to $10,000,000. The petitions were signed by George W. Rohrig, managing member. SHENGDATECH INC: Court Dismisses MIT, JL Claims vs KPMG-HK ---------------------------------------------------------- Plaintiffs Miller Investment Trust and Jura Limited in the case captioned MILLER INVESTMENT TRUST and JURALIMITED, Plaintiffs, v. MORGAN STANLEY & CO., LLC and KPMGHONGKONG, Defendants, Civil Action No. 11-12126-DPW (D. Mass.) seek to recover investment losses from purchases of $8.7 million of bonds offered by ShengdaTech, Inc. made between December 2010 and February 2011. In March 2011, it was reported that Shengda had vastly overstated its revenues. Shortly thereafter, Shengda defaulted and declared bankruptcy. In December 2011, Miller brought the action alleging securities fraud against Defendants Morgan Stanley, which underwrote the offering, and KPMG Hong Kong, Shengda's auditor. The Plaintiffs allege that Morgan Stanley and KPMG-HK knew or should have known about misrepresentations of material fact made in the offering documents provided to the Plaintiffs on which Plaintiffs relied in deciding to purchase the Shengda bonds. Following several iterations of the complaint, after each of which KPMG-HK has moved to dismiss, KPMG-HK filed a new motion for dismissal of the two counts against it set forth in the Third Amended Complaint: negligent misrepresentation under state common law and violation of section 18 of the Securities Exchange Act of 1934, 15 U.S.C. section 78r. After a thorough analysis, District Judge Douglas P. Woodstock grants the motion to dismiss for failure to state a claim. The Court finds that although Miller has made "specific allegations about the steps an auditor took, the way in which it planned its audit, and the procedures it employed,” it has not demonstrated that these steps and procedures were non-compliant with the Public Company Accounting Oversight Board ("PCAOB") standards requiring investigation of a potential illegal act, disclosure of a prior material misstatement, skepticism of representations by management, and disclosure of related-party transactions. In addition, although the auditing standards call for "a heightened degree of professional skepticism" in certain circumstances, such as when confirming "significant, unusual year-end transactions that have a material effect on the financial statements," Miller does not identify the timing of the confirmation process in relation to the SSCM discussions or any other allegedly fraudulent conduct at Shengda -- including allegedly "vastly overstated" transactions -- that could have formed a basis for such heightened skepticism. As a result, Miller does not allege that KPMG-HK determined that it needed to conduct additional verification procedures in its confirmation process. "[B]are allegations that fraud discovered years later speaks for itself" are insufficient. These allegations are inadequate to render KPMG-HK's statement of compliance with the PCAOB standards false or misleading. The vast majority of Miller's allegations of red flags also fail for the simple reason that "an unseen red flag cannot be heeded." The PCAOB standards explicitly contemplate that "a properly planned and performed audit may not detect a material misstatement resulting from fraud," and offer auditors direction in the reasonable steps they can take to attempt to detect such issues. Miller's allegations fail to demonstrate with specificity how KPMG-HK's missing these red flags at the time and under the circumstances violated the PCAOB standards. For these reasons, the Court grants Defendant KPMG-HK's motion to dismiss. A full-text copy of the Court's Memorandum and Order dated March 30, 3018 is available at https://is.gd/b6x7gI from Leagle.com. Miller Investment Trust, Plaintiff, represented by Laurence Rosen -- lrosen@rosenlegal.com -- The Rosen Law Firm, pro hac vice, Adam M. Stewart -- astewart@shulaw.com -- Shapiro Haber & Urmy LLP & Thomas G. Shapiro -- tshapiro@shulaw.com --Shapiro Haber & Urmy LLP. Jura Limited, Plaintiff, represented by Laurence Rosen, The Rosen Law Firm. Morgan Stanley & Co. Incorporated, Now known as, Defendant, represented by John P. Bueker -- John.Bueker@ropesgray.com -- Ropes & Gray & Randall W. Bodner -- Randall.Bodner@ropesgray.com -- Ropes & Gray LLP. KPMG, a Hong Kong partnership, Defendant, represented by Jared A. Craft, Bingham McCutchen LLP & Jeff Goldman -- jeff.goldman@morganlewis.com -- Morgan, Lewis & Bockius LLP. About ShengdaTech Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano precipitated calcium carbonate for the tire industry. ShengdaTech converts limestone into nano-precipitated calcium carbonate (NPCC) using its proprietary and patent-protected technology. NPCC products are increasingly used in tires, paper, paints, building materials, and other chemical products. In addition to its broad customer base in China, the Company currently exports to Singapore, Thailand, South Korea, Malaysia, India, Latvia and Italy. ShengdaTech sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno, Nevada, in the United States. The Shanghai-China based company said in its bankruptcy filing it would fire all of its officers and restructure to try to recover from an accounting scandal. The Company disclosed US$295.4 million in assets and US$180.9 million in debt as of Sept. 30, 2011. The Company's legal representative in its Chapter 11 case is Greenberg Traurig, LLP. On Aug. 23, 2011, the Court entered an interim order confirming the Board of Directors Special Committee's appointment of Michael Kang as the Debtor's chief restructuring officer. Alvarez & Marsal North America, LLC, is the Company's chief restructuring officer. As reported in by the Troubled Company Reporter on Sept. 7, 2011, the United States Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in its role as indenture trustee for bondholders), and Zazove Associates, LLC, to serve on the Official Committee of Unsecured Creditors of ShengdaTech, Inc. Hogan Lovells US serves as counsel for ShengdaTech's official committee of unsecured creditors. The Plan provides for the wind-down of the Debtor's affairs and the Distribution of the Debtor's remaining assets to Creditors. SIGEL'S BEVERAGES: Sale of All Assets to Twin Liquors Approved -------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized Sigel's Beverages, L.P.'s Asset Purchase Agreement with Twin Liquors, LP in connection with the sale of substantially all assets for an aggregate purchase price equal to: (a) 80% of the Seller's purchase cost of the inventory of the Seller on the Closing Date; plus (b) the face value of the trade accounts receivables of the Seller outstanding on the Closing Date that are less than 30 days old; plus (c) the Purchased Real Property Purchase Price attributable to the Purchased Real Property, in each case subject to adjustment. The Sale Hearing was held on April 6, 2018. The sale is free and clear of all Liens, Claims, and interests of any kind or nature whatsoever (with the sole exception of the Permitted Liens and the Assumed Liabilities). Pursuant to sections 105(a), 363 and 365 of the Bankruptcy Code, and subject to and conditioned upon the Closing, the Debtor's assumption and assignment to the Buyer of the Assumed Contracts is approved in its entirety, and all requirements of sections 363 and 365 of the Bankruptcy Code with respect thereto are deemed satisfied. Should the Buyer decide to have Debtor assume and assign to the Buyer the Debtor's Leases with Ally Financial, Inc., such assignment will be conditioned upon the Buyer completing all proper credit and regulatory approval required by Ally at Ally's sole discretion. Should the Buyer fail to procure approval as required by Ally and stated prior to the Closing Date, then the Ally Leases will be deemed rejected as of the Closing Date and Ally will have the right to immediately recover its property covered by the Ally Leases. The automatic stay provisions of section 362 of the Bankruptcy Code are lifted and modified to the extent necessary to implement the terms and conditions of the Asset Purchase Agreement and the provisions of the Order. The Debtor will pay Dallas County's and Rockwall CAD's prepetition claims for ad valorem property taxes with interest that has accrued from the Petition Date through the date of payment at the statutory rate of 1% per month pursuant to 11 U.S.C. Sections 506(b) and 511, at Closing. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Debtor and the Buyer are free to close the Sale and the Transactions under the Asset Purchase Agreement at any time pursuant to the terms thereof. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Sigels_Beverages_392_Order.pdf About Sigel's Beverage Sigel's Beverage, L.P., is a 111-year-old distributor and wholesaler of fine wines and spirits. It is one of the largest local distributors of alcohol in the Dallas Fort Worth Metroplex. In addition to its wholesale division, it also operates 10 retail store locations in the Metroplex. Sigel's Beverage, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-34118) on Oct. 20, 2016. In the petition signed by Anthony J. Bandiera, CEO of Milan General Investments, Inc., general partner of the Debtor, the Debtor estimated $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Judge Barbara J. Houser presides over the Debtor's case. Pronske, Goolsby & Kathman, P.C., serves as counsel to the Debtor, with the engagement, led Gerrit M. Pronske, Esq., and Jason P. Kathman, Esq. Bridgepoint Consulting, LLC, is the Debtor's financial and restructuring advisor. Candy & Schonwald, PLLC, serves as tax service provider. * * * On Dec. 31, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. SMF ENERGY: Trustee Hires Ehrenstein Sager as Special Counsel ------------------------------------------------------------- Soneet R. Kapila, the Liquidating Trustee of SMF Energy Corporation, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Firm of Ehrenstein Sager, as special counsel to the Liquidating Trustee. On June 10, 2013, the Court entered an Order Granting Liquidating Trustee's Application to Employ Robert Paul Charbonneau, Esq. and the Law Firm of Ehrenstein Charbonneau Calderin as Special Litigation Counsel. On or about Feb. 1, 2018, the law firm of Ehrenstein Charbonneau disbanded, with Jacqueline Calderin, Robert P. Charbonneau and Christopher B. Spuches forming the law firm of Agentis PLLC. In addition, Michael Ehrenstein and Brett Sager formed the law firm of Ehrenstein Sager. As a result of the above, from and after Feb. 1, 2018, the law firm of Ehrenstein Charbonneau was unable to continue providing legal services to the Liquidating Trustee. The scope of Ehrenstein Sager's work is expected to be limited pending the outcome of the Liquidating Trustee's appeal to the Eleventh Circuit Court of Appeals of the adverse judgments entered in the DGS Litigation. The Liquidating Trustee requires Ehrenstein Sager to: (a) represent the Liquidating Trustee in connection with the efforts of the Defendants, Davis Graham & Stubbs, LLP and S. Lee Terry, Jr. in seeking fees and costs in the DGS Litigation; (b) assist the Liquidating Trustee and his other counsel as needed in connection with the pending appeal to the Eleventh Circuit; and (c) represent the Liquidating Trustee in the furtherance of the DGS Litigation if and when the Liquidating Trustee succeeds in such appeal. Ehrenstein Sager will be paid at these hourly rates: Attorneys $350 to $600 Paralegals $150 Ehrenstein Sager will also be paid a contingency fee of 20% of all gross recoveries actually received by the Liquidating Trustee. The maximum total fee to be paid to Ehrenstein Sager shall not exceed an amount equal to 33% of the recoveries on each of the litigation claims. Ehrenstein Sager will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Ehrenstein, a partner at the Law Firm of Ehrenstein Sager, 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. Ehrenstein Sager can be reached at: Michael D. Ehrenstein, Esq. LAW FIRM OF EHRENSTEIN SAGER 2222 Ponce De Leon Blvd., 3rd Floor Coral Gables, FL 33134 Tel: (305) 503-5930 About SMF Energy Corporation SMF Energy Corporation, a provider of fuel and lubricants for the trucking, manufacturing and construction industries, and three of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Lead Case No. 12-19084) on April 15, 2012. The affiliates are SMF Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty, Inc. SMF sought bankruptcy protection after Wells Fargo Bank, N.A., shut off access to a revolving credit loan and declared a default. The bank is owed $11.2 million, including $8 million on a revolving credit secured by all assets. SMF Energy disclosed $16,387,456 in assets and $31,160,009 in liabilities as of the Chapter 11 filing. The Fort Lauderdale, Florida-based Company, which did business Streicher Mobile Fueling and SMF Generator Fueling Services, disclosed $37.0 million in assets and $25.17 million in liabilities as of Dec. 31, 2011. On March 22, 2012, the Company appointed Soneet Kapila of Kapila & Company, Ft. Lauderdale, Florida, as its chief restructuring officer. Judge Raymond B. Ray oversees the case. Lawyers at Genovese Joblove & Battista, P.A., served as the Debtors' counsel. Trustee Services Inc. served as claims agent. Bayshore Partners, LLC, served as their investment banker. The petition was signed by Soneet R. Kapila, the CRO. The Debtors tapped Harry Stampler and Stampler Auctions for the sale and liquidation of the assets of the Debtors located at 200 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida through an auction sale scheduled for July 19, 2012, at the Property. Steven R. Turner, the Assistant U.S. Trustee 21, appointed three members to the Official Committee of Unsecured Creditors. Robert Paul Charbonneau and the law firm of Ehrenstein Charbonneau Calderin represented the committee. SNOWTRACKS COMMERCIAL: Taps Eustice Laffey as New Legal Counsel --------------------------------------------------------------- SnowTracks Commercial Winter Management, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Eustice, Laffey, Sebranek & Auby, S.C. as its new legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; and provide other legal services related to its Chapter 11 case. Eustice will replace Sweet DeMarb LLC whose employment was terminated in December 2017. The firm will charge these hourly rates: Kimberly Sebranek $310 Eric Ristau $280 Olivia Mote $200 Non-Attorney Paraprofessionals $80 to $120 Kimberly Sebranek, Esq., a shareholder of Eustice, disclosed in a court filing that she and her firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kimberly P. Sebranek, Esq. EUSTICE, LAFFEY, SEBRANEK & AUBY, S.C. 100 Wilburn Road, Suite 202 Sun Prairie, WI 53590 About Snowtracks Commercial Winter Snowtracks Commercial Winter Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 17-10755) on March 10, 2017. Michael P. Bronsteatter, manager, signed the petition. The Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. William V. Altenberger is the case judge. Sweet DeMarb LLC was originally the Debtor's counsel. Sweet DeMarb LLC retired its operation as of Dec. 31, 2017, and DeMarb Brophy LLC was tapped as the new counsel. Rebecca R. DeMarb, who was a partner at Sweet DeMarb, is a partner at DeMarb Brophy. STARSHINE ACADEMY: DOJ Watchdog Seeks Appointment of Trustee ------------------------------------------------------------ The U.S. Trustee for the District of Arizona, in accordance with its administrative duties, asks the U.S. Bankruptcy Court for the District of Arizona for the immediate appointment of a Chapter 11 Trustee in the bankruptcy case Starshine Academy, or in the alternative, to convert this case to Chapter 7. Since the Petition Date (February 26, 2016), Starshine has been operating as a Debtor-in-Possession. The U.S. Trustee notes that Starshine filed a series of late Monthly Operating Reports toward the end of 2016, and then in 2017, Starshine ceased filing its MORs altogether. Based in part upon these deficiencies, in November of 2017, the U.S. Trustee filed a Motion to Convert or Dismiss the case, which compelled the Debtor to file all of its late MORs and bring them current in January of 2018. However, when reviewing all of the recently filed MORs, the U.S. Trustee noticed several expenses that appeared to be inappropriate as they bore no relationship to the operation of a school. The U.S. Trustee conveyed questions and concerns about these expenses to the staff of the Arizona State Board for Charter Schools. The ASBCS staff, which was already in the process of meeting with Starshine regarding other compliance issues, expanded the scope of its investigation to include the questionable expenses. Starshine Academy is a Kindergarten through 12th grade public charter school owned and operated by Patricia McCarty. The U.S. Trustee contends that Starshine's precarious financial situation, declining enrollment, poor academic performance, and failure to timely file a plan and disclosure statement, strongly suggested that its chances for a successful reorganization were slim. However, all parties wanted to maintain continuity for the students of Starshine in order to prevent upheaval in the middle of the academic year. In this regard, even though the Debtor had already obtained multiple extensions of its plan deadline, and even though the Debtor had become seriously delinquent on its U.S. Trustee fees and monthly reports, instead of pushing to convert or dismiss the case, the U.S. Trustee stipulated with the Debtor for a repayment schedule and one final extension of the plan and disclosure statement deadline up through June 30, 2018. Despite these efforts, the U.S. Trustee has recently learned that instead of using this time in bankruptcy as an opportunity to address the school's shortcomings and implement a cohesive plan to restructure its debt, Patricia McCarty, in a gross abuse of her authority as the owner of Starshine, has been using Starshine funds to pay for travel and other personal expenses that have nothing to do with the operation of the school. Particularly, the U.S. Trustee tells the Court that while Starshine was operating under the protection of the Bankruptcy Court, it appears that Ms. McCarty was using Starshine funds to pay for two Hawaiian vacations, one European vacation, and numerous other trips around the country. She has used these estate funds and taxpayer dollars to pay for her personal gym membership, her private home electricity bills, sessions with "spiritual healers" and self-proclaimed "Master Clairvoyants," and many other personal expenses that were wholly unrelated to the operation of the school. Furthermore, while Ms. McCarty was engaging in this misappropriation of school funds, Starshine was accruing sizeable unpaid post-petition liabilities. The U.S. Trustee points out to Starshine's monthly operating report for January of 2018 (the last report on file), which provides that the Debtor owes $208,302.62 in post-petition liabilities. Included in this amount is approximately $74,000 owed to the Arizona State Retirement System for Starshine's failure to remit employee withholding and school contributions for the teachers' retirement plan. Accordingly, in order to stem the tide of estate assets being squandered for Ms. McCarty's personal use, to prevent the further mismanagement of state taxpayer dollars that are provided to Starshine to operate its charter school, to assess and pursue potential fraudulent transfer and other causes of action against Ms. McCarty, and to enable a smooth transition for students for the balance of this academic year, the U.S. Trustee requests the Court to immediately appoint a Chapter 11 trustee. United States Trustee is represented by: Renee Sandler Shamblin, Esq. Trial Attorney 230 N. First Ave., Suite 204 Phoenix, Arizona 85003-1706 Phone: (602) 682-2616 Email: Renee.s.Shamblin@usdoj.gov About Starshine Academy Starshine Academy, d/b/a Starshine Academy Schools, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-01803) on Feb. 26, 2016. In the petition signed by Patricia A. McCarty, the president, the Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Judge Scott H. Gan is assigned to the case. Carmichael & Powell, P.C., is the Debtor's counsel. Dina L. Anderson has been appointed as the Chapter 11 trustee. The Trustee tapped her own firm Gutilla Murphy Anderson as counsel. The Trustee is an "Of Counsel" at the firm. STILLWATER ASSET: Partial Dismissal of SLL Clawback Suit Affirmed ----------------------------------------------------------------- Appellant Stillwater Liquidating LLC in the case captioned STILLWATER LIQUIDATING LLC, Plaintiff-Appellant, v. NET FIVE PALM POINTE, LLC; NET FIVE HOLDINGS LLC; PLANET FIVE DEVELOPMENT GROUP LLC; NET FIVE SOUTH BEACH LLC; NET FIVE AT KINGS HOTEL LLC; NET FIVE AT HALLANDATE LLC; BOGGY CREEK VILLAS, LLC; NET FIVE EAST LYME, LLC; NET FIVE-FDA AT ISLAMORADA, LLC; 1888 BOGGY CREEK ROAD, LLC; PLANET FIVE AT GEROVA LLC; PAUL ROHAN; ERIC HALTER; PARADIGM CREDIT CORPORATION; SAUNDERS CAPITAL LLC; CALHOUN COMMERCIAL CONSTRUCTION LLC; JUDGE STREET REALTY LLC; SFN DEKALB HOLDINGS LLC; MEMPHIS BLUES ACQUISITION GROUP, LLC; SHREEJI HOSPITALITY OF CHARLOTTE, LLC; REDROCK KINGS, LLC; JOHN R. AND YVETTE DANIEL III; STEPHEN J. AND VICKI MCDONALD; CL RP STONECREST LLC; 335 WASHINGTON AVENUE-MIAMI BEACH LLC; 347 WASHINGTON AVENUE-MIAMI BEACH LLC; AND ALMA BANK., Defendants-Appellees, GEROVA FINANCIAL GROUP LTD., Nominal Defendant, No. 16 Civ. 8883 (ER) (S.D.N.Y.) appeals from an Oct. 26, 2016 Order, and an Oct. 26, 2016 Judgment by Bankruptcy Judge Michael E. Wiles for the Southern District of New York. The bankruptcy court granted in part various motions to dismiss Stillwater Liquidating's First Amended Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6), which is applicable to bankruptcy courts through Federal Rule of Bankruptcy Procedure 7012(b). District Judge Edgardo Ramos affirms the bankruptcy court's decision and dismisses the appeal. The appeal arises from an adversary proceeding brought by Stillwater Liquidating in connection with the bankruptcy of debtor Stillwater Asset Backed Offshore Fund Ltd. (the "Debtor Fund"). Stillwater Liquidating--an entity created pursuant to a settlement agreement in the underlying bankruptcy proceeding to pursue certain claims--seeks recovery on behalf of the creditors of the Debtor Fund and eleven other "related" funds that were not debtors in the underlying bankruptcy proceedings. Stillwater Liquidating alleges that the Stillwater Funds were defrauded when their assets were transferred to Gerova Financial Group, Ltd. and Gerova AB Holdings, Ltd. --nearly three years before the Debtor Fund filed its bankruptcy petition--and were then either subsequently transferred to various individual purchasers and entities or used to obtain loans. Specifically, Stillwater Liquidating asserted 16 causes of action. * Counts I-IV are fraudulent transfer claims under 11 U.S.C. § 544(b) and the New York Debtor and Creditor Law (NYDCL) §§ 273-276, 278-79 against Gerova Financial, Net Five, and Net Five's SPEs; * Count V seeks recovery of subsequent transfers under 11 U.S.C. § 544(b) and the NYDCL §§ 278, 279 against Net Five Holdings and its SPEs, the Purchaser Defendants, and Hard Money Lenders; * Count VI is conversion against Gerova Financial, Net Five Holdings and its SPEs, Rohan, and Halter; * Count VII is conspiracy to defraud against Gerova Financial, Net Five Holdings and its SPEs, Rohan, and Halter; * Count VIII is a conspiracy to defraud and convert property against Net Five Holdings and its SPEs, Rohan, Halter, and Hard Money Lenders; * Count IX is aiding and abetting conversion against Hard Money Lenders; * Count X is breach of fiduciary duties against Net Five Holdings and its SPEs, Planet Five, Rohan, and Halter; * Count XI is aiding and abetting breach of fiduciary duty against Hard Money Lenders; * Count XII is fraudulent misrepresentation against Rohan, Planet Five, and Net Five Holdings and its SPEs; * Count XIII is breach of contract against Net Five Holdings and its SPEs, Planet Five, and Rohan; * Count XIV is unjust enrichment against all Defendants; * Count XV is constructive trust against all Defendants; and * Count XVI is accounting against all Defendants. On Sept. 2, 2016, the bankruptcy court issued an opinion dismissing in part and granting in part the various motions to dismiss. While the bankruptcy court dismissed Counts I through V against the Net Five Defendants, it declined to dismiss the remaining claims against them because it found that their joinder in motions to dismiss filed by other parties was insufficient to warrant dismissal. The FAC contains allegations that the Debtor Fund's participation interests were fraudulently transferred to Gerova. However, Stillwater Liquidating fails to specifically allege that the participation interests themselves were subsequently transferred or used to secure loans from the Hard Money Lenders. Stillwater Liquidating only alleges that the underlying loans or the collateral, encumbered with the participation interests, were transferred. As none of the Defendants, except for Gerova Financial, which is named as a nominal defendant, were transferred the actual participation interests, the Court affirms the bankruptcy court's decision to dismiss the Section 544(b) claims with prejudice. In Counts VIII, IX and XI, Stillwater Liquidating brings conspiracy and aiding and abetting claims. The bankruptcy court dismissed these claims to the extent that they are brought against the Hard Money Lenders that remain in this action: Paradigm and Saunders. Stillwater Liquidating alleges that Paradigm and Saunders aided and abetted in conversion and breach of fiduciary duty, and participated in the conspiracy to convert and defraud. Although no party engages in a choice of law analysis, all parties apply New York law to all of the common law claims, and thus, impliedly consent to the choice of law. Applying New York law, the bankruptcy court held that Counts VIII, IX and XI against Paradigm and Saunders fail. The Court finds that Stillwater Liquidating has failed to establish intent and knowledge of the scheme to defraud or convert. Accordingly, the Court affirms the bankruptcy court's dismissal of Counts VIII, IX, and XI against Paradigm and Saunders. In Count XV, Stillwater Liquidating claims constructive trust against all Defendants. As with Count XIV, the bankruptcy court dismissed constructive trust claims against the Purchaser Defendants and the Hard Money Lenders. The bankruptcy court found that there was no such fraud alleged as to the Purchaser Defendants or Hard Money Lenders. The Court agrees. Stillwater Liquidation has fallen short of pleading that the Hard Money Lenders were involved in a conspiracy to defraud or aid and abet. It has also failed to allege fraud or other nefarious conduct against any of the Purchaser Defendants. As such, invoking equity against these Defendants cannot be justified. Accordingly, the bankruptcy court's decision concerning Count XV is affirmed. A full-text copy of the Court's Opinion and Order dated March 30, 3018 is available at https://is.gd/2ytCGm from Leagle.com. Stillwater Liquidating LLC, Appellant, represented by Douglas Eric Spelfogel -- dspelfogel@foley.com -- Foley & Lardner, LLP, David B. Goroff -- dgoroff@foley.com -- Foley & Lardner LLP & Katherine Rose Catanese -- kcatanese@foley.com -- Foley & Lardner LLP. Eric Halter, Appellee, represented by Marc Stuart Goldberg -- mgoldberg@msglegal.com. -- M. Stuart Goldberg, LLC. Paradigm Credit Corporation, Appellee, represented by Brian Joseph Grieco , McLaughlin and Stern, LLP, Jay Nussbaum -- jnussbaum@bnrllp.com -- Berlandi Nussbaum & Reitzas LLP & Joshua T. Reitzas -- jreitzas@bnrllp.com -- Berlandi Nussbaum & Reitzas LLP. Saunders Capital LLC, Appellee, represented by Bruce Minkoff , Robinowitz Cohlan Dubow & Doherty LLP. Calhoun Commercial, Appellee, represented by Jonathan Brett Nelson -- jnelson@dorflaw.com -- Dorf & Nelson LLP & Laura-Michelle Horgan -- lhorgan@dorflaw.com -- Dorf & Nelson LLP. Judge Street Realty LLC & SFN Dekalb Holdings LLC, Appellees, represented by David Kent Fiveson -- dfiveson@bffmlaw.com. -- Butler, Fitzgerald, Fiveson & McCarthy, P.C. Shreeji Carowinds, LLC, Appellee, represented by Jorian L. Rose -- jrose@bakerlaw.com -- Baker & Hostetler LLP. Redrock Kings, LLC, Appellee, represented by Scott A. Krinsky -- skrinsky@bfklaw.com -- Backenroth Frankel & Krinsky, LLP. John R. Daniel III, Yvette Daniel III, Stephen J. McDonald & Vicki McDonald, Appellees, represented by Brian Joseph Grieco , McLaughlin and Stern, LLP. CL RP Stonecrest LLC, Appellee, represented by Richard F. Harrison -- rharrison@westermanllp.com; -- Westerman, Ball, Ederer, Miller & Sharfstein, L.L.P. Alma Bank, Appellee, represented by Clifford A. Katz -- ckatz@platzerlaw.com -- Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, L.L.P. & Mitchell L. Kaplan -- mkaplan@platzerlaw.com -- Platzer, Swergold, Et Al. About Stillwater Asset Investment funds allegedly owed roughly $35.8 million, filed an involuntary Chapter 11 petition against Brooklyn-based Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case No. 12-14140) on Oct. 3, 2012. Bankruptcy Judge Allan L. Gropper oversees the case. The petitioning creditors are represented by Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson, Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-based financial-services company, is the subject of Chapter 15 bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641) commenced on Aug. 24, 2012. Liquidators of Gerova -- Michael Morrison and Charles Thresh, both of KPMG Advisory Limited, and John McKenna of Finance and Risk Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating up to $100 million in assets and as much as $500 million in liabilities. A Chapter 15 petition was also filed for Gerova Holdings Ltd. (Case No. 12-13642), which is estimated to have under $100,000 in assets and liabilities. Hamilton-based Gerova Financial, formerly known as Asia Special Situations Acquisition Corp., was primarily involved, from 2010 on, in the business of investing in and managing certain types of illiquid financial assets. Gerova planned to then use such assets as regulatory capital for insurance companies, though this strategy was not fully implemented. After lengthy proceedings and over the objections of Gerova's then-current management, on July 20, 2012, the Bermuda Court entered an order appointing Morrison, et al., as joint provisional liquidators of GFG. Morrison, et al., were also appointed provisional liquidators of GHL on Aug. 20. Judge Gropper also oversees the Gerova Chapter 15 case. Peter A. Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the Liquidators as counsel. On Jan. 31, 2013, the Bankruptcy Court has denied a motion filed by Stillwater Asset Backed Offshore Fund Ltd. to dismiss the involuntary Chapter 11 petition. Instead, the judge entered an order for relief under chapter 11 of the Bankruptcy Code (11 U.S.C. Sec. 101 et seq.) against the Debtor effective Jan. 17, 2013. Jack Doueck and Richard I. Rudy are designated as responsible persons for the Debtor. ASK LLP serves as counsel for the Debtor, and Foley & Lardner LLP serves as counsel to the unsecured creditors committee of the Debtor. STONE PROJECTS: To Pay Unsecureds $25K in Five Annual Installments ------------------------------------------------------------------ Stone Projects, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts a combined disclosure statement and plan of reorganization for its small business. Based in Woburn, Massachusetts, Stone Projects designs, fabricates and installs stone surfaces for residential and commercial customers throughout the Greater Boston area. The Plan is the product of diligent efforts of Debtor's management to restructure the operation of its core business, to discontinue unprofitable operations, to reduce expenses, and to maximize the value of the Debtor's assets for creditors. In sum, under the Plan, the Debtor will provide for a distribution to the holders of Allowed Unsecured Claims from the funds contributed as the new value contribution and sums generated by the Reorganized Debtor's operations, and resume its normal business operations. Class 9 under the plan consists of all unsecured Claims and undersecured claims. The Debtor will pay the Class 9 claimants the sum of $25,000 to be distributed pro rata in five annual installments with the first distribution of $5,000 payable upon the Effective Date of confirmation. There will be 4 additional annual dividends of $5,000 for a total of $25,000 to be distributed pro rata upon the anniversary dates of the Effective Date. There is no prepayment penalty. The payments will be in full satisfaction of all claims of the Class 9 obligations. The Debtor estimates payments will result in a dividend distribution of approximately 5%. Class 9 is impaired. The Debtor estimates the funds required to be distributed under the Plan to the administrative and priority claimants together with the initial distribution to be paid to each of the classes on the Effective Date as provided for under the Plan to be the sum of $13,907. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. The initial sums available for distribution upon the Effective Date is the sum of $13,907. The sums are comprised of proceeds generated from the Debtor's business operations and the funds contributed as new value by the equity security holder in the reorganized debtor. A full-text copy of Disclosure Statement is available at: http://bankrupt.com/misc/mab17-11877-102.pdf About Stone Project Stone Projects, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-11877) on May 19, 2017. In the petition signed by Leonardo C. Chantre, manager, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. The Debtor's bankruptcy counsel is Nina M. Parker, Esq., at Parker & Associates. No request for the appointment of a trustee or examiner has been sought in the proceeding, and no committee has been appointed or designated. SUCCESSFUL ASSET: Hires Trenk DiPasquale as Attorney ---------------------------------------------------- Successful Asset Management, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Trenk DiPasquale Della Fera & Sodono, P.C., as attorney to the Debtor. Successful Asset requires Trenk DiPasquale to: a. advise the Debtor with respect to the power, duties, and responsibilities in the continued management of the financial affairs as a debtor, including the rights and remedies of the debtor-in-possession with respect to its assets and with respect to the claims of creditors; b. advise the Debtor with respect to preparing and obtaining approval of a Disclosure Statement and Plan of Reorganization; c. negotiate and formulate a Disclosure Statement and Plan of Reorganization; d. prepare on behalf of the Debtor, as necessary applications, motions, complaints, answers, orders, reports and other pleadings and documents; e. appear before the Bankruptcy Court and other officials and tribunals, if necessary, and protecting the interests of the Debtor in federal, state, and foreign jurisdictions and administrative proceedings; f. negotiate and prepare documents relating to the use, reorganization, and disposition of assets as requested by the Debtor; g. advise the Debtor concerning the administration of its estate as a debtor-in-possession; and h. perform other legal services for the Debtor as may be necessary and appropriate herein. Trenk DiPasquale will be paid at these hourly rates: Partners $325 to $625 Associates $255 to $295 Law Clerks $195 Paralegals/Support Staff $145 to $215 The Debtor paid Trenk DiPasquale a total retainer in the amount of $11,211 in connection with the filing and prosecution of a motion to re-convert the case to Chapter 11. On March 29, 2018, Wellington Abstract LLC, a company owned and operated by Deena Gestetner, the wife of the Debtor's managing member, Kevin Gestetner, remitted $15,000 to Trenk DiPasquale to perform services as counsel to the Debtor. Therefore, Trenk DiPasquale is holding a $8,789 retainer for future compensation in connection with services rendered to the Debtor, which fees will be subject to Bankruptcy Court approval. Trenk DiPasquale will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony Sodono, III, a partner at the 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. Trenk DiPasquale can be reached at: Anthony Sodono, III TRENK DIPASQUALE DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 About Successful Asset Management Successful Asset Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-27132) on August 23, 2017, disclosing less than $1 million in both assets and liabilities. Judge Kathryn C. Ferguson presides over the case. The Debtor tapped Scott E. Kaplan, Esq., at the Law Offices of Scott E. Kaplan, LLC, and Trenk DiPasquale Della Fera & Sodono, P.C., as attorneys. SUMMIT FINANCIAL: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------- The U.S. Trustee for Region 21 on April 20 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Summit Financial Corp. The committee members are: (1) Warren Richard Wiebe, Jr. & BMW Capital, LP Warren Richard Weibe, Jr., Partner 974 Sand Iron Dr. Incline Village, NV 89451 Phone: 775-560-0865 Email: Rwtahoe@gmail.com (2) Garber Revocable Trust (Formerly Ilene Garber) And Irene Resnick Garber IRA c/o Howard B. Garber, Trustee P.O. Box 1293 Wilson, WY 83014 Phone: 312-933-6130 Email: howardgarber@sbcglobal.net (3) Robert Hendler IRA Beth A. Hendler, Esq. Counselor for creditor, Robert Hendler IRA 500 East Broward Blvd., Suite 1710 Ft. Lauderdale, FL 33394 Phone: 954-848-2918 Email: beth@bahpa.com (4) Dennis L. Scott 1249 Shepards Way Yerington, NV 89447 Phone: 775-291-2955 Email: cathleen60@gmail.com (5) Madeline J. Hyman, as Trustee of The William Hyman Family Trust Robyn Weiss, Authorized Agent 2498 Poinciana Dr. Weston, FL 33327 Phone: 954-336-2145 Email: Ihearalot@aol.com (6) Sydell Lazar c/o Ethan H. Lazar, CEO 5100 N. Federal Highway Fort Lauderdale, FL 33308 Phone: 954-320-4407 Email: elazar@cambridgecompanies.net (7) Norman and Karen Blomberg 21260 Bellechasse Court Boca Raton, FL 33433 Phone: 561-488-9533 Email: normanblomberg@gmail.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 Summit Financial Corp Summit Financial Corp -- https://www.summitfinancialcorp.org/ -- provides financing by purchasing and servicing retail installment sales contracts originated at franchised automobile dealerships and select independent used car dealerships located throughout Florida, Alabama, and Georgia. From its location in Plantation, Florida, Summit Financial provides financing for automobile loans for customers that fail to meet the standards of financing from conventional sources, such as most banks, credit unions and other national finance companies. The Company was founded in 1984. Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13389) on March 23, 2018. In the petition signed by David Wheeler, vice president, the Debtor estimated $100 million to $500 million in assets and liabilities. Judge Raymond B Ray presides over the case. Douglas J. Jeffrey, Esq., at the Law Offices of Douglas J. Jeffrey, P.A. and Zach B. Shelomith at the law firm of Leiderman Shelomith Alexander + Somodevilla, PLL, serve as the Debtor's counsel. SUNSET PARTNERS: Trustee's Sale of Personal Property Approved ------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized the settlement and transfer of personal property by Lynne Riley, the duly appointed Chapter 11 Trustee of Sunset Partners, Inc. and Chapter 7 trustee of Bema Restaurant Corp., free and clear of liens and interests. The approved settlement and transfer of personal property is subject to the determination of the Massachusetts Department of Revenue's lien interest being deferred to a later date. A proposed order will be submitted by April 11, 2018 at 4:30 p.m. About Sunset Partners Sunset Partners, Inc., is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, Massachusetts. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., served as the Debtors' accountant. On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11 trustee to the Debtors. The Trustee retained Casner & Edwards LLP as counsel. TEXAS MEDICAL PLUS: Court Waives Appointment of PCO --------------------------------------------------- The Hon. Bill Parker of the United States Bankruptcy Court for the Eastern District of Texas, at the behest of Texas Medical Plus PA, waived the appointment of a patient care ombudsman. Texas Medical Plus PA filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-10095), on March 7, 2018. The Petition was signed by its owner, Michael Holmes. The case is assigned to Judge Bill Parker. The Debtor is represented by Tagnia Fontana Clark, Esq. of Maida Law Firm. At the time of filing, the Debtor had at least $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. TGP HOLDINGS: Hires Stephen R. Wade as Bankruptcy Counsel --------------------------------------------------------- TGP Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Stephen R. Wade P.C., as general insolvency counsel to the Debtor. TGP Holdings requires Stephen R. Wade to: a. provide prepetition analysis of the Debtor's financial condition, pending litigation and related matters, to prepare and file the petition, schedules and statement of affairs as well as the appropriate first day motions; b. advise the Debtor concerning the requirements of the Bankruptcy Court, the Federal Rules of Bankruptcy Procedure, the Local Rules, and with respect to compliance with the requirements of the Office of the U.S. Trustee; c. advise the Debtor regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and the claims of its creditors; d. conduct examinations of witnesses, claimants, or adverse parties with respect to any necessary or pending litigation arising in the Bankruptcy Case; e. prepare and assist in the preparation of reports, accounts, applications, motions, complaint, orders and or any other pleadings of any kind required in the case; f. represent the Debtor in any proceedings or hearings in the Bankruptcy Court and any proceedings in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; g. file any motion, applications or other pleadings appropriate to effectuate the reorganization of the Debtor; h. review claims filed in the Debtor's case, and prepare and file objections to disputed claims; i. assist the Debtor in negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; j. assist the Debtor in negotiation with the Estate's secured creditors; and k. take such other action and perform such other services as the Debtor may require of the firm in connection with the case. Stephen R. Wade will be paid at the hourly rate of $415. Stephen R. Wade will be paid a retainer in the amount of $9,000. Stephen R. Wade will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen R. Wade, a partner at the Law Office of Stephen R. Wade, P.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. Stephen R. Wade can be reached at: Stephen R. Wade, Esq. LAW OFFICE OF STEPHEN R. WADE, P.C. 405 N. Indian Hill, Blvd. Claremont, CA 91711 Tel: (909) 985-6500 Fax: (909) 912-8887 About TGP Holdings TGP Holdings, LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), is the fee simple owner of a real property located at 1908 Thornsberry Road, Sonoma, California, having an appraised value of $1.70 million. It previously sought bankruptcy protection on Feb. 14, 2017 (Bankr. C.D. Cal. Case No. 17-25217). TGP Holdings, LLC, based in Burbank, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12461) on March 6, 2018. In the petition signed by Terry Schauer, manager, the Debtor disclosed $1.70 million in assets and $1.79 million in liabilities. The Hon. Deborah J. Saltzman presides over the case. Stephen R. Wade, Esq., at the Law Office of Stephen R. Wade, P.C., serves as bankruptcy counsel. THOMAS MACK: Bankr. Ct. Must Determine Scope of Automatic Stay -------------------------------------------------------------- First Bank and Trust appeals from the United States Bankruptcy Court's order denying its motion to modify the automatic stay and to pursue a rule for judgment pro confesso and motion for accounting filed in state court. Upon review, District Judge Martin L.C. Feldman remands the decision for consideration. Thomas Mack has a membership in two LLCs, Matrix Hospitality Group, L.L.C. and Matrix Hospitality Group -- NOLA, LLC. Matrix Hospitality Group, L.L.C., a hotel management company, is Mack's employer; Mack owns a 60% membership interest in it. On Sept. 2, 2016, a Louisiana state district court granted First Bank's motion for a charging order, and charged the membership interest of Thomas Mack in both LLCs with payment of the judgment, and named the LLCs as garnishees. Because the Sheriff was unable to locate the Matrix agent for service of process, it served Mack, on behalf of Matrix, on Oct. 14, 2016. However, Matrix Hospitality Group, L.L.C. and Matrix Hospitality Group -- NOLA, LLC failed to respond to the garnishment interrogatories, and failed to withhold any funds that would otherwise be due to Mack. Matrix Hospitality Group, L.L.C. paid Mack over $30,000 after the garnishments and charging order were served. When the LLCs failed to provide their garnishment answers, First Bank filed a Rule for Judgment Pro Confesso against both garnishees, and filed a motion to compel them to account for all sums paid to Mack since service was effected on Jan. 24, 2017. Three days later, Mack and his wife filed for Chapter 11 bankruptcy. By then, First Bank's judgment had increased to $789,212.85. First Bank moved for relief from the automatic stay on Jan. 31, 2017. Mack opposed the motion, and the Bankruptcy Court heard oral argument on the issue on April 6, 2017. Ruling from the bench, the bankruptcy judge denied First Bank's motion to modify the stay. First Bank appealed and filed its brief on June 19, 2017. Mack filed his appellee brief on July 18, 2017. Matrix adopted all arguments made by Mack. The issue on appeal is whether the Bankruptcy Court erred in denying First Bank's motion for relief from the automatic stay so it could proceed in its action against Matrix in state court. The appellant contends that because both First Bank and Matrix are non-debtors, Matrix, not First Bank, had the burden to prove that no cause exists to modify the stay. Because they did not meet that burden, the stay should have been modified. Mack ignores the burden of proof issue, and instead contends that the present circumstances warrant the Bankruptcy Court to extend the coverage of the automatic stay to Matrix. Mack claims that Matrix is Mack's sole source of employment and sole source of funding for his plan of reorganization. Mack argues that the purpose of the Bankruptcy Code is to provide debtors with space from creditors to re-organize without their interference, so if First Bank is permitted to proceed in enforcing a judgment against Matrix in state court, which he is entirely reliant on to develop and fund his plan, it will disrupt Mack's bankruptcy proceedings and undermine the very purpose of the Code. The Court is unable to evaluate the Bankruptcy Court's decision in denying the modification of the scope because the Bankruptcy Court never made a finding on whether the scope of the stay included Matrix. Although it is arguably implied that the Bankruptcy Court determined that it did because it denied First Bank's motion for relief, neither party raised the issue and the Bankruptcy Court did not state on the record whether the automatic stay applies to Matrix. Further, the Bankruptcy Court held that First Bank had the burden to modify the automatic stay, but the appellees, the parties seeking to maintain the stay, actually had the burden. The Bankruptcy Court failed to apply the appropriate standard to determine if modifying the stay was appropriate. Because the Bankruptcy Court did not require the appellees to meet their burden, the factual record is not sufficiently developed for this Court to determine whether the circumstances justify the rare finding that the stay applies to non-debtors. The Bankruptcy Court, and not this Court, is in the better position to determine whether the scope of the automatic stay can include Matrix. Or differently stated, if the Mack and Matrix interests are so united that a judgment against Mack could be said to be a judgment against Mack. The Court remands to the Bankruptcy Court to determine whether Mack and Matrix can satisfy their burden that an exceptional circumstance exists and the automatic stay applies to Matrix, a non-debtor, under the standard articulated in Reliant Energy. If the Bankruptcy Court determines that Matrix is not within the scope of the automatic stay, then First Bank is entitled to proceed against Matrix in state court. Conversely, if Matrix is within the scope of the automatic stay, Mack is entitled to continue with his bankruptcy proceeding, and First Bank's judgment against Matrix will be stayed until the conclusion of the proceeding. Accordingly, the Court remands the case to the Bankruptcy Court for a determination of the scope of the automatic stay. The Court also dismisses the appeal without prejudice. The case is in the matter of: THOMAS MACK AND MARY SUSAN MACK DEBTORS, Section "F". Civil Action No. 17-3587 (E.D. La.). A full-text copy of the Court's Order dated March 29, 2018 is available at https://is.gd/e1ZXqN from Leagle.com. First Bank and Trust, Appellant, represented by Mark Christopher Landry -- MLandry@newmanmathis.com -- Newman, Mathis, Brady & Spedale, PLC. Thomas Mack & Mary Susan Mack, Appellees, represented by Robin Ronquillo DeLeo, The DeLeo Law Firm, LLC. Matrix Hospitality Group, LLC, Appellee, represented by Leo David Congeni, Congeni Law Firm, LLC. Matrix Hospitality Group-NOLA, LLC, Appellee, pro se. U.S. Trustee, Trustee, pro se. Thomas Mack and Mary Susan Mack filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 17-10194) on Jan. 27, 2017, and are represented by Robin R. DeLeo, Esq. U.S. TOMMY: Unsecured Creditors to Recoup 10% of Allowed Claims --------------------------------------------------------------- U.S. Tommy, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Ohio a disclosure statement explaining its chapter 11 plan dated March 30, 2018. General unsecured creditors under the plan are classified in Classes 3 and 4 and will receive a distribution of 10% of their allowed claims, to be distributed in deferred quarterly payments from a claims reserve disbursement fund which will be funded monthly with 50% of the Debtor's net profits. Payments and distributions under the Plan will be funded by the following: The debtor will maintain its current management structure and will continue to operate its business as an independent hotel and residential suites provider. The plan will be funded from operating income. The debtor is seeking a capital contribution from its shareholders in the approximate amount of $200,000, the proceeds of which will be used to renovate, during the 2018 calendar year, the restaurant and conference facilities that are currently not in use. The debtor projects that its gross income will increase by $20,000 to $30,000 per month once these facilities are operational. The capital contribution will not affect treatment of claims under the plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ohnb17-16150-46.pdf About U.S. Tommy U.S. Tommy, Inc., operates a hotel known as University Hotel & Suites -- https://www.universityhotelandsuites.com/ -- located at 3614 Euclid Ave., Cleveland, OH, 44115. The Hotel, valued by the Company at $2 million, has 98 rooms and offers free Wi-Fi, free parking and an on-site restaurant/bar. The Company's gross revenue amounted to $1.41 million in 2016 and $1.26 million in 2015. U.S. Tommy filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-16150) on Oct. 16, 2017. The petition was signed by Robert Lin, secretary/treasurer. The case is assigned to Judge Jessica E. Price Smith. The Debtor is represented by Richard H. Nemeth, Esq., at Nemeth & Associates, LLC. At the time of filing, the Debtor disclosed $3.18 million in total assets and $6.25 million in liabilities. UNIQUE BAMBOO: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Unique Bamboo Investment, Inc. as of April 20, according to a court docket. Unique Bamboo is represented by: Joshua Hauserman, Esq. Hauserman Law Group PLLC 1800 Forest Hill Blvd, Suite A-2 West Palm Beach, FL 33406 Phone: 561-223-1699 Email: Joshua@HLGFlorida.com About Unique Bamboo Investment Inc. Unique Bamboo Investment, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-11692) on February 14, 2018. Nancy Martino Jean, registered agent, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Erik P. Kimball presides over the case. Hauserman Law Group PLLC is the Debtor's legal counsel. UW OSHKOSH FOUNDATION: Suit Against State Will Go to Trial ---------------------------------------------------------- Nathaniel Shuda, writing for USA Today Network-Wisconsin, reports that Chief U.S. Bankruptcy Judge Susan Kelley denied the UW System's request to resolve a lawsuit against the University of Wisconsin-Oshkosh Foundation without a trial. The report relates the UW System, represented by Attorney General Brad Schimel, had asked Judge Kelley to enter a summary judgment instead of having a trial to determine whether to force the state to cover $15.8 million in debt from five UW-Oshkosh building projects. Judge Kelley denied a pair of motions in January to dismiss the Foundation's lawsuit altogether or to delay it until the state's lawsuit against foundation creditor First Business Bank concluded in Dane County Circuit Court. The Foundation filed for bankruptcy in August after state lawmakers refused a plan to cover the charity's debts on three of the five projects, including the Alumni Welcome and Conference Center and two biodigesters, which convert waste into energy. Now the Foundation is trying to force the state's support. It's a move that could stave off a sale of campus properties but commit taxpayer dollars to bailing out the charity, the report relates. About University of Wisconsin Oshkosh Foundation Established in 1963, the University of Wisconsin Oshkosh Foundation, Inc. -- https://www.uwosh.edu/foundation -- was created to promote, receive, invest and disburse gifts to meet the goals and needs of the University of Wisconsin Oshkosh. Its offices are located in the Alumni Welcome and Conference Center along the Fox River. UW Oshkosh Foundation is a separate and distinct legal entity from UW Oshkosh and qualifies as a tax-exempt 501(c)(3) organization under the United States Internal Revenue Code. It owns a fee simple interest in the Alumni Welcome & Conference Center located at 625 Pearl Avenue, Oshkosh, valued at $11.8 million. It is also a fee simple owner of a residence located at 1423 Congress Avenue, Oshkosh, with a current value of $375,000. UW Oshkosh Foundation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-28077) on Aug. 17, 2017. In the petition signed by board chairman Timothy C. Mulloy, the Debtor disclosed $14.84 million in assets and $15.87 million in liabilities. Judge Susan V. Kelley presides over the case. The Debtor hired Steinhilber Swanson LLP as its bankruptcy counsel; Martin Cowie as its chief financial officer; and CliftonLarsonAllen as its accountant. VAE LLC: Hires Lambert Leser as Attorney ---------------------------------------- VAE, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Lambert Leser, as attorney to the Debtor. VAE, LLC requires Lambert Leser to: a. present applications and proposed orders to be submitted to the Bankruptcy Court; b. identify and prosecute claims and causes of action assertable by the Debtor on behalf of the estate; c. advise the Debtor and prepare documents in connection with the reorganization of the estate and sale of estate assets; d. assist and advise the Debtor in performing its other official functions; e. assist in obtaining credit, negotiation of sale of assets, arranging adequate protection, and negotiate a plan of reorganization; f. review and investigate of records and research of law on various issues; and g. any other service necessary and reasonable for an effective administration of the estate. Lambert Leser will be paid based upon its normal and usual hourly billing rates. Lambert Leser will be paid a retainer in the amount of $12,500. The remaining retainer after payment of the filing fee of $1,717 is $10,783. Lambert Leser will also be reimbursed for reasonable out-of-pocket expenses incurred. Keith A. Schofner, member of Lambert Leser, 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. Lambert Leser can be reached at: Keith A. Schofner, Esq. LAMBERT LESER 755 W. Big Beaver, Suite 410 Troy, MI 48084 Tel: (248) 251-1001 E-mail: kschofner@lambertleser.com About VAE, LLC VAE, LLC listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal place of business is located at 2959 Alpine Boulevard, Bay City, MI 48706. VAE, LLC, based in Bay City, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-20634) on April 2, 2018. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Lane S. Sabourin, sole member. The Hon. Daniel S. Opperman presides over the case. Keith A. Schofner, Esq., at Lambert Leser, serves as bankruptcy counsel. VERNON PARK: $25K Sale of Chicago Property to Christ Apostolic OK'd ------------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Vernon Park Church of God's private sale of the real property located at 9027 South Stony Island, Chicago, Illinois to Christ Apostolic Church of America for $25,000. The net proceeds of the sale, after the payment of the costs of sale, including the seller's attorney's fees, will be distributed to Happy State Bank, doing business as Goldstar Trust Co. The Bankruptcy Rule 6004(h) is waived and this order is effective immediately. About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed by Jerald January Sr., pastor, the Debtor estimated both assets and liabilities between $1 million to $10 million. The case is assigned to Judge Donald R Cassling. The Debtor is represented by Karen J. Porter, Esq., at Porter Law Network. VILLAGE VENTURE: $19K Sale of Garland Property to Wilkersons Okayed ------------------------------------------------------------------- Judge Ben Barry of the U.S. Bankruptcy Court for the Western District of Arkansas authorized Village Venture Realty, Inc.'s sale of the real property located at Lot 33 Bright Morning Star Development, Garland County, Arkansas to Richard and Jamie Wilkerson for $18,900. The proceeds from the sale will be used to pay the Debtor's closing costs, including real estate commissions to realtors and real estate taxes. The excess proceeds may be submitted to Quest IRA. The Order will be effective immediately upon its entry and the 14-day rule set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure will not apply. About Village Venture Realty Village Venture Realty, Inc., doing business as Village Ventures Realty, Inc., and ERA Equity Group, is a privately held real estate company based in Hot Springs Village, Arizona. Village Venture lists and sells properties of other people and buys properties for subdivisions, building out roads, utilities, and other infrastructure. The company also entered into the business of financing home sales in its subdivisions. The Company previously sought bankruptcy protection on Feb. 8, 2016 (Bankr. W.D. Ark. Case No. 16-72187) and on Sept. 14, 2016 (Bankr. W.D. Ark. Case No. 16-70284). Village Venture again sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 17-73221) on Dec. 28, 2017. In the petition signed by Gary Coleman, ites president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Jennifer M. Lancaster, Esq., at Lancaster Law Firm, serves as bankruptcy counsel to the Debtor. ABC Law Center is the co-counsel. W.P. UNDERGROUND: Hires Volk Law Offices as Counsel --------------------------------------------------- W.P. Underground Utilities L.L.C., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Volk Law Offices, P.A., as counsel to the Debtor. W.P. Underground requires Volk Law Offices to: a. advise the Debtor with respect to its powers and duties as Debtor-in-Possession in the continued management and operation of its business and property; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advise, consult on the conduct of the Chapter 11 case, including all of the legal and administrative requirements of operating in Chapter 11; c. assist the Debtor with the preparation of its Schedules of Assets and Liabilities and Statement of Financial Affairs; d. advise the Debtor in connection with ay contemplated sales of assets or business combinations, including negotiation of asset, stock, purchase, merger or joint venture agreements, formulate and implement appropriate procedures with respect to the closing of any such transactions, and counsel the Debtor in connection with such transactions; e. advise the Debtor in connection with any post-petition financing and negotiate and draft documents relating thereto, provide advice and counsel with respect to pre- petition financing arrangements, and negotiate and draft documents relating thereto; f. advise the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business; g. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiate concerning all litigation in which the Debtor is involved and object to claims filed against the Debtor's estate; h. prepare all motions, applications, answers, orders, reports and papers necessary to the administration of the estate; i. negotiate and prepare a plan of reorganization, disclosure statement and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; j. attend meetings with third parties and participate in negotiations with respect to the above matters; k. appear before the Bankruptcy Court, any appellate courts and the U.S. Trustee and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and l. perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with the Chapter 11 case. Volk Law Offices will be paid at these hourly rates: Attorneys $350 Legal Assistants $125 Volk Law Offices will be paid a retainer in the amount of $35,000. Volk Law Offices will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian D. Solomon, a partner at Volk Law Offices, 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. Volk Law Offices can be reached at: Brian D. Solomon, Esq. VOLK LAW OFFICES, P.A. 1901 S. Harbor City Blvd., Suite 700 Melbourne, FL 32901 Tel: (321) 726-8338 Fax: (321) 726-8377 E-mail: bsolomon@volklawoffices.com About W.P. Underground Utilities W.P. Underground Utilities L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-01948) on April 5, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Brian D. Solomon, Esq., at Volk Law Offices, P.A. WESTSHORE LLC: Hires Lambert Leser as Attorney ---------------------------------------------- Westshore, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Lambert Leser, as attorney to the Debtor. Westshore, LLC requires Lambert Leser to: a. present applications and proposed orders to be submitted to the Bankruptcy Court; b. identify and prosecute claims and causes of action assertable by the Debtor on behalf of the estate; c. advise the Debtor and prepare documents in connection with the reorganization of the estate and sale of estate assets; d. assist and advise the Debtor in performing its other official functions; e. assist in obtaining credit, negotiation of sale of assets, arranging adequate protection, and negotiate a plan of reorganization; f. review and investigate of records and research of law on various issues; and g. any other service necessary and reasonable for an effective administration of the estate. Lambert Leser will be paid based upon its normal and usual hourly billing rates. Lambert Leser will be paid a retainer in the amount of $12,500. The remaining retainer after payment of the filing fee of $1,717 is $10,783. Lambert Leser will also be reimbursed for reasonable out-of-pocket expenses incurred. Keith A. Schofner, member of Lambert Leser, 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. Lambert Leser can be reached at: Keith A. Schofner, Esq. LAMBERT LESER 755 W. Big Beaver, Suite 410 Troy, MI 48084 Tel: (248) 251-1001 E-mail: kschofner@lambertleser.com About Westshore, LLC Westshore, LLC, based in Bay City, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-20635) on April 2, 2018. In the petition signed by Lane Sabourin, sole member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Daniel S. Opperman presides over the case. Keith A. Schofner, Esq., at Lambert Leser, serves as bankruptcy counsel. WJA ASSET: $1M Short Sale of Granada Hills Property Approved ------------------------------------------------------------ Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California authorized the short sale by WJA Asset Management, LLC and affiliates of a raw land located at 17900 Bull Canyon Road, Granada Hills, California for $1 million. A hearing on the Motion was held on April 12, 2018 at 11:00 a.m. The Debtor is authorized to enter into the Short Sale Agreement, and the terms and conditions of that agreement are approved. About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing Funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. The Debtors tapped Ann Moore of Norton Moore Adams as special counsel. YONKERS RACING: S&P Ups Corp Credit Rating to 'B+', Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Yonkers, N.Y.-based Yonkers Racing Corp. to 'B+' from 'B'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's $10 million first-out revolving credit facility due 2022 to 'BB+' from 'BB'. The recovery rating on this debt remains '1+', reflecting our expectation for full recovery (rounded estimate: 100%) for lenders in the event of a payment default. We also raised our issue-level rating on the company's $260 million term loan B due 2024 to 'BB-' from 'B+'. The recovery rating remains '2', indicating our expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of a payment default. The upgrade reflects Yonkers Racing Corp.'s improved credit measures over the past 12 months, due largely to debt reduction and resistance to the impacts of newly opened and expanded competition in 2017 and early 2018. S&P said, "In 2017, Yonkers repaid more debt than we forecast in our previous base-case, such that we measure Yonkers' year-end leverage in the low-4x area. We now forecast leverage to improve to about 4x in 2018, compared with our previous forecast that leverage would remain in the mid-4x area through 2019." S&P said, "The stable outlook reflects our expectation that new competition will have only a modest impact on Yonkers' performance and that the company will continue to generate good levels of discretionary cash flow that can be used for debt repayment, such that we expect adjusted leverage to improve to about 4x in 2018. "We could lower the rating if adjusted leverage deteriorated to 5x. Given that we expect Yonkers to build in about 1x of cushion compared to our downgrade threshold, deterioration in leverage to this level would most likely result if the impact of new competition was much more severe than we are currently forecasting, and EBITDA declines in the high-single digit percent area in each of the next two years, which we view as unlikely. "We believe that higher ratings are unlikely over the next several quarters because we forecast adjusted leverage to about 4x through 2019. However, we could consider raising the rating if we believed the company's adjusted leverage would be sustained below 3.5x, while also believing that the company would continue to maintain a strong liquidity position. In addition, we would need to believe that in a scenario where the state of New York expands full scale casino gaming to New York City metropolitan area casinos that Yonkers would manage any future potential investments in the property in a manner that did not cause these thresholds to be breached." ZOHAR III: Deal Reached to Resolve Motion to Dismiss ---------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reported that the Zohar Funds told a Delaware bankruptcy judge at a hearing April 23 that they had reached terms with creditors and insurers to resolve a motion to dismiss the Chapter 11 cases of the debtors, eliminating the need for scheduled hearings on the matter. During a status conference in Wilmington, Zohar Funds attorney Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, told the court that mediations sessions with another Delaware bankruptcy judge had been hard-fought, but successful. About Zohar III Corp. Zohar III, Corp., and its affiliates are investment funds structured as collateralized loan obligations. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors estimated $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. The Hon. Christopher S Sontchi on March 13, 2018, entered an order directing the procedural consolidation and joint administration of the Chapter 11 cases of Zohar III, Corp., Zohar II 2005-1, Corp., Zohar CDO 2003-1, Corp., Zohar III, Limited, Zohar II 2005-1, Limited, and Zohar CDO 2003-1, Limited. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE OU1 GR 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT CN 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT2EUR EU 92.3 (56.6) (34.0) AGENUS INC AJ81 GR 138.4 (75.8) 17.1 AGENUS INC AGEN US 138.4 (75.8) 17.1 AGENUS INC AJ81 TH 138.4 (75.8) 17.1 AGENUS INC AGENEUR EU 138.4 (75.8) 17.1 AGENUS INC AJ81 QT 138.4 (75.8) 17.1 AGENUS INC AGENUSD EU 138.4 (75.8) 17.1 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMPIO PHARMACEUT AMPE US 15.3 (34.2) 4.6 AMYRIS INC AMRS US 151.5 (194.7) (2.5) AMYRIS INC 3A01 TH 151.5 (194.7) (2.5) AMYRIS INC 3A01 GR 151.5 (194.7) (2.5) AMYRIS INC 3A01 QT 151.5 (194.7) (2.5) AMYRIS INC AMRSEUR EU 151.5 (194.7) (2.5) AMYRIS INC AMRSUSD EU 151.5 (194.7) (2.5) ASPEN TECHNOLOGY AZPN US 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST GR 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AZPNEUR EU 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST QT 195.8 (274.5) (341.7) ATLATSA RESOURCE ATL SJ 204.7 (158.2) 7.8 AUTODESK INC AUD GR 4,113.6 (256.0) (245.3) AUTODESK INC AUD TH 4,113.6 (256.0) (245.3) AUTODESK INC ADSK US 4,113.6 (256.0) (245.3) AUTODESK INC AUD QT 4,113.6 (256.0) (245.3) AUTODESK INC ADSK* MM 4,113.6 (256.0) (245.3) AUTODESK INC AUD GZ 4,113.6 (256.0) (245.3) AUTODESK INC ADSK AV 4,113.6 (256.0) (245.3) AUTODESK INC ADSKEUR EU 4,113.6 (256.0) (245.3) AUTODESK INC ADSKUSD EU 4,113.6 (256.0) (245.3) AUTODESK INC ADSK LN 4,113.6 (256.0) (245.3) AUTODESK INC ADSK TE 4,113.6 (256.0) (245.3) AUTOZONE INC AZO US 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZ5 TH 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZ5 GR 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZOEUR EU 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZ5 QT 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZOUSD EU 9,403.7 (1,330.5) (120.9) AUTOZONE INC 0HJL LN 9,403.7 (1,330.5) (120.9) AVID TECHNOLOGY AVID US 234.7 (268.6) (61.8) AVID TECHNOLOGY AVD GR 234.7 (268.6) (61.8) AXIM BIOTECHNOLO AXIM US 2.2 (6.3) (5.6) BENEFITFOCUS INC BNFT US 165.1 (39.3) (4.1) BENEFITFOCUS INC BTF GR 165.1 (39.3) (4.1) BENEFITFOCUS INC BNFTEUR EU 165.1 (39.3) (4.1) BLUE BIRD CORP BLBD US 248.8 (65.3) 11.2 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOMBARDIER INC-A BBD/A CN 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-A BDRAF US 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BBD/B CN 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BDRBF US 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BBDBN MM 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B 0QZP LN 25,006.0 (3,732.0) 1,837.0 BRINKER INTL EAT US 1,400.5 (552.9) (257.4) BRINKER INTL BKJ GR 1,400.5 (552.9) (257.4) BRINKER INTL BKJ QT 1,400.5 (552.9) (257.4) BRINKER INTL EAT2EUR EU 1,400.5 (552.9) (257.4) BROOKFIELD REAL BRE CN 93.5 (31.4) 3.9 BRP INC/CA-SUB V DOO CN 2,558.4 (57.4) 94.6 BRP INC/CA-SUB V B15A GR 2,558.4 (57.4) 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QT 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1EUR EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA GZ 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO 0K3H LN 8,208.0 (1,727.0) 1,019.0 MSG NETWORKS- A MSGN US 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 GR 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 TH 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 QT 851.8 (743.2) 229.6 MSG NETWORKS- A MSGNEUR EU 851.8 (743.2) 229.6 MSG NETWORKS- A MSGNUSD EU 851.8 (743.2) 229.6 NATERA INC NTRA US 178.8 (10.4) 39.3 NATERA INC 45E GR 178.8 (10.4) 39.3 NATHANS FAMOUS NATH US 92.9 (85.0) 51.8 NATHANS FAMOUS NFA GR 92.9 (85.0) 51.8 NATIONAL CINEMED XWM GR 1,148.1 (1.2) 102.9 NATIONAL CINEMED NCMI US 1,148.1 (1.2) 102.9 NATIONAL CINEMED NCMIEUR EU 1,148.1 (1.2) 102.9 NAVISTAR INTL IHR GR 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAV US 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR TH 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR QT 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR GZ 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVEUR EU 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVUSD EU 5,969.0 (4,583.0) 705.0 NEBULA ACQUISITI NEBUU US 0.0 (0.0) (0.0) NEBULA ACQUISITI NEBU US 0.0 (0.0) (0.0) NEW ENG RLTY-LP NEN US 226.8 (35.3) - NUTRIEN LTD NTR CN 0.2 (0.5) (0.6) NUTRIEN LTD NTR US 0.2 (0.5) (0.6) NUTRIEN LTD N7T TH 0.2 (0.5) (0.6) NUTRIEN LTD N7T GR 0.2 (0.5) (0.6) NUTRIEN LTD NTREUR EU 0.2 (0.5) (0.6) NUTRIEN LTD NTRUSD EU 0.2 (0.5) (0.6) NUTRIEN LTD NTRCAD EU 0.2 (0.5) (0.6) NUTRIEN LTD NTRN MM 0.2 (0.5) (0.6) NUTRIEN LTD N7T QT 0.2 (0.5) (0.6) NYMOX PHARMACEUT NYMX US 1.0 (1.3) (1.3) NYMOX PHARMACEUT NYM GR 1.0 (1.3) (1.3) NYMOX PHARMACEUT NYM GZ 1.0 (1.3) (1.3) NYMOX PHARMACEUT NYMXEUR EU 1.0 (1.3) (1.3) NYMOX PHARMACEUT NYMXUSD EU 1.0 (1.3) (1.3) OMEROS CORP 3O8 GR 116.3 (2.8) 82.1 OMEROS CORP OMER US 116.3 (2.8) 82.1 OMEROS CORP 3O8 TH 116.3 (2.8) 82.1 OMEROS CORP OMEREUR EU 116.3 (2.8) 82.1 OMEROS CORP OMERUSD EU 116.3 (2.8) 82.1 OMEROS CORP 0KBU LN 116.3 (2.8) 82.1 OPTIVA INC RE6 GR 210.2 (3.3) 42.4 OPTIVA INC RKNED US 210.2 (3.3) 42.4 OPTIVA INC OPT CN 210.2 (3.3) 42.4 OPTIVA INC 3230510Q EU 210.2 (3.3) 42.4 OPTIVA INC RKNEUR EU 210.2 (3.3) 42.4 PAPA JOHN'S INTL PZZA US 555.6 (99.2) 37.1 PAPA JOHN'S INTL PP1 GR 555.6 (99.2) 37.1 PAPA JOHN'S INTL PZZAEUR EU 555.6 (99.2) 37.1 PENN NATL GAMING PN1 GR 5,234.8 (73.1) (129.0) PENN NATL GAMING PENN US 5,234.8 (73.1) (129.0) PHILIP MORRIS IN PM1EUR EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI SW 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1 TE 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 TH 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1CHF EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 GR 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM US 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1 EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI1 IX 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI EB 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 QT 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 GZ 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM LN 43,070.0 (10,482.0) 2,905.0 PINNACLE ENTERTA PNK US 3,950.2 (321.0) (60.7) PINNACLE ENTERTA 65P GR 3,950.2 (321.0) (60.7) PLANET FITNESS-A PLNT US 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL TH 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL GR 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL QT 1,092.5 (136.9) 65.0 PLANET FITNESS-A PLNT1EUR EU 1,092.5 (136.9) 65.0 PLANET FITNESS-A PLNT1USD EU 1,092.5 (136.9) 65.0 PLANET FITNESS-A 0KJD LN 1,092.5 (136.9) 65.0 PLAYAGS INC AGS US 697.2 (27.9) 39.0 PROS HOLDINGS IN PH2 GR 288.7 (47.0) 100.0 PROS HOLDINGS IN PRO US 288.7 (47.0) 100.0 PROS HOLDINGS IN PRO1EUR EU 288.7 (47.0) 100.0 REATA PHARMACE-A RETA US 135.3 (147.0) 85.5 REATA PHARMACE-A 2R3 GR 135.3 (147.0) 85.5 REATA PHARMACE-A RETAEUR EU 135.3 (147.0) 85.5 REMARK HOLD INC 3SWN GR 103.5 (79.6) (46.7) REMARK HOLD INC MARK US 103.5 (79.6) (46.7) REMARK HOLD INC MARKEUR EU 103.5 (79.6) (46.7) RESOLUTE ENERGY R21 GR 641.9 (74.4) (82.9) RESOLUTE ENERGY REN US 641.9 (74.4) (82.9) RESOLUTE ENERGY RENEUR EU 641.9 (74.4) (82.9) REVLON INC-A REV US 3,056.9 (770.4) 210.9 REVLON INC-A RVL1 GR 3,056.9 (770.4) 210.9 REVLON INC-A RVL1 TH 3,056.9 (770.4) 210.9 REVLON INC-A REVEUR EU 3,056.9 (770.4) 210.9 REVLON INC-A REVUSD EU 3,056.9 (770.4) 210.9 RH RH US 1,732.9 (7.3) 125.6 RH RS1 GR 1,732.9 (7.3) 125.6 RH RH* MM 1,732.9 (7.3) 125.6 RH RHEUR EU 1,732.9 (7.3) 125.6 RH 0KTF LN 1,732.9 (7.3) 125.6 RIMINI STREET IN RMNIU US 122.2 (210.3) (116.6) RIMINI STREET IN RMNI US 122.2 (210.3) (116.6) RR DONNELLEY & S DLLN GR 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRD US 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRDEUR EU 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRDUSD EU 3,904.5 (202.9) 663.9 RYERSON HOLDING RYI US 1,711.9 (7.4) 701.2 RYERSON HOLDING 7RY GR 1,711.9 (7.4) 701.2 RYERSON HOLDING 7RY TH 1,711.9 (7.4) 701.2 SALLY BEAUTY HOL SBH US 2,113.3 (342.6) 573.7 SALLY BEAUTY HOL S7V GR 2,113.3 (342.6) 573.7 SANCHEZ ENERGY C SN US 2,470.6 (41.6) (111.7) SANCHEZ ENERGY C SN* MM 2,470.6 (41.6) (111.7) SANCHEZ ENERGY C SNUSD EU 2,470.6 (41.6) (111.7) SBA COMM CORP SBJ TH 7,320.2 (2,599.1) (19.4) SBA COMM CORP 4SB GR 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBAC US 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBACEUR EU 7,320.2 (2,599.1) (19.4) SBA COMM CORP 4SB GZ 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBACUSD EU 7,320.2 (2,599.1) (19.4) SBA COMM CORP 0KYZ LN 7,320.2 (2,599.1) (19.4) SCIENTIFIC GAMES SGMS US 7,725.3 (2,027.0) 1,136.6 SCIENTIFIC GAMES TJW GR 7,725.3 (2,027.0) 1,136.6 SCPHARMACEUTICAL SCPH US 34.3 (67.0) 29.1 SCPHARMACEUTICAL SCPHEUR EU 34.3 (67.0) 29.1 SCPHARMACEUTICAL 2SX TH 34.3 (67.0) 29.1 SCPHARMACEUTICAL SCPHUSD EU 34.3 (67.0) 29.1 SCPHARMACEUTICAL 2SX GR 34.3 (67.0) 29.1 SEARS HOLDINGS SHLD US 7,262.0 (3,723.0) (1,103.0) SEARS HOLDINGS SHLDUSD EU 7,262.0 (3,723.0) (1,103.0) SHELL MIDSTREAM SHLX US 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M GR 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M TH 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M QT 1,366.5 (565.9) 148.7 SIGA TECH INC SIGA US 144.7 (323.1) 30.6 SIRIUS XM HOLDIN SIRI US 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO TH 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GR 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO QT 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIEUR EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GZ 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRI AV 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIUSD EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN 0L6Z LN 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRI TE 8,329.4 (1,523.9) (2,350.6) SIX FLAGS ENTERT SIX US 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT 6FE GR 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT SIXEUR EU 2,456.7 (10.7) (76.8) SOLARWINDOW TECH WNDW US 2.1 (2.0) 1.9 SOLARWINDOW TECH WNDW LN 2.1 (2.0) 1.9 SONIC CORP SONC US 561.5 (252.7) 73.4 SONIC CORP SO4 GR 561.5 (252.7) 73.4 SONIC CORP SONCEUR EU 561.5 (252.7) 73.4 TALEND SA - ADR TLND US 172.8 (1.1) 1.0 TALEND SA - ADR 0T7 GR 172.8 (1.1) 1.0 TALEND SA - ADR TLNDN MM 172.8 (1.1) 1.0 TALEND SA - ADR 0T7 TH 172.8 (1.1) 1.0 TALEND SA - ADR 0LCZ LN 172.8 (1.1) 1.0 TANDEM DIABETES TNDM US 95.3 (29.1) 28.1 TANDEM DIABETES TD5A GR 95.3 (29.1) 28.1 TANDEM DIABETES TNDMEUR EU 95.3 (29.1) 28.1 TANDEM DIABETES TD5A TH 95.3 (29.1) 28.1 TANDEM DIABETES TD5A QT 95.3 (29.1) 28.1 TANDEM DIABETES TNDMUSD EU 95.3 (29.1) 28.1 TAUBMAN CENTERS TU8 GR 4,214.6 (142.5) - TAUBMAN CENTERS TCO US 4,214.6 (142.5) - TAUBMAN CENTERS 0LDD LN 4,214.6 (142.5) - TOWN SPORTS INTE T3D GR 236.7 (78.0) 5.4 TOWN SPORTS INTE CLUB US 236.7 (78.0) 5.4 TRANSDIGM GROUP T7D GR 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDG US 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D QT 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDGEUR EU 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D TH 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP 0REK LN 10,112.1 (2,599.7) 1,447.9 TUPPERWARE BRAND TUP US 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP GR 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP QT 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP GZ 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP TH 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP1EUR EU 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP1USD EU 1,388.0 (119.4) (28.3) ULTRA PETROLEUM UPM1 TH 1,513.0 (1,154.6) (81.1) ULTRA PETROLEUM UPL1USD EU 1,513.0 (1,154.6) (81.1) UNISYS CORP UIS EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISCHF EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISEUR EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS US 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS1 SW 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 TH 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GR 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GZ 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 QT 2,542.7 (1,325.7) 418.6 UNITI GROUP INC UNIT US 4,330.1 (1,123.6) - UNITI GROUP INC 8XC GR 4,330.1 (1,123.6) - UNITI GROUP INC CSALUSD EU 4,330.1 (1,123.6) - UNITI GROUP INC 0LJB LN 4,330.1 (1,123.6) - VALVOLINE INC VVV US 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 GR 1,827.0 (194.0) 367.0 VALVOLINE INC VVVEUR EU 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 TH 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 QT 1,827.0 (194.0) 367.0 VECTOR GROUP LTD VGR GR 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGR US 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGR QT 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGREUR EU 1,328.3 (331.8) 409.1 VERISIGN INC VRS TH 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GR 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSN US 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS QT 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNEUR EU 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GZ 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNUSD EU 2,941.2 (1,260.3) 885.6 W&T OFFSHORE INC WTI US 907.6 (573.5) 22.4 W&T OFFSHORE INC UWV GR 907.6 (573.5) 22.4 W&T OFFSHORE INC WTI1EUR EU 907.6 (573.5) 22.4 WAYFAIR INC- A W US 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF GR 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF TH 1,213.4 (48.3) 77.1 WAYFAIR INC- A WEUR EU 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF QT 1,213.4 (48.3) 77.1 WAYFAIR INC- A WUSD EU 1,213.4 (48.3) 77.1 WEIGHT WATCHERS WTW US 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 GR 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 TH 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WTWEUR EU 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 QT 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 GZ 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WTWUSD EU 1,246.0 (1,011.5) (134.0) WESTERN UNION WU US 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GR 9,231.4 (491.4) (1,132.3) WESTERN UNION WU* MM 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U TH 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U QT 9,231.4 (491.4) (1,132.3) WESTERN UNION WUEUR EU 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GZ 9,231.4 (491.4) (1,132.3) WESTERN UNION 0LVJ LN 9,231.4 (491.4) (1,132.3) WIDEOPENWEST INC WOW US 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WU5 TH 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WU5 GR 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WU5 QT 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WOW1EUR EU 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WOW1USD EU 2,441.6 (204.4) (26.2) WINGSTOP INC WING US 119.8 (48.3) (3.0) WINGSTOP INC EWG GR 119.8 (48.3) (3.0) WINGSTOP INC WING1EUR EU 119.8 (48.3) (3.0) WINMARK CORP WINA US 47.7 (28.6) 7.8 WINMARK CORP GBZ GR 47.7 (28.6) 7.8 WINMARK CORP WINAUSD EU 47.7 (28.6) 7.8 WORKIVA INC WK US 157.7 (16.9) (14.0) WORKIVA INC 0WKA GR 157.7 (16.9) (14.0) WORKIVA INC WKEUR EU 157.7 (16.9) (14.0) YELLOW PAGES LTD Y CN 529.9 (218.8) 35.1 YELLOW PAGES LTD YLWDF US 529.9 (218.8) 35.1 YRC WORLDWIDE IN YRCW US 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 GR 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 TH 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 QT 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWEUR EU 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWUSD EU 1,585.5 (353.5) 155.9 YUM! BRANDS INC YUM US 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GR 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR TH 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMEUR EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR QT 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUM SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GZ 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC 0QYD LN 5,311.0 (6,334.0) 995.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***