/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180522.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, May 22, 2018, Vol. 22, No. 141 Headlines 3601 CROSSROADS: Hires Clingen Callow as Bankruptcy Counsel 417 RENTALS: Hires Joseph Christopher Greene as Special Counsel 461 7TH AVENUE: Seeks to Hire Kurtzman Matera as Counsel ALEXANDRIA INVESTMENT: Seeks to Retain Waskom Brown as Accountant ALGODON WINES: Incurs $1.58 Million Net Loss in First Quarter ALM MEDIA: S&P Alters Outlook to Negative & Affirms 'B-' CCR AMERICAN UNDERWRITING: Case Summary & 20 Top Unsecured Creditors AMERICANN INC: Reports Second Quarter Net Loss of $922,000 AMG INTERNATIONAL: Proposes Auction Sale of Inventory/Equipment AMG INTERNATIONAL: Wheeler Buying Equipment for $20K APCO HOLDINGS: Moody's Rates New Sr. Sec. Credit Facilities 'B3' APCO HOLDINGS: S&P Hikes Issuer Credit Rating to B, Outlook Stable APEX XPRESS: Taps CohnReznick as Appraiser ARCHDIOCESE OF ST. PAUL: Substantive Consolidation Bid Denied ARECONT VISION: May 25 Meeting Set to Form Creditors' Panel ARECONT VISION: Taps Omni Management as Claims Agent AVERY LAND: Taps Mac Restructuring as Interest Rate Expert BAILEY RIDGE: Hires Growthland Ag Realty as Realtor BASS DRUM INVESTMENTS: Hires Villeda Law as Attorney BELK INC: S&P Alters Outlook to Negative & Affirms 'B-' CCR BEN BEATTY: Bankruptcy Court Disallows T. Barnwell Claims BIG HEARTED BOOKS: Bankr. Court Terminates Use of Cash Collateral BLACKPOINT LAND: Seeks to Hire TB Harris as Appraiser BLINK CHARGING: Reports $21.9 Million Net Loss for First Quarter BLINK CHARGING: Signs $342,000 Office Lease BOLDER ENTERPRISES: Hires Dickensheet & Associates as Appraiser BUSINESS SOLUTIONS: Taps Vincent's Bookkeeping as Accountant C&D COAL: $10.4M Sale of All Assets to PPMT Approved CARE ONE HOME: Seeks to Hire Cohen Legal as Counsel CAREVIEW COMMUNICATIONS: Reports First Quarter Net Loss of $4.8M CATALYST LIFESTYLES: Hires Abonmarche as Civil Engineers CHANNELVIEW TRUCK: Seeks to Hire NTL Business as Bookkeeper CHARLES FUQUA: $240K Sale of Charleston Property to Lowells Okayed CHARLES FUQUA: $275K Sale of Neoga Residential Property Approved CHINA COMMERCIAL: Delays Filing of First Quarter Form 10-Q CHINA COMMERCIAL: Unit Gets Exclusive Control Over Beijing Youjiao CMS FLORAL GALLERY: Hires Steidl and Steinberg as Counsel COMMUNITY HEALTH: Stockholders Elected 10 Directors CONCORDIA INT'L: Seeks Court's OK on Recapitalization Transaction COREL CORP: S&P Raises Corp Credit Rating to 'B', Outlook Stable COUNTRY CLUB AT THE PARK: Taps Romano as Real Estate Broker CUSTOM BLINDS: Hires Grobstein Teeple as Financial Advisor DIRECTVIEW HOLDINGS: Delays Filing of Its Quarterly Report DORADO COMMUNITY: Amended Plan Outline Conditionally Okayed DUBLIN MANAGEMENT: Hires Mr. Seaver as CFO and Bookkeeper EDEN HOME: Seeks to Hire Langley, Gravely, as Special Counsels ENUMERAL BIOMEDICAL: Taps Hamilton Brook as Special Counsel FANSTEEL INC: $35K Sale of Lorimor Property to Wellman Approved FIDALGO 2010: Court Confirms Amended Chapter 11 Plan FISHERMAN'S PIER: Trustee Taps Dane Hancock as Consultant FRANKLIN ACQUISITIONS: Trustee Hires John Mosley as Accountant GENERAL GLASS: $200K Sale of Parkersburg Property for $200K Okayed GREAT ATLANTIC: Seeks Clarification Over Scope of Gibbons Services GREGORY CROWELL: for $160K Sale of Cincinnati Property Approved GREGORY CROWELL: Second Empire Buying Cincinnati Property for $160K H.C. JEFFRIES TOWER: Hires William G. West as Accountant HELIOS AND MATHESON: Widens Net Loss to $26M in First Quarter HERBALIFE NUTRITION: S&P Alters Outlook to Stable & Affirms B+ CCR IHEARTMEDIA INC: Committee Seeks Docs on Financial Advisors' Work INPIXON: Amends Prospectus on $300 Million Securities Sale INPIXON: Incurs $6.24 Million Net Loss in First Quarter JEFFREY C. UNNERSTALL: Court Partially Allows BoW's Atty Fees JEVIC HOLDING: Case Converts to Chapter 7 Liquidation JHL INDUSTRIAL: Proposed Sale of Vehicles and Equipment Approved JOSEPH MAURIO: $1.1M Sale of Bradenton Beach Property Approved KCST USA: 1st Cir. Affirms Injunction Ruling vs Parent Company KELLER OUTDOOR: Case Summary & 16 Unsecured Creditors KEYSTONE AUTOMATION: Taps Mark J. Conway as Legal Counsel KING DISPLAYS: Taps Gabriel Del Virginia as Legal Counsel L. FROMELIUS INVESTMENT: Hires Remax Top as Real Estate Broker LAST FRONTIER: Case Summary & 19 Unsecured Creditors LEGAL COVERAGE: Trustee's $940K Sale of Philadelphia Property OK'd LEWIS SPECIALTIES: Hires Barron and Barron as Counsel LUCKY DRAGON: Asian Investors Interested on Sale, Developer Says MEDCISION LLC: $4.4M Sale of All Assets to BroadOak Approved MILLERBERND SYSTEMS: Hires Kloster Commercial as Appraiser MORSCO INC: Moody's Places B2 CFR Under Review for Upgrade MUSCLEPHARM CORP: Incurs $2.3 Million Net Loss in First Quarter NANAK131313 INC: Taps Horizon Business as Sales Agent NATIONAL TRUCK: Taps Swift Currie as Special Counsel in Smith Case NATURAL RESOURCE: S&P Ups Corp Credit Rating to B, Outlook Stable NEW CANEY FENCE: Hires Wyatt & Mirabella as Counsel NEW ENGLAND CONFECTIONERY: Trustee Selling All Assets for $13M NEW ENGLAND CONFECTIONERY: Trustee Taps Threadstone Advisors NINE WEST: Gets Court Approval to Sell All Assets NORTHERN POWER: Incurs $1.81 Million Net Loss in First Quarter NORTHWEST TERRITORIAL: Trustee's $1M Sale of Medallic Assets Okayed NORTHWEST TERRITORIAL: Trustee's Sale of Medallic Inventory Okayed NRC US: Moody's Affirms B3 CFR & Assigns B3 to First Lien Revolver ONCOBIOLOGICS INC: Has Until June 26 to Regain Nasdaq Compliance ONCOBIOLOGICS INC: Reports $8.55 Million Net Loss for 2nd Quarter ONCOBIOLOGICS INC: Series B Warrant Delisted from Nasdaq ONCOBIOLOGICS INC: Will Raise $15 Million in Private Placement ONE HUNDRED FOLD: Taps Hannis T. Bourgeois as Accountant ORION HEALTHCORP: Committee Taps CBIZ as Financial Advisor OUR CIGAR BAR: Taps Wilkins Bankester as Legal Counsel PARAGON OFFSHORE: M. Hammersley Notice of Appeal Untimely, Ct. Says PINNACLE COS: $2.6M Sale of Sulphur Spring Property Approved PIONEER CARRIERS: Drivers are Independent Contractors, Court Rules PLASTIC2OIL INC: Delays Quarterly Report Due to Limited Staff PLEDGE PETROLEUM: Delays Filing of Quarterly Report PRANA YOGA: Taps Haller & Colvin as Legal Counsel PRECIPIO INC: Delays Filing of Quarterly Report for Verification PRESSURE BIOSCIENCES: Incurs $2.2-Mil. Net Loss in First Quarter PURADYN FILTER: Incurs $36,700 Net Loss in First Quarter QUALITY PRIMARY: Hires William E. Jamison as Counsel RABENU ENTERPRISES: Taps Raymond H. Aver as Legal Counsel RCR WOODWAY: Hires Carlos Garcia Realty as Real Estate Broker REIGN SAPPHIRE: Incurs $739,000 Net Loss in First Quarter REMINGTON OUTDOOR: Exits Chapter 11 Following Plan Implementation REX ENERGY: Case Summary & 30 Largest Unsecured Creditors REX ENERGY: Files Chapter 11 Petition to Facilitate Sale Process RITA SMITH-LUBER: 1107 Atlantic Buying Longport Property for $4M RMH FRANCHISE: Taps Prime Clerk as Claims Agent ROYAL AUTOMOTIVE: Taps Bailey & Glasser as Legal Counsel SCG MADILL: Seeks to Hire Soldnow as Auctioneer SCHULTE PROPERTIES: Hires Johnson & Gubler P.C. as Counsel SIVYER STEEL: Committee Taps National CRS as Financial Advisor SPINLABEL TECHNOLOGIES: Hires Genovese as Special Counsel SPRINGS BUILDING: Hires Cohen Johnson as Counsel SUNSHINE DAIRY: Seeks to Hire Vanden Bos as Attorney SUNVALLEY SOLAR: Posts $471,000 Net Loss in First Quarter TATONKA ACQUISITIONS: Taps BrokerInTrust as Realtor TOWERSTREAM CORPORATION: Posts $2.82M Net Loss in First Quarter TRIZ VENTURES: Seeks to Hire Zalkin Revell as Attorney TWILA LANKFORD: L. Lankford Must Appear at Status Conference UBS-BARCLAYS 2012-C2: Moody's Marks Crystal Mall Loan 'Troubled' VEGA ALTA: Plan and Disclosure Statement Hearing Set for June 6 WOODBRIDGE GROUP: Noteholders Ask Court to Terminate Exclusivity WORLD GLOBAL FINANCING: Hires Genovese as Counsel WORLD MARKETING: Bid to File Counterclaims vs Trustee Unnecessary XOTICAS RIO GRANDE: Hires Carl M. Barto as Counsel ZOHAR III: Parties Agree to Stay Suit, Appoint Director [^] Large Companies with Insolvent Balance Sheet ********* 3601 CROSSROADS: Hires Clingen Callow as Bankruptcy Counsel ----------------------------------------------------------- 3601 Crossroads, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Clingen Callow & McLean, LLC, as bankruptcy counsel to the Debtor. 3601 Crossroads requires Clingen Callow to: (a) provide legal advice with respect to the Debtor's powers and duties as a Debtor-in-Possession in the continued operation of its business; (b) take all necessary action on behalf of the Debtor to protect and preserve the Debtor's estate, including to prosecute actions on behalf of the Debtor, negotiate any and all litigation in which the Debtor is involved, and object to claims filed against the Debtor's estate; (c) prepare on behalf of the Debtor all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of the Debtor's estate; (d) attend meetings and negotiate with representation of creditors and other parties in interest, attend court hearings, and advise the Debtor on the conduct of its chapter 11 case; (e) perform any and all other legal services for the Debtor in connection with chapter 11 cases and with implementation of the Debtor's plan of reorganization; (f) advise and assist the Debtor regarding all aspects of the plan confirmation process, including, but not limited to, negotiate and draft a plan of reorganization and accompanying disclosure statement, secure the approval of a disclosure statement, soliciting votes in support of plan confirmation, and securing confirmation of the plan; (g) provide legal advice and legal services with respect to litigation, tax and other general non-bankruptcy legal issues for the Debtor to the extent requested by the Debtor; and (h) render such other services as may be in the best interests of the Debtor in connection with any of the foregoing and all other necessary or appropriate legal services in connection with this chapter 11 case, as agreed upon by Clingen Callow and the Debtor. Clingen Callow will be paid at these hourly rates: Partners $305-$425 Associates $210-$275 Paraprofessionals $130-$200 Clingen Callow received from the Debtor an advance payment retainer of $75,000. As of the petition date, the balance of the advance payment retainer is $24, 527.25, after deduction of expenses and costs, which will be held in the firm's trust account. Clingen Callow will also be reimbursed for reasonable out-of-pocket expenses incurred. John A. Lipinsky, partner of Clingen Callow & McLean, 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. Clingen Callow can be reached at: John A. Lipinsky, Esq. Timothy M. McLean, Esq. CLINGEN CALLOW & MCLEAN, LLC 2300 Cabot Drive, Suite 500 Lisle, IL 60532 Tel: (630) 871-2600 E-mail: lipinsky@ccmlawyer.com mclean@ccmlawyer.com About 3601 Crossroads, LLC 3601 Crossroads, LLC is a real estate lessor that owns in fee simple a property located at 3601 Algonquin Rd., Rolling Meadows, Illinois, having an assessed value of $5.45 million. The Company posted gross revenue of $2.51 million in 2017 and gross revenue of $2.11 million in 2016. The Debtor filed for Chapter 11 protection (Bankr. N.D. Illinois Case No. 18-06600) on March 7, 2018. In its petition signed by Thomas L. Kolschowsky, senior vice president/corporate counsel, the Debtor disclosed total assets of $5.47 million and liabilities totaling $7.98 million. John A. Lipinsky, Esq. of Clingen Callow & Mclean, LLC serves as the Debtor's counsel. The Hon. Timothy A. Barnes is the case judge. 417 RENTALS: Hires Joseph Christopher Greene as Special Counsel --------------------------------------------------------------- 417 Rentals, LLC, has filed a second amended application with the U.S. Bankruptcy Court for the Western District of Missouri seeking approval to hire Joseph Christopher Greene, Esq., as special counsel. 417 Rentals requires Joseph Christopher Greene to: -- represent the Debtor in rent and possession and unlawful detainer litigation in State Court; and -- assist the Debtor to comply with city ordinances and regulations, attend at hearings related to housing regulations, complaints, and enforcement of provisions relating to city and state regulatory issues. Joseph Christopher Greene 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. Joseph Christopher Greene, 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. Joseph Christopher Greene can be reached at: Joseph Christopher Greene 8406 Cabin Branch Ct. Manassas, VA 20111 Tel: (703) 220-1927 E-mail: josephchgreene@gmail.com About 417 Rentals, LLC Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. In the petition signed by Christopher Gatley, its member, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. Joseph Christopher Greene, Esq., is the Debtor's litigation counsel. 461 7TH AVENUE: Seeks to Hire Kurtzman Matera as Counsel -------------------------------------------------------- 461 7th Avenue Market, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Kurtzman Matera, P.C., as counsel to the Debtor. 461 7th Avenue requires Kurtzman Matera to: (a) give all legal advice with respect to the powers and duties of a debtor in possession in the continued operation of its business and management of its property; (b) take the necessary legal steps to enjoin and stay, until the final decree herein, pending actions and proceedings or those actions and proceedings hereinafter instituted; (c) prepare, on its behalf, all necessary papers including, but not limited to, petitions, answers, orders, reports, memoranda and all other legal papers necessary in the administration of this estate; (d) perform all other legal services which may be necessary herein; and (e) examine claims filed herein in order to establish the validity of the claims and the amounts due. Kurtzman Matera will be paid at these hourly rates: Attorneys $525 Paralegals $200 Kurtzman Matera will be paid a retainer in the amount of $25,000 and $1,717 filing fee. Kurtzman Matera will also be reimbursed for reasonable out-of-pocket expenses incurred. Rosemarie E. Matera, a partner of Kurtzman Matera, 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. Kurtzman Matera can be reached at: Rosemarie E. Matera, Esq. KURTZMAN MATERA, P.C. 664 Chestnut Ridge Road Spring Valley, NY 10977 Tel: (845) 352-8800 About 461 7th Avenue Market 461 7th Avenue Market, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 18-22671) on May 3, 2018. The Debtor hired Kurtzman Matera, P.C., as counsel. ALEXANDRIA INVESTMENT: Seeks to Retain Waskom Brown as Accountant ----------------------------------------------------------------- Alexandria Investment Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to retain Waskom, Brown & Associates, LLC. The firm will continue to provide accounting services to the Debtor, which include the preparation of financial statements and issuance of payments to approved creditors, through the date of the expected sale of its hotel and convention center. The rate would remain at $1,400 per month, plus postage expenses. Waskom can be reached through: Waskom, Brown & Associates, LLC 816 University Parkway, Suite A Natchitoches, LA 71457 Phone: (318) 357-1520 Fax: (318) 357-1535 Email: rodney@waskombrown.com About Alexandria Investment Group Alexandria Investment Group, LLC, owns a hotel and convention center located at 2225 and 2301 N. MacArthur Drive, Alexandria, Louisiana, valued by the company at $2 million. It also owns 12 acres of land in Alexandria, having a valuation of $300,000. Alexandria Investment Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-80416) on April 24, 2018. In the petition signed by Dr. Harry Hawthorne, member, the Debtor disclosed $2.57 million in assets and $5.57 million in liabilities. Judge John W. Kolwe presides over the case. The Debtor hired Gold, Weems, Bruser, Sues & Rundell, APLC as its legal counsel. ALGODON WINES: Incurs $1.58 Million Net Loss in First Quarter ------------------------------------------------------------- Algodon Wines & Luxury Development Group, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $1.58 million on $1.27 million of sales for the three months ended March 31, 2018, compared to a net loss attributable to common stockholders of $1.81 million on $618,537 of sales for the three months ended March 31, 2017. As of March 31, 2018, Algodon Wines had $7.78 million in total assets, $5.22 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $6.46 million. The Company has generated significant losses which have resulted in a total accumulated deficit of approximately $77.0 million at March 31, 2018. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months. The Company said the aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern. "Our ability to execute our business plan is dependent upon our generating cash flow and obtaining additional debt or equity capital sufficient to fund operations. If we are able to obtain additional debt or equity capital (of which there can be no assurance), we hope to acquire additional management as well as increase the marketing of our products and continue the development of our real estate holdings. "Our business strategy may not be successful in addressing these issues and there can be no assurance that we will be able to obtain any additional capital. If we cannot execute our business plan on a timely basis (including acquiring additional capital), our stockholders may lose their entire investment in us, because we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and we could ultimately be forced to discontinue our operations, liquidate and/or seek reorganization under the U.S. bankruptcy code," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/fk3wkP About Algodon Wines Through its wholly-owned subsidiaries, Algodon Wines & Luxury Development Group, Inc. -- http://www.algodongroup.com/-- invests in, develops and operates real estate projects in Argentina. Based in New York, AWLD operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Algodon Wines reported a net loss attributable to common stockholders of $8.25 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $10.04 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Algodon Wines had $8.34 million in total assets, $4.33 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $5.02 million. Marcum LLP, in New York, the Company's auditor since 2013, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALM MEDIA: S&P Alters Outlook to Negative & Affirms 'B-' CCR ------------------------------------------------------------ S&P Global Ratings revised its rating outlook on New York-based ALM Media LLC to negative from stable. At the same time, S&P affirmed all ratings on the company, including its 'B-' corporate credit rating. S&P said, "Our rating and negative outlook reflect our view that historically weak operating performance and forecasted high leverage in the mid-6x area in 2018 could inhibit ALM's ability to refinance its capital structure before maturity in 2020. Revenue growth and EBITDA generation have been lower than expected over the past 12 months due to challenged end-market volumes and pricing pressures. Despite recent cost-saving initiatives and fewer one-time costs forecast for 2018, we believe the negative operating environment will result in leverage remaining elevated and a debt load that may be unsustainable barring material operational improvements. "The negative outlook reflects our view that the company's debt load may be unsustainable, which could limit its ability to refinance its capital structure before its nearest debt maturities in July 2020. Our expectations include sustained high lease-adjusted leverage in the mid-6x area in 2018, which we view as excessive for a niche company exposed to print ad revenue declines in a challenged operating environment. "We could lower the corporate credit rating if the company does not make material progress on refinancing its debt structure at par by the middle of 2019. We could also lower the rating if we became convinced that the company's debt load were unsustainable as a result of leverage remaining elevated in the mid-6x area or break-even operating cash flows. "We could revise our outlook back to stable if the company successfully executed a refinancing of its capital structure well in advance of its 2020 debt maturities at similar or better terms. We believe this scenario would incorporate favorable operating trends such as stabilizing revenue and growing EBITDA generation that lead to adjusted leverage falling below 6x." AMERICAN UNDERWRITING: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: American Underwriting Services, LLC 1255 Roberts Blvd., Suite 102 Kennesaw, GA 30144 Business Description: American Underwriting Services is a program underwriter based in Atlanta, Georgia. The company specializes in insurance products for the transportation industry, including commercial auto liability, motor truck cargo, auto physical damage, property, and general liability lines of business. http://www.americanunderwritingservices.com/ Chapter 11 Petition Date: May 18, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 18-58406 Debtor's Counsel: Anna Mari Humnicky, Esq. SMALL HERRIN, LLP Suite 200, Two Paces West 2727 Paces Ferry Road Atlanta, GA 30339 Tel: (770) 783-1800 Fax: (404) 332-0315 E-mail: ahumnicky@smallherrin.com - and - Gus H. Small, Esq. SMALL HERRIN, LLP Two Paces West, Suite 200 2727 Paces Ferry Road Atlanta, GA 30339 Tel: 770-783-1800 Fax: 404-332-0315 E-mail: gsmall@smallherrin.com Debtor's Chief Restructuring Officer: Kevin Van de Grift GGG PARTNERS, LLC Total Assets: $1.45 million Total Liabilities: $8.38 million The petition was signed by James Russell Wiley, sole SH of The Wiley Group, Inc., manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-58406.pdf AMERICANN INC: Reports Second Quarter Net Loss of $922,000 ---------------------------------------------------------- Americann, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $922,268 on $0 of total revenues for the three months ended March 31, 2018, compared to a net loss of $595,288 on $15,000 of total revenues for the three months ended March 31, 2017. For the six months ended March 31, 2018, the Company reported a net loss of $2.29 million on $0 of total revenues compared to a net loss of $1.03 million on $30,000 of total revenues for the six months ended March 31, 2017. As of March 31, 2018, Americann had $5.41 million in total assets, $2.80 million in total liabilities and $2.61 million in total stockholders' equity. The Company had an accumulated deficit of $10,973,457 and $8,676,825 at March 31, 2018 and Sept. 30, 2017, respectively, and had a net loss of $922,268 and $2,296,632 for the three and six months ended March 31, 2018, respectively. Further, the amount due from WGP of $1,253,604 (before an allowance of $469,699) may not be collectible. The Company said these matters, among others, raise substantial doubt about its ability to continue as a going concern. "While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds through the sale of its securities. The Company filed a Demand for Arbitration against WGP on April 7, 2017. There are no indicators to suggest that the amounts due from WGP will not be collectible. On January 18, 2018, the arbitration panel awarded the Company $1,045,000 plus interest at the rate of 18% per year from April 18, 2015 to January 18, 2018 for $523,023. In addition to the principal and interest awarded of $1,568,023, the Company was also awarded its attorneys' fees and arbitration fees. On March 15, 2018, the arbitration panel issued its final award and awarded the Company $1,761,675. This award consisted of $1,045,000, plus interest at the rate of 18% per year from April 18, 2015 through March 15, 2018 ($550,000), the Company's attorneys' fees and costs ($113,865), and arbitration fees and expenses ($52,810). The American Arbitration Association will also return to the Company $32,562 which the Company paid to the AAA as deposits during the course of the arbitration proceeding. The arbitration award issued on March 15, 2018 is final and not subject to appeal. The Company has not collected on the award as of the filing date of this report. "Management believes that the actions presently being taken to further implement the Company's business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/XHndUK About Americann Headquartered in Denver, Colorado, AmeriCann offers a comprehensive, turnkey package of services that includes consulting, design, construction and financing to approved and licensed marijuana operators throughout the United States. The Company's business plan is based on the anticipated growth of the regulated marijuana market in the United States. Americann reported a net loss of $2.77 million for the year ended Sept. 30, 2017, compared to a net loss of $2.21 million for the year ended Sept. 30, 2016. As of Dec. 31, 2017, Americann had $5.53 million in total assets, $2.97 million in total liabilities and $2.56 million in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Sept. 30, 2017 stating that the Company suffered recurring losses from operations and has an accumulated deficit. These conditions raise significant doubt about the Company's ability to continue as a going concern. AMG INTERNATIONAL: Proposes Auction Sale of Inventory/Equipment --------------------------------------------------------------- AMG International, Inc., asks authority from the U.S. Bankruptcy Court for the District of New Jersey to sell inventory and material handling equipment, including racks, located at 71 Walsh Drive, Parsippany, New Jersey in online and/or live auctions. In order to finance operations, France Sport, S.A., a company incorporated under the laws of the Republic of France, loaned the amount of at least $2,860,000 to the Debtor. The loan was evidenced by a term note, a loan and security agreement, and a recorded UCC-1 financing statement. In accordance with the Loan Documents, France Sport, S.A. asserts a first-priority lien against substantially all of the Debtor's assets, including, without limitation, inventory, goods, accounts, and cash and non-cash proceeds. France Sport, S.A. filed a claim in the case in the amount of $5,460,000. The Debtor is the owner of the Inventory and the Equipment on the Location. Prior to the Petition Date, the Debtor contacted certain competitors and other potentially interested parties in an effort to determine whether these parties had any interest in acquiring any of its assets, including, without limitation, inventory. Being unable to locate potential buyers, the Debtor has decided to pursue online and live auction sales of the Inventory and Equipment. Its decision was made in consultation with France Sport, S.A. and the auctioneer. The Inventory to be sold is from the Debtor's catalogue published in 2016 and is not included in its 2018 catalogue. The Equipment to be sold is owned by the Debtor. The Debtor is not seeking authority to sell, or to assume and assign, any equipment that is leased by the Debtor. The Debtor will file schedules of the Inventory and Equipment available for sale with the understanding that the Debtor reserves the right to withdraw any of the Inventory and Equipment prior to the actual auction commencement dates. By separate application, the Debtor will ask authority to retain A.J. Willner Auctions, an experienced and well respected commercial auctioneer. The auctioneer will conduct an online auction of the Inventory. The Inventory in question is not conducive to a live (on-site) auction, since the overwhelming majority of the Inventory is situated on elevated racks. The auctioneer will also conduct an online and live auction of the Equipment. As of the filing, the online auction will take place immediately following approval of the Motion, while the live auction of the Equipment will take place two weeks following commencement of the online auction. The Equipment will be used in order to facilitate the removal of Inventory from the Location and, consequently, will be removed following any sold Inventory. A.J. Willner Auctions will conduct the live and online auctions. All sales of Inventory and Equipment will be free and clear of claims, liens, interests and encumbrances, with such liens to attach to the proceeds of sale. France Sport, S.A. consents to the foregoing. Additionally, all sales of Inventory and Equipment will be on an "as is, where is" basis and without any representations or warranties. Finally, the Debtor respectfully asks that the Court waives the automatic stay of any order granting the Motion consistent with Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. The Debtor asks approval of these Auction Procedures: a. An online auction of the Inventory will be conducted; b. Online and live (on site) auctions of the Equipment will be conducted; c. The live auction of the Equipment will occur approximately two weeks following commencement of the online auction; d. A.J. Willner will prepare appropriate marketing materials; e. A.J. Willner will include the sales as featured auction listings on its website; f. The auctions will be advertised in The Star Ledger; g. Notice of the auctions will be provided in a bulk mailing; h. The auctions will be advertised on the internet and an online auction will be conducted; i. Bulk e-mail blasts will be sent; j. A.J. Willner will physically arrange items for the live auction; k. A.J. Willner will conduct all bidder registration, provide roving security, bookkeeping, collections, and internet bidding; l. A.J. Willner will supervise the removal of all purchased assets. m. A.J. Willner will collect any and all sales tax; n. A.J. Willner will collect a 10% commission on gross sale proceeds, and will cover all costs associated with marketing and on-site labor; o. A.J. Willner will collect a 10% buyer premium from live bidders and a 15% buyer premium from online bidders; and p. A.J. Willner will provide a final accounting. The Debtor submits that its decision to sell the Inventory and Equipment is a valid exercise of the Debtor's business judgment. The sale of the Inventory and Equipment will result in benefit to the estate, both from receipt of the proceeds of sale as well as the reduction in rents in connection with the later rejection of lease. Finally, the Debtor respectfully asks that the Court waive the automatic stay of any order authorizing the sale(s) of the Inventory and Equipment consistent with Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About AMG International, Inc. AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman Products Worldwide -- http://www.freeman-cma.com/-- is a designer, manufacturer, marketer and distributor of award and recognition products including trophy components, plastic and metal figures, resin awards, plastic and metal engraving stock, ribbons and medals, plaques, clocks, pen sets and executive gift items. The Company distributes one of the largest product lines in the awards and recognition industry throughout both the United States and Canada, as well as internationally. AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25816) on Aug. 3, 2017. In the petition signed by Jean-Francois Lefebvre, its president, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Hon. John K. Sherwood is the case judge. Gibbons, PC, and SEESE, P.A., serve as counsel to the Debtor. The Official Committee of Unsecured Creditors formed in the case retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, as its counsel. AMG INTERNATIONAL: Wheeler Buying Equipment for $20K ---------------------------------------------------- AMG International, Inc., asks authority from the U.S. Bankruptcy Court for the District of New Jersey to sell equipment located at 10637 Hathaway Drive, Santa Fe Springs, California to Wheeler Machinery, Inc., for $20,000. In order to finance operations, France Sport, S.A., a company incorporated under the laws of the Republic of France, loaned the amount of at least $2,860,000 to the Debtor. The loan was evidenced by a term note, a loan and security agreement, and a recorded UCC-1 financing statement. In accordance with the Loan Documents, France Sport, S.A. asserts a first-priority lien against substantially all of the Debtor's assets, including, without limitation, inventory, goods, accounts, and cash and non-cash proceeds. The Debtor was a party to a lease of a non-residential real property relating to commercial warehouse space located on the Premises. It was authorized to reject the Lease effective April 30, 2018. The Debtor undertook substantial efforts to locate a buyer or buyers of the personal property located on the Premises. As a result of these efforts, the Debtor was able to locate, inter alia, a buyer for the Equipment located on the Premises. Absent a sale of these assets, the Debtor would have abandoned the assets in place with the consent of France Sport, S.A. The material terms of the Sale are: a. Seller: The Debtor b. Buyer: Wheeler Machinery, Inc. c. Purchase Price: $20,000 d. Insider: No e. Assets: Equipment listed on Exhibit A f. Location: 10637 Hathaway Drive, Santa Fe Springs, California g. Other: (i) free and clear of claims, liens, interests and encumbrances, and on an "as is, where is" basis without any representations or warranties; (ii) good-faith purchaser protections (11 U.S.C. Section 363(m)); and (iii) waiver of stay (Fed.R.Bankr.P. 6004(h)) The rejection of the Lease was part of the Debtor's overall restructuring efforts. It undertook substantial efforts to locate a buyer or buyers of the assets located on the Premises prior to rejection. As a result of these efforts, the Debtor received, inter alia, an offer for the Equipment from the Buyer for payment in the amount of $20,000, which includes costs associated with the removal and transportation of the Equipment. Absent a sale of the Equipment, the Debtor would abandon the Equipment with the consent of France Sport, S.A. The abandonment has the consent of France Sport, S.A., which asserts a first priority security interest in the Equipment. The Debtor submits that its decision to sell the Equipment is a valid exercise of its business judgment. Again, the sale of the Equipment will result in benefit to the estate. As noted, in the event the Equipment is not sold, the Debtor would likely have to abandon the Equipment in place. Finally, the Debtor respectfully asks that the Court waives the automatic stay of any order granting the Motion consistent with Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/AMG_International_261_Sales.pdf About AMG International AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman Products Worldwide -- http://www.freeman-cma.com/-- is a designer, manufacturer, marketer and distributor of award and recognition products including trophy components, plastic and metal figures, resin awards, plastic and metal engraving stock, ribbons and medals, plaques, clocks, pen sets and executive gift items. The Company distributes one of the largest product lines in the awards and recognition industry throughout both the United States and Canada, as well as internationally. AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25816) on Aug. 3, 2017. In the petition signed by Jean-Francois Lefebvre, its president, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Hon. John K. Sherwood is the case judge. Gibbons, PC, and SEESE, P.A., serve as counsel to the Debtor. The Official Committee of Unsecured Creditors formed in the case retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, as its counsel. APCO HOLDINGS: Moody's Rates New Sr. Sec. Credit Facilities 'B3' ---------------------------------------------------------------- Moody's Investors Service has assigned B3 ratings to APCO Holdings, LLC's (APCO, corporate family rating B3) new senior secured credit facilities, including a $220 million term loan and $20 million revolver. The company is extending the maturities of its credit facilities, and will use proceeds from the new term loan to repay its existing term loan, fund an acquisition and pay related fees and expenses. The rating outlook for APCO is stable. RATINGS RATIONALE Following the refinancing and proposed acquisition, APCO's pro-forma financial leverage will remain high, but the company has the capacity to reduce it over time with its healthy free cash flow, said Moody's. After losing a significant customer in 2017, APCO rebuilt its revenue organically and through acquisitions. The proposed acquisition will help grow the top line and also modestly broaden geographic diversification. Moody's expects the company's interest coverage to remain in the 1.0x to 1.5x range. APCO's ratings reflect its continued progress in enhancing the business profile through new products while maintaining a leading position as a marketer and administrator of vehicle service contracts, its fee-oriented operating model with no material underwriting risk and its very good free-cash-flow metrics. Offsetting these strengths are the company's limited size and its largely monoline business profile, which is strongly tied to US auto sales and economic cycles. The vehicle service contract industry has some large, well-established competitors, including third-party administrators, insurers and original equipment manufacturers. Other risks include the company's aggressive financial leverage and weak interest coverage. Factors that could lead to an upgrade of APCO's ratings include: (i) sustained track record of reducing financial leverage, (ii) EBITDA - capex coverage of interest consistently exceeding 2x, and (iii) free-cash-flow to- debt ratio consistently exceeding 10%. Factors that could lead to a rating downgrade include: (i) delay in reducing financial leverage, (ii) EBITDA - capex coverage of interest consistently below 1.2x, or (iii) free-cash-flow-to-debt ratio below 5%. Moody's has assigned the following ratings (and loss given default (LGD) assessments): $20 million five-year senior secured revolving credit facility rating at B3 (LGD3); $220 million seven-year senior secured term loan at B3 (LGD3). APCO also has $27 million of subordinated paid-in-kind debt maturing in 2023 (unrated). If the funding mix shifts toward a higher proportion of subordinated debt and a lower proportion of senior secured borrowings on a sustained basis, Moody's could upgrade the senior secured facility ratings. Moody's will withdraw the B3 ratings from APCO's existing senior secured credit facilities upon closing of the refinancing, as these facilities will be repaid and terminated. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in September 2017. APCO is a leading marketer and administrator of vehicle service contracts and complementary products sold by auto dealers throughout the US and Canada. Based in Norcross, Georgia, APCO uses an employee sales force and a network of independent agents that specialize in serving the auto dealer community to market its EasyCare, GWC and private label products. The company's gross revenue for 2017 was $282 million. APCO HOLDINGS: S&P Hikes Issuer Credit Rating to B, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings said it raised its long-term issuer credit rating on APCO Holdings Inc. (APCO) to 'B' from 'B-'. The outlook is stable. S&P said, "In conjunction with the higher issuer credit rating, we assigned a 'B' debt rating to the company's senior secured credit facility. The recovery rating is a '3', indicating lenders could expect meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The facility consists of a $20 million revolver maturing in 2023 and a $220 million first-lien term loan due in 2025. "We also assigned our 'B' issuer rating to APCO Super Holdco LP, which is the parent where the audited financials reside. APCO Holdings, LLC, which is wholly owned by APCO Super Holdco LP and core to it, is the intermediate holding company and borrower of the debt. "The upgrade of APCO reflects a number of factors including our revised treatment of the company's preferred shares, which we now exclude from our leverage and coverage ratios following the company's amendment of its preferred shares agreement; expected more favorable terms on the proposed new term loan from the refinancing; and stabilized and improving performance trends. "Following the company's amendment to its preferred shareholder agreement in April 2018, we now treat the preferred units as equity instead of debt. Although majority owner Ontario Teachers' Pension Plan (OTPP) practice has been to issue preferred units and common units as a stapled set, the amended limited partnership agreement now explicitly adds a provision that staples the preferred units with the class A common units. In addition to the stapling, the preferred units meet all other requirements for equity treatment as outlined in our criteria. Although OTPP also holds APCO's $27 million subordinated debt (about 12% of total debt, excluding the $166 million preferred), given its relatively small piece in the overall capital structure, the subordinated position, and the significant 85% equity interest of OTPP, we believe it is still in OTPP's interest to act in behalf of the equity holders in relation to the preferred instrument. The revised treatment of the preferred units as equity has a material impact on our financial ratios: Full-year 2017 leverage excluding the preferred is about 5.5x, compared to 10.5x when the preferred is included as debt, and coverage excluding the preferred units is about 2.1x, compared to 1.1x including the preferred payment in kind interest." APCO is proposing to refinance its $170 million term loan B with a new $220 million term loan. The company will use the incremental debt to fund its acquisition of a Midwest agent that provides vehicle service contracts, guaranteed asset protection, and ancillary products and services to over 270 automobile dealers across 26 states. The agent is a sizable acquisition for APCO, at over 10% of combined EBITDA, and we believe it fits with APCO's overall product suite and will expand APCO's agency network across the U.S. S&P said, "We believe the refinancing that will fund the acquisition will also result in modestly improved cost of capital (the company's current term loan B has a rate of LIBOR plus 600 basis points) and improve liquidity through covenant relief. The current facility has a term-loan leverage covenant with fairly modest cushion (15% as of year-end 2017). We expect the refinanced secured facility to be covenant lite, consisting only of a springing revolver covenant, which will be unsprung at transaction close (given undrawn revolver)." From a credit perspective, leverage as of year-end 2017 pro-forma for the refinancing and annualized earnings for the acquisition increases slightly to 6.0x (compared to 5.5x as of year-end 2017 excluding the preferred; 10.5x as of year-end 2017 including the preferred as debt). From a performance standpoint, APCO stabilized in the second half of 2017 and into 2018, following difficulties in the past year related to the loss of one of its largest client and lower-than-expected used-car sales volume. S&P said, "The company's largest client lost represented about 11% of total EBITDA, but we believe the loss was isolated and not related to service issues or competitive pressures at the company. Following the largest client loss, the company no longer has any material dealer concentrations, with its top dealer group now at about 3% of revenues. Although full-year 2017 revenues and EBITDA showed modest declines due to the largest client loss, the company has now replenished the lost revenue, with various new business and strategic initiatives enhancing its value proposition to dealerships. We expect the company to experience modest revenue and earnings growth in 2018 stemming from the business picked up from the acquisition, roll-out of a technological dealership-management system, and further organic growth in its target market." S&P said, "The stable outlook reflects our expectation that earnings and cash flows will improve modestly over the next year, with steady credit-protection measures. We expect revenue growth of 12%-15% (due to the acquisition in combination with low single digit organic growth), and margins in the 28%-32% range. For full-year 2018, we expect leverage to remain relatively steady in the 6x-6.5x range and coverage above 2x. "We could lower the rating in the next 12 months if leverage increases above 7x, or if EBITDA interest coverage falls below 2x due to performance misses and/or more-aggressive financial policies. We may also consider a downgrade if we believe the company's competitive position is deteriorating, as demonstrated by lack of successful execution on organic and inorganic strategies and meaningful business losses or margin contraction. "An upgrade is unlikely over the next year given the company's reliance on auto sales, limited scale in the market in which it competes, and lack of presence with the larger national players and original equipment manufacturers. Additionally, we expect leverage to remain well above 5x and coverage to be between 2x and 2.5x. We could consider an upgrade if management significantly improves operating performance or repays the debt, such that leverage decreases to less than 5x and EBITDA interest coverage increases to around 3x on a sustained basis. -- S&P has updated its recovery analysis of APCO; the recovery ratings remain at '3'. -- S&P's simulated default scenario contemplates a payment default in 2021 arising from significant client losses or pricing pressure from competitors. -- S&P has valued the company on a going-concern basis using a 5.5x multiple (the mid-point of 5x-6x for insurance services companies) of our projected emergence EBITDA. -- Year of default: 2021 -- Emergence EBITDA: $26 million -- EBITDA multiple: 5.5x -- Gross enterprise value (EV): $141 million -- Net EV (after 5% administrative costs) $134 million -- Obligor/non-obligor valuation split: 100%/0% -- Collateral value available to first-lien lenders: $134 million -- $20 million revolver: 85% drawn -- Secured first-lien debt: $239 million -- Recovery expectations: 55% -- Collateral value available to second-lien lenders: Zero -- Secured second-lien debt: $27 million -- Recovery expectations: 0% Note: All debt amounts include six months of prepetition interest. APEX XPRESS: Taps CohnReznick as Appraiser ------------------------------------------ Apex Xpress, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an appraiser. The Debtor proposes to employ CohnReznick LLP to conduct an appraisal to estimate the fair market value, orderly liquidation value, and forced liquidation value of certain tractors, trailers, vehicles, machinery and equipment it owns. CohnReznick will charge a fee of $18,000 for its services. In addition to this fee, the Debtor will reimburse the firm for work-related expenses. These costs are covered as an additional charge of 5% of the total professional fees. Patricia McGarr, national director of valuation advisory services with CohnReznick, disclosed in a court filing that she and her firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Patricia L. McGarr CohnReznick LLP 200 South Wacker Drive, Suite 2600 Chicago, IL 60606-5829 Phone: 312-508-5900 About Apex Xpress Apex Xpress, Inc., formerly known as Apex Trucking, provides transportation services. The Company offers copier, car, and motorcycle transportation services, as well as warehousing, copier installation, prepping, flatbed and building services. The Company has locations in Secaucus, New Jersey, Brooklyn, Maryland and Brockton, Massachusetts. Apex Xpress Inc. filed for bankruptcy protection (Bankr. N.J. Case No. 18-13134) on Feb. 16, 2018. In the petition signed by Robert M. Cerchione, president, the Debtor estimated assets of $1 million to $10 million, and liabilities of $10 million to $50 million. The Hon. Stacey L. Meisel presides over the case. Saul Ewing Arnstein & Lehr LLP is the Debtor's counsel. ARCHDIOCESE OF ST. PAUL: Substantive Consolidation Bid Denied ------------------------------------------------------------- The U.S. Court of Appeals, Eighth Circuit upheld the district court's ruling affirming the bankruptcy court's decision denying the Official Committee of Unsecured Creditors' motion for substantive consolidation of the Archdiocese of Saint Paul and Minneapolis and over 200 affiliated non-profit non-debtors (the "Targeted Entities"). In their motion for substantive consolidation (the "Complaint"), the Committee alleges the majority of the Archdiocese's assets are held by the Targeted Entities. The Complaint argues the Archdiocese has "direct control and supervision in all material aspects" of the Targeted Entities, and, therefore, the assets of the Targeted Entities should be treated as the assets of the Archdiocese. In support of this position, the Complaint cites the role the Archdiocese plays in terms of (1) the incorporation of the Targeted Entities under state law; (2) the oversight of financial and property-related decision-making; (3) the management of priest employment and diocese-wide employment policies; (4) the management of excess parish funds (the Inter-Parish Loan Fund) and parish insurance premiums (the General Insurance Fund); and (5) the operational changes to affiliated non-parish entities. The 8th Circuit holds that in extraordinary circumstances, the broad equitable powers under 11 U.S.C. section 105(a) grant the bankruptcy court the authority to substantively consolidate certain entities. The court's powers under section 105(a), however, are limited by explicit statutory provisions, such as 11 U.S.C. section 303(a). Section 303(a) protects bona fide non-profit organizations from involuntary bankruptcy. The Committee failed to plausibly allege sufficient facts to negate the non-profit non-debtor status of the Targeted Entities. The Targeted Entities, therefore, are entitled to the protections under section 303(a) and cannot be involuntarily substantively consolidated with Debtor. The Appeals Court understands the Committee's sincere attempts at recovery for a class of creditors who have suffered greatly by clergy abuse. However, global consolidation of all entities in the Archdiocese is not authorized by the Bankruptcy Code. There are remedies available in the Bankruptcy Code to address specific abuses by Debtor or other entities if they exist. Substantive consolidation of all related entities, however, is not one of those remedies. Accordingly, the judgment of the district court is affirmed. A full-text copy of the 8th Circuit's Decision dated April 26, 2018 is available at: http://bankrupt.com/misc/mnb15-30125-1187.pdf About the Archdiocese of St. Paul The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3,999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC, d/b/a Alliance Management, as financial advisor; Lindquist & Vennum LLP as attorney; Regnier Consulting Group, Inc., as loss reserve analyst; and CliftonLarsonAllen LLP, as accountant. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer was appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. The Committee tapped Lamey Law Firm, P.A., as its conflict counsel. Other dioceses across the county have commenced Chapter 11 bankruptcy cases to address and settle claims from current and former parishioners who say they were sexually molested by priests. ARECONT VISION: May 25 Meeting Set to Form Creditors' Panel ----------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 25, 2018, at 10:00 a.m. in the bankruptcy case of Arecont Vision Holdings, LLC. The meeting will be held at: Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Arecont Vision Glendale, California-based Arecont Vision -- https://www.arecontvision.com -- is in the business of designing, manufacturing, distributing and selling IP-based megapixel cameras for use in video surveillance applications globally, serving a broad range of industries including data centers, government, retail, financial, sports stadiums and healthcare. Glendale, California-based Arecont Vision Holdings, LLC and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11142) on May 14, 2018. The other affiliates are Arecont Vision, LLC and Arecont Vision IC DISC. Holdings listed under $0 to $50,000 in assets and under $50 million to $100 million in liabilities. The petition was signed by Scott T. Avila, the Company's chief restructuring officer. The Hon. Christopher S. Sontchi presides over the case. James E. O'Neill, Esq., Ira D. Kharasch, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as counsel to the Debtors. Imperial Capital, LLC is the Debtors' investment bankers and Armory Strategic Partners, LLC is the financial advisor. Omni Management Group is the claims and noticing agent. ARECONT VISION: Taps Omni Management as Claims Agent ---------------------------------------------------- Arecont Vision Holdings, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group, Inc. as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Omni will charge these hourly rates: Analyst $25 to $40 Consultant $50 to $125 Senior Consultant $140 to $155 Equity Services $175 Technology/Programming $85 to $135 Prior to the petition date, the Debtors provided Omni a retainer in the sum of $10,000. Brian Osborne, president of Omni, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Omni can be reached through: Brian Osborne Omni Management Group, Inc. 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 Fax: 818-783-2737 Email: lacontact@omnimgt.com About Arecont Vision Holdings Arecont Vision Holdings, LLC -- https://www.arecontvision.com/ -- is in the business of designing, manufacturing, distributing and selling IP-based megapixel cameras for use in video surveillance applications globally, serving a broad range of industries including data centers, government, retail, financial, sports stadiums and healthcare. The company offers seven megapixel product families ranging from MegaVideo, single-sensor cameras from 1 to 10 megapixels and SurroundVideo multi-sensor cameras from 8 to 40 megapixels at various price points. Arecont differentiates itself from its competitors with in-house technology development capabilities, with 18 issued patents. It is headquartered in Glendale, California. Arecont Vision Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-11142 to 18-11144) on May 14, 2018. In the petitions signed by Scott T. Avila, chief restructuring officer, the Debtors estimated assets of less than $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their legal counsel; Imperial Capital LLC as investment banker; and Armory Strategic Partners, LLC, as financial advisor. AVERY LAND: Taps Mac Restructuring as Interest Rate Expert ---------------------------------------------------------- Avery Land Group, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Mac Restructuring Advisors, LLC. The firm will provide interest rate expert services, which include reviewing the Debtor's historic financial performance; reviewing any other expert reports prepared in the Debtor's Chapter 11 case; assisting the Debtor in conducting bankruptcy analyses and planning; and provide other services. The firm will charge an hourly fee of $355 for its services. Mac is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Avery Land Group Avery Land Group, LLC, has been in business since 2013 in the development of agricultural land and planned residential communities. Kingman Farms parent company Avery Land Group, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14995) on Sept. 9, 2016. In the petition signed by Manager James M. Rhodes, the Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. The Hon. August B. Landis is the case judge. The Debtor tapped Brett A. Axelrod, Esq., at Fox Rothschild, LLP, as bankruptcy counsel, and The Bach Law Firm, LLC, as conflicts counsel. No official committee of unsecured creditors has been appointed in the case. BAILEY RIDGE: Hires Growthland Ag Realty as Realtor --------------------------------------------------- Bailey Ridge Partners LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Growthland Ag Realty, Inc., as realtor to the Debtor. Bailey Ridge requires Growthland Ag Realty to market and sell the Debtor's real properties. Growthland Ag Realty will be paid a commission of 3% from the sales price. David A. Dodgen, a member of Growthland Ag Realty, 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. Growthland Ag Realty can be reached at: David A. Dodgen GROWTHLAND AG REALTY, INC. 1012 12th St. N, Suite 738 Humboldt, IA 50548-1246 Tel: (515) 332-1863 About Bailey Ridge Partners Bailey Ridge Partners LLC, based in Kingsley, Iowa, filed a Chapter 11 petition (Bankr. N.D. Iowa Case No. 17-00033) on Jan. 11, 2017. The petition was signed by Floyd Davis, its managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. The Debtor is represented by Donald H. Molstad, Esq., at Molstad Law Firm. On March 2, 2017, the Office of the U.S. Trustee appointed the official committee of unsecured creditors. The Committee retained Goldstein & McClintock LLLP as lead counsel; Dickinson Mackaman Tyler & Hagen, P.C., as Iowa counsel; and Houlihan & Associates, P.C., as accountant. BASS DRUM INVESTMENTS: Hires Villeda Law as Attorney ---------------------------------------------------- Bass Drum Investments, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Villeda Law Group, as attorney to the Debtor. Bass Drum Investments requires Villeda Law to: (a) provide legal advice to the Debtor on its powers and duties as Debtor in Possession; (b) review and negotiate claims made by the Debtor's creditors; (c) draft and file any necessary application, answers, motions, orders, and/or reports, and any other legal documents necessary in this proceeding; (d) prepare, file and serve a Disclosure Statement and Plan of Reorganization and any amendments or supplemental documents thereto and represent the Debtor in all Court hearings and other meeting with respect to case administration; and (e) assist, advise, and represent the Debtor in any litigation matters, including, but not limited to, adversary proceedings. Villeda Law will be paid at these hourly rates: Attorneys $250 to $400 Paralegals $75 to $175 Legal Assitants $25 Villeda Law will be paid a retainer in the amount of $10,000, plus $2,500 for expenses and filing fee. Villeda Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Antonio Villeda, a partner at Villeda 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. Villeda Law can be reached at: Antonio Villeda, Esq. VILLEDA LAW GROUP 6316 North 10th Street, Bldg. B McAllen, TX 78504 Telephone: (956) 631-9100 Facsimile: (956) 631-9146 Email: avilleda@mybusinesslawyer.com About Bass Drum Investments Bass Drum Investments, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-70157) on April 30, 2018. The Debtor hired Villeda Law Group, as counsel. BELK INC: S&P Alters Outlook to Negative & Affirms 'B-' CCR ----------------------------------------------------------- S&P Global Ratings revised its outlook on the Charlotte, N.C.-based regional department store operator Belk Inc. to negative from stable. At the same time, S&P affirmed the 'B-' corporate credit rating. S&P said, "Additionally, we affirmed the issue-level rating on the company's secured first-lien term loan at 'B-'. The '3' recovery rating is unchanged and indicates our expectation for meaningful recovery (50% to 70%; rounded estimate: 50%) in the event of default or bankruptcy. "The outlook revision reflects our expectation that Belk's competitive performance will remain under pressure as evidenced by the merchandising and promotional missteps in the fourth quarter of fiscal year ended Feb. 2018 (i.e., holiday merchandise did not resonate well with its core, Southern woman customer base; and increased promotional selling was required to clear inventory). Notwithstanding steps being taken to address these challenges, we expect comparable-store sales to remain challenged and margins to deteriorate in 2018, given our anticipation for aggressive promotional activity, especially in the first half of the fiscal year. "The negative outlook reflects our expectation that performance will remain under pressure over the next several quarters because of the potentially lingering effects of merchandising and product pricing missteps in the fourth quarter of the fiscal year ended Feb. 2018. We expect credit metrics will deteriorate over the next 12 months, with leverage around 6x and fixed charge coverage ratio in the mid-1.0x range at the end of fiscal 2018, and about $50 million in free operating cash flow generation. The negative outlook also considers the adverse impact of performance uncertainty and the company's ability execute on initiatives on Belk's medium-term ability to refinance its ABL facility due 2021. "We could lower the rating if we believed Belk was incapable of regaining its competitive footing and we viewed the capital structure as potentially unsustainable. This could occur if the company loses market share and Belk was not able to profitably retain customers through improved omnichannel capabilities or in-store experiences. This scenario would likely result in persistent and meaningful declines in comparable-store sales, accompanied by margin deterioration ahead of our forecast and negative free operating cash flow. We would also lower the rating if we thought the company would pursue a debt exchange that we considered distressed. "Although unlikely in the next several quarters given the time for the company to execute on initiatives, we could revise the outlook to stable if the company manages to steady operating performance, such that we expect credit metrics to improve modestly, including leverage approaching the mid- to low-5x area and fixed-charge coverage ratio in the high-1.0x area or better. This would likely by driven by effective merchandising and greater full-price selling, resulting in modestly positive comparable-store sales growth, an approximately 100 basis point (bp) improvement above our base-case adjusted EBITDA margin, and free operating cash flow generation approaching $100 million or more." BEN BEATTY: Bankruptcy Court Disallows T. Barnwell Claims --------------------------------------------------------- Judge James J. Robinson of the U.S. Bankruptcy Court for the Northern District of Alabama entered a ruling sustaining three of Debtors Benjamin Allan Beatty and Ben Beatty Custom Homes, LLC's objections to Creditors' claims and overruling one objection to Creditors' claims. Benjamin Alan Beatty and the limited liability company through which he operated a home construction business, Ben Beatty Custom Homes, LLC each filed a petition for relief under chapter 11 of the Bankruptcy Code. BAB and Homes have filed proposed plans to reorganize. The Debtors have filed objections to claims filed by creditors Tony Barnwell and David and Shannon Coker. Barnwell filed a claim in each case for $15,040 (claim #6-1 in Homes' case, and claim #8-1 in BAB's case). Likewise, the Cokers filed claims in each case for $128,485.16 (claim #5-1, -2, -3 in Homes' case, and claim #7-1, -2 in BAB's case). The court conducted an evidentiary hearing on the Debtors' objections to the Creditors' claims on April 5, 2018. The Creditors alleged that Homes breached the Construction Contracts it entered into with each of them. In essence, they assert that Homes failed to complete the construction of their respective residences as required by the contracts and that the incomplete construction was not performed in a workmanlike manner. The Creditors alleged that due to Homes' breach, they were required to expend substantial sums to finish the construction and repair the deficiencies in the partial work performed by Homes. Notably, there was no evidence offered by any party that compared the projected values of the residences if they had been completed as required by the Construction Contracts with their values as actually completed with all the alleged defects and deficiencies. Per the Construction Contract, Barnwell agreed to pay $192,600 for Homes to build Barnwell's house according to certain plans and specifications, neither of which was offered into evidence. However, attached to the contract was a "list of work to be completed" which included a basic itemization of the labor and materials Homes agreed to provide, including dollar allowances for certain line items. Although the court agrees with Barnwell that he had to spend an additional $15,040 to complete the construction, he did not take into account that he would have owed Homes an additional $46,600 if Homes had completed construction, plus $7,201.02 for the extra concrete pad. Thus, not accounting for the extra concrete pad, Barnwell saved $31,560 by completing construction himself. Based on the evidence before the court, the only issue the court may decide is how much of Barnwell's $15,040 claims should be allowed in each case. The answer is simple: none. Not only is Homes due a credit of $7,201 for the cost of the extra concrete pad, the balance of Barnwell's claims is more than offset by the amount Barnwell saved by completing the construction himself and not paying the balance due on the Construction Contract. Per the Construction Contract, the Cokers agreed to pay $373,144 for Homes to build their house according to certain plans and specifications, neither of which was offered into evidence. However, attached to the contract was a "list of work to be completed" which included a basic itemization of labor and materials Homes agreed to provide, including dollar allowances for certain line items. The Coker's claim against Homes totals $128,485 ($111,033 to complete construction plus $17,452 additional construction loan interest). However, by completing construction themselves, the Cokers saved the $43,230 that remained owing on the Construction Contract, and Homes is due a credit for that amount, thereby reducing the Cokers’ claim to $85,255. The court concluded that the $4,500 and $1,000 the Cokers claimed for the chert driveway and topsoil, respectively, were not included under the contract and should be disallowed, thus reducing their claim to $79,755. Finally, the court concluded that Homes was entitled to credit for the following extras: $3,450 for driveway excavation and gravel; $2,500 for additional recessed lights; $5,294 for the lifetime roofing; and $11,809 for the upgraded windows and doors. Those credits total $23,053 and reduce the Cokers' claim to $56,702. Based on this, the Court orders that: (1) Claim #6-1 in the amount $15,040 filed by Creditor Tony Barnwell in the case of Ben Beatty Custom Homes, LLC is disallowed in its entirety and the Debtor's objection is sustained. (2) Claim #8-1 in the amount $15,040 filed by Creditor Tony Barnwell in the case of Benjamin Alan Beatty is disallowed in its entirety and the Debtor's objection is sustained. (3) Claim #5-1, -2, -3 in the amount $128,485.16 filed by Creditors David and Shannon Coker in the case of Ben Beatty Custom Homes, LLC is allowed in the amount of $56,702 and the Debtor's objection is overruled to the extent said claim is allowed. (4) Claim #7-1, -2 in the amount $128,485.16 filed by Creditors David and Shannon Coker in the case of Benjamin Alan Beatty is disallowed in its entirety and the Debtor's objection is sustained. A full-text copy of the Court's Order and Opinion dated April 25, 2018 is available at: http://bankrupt.com/misc/alnb17-41009-11-125.pdf Benjamin Alan Beatty sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 17-41008) and Beatty Custom Homes LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 17-41009) on May 31, 2017, listing under $100,000 in assets and under $500,000 in liabilities. Beatty Custom is in the residential building construction business. The Debtors tapped Tameria S. Driskill, Esq., as bankruptcy in counsel. BIG HEARTED BOOKS: Bankr. Court Terminates Use of Cash Collateral ----------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts entered an order denying Debtor Big Hearted Books and Clothing LLC's emergency motion for authority to use cash collateral. Upon consideration of various factors, including Byline Bank's limited objection to the motion and the representations and arguments made by counsel to the Debtor, the Bank, and the United States trustee at the hearing held on April 23, 2018, and, in particular, the following: (a) the Debtor's projections of revenue offered at the March 23, 2018 hearing on the Cash Collateral Motion were materially inflated and its projections of expenses were materially underestimated and inaccurate, (b) the Debtor's gross income for the past 30-days was approximately one tenth of its projections as the Debtor obtained no revenue during that period from sales on either Amazon or eBay, resulting in a $633,706 variance, (c) the Debtor's losses which were in excess of $200,000 for the period of March 19, 2018 through April 18, 2018,3 (d) the Debtor has abandoned its online sales business on Amazon and eBay due to its inability to fund shipping costs, (e) the Debtor's accountant prepared a summary of liabilities incurred from March 19, 2018 to April 20, 2018 that reflects that the Debtor has incurred approximately $279,904.91 in postpetition debts without regard to professional fees, (f) the Debtor's counsel, while challenging the magnitude of the loss, acknowledged at the hearing that postpetition debts incurred since the filing date are at least $175,000, (g) the expenses of moving the Debtor's premises will be approximately $100,000 and those expenses are not included in the Debtor's projections for the next 30 days, (h) the Debtor's projections for the next 30-days forecast a loss of approximately $29,000 without regard to moving expenses, the Court finds and rules as follows: (a) The Debtor has had negative cash flow since the petition date. The Debtor's financial condition is deteriorating each week, as it is accruing substantial post-petition liabilities, including liabilities for rent. Its cash on hand in its DIP and payroll accounts have declined to minimal levels since the petition date. (b) The interests of secured creditors in the Debtor's cash collateral are rapidly diminishing in value and the value will further decrease with the Debtor's continued use of cash collateral. The Debtor is unable to provide the Bank and other secured creditors with interests in its cash collateral with adequate protection for their interests. Accordingly, the Cash Collateral Motion is denied. The Debtor is ordered to turn over all cash collateral to the Bank's attorney pending further order of the Court. The bankruptcy case is in re: BIG HEARTED BOOKS AND CLOTHING LLC., Chapter 11, Debtor, Case No. 18-10950-JNF (Bankr. D. Mass.). A full-text copy of the Court's Order dated April 24, 2018 is available at https://bit.ly/2IEzgDA from Leagle.com. Big Hearted Books and Clothing LLC, Debtor, represented by James P. Ehrhard, Ehrhard & Associates, P.C. John Fitzgerald, Assistant U.S. Trustee, represented by Paula R.C. Bachtell -- Paula.bachtell@usdoj.gov. -- U.S. Department of Justice Office of the United States Trustee. About Big Hearted Books and Clothing Big Hearted Books and Clothing, LLC, is a socially conscious, for-profit, book and textile reuse company. The Company's mission is to keep books, media, clothing, and other reusable items out of landfills by getting them back into the hands of people who can use them. The Company was established in 2009 to collect unwanted media, including books, records, CDs, video games and DVDs. The Company now has over 1,300 donation drop-off containers in Massachusetts, New Hampshire, Connecticut, and Rhode Island. Big Hearted Books and Clothing LLC sought Chapter 11 protection (Bankr. D. Mass. Case No. 18-10950) on March 19, 2018. In the petition signed by Kevin Howard, manager, the Debtor estimated $1 million to $10 million both in assets and liabilities. Judge Joan N. Feeney is the case judge. James P. Ehrhard, Esq., at Ehrhard & Associates, P.C., is the Debtor's counsel. Gray Gray & Gray LLP, is the accountant to the Debtor. BLACKPOINT LAND: Seeks to Hire TB Harris as Appraiser ----------------------------------------------------- Blackpoint Land Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ TB Harris, Jr. and Associates, as appraiser to the Debtors. Blackpoint Land requires TB Harris to perform appraisal services to the Debtor in the Chapter 11 bankruptcy proceeding in order to establish values for the real estate the Debtor owns. TB Harris 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. TB Harris, Jr., licensed appraiser of TB Harris, Jr. and 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. TB Harris can be reached at: TB Harris, Jr. TB HARRIS, JR. AND ASSOCIATES 1430 S Mint St. Suite 102 Charlotte, NC 28203 Tel: (704) 334-4686 About Blackpoint Land Holdings Blackpoint Land Holdings, LLC, is a residential real estate developer. It is the fee simple owner of 61.8 acres subdivided into 37 lots in Newland, North Carolina, having a current value of $661,800. Blackpoint Land Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-10135) on March 30, 2018. In the petition signed by Karen Salle, manager, the Debtor disclosed $846,998 in assets and $1.52 million in liabilities. Judge George R. Hodges presides over the case. BLINK CHARGING: Reports $21.9 Million Net Loss for First Quarter ---------------------------------------------------------------- Blink Charging Co. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common shareholders of $21.86 million on $595,920 of total revenues for the three months ended March 31, 2018, compared to a net loss attributable to common shareholders of $3.85 million on $595,620 of total revenues for the three months ended March 31, 2017. As of March 31, 2018, Blink Charging had $11.70 million in total assets, $9.04 million in total liabilities and $2.65 million in total stockholders' equity. As of March 31, 2018, the Company had cash, working capital and an accumulated deficit of $9,946,654, $2,212,757 and $154,231,190, respectively. During the three months ended March 31,2018, the Company generated net income of $2,204,088, but a loss from operations of $3,801,939. The Company has not yet achieved profitability from operations. Subsequent to March 31, 2018, the Company issued an aggregate of 957,619 shares of the Company's common stock pursuant to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross proceeds of $4,069,881. The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least twelve months from the issuance date of these financial statements. Thereafter, the Company will need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future operations. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. Liquidity and Capital Resources During the three months ended March 31, 2018, the Company financed its activities from proceeds derived from debt and equity financing. A significant portion of the funds raised from the sale of capital stock have been used to cover working capital needs and personnel, office expenses and various consulting and professional fees. For the three months ended March 31, 2018 and 2017, the Company used cash of $4,814,971 and $783,135, respectively, in operations. The Company's cash use for the three months ended March 31, 2018 was primarily attributable to its net income of $2,204,088, adjusted for net non-cash income in the aggregate amount of $3,173,205, and $3,845,854 of net cash used in changes in the levels of operating assets and liabilities. During the three months ended March 31, 2018, cash used in investing activities was $21,499, which was used to purchase charging stations and other fixed assets. Net cash used in investing activities was $206 during the three months ended March 31, 2017, which was used to purchase charger cables. Net cash provided by financing activities for the three months ended March 31, 2018 was $14,597,973, of which, $16,243,055 was attributable to the proceeds from the sale of common stock and warrants in its public offering, reduced by issuance costs related to the public offering of $1,190,082 that were paid by us during the period. In addition, $305,000 was provided in connection with the issuances of notes payable, offset by the repayment of notes payable of $760,000. "We believe our current cash on hand is sufficient to meet our obligations, operating and capital requirements for at least the next twelve months from the date of this filing. Thereafter, we will need to raise further capital, through the sale of additional equity or debt securities, or other debt instruments to support our future operations. Our operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. There is also no assurance that the amount of funds we might raise will enable us to complete our development initiatives or attain profitable operations. If we are unable to obtain additional financing on a timely basis, we may have to curtail our development, marketing and promotional activities, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue our operations and liquidate. "Since inception, our operations have primarily been funded through proceeds from equity and debt financings. Although management believes that we have access to capital resources, there are currently no commitments in place for new financing at this time... and there is no assurance that we will be able to obtain funds on commercially acceptable terms, if at all," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Y4PjD4 About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/,http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is an owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. The Company's name change to Blink Charging from Car Charging Group, Inc., integrates the Company's largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data. Blink Charging reported a net loss attributable to common shareholders of $79.63 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, the Company had $2.68 million in total assets, $38.78 million in total liabilities, $825,000 in series B convertible preferred stock, and a total stockholders' deficiency of $36.91 million. BLINK CHARGING: Signs $342,000 Office Lease ------------------------------------------- Blink Charging Co., through its wholly owned subsidiary Car Charging, Inc., entered into an Office Lease Agreement on April 20, 2018. The Lease is a three-year lease agreement for 3,425 square feet of office space in Miami Beach, Florida beginning June 1, 2018 and ending May 31, 2021. Monthly lease payments amount to $9,500 for a total of approximately $342,000 to be paid over the course of the Term. The Company and the landlord have the option to cancel the contract after the first year with a 90-day written notice. Unregistered Sales of Equity Securities As previously reported by the Company, it had previously issued 12,005 shares of its Series D Convertible Preferred Stock to an investor. On May 7, 2018, the Company received a notice of conversion from the investor to convert 4,368 shares of the Series D Preferred with a stated value of $4,368,000 at the conversion price of $3.12 per share into 1,400,000 shares of the Company's common stock. On May 10, 2018, the Company effected the Conversion and issued the investor 1,400,000 shares of common stock. These securities were not registered under the Securities Act of 1933, as amended, but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2). About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/,http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is an owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. The Company's name change to Blink Charging from Car Charging Group, Inc., integrates the Company's largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data. Blink Charging reported a net loss attributable to common shareholders of $79.63 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, the Company had $2.68 million in total assets, $38.78 million in total liabilities, $825,000 in series B convertible preferred stock, and a total stockholders' deficiency of $36.91 million. As of March 31, 2018, Blink Charging had $11.70 million in total assets, $9.04 million in total liabilities and $2.65 million in total stockholders' equity. BOLDER ENTERPRISES: Hires Dickensheet & Associates as Appraiser --------------------------------------------------------------- Bolder Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Dickensheet & Associates, Inc., as appraiser to the Debtor. Bolder Enterprises requires Dickensheet & Associates to appraise the Debtor's personal property assets including furniture, fixtures and equipment, vehicles, and inventory which the Debtor uses in its ongoing business. Dickensheet & Associates will be paid at the hourly rate of $120 for the preparation of the auction and liquidation value. Dickensheet & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Christine Dickensheet, a partner at Dickensheet & 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. Dickensheet & Associates can be reached at: Christine Dickensheet DICKENSHEET & ASSOCIATES, INC. 1501 West Weley Ave. Denver, CO 80223 Tel: (303) 934-8322 About Bolder Enterprises Bolder Enterprises, LLC, is a merchant wholesaler of groceries and related products in Denver, Colorado. It conducts business under the name Boulder Natural Meats. Bolder Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-13666) on April 30, 2018. In the petition signed by P&B Enterprises, LLC, owner, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Elizabeth E. Brown presides over the case. BUSINESS SOLUTIONS: Taps Vincent's Bookkeeping as Accountant ------------------------------------------------------------ Business Solutions Transport, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Vincent's Bookkeeping Services Inc. as its accountant. The firm will prepare the Debtor's monthly operating reports; oversee bankruptcy reporting; and provide other accounting services necessary for the operation of its business. Vincent's Bookkeeping was paid an initial retainer of $5,000. Once the retainer is exhausted, the firm will be paid $500 per week. Tim Vincent, president of Vincent's Bookkeeping, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Tim Vincent Vincent's Bookkeeping Services Inc. 38345 30th St. East Suite C-1 Palmdale, CA 93550 Phone: (661) 299-6611 Email: tim@vincentsbooks.net About Business Solutions Transport Business Solutions Transport, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12637) on March 9, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired Bleau Fox, a P.L.C., as its legal counsel. C&D COAL: $10.4M Sale of All Assets to PPMT Approved ---------------------------------------------------- Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized C&D Coal Co., LLC, and Derry Coal Co., LLC to sell substantially all their assets to PPMT Capital Advisors Ltd., or its designee or assignee, in the amount of $8,930,000, plus $1,500,000 for the Yealy Trust Property. The auction was conducted on April 23, 2018. The sale hearing was held on April 24, 2018. The sale is free and clear of all liens, claims, encumbrances, interests, and other interests of any kind and every kind whatsoever. Without limiting the generality of the foregoing, the sale and transfer of the Purchased Assets, the Kingston Leases, the Kingston Lease Rights and the Yealy Trust Property, are being and will be conveyed to the Buyer "as is, where is" and without any other representation or warranty. At Closing, all of the proceeds of the Sale Transaction, will be payable and deliverable as follows: (i) the Deposit Remainder ($1,000,000 less the $50,000 Post-Closing Cure Reserve Amount) will be transferred to the Debtors, (ii) the balance of the Purchase Price (less the Deposit) will be paid by the Buyer and distributed, at Closing, as follows: (a) $480,000 to counsel for the Debtors to be held in escrow pending payment of the Stalking Horse Break-up Fee and Expense Reimbursement, with any amount of the Expense Reimbursement that is not subsequently paid to the Stalking Horse in accordance with paragraph 23 of this Order to be distributed to the Debtors, (b) $1,170,000 to RTB, (c) $774,700 to the Debtors, (d) $5,535,300 to Kingston, and (e) $1,500,000 for the Yealy Trust Property purchase price paid to the Yealy Trust. Except for any costs of sale or Cure Amounts to be paid from the Post-Closing Cure Reserve Amount, the Debtors will not make any other disbursement at Closing, unless authorized and approved by further Order of Court. Pursuant to sections 105(a) and 365 of the Bankruptcy Code, and subject to and conditioned upon the Closing under the Purchase Agreement, the Debtors' assumption and the Debtors and Kingston's sale and assignment to the Buyer, and the Buyer's assumption on the terms set forth in the Sale Order, the Purchase Agreement and the Assignment and Assumption Agreement, of the Assigned Contracts is approved. At the Closing, an amount equal to the Post-Closing Cure Reserve Amount (or such lesser amount as the Debtors and Buyer may agree) will be deposited into the Escrow Account. So long as such Post-Closing Cure Reserve Amount will have been deposited into the Escrow Account, the Debtors are authorized and directed, without further delay or the need for further Court approval or order, to assume, and the Debtors and Kingston are authorized and directed, without further delay or the need for further Court approval or order, to sell and assign the Assigned Contracts that are the subject of any objections to the Cure Amounts timely asserted by a non-Debtor counterparty to an Assigned Contract. If the aggregate Cure Amounts payable from the Post-Closing Cure Reserve Amount (excluding any Cure Amounts which Kingston has agreed to pay under the Purchase Agreement) exceeds $50,000, the Buyer will be responsible for funding and paying such excess amount. There will be no rent accelerations, assignment fees, increases or any other fees or premiums charged to, or rights of set-off or recoupment asserted or exercised against, the Buyer or its affiliates or designees as a result of the assumption, sale or assignment by the Debtors or Kingston to the Buyer or its designees of the Assigned Contracts, and the validity of such assumption, sale or assignment will not be affected by any dispute, defense, claim, right of set-off or recoupment, right of first refusal or offer or otherwise, between the Debtors, Kingston, or any of their affiliates and any counter-party to any Assigned Contract. At Closing, the Debtors, with the consent and joinder of the Committee, will file a notice, pursuant to Fed. R. Civ. P. 41(a)(1)(A) made applicable by Fed. R. Bankr. P. 7041, dismissing the Kingston Adversary Proceeding with prejudice. Within three business days after closing on the Alternative Transaction, the Stalking Horse will be entitled to payment of the Break-up Fee of $280,000, which will be payable as an allowed administrative expense claim arising in the Debtors' Bankruptcy Cases under Sections 503(b) and 507(a)(2) of the Bankruptcy Code, without further Order of Court. Within 14 days of the entry of this Sale Order, the Stalking Horse (or its counsel) will file with the Court and serve upon counsel for the Debtors, Kingston and the Official Committee of Unsecured Creditors, an itemization, with supporting detail, of all expenses which the Stalking Horse seeks to have paid pursuant to the Expense Reimbursement, along with a request for payment of the Expense Reimbursement, and a statement explaining that (i) such expenses meet the standard for reimbursement as set forth in Calpine Corp. v. O'Brien Environmental Energy, Inc., 181 F.3d 527 (3rd Cir 1999), and (ii) the Stalking Horse has provided all non-attorney-client privileged and/or work-product due diligence inspection reports in accordance with Sections 1.04(c) and 1.05(b) of the Stalking Horse Agreement. The Stalking Horse Purchase Agreement is terminated. Termination of the Stalking Horse Purchase Agreement will not affect, in any way, the Stalking Horse's entitlement to the Break-up Fee and Expense Reimbursement or the Debtors' obligation to pay the Stalking Horse’s Break-up Fee and Expense Reimbursement within three business days after closing on the Alternative Transaction. The automatic stay under section 362 of the Bankruptcy Code is modified to the extent necessary to allow the Buyer and Kingston to take all actions necessary to consummate the Sale Transaction as provided in the Purchase Agreement, the other Transactional Documents, and the Sale Order. Notwithstanding the provisions of Bankruptcy Rule 6004(h) and 6006(d), the Sale Order will be effective and enforceable immediately and will not be stayed. About C&D Coal Company and Derry Coal Company C&D Coal Company, LLC, and Derry Coal Company, LLC, both based in Derry, PA, filed Chapter 11 petitions (Bankr. W.D Pa. Case Nos. 16-24726 and 16-24727) on Dec. 22, 2016. The petitions were signed by Jimmy Edward Cooper, managing member. The cases are not jointly administered. Judge Gregory L. Taddonio presides over the case of C&D. Judge Thomas P. Agresti was initially assigned to Derry Coal's case but Judge Taddonio later took over. The Debtors are represented by Robert O Lampl, Esq., at Robert O. Lampl, Attorney at Law. C&D estimated $10 million to $50 million in assets and liabilities. Derry Coal estimated $1 million to $10 million in assets and liabilities. On Jan. 17, 2017, Andrew R. Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors in C&D's case. The committee retained Whiteford, Taylor & Preston, LLC as counsel; and Albert's Capital Services, LLC as financial advisor. No official committee of unsecured creditors has been appointed in Derry Coal's case. The Debtors filed their proposed Chapter 11 plans and disclosure statements. CARE ONE HOME: Seeks to Hire Cohen Legal as Counsel --------------------------------------------------- Care One Home Health, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Cohen Legal Services, P.A., as counsel to the Debtor. Care One Home requires Cohen Legal 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 the 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; e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Cohen Legal will be paid at the hourly rate of $375. Cohen Legal will be paid a retainer in the amount of $9,500. Cohen Legal incurred fees in preparation for the filing of the petition through May 1, 2018 in the amount of $1,181, plus the filing fee of $1,717, for a total of $2,898, which amount was applied from the retainer, leaving a balance of $6,602 as of the petition date. Cohen Legal will also be reimbursed for reasonable out-of-pocket expenses incurred. Rachamin Cohen, a partner at Cohen Legal Services, 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. Cohen Legal can be reached at: Rachamin Cohen, Esq. COHEN LEGAL SERVICES, PA 12 SE 7th Street, Suite 805 Fort Lauderdale, FL 33301 Tel: (305) 570-2326 E-mail: rocky@cohenlegalservicesfl.com About Care One Home Health Care One Home Health, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-15256) on May 1, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Rachamin Cohen, Esq., at Cohen Legal Services, PA. CAREVIEW COMMUNICATIONS: Reports First Quarter Net Loss of $4.8M ---------------------------------------------------------------- Careview Communications, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.80 million on $1.58 million of net revenues for the three months ended March 31, 2018, compared to a net loss of $5 million on $1.49 million of net revenues for the three months ended March 31, 2017. Revenue increased approximately $85,000 for the three months ended March 31, 2018 as compared to the same period in 2017. This increase is a direct result of hospitals with billable units improving from 97 on March 31, 2017 to 105 on March 31, 2018. Of the 105 hospitals with billable units on March 31, 2018, four hospital groups accounted for 48% of the total. Billable units (RCPs and Nurse Stations) for all hospitals totaled 7,951 (7,425 and 526, respectively) on March 31, 2018 as compared to 8,001 (7,485 and 516, respectively) on March 31, 2017. As of March 31, 2018, Careview Communications had $12.51 million in total assets, $79.33 million in total liabilities and a total stockholders' deficit of $66.81 million. The Company's cash position at March 31, 2018 was approximately $1,739,000. At March 31, 2018, the Company also had $2,500,000 included in restricted cash in other assets on the condensed consolidated balance sheet. Pursuant to the terms of a Note and Warrant Purchase Agreement dated April 21, 2011 (as subsequently amended) with HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP the Company is required to maintain a minimum cash balance $2,000,000, and the Company is in compliance with the minimum cash balance as of the date of May 15, 2018. The Company has evaluated if cash and cash equivalents on hand and cash generated through operating activities would be sufficient to sustain projected operating activities through May 15, 2019. "We anticipate that our current resources, along with cash generated from operations, will not be sufficient to meet our cash requirements throughout the evaluation period, including funding anticipated losses and scheduled debt maturities. We expect to seek additional funds from a combination of dilutive and/or non-dilutive financings in the future. Because such transactions have not been finalized, receipt of additional funding is not considered probable under current accounting standards. If we do not generate sufficient cash flows from operations and obtain sufficient funds when needed, we expect that we would scale back our operating plan by deferring or limiting some, or all, of our capital spending, reducing our spending on travel, and/or eliminating planned headcount additions, as well as other cost reductions to be determined. Because such contingency plans have not been finalized (the specifics would depend on the situation at the time), such actions also are not considered probable for purposes of current accounting standards. Because, under current accounting standards, neither future cash generated from operating activities, nor management's contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company's ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support its cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or non-dilutive financings. There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all." A full-text copy of the Form 10-Q is available for free at: https://is.gd/k9VADu About CareView Communications Headquartered in Lewisville, Texas, CareView Communications, Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. Careview Communications incurred a net loss of $20.07 million in 2017 following a net loss of $18.66 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Careview had $12.11 million in total assets, $74.26 million in total liabilities and a $62.15 million total stockholders' deficit. BDO USA, LLP, in Dallas, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CATALYST LIFESTYLES: Hires Abonmarche as Civil Engineers -------------------------------------------------------- Catalyst Lifestyles Sport Resort, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Abonmarche Consultants, Inc., civil engineers to the Debtor. Catalyst Lifestyles requires Abonmarche to provide professional consulting engineering, surveying and architectural services on and as needed basis for the development of the sport resort property owned by the Debtor located northwest of Highway 249 and Ameriplex Drive in Portage, Indiana. Abonmarche will be paid as follows: -- Time and Material up to $25,000; -- Additional fees of $25,000 with written direction from CRO. Abonmarche holds a prepetition unsecured claim in the amount of $21,382. Matt Keiser, office director of Abonmarche Consultants, 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. Abonmarche can be reached at: Matt Keiser ABONMARCHE CONSULTANTS, INC. 17 N. Washington Street Valparaiso, IN 46383 Tel: (219) 850-4624 About Catalyst Lifestyles Sport Resort Catalyst Lifestyles Sport Resort, LLC, is a private development group behind the proposed development of a sport resort in Portage, Indiana. It owns in fee simple interest approximately 170 acres of undeveloped ground in Portage valued at $17 million. Catalyst Lifestyles sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-23131) on Oct. 31, 2017. At the time of the filing, the Debtor disclosed $17 million in assets and $6.67 million in liabilities. Judge James R. Ahler presides over the case. CHANNELVIEW TRUCK: Seeks to Hire NTL Business as Bookkeeper ----------------------------------------------------------- Channelview Truck Stop USA, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ NTL Business Consultants, Inc., as bookkeeper to the Debtor. Channelview Truck requires NTL Business to: -- prepare monthly financial statements; -- reconcile all monthly bank and credit card accounts; and -- provide any other business services directly related to the bankruptcy proceedings; and -- assure the accuracy and timeliness of such documents. NTL Business will be paid at the hourly rate of $150. NTL Business will also be reimbursed for reasonable out-of-pocket expenses incurred. Amber Johnson, head bookkeeper of NTL Business Consultants, 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. NTL Business can be reached at: Amber Johnson NTL BUSINESS CONSULTANTS, INC. 3622 Fairmont Parkway, Suite E Pasadena, TX 77504 Tel: (281) 487-4173 About Channelview Truck Stop USA ChannelView Truck Stop USA LLC is a privately held company in Channelview, Texas which provides refuelling, rest (parking), and other services to motorists and truck drivers. It is a small business debtor as defined in 11 U.S.C. Section 101(51D), posting gross revenue of $765,109 in 2017 and gross revenue of $1 million in 2016. Channelview Truck Stop USA, LLC, based in Highlands, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-31775) on April 5, 2018. In the petition signed by Alex J. Addy, managing member, the Debtor disclosed $130,170 in assets and $1.30 million in liabilities. The Hon. Eduardo V. Rodriguez presides over the case. Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure, Esq., serves as bankruptcy counsel. CHARLES FUQUA: $240K Sale of Charleston Property to Lowells Okayed ------------------------------------------------------------------ Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized the private by Charles W. Fuqua, II and Ruth A. Fuqua of the two commercial building located at 523 Treeline Drive, Charleston, Illinois to Charles Layman Lowell and Kristen Nicole Lowell for $240,000. The sale is free and clear of all Liens. The lien of Prairie State Bank & Trust will attach to the proceeds of the sale. Charles W. Fuqua, II and Ruth A. Fuqua sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-91140) on Oct. 20, 2017. The Debtors tapped Roy Jackson Dent, Esq., at Dent Law Office, Ltd., as counsel. CHARLES FUQUA: $275K Sale of Neoga Residential Property Approved ---------------------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized the private by Charles W. Fuqua, II and Ruth A. Fuqua of the residential property located at 3572 E. 894 N. Road, Neoga, Illinois to Wendell Kemper and Terry Kemper for $275,000. The sale is free and clear of all Liens. The lien of First Federal Savings & Loan Association of Central Illinois, SB will attach to the proceeds of the sale. The Debtors are allowed to sequester $30,000 from the proceeds of the sale in a separate debtor in possession account as their homestead exemption. The net proceeds from the sale will be sequestered in a separate DIP account for the benefit of the general, unsecured creditors. Charles W. Fuqua, II and Ruth A. Fuqua sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-91140) on Oct. 20, 2017. The Debtors tapped Roy Jackson Dent, Esq., at Dent Law Office, Ltd., as counsel. CHINA COMMERCIAL: Delays Filing of First Quarter Form 10-Q ---------------------------------------------------------- China Commercial Credit, Inc., was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 on a timely basis because the Company requires additional time to work with its auditors and legal counsel to prepare and finalize the Form 10-Q. The Company anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date. About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- is a financial services firm operating in China. Its mission is to fill the significant void in the market place by offering lending, financial guarantee and financial leasing products and services to a target market which has been significantly under-served by the traditional Chinese financial community. The Company's current operations consist of providing direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals in the city of Wujiang, Jiangsu Province. China Commercial incurred a net loss of US$10.69 million for the year ended Dec. 31, 2017, compared to a net loss of US$2.58 million for the ended Dec. 31, 2016. As of Dec. 31, 2017, China Commercial had US$7.16 million in total assets, US$12.43 million in total liabilities and a total shareholders' deficit of US$5.27 million. The report from the Company's independent accounting firm Marcum Bernstein & Pinchuk LLP on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CHINA COMMERCIAL: Unit Gets Exclusive Control Over Beijing Youjiao ------------------------------------------------------------------ Wujiang Luxiang Information Technology Consulting Co. Ltd. ("WFOE"), a limited liability company formed under the laws of the PRC, which is an indirectly wholly-owned subsidiary of China Commercial Credit, Inc., entered into a series of agreement, also known as the VIE Agreements, with Beijing Youjiao Technology Limited and Aizhen Li, the sole shareholder of Beijing Youjiao. The VIE Agreements are designed to provide WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Beijing Youjiao, including absolute control rights and the rights to the management, operations, assets, property and revenue of Beijing Youjiao. The purpose of the VIE Agreements is solely to give WFOE the exclusive control over Beijing Youjiao's management and operations. Beijing Youjiao has the requisite license to carry out used luxurious car leasing business in China. The Company plans to carry out the used luxurious car leasing business through Beijing Youjiao. Exclusive Business Cooperation Agreement Pursuant to the Exclusive Business Cooperation Agreement between Beijing Youjiao and WFOE, WFOE provides Beijing Youjiao with technical support, consulting services and management services on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, Beijing Youjiao granted an irrevocable and exclusive option to WFOE to purchase from Beijing Youjiao, any or all of Beijing Youjiao's assets at the lowest purchase price permitted under the PRC laws. Should WFOE exercise such option, the parties will enter into a separate asset transfer or similar agreement. For services rendered to Beijing Youjiao by WFOE under this agreement, WFOE is entitled to collect a service fee calculated based on the time of services rendered multiplied by the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of WFOE based on the value of services rendered by WFOE and the actual income of Beijing Youjiao from time to time, which is substantially equal to all of the net income of Beijing Youjiao. The Exclusive Business Cooperation Agreement will remain in effect for ten years unless it is terminated by WFOE with 30-day prior written notice. Beijing Youjiao does not have the right to terminate the agreement unilaterally. WFOE may unilaterally extend the term of this agreement with prior written notice. Share Pledge Agreement Under the Share Pledge Agreement among Beijing Youjiao, Aizhen Li and WFOE, Aizhen Li pledged all of her equity interests in Beijing Youjiao to WFOE to guarantee the performance of Beijing Youjiao's obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in any event of default, as set forth in the Share Pledge Agreement, including that Beijing Youjiao or Aizhen Li breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, WFOE, as pledgee, will be entitled to certain rights, including, but not limited to, the right to dispose of the pledged equity interest in accordance with applicable PRC laws. WFOE will have the right to collect any and all dividends declared or generated in connection with the equity interest during the term of pledge. The Share Pledge Agreement will be effective until all payments due under the Exclusive Business Cooperation Agreement have been paid by Beijing Youjiao. WFOE will cancel or terminate the Share Pledge Agreement upon Beijing Youjiao's full payment of fees payable under the Exclusive Business Cooperation Agreement. Exclusive Option Agreement Under the Exclusive Option Agreement, Aizhen Li irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in Beijing Youjiao. The option price is equal to the capital paid in by Aizhen Li subject to any appraisal or restrictions required by applicable PRC laws and regulations. The agreement remains effective for a term of ten years and may be renewed at WFOE's election. Power of Attorney Under the Power of Attorney, Aizhen Li authorized WFOE to act on her behalf as her exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders' meetings; (b) exercising all the shareholder's rights, including voting, that shareholders are entitled to under the laws of China and the Articles of Association of Beijing Youjiao, including but not limited to the sale or transfer or pledge or disposition of shares held by Aizhen Li in part or in whole; and (c) designating and appointing on behalf of Aizhen Li the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of Beijing Youjiao. Although it is not explicitly stipulated in the Power of Attorney, the term of the Power of Attorney will be the same as the term of that of the Exclusive Option Agreement. This Power of Attorney is coupled with an interest and will be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as Aizhen Li is a shareholder of Beijing Youjiao. Timely Reporting Agreement To ensure Beijing Youjiao promptly provides all of the information that WFOE and the Company need to file various reports with the SEC, a Timely Reporting Agreement was entered between Beijing Youjiao and the Company. Under the Timely Reporting Agreement, Beijing Youjiao agreed that it is obligated to make its officers and directors available to the Company and promptly provide all information required by the Company so that the Company can file all necessary SEC and other regulatory reports as required. Although it is not explicitly stipulated in the Timely Reporting Agreement, the parties agreed its term will be the same as that of the Exclusive Business Cooperation Agreement. Unregistered Sales of Equity Securities On May 10, 2018, the Company issued 1,336,314 shares of its common stock, par value $0.001 per share, at the per share purchase price of $0.78 to certain "non-U.S. Persons" as defined in Regulation S of the Securities Act of 1933, as amended pursuant to the securities purchase agreement dated April 28, 2018 since all the closing conditions of the SPA have been satisfied when the Company obtained required license to carry out the used luscious car leasing business by having WFOE enter into the VIE Agreements . The issuance and sale is exempted from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder. About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- is a financial services firm operating in China. Its mission is to fill the significant void in the market place by offering lending, financial guarantee and financial leasing products and services to a target market which has been significantly under-served by the traditional Chinese financial community. The Company's current operations consist of providing direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals in the city of Wujiang, Jiangsu Province. China Commercial incurred a net loss of US$10.69 million for the year ended Dec. 31, 2017, compared to a net loss of US$2.58 million for the ended Dec. 31, 2016. As of Dec. 31, 2017, China Commercial had US$7.16 million in total assets, US$12.43 million in total liabilities and a total shareholders' deficit of US$5.27 million. The report from the Company's independent accounting firm Marcum Bernstein & Pinchuk LLP on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CMS FLORAL GALLERY: Hires Steidl and Steinberg as Counsel --------------------------------------------------------- CMS Floral Gallery, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Steidl and Steinberg, P.C., as counsel to the Debtor. CMS Floral Gallery requires Steidl and Steinberg to represent and provide legal services in the Chapter 11 bankruptcy proceedings. Steidl and Steinberg will be paid at the hourly rate of $300. Steidl and Steinberg will be paid a retainer in the amount of $5,000, and $1,717 filing fee. Steidl and Steinberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher M. Frye, a partner at Steidl and Steinberg, 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. Steidl and Steinberg can be reached at: Christopher M. Frye, Esq. STEIDL & STEINBERG, P.C. Suite 2828, 707 Grant Street Pittsburgh, PA 15219 Tel: (412) 391-8000 E-mail: Chris.frye@steidl-steinberg.com About CMS Floral Gallery CMS Floral Gallery, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-21711) on April 30, 2018, estimating under $1 million in assets and liabilities. The Debtor hired Christopher M. Frye, Esq., at Steidl and Steinberg, P.C., as counsel. COMMUNITY HEALTH: Stockholders Elected 10 Directors --------------------------------------------------- Community Health Systems, Inc. held its Annual Meeting on May 15, 2018, at which the stockholders: (1) elected John A. Clerico, Michael Dinkins, James S. Ely III, John A. Fry, Tim L. Hingtgen, William Norris Jennings, M.D., Ranga K. Krishnan, MBBS, Julia B. North, Wayne T. Smith and James H. Williams, Ph.D. as directors of the Company for terms that expire at the 2019 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified; (2) approved the advisory resolution regarding the Company's executive compensation; (3) approved the amendment and restatement of the 2009 Stock Option and Award Plan, which was approved by the Company's Board of Directors as of March 14, 2018, subject to stockholder approval at the Annual Meeting; and (4) ratified the appointment of Deloitte & Touche LLP, as the Company's independent registered public accountants for 2018. The fifth proposal described in the Company's proxy statement for the Annual Meeting, a stockholder proposal entitled "Clean Energy Resolution", was not voted upon at the Annual Meeting because neither the proponent, nor a representative of the proponent, attended the Annual Meeting to present the stockholder proposal. About Community Health Community Health -- http://www.chs.net/-- is a publicly-traded hospital company in the United States and an operator of general acute care hospitals and outpatient facilities in communities across the country. Community Health was originally founded in 1986 and was reincorporated in 1996 as a Delaware corporation. The Company provides healthcare services through the hospitals that it owns and operates and affiliated businesses in non-urban and selected urban markets throughout the United States. As of Dec. 31, 2017, the Company owned or leased 125 hospitals included in continuing operations, with an aggregate of 20,850 licensed beds, comprised of 123 general acute care hospitals and two stand-alone rehabilitation or psychiatric hospitals. Community Health is headquartered in Franklin, Tennessee. Community Health reported a net loss of $2.39 billion on $15.35 billion of net operating revenues for the year ended Dec. 31, 2017, compared to a net loss of $1.62 billion on $18.43 billion of net operating revenues for the year ended Dec. 31, 2016. As of March 31, 2018, Community Health had $17.31 billion in total assets, $17.48 billion in total liabilities, $523 million in redeemable non-controlling interests in equity of consolidated subsidiaries and a total stockholders' deficit of $701 million. * * * In May 2018, S&P Global Ratings lowered its corporate credit rating on Brentwood, Tenn.-based hospital operator Community Health Systems to 'CCC-' from 'CCC+' and placed the rating on CreditWatch with negative implications. In May 2018, Fitch Ratings had downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. The rating action results from Fitch viewing the transaction as a distressed debt exchange (DDE). CONCORDIA INT'L: Seeks Court's OK on Recapitalization Transaction ----------------------------------------------------------------- The Ontario Superior Court of Justice issued, on May 2, 2018, an interim order in the Canada Business Corporations Act proceedings of the Concordia Entities, which, authorizes, among other things, the holding of separate meetings of secured shareholders, in each case to consider and vote upon a proposed transaction to realign the capital structure of Concordia International Corp. In addition, May 9, 2018 has been fixed as the record date for determining the applicable holders of secured debt, unsecured debt, and common shares entitled to receive notice of and vote at the meetings. The meetings are currently scheduled to be held on June 19, 2018. Following the meetings, Concordia International expects to seek final court approval of the recapitalization transaction on June 26, 2018, or such other date as may be set the Court. The proposed recapitalization transaction would, among other things, raise new equity capital of $586.5 million, reduce Concordia International's total outstanding debt by about $2.4 billion and reduce its annual interest costs by approximately $171 million. Concordia International said it intends to continue operating its business and satisfying its obligations to employees, suppliers and customers in the ordinary course while it pursues the implementation of the recapitalization transaction. The Concordia Entities includes Concordia International Corp., Concordia Healthcare (Canada) Limited, Concordia Laboratories Inc. SARL, Concordia Pharmaceuticals Inc SARL, Concordia Investments (Jersey) Limited, Concordia Financing (Jersey) Limited, Amdipharm Holdings SARL, Amdipharm AG, Amdipharm BV, Amdipharm Limited, Amdipharm Mercury Holdco UK Limited, Amdipharm Mercury UK Ltd., Concordia Holdings (Jersy) Limited, Concordia Investment Holdings (UK) Limimted, Concordia International RX (UK) Limited, ABCUR AB, Mercury Pharmaceuticals Limited, Focus Pharma Holdings Limited, Focus Pharmaceuticals Limited Mercury Pharma (Generics) Limited, Mercury Pharmaceuticals (Ireland) Limited, and Mercury Pharma International Limited. About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As at Dec. 31, 2017, Concordia had US$2.32 billion in total assets, US$4.23 billion in total liabilities and a total shareholders' deficit of US$1.91 billion. * * * In October 2017, Moody's Investors Service downgraded the Corporate Family Rating of Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family Rating reflects its very high financial leverage, ongoing operating headwinds, and imminent risk of a debt restructuring. Moody's estimates adjusted debt/EBITDA will exceed 9.0x over the next 12 months as earnings decline on a year over year basis." Also in October 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." COREL CORP: S&P Raises Corp Credit Rating to 'B', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on Ottawa-based Corel Corp. to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, S&P Global Ratings raised its issue-level rating on the company's proposed term loan issuance of US$250 million to 'B' from 'B-'. The '3' recovery rating on the debt is unchanged and indicates our expectation of meaningful (50%-70%; rounded estimate of 65%) recovery in the event of default." Finally, S&P Global Ratings lowered its issue-level rating on Corel's proposed US$10 million senior secured revolving credit facility to 'B' from 'B+', and revised its recovery rating on the debt to '3' from '1'. The proceeds from the proposed US$250 million term loan issuance will be used to refinance Corel's existing debt of about US$71 million and to upstream about US$188 million in dividends to its financial sponsor. As a result, the proposed dividends to the shareholders will be US$50 million lower than S&P's previous expectation. Pro forma the transaction, adjusted debt-to-EBITDA will be below 4x. S&P said, "The upgrade reflects our view of lower leverage levels driven by the company's revised financing plans to raise a US$250 million term loan compared to the previous expectation of US$300 million. Because of lower debt, we now expect Corel's adjusted debt-to-EBITDA to be below 4.0x from our previous expectation of about 4.5x based on our adjusted EBITDA projection for 2018. We expect risks surrounding the company's revenue sustainability given Corel's matured products and significant concentration of cash flows from those products pose inherent risks to the company's credit profile. However, we believe Corel's lower leverage will sufficiently mitigate these risks in the near term. "We raised our issue-level rating on the company's proposed term loan issuance, driven by the higher corporate credit rating, but the recovery rating on the term loan remains unchanged at '3'. The downgrade on the proposed revolving credit facility reflects our view that the debt ranks pari passu with the term loan. As a result, we expect lower recovery prospects for the facility that will be in line with the recovery estimate on the term loan, leading to the recovery rating revision to '3' from '1'. The stable outlook reflects our view that Corel will maintain adjusted debt-to-EBITDA of below 4.0x and adjusted FOCF-to-debt above 15% over the next 12 months driven by its stable profitability and positive FOCF generation. We expect the company's cash flow generation to be driven by Corel's successful execution of its organic growth strategy for its mature and acquired products. "We could lower the rating over the next 12 months if the company's adjusted debt-to-EBITDA increases above 5x and adjusted FOCF-to-debt drops below 10%. This could happen if Corel is unable to address the increasing competition in the packaged software market due to its high reliance on mature products, which continue to lose market share, thus pressuring the company's profitability and free cash flow generation. Alternatively, we could lower the rating if the company performs a debt funded shareholder remuneration leading to adjusted debt to EBITDA to increase above 5x. "We expect a rating upside is unlikely in the next 12 months driven by Corel's financial sponsor ownership and high cash flow concentration from mature products. Nevertheless, we could raise the ratings in the next 12 months if the company successfully executes its organic revenue growth strategy and uses its excess cash flow to reduce debt. Under this scenario, we would expect Corel's adjusted debt-to-EBITDA to fall below 3x and adjusted FOCF-to-debt to improve above 20% on a sustained basis. At the same time, we would also expect the financial sponsor to demonstrate a commitment to a conservative financial policy such that credit measures remain at or below 3x." COUNTRY CLUB AT THE PARK: Taps Romano as Real Estate Broker ----------------------------------------------------------- Country Club at the Park LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire a real estate broker. The Debtor proposes to employ Romano Real Estate Corporation in connection with the lease or sale of its office building located at 600 S. Country Club Road, Tucson, Arizona. Romano will get a commission of 5% of the sales price. In the event another real estate company is involved in the transaction, the commission will be divided equally with the other broker. Meanwhile, if Romano is the only broker involved in a lease transaction, the firm will get a commission of 5% of the scheduled base rent for the first 60 months, plus 2 1/2% of the scheduled base rent for the next 60 months, plus 1 1/4% of the rent for the remainder of the term. If another broker represents the tenant, the commission will be 6% of the scheduled base rent for the first 60 months, plus 3% of the scheduled base rent for the next 60 months, plus 1 ½ of the rent for the remainder of the term. Romano has no connections with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Bruce A. Romano Romano Real Estate Corporation 3900 E. Via Palomita Tucson, AZ 85718 Tel: 520.577.1000 Fax: 520.577.2700 About Country Club at the Park, LLC Country Club at the Park LLC, based in Tucson, Arizona, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-12733) on October 26, 2017. Kasey C. Nye, Esq., at Kasey C. Nye, Lawyer, PLLC, serves as bankruptcy counsel. Country Club at the Park LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The company owns in fee simple interest a real property located at 600 South Country Club Rd, Tucson, Arizona, valued by the Company at $2.59 million. Its gross revenue amounted to $77,250 in 2016 and $234,235 in 2015. In its petition, the Debtor estimated $2.62 million in assets and $1.39 million in liabilities. The petition was signed by Clark Vaught, trustee of manager. The Debtor tapped Kasey C. Nye, Lawyer, PLLC, as its legal counsel. CUSTOM BLINDS: Hires Grobstein Teeple as Financial Advisor ---------------------------------------------------------- Custom Blinds and Components, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Grobstein Teeple LLP, as financial advisor to the Debtor. Custom Blinds requires Grobstein Teeple to: 1. provide business and liquidation valuations of the Debtor in connection with its plan of reorganization; 2. prepare reports or schedules as necessary to support the valuations; 3. provide expert testimony as necessary with respect to the value of the Debtor and 4. render such other financial advisory advice and services as the Debtor may require in connection with this Chapter 11 case and any related proceedings. Grobstein Teeple will be paid at these hourly rates: Partners $350 to $475 Managers & Directors $275 to $295 Staff & Senior Accountants $$85 to $195 Paraprofessionals $125 Grobstein Teeple will also be reimbursed for reasonable out-of-pocket expenses incurred. Wei M. Liu, CEO of Grobstein Teeple LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Grobstein Teeple can be reached at: Wei M. Liu, Esq. GROBSTEIN TEEPLE LLP 6300 Canoga Avenue, Suite 1500W Woodland Hills, CA 91367 Tel: (818) 532-1020 About Custom Blinds and Components Custom Blinds and Components, Inc. -- https://www.cbc-contract.com/ -- is a distributor of window covering components including faux wood blinds, vertical blinds, and roller shade. The company has been supplying window covering to the multi-family market since 2010. Custom Blinds currently operates out of a 32,000-square-foot facility in Chino, California. Custom Blinds and Components sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10621) on Jan. 26, 2018. In the petition signed by Wei Liu, CEO, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Scott H. Yun presides over the case. The Debtor tapped Arent Fox LLP as its legal counsel, and Grobstein Teeple LLP, as financial advisor. DIRECTVIEW HOLDINGS: Delays Filing of Its Quarterly Report ---------------------------------------------------------- Directview Holdings, Inc. was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended March 31, 2018 by the May 15, 2018 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Company is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended March 31, 2018 to be incorporated in the Quarterly Report. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. About Directview Holdings Through its subsidiaries, DirectView Holdings, Inc.'s business operates within two divisions (i) security and surveillance, and (ii) video conferencing services. The Company is headquartered in Boca Raton, Florida. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com/ DirectView incurred a net loss of $1.55 million in 2017 compared to a net loss of $4.79 million in 2016. As of Dec. 31, 2017, DirectView had $2.50 million in total assets, $14.74 million in total liabilities and a total stockholders' deficit of $12.23 million. The report from the Company's independent accounting firm Assurance Dimensions on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company had a net loss and cash used from operations of approximately $1.5 million and $420,000, respectfully for the year ended of Dec. 31, 2017 and a working capital deficit of approximately $13 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DORADO COMMUNITY: Amended Plan Outline Conditionally Okayed ----------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico conditionally approved Dorado Community Health Inc.'s amended disclosure statement filed on April 7, 2018. Acceptances or rejections of the Amended Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Amended Disclosure Statement and/or the confirmation of the Amended Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Amended Disclosure Statement and the confirmation of the Amended Plan and of such objections as may be made to either will be held, for cause, on June 6, 2018 at 9:00 A.M. at the U.S. Bankruptcy Court, José V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. The Troubled Company Reporter previously reported that the monthly payment to unsecured creditors under the plan has been reduced to $83.33. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb17-01565-11-96.pdf About Dorado Community Health, Inc. Dorado Community Health Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-01565) on March 7, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jaime Rodriguez Perez, Esq. at Hatillo Law Office. The Debtor hired Fuertes & Fuertes Law Office, as counsel; and Julio Borges-Alvarado, as accountant. Acting United States Trustee, Guy G. Gebhardt, filed a Notice of Appointment before the U.S. Bankruptcy Court for the District of Puerto Rico naming Edna Diaz De Jesus as the Patient Care Ombudsman for Dorado Community Health, Inc. DUBLIN MANAGEMENT: Hires Mr. Seaver as CFO and Bookkeeper --------------------------------------------------------- Dublin Management Associates of NJ, Inc. t/a Lynch Industries, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Mr. John Seaver, as independent contractor, CFO, and bookkeeper to the Debtor. Dublin Management requires Mr. Seaver to collect account receivables, bookkeeping, accounting and related tasks for the Debtor. Mr. Seaver will be paid at these hourly rates: Mr. Seaver has received the following payments from the Debtor in the prior 90 days from the petition date: -- Feb. 23, 208 $85,750 -- Bi-weekly salary $6,596 Mr. Seaver will also be reimbursed for reasonable out-of-pocket expenses incurred. John Seaver, 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. About Dublin Management Associates Dublin Management Associates of New Jersey, Inc., doing business as Lynch Industries, is in the window and lobby displays and cutouts business. Dublin Management Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-14501) on March 7, 2018. In the petition signed by Michael Carrozza, president and CEO, the Debtor $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtor hired Albert A. Ciardi, III, Esq. of Ciardi Ciardi & Astin, P.C. as bankruptcy counsel. An official committee of unsecured creditors was appointed in the Debtor's case. The Committee retained Trenk, DiPasquale, Della Fera & Sodono, P.C., as its legal counsel. EDEN HOME: Seeks to Hire Langley, Gravely, as Special Counsels -------------------------------------------------------------- Eden Home, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Langley & Banack, and Gravely & Pearson, L.L.P., as special counsels to the Debtor. Eden Home requires Langley, Gravely, to represent the Debtor in the case entitled J.E. Dunn Const. Co. v. Eden Home, Inc., Cause No. C-2015-0183D, pending in the 433rd Judicial District in Comal County, Texas, and represent the Debtor at the mediation scheduled on May 21, 2018 in said case. Langley, Gravely, will be paid at these hourly rates: Shareholders $225 to $250 Paralegal/Law Clerk $75 The Debtor owed Gravely & Pearson $935,517 for prepetition services rendered. The firms will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firms are 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. Langley, Gravely, can be reached at: Marc E. Gravely, Esq. GRAVELY & PEARSON, L.L.P. 425 Soledad, Suite 600 San Antonio, TX 78205 Tel: (210) 472-1111 Fax: (210) 472-1110 E-mail: MGravely@gplawfirm.com William W. Sommers, Esq. LANGLEY & BANACK, INC. 745 E Mulberry Ave, Ste. 700 San Antonio, TX 78212 Tel: (210) 736-6600 E-mail: wsommers@langleybanack.com About Eden Home Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill Communities -- https://www.edenhill.org/ -- is a not-for-profit, faith-based organization that provides independent living, affordable housing, assisted living, skilled nursing and rehabilitation, long-term care and memory care services. The EdenHill Communities Transportation Department provides ADA services in support of seniors and individuals with disabilities. Eden Home, Inc., d/b/a EdenHill Communities, f/k/a Eden Home for the Aged, Incorporated, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50608) on March 16, 2018. In the petition signed by Laurence P. Dahl, CEO and executive director, the Debtor estimated assets and liabilities $10 million to $50 million. The Debtor is represented by Dykema Cox Smith. The case is assigned to Judge Craig A. Gargotta. ENUMERAL BIOMEDICAL: Taps Hamilton Brook as Special Counsel ----------------------------------------------------------- Enumeral Biomedical Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Hamilton, Brook, Smith & Reynolds, P.C. as special counsel. The firm will provide legal services to the company and its affiliates regarding intellectual property matters, which include the preparation of filings necessary to maintain their intellectual property and assisting the Debtors in the transfer of their intellectual property in connection with their Chapter 11 plan. The firm will seek compensation based upon its normal and usual hourly rates and will seek reimbursement of expenses. Deirdre Sanders, Esq., a shareholder of Hamilton, disclosed in a court filing that all members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Hamilton can be reached through: Deirdre E. Sanders, Esq., Hamilton, Brook, Smith & Reynolds, P.C. Middlesex Green 530 Virginia Road Concord, MA 01742 Phone: 978.341.0036 E-mail: Deirdre.Sanders@hbsr.com E-mail: info@hbsr.com About Enumeral Biomedical Headquartered in Cambridge, Massachusetts, Enumeral Biomedical Holdings, Inc., formerly doing business as Cerulean Group, Inc. -- http://www.enumeral.com/-- is a biopharmaceutical company focused on discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company utilizes a proprietary platform technology that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. Its initial focus is on the development of a pipeline of next generation monoclonal antibody drugs targeting established and novel immuno-modulatory receptors. Enumeral Biomedical Holdings, Inc., Enumeral Biomedical Corp., and Enumeral Securities Corporation sought for Chapter 11 protection (Bankr. D. Mass. Case Nos. 18-10280 to 18-10282) on Jan. 29, 2018. Kevin G. Sarney, interim president and CEO, signed the petitions. Judge Frank J. Bailey is the case judge for Case Nos. 18-10280 and 18-10281, and Judge Joan N. Feeney is assigned to Case No. 18-10282. At the time of filing, Enumeral Biomedical Holdings disclosed $1.6 million in assets and $2.54 million in debt. Daniel C. Cohn, Esq., and Jonathan Horne, Esq., at Murtha Cullina LLP, serve as the Debtors' counsel. FANSTEEL INC: $35K Sale of Lorimor Property to Wellman Approved --------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Fansteel, Inc.'s sale of an improved real estate, buildings and fixtures on an irregular shaped parcel consisting of 4.16 acres along the east side of US 169 in Lorimor, Iowa, locally known as 601 US 169, Lorimor, Iowa, and legally described as a tract of land in the Southwest Quarter of Section 11, Township 73 North, Range 28 West of the 5th P.M., located in Union County, Iowa, to Wellman Dynamics Corp. for $35,000. The sale is free and clear of all liens, encumbrances, claims and interests. The Debtor holds title to the property. The property includes a one story 19,640 square foot, warehouse type building, used to store x-ray films that are owned solely by WDC. WDC is the sole occupant of the subject real property, and does not store any property related to or owned by Fansteel. About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., manufactures aluminum and magnesium castings for the aerospace and defense industries. Fansteel has four locations in the USA and one in Mexico and has a workforce of more than 600 employees. Fansteel generated $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Wellman Dynamics, and Wellman Dynamics Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The companies tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC as business broker; and Mark J. Steger, Esq., at the Clark Hill Law Firm, as Environmental Counsel. The companies filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on Jan. 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a rival Chapter 11 plan of liquidation for the company. FIDALGO 2010: Court Confirms Amended Chapter 11 Plan ---------------------------------------------------- Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington confirmed Fidalgo 2010, LLC's amended chapter 11 plan dated March 23, 2018. The Troubled Company Reporter reported on April 16, 2018 that the amended plan modified the treatment of Class 1 secured creditor Old Republic National Title Insurance. The amended plan proposes to pay Old Republic Monthly at 4% for 30 years. Payments and distributions under the Plan will be funded by the rental of the home as a single-family residence to the current long-term tenant. The current rental payment is $2100 per month. With a total monthly payment of $1421, the Debtor would have a net cash flow of $659 monthly to pay for its operating expenses. Its primary ongoing expense is for insurance, which is currently $96 per month. A copy of the Amended Combined Plan and Disclosures is available at: http://bankrupt.com/misc/wawb17-14004-42.pdf About Fidalgo 2010 LLC Based in Leavenworth, Washington, Fidalgo 2010, LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14004) on Sept. 12, 2017. Larry B. Feinstein, Esq., at Vortman & Feinstein, P.S., is the Debtor's counsel. The Debtor estimated less than $1 million in both assets and liabilities. FISHERMAN'S PIER: Trustee Taps Dane Hancock as Consultant --------------------------------------------------------- Soneet Kapila, the Chapter 11 trustee for Fisherman's Pier Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire an engineer to provide consulting services in connection with the repairs of the company's fishing pier in Lauderdale-By-The-Sea, Florida. The trustee proposes to employ Dane Hancock, president of Dane R. Hancock P.E., to conduct a structural inspection of the pier; prepare an inspection report and submit construction plans to the city for approval; and oversee the engineering sections of the construction project through final inspection for the use of the pier. DRH's hourly rate is $150, with a total estimated fee of approximately $16,000. The firm will be paid a retainer of $3,000. Mr. Hancock disclosed in a court filing that he and his firm do not represent any interest adverse to the trustee, the Debtor or its estate. DRH can be reached through: Dane R. Hancock Dane R. Hancock, P.E. 516 Bontona Fort Lauderdale, FL 33301 About Fisherman's Pier Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale, Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. In the petition signed by Martha Marchelos, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Raymond B. Ray presides over the case. John A. Moffa, Esq., at Moffa & Breuer, PLLC, serves as the Debtor's bankruptcy counsel. On Dec. 15, 2017, the Court entered an order approving the selection of Soneet R. Kapila, as the Chapter 11 Trustee. The Trustee retained Rice Pugatch Robinson Storfer & Cohen, PLLC, as counsel. FRANKLIN ACQUISITIONS: Trustee Hires John Mosley as Accountant -------------------------------------------------------------- Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ John Mosley, as accountant to the Trustee. The Trustee requires John Mosley to: -- prepare monthly operating reports; -- advise the Trustee regarding tax matters affecting the estate; and -- prepare all necessary income tax returns for the estate. John Mosley will be paid at the hourly rate of $200. John Mosley will also be reimbursed for reasonable out-of-pocket expenses incurred. John Mosley, 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. John Mosley can be reached at: John Mosley 3834 Spicewood Springs Rd, Suite 202 Austin, TX 78759 Tel: (512) 327-7777 Fax: (512) 852-4777 About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott presides over the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee of Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. GENERAL GLASS: $200K Sale of Parkersburg Property for $200K Okayed ------------------------------------------------------------------ Judge Frank W. Folk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized General Glass Co., Inc.'s private sale of the real estate located at 1900 12th Avenue, Parkersburg, West Virginia to Dunbar Excavation and Snow Removal, LLC for $200,000. The sale is free and clear of any and all liens, claims, liabilities, interests and encumbrances whatsoever, whether contingent, unmatured or otherwise, and whether of or against the Debtor, the Purchaser, or the Property. The proceeds of sale, after broker commission and closing costs, will be distributed in accordance with the terms of the Debtor's confirmed Chapter 11 Plan. The Purchase Agreement between the Purchaser and the Debtor dated Feb. 16, 2018 and any subsequent agreements to extend the closing deadline is approved in all respects and will be deemed in full force and effect, binding and benefiting the parties. The Purchase Agreement will not be subject to rejection. In the absence of a stay of the Sale Order, if the Purchaser elects to close under the Purchase Agreement at any time after entry of the Sale Order, then, with respect to the Purchase Agreement, the Purchaser will be entitled to the protections of Section 363(m) if the Sale Order or an authorization contained is reversed or modified on appeal. Cynthia D. Smith as President of the Debtor, is authorized to execute the Deed, and any other related documents that are reasonably necessary or appropriate to complete the sale, and to undertake such other actions as may be reasonably necessary or appropriate to complete the sale. At the Closing, the Debtor is authorized to pay closing costs customarily paid by sellers of real estate, including but not limited to transfer taxes and the Debtor's pro-rata share of real estate taxes. M. The Court approves a broker commission in the amount of 5% of the Purchase Price and the Debtor is authorized and directed to pay the commission at Closing. All remaining sale proceeds, will be paid to the Debtor's counsel, Supple Law Office, PLLC, to be distributed by Supple Law Office in accordance with the terms of the Debtor's confirmed Chapter 11 Plan. Pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately upon entry. About General Glass Co. Headquartered in Charleston, West Virginia, General Glass Company, Inc., a/k/a General Glass Home Center, a/k/a General Glass Design Center, was founded in 1944 to sell and install commercial glass throughout West Virginia. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V. Case No. 14-20299) on June 10, 2014. In the petition signed by Cynthia D. Smith, president, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Ronald G. Pearson presides over the case. Christopher S. Smith, Esq., and Nicola D. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC, serves as the Debtor's bankruptcy counsel. On Feb. 2, 2017 the Court confirmed the Debtor's Chapter 11 Plan of Liquidation. GREAT ATLANTIC: Seeks Clarification Over Scope of Gibbons Services ------------------------------------------------------------------ The Great Atlantic & Pacific Tea Company, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a supplemental application to employ Gibbons P.C. The supplemental application was filed to obtain clarification that the scope of Gibbons' representation includes prosecuting avoidance action and contractual claims against PepsiCo Inc., Frito-Lay North America Inc., Bottling Group LLC and their affiliates. Gibbons serves as special conflicts counsel for Great Atlantic and its affiliates. The firm represents the Debtors in commercial litigation matters, including objections to various master plan amendments, zoning ordinances, site plan approvals, and other actions taken by boards and municipalities. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 15-23007) after reaching deals for the going concern sales of 120 stores. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York presides over the 2015 cases. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. GREGORY CROWELL: for $160K Sale of Cincinnati Property Approved --------------------------------------------------------------- Judge Jeffery P. Hopkins of the U.S. Bankruptcy Court of the Southern District of Ohio authorized Gregory K. Crowell's sale of the real property commonly known and located at 8641 Linderwood Lane, Cincinnati, Ohio to Second Empire, LLC, for $160,000. The sale is free and clear of any and all liens, claims and encumbrances. The payment of the Commission to Agent and as otherwise called for the Listing Agreement as well as any customary Closing Costs are approved and authorized to be paid out of the Purchase Price at the closing of the sale of the Property to the Purchaser. Secured creditor CenterBank is authorized to be paid out of the Purchase Price at the closing of the sale of the Property to the Purchaser the sum of $87,908 in partial satisfaction of its debt and related Mortgage on the Property asserted in the Objection. The Purchase Price less the Commission, Closing Costs and the CenterBank Payment is the Net Proceeds. The Net Proceeds will be placed in counsel for the Debtor's escrow account with the lien of CenterBank granted by the Mortgage attaching thereto in the same priority and to the same extent as its lien on the Property. The Net Proceeds will remain in the Escrow Deposit until entry of a subsequent order of the Court authorizing same to be distributed. In accordance with Fed. R. Bankr. P. 6004(f) and LBR 6004-1(b)(2), and in order to ensure that the Court and all parties of interest are apprised of the details of the disbursements of funds and to ensure transparency of the transaction, the Debtor will file with the Court, no later than seven days after the closing of the sale of the Property to the Purchaser, a post-closing report which will include a copy of the closing statement detailing the use of the sale proceeds. In particular, the report will indicate: (i) any Closing Costs, (ii) the Commission and (iii) the amount deposited in the Escrow Deposit. Pursuant to Rules 4001(a)(3), 9014 and 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately upon entry and the Debtor is authorized to close the transaction immediately upon entry of the Order. The automatic stay provisions of Section 362 of the Bankruptcy Code are vacated and modified to the extent necessary to implement the terms and conditions of the Purchase Agreement and the provisions of the Order. Gregory K. Crowell sought Chapter 11 protection (Bankr. S.D. Ohio Case No. 17-13624) on Oct. 10, 2017. The Debtor tapped Donald W. Mallory, Esq., as counsel. GREGORY CROWELL: Second Empire Buying Cincinnati Property for $160K ------------------------------------------------------------------- Gregory K. Crowell asks the U.S. Bankruptcy Court of the Southern District of Ohio to authorize the sale of the real property commonly known and located at 8641 Linderwood Lane, Cincinnati, Ohio to Second Empire, LLC for $160,000. The assets owned by the Debtor as of the Petition Date included the Property. The Debtor and his non-debtor spouse, Cheryl Crowell, executed and delivered to CenterBank a Mortgage securing certain obligations of the Debtor to CenterBank. The Mortgage was filed for record with the Hamilton County, Ohio Recorder on May 25, 2005 at Official Record Book 9941, Page 1681. As of the Petition Date, CenterBank is believed to be owed under the Mortgage approximately $100,591. The value of the Property as determined by the Hamilton County Auditor is $161,010. Robert A. Goering, Treasurer of Hamilton County, Ohio has an interest in the property by operation of statute. On March 22, 2018, the Court entered an Agreed Order Conditionally Resolving the Stay Motion which gave the Debtor until May 31, 2018 to provide the counsel for CenterBank with a fully executed purchase contract for the sale of the Property. In accordance with the Stay Order, Debtor has already provided counsel for CenterBank with a fully executed copy of the Purchase Agreement. The Debtor proposes to sell the Property free and clear of all interests. Pursuant to the terms of the Purchase Agreement and the approved Debtor's Listing Agreement with his real estate agent Keller Williams Advisor's Realty, there will be a 6% commission on the Purchase Price of the Property. He asks authority at the closing of the Property to remit the Commission. Likewise, he asks authority to make limited distributions of the proceeds received from the sale of the Property on the closing date of the sale. He asks authority to pay at the closing of the sale of the Property any customary costs of sale in closing the transaction such as pro-rated taxes due, deed, title work, recording costs, transfer fees etc. at the closing. The Purchase Price less the Commission and Closing Costs will be deemed the Net Proceeds. The Net Proceeds will be placed in counsel for the Debtor's escrow account with the lien of CenterBank attaching thereto in the same priority and to the same extent as its lien on the Property. The Net Proceeds will remain in the Escrow Deposit until subsequent order of the Court authorizing same to be distributed. The Purchaser, pursuant to the terms of the Purchase Agreement, is asking to close on the purchase of the Property by May 4, 2018 as its principal will be out of town starting May 5, 2018. Accordingly, the Debtor will concurrently with the filing of the instant Motion file a motion to shorten the notice and response period. The Debtor asks authority to sign and execute the deed and or affidavits and other documents required effectuating the sale of the Property to the Purchaser on behalf of the Debtor and that the submission of an Order executed by this Court granting the sale be required to be accepted by the applicable public authority, as required, to effectuate the transfer. In light of the Purchaser's limited time-line to close on the sale of the Property, the Debtor has contemporaneously with the filing of the instant Motion, filed a Motion to shorten the notice and response period to the Motion. Lastly, pursuant to Rules 4001(a)(3), 9014 and 6004(h) of the Federal Rules of Bankruptcy Procedure, the Debtor respectfully asks that the Court waives the 14-day stay of the effective date of the Order so that the Order will be effective immediately upon entry and the Debtor be authorized to close the transaction immediately upon entry of the Order. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Gregory_Crowell_104_Sales.pdf The Purchaser: SECOND EMPIRE, LLC 335 Tusculum Ave., Cincinnati, OH 45226 The Creditor: CENTER BANK 744 St. Rt. 28 Milford, OH 45150-1831 Counsel for Debtor: Donald J. Rafferty, Esq. COHEN, TODD, KITE & STANFORD, LLC 250 East Fifth Street, Suite 2350 Cincinnati, OH 45202-5136 Telephone: (513) 421-4020 Facsimile: (513) 241-4495 E-mail: drafferty@ctks.com Gregory K. Crowell sought Chapter 11 protection (Bankr. S.D. Ohio Case No. 17-13624) on Oct. 10, 2017. The Debtor tapped Donald W. Mallory, Esq., as counsel. H.C. JEFFRIES TOWER: Hires William G. West as Accountant -------------------------------------------------------- H.C. Jeffries Tower Company, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ William G. West, P.C., C.P.A., as accountant to the Debtors. H.C. Jeffries Tower requires William G. West to: a. assist in the calculation and evaluation of amounts due to secured creditors; and b. assist in the analysis of amounts due the Internal Revenue Service and the preparation of any forms or reports needed in dealing with them. William G. West will be paid at these hourly rates: William G. West, CPA $300 Roger D. Martin, CPA $260 William A. Potter, CPA $230 Paraprofessionals $125 William G. West will also be reimbursed for reasonable out-of-pocket expenses incurred. William G. West, a partner at William G. West, 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 Debtors and their estates. William G. West can be reached at: William G. West William G. West, P.C., C.P.A. Jones Road, Suite 214 Houston, TX 77070 Tel: (281) 807-7811 About H.C. Jeffries Tower Company H.C. Jeffries Tower Company, Inc. -- http://www.hcjeffries.com/-- specializes in broadcast tower erection, fabrication, manufacturing, maintenance, management, retrofitting, repair, and can handle most any of tall tower needs. The H.C. Jeffries Tower Company has been providing tower fabrication, erection and maintenance for the tall tower TV, FM and other broadcast service industries since 1979. Herbert C Jeffries owns 100% of Tower. H.C. Jeffries Tower Company filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-35027) on Aug. 21, 2017. The petition was signed by Herbert C. Jeffries, president. The Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Karen K. Brown. The Debtor is represented by Julie Mitchell Koenig, Esq., at Cooper & Scully, PC. HELIOS AND MATHESON: Widens Net Loss to $26M in First Quarter ------------------------------------------------------------- Helios and Matheson Analytics Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $26.04 million on $49.44 million of total revenues for the three months ended March 31, 2018, compared to a net loss of $6.49 million on $1.35 million of total revenues for the three months ended March 31, 2017. As of March 31, 2018, the Company had $177.09 million in total assets, $179.86 million in total liabilities and a total stockholders' deficit of $2.76 million. Cash used in operating activities was $68.4 million in the three months ended March 31, 2018 compared to $2.5 million of cash used in operating activities in the three months ended March 31, 2017. Cash used in investing activities of $0.1 million in the three months ended March 31, 2018 consisted primarily of cash used to purchase equipment. Cash provided by financing activities of $86.1 million consists of proceeds from public offerings in the amount of $96.9 million (net of costs of the sale), proceeds from notes payable of $25.0 million, payment for exchange warrants of $0.8 million, payment for make-whole interest of $5.0 million, payment of deferred financing fees of $2.2 million and repayment of notes of $27.9 million. Future Liquidity and Capital Resources "Our primary sources of liquidity are cash on hand, proceeds from subscription revenues and proceeds from our equity offerings. As of March 31, 2018 we had cash on hand of $42.5 million and approximately $24.4 million in accounts receivable mostly related to subscription revenues. In addition, in the three months ended March 31, 2018 we issued common stock and warrant units and received proceeds of approximately $96.9 million, net of associated expenses. We filed with the SEC, and the SEC declared effective, a universal shelf registration statement of up to $400.0 million worth of registered equity securities, of which we utilized approximately $105.0 million and $30.3 million in offerings in February and April of 2018, respectively. Under this effective registration statement, we may issue registered securities, from time to time, in one or more separate offerings or other transactions with the size, price and terms to be determined at the time of issuance. In April 2018, we entered into an Equity Distribution Agreement (the "Sales Agreement") with Canaccord Genuity LLC ("Canaccord") pursuant to which we may issue and sell from time to time shares of Common Stock having aggregate sales proceeds of up to $150.0 million through an "at the market" equity offering program under which Canaccord acts as our sales agent. We are required to pay Canaccord a commission of 5% of the gross proceeds from the sale of shares of Common Stock under the Sales Agreement," the Company stated in the Quarterly Report. As of March 31, 2018 the Company had approximately $84.9 million in deferred revenue related to subscriptions of its MoviePass service. Deferred revenue represents funds received for monthly, quarterly, semi- annual and annual subscriptions plus amounts associated with gift card purchases. MoviePass has experienced service costs over and above subscription revenue in the fulfillment of subscription services mainly for ticketing and related service fees. Included in the deferred revenue balance is approximately $11.2 million of funds allocated to service future ticket fulfillment associated with deferred revenue on the acquisition date. At March 31, 2018 the Company had outstanding approximately $0.7 million face value of convertible notes payable and derivative liability balances of approximately $0.7 million associated with the conversion features of convertible notes. "The Company has experienced net losses and significant cash outflows from cash used in operating activities over periods presented in this report. As of and for the three months ended March 31, 2018, the Company had an accumulated deficit of $184.3 million, a loss from operations of $107.7 million, and net cash used in operating activities of $68.4 million. As of and for the three months ended March 31, 2017, the Company had an accumulated deficit of $49.8 million, a loss from operations of $4.4 million, and net cash used in operating activities of $2.5 million. "The Company expects to continue to incur net losses and have significant cash outflows for at least the next twelve months. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company's growth and operating activities and generating a level of revenues adequate to support the Company's cost structure. Management has evaluated the significance of the conditions described above in relation to the Company's ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the condensed consolidated financial statements were issued. These factors raise substantial doubt about the Company's ability to continue as a going concern. While management plans to raise additional capital from sources such as sales of its debt or equity securities or loans in order to meet operating cash requirements, there is no assurance that management's plans will be successful." A full-text copy of the Form 10-Q is available for free at: https://is.gd/K0vwnG About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business intelligence, social listening, and consumer-centric technology. HMNY currently owns approximately 81% of MoviePass Inc., the nation's premier movie-theater subscription service. HMNY's holdings include RedZone Map, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. HMNY is headquartered in New York, NY and Miami and listed on the Nasdaq Capital Market under the symbol HMNY. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Helios and Matheson had $164.0 million in total assets, $164.6 million in total liabilities and a total stockholders' deficit of $592,600. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. HERBALIFE NUTRITION: S&P Alters Outlook to Stable & Affirms B+ CCR ------------------------------------------------------------------ S&P Global Ratings revised its rating outlook on Los Angeles-based Herbalife Nutrition Ltd. to stable from negative. At the same time, S&P affirmed its 'B+' corporate credit rating and 'BB' issue level rating on the company's $1.45 billion senior secured bank credit facility, which consists of a $150 million revolving credit facility due in 2022 and a $1.3 billion term loan B due in 2023. The recovery rating on the bank credit facility remains '1', indicating S&P's view that creditors can expect very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. Total reported debt outstanding as of March 31, 2018, was about $2.2 billion. The outlook revision to stable from negative reflects the better-than-expected performance of the U.S. business following implementation of Federal Trade Commission (FTC)-mandated changes to its direct-sales, multilevel-marketing business model, which we believe were intended to prevent potential abusive practices. The outlook revision also reflects Herbalife's partial repayment of its $1.15 billion convertible senior notes primarily through the issuance of new convertible debt, leaving $675 million maturing on Aug. 15, 2019. S&P also believes the risk of a leveraged buyout--while not eliminated--has receded considering the increase in the company's equity market valuation, the absence of contractual contingent value rights (CVR) attached to the April 2018 self-tender for up to $600 million of the company's stock, and the close out of bearish positions on Herbalife by hedge fund Pershing Square. S&P said, "The stable outlook reflects our expectation that the company's financial performance will remain steady and financial policy will not become meaningfully more aggressive. We also assume the company will avoid material unfavorable reputational, regulatory, and legal setbacks. "We could raise the rating if we believe there's less risk of a leveraged buyout or large debt-financed distribution, such that the company appears likely to sustain adjusted leverage at or below 3.5x. We would also want to see a continued steady recovery in the U.S. following implementation of the FTC settlement, and a bounce-back in China after a weak first quarter of 2018. A higher rating would also be predicated on the absence of material reputational, legal, or regulatory setbacks, and our continued expectation that the company will address the remaining $675 million convertible debt maturity due Aug. 15, 2019, satisfactorily. "We could lower the rating if profitability falters significantly, possibly due to a loss of distributors, escalating competition, or unfavorable reputational or regulatory developments. We could also lower the rating if financial policy becomes substantially more aggressive, potentially resulting in a large debt-financed distribution or leverage buyout, resulting in adjusted leverage sustained above 5x." IHEARTMEDIA INC: Committee Seeks Docs on Financial Advisors' Work ----------------------------------------------------------------- Jim Christie, writing for Reuters, reports that the official committee of unsecured creditors of iHeart Media Inc has asked the bankruptcy court to compel the company's owner to share documents regarding two financial advisers, citing concerns about conflicts and $90 million in fees and expenses. The committee explained it needs the company's help to understand work that one of the advisers, LionTree Advisors LLC, did last year on a potential equity investment. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities, and a total stockholders' deficit of $11.67 billion. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson LLP as conflicts counsel; Moelis & Company and Perella Weinberg Partners L.P as financial advisors; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice & claims agent. The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. The official committee of unsecured creditors of iHeartMedia, Inc., has retained Akin Gump Strauss Hauer & Feld LLP as its legal counsel; Jefferies LLC as its investment banker; and FTI Consulting, Inc., as its financial advisor. INPIXON: Amends Prospectus on $300 Million Securities Sale ---------------------------------------------------------- Inpixon filed with the Securities and Exchange Commission an amended Form S-3 registration statement relating to the proposed offerings of up to $300,000,000 in any combination of common stock, preferred stock, warrants, units, debt securities and subscription rights. In addition, this prospectus relates to the resale by certain selling security holders of up to 599,817 shares of its common stock, par value $0.001 per share, issuable to the Selling Security Holders upon exercise of common stock purchase warrants issued on Jan. 8, 2018. The Selling Security Holders may sell these shares of common stock in a number of different ways and at varying prices. The Company's common stock is listed on the NASDAQ Capital Market under the symbol "INPX." On May 14, 2018, the closing price of the Company's common stock as reported by the NASDAQ Capital Market was $0.41 per share. A full-text copy of the amended prospectus is available at: https://is.gd/xqYgJv About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of March 31, 2018, Inpixon had $25.15 million in total assets, $26.26 million in total liabilities and a total stockholders' deficit of $1.11 million. Marcum LLP, in New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INPIXON: Incurs $6.24 Million Net Loss in First Quarter ------------------------------------------------------- Inpixon filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $6.24 million for the three months ended March 31, 2018, compared to a net loss attributable to common stockholders of $6.05 million for the three months ended March 31, 2017. Total revenues for first quarter ended March 31, 2018 were $2.1 million compared to $13.5 million for the comparable period in the prior year. This $11.4 million decrease or approximately 84% is primarily associated with the decline in revenues earned by the Infrastructure Segment as a result of supplier credit issues and a $2.0 million decrease in revenue resulting from the adoption of the new ASC 606 revenue recognition policy beginning in January 2018. For the first quarter ended March 31, 2018, Indoor Positioning Analytics revenue was $848,000 compared to $981,000 for the prior year period. Infrastructure revenue was $1.2 million for first quarter ended March 31, 2018, and $12.5 million for the prior year period. "The first quarter of 2018 has been the start of rebuilding Inpixon and strengthening the company to execute on its expansive growth strategies, including improving our balance sheet, enhancing our technology, adding to our product offerings, extending our channel partner network, regaining Nasdaq compliance for stockholders' equity, and preparing for the spinoff of our VAR business into a separate, publicly traded, wholly owned subsidiary," said Nadir Ali, Inpixon CEO. "We have cutting-edge indoor positioning technology and we expect its use in practical, high-value cases to be unparalleled in the burgeoning Internet of Things (IoT) world. With these strengthening factors, we are determined as ever to build a winning business." As of March 31, 2018, Inpixon had $25.15 million in total assets, $26.26 million in total liabilities and a total stockholders' deficit of $1.11 million. Net cash used in operating activities during the three months ended March 31, 2018 was $11 million. Net cash provided by operating activities during the three months ended March 31, 2017 was $1.6 million. Net cash used in investing activities during the three months ended March 31, 2018 was $167,000 compared to net cash used in investing activities of $433,000 for the prior year period. The net cash used in investing activities during the three months ended March 31, 2018 was comprised of approximately $11,000 for the purchase of property and equipment and $156,000 for the investment in capitalized software. Net cash provided by financing activities during the three months ended March 31, 2018 was approximately $17.7 million. Net cash used in financing activities for the three months ended March 31, 2017 was approximately $2.3 million. The net cash provided by financing activities during the three months ended March 31, 2018 was primarily comprised of $18.9 million from the issuance of stock and warrants, $1.1 million of net repayments to the bank facility and $113,000 of repayments of notes payable. First Quarter 2018 Business Highlights and Recent Developments * Inpixon regained compliance with Nasdaq's Minimum Stockholders' Equity Requirement * Inpixon filed Form 10 Registration Statement for planned spin-off * Inpixon raised $31.3M in gross proceeds through sales of its equity securities * Inpixon announced IPA Node with less-than-a-meter positional accuracy for Wi-Fi devices * Inpixon worked with U.S. federal government to deploy portable sensor kit and empower correctional officers * Inpixon appointed John Piccininni as VP of Business Development. * Inpixon recently selected Amazon Web Services cloud infrastructure for Indoor Positioning Analytics delivery * Inpixon sought to enhance its Indoor Positioning Analytics engine with artificial intelligence to strengthen device identity in the evolving, digitized indoors of security and marketing * Inpixon positioned itself to leverage blockchain technology to build device reputation repository, strengthen IoT security, and secure retail payment A full-text copy of the Form 10-Q is available for free at: https://is.gd/54Ro9o About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Inpixon had $27.69 million in total assets, $46.54 million in total liabilities and a total stockholders' deficit of $18.85 million. Marcum LLP, in New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JEFFREY C. UNNERSTALL: Court Partially Allows BoW's Atty Fees ------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida issued a ruling partially allowing attorneys' fees of creditor Bank of Washington. About nine months after Debtors Jeffrey C. Unnerstall and Cocoa Expo Sports Center, LLC filed their bankruptcy petitions, the Court entered an Order Confirming the Amended Unnerstall and Cocoa Chapter 11 Plans. The Plans provided for the sale of Neptune Bay to pay down the Eztopeliz loan. Under the Plans, about $200,000 of the net proceeds was paid to unsecured creditors; the remaining balance was disbursed to Cocoa. The Bank then filed the Motion to Determine Post-Petition Amounts Due to Oversecured Creditor under section 506(b) of the Bankruptcy Code. Parties have agreed on all issues relating to costs and interest rates as reflected in the Order Partially Granting Creditor's Motion. The only remaining issue is how much the Debtors should pay to reimburse the Bank for expert witness fees and for attorneys' fees incurred from Nov. 16, 2016, through Jan. 30, 2018. The Bank was represented by five law firms and 12 lawyers and seeks $391,336.5 in attorneys' fees. The Bank also seeks $19,224.90 for expert witness fees. Under the loan documents, the Debtors must reimburse the Bank as an oversecured creditor for its reasonable attorneys' fees and costs. Section 506(b) of the Bankruptcy Code authorizes a creditor to recover fees, costs, and other expenses if the creditor holds an over-secured claim. Debtors/borrowers, however, are not responsible for unreasonable fees incurred by a creditor in collecting the debt. Creditors can hire as many and as expensive lawyers as they choose but they then can shift no unreasonable fees onto the debtor/borrower. The lodestar analysis helps courts sort reasonable from unreasonable fees by initially multiplying the attorney's reasonable hourly rate by the number of hours reasonably expended. A bankruptcy court can adjust and must explain the lodestar calculation, upward or downward, after considering the following 12 factors laid out in Johnson v. Georgia Highway Express, Inc.: (1) The time and labor required; (2) the novelty and difficulty of the questions; (3) the skill requisite to perform the legal service properly; (4) the preclusion of other employment by the attorney due to acceptance of the case; (5) the customary fee; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the "undesirability" of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases. Since the Bank is oversecured, the Debtors, therefore, must pay the Bank's reasonable attorneys' fees under section 506(b) of the Bankruptcy Code. According to the lodestar analysis, however, the Debtors are not responsible for unreasonable fees incurred by the Bank in collecting the debt. After carefully reviewing each fee application under the reasonableness test outlined in Johnson, the Court will allow these amounts for the fee applications: (1) Hurd, Horvath & Ross, PA - $6,143.80; (2) Armstrong Teasdale LLP - $14,449.60; (3) Carmody MacDonald, P.C. - $32,911.44; (4) Fassett, Anthony, & Taylor PA - $47,173.10, (5) Eckelkamp Kuenzel, LLP - $21,000; and (6) Witness Fee - $40, for a total award of $121,718. The Debtors are also directed to reimburse the Bank for these reasonable attorneys' fees. The balance requested is determined unreasonable, and the Debtor has no financial responsibility for these amounts. The Court then will allocate the total award of $121,718 among the loans using the parties' percentages. A full-text copy of the Court's Memorandum Opinion dated April 25, 2018 is available at: http://bankrupt.com/misc/flmb6-17-00441-233.pdf Jeffrey C. Unnerstall filed for chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-00336) on Jan. 18, 2017, and is represented by Craig V. Winslow, Esq. of the Law Offices of Craig V. Winslow. JEVIC HOLDING: Case Converts to Chapter 7 Liquidation ----------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that the bankruptcy case of Jevic Holding Corp. will convert to a Chapter 7 liquidation after a Delaware judge denied approval Monday of the latest proposed settlement floated by the company and its creditors to dismiss the case. During a teleconference in Wilmington, U.S. Bankruptcy Judge Brendan L. Shannon said all parties agree that there is no hope of ever confirming a Chapter 11 plan and that the debtor's and committee's joint motion for a structured dismissal of the case was still opposed. About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties -- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represented the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. At Oct. 31, 2010, the Debtor had total assets of $425,000, total liabilities of $12.2 million, and a stockholders' deficit of $11.8 million. JHL INDUSTRIAL: Proposed Sale of Vehicles and Equipment Approved ---------------------------------------------------------------- Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the District of Colorado authorized JHL Industrial Services, LLC's sale of the following equipment: (i) 2014 Caterpillar 259D Skid Steer Loader for not less than $23,200, and (ii) 2016 Multiquip WT5C Water Pump Trailer for not less than $2,000; and the following vehicles (i) 2005 Ford F-150 XL Pickup Truck for not less than $2,400 and (ii) 2007 Ford F-250 XL Super Duty Pickup Truck for not less than $4,720. The sales will be free and clear of all liens, claims, and interests. The Debtor will deposit the proceeds into a segregated account until such time as the Court rules on its proposed plan of reorganization or the Debtor's case is dismissed or converted. About JHL Industrial Services JHL Industrial Services, LLC, which conducts business under the name Platt Rogers Company -- http://www.plattrogers.com/-- provides niche services including custom fuel system installation, civil construction, integrated agricultural feed and water solutions, piping process, new construction and renovation of facilities and plant, demolition, environmental construction, fuel distribution, fuel management and energy economizing and alternative energies distribution system installation. JHL Industrial Services, based in Lakewood, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5, 2017. In its petition, the Debtor disclosed $505,500 in total assets and $1.02 million in total liabilities. The petition was signed by Jason Grubb, managing member. The Hon. Joseph G. Rosania Jr. presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as bankruptcy counsel to the Debtor. JOSEPH MAURIO: $1.1M Sale of Bradenton Beach Property Approved -------------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized Joseph J. Maurio, Jr. and Donna J. Dickson to sell their rental property located at 1706 Gulf Drive, Unit C - Bradenton Beach Club, Bradenton Beach, Florida to Eroll and Karen Menke for $1,124,100. The sale is free and clear of all liens, claims and encumbrances. The closing is to take place on May 17, 2018, or a date otherwise agreed to by the Debtors and the Menkes. The 14-day stay under Fed. R. Bankr. P. 6004(h) is waived. Out of the remaining net sale proceeds, the debt due and owing to The Bank of New York Mellon, formerly known as The Bank of New York, as Trustee for the Certificateholders of CWALT, Inc., Alternative Loan Trust 2005-41 Mortgage Pass-Through Certificates, Series 2005-41, will be satisfied in full, pursuant to a valid payoff statement that will be provided to Debtors' counsel by BONY/Shellpoint Mortgage Servicing. In the event the Debtors' counsel is provided with the Payoff Statement prior to the closing scheduled for May 17, 2018, the debt due and owing to BONY will be tendered to BONY by the title company, at closing, and in accordance with the remittance instructions provided for in the Payoff Statement. In the event the Debtors' counsel is not provided with the Payoff Statement prior to the closing scheduled for May 17, 2018, the debt due and owing to BONY will be distributed, at closing, to the Debtors' counsel to be held in escrow thereby, and thereafter tendered to BONY within two business days of the Debtors' counsel's receipt of the Payoff Statement. All remaining sale proceeds not explicitly provided for will be distributed, at closing, to the Debtors' counsel to be held in escrow thereby. Pursuant to N.J.S.A 46:18-11.2, within 30 days of BONY's receipt of the sum(s) set forth in its Payoff Statement, BONY/Shellpoint will cause its mortgage lien encumbering the 1706 Gulf Drive Property to be satisfied/discharged of record with the County Clerk. About Joseph J. Maurio, Jr. and Donna J. Dickson Joseph J. Maurio, Jr., and Donna J. Dickson are individuals who currently reside at 16 Wonderview Way, Lebanon, New Jersey. Maurio is a self-employed financial planner, and his wife, Dickson, is employed as a legal secretary for Verizon. In addition to the income that they receive from regular employment, Maurio receives monthly social security and pension benefits, and, together, they receive income from a residential and vacation rental property business which they operate as sole proprietors. Specifically, the Debtors have ownership interests in a combined total of 11 rental properties consisting of: (i) three residential rental properties located in New Jersey; (ii) three residential rental properties located in Philadelphia, PA; and (iii) five properties located in Holmes Beach, Florida which are rented out on weekly/biweekly bases to vacationers. Joseph J. Maurio, Jr., and Donna J. Dickson sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-25077) on July 26, 2017. The Debtors tapped Jenny R. Kasen, Esq., at Kasen & Kasen, as counsel. Hannah Hillyard of Michael Saunders & Co. is the real estate agent. KCST USA: 1st Cir. Affirms Injunction Ruling vs Parent Company -------------------------------------------------------------- The appeals case captioned AXIA NETMEDIA CORPORATION, Plaintiff, Appellant, v. MASSACHUSETTS TECHNOLOGY PARK CORPORATION, d/b/a Massachusetts Technology Collaborative, Defendant, Appellee, No. 17-1607 (1st Cir.) arises out of the efforts of the Massachusetts Technology Park Corporation to provide broadband network access in western and north central Massachusetts. An independent public instrumentality of the Commonwealth of Massachusetts, MTC entered into two contracts relevant to this appeal. Under one contract, Axia NGNetworks U.S.A., which later changed its name to KCST, Inc. agreed to operate the network that MTC would build. Under a second contract or the Guaranty, KCST's parent company, Axia NetMedia Corporation guaranteed KCST's performance. With the network now constructed and operating, MTC on the one hand and KCST and Axia, on the other hand, have lodged claims against each other, and KCST has filed for bankruptcy. By the parties' agreement, those claims will be resolved, perhaps in the coming months, by arbitration. In the meantime, MTC secured from the U.S. District Court a preliminary injunction ordering Axia, as guarantor of KCST, to perform various obligations of KCST while the parties' substantive disputes remain unresolved. Upon review of the case, the U.S. Court of Appeals, First Circuit affirms the district court's judgment except for one narrow issue for which the Court remands. The district court employed the familiar four-factor test for a preliminary injunction, analyzing the likelihood of success on the merits, the presence of irreparable harm absent relief, the balance of the equities, and the public interest. Axia's lead argument on appeal is that the district court focused on the wrong dispute in assessing the likelihood of success on the merits. In evaluating this first prong of the test for preliminary injunctive relief, the district court trained its focus on whether MTC was likely to succeed in its argument that the Guaranty imposed an obligation on Axia to continue performing during the dispute resolution process. In other words, the court assessed the likely outcome of the continued performance dispute. Axia contends that the district court should have instead determined whether MTC was likely to succeed in the parties' underlying dispute about whether MTC's alleged breaches of the NOA of network operator agreement freed Axia of any obligations under the Guaranty. Axia's argument misapprehends the substance of the contractual undertaking that MTC seeks to enforce. MTC alleges that Axia promised to continue performance under the Guaranty even while a dispute exists as to whether MTC has breached the NOA. In the face of such a claim, MTC's success does not hinge on establishing that it will prevail in the underlying dispute. Rather, to succeed, it need prevail in establishing that Axia bound itself to perform pendente lite. The district court therefore quite properly focused its likelihood of success analysis upon the likelihood that MTC would succeed in the continued performance dispute, i.e., on its claim that Axia must perform until the underlying dispute is resolved, however it might be resolved. Axia argues that Article 11.2 of the NOA only imposes a continued performance obligation on the "Network Operator," and because Axia is not operating the network, incorporation of Article 11.2 does not impose any such obligation on Axia. This argument makes no sense. Article 11.2 imposes a continuing obligation requirement on the "Parties." In other words, like every other provision in the NOA it imposes obligations on the parties to that contract. By incorporating that provision of the NOA into the Guaranty, the drafters of the Guaranty effectively adopted the provision as their own, at which point the "Parties" would obviously mean the parties to the Guaranty. For the foregoing reasons, the Court finds that the district court did not err in finding that MTC will likely prevail on its claim that Axia is obligated to continue performing its obligations as guarantor until the parties' underlying dispute is resolved. To the degree that Axia contends that the district court, in granting MTC's motion for a preliminary injunction, abused its discretion in finding irreparable harm to MTC or in its balance of equities analysis, Axia has simply pointed to nothing that would cause the Court to conclude that the district court went beyond the bounds of its discretion. The district court conducted several days of hearings before reaching its conclusions, during which it considered many of the same arguments Axia now advances on appeal. The Court sees no abuse of discretion in the district court's conclusions. For the foregoing reasons, the Court affirms the district court's judgment as modified by this opinion, and remands to the district court for the limited purpose of amending the order to make clear that Axia's obligations terminate once Axia itself has properly expended $4 million in complying with the Guaranty. A full-text copy of the First Circuit's Decision dated April 25, 2018 is available at https://bit.ly/2KuIVtQ from Leagle.com. Brian P. Voke -– bvoke@campbell-trial-lawyers.com -- with whom Adam A. Larson and Campbell Campbell Edwards & Conroy PC were on brief, for appellant. Robert J. Kaler -- Robert.Kaler@hklaw.com -- with whom Edwin L. Hall and Holland & Knight LLP were on brief, for appellee. About KCST USA, Inc. KCST USA, Inc., based in Concord, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-40501) on March 22, 2017. In its petition, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The petition was signed by Terrence Fergus, president. The Hon. Elizabeth D. Katz presides over the case. Andrew G. Lizotte, Esq., and Harold B. Murphy, Esq., at Murphy & King, P.C., serves as bankruptcy counsel. Stephen Darr of Huron Consulting Services, LLC, is the chief restructuring officer. KELLER OUTDOOR: Case Summary & 16 Unsecured Creditors ----------------------------------------------------- Affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Keller Outdoor Lawn Maintenance, LLC (Lead) 18-02958 2150 Marquette Avenue Sanford, FL 32773 Keller Outdoor Environmental Services, LLC 18-02961 2150 Marquette Avenue Sanford, FL 32773 Business Description: Keller Outdoor Lawn Maintenance, LLC and Keller Outdoor Environmental Services are privately held companies in Sanford, Florida that provides lawn & garden services to buildings and dwellings. Chapter 11 Petition Date: May 18, 2018 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: Scott R. Shuker, Esq. LATHAM, SHUKER, EDEN & BEAUDINE LLP Post Office Box 3353 Orlando, FL 32802 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: bknotice@lseblaw.com rshuker@lseblaw.com Assets and Liabilities: Estimated Estimated Assets Liabilities ---------------- ------------------ Keller Outdoor Lawn $1 mil. to $10 million $1 mil. to $10 million Keller Environmental $500,000 to $1,000,000 $1 mil. to $10 million The petitions were signed by Daniel Munoz, manager. A full-text copy of Keller Outdoor Lawn's petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-02958.pdf A full-text copy of Keller Outdoor Environmental's petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-02961.pdf KEYSTONE AUTOMATION: Taps Mark J. Conway as Legal Counsel --------------------------------------------------------- Keystone Automation, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire the Law Offices of Mark J. Conway, 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. Mark Conway, Esq., the attorney who will be handling the case, charges an hourly fee of $300. Paralegals charge $95 per hour. The firm received a retainer in the sum of $32,000. Mr. Conway disclosed in a court filing that he does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Mark J. Conway, Esq. Law Offices of Mark J. Conway, P.C. 502 South Blakely Street Dunmore, PA 18512 Tel: 570 343-5350 Fax: 570 343-5377 E-mail: info@mjconwaylaw.com About Keystone Automation Keystone Automation, Inc. -- http://www.keystoneautomation.net/-- is a privately-held company that focuses on turnkey machinery design and fabrication. Its services include electrical programming, machining, sheet metal welding, embedded systems design for factory automation, electrical panel fabrication, machinery assembly and rebuilding, and electronics design services. Keystone Automation was founded in 1999 by Mike Duffy and operates out of a 21,000-square-foot engineering and production facility in Duryea, Pennsylvania. Keystone Automation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-02000) on May 12, 2018. In the petition signed by Michael Duffy, president, the Debtor disclosed $1.82 million in assets and $1.51 million in liabilities. KING DISPLAYS: Taps Gabriel Del Virginia as Legal Counsel --------------------------------------------------------- King Displays, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire the Law Offices of Gabriel Del Virginia 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. Gabriel Del Virginia, Esq., a partner at GDV and the attorney who will be handling the case, charges an hourly fee of $575. GDV associate and paralegal charge $350 per hour and $125 per hour, respectively. The firm received the sum of $11,717, of which $1,717 was used to pay the filing fee. Mr. Del Virginia disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gabriel Del Virginia, Esq. Law Offices of Gabriel Del Virginia 30 Wall Street-12th Floor New York, NY 10005 Telephone: 212-371-5478 Facsimile: 212-371-0460 E-mail: gabriel.delvirginia@verizon.net About King Displays Inc. King Displays, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10228) on Jan. 31, 2018. In the petition signed by Wayne Sapper, principal, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Michael E. Wiles presides over the case. L. FROMELIUS INVESTMENT: Hires Remax Top as Real Estate Broker -------------------------------------------------------------- L. Fromelius Investment Properties LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Remax Top Properties, as real estate broker to the Debtor. L. Fromelius Investment requires Remax Top to market and sell the Debtor's real property located at 7500 Old Stage Road in Seneca, Illinois. Remax Top will be paid a commission of 6% of the sale price. Philip Howell, partner of Remax Top Properties, 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. Remax Top can be reached at: Philip Howell REMAX TOP PROPERTIES 101 E Waverly Morris, IL 60450 Tel: (815) 942-1133 About L. Fromelius Investment L. Fromelius Investement Properties, LLC, is a limited liability company established by Lawrence Fromelius, its sole owner, to hold certain business interests and real estate parcels. The real estate consists of the approximately 65-acre parcel in Seneca, Illinois, and an approximately 52-acre parcel in Marseilles, Illinois. Lawrence Fromelius also is on the title for the Seneca Property and is therefore a joint owner of the property. L. Fromelius Investment Properties LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and is represented by William J. Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen, Esq., at Factorlaw. LAST FRONTIER: Case Summary & 19 Unsecured Creditors ---------------------------------------------------- Debtor: Last Frontier Air Ventures, Ltd. 1415 N Local 302 Road, Suite 302 Palmer, AK 99645 Business Description: Last Frontier Air Ventures -- http://lfav.com-- is a full service, diverse helicopter Company owned by David King. The company offers helicopter support for mineral exploration, survey, research and development, slung cargo, video and film projects, aerial photography, tours, crew transport, heli skiing, short- and long-term contracts. The company has four Astar 350B2 Aircraft, one Astar 350B3 aircraft and three MD 500D aircraft. Last Frontier is based in Palmer, Arkansas. Chapter 11 Petition Date: May 19, 2018 Case No.: 18-00154 Court: United States Bankruptcy Court District of Alaska (Anchorage) Judge: Hon. Gary Spraker Debtor's Counsel: David H. Bundy, Esq. DAVID H. BUNDY, PC 310 K Street, Suite 200 Anchorage, AK 99501 Tel: (907) 248-8431 Fax: (907)248-8434 Email: dhb@alaska.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David W. King, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 largest unsecured creditors is available for free at: http://bankrupt.com/misc/akb18-00154.pdf LEGAL COVERAGE: Trustee's $940K Sale of Philadelphia Property OK'd ------------------------------------------------------------------ Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Leslie Beth Baskin, the Chapter 11 Trustee for The Legal Coverage Group Ltd., to sell the real property located at 101 Walnut Street, Unit 8, Philadelphia, Pennsylvania, including all personal property located in the Agreement of Sale, to Matthew West or assignees for $940,000. The Trustee will hold and safeguard the originals of the three signed Deeds to the Real Property pending further order of the Court. By no later than seven calendar days from the date of the Order, the Trustee will file an adversary proceeding to determine the Debtor's rights in the Real Property and give appropriate notice to all interested creditors of Gary Alan Frank, 101 Walnut Associates, L.P., and the Debtor of such proceeding. The Trustee will endeavor in good faith to expedite the resolution and determination of the Adversary Proceeding at the least cost to the Debtor's estate and all other interested parties. Until further order of the Court, the Trustee is authorized to and will use her best efforts to maintain and manage the Real Property, which will include but not be limited to the collection of rent and other monies owed to the owner of the Real Property; the offering for sale or rental of all or some of the Real Property (subject to notice and approval by the court); and the payment of all costs relating to the Real Property, including but not limited to condominium and maintenance fees, to the extent the Trustee has funds available in the Debtor's estate. The Trustee will conduct the Management of the Real Property so as to maximize the monies received and minimize the costs incurred, including without limitation obtaining a valuation of the Real Property by use of an appraiser or otherwise. Until further order of the Court, the Trustee will hold all funds received in connection with the Management of the Real Property in a segregated Bank Account; will further segregate any funds received or paid on account of the Real Properly at 190 Presidential Blvd, Bala Cynwyd, PA from the Real Property located at 101 Walnut St., Philadelphia, PA; will not commingle funds in the Bank Account with any funds the Trustee may otherwise hold for the benefit of the Debtor's estate, and will file with the Court and serve on all parties on the service list on a monthly basis an accounting of the income and expenses relating to the Management of the Real Property, including without limitation all debits and credits made in the Bank Account. The order is without prejudice to the rights of any creditors or claimants of Gary Alan Frank, or creditors of the Debtor to assert any claims they may have against or interests they may have in the Real Property. Nothing in the order will constitute an authorization to use cash collateral. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Legal_Coverage_259_Order.pdf About The Legal Coverage Group The Legal Coverage Group Ltd., also known as LCG, Ltd., is a Pennsylvania Subchapter S corporation. LCG, the exclusive provider of HELP Legal Plan, was founded in 1995 to modernize and ultimately perfect the concept of the employee legal plan. Headquartered in the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held employee legal plan servicing worksites of all sizes and industries on a regional and national level, while maintaining the industry's highest rates of retention through unparalleled, unlimited, and fully comprehensive benefits services provided by only partner level attorneys. LCG sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018. In the petition signed by CEO Gary A. Frank, the Debtor estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Jean K. FitzSimon presides over the case. Dilworth Paxson LLP is the Debtor's legal counsel; and Wipfli LLP, as tax advisor. Leslie Beth Baskin, Esq., has been appointed as Chapter 11 Trustee, and is represented by the law firm of Spector Gadon & Rosen, PC. Counsel for The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company are Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Christopher J. Leavell, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP; Sarah R. Borders, Esq., Jeffrey R. Dutson, Esq., at KING & SPALDING LLP. LEWIS SPECIALTIES: Hires Barron and Barron as Counsel ----------------------------------------------------- Lewis Specialties Trucking Service, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Barron and Barron, L.L.P., as counsel to the Debtor. Lewis Specialties requires Barron and Barron to: (a) take all necessary actions to protect and preserve the bankruptcy estate, including prosecution of actions on its behalf, defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; (b) prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate herein; (c) formulate, negotiate, and propose a plan of reorganization, if justified; and (d) perform all other necessary legal services in connection with the bankruptcy proceedings. Barron and Barron will be paid at these hourly rates: Attorneys $275 Legal Assistants $50 to $75 Barron and Barron will be paid a retainer in the amount of $10,000. Barron and Barron will also be reimbursed for reasonable out-of-pocket expenses incurred. Diane S. Barron, a partner at Barron and Barron, L.L.P., 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. Barron and Barron can be reached at: Diane S. Barron, Esq. BARRON AND BARRON, L.L.P. P.O. Box 1347 Nederland, TX 77627 Tel: (409) 727-0073 Fax: 724-7739 About Lewis Specialties Trucking Founded in 1992, Lewis Specialties Trucking Service LLC -- http://www.lewisspecialties.com/-- offers full-service truck and trailer maintenance, truck painting, washing, repairs, and refurbishing, to name a few. The Debtor previously filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-10270) on May 5, 2017. Lewis Specialties Trucking Service filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-10175) on May 4, 2018. The Hon. Bill Parker presides over the case. In the petition signed by Antonio Lewis, president, the Debtor disclosed $626,800 in assets and $1.21 million in liabilities. Diane S. Barron, Esq., at Barron and Barron, L.L.P., serves as bankruptcy counsel. LUCKY DRAGON: Asian Investors Interested on Sale, Developer Says ---------------------------------------------------------------- According to a report by therealdeal.com, Andrew Fonfa, developer of the Lucky Dragon hotel and casino, said some investors from Asia are interested to acquire the casino. Until a deal is inked, restaurants and the casino floor in the property remain closed, while the hotel continues operations, the report says, citing Casino.org. Therealdeal.com recounts that Mr. Fonfa tried to auction the property in February, but creditors objected, however the owner of a nearby property with bigger investment aims for Vegas, Derek Stevens, showed up to the eventually-cancelled auction -- a sign that there might be some homegrown interest in the property. The nearly $140 million casino was mostly financed through the EB-5 investor visa program, through which Mr. Fonfa raised about $100 million from roughly 200 investors, the report says, citing Casino.org. 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. Lucky Dragon, LP, an affiliate of Lucky Dragon Hotel, hired Mushkin Cica Coppedge as legal counsel to represent the Debtor in matters, which the lead counsel, Schwartz Flansburg PLLC, has potential conflict of interest. Innovation Capital, LLC, serves as their financial advisor. 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. MEDCISION LLC: $4.4M Sale of All Assets to BroadOak Approved ------------------------------------------------------------ Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the Northern District of California authorized MedCision, LLC's sale of substantially all assets to BroadOak, Fund II, LLC and BroadOak Fund III, LLC, for $4,393,000, consisting of a credit bid by Broad Oak of $4,313,000 and a cash payment in the amount of $80,000. A hearing on the Motion was held on May 3, 2018 at 10:00 a.m. Other than as provided in the Purchase Agreement, the Purchased Assets conveyed hereunder will be conveyed on an "as is, where is" basis and "with all faults"; and free and clear of all Encumbrances. The Order is a final Order and is enforceable immediately on entry by the Clerk of the Court. The stay of Federal Rule of Bankruptcy Procedure 6004(h) is modified and will not apply to the Sale of the Purchased Assets in accordance with the Purchase Agreement, and the Debtor is authorized to take all actions and enter into all transactions authorized by the Order immediately. Time is of the essence in closing the transactions referenced, and the Debtor and the Purchaser intend to close the Sale no later than the third business day following the entry of the order. About MedCision LLC MedCision LLC develops automation technologies for vital clinical product handling processes. MedCision initially filed a voluntary petition for relief pursuant to Chapter 7 of the Bankruptcy Code on Dec. 20, 2017. By order dated Feb. 16, 2018, the case was converted to one under Chapter 11 (Bankr. N.D. Cal. Case No. 17-31272). Judge Hannah L. Blumenstiel presides over the case. The Debtor tapped Sheppard, Mullin, Richter & Hampton LLP as bankruptcy counsel; and Three Twenty-One Capital Partners as its investment banker. On March 22, 2018, the Court appointed Kyle Everett of Development Specialists, Inc., as the Debtor's Chief Restructuring Officer. On April 6, 2018, the Court entered an interim order authorizing Three Twenty-One Capital Partners as Investment Banker. MILLERBERND SYSTEMS: Hires Kloster Commercial as Appraiser ---------------------------------------------------------- Millerbernd Systems, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Kloster Commercial Resources, as appraiser to the Debtor. Millerbernd Systems requires Kloster Commercial to conduct and provide an appraisal of the Debtor's equipment. Kloster Commercial will be paid a flat fee of $3,200. Dennis Strassburg, senior appraiser of Kloster Commercial Resources, 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. Kloster Commercial can be reached at: Dennis Strassburg KLOSTER COMMERCIAL RESOURCES 606 25th Avenue South, Suite 104 St. Cloud, MN 56301 Tel: (320) 217-6300 About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway presides over the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Millerbernd Systems. MORSCO INC: Moody's Places B2 CFR Under Review for Upgrade ---------------------------------------------------------- Moody's Investors Service has placed all ratings for MORSCO, Inc. ("MORSCO") under review for upgrade. The ratings include the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B3 rating on its $300 million first lien term loan due 2023. RATINGS RATIONALE The review was prompted by the May 2018 announcement that Reece Limited ("Reece") (Ba1, stable), a supplier of plumbing and HVAC products in Australia, has entered into a definitive agreement to acquire MORSCO. The transaction, valued at approximately $1.44 billion will be funded with a combination of debt and equity. The review for upgrade reflects Moody's view that MORSCO's credit profile will benefit from being part of a larger combined organization with established market position and a stronger credit profile. The transaction is subject to regulatory approvals and customary closing conditions, and is expected to close in July 2018. Moody's review will focus on whether MORSCO's debt will be repaid or assumed, the likelihood of closing of the transaction, and its closing terms and conditions. Should MORSCO's debt be repaid as part of this transaction, Moody's will withdraw the ratings. Moody's took the following rating actions on MORSCO, Inc.: Corporate Family Rating, B2 placed under review for upgrade; Probability of Default Rating, B2-PD placed under review for upgrade; $300 million first lien term loan, B3 (LGD5) placed under review for upgrade; Outlook, changed to rating under review from stable. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. MORSCO, Inc., headquartered in Fort Worth, TX, is a distributor of plumbing, HVAC, building products, underground water and wastewater infrastructure products to professional contractors in residential construction, non-residential construction, and municipal end markets. MORSCO operates 171 branches throughout the southwest and southeast United States. The company has been owned by funds affiliated with Advent International Corporation since November 2011. In the LTM period ending March 31, 2018, MORSCO generated approximately $1.7 billion in revenues. MUSCLEPHARM CORP: Incurs $2.3 Million Net Loss in First Quarter --------------------------------------------------------------- MusclePharm Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.30 million on $26.54 million of net revenue for the three months ended March 31, 2018, compared to a net loss of $3.14 million on $26 million of net revenue for the three months ended March 31, 2017. As of March 31, 2018, MusclePharm had $33.89 million in total assets, $48.53 million in total liabilities and a total stockholders' deficit of $14.64 million. Management believes the restructuring plan, the continued reduction in ongoing operating costs and expense controls, and growth strategy, will enable the Company to ultimately achieve profitability. Management believes that the Company has sufficiently reduced its operating expenses, and that the Company's ongoing sources of revenue that will be sufficient to cover these expenses for the foreseeable future. The Company can give no assurances that this will occur. As of March 31, 2018, the Company had a stockholders' deficit of $14.6 million and recurring losses from operations. To manage cash flow, the Company entered into a secured borrowing arrangement, pursuant to which the Company has the ability to borrow up to $12.5 million subject to sufficient amounts of accounts receivable to secure the loan. The secured borrowing arrangement's term has been extended to July 31, 2018. In October 2017, the Company also entered into a loan and security agreement to borrow against the Company's inventory up to a maximum of $3.0 million for an initial six-month term which was automatically extended for six additional months. As of March 31, 2018, the Company owed $2.0 million under this loan and security agreement. On Nov. 3, 2017, the Company entered into a refinancing transaction with Mr. Ryan Drexler, the Company's Chairman of the Board, chief executive officer and president, to restructure all of the $18.0 million in notes payable to him, which are now due on Dec. 31, 2019. Accordingly, such debt is classified as a long-term liability at March 31, 2018. As of March 31, 2018, the Company had approximately $5.1 million in cash and $0.3 million in working capital. "The Company's ability to continue as a going concern and raise capital for specific strategic initiatives could also depend on obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms," the Company stated in the SEC filing. Mr. Drexler has verbally both stated his intent and ability to put more capital into the business if necessary. However, Mr. Drexler is under no obligation to the Company to do so, and the Company can give no assurances that Mr. Drexler will be willing or able to do so at a future date and/or that he will not demand payment of his refinanced convertible note on Dec. 31, 2019. The Company's capital resources as of March 31, 2018, available borrowing capacity and current operating plans are expected to be sufficient to fund the planned operations for at least twelve months from May 15, 2018. A full-text copy of the Form 10-Q is available for free at: https://is.gd/MCyrEr About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.muslepharm.com/-- develops, manufactures, markets and distributes branded nutritional supplements. Its portfolio of recognized brands includes MusclePharm Sport Series, Essential Series and FitMiss, as well as Natural Series, which was launched in 2017. These products are available in more than 100 countries worldwide. MusclePharm is an innovator in the sports nutrition industry with clinically proven supplements that are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, physicians and universities. MusclePharm incurred a net loss of $10.97 million in 2017 compared to a net loss of $3.47 million in 2016. As of Dec. 31, 2017, MusclePharm had $33.82 million in total assets, $46.36 million in total liabilities and a total stockholders' deficit of $12.53 million. NANAK131313 INC: Taps Horizon Business as Sales Agent ----------------------------------------------------- Nanak131313 inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Horizon Business Brokers, LLC, as its sales agent. The firm will assist the Debtor in connection with the sale of its business Latino Laundromat. Horizon's fee will be 10% of the sales price, however, in any event the fee shall be a minimum of $10,000. The firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Horizon can be reached through: Alan Horn Horizon Business Brokers, LLC 1934 Old Gallows Road, Suite 350 Tysons Corner, VA 22182 About Nanak131313 inc. Nanak131313 inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-11158) on April 2, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Brian F. Kenney presides over the case. Jonathan Vivona, Esq., is the Debtor's attorney. NATIONAL TRUCK: Taps Swift Currie as Special Counsel in Smith Case ------------------------------------------------------------------ National Truck Funding, LLC, and American Truck Group, LLC, seek approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to retain Swift, Currie, McGhee & Hiers, LLP as its special counsel. The firm will continue to represent the Debtors in a case (Case Number 17-C-05742) filed by a certain Stan Eugene Smith in the State Court of Fulton County, Georgia. The plaintiff alleges negligence on the part of ATG and its agents pursuant to Georgia state law. Erica Morton, Esq., a partner at Swift Currie, is the attorney who will be providing the services. The firm will charge these hourly rates: Senior/Junior Partners $180 Other Partners $160 Senior Attorneys $160 Associates (Years 4-7) $155 Associates (Years 1-3) $140 Paralegals $85 Mr. Morton neither represents nor holds any interest adverse to the Debtors, according to court filings. The firm can be reached through: Erica Morton, Esq. Swift, Currie, McGhee & Hiers, LLP 1355 Peachtree Street, NE, Suite 300 Atlanta, GA 30309 Office: 404.874.8800 Direct Phone: 404.888.6146 Fax: 404.888.6199 Email: erica.morton@swiftcurrie.com About National Truck Funding Headquartered in Gulfport, Mississippi, National Truck Funding, LLC -- http://nationaltruckfunding.com/-- retails and rents trucks. It operates as a subsidiary of American Truck Group, LLC -- http://americantruckgroup.com/-- which is a heavy duty truck dealer that specializes in aftermarket placement of Freightliner, Peterbilt, Kenworth and Volvo. American Truck Group's truck sales & showrooms are located in Gulfport, Mississippi, Atlanta, Georgia, and Phoenix, Arizona. National Truck and American Truck sought Chapter 11 protection (Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25, 2017. In the petition signed by Louis J. Normand, Jr., their manager, National Truck estimated its assets and liabilities at $10 million to $50 million, and American Truck estimated its assets and liabilities at $1 million to $10 million. Judge Katharine M. Samson presides over the cases. The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as bankruptcy counsel; Wessler Law Firm as local counsel; Haworth Rossman & Gerstman, LLC, as special counsel, Lefoldt & Company PA as accountant; and Chaffe & Associates as restructuring advisor and investment banker. An official committee of unsecured creditors was appointed in the Chapter 11 case of National Truck. The Committee is composed of Yolo Capital, Inc., Hannah Baby, LLC, Kevin C Farber, Gear & Axle of Mobile, and The Bollier Family Trust. NATURAL RESOURCE: S&P Ups Corp Credit Rating to B, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Natural Resource Partners L.P. to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on NRP's $346 million senior unsecured notes to 'B' from 'B-'. The recovery rating on the notes is unchanged at '4', indicating our expectation of average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. "The upgrade of NRP is driven by company's reduced debt and stable operating cash flows, which we expect will continue. The company repaid $317 million reported debt over the past 12 months, which lowered adjusted leverage to 4.8x in 2017 from 5x in the previous year. At the same time, NRP issued $258 million of preferred securities in 2017, which we treat as debt. Excluding the preferred equity, adjusted leverage was 3.7x as of year-end 2017. We expect the company to continue to focus on debt reduction and balance sheet strengthening through debt amortization payments (about $81 million scheduled for 2018) and cash buildup in the next 12 months that we anticipate will approach $30 million by year-end 2018. "The stable outlook reflects our view that NRP will generate stable cash flows driven by flat thermal and met production, partially offset by moderately lower royalties per ton in the next 12 months. We expect the company to generate approximately $208 million in adjusted EBITDA given a modest decline in the metallurgical prices. This should allow the company to continue to make mandatory debt repayments and maintain adjusted leverage below 5x in the next 12 months. "We could lower the rating if we believe there is a sharp and sustained decline in the met coal prices and material production decline in thermal coal, causing leverage to spike and approach 7x. Under this scenario, we would expect met coal prices to drop 40% in the next 12 months, causing EBITDA to drop sharply by about 30% from our base-case expectations. We could also lower the rating if the company implements a more aggressive financial policy that results in debt-financed distributions or weaker liquidity. "We could raise the rating over the next 12 months if there is a material improvement in met and thermal production volumes and price realizations, and we believe that lease payments from obligors would be sustained in the next 3 to 5 years, leading the leverage to fall below 4x. Under this scenario, EBITDA would improve above $350 million, which we consider unlikely given our expectations of moderation of the international met coal price and domestic secular thermal decline, pressuring production and prices." NEW CANEY FENCE: Hires Wyatt & Mirabella as Counsel --------------------------------------------------- New Caney Fence, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Wyatt & Mirabella, PC, as counsel to the Debtor. New Caney Fence requires Wyatt & Mirabella to: (a) provide legal advice with respect to the Debtor's powers and duties as a Debtor-in-Possession in the continued operation of its business; (b) take all necessary action on behalf of the Debtor to protect and preserve the Debtor's estate, including to prosecute actions on behalf of the Debtor, negotiate any and all litigation in which the Debtor is involved, and object to claims filed against the Debtor's estate; and (c) provide other legal services in relation to the bankruptcy proceedings as agreed by parties. Wyatt & Mirabella will be paid at these hourly rates: Shareholders $480 Paralegals $85 Wyatt & Mirabella received a retainer from the Debtor in the amount of $6,800 prepetition. Wyatt & Mirabella has applied $5,124 to prepetition services and to court filing fee, leaving a balance of $1,676 in Wyatt & Mirabella's IOLTA account. Wyatt & Mirabella will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald Wyatt, a partner at Wyatt & Mirabella, 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. Wyatt & Mirabella can be reached at: Donald Wyatt, Esq. WYATT & MIRABELLA, PC 26418 Oak Ridge Drive The Woodlands, TX 77380 Tel: (281) 419-8733 Fax: (281) 419-8703 About New Caney Fence New Caney Fence, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-32456) on May 5, 2018. The Debtor hired Donald Wyatt, Esq., at Wyatt & Mirabella, PC, as counsel. NEW ENGLAND CONFECTIONERY: Trustee Selling All Assets for $13M -------------------------------------------------------------- Harold B. Murphy, the duly appointed Chapter 11 trustee for the bankruptcy estate of New England Confectionery Company, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts an amended notice of his private sale of substantially all assets to CI-N Acquisition, LLC for $13,296,900, subject to adjustments, subject to overbid. Pursuant to 11 U.S.C. Sections 105 and 363, Federal Rules of Bankruptcy Procedure 2002(a)(2) and 6004, and MLBR 2002-5 and 6004-1 , and pursuant to an Order of the Court dated May 2, 2018 approving the Bid Procedures Order, the Trustee, intends to sell at private sale all of the Estate's right, title, and interest in certain of the Debtor's assets to the Buyer for the sum of $13,296,900, subject to certain purchase price adjustments on the terms set forth in the Asset Purchase Agreement dated April 17, 2018, as amended, by and between the Trustee and the Buyer. The Purchased Assets will be sold "as is" and "where is" with no representations or warranties whatsoever, either express or implied. The sale will be free and clear of all liens, claims, encumbrances, and interests. Any perfected, enforceable, and valid liens will attach to the proceeds of the sale in accordance with the priorities established under applicable law. The objection deadline is May 18, 2018 at 4:30 p.m. Through the Notice, the Trustee solicits counteroffers for the Purchased Assets. The counteroffers must be submitted no later than May 18, 2018 at 4:30 p.m. in order to be considered timely. The counteroffers may be submitted as to the Purchased Assets in their entirety, to individual product lines, or to the assets located in the Debtor's electrical cogeneration facility at its premises. NECCO's assets include a portfolio of confectionery products, organized into two units: Sugar and Chocolate. Within each unit there are several Product Lines. The Product Lines associated with the Sugar portfolio are as follows: (i) NECCO Wafers; (ii) Sweethearts; (iii) Candy Buttons; (iv) Mary Jane; and (v) Canada Mints. The Product Lines associated with the Chocolate portfolio are as follows: (vi) Mighty Malts; (vii) Haviland; (viii) Clark bars; and (ix) Sky Bar. The assets available for purchase as a Product Line include the following categories of assets, only with respect to that particular Product Linezl (a) raw materials, work-in-process, and finished goods and other items of inventory; (b) machinery, equipment, tools, molds, dies, and related items used at the work stations to manufacture the Product Line; (c) patents, trademarks, tradenames, trade secrets and related intellectual property; (d) manufacturer and other warranties; (e) licenses, permits, and other certificates; (f) manuals, instructions, and other documents. The minimum counterbid for an Entireties Bid to qualify as a competing bid is $13,961,900, which is equal to an amount $665,000 higher than the initial purchase price. The minimum counterbid for a Product Line bid or a Co-Generation Asset bid to be a Competing Bid is $500,000. The Competing Bids must be filed with the Court, accompanied by a cashier's check made payable to the Trustee in an amount equal to 5% of the counteroffer, and must be received no later than the Counteroffer Deadline. The Sale Hearing is set for May 23, 2018 at 1:30 p.m. An auction for all or any part of the Purchased Assets will be held only if (i) there is an Entireties Bid that is a Competing Bid at the Counteroffer Deadline, or (ii) if at the Counteroffer Deadline one or more Product Line bids and/or Co-Generation Asset bids constitute a Competing Bid and the aggregate cash purchase price to be paid to Seller at closing by all Competing Bids at the Counteroffer Deadline for the individual Product Lines and the Co-Generation Asset is at least $11,200,000. The Buyer and any parties submitting Competing Bids will be required to attend the Auction. Terms and conditions for the Auction are set forth in the Bid Procedures Order and the attached Bid Procedures. At the Sale Hearing, the Court may (i) consider any requests to strike any counteroffer; (ii) determine further terms and conditions of the sale; and (iii) determine the conditions for the Auction. About Necco NECCO Holdings, Inc. and New England Confectionery Company, Inc. -- http://www.necco.com/-- are a producer and supplier of candy products. Creditors Americraft Carton, Inc., of Prairie Village, Kansas; Ungermans Packaging Solutions of Fairfield, Iowa; and Genpro, Inc., of Rutherford, New Jersey, filed an involuntary Chapter 7 petition against New England Confectionery Company, Inc. (Bankr. D. Mass. Case No. 18-11217) on April 3, 2018. The case was converted to a voluntary Chapter 11 bankruptcy petition on April 17, 2018. In the petition signed by Michael McGee, its president, Necco estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Melvin S Hoffman presides over the case. Necco hired Scott H. Moskol, Esq., Tal Unrad, Esq., and William V. Sopp, Esq., at Burns & Levinson LLP, as counsel. The three petitioning creditors claimed they were owed more than $1.6 million. Americraft Carton is represented by Christopher M. Candon, Esq., at Sheehan Phinney Bass + Green PA. Ungermans Packaging Solutions is represented by John J. Dussi, Esq., at Cohn & Dussi, LLC. Genpro is represented by Joseph L. Schwartz, Esq., at Riker, Danzig, Sherer, Hyland & Perretti. The Court appointed Harry B. Murphy, Esq., at Murphy & King, as Necco's Chapter 11 trustee. He has engaged his own firm as counsel and Verdolino & Lowey, P.C. as financial advisor. NEW ENGLAND CONFECTIONERY: Trustee Taps Threadstone Advisors ------------------------------------------------------------ Harold Murphy, Chapter 11 trustee for New England Confectionery Company, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire an investment banker. The Trustee proposes to employ Threadstone Advisors, LLC, in connection with the proposed sale of substantially all of the Debtor's assets. Upon consummation of the sale, Threadstone is entitled to receive a commission of $510,000, following application of the retainer of $40,000 already paid to the firm by the Debtor; and 5% of sale proceeds in excess of $15,000,000 actually received by the Debtor's estate. Threadstone is also entitled to out-of-pocket expenses up to $15,000 from proceeds of the sale. The firm's current expenses total approximately $5,000. The firm does not represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. Threadstone can be reached through: James Dworkin Threadstone Advisors, LLC 477 Madison Avenue, 24th Floor New York, NY 10022 Phone: (646) 790-8915 Email: jdworkin@threadstonelp.com About Necco NECCO Holdings, Inc. and New England Confectionery Company, Inc. -- http://www.necco.com/-- are a producer and supplier of candy products. Creditors Americraft Carton, Inc. of Prairie Village, Kansas; Ungermans Packaging Solutions of Fairfield, Iowa; and Genpro, Inc. of Rutherford, New Jersey, filed an involuntary Chapter 7 petition against New England Confectionery Company, Inc. (Bankr. D. Mass. Case No. 18-11217) on April 3, 2018. The case was converted to a voluntary Chapter 11 bankruptcy petition on April 17, 2018. In the petition signed by Michael McGee, its president, Necco estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Melvin S. Hoffman presides over the case. Necco hired Scott H. Moskol, Esq., Tal Unrad, Esq., and William V. Sopp, Esq., at Burns & Levinson LLP, as counsel. The three petitioning creditors claimed they were owed more than $1.6 million. Americraft Carton is represented by Christopher M. Candon, Esq., at Sheehan Phinney Bass + Green PA. Ungermans Packaging Solutions is represented by John J. Dussi, Esq., at Cohn & Dussi, LLC. Genpro is represented by Joseph L. Schwartz, Esq., at Riker, Danzig, Sherer, Hyland & Perretti. The Court appointed Harry B. Murphy, Esq., at Murphy & King, as Necco's Chapter 11 trustee. He has engaged his own firm as counsel and Verdolino & Lowey, P.C. as financial advisor. NINE WEST: Gets Court Approval to Sell All Assets ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved the bidding procedures governing the sale of substantially all of the assets of Nine West Holdings Inc. and its debtor-affiliates. In connection with the sale, ABG-Nine West LLC was named as the stalking-horse bidder for the Debtors' assets. Any person interested in making an offer to purchase the Debtors' assets should contact: Consensus Advisory Services LLC Sale Process Investment Banker 660 Madison Avenue, Suite 1600 New York, NY 10112 Attn: Michael A. O'Hara Tel: (212) 651-2135 Email: mohara@consensusadvisors.com -- or -- Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 Attn: Steve Toth, Esq. Joseph M. Graham, Esq. Alyssa B. Russell, Esq. Tel: (312) 862-2000 Email: steve.toth@kirkland.com joe.graham@kirkland.com alyssa.russell@kirkland.com The deadline to submit a qualified bid is June 4, 2018, at 4:00 p.m. (prevailing Eastern Time) followed by an auction for the purchased assets on June 8, 2018, at 10:00 a.m. (prevailing Eastern Time). A hearing to consider the proposed sale will be held before the Hon. Shelley C. Chapman of the U.S. Bankruptcy on June 18, 2018, at 11:00 a.m. (prevailing Eastern Time) at One Bowling Green, New York, New York 10004-1408. Objections, if any, are due no later than 4:00 p.m. (prevailing Eastern Time) on June 12, 2018. 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. NORTHERN POWER: Incurs $1.81 Million Net Loss in First Quarter -------------------------------------------------------------- Northern Power Systems Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.81 million for the three months ended March 31, 2018, compared to a net loss of $1.19 million for the same period in 2017. Revenues for the three months ended March 31, 2018 were $1.6 million, compared to $6.2 million in the first quarter of 2017. Order backlog at the end of the first quarter was $7 million, compared to $30 million for the prior year first quarter. As of March 31, 2018, Northern Power had $11.75 million in total assets, $15.69 million in total liabilities and a total shareholders' deficiency of $3.94 million. The Company's distributed wind business continues to face significant challenges in its historical core markets, particularly Italy and in other evolving, but strategic, markets such as the US and Germany. In Italy, continued uncertainty regarding the formation of a new government and the timing and nature of a new feed-in-tariff for distributed wind has halted Italy-based sales and revenue generating activities. In the US, the budget bill passed in February 2018 by Congress provided a multi-year extension of the Investment Tax Credit (ITC) for small wind systems (100 kW and below). With the passage of the legislation, certain purchasers of the Northern Power 100kW turbine can now avail themselves of a 30% tax credit which will improve significantly the economics of an investment in distributed wind. The Company anticipates that the Italian market for its distributed wind solutions will re-open in the fourth quarter of 2018. With the re-opening of the Italian market, together with sales from other markets, the Company anticipates that its distributed wind business will be positioned to rebound in 2019. The Company stated that "We are seeing traction in our energy storage business through a developing pipeline and initial installation activity. Considering the changing trends in our two business areas, we are considering various strategies to sustain the distributed wind business while accelerating growth in energy storage. To this end, we are evaluating a variety of strategic transactions for the energy storage business or the company as a whole, including seeking investment into our overall business or investment specifically dedicated to the energy storage business." Eric Larson, chief accounting officer, commented, "The decline in our revenue year over year is attributable to the on-going delays in our core Italian market. In our first quarter of 2018, the majority of our product revenue was from the sale of energy storage equipment and energy storage activities. In the near term, energy storage will be an emerging market for us and as such the predictability of this business segment is uncertain. We note that with our market capitalization currently under $3 million there is a risk that we could receive a delisting notification from the Toronto Stock Exchange. If this occurs, we will address options accordingly." "We are seeing interesting traction in our energy storage offerings which range from complete turnkey installations including site acquisition and development, to supplying key individual components and related software to strategic customers. We are currently in conversations with a range of partners and customers on projects that could support our growing potential order backlog. Our installation with UniEnergy Technologies in Washington State highlights the versatility of our controls in particular seamless switching between grid connected and islanding mode as well as black start capability," commented Ciel Caldwell, president and chief operating officer. She continued, "with a developing energy storage pipeline, and rapid progress on our core strategy of providing complete turnkey solutions, we believe we can identify strategic or financial partners with interest in participating in the growth in this area." The Company has historically incurred operating losses since its inception and had an accumulated deficit of $178.9 million, a working capital deficit of $4.5 million at March 31, 2018 and used cash in operations of $2.2 million during the three months ended March 31, 2018. Management anticipates incurring additional losses until the Company can produce sufficient revenue to cover its operating costs, if ever. "Since inception, the Company has funded its net capital requirements with proceeds from private equity and public and debt offerings. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company evaluated these conditions as well as actions taken in previous years to improve profitability. These actions included cost reductions by reducing headcount and restructuring management, reducing the cost of our core distributed wind products, optimizing our supply chain, and monetizing certain of our utility wind assets. In addition, we have begun commercializing our sales of our power converters, we are expanding our service offerings to include full turnkey wind turbine installations and have increased sales staff to expand into additional markets, especially the U.S. In the fourth quarter of 2017, we increased our line of credit from $2.0 million to $2.5 million and extended the maturity date from December 31, 2017 to June 30, 2019. Historically, our revenue has been driven by international sales. The Italian authorities have drafted a new law that is currently under review. The new law provides for a feed-in-tariff from the date of publication until December 31, 2020. The lack of clarity with respect to the feed-in-tariff and the delay in the approval of a 2018-2020 feed-in-tariff has stalled commercial activity, orders, order closure and contract execution and may impact 2018 revenue. Although it is expected that the 2018-2020 feed-in-tariff will become effective by the fourth quarter of 2018, there is no guarantee it will be approved and implemented in a timely manner or at favorable rates. We continue to monitor the actions we have taken throughout the year to improve profitability and will reduce headcount, including the use of temporary furloughs, or manufacturing activity as needed to maintain the Company's long-term financial position. Despite our efforts, we cannot predict with certainty that the outcome of our plans and actions will be successful to meet our liquidity needs for the next twelve months from the issuance of the financial statements and as such, these issues raise substantial doubt regarding our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recovery and classification of asset carrying amounts or the amounts and classification of liabilities that may result from the outcome of this uncertainty," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/d1wTiJ About Northern Power Systems Northern Power Systems -- http://www.northernpower.com/-- designs, manufactures, and sells distributed power generation and energy storage solutions with its advanced wind turbines, inverters, controls, and integration services. With approximately 20 million run-time hours across its global fleet, Northern Power wind turbines provide customers with clean, cost-effective, reliable renewable energy. NPS turbines utilize patented permanent magnet direct drive (PMDD) technology, which uses fewer moving parts, delivers higher energy capture, and provides increased reliability thanks to reduced maintenance and downtime. Northern Power also develops Energy Storage Solutions (ESS) based on the FlexPhase power converter platform, which features patented converter architecture and controls technology for advanced grid support and generation applications. Northern Power reported net income of $59,000 for the year ended Dec. 31, 2017, compared to a net loss of $8.94 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Northern Power had $14.64 million in total assets, $16.93 million in total liabilities and a total shareholders' deficiency of $2.29 million. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring cash losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. NORTHWEST TERRITORIAL: Trustee's $1M Sale of Medallic Assets Okayed ------------------------------------------------------------------- Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington authorized Mark Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC, to sell the Medallic tradename, website, customer lists, archives, tools, specific machinery, certain company owned Medallic dies and other property to Medalcraft Mint, Inc., for $1 million. A hearing on the Motion was held on May 4, 2018. The sale is free and clear of all interests, including liens, claims, and encumbrances, with all such interests to attach to the net proceeds of the Sale. The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004(h), 6006(d), 7062 and any other provision of the Bankruptcy Code or Bankruptcy Rules will not apply, is expressly lifted and the Order is immediately effective and enforceable. The Court's oral ruling determining that the Trustee may sell Coining Dies and related materials which embody designs that constitute the intellectual property of third parties, made at a hearing on March 6, 2018, is incorporated by reference. The Buyer warrants that the Coining Dies sold pursuant to the Medalcraft APA will not be used without the express consent of the customer(s) on whose behalf the Coining Die was created. The Buyer acknowledges and agrees to submit to the jurisdiction of the Court to resolve any claim of unauthorized use of any of the Coining Dies and acknowledges and agrees that unauthorized use of the Coining Dies, whether by the Buyer or any agent or employee of the Buyer, or any person who subsequently acquires title or possession of a Coining Die may subject the Buyer and all its officers, directors and managers of the Buyer to sanctions for contempt of the sale order in addition to any other claims or penalties that may be imposed under non-bankruptcy law. The Coining Dies, galvanos, bas-relief sculpts, electronically stored images, diagrams or manifestations of copyrighted material, or sample strikes of coins or medals associated with the following customers are not included in the assets which are the subject of the sale order: 1) Betty Carey; 2) the United States Golf Association; 3) Gary Marks; 4) New York Numismatic Club; 5) Heidi Wasteet; and 6) Joseph Paul Illg. The Buyer will comply with the policies of the Seller with respect to limitations on the transfer of personally identifiable about individuals who are not affiliated with the Debtor. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. NORTHWEST TERRITORIAL: Trustee's Sale of Medallic Inventory Okayed ------------------------------------------------------------------ Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington authorized Mark Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC to sell Medallic Art Co., LLC coining dies and inventory to Boy Scouts of America for $30,000. The sale is free and clear of all interests, including liens, claims, and encumbrances, with all such interests to attach to the net proceeds of the Sale. The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004(h), 6006(d), 7062 and any other provision of the Bankruptcy Code or Bankruptcy Rules will not apply, is expressly lifted and the Order is immediately effective and enforceable. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. NRC US: Moody's Affirms B3 CFR & Assigns B3 to First Lien Revolver ------------------------------------------------------------------ Moody's Investors Service affirmed NRC US Holding Company, LLC's (NRC) Corporate Family Rating (CFR) at B3 and upgraded the Probability of Default Rating to B3-PD from Caa1-PD. Additionally, Moody's assigned B3 ratings to the company's proposed senior secured first-lien revolving credit facility and proposed senior secured first-lien term loan. The rating outlook was changed to positive from stable. The rating assignments follow the company's plan to refinance its existing bank credit facility with a $40 million revolving credit facility and a $358 million term loan with the additional term loan proceeds used to fund the pending acquisition of SWS Environmental Services, Inc. (SWS), repay existing debt at Sprint Energy Services (Sprint) and pay a dividend to NRC's equity sponsor, J.F. Lehman & Company (JFL). In conjunction with this recapitalization, JFL is merging NRC with Sprint, another one of its portfolio companies, to form a more comprehensive environmental, compliance and waste management services provider. Moody's expects to withdraw the B3 senior secured ratings on NRC's existing revolving credit facility and term loan upon closing of this proposed transaction. RATINGS RATIONALE The affirmation of the B3 CFR and move to positive outlook acknowledges the anticipated benefits from the combination of NRC and Sprint, a vertically-integrated provider of environmental and waste management services to the upstream and midstream energy markets. NRC will have greater scale (revenues to $360 million from $235 million) and revenue diversification (adding energy waste disposal revenues) and a broader geographic footprint (expansion into the Southeastern US, Gulf of Mexico and West Texas regions) following the acquisition of SWS and the addition of Sprint. The combined company will provide a suite of services to ensure compliance with environmental, health and safety laws and regulations to a broad range of end markets and customers. Existing and pending landfill capacity in the highly active Eagle Ford (TX) and Permian Basins (TX) should generate stronger earnings and cash flows as energy sector fundamentals continue to strengthen. The proposed refinancing increases pro forma debt-to-EBITDA to over 6x, which is somewhat high for the B3 rating. However, financial flexibility should improve over the next 12 months as Sprint's Karnes County landfill, opened in October 2016, is expected to generate increasing earnings and cash flow as operations ramp towards full-run rate performance throughout 2018 and into 2019. In addition, two additional landfills in the Permian Basin are scheduled to open in 2019, expanding capacity for additional high-margin revenues. The transition to an all first-lien covenant-lite debt structure results in a revision to the family recovery rate assumption to 50% from 65%, which drives the PDR upgrade to B3-PD from Caa1-PD. Moody's took the following rating actions on NRC US Holding Company, LLC: - Corporate Family Rating, affirmed at B3 - Probability of Default Rating, upgraded to B3-PD from Caa1-PD - GTD Senior Secured Revolving Credit Facility, assigned at B3 (LGD3) - GTD Senior Secured Term Loan, assigned at B3 (LGD3) - Rating outlook to positive from stable Moody's took no action on and expects to withdraw the following ratings upon closing of the proposed transaction: - Senior Secured Revolving Credit Facility, at B3 (LGD3) - Senior Secured Term Loan, at B3 (LGD3) NRC's B3 CFR reflects still relatively small scale, a history of uneven free cash flow, the inherent cyclicality in energy end markets and the unpredictable nature of emergency response revenues. Leverage is higher with the recapitalization with Moody's acknowledging that meaningful revenue synergies in the near-term should significantly improve earnings. Standby revenues, approximately 15% of total revenues, are largely predictable and generate higher margins, however revenues related to environmental services (over 75% of revenues) are more volatile and generate substantially lower margins. Waste disposal revenues at less than 10% of revenues are expected to demonstrate accelerated growth which should translate into higher returns as incremental volumes in excess of fixed operating costs flow through to the bottom line. Liquidity is adequate with the proposed, larger $40 million revolving credit facility set to expire in 2023 expected to be undrawn at transaction close. Moody's expects revolver usage to be largely limited to funding acquisitions as free cash flow over the next 12-18 months is anticipated to exceed $10 million. The revolving facility size is modest (approximately 10%) in relation to the company's revenue base, however cash on hand in the $10 million range along with growing free cash flow help offset this concern. The facility is expected to include a springing Total Net Leverage Ratio tested if borrowings, net of a set amount of letters of credit, exceed an agreed upon percentage of the total facility. The term loan will not have any financial maintenance covenants. Because covenant headroom is very tight under the existing facility, the refinancing improves covenant flexibility by shifting to a covenant-lite structure. The positive outlook reflects a high percentage of revenues benefiting from various federal and state regulations. The addition of waste disposal services in highly productive shale basins, where breakeven production costs have fallen dramatically, positions NRC to benefit from an increasingly favorable energy sector backdrop. Additionally, NRC has a business model that is capable of generating solid levels of free cash flow due to attractive margins and modest capital expenditure needs. The ratings could be upgraded if NRC profitably grows revenue and reduces revenue volatility. Quantitatively, debt-to-EBITDA comfortably below 5x, EBIT-to-interest coverage over 1.5x and free cash flow-to-debt in the mid-single digit range could lead to higher ratings. The ratings could be downgraded due to greater volatility in revenues, expectations for sustained negative free cash flow or an erosion in liquidity. Debt-to-EBITDA remaining near 6x or above, the EBIT margin falling to the low-single digits or EBIT-to-interest in the 1x range could also result in negative rating pressure. NRC US Holding Company, LLC provides recurring environmental and compliance services (remediation, cleaning, decontamination, maintenance and inspection) to the marine and rail transportation, general industrial and energy markets. The addition of Sprint Energy Services expands the company's capabilities to include waste management services to the upstream and midstream energy markets. Pro forma revenues for the latest twelve months ended March 31, 2018 were approximately $360 million. Since early 2012, NRC has been owned by funds affiliated with J.F. Lehman & Company. The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in April 2018. ONCOBIOLOGICS INC: Has Until June 26 to Regain Nasdaq Compliance ---------------------------------------------------------------- Oncobiologics, Inc., received formal notice on May 14, 2018 that the Nasdaq Hearings Panel has granted the Company's request for an extension through June 26, 2018 to evidence compliance with all applicable requirements for continued listing on Nasdaq, including the applicable $35.0 million market capitalization requirement. About Oncobiologics Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $63.13 million for the year ended Sept. 30, 2016. As of March 31, 2018, Oncobiologics had $27.78 million in total assets, $43.05 million in total liabilities, $18.29 million in series A convertible preferred stock, and a total stockholders' deficit of $33.56 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured notes due in December 2018 and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. ONCOBIOLOGICS INC: Reports $8.55 Million Net Loss for 2nd Quarter ----------------------------------------------------------------- Oncobiologics, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $8.55 million on $771,890 of collaboration revenues for the three months ended March 31, 2018, compared to a net loss attributable to common stockholders of $8.04 million on $303,140 of collaboration revenues for the three months ended March 31, 2017. For the six months ended March 31, 2018, the Company reported a net loss attributable to common stockholders of $26.28 million on $1.54 million of collaboration revenues compared to a net loss attributable common stockholders of $27.14 million on $606,281 of collaboration revenues for the same period last year. As of March 31, 2018, Oncobiologics had $27.78 million in total assets, $43.05 million in total liabilities, $18.29 million in series A convertible preferred stock, and a total stockholders' deficit of $33.56 million. At March 31, 2018, the Company had cash of $5.9 million, compared to $3.2 million at Sept. 30, 2017. On May 14, 2018, the Company announced the closing of the first tranche of its $15.0 million private placement offering, receiving $7.5 million in aggregate gross proceeds. Oncobiologics' Chairman and Chief Executive Officer Dr. Pankaj Mohan commented, "I am excited to report that our pipeline continues to offer significant opportunities to generate stockholder value. We recently entered into an agreement for a $15.0 million capital raise that will be used to advance the development of our portfolio, including ONS-5010, and support our operations through the end of this calendar year and have already received $7.5 million of the proceeds. "We continue to make progress with the ONS-5010 development program and expect to initiate a clinical trial in 2018. Additionally, we are advancing our pre-clinical biosimilar product candidates and continue to engage with potential partners to lead the Phase 3 clinical trials for ONS-3010 and ONS-1045," continued Dr. Mohan. "During the second quarter of fiscal 2018, we made progress implementing our new strategy to leverage our BioSymphony Platform to accelerate and maximize commercial revenues from our core expertise in drug development and manufacturing. The interest in leveraging our extensive development and manufacturing platform among potential biotech customers has been extremely positive. We expect to enter into our first customer agreement for our new contract development and manufacturing (CDMO) business and start recognizing revenue in the near future," concluded Dr. Mohan. Liquidity The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of $195.7 million as of March 31, 2018. The Company has substantial indebtedness that includes $13.5 million of senior secured notes due in December 2018 and $4.6 million in notes payable to stockholders that are payable on demand. "There can be no assurance that the holders of the stockholder notes will not exercise their right to demand repayment. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying unaudited interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited interim consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. "Management believes that the Company's existing cash as of March 31, 2018 and the proceeds received and to be received from the May 2018 private placement of common stock and warrants, will be sufficient to fund its operations through December 2018, excluding repayment of debt. Substantial additional financing will be needed by the Company to fund its operations in the future and to commercially develop its product candidates. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include, but are not limited to: private placements of equity and/or debt, payments from potential strategic research and development, licensing and/or marketing arrangements with pharmaceutical companies, providing manufacturing services on a contract basis to other biopharmaceutical companies and public offerings of equity and/or debt securities. There can be no assurance that these future funding efforts will be successful. "The Company's future operations are highly dependent on a combination of factors, including (i) the timely and successful completion of additional financing discussed above; (ii) the Company's ability to complete revenue-generating partnerships with pharmaceutical companies; (iii) the success of its research and development; (iv) the development of competitive therapies by other biotechnology and pharmaceutical companies, and, ultimately, (v) regulatory approval and market acceptance of the Company's proposed future products," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Gp2tSW About Oncobiologics Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $63.13 million for the year ended Sept. 30, 2016. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured notes due in December 2018 and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. ONCOBIOLOGICS INC: Series B Warrant Delisted from Nasdaq -------------------------------------------------------- The Nasdaq Stock Market LLC filed a Form 25-NSE with the Securities and Exchange Commission notifying the removal from listing or registration of Oncobiologics, Inc.'s Series B Warrant on the Exchange. About Oncobiologics Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $63.13 million for the year ended Sept. 30, 2016. As of March 31, 2018, Oncobiologics had $27.78 million in total assets, $43.05 million in total liabilities, $18.29 million in series A convertible preferred stock, and a total stockholders' deficit of $33.56 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured notes due in December 2018 and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. ONCOBIOLOGICS INC: Will Raise $15 Million in Private Placement -------------------------------------------------------------- Oncobiologics, Inc., has entered into a purchase agreement with GMS Tenshi Holdings Pte. Limited, the Company's strategic business partner and largest investor, providing for the private placement of $15.0 million of shares of its common stock and warrants that have an aggregate exercise price of approximately $20.0 million. The closing of the sale of the first tranche of this private placement for an aggregate of 6,377,383 shares of Oncobiologics common stock and warrants to acquire up to 10,256,410 additional shares of its common stock for aggregate cash proceeds of $7.5 million occurred May 14, 2018. The common shares were sold at the ONS consolidated closing bid price on May 11, 2018, plus a premium to reflect the purchase of the warrants. The warrants have an exercise price of $0.975 per share, which also reflects the ONS consolidated closing bid price on May 11, 2018, and a term of eight years. "We are pleased to have the continued financial backing and strategic support from GMS Tenshi. The proceeds from this equity offering provide us with the capital resources to support Oncobiologics' ongoing clinical and pre-clinical development programs in the U.S., including ONS-5010, an innovative drug product candidate, through the end of 2018. We look forward to providing updates over the coming weeks and months as we make progress advancing our programs and business," commented Dr. Pankaj Mohan, chairman and chief executive officer of Oncobiologics. Oncobiologics intends to use the net proceeds from the private placement primarily for the initiation of clinical trials for ONS-5010, an innovative monoclonal antibody (mAb) product candidate under development, the expansion of the BioSymphony Platform for providing contract development and manufacturing services (CDMO), and for working capital and general corporate purposes. Faisal Sukhtian, an Oncobiologics board member and representative of GMS Tenshi, stated, "I am pleased GMS Tenshi has expanded its strategic relationship with Oncobiologics through this capital investment. GMS Tenshi sees tremendous value in the integrated resources and capabilities Oncobiologics has established, including the BioSymphony Platform and its flexibility for both proprietary and CDMO projects, which rival that of much larger commercial biotech companies. We look forward to the continuation of this strategic partnership to develop affordable biologic drugs for patients around the world." Under the purchase agreement, the Company and GMS Tenshi will close the sale of the remaining $7.5 million of securities between June 11, 2018 and Sept. 21, 2018, although GMS Tenshi agreed to acquire a portion of the second tranche securities no later than June 11, 2018 as may be necessary for the Company to achieve compliance with the minimum market value of listed securities standard of the Nasdaq Capital Market. The Company and GMS Tenshi also amended the terms of the Sept. 11, 2017 Investor Rights Agreement to grant GMS Tenshi certain registration rights with respect to the shares of its common stock issued in the private placement, including the shares of common stock that may be issued upon exercise of the warrants issued to GMS Tenshi in the private placement. About GMS Tenshi Holdings GMS Tenshi is a Singapore based joint-venture between Tenshi Life Sciences Private Limited, and GMS Holdings, a private investment company headquartered in Amman, Jordan owning a portfolio of diversified businesses globally. Together with Strides Shasun and Tenshi Life Sciences, GMS Holdings is a strategic investor in Stelis Biopharma. About Oncobiologics Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $63.13 million for the year ended Sept. 30, 2016. As of March 31, 2018, Oncobiologics had $27.78 million in total assets, $43.05 million in total liabilities, $18.29 million in series A convertible preferred stock, and a total stockholders' deficit of $33.56 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured notes due in December 2018 and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. ONE HUNDRED FOLD: Taps Hannis T. Bourgeois as Accountant -------------------------------------------------------- One Hundred Fold II, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire Hannis T. Bourgeois, LLP as its accountant. The firm will assist the Debtor in the preparation of tax returns and monthly operating reports during the course of its Chapter 11 case. Hannis will charge an hourly fee of $150. David Wascom, a certified public accountant employed with Hannis, disclosed in a court filing that he has no connection with the Debtor or any of its creditors. The firm can be reached through: David Wascom Hannis T. Bourgeois, LLP 178 Del Orleans Avenue, Suite C Denham Springs, LA 70726 Phone: 225.928.4770 Email: dwascom@htbcpa.com About One Hundred Fold II One Hundred Fold II, LLC, is a privately held company in Baton Rouge, Louisiana that leases real estate properties. One Hundred Fold II, LLC, filed a Chapter 11 petition (Bankr. M.D. La. Case No. 18-10313) on March 24, 2018. In the petition signed by Jerry L. Baker, Jr., manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Douglas D. Dodd presides over the case. Attorney Pamela Magee LLC is the Debtor's counsel. ORION HEALTHCORP: Committee Taps CBIZ as Financial Advisor ---------------------------------------------------------- The official committee of unsecured creditors of Orion Healthcorp, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. The firm will assist the committee in its review of the financial aspects of any proposed sale or bankruptcy plan; evaluate the cash flow, projections and budgets prepared by Orion and its affiliates; provide financial analysis related to any proposed debtor-in-possession financing; analyze transactions with vendors; and provide other financial advisory services related to the Debtors' Chapter 11 cases. The firm will charge these hourly rates: Directors/Managing Directors $425 - $795 Managers/Senior Managers $355 - $425 Senior Associates/Staff $175 - $355 Charles Berk, managing director of CBIZ, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles M. Berk CBIZ Accounting, Tax and Advisory of New York, LLC 5 Bryant Park New York, NY 10018 Phone: 212-790-5883 Email: cberk@cbiz.com 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 appointed an official committee of unsecured creditors on April 4, 2018. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel. OUR CIGAR BAR: Taps Wilkins Bankester as Legal Counsel ------------------------------------------------------ Our Cigar Bar, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Wilkins, Bankester, Biles & Wynne, PA as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Marion Wynne, Jr., Esq., and N. Trey Canida, Esq., the attorneys who will be handling the case, will charge $250 per hour and $200 per hour, respectively. Wilkins received a retainer in the sum of $9,217, including the filing fee of $1,717. The firm has no connections with the Debtor or any of its creditors, according to court filings. Wilkins can be reached through: Nicolas Trey Canida, Esq. Wilkins, Bankester, Biles & Wynne, PA P.O. Box 1367 Fairhope, AL 36533 Phone: 251-928-1915 Email: tcanida@wbbwlaw.com About Our Cigar Bar LLC Our Cigar Bar, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 18-01449) on April 11, 2018. In the petition signed by Kendall Dedeaux, manager and member, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Jerry C. Oldshue presides over the case. PARAGON OFFSHORE: M. Hammersley Notice of Appeal Untimely, Ct. Says ------------------------------------------------------------------- The appeals case captioned MICHAEL HAMMERSLEY, Appellant, v. PARAGON OFFSHORE PLC, Appellee, Civ. No. 18-258 (GMS) (D. Del.) arises from a Bankruptcy Court order ("Partial Sanctions Order"), which granted, in part, a motion for sanctions against pro se appellant Michael Hammersley in the chapter 11 case of Paragon Offshore PLC. The Appellee filed motion to dismiss and argues that the court lacks jurisdiction to consider the appeal because Appellant failed to file his notice of appeal within the 14-day period prescribed by Rule 8002(a) of the Federal Rules of Bankruptcy Procedure and because the time to move the Bankruptcy Court for an extension of time under Bankruptcy Rule 8002(d)(1) has also expired. Related to the appeal, Appellant has filed a Motion for Permission to Participate in Electronic Case Filing which is unopposed. Upon review, District Judge Gregory M. Sleet grants the Motion to Dismiss. The appeal is dismissed for lack of jurisdiction, and the Motion for Permission is denied as moot. It is undisputed between the parties that the Partial Sanctions Order was entered by the Bankruptcy Court on Jan. 30, 2018. It is further undisputed that Appellant filed his notice of appeal from the Partial Sanctions Order on Feb. 14, 2018. In deciding the Motion to Dismiss, the sole issue before the court is whether Feb. 14, 2018 falls outside of the 14-day period as calculated under the Bankruptcy Rules. Appellant argues that Bankruptcy Rule 9006(a)(1) governs the computation of the 14-day and requires the court to "exclude the day of the event that triggers the period" -- i.e., Jan. 30, 2018, or the day the Partial Sanctions Order was entered. Appellant argues: "This would mean that the triggering event of January 30, 2018 would be excluded and the 14-day period begins on Jan. 31, 2018." According to Appellant, "Appellee mistakenly believes that the triggering date starts the 14-day period when in fact it is the day after the triggering event." The court agrees that, in accordance with Bankruptcy Rule 9006, the day of the triggering event -- entry of the Partial Sanctions Order on Jan. 30 -- is excluded for calculating the 14-day deadline. However, as Appellee correctly argues, the 14-day period beginning on Jan. 31 expired on Feb. 13 -- not Feb. 14, as Appellant asserts. Here, the notice of appeal was filed on Feb. 14 -- after the expiration of the 14-day period provided by Bankruptcy Rule 8002(a), and it is therefore untimely. Moreover, no motion for relief or showing of excusable neglect was made within the 21-day time period set forth in Bankruptcy Rule 8002(d)(1)(B), which expired on March 6, 2018, and "[t]he rule does not allow a party to claim excusable neglect after the [time period] ha[s] expired." Because Appellant's notice of appeal was not timely filed, and because his time to move the Bankruptcy Court for an extension of time has also expired, the court is without jurisdiction to hear his appeal. A full-text copy of the Court's Memorandum dated April 24, 2018 is available at https://bit.ly/2jZQb5q from Leagle.com. Michael Hammersley, Appellant, pro se. Paragon Offshore plc, Appellee, represented by Mark David Collins -- collins@rlf.com -- Richards, Layton & Finger, PA, Amanda Rose Steele -- steele@rlf.com -- Richards, Layton & Finger, PA, Joseph Charles Barsalona, II -- barsalona@rlf.com -- Richards, Layton & Finger, PA & Paul N. Heath -- heath@rlf.com -- Richards, Layton & Finger, PA. About Prospector Offshore and Paragon Offshore Paragon Offshore Plc, and several affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016. The Delaware Bankruptcy Court entered an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint Chapter 11 Plan of Reorganization. Prospector Offshore Drilling S.a r.l. and three affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 17-11572 to 17-11575) on July 20, 2017. The affiliates are Prospector Rig 1 Contracting Company S.a r.l.; Prospector Rig 5 Contracting Company S.a r.l.; and Paragon Offshore plc (in administration). The Hon. Christopher S. Sontchi presides over the cases. The Debtors are represented by Gary T. Holtzer, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D. Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., as counsel. The Debtors hired as their financial advisors, Lazard Freres & Co. LLC; as their restructuring advisor, AlixPartners, LLP; and as their claims, noticing and solicitation agent, Kurtzman Carson Consultants LLC. In their petition, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. The petitions were signed by Lee M. Ahlstrom as senior vice president and chief financial officer. The Debtors' bankruptcy filing came two days after the Paragon Offshore group completed its corporate and financial reorganization on July 18, 2017. The plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code substantially de-levered Paragon Offshore's ongoing business, eliminating approximately $2.3 billion of secured and unsecured debt. PINNACLE COS: $2.6M Sale of Sulphur Spring Property Approved ------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Pinnacle Companies, Inc.'s sale of the real property located at 906 Hillcrest Drive, Sulphur Springs, Texas to Traylor Investments and/or its assigns for $2.6 million. The sale is free and clear of all liens, claims and encumbrances, and with the further requirement (and it is so ordered) that all such liens will attach to the proceeds from the sale of the Real Property. The Court further grants authority for the following payments to be made out of the sales proceeds: i) closing costs borne by Seller pursuant to the Real Estate Contract; ii) the ad valorem property taxes associated with the Real Property; iii) U.S. Trustee Quarterly Fees and bank fees associated with the sale; and iv) the attorney's fees incurred by the Debtor's counsel associated with the sale and conveyance of title to the Buyer (which attorneys' fees will be held in such firm's trust account will not be applied until approved by the Court pursuant to a separate fee application. At closing, the full unpaid balance of Pilgrim Bank's claims against the Debtor (including all of such creditor's post-petition attorneys' fees and costs of $15,526 through the date of the Order will be paid directly to Pilgrim Bank by the closing agent and without delay. 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 become the responsibility of the Buyer. The Order will not affect PCI's rights under the Lease, including the three options to renew the Lease term set forth therein, nor will it affect PCI's rights, if any, under the SNDA. The Order will not affect or in any way modify the Lease which will remain in full force and effect as between PCI and the Buyer or the SNDA, which is subject to applicable nonbankruptcy law. The Court's Order approving the assumption and assignment of the Lease and the related Corporate Guaranty will be entered contemporaneously with the Order, and neither the Order, or the Order approving assumption and assignment will become effective until both Orders are entered. However, nothing in the Order, or the Order approving assumption and assignment of the Lease and the related Corporate Guaranty, or referencing the SNDA will be construed as determining the validity or enforceability of the SNDA, or having any preclusive or estoppel effect as to claims on or to the Real Property post-closing. 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 pursuant to the terms of the Real Estate Contract. 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. PIONEER CARRIERS: Drivers are Independent Contractors, Court Rules ------------------------------------------------------------------ Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas sustained Debtor Pioneer Carriers, LLC, objections to proofs of claim nos. 8 and 14 filed by the Texas Workforce Commission. The issue of whether the truck drivers who provide services to the Debtor are the Debtor's employees or are independent contractors was brought before the Court via proofs of claim filed by the TWC. On Feb. 17, 2017, the TWC filed a proof of claim in the amount of $26,100.92 for alleged pre-petition unpaid unemployment taxes ("Claim No. 8"), owed by Pioneer, one of the debtors in this jointly administered chapter 11 case. On August 21, 2017, the TWC filed a second proof of claim in the amount of $1,267.10 for alleged unpaid post-petition taxes due under the Texas Unemployment Compensation Act ("Claim No. 14"). On Nov. 6, 2017, the Debtor filed separate objections to Claim No. 8 and Claim No. 14 arguing that it has no employees and that all individuals providing services for the Debtor are independent contractors and, the Debtor does not owe amounts to the TWC for employee related charges. On Nov. 21, 2017, the TWC responded to the objections, asserting that those individuals who provide services for the Debtor are in fact employees and not independent contractors and therefore the TWC's claims are valid. The TWC has adopted a multi-factor test derived from the common law to determine whether an individual who provides services is an employee or independent contractor. The TWC's 20-factor test for indicating employment is as follows: (1) whether the worker receives instructions about when, where, and how the work is to be performed; (2) whether the worker receives training by a more experienced worker or whether the worker is required to attend meetings or take training courses; (3) whether the worker's services are integrated, as the services of an employee are usually merged into the remunerating entity's overall operation; the entity's success depends on those workers' services; (4) whether the worker renders services personally, as employees do not hire their own substitutes or delegate work to them; (5) whether hiring, supervising, and paying helpers is done by the entity; (6) whether there is a continuing relationship, either month after month or year after year; (7) whether the entity sets hours of work, either during hours and days or "on call"; (8) whether working full time is required; (9) whether the entity has a right to mandate the location where services are performed; (10) whether the order or sequence of services are set by the entity; (11) whether submission of oral or written reports is required; (12) whether payment is by the hour, week, or month; (13) whether the entity pays business and travel expenses; (14) whether tools and equipment are furnished; (15) whether the worker has a significant investment in the business, as an employee typically does not; (16) whether the worker realizes profits or losses in the business; (17) whether the worker is permitted to work for more than one firm at a time; (18) whether the worker makes services available to the public; (19) whether the worker may be discharged at any time without liability; and (20) whether the worker may quit at any time without liability. After analyzing all the factors, the Court concludes that five factors weigh in favor of finding that the truckers are employees, while 14 factors weigh favor of finding that the truckers are independent contractors. The parties agree that factor 5 is inapplicable in this case. The Court finds that the existence of 5 out of 19 factors does not constitute the "substantial evidence" necessary to find that the truckers are employees. The Court finds that the Debtor has met its burden of showing that the TWC's decision to categorize the truckers as employees were not supported by substantial evidence when only 5 of the applicable 19 factors weigh in favor of employee status. Here, the paucity of factors favoring employee status results in the Court finding that there is not substantial evidence that the truck drivers are employees of the Debtor. For these reasons, the Court sustains the Debtor's objections. Therefore, the amounts set forth in Claim No. 8 and Claim No. 14 are disallowed in their entirety. A full-text copy of the Court's Memorandum Opinion dated April 27, 2018 is available at: http://bankrupt.com/misc/txsb16-36356-245.pdf About Pioneer Carriers Pioneer Carriers, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Texas Case No. 16-36356) on Dec. 12, 2016. The petition was signed by Pedro Lagos, president. On Feb. 1, 2017, Transport Dry Freight LLC, an affiliate, filed Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30551). The case is jointly administered with that of Pioneer under Case No. 16-36356. The cases are assigned to Judge Jeff Bohm. At the time of the filing, Pioneer estimated its assets and liabilities at $1 million to $10 million. Transport Dry Freight estimated assets of less than $50,000 and liabilities of less than $500,000. On July 21, 2017, the Debtors filed a disclosure statement, which explains their proposed Chapter 11 plan of reorganization. PLASTIC2OIL INC: Delays Quarterly Report Due to Limited Staff ------------------------------------------------------------- Plastic2Oil, Inc., was unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2018 within the prescribed time period due to staffing limitations. Accordingly, the Company was unable to file that report within the prescribed time period without unreasonable effort or expense. The Company is seeking to file its Quarterly Report within the extension period provided under Rule 12b-25, however, due to the delay in the start of the auditor review, there can be no assurance that the Company will be successful in filing prior to the expiration of the extension period. About Plastic2Oil Plastic2Oil, Inc. is an innovative North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company's patent-pending Plastic2Oil (P2O) is a proprietary, commercially viable, and scalable process designed to provide immediate economic benefit for industry, communities, and government organizations faced with waste plastic recycling challenges. Platic2Oil incurred a net loss of $1.47 million in 2017 and a net loss of $5.70 million in 2016. As of Dec. 31, 2017, Plastic2Oil had $1.82 million in total assets, $13.96 million in total liabilities and a total stockholders' deficit of $12.14 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, D. Brooks and Associates CPA's, P.A., in Palm Beach Gardens, Florida, the Company's independent registered public accounting firm since 2014, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors stated that the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. PLEDGE PETROLEUM: Delays Filing of Quarterly Report --------------------------------------------------- Pledge Petroleum Corp. was unable to file its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2018 by the prescribed date without unreasonable effort or expense because the Company was unable to compile certain information required in order to permit the Company to file a timely and accurate report on the Company's financial condition. The Company believes that the Quarterly Report will be completed within the five day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934. About Pledge Petroleum Headquartered in Houston, Texas, Pledge Petroleum Corp -- http://www.pledgepcorp.com/-- focuses on the acquisition of various oil producing fields. The Company was formerly known as Propell Technologies Group, Inc. and changed its name to Pledge Petroleum Corp. in February 2017. During the past year, the Company's management, at the direction of the Board of Directors, has evaluated, considered, and brought forward various opportunities to acquire producing oil fields; however, to date, an oil field meeting the criteria acceptable to the Board of Directors (which criteria include among other things, low general and administrative costs, ability to generate cash flow and ability to fully utilize the Plasma Pulse Technology) has not been found. The Company had suspended its operations and reduced its operating expenses as the Board of Directors are considering various options as to the future direction of the Company, including a possible dissolution. Pledge Petroleum reported a net loss available to common stockholders of $4.74 million for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $6.89 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Pledge Petroleum had $8.78 million in total assets, $1.10 million in total liabilities, all current, and $7.67 million in total stockholders' equity. RBSM LLP, in New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has incurred recurring operating losses and had a net loss for the year ended Dec. 31, 2016. The Company has also suspended its business operations. The auditors said these conditions raise substantial doubt about the Company's ability to continue as a going concern. PRANA YOGA: Taps Haller & Colvin as Legal Counsel ------------------------------------------------- Prana Yoga, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire Haller & Colvin, PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Scot Skekloff, Esq., a member of Haller & Colvin, disclosed in a court filing that his firm does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Scot T. Skekloff, Esq. Haller & Colvin, PC 444 E. Main Street Fort Wayne, IN 46802 Phone: (260) 426-0444 Fax: (260) 422-0274 Email: sskekloff@hallercolvin.com About Prana Yoga LLC Prana Yoga, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-10819) on May 8, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Robert E. Grant presides over the case. PRECIPIO INC: Delays Filing of Quarterly Report for Verification ---------------------------------------------------------------- Precipio, Inc., was unable to file its Form 10-Q for the quarter ended March 31, 2018 within the prescribed time period without unreasonable effort or expense because management requires additional time to compile and verify the data required to be included in the report. The Company's management and finance team have been unusually busy during the period leading up to the due date as a result of several recent transactions and the recent filing of the 10-K by the Company. The Company intends to file the Form 10-Q with the Securities and Exchange Commission as soon as practicable, but no later than April 21, 2018. The Company does anticipate that a significant change in results of operations from the first quarter of 2017 will be reflected by the earnings statements to be included in the Form 10-Q for the first quarter of 2018 as a result of the Company's merger with Precipio Diagnostics, LLC on June 29, 2017 and as a result of expenses incurred for capital raises and post-Merger operations. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of Dec. 31, 2017, Precipio Inc. had $27.26 million in total assets, $14.23 million in total liabilities and $13.02 million in total stockholders' equity. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRESSURE BIOSCIENCES: Incurs $2.2-Mil. Net Loss in First Quarter ---------------------------------------------------------------- Pressure Biosciences, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.23 million on $610,774 of total revenue for the three months ended March 31, 2018, compared to a net loss of $2.24 million on $551,357 of total revenue for the three months ended March 31, 2017. As of March 31, 2018, Pressure Biosciences had $2.25 million in total assets, $18.74 million in total liabilities and a total stockholders' deficit of $16.48 million. Pressure Biosciences stated in the Quarterly Report that "We have experienced negative cash flows from operations with respect to our pressure cycling technology business since our inception. As of March 31, 2018, we did not have adequate working capital resources to satisfy our current liabilities and as a result, we have substantial doubt regarding our ability to continue as a going concern. We have been successful in raising cash through debt and equity offerings in the past and as described in Note 6 of the accompanying consolidated financial statements, we received $1.5 million in net proceeds from loans in the first three months of 2018. We have efforts in place to continue to raise cash through debt and equity offerings. "We will need substantial additional capital to fund our operations in future periods. If we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects." Net cash used in operations for the three months ended March 31, 2018 was $1,277,512 as compared to $1,165,410 for the three months ended March 31, 2017. The Company had a slightly higher operating loss in the current period because of the reasons previously detailed, plus additional interest expense. Net cash used in investing activities for the three months ended March 31, 2018 was none compared to $15,608 in the prior period. Cash capital expenditures in the prior year included laboratory equipment and IT equipment. Net cash provided by financing activities for the three months ended March 31, 2018 was $1,277,641 as compared to $1,164,093 for the same period in the prior year. The cash from financing activities in the period ended March 31, 2018 included $460,000 from its Revolving Note and $819,350 from convertible debt, net of fees and less payment on convertible debt of $102,500. The Company also received $348,600 from non-convertible debt, net of fees, less payment on non-convertible debt of $247,809. The prior period included $920,000 from its Revolving Note. The Company also received $773,000 from non-convertible debt, net of fees, less payment on non-convertible debt of $228,907. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Rz7895 About Pressure Biosciences South Easton, Massachusetts-based Pressure BioSciences -- http://www.pressurebiosciences.com/-- is a life sciences company focused on the development and commercialization of a novel, enabling platform technology called Pressure Cycling Technology. PCT uses cycles of hydrostatic pressure between ambient and ultra-high levels (up to 35,000 psi and greater) to control bio-molecular interactions. Pressure Biosciences incurred a net loss of $10.71 million in 2017 compared to a net loss of $2.70 million in 2016. As of Dec. 31, 2017, Pressure Biosciences had $2.16 million in total assets, $16.78 million in total liabilities and a total stockholders' deficit of $14.62 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, MaloneBailey, LLP, in Houston, Texas, the Company's independent registered public accounting firm, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors stated that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PURADYN FILTER: Incurs $36,700 Net Loss in First Quarter -------------------------------------------------------- Puradyn Filter Technologies Incorporated filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $36,743 on $885,740 of net sales for the three months ended March 31, 2018, compared to a net loss of $175,544 on $688,990 of net sales for the same period last year. As of March 31, 2018, Puradyn Filter had $1.52 million in total assets, $10.44 million in total liabilities and a total stockholders' deficit of $8.91 million. Puradyn Filter said its net sales do not generate sufficient gross margins to pay its operating expenses. "Historically, we have been materially reliant on working capital advances from our Chairman and Chief Executive Officer to address our liquidity and working capital issues through the utilization of the borrowing agreement with him. During 2017 we borrowed an additional net amount of $875,000 from him, and at December 31, 2017 we owed him approximately $8 million, net of a debt conversion in the fourth quarter of 2016. He has also advanced us an additional $200,000 during the three months ended March 31, 2018. The loan, which is unsecured, matures on December 31, 2018. On May 9, 2018 he extended the maturity rate to December 31, 2019. We do not have the funds to satisfy these obligations. While he has continued to fund our working capital needs and extend the due date of the obligation, he is under no contractual obligation to do so. During 2017 he advised us he does not expect to continue to provide working capital advances to us at historic amounts. If we are unable to meet our obligation to Mr. Vittoria prior to maturity, he has advised us that he may forgive all, or substantially all, of this obligation. However, he is under no obligation to do so. "We also owe certain of our employees $1,574,952 and $1,626,003, respectively in deferred cash compensation at March 31, 2018 and December 31, 2017, which represents 15% and 16%, respectively of our current liabilities on that date. Since 2005, Messrs. Sandler and Kroger, two of our executive officers, and one other employee have deferred a portion of the compensation due them to assist us in managing our cash flow and working capital needs. As there is no written agreement with these employees which memorializes the terms of salary deferral, only an election to do so, it is possible the employees could demand payment in full at any time or elect to no longer defer their salaries, or reduce the amount they currently defer. We do not have sufficient funds to satisfy these obligations. "We do not have any external sources of liquidity at this time, and our discussions over the past few years with third parties for potential investments have not been successful. We historically have encountered resistance from potential investors on a variety of fronts, including our operating losses, declining revenues and as a result of the amount of debt due Mr. Vittoria. In an effort to improve our ability to raise capital, on November 11, 2016 he converted $6,100,000 of principal and interest due him into 20,333,333 shares of our common stock at a conversion price of $0.30 per share. We were initially hopeful that his conversion of approximately 46% owed him into shares of our common stock at a price which was effectively 10 times the recent market price of our common stock would have provided new paths in our efforts to raise working capital upon terms acceptable to our company. To date, such has not been the case although we have continued to discuss financing options with a number of sources. If we are unable to significantly increase our sales, or if we are not able to borrow or raise additional investment capital, we may have to further modify our business plan, reduce or discontinue some of our operations or seek a buyer for part of our assets to continue as a going concern through 2018. There can be no assurance we will be able to raise additional capital or that sales will increase to the level required to break even or generate profitable operations to provide positive cash flow from operations. In the event we are unable to secure needed capital, we would be unable to continue our operations and it is likely that stockholders could lose their entire investment in our company," the Company stated in the Quarterly Report. Going Concern "Our financial statements have been prepared on the basis that we will operate as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred net losses each year since inception and have relied on loans from related parties to fund our operations. These recurring operating losses, liabilities exceeding assets and the reliance on cash inflows from our principal stockholder, as set forth above, have led our independent registered public accounting firm Liggett & Webb, P.A. to include a statement in its audit report relating to our audited financial statements for the years ended December 31, 2017 and 2016 expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to generate profitable operations in the future. There are no assurances that we will have sufficient funds to execute our business plan, pay our obligations as they become due or generate positive operating results," the Company continued. A full-text copy of the Form 10-Q is available for free at: https://is.gd/TJh5G7 About Puradyn Filter Technologies Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) designs, manufactures, markets and distributes worldwide the Puradyn bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. Working in conjunction with the equipment's full-flow oil filter, the Puradyn system cleans oil by providing a second circuit of oil filtration and treatment to continually remove solid, liquid and gaseous contaminants from the oil through a sophisticated and unique filtration and evaporation or absorption process. Puradyn Filter incurred a net loss of $1.23 million on $2.25 million of net sales for the year ended Dec. 31, 2017, compared to a net loss of $1.44 million on $1.94 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Puradyn had $1.37 million in total assets, $10.26 million in total liabilities and a total stockholders' deficit of $8.89 million. The report from the Company's independent accounting firm Liggett & Webb, P.A. on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUALITY PRIMARY: Hires William E. Jamison as Counsel ---------------------------------------------------- Quality Primary Care, P.C., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ William E. Jamison, & Associates, as counsel to the Debtor. Quality Primary requires William E. Jamison to: a. give the Debtor legal advice with respect to its powers and duties as a debtor-in-possession in the continued operation of its business; b. assist the Debtor in the negotiation, formulation, drafting and confirmation of a plan of reorganization; c. assist the Debtor in investigating and pursuing all rights and claims in connection with preserving the value of the Debtor's assets and rehabilitating property of the estate including the prosecution of any claims against any insurer of the Debtor's property; d. take such action as may be necessary with respect to any claims that may be asserted against the Debtor and to prepare such application, motion, complaints, orders, reports, pleading or other papers on the Debtor's behalf that may be necessary in connection with the bankruptcy proceeding; and e. perform all other legal services for the Debtor which may be required in connection with the bankruptcy proceeding. William E. Jamison will be paid at the hourly rate of $350. William E. Jamison will be paid a retainer in the amount of $6,000. William E. Jamison will also be reimbursed for reasonable out-of-pocket expenses incurred. William E. Jamison, a partner at William E. Jamison, & 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. William E. Jamison can be reached at: William E. Jamison, Esq. WILLIAM E. JAMISON, & ASSOCIATES 53 W. Jackson Blvd., Suite 309 Chicago, IL 60604 Tel: (312) 226-8500 About Quality Primary Care Quality Primary Care, P.C., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 18-11238) on April 17, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by William E. Jamison, Esq., at William E. Jamison, & Associates. RABENU ENTERPRISES: Taps Raymond H. Aver as Legal Counsel --------------------------------------------------------- Rabenu Enterprises, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Raymond H. Aver as its legal counsel. The firm will advise the Debtor regarding matters of bankruptcy law; analyze claims of creditors; represent the Debtor in negotiations with its creditors; assist in the preparation and implementation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Raymond Aver Shareholder $525 Kateryna Bilenka Associate $395 Marta Wade Of Counsel $325 Ani Minasyan Paraprofessional $150 The Debtor has agreed to pay the firm a postpetition retainer of $50,000. RHA neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Raymond H. Aver, Esq. Law Offices of Raymond H. Aver A Professional Corporation 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Tel: (310) 571-3511 Fax: (310) 473-3512 Email: ray@averlaw.com About Rabenu Enterprises Rabenu Enterprises, LLC, is a privately-held company in Los Angeles, California. It company previously sought creditor protection under Chapter 7 of the Bankruptcy Code on March 22, 2018 (Bankr. C.D. Cal. Case No. 18-13184). Rabenu Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-14511) on April 20, 2018. In the petition signed by Benjamin Saeedian, manager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan presides over the case. RCR WOODWAY: Hires Carlos Garcia Realty as Real Estate Broker ------------------------------------------------------------- RCR Woodway Investments, Inc., f/k/a Woodway Investments, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Carlos Garcia Realty, as real estate broker to the Debtor. RCR Woodway requires Carlos Garcia Realty to market and sell the Debtor's property known as 6600 Harrisburg, 6614 Harrisburg & 6605 Texas, Houston, Texas 77011-4430. Carlos Garcia Realty will be paid a commission of 6% of the sales price. Bill Garcia, a partner at Carlos Garcia Realty, 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. Carlos Garcia Realty can be reached at: Bill Garcia CARLOS GARCIA REALTY 5731 Gulf Freeway Houston, TX 77023 Tel: (713) 924-9100 About RCR Woodway Investments RCR Woodway Investments, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-32239) on April 30, 2018. The Debtor hired Peter Johnson, Esq., at the Law Offices of Peter Johnson. REIGN SAPPHIRE: Incurs $739,000 Net Loss in First Quarter --------------------------------------------------------- Reign Sapphire Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $739,392 on $273,250 of net revenues for the three months ended March 31, 2018, compared to a net loss of $613,895 on $268,926 of net revenues for the three months ended March 31, 2017. As of March 31, 2018, Reign Sapphire had $2.04 million in total assets, $4.44 million in total liabilities and a total shareholders' deficit of $2.40 million. Overall, the Company had an increase in cash flows of $31,709 in the three months ended March 31, 2018 resulting from cash used in operating activities of $321,841 and cash provided by financing activities of $353,550. For the three months ended March 31, 2018, net cash used in operating activities was $321,841. Net cash used in operations was primarily due to a net loss of $(739,392), and the changes in operating assets and liabilities of $9,668, primarily due to a net increase in accounts payable of $7,881, accrued compensation -- related party of $20,000, due to related party of $41,322, inventory of $4,744, and prepaid expenses of $1,002, offset primarily by changes in accounts receivable of $13,398, deferred revenue of $46,155, other current liabilities of $4,810. In addition, net cash used in operating activities was offset primarily by adjustments to reconcile net loss from the loss on extinguishment of debt of $548,425, the accretion of the debt discount of $78,596, depreciation expense of $3,156, amortization expense of $58,443, the estimated fair market value of stock issued for services of $21,531, the change in derivative liabilities of $306,018, and the amortization of stock issued for future services of $3,750. For the three months ended March 31, 2018, there was no cash used in investing activities. For the three months ended March 31, 2017, net cash used in investing activities was $470 for purchases of computer equipment and $31,954 for website development costs. For the three months ended March 31, 2018, net cash provided by financing activities was $353,550 due to proceeds from short term convertible notes (net of issuance costs) of $250,000, proceeds from short term notes (net of issuance costs) of $134,020, offset primarily by repayments of short term notes of $30,470. For the three months ended March 31, 2017, there was no cash provided by financing activities. Going Concern The Company had an accumulated deficit of approximately $11,120,000 and $10,381,000 at March 31, 2018 and Dec. 31, 2017, respectively, had a working capital deficit of approximately $3,650,000 and $3,404,000 at March 31, 2018 and Dec. 31, 2017, respectively, had a net loss of approximately $739,000 and $614,000 for the three months ended March 31, 2018 and 2017, respectively, and net cash used in operating activities of approximately $322,000 and $108,000 for the three months ended March 31, 2018 and 2017, respectively, with limited revenue earned since inception, and a lack of operational history. The Company said these matters raise substantial doubt about its ability to continue as a going concern. "While the Company is attempting to expand operations and increase revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. Our current burn rate to maintain the minimal level of operations for us to be in a position to execute our business plan upon funding is anticipated to be no greater than $25,000 per month in cash. Joseph Segelman, our President and CEO, has agreed to underwrite these costs, if necessary, until we are then able to begin execution of our business plan." A full-text copy of the Form 10-Q is available for free at: https://is.gd/OpPEOS About Reign Sapphire Reign Sapphire Corporation is a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company. Reign Sapphire was established as a vertically integrated "source to retail" model for sapphires -- rough sapphires to finished jewelry; a color gemstone brand; and a jewelry brand featuring Australian sapphires. Reign Sapphire is not an exploration or mining company and is not engaged in exploration or mining activities. Reign Sapphire purchases rough sapphires in bulk, directly from commercial miners in Australia. For the year ended Dec. 31, 2017, Reign Corporation reported a net loss of $4.25 million. As of Dec. 31, 2017, the Company had $2.07 million in total assets, $4.16 million in total liabilities and a total shareholders' deficit of $2.09 million. Hall & Company, in Irvine, California, the Company's auditor since 2015, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. REMINGTON OUTDOOR: Exits Chapter 11 Following Plan Implementation ----------------------------------------------------------------- Remington Outdoor Company, one of the world's leading designers and manufacturers of firearms, ammunition, and related products, on May 17, 2018, disclosed that it has emerged from Chapter 11 after successfully implementing its plan of reorganization ("the Plan") previously confirmed by the Delaware bankruptcy court on May 4, 2018. The Plan provides a comprehensive balance sheet restructuring of the Company and converts over $775 million of the Company's debt into equity. In addition, the Plan provides the Company with a new Asset Based Loan ("ABL") facility of $193 million, the proceeds of which will refinance its prior ABL facility in full, a new $55 million First-In, Last-Out Term Loan and a new $100 million Term Loan. As an integral part of the Plan, all trade and business claims are unimpaired and will be addressed in the Company's normal course of business. The Plan received support from over 97% of the voting Term Loan Lenders and all of the voting Third Lien Noteholders. As provided in the Plan, all shares of Remington's common stock issued prior to the commencement of Remington's bankruptcy proceeding were cancelled upon emergence, and Remington has issued new shares of common stock and, in some cases, warrants, to the holders of its previously outstanding funded debt in return for their allowed claims against Remington. The term of Remington's previous Board of Directors expired upon emergence and a new Board of Directors shall be appointed immediately. "It is morning in Remington country," said Anthony Acitelli, Chief Executive Officer of Remington. Mr. Acitelli continued, "We are excited about the future -- producing quality products, serving our customers, and providing good jobs for our employees." Remington's legal counsel is Milbank, Tweed, Hadley & McCloy LLP, its investment banker is Lazard Freres & Co. LLC, and its financial advisor is Alvarez & Marsal. The Term Loan Lenders' legal counsel is O'Melveny & Myers LLP and their investment banker is Ducera Partners LLC with M-III Advisory Partners, LP also advising the Term Loan Lenders. The Third Lien Noteholders' counsel is Willkie Farr & Gallagher LLP and their investment banker is Perella Weinberg Partners LP. 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. Lazard Freres & Co. LLC acts as investment banker. 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. On Aparil 9, 2018, the U.S. Trustee appointed five creditors to serve in the Official Committee of Unsecured Creditors. REX ENERGY: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- R.E. Gas Development, LLC (Lead Case) 18-22032 366 Walker Drive State College, PA 16801 Rex Energy Corporation 18-22033 Rex Energy Operating Corp. 18-22034 Rex Energy I, LLC 18-22035 Business Description: Rex Energy Corporation and its subsidiaries are independent oil and gas companies operating in the Appalachian Basin, engaged in the acquisition, production, exploration and development of oil, natural gas and natural gas liquids. The Debtors are focused on drilling and exploration activities in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex Energy is headquartered in State College, Pennsylvania and became a public company in 2007. Visit http://www.rexenergy.comfor more information. Chapter 11 Petition Date: May 18, 2018 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Jeffery A. Deller Debtors' Counsel: James D. Newell, Esq. Timothy P. Palmer, Esq. Tyler S. Dischinger, Esq. BUCHANAN INGERSOLL & ROONEY PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 Tel: (412) 562-8800 Fax: (412) 562-1041 E-mail: james.newell@bipc.com timothy.palmer@bipc.com tyler.dischinger@bipc.com - and - Scott J. Greenberg, Esq. Michael J. Cohen, Esq. Anna Kordas, Esq. JONES DAY 250 Vesey Street New York, NY 10281-1047 Tel: (212) 326-3939 Fax: (212) 755-7306 E-mail: sgreenberg@jonesday.com mcohen@jonesday.com akordas@jonesday.com - and - Thomas A. Howley, Esq. Rachel Biblo Block, Esq. JONES DAY 717 Texas, Suite 3300 Houston, TX 77002-2712 Tel: (832) 239-3939 Fax: (832) 239-3600 E-mail: tahowley@jonesday.com rbibloblock@jonesday.com Debtors' Investment Banker: PERELLA WEINBERG PARTNERS Debtors' Financial Advisor: FTI CONSULTING, INC. Debtors' Claims & Noticing Agent: PRIME CLERK LLC Web site: https://cases.primeclerk.com/rexenergy/Home-Index Total Assets as of April 30, 2018: $851,000,957 Total Debts as of April 30, 2018: $984,529,090 The petition was signed by Thomas C. Stabley, president and chief executive officer. A full-text copy of R.E. Gas Development's petition is available for free at http://bankrupt.com/misc/pawb18-22032.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ WSFS Trust 1%/8% Second Unknown at 500 Delaware Avenue Lien Senior this time Wilmington, DE 19801 Notes Due 2020 Geoffrey J. Lewis Tel: 302-573-3218 Email: Glewis@wsfsbank.com MarkWest Liberty Midstream & Trade Debt $13,898,176 Resources, LLC 1515 Arapahoe Street Tower Suite 1600 Denver, CO 80202 Greg Floerke Email: Gregory.Floerke@markwest.com Keystone Clearwater Solutions, LLC Trade Debt $10,893,674 601 Technology Drive, Suite 300 Cannonsburg, PA 15317 Michael Katz Tel: 724-779-1480 Email: mkatz@keystoneclear.net BOK Financial 8.875% Senior $7,633,092 1600 Broadway Notes Due 2020 3rd Floor Denver, CO 80202 George Kubin Tel: 303-864-7206 Email: Gkubin@bokf.com OhPa Drillco, LLC Royalties $6,485,575 1401 McKinney Street Suite 1650 Houston, TX 77010 Michelle Johnson Tel: 713-345-4602 Email: m.johnson@benefitstreetpartners.com Sumitomo Corporation of Americas Royalties $6,328,290 820 Gessner, Suite 600 Houston, TX 77024 Yurika Yancey Tel: 713-463-2044 Email: yyancey@summit-dr.com BOK Financial 6.25% Senior $5,461,694 1600 Broadway Notes Due 2022 3rd Floor Denver, CO 80202 George Kubin Tel: 303-864-7206 Email: Gkubin@bokf.com ProFac Services, LLC Trade Debt $5,366,295 P.O. Box 1032 Cisco, TX 76437 Attn: Accounts Receivable Tel: 817-212-3328 Email: ar@profac.com Sidewinder Drilling LLC Trade Debt $3,624,700 952 Echo Lane Suite 460 Houston, TX 77024 Joel Ratliff Tel: 832-320-7644 Email: remittane@sidewinderdrilling.com AL Marcellus Holdings, LLC Royalties $3,357,903 c/o Arclight Capital Partners 200 Clarendon St. 55th Floor Boston, MA 02116 Michelle Wright Tel: 617-531-6353 Email: mwright@arclightcapital.com Stonehenge Appalachia, LLC Trade Debt $2,396,003 11400 Westmoor Circle Suite 200A Westminster, CO 80021 Lisette Sacco Tel: 303-991-1480 Email: ldiaz@StonehengeEnergy.com Phoenix Technology Trade Debt $1,662,963 Services USA Inc. PO Box 205413 Dallas, TX 75320-5413 Attn: Accounts Receivable Tel: 713-337-0600 Email: arusa@phxtech.com Enterprise TE Products Trade Debt $1,324,708 PO Box 974364 Dallas, TX 75397-4364 Spring Allison Tel: 713-381-7826 Email: sallison@eprod.com RWLS LLC Trade debt $1,316,450 dba Renegade Services P.O. Box 862 Hilda Cassady Tel: 412-979-0200 Email: seahorse141@icloud.com Cimarron Energy, Inc. Trade Debt $1,313,466 Dept. 699 P.O. Box 4346 Houston, TX 77210-4346 Seth Freeman Tel: 713-358-7027 Email: AR@CimarronEnergy.com Clutch Energy Services LLC Trade Debt $1,056,400 2154 Greensburgh Road New Kensington, PA 15068 Jen Lizotte Tel: 878-302-3332 Email: j.lizotte@clutchenergyservices.com Baker Hughes Oilfield Trade Debt $1,037,336 Operations LLC P.O. Box 301057 Dallas, TX 75303-1057 Jana Phillips Tel: 304-933-3301 Email: Jana.phillips@bakerhughes.com Speelman Electric, Inc. Trade Debt $725,756 358 Commerce Street Tallmadge, OH 44278 Shawn Lemmon Tel: 330-633-1410 Email: shawnl@speelmanelectric.com B&L Pipeco Services, Inc. Trade Debt $712,749 P.O. Box 840280 Dallas, TX 75824-0280 Jesse Dickens Tel: 281-955-3500 Email: Jesse.Dickens@blpipeco.com Carroll County Treasurer Ad Valorem $639,891 P.O. Box 327 Taxes Carrollton, OH 44615 Jeff Yeager Tel: 330-627-4221 Hybrid Drilling Inc. Trade Debt $595,368 P.O. Box 1749 Woodward, OK 73802-1749 Meggan Patrick Tel: 580-256-3644 Email: meggand@hybriddrilling.com AIM Services Company Trade Debt $545,945 4944 Belmont Ave., Suite 301 Youngstown, OH 44505 Kristin Kalna Tel: 724-667-0401 Email: kkalna@aimntls.com Corporate Billing, LLC Trade Debt $545,829 Silver Creek Services, Inc. Dept. 100 P.O. Box 830604 Birmingham, AL 35283 Attn: Accounts Receivable Tel: 877-584-3600 Email: Remit@corpbill.com AES Drilling Fluids, LLC Trade Debt $503,609 11767 Katy Freeway Suite 230 Houston, TX 77079 Kevin Koronczok Tel: 888-556-4533 Email: kevin.koronczok@aesfluids.com Wicklow Logistics, Inc. Trade Debt $493,017 103 Lee Valley Road Derry, PA 15627 Coleen Ruffner Tel: 724-539-5600 Email: coleen.r@comcast.net New Tech Global Venture Trade Debt $489,339 P.O. Box 4724 MSC 800 Houston, TX 77210 Attn: Accounts Receivable Tel: 281-951-4330 Email: ar@ntglobal.com Chemstream Inc. Trade Debt $467,319 511 Railroad Avenue Homer City, PA 15748 Dave McCombie Tel: 724-915-8388 Email: dave.mccombie@chemstream.com Red Bone Services LLC Trade Debt $440,565 P.O. Box 887 Elk City, OK 73648 Loyd Marshal Tel: 580-225-1200 Email: wmarshall@redbonellc.com Solaris Oilfield Site Services Trade Debt $439,114 Operating, LLC 9811 Katy Freeway, Suite 900 Houston, TX 77024 Tawnya McNack Tel: 832-803-0358 Email: ar@solarisoilfield.com Capstone Energy Services Trade Debt $432,345 P.O. Box 156 Allenport, PA 15412 Patrick Shay Tel: 724-326-0190 Email: pshay@capstone-energyservices.com REX ENERGY: Files Chapter 11 Petition to Facilitate Sale Process ---------------------------------------------------------------- Rex Energy Corporation, an independent oil and gas exploration and production company, on May 18, 2018, disclosed that, following its previously announced strategic review, it has decided to begin an orderly sale process for its remaining assets in order to maximize their long-term value and prospects. To facilitate the sale and address its debt obligations, the Company initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code with support outlined in a Restructuring Support Agreement signed by 100% of its first lien lenders and approximately 72% of its second lien noteholders. Rex Energy's drilling and production programs are operating as usual, and the Company is maintaining the necessary staffing and resources to meet its commitments to gathering and processing partners. "Over the past seven months, Rex Energy has been in deep discussion with our lenders and advisors to evaluate every aspect of our business and take proactive steps to overcome the challenges our industry continues to face," said Tom Stabley, Chief Executive Officer. "We have undoubtedly made progress in addressing the realities of the global commodities market but require a more fulsome debt restructuring to overcome the immense pressures our business is facing. Ultimately, we decided that the best possible outcome was to put our remaining assets into the hands of owners with the financial strength necessary to position them for long-term growth and success. Chapter 11 provides an orderly process to achieve these goals in a way that maximizes value for our stakeholders." The Company has secured a financing commitment of $100 million from its existing first lien lenders, which, combined with its normal operating cash flow, will allow Rex Energy to maintain normal operations and meet ongoing financial commitments. In addition, and as is typical in these cases, the Company has filed a series of "First Day Motions" that, once approved by the Court, will allow it to uphold commitments to stakeholders, including employees, vendors and service providers, gathering and processing partners, and royalty owners. Rex Energy aims to complete the planned sale process under the U.S. Bankruptcy Code within the next four to five months. All offers will be evaluated to ensure the highest and best sale agreement is reached. Parties interested in participating in the sale process may contact Tudor, Pickering, Holt & Co. for additional information. The cases are being heard in the U.S. Bankruptcy Court for the Western District of Pennsylvania. Additional information about Rex Energy's Chapter 11 cases can be found at http://cases.primeclerk.com/RexEnergyor by calling 1-877-870-2280. Rex Energy is advised in this matter by Jones Day, Perella Weinberg Partners, Tudor, Pickering, Holt & Co., and FTI Consulting. About Rex Energy Headquartered in State College, Pennsylvania, Rex Energy(rexx:OTC) -- http://www.rexenergy.com/ -- is an independent oil and gas exploration and production company with its core operations in theAppalachian Basin. The company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio. At Dec. 31, 2017, the Company owned an interest in approximately 554.0 condensate, NGL and natural gas wells. For the quarter ended Dec. 31, 2017, the Company produced an average of 205.3 net MMcfe per day, composed of approximately 60.1% natural gas, 1.9% condensate and 38.0% NGLs. Rex Energy incurred a net loss of $64.24 million for the year ended Dec. 31, 2017, compared to a net loss of $176.71 million on $139.01 million of total operating revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Rex Energy had $942.13 million in total assets, $995.69 million in total liabilities and a total stockholders' deficit of $53.56 million. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2011, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company is in violation of restrictive covenants and expects to be in violation of restrictive covenants contained in its credit facilities that, subject to requisite notice, would accelerate the maturity of the outstanding indebtedness making it immediately due and payable. The Company does not have sufficient liquidity to meet the accelerated debt service requirements. These issues raise substantial doubt about the Company's ability to continue as a going concern. RITA SMITH-LUBER: 1107 Atlantic Buying Longport Property for $4M ---------------------------------------------------------------- Rita Smith-Luber filed with the U.S. Bankruptcy Court for the District of New Jersey an amended certification in support of her sale of the real property located at 1107 Atlantic Avenue, Longport, New Jersey, to 1107 Atlantic, LLC for $4 million, subject to higher and better offers. The Debtor certifies that she has entered into a contract with David Magerman to sell the Real Property for $3.9 million. Subsequently a higher and better offer has been submitted by 1107 Atlantic for $4 million. The Purchaser is in no way related to her. The principal terms of the previous contract are: A. Purchasers Name: David Magerman B. Property Address: 1107 Atlantic Avenue, Longport, NJ 08403 C. Selling Price: $3.9 million D. Closing Date: Within 15 days of obtaining Court approval. The Property is to be sold free and clear of all liens and encumbrances and the sale is subject to higher and better offers. All higher and better offers for the Property on the date of the hearing set by the Court on May 8, 2018 at 10:00 a.m. will be accepted by the Debtor. All interested bidders must attend the Sale Hearing and notify counsel of their intent to bid at the Sale Hearing no later than seven days prior to the date set by the Court for the hearing. All higher and better offers for the Property must be in $5,000 increments. A bidder submitting a higher and better offer must agree to pay the sum of $50,000 to the Court at the Sale Hearing, show proof of financial ability to purchase the Property for the Purchase Price offered with no contingencies for financing or otherwise, meet all other terms set forth in the Agreement and be able to close on the sale of the Property no later than 30 days after the entry of the order approving sale of the Property. In the event the Purchaser is not the successful bidder, the successful bidder must agree to the terms of sale set forth in the attached Agreement. A copy of the previous contract attached to the Amended Certfication is available for free at: http://bankrupt.com/misc/Rita_Smith-Luber_95_Sales.pdf Rita Smith-Luber sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-24022) on Oct. 10, 2017. Counsel for the Debtor: Bruno Bellucci, III, Esq. BELLUCCILAW, P.C. 1201 New Road, Suite 138 Linwood, NJ 08221 Telephone: (609) 601-1500 Facsimile: (609) 365-2351 RMH FRANCHISE: Taps Prime Clerk as Claims Agent ----------------------------------------------- RMH Franchise Holdings, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Prime Clerk will charge these hourly rates: Claim and Noticing Rates: Analyst $35 - $55 Technology Consultant $35 - $95 Consultant/Senior Consultant $70 - $170 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $200 Director of Solicitation $220 Benjamin Steele, vice-president of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Direct: (212) 257-5490 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About RMH Franchise Holdings Headquartered in Atlanta, Georgia, RMH Franchise Holdings, Inc., is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. It is the direct or indirect parent of each of the other debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. In the petitions signed by Michael Muldoon, president, the Debtors estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. ROYAL AUTOMOTIVE: Taps Bailey & Glasser as Legal Counsel -------------------------------------------------------- Royal Automotive Company and Royal Real Estate, LLC, seek approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Bailey & Glasser LLP as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; negotiate with creditors; give advice in connection with any postpetition financing or sale of their assets; prepare a plan of reorganization; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $135 to $400. The attorneys and paralegals who are expected to provide the services are: Kevin Barrett Partner $400 Marc Weintraub Partner $400 J. Zak Ritchie Associate $225 William Ballard Contract Lawyer $225 Karen Parsons Paralegal $135 Jason Kittinger Paralegal $135 Bailey & Glasser received an advance retainer in the sum of $50,000 prior to the petition date. All partners, counsel and associates of Bailey & Glasser are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Marc R. Weintraub, Esq. Kevin W. Barrett, Esq. J. Zak Ritchie, Esq. Bailey & Glasser LLP 209 Capitol Street Charleston, WV 25301 Tel: (304) 345-6555 Fax: (304) 342-1110 Email: mweintraub@baileyglasser.com Email: kbarrett@baileyglasser.com Email: zritchie@baileyglasser.com About Royal Automotive Company Royal Automotive Company is dealer for new and used cars in Charleston, West Virginia. Royal Real Estate LLC is engaged in activities related to real estate. Royal Automotive Company and Royal Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 18-20218) on May 2, 2018. In the petitions signed by Kelly Smith, president and chief executive officer, the Debtors disclosed that each had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the cases. SCG MADILL: Seeks to Hire Soldnow as Auctioneer ----------------------------------------------- SCG Madill Brookside, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an auctioneer. SCG proposes to employ Soldnow, LLC in connection with the sale by auction of substantially all of the assets used to operate its skilled nursing homes in Oklahoma. Soldnow, which conducts business under the name Tranzon Driggers, will receive compensation according to this fee arrangement: (1) A 5% buyer's premium if someone other than LQC Partners XI, LLC is the highest bidder at the auction. (2) 5% of the purchase price if the assets of some or all of the facilities are sold pre-auction or post-auction or in the event of a sale or transfer of the secured interest in the assets of some or all of the facilities. (3) A flat fee of $50,000, plus reimbursement of the documented marketing expenses if LQC is the highest bidder for the assets for all three facilities at the auction, and proportional if LQC purchases the assets of one or two of the facilities (either 1/3 or 2/3 of the $50,000 flat fee). (4) The commission will be earned upon providing a ready, willing and able buyer who closes on the assets and the auctioneer will be paid such commission from the proceeds at closing. This commission will be paid whether the auctioneer, the Debtors, or LQC provides the buyer. Buyer will pay the broker representing it, if any. (5) In the event that any of the Debtors chooses to cancel the auction or not to sell the assets on the auction day for any cause, the auctioneer should be entitled to a $45,000 cancellation or no-sale fee as to all three facilities and proportional as to one or two of the facilities (either 1/3 or 2/3 of the $45,000 cancellation/no-sale fee). (6) The auctioneer will front the cost (approximately $12,000 to $15,000) for the marketing. If all three real properties and the assets associated with all three facilities are sold to third parties (other than a credit bid by LQC), the auctioneer will reimburse the marketing from the commission. (7) Reimbursement of the documented marketing expenses will be paid by LQC if it is the highest bidder for the three real properties and the assets associated with all three facilities at the auction, and proportional if LQC purchases one or two of the real properties and the assets associated with the facilities. (8) If the sale is cancelled for any reason, the documented marketing expenses will be paid as an administrative expense. Soldnow is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Walter J. Driggers, III Soldnow, LLC 100 2nd Avenue S., Suite 1103S St. Petersburg, FL 33701 Phone: 877-374-4437 About SCG Madill Brookside Based in Tampa, Florida, SCG Madill Brookside, LLC, d/b/a Brookside Nursing Center and its affiliates, operate skilled nursing facilities. The Debtors provide residents and patients with a full spectrum of skilled nursing and long-term health care services and offer a wide range of direct care services like therapy, hospice care, Alzheimer's, and dementia care within their portfolio of facilities. SCG Madill Brookside (Bankr. M.D. Fla. Case No. 17-10101) and affiliates SCG Durant Four Seasons, LLC (Bankr. M.D. Fla. Case No. 17-10103), SCG Lake Country, LLC (Bankr. M.D. Fla. Case No. 17-10104), SCG Oak Ridge, LLC (Bankr. M.D. Fla. Case No. 17-10107), SCG Red River, LLC (Bankr. M.D. Fla. Case No. 17-10108), and SCG Red River Management, LLC (Bankr. M.D. Fla. Case No. 17-10109) filed separate Chapter 11 bankruptcy petitions on Dec. 5, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by David Vaughan, chairman of the Board. These affiliated cases previously filed on July 27, 2017 in the Middle District of Florida, Tampa Division, with Judge Catherine Peek McEwen as bankruptcy judge: Entity Case No. ------ -------- Senior Care Group, Inc. 17-06562 SCG Laurellwood, LLC 17-06576 SCG Gracewood, LLC 17-06574 SCG Harbourwood, LLC 17-06572 SCG Baywood, LLC 17-06563 Key West Health and Rehabilitation Center 17-06580 The Bridges Nursing and Rehabilitation, LLC 17-06579 Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtors' bankruptcy counsel. SCHULTE PROPERTIES: Hires Johnson & Gubler P.C. as Counsel ---------------------------------------------------------- Schulte Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Johnson & Gubler P.C. as counsel. Professional services to be rendered by Johnson & Gubler are: a. institute, prosecuted or defend any lawsuit, adversary proceedings and/or contest matters arising out of the bankruptcy proceeding in which the Debtor may be a party; b. assist in the recovery and obtain necessary Court approval for recovery and liquidation of estate assets, and to assist in the protecting and persevering the same where necessary; c. assist in determining the priorities and staus of claims and filing objections where necessary; d. assist in the preparation of a disclosure statement and plan of reorganization; and e. advise the Debtor and perform all other legal services for the Debtor which may become necessary in this bankruptcy proceeding. Current hourly rates charged by the firm are: Not exceeding $425 for attorneys Not exceeding $175 for paralegals Matther L. Johnson of Johnson & Gubler P.C. attests that he and his firm do not hold or represent an interest adverse to the Debtor's estate and are disinterested persons under 11 U.S.C. 101(14). The counsel can be reached through: Matthew L. Johnson, Esq. Russell G. Gubler, Esq. Ashveen S. Dhillon, Esq. JOHNSON & GUBLER, P.C. 8831 West Sahara Avenue Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 Email: mjohnson@mjohsonlaw.com About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SIVYER STEEL: Committee Taps National CRS as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of Sivyer Steel Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire National CRS, LLC, as its financial advisor. The firm will assist the committee in its review of the financial aspects of a bankruptcy plan proposed by the Debtor; analyze the Debtor's financial operations; analyze the financial ramifications of any transactions proposed by the Debtor such as asset sale and financing; conduct claims analysis for the committee; and provide other financial advisory services related to its Chapter 11 case. The firm will charge these hourly rates: Michael Newsom President $275 Mark Stickel Senior Consultant $250 Mr. Newsom, president of NCRS, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. NCRS can be reached through: Michael L. Newsom National CRS, LLC 4846 Sun City Center Blvd., Suite 255 Sun City Center, FL 33573-6281 Phone: (813) 286-2718 Fax: (253) 498-6182 About Sivyer Steel Corporation Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a supplier of steel castings based in Bettendorf, Iowa. Founded by Frederick Lincoln in 1909, the company is an ISO 9001:2008 recertified steel foundry, which means that it meets the International Organization for Standardization's quality management system. The Company develops custom steel castings and components for clients in industries that include government, private, and public sectors. Sivyer Steel specializes in military castings, energy applications, railroad castings, wear parts, pump & valves, oil & gas, mining, construction castings, perimeter security, and agriculture. An involuntary Chapter 11 case was filed against the Company on March 8, 2018, by alleged creditors Sadler Machine Co., Speyside Machining Holdings, LLC, and ARCO Manufacturing Corporation. Sivyer Steel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In the petition signed by Keith Kramer, president, the Debtor disclosed $16.43 million in assets and $18.35 million in liabilities. Judge Anita L. Shodeen presides over the case. The Debtor hired Bradshaw, Fowler, Proctor & Fairgrave as its legal counsel; Spencer Fane LLP as special counsel; and Concord Financial Advisors, LLC, as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 19, 2018. The committee hired Michael Best & Friedrich LLP as its legal counsel, and Whitfield & Eddy, PLC as its Iowa counsel. SPINLABEL TECHNOLOGIES: Hires Genovese as Special Counsel --------------------------------------------------------- SpinLabel Technologies, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Genovese Joblove & Battista, P.A., as special counsel to the Debtor. SpinLabel Technologies requires Genovese to assist the Debtor in investigating, and if appropriate, the prosecution of certain claims and causes of action against third parties for, among other things, breaches of fiduciary duty, aiding and abetting of breaches of fiduciary duty, fraudulent and/or preferential transfers. Genovese will be paid as follows: i. 34% of (a) any monies recovered in respect of the Litigation, whether through settlement, judgment or otherwise, and (b) the value to the estate of the reduction or elimination of any allowed claims otherwise held by a defendant, which value is measured by the distributions that would otherwise have been made by or on behalf of the Debtor to the defendant in such Litigation but for the claim objection asserted in the Litigation (the "Contingency Fee"); ii. In the event of an appeal with respect to any Litigation, the Contingency Fee shall increase to 39% for such matter; and iii. The Firm shall be entitled to reimbursement of out of pocket costs incurred with respect to this engagement. John H. Genovese, a partner at Genovese Joblove, 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. Genovese can be reached at: John H. Genovese, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, 44th Floor Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 About SpinLabel Technologies SpinLabel Technologies, Inc. -- http://www.spinlabels.com/-- is a Florida-based company dedicated to building and licensing its unique labeling technology that builds brand value by engaging current and prospective customers in the shopping corridor and at home. SpinLabel's proprietary, patented label Technology enables a spinning label (an outer Label over an inner label) to almost double the valuable messaging space on a container. SpinLabel is aligned with top label manufacturers globally to facilitate easy integration into most types of existing consumer product packaging. Based in Miami, Florida, SpinLabel -- which does business as Spinformation, Inc., as Accudial Pharmaceutical, Inc., and as Accudial, Inc. -- filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20123) on Aug. 9, 2017. In the petition signed by Alan Shugarman, its director, the Debtor estimated $1 million to $10 million in both assets and liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page PA, serves as the Debtors' bankruptcy counsel. Genovese Joblove & Battista, P.A., as special counsel. SPRINGS BUILDING: Hires Cohen Johnson as Counsel ------------------------------------------------ The Springs Building, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Cohen Johnson Parker Edwards, as counsel to the Debtor. Springs Building requires Cohen Johnson to: -- advise the Debtor generally concerning the rights, duties and obligations of debtors under the Bankruptcy Code, the Rules of Bankruptcy Procedure and the Orders of the Bankruptcy Court; and -- do all of those things which may, from time to time, be necessary to aid the Debtor in the prosecution of the case, and if necessary, give advice, aid and litigate non- bankruptcy matters. Cohen Johnson will be paid at these hourly rates: Attorneys $350 to $250 Paralegals $180 Cohen Johnson will also be reimbursed for reasonable out-of-pocket expenses incurred. H. Stan Johnson, managing partner of Cohen Johnson Parker Edwards, 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. Cohen Johnson can be reached at: H. Stan Johnson, Esq. Charles E. Barnabi Jr., Esq. COHEN JOHNSON PARKER EDWARDS 375 East Warm Springs Road, Ste. 104 Las Vegas, NV 89119 Tel: (702) 823-3500 Fax: (702) 823-3400 About The Springs Building The Springs Building, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-12320) on April 25, 2018. The Hon. Laurel E. Babero presides over the case. H. Stan Johnson, Esq., at Cohen Johnson Parker Edwards, serves as bankruptcy counsel. In the petition signed by Ronald J. Robinson, managing member, as Trustee of The Scotsman Trust, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. SUNSHINE DAIRY: Seeks to Hire Vanden Bos as Attorney ---------------------------------------------------- Sunshine Dairy Foods Management, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to employ Vanden Bos & Chapman, LLP, as attorney to the Debtor. Sunshine Dairy requires Vanden Bos to: (a) give the Debtor legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the operation of Debtor's business; (b) institute such adversary proceedings as are necessary in the case; (c) represent the Debtor generally in the proceedings and to propose on behalf of the Debtor as debtor-in-possession necessary applications, answers, orders, reports and other legal papers; and (d) perform all other legal services for the debtor-in- possession or to employ an attorney for such professional services. Vanden Bos will be paid at these hourly rates: Robert J Vanden Bos, Managing Partner $520 Ann K. Chapman, Partner $450 Douglas R. Ricks, Partner $395 Christopher N. Coyle, Partner $375 Certified Bankruptcy Assistants $250 Legal Assistants $130 On May 8, 2018, Vanden Bos received $100,000 from Karamanos Holdings, Inc., a debtor affiliate of the Debtor. Vanden Bos will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas R. Ricks, a partner at Vanden Bos & Chapman, 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. Vanden Bos can be reached at: Douglas R. Ricks, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Ste. 520 Portland, OR 97204 Tel: 503-241-4869 Fax: 503-241-3731 About Sunshine Dairy Foods Sunshine Dairy Foods -- http://www.sunshinedairyfoods.com/-- is family-owned dairy processor serving local food service customers, local food manufacturer partners, local retailers and co-pack customers in the Pacific Northwest. All Sunshine milk products are packaged in recyclable opaque white jugs and paper cartons to protect the milk from light and prevent oxidation. Sunshine's largest vendor is its milk supplier, Oregon Milk Marketing Federation. OMMF members are almost universally family farmers who manage small to mid-sized farms in the Willamette Valley, Oregon and Yakima Valley and Chehalis, Washington. Sunshine Dairy Foods Management, LLC, based in Portland, OR, filed a Chapter 11 petition (Bankr. D. Or. Lead Case No. 18-31644) on May 9, 2018. The Hon. Peter C. McKittrick (18-31644) and Hon. Trish M. Brown (18-31646) preside over the cases. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serves as bankruptcy counsel. In the petition signed by Norman Davidson III, president of Karamanos Holdings, Inc., managing member, the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. SUNVALLEY SOLAR: Posts $471,000 Net Loss in First Quarter --------------------------------------------------------- Sunvalley Solar, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $471,149 on $196,760 of revenues for the three months ended March 31, 2018, compared to a net loss of $724,196 on $295,109 of revenues for the same period last year. As of March 31, 2018, the Company had $1.93 million in total assets, $2.23 million in total current liabilities and a total stockholders' deficit of $301,407. As of March 31, 2018, the Company had current assets in the amount of $1,672,636 consisting of cash and cash equivalents in the amount of $635,133, inventory of $435,434, the current portion of accounts receivable of $281,600, prepaid expenses and other current assets of $137,744, contract assets of 92,024, restricted cash of $37,500, and current portion of notes receivable in the amount of $33,221. As of March 31, 2018, the Company had current liabilities in the amount of $2,233,098. These consisted of accounts payable and accrued expenses in the amount of $1,687,626, customer deposits of $277,945, accrued warranty of $164,138, and advances from contractors of $103,389. The Company's working capital deficit as of March 31, 2018 was therefore $560,462. During the three months ended March 31, 2018, its operating activities used a net $164,554 in cash. Investing activities provided $7,617 in cash during the period. As of March 31, 2018, the Company had no long term liabilities. "We will require substantial additional financing in the approximate amount of $4,500,000 in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. "We are currently seeking additional financing. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/A8wkuu About Sunvalley Solar Walnut, California-based Sunvalley Solar, Inc., markets, sells, designs and installs solar panels for residential and commercial customers. The Company's primary market is in the state of California, however the Company may sell anywhere in the United States. Sunvalley Solar incurred a net loss of $1.78 million in 2017 compared to a net loss of $999,118 in 2016. As of Dec. 31, 2017, Sunvalley Solar had $2.95 million in total assets, $2.79 million in total current liabilities and $159,952 in total stockholders' equity. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TATONKA ACQUISITIONS: Taps BrokerInTrust as Realtor --------------------------------------------------- Tatonka Acquisitions, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a realtor. The Debtor proposes to employ BrokerInTrust in connection with the sale of its real properties located at 4565 Alamo Street, Unit I, Simi Valley; and at 3331 Wolf Creek Circle, Simi Valley. Steve Goldbaum, a realtor employed with BrokerInTrust who will be providing the services, will receive a commission of 2.5% in the event of a sale of any parcel of real property. Mr. Goldbaum disclosed in a court filing that he and his firm are not materially adverse to the Debtor. BrokerInTrust can be reached through: Steve Goldbaum BrokerInTrust 9440 Reseda Blvd. Suite 200 Northridge, CA 91324 Phone: 818-576-7610 Email: info@brokerintrust.com About Tatonka Acquisitions Inc. Tatonka Acquisitions, Inc. is a corporation based in California engaged in real estate activities. It is a small business debtor as defined in 11 U.S.C. Section 101(51D) whose principal assets are located at 3331 Wolf Creek Court Simi Valley, CA 93065. Tatonka Acquisitions, Inc., based in Woodland Hills, California, filed a Chapter 11 petition (Bankr. C.D. cal. Case No. 17-12958) on Nov. 6, 2017. The Hon. Maureen Tighe presides over the case. Dana M. Douglas, Esq., at Dana M. Douglas, Attorney at Law, serves as bankruptcy counsel. In the petition signed by Michael B. Carmona, its secretary, the Debtor estimated $1 million to $10 million in both assets and liabilities. TOWERSTREAM CORPORATION: Posts $2.82M Net Loss in First Quarter --------------------------------------------------------------- Towerstream Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.82 million on $6.44 million of revenues for the three months ended March 31, 2018, compared to a net loss of $3.81 million on $6.57 million of revenues for the three months ended March 31, 2017. As of March 31, 2018, Towerstream had $23.25 million in total assets, $40.37 million in total liabilities and a total stockholders' deficit of $17.12 million. As of March 31, 2018, the Company had cash and cash equivalents of approximately $5.3 million and working capital deficiency of approximately $32.8 million. The Company incurred significant operating losses since inception and continues to generate losses from operations and as of March 31, 2018, the Company has an accumulated deficit of $191.9 million. The Company said these matters raise substantial doubt about its ability to continue as a going concern within one year after the date these financial statements are issued. Management has also evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations. "The Company has monitored and reduced certain of its operating costs over the course of 2017 and into the first quarter of 2018. Historically, the Company has financed its operations through private and public placement of equity securities, as well as debt financing and capital leases. The Company's ability to fund its longer term cash requirements is subject to multiple risks, many of which are beyond its control. The Company intends to raise additional capital, either through debt or equity financings or through the potential sale of the Company's assets in order to achieve its business plan objectives. Management believes that it can be successful in obtaining additional capital; however, no assurance can be provided that the Company will be able to do so. There is no assurance that any funds raised will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/rmumvN About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $14.37 million in 2017 and a net loss attributable to common stockholders of $22.15 million in 2016. As of Dec. 31, 2017, Towerstream had $26.45 million in total assets, $40.84 million in total liabilities and a total stockholders' deficit of $14.39 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, Marcum LLP, the Company's accounting firm since 2007, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRIZ VENTURES: Seeks to Hire Zalkin Revell as Attorney ------------------------------------------------------ Triz Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Zalkin Revell, PLLC, as attorney to the Debtor. The Debtor is also a Respondent in the Involuntary Petition filed against it on about April 3, 2018 at Case No. 18-10413-aec. No Order of Relief was ever entered in the Involuntary Case. Triz Ventures requires Zalkin Revell to: (1) respond to the Involuntary Case and move to Dismiss same in light of the filing of the Debtor's voluntary petition in the bankruptcy case; (2) give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; (3) prepare on behalf of the Debtor, as Debtor-in-Possession, necessary applications, answers, reports, and other legal papers; (4) prepare motions, pleadings, and applications, and to conduct examinations incidental to the administration of the Debtor's estate; (5) take any and all necessary action instant to the proper preservation and administration of the estate; (6) assist the Debtor-in-Possession with the preparation and filing of a Statement of Financial Affairs and Schedules and Lists as may be necessary and appropriate; (7) take whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral, including cash collateral, to preserve the same for the benefit of the Debtor; (8) assert, as directed by the Debtor, all claims the Debtor has against others; and (9) perform all other legal services to the Debtor as Debtor- in-Possession which may be necessary; and it is necessary for Debtor-in-Possession to employ attorneys for such professional services. Zalkin Revell will be paid at the hourly rate of $300. The Debtor paid the pre-petition sum of $40,0000 as a Pre-Petition Retainer, of which $1,717.00 was utilized for the payment of the filing fee and $8,130 was utilized for pre-petition services, leaving a balance of $30,153. Zalkin Revell will also be reimbursed for reasonable out-of-pocket expenses incurred. Kenneth W. Revell, partner of 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: Kenneth W. Revell, Esq. ZALKIN REVELL, PLLC 2410 Westgate Dr., Suite 100 Albany, GA 31707 Tel: (229) 435-1611 Fax: (866) 560-7111 E-mail: krevell@zalkinrevell.com About Triz Ventures, LLC TRIZ Ventures, LLC is a multinational company engaged in producing, procuring, processing and international trading of peanuts, tree nuts, edible oils and other foodstuffs, satisfying the most demanding global markets. Triz Ventures has diversified its business to major countries like USA, Brazil, Mexico, The Netherlands, India, Singapore, South Africa, Benin, Vietnam and China. Visit https://trizventures.com for more information. TRIZ Ventures, LLC, based in Albany, GA, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 18-10489) on April 24, 2018. The Hon. Austin E. Carter presides over the case. Kenneth W. Revell, Esq., at Zalkin Revell, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Dhawal Raste, manager. TWILA LANKFORD: L. Lankford Must Appear at Status Conference ------------------------------------------------------------ Bankruptcy Judge William J. Lafferty, III, instructs Defendant Lavette Lankford ("Ms. Lankford") to appear at the May 2, 2018 status conference with regard to the adversary proceeding captioned Twila Lankford, Plaintiff, v. Lavette Lankford and Trecine Lankford, Defendants, Adv. Pro. No. 18-04057 (Bankr. N.D. Cal.). On April 17, 2018, Ms. Lankford filed a document titled Dispute and Contest asking the Court to continue to July the status conference set for May 2, 2018. The Court holds that submitting letters to the Court without notice to opposing parties is not effective, thus, the Court will no longer respond to further ex parte communications from Ms. Lankford. The bankruptcy case is in re: Twila Lankford, Chapter 11, Debtor, Case No. 17-43041 (Bankr. N.D. Cal.). A copy of the Court's Memorandum dated April 24, 2018 is available at https://bit.ly/2GltscO from Leagle.com. Twila McEachin Lankford, Plaintiff, represented by Lawrence L. Szabo -- szabo@sbcglobal.net -- Attorney at Law. Lavette Lankford, Defendant, pro se. Trecine Lankford, Defendant, pro se. Twila McEachin Lankford filed for chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 16-43041) on Dec. 6, 2017, and is represented by Lawrence L. Szabo, Esq. of the Law Offices of Lawrence L. Szabo. UBS-BARCLAYS 2012-C2: Moody's Marks Crystal Mall Loan 'Troubled' ---------------------------------------------------------------- Moody's Investors Service has affirmed the ratings on 12 classes in UBS-Barclays Commercial Mortgage Trust 2012-C2, Commercial Mortgage Pass-Through Certificates, Series 2012-C2 as follows: Cl. A-3, Affirmed Aaa (sf); previously on Aug 3, 2017 Affirmed Aaa (sf) Cl. A-4, Affirmed Aaa (sf); previously on Aug 3, 2017 Affirmed Aaa (sf) Cl. A-S-EC, Affirmed Aaa (sf); previously on Aug 3, 2017 Affirmed Aaa (sf) Cl. B-EC, Affirmed Aa2 (sf); previously on Aug 3, 2017 Affirmed Aa2 (sf) Cl. C-EC, Affirmed A2 (sf); previously on Aug 3, 2017 Affirmed A2 (sf) Cl. D, Affirmed Baa1 (sf); previously on Aug 3, 2017 Affirmed Baa1 (sf) Cl. E, Affirmed Ba1 (sf); previously on Aug 3, 2017 Downgraded to Ba1 (sf) Cl. F, Affirmed Ba3 (sf); previously on Aug 3, 2017 Downgraded to Ba3 (sf) Cl. G, Affirmed B3 (sf); previously on Aug 3, 2017 Downgraded to B3 (sf) Cl. X-A, Affirmed Aaa (sf); previously on Aug 3, 2017 Affirmed Aaa (sf) Cl. X-B, Affirmed B1 (sf); previously on Aug 3, 2017 Affirmed B1 (sf) Cl. EC, Affirmed Aa3 (sf); previously on Aug 3, 2017 Affirmed Aa3 (sf) RATINGS RATIONALE The ratings on the P&I classes were affirmed because the transaction's key metrics, including Moody's loan-to-value (LTV) ratio, Moody's stressed debt service coverage ratio (DSCR) and the transaction's Herfindahl Index (Herf), are within acceptable ranges. The ratings on the IO classes were affirmed based on the credit quality of the referenced classes. The rating on the EC class was affirmed due to the weighted average rating factor (WARF) of the exchangeable classes. Moody's rating action reflects a base expected loss of 4.6% of the current pooled balance, compared to 4.4% at Moody's last review. Moody's base expected loss plus realized losses is now 3.5% of the original pooled balance, the same as at the last review. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. Performance that falls outside the given range can indicate that the collateral's credit quality is stronger or weaker than Moody's had previously expected. Factors that could lead to an upgrade of the ratings include a significant amount of loan paydowns or amortization, an increase in the pool's share of defeasance or an improvement in pool performance. Factors that could lead to a downgrade of the ratings include a decline in the performance of the pool, loan concentration, an increase in realized and expected losses from specially serviced and troubled loans or interest shortfalls. METHODOLOGY UNDERLYING THE RATING ACTION The methodologies used in rating UBS-Barclays Commercial Mortgage Trust 2012-C2, Cl. A-3, Cl. A-4, Cl. A-S-EC, Cl. B-EC, Cl. C-EC, Cl. D, Cl. E, Cl. F, and Cl. G were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in July 2017 and "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower CMBS" published in July 2017. The methodologies used in rating UBS-Barclays Commercial Mortgage Trust 2012-C2, Cl. X-A and Cl. X-B were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in July 2017, "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower CMBS" published in July 2017, and "Moody's Approach to Rating Structured Finance Interest-Only (IO) Securities" published in June 2017. The principal methodology used in rating UBS-Barclays Commercial Mortgage Trust 2012-C2, Cl. EC was "Moody's Approach to Rating Repackaged Securities" published in June 2015. DEAL PERFORMANCE As of the May 11, 2018 distribution date, the transaction's aggregate certificate balance has decreased by 23.6% to $929.5 million from $1.216 billion at securitization. The certificates are collateralized by 52 mortgage loans ranging in size from less than 1% to 9.6% of the pool, with the top ten loans (excluding defeasance) constituting 62.7% of the pool. One loan, constituting 4.2% of the pool, has an investment-grade structured credit assessment. Five loans, constituting 5.9% of the pool, have defeased and are secured by US government securities. Moody's uses a variation of Herf to measure the diversity of loan sizes, where a higher number represents greater diversity. Loan concentration has an important bearing on potential rating volatility, including the risk of multiple notch downgrades under adverse circumstances. The credit neutral Herf score is 40. The pool has a Herf of 19, compared to 21 at Moody's last review. Nine loans, constituting 18.4% of the pool, are on the master servicer's watchlist. The watchlist includes loans that meet certain portfolio review guidelines established as part of the CRE Finance Council (CREFC) monthly reporting package. As part of Moody's ongoing monitoring of a transaction, the agency reviews the watchlist to assess which loans have material issues that could affect performance. No loans have been liquidated from the pool. One loan, constituting 1.0% of the pool, is currently in special servicing. The specially serviced loan is the Northpoint Central Loan ($8.7 million -- 0.9% of the pool), which is secured by a suburban office property thirteen miles north of the Houston, Texas central business district (CBD). The loan was part of a two property portfolio, but the other property was sold and the proceeds were applied to paying down the outstanding loan balance prior to the portfolio's transfer to special servicing in March 2017. The asset became REO in July 2017. Moody's has also assumed a high default probability for two poorly performing loans, constituting 14.3% of the pool, and has estimated an aggregate loss of $23.9 million (an 18% expected loss based on a 47% probability default) from these troubled loans. Moody's received full year 2016 operating results for 98% of the pool, and full or partial year 2017 operating results for 95% of the pool (excluding specially serviced and defeased loans). Moody's weighted average conduit LTV is 85.9%, compared 86.5% at Moody's last review. Moody's conduit component excludes loans with structured credit assessments, defeased and CTL loans, and specially serviced and troubled loans. Moody's net cash flow (NCF) reflects a weighted average haircut of 15% to the most recently available net operating income (NOI). Moody's value reflects a weighted average capitalization rate of 9.8%. Moody's actual and stressed conduit DSCRs are 1.67X and 1.27X, respectively, compared to 1.66X and 1.25X at the last review. Moody's actual DSCR is based on Moody's NCF and the loan's actual debt service. Moody's stressed DSCR is based on Moody's NCF and a 9.25% stress rate the agency applied to the loan balance. The loan with a structured credit assessment is the 909 Third Avenue Net Lease Loan ($38.6 million -- 4.2% of the pool), which is secured by the fee interest in a parcel of land located beneath a 1.3 million square foot (SF) office property located in Manhattan, New York. The collateral is leased to an affiliate of Vornado Realty Trust and the annual ground lease payments are $1.6 million. The loan is interest-only throughout the term prior to the anticipated repayment date (ARD) in May 2022. Moody's structured credit assessment and stressed DSCR are a1 (sca.pd) and 0.45X, respectively, the same as at the last review. The top three largest conduit loans represent 26.4% of the pool balance. The largest loan is the Crystal Mall Loan ($88.8 million -- 9.6% of the pool), which is secured by a 518,000 SF portion of a 783,000 SF super-regional mall located in Waterford, Connecticut. The mall was built in 1984 and underwent renovations in 1997 and 2012. The mall contains three anchors: Macy's, Sears, and JC Penney (Macy's and Sears are not included as loan collateral). The loan was interest-only for the first 24 months and is now amortizing on a 30-year schedule. The subject is the only regional mall within a 50 mile radius, but it faces significant competition from other retail centers including Waterford Commons and Tanger Outlets. Property performance has declined since 2012 due to decreased rental revenue. As of September 2017, the total mall was 82% leased, compared to 88% as of September 2015. The in-line space was 73% leased as of September 2017, compared to 76% at the prior review. Moody's has treated this as a troubled loan. The second largest loan is the Louis Joliet Mall Loan ($85.0 million -- 9.1% of the pool), which is secured by a 359,000 SF portion of a 975,000 SF regional mall located in Joliet, Illinois. The mall was built in 1978 and renovated in 2009 to expand its food court and add a 14-screen movie theater. The mall is anchored by Macy's, Sears, JC Penney and Carson Pirie Scott & Co. These anchors are not owned by the borrower and are not included as collateral for the loan. The Carson's space will close with Bon-Ton Stores' liquidation plan; this is the first anchor to close at the property in its 40-year history. The collateral includes a Toys R Us outparcel which is also expected to close. The loan is interest-only for the entire term. As of December 2017, the property was 96.5% leased, compared to 100% leased as of December 2016. Moody's LTV and stressed DSCR are 99% and 1.11X, respectively, the same as at the last review. The third largest loan is the Southland Center Mall Loan ($71.6 million -- 7.7% of the pool), which is secured by a 611,000 SF portion of a 903,500 SF super-regional mall located in Taylor, Michigan. The mall is currently anchored by Macy's and JC Penney. The Macy's box is not owned by the borrower and is not included as collateral for the loan. As of September 2017, the total property was 96% leased, compared to 97% as of December 2016. Moody's LTV and stressed DSCR are 91% and 1.16X, respectively, compared to 93% and 1.14X at the last review. VEGA ALTA: Plan and Disclosure Statement Hearing Set for June 6 --------------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico conditionally approved Vega Alta Community Health, Inc.'s amended disclosure statement dated April 7, 2018. Acceptances or rejections of the Amended Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Amended Disclosure Statement and/or the confirmation of the Amended Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Amended Disclosure Statement and the confirmation of the Amended Plan and of such objections as may be made to either will be held, for cause, on June 6, 2018 at 9:00 A.M. at the U.S. Bankruptcy Court, José V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. The Troubled Company Reporter previously reported that the Debtor amended the disclosure statement to clarify the Internal Revenue Service's administrative, secured and priority values in accordance with the most current balance. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb16-08128-11-154.pdf About Vega Alta Vega Alta Community Health, Inc., provides primary medical services to the residents of Vega Alta and nearby areas. The Debtor, based in Catano, Puerto Rico, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-08128) on Oct. 11, 2016. Jaime Rodriguez Perez, at Jaime Rodriguez Law Office, PSC, serves as bankruptcy counsel. In its petition, the Debtor listed $25,582 in assets and $1.47 million in liabilities. The petition was signed by Luis M Gonzalez Bermudez, president. WOODBRIDGE GROUP: Noteholders Ask Court to Terminate Exclusivity ---------------------------------------------------------------- Ryan Boysen, writing for Bankruptcy Law360, reports that investors in the Woodbridge Ponzi scheme have asked the Delaware bankruptcy court overseeing Woodbridge's liquidation to let them propose their own Chapter 11 plan, which they say will address head-on "the $800 million question" of whether they are secured. Lise La Rochelle and several other investors, who hold notes that were issued by The Woodbridge Group LLC before it collapsed in 2017, asked the court to terminate the real estate business' so-called exclusivity period. About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WORLD GLOBAL FINANCING: Hires Genovese as Counsel ------------------------------------------------- World Global Financing, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Genovese Joblove & Battista, P.A., as bankruptcy counsel to the Debtor. World Global Financing requires Genovese to: (a) advise the Debtor with respect to its powers and duties as a debtor and debtor-in-possession in the continued management and operation of its business and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) advise the Debtor in connection with the operation of its affairs, possible post-petition financing arrangements, provide advice and counsel with respect to pre-petition arrangements, and provide advice to the Debtor in connection with potential emergence financing and capital structure, and negotiate and draft documents relating thereto; (d) advise the Debtor in connection with any contemplated sale of its assets, including the negotiation of the terms of such sales, formulate and implement bidding procedures, evaluate competing offers, draft appropriate corporate documents with respect to the proposed sales, and counsel the Debtor in connection with the closing of such sales; (e) advise the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executor contracts; (f) provide advice to the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business including meetings of the board of directors, and as applicable advice on insurance, securities, corporate, business operation, contracts, joint ventures, real property, press/public affairs and regulatory matters; (g) take all necessary action to protect and preserve the Debtor's estates, including the prosecution of actions on their behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estates; (h) prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estates; (i) negotiate and prepare on the Debtor's behalf 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 estates 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. Genovese will be paid at these hourly rates: Attorneys $195 to $625 Paralegals $75 to $195 Genovese was engaged by the Debtor on or about May 8, 2018. In connection therewith, the Debtor's president, Cyril Eskenazi, made a prepetition loan to the Debtor in the amount of $125,000 and thereafter advanced funds totaling $124,980 to Genovese on May 8, 2018 on account of its prepetition retainer. Genovese will also be reimbursed for reasonable out-of-pocket expenses incurred. Glenn D. Moses, a partner of Genovese, 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. Genovese can be reached at: Glenn D. Moses, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, Suite 4400 Miami, FL 33131 Tel: (305) 349-2300 About World Global Financing World Global Financing Inc. -- http://www.wgfinancing.com/-- is a merchant cash advance provider that offers financing programs to businesses that perform well but cannot show it with financial statements, business owners with bad credit history and other newer businesses. The Company offers small business financing, bad credit business financing, business working capital, automotive business financing, beauty business financing, business equipment financing, commercial truck financing, gas station financing, healthcare business financing, heavy equipment financing, hotel/motel financing, restaurant business financing, retail store financing, and service business financing. World Global Financing is headquartered in Miami, Florida. World Global Financing Inc., based in Miami, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-15499) on May 8, 2018. In the petition signed by CEO Cyril Eskenazi, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Jay A. Cristol presides over the case. Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A., serves as bankruptcy counsel. WORLD MARKETING: Bid to File Counterclaims vs Trustee Unnecessary ----------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois denied as unnecessary Robert W. Kraft, Blue Streak Holdings, Inc., and World Marketing Holdings, LLC's ("Kraft Parties") motion for leave to file counterclaims against Norman B. Newman, Liquidating Trustee of the World Marketing Liquidating Trust, for breach of fiduciary duty and breach of trust. World Marketing Chicago, LLC World Marketing Dallas, LLC, and World Marketing Atlanta, LLC were subjected to a WARN Act class claim. The Trustee asserted only one possible defense to the WARN claim and attempted to reserve other defenses to be asserted at a later time. The court found that the Trustee, in doing so, waived the right to propound any further defenses, as any further potential defenses were neither asserted nor was the reservation of these defenses sought by leave of the court. On Sept. 27, 2017, the Trustee filed an adversary against the movants, the Kraft Parties, and several other entities. The sixteen-count complaint alleges various torts and liability claims against the Kraft Parties and the other entities. In response, the Kraft Parties sought to countersue the Trustee in the adversary for breach of fiduciary duty and breach of trust, based on the Trustee's defense of the WARN claim. Anticipating the application of the so-called "Barton doctrine," the Kraft Parties brought the motion for leave to sue the Trustee, to which the Trustee objected. The Kraft Parties submit two principal arguments as to why, as a threshold matter, the Barton doctrine does not apply to the claims the movants seek to file. First, the Kraft Parties assert that the Barton doctrine is inapplicable when the party seeks to file a claim against a trustee in an adversary proceeding in the bankruptcy court which appointed the trustee. Second, the Barton doctrine does not apply to counterclaims against a trustee when the trustee begins the suit, even if the suit is filed in a non-appointing forum. This case also raises the issue as to whether the Barton doctrine extends just to statutory trustees or covers trustees appointed pursuant to a bankruptcy plan. The Barton doctrine affords the bankruptcy court the power to determine whether a suit against a trustee should be permitted to go forward in another court. Few clear rules appear to exist, however, as to how the bankruptcy court goes about that determination. One clear rule is thus: if the bankruptcy court determines that the movant has failed to propound a prima facie case against a bankruptcy trustee, permission should be denied. Even if a prima facie case is propounded, however, the express holdings of Barton and Linton appear to require more. The bankruptcy court must also determine the degree to which it must control the litigation to prevent it from becoming burdensome to and impeding the trustee's work. The Court finds that the Barton doctrine does not apply to this matter as the Kraft Parties are not seeking to sue the Trustee in another court. Nothing in Barton or Linton stands for the proposition that a party cannot sue a trustee in the bankruptcy court itself. There is no usurpation of the bankruptcy court's power if the suit is brought in the bankruptcy court itself. The integrity of the bankruptcy court's jurisdiction is preserved. Litigation in the bankruptcy court--the appointing court--also means that the court overseeing the bankruptcy estate remains in a position to both monitor the suit's effect on the trustee's work and oversee the suit's potential effect on the bankruptcy estate. If the suit is brought in the bankruptcy court, the bankruptcy court need not rely on the Barton doctrine to control the matter. It can use both its inherent and statutory power to determine how or if the suit before it should proceed. In exercising that power, the bankruptcy court can balance the hardship on the plaintiff seeking redress against a trustee with the needs of those dependent on the trustee's performance of her duties. For these reasons, the Barton doctrine simply does not apply here. Because the Barton doctrine is inapplicable to matters tried in the bankruptcy court itself, the remaining arguments of the Kraft Parties need not be reached here. In turn, the court need not reach the trustee's immunity claims at this point. Because the bankruptcy court will be the trial court in this matter, it can consider that defense when and if raised. As a result, the motion serves no purpose. The motion is, therefore, denied as unnecessary. A full-text copy of the Court's Memorandum Decision dated April 26, 2018 is available at: http://bankrupt.com/misc/ilnb15-32968-955.pdf About World Marketing Chicago Headquartered in Milwaukee, Wisconsin, World Marketing Chicago, LLC, offers marketing consulting and mailing services. World Marketing Chicago, LLC (Bankr. N.D. Ill. Case No. 15-32968), and affiliates World Marketing Atlanta, LLC (Bankr. N.D. Ill. Case No. 15-32975) and World Marketing Dallas, LLC (Bankr. N.D. Ill. Case No. 15-32977) filed for Chapter 11 bankruptcy protection on Sept. 28, 2015, each estimating their assets and liabilities at between $1 million and $10 million. The petitions were signed by Robert W. Kraft, the authorized individual. The cases are jointly administered. Judge Timothy A. Barnes presides over the cases. Jeffrey C Dan, Esq., at Crane Heyman Simon Wlch & Clar serves as the Debtors' bankruptcy counsel. The Official Committee of Unsecured Creditors appointed in the case are represented by Elizabeth Vandesteeg, Esq., and Aaron L. Hammer, Esq., at Sugar Felsenthal Grais & Hammer LLP as counsel. AEG Partners LLC serves as the Committee's financial advisor. XOTICAS RIO GRANDE: Hires Carl M. Barto as Counsel -------------------------------------------------- Xoticas Rio Grande Valley, L.P., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Office of Carl M. Barto, as counsel to the Debtor. Xoticas Rio Grande requires Carl M. Barto to: a. advise the Debtor with respect to its rights, duties and powers in this case; b. assist and advise the Debtor in its consultations relative to the administration of the bankruptcy case; c. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; d. assist the Debtor in the analysis of and negotiations with any third party concerning matters relating to, among other things, the terms of the plan of reorganization; e. prepare and file proofs of claims, analyze claims, and when appropriate object to claims filed on behalf of creditors; f. represent the Debtor at all hearings and other proceedings; g. review and analyze all applications, orders, statements of operations, and schedules filed with the Court and advise the Debtor as to their propriety; h. assist the Debtor in preparing pleadings and applications as may be necessary in furtherance of the Debtor's interests and objectives including motions to sell and a motion to reject executory contracts; i. draft, file and serve the Debtor's Disclosure Statement and Plan of Reorganization; j. solicit ballots and prove up the elements for confirmation of the Debtor's plan; and k. perform such other legal services as may be required and are deemed to be in the interests of the Debtor in accordance with the Debtor's powers and duties as set forth in the Bankruptcy Code. Carl M. Barto will be paid at these hourly rates: Attorney $350 Paralegals $90 Carl M. Barto will also be reimbursed for reasonable out-of-pocket expenses incurred. Carl M. Barto, a partner at the Law Office of Carl M. Barto, 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. Carl M. Barto can be reached at: Carl M. Barto, Esq. LAW OFFICE OF CARL M. BARTO 817 Guadalupe St. Laredo, TX 78040 Tel: (956) 725-7500 Fax: (956) 722-6739 About Xoticas Rio Grande Valley Xoticas Rio Grande Valley, L.P., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-50036) on March 9, 2018. The Debtor hired the Law Office of Carl M. Barto, as counsel. ZOHAR III: Parties Agree to Stay Suit, Appoint Director ------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that a settlement reached among key players Monday in the Delaware Chapter 11 cases of the Zohar Funds will pause active litigation between the parties for 15 months and will see founder Lynn Tilton largely step aside from running the funds in favor of an independent director. During a hearing in Wilmington, Zohar attorney Michael R. Nestor of Young Conaway Stargatt & Taylor LLP told the court that weeks of mediation had resulted in the consensual settlement among the debtors, their noteholders, their collateral manager, and their insurer, among others. 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 $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holder Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------ ------- ABSOLUTE SOFTWRE ALSWF US 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE OU1 GR 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ABT CN 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ABT2EUR EU 90.8 (57.6) (34.4) AGENUS INC AGEN US 130.8 (113.2) 35.0 AGENUS INC AGENUSD EU 130.8 (113.2) 35.0 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE AAL US 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GR 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL* MM 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G TH 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G QT 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GZ 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL11EUR EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL AV 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL TE 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G SW 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL1CHF EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE 0HE6 LN 53,280.0 (1,018.0) (7,335.0) AMYRIS INC AMRS US 118.2 (286.2) (36.7) AMYRIS INC 3A01 TH 118.2 (286.2) (36.7) AMYRIS INC 3A01 GR 118.2 (286.2) (36.7) AMYRIS INC 3A01 QT 118.2 (286.2) (36.7) AMYRIS INC AMRSEUR EU 118.2 (286.2) (36.7) AMYRIS INC AMRSUSD EU 118.2 (286.2) (36.7) ASPEN TECHNOLOGY AZPN US 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST GR 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST TH 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AZPNEUR EU 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST QT 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AZPNUSD EU 246.0 (278.6) (366.6) ATLATSA RESOURCE ATL SJ 206.1 (205.9) 6.0 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 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 250.8 (171.6) (19.9) AVID TECHNOLOGY AVD GR 250.8 (171.6) (19.9) AXIM BIOTECHNOLO AXIM US 0.8 (7.8) (7.2) BENEFITFOCUS INC BNFT US 187.8 (18.0) 8.2 BENEFITFOCUS INC BTF GR 187.8 (18.0) 8.2 BENEFITFOCUS INC BNFTEUR EU 187.8 (18.0) 8.2 BLUE BIRD CORP BLBD US 277.2 (70.0) 2.6 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOMBARDIER INC-A BBD/A CN 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-A BDRAF US 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-B BBD/B CN 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-B BDRBF US 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-B 0QZP LN 26,726.0 (4,284.0) 1,212.0 BRINKER INTL EAT US 1,336.9 (608.5) (305.0) BRINKER INTL BKJ GR 1,336.9 (608.5) (305.0) BRINKER INTL BKJ QT 1,336.9 (608.5) (305.0) BRINKER INTL EAT2EUR EU 1,336.9 (608.5) (305.0) BROOKFIELD REAL BRE CN 100.8 (34.8) 3.4 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) 94.6 BRP INC/CA-SUB V BRPIF US 2,558.4 (57.4) 94.6 CACTUS INC- A WHD US 358.3 227.3 109.0 CACTUS INC- A 43C GR 358.3 227.3 109.0 CACTUS INC- A 43C QT 358.3 227.3 109.0 CACTUS INC- A WHDEUR EU 358.3 227.3 109.0 CACTUS INC- A 43C TH 358.3 227.3 109.0 CACTUS INC- A 43C GZ 358.3 227.3 109.0 CADIZ INC CDZI US 62.9 (82.9) 5.6 CADIZ INC 2ZC GR 62.9 (82.9) 5.6 CADIZ INC 0HS4 LN 62.9 (82.9) 5.6 CAMBIUM LEARNING ABCD US 146.9 (11.6) (70.4) CARDLYTICS INC CDLX US 157.8 40.6 55.3 CARDLYTICS INC CYX TH 157.8 40.6 55.3 CARDLYTICS INC CDLXEUR EU 157.8 40.6 55.3 CARDLYTICS INC CYX QT 157.8 40.6 55.3 CARDLYTICS INC CDLXUSD EU 157.8 40.6 55.3 CARDLYTICS INC CYX GR 157.8 40.6 55.3 CARDLYTICS INC CYX GZ 157.8 40.6 55.3 CASELLA WASTE WA3 GR 631.4 (38.8) 0.3 CASELLA WASTE CWST US 631.4 (38.8) 0.3 CASELLA WASTE WA3 TH 631.4 (38.8) 0.3 CASELLA WASTE CWSTEUR EU 631.4 (38.8) 0.3 CASELLA WASTE CWSTUSD EU 631.4 (38.8) 0.3 CDK GLOBAL INC CDK US 2,697.9 (217.0) 465.1 CDK GLOBAL INC C2G TH 2,697.9 (217.0) 465.1 CDK GLOBAL INC CDKEUR EU 2,697.9 (217.0) 465.1 CDK GLOBAL INC C2G GR 2,697.9 (217.0) 465.1 CDK GLOBAL INC CDKUSD EU 2,697.9 (217.0) 465.1 CDK GLOBAL INC C2G QT 2,697.9 (217.0) 465.1 CDK GLOBAL INC 0HQR LN 2,697.9 (217.0) 465.1 CEDAR FAIR LP FUN US 2,004.6 (51.0) (99.2) CEDAR FAIR LP 7CF GR 2,004.6 (51.0) (99.2) CHESAPEAKE ENERG CHK US 12,086.0 (97.0) (1,130.0) CHESAPEAKE ENERG CS1 GR 12,086.0 (97.0) (1,130.0) CHESAPEAKE ENERG CS1 TH 12,086.0 (97.0) (1,130.0) CHESAPEAKE ENERG CHK* MM 12,086.0 (97.0) (1,130.0) CHESAPEAKE ENERG CS1 QT 12,086.0 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(2,742.0) (2,132.0) HP INC 7HP GR 35,245.0 (2,742.0) (2,132.0) HP INC HPQ TE 35,245.0 (2,742.0) (2,132.0) HP INC HPQ SW 35,245.0 (2,742.0) (2,132.0) HP INC HWP QT 35,245.0 (2,742.0) (2,132.0) HP INC HPQCHF EU 35,245.0 (2,742.0) (2,132.0) HP INC HPQUSD EU 35,245.0 (2,742.0) (2,132.0) HP INC HPQUSD SW 35,245.0 (2,742.0) (2,132.0) HP INC HPQEUR EU 35,245.0 (2,742.0) (2,132.0) HP INC 7HP GZ 35,245.0 (2,742.0) (2,132.0) HP INC 0J2E LN 35,245.0 (2,742.0) (2,132.0) IDEXX LABS IDXX US 1,469.5 (49.0) (27.1) IDEXX LABS IX1 GR 1,469.5 (49.0) (27.1) IDEXX LABS IX1 TH 1,469.5 (49.0) (27.1) IDEXX LABS IX1 QT 1,469.5 (49.0) (27.1) IDEXX LABS IDXX AV 1,469.5 (49.0) (27.1) IDEXX LABS IX1 GZ 1,469.5 (49.0) (27.1) IDEXX LABS 0J8P LN 1,469.5 (49.0) (27.1) IDEXX LABS IDXX TE 1,469.5 (49.0) (27.1) IMMUNOGEN INC IMU GR 265.0 (36.3) 181.2 IMMUNOGEN INC IMGN US 265.0 (36.3) 181.2 IMMUNOGEN INC IMU TH 265.0 (36.3) 181.2 IMMUNOGEN INC IMU QT 265.0 (36.3) 181.2 IMMUNOGEN INC IMU GZ 265.0 (36.3) 181.2 IMMUNOGEN INC IMGNEUR EU 265.0 (36.3) 181.2 IMMUNOGEN INC IMGNUSD EU 265.0 (36.3) 181.2 INFRASTRUCTURE A IEA US 118.2 (119.8) (18.8) INNOVIVA INC INVA US 276.7 (212.7) 109.2 INNOVIVA INC HVE GR 276.7 (212.7) 109.2 INNOVIVA INC INVAEUR EU 276.7 (212.7) 109.2 INNOVIVA INC HVE GZ 276.7 (212.7) 109.2 INTERCEPT PHARMA ICPT US 393.8 (52.3) 284.4 INTERCEPT PHARMA I4P GR 393.8 (52.3) 284.4 INTERCEPT PHARMA ICPTUSD EU 393.8 (52.3) 284.4 INTERCEPT PHARMA I4P TH 393.8 (52.3) 284.4 INTERCEPT PHARMA I4P QT 393.8 (52.3) 284.4 IRONWOOD PHARMAC I76 GR 571.1 (18.1) 213.4 IRONWOOD PHARMAC IRWD US 571.1 (18.1) 213.4 IRONWOOD PHARMAC I76 TH 571.1 (18.1) 213.4 IRONWOOD PHARMAC I76 QT 571.1 (18.1) 213.4 IRONWOOD PHARMAC IRWDEUR EU 571.1 (18.1) 213.4 ISRAMCO INC IRM GR 110.7 (19.2) (7.0) ISRAMCO INC ISRL US 110.7 (19.2) (7.0) ISRAMCO INC ISRLEUR EU 110.7 (19.2) (7.0) IWEB INC IWBB US 1.0 (0.6) (0.6) JACK IN THE BOX JBX GR 875.0 (430.9) (22.4) JACK IN THE BOX JACK US 875.0 (430.9) (22.4) JACK IN THE BOX JACK1EUR EU 875.0 (430.9) (22.4) JACK IN THE BOX JBX GZ 875.0 (430.9) (22.4) JACK IN THE BOX JBX QT 875.0 (430.9) (22.4) JUST ENERGY GROU JE US 1,387.5 (75.7) (71.4) JUST ENERGY GROU 1JE GR 1,387.5 (75.7) (71.4) JUST ENERGY GROU JE CN 1,387.5 (75.7) (71.4) KERYX BIOPHARM KYX GR 140.1 (31.6) 74.6 KERYX BIOPHARM KERX US 140.1 (31.6) 74.6 KERYX BIOPHARM KYX TH 140.1 (31.6) 74.6 KERYX BIOPHARM KYX QT 140.1 (31.6) 74.6 KERYX BIOPHARM KERXEUR EU 140.1 (31.6) 74.6 KERYX BIOPHARM KERXUSD EU 140.1 (31.6) 74.6 L BRANDS INC LTD GR 8,149.0 (751.0) 1,262.0 L BRANDS INC LTD TH 8,149.0 (751.0) 1,262.0 L BRANDS INC LB US 8,149.0 (751.0) 1,262.0 L BRANDS INC LBEUR EU 8,149.0 (751.0) 1,262.0 L BRANDS INC LB* MM 8,149.0 (751.0) 1,262.0 L BRANDS INC LTD QT 8,149.0 (751.0) 1,262.0 L BRANDS INC LBUSD EU 8,149.0 (751.0) 1,262.0 L BRANDS INC 0JSC LN 8,149.0 (751.0) 1,262.0 LAMB WESTON LW US 2,753.9 (337.6) 418.9 LAMB WESTON 0L5 GR 2,753.9 (337.6) 418.9 LAMB WESTON LW-WEUR EU 2,753.9 (337.6) 418.9 LAMB WESTON 0L5 TH 2,753.9 (337.6) 418.9 LAMB WESTON 0L5 QT 2,753.9 (337.6) 418.9 LAMB WESTON LW-WUSD EU 2,753.9 (337.6) 418.9 LEGACY RESERVES LRT GR 1,495.6 (201.1) (30.0) LEGACY RESERVES LGCY US 1,495.6 (201.1) (30.0) LEGACY RESERVES LRT QT 1,495.6 (201.1) (30.0) LEGACY RESERVES LRT GZ 1,495.6 (201.1) (30.0) LENNOX INTL INC LXI GR 2,086.1 (102.6) 634.0 LENNOX INTL INC LII US 2,086.1 (102.6) 634.0 LENNOX INTL INC LII1EUR EU 2,086.1 (102.6) 634.0 LENNOX INTL INC LXI TH 2,086.1 (102.6) 634.0 LOCKHEED MARTIN LMT US 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM GR 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM TH 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT* MM 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT SW 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT1EUR EU 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM QT 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT1CHF EU 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT1USD EU 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM GZ 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN 0R3E LN 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT TE 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT AV 46,634.0 (111.0) 3,842.0 LOCKHEED-BDR LMTB34 BZ 46,634.0 (111.0) 3,842.0 LOCKHEED-CEDEAR LMT AR 46,634.0 (111.0) 3,842.0 MCDONALDS - BDR MCDC34 BZ 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD CI 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO TH 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD TE 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO GR 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD* MM 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD US 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD SW 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO QT 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDCHF EU 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDUSD EU 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDUSD SW 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDEUR EU 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO GZ 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD AV 33,722.9 (4,718.8) 2,087.9 MCDONALDS-CEDEAR MCD AR 33,722.9 (4,718.8) 2,087.9 MDC PARTNERS-A MDCA US 1,701.1 (135.3) (195.9) MDC PARTNERS-A MD7A GR 1,701.1 (135.3) (195.9) MDC PARTNERS-A MDCAEUR EU 1,701.1 (135.3) (195.9) MICHAELS COS INC MIK US 2,300.2 (1,509.5) 719.0 MICHAELS COS INC MIM GR 2,300.2 (1,509.5) 719.0 MONEYGRAM INTERN MGI US 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N GR 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N QT 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N TH 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIEUR EU 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIUSD EU 4,509.2 (232.7) (58.3) MOTOROLA SOLUTIO MTLA GR 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA TH 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI US 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MOT TE 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA QT 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI1EUR EU 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA GZ 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI1USD EU 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO 0K3H LN 9,051.0 (1,539.0) 525.0 MSG NETWORKS- A MSGN US 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 GR 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 TH 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 QT 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNEUR EU 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNUSD EU 855.6 (693.3) 212.2 NATERA INC NTRA US 218.7 (3.9) 83.1 NATERA INC 45E GR 218.7 (3.9) 83.1 NATHANS FAMOUS NATH US 92.9 (85.0) 51.8 NATHANS FAMOUS NFA GR 92.9 (85.0) 51.8 NATIONAL CINEMED XWM GR 1,157.7 (84.4) - NATIONAL CINEMED NCMI US 1,157.7 (84.4) - NATIONAL CINEMED NCMIEUR EU 1,157.7 (84.4) - 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 NEOS THERAPEUTIC NEOS US 97.4 (4.5) 32.9 NEOS THERAPEUTIC NTE GR 97.4 (4.5) 32.9 NEW ENG RLTY-LP NEN US 256.1 (34.6) - NYMOX PHARMACEUT NYMX US 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYM GR 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYM GZ 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYMXEUR EU 1.0 (1.0) (1.1) OMEROS CORP 3O8 GR 89.0 (29.2) 54.1 OMEROS CORP OMER US 89.0 (29.2) 54.1 OMEROS CORP 3O8 TH 89.0 (29.2) 54.1 OMEROS CORP OMEREUR EU 89.0 (29.2) 54.1 OMEROS CORP OMERUSD EU 89.0 (29.2) 54.1 OMEROS CORP 0KBU LN 89.0 (29.2) 54.1 OPTIVA INC RE6 GR 188.7 (12.7) 28.2 OPTIVA INC RKNEF US 188.7 (12.7) 28.2 OPTIVA INC OPT CN 188.7 (12.7) 28.2 OPTIVA INC 3230510Q EU 188.7 (12.7) 28.2 OPTIVA INC RKNEUR EU 188.7 (12.7) 28.2 PAPA JOHN'S INTL PZZA US 579.8 (242.2) 22.8 PAPA JOHN'S INTL PP1 GR 579.8 (242.2) 22.8 PAPA JOHN'S INTL PZZAEUR EU 579.8 (242.2) 22.8 PENN NATL GAMING PN1 GR 5,165.5 (33.6) (140.6) PENN NATL GAMING PENN US 5,165.5 (33.6) (140.6) 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 PHILIP MORRIS IN PMOR AV 43,070.0 (10,482.0) 2,905.0 PINNACLE ENTERTA PNK US 3,884.8 (301.5) (30.0) PINNACLE ENTERTA 65P GR 3,884.8 (301.5) (30.0) PLANET FITNESS-A PLNT US 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL TH 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL GR 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL QT 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1EUR EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1USD EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A 0KJD LN 1,115.9 (122.4) 77.1 PLURALSIGHT IN-A PS US 234.0 (58.1) (71.1) PROS HOLDINGS IN PH2 GR 280.5 (55.1) 86.0 PROS HOLDINGS IN PRO US 280.5 (55.1) 86.0 PROS HOLDINGS IN PRO1EUR EU 280.5 (55.1) 86.0 REATA PHARMACE-A RETA US 136.8 (142.7) 83.4 REATA PHARMACE-A 2R3 GR 136.8 (142.7) 83.4 REATA PHARMACE-A RETAEUR EU 136.8 (142.7) 83.4 REMARK HOLD INC MARK US 102.8 (21.2) (29.4) RESOLUTE ENERGY R21 GR 686.3 (81.6) (129.6) RESOLUTE ENERGY REN US 686.3 (81.6) (129.6) RESOLUTE ENERGY RENEUR EU 686.3 (81.6) (129.6) REVLON INC-A REV US 3,042.1 (855.7) 105.3 REVLON INC-A RVL1 GR 3,042.1 (855.7) 105.3 REVLON INC-A RVL1 TH 3,042.1 (855.7) 105.3 REVLON INC-A REVEUR EU 3,042.1 (855.7) 105.3 REVLON INC-A REVUSD EU 3,042.1 (855.7) 105.3 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 RMNI US 145.2 (205.8) (117.3) ROSETTA STONE IN RST US 178.8 (1.6) (63.2) ROSETTA STONE IN RS8 GR 178.8 (1.6) (63.2) ROSETTA STONE IN RS8 TH 178.8 (1.6) (63.2) ROSETTA STONE IN RST1EUR EU 178.8 (1.6) (63.2) ROSETTA STONE IN RST1USD EU 178.8 (1.6) (63.2) RR DONNELLEY & S DLLN GR 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRD US 3,680.6 (188.3) 607.2 RR DONNELLEY & S DLLN TH 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRDEUR EU 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRDUSD EU 3,680.6 (188.3) 607.2 SALLY BEAUTY HOL SBH US 2,100.2 (315.0) 608.3 SALLY BEAUTY HOL S7V GR 2,100.2 (315.0) 608.3 SALLY BEAUTY HOL SBHEUR EU 2,100.2 (315.0) 608.3 SANCHEZ ENERGY C SN US 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SN* MM 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S GR 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S TH 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S QT 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SNEUR EU 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SNUSD EU 2,903.8 (33.4) 212.2 SBA COMM CORP 4SB GR 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBAC US 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBJ TH 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBACEUR EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP 4SB GZ 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBACUSD EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP 0KYZ LN 7,405.1 (2,588.2) 51.9 SCIENTIFIC GAMES SGMS US 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES TJW GR 7,737.2 (2,196.1) 554.9 SEALED AIR CORP SEE US 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA GR 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA QT 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA TH 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE1EUR EU 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE1USD EU 5,041.1 (364.8) 242.4 SEALED AIR CORP 0L4F LN 5,041.1 (364.8) 242.4 SEARS HOLDINGS SEE TH 7,262.0 (3,723.0) (1,103.0) SEARS HOLDINGS SHLD US 7,262.0 (3,723.0) (1,103.0) SEARS HOLDINGS SEE QT 7,262.0 (3,723.0) (1,103.0) SEARS HOLDINGS SHLDEUR EU 7,262.0 (3,723.0) (1,103.0) SEARS HOLDINGS SEE GZ 7,262.0 (3,723.0) (1,103.0) SEARS HOLDINGS SHLDUSD EU 7,262.0 (3,723.0) (1,103.0) SEARS HOLDINGS SHLD TE 7,262.0 (3,723.0) (1,103.0) SENSEONICS HLDGS SENS US 77.8 (13.2) 55.3 SIGA TECH INC SIGA US 133.1 (334.6) 26.9 SIRIUS XM HOLDIN SIRI US 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO TH 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO GR 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO QT 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRIEUR EU 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO GZ 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRI AV 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRIUSD EU 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN 0L6Z LN 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRI TE 8,299.3 (1,564.5) (2,267.2) SIX FLAGS ENTERT SIX US 2,444.0 (203.7) (316.4) SIX FLAGS ENTERT 6FE GR 2,444.0 (203.7) (316.4) SIX FLAGS ENTERT SIXEUR EU 2,444.0 (203.7) (316.4) 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 TAUBMAN CENTERS TU8 GR 4,246.0 (162.4) - TAUBMAN CENTERS TCO US 4,246.0 (162.4) - TAUBMAN CENTERS 0LDD LN 4,246.0 (162.4) - TOWN SPORTS INTE T3D GR 251.8 (73.5) 5.9 TOWN SPORTS INTE CLUB US 251.8 (73.5) 5.9 TOWN SPORTS INTE CLUBEUR EU 251.8 (73.5) 5.9 TRANSDIGM GROUP T7D GR 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP TDG US 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP T7D QT 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP TDGEUR EU 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP T7D TH 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP 0REK LN 10,394.7 (2,309.3) 1,657.3 TUPPERWARE BRAND TUP US 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP GR 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP QT 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP GZ 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP TH 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP1EUR EU 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP1USD EU 1,444.8 (108.4) (28.0) TURTLE BEACH COR 0P1A GR 52.3 (20.4) 24.4 TURTLE BEACH COR HEAR US 52.3 (20.4) 24.4 TURTLE BEACH COR PAMTEUR EU 52.3 (20.4) 24.4 UNISYS CORP UIS EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UISCHF EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UISEUR EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UIS US 2,513.7 (1,270.8) 438.5 UNISYS CORP UIS1 SW 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 TH 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 GR 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 GZ 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 QT 2,513.7 (1,270.8) 438.5 UNITI GROUP INC UNIT US 4,363.5 (1,187.3) - UNITI GROUP INC 8XC GR 4,363.5 (1,187.3) - UNITI GROUP INC CSALUSD EU 4,363.5 (1,187.3) - UNITI GROUP INC 0LJB LN 4,363.5 (1,187.3) - VALVOLINE INC VVV US 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 GR 1,869.0 (226.0) 380.0 VALVOLINE INC VVVEUR EU 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 QT 1,869.0 (226.0) 380.0 VECTOR GROUP LTD VGR GR 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR US 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR QT 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGREUR EU 1,299.1 (394.2) 167.3 VERISIGN INC VRS TH 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GR 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN US 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS QT 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSNEUR EU 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GZ 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN* MM 2,905.3 (1,234.7) 859.6 W&T OFFSHORE INC WTI US 942.2 (544.6) 107.2 W&T OFFSHORE INC UWV GR 942.2 (544.6) 107.2 W&T OFFSHORE INC WTI1EUR EU 942.2 (544.6) 107.2 WAYFAIR INC- A W US 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF GR 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF TH 1,226.4 (127.2) (2.8) WAYFAIR INC- A WEUR EU 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF QT 1,226.4 (127.2) (2.8) WAYFAIR INC- A WUSD EU 1,226.4 (127.2) (2.8) WEIGHT WATCHERS WTW US 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 GR 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 TH 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWEUR EU 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 QT 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 GZ 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWUSD EU 1,307.1 (995.9) (99.4) WESTERN UNION WU US 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GR 9,188.0 (375.8) (1,032.2) WESTERN UNION WU* MM 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U TH 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U QT 9,188.0 (375.8) (1,032.2) WESTERN UNION WUEUR EU 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GZ 9,188.0 (375.8) (1,032.2) WESTERN UNION 0LVJ LN 9,188.0 (375.8) (1,032.2) WIDEOPENWEST INC WOW US 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 GR 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 QT 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WOW1EUR EU 2,165.0 (439.1) (70.1) WINGSTOP INC WING US 120.7 (146.5) (5.4) WINGSTOP INC EWG GR 120.7 (146.5) (5.4) WINGSTOP INC WING1EUR EU 120.7 (146.5) (5.4) WINMARK CORP WINA US 47.7 (28.6) 7.8 WINMARK CORP GBZ GR 47.7 (28.6) 7.8 WORKIVA INC WK US 178.6 (9.2) (13.3) WORKIVA INC 0WKA GR 178.6 (9.2) (13.3) WORKIVA INC WKEUR EU 178.6 (9.2) (13.3) YELLOW PAGES LTD Y CN 581.0 (205.7) 72.7 YELLOW PAGES LTD YLWDF US 581.0 (205.7) 72.7 YRC WORLDWIDE IN YRCW US 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 GR 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 TH 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 QT 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWEUR EU 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWUSD EU 1,608.7 (365.9) 160.4 YUM! BRANDS INC YUM US 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GR 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR TH 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMEUR EU 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR QT 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUM SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMUSD SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GZ 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC 0QYD LN 4,836.0 (6,754.0) 780.0 ZYMEWORKS INC ZYME CN 132.0 (108.7) 77.7 ZYMEWORKS INC ZYME US 132.0 (108.7) 77.7 ********* 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 ***