/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180704.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 4, 2018, Vol. 22, No. 184 Headlines 362 OAK STREET: RF Jackson Buying Washington DC Property for $929K 4040 IBIS CIRCLE: Sept. 22 Chapter 727 Claims Bar Date Set ADAMIS PHARMACEUTICALS: Amends Loan Agreement with Bear State Bank ADAMIS PHARMACEUTICALS: Inks Distribution Agreement with Sandoz ADVANCED INTEGRATION: Moody's Affirms B1 CFR, Alters Outlook to Neg AMYRIS INC: Secures $36 Million Facility from Great American APOLLO INVESTMENT: S&P Withdraws 'BB+' Issuer Credit Rating ARMOR HOLDING II: Moody's Rates New $425MM 1st Lien Loans 'B1' AUTO 7 INC: Sept. 17 Chapter 727 Claims Bar Date BAKERCORP INTERNATIONAL: Parent Inks Merger Pact with United Rental BEAZER HOMES: S&P Alters Outlook to Positive & Affirms 'B-' CCR BITE THE BULLET: Selling Alpha L-250 Ammunition Loader for $80K BJ'S WHOLESALE: S&P Raises Corp Credit Rating to B, Outlook Stable BON-TON STORES: Hilco Says Bids for IP Assets Due July 11 BSB DELRAY: October 8 Chapter 727 Claims Bar Date CAROLINA BEER: S&P Withdraws 'B-' Corporate Credit Rating COMSTOCK RESOURCES: Will Hold Its Annual Meeting on Aug. 10 CSP ASSET II: Full Payment for Unsecured Creditors Under Plan DEL MONTE: S&P Raises Corp. Credit Rating to 'CCC+', Outlook Neg. EFS COGEN I: S&P Lowers Ratings to 'BB-' on Weak Market Prices ELBRICA INC: October 10 Chapter 727 Claims Bar Date Set ELIZABETH AVENUE: Voluntary Chapter 11 Case Summary FLORA WEIMERSKRICH: Proposes Booker Public Auction of Equipment FLORA WEIMERSKRICH: Selling Mansfield Property for $117K FM 544 PARK: JMJ Wants Court to Reject Joint Disclosure Statement GENESEE & WYOMING: S&P Alters Outlook to Stable & Affirms 'BB' CCR HOUSE MOSAIC: Azulon Buying All Real Estate Holdings for $1.44M INTERMEDIA HOLDINGS: S&P Rates New $285MM First Lien Loans 'B' ISAGENIX WORLDWIDE: S&P Assigns 'B+' CCR, Outlook Stable JN MEDICAL: Auro Vaccines Supplements Plan with Sale Agreement MCCLATCHY CO: Files Copy of Amended Framework Agreement MOUNTAIN CRANE: Aguilar Buying 2012 Dodge Ram 3500 for $13K MURRAY ENERGY: S&P Raises Corp. Credit Rating to B-, Outlook Stable NAVILLUS TILE: Committee Seeks Examiner to Oversee Equity Auction NEW DESIGNS CHARTER SCHOOL, CA: S&P Alters Outlook to Negative NXT CAPITAL: S&P Puts 'BB-' Issuer Credit Rating on Watch Positive ORBITE TECHNOLOGIES: Court Upholds Ruling in Indemnification Case ORION HEALTHCORP: Closes $12.6 Million Asset Sale to MTBC ORION HEALTHCORP: July 1 MTBC Asset Acquisition Effective Date Set PARKINSON SEED: Selling Downey Farm and Farm Equipment for $4M PATRIOT NATIONAL: Emerges from Chapter 11 Under New Ownership PAUL SHEPHERD: Proposes a $2.1-Mil. Sale of Los Angeles Property PAUL SOUCIE: CBS Trucking Buying 1997 W900 Kenworth Semi for $27K PAYROLL MANAGEMENT: Selling Fort Walton Beach Property for $128K PME MORTGAGE: Pogue Buying Aguanga Property for $800K RICHARD D. VAN LUNEN: Court Directs Appointment of Ch. 11 Examiner SAMANTHA LYNN WEST TRUST: Case Summary & 2 Unsecured Creditors SANCILIO PHARMACEUTICALS: Has 2 Lead Bidders for Assets SCANA CORP: Moody's Confirms Ba1 Rating & Alters Outlook to Neg. SEADRILL LIMITED: Emerges from Chapter 11 Protection SF GALLERIA: Clark County Buying Property for $5.15 Million SUNRISE HOSPICE: Plan to be Funded from Owner's $250K Financing VALERIY ROMANCHENKO: Seeks Confirmation of Henderson Property Sale VIRGIN ISLANDS PA: S&P Affirms B+ Rating on Marine Bonds WALHOF PROPERTIES: Case Summary & 3 Unsecured Creditors WALKING COMPANY: Exits Chapter 11 Bankruptcy WIS HOLDING: Case Summary & 20 Largest Unsecured Creditors WIS HOLDING: Files for Chapter 11 to Complete Liquidation WISEWEAR CORP: CarePredict Buying Intellectual Property for $110K WIT'S END RANCH: IH Holdings Buying Denver Property for $3.7M WOODBRIDGE GROUP: Ciardi Represents Margaret Rae Elson, 5 Others WOODBRIDGE GROUP: Jones Waldo, WBD Represent Utah Noteholders [*] Beard Group 25th Annual Distressed Investing Conference Nov. 26 [*] Claims Trading Report for June 2018 [*] Weil Named Among Top Firms for Restructuring & Insolvency ********* 362 OAK STREET: RF Jackson Buying Washington DC Property for $929K ------------------------------------------------------------------ 1362 Oak Street, LLC, asks the U.S. Bankruptcy Court for the District of Columbia to authorize the sale of the real property located at 1362 Oak Street, NW, Washington, DC, to Fatimah and Robert Jackson, individually, and on behalf of RF Jackson Development, LLC, for $929,000, subject to higher and better offers. The Realty is encumbered by a first priority deed of trust securing a claim held by PS Funding, Inc., with a payoff balance believed not to exceed $560,000; so far as is known to the Debtor, there are no taxes (other than a $200 claim from the Internal Revenue Service), utility bills, or state or county assessments remaining unpaid with respect to the Realty, although a complete title search has not yet been undertaken. The Debtor concluded that the sale of the Realty would be of particular value to the administration of this estate and result in immediate payment of virtually all debt in the case. It has procured a contract for the sale of the Realty to the Buyers for the sum of $929,000, free and clear of all liens, claims and encumbrances. The purchase price is to be paid in cash at closing in an amount sufficient to pay all allowed claims against the Debtor and of the bankruptcy state, with the Debtor to receive a promissory note for the payment of the balance of the purchase price, secured by a subordinate lien against the Property. It appears to the Debtor that the Buyers are ready, willing and able to close on the Contract, and, subject to Court approval, will do so as soon as circumstances permit. The sale of the Realty, however, proposed under the Sales Motion is, as always, subject to possible higher and better offers. In accordance with said prescription, the Debtor is also filing to establish bid procedures for any other prospective offeror to follow in attempting to make a higher and better offer for the Realty than that embodied in the Contract. There are no occupants or tenants at the Realty and there are no leases for occupancy of the Realty. There is no broker involved in the transaction, and thus no broker's commission to diminish the proceeds of the sale under the Contract. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/1362_Oak_53_Sales.pdf The Debtor believes and therefore avers that the proposed sale of the Realty on the terms and conditions set forth in the Contract are fair, reasonable, reflective of fair market value, and of substantial net value to the estate; accordingly, it believes and therefore avers that the sale should be approved. About 1362 Oak Street 1362 Oak Street LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 17-00705) on Dec. 13, 2017, in order to halt a foreclosure. In the petition signed by Anthony Gilmer, managing member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge S. Martin Teel, Jr., presides over the case. The Law Offices of Jeffrey M. Sherman is the Debtor's counsel. 4040 IBIS CIRCLE: Sept. 22 Chapter 727 Claims Bar Date Set ---------------------------------------------------------- On May 25, 2018, a petition was filed commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, made by 4040 IBIS CIRCLE, LLC, Assignor, with its principal place of business at 1025 E. Hallandale Beach Blvd., Suite 15-203, Hallandale Beach, FL 33009, to KENNETH A. WELT, Assignee, who has offices at 8201 Peters Road, #1000, Plantation, FL 33324. Pursuant to Section 727.105, Fla. Stat., no proceeding may be commenced against the Assignee except as provided in Chapter 727 and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with the Assignee on or before Sept. 22, 2018. Proposed Counsel for Assignee: Isaac M. Marcushamer, Esq. Ilyse M. Homer, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 E-mail: imarcushamer@bergersingerman.com ihomer@bergersingerman.com The case is captioned, In re: Assignment for the Benefit of Creditors of 4040 IBIS CIRCLE, LLC, a Florida limited liability company, Assignor, To: KENNETH A. WELT, Assignee, IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA, CASE NO. CACE 18-12274 (21). ADAMIS PHARMACEUTICALS: Amends Loan Agreement with Bear State Bank ------------------------------------------------------------------ As Adamis Pharmaceuticals Corporation has previously reported, in March 2016, in connection with its acquisition of U.S. Compounding, Inc., Adamis entered into a Loan and Security Agreement with Bear State Bank, N.A. ("Lender"), pursuant to which the Company previously has borrowed an aggregate of $2,000,000 principal amount, subject to the terms and conditions of the Loan Agreement and evidenced by a promissory note in favor of the Lender in the principal amount of $2,000,000. Interest on amounts borrowed under the Loan Agreement accrues at a rate equal to the prime interest rate, as defined in the Loan Agreement. Interest payments are required to be made quarterly. As previously amended, the entire outstanding principal balance, and all accrued and unpaid interest and all other sums payable pursuant to the Loan Agreement and related loan documents with the Lender, are due and payable on a maturity date of June 1, 2018. The Company's obligations under the Loan Documents are secured by certain collateral, including without limitation its interest in amounts that the Company has loaned to USC; its Certificate of Deposit with the Lender of approximately $1,000,000; and a warrant that the Company issued to the Lender to purchase up to 1,000,000 shares of its common stock at an exercise price equal to the $0.0001 par value per share. The Warrant includes customary cashless net exercise procedures. Under the terms of the Warrant, the Warrant is exercisable by Lender if the Company is in default under the Loan Documents and the Lender delivers a notice to the Company and the Company does not cure the default within the applicable cure period. Under the terms of the Warrant, if the Warrant becomes exercisable, then Lender may exercise the Warrant in whole or in part, from time to time, to acquire Warrant Shares in a number that the Lender believes will, upon sale of such shares, be sufficient to cure or pay off the Company's obligations due to the Lender under the Loan Documents. Under the terms of the Warrant, the Lender agreed that following any exercise of this Warrant, Lender will use its best efforts to sell as promptly as reasonably practicable following such exercise, the shares of Common Stock acquired by the Lender upon such exercise, and that all of the net proceeds from such sales of Warrant Shares will be applied in satisfaction of the obligations of the Loan Documents, as defined in the Loan Agreement. The Company previously filed a registration statement with the Securities and Exchange Commission, which has been declared effective, to register the resale from time to time of the shares of common stock underlying the Warrant. On June 28, 2018, the Company and the Lender entered into an agreement amending the Loan Agreement and the Warrant to provide that in addition to the circumstances entitling the Lender to exercise the Warrant under the original terms of the Warrant, if the Company has not paid in full all amounts that are required to be paid to the Lender under the Loan Documents on or before the maturity date of the loan, then the Lender may exercise the Warrant, in whole or in part, to acquire a number of Warrant Shares. The $2,000,000 principal outstanding balance under the Loan Agreement and related promissory note remains outstanding following the maturity date, and accordingly the Lender may exercise the Warrant to acquire shares of Common Stock and may resell those shares. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis incurred a net loss of $25.53 million in 2017 compared to a net loss of $19.43 million in 2016. As of March 31, 2018, Adamis had $43.78 million in total assets, $10.33 million in total liabilities and $33.44 million in total stockholders' equity. The report from the Company's independent accounting firm Mayer Hoffman McCann P.C., in San Diego, California, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Inks Distribution Agreement with Sandoz --------------------------------------------------------------- Adamis Pharmaceuticals Corporation has entered into an exclusive distribution and commercialization agreement with Sandoz Inc., a division of the Novartis Group, to commercialize Adamis' Symjepi product for the emergency treatment of allergic reactions (Type I) including anaphylaxis. Under the terms of the agreement, Sandoz will obtain the United States commercial rights to Symjepi in exchange for an upfront fee and performance-based milestones payments. Additionally, Adamis and Sandoz will equally share net profits, as defined in the agreement, generated from sales of Symjepi in the U.S. As part of the agreement, Sandoz will have commercial rights to the FDA-approved Symjepi (epinephrine) Injection 0.3mg product, as well as the Symjepi (epinephrine) Injection 0.15mg product if approved by the FDA. Under the agreement, Adamis will retain the right to commercialize both products in territories outside of the U.S., but has granted Sandoz the first right of negotiation for such territories. Adamis may also continue to develop the Symject injection platform for additional product candidates including the previously announced naloxone product candidate being developed to treat opioid overdose. Dr. Dennis J. Carlo, president and CEO of Adamis, stated, "We are very excited about our collaboration with Sandoz. They are among the top pharmaceutical companies in the world and we believe they have the commercial presence and proven track record to maximize the value of Symjepi. We believe the financial terms of this agreement have the potential to bring meaningful recurring revenue to Adamis and we look forward to growing, and possibly expanding, this partnership with Sandoz based on the future success of Symjepi in the market." The Agreement provides that Sandoz will pay to the Company 50% of the net profit from net sales of the product in the Territory to third parties, determined on a quarterly basis. The Company will be the supplier of the product to Sandoz, and Sandoz will order and pay the Company a supply price for quantities of products ordered. Under the Agreement, net profit is determined based on the amount of net sales less the supply price that Sandoz pays the Company for quantities of the product sold in the applicable period and less certain additional amounts relating to sales, distribution and other expenses and amounts allocable to the product, and net sales is determined based on the net sales recorded by Sandoz for sales of the product and reflecting a number of customary deductions allocable to the product including, without limitation, product recalls or returns, discounts and credits, rebates, and certain other items. The Company will be responsible for all manufacturing, component and supply costs related to manufacturing and supplying the product to Sandoz. The Company is responsible for component sourcing and regulatory compliance in the supply chain and for testing of lots of product. The Agreement includes customary provisions relating to ordering, delivering and payment for product ordered by Sandoz. Sandoz has agreed to use commercially reasonable efforts to commercialize the product, subject to various conditions and to the other provisions of the Agreement. The Agreement does not include minimum payments to the Company by Sandoz, minimum requirements for sales of product by Sandoz or, with certain exceptions, minimum purchase commitments by Sandoz. Under the Agreement, Sandoz has sole discretion in determining pricing, terms of sale, marketing, and selling decisions relating to the product. Jefferies LLC acted as the sole advisor to Adamis in connection with this transaction. Additional information concerning the agreement and the transaction is contained in a report on Form 8-K filed by the company with the Securities and Exchange Commission. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis incurred a net loss of $25.53 million in 2017 compared to a net loss of $19.43 million in 2016. As of March 31, 2018, Adamis had $43.78 million in total assets, $10.33 million in total liabilities and $33.44 million in total stockholders' equity. The report from the Company's independent accounting firm Mayer Hoffman McCann P.C., in San Diego, California, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADVANCED INTEGRATION: Moody's Affirms B1 CFR, Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service affirmed ratings for Advanced Integration Technology LP, including the B1 Corporate Family Rating (CFR) and the B2-PD Probability of Default Rating. Concurrently, Moody's affirmed the B1 ratings on the company's senior secured revolver and senior secured term loan. The outlook has been changed to negative from stable. RATINGS RATIONALE The negative outlook reflects a level of earnings and cash generation that has significantly trailed expectations. The outlook also considers AIT's weak liquidity and an earnings profile that continues to be more volatile than previously contemplated. The B1 Corporate Family Rating reflects the company's modest size, weak cash flow generation, and high exposure to a relatively concentrated customer base with cyclical end markets. The rating incorporates the company's mixed track record of operating performance and the weaker than expected earnings and cash flow contribution from last year's Nova-Tech and Kuka acquisitions, which have resulted in a meaningful increase in working capital and curtailed cash generation. Moody's also considers the lumpy and often large-sized nature of AIT's customer contracts that reduce cash flow visibility while adding an element of volatility to the company's earnings profile. This earnings volatility is compounded by the use of percentage of completion accounting for most contracts which leads to on-going, and sometimes meaningful, revisions to contract costs and profitability. Offsetting these concerns is Moody's recognition that AIT's growing portfolio of automation and engineering capabilities should position the company for future growth as OEM and tier one customers seek to boost throughput and reduce costs in the face of record multi-year backlogs and growing defense budgets. The rating also incorporates expectations of a conservatively leveraged capital structure with Moody's adjusted Debt-to-EBITDA of around 4.0x and anticipates a financial policy that balances shareholder returns with an appropriate degree of financial flexibility. Moody's expects AIT's near-term liquidity to be weak but to gradually improve over the balance of 2018 and into 2019. Cash generation during 1H 2018 will be soft primarily as a result of assumed contracts from Nova-Tech and Kuka which have minimal milestone payments and are increasing working capital usage. Moody's expects the company to have improved cash generation in the latter half of the year (continuing into 2019) such that FCF-to-Debt for 2018 will likely be approaching the mid-single-digits and Moody's notes that despite weak cash generation over the last year or so, AIT has a history of generating healthy levels of free cash flow. Liquidity is also provided by a $60 million revolving credit facility ($15 million drawn as of March 2018) that expires in 2021. The revolver contains a springing net first lien leverage ratio of 5.0x that comes into effect if usage exceeds 30% (based on zero L/Cs outstanding). The springing covenant has not yet been triggered but Moody's notes that the company would have been in breach of the covenant if it had come into effect in Q1 2018 (Moody's estimates net first lien leverage of about 5.1x). Moody's expects near-term earnings growth to provide a bigger cushion relative to the covenant which will improve access to the facility over the balance of this year. An upgrade in the near-term is unlikely. Consideration for a ratings upgrade could be warranted if leverage is expected to be sustained below 2.0x. A ratings upgrade would also require demonstrated revenue and earnings growth while maintaining EBITDA margins in the mid-20% range. Any upward rating action would be predicated on AIT maintaining a strong liquidity profile with consistent free cash generation such that FCF-to-Debt was expected to be at least in the low double-digits. Given the company's small scale, Moody's would expect AIT to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level. The ratings could be downgraded if AIT is unable to improve its near-term liquidity such that the company is generating consistently positive free cash flow, is not reliant on external sources of financing, and has sufficient cushions under the springing covenant to allow near unfettered access to the revolver. The ratings could also be downgraded if leverage was expected to be sustained above 4.0x. Any debt-financed distributions to shareholders or sizable debt-financed acquisitions over the near-term that indicate a higher tolerance for financial risk could also result in a downgrade. The loss of a key customer/ customer contracts, or a sustained weakening in profitability metrics such that EBITDA margins were to contract materially could also result in downward rating action. The B2-PD Probability of Default rating is one notch lower than the B1 CFR, reflecting the perceived above average default risk and higher implicit family recovery due to the singular class of debt with a security interest in all assets, specifically incorporating an expectation that secured creditors would move quickly in an event of default. The following is a summary of the rating actions: Issuer: Advanced Integration Technology LP Ratings affirmed: Corporate Family Rating, affirmed B1 Probability of Default Rating, affirmed B2-PD $60 million senior secured revolving credit facility due 2021, affirmed B1 (LGD3) $331 million senior secured term loan ($328 million outstanding) due 2023, affirmed B1 (LGD3) Outlook, changed to Negative from Stable Advanced Integration Technology LP ("AIT"), headquartered in Plano, Texas, is a provider of turnkey factory automation and complex automated and non-automated tooling to the commercial aerospace and defense industries. AIT's primary business is to design, engineer, manufacture, and install machines and systems which enable the automated assembly of aerospace structures and other industrial equipment. The company is equally owned by management and by funds affiliated with Onex Corporation. AMYRIS INC: Secures $36 Million Facility from Great American ------------------------------------------------------------ Amyris, Inc., has closed on a $36 million term loan with Great American Capital Partners, LLC, a subsidiary of B. Riley Capital Management, LLC, a SEC Registered investment advisor and wholly-owned subsidiary of B. Riley Financial, Inc. Cash from the term loan will be used to pay off the company's Stegodon and other short-term debt maturities. The term loan also includes an additional $35 million accordion credit facility that provides Amyris with another option for financing construction of its production facility, if necessary. "We are pleased with the support GACP has provided in enabling us to resolve our near-term debt, and we now have no other significant debt issues to resolve through the rest of the year," said John Melo, president and CEO of Amyris. "This has provided Amyris the flexibility and time needed to further execute our business initiatives, including resolving other debt and improving our capital structure when the timing and economics are more advantageous." "Our industry experience combined with our ability to develop a flexible financing strategy enables us to help companies like Amyris continue to focus and pursue growth opportunities for their business," said John Ahn, president of GACP. "We are very pleased to have been selected by Amyris and play an important role in their continued growth and success." B. Riley FBR, Inc, a full service investment bank and an affiliate of GACP, sourced and advised Amyris on the transaction. Loans under the Loan Facilities have a maturity date of July 1, 2021; provided, that if the Company has not (i) met certain financial conditions on or prior to Jan. 7, 2019 or (ii) (A) refinanced its 9.50% Convertible Senior Notes due 2019 and 6.50% Convertible Senior Notes due 2019 with indebtedness that has a maturity date which is later than July 1, 2021 or (B) converted the 2019 Notes into equity prior to Jan. 12, 2019, then the Maturity Date will be Jan. 12, 2019. The Loan Facilities will amortize beginning on July 1, 2019 in an annual amount equal to 10% of the loan amounts outstanding on the day immediately preceding the Amortization Date (subject to adjustment in order to reflect any loans subsequently drawn under the Incremental Term Loan Facility), payable in equal quarterly installments, with remaining principal balance payable on the Maturity Date. Loans under the Loan Facilities will accrue interest at a rate per annum equal to the sum of (i) the greater of (A) the prime rate as reported in the Wall Street Journal and (B) 4.0%, plus (ii) 6.25%, payable monthly. The Company is also required to pay a facility charge at the closing of the Loan Facilities equal to 2% of the funded amount of the Loan Facilities, and an agency fee of $100,000 per year during the term of the Loan Facilities, payable quarterly. The obligations under the Loan Facilities are (i) guaranteed by the Subsidiary Guarantors and (ii) secured by a perfected first-priority security interest in substantially all of the assets of the Company and the Subsidiary Guarantors, including intellectual property, inventory, accounts receivable, other tangible and intangible assets, equity interests in the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests in the Company's and the Subsidiary Guarantors' foreign subsidiaries, in each case subject to certain limitations and exceptions. The Agent can be reached at: GACP Finance CO., LLC Attention: Cameron Izadi 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 A full-text copy of the Loan Agreement is available for free at: https://is.gd/qPBhjW About Great American Capital Partners, LLC Great American Capital Partners (GACP) originates and underwrites senior secured loans across a wide array of industries and is dedicated to providing opportunistic and responsive capital to the underserved middle market. About B. Riley Financial, Inc. B. Riley Financial, Inc. (NASDAQ:RILY), through its subsidiaries, provides collaborative financial services and solutions to the capital raising and financial advisory needs of public and private companies and high net worth individuals. The company operates through several wholly-owned subsidiaries, including B. Riley FBR, Inc., Wunderlich Securities, Inc., Great American Group, LLC, B. Riley Capital Management, LLC (which includes B. Riley Asset Management, B. Riley Wealth Management, and Great American Capital Partners, LLC) and B. Riley Principal Investments, LLC, a group that makes proprietary investments in other businesses, such as the acquisition of United Online, Inc. About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016 and $217.95 million in 2016. As of March 31, 2018, Amyris had $118.2 million in total assets, $404.4 million in total liabilities, $5 million in contingently redeemable common stock and a total stockholders' deficit of $291.2 million. APOLLO INVESTMENT: S&P Withdraws 'BB+' Issuer Credit Rating ----------------------------------------------------------- S&P Global Ratings said it withdrew its 'BB+' issuer credit rating on Apollo Investment Corp. at the company's request. At the time of the withdrawal, the outlook was stable. The withdrawal follows S&P Global Ratings' downgrade of Apollo Investment Corp. to 'BB+' on April 23, 2018. Earlier that month, the company's board of directors approved the application of the modified asset coverage requirement allowed by the Small Business Credit Availability Act. As a result, the company will be subject to a 150% asset coverage requirement, as opposed to the current 200% asset coverage requirement, one year from the date of approval. S&P revised its anchor, or starting point, for its rating on Apollo Investment Corp. to 'bb+', in line with other companies that either received board or shareholder approval to adopt the new regulation. ARMOR HOLDING II: Moody's Rates New $425MM 1st Lien Loans 'B1' -------------------------------------------------------------- Moody's Investors Service affirmed Armor Holdco, Inc.'s B3 corporate family rating (CFR), assigned B1 ratings to Armor Holding II LLC's (Armor II) proposed $405 million senior secured first lien term loan and proposed $20 million senior secured first lien revolving credit facility, and assigned a Caa2 rating to Armor II's proposed $215 million senior secured second lien term loan. The proceeds from Armor II's proposed first and second lien loan facilities will be used to repay Armor's payment-in-kind unsecured note (unrated) and Armor II's existing B1 senior secured first lien term loan and Caa1 senior secured second lien term loan, the ratings of which will be withdrawn upon repayment, said Moody's. Moody's said the rating outlook for both companies remains stable. Moody's has taken the following rating actions: Issuer: Armor Holdco, Inc. Corporate Family Rating, Affirmed at B3 Outlook, Remains Stable Issuer: Armor Holding II LLC $405 million Senior Secured First Lien Term Loan, Assigned at B1 $20 million Senior Secured First Lien Revolving Credit Facility, Assigned at B1 $215 million Senior Secured Second Lien Term Loan, Assigned at Caa2 Outlook, Remains Stable Moody's has also withdrawn the outlooks on Armor's corporate family rating and Armor II's existing instrument ratings for its own business reasons. This has no impact on the stable rating outlooks for both companies. RATINGS RATIONALE Moody's said the rating action follows Armor's proposed refinancing of its credit facilities. Moody's said the 2022 maturity of the new facilities reduces refinancing risk, a credit positive, since the previous facilities matured in 2020. Moody's said its affirmation of Armor's B3 corporate family rating (CFR) considers its improved financial performance and leading market position in the North American securities transfer and processing industry. Armor is focusing on expense management and operational efficiency as well as expanding its products and services to generate new income streams. Additionally, Armor has been benefiting from the rising interest rate environment by way of interest income earned on fiduciary balances. Nonetheless, high leverage continues to be a drag on profitability with high interest expense resulting in pre-tax losses. Moody's said Armor's B3 CFR reflects its elevated debt and interest expense levels. Moody's said that Armor is replacing its payment-in-kind unsecured note (unrated) with a capital structure in which all debt will be secured and maintained at Armor II. Consequently, this will decrease the amount of debt subordinated to Armor II's proposed first and second lien instruments, said Moody's. Moody's uses its loss given default (LGD) methodology and model to assess the creditworthiness of these proposed instruments. Moody's said the B1 ratings on Armor II's proposed senior secured first lien term loan and proposed first lien revolving credit facility are based on the first lien facilities' priority ranking and the application of LGD. Even though the reduced amount of debt subordinated to the first lien facilities is credit negative, there remains sufficient loss protection from the proposed second lien term loan to sustain the B1 first lien ratings. Moody's said its Caa2 rating on Armor II's proposed senior secured second lien term loan is a notch lower than the Caa1 rating on Armor II's previous senior secured second lien term loan is based on the application of LGD and reflects the change in the capital structure, which results in a weaker claim for this debt class compared with the companies' previous capital structure. Moody's said both companies have a stable outlook, reflecting Moody's assessment that they will maintain market share in the North American share registry sector, benefit from the rising interest rate environment, and will continue to incur development expenditures that ultimately will result in stronger revenue on the back of new products and services. Moody's said the stable outlook also reflects the companies' focus on expense management and operational efficiency, which Moody's expects will gradually result in positive pre-tax earnings. The new debt structure will help stabilize the outstanding balance of debt, said Moody's. Factors that could lead to an upgrade -- Improvement in expense control leading to the generation of pre-tax earnings and operating leverage -- Improvement in Moody's-adjusted debt/EBITDA to a level below 6x Factors that could lead to a downgrade -- Delay in the realization of meaningful cost reduction and extraction of benefits from recent growth initiatives -- Aggressive financial policy (dividends, large acquisitions) leading to a significant increase in leverage -- Deterioration in cash flow generation resulting in weaker leverage and coverage metrics AUTO 7 INC: Sept. 17 Chapter 727 Claims Bar Date ------------------------------------------------ On May 18, 2018, a petition was filed commencing an Assignment for the Benefit of Creditors, pursuant to Chapter 727, Florida Statutes, made by Auto 7, Inc., with a principal place of business of 2401 SW 145 Avenue, Miramar, FL 33027 and Philip J. von Kahle whose address is Michael Moecker & Associates, Inc., 1883 Marina Mile Blvd., Ste. 106, Fort Lauderdale, FL 33315. Pursuant to Section727.105, Florida Statutes, no proceeding may be commenced against the Assignee except as provided in Chapter 727, and except in the case of a secured creditor enforcing its rights and collateral under Chapter 679, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate in the possession, custody, or control of the Assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with the Assignee on or before Sept. 17, 2018. The case is, IN RE: ASSIGNMENT FOR BENEFIT OF CREDITORS OF AUTO 7, INC., a Florida Corporation, Assignor, To: PHILIP J. VON KAHLE, Assignee, IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA COMPLEX BUSINESS LITIGATION SECTION, CASE NO.: CACE-18-011712. BAKERCORP INTERNATIONAL: Parent Inks Merger Pact with United Rental ------------------------------------------------------------------- BakerCorp International Holdings, Inc., the parent of BakerCorp International, Inc., has entered into an Agreement and Plan of Merger with United Rentals, Inc., a Delaware corporation and UR Merger Sub IV Corporation ("Merger Sub"), a direct, wholly-owned subsidiary of URI. The Merger Agreement provides that, upon the terms and subject to the conditions, Merger Sub will merge with and into BakerCorp, with BakerCorp as the surviving corporation in the Merger. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of BakerCorp common stock will be converted into the right to receive a pro rata share of an aggregate purchase price of $715,000,000, subject to customary purchase price adjustments as set forth in the Merger Agreement, which consideration includes the repayment of substantially all of BakerCorp's and the Company's existing indebtedness and the payment of all related fees and expenses. At the Effective Time, the Company intends to satisfy and discharge the Indenture, dated as of June 1, 2011, by and among the Company, the guarantors and Wells Fargo Bank, National Association, as trustee, and to issue a notice of redemption to redeem any notes issued pursuant to the Indenture. The Merger Agreement contains customary representations, warranties and covenants made by BakerCorp, URI and Merger Sub. Each party has agreed to comply with customary covenants, including covenants by BakerCorp to conduct the business of BakerCorp and its subsidiaries (including the Company) in the ordinary course consistent with past practice during the interim period between the date of the Merger Agreement and the date of closing of the Merger. The Merger Agreement also contains indemnification provisions whereby the stockholders of BakerCorp will indemnify URI for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of BakerCorp, subject to certain caps and thresholds. URI intends to purchase a buy-side representations and warranties insurance policy under which it may seek coverage for breaches of BakerCorp's representations and warranties, to supplement the indemnity escrow amount under the Merger Agreement. The representations and warranties insurance policy will be subject to certain customary retention amounts, exclusions and deductibles. The completion of the Merger is subject to customary conditions, including, among others (i) the receipt of the written consent of the stockholders of BakerCorp holding at least 95% of the outstanding shares of BakerCorp common stock, (ii) the absence of any injunction or order prohibiting the consummation of the Merger and (iii) the accuracy of representations and warranties (subject to customary materiality qualifiers) and material compliance with covenants set forth in the Merger Agreement. BakerCorp and URI are permitted under certain circumstances to terminate the Merger Agreement, including in the event that, among other things, the Merger is not consummated by Aug. 31, 2018. A full-text copy of the Agreement and Plan of Merger is available for free at https://is.gd/w46orW About BakerCorp International Plano, Texas-based BakerCorp International, Inc. and its consolidated subsidiaries -- http://www.bakercorp.com/-- provide liquid containment, transfer and treatment solutions operating within the specialty sector of the broader industrial services industry. Throughout its operating history of over 75 years, the Company has developed a reputation for delivering quality containment, transfer and treatment equipment and services to a broad range of customers across a wide variety of end markets. The company maintains a large and diverse rental fleet consisting of more than 25,000 serialized units as of Jan. 31, 2018. The Company's fleet includes steel tanks, polyethylene tanks, modular tanks, roll-off boxes, pumps, pipes, hoses and fittings, filtration, tank trailers, berms, and trench shoring equipment. BakerCorp reported net income of $7.48 million for the fiscal year ended Jan. 31, 2018, compared to a net loss of $124.13 million for the fiscal year ended Jan. 31, 2017. As of April 30, 2018, BakerCorp had $809.81 million in total assets, $753.78 million in total liabilities and $56.03 million in total shareholders' equity. The report from the Company's independent accounting firm Ernst & Young LLP, the Company's auditor since 2005, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant debt obligations coming due and has stated that substantial doubt exists about the Company's ability to continue as a going concern. BEAZER HOMES: S&P Alters Outlook to Positive & Affirms 'B-' CCR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Atlanta-based Beazer Homes USA Inc. to positive from stable and affirmed its 'B-' corporate credit rating. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on the company's senior unsecured debt. The '4' recovery rating reflects our expectation for average recovery (30%-50%; rounded estimate: 45%) in the event of payment default. "The positive outlook reflects our expectation that revenue will continue to grow due to home price appreciation across Beazer's markets along with an increase in community count and homes closed. EBITDA margin has improved to 9.9% as of the fiscal second quarter 2018 from 8.9% in the same period last year and we expect it to remain in this area in the near term. Still, we expect modest improvement in EBITDA growth, which will result in improved credit metrics. As of March 31, 2018, our adjusted debt to EBITDA was 7x and our base-case scenario has it declining to the 6x area by Sept. 30, 2019, which could support a higher rating. "The positive outlook reflects our expectation that revenue growth will continue due to home price appreciation across Beazer's markets, along with an increase in community count and homes closed. Consequently, we expect modest EBITDA growth, which should result in improved credit metrics. However, we expect debt to EBITDA to remain above 6x over the next 12 months. "We could raise the rating one notch within the next 12 months if adjusted debt to EBITDA approaches 6x through debt reduction and continued improvement in EBITDA. In addition, we would also expect to see EBITDA interest coverage in excess of 2x. The improvement in metrics could occur if the company exceeded our base-case scenario for home deliveries and price appreciation and generated excess cash such that debt is reduced in excess of 10% of current levels or EBITDA is at least 15% more than expected. "We could revise the outlook back to stable if debt to EBITDA fails to improve and doesn't trend below 7x or EBITDA interest coverage falls below 1.5x. This could occur if the housing recovery stalls and we see no top-line growth or if cost inflation is greater than expected resulting in at least a 50 basis point contraction in expected EBITDA margins." BITE THE BULLET: Selling Alpha L-250 Ammunition Loader for $80K --------------------------------------------------------------- Bite the Bullet, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the private sale of the machine known as an L-250 Ammunition Loader, manufactured by Alpha Loading Systems, with serial number 461, to Dynamic Research Technologies, LLC, doing business as DRT Ammo, for $80,000, subject to overbid. The Debtor purchased the Asset in mid-2016, and took delivery of it in early 2017. In 2016, the political climate was such that sales were very good. Then, in mid-2017, it was announced California Proposition 63 was going to be on the ballot in November 2017. Proposition 63 passed in November 2017, and sales fell off a cliff in January 2018. Before January 2018, shipments to California were the majority of the Debtor's sales. The Debtor struggled for several months, and eventually was forced to consider bankruptcy protection. The Asset was used periodically during 2017, but it was more a matter of convenience than need. With the Asset, the Debtor is capable of remanufacturing 3.6 million rounds per month. Without it, the Debtor is capable of producing 2 million rounds monthly using its other tools and machinery. Notably, in the single biggest sales month ever in the history of the company, which was in the second half of 2017, the Debtor produced approximately 1.45 million rounds. Thus, even without the Asset, the Debtor is therefore still capable of producing more rounds per month than it ever has actually produced before in any given month. Accordingly, the sale of the Asset will not impair the Debtor's business operations or ability to reorganize. The Debtor has a secured loan from Meadows Bank, which prepetition was being paid approximately $7,000 per month. Postpetition, Meadows Bank and the Debtor have signed a cash collateral stipulation that requires adequate protection payments of $7,072 per month to be made to Meadows Bank. The Debtor can make the June 2018 payment, but would prefer to use its cash flow from operations to stabilize and grow the business. The Asset has not been used in the Debtor's operations since the beginning of 2018. It is just sitting there, unused. In addition, the Debtor is downsizing its site lease, which means that Debtor has to get it out of that location soon, preferably by June 30, 2018. The Debtor was able to arrange a sale of the Asset to the Buyer, which is a mid-Western ammunition remanufacturer. The proposed sale price is $80,000. Meadows Bank has approved the sale of the Asset, and has signed the PSA indicating its approval, and moreover has graciously allowed the Debtor to use those sale proceeds to make its monthly adequate protection payments, which provides a significant amount of breathing room for Debtor, from a cash flow basis. On June 5, 2018, the Debtor and Meadows Bank entered into a stipulation regarding cash collateral, which includes two terms relevant to the Motion: (i) that the sale of any equipment by Debtor will cause the lien of Meadows Bank to continue as a perfected security interest in the sale proceeds, and (ii) that the sale proceeds be deposited into a segregated bank account. The Buyer will purchase the Asset for $80,000. The Purchase Price will be paid in one lump sum, at closing. The Purchase Price is new money to the bankruptcy estate. The Buyer is purchasing the Asset in as-is condition, and has an opportunity to ensure that the Asset is in working condition prior to taking delivery. The Buyer is responsible for all costs of transport and insurance from the Debtor's location. The sale proceeds will be placed into a segregated account for the benefit of secured creditor Meadows Bank. No brokers were used to arrange the sale, so no commissions or broker's fees are owed on the sale. The PSA is contingent on Bankruptcy Court approval. A copy of the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/BITE_THE_BULLET_19_Sales.pdf The Debtor proposes to sell the Asset through a private sale, not a public auction, and does not plan on actively soliciting other offers in an attempt to yield a higher sale price. Its managing member has conducted an investigation of the Asset's salability and has evaluated options regarding its sale. As a result thereof, the Debtor believes that the offer for the property, which generates a lump-sum cash payment of $80,000, represents the best near-term offer for the Asset. The Debtor asks that the sale of the Asset to the Buyer be made free and clear of the lien of Meadows Bank, with the Meadows Bank lien to attach to the sale proceeds as a continued perfected security interest thereon. The second condition present in the stipulation contained in the Cash Collateral Order is that the sale proceeds be deposited into a segregated bank account. The Debtor therefore asks that the Meadows Account x1404 be approved to be maintained and not closed by the Debtor, and that the Debtor be authorized to use it as a DIP account. The Debtor asks that any order authorizing it to sell the Property be effective immediately by providing that the 14-day stay of Bankruptcy Rule 6004(h) will not apply. About Bite the Bullet Bite The Bullet LLC -- https://www.bitethebullet.co/ -- is an ammunition supplier based in Las Vegas, Nevada. Bite the Bullet is a licensed, insured, and ATF approved Federal Firearm License(FFL) manufacturer of commercially loaded Ammo. Since 2013, Bite the Bullet has been supplying bulk ammo online offering a variety of high use popular calibers. Bite The Bullet filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-12813) on May 16, 2018. In the petition signed by David Zitiello Jr., managing member, the Debtor disclosed $465,433 in assets and $1.26 million in liabilities. The Hon. Laurel E. Babero presides over the case. Robert Atkinson, Esq., at Atkinson Law Associates Ltd., serves as bankruptcy counsel to the Debtor. BJ'S WHOLESALE: S&P Raises Corp Credit Rating to B, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Massachusetts-based warehouse club operator BJ's Wholesale Club Inc. to 'B' from 'B-'. S&P is also assigning a 'B' corporate credit rating to the parent, BJ's Wholesale Club Holdings Inc. The outlook is stable. S&P said, "At the same time, in line with the higher corporate credit rating on the subsidiary, we raised the issue-level rating on the company's $1.925 billion first-lien term loan due 2024 to 'B' from 'B-'. The '3' recovery rating is unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default scenario. We also withdrew ratings on the second lien term loan debt." The upgrade reflects the meaningful improvement in credit metrics after BJ's repays its $625 million second-lien term loan with net proceeds from its IPO. On June 27, 2018, BJ's launched its IPO and raised $685 million in net proceeds. S&P said, "We forecast adjusted debt to EBITDA in the low 5x area (down from about 7x prior to the IPO) and adjusted funds from operation (FFO) at about 10% by the end of this year based on the second-lien debt repayment and EBITDA growth. We expect the company to further deleverage to around 5x in 2019 on profit growth and modest $19.25 million annual debt amortization." S&P said, "The stable outlook reflects our expectation for continued positive operating trends and that credit metrics will strengthen over the next year, declining to around 5x in 2019 following the repayment of the second-lien term loan from the net IPO proceeds and EBITDA growth. We expect BJ's will continue to grow profits as it benefits from its good position in the discount warehouse segment of the retail industry, retains and gains new customers, and realizes additional cost leverage from its operating initiatives. "We could raise the rating if the company's debt leverage improves and we believe it will be sustained below 5x on good profit trends and further debt repayment, along with our expectation for reduction in private equity sponsor ownership to below 40% over the medium term. We estimate this could occur if EBITDA grows by about 10% from our 2018 EBITDA projection or if the company pays down an additional $200 million in debt, holding current EBITDA levels constant. "Although unlikely over the near term, we could lower the ratings if heightened competitive pressures or operational inefficiencies lead to membership attrition and market share loss, such that declining profitability results in debt leverage above 6.5x. We could also lower the ratings if the company undertakes debt-funded shareholder remuneration that could be influenced by the controlling owners." BON-TON STORES: Hilco Says Bids for IP Assets Due July 11 --------------------------------------------------------- Hilco Streambank is still accepting offers for The Bon-Ton Stores' intellectual property assets, including its customer database, nameplates and private label brands, until July 11, 2018, at Noon Eastern Time. Interested buyers must contact Hilco Streambank to obtain a non-disclosure agreement and information regarding the sale process. As reported by the Troubled Company Reporter, Hilco Streambank is seeking offers to acquire the intellectual property assets of The Bon-Ton, a hometown department store brand which operated approximately 256 department stores across 23 states in the Northeast, Midwest and Upper Great Plains under multiple nameplates and e-commerce sites. The original Offer Deadline was June 28, 2018 at Noon Eastern Time. Assets for sale include: * Customer Database * Trademarks * Domains * Nameplates and Private Label Brands * Social Media Assets Contact Hilco Streambank: David Peress 781-471-1239 dperess@hilcoglobal.com Richelle Kalnit 212-993-7214 rkalnit@hilcoglobal.com Ben Kaplan 646-651-1978 bkaplan@hilcoglobal.com About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 250 stores, which includes nine furniture galleries, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc., and nine affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, Bon-Ton Stores disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as investment banker; AlixPartners LLP as restructuring advisor and AP Services, LLC as financial advisor; and A&G Realty Partners LLC, as real estate advisor; and Prime Clerk LLC, as administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. Counsel for the Official Committee of Unsecured Creditors are Jeffrey N. Pomerantz, Esq., Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP. An investor group comprised of DW Partners, LP, Namdar Realty Group and Washington Prime Group, Inc., primarily as secured mortgage lender; and AM Retail Group, Inc., who submitted a going concern bid for the Debtors' assets, are represented by John Lyons, Esq., at DLA Piper LLP (US). Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L. Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney, Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L. Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq., and Joshua M. Mester, Esq., at Jones Day. Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal Financial LLC, are Mark D. Collins, Esq., and Joseph Charles Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D. Marshall, Esq., and John Ventola, Esq., at Choate Hall & Stewart LLP. Co-Counsel to the Administrative Agent, Bank of America, N.A., are Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C. Joyner, Esq., at Morgan, Lewis & Bockius LLP. Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A., as Indenture Trustee and Collateral Agent for the Debtor's 8.00% Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan, Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP. Andrew R. Vara, Acting U.S. Trustee for Region 3, has appointed Luis Salazar, as the Consumer Privacy Ombudsman in the bankruptcy cases of The Bon-Ton Stores, Inc., and its affiliates. BSB DELRAY: October 8 Chapter 727 Claims Bar Date ------------------------------------------------- The case is, In re: ASSIGNMENT FOR THE BENEFIT OF CREDITORS OF BSB DELRAY, LLC, a Florida limited liability company, Assignor, To: KENNETH A. WELT, an individual, Assignee, IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA, CASE NO. 50-2018-CA-007262-XXXX-MB. On June 8, 2018, a petition was filed commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, made by BSB DELRAY, LLC d/b/a Buddha Garden & SkyBar, Assignor, with its principal place of business at 217 East Atlantic Avenue, Delray Beach, Florida 33444, to KENNETH A. WELT, Assignee, whose address is 8201 Peters Rd., Suite 1000, Plantation, Florida 33324. Pursuant to Florida Statute 727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727 and except in the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate, other than real property, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding you must file the enclosed proof of claim with the Assignee, KENNETH A. WELT, Assignee, whose address is 8201 Peters Rd., Suite 1000, Plantation, Florida 33324, on or before Oct. 8, 2018. Counsel for Assignee: Nathan G. Mancuso, Esq. MANCUSO LAW, P.A. Boca Raton Corporate Centre 7777 Glades Rd., Suite 100 Boca Raton, FL 33434 Tel: 561-245-4705 Fax: 561-226-2575 E-mail: ngm@mancuso-law.com CAROLINA BEER: S&P Withdraws 'B-' Corporate Credit Rating --------------------------------------------------------- S&P Global Ratings withdrew its 'B-' corporate credit rating on U.S.-based Carolina Beer & Beverage Holdings LLC at the company's request. At the same time, S&P withdrew its 'B-' issue-level rating and '4' recovery rating on the company's $130 million senior secured notes. COMSTOCK RESOURCES: Will Hold Its Annual Meeting on Aug. 10 ----------------------------------------------------------- The Board of Directors of Comstock Resources, Inc., has established Aug. 10, 2018 as the date of the Company's 2018 annual meeting of stockholders and July 9, 2018 as the record date for determining stockholders eligible to receive notice of, and entitled to vote at, the 2018 Annual Meeting. Because the date of the 2018 Annual Meeting will be more than 30 days after the anniversary of the Company's 2017 annual meeting of stockholders, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended, the Company has informed stockholders of the following changes. For stockholders who desire to submit a proposal for consideration at the 2018 Annual Meeting and wish to have that proposal included in the Company's proxy statement, the Company has set a new deadline for the receipt of those proposals in accordance with Rule 14a-8 under the Exchange Act. In order to be considered timely, the proposal must be received at the Company's principal executive offices no later than 12:00 noon, local time, on July 6, 2018, which the Company has determined is a reasonable time before the Company begins to print and mail its proxy materials. Such stockholder proposals must also comply with the other requirements of Rule 14a-8 of the Exchange Act. Additionally, for stockholders who wish to present a proposal for director nominations or other business for consideration at the 2018 Annual Meeting, but who do not intend for such proposal to be included in the Company's proxy statement, that proposal must be delivered no later than the close of business on July 12, 2018, pursuant to the Company's bylaws. Any proposal submitted after the above deadlines will not be considered timely and will be excluded from consideration at the 2018 Annual Meeting. All stockholder proposals should be addressed to: Roland O. Burns, Corporate Secretary, Comstock Resources, Inc., 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034. The time and location of the 2018 Annual Meeting will be as set forth in the Company's proxy statement for the 2018 Annual Meeting. About Comstock Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $111.4 million for the year ended Dec. 31, 2017, compared to a net loss of $135.1 million for the year ended Dec. 31, 2016. As of March 31, 2018, Comstock Resources had $910.5 million in total assets, $1.32 billion in total liabilities and a total stockholders' deficit of $409.9 million. CSP ASSET II: Full Payment for Unsecured Creditors Under Plan ------------------------------------------------------------- CSP Asset II, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas a plan of reorganization and disclosure statement dated June 19, 2018. Class 4 under the plan consists of the Secured Claims DoubleLine CRE Finance, LLC. DoubleLine filed a Proof of Claim in the amount of $ 26,914,115.24. Debtor and DoubleLine reached an agreement, approved by the Court on or about Feb. 20, 2018, that provided for the sale of all of Debtor's real and substantially all of its personal property and that, should no qualified bids be received by May 11, 2018, DoubleLine would be permitted to credit bid for these assets for the full amount of its claims, both pre- and post-petition. On May 29, 2018, DoubleLine submitted a credit bid of $ 28,512,355.32. The only sums that can be due Doubleline at this time are any sums that may result from the pro-ration "truing up" that was included in the sale order approved by the Court on May 30, 2018. The Class 4 creditor receive no distribution from Property of the Estate with the following exception: any sums that may be due DoubleLine as part of the "truing up" will be paid as a Class 1 Administrative Expense, should the date for "truing up" not occur prior to the Effective Date of the Plan. Class 5 under the plan consists of all unsecured claims, which will receive payment in full of the amount of their claims within 14 days of the Effective Date or, if disputed, within seven days of the order allowing a claim becoming final. The Plan depends on the Debtor's ability to earn enough money to make the payments to creditors. Because the Plan is based upon distribution of funds that are currently on hand, the Debtor believes that the Plan is highly feasible. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-11513-152.pdf About CSP Asset II LLC Based in Austin, Texas, CSP Asset II LLC, which conducts business as Secured Climate Storage, operates a self-storage facility built to provide storage security for individuals and businesses. This climate and non-climate controlled facility has more than 1,200 units and sizes up to 3,200 square feet. CSP Asset II is also an authorized U.S. postal center and FedEx Ship center. CSP Asset II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-11513) on Dec. 5, 2017. In the petition signed by James R. Carpenter, manager of its sole member, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Tony M. Davis presides over the case. Barron & Newburger, PC, is the Debtor's legal counsel. DEL MONTE: S&P Raises Corp. Credit Rating to 'CCC+', Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Walnut Creek, Calif.–based Del Monte Foods Inc. to 'CCC+' from 'SD'. The outlook is negative. S&P said, "At the same time, we raised our issue-level rating on the company's $710 million first-lien term loan due 2021 to 'CCC+' from 'CCC-'. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "We also affirmed our 'D' issue-level rating on the company's $260 million second-lien term loan due 2021. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "We will review our ratings on the second-lien debt after the company completes its anticipated buyback. "As of April 30, 2018, we estimate that Del Monte had roughly $930 million of debt outstanding. "The upgrade reflects our reassessment of Del Monte's liquidity position and capital structure after the company's parent repurchased approximately half of its existing $260 million second-lien term loan. Del Monte's parent, DMPL, repurchased $129 million of its $260 million second-lien term loan for $0.70 on the dollar, which constituted in our view, a selective default as those lenders who consented to the buyback received less than originally promised." The $129 million that was repurchased by the parent DMPL, is held in a created trust, the beneficiary of which is a newly created entity, DMFHII. This trust merely functions as an entity that facilitates upstream and downstream payments between Del Monte and its parent, ensuring the direct flow of funds. The full $260 million remains an obligation on Del Monte's balance sheet because the company still needs to make interest payments on the debt held in the trust and the remaining portion that it has not repurchased. Overall, the debt nets out on a consolidated group basis at the DMPL level. The only benefit to the borrower, Del Monte, is that it receives its interest expense back from the trust on the portion that has been repurchased." The negative outlook on Del Monte reflects that its operations remain vulnerable. The company continues to face declining demand for its products as consumers choose fresh produce over canned goods. Furthermore, any reduction in Del Monte's leverage will be highly dependent on the successful execution of its long-term strategy to revamp its product portfolio with more on-trend items. The company's capital structure remains highly leveraged and S&P views it as unsustainable over the long-term. S&P said, "We could lower our ratings on Del Monte if we envision a default scenario in the next 12 months including if it is unable to execute on its new initiatives and make progress toward increasing its revenue and EBITDA because refinancing would become a challenge. The company will need to address its capital structure at the end of calendar year 2019 when its ABL becomes due within one year. Any further weakness in Del Monte's operating performance could also lead us to lower our rating, especially if category declines accelerate or if the company makes further missteps in managing its seasonal inventory needs, which could also lead to constrained liquidity and higher leverage. Specifically, further inventory build-up could erode the availability under its ABL facility. "We could revise our outlook on Del Monte to stable or raise our rating if we forecast that the company will reduce its leverage below 9x with positive free operating cash flow (absent the support of the parent). We believe this could occur if the company generates sufficient FOCF by increasing its revenue and EBITDA and improving its working capital absent the support of its parent. We anticipate that Del Monte could accomplish this by successfully reducing its fixed-cost base and developing innovative products that resonate with its consumers. A higher rating would also be dependent on the company achieving a sustainable capital structure with a reduced cost of debt. In order to raise our rating, the group would also need to refrain from buying back debt at a discount." EFS COGEN I: S&P Lowers Ratings to 'BB-' on Weak Market Prices -------------------------------------------------------------- S&P Global Ratings lowered its rating on EFS Cogen Holdings I LLC to 'BB-' from 'BB' based primarily on weak market prices. The recovery rating is '1', indicating S&P's expectation for very high (90%-100%; rounded estimate: 90%) recovery in the event of a default. The outlook is stable. S&P said, "We expect weaker demand to affect merchant generators across the northeastern U.S. by pressuring spark spreads and capacity prices, which is likely to result in the project generating less cash than our previous projections. As a result of low demand and some operational headwinds, capacity factors were significantly below budget through 2017 and the first quarter of 2018, averaging about 60% against the budget of about 75%. The challenging market conditions have also led to a higher heat rate than previously expected over the last several quarters because the plant was forced to cycle more as a response to lower demand. Importantly, we don't expect demand to improve and view market prices as unlikely to increase meaningfully over the next several years. At the same time, we expect the capacity factor to recover to about 80% annually given the plant's advantageous location, which allows it to buy natural gas at lower cost in New Jersey and dispatch energy into NYISO Zone J. We also believe that high barriers to entry in the region will limit the ability of potential competitors to displace the asset in the supply stack. "The stable outlook on EFS Cogen reflects our expectation that market spark spreads and capacity prices in Zone J will remain weak, leading to a minimum DSCR around 1.73x in 2019. We expect the capacity factor to recover to about an 80% annual run rate. "Downside ratings pressure could result from declining market prices or persistent operating difficulties--such as low availability factors or heat rate degradation--that leads to minimum DSCRs under 1.5x and heightened refinancing risk. "We could consider a higher rating or a positive outlook if the NYISO Zone J capacity market improved considerably or spark spreads widened, especially if it resulted in DSCRs that exceeded 1.8x persistently throughout the remaining life of the asset." ELBRICA INC: October 10 Chapter 727 Claims Bar Date Set ------------------------------------------------------- A petition was filed on June 12, 2018, commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, made by ELBRICA, INC. d/b/a PS ART, Assignor, with its principal place of business at 156 Too Long Keen Rd., Monticello, FL 32344, to MARK C. HEALY, Assignee, who has offices at 1883 Marina Mile Blvd., Suite 106, Fort Lauderdale, FL 33315. Pursuant to Section 727.105, Fla. Stat., no proceeding may be commenced against the Assignee except as provided in Chapter 727 and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with Mark C. Healy, Assignee, Michael Moecker & Associates, Inc., 1883 Marina Mile Blvd., Suite 106, Fort Lauderdale, FL 33315, on or before Oct. 10, 2018. The case is, In re: Assignment for the Benefit of Creditors of ELBRICA, INC, a Florida corporation d/b/a PS ART, Assignor, To: MARK C. HEALY, Assignee, IN THE CIRCUIT COURT OF THE 2ND JUDICIAL CIRCUIT IN AND FOR JEFFERSON COUNTY, FLORIDA CASE NO.: 18-000105 CAAXMX. ELIZABETH AVENUE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Elizabeth Avenue Realty, LLC 14-24 Abbott Rd, # 554 Fair Lawn, NJ 07410-9620 Business Description: Elizabeth Avenue Realty, LLC is a privately owned real estate company whose principal assets are located at 815 Elizabeth Ave Elizabeth, NJ 07201-2749. Chapter 11 Petition Date: July 2, 2018 Case No.: 18-23330 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtor's Counsel: Chad Brian Friedman, Esq. RAVIN GREENBERG, LLC 24 Commerce Street Newark, NJ 07102 Tel: 973-226-1500 E-mail: cfriedman@ravingreenberg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Izhar Groner, managing member. The Debtor did not incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb18-23330.pdf FLORA WEIMERSKRICH: Proposes Booker Public Auction of Equipment --------------------------------------------------------------- Flora E. Weimerskrich asks the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the sale of equipment by public auction. The Debtor proposes to sell the Equipment free and clear of any claims, liens, or interests, including, but not limited to, any and all claims, liens, or interests of the Estate of Eugene Weimerskirch and North Cascades National Bank. The Public auction will be conducted by Booker Auction Co. at 11031 SR 17N Coulee City, Washington 99115 on Sept. 27, 2018, or such other reasonable time and place determined by the Auctioneers. The terms of sale are: a. The Equipment will be sold to the highest bidder without further Order of the Court at the Public Auction. b. In the event the Highest Bidder cannot close the sale of Equipment within 14 days, another auction date will be reset by the Court. Any creditor can be a purchaser and bidder at the Public Auction. The gross proceeds of sale will be disbursed as follows: first, to the Auctioneer a 10% commission of the gross proceeds of sale of Equipment, and any other fees and costs as set forth in the Auction Sales Agreement between the Debtor and Auctioneer; second, to North Cascades National Bank, until paid in full; and third, the remaining balance of the sale proceeds will be payable to Flora Weimerskirch Estate Account, and mailed to Southwell &O'Rourke, P.S., 421 W. Riverside Avenue, Suite 960, Spokane, WA 99201. c. All creditors and parties-in-interest, as listed on the Court's Master Mailing List for the above case at the time notice is given, will be given not less than 10 days' notice of the Public Auction, which includes the time for mailing. d. The Court will retain jurisdiction in the matter. e. The sale will be "as is, where is," and without any warranties of any kind. The Chapter 11 case is In re Flora E. Weimerskrich (Bankr. E.D. Wash. Case No. 8-00037-FPC11). SOUTHWELL & O'ROURKE, P.S., led by name partner Kevin O'Rourke, serves as counsel to the Debtor. FLORA WEIMERSKRICH: Selling Mansfield Property for $117K -------------------------------------------------------- Flora E. Weimerskrich asks the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the sale of the real property commonly known as 41 W. 3rd Avenue, Mansfield, Washington, and legally described as Lots 7 and 8, Block 8, Second Addition to the Town of Mansfield, Douglas County, Washington, recorded in Volume B of Plats, Page 3, records of said county, Except the Westerly 3 feet of Lot 8, Tax Parcel Number: 096 008 007 00, to Steven D. and Kim N. Weimerskirch for $117,000, plus the Buyers paying the excise tax, title report, any and all closing costs, including, the sales tax on the title policy, escrow, sales tax on escrow, fees, recording fees, related costs, etc. The sale is subject to: (i) all encumbrances, rights, restrictions, reservations, covenants and easements, apparent or of record; (ii) matters relating to water and water rights and rights of way for necessary facilities for distribution of water and right of entry for repair and maintenance; and (iii) all exceptions and reservations listed in the Commitment for Title Insurance No. PD98851 issued by Pioneer Title Co. The sale will be free and clear of any and all claims, liens, or interests, including, but not limited to, the Douglas County Treasurer, State of Washington, the Estate of Eugene R. Weimerskirch, Mortgage Electronic Registration System Inc., and Umpqua Bank. The purchase price is payable in cash at closing, pursuant to the terms of the Residential Real Estate Purchase and Sale Agreement Specific Terms. The Debtor further asks the Court for an Order authorizing the disbursement of the proceeds of sale, in part, at closing as follows: 1. The reasonable cost and expense at closing not otherwise paid by the Buyers as part of the Purchase and Sale Agreement, if any; 2. Any delinquent and prorated real estate taxes and assessments due the Douglas County Treasurer, State of Washington, until paid in full; 3. The secured claim of Umpqua Bank, until paid in full; and 4. The remaining balance of the sale proceeds to be payable to the Flora Weimerskirch Estate Account, and mailed to Southwell & O'Rourke, P.S., 421 W. Riverside Avenue, Spokane, WA 99201. The case is In re Flora E. Weimerskrich (Bankr. E.D. Wash. Case No. 8-00037-FPC11). SOUTHWELL & O'ROURKE, P.S., led by name partner Kevin O'Rourke, serves as counsel to the Debtor. FM 544 PARK: JMJ Wants Court to Reject Joint Disclosure Statement ----------------------------------------------------------------- JMJ Development, LLC, objects to the approval of the joint disclosure statement filed by Chapter 11 Trustee Kevin D. McCullough and Debtors FM 544 Park Vista LTD. and Pavist LLC. JMJ asserts that the Court should reject the Disclosure Statement in order to spare the Debtors' estates the cost and delay of pursuing the Plan to its inevitable rejection. The Plan is unconfirmable because it fails to comply with all the applicable provisions of Chapter 11. Moreover, the Court should also refuse to approve the Disclosure Statement because it fails to provide adequate information. If the Disclosure Statement includes any material error or omission, the Court must reject it. JMJ complains the Disclosure Statement fails to meet this threshold on a number of counts: * The Disclosure Statement is ambiguous concerning the extent of the Plan injunction. * The Disclosure Statement sheds no light on who will succeed to the Trustee’s rights in the Adversary or the Appeals post-confirmation. It is entirely silent on this material matter. The Plan, on the other hand, has a provision governing the transfer of those rights (at Section 3.05), which is unintelligible. * Footnote 7 of the Disclosure Statement materially misstates the effect of the order subject to the Sanction Appeal. * The Disclosure Statement's listing of the Operating Debtor's liabilities (in Section VIII.A.2.) is materially deficient. It fails to disclose the counterclaim in the Adversary for attorneys' fees, which should be included as an administrative expense, but is not. It fails to disclose JMJ's pre-petition claim, the disallowance of which is subject to appeal -- even the liquidated $200,000.00 portion of that claim is not disclosed. These errors are material. The Court should reject the Disclosure Statement in its entirety on their basis. To the extent it does not, the Court should require the Trustee to amend the Disclosure Statement to address them before allowing the charade of confirmation to go forward. A full-text copy of JMJ's Objection is available at: http://bankrupt.com/misc/txnb17-34255-11-244.pdf Attorney for JMJ Development, LLC: Daniel I. Morenoff, Esq. The Morenoff Firm, PLLC P.O. Box 12347 Dallas, Texas 75225 Tel: (214) 504-1835 Fax: (214) 504-2633 Email: dan.morenoff@morenoff-firm.com The Troubled Company Reporter previously reported that the Joint Plans of Reorganization/Liquidation was filed by the Debtors providing for the option to reorganize their financial affairs or to liquidate same and to have the respective Debtors dissolved under otherwise applicable state law. A copy of the Joint Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-14141-203.pdf About FM 544 Park Vista FM 544 Park Vista Ltd. was formed on April 29, 2014, to acquire and prepare for development a 31.5 acre tract located in Plano, Collin County, Texas as a 318-unit senior housing apartment complex. The general partner of FM 544 is Pavist, a limited liability company, while the sole limited partner is Shaw Family Trust No. 3. FM 544 Park Vista Ltd., based in Addison, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34255) on Nov. 7, 2017. Pavist, LLC, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34274-11) on Nov. 9. Richard Shaw, their manager, signed the petitions. The bankruptcy cases are being jointly administered for procedural purposes only under the case of FM 544 Park Vista. Judge Stacey G. Jernigan presides over the cases. FM 544 estimated $1 million to $10 million in both assets and liabilities. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP, is the Debtors' bankruptcy counsel. Kevin D. McCullough was appointed Chapter 11 trustee for the Debtors. The Trustee retained his own firm, Rochelle McCullough, LLP, as counsel. He tapped Barg & Henson, P.C., as his accountant. GENESEE & WYOMING: S&P Alters Outlook to Stable & Affirms 'BB' CCR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Genesee & Wyoming Inc. to stable from negative and affirmed its 'BB' corporate credit rating on the company. S&P said, "At the same time, we affirmed our 'BBB-' rating on the company's senior secured credit facility. The '1' recovery rating on this debt is unchanged; however, we are revising our recovery percentage to 95% from 90% due to a higher enterprise value, indicating our expectation that lenders would receive very high recovery (90%-100%) in a payment default scenario." Genesee & Wyoming's operating performance began to improve in late 2017, with the operating margin increasing to 19.2% at March 31, 2018, from 16.6% at the end of 2016. Most of the improvement is due to the integration of the acquisitions of GRail in Australia and Pentalver, which operates container terminals at port locations in the U.K. This has led to better credit metrics. The company's North American operations represent approximately 85% of operating income. In the U.S., the company is well diversified in terms of products it transports, while in the U.K., it focuses on intermodal, and in Australia, coal and coke. S&P said, "The stable outlook reflects our expectation of a modest improvement in the company's credit metrics through 2019 as its operations show stable performance. Absent any large acquisitions, we expect that the company will maintain FFO to debt in the low-20% area and debt to EBITDA under 4.0x. "Although unlikely over the next year, we could lower our ratings on Genesee & Wyoming if it undertakes a significant debt-financed acquisition or its earnings deteriorate such that its FFO to debt falls below 13% and its debt to EBITDA metric rises above 4.5x on a sustained basis. "Although unlikely over the next year, we could raise the ratings if the company is able to improve its earnings or reduce its debt such that its FFO to debt improves to 27% and its debt to EBITDA declines comfortably below 3.5x and we believe it will remain there on a sustained basis." HOUSE MOSAIC: Azulon Buying All Real Estate Holdings for $1.44M --------------------------------------------------------------- House Mosaic Holdings, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of all of its real estate holdings to Azulon Development Group for $1,438,000. Objections, if any, must be filed within 21 days from the service of the Motion. The Debtor believes that the sale is in the best interest of the Debtor and its creditors at large. The sale is to be free and clear of all liens with all such liens to be in priority order against the net proceeds. The Debtor asks that the 14-day stay pursuant to Bankruptcy Rule 6004(h) not apply, and the relief sought granted be effective immediately upon entry of the order approving the sale. A copy of the Unimproved Property Contract attached to the Motion is available for free at: http://bankrupt.com/misc/House_Mosaic_44_Sales.pdf About House Mosaic Holdings Headquartered in Houston, Texas, House Mosaic Holdings, LLC, is a real estate company doing business as Urban Mosaic Homes. It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-30473) on Feb. 5, 2018. In the petition signed by Amelia Jarmon, managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Jeff Bohm presides over the case. The Law Office of Margaret M. McClure, led by name partner Margaret Maxwell McClure, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. INTERMEDIA HOLDINGS: S&P Rates New $285MM First Lien Loans 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Mountain View, Calif.-based Intermedia Holdings Inc.'s new $285 million senior secured first-lien credit facility, which comprises a $260 million first-lien term loan and a $25 million revolver (undrawn at close). The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. All of S&P's other ratings on the company remain unchanged. S&P expects Intermedia to use the proceeds from this offering, along with cash on hand, to retire its existing $285 million credit facility, which comprises a $190 million first-lien term loan, a $25 million revolver, and a $70 million second-lien term loan. The transaction will not materially affect the company's leverage. Intermedia is a cloud-based provider of unified communications (UC) and other essential information technology (IT) applications. The company principally works with small and midsize businesses (SMBs) primarily in the U.S. The stable outlook on Intermedia reflects our expectation that the company will continue to add subscribers and achieve revenue growth through increased partner sales and product innovation such that its leverage moderates to the mid-5x area over the next 12 months while it sustains a free cash flow-to-debt ratio in the mid-single digit percent area. RATINGS LIST Intermedia Holdings Inc. Corporate Credit Rating B/Stable/-- New Rating Intermedia Holdings Inc. Senior Secured $260M First-Lien Term Loan due 2023 B Recovery Rating 3(60%) $25M Revolver due 2025 B Recovery Rating 3(60%) ISAGENIX WORLDWIDE: S&P Assigns 'B+' CCR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to Gilbert, Ariz.-based Isagenix Worldwide Inc. The outlook is stable. S&P said, "We also assigned our 'BB-' issue level rating and '2' recovery rating to the $415 million senior secured bank credit facility, which consists of a $40 million revolving credit facility expiring in 2023 and $375 million term loan facility due 2025. The '2' recovery rating indicates that lenders could expect substantial (70% to 90%; rounded estimate: 80%) recovery in the event of a payment default. Pro forma debt outstanding is about $375 million. "Our ratings on Isagenix incorporate the risks associated with operating a multi-level direct sales business model. This includes potential unfavorable legal, regulatory, and reputational developments, the need to maintain and adequately compensate the sales associate base, and high customer turnover. The company also participates in the highly competitive weight loss industry. We have factored into our ratings the company's relatively good history of managing the above risks, particularly compared to its larger and more profitable rival, Herbalife Ltd. In our opinion, Isagenix's practice of shipping products directly to end consumers (instead of shipping to sales associates) and its flatter sales associate compensation structure relative to Herbalife reduces--but does not eliminate--some of these risks. "The stable outlook reflects our expectation that Isagenix will continue to report satisfactory profitability due to continued high obesity rates and sales associate stability, resulting in around $80 million to $85 million of annual free cash flow, which will be used for term loan debt repayment. This should result in adjusted leverage approaching 2.5x within 12 to 18 months of ESOP transaction close. "We could lower the ratings if we forecast adjusted leverage will exceed 4x, possibly due to an unfavorable change in the company's financial policy. In addition, a lower rating could result if there are meaningfully negative developments with respect to litigation, regulation, or reputational setbacks. We could also lower the rating if there is escalating competition in the weight loss and nutrition space, potentially leading to a sizable decline in the member base (including sales associates) and a significant drop in free cash flow, or if input or freight costs increase significantly. "Although highly unlikely over the next 12 months, we could raise the rating if we expected adjusted leverage will improve and remain close to 2x. We could also raise the rating if the company is able to diversify its product offering, expand its geographic footprint, and grow its member base, while remaining free of material legal, regulatory, and reputational problems." JN MEDICAL: Auro Vaccines Supplements Plan with Sale Agreement -------------------------------------------------------------- Auro Vaccines, LLC, a secured creditor of JN Medical Corporation, submits a plan supplement in support of its chapter 11 liquidating plan for the Debtor dated April 19, 2018. The plan supplement contains documents, which have not yet been approved by the Bankruptcy Court and are subject to the same objection deadline of June 29, 2018 as the Plan. If any objections are filed, they will be heard by the Court on Monday, July 9, 2018 at 9:00 a.m. Central Time in the Roman L. Hruska Courthouse, 111 South 18th Plaza, Bankruptcy Courtroom, 2nd Floor, Omaha, Nebraska. The documents in the supplement are the JN Medical Corporation Liquidating Trust Agreement and Declaration of Trust, the Sale Procedures, and the Asset Sale and Purchase Agreement (Stalking-Horse Bid) of Auro Vaccines, LLC. A copy of the Plan Supplement is available at: http://bankrupt.com/misc/neb17-80174-358.pdf A copy of the Liquidating Trust Agreement is available at: http://bankrupt.com/misc/LiquidatingTrust Agreement.pdf A copy of the Sales Procedures is available at: http://bankrupt.com/misc/SalesProcedures.pdf A copy of the Purchase Agreement is available at: http://bankrupt.com/misc/PurchaseAgreement.pdf About JN Medical Corporation JN Medical Corporation, a company based in Omaha, Nebraska, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 17-80174) on Feb. 15, 2017. The petition was signed by Kevin Aramalla, president. The case is assigned to Judge Thomas L. Saladino. Stinson Leonard Street LLP is the Debtor's legal counsel. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. MCCLATCHY CO: Files Copy of Amended Framework Agreement ------------------------------------------------------- The McClatchy Company entered into an amended and restated term loan framework agreement with Chatham Asset Management, LLC, on June 26, 2018, amending and restating the Term Loan Framework Agreement, dated as of April 26, 2018, which was previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on April 27, 2018. Pursuant to the terms of the Amended Framework Agreement, the Company will borrow under the Junior Lien Term Loan Credit Agreement among the Company and Chatham and Chatham's affiliated entities as lenders to be entered into on or prior to the closing of newly issued senior secured notes, the following: (a) a $157.1 million term loan consisting of (1) amounts incurred to repurchase for cash or exchange approximately $82.1 million in outstanding debentures due in 2027 held by the Junior Lien Term Loan Lenders and (2) $60.0 million in cash borrowings to be provided to the Company by the Junior Lien Term Loan Lenders that is repayable at maturity in the amount of approximately $75 million. The Junior Lien Tranche A Term Loan will bear interest at the rate of 7.795% per year, payable semi-annually in arrears, and will mature on July 15, 2030; and (b) a $193.5 million term loan consisting of amounts incurred to repurchase for cash or exchange approximately $193.5 million aggregate principal amount of the outstanding debentures due in 2029 held by the Junior Lien Term Loan Lenders. The Junior Lien Tranche B Term Loan will bear interest at the rate of 6.875% per year, payable semi- annually in arrears, and will mature on July 15, 2031. The Junior Lien Term Loan Facility will be unconditionally guaranteed, jointly and severally, by certain of the Company's domestic Subsidiaries. The collateral for the Junior Lien Term Loan Facility will be the same as the collateral for the New First Lien Debt. The liens on the collateral securing the Junior Lien Term Loan will be subordinated to liens securing the New First Lien Debt and under a new proposed asset based revolving credit facility to be entered into by the Company. The liens on the collateral securing the Junior Lien Tranche B Term Loan will be subordinated to the liens securing the New First Lien Debt, the ABL Facility and the Junior Lien Tranche A Term Loan. The Junior Lien Term Loan Facility will contain affirmative covenants and negative covenants related to limitations on liens and limitations on sale and leaseback transactions, in each case, that are consistent with those set forth in the documentation governing the New First Lien Debt. The Junior Lien Term Loan Lenders will also have the right to exchange an additional $75 million of their 2029 Debentures into junior lien notes (or term loans) so long as those notes or loans have substantially identical terms to the Junior Lien Term Loan except as it relates to interest rate and maturity and satisfy certain other conditions related to subordination. In no event will the term of such notes or loans be shorter than July 15, 2031. The rate of interest will be the same as the 2029 Debentures. A full-text copy of the Amended Framework Agreement is available for free at https://is.gd/QFspc5 About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy incurred a net loss of $332.4 million for the year ended Dec. 31, 2017, following a net loss of $34.19 for the year ended Dec. 25, 2016. As of April 1, 2018, McClatchy had $1.38 billion in total assets, $1.62 billion in total liabilities and a stockholders' deficit of $239.95 million. * * * In March 2018, S&P Global Ratings lowered its corporate credit rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MOUNTAIN CRANE: Aguilar Buying 2012 Dodge Ram 3500 for $13K ----------------------------------------------------------- Mountain Crane Service, LLC asks the U.S. Bankruptcy Court for the District of Utah to authorize the sale of 2012 Dodge Ram 3500, VIN C63D3CL2CG267785, to Luis Aguilar for $13,000, subject to higher and better offers. The Debtor is the legal and equitable owner of the Truck. The Truck is subject to a lien and security interest held by Santander Consumer USA, Inc., doing business as Chrysler Capital. Santander filed its Proof of Claim No. 10 in the Case, wherein it asserts a claim secured by a lien on the Truck in the amount of $14,585. The Claim also includes a copy of the Original Title for the Truck, on which Santander's lien is shown. The Truck is not necessary or critical to the Debtor's business. More specifically, the Debtor believes that the Truck is in need of substantial maintenance and some repairs, particularly given its age, mileage, and heavy use in its business. The Debtor valued the Truck at approximately $16,500 on its statements and schedules filed in the Case. Additionally, the Debtor is proposing to sell the Truck to one of its employees, the Buyer. The Debtor anticipates that the Buyer will continue to use the Truck, at least in part, for the benefit of the Debtor's business. Finally, by selling the Truck, the Debtor will avoid the need and additional cost of paying Santander's Claim as a secured claim in its Plan, insuring the Truck, and paying for ongoing maintenance and repair of the Truck. Subject to the Court's approval, the Debtor has entered into an agreement for the sale of the Truck pursuant to the terms of the Letter Agreement. The Truck will be sold to the Buyer for $13,000, subject to higher and better offers. The Truck is being sold without warranty or representation by the Debtor of any type, on an "as-is, where-is" basis. The Truck will be sold free and clear of all liens, claims, interests, and encumbrances. Any valid liens, claims, interests, and encumbrances will attach to the proceeds of the sale in the same priority as they currently exist against the Truck. Upon closing the sale, the Debtor will disburse the Sale Proceeds to Santander in full satisfaction of Santander's secured claim. Because the Buyer is an employee of the Debtor, the Debtor does not anticipate any costs of sale (other than those being assumed by the Buyer). However, in the event that any costs of sale are incurred, the Debtor reserves the right to pay the expenses of sale from the Sale Proceeds. Title to and ownership of the Truck will be transferred from the Debtor to the Buyer at the time of the closing of the sale, and the Debtor will be authorized to issue to the Buyer all necessary documents evidencing such transfer of title and ownership. Upon Santander's receipt of the Sale Proceeds, Santander will take all steps necessary to transfer Title of the Truck to the Buyer, free and clear of Santander's lien. The Buyer has indicated his immediate need for the Truck, and desires to close the sale of the Truck as soon as possible. The Debtor fears that the Buyer may ask to purchase a vehicle elsewhere if the sale of the Truck is not closed immediately. Based on the sale of the Truck, Santander's Claim should be modified as an unsecured claim in the amount of $1,585 upon Santander's receipt of the Sales Proceeds, without prejudice to the Debtor's right to object to Santander's Claim on any other basis allowed under the Bankruptcy Code or applicable law. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Mountain_Crane_347_Sales.pdf About Mountain Crane Service Mountain Crane Service, LLC -- https://www.mountaincrane.com/ -- specializes in refinery turnarounds and has a fleet comprised of over 100 cranes, and hundreds of other pieces of equipment dedicated to refineries in Utah, Montana, and Wyoming. It is located in Salt Lake City, Utah, with satellite offices and wind maintenance service locations in Montana, Nevada, Washington, Idaho, Wyoming, Iowa, Texas and Michigan. Mountain Crane Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12, 2018. In the petition signed by Paul Belcher, managing member, the Debtor estimated assets and liabilities of $50 million to $100 million. Judge Joel T. Marker presides over the case. The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel; and Rocky Mountain Advisory, LLC, as its accountant and financial advisor. It also hired Richards Brandt Miller Nelson PC, Brian C. Webber PLLC, and GC Associates Law as special counsel. The Debtor also hired Paul P. Burghardt and the law firm of GC Associates Law as special bankruptcy counsel; Dan Anderson and Sterling Appraisals & Machinery, Ltd as appraisers and valuation consultants; and Calaway Capital Resources, Inc. as the Debtor's consultant regarding (i) interest rates and terms for loans on cranes and other heavy equipment; (ii) collateral lifespans for such loans; and (iii) interest rates and repayment terms for "line of credit" loans in the construction industry. The U.S. Trustee for Region 19 appointed an official committee of unsecured creditors on Jan. 25, 2017. The Committee retained Archer & Greiner, P.C., as its legal counsel. On Feb. 14, 2018, the Debtor filed its initial proposed Plan of Reorganization. MURRAY ENERGY: S&P Raises Corp. Credit Rating to B-, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on St. Clairsville, Ohio–based Murray Energy Corp. to 'B-' from 'CCC+'. S&P removed all ratings on Murray from CreditWatch where it placed them with positive implications on June 18, 2018. The outlook is stable. S&P said, "We also raised our issue-level rating on Murray's $1.74 billion term loans, consisting of $1.58 billion B-2 and $159 million B-3 first-lien term loans due 2022, to 'B-' from 'CCC+'. The '3' recovery rating, indicates our expectation for meaningful (50%-70%; rounded estimate: 50% [revised from 55%]) recovery in the event of default. Additionally, we raised our issue-level rating on the company's $495.4 million outstanding 1.5-lien senior notes due 2024 to 'CCC' from 'CCC-'. The '6' recovery rating, which is unchanged, indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default. "We also raised the rating on the remaining $52 million term loans B2 and B3 and $326 million outstanding senior secured notes that did not participate in the exchange transaction completed on June 15 to 'CCC' from 'CCC-'. The '6' recovery rating on this debt is unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default." The upgrade follows Murray's refinancing of its revolving credit facility completed on June 28, 2018. The amended $135 million ABL (unrated) and the new $90 million first-in last-out term loan (unrated) will mature in February 2021 replacing the $225 million ABL due December 2018 (unrated). S&P said, "We expect the new ABL facility will have approximately $92 million of availability at close, limited by $37.7 million of letters of credit and $129 million borrowing base. The company has additional $90 million of letters of credit collateralized by the FILO term loan at close of the transaction. While the revolver extension, in our view, indicates company's ability to refinance parts of its capital structure, approaching maturities remain a risk factor. We think the company's capacity to refinance or repay in full its next sizable maturity of $326 million senior notes due in 2021 will depend on its ability to build significant cash balances and exercise prudent risk management, including executing its operating plan in the next 12 months." The stable outlook reflects S&P Global Ratings' view that Murray Energy Corp. will sell about 54 million tons of thermal coal including about 10 million tons into the export market in 2018. The company continues to operate in a depressed domestic demand environment marked with sluggish price and volume growth year over year. S&P said, "Notwithstanding, we believe the company will partially offset the domestic weakness by doubling its export volumes in 2018. Over the next 12 months, we expect adjusted debt to EBITDA to remain below 7x and for free operating cash flow (FOCF) to be in the $200 million to $215 million range despite slightly declining sales volumes domestically." S&P said, "We could lower the rating if we believe Murray is dependent upon favorable business, financial, and economic conditions to meet its financial commitments. We could also lower the rating if we believe the company's financial commitments are unsustainable in the long term. This could occur if the company's earnings and liquidity deteriorate because of a decline in demand or the loss of a major contract that the company cannot replace. This scenario could cause adjusted EBITDA decline about 40% versus our expectations, and we would therefore expect covenant headroom to tighten below 10% and an interest coverage ratio approaching 1x. "We could also lower rating if we believe the company's ability to refinance its next major maturity, the $326 million outstanding senior notes due 2021, is in jeopardy. "Although less likely, we could raise the rating if the Murray's adjusted EBITDA exceeds $880 million. This could happen there is material improvement thermal coal demand that allows the company to renegotiate its contracts at materially higher prices. Under this scenario, we would expect the company to lower adjusted leverage below 6x." NAVILLUS TILE: Committee Seeks Examiner to Oversee Equity Auction ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in Navillus Tile Inc.'s case filed a motion asking the Bankruptcy Court to direct the appointment of an independent examiner with expanded powers to oversee the proposed bid solicitation and auction process for the new equity of reorganized Navillus Tile, only to the extent the Court determines that the Sale Process should go forward at this time. The Debtor has sought Court approval of procedures for soliciting competitive bids and potentially conducting an auction for the sale of the New Equity. The Debtor's sole director, president, chief executive officer, and beneficial holder of 100% of its voting equity, Donal O'Sullivan, will serve as the stalking horse for the sale of the New Equity. The Debtor's financial advisors, Teneo Capital, LLC, and its Chief Restructuring Officer, Chris Wu, will advise the Debtor and provide consulting services in connection with the Sale Process and will be responsible for conducting the Sale Process. The Committee has objected to the Bid Procedures, complaining that moving forward with the Sale Process at this time is a complete waste of estate resources and is contrary to judicial economy as the Debtor's Plan is unconfirmable on its face. The Plan is fundamentally flawed for a host of reasons, including that it requires the assumption of the Debtor's collective bargaining agreements without curing the Debtor's monetary breaches of the CBAs, the Committee said. All efforts or resources expended to effectuate the Debtor's proposed plan will simply burden the estate with unnecessary expenses, and distract the estate professionals from developing a workable plan of reorganization. If the Court is nonetheless inclined to permit the Sale Process to go forward at this time, the Committee asserts that the proposed Sale Process utterly fails to provide an appropriate means for producing a fair valuation of the New Equity. "The Sale Process here is nothing more than 'window dressing,'" the Committee told the Court. As evidence of this sham process, the Court need look no further than O'Sullivan's initial stalking horse bid which is laughably below any reasonable estimation of the value of the reorganized Debtor. O'Sullivan's $500,000 stalking horse bid for the New Equity underscores the notion that the Debtor is conducting an auction for appearances only and that O'Sullivan knows the Sale Process will not garner any real interest in, or competition for, the New Equity. In essence, O'Sullivan is attempting to buy back his ownership of reorganized Navillus for a pittance under the guise that an "auction" was conducted which adequately determined the market value of the New Equity. Ironically, the Committee noted, it is the Debtor's creditors who will be the only constituency to suffer as a result of a marketing process that is required by law for their very protection. Among the many glaring inadequacies present in the Bid Procedures Motion, the Committee is particularly troubled by the lack of independence and neutrality of the Sale Process. As proposed, Teneo will oversee and manage the Sale Process while, at the same time, advise the Debtor in connection with the Sale Process. Here, the Debtor is a closely held corporation. Given the nature and operation of its business, for all intents and purposes, the Debtor is indistinguishable from O'Sullivan. Teneo has been reporting directly to O'Sullivan since the Petition Date. One does not have to go to great lengths to point out the obvious conflicts of interest that will arise for Teneo, which may prohibit Teneo from successfully implementing a truly fair and open Sale Process, the Committee argued. Rather than place Teneo in a position of conflict and taint the Sale Process (through an actual, or even perceived, lack of independence), the Committee thus asked that if it is inclined to approve the Sale Process the Court appoint an independent examiner to oversee and implement the Sale Process. About Navillus Tile Navillus Tile Inc., is one of the largest subcontractors and general contractors in New York, specializing as a high-end concrete and masonry subcontractor on large private and public construction projects in the New York metropolitan area. Navillus works closely with many of New York's most prominent architects, builders, owners, government agencies and institutions and is pre-qualified by numerous commercial and government agencies. Navillus operates its business from a midtown Manhattan headquarters which it has leased since 2015. Donald O'Sullivan, which founded the business with his brothers, is the sole director, president and chief executive officer of Navillus. Navillus Tile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 17-13162) on Nov. 8, 2017, estimating $100 million to $500 million in assets and debt. Judge Sean H. Lane is the case judge. Cullen and Dykman LLP is the Debtor's legal counsel. Otterbourg P.C., serves as special litigation and conflicts counsel. Garden City Group, LLC, is the claims agent and administrative advisor. On Nov. 28, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. Hahn & Hessen LLP is the committee's bankruptcy counsel. By stipulation and order entered May 25, 2018, the Court approved the appointment of a fee examiner in the Debtors' case. The U.S. Trustee appointed Diana G. Adams, Esq., as fee examiner. NEW DESIGNS CHARTER SCHOOL, CA: S&P Alters Outlook to Negative -------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable on the California School Finance Authority's series 2012 and series 2014 fixed-rate charter school revenue bonds, issued for New Designs Charter School (NDCS). At the same time, S&P Global Ratings affirmed its 'BB+' rating on NDCS's existing debt. "The outlook revision to negative reflects the uncertainty surrounding the delayed approval of NDCS' Adams campus facility by its authorizer," said S&P Global Ratings credit analyst Brian Marshall. S&P said, "We understand NDCS currently leases the facility and took out a loan against its receivables to replenish the school's cash used to renovate the campus. "We assessed NDCS's enterprise profile as adequate, characterized by steady enrollment growth in recent years and improving academic scores. This assessment is tempered, in part, by the authorizer's delayed approval of the opening of the Adams campus in 2017, which was expected to occur roughly 12 months ago. We assessed the school's financial profile as vulnerable, based on its high leverage, coupled with plans to issue additional debt within the next six months pending authorizer approval and moderate liquidity after incorporating the state receivable loan, offset by the school's history of positive operations. We also view the growth risk of the Adams campus following management's anticipated approval as a constraining credit factor." "In our opinion, the 'BB+' rating on NDCS's bonds better reflects the school's healthy demand profile when compared with that of peers and medians, and is aided by the fact that NDCS delivers a college preparatory-focused curriculum and has carved out a niche in the market it serves. The current rating level is contingent on the school maintaining positive enrollment trends and effectively managing the expansion of instructional facilities while maintaining maximum annual debt service (MADS) coverage and liquidity levels commensurate with the rating level." The existing series 2012 and 2014 bonds are secured by revenues of NDCS as defined in the governing bond documents consisting primarily of per-pupil funding from the state. NDCS operates two schools (the University Park campus and the Watts campus) in downtown Los Angeles. Although each school maintains its own charter through the Los Angeles Unified School District, the two campuses share the same teaching philosophy and management-governance team. NDCS provides career-based, college preparatory instruction with the goal of graduating all students such that they are qualified for admission into the University of California system. "The negative outlook reflects the uncertainty surrounding the delayed approval of NDCS' Adams campus facility by its authorizer, which, in our opinion, could place financial pressure on the school," added Mr. Marshall. We expect NDCS to continue to generate positive full-accrual results supporting MADS coverage and liquidity satisfactory for the current rating level. S&P also anticipates enrollment to remain steady and academics to remain good compared to that of peers. NXT CAPITAL: S&P Puts 'BB-' Issuer Credit Rating on Watch Positive ------------------------------------------------------------------ S&P Global Ratings said it placed its 'BB-' issuer credit rating on NXT Capital Inc. on CreditWatch with positive implications. At the same time, S&P also placed the 'BB-' issue ratings on the company's senior secured term loan B on CreditWatch with positive implications. S&P said, "The CreditWatch positive reflects our expectation of incremental group support from ORIX Corp. (A-/Stable/--), as well as our expectation that NXT Capital Inc. will continue to operate with the same business framework. Under the definitive agreement, ORIX Corp. USA, the U.S. and Latin America business hub for ORIX Corp., will acquire NXT Capital Inc. and its operating subsidiary, NXT Capital LLC. We expect the transaction to close in August 2018, subject to customary closing conditions and regulatory approvals. "We expect to resolve the CreditWatch when the transaction closes, which will likely be in August 2018, subject to customary closing conditions and regulatory approvals. "If the transaction fails to close, we likely would affirm our ratings on NXT and assign a stable outlook." ORBITE TECHNOLOGIES: Court Upholds Ruling in Indemnification Case ----------------------------------------------------------------- Orbite Technologies Inc. on June 29, 2018, provided an update on its continuing efforts to emerge from insolvency protection. Appeal of the decision on the motion against its insurer for indemnification On Nov. 16, 2017, the Company announced it had filed a motion against its insurer Royal Sun Alliance for the payment of approximately $23.3 million to recover the costs associated with repairing the heating element system of the calcination equipment and the fixed costs incurred during the downtime experienced. The court has rendered a decision on Feb. 23, 2018 which denied the motion filed by Orbite. As announced on March 6, 2018, Orbite appealed the decision. The Court of Appeal rendered its decision on June 28 and confirmed the decision of the Superior Court. Consequently according to the decision, the insurance company does not have to indemnify Orbite pursuant to its insurance claim. About Orbite Orbite Technologies Inc. (nex:ORT.H) is a Canadian cleantech company whose innovative and proprietary processes are expected to produce alumina and other high-value products, such as rare earth and rare metal oxides, at one of the lowest costs in the industry, and in a sustainable fashion, using feedstocks that include aluminous clay, kaolin, nepheline, bauxite, red mud, fly ash as well as serpentine residues from chrysotile processing sites. Orbite is currently in the process of finalizing its first commercial high-purity alumina (HPA) production plant in Cap-Chat, Quebec and has completed the basic engineering for a proposed smelter-grade alumina (SGA) production plant, which would use clay mined from its Grande-Vallee deposit. The Company's portfolio contains 15 intellectual property families, including 45 patents and 48 pending patent applications in 11 different countries and regions. The first intellectual property family is patented in Canada, USA, Australia, Japan and Russia. The Company also operates a state of the art technology development center in Laval, Quebec, where its technologies are developed and validated. Orbite Technologies in April 2017 filed a petition for continuance of the Bankruptcy and Insolvency Act proceedings under the Companies' Creditors Arrangement Act. The Superior Court of Quebec granted the petition and issued an initial order pursuant to the CCAA on April 28, 2017. PricewaterhouseCoopers Inc. has been appointed as Monitor. ORION HEALTHCORP: Closes $12.6 Million Asset Sale to MTBC --------------------------------------------------------- Medical Transcription Billing Corp. and Orion Healthcorp., Inc., on July 2, 2018, updated the parties' asset purchase agreement to reflect the final purchase price and consummated the transactions contemplated by their asset purchase agreement, with an agreed upon closing effective date of July 1, 2018. MTBC on May 7, 2018, entered into an asset purchase agreement to acquire the revenue cycle, practice management, and group purchasing organization assets of Orion and 13 of its affiliates. The acquisition was subject to approval by the United States Bankruptcy Court for the Eastern District of New York. On June 25, 2018, MTBC was declared the successful bidder for the Orion assets for a purchase price of $12.6 million. A copy of the Asset Purchase Agreement among Medical Transcription Billing, Corp. as Purchaser, and Orion Healthcorp, Inc., Medical Billing Services, Inc., Rand Medical Billing, Inc., RMI Physician Services Corporation, Western Skies Practice Management, Inc., Physicians Practice Plus Holdings, LLC, Physicians Practice Plus LLC, NEMS Acquisition LLC, Northeast Medical Solutions, LLC, NEMS West Virginia, LLC, Integrated Physician Solutions, Inc., Vega Medical Professionals, LLC, Allegiance Consulting Associates, LLC, Allegiance Billing & Consulting, LLC, Debtors-in-Possession, as Sellers, Dated as of June 25, 2018, is available at https://is.gd/SXZ66n Orion Healthcorp was assisted in the sale transaction by: Timothy J. Dragelin FTI Consulting Group 214 N. Tryon Street, Suite 1900 Charlotte, NC 28202 Facsimile: (704) 972-4121 Email: tim.dragelin@fticonsulting.com - and - Thomas Califano, Esq. Alec Fraser, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020 MTBC is represented by: Keith Miles Aurzada, Esq. BRYAN CAVE LEIGHTON PAISNER LLP 2200 Ross Avenue, Suite 3300 Dallas, TX 75201 E-mail: Keith.aurzada@bclplaw.com About MTBC MTBC -- http://www.mtbc.com-- is a healthcare information technology company that provides a fully integrated suite of proprietary web-based solutions, together with related business services including revenue cycle and practice management, to healthcare providers. Its integrated Software-as-a-Service (or SaaS) platform helps its customers increase revenues, streamline workflows and make better business and clinical decisions, while reducing administrative burdens and operating costs. MTBC's common stock trades on the NASDAQ Capital Market under the ticker symbol "MTBC," and its Series A Preferred Stock trades on the NASDAQ Capital Market under the ticker symbol "MTBCP." 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 listed liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP, as conflicts counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee on April 4, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. ORION HEALTHCORP: July 1 MTBC Asset Acquisition Effective Date Set ------------------------------------------------------------------ MTBC, a provider of cloud-based healthcare IT and revenue cycle management solutions, on June 29, 2018, disclosed that its acquisition of the revenue cycle, practice management, and group purchasing organization assets of Orion Healthcorp, Inc. and 13 of its affiliate companies was scheduled to close with an effective date of July 1, 2018, subject to customary closing conditions. The sale process is being administered by the United States Bankruptcy Court for the Eastern District of New York and governed by the United States Bankruptcy Code. About MTBC MTBC -- http://www.mtbc.com-- is a healthcare information technology company that provides a fully integrated suite of proprietary web-based solutions, together with related business services including revenue cycle and practice management, to healthcare providers. Its integrated Software-as-a-Service (or SaaS) platform helps its customers increase revenues, streamline workflows and make better business and clinical decisions, while reducing administrative burdens and operating costs. MTBC's common stock trades on the NASDAQ Capital Market under the ticker symbol "MTBC," and its Series A Preferred Stock trades on the NASDAQ Capital Market under the ticker symbol "MTBCP." About Orion HealthCorp Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP, as conflicts counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee on April 4, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Creditors' Committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel; and CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. PARKINSON SEED: Selling Downey Farm and Farm Equipment for $4M -------------------------------------------------------------- Parkinson Seed Farm, Inc., asks the U.S. Bankruptcy Court for the District of Idaho to authorize the sale of the real property located at or about Bowman Road near Downey in Bannock County, Idaho, which is commonly referred to as the Downey Farm and Cellars and includes 620 acres of real property, more or less, and one potato cellar, together with irrigation equipment associated with irrigating the farm ground, for $4,050,000. The irrigation equipment associated with the irrigation of the farm, which the Debtor proposes to sell with the real estate, includes but is not necessarily limited to the following: (i) four Center Pivots and (ii) Wheel Moves. The Debtor proposes the entire sum received from said sale be disbursed as provided in the Motion. The creditors that presently have an existing lien against the collateral which the Debtor desires to sell are Compeer Financial ACA and KeyBank National Association. It is in the best interest of the Debtor and its estate to sell the Downey Farm since it is not necessary for the effective reorganization of the estate or the successful operation of its farm, and a greater benefit will be derived from selling the same by reducing the amount of its debts with Compeer and KeyBank. The $4,050,000.00 in estimated proceeds derived from the sale of the Downey Farm will be disbursed as follows: (i) real and personal property taxes prorated to the date of closing; (ii) normal closing costs; (iii) $530,796 to the Debtor applied toward 2018 Crop Production; (iv) $1,045,212 to KeyBank for payoff of the Storage Facility Lease; (v) $52,056 to KeyBank for payoff of the Storage Bins Lease; and (vi) the balance of the funds paid to Compeer. The Debtor prays for an Order of the Court authorizing debtor to sell the real and personal property free and clear of all liens. About Parkinson Seed Farm Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. -- http://www.parkinsonseedfarm.com-- farms approximately 7,200 acres of potatoes. It raises seed potatoes, hard red and hard white wheat, as well as a small amount of alfalfa (mostly to feed horses for recreational purposes). The company raises 11 of what it considers to be more mainstream varieties such as the Russet Burbank, Ranger, three different line selections of Russet Norkotah, white varieties such as Cal Whites and Atlantics, and reds like the Dark Red Norland. The company was founded in 1937. Parkinson Seed Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15, 2018. In the petition signed by Dirk Parkinson, president, the Debtor disclosed $6.11 million in assets and $26.92 million in liabilities. Judge Joseph M. Meier presides over the case. ROBINSON & ASSOCIATES, led by Brent T. Robinson and W. Reed Cotten, serves as counsel to the Debtor. PATRIOT NATIONAL: Emerges from Chapter 11 Under New Ownership ------------------------------------------------------------- Patriot National, Inc., has emerged from Chapter 11 as anticipated in its plan of reorganization. In addition, ownership of the Company has transitioned from its public shareholders to certain funds and accounts managed by each of Cerberus Business Finance, LLC and its affiliates ("Cerberus") and TCW Asset Management Company LLC ("TCW"). John Rearer will continue as CEO of the Company, and it will remain headquartered in Fort Lauderdale, FL. "We are pleased to have delivered on the successful implementation of our reorganization plan, and I would like to thank our dedicated employees and loyal base of carriers and agents who helped to ensure the success of our business during this period," said John Rearer, CEO of Patriot National. "With a healthier capital structure and fully invested new ownership, our company is well-positioned to be competitive in the current market. We look forward to continuing our work with Cerberus and TCW to further grow the business for the benefit of all our stakeholders." Hughes Hubbard & Reed LLP and Pachulski Stang Ziehl & Jones LLP are serving as legal bankruptcy counsel, and Duff & Phelps Corporation is serving as financial advisor. As reported by the Troubled Company Reporter, the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware, at the behest of Patriot National, Inc., and affiliates, extended Debtors' exclusive periods to file a chapter 11 plan of reorganization through and including Aug. 28, 2018, and to solicit votes to approve a chapter 11 plan through and including Oct. 29, 2018. The TCR previously reported that the Debtors sought for an extension of the Exclusive Periods to maintain exclusivity in the Chapter 11 Cases in the unlikely event that their confirmed bankruptcy-exit plan does not become effective. If this were to occur, the Debtors said that the extension will provide them with the necessary time, opportunity and breathing room to reassess and pursue all alternative options with respect to their chapter 11 restructuring, as the Debtors are the party best positioned to take such action. On May 4, 2018, the Court entered an order confirming the Debtors' Fourth Further Amended Joint Chapter 11 Plan of Reorganization (as amended, modified and/or supplemented). However, two parties have appealed the confirmation of the Plan: (1) the Honorable Trinidad Navarro, Insurance Commissioner of the State of Delaware, in his capacity as the Receiver of Ullico Casualty Company in Liquidation; and (2) the Florida Department of Financial Services, Division of Rehabilitation and Liquidation as Receiver of Guarantee Insurance Company. Such appeals have been captioned as Honorable Trinidad Navarro, Insurance Commissioner of the State of Delaware v. Patriot National, Inc., et al., No. 18-cv-00751 (D. Del.) and Florida Department of Financial Services, Division of Rehabilitation and Liquidation (Department) as Receiver of Guarantee Insurance Company v. Patriot National, Inc., et al., No. 18-cv-00750 (D. Del.). As demonstrated by the evidence submitted in connection with the Confirmation Hearing, the Debtors claimed that the restructuring embodied in the Plan is a value-maximizing transaction. The Plan provides for the distribution of significant value to creditors and ensures for payment in full of Allowed DIP Claims, Administrative Expense Claims, Priority Tax Claims, Other Secured Claims, and Priority Claims, as well as all U.S. Trustee Fees. The Plan further provides for a distribution to holders of Allowed General Unsecured Claims, which would not have occurred in a chapter 7 liquidation. Media Contact: Brad Tuttle Epiq Strategic Communications Tel: 312-560-6333 E-mail: btuttle@epiqglobal.com About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/-- provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on an official committee of unsecured creditors in the Debtors' cases. PAUL SHEPHERD: Proposes a $2.1-Mil. Sale of Los Angeles Property ---------------------------------------------------------------- Paul Stuart Shepherd and Gigi Renee Shepherd ask the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located at 2375 Sunset Plaza Drive, Los Angeles, California, APN 5563-031-012 ("Lower Lot") for $2.1 million. The Lower Lot is approximately one acre lot of undeveloped land. The Debtors are not selling their contiguous neighboring real property located at 2460 Sunset Plaza Drive, Los Angeles, California, APN 5563-031-011 ("Upper Lot"). The sale to the Buyer will be free and clear of any and all liens, claims, encumbrances, and interests, with the exception of Items 1-27, 29 and 30 set forth in the combined preliminary title report for the Property, and any alleged rights under the Mobilization Agreement between the Debtors and James Wecker II, pursuant to the Residential Purchase Agreement and Joint Escrow Instructions and related agreements. The salient terms of the Agreement are: a. Name of Buyer: To be disclosed when contingencies lift b. Asset: The Lower Lot c. Purchase Price: $2.1 million d. Deposit: $63,000, currently held in escrow e. Estimated Costs of Sale: Total of approximately 6.2% comprised of (a) a 5% commission in the amount of $105,000 to be split between the Debtor's broker, Pacific Union, and the cooperating Buyer broker, and (b) approximately 1.2% in prorated real property taxes secured by the Lower Lot allocated to the Debtors and other customary fees and costs of sale in the approximate amount of $19,938, leaving a net of approximately $1.975 million to the estate to be paid to Thrasher as required by the Amended Keros Settlement. f. Overbid: The proposed sale is not subject to overbid, because (i) the Debtors, in consultation with their broker, Pacific Union, determined that marketing the Lower Lot as a sale seeking a stalking horse bid subject to overbid would make a property that is already difficulty to sell (given the amount of due diligence and infrastructure required) unnecessarily difficult to sell, so the Debtors, in consultation with Pacific Union, decided to list the property for a straight sale only subject to the approval of the Court; (ii) based on the foregoing and negotiations with the Buyer, the Purchase Agreement does not provide for the sale to be subject to overbid; (iii) there are no claims secured by the Lower Lot; (iv) the Purchase Price allows the Debtors to pay commissions and other closing costs in full and to fund the majority of the settlement amount owed to Thrasher pursuant to, and as required by, the Amended Keros Settlement; and (v) the remaining Upper Lot has sufficient value to pay all allowed claims in full with a distribution to the Debtors of surplus funds when sold, which sale the Debtors are pursuing, such that they're the only parties that would ultimately benefit from overbid. g. Contingencies: The Purchase Agreement contains customary inspection contingencies. In addition, the Purchase Agreement is subject to the contingency that the Debtors and the Buyer reaching a mutually agreeable easement agreement regarding the Lower Lot's use of the private road shared by the Upper Lot and Lower Lot whereby the Lower Lot would have rights to use the private road. The Debtors are also asking authority to enter into, execute, and record the agreed upon easement agreement. The foregoing contingencies are expected to lift on June 11, 2018. h. Expense Reimbursement: In the event the Court does not approve the Purchase Agreement and the sale of the Lower Lot to the Buyer pursuant to the terms thereof for any reason unrelated to the Buyer's breach of the Purchase Agreement, in addition to the deposit being returned, any and all costs related to the Buyer's due diligence and inspections will be reimbursed to the Buyer, not to exceed $10,000; in return for the reimbursement, the Buyer will provide the Debtors with all reports the Buyer has completed. i. Other Terms: The Debtors' sale of the Lower Lot will be free and clear of any and all liens, claims, encumbrances, and interests, other than the Excepted Items, which non-excepted liens, claims, encumbrances, and interests the Debtors believe are limited to (i) Keros' lis pendens against the Lower Lot (pursuant to the Amended Keros Settlement, Keros cannot object to the sale of the Lower Lot free and clear of the lis pendens provided that Thrasher receives from the sale proceeds at least $1.8 million of the settlement amount under the Amended Keros Settlement); and (ii) the unrecorded licenses granted by the Debtors in favor of John Powell, David Leon, Thomas Nickel, Rozae Nichols, and Alan Diamond. j. Potential Tax Consequences: The Debtors will have to pay applicable capital gains taxes stemming from the sale of the Property after applicable deductions and exemptions. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Paul_Shepherd_176_Sales.pdf The Debtors ask the Court to authorize them authorize them to pay from the proceeds of the sale of the Lower Lot (a) any pre-closing real property taxes secured by the Lower Lot allocated to the Debtors; (b) any commission owed to their broker, Pacific Union International, Inc., and any cooperating broker, pursuant to the Purchase Agreement and the Debtors' application to employ Pacific Union, which was previously approved by the Court; (c) any other customary escrow closing fees and charges; and (d) the balance, in the estimated approximate amount of $1.975 million, to Thrasher NK, LLC to fund the majority of the settlement amount owed to Thrasher pursuant to, and as required by, the Debtors' Court-approved amended settlement ("Amended Keros Settlement"), with Thrasher and its principal, Nicholas Keros. The sale of the Lower Lot provides substantial benefits to the estate and its creditors by enabling the Debtors to perform under the Amended Keros Settlement and thereby eliminating the possibility that the Debtors bankruptcy case is dismissed due to a breach of the Amended Keros Settlement. The proposed sale of the Lower Lot will reduce delays in payments and eliminates risks inherent in litigating the Keros action. Further, the proposed sale will allow the Debtors to obtain a $90,000 discount on the Keros Settlement Payment required under the Amended Keros Settlement. Importantly, after the sale of the Lower Lot, the Debtors will still have the Upper Lot. The Debtors are continuing to work to sell the Upper Lot, which the Debtors estimate has sufficient equity to pay all allowed claims in full. A hearing on the Motion is set for June 27, 2018 at 10:00 a.m. Objections, if any, must be filed at least 14 days prior to the hearing on the Motion. Paul Stuart Shepherd and Gigi Renee Shepherd sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-17991) on June 30, 2017. The Debtors tapped Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P as counsel. The Debtors also tapped Hilton & Hyland as real estate broker. PAUL SOUCIE: CBS Trucking Buying 1997 W900 Kenworth Semi for $27K ----------------------------------------------------------------- Paul Darrel Soucie and Janet Rae Soucie ask the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of 1997 W900 Kenworth semi to CBS Trucking, LLC, $27,000. The personal property is owned by Debtor Paul Darrel Soucie's brother Bruce Soucie and his son, Chandler Soucie. The Debtors believe the purchase price is the fair market value of the l997 W900 Kenworth semi. There is no lien on said personal property and the closing costs, if any, will first be deducted from the proceeds and the proceeds paid to the Debtors. Counsel for the Debtors: John C. Hahn,Esq. WOLFE, SNOWDEN, HURD, LUERS & AHL, LLP Wells Fargo Center 1248 "O" St., Ste. 800 Lincoln, NE 68508-l-424 E-mail: jhahn@wolfesnowden.com Paul Darrel Soucie and Janet Rae Soucie sought Chapter 11 protection (Bankr. D. Neb. Case No. 18-40299) on Feb. 27, 2018. The Debtors tapped John C. Hahn, Esq., at Wolfe, Snowden, Hurd, Luers & AHL, LLP, as counsel. PAYROLL MANAGEMENT: Selling Fort Walton Beach Property for $128K ---------------------------------------------------------------- Payroll Management, Inc., asks the U.S. Bankruptcy Court for the Northern District of Florida to authorize the sale of its right, title and interest in the real property located 49 Laurie Drive, Fort Walton Beach, Florida, to Mary F. Walton for $128,000. The Property is not encumbered by a mortgage; however the Internal Revenue Service has filed a Tax Lien which would serve as a lien upon the property. The Debtor asks the authority to sell the Property, for the purchase price of $128,000, with $1,000 deposit to the Buyer. The parties have entered into Contract for the Purchase and Sale of Real Property and all addendums for the said sale. As set forth in the Contract, the closing with respect to the sale of the Property is scheduled on June 29, 2018. It is the Debtor's desire to be able to move forward with the sale on or before that date. The offer made by the Buyer represents the Debtor's view of the highest and best offer obtainable for the sale of the Property. The Debtor submits that the purchase price is fair and adequate, advantageous for the estate, and reflects the most value obtainable from the disposition of the Property. The price is beneficial and represents a benefit to its estate as it will liquidate an asset that is not necessary for the ongoing use by the Debtor. The Debtor proposes to sell the Property, free and clear of all liens, claims, interests and encumbrances. All liens, claims and encumbrances will attach solely to the proceeds of the sale. A copy og the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Payroll_Management_59_Sales.pdf The Debtor asks the authorized sale of the Property be immediately effective upon entry of a written Order approving the sale and that the 14-day stay of effectiveness of such an Order provided for in Fed. R. Bankr. P. 6004(h) be waived. In light of the proposed closing date of June 29, 2018, the Debtor has filed contemporaneously with the Motion, a Motion for Expedited Hearing and to Shorten the Time Period for Objections to be filed. The Purchaser: Mary F. Walton 918 Pocahontas Drive Fort Walton Beach, FL 32547 About Payroll Management Payroll Management, Inc., provides human resource solutions to businesses that choose to outsource those functions. It offers human resource support, payroll, administration, workers' compensation, recruiting and training, safety training, and miscellaneous services. Payroll Management Inc. was founded in 1986 and is based in Fort Walton Beach, Florida. Payroll Management filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30298) on March 27, 2018. In the petition signed by D. C. Mickle-Bee, the CEO, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. The Hon. Jerry C. Oldshue Jr. presides over the case. Natasha Revell, Esq., at Zalkin Revell, PLLC, serves as bankruptcy counsel. PME MORTGAGE: Pogue Buying Aguanga Property for $800K ----------------------------------------------------- PME Mortgage Fund, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize its sale procedures and its Asset Purchase Agreement with Russell L. Pogue in connection with the sale of its interest in the real property located at 50005 Bradford Road, Aguanga, California for $800,000 to Pogue, subject to overbid. The Debtor is the current owner of Property, which is currently being operated as the Cowboy Country Campground. It acquired the Property through foreclosure. In April 2008, the Debtor made a loan to Terry Mathis, which was secured by a deed of trust against the Land. Mathis defaulted on the Loan and on Dec. 10, 2009, the Debtor conducted a non-judicial foreclosure sale and took title to the property as the successful bidder. Following the foreclosure, Mathis filed suit against Debtor for breach of contract. To resolve the litigation, the Debtor and Mathis entered into an agreement by which Mathis could purchase the Land from the Debtor if Mathis paid $1.1 million to the Debtor within 60 days. Mathis failed to timely make the payment. On February 2015, Mathis, in the Mathis Action, alleged the Debtor committed fraud in entering into the settlement agreement. Mathis alleged that the Debtor knew Mathis needed the Debtor to first transfer title to the Land back to Mathis in order for Mathis to be able to obtain financing to make the settlement payment, and sought reformation of the agreement. After the Superior Court refused to reform the settlement agreement, Mathis appealed. Following the filing of the Debtor's instant petition, the Court of Appeal issued its ruling remanding the litigation to the Superior Court for it to determine whether reformation of the agreement was warranted. The case is currently stayed. Despite the stay, Mathis proceeded to file a lis pendens against the Land. The Debtor and the Buyer have entered into the Agreement, which fully describes the terms of the sale of the Property to the Buyer. The salient terms of the Agreement are: 1. The Agreement is contingent upon Court approval of the Agreement and the Sale Procedures. The Buyer's obligation to consummate the Proposed Sale is subject to entry of an Approval Order: (i) that is not timely appealed, or (ii) that is timely appealed but no order staying the effects of the approval order is obtained within 14 days after entry of the approval order, or (iii) that is timely appealed and stayed but an appellate court with proper jurisdiction affirms the approval order and no subsequent appeal is taken. 2. The Buyer has agreed to purchase the Estate's interest in the Property for the sum of $800,000. The Purchase Price is comprised of two components: cash of $240,000, and a carry-back note issued by the Buyer in favor of the Debtor in the principal amount of $560,000 and secured by a first in priority deed of trust against the Property in favor of the Buyer. In order to monetize the Note Component, immediately prior to or contemporaneous with the Closing (a) the Debtor will sell (and close on the sale of) the Note to a third party for $500,000 cash such that, upon the Closing, the Debtor will receive from escrow cash proceeds of $740,000. 3. The Purchase Price will be paid as follows: (a) Deposit: Within three days after the opening of the escrow, the Buyer will deposit into escrow cash in the amount of $100,000, representing the first part of the Cash Component. The Deposit will be non-refundable unless the Closing fails to occur due to (i) the failure of the contingency for issuance of the Approval Order, (ii) the failure of the contingency for the Note Sale Transaction to close at or before the Closing, or (iii) due to a default by the Debtor under the Agreement. The Deposit will be applied against the Purchase Price if the Closing occurs. (b) Balance of Cash Component: The remaining $140,000 balance of the Cash Component will be deposited by the Buyer into escrow, by cash or by wire transfer, at least one day prior to the Closing. (c) Note Component: At least one day prior to the Closing, the Buyer will deposit the fully executed Note and the fully executed Deed of Trust into escrow. 4. The sale of the Property will be as-is, where-is, with all faults, and without representation or warranty of any kind, unless otherwise expressly stated in the Agreement. 5. The sale of the Property is subject to overbid: The initial minimum overbid will be for a purchase price that will result in the Debtor's receipt of no less than $780,000 cash upon closing. Any overbidder will be pre-qualified by the Debtor, and such qualification will include verification of the overbidder's ability to perform under the purchase agreement and receipt of a cashier's check made payable to PME Mortgage Fund, Inc. DIP, in the amount of $100,000. 6. In the event there are qualified overbidders and the Buyer is not the successful purchaser, upon closing of the sale of the Property to the successful purchaser, the Buyer will be entitled to a break-up fee in the amount of $16,000 (2% of the Purchase Price). The Debtor proposes and asks approval of the sale procedures to maximize the value of the Estate's interest in the Property. Overbid Procedures The Property has been marketed formally and informally by the Debtor for more than two years prior to the Debtor's bankruptcy filing. The Proposed Sale is a direct result of Gregory Schick's efforts to market the Property for sale. The Debtor believes that by the Proposed Sale, it has obtained the highest and best price for the Property. Nevertheless, the Debtor has begun to execute on marketing efforts specifically targeted to attract competing bids for the Property pursuant to the Sale Procedures. Although no other bidders are expected at the minimum overbid price, Debtor has, nevertheless, provided for overbid procedures to ensure the sale price is the highest and best offer available. The salient terms of the Bidding Procedures are: a. Bid Deadline: To be a qualified bidder, the interested party must submit initial bids at least 7 calendar days prior to the auction sale of the Property. b. Qualified Bid: A purchase price that will result in the Debtor's receipt of no less than $780,000 cash upon closing prior to payment of the Break-Up Fee c. Deposit: $100,000 d. Auction: In the event that two or more qualified bids are received, the Debtor will conduct an Auction. The auction will be conducted at the offices of Zolkin Talerico LLP, on a date that is two business days prior to the Sale Hearing. e. Bid Increments: $20,000 f. Break-Up Fee: $16,000 Because the Debtor's cost basis in the Property exceeds the Purchase Price, the Debtor does not anticipate it will incur any tax consequences as a result of the sale of the Property. To the extent the Debtor does incur tax obligations on account of the Property sale, such tax obligations will be paid from the proceeds of the sale. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/PME_Mortgage_226_Sales.pdf The Purchaser: Russell L. Pogue 770 Sycamore Avenue Suite #122-448 Vista, CA 92083-7914 Telephone: (858) 213-9551 E-mail: rpogue@acuterra.com The Escrow Holder: WEST COAST ESCROW 40 Main St E Vista, CA 92083 Attn: Emily Patterson Telephone: (760) 639-5429 E-mail: emily.patterson@westcoastescrow.com About PME Mortgage Fund PME Mortgage Fund Inc. is a privately held company in Big Bear Lake, California. It is an affiliate of hard-money lender Pacific Mortgage Exchange, Inc., which has provided hard money loan programs for over 30 years. PME Mortgage Fund sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-15082) on June 19, 2017. In the petition signed by CRO Nicholas Rubin, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Scott H. Yun presides over the case. The Debtor hired Zolkin Talerico LLP as its bankruptcy counsel. On July 17, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Smiley Wang-Ekvall, LLP, as its legal counsel. RICHARD D. VAN LUNEN: Court Directs Appointment of Ch. 11 Examiner ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado, having heard the motion for appointment of an examiner with specific powers filed by creditor Monty Titling Trust 1, and the responses filed by Richard D. Van Lunen Charitable Foundation and the office of the U.S. Trustee, granted the Motion consistent with the Court's oral ruling. The Court finds that sufficient cause exists to appoint an examiner for the bankruptcy estate of the Debtor pursuant to 11 U.S.C. Section 1104(c)(2) and (d). After consultation with Monty and other parties-in-interest, the office of the United States Trustee os directed to appoint one disinterested person to serve as an examiner. The Examiner will have the following powers and duties, which the Debtor will not possess in accordance with 11 U.S.C. Section 1106(b): (1) Powers to Investigate and Report. The Examiner will have the full duties and powers set forth in Section 1106(a)(3) and (a)(4), including but not limited to the duty and power to investigate, report on and making recommendations on the following: (a) The financial affairs of the Debtor, including assets owned by the Debtor and the assets and liabilities of the entities owned or controlled by the Debtor; (b) Any claims the estate may have against any insiders of the Debtor (i.e. James Achterhof and Gordon VanderBrug) and/or any professionals employed by the Debtor (i.e. Rayburn Cooper & Durham, P.A., Rumrell, McLeod & Brock, and UHY Advisors Mid Atlantic), and/or any affiliates of the Debtor (i.e. Digi-Data, Namleb, The VLC, Calvin College or other charities of the Debtor), including but not limited to potential actions challenging claims and/or to recover transfers or avoid obligations under 11 U.S.C. Sections 544, 545, 547, 548, 549, and 553(b). To be clear, the Examiner will not have the power and duty to initiate those actions; and (c) Whether this Court should proceed with considering the Debtor's Amended Disclosure Statement and Amended Plan currently being held in abeyance. (2) Powers Under 11 U.S.C. Section 704(a)(5). Except for the pending Florida litigation and Monty's claim (Proof of Claim No. 2, originally filed July 24, 2017), examine, investigate and evaluate all scheduled claims and proofs of claim, object to the allowance of any claim that is improper and prosecute any filed or to be filed objection. The Examiner will have the powers to prosecute, litigate, negotiate, settle and/or otherwise facilitate resolution of all claims disputes on behalf of the estate, excluding the pending Florida litigation and Monty’s claim (Proof of Claim No. 2, originally filed July 24, 2017). The Examiner will have the power to settle all such claims against the estate by filing a motion with proper notice. About Richard D. Van Lunen Charitable Foundation Based in Palos Park, Illinois, Richard D. Van Lunen Charitable Foundation is a foundation that funds primarily for Christian churches and education. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The petition was signed by James Achterhof, managing trustee and director. Jeffrey Weinman, Esq., at Weinman & Associates, P.C., is the Debtor's its lead counsel, and Patrick D. Vellone, Esq. at Allen Vellone Wolf Helfrich & Factor P.C. as co-counsel. The Debtor employs UHY Advisors Mid-Atlantic MD, Inc. as accountant. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Richard D. Van Lunen Charitable Foundation as of June 27, 2017, according to a court docket. SAMANTHA LYNN WEST TRUST: Case Summary & 2 Unsecured Creditors -------------------------------------------------------------- Debtor: Samantha Lynn West Trust 188 Sportsman Club Road Milledgeville, GA 31061-5714 Type of Debtor: Trust Chapter 11 Petition Date: July 2, 2018 Case No.: 18-51242 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. 348 Cotton Avenue, Ste 200 Macon, GA 31201 Tel: 478-742-6481 Email: wjboyer_2000@yahoo.com Wes@WesleyJBoyer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Julie West, trustee. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/gamb18-51242.pdf SANCILIO PHARMACEUTICALS: Has 2 Lead Bidders for Assets ------------------------------------------------------- Sancilio Pharmaceuticals Co., Inc., and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize bidding procedures in connection with the sale of substantially all assets at auction. In 2017, Sancilio began experiencing increasingly constrained access to additional capital and liquidity and, by late 2017, endured a liquidity crisis. In early 2018, Sancilio secured an additional $5.5 million in equity capital to serve as bridge financing to pay overdue trade payables pending an expected sale of the company, but that transaction was not consummated. Accordingly, Sancilio began exploring its strategic alternatives including a further recapitalization, refinancing or sale. Notwithstanding these efforts, it received no executable offer for recapitalization or refinancing. Since mid-April the Debtors' liquidity needs have been met from protective overadvances funded by their prepetition lenders. Having no executable path to a recapitalization or refinancing, the Debtors commenced these cases to preserve themselves as a going concern and to maximize the value of their estates. Their objectives in these Chapter 11 cases are to sell all or substantially all their assets in a flexible manner allowing for bids on all their assets, one or more of their business lines, or any combination thereof. To that end, before the Petition Date, the Debtors obtained two stalking horse bids. The Debtors have entered into that Asset Purchase Agreement, dated as of June 5, 2018, by and between the Debtors and MidCap Funding Trust XIII, or its designee, as stalking horse bidder. The MidCap Stalking Horse is an affiliate of the DIP Agent, the DIP Lenders and the Prepetition Secured Parties, and is a holder of approximately 1% of the Debtors' equity. The MidCap Purchase Agreement provides for the purchase of substantially all of the Debtors' Assets, except the Assets related to the Ocean Blue Line of omega-3 fish oil supplements. As more fully set forth therein, the MidCap Purchase Agreement provides for a credit bid in an amount not less than $15 million, with the amount of the credit bid to be fixed no later than two Business Days after entry of the Bidding Procedures Order, subject to higher and better bids at the Auction. A credit bid in an amount less than the entire amount of the DIP Obligations and Prepetition Obligations is intended to increase interest in the Auction and attract competing bids. The Debtors have also entered into an Asset Purchase Agreement, dated June 5, 2018, by and between the Debtors and K.D. Pharma Bexbach GmbH, or its designee, as stalking horse bidder. The KD Stalking Horse Bidder is a holder of approximately 12% of the Debtors' equity. Its CEO served on the Board of Directors of the Debtors before the Debtors' acceptance of the KD Stalking Horse Bid. In addition, the KD Stalking Horse Bidder is a joint venture by which K.D. Pharma Bexbach GmbH is the majority investor with a minority investment being made by both John Licari and Anthony Valetutti, current employees of the Debtors and managers relating to the Ocean Blue Line. As more fully set forth therein, the KD Purchase Agreement provides the purchase of the Ocean Blue Line in exchange for cash consideration in the amount of $2.5 million, subject to higher and better offers at the Auction. Now that the Debtors have obtained the Stalking Horse Bids they desire to conduct an in-court marketing process culminating in the Auction and Sale of the Assets. The Debtors have retained, subject to the Court's approval, the investment banking services of Cassel, Salpeter & Co., LLC, to advise and assist the Debtors in marking the Assets and conducting the Auction and Sale. The Debtors propose this schedule for completing the marketing and sale process in these Chapter 11 Cases and conducting the Auction and Sale: a. Bid Deadline (including for any credit bids): July 16, 2018 at 5:00 p.m. (ET) (2 days before proposed auction date) b. Deadline to Object to Sale: July 13, 2018 at 4:00 p.m. (ET) (4 Business Days before proposed July 19, 2018 Sale Hearing) c. Contract Objection Deadline (for all objections other than adequate assurance): June 13, 2018 at 4:00 p.m. (ET) (4 Business Days before proposed July 19, 2018 Sale Hearing) d. Selection of Qualified Bidder: July 17, 2018 at Noon (one day before proposed auction date) e. Auction: July 18, 2018 at 10:00 a.m. (ET) (1 day before proposed July 19, 2018 Sale Hearing) f. Deadline to File Notice Designating Successful Bidder: Immediately upon identifying and determine the Successful Bidder g. Deadline to Object to Adequate Assurance of Future Performance and Raise Any Additional Cure Cost Objections: Up to the commencement of the Sale Hearing h. Sale Hearing (subject to the Court's availability: July 19, 2018 at a time to be determined by the Court The Debtors' proposed Bid Procedures are intended to establish a sale process that will maximize the value of the Assets for the benefit of the Debtors' estates and their creditors. The Debtors will solicit bids for the Assets in accordance with such Bid Procedures and, if Qualified Bids are received in conformance with the Bid Procedures, the Debtors will conduct the Auction to determine the highest or otherwise best bid for the Assets. Specifically, the Bid Procedures provide, in relevant part, as follows: a. Purchase Price: Provide that the purchase price will be paid in full at the closing of the Sale in U.S. dollars and in cash. Provide further: 1. If the Bid Purchase Agreement offers to buy the Assets set forth in the MidCap Purchase Agreement, then the Purchase Price must be equal to or more than: (i) the Purchase Price (less the "Cash Amount," if any), plus (ii) the sum of (x) a break-up fee equal to 3% of the Purchase Price ("MidCap Break-Up Fee") and (y) an expense reimbursement up to $1 million of actual, reasonable and documented expenses of the MidCap Stalking Horse Bidder ("MidCap Expense Reimbursement"), plus (iii) a minimum overbid amount of $250,000, the sum of the foregoing ("MidCap Minimum Overbid Amount"). Not later than two Business Days following the entry of the Bidding Procedures Order, the MidCap Stalking Horse Bidder will confirm the then current dollar amount of the Purchase Price (excluding the Cash Amount), which will not be less than $15 million in writing to the Debtors, which amount will be subject to adjustment. 2. If the Bid Purchase Agreement offers to buy the Assets set forth in the KD Purchase Agreement, then the Purchase Price must be equal to or more than: (i) the Purchase Price ($2.5 million), plus (ii) the sum of (x) a break-up fee in the amount of $75,000 ("KD Break-Up Fee") and (y) an expense reimbursement up to $100,000 of the actual, reasonable and documented expenses of the KD Stalking Horse Bidder ("KD Expense Reimbursement"), plus (iii) a minimum overbid amount of $100,000, which in the aggregate is a minimum overbid amount of $2,775,000 ("KD Minimum Overbid Amount"). 3. If the Bid Purchase Agreement offers to buy all the Assets, then the Purchase Price must be equal to or more than sum of the MidCap Minimum Overbid Amount and the KD Minimum Overbid Amount. 4. If the Bid Purchase Agreement offers to buy another combination of the Assets, then the Debtors, in timely consultation with MidCap Funding XVIII Trust, as administrative agent ("DIP Agent") under that certain Debtor in Possession Credit and Security Agreement, dated June 5, 2018, will determine whether the Purchase Price is a qualifying minimum overbid. b. Good Faith Deposit: Provide a good faith cash deposit in an amount equal to 10% of the cash purchase price set forth in the Written Offer. The Good Faith Deposit will be held in a non-interest bearing escrow account to be identified and established by the Debtors. c. Closing Date: As promptly as possible, but in no event later than 12 Business Days after entry of the Sale Order or the outside date for closing in the respective Purchase Agreements. d. "As Is, Where Is": The Sale of the Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description; and free and clear of all liens, claims, interests and encumbrances. e. Opening Qualified Bid: The Assets subject to the KD Purchase Agreement will be offered for Auction first followed by the Assets subject to the MidCap Purchase Agreement. The first overbid at the Auction will be the amount of the Opening Qualified Bid for such Assets plus $250,000. f. Subsequent Overbid: $250,000 g. If a Stalking Horse Bidder bids at the Auction, it will be entitled to a credit bid in the amount of the Break-Up Fee and Expense Reimbursement to be counted towards its bid, and, at its sole option, the MidCap Stalking Horse Bidder will be entitled to reduce the amount of its credit bid in an amount equal to the final cash purchase price accepted by the Debtors at the Auction from the Successful Bidder for the assets subject to the KD Purchase Agreement. A copy of the APAs and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Sancilio_Pharmaceuticals_24_Sales.pdf The Debtors ask approval to assume and assign the Assigned Contracts to the Successful Bidder. No later than three Business Days after entry of the Bid Procedures Order, the Debtors will prepare and distribute to non-Debtor parties to the Assigned Contracts the Notice of Assignment and Assumption. On three Business Days after entry of the Bid Procedures Order, or as soon thereafter as such parties can be identified, the Debtors will cause the Notice of Bid Procedures, Auction Date and Sale Hearing on all known creditors of the Debtors. On three Business Days after the entry of the Bid Procedures Order, the Debtors will serve on all non-Debtor parties to the Assigned Contracts. The Debtors submit that sound business justification exists to sell the Assets to the Successful Bidder pursuant to the Bid Procedures. The Debtors believe the Stalking Horse Bids provide for a fair and reasonable consideration for the Assets. The Debtors ask that the Order be effective immediately by providing that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived. MidCap can be reached at: MIDCAP FUNDING XVIII TRUST 7255 Woodmont Ave, Suite 200 Bethesda, MD 20814 Attn: Account Manager for Sancilio Transaction Facsimile: 301-941-1450 Email: notices@midcapfinancial.com MidCap is represented by: Deborah K. Staudinger, Esq. Christopher R. Bryant, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 E-mail: deborah.staudinger@hoganlovells.com chris.bryant@hoganlovells.com KD can be reached at: K.D. PHARMA NEXBACH GMBH Attn: Oscar Groet Am Kraftwerk 6-8 66450 Bexbach Germany KD is represented by: Charlotte J. Edelman, Esq. Adrienne K. Walker, Esq. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, MA 02111 Telephone: 617-542-6000 E-mail: cjedelman@mintz.com awalker@mintz.com About Sancilio Pharmaceuticals Headquartered in Riviera Beach, Florida, Sancilio Pharmaceuticals Company, Inc. -- https://www.sancilio.com/ -- is a private pharmaceutical development and manufacturing company. Its business is comprised of multiple business lines including: (i) the development of proprietary prescription medicines using a unique and proprietary solubility enhancement technology called Advanced Lipid Technologies ("ALT") including Sancilio's lead product candidate under the ALT platform for the treatment of sickle cell disease in the pediatric population; (ii) over-the-counter and behind-the-counter omega-3 dietary supplements under the brand "Ocean Blue"; (iii) prenatal vitamins and dental health supplements that operate as "generics" dispensed at pharmacies; and (iv) third-party development and manufacturing services for other companies. Sancilio Pharmaceuticals Company, Inc., along with affiliates Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11333) on June 6, 2018. Sancilio Pharmaceuticals estimated $10 million to $50 million in assets and liabilities. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, LTD., as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and JND Corporate Restructuring as claims agent. SCANA CORP: Moody's Confirms Ba1 Rating & Alters Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service confirmed the ratings of SCANA Corporation (SCANA, Ba1) and its subsidiaries, South Carolina Electric & Gas Company (SCE&G, Baa3), and Public Service Company of North Carolina, Inc. (PSNC, A3), concluding the review for downgrade that began in February. The rating outlook for SCANA, SCE&G and PSNC is negative. RATINGS RATIONALE "The confirmation of the SCANA family's ratings comes after the enactment of state laws that order only a temporary, lower than originally proposed, reduction in SCE&G's rates, and leaves permanent rate authority with the Public Service Commission of South Carolina (SCPSC)", said Laura Schumacher, Vice President -- Senior Credit Officer. "The confirmation also considers SCANA's credit supportive announcement last week that it would cut its dividend by 80% in response to these legislative developments", added Schumacher. Last Thursday, the South Carolina legislature overrode Governor McMaster's veto of a newly passed law requiring the SCPSC to temporarily lower SCE&G's rates. The rate reduction is equivalent to the total rate increases the company has received since 2011 under the state's Base Load Review Act (BLRA) relating to its construction of the now cancelled V.C. Summer new nuclear units 2 and 3. The reduction equates to approximately 14.8% of SCE&G's electric revenue, which is somewhat lower than the full, approximately 18%, reduction initially sought by the SC House and the Governor earlier this year. SCANA believes the laws are unconstitutional, and has filed for an immediate injunction. However, in order to preserve its options and support its balance sheet, the company has also reduced its dividend rate by eighty percent. The ratings confirmations consider the manageable impact of the legislated revenue reduction on SCE&G's and SCANA's credit quality and metrics, especially in light of the dividend cut, while also recognizing that ultimate authority for establishing permanent rates remains with the SCPSC. The SCPSC has an open docket to evaluate rate plans proposed by SCANA and Dominion Energy, Inc. (Baa2 negative) in conjunction with their pending merger, as well as an alternate plan for SCE&G. Both these plans incorporate more credit supportive proposals for sharing of the cost of the abandoned nuclear plant. Moody's believes the new legislation may further pressure the SCPSC to set rates that are unusually low or significantly delay or deny recovery; however Moody's thinks it is unlikely they would establish rates that are lower than the temporary rates set by the new legislation. The legislation requires the SCPSC render its decision by December. If SCE&G's rates are adjusted in accordance with the legislation, Moody's anticipates cash flow credit metrics at SCE&G and SCANA will decline to levels that are commensurate with their current ratings. For example Moody's expects the two companies will exhibit ratios of cash flow from operations excluding changes in working capital (CFO pre-WC) to debt in the low teens. On a credit positive note, the legislation did not require the company to make cash refunds of amounts previously collected which, absent a larger better capitalized partner, would have strained to the company's balance sheet and credit metrics and potentially led to a rating downgrade. The rating confirmations also recognize SCANA's Thursday announcement that, in order to preserve its options, the company will be reducing its quarterly dividend by 80%. The reduction corresponds to the portion of the dividend attributable to the electric portion of SCE&G. Moody's views the decision to conserve liquidity in light of potentially lower revenues and continued regulatory and political uncertainty as supportive of credit quality. Outlook The negative outlooks on SCE&G and SCANA reflect continued uncertainty surrounding the ultimate decision of the SCPSC with regard to SCE&G's recovery of its new nuclear costs, and the future of its relationship with SCE&G. The outlook reflects Moody's view that the political and regulatory environment within which the companies must operate is now considerably below average. The outlook also considers the potential for additional adverse developments as a result of ongoing investigations and legal actions related to the abandoned Summer new nuclear plant and reflects some uncertainty with regard to the company's future capital structure. The rating confirmation and negative outlook at PSNC is consistent with the actions taken at its parent company SCANA. The linkage reflects PSNC's position within the SCANA family and the absence of strong ring fencing type provisions that could serve to insulate it from potential financial distress at the parent. Factors that could lead to an upgrade In light of the negative outlook, the ratings are not likely to be upgraded. The outlooks could be returned to stable if questions surrounding the recovery of SCE&G's abandoned nuclear project are resolved in a manner that provides an opportunity for SCE&G to generate CFO pre-WC to debt metrics that are at least in the low-teens. Longer term, should the political and regulatory environments return to a more normal state, with SCE&G able to consistently generate CFO pre-WC/debt metrics above 15%, there could be upward pressure on the ratings of both SCE&G and SCANA. Upward pressure at PSNC could develop if there were to be an upgrade of SCANA. Factors that could lead to a downgrade Downward pressure on the ratings could again increase if SCE&G is ordered to refund amounts previously collected under the BLRA, particularly without the benefit of a larger, better capitalized partner; or if rates established by the SCPSC later this year do not provide an opportunity for SCE&G to maintain a ratio of CFO pre-WC to debt that is at least in the low-teens on a sustained basis. Furthermore, if the company's liquidity becomes constrained, such as being unable to draw on its credit lines or to issue additional debt, there could also be downward movement in the ratings. Outlook Actions: Issuer: Public Service Co. of North Carolina, Inc. Outlook, Changed To Negative From Rating Under Review Issuer: SCANA Corporation Outlook, Changed To Negative From Rating Under Review Issuer: South Carolina Electric & Gas Company Outlook, Changed To Negative From Rating Under Review Confirmations: Issuer: Public Service Co. of North Carolina, Inc. Senior Unsecured Bank Credit Facility, Confirmed at A3 Senior Unsecured Regular Bond/Debenture, Confirmed at A3 Issuer: SCANA Corporation Issuer Rating, Confirmed at Ba1 Senior Unsecured Bank Credit Facility, Confirmed at Ba1 Senior Unsecured Commercial Paper, Confirmed at NP Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1 Issuer: South Carolina Electric & Gas Company Commercial Paper, Confirmed at P-3 Issuer Rating, Confirmed at Baa3 Senior Secured Shelf, Confirmed at (P)Baa1 Senior Secured First Mortgage Bonds, Confirmed at Baa1 Senior Unsecured Bank Credit Facility, Confirmed at Baa3 Issuer: South Carolina Fuel Company Inc. Commercial Paper, Confirmed at P-3 Senior Unsecured Bank Credit Facility, Confirmed at Baa3 Affirmations: Issuer: Public Service Co. of North Carolina, Inc. Senior Unsecured Commercial Paper, Affirmed P-2 SCANA is a holding company for SCE&G, a vertically integrated electric utility with local gas distribution operations regulated by the SCPSC; Public Service Company of North Carolina, a local gas distribution company regulated by the North Carolina Utilities Commission; and SCANA Energy Marketing, Inc. (SEMI, not rated), a non-regulated gas marketing business in Georgia. The V.C. Summer Units 2 and 3 are two Westinghouse AP1000 nuclear units (approximately 1,100 MWs each) that had been under construction at SCE&G's existing VC Summer plant site before construction was suspended in 2017. SCE&G owns 55% of the abandoned units, with the remaining 45% owned by the South Carolina Public Service Authority (Santee Cooper, A1 review for downgrade). SEADRILL LIMITED: Emerges from Chapter 11 Protection ---------------------------------------------------- Seadrill Limited disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on July 2, 2018, the Debtors satisfied the conditions to effectiveness and their Second Amended Joint Chapter 11 Plan (as modified) of Reorganization, as amended and supplemented, became effective in accordance with its terms. As part of the transactions undertaken pursuant to the Plan on the Effective Date, the economic interests in the existing shares of Old Seadrill were extinguished and New SDRL Limited, a Bermuda exempted company limited by shares, issued certain of its shares to holders of existing shares of Old Seadrill. As a result, New SDRL became the successor issuer to Old Seadrill for purposes of and pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. On the Effective Date, New SDRL became the ultimate parent company of Old Seadrill's subsidiaries and was renamed Seadrill Limited. Effective July 2, 2018, Old Seadrill commenced dissolution proceedings in Bermuda in accordance with the confirmed Chapter 11 Plan. The New York Stock Exchange has notified the Securities and Exchange Commission of its intention to remove the entire class of Old Seadrill's securities from listing and registration on the Exchange at the opening of business on July 16, 2018, pursuant to the provisions of Rule 12d2-2 (a). According to the NYSE, "on July 3, the instruments representing the securities comprising the entire class of this security came to evidence, by operation of law or otherwise, other securities in substitution therefore and represent no other right except, if such be the fact, the right to receive an immediate cash payment. Seadrill Limited emerged from Bankruptcy on July 2, 2018. As a result, 1.9% of the New Common Stock will be issued to holders of existing common equity interest in the Company as of the Effective Date, an effective exchange ratio of approximately 0.0037345 New Common Stock per each Existing Share of Common Stock. This Form 25 is being filed solely in connection with the discontinuation of the trading on the NYSE of the 'Old' Common Stock and does not affect the continued listing on the NYSE of the 'New' Common Stock. The Exchange also notifies the Securities and Exchange Commission that as a result of the above indicated conditions this security was suspended from trading on July 3, 2018." As reported by the Troubled Company Reporter, the United States Bankruptcy Court for the Southern District of Texas, Victoria Division, on April 17, 2018, entered an order pursuant to the Bankruptcy Code, which approved and confirmed the Debtors' Second Amended Joint Chapter 11 Plan. As previously reported by the TCR, the confirmed Plan will result in the equitization of approximately $2.3 billion in unsecured bond obligations, more than $1 billion in contingent newbuild obligations, substantial unliquidated guaranty obligations, and more than $250 million in unsecured interest rate and currency swap claims, while leaving employee, customer, and ordinary trade claims largely unimpaired. On the Effective Date, the Company will issue its equity, debt, and cash distributions per the terms of the Plan. Allocations to certain existing stakeholders and new capital providers will depend on the results of the equity and notes rights offerings. According to the Second Amended Disclosure Statement, the Debtors' estimate of aggregate Allowed General Unsecured Claims against Debtors Seadrill Limited, NADL, and Sevan, and the estimated recovery percentage of such claims under the Plan: Debtor/Class Projected Claims Projected Recovery ------------ ---------------- ------------------ Seadrill Ltd - Class B3 $3,280,000,000 32%-47% NADL -- Class D3 $673,000,000 23%-33% Sevan -- Class F3 $0 N/A Holders of Unsecured Note Claims with recourse against both NADL and Seadrill Limited will recover as members of both Classes B3 and D3, for a total projected recovery under the Plan of 55% to 79%. General Unsecured Claims against the Debtors other than Seadrill Limited, NADL, and Sevan, the Newbuild Debtors, and Seadrill UK Ltd. will be paid in full in cash on the Effective Date or Reinstated -- thus, the claims are unimpaired and not entitled to vote to accept or reject the Plan. Peg Brickley, writing for The Wall Street Journal, reported that the confirmed Plan gives Seadrill more time to pay off $5.7 billion in top-ranking bank loans, swaps $2.3 billion in bonds for equity in the reorganized company and infuses more than $1 billion in new cash into the business. According to WSJ, a large bloc of unsecured bondholders negotiated an improved deal with Seadrill during the bankruptcy proceeding, winning the right to participate in the capital raising effort, as well as cash and 15% of the reorganized company. After Seadrill entered bankruptcy with a deal that included only Norwegian billionaire John Fredriksen, Centerbridge Partners as well as a handful of hedge funds, creditors that were left out protested. Barclays Capital and an ad hoc group of bondholders mounted rival deals for Seadrill, triggering talks that were resolved when they were allowed to share in the new investment opportunity, the report added. WSJ also reported that rank-and-file shareholders will see their stakes diluted under the chapter 11 plan, which gives them only 2% of the equity in the postbankruptcy company. Additionally, shareholders lose the right to sue the company's leaders and advisers over the dealings that slashed the value of their holdings. In early June, Seadrill Partners LLC disclosed its equity stake in Seadrill. Partners said that, as of May 17, 2018, it may be deemed to beneficially own 26,275,750 Common Units of Seadrill, representing 34.9% of that class of securities. According to Partners' Schedule 13D filing with the U.S. Securities and Exchange Commission, Seadrill Limited is the sole shareholder of Seadrill Partners LLC HoldCo Limited and may also be deemed to beneficially own 16,543,350 Subordinated Units, which may be converted into Common Units on a one-for-one basis (or, in certain circumstances, at a ratio that may be less than one-to-one) at the times set forth in, and subject to the terms and conditions of, the Operating Agreement. Partneres is also the indirect beneficial owner of the Seadrill Member Interest and the Incentive Distribution Rights. Partners also said that Hemen Holding Limited is the principal shareholder of Seadrill Limited, and is indirectly controlled by trusts established by John Fredriksen, Chairman of the Board of Directors of Seadrill Limited, for the benefit of his immediate family, and may also be deemed to beneficially own 16,543,350 Subordinated Units, which may be converted into Common Units on a one-for-one basis (or, in certain circumstances, at a ratio that may be less than one-to-one) at the times set forth in, and subject to the terms and conditions of, the Operating Agreement. A copy of Partners' Schedule 13D filing is available at https://is.gd/hqLGOS A redlined copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-60079-01181.pdf A full-text copy of the Confirmation Order is available at: http://bankrupt.com/misc/txsb17-60079-01003.pdf About Seadrill Ltd Seadrill Limited is a deepwater drilling contractor providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employed 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million onUS$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young are to act as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk serves as claims agent. The United States Trustee for Region 7 formed an official committee of unsecured creditors with seven members: (i) Computershare Trust Company, N.A.; (ii) Daewoo Shipbuilding & Marine Engineering Co., Ltd.; (iii) Deutsche Bank Trust Company Americas; (iv) Louisiana Machinery Co., LLC; (v) Nordic Trustee AS; (vi) Pentagon Freight Services, Inc.; and (vii) Samsung Heavy Industries Co., Ltd. Kramer Levin Naftalis & Frankel LLP is serving as lead counsel to the Committee. Cole Schotz P.C. is local and conflicts counsel to the Committee. Zuill & Co (in exclusive association with Harney Westwood & Riegels) is serving as Bermuda counsel. London based Quinn Emanuel Urquhart & Sullivan, UK LLP, is serving as English counsel. Parella Weinberg Partners LLP is the investment banker to the Committee. FTI Consulting Inc. is the financial advisor. SF GALLERIA: Clark County Buying Property for $5.15 Million ----------------------------------------------------------- SF Galleria, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property located at 1291 Galleria Drive, Henderson, Nevada to Clark County Nevada for $5.15 million. A hearing on the Motion is set for July 10, 2018 at 9:30 a.m. The Debtor's primary asset is the Property. On May 2, 2017, it entered into an Exclusive Right to Sell Listing Agreement with Sun Commercial Real Estate Inc. to sell the Property. On Nov. 10, 2017, the Debtor agreed to extend the Listing Agreement. On March 14, 2018, the Debtor accepted Clark County Nevada's Conditional Offer to Purchase Real Property for the sum of $5.33 million, with a projected closing date of Sept. 11, 2018. There are three deeds of trust regarding the Debtor's Property. The first trust deed is held by Bank of the West, which is owed approximately $2,807,195. The second trust deed is held by Plain Green, LLC, which claims to be owed approximately $691,000. The third trust deed is held by MGM Nevada Holdings, LLC, which is owed approximately $959,455. Prior to filing the petition, the holder of the second trust deed, Plain Green, commenced foreclosure proceedings. The Debtor engaged in extensive negotiations and reached a tentative resolution with Plain Green to stop the foreclosure. However, the holder of the first trust deed, Bank of the West, filed suit to appoint a receiver, as the loan period had matured and Bank of the West called the loan due. By this time, the Debtor had received an offer from the County to purchase the Property for a price that would pay all creditors in full. Unfortunately, Bank of the West insisted on Debtor paying an exorbitant forbearance fee, among other unreasonable conditions, and therefore Debtor was unable to reach an agreement acceptable to both the holders of the first and second trust deeds. The Debtor was forced to file the Chapter 11 case to stop both Bank of the West and Plain Green from proceeding, and to protect the Property. The Debtor is asking employment of Sun Commercial and assumption of the Listing Agreement by separate application filed concurrently with the Motion. Following a recent appraisal of the Property, the County reduced its offer to purchase to $5.15 million. When a revised written offer is finalized, the Debtor will submit it to the Court by a supplement to the Motion. By the Motion, the Debtor asks Court approval to sell the Property, in full satisfaction of all secured creditors' claims of approximately $4,457,650, to the County, for the revised purchase price of $5.15 million, and to pay all secured creditors, broker's fees, and closing costs through escrow at the time of the closing. The Debtor proposes to sell the Property free and clear of liens and encumbrances. A copy of the Listing Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/SF_GALLERIA_23_Sales.pdf The Broker: SUN COMMERCIAL REAL ESTATE, INC. Cassandra Catania-Hsu 6140 Brent Thurman Way, Ste. 140 Las Vegas, NV 89140 Telephone: (702) 968-7300 Facsimile: (702) 968-7301 About SF Galleria SF Galleria, LLC, listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). SF Galleria sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-12635) on May 4, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million to $10 million. Judge Laurel E. Babero presides over the case. The Debtor tapped Johnson & Gubler, P.C., as its legal counsel. SUNRISE HOSPICE: Plan to be Funded from Owner's $250K Financing --------------------------------------------------------------- Sunrise Hospice, LLC filed with the U.S. Bankruptcy Court for the District of Utah a disclosure statement for its proposed plan of reorganization. By the Plan, the Debtor proposes to (a) amend the terms of the secured debt of both Zions Bank and the Small Business Association limiting the circumstances in which Zions and the SBA can place the reorganized Debtor into default, at the same time paying each claim in full under the remaining terms of the Zions and SBA loan terms; (b) pay the Debtor's unsecured priority claims in full with interest within 90 days immediately following the Effective Date; (c) pay the Debtor's unsecured convenience class claims (claims less than $5,000) 85% of their claims over a 2-year period (if any); and (d) pay the Debtor's general unsecured creditors 75% of their claims over a 2-year period (if any); and (e) leave unimpaired existing Equity Interests. Any Claim not asserted prior to the applicable Claims Bar Date will be barred and discharged. On the Effective Date, the Debtor and Matt Baker, or another entity owned or controlled by Matt Baker will enter into an Exit Facility in which Mr. Matt Baker, the Debtor's sole owner and managing member, will provide the Debtor financing up to $250,000 on an as needed, unsecured basis to be used (1) to pay all Unclassified Claims, including Administrative Expenses and professional compensation and to repay all DIP Loans (if any) on or within 15 days of the Effective Date; (2) to make the payments to holders of Allowed Claims; (3) to fund shortfalls, if any, in the operation of the Debtor's business after the Effective Date; (4) to pay Unclassified Claims, in full; and (5) to fund improvements, repairs, and reorganization of the Debtor’s business, as agreed between the Debtor and the Exit Facility Lender. The Debtor has analyzed its ability to meet their obligations under the Plan and determined that the Debtor will be able to make all payments contemplated by the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/utb17-30690-20.pdf About Sunrise Hospice Sunrise Hospice, LLC, operates skilled nursing care facilities with its principal place of business located at 1940 & 1950 South 375 East Orem, Utah 84058. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Sunrise Hospice filed a Chapter 11 petition (Bankr. D. Utah, Case No. 17-30690) on Dec. 13, 2017. In the petition signed by Matthew A. Baker, managing member, the Debtor disclosed $1.75 million total assets and $1.25 million total liabilities as of Nov. 30, 2017. Judge Kimball R. Mosier presides over the case. Darren B. Neilson, Esq., at Neilson Law LLC, is the Debtor's counsel. VALERIY ROMANCHENKO: Seeks Confirmation of Henderson Property Sale ------------------------------------------------------------------ Valeriy Romanchenko and Natalya Romanchenko ask the U.S. Bankruptcy Court for the District of Nevada to confirm the previous order approving the sale of the real property located at 196 Andomeit Dr., Henderson, Nevada; and to determine the exact payoff amount of Bayview Servicing's secured claim. Listed on the Debtors' Schedules and Statements is the Property. An Order approving the sale free and clear of liens was entered on Nov. 21, 2017. The Debtors and Secured Creditor disagree as to the total amount due and owing to Bayview Servicing under the applicable deeds of trust and loan documents. The Debtors ask that the Court determines the exact payoff amount of Bayview's secured claim in accordance with the referenced Order which requires a hearing should there be a disagreement as to the total due, and owing to Secured Creditor Bayview Servicing. A copy of the Order attached to the Motion is available for free at: http://bankrupt.com/misc/VALERIY_ROMANCHENKO_202_Sales.pdf About Valeriy Romanchenko Valeriy Romanchenko and Natalya Romanchenko sought Chapter 11 protection (Bankr. D. Nev. Case No. 12-19089) on Aug. 3, 2012. Thomas E. Crowe Professional Law Corporation, led by principal Thomas E. Crowe, serves as counsel to the Debtors. The Debtors' Chapter 11 Plan was confirmed on July 3, 2013. VIRGIN ISLANDS PA: S&P Affirms B+ Rating on Marine Bonds -------------------------------------------------------- S&P Global Ratings affirmed its 'B+' underlying rating (SPUR) on the Virgin Islands Port Authority's (VIPA) marine revenue bonds. At the same time, S&P Global Ratings removed the rating from CreditWatch, where it had been placed with negative implications Sept. 20, 2017. The outlook is negative. S&P bases the affirmation and removal from CreditWatch on the application of our updated rating criteria, "U.S. And Canadian Not-For-Profit Transportation Infrastructure Enterprises: Methodologies And Assumptions", published March 12, 2018. The rating reflects a vulnerable enterprise risk and financial risk profile. "The rating reflects our view of the port's weakened business prospects in the aftermath of two severe hurricanes that struck the U.S. Virgin Islands in late 2017," said S&P Global Ratings credit analyst Todd Spence. "We believe VIPA's finances are vulnerable given the port's reliance on revenue related to cruise ships," Mr. Spence added. Although the port has financial resources to mitigate some of the storms' damage, the severity and duration of the effects are unknown and some will be outside of management control. VIPA projects to be in compliance with indenture requirements and will be making debt service and operation and maintenance (O&M) payments with a combination of revenues from ongoing operations and insurance proceeds. There is uncertainty related to levels of revenue the port will generate compared with historical levels. S&P will continue to monitor financial performance based on actual results when information is available. In addition, S&P will evaluate management's budget and financial forecast as it becomes available. The negative outlook reflects the significantly lower activity levels at the port following the hurricanes in 2017 and reliance on cash and insurance proceeds rather than recurring revenues to meet required debt service and O&M payments. S&P said, "We could revise the outlook to stable or raise the rating if VIPA is able to generate significant progress toward structural balance, meeting all debt service and O&M requirements without the use of cash or insurance proceeds and if we believe such levels are sustainable. "We could lower the rating if activity levels remain significantly below historical levels and the authority continues to operate with debt service coverage below sufficiency, relying on cash and available insurance proceeds to meet requirements." WALHOF PROPERTIES: Case Summary & 3 Unsecured Creditors ------------------------------------------------------- Debtor: Walhof Properties, LLC 1111 Ritz Carlton Dr., #1204 Sarasota, FL 34236 Business Description: Walhof Properties, LLC filed as a Florida Limited Liability in the State of Florida on Jan. 26, 2018. Walhof & Co. Mergers and Acquisitions, LLC owns 99% stake in the company. Chapter 11 Petition Date: July 2, 2018 Case No.: 18-05531 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Benjamin G. Martin, Esq. LAW OFFICES OF BENJAMIN MARTIN 1620 Main Street, Suite 1 Sarasota, FL 34236 Tel: 941-951-6166 Fax: 941-951-2076 E-mail: skipmartin@verizon.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christiaan Walhof, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-05531.pdf WALKING COMPANY: Exits Chapter 11 Bankruptcy -------------------------------------------- The Walking Company Holdings, Inc., announced June 29, 2018, it has emerged from Chapter 11. "We are very pleased to have finalized this process. The reorganization has positioned our company for long-term success," said Andrew Feshbach, CEO at The Walking Company. "We are excited to now focus on all of our growth initiatives for The Walking Company and ABEO footwear brand." The new shareholders of The Walking Company have a long relationship with the management team, ensuring a smooth transition, as well as an appreciation for the opportunities in the comfort shoe industry and future growth potential of the ABEO brand. The new $10 million-plus of equity, along with support from an enhanced financing package from Wells Fargo will provide The Walking Company with sufficient capital to achieve its long-term growth objectives. "I want to thank our vendor partners, landlords, stakeholders, financial partners, and business professionals for their continued support throughout this process," Feshbach continued. "I also want to thank our dedicated employees, who have remained focused on driving our business objectives." As reported by the Troubled Company Reporter, U.S. Bankruptcy Judge Laurie Selber Silverstein confirmed the Chapter 11 plan of reorganization of The Walking Company, wrapping up its bankruptcy case a little more than three months after it was filed. According to a Law360 report, during a confirmation hearing in Wilmington, Judge Silverstein said the proposed plan satisfied the requirements of the Bankruptcy Code and that there were no outstanding objections to confirmation. "I find that the plan meets the confirmation standards of Section 1129," Judge Silverstein said. As reported by the TCR, The Walking Company Holdings, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware their first amended disclosure statement in support of their first amended joint plan of reorganization dated April 17, 2018. Under the latest plan, all of the outstanding equity interests in the Parent will be extinguished. The Plan Sponsors will provide a $10.2 million Consideration in Cash on the Effective Date and will be issued all of the New Common Stock of the Reorganized Parent, subject to dilution resulting from New Common Stock that may be issued to applicable Prepetition Subordinated Noteholders upon their exercise of the New Warrants. The New Warrants may be exercised for shares of New Common Stock initially representing in the aggregate 7.5% of the New Common Stock. On and after the Effective Date, the Reorganized Subsidiaries will continue to be wholly-owned subsidiaries of the Reorganized Parent. The Reorganized Debtors will continue to operate post-confirmation in the ordinary course of business, using cash generated by the business and proceeds from a $57.25 million secured Exit Facility. All Allowed Administrative Claims, DIP Facility Claims, Priority Tax Claims, Priority Non-Tax Claims, and Prepetition Secured Loan Agreement Claims (to the extent not previously satisfied) will be paid in full. Allowed Other Secured Claims will be paid in full or rendered Unimpaired. All Intercompany Claims will be canceled and extinguished under the Plan. With respect to the Prepetition Subordinated Notes Claims, such Secured Claims will be amended, with the maturity date extended three years (until March 31, 2022) and with unpaid interest and fees due as of the Effective Date capitalized into the principal. The Prepetition Subordinated Noteholders will also receive New Warrants, to purchase up to an aggregate of 7.5% of the outstanding New Common Stock on a fully diluted basis. With respect to all General Unsecured Claims, each holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the GUC Fund -- a $2.55 million fund. The Debtors estimate that general unsecured creditors will receive a recovery of approximately 18.8% - 22% under the Plan, based on various assumptions. Distributions under the Plan will be made from the proceeds of the Exit Facility, the Consideration, and cash from operations. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/deb18-10474-240.pdf A full-text copy of the First Amended Joint Plan of Reorganization is available at: http://bankrupt.com/misc/deb18-10474-239.pdf About The Walking Company The Walking Company is the leading national specialty retailer of high-quality, technically designed comfort footwear and accessories, and offers a selection of premium comfort brands including ABEO, Dansko, ECCO, Taos, and more. The Walking Company operates 208 stores in premium malls across the nation and the company's website http://www.thewalkingcompany.com/ On March 6, 2018, The Walking Company Holdings, Inc., along with affiliates The Walking Company, Big Dog USA, Inc., and FootStmart, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The cases are pending joint administration before the Honorable Laurie Selber Silverstein. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Consensus Advisory Services LLC is the financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent. Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to the Prepetition Subordinated Creditors. WIS HOLDING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Lead Debtor: WIS Holding Company, Inc. 9265 Sky Park Court, Suite 100 San Diego, CA 92123 Type of Business: WIS Holding Company and its subsidiaries were in the business of providing outsourced inventory verification services and retail merchandising services throughout the United States and internationally. The Debtors provided physical inventory verification for retail customers in order to manage and deter inventory shrinkage and to comply with annual GAAP audit requirements necessitating physical verification. They historically provided those services to a diverse customer base, including large retailers such as Walmart. As of Jan. 1, 2017, the Debtors operated out of 189 offices in 42 U.S. States and nine Canadian provinces. Debtor WIS Holding Company is the ultimate parent of the remaining Debtors. The Debtors closed the sale of substantially all of their assets to Retail Services WIS, Corporation on June 8, 2017. Chapter 11 Petition Date: July 2, 2018 Affiliated companies that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- WIS Holding Company, Inc. 18-11579 WIS Holdings Corp. 18-11580 Washington Inventory Service 18-11581 Western Inventory Service, Inc. 18-11582 WIS International, Inc. 18-11583 Service Support International, Inc. 18-11584 Labor Support International, Inc. 18-11585 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Jeremy W. Ryan, Esq. Stephen R. McNeill, Esq. Ryan D. Slaugh, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, Sixth Floor P.O. Box 951 Wilmington, Delaware 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 E-mail: jryan@potteranderson.com rmcneill@potteranderson.com rslaugh@potterandercon.com Debtors' Notice & Claims Agent: JND CORPORATE RESTRUCTURING Website: http://www.jndla.com/cases/wisholdingcompany WIS Holding Company's Estimated Assets: $0 to $50,000 WIS Holding Company's Estimated Liabilities: $100 million to $500 million The petitions were signed by Timothy J. Bernlohr, chairman. A full-text copy of WIS Holdings' petition is available for free at http://bankrupt.com/misc/deb18-11579.pdf List of WIS Holdings' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Thomas C. Compogiannis Bank Loan $123,948,666 c/o Retail Services WIS, Corporation 9265 Sky Park Court, Suite 100 San Diego, CA 92123 Fax: 858-492-2751 Email: tcompogiannis@wisintl.com Michael P. Luchansky Deferred $656,293 c/o Retail Services Compensation WIS Corporation 9265 Sky Park Court, Suite 100 San Diego, CA 92123 Fax: 858-492-2751 Email: mluchansky@wisintl.com Thomas C. Compogiannis Deferred $386,366 c/o Retail Services WIS, Compensation Corporation 9265 Sky Park Court, Suite 100 San Diego, CA 92123 Fax: 858-492-2751 Email: tcompogiannis@wisintl.com Dan A. Nelson Deferred $269,510 c/o Retail Services Compensation WIS, Corporation 9265 Sky Part Court, Suite 100 San Diego, CA 92123 Fax: 858-492-2751 Email: dnelson@wisintl.com Thomas A. Deane Deferred $202,095 Email: tdeane@wisintl.com Compensation Stanley R. Evans Deferred $114,767 Email: sevans@wisintl.com Compensation James R. Rose Deferred $112,440 Email: jrose@wisintl.com Compensation William D. Fleet Deferred $88,598 Compensation Phillip L. Bearman Deferred $86,295 Email: pbearman@wisintl.com Compensation Christopher Forsberg Deferred $82,759 Email: cforsberg@wisintl.com Compensation Todd T. Oberman Deferred $50,795 Email: toberman@wisintl.com Compensation John M. Hall Deferred $13,172 Email: jhall@wisintl.com Compensation Barran Liebman Professional $7,315 Email: jrobertson@barran.com Services Ted Smykla Deferred $4,889 Email: tsmykla@wisintl.com Compensation Larry Wagner Deferred $3,485 Email: lwagner@wisintl.com Compensation Alabama Department of Revenue Tax $0 Email: webmaster@revenue.alabama.gob Alaska Department of Revenue Tax $0 Email: sheldon.fisher@alaska.gov Amie Marshall Litigation $0 Arizona Corp. Commission Tax $0 Email: legaldiv@azcc.gov Richard Chard Hose Litigation $0 Email: jkonecky@schneiderwallace.com WIS HOLDING: Files for Chapter 11 to Complete Liquidation --------------------------------------------------------- WIS Holding Company, Inc., which provided inventory counting services for large retailers before selling the business to Centre Lane Partners, filed on July 2, 2018, a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code for an orderly liquidation of their assets. As of the bankruptcy filing date, WIS Holding Company and its subsidiaries had no ongoing operations or employees. In June 2017, WIS Holding Company sold substantially all of its assets to Retail Services WIS, Corporation, which is sponsored by Centre Lane Partners. Retail Services WIS, Corporation and its subsidiaries operating under the Washington Inventory Services trade name did not file for bankruptcy and are not debtors in the WIS Holding Company bankruptcy cases. Debtors' Business Operations As of Jan. 1, 2017, the Debtors operated out of 189 offices in 42 U.S. states and nine Canadian provinces. The Debtors were in the business of providing outsourced inventory verification services and retail merchandising services throughout the United States and internationally. The Debtors provided physical inventory verification for retail customers in order to manage and deter inventory shrinkage and to comply with annual GAAP audit requirements necessitating physical verification. They historically provided such services to a diverse customer base, including large retailers such as Walmart. As one of only two providers with a global platform, the Debtors completed more than 200,000 inventory counts annually. Sale Process After defaulting on their obligations under a First Lien Credit Agreement, dated as of December 20, 2012, by and among, WIS, as Borrower, Western Inventory Service Ltd., as Canadian Borrower, Antares Capital LP, as US Agent and Canadian Agent and the financial institutions from time to time party thereto as lenders (as amended, restated, supplemented or modified from time to time, the "First Lien Agreement"), the Debtors' (other than Western, who was not a guarantor of the First Lien Agreement) obligations under the First Lien Agreement became immediately due and payable. As a result of the default, Antares Capital LP, the First Lien Agent, elected to pursue a foreclosure sale under section 9-610 of the Uniform Commercial Code. The Debtors subsequently determined that cooperating with the foreclosure sale process was in their best interests and in the best interests of their creditors. Ultimately, the Debtors and the First Lien Agent agreed to sell the Debtors' assets to Retail Services WIS, Corporation ("RSWIS"), a Delaware corporation sponsored by Centre Lane Partners, LLC. The assets sold at the foreclosure sale included both assets encumbered by the First Lien Agreement as well as certain unencumbered assets of the Debtors. These assets, collectively, constituted substantially all the assets of the Debtors. To effectuate the foreclosure sale, the Debtors, the First Lien Agent, and RSWIS entered into that certain Foreclosure Sale and Asset Purchase Agreement dated as of June 8, 2017, for the purchase of the all right, title and interest in, to or under all of the properties and assets of the Debtors (other than the Excluded Assets as defined in the Asset Purchase Agreement) of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, owned, leased, licensed, used or held for use in or relating to the Business (as more fully defined in the Asset Purchase Agreement as the Purchased including, among other obligations, (a) liabilities related to the Assigned Contracts (as defined in the Asset Purchase Agreement), (b) taxes of the Debtors' foreign subsidiaries, (c) the Debtors' accounts payable, and (d) all intercompany debt. The purchase price was allocated $221,330,504.81 for the assets encumbered by the First Lien Agreement and $1 million to unencumbered assets. The sale to RSWIS closed on June 8, 2017. At that time, the Debtors' assets (other than the Excluded Assets), liabilities (other than the Excluded Liabilities) and operations were transferred to RSWIS. As a result, the Debtors have no remaining employees and I am the sole remaining director of each of the Debtors. The Excluded Assets included (a) all tax refunds arising from the operation of the Debtors' businesses prior to Closing, (b) rights under the Debtors' D&O insurance policy and the proceeds thereof; (c) claims and causes of action against the First Lien Agent and its representatives, (d) Retained Restricted Cash, (e) retainers paid by the Debtors for professional services that were held by a professional prior to Closing, and (f) all rights of the Debtors under the Asset Purchase Agreement, The Excluded Liabilities include (a) taxes arising from the ownership or operation of the business prior to Closing, (b) liabilities for breach of any Assigned Contract prior to Closing, (c) debt (other than intercompany debt) arising on or prior to Closing, (d) liabilities related to litigation involving the Debtors that existed as of Closing, and (e) liabilities with respect to any of the Debtors' deferred compensation arrangements. Since Closing, the Debtors and RSWIS have been operating under that the transition services provision of the Asset Purchase Agreement, which requires RSWIS to reasonably cooperate with the Debtors to determine the extent of transition services needed by the Debtors, including services necessary to facilitate the winding up of the Debtors' businesses. As of the Petition Date, the Debtors have approximately $2 million in cash as well as another approximately $2 million in assets held in a "Rabbi Trust". The Rabbi Trust agreement, which initially established a trust for the benefit of certain of the Debtors' former executives, provides that the assets of the trust remain subject to the claims of the Debtors' creditors in the event of an insolvency. Shortly after the Petition Date, the Debtors will be seeking an order requiring the trustee, Delaware Charter Guarantee & Trust Company d/b/a Principal Trust Company to turnover the assets of the Rabbi Trust to the Debtors' estates for distribution to unsecured creditors. Circumstances Leading to Debtors' Bankruptcy On Dec. 4, 2014, certain of the Debtors' then-current and former employees filed a class action in the Southern District of California asserting claims under the Fair Labor Standards Act ("FLSA"). In Case No. 14-cv-02869-WQH-AGS, Richard Hose, on behalf of himself and all other similarly situated plaintiffs (the "California Action"), asserts that the Debtors violated FLSA by failing to compensate certain of the Debtors' employees for "off-the-clock" work, which if properly paid, would have required the Debtors to pay overtime to those employees for many workweeks. Mr. Hose further alleges that as a result of this unpaid work, he and other employees were regularly paid below the applicable federal minimum wage using an effective hourly rate calculation. Following Closing, Mr. Hose amended the Complaint to add RSWIS and Centre Lane as additional defendants in the California Action. The Court in the California Action has conditionally certified a collective action. WIS, however, filed a motion to compel arbitration, asserting that any employee who signed an arbitration agreement should not be entitled to litigate in federal court, but rather should be required to proceed individually pursuant to the applicable arbitration agreement. The Court granted WIS's motion to compel arbitration as to the vast majority of those in the class, and now nearly 14,000 plaintiffs are eligible to proceed with individual arbitrations in that action. On Jan. 17, 2018, Monica Arispe, a former employee of the Debtors in the Superior Court for the State of California for the County of Riverside filed a complaint against the Debtors under the Private Attorney General Act of 2004 (PAGA"), which is a California state labor law (the "Arispe Action"). Another PAGA complaint was filed by Sierra Kansas, on behalf of herself, all others similarly situated, and the general public in the Superior Court of the State of California in and for the County of Stanislaus by (the "Kangas Action"), The Kangas Action was filed on January 31, 2018. On June 22, 2018, the PAGA Action was abated pending resolution of the Arispe Action. Collectively, the foregoing litigation claims, as well as other assorted litigation against the Debtors have diminished the Debtors' limited remaining funds and has made it impossible for the Debtors to wind-down in a state law dissolution proceeding without the benefits afforded by the automatic stay. Accordingly, the Debtors have elected to commence the Chapter 11 Cases to quickly identify the universe of creditors with claims against them and then distribute their remaining assets to those creditors on a pro rata basis. Debtors' Prepetition Indebtedness Certain of the Debtors' obligations were satisfied in connection with the Closing, including their accounts payable and their obligations under the First Lien Agreement. Other than the litigation claims identified above, the primary claims remaining against the Debtors' estates are potential income tax claims related to the pre-Closing period, the Parent, as Borrowers, Cortland Capital Market Services LLC, as Agent and the Lenders from time to time Party Thereto, dated December 20, 2012. The remaining Debtors, other than Western are guarantors of the debt owed by WIS under the Second Lien Agreement. As of June 27, 2018, the remaining balance on the under the Second Lien Agreement was $123,770,584, consisting of $100,000,000 in principle and $23,770,584 in unpaid interest. Restructuring Strategy The Debtors seek to effectuate a liquidation of their remaining assets and to wind-down their businesses in a responsible way. With the litigation against the Debtors halted by the automatic stay, the Debtors' limited remaining assets will be preserved for the benefit of all their creditors. Moreover, because the majority of the Debtors' creditors hold contingent, unliquidated or disputed claims, the Debtors intend to file a motion to set a bar date shortly after the commencement of these bankruptcy cases to identify and quantify the universe of claims that will be asserted against the Debtors' estates, the Debtors also intend to quickly seek an order from the Court requiring the trustee of the Rabbi Trust to turnover the trust's assets for the benefit of the Debtors' creditors. Once the bar date has passed and the Rabbi Trust assets have been returned to the Debtors, the Debtors intend to propose a plan of liquidation that will provide for a distribution of their remaining assets to their creditors, followed by a dissolution of each of the Debtors in accordance with applicable law. A copy of the affidavit explaining the Chapter 11 filing is available at: http://bankrupt.com/misc/WIS_H_4_1st_Day_Affidavit.pdf About WIS Holding WIS Holding Company and its subsidiaries were in the business of providing outsourced inventory verification services and retail merchandising services throughout the United States and internationally. They provided physical inventory verification for retail customers in order to manage and deter inventory shrinkage and to comply with annual GAAP audit requirements necessitating physical verification. They historically provided those services to a diverse customer base, including large retailers such as Walmart. As of Jan. 1, 2017, the Debtors operated out of 189 offices in 42 U.S. States and nine Canadian provinces. The Debtors closed the sale of substantially all of their assets to Retail Services WIS, Corporation on June 8, 2017. On July 2, 2018, WIS Holding Company, Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' bankruptcy cases are pending joint administration under Bankr. D. Del. Case No. 18-11579 and are pending before the Honorable Christopher S. Sontchi. The Debtors tapped POTTER ANDERSON & CORROON LLP as counsel; and JND CORPORATE RESTRUCTURING as claims agent. WISEWEAR CORP: CarePredict Buying Intellectual Property for $110K ----------------------------------------------------------------- WiseWear Corp. asks the US Bankruptcy Court for the Western District of Texas to authorize the sale of intellectual property to CarePredict for $110,000. Heritage Global Partners marketed the Debtor's Intellectual Property and held an auction for the Intellectual Property on May 22, 2018. Two competing bids for the amount of $100,000 were received at the auction. Therefore, Heritage held a run off bid by telephone on May 31, 2018. The winning bid resulted in the Intellectual Property being sold for $110,000 to CarePredict, which is also the new employer of WiseWear's former president Gerry Wilmink. The "runner up" bidder was IP Valuation Partners, which is patent investment company that is unrelated to CarePredict. The net proceeds to the estate are estimated to be $102,909. The Debtor asks that the Court authorizes sale of the Intellectual Property to the Purchaser free and clear of all interests to CarePredict. The sale price of the Property from the auction is $110,000 and the broker is entitled to a buyer's premium of $11,000 making the total amount received from the sale $121,000. The estimated payouts from the purchase price are: (i) $11,000 buyer's premium to Heritage; (ii) $7,090 reimbursement of expenses to Heritage per the auction agreement; and (iii) $102,909 for the estate. Under these conditions, the Debtor contends the sale is in the best interest of the estate and its creditors and should be approved. About Wisewear Corp. Wisewear Corp. -- https://www.wisewear.com/ -- specializes in the design, creation, and manufacturing of smart, connected, and beautiful internet of things (IoT) products for consumer, military, and medical applications. WiseWear "fuses fashion with threads of technology" by seamlessly integrating proprietary biosensing and wireless communication technologies into everyday items like jewelry. The Company's device connects to users' phone that enables to receive real-time mobile notifications and updates on users activity performance throughout the day. The WiseWear headquarters is located in the heart of the medical district in San Antonio, Texas. Wisewear Corp. sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 18-50403) on Feb. 28, 2018. In the petition signed by Gerald Wilmink, president/CEO, the Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The case is assigned to Judge Ronald B. King. The Debtor tapped Ronald J. Smeberg, Esq., at The Smeberg Law Firm, as counsel. Heritage Global Partners and WFS, Inc., doing business as Tranzon Asset Strategies, serve as auctioneers. WIT'S END RANCH: IH Holdings Buying Denver Property for $3.7M ------------------------------------------------------------- Wit's End Ranch Retreat, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of the real property commonly known as 3206 Osage Street, Denver, Colorado to IH Holdings Twelve, LLC, for $3.7 million. The Debtor is a single member Colorado LLC which owns two investment properties in Colorado; the Osage Property, and the real property commonly known as 254 and 290 CR 500, the Wit's End Ranch, Bayfield, Colorado. On March 16, 2018, the Debtor filed its First Sale Motion for the Osage Property. No objections to the First Sale Motion having been filed with the Court, on March 28, 2018, the Court entered its Order Approving Sale and Notice Procedures for such Sale. The highest and best offer the Debtor obtained for the Osage Property was from its stalking horse bidder, Magnetic Capital, LLC ("MCL"), for the cash price of $3,465,000, which the Debtor accepted. On April 25, 2018, the Debtor filed its Motion to Enter Sale Order on the Stalking Horse Bid. On May 3, 2108, it filed and served on notice its Motion to Approve Payment of Sale Proceeds to Buechler & Garber LLC ("B&G Payment Motion"). The B&G Payment Motion sought approval of payment to B&G of $15,000 from the sale proceeds from the sale of the Osage Property. On May 23, 2018, the Court entered its Order approving relief sought in the B&G Payment Motion. On May 4, 2018, the Court entered the MCL Sale Order. The MCL Sale Order approved the sale of the Osage Property to MCL pursuant to the subject Buy and Sell Agreement between the Debtor and MCL. It also approved the rejection of all leases and contract associated with the Osage Property. During the due diligence period provided for in the MCL Sale Contact, MCL sought an extension of the closing deadline in order to obtain funding for the purchase of the Osage Property. In addition, it asserted that certain work was required at the Osage Property and sought a substantial reduction of the purchase price for the Osage Property, offering to pay $1.65 million for the Osage Property. While the events with MCL were unfolding, the Debtor received an offer from IH to purchase the Osage Property for $3.7 million. In accordance with the terms of the MCL Sale Contract, the Debtor has terminated the MCL Sale Contact on, among other grounds, that MCL is refusing to close for the $3,465,000 provided for in the MCL Sale Contract. The Debtor desires to pursue the sale of the Osage Property to IH. A review of the security interests currently encumbering the Osage Property is generally set forth as follows: a. A first Deed of Trust to secure a loan made by 1st Creek Properties, LLC, secured by both the Osage Property and Ranch Property. 1st Creek asserts an amount owed on the Petition Date of $3,527,649. b. A second Deed of Trust to secure a loan held by Hisako Y. Jordan. The Deed of Trust encumbers the Osage Property. The amount outstanding on the loan as of the Petition Date is approximately $120,553. The pertinent terms of the IH Sale Contract are: a. The purchase price is $3.7 million. b. The earnest money deposit provided to the title company by IH is $100,000. c. IH is purchasing the Osage Property including all personal property associated therewith. d. IH is paying for the appraisal, the title insurance, the survey, and environment inspection report. e. The parties split 50% each any water transfer fee. f. The Debtor has until August 31, 2018 to obtain court approval of the IH Sale Contract. g. The IH Sale Contract is subject to Bankruptcy Court Approval. h. The closing will close the later of 60 days after the mutual execution of contract of sever days after court approval of the IH Sale Contact. i. All leases and contacts related to the Osage Property will be deemed rejected pursuant to the MCL Sale Order. j. The Buyer's broker will be paid 4% at the closing. A copy of the IH Sale Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Wits_End_175_Sales.pdf The Debtor is asking authorization to sell the Osage Property free and clear of liens, claims and encumbrances and other interests. At the closing, the Debtor is asking authority to pay Pinnacle Real Estate Advisors its buyer's agent commission of 4%. Pinnacle is the buyer's broker, and therefore has not been retained by the bankruptcy estate. Pinnacle, its brokers, agents and employees do not have any relationship with the Debtor or the bankruptcy estate and are a disinterred third party. Under the IH Sale Contact, Pinnacle is to be paid a 4% commission, or $148,000 Pinnacle is seeking such commission for having located and presented the IH Sale Contact to the bankruptcy estate. At the closing, the B&G Payment will be authorized and paid. A motion approving the B&G Payment was already sent out on notice to parties in interest with no objections having been lodged. The Debtor did not need to retain a real estate agent for the sale of the Osage Property given the significant interest that has been expressed in the Osage Property through the market place merely through parties learning through the Debtor or otherwise that the Osage Property is for sale. At closing, the Debtor would pay all customary closing cost, in an amount to be determined. The balance of the proceeds from the sale of the Osage Property would be paid to the secured creditors in the order of their priority. About Wit's End Ranch Retreat Wit's End Ranch Retreat, LLC, is a single member Colorado LLC which owns two investment properties in Colorado: the real property commonly known as 3206 Osage Street, Denver, Colorado, and the real property commonly known as 254 and 290 CR 500, the Wit's End Ranch, Bayfield, Colorado. Glenn, Colorado-based Wit's End Ranch Retreat sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25, 2017, estimating under $1 million in both assets and liabilities. Judge Joseph G. Rosania Jr. presides over the case. The Debtor hired Buechler & Garber, LLC, as bankruptcy counsel, and Carolin Topelson Law, LLC, as special counsel. WOODBRIDGE GROUP: Ciardi Represents Margaret Rae Elson, 5 Others ---------------------------------------------------------------- Ciardi Ciardi & Astin on June 12, 2018, submitted a verified statement pursuant to Federal Rule of Bankruptcy Procedure 2019 concerning the creditors currently represented by the firm in the Chapter 11 cases of Woodbridge Group of Companies, LLC, et al.: (a) Robert J. Elson as Agent for the Margaret Rae Elson Irrevocable Trust, 170 North lake Avenue, Apt. 102, Pasadena, CA 91104; * The Margaret Rae Elson Irrevocable Trust is a noteholder creditor for $75,000.00; (b) Nancy and Andrew Washor 12029 Eagle Trace Coral Springs, FL 33071; * Mr. & Mrs. Washor are noteholder creditors for $237,599.32; (c) The Potterton Irrevocable Trust (Van Potterton, Trustee) 296 Brunner Street Greeneville, TN 37745; * The Potterton Irrevocable Trust is a noteholder creditor for $414,574.14; (d) Laura L. Blair 8050 East Highway 106 Union, WA 98592; * Laura L. Blair is a noteholder creditor for $115,076.16; (e) Roland Davis Dears and Nora Gomez-Dears 9419 Whooping Crane Way Naples, FL 34120 * Roland Davis Dears and Nora Gomez-Dears are noteholder creditors for $25,083.16; (f) Louis Ferrari and Janis Ferrari 12 Chateau Place San Rafael, CA 94901 * Louis Ferrari and Janis Ferrari are noteholder creditors for $459,690.07; (g) Christopher M. Books and Ann M. Books 7450 Cameron Drive Larkspur, CO 80118 * Christopher M. Books and Ann M. Books are noteholder creditors for $301,582.35. Ciardi was retained to represent the Margaret Rae Elson Irrevocable Trust in connection with the Chapter 11 cases on Feb. 15, 2018. Ciardi was retained to represent the Washors in connection with the cases on March 11, 2018. The firm was retained to represent Mr. Potterton on April 4, 2018. It was retained to represent Ms. Blair on April 11; Mr. and Mrs. Ferrari on April 26; Mr. and Mrs. Dears on April 22; and Mr. and Mrs. Books on May 31. The firm can be reached at: Daniel K. Astin, Esq. John D. McLaughlin, Jr., Esq. Joseph J. McMahon, Jr., Esq. CIARDI CIARDI & ASTIN 1204 N. King Street Wilmington, DE 19801 Tel: (302) 384-9545 Fax: (302) 658-1300 E-mail: jmclaughlin@ciardilaw.com 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. On Dec. 4, 2017, Woodbridge Group of Companies, LLC and 278 affiliated entities filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12560), intending to implement a debt recapitalization intended to restructure its $750 million in debt. On Feb. 9, March 9, March 23, and March 27 additional affiliates (27 in total) commenced Chapter 11 cases. The Chapter 11 cases are being jointly administered. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. Judge Kevin J. Carey presides over the case. Klee, Tuchin, Bogdanoff & Stern LLP, has been serving as the debtors' bankruptcy counsel since Feb. 14, 2018. Gibson, Dunn & Crutcher, LLP, was the debtors' legal counsel before the New Board selected a new bankruptcy counsel for the debtors pursuant to the Jan. 23, 2018 Settlement Order. Young Conaway Stargatt & Taylor, LLP, serves as the Debtors' local counsel. Homer Bonner Jacobs, PA, is the special counsel, Province, Inc., is the expert consultant, and Moelis & Company is the investment banker. Development Specialists, Inc., is the debtors' restructuring advisors, and has provided the services of Bradley D. Sharp as the chief restructuring officer of the Debtors. Before the selection of DSI, SierraConstellation Partners provided the services of Lawrence R. Perkins as CRO. Garden City Group, LLC, is the Debtors' claims and noticing agent. 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. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. Drinker Biddle & Reath LLP is serving as counsel to the Ad Hoc Noteholder Group, and Conway Mackenzie, Inc., and Dundon Advisers LLC are the Group's financial advisors. Venable LLP is counsel to Ad Hoc Unitholder Group. WOODBRIDGE GROUP: Jones Waldo, WBD Represent Utah Noteholders ------------------------------------------------------------- Jones, Waldo, Holbrook & McDonough, PC and Womble Bond Dickinson (US) LLP submitted on June 15, 2018, a second verified statement, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, in connection with the firms' representation in Woodbridge Group of Companies LLC et al.'s bankruptcy cases of the Utah Noteholder Group, comprised of certain holders of promissory notes of Woodbridge Mortgage Investment Fund entities and affiliates. The Utah Noteholder Group was formed as of Jan. 12, 2018, and has elected to engage Jones Waldo and WBD to represent the interests of the group in connection with the bankruptcy cases. Pursuant to Bankruptcy Rule 2019, the names and addresses for each member of the Utah Noteholder Group, as well as a description of the nature and amount of each member's disclosable economic interest held in relation to the Debtors as of June 15, 2018, are as follows: Owner of Note & Address Note Amount ----------------------- ----------- Kevin Allred & Mechel Allred $200,000 3246 N. 425 W. Lehi, UT 84043 Dixie Downs Resort, Inc. $30,000 (Maryann Allred) 1225 N. Dixie Downs Rd., #184 St. George, UT 84770 Aaron Andrew $75,000 2285 E. New Bladwin Ln. Holladay, UT 84117 The West Coast Pharmaceutical Inc. $50,000 Anthony Barrack 15529 Broad Oaks Road El Cajon, CA 92021 Nasim Barrack $50,000 27544 Mountain Meadow Rd. Escondido, CA 92026 Raffie S. Bezdjian & Andralynn O. Bezdjian $50,000 3320 Oakwood Street Salt Lake City, UT 84109 IRA Services Trust Company, $47,000 CFBO Dan Binkerd (Dan Binkerd) 4065 East 4475 North Liberty, UT 84310 Provident Trust Group FBO, Michael Binkerd IRA (Michael Binkerd) $1,064,100 96 Sand Creek Cathedral City, CA 9234 Zack D. Bomsta $250,000 1196 North 1450 West Provo, UT 84604 Provident Trust Group FBO John Chatham IRA (John Chatham) $100,000 327 N. Boston Dr., North Salt Lake, UT 84010 Clark Choi (Injoon Choi) $50,000 400 N. Acacia Ave., #B-23 Fullerton, CA 92831 Provident Trust Group FBO Doug Chun IRA (Doug Chun) $531,200 1367 Stemel Way Milpitas, CA 95035 Provident Trust Group $187,100 FBO Cynthia Chun IRA (Cynthia Chun) 1367 Stemel Way Milpitas, CA 95035 Madeline Clark $100,000 10580 S. Featherwood Dr. South Jordan, UT 84095 Provident Trust Group FBO Doug Clark IRA (Doug & Lisa Clark) $308,000 11622 Pincian Way Santa Ana, CA 92705 Coltrin Brothers, LLC (David Coltrin) $200,000 1 Lockheed Blvd., #7010 Fort Worth, TX 76108 Karen Conmy Provident Trust Group FBO Karen Conmy, IRA (Karen Conmy) $127,700 3400 Egerer Pl. Fullerton, CA 92835 Randall Crump and Edette Crump $50,000 8588 South 1330 West West Jordan, UT 84088 Provident Trust Group FBO Clyde Done IRA (Clyde Done) $610,000 1946 Wagstaff Dr. Salt Lake City, UT 84117 Richard Doss $60,000 14 Trailwood Rd. Rancho Santa Margarita, CA 92688 Richard & Amy Frame $200,000 7998 Oakledge Rd. Salt Lake City, UT 84121 Provident Trust Group $388,000 FBO Terry Gregory IRA (Terrence Gregory) 4802 Corte De Avellano San Jose, CA 95136 Patrick Haslam & Susan Haslam $100,000 33181 Paseo Molinos San Juan Capistrano, CA 92675 Justin Hellstrom $30,000 2078 Candle Spuce Cove Sandy, UT 84092 Doug Hronek, The Hronek Family Trust (Doug Hronek) $499,700 4315 East Lake Creek Farms Rd. Heber City, UT 84032 Ben & Carol Hullinger $236,000 2 North 1300 East Pleasant Grove, UT 84062 Michel Huwe $50,000 204 Avenue H., Apt. 4 Redondo Beach, CA 90277 Jerald Jacobs $500,000 35 East 100 South #1403 Salt Lake City, UT 84111 Larry Jacobson and Marilyn Jacobson $60,000 1156 North 320 West Logan, UT 84341 James Johnson $1,000,000 9497 South Heather Brae Circle South Jordan, UT 84095 Michal Karpinski $130,000 30042 Mission Blvd., #121 Hayward, CA 94544 Kent & Beverly Kellersberger $123,024 10254 South 1000 West South Jordan, Utah 84095 Provident Trust Group FBO Sharon Kelly IRA (Raymond & Sharon Kelly) 11745 South Jordan $125,000 Farms Road South Jordan, UT 84095 Roger & Linda Ketcheson $100,000 319 North 500 East Orem, UT 84097 Brent R. Laker & Janelle R. Laker $115,000 406 E. Center Genola, UT 84655 Gary Lazar $216,000 1341 Spring Valley Common Livermore, CA 94551 Reagan W. Lee $200,000 945 Taraval Street #208 San Francisco, CA 94116 Eric Luke $50,000 1947 Grand View Dr. Farmington, UT 84025 James Mannino and Elaine Mannino $50,000 8432 Alvarado Drive Huntington Beach, CA 92646 Maribeth Mead $40,000 13217 Manitoba NE Albuquerque, NM 87111 Greg Michaels $100,000 1832 North Shore Drive Hidden Valley Lake, CA 95467 Provident Trust Group FBO Michael Molacek, IRA (Mike Molacek) $526,900 28056 Vernal Way Santa Clarita, CA 91350 The Morrill Family Trust (Gwena & Stan Morrill) $25,000 12971 Green Clover Rd. Draper, UT 84020 Karl Nelson $150,000 1378 West 10690 South South Jordan, UT 84095 Provident Trust Group FBO Michael Oman, IRA (Michael Oman) $79,000 361 West 1950 North Centerville, UT 84014 Mel Oyler $25,000 521 North 1030 East Pleasant Grove, UT 84062 Chintal Patel & Rupal Patel $25,000 1519 Willow Oak Pond Ln, Charlotte, NC 28270 Bruce Pregler 11809 Sierra Highway Santa Clarita, CA 91390 $125,000 Deborah Reynolds $25,000 4812 W. Raphanus South Jordan, UT 84009 Roger Richins Family Trust (Kay Richins) $25,000 2954 East 4800 North Liberty, UT 84310 Kent Rominger, Kent & Mary Sue Rominger, Provident Trust Group FBO Kent Rominger, IRA and ROTH IRA (Kent & Mary Sue Rominger) $798,000 2714 Bridgeport Ave. Cottonwood Heights, UT 84121 Doyle & Marcia Rumsey $50,000 7475 South 35 West Idaho Falls, ID 83402 Vatsa Santhanam $500,000 22465 Linda Ann Court Cupertino, CA 95014 Provident Trust Group FBO Norma Scarlett, IRA (Norma Scarlett) $397,800 20760 Waterford Place Castro Valley, CA 94552 Bradley Sermon $30,000 90969 S. Winthrope Dr. West Jordan, UT 84088 Provident Trust Group, LLC FBO Dale E. Sheppard IRA (Dale E. Sheppard) $76,170 19844 Strathern St., Winnetka, CA 91306 Lenoard Sherman, Lenoard and Donna Sherman $50,000 2668 West 2650 North Clinton, UT 84015 Provident Trust Group, LLC FBO Nancy Snoland IRA (Nancy Snoland) $43,000 691 E. Vine Street #D Murray, UT 84107 Mark Stevens $750,000 5335 Pioneer Ford Rd. Salt Lake City, UT 84108 John Sylvester Family Trust (John Sylvester) $70,000 394 South 1125 West Layton, UT 84041 Brady Teuscher $25,000 1373 South 35 East Farmington, UT 84025 Maung Tin-Wa and Anna Spielvogel $225,000 30 Arroyo Way #2 San Francisco, CA 94127 Sharath Vuppala $100,000 107 Woodcliff Blvd. Morganville, NJ Provident Trust Group FBO Jeffrey Wadman IRA (Jeff & Linda Wadman) $26,000 2546 West 2625 North Farr West, UT 84404 Provident Trust Group FBO Skyler Weeks, IRA, Provident Trust Group FBO Bette J. Weeks IRA, Skyler & Bette J. Weeks $419,700 230 S. Ridgeview Dr. Orem, UT 84058 Alan & Virginia Wheeler $50,000 1394 Avalon Drive Springville, UT 84663 Jeffrey Wolk $400,000 533 Moraga Road, Suite 120 Moraga, CA 94556 Provident Trust Group $210,500 FBO Francis Yeung IRA (Dorothy & Francis Yeung) 728 Humboldt Rd. Brisbane, CA 94005 Attorneys for Utah Noteholder Group: Mark L. Desgrosseilliers, Esq. Ericka F. Johnson, Esq. WOMBLE BOND DICKINSON (US) LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 E-mail: mark.desgrosseilliers@wbd-us.com E-mail: ericka.johnson@wbd-us.com - and - Jeffrey W. Shields, Esq. Paul R. Smith, Esq. JONES WALDO HOLBROOK & McDONOUGH PC 170 South Main Street, Suite 1500 Salt Lake City, UT 84101 Tel: (801) 521-3200 E-mail: jshields@joneswaldo.com psmith@joneswaldo.com 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. On Dec. 4, 2017, Woodbridge Group of Companies, LLC and 278 affiliated entities filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12560), intending to implement a debt recapitalization intended to restructure its $750 million in debt. On Feb. 9, March 9, March 23, and March 27 additional affiliates (27 in total) commenced Chapter 11 cases. The Chapter 11 cases are being jointly administered. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. Judge Kevin J. Carey presides over the case. Klee, Tuchin, Bogdanoff & Stern LLP, has been serving as the debtors' bankruptcy counsel since Feb. 14, 2018. Gibson, Dunn & Crutcher, LLP, was the debtors' legal counsel before the New Board selected a new bankruptcy counsel for the debtors pursuant to the Jan. 23, 2018 Settlement Order. Young Conaway Stargatt & Taylor, LLP, serves as the Debtors' local counsel. Homer Bonner Jacobs, PA, is the special counsel, Province, Inc., is the expert consultant, and Moelis & Company is the investment banker. Development Specialists, Inc., is the debtors' restructuring advisors, and has provided the services of Bradley D. Sharp as the chief restructuring officer of the Debtors. Before the selection of DSI, SierraConstellation Partners provided the services of Lawrence R. Perkins as CRO. Garden City Group, LLC, is the Debtors' claims and noticing agent. 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. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. Drinker Biddle & Reath LLP is serving as counsel to the Ad Hoc Noteholder Group, and Conway Mackenzie, Inc., and Dundon Advisers LLC are the Group's financial advisors. Venable LLP is counsel to Ad Hoc Unitholder Group. [*] Beard Group 25th Annual Distressed Investing Conference Nov. 26 ------------------------------------------------------------------- Conway MacKenzie is the latest sponsor for Beard Group's 2018 Distressed Investing (DI) Conference on Nov. 26, 2018. Conway, a global management consulting and financial advisory firm, joins law firm Foley & Lardner, DSI (Development Specialist Inc.), provider of management consulting and financial advisory services, and Longford Capital, a private investment company, in partnering with the DI Conference, as it marks its Silver (25th) Anniversary this year. This milestone denotes the event as the oldest, influential DI conference in U.S. The day-long program will be held at The Harmonie Club in New York City. All four firms have been supporting the DI Conference in past. For a quarter of a century, the DI Conference's focus has been on "Maximizing Profits in the Distressed Debt Market." The event also serves as a forum for leaders in corporate restructuring, lending and debt and equity investments to gather and discuss the latest topics and trends in the distressed investing industry, as well as exchange ideas about high-profile chapter 11 bankruptcy proceedings and out-of-court restructurings. These are distinguished professionals who place their resources and reputations at risk to produce stellar results by preserving jobs, rebuilding broken businesses, and efficiently redeploying underutilized assets in the marketplace. The conference will also feature: * a luncheon presentation of the Harvey K. Miller Award to Edward I. Altman, Professor of Finance, Emeritus, New York University's Stern School of Business. The award will be presented by last year's winner billionaire Marc Lasry, Altman's former student. * an evening awards dinner recognizing the 2018 Turnarounds & Workouts Outstanding Young Restructuring Lawyers. To register for the one-day conference visit: https://www.distressedinvestingconference.com/ Discounted early registration tickets are now available. To learn how you can be a sponsor and participate in shaping the day-long program, contact: Bernard Tolliver at bernard@beardgroup.com or Tel: (240) 629-3300 x-149 To learn about media sponsorship opportunities to bring your outlet into the view of leaders in corporate restructuring, lending and debt and equity investments, and To expand your network of news sources, contact: Jeff Baxt at jeff@beardgroup.com or (240) 629-3300, ext 150 [*] Claims Trading Report for June 2018 --------------------------------------- About 840 claims changed hands in Chapter 11 cases in the month of June: No. of Claims Chapter 11 Case Traded --------------- ------------- Lehman Brothers Holdings Inc. 582 Westinghouse Electric Company LLC 110 Seadrill Limited and Seadrill Management Ltd. 16 Cascade Acceptance Corporation 10 M & G USA Corporation 10 Health Diagnostic Laboratory, Inc. 10 Woodbridge Group of Companies, LLC 8 Morehead Memorial Hospital 6 Appvion, Inc. 5 GenOn Energy, Inc. 5 Toys 'R' Us, Inc. 5 The Bon-Ton Stores, Inc. 4 The Weinstein Company Holdings LLC 4 CJ Holding Co. 4 Irasel Sand, LLC 4 Vitamin World, Inc. 3 Gregg Appliances, Inc. 3 Cenveo, Inc. 3 Classic Communities Corporation 3 BFW Liquidation, LLC 2 ISC8 Inc. 2 Fresh & Easy, LLC 2 Fallbrook Technologies Inc. 2 Videology, Inc. 2 BCDG, LP 2 Professional Resource Network, Inc. 2 Payless Holdings LLC 2 Elite Designated 2 Carousel of Languages LLC 2 FirstEnergy Solutions Corp. 2 GCM Liquidation Corporation 2 Linn Energy, LLC 2 Charles Street Place, LLC 2 TUCSON ONE, LLC 1 Chrestotes, Inc. 1 General Wireless Operations Inc. 1 TerraVia Holdings, Inc. 1 Mac Holding LLC 1 KIKO USA, Inc. 1 Videology Media Technologies, LLC 1 LMCHH PCP LLC and Louisiana Medical Center 1 Gordmans Stores, Inc. 1 SONSHINE EQUITIES, LLC 1 Cumulus Media Inc. 1 Pittsburgh Athletic Association 1 Sleep Inn Property, LLC 1 Sigels Beverages, L.P. 1 Windmill Run Associates, Ltd. 1 Waller Marine, Inc. 1 Offshore Specialty Fabricators, LLC 1 Alamo Towers - Cotter, LLC 1 The major trade claim purchasers in June are: Banc of America Credit Products, Inc. https://www.bofaml.com/ Attn: Ante Jakic Attn: Ryan Weddle New York, NY 10036 Tel: (646) 855-7450 Email: AnteJakic@baml.com ryan.weddle@baml.com Bradford Capital Holdings, LP http://www.bradfordcapitalmanagement.com/ Attn: Brian Brager Clifton, NJ Tel: (630) 750-6789 Email: bbrager@bradfordcapitalmgmt.com Capital One, N.A. https://www.capitalone.com/ Attn: Robert P. Harvey Edison, NJ Tel: (201) 306-8110 Cedar Glade LP https://www.cedargladecapital.com/ Attn: Robert K. Minkoff New York, NY Tel: (646) 979-4083 Email: rminkoff@cedargladecapital.com Cherokee Debt Acquisition, LLC http://www.cherokeeacq.com/ Attn: Vladimir Jelisavcic New York, NY Tel: (212) 259-4300 Email: info@cherokeeacq.com Fair Harbor Capital, LLC Attn: Frederic Glass Tel: (212) 967-4035 Email: info@fairharborcapital.com Goldman Sachs International Attn: Yugandhar Karna London, United Kingdom Email: gs-sbd-admin-contacts@ny.email.gs.com Hemen Investments Limited Attn: Spyros Episkopou Limassol, Cyprus Tel: +357 25 858321 Owl Creek Investments III, LLC http://www.owlcreekpartners.com Attn: Amit Sinha New York, NY Tel: (212) 688-2550 Email: Asinha@owlcreeklp.com Tannor Partners Credit Fund LLP http://www.tannorpartners.com// Attn: Robert Tannor Rye, NY Tel: (914) 509-5000 Email: management@tannorpartners.com [*] Weil Named Among Top Firms for Restructuring & Insolvency ------------------------------------------------------------- Weil was recently named among the top firms globally for cross-border restructuring and insolvency matters in the 2018 edition of Global Restructuring Review's GRR 30. The Firm earned this distinctive accolade based on its outstanding quality of work, global network and presence, prestigious client list, and excellent track record, among other factors. The publication credited Weil with "birthing the modern-day bankruptcy practice" and emphasized the Firm's leading role in numerous high-profile bankruptcies over the past 50 years, including five of the six largest bankruptcy filings in history and marquee clients such as Lehman Brothers Holdings, General Motors, Enron and WorldCom. The Firm was lauded for its recent representations of Dana Gas, Takata, Westinghouse, and Paragon Offshore, to name a few. The GRR 30 is an annual guide to the world's leading cross-border restructuring and insolvency practices and is an elite selection chosen from the most recent GRR 100. GRR's process for selecting the top restructuring and insolvency practices around the world involved a number of selection criteria, including an in-depth analysis of Firms' top 10 cases from the previous year, as well as the Firm's performance in Who's Who Legal: Restructuring & Insolvency (a guide published by GRR's parent company). ********* 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 ***