/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180817.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, August 17, 2018, Vol. 22, No. 228 Headlines 2745 WEST 16TH STREET: Voluntary Chapter 11 Case Summary ALTA MESA: Incurs $22.5 Million Net Loss in Second Quarter AMBOY GROUP: Exclusive Plan Filing Period Moved to September 21 AMERICANN INC: Incurs $1.28 Million Net Loss in Third Quarter AMGP RESTAURANT: Full Payment for Unsecureds Plus 1.91% Interest ANDREW'S & SON: Court Authorizes Interim Cash Collateral Use APPLIED CLEANTECH: Files Chapter 7 Petition APPVION INC: 2nd Lien Holders File 3rd Amended Statement APPVION INC: Dow Chemical Opposes Admin. Claims Plan Treatment APPVION INC: IRS Objects to Plan on Multiple Tax-Related Issues ARABELLA PETROLEUM: Foley Gardere Submits 3rd Amended Statement ASCENA RETAIL: Bank Debt Trades at 8% Off BAY TERRACE: To Sell Properties to Lender for $5.5MM to Pay Claims BEASLEY MEZZANINE: Moody's Rates $35MM Delayed Draw Term Loan 'B1' BIRCH WOOD: Plan to be Funded from Sale of Vermont Property BLACK RIDGE: Reports Second Quarter Net Loss of $532K BLUE BEE: Authorized to Use Cash Collateral Until October 20 BORINQUEN ANESTHESIA: Unsecureds to be Paid $1,020 at 2% for 5 Yrs. BROOKLYN BUILDINGS: Hires Delbello Donnellan as Attorneys CAMBER ENERGY: Incurs $3.51 Million Net Loss in First Quarter CANTRELL DRUG: Judge Signs Second Interim Cash Collateral Order CARL SCHIRO: Levcor Buying Houston Property for $7.6M CAROL LLOYD: Case Summary & 20 Largest Unsecured Creditors CHINA COMMERCIAL: Delays Second Quarter Financial Report CM RESORT: Voluntary Chapter 11 Case Summary COMSTOCK RESOURCES: Closes Contribution Agreement with Jerry Jones CONFIE SEGUROS II: S&P Lowers ICR to 'CCC', On Watch Developing COPSYNC INC: Lugenbuhl Wheaton Represents Multiple Creditors CORALVILLE CITY: Moody's Withdraws Ba2 Annual Appropriation Rating CP LIQUIDATION: Aug. 30 Auction of 53K Beanie Babies Set CPI CARD: Incurs $16.7 Million Net Loss in Second Quarter CWGS ENTERPRISES: S&P Affirms 'BB-' ICR & Alters Outlook to Neg. DGS REALTY: May Continue Using Cash Collateral Until September 30 DIAMONDBACK ENERGY: S&P Puts 'BB' ICR on CreditWatch Positive DIRECTVIEW HOLDINGS: Posts $24.2 Million Net Income in 2nd Quarter DISASTERS STRATEGIES: May Use $12,000 Cash on Interim Basis DPW HOLDINGS: Delays Q2 Report to Complete Review DPW HOLDINGS: Raises $1 Million in New Debt Financing DREAM MOUNTAIN: Trustee Selling Preston Property for $2.6 Million EASTERN POWER: S&P Affirms 'BB-' Debt Rating, Outlook Stable ECS REFINING: Court Okays Dynamic's Acquisition of Certain Assets ENERGEN CORP: S&P Puts 'BB' Issuer Credit Rating on Watch Positive EVERGREEN PRODUCTS: EGP Buying Interest in Assets for $50K FC GLOBAL: Delays Second Quarter Financial Report FENNER AVENUE: Judge Denies Extension of Exclusive Plan Deadline FIELDPOINT PETROLEUM: Posts $179,000 Net Income in Second Quarter FM 544 PARK VISTA: Shaw Trust Represented by Stromberg Stock FRANKLIN ACQUISITIONS: Interested Purchasers Tap Counsel GIBSON BRANDS: Sets Bidding Procedures for Nashville Property GILBERTO SANCHEZ: Lopez Buying Wetumpka Property for $60K GROM SOCIAL: Reports $1.35 Million Net Loss for Second Quarter HARLAND CLARKE: Bank Debt Trades at 5% Off HELIOS AND MATHESON: Yunxi Deng Acquires 9.3% Stake HOVNANIAN ENTERPRISES: Moody's Affirms Caa1 CFR, Outlook Stable HUMBERTO RAMIREZ: Brother Buyiing San Antonio Property for $728K JDHG LLC: To Pay Unsecureds $2,338 in 60 Monthly Installments JEFE PLOVER: Case Summary & 5 Unsecured Creditors JEREMY BAZAR: Selling Equipment for $19K JONES ENERGY: Forgoes Convertible Preferred Stock Dividend JOSEPH HEATH: Whitford Buying Alexandria Property for $470K JP ADVANCED: U.S. Trustee Unable to Appoint Committee K & D HOSPITALITY: Sale of Non-liquid Assets to Fund Proposed Plan KANSAS INTERNAL: Files Chapter 11 Plan of Liquidation KANTIS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors KYLE HUNT: Kitchens Buying Lascassas Property for $70K L & A AUTOMOTIVE: Unsecureds to be Paid in Full Over 60 Months LAKE BRANCH: Seeks Authority Interim Use of Cash Collateral LAUREATE EDUCATION: S&P Alters Outlook to Pos. & Affirms 'B' ICR LC LIQUIDATIONS: Elements Markets Buying ERCs for $50K LE CENTRE ON FOURTH: May Continue Using Cash on Interim Basis LONGVIEW INTERMEDIATE: Moody's Affirms Caa2 for $314 Secured Loans MACDONALD DETTWILER: Bank Debt Trades at 2% Off MERCY HOSPITAL: Moody's Hikes Rating on $34MM Revenue Bonds to Ba3 MIDWAY OILFIELD: Voluntary Chapter 11 Case Summary MIRAGE DENTAL: Hires Dickensheet as Auctioneer/Liquidator MUSCLEPHARM CORP: Incurs $1.07 Million Net Loss in Second Quarter N & B MANAGEMENT: Trustee Selling Pittsburgh Property for $275K NATURE'S BOUNTY: Bank Debt Trades at 14% Off NAVIENT CORP: S&P Alters Outlook to Stable & Affirms 'BB-' ICR NEIMAN MARCUS: Bank Debt Trades at 10% Off NEWVALTECH INC: Taps Victor Davila as Accountant NINE WEST: Plan Filing Exclusivity Period Extended Until Sept. 14 NJ COMMUNITY SPINE: Sept. 4 Plan Confirmation Hearing NORTHERN POWER: Incurs $1.01 Million Net Loss in Second Quarter PEPPERELL MILLS: Seeks Authority for Further Cash Collateral Use PHILADELPHIA HEALTH: Plan Fund Had $2.1MM at June 30 PRECIPIO INC: Delays Second Quarter Financial Report PRECIPIO INC: Reports Second Quarter Net Loss of $3.16 Million PREFERRED PROVIDERS: Case Summary & 20 Largest Unsecured Creditors PRESSURE BIOSCIENCES: Reports $13.1M Net Loss in Second Quarter PROTEA BIOSCIENCES: Blackwater Buying Assets for $950K PROTECTO HORSE: Gets Interim Nod to Use $42,026 in Cash Collateral PULLARKAT OIL: Sept. 5 Plan Confirmation Hearing RDX TECHNOLOGIES: Ryan Rapp Represents Judgment Creditors REBUILTCARS CORP: Unsecured Claims to Recoup 45% Under Plan RELATIVITY MEDIA: Venable Represents Contract Counterparties RENNOVA HEALTH: Director Lagan Has 6.4% Stake as of March 6 RMH FRANCHISE: Court OKs Key Employee Incentive & Retention Plans RMS TITANIC: Greenberg Traurig Represents Investors ROSETTA GENOMICS: Interpace Diagnostics Acquires Select Assets SKY-SCAN INC: Wants to Employ Medaglia and Co as Accountant SOUTHERN PRODUCE: Ward and Smith Represents Strickland, et al. STEEL DYNAMICS: Moody's Affitms Ba1 CFR & Alters Outlook to Pos. SUNEDISON INC: Teitelbaum Law Represents Two Towns TEMPUS AIRCRAFT: Trustee Selling 9056 Parts to Blums for $500K TEMPUS AIRCRAFT: Trustee Selling Service Center Assets for $850K TEVA PHARMACEUTICAL: Fitch Affirms 'BB' LT IDR, Outlook Negative THX PROPERTIES: Sumeer Buying 86 Denton Lots for $3 Million TOYS R US: Taj Noteholders Disclose $850M in Note Claims TRIBUNE MEDIA: S&P Alters Outlook to Stable & Affirms 'BB-' ICR VISITING NURSE: Case Summary & 20 Largest Unsecured Creditors WACHUSETT VENTURES: New Value Contribution to Fund Latest Plan WJA ASSET: Wants to Use $271K to Get Permits for San Diego Property WOODBRIDGE GROUP: DAG Aspen Buying Carbondale Property for $300K YAKAPUTZ II: Property Sale Proceeds to Pay Creditors Under Plan YOGA80 INC: Seeks Authority to Use Cash Collateral on Interim Basis [*] Discounted Tickets for 2018 Distressed Investing Conference! [^] BOOK REVIEW: Crafting Solutions for Troubled Businesses ********* 2745 WEST 16TH STREET: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: 2745 West 16th Street LLC 2745 West 16th Street Brooklyn, NY 11224 Business Description: 2745 West 16th Street LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 15, 2018 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 18-44708 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Solomon Rosengarten, Esq. 1704 Avenue M Brooklyn, NY 11230-5423 Tel: (718) 627-4460 Fax: (718) 627-4456 Email: VOKMA@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Vitale, sole member. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-44708.pdf ALTA MESA: Incurs $22.5 Million Net Loss in Second Quarter ---------------------------------------------------------- Alta Mesa Holdings, LP, has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $22.47 million on $95.74 million of total operating revenues for the three months ended June 30, 2018, compared to a net loss of $15.31 million on $61.55 million of total operating revenues for the three months ended June 30, 2017. For the period from Feb. 9, 2018, through June 30, 2018, the Company reported a net loss of $57.04 million on $146.49 million of total operating revenues. For the period from Jan. 1, 2018, through Feb. 8, 2018, the Company reported a net loss of $14.89 million on $40.13 million of total operating revenues. As of June 30, 2018, Alta Mesa had $2.81 billion in total assets, $769.70 million in total liabilities and $2.04 billion in partners' capital. Liquidity and Capital Resources According to the Company, "Our principal requirements for capital are to fund our day-to-day operations, exploration and development activities, and to satisfy our contractual obligations, primarily for the payment of interest on our debt and any amounts owed during the period related to our hedging positions. Our main sources of liquidity and capital resources come from cash flows generated from operations, borrowings under the Eighth A&R credit facility and capital contributions from our parent AMR. "We increased our capital budget for 2018 from 2017 levels in response to the improvement in the current commodity price environment. Our future drilling plans, plans of our drilling operators and capital budgets are subject to change based upon various factors, some of which are beyond our control, including drilling results, oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, actions of our operators, gathering system and pipeline transportation constraints and regulatory approvals. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production, revenues and cash flows. Additionally, if we curtail our drilling program, we may lose a portion of our acreage through lease expirations. However, because a large percentage of our acreage is held for production, we have the ability to materially increase or decrease our drilling and recompletion budget in response to market conditions with decreased risk of losing significant acreage. In addition, we may be required to reclassify some portion of our reserves currently booked as proved undeveloped reserves to no longer be considered proved reserves if such a deferral of planned capital expenditures means we will be unable to develop such reserves within five years of their initial booking. "We strive to maintain financial flexibility and may access the debt markets as necessary to facilitate drilling on our large undeveloped acreage position and permit us to selectively expand our acreage position. In the event our cash flows are materially less than anticipated and other sources of capital we historically have utilized are not available on acceptable terms, we may curtail our capital spending. "We expect to fund our capital budget in 2018 predominantly with cash flows from operations, borrowings under the Eighth A&R credit facility and drilling and completion capital funded through our joint development agreement with BCE. As we execute our business strategy, we will continually monitor the capital resources available to meet future financial obligations and planned capital expenditures. We believe our cash flows provided by operating activities, cash on hand and availability under the Eighth A&R credit facility will provide us with the financial flexibility and wherewithal to meet our cash requirements, including normal operating needs, and pursue our currently planned and future development activities. However, future cash flows are subject to a number of variables, including the level of oil and natural gas production and prices, and significant additional capital expenditures will be required to more fully develop our properties and acquire additional properties. We cannot assure you that operations and other needed capital will be available on acceptable terms, or at all." A full-text copy of the Form 10-Q is available for free at: https://is.gd/GOc9ZT About Alta Mesa Headquartered in Houston, Texas, Alta Mesa Holdings, LP -- http://www.altamesa.net/-- is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma and provides midstream energy services, including crude oil and gas gathering, processing and marketing to producers in the STACK play region through Kingfisher Midstream, LLC. Alta Mesa reported a net loss of $77.66 million for the year ended Dec. 31, 2017, compared to a net loss of $167.9 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Alta Mesa had $1.08 billion in total assets, $930.95 million in total liabilities and $154.4 million in partners' capital. AMBOY GROUP: Exclusive Plan Filing Period Moved to September 21 --------------------------------------------------------------- The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey, at the behest of Amboy Group, LLC, and CLU Amboy, LLC, has extended Debtors' exclusive period for filing a plan of reorganization through and including September 21, 2018, together with the Debtors' exclusive period for soliciting acceptances of a plan through and including November 20, 2018. About Amboy Group Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet, d/b/a Amboy Cold Storage, is a provider of food products and temperature controlled warehouses. Its food processing and cold storage facility serves as a manufacturer/distributor of authentic Irish and Italian meat products in America. Amboy Group's facility is USDA, FDA and SQF 2000 certified. CLU Amboy, LLC, is the fee simple owner of a real property located at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of $13 million. CLU Amboy reported gross revenue of $624,444 in 2016 and gross revenue of $644,066 in 2015. Amboy Group holds a 51% interest in an American entity known as Parmacotta-Amboy NA, LLC that distributes Italian meats. The remaining 49% is owned by an American entity known as Parmacotto America. Parmacotto America is owned by Paramcotto sPa. Parmacotto sPa has been subject to insolvency proceedings in Italy for approximately two and half years, during which time, no revenue has flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross revenue amounted to $10.01 million in 2016 and $6.26 million in 2015. Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct. 25, 2017. At the time of filing, the Amboy Group reported $1.48 million in assets and $7.11 million in liabilities, while CLU Amboy reported $13.34 million in assets and $10.78 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as bankruptcy counsel. The Debtors hired Reitler Kailas & Rosenblatt LLC as special counsel, and Thomas A. Ferro, P.C., as their accountant. The Debtors also tapped Sout Risius Ross Advisors, LLC, and its affiliate Stout Risius Ross, LLC, as financial advisor and investment banker. AMERICANN INC: Incurs $1.28 Million Net Loss in Third Quarter ------------------------------------------------------------- Americann, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.28 million for the three months ended June 30, 2018, compared to a net loss of $468,071 for the three months ended June 30, 2017. For the nine months ended June 30, 2018, the Company reported a net loss of $3.58 million compared to a net loss of $1.49 million for the same period last year. During the three months ended June 30, 2018 and 2017, the Company generated $0 and $10,000 in revenue, respectively. During the nine months ended June 30, 2018 and 2017 the Company generated $0 and $40,000 in revenue, respectively. The decrease in revenues is due to the deferral of revenues from the CCI consulting agreement that occurred in fiscal 2017. As of June 30, 2018, the Company had $5.97 million in total assets, $2.57 million in total liabilities and $3.40 million in total stockholders' equity. The Company had an accumulated deficit of $12,259,477 and $8,676,825 at June 30, 2018 and Sept. 30, 2017, respectively, and had a net loss of $1,286,020 and $3,582,652 for the three and nine months ended June 30, 2018, respectively. Further, the amount due from Wellness Group Pharms of $1,761,675 (before an allowance of $977,770) may not be collectible. The Company said these matters, among others, raise substantial doubt about its ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds through the sale of its securities. The Company filed a Demand for Arbitration against WGP on April 7, 2017. There are no indicators to suggest that the amounts due from WGP will not be collectible. On Jan. 18, 2018, the arbitration panel awarded the Company $1,045,000 plus interest at the rate of 18% per year from April 18, 2015 to March 15, 2018 for $550,000. In addition to the principal and interest awarded of $1,595,000, the Company was also awarded its attorneys' fees and arbitration fees. The Company has not collected on the award as of Aug. 14, 2018. "Management believes that the actions presently being taken to further implement the Company's business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern," Americann stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/BoDjd3 About Americann Headquartered in Denver, Colorado, AmeriCann offers a comprehensive, turnkey package of services that includes consulting, design, construction and financing to approved and licensed marijuana operators throughout the United States. The Company's business plan is based on the anticipated growth of the regulated marijuana market in the United States. Americann reported a net loss of $2.77 million for the year ended Sept. 30, 2017, compared to a net loss of $2.21 million for the year ended Sept. 30, 2016. As of March 31, 2018, Americann had $5.41 million in total assets, $2.80 million in total liabilities and $2.61 million in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Sept. 30, 2017 stating that the Company suffered recurring losses from operations and has an accumulated deficit. These conditions raise significant doubt about the Company's ability to continue as a going concern. AMGP RESTAURANT: Full Payment for Unsecureds Plus 1.91% Interest ---------------------------------------------------------------- AMGP Restaurant Corp., d/b/a Yiasou and d/b/a Next Door, filed a small business disclosure statement in support of its Chapter 11 plan dated August 7, 2018. The Debtor operates restaurants located at 2003 Emmons Ave, Brooklyn, NY 11235 under the d/b/a "Yiasou," and 2005 Emmons Ave, Brooklyn, NY 11235 under the name "Next Door." Both restaurants are owned and operated by the Debtor. Yiasou opened in or about late 2004, and Next Door opened in 2015. Yiasou serves upscale Greek cuisine and Next Door serves Italian cuisine and pizza. General unsecured creditors are classified in Class 3 and will receive a distribution of 100% of their allowed claims plus interest at the rate of 1.91% to be distributed as lump sum payment on the effective date. Payments and distributions under the Plan will be funded by available cash and future revenue and operations of the Debtor. The Debtor's counsel Morrison Tenenbaum PLLC will be the disbursing agent under the Plan for Class 3 creditors and the Debtor will deposit, in escrow, the sum of $46,921.46 with MT prior to the confirmation hearing. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nyeb1-18-40727-43.pdf About AMGP Restaurant Corp. AMGP Restaurant Corp., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-40727) on Feb. 7, 2018, estimating under $1 million in both assets and liabilities. Morrison Tenenbaum, PLLC, is the Debtor's counsel. ANDREW'S & SON: Court Authorizes Interim Cash Collateral Use ------------------------------------------------------------ The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California authorizes Andrew's & Son Tradings Inc., doing business as Beston Shoes' interim use of cash collateral consistent with the terms of the Cash Collateral Motion, and the Budget. The Debtor is required to submit further evidence in support of the use of cash collateral by no later than August 7, 2018. The additional evidence will include an updated budget and updated financial projections. The Court will conduct a further hearing on the use of cash collateral on August 21, 2018, at 10:00 a.m. Any opposition to the continued use of cash collateral must be submitted by no later than August 14, 2018. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb18-18022-24.pdf About Andrew's & Son Tradings Inc. Andrew's & Son Tradings Inc. dba Beston Shoes Beston Shoes is in the footwear and athletic shoes business. Andrew's & Son Tradings filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-18022), on July 13, 2018. The Petition was signed by Jiazheng Lu, president. The case is assigned to Judge Ernest M. Robles. The Debtor is represented by Christopher J. Langley, Esq. at Law Offices of Langley & Chang. At the time of filing, the Debtor had total $1.04 million in assets and $3.35 million in debts. APPLIED CLEANTECH: Files Chapter 7 Petition ------------------------------------------- Applied CleanTech filed for Chapter 7 protection with the U.S. Bankruptcy Court in the District of Delaware, lead case number 18-11759, on July 31, 2018. BankruptcyData.com reported that the Israel-based company, which recycles waste water into paper and energy, is represented by Kevin Mark S. Mann of Cross & Simon, LLC. Applied CleanTech's petition notes between 1 and 50 creditors; estimated assets between $50 million and $100 million and estimated liabilities between $1 million and $10 million. In documents filed with the Court, the Company assigns a current value of $60 million to intellectual property rights it holds in respect of the recycling of waste water. APPVION INC: 2nd Lien Holders File 3rd Amended Statement -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, an ad hoc group of certain beneficial holders of second lien notes issued by Appvion, Inc., submitted a third supplemental verified statement on Aug. 18, 2018. As of Aug. 18, 2018, holders of the 9.000% Second Lien Senior Secured Notes due 2020 issued under that certain Indenture, dated as of Nov. 19, 2013, by and among Appvion, Inc., as issuer, the guarantors named therein, and U.S. Bank National Association, as trustee and collateral agent, are: 1. ADK Capital, LLC 350 Lincoln Road 2nd Floor Miami Beach, FL 33139 * $2,000,000 principal amount of Second Lien Notes 2. Archer Capital Management, L.P. 570 Lexington Avenue 40th Floor New York, NY 10022 * $26,085,000 principal amount of Second Lien Notes 3. Barings LLC 300 South Tryon Street Suite 2500 Charlotte, NC 28202 * $81,930,000 principal amount of Second Lien Notes 4. Cross Sound Management LLC 10 Westport Road Building C, Suite 202 Wilton, CT 06897 * $68,645,000.00 principal amount of Second Lien Notes 5. Nomura Corporate Research and Asset Management 309 West 49th Street 19th Floor New York, NY 10019 * $26,960,000 principal amount of Second Lien Notes 6. Riva Ridge Master Fund, Ltd 55 Fifth Avenue Suite 1808 New York, NY 10003 $4,000,000 principal amount of Second Lien Notes In April 2017, the Ad Hoc Group retained Stroock & Stroock & Lavan LLP as counsel in connection with a potential restructuring of the Debtors. In September 2017, the Ad Hoc Group retained Young Conaway Stargatt & Taylor, LLP, as local counsel when informed by the Debtors that they would pursue a reorganization in the United States Bankruptcy Court for the District of Delaware. Stroock and Young Conaway filed its first verified statement on Oct. 25, 2017, a first supplemental verified statement on Feb. 14, 2018, a second supplemental verified statement on May 15, 2018, and a third supplemental verified statement. As of the filing of the Third Supplemental Verified Statement, Stroock and Young Conaway represent the Ad Hoc Group in connection with the Debtors' chapter 11 cases. In addition, as of the date of the Third Supplemental Verified Statement, the Ad Hoc Group, both collectively and through its individual members, does not represent or purport to represent any other creditors or entities in connection with the Debtors' chapter 11 cases. Counsel to the Ad Hoc Group: Matthew B. Lunn, Esq. Edmon L. Morton, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - and - Jayme T. Goldstein, Esq. Kenneth Pasquale, Esq. Samantha Martin, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Telephone: (212) 806-5400 Facsimile: (212) 806-6006 About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. On May 14, 2018, the Bankruptcy Court approved the sale of substantially all of the Debtors' assets to a group of the Company's lenders led by Franklin Advisers, Inc. The sale was completed on June 13, 2018. The transaction will significantly reduce Appvion's debt, provide additional liquidity, and better position Appvion to compete long-term in the evolving specialty paper market and further invest in the innocation that has made it a market leader. On May 23, 2018, the Debtors filed their Combined Plan of Liquidation and Disclosure Statement. * * * Following a court-sanctioned sale of the assets, Appvion Inc. changed its name to Oldapco, Inc. APPVION INC: Dow Chemical Opposes Admin. Claims Plan Treatment -------------------------------------------------------------- BankruptcyData.com reported that the Dow Chemical Company ("Dow") filed an objection to Appvion Inc.'s Second Amended Joint Combined Disclosure Statement and Chapter 11 Plans of Liquidation. BankrutpcyData related that the objection asserts, "Dow submits that the Plan fails to comply with the requirements of section 1129(a) of the Bankruptcy Code and should not be confirmed. The Plan does not provide for payment in full of all section 503(b) administrative expense claims, including the Dow 503(b)(9) Claim, as required. Pursuant to the 363 Sale Order, the Purchaser was to fund a 'wind down budget' in the amount of $17,019,000 to cover the costs related to the Debtors' estimates of all of the estates' administrative expense claims including priority claims, professional fees and an estimated $2.215 million of section 503(b)(9) claims not based on executory contracts assumed and assigned to the Purchaser in connection with the sale. Because it was determined based on assumptions, however, the Wind-Down Budget expressly provides that it is subject to change based on actual facts and circumstances. Accordingly, there is no guarantee there will be sufficient funds to satisfy all allowed administrative expense Claims. Moreover, the Dow 503(b)(9) Claim and other administrative expense claims are to be (i) allowed upon the entry of an order of allowance prior to, or if an objection is filed, as of the Claim Objection Deadline, and (ii) paid within the later of seven business days after allowance or 30 days after the Claims Objection Deadline. The Claims Objection Deadline is 180 days after the Effective Date or some later date as approved by the Court. By failing to ensure there will be sufficient funds to satisfy the Dow 503(b)(9) Claim upon its allowance and/or affording the Liquidating Trustee at least six months after the Effective Date to object to it, the Plan violates section 1129(a)(9)(A) of the Bankruptcy Code and should not be confirmed. To the extent it discharges, and/or enjoins Dow's pursuit of pre-Effective Date claims against non-debtors including the Purchaser without its consent, the Plan violates the mandate of section 524(e) of the Bankruptcy Code. About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. On May 14, 2018, the Bankruptcy Court approved the sale of substantially all of the Debtors' assets to a group of the Company's lenders led by Franklin Advisers, Inc. The sale was completed on June 13, 2018. The transaction will significantly reduce Appvion's debt, provide additional liquidity, and better position Appvion to compete long-term in the evolving specialty paper market and further invest in the innocation that has made it a market leader. On May 23, 2018, the Debtors filed their Combined Plan of Liquidation and Disclosure Statement. APPVION INC: IRS Objects to Plan on Multiple Tax-Related Issues --------------------------------------------------------------- BankruptcyData.com reported that the Internal Revenue Service ("IRS") filed an objection to Appvion Inc.'s Second Amended Joint Combined Disclosure Statement and Chapter 11 Plans of Liquidation. BankruptcyData related that objecting strenuously on multiple grounds, the IRS asserts, "The Debtors have not yet filed all of their federal tax returns. The United States objects to the confirmation of the Plan unless and until all federal tax returns are filed. The United States objects to Article XII of the Plan to the extent that the Plan injunctions extend to the post-confirmation actions taken on account of or on behalf of the Liquidating Trust. The United States objects to the Plan to the extent it fails to preserve the setoff and recoupment rights of the IRS. Confirmation of a plan does not extinguish setoff claims when they are timely asserted. The United States objects to Articles V(A) and X(J) of the Plan to the extent the Plan fails to provide for the payment of interest on IRS administrative expense claims. The United States objects to Article X(K) of the Plan which deems distributions made after the Effective Date to be made on the Effective Date. The United States objects to the Plan to the extent that the Debtors seek any prospective tax relief, including, but not limited to: the characterization and treatment of any transaction authorized by or contemplated by the Plan or the characterization and valuation, for tax purposes, of any assets of the Bankruptcy Estate. The United States objects to Article V(A) of the Plan to the extent the Plan purports to set an administrative claims bar date for taxes described in 11 U.S.C. Section 503(b)(1)(B) and (C) in violation of Section 503(b)(1)(D) of the Bankruptcy Code. The United States objects to the treatment of its claims in Article XII as a Bankruptcy Rule 9019 settlement. Here, the Debtors are not settling their own claims but instead are attempting to "settle" without consent the unknown claims of unknown creditors without providing adequate notice. The treatment and payment of claims under the Plan is the antithesis of settlement. Settlement is the consensual agreement between two or more parties to resolve a dispute. By virtue of the Plan process, the United States does not waive sovereign immunity and has not consented to the compromise or settlement of its claims or causes of action, and this provision is unfairly prejudicial to the rights of the United States." About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. On May 14, 2018, the Bankruptcy Court approved the sale of substantially all of the Debtors' assets to a group of the Company's lenders led by Franklin Advisers, Inc. The sale was completed on June 13, 2018. The transaction will significantly reduce Appvion's debt, provide additional liquidity, and better position Appvion to compete long-term in the evolving specialty paper market and further invest in the innocation that has made it a market leader. On May 23, 2018, the Debtors filed their Combined Plan of Liquidation and Disclosure Statement. ARABELLA PETROLEUM: Foley Gardere Submits 3rd Amended Statement --------------------------------------------------------------- In the Chapter 11 case of Arabella Petroleum Company, Foley Gardere, the result of the combination of Foley & Lardner LLP and Gardere Wynne Sewell LLP early this year, submitted a third amended verified statement pursuant to Rule 2019(c) of the Federal Rules of Bankruptcy Procedure 2019 as directed by the Court. On Nov. 11, 2015, Foley Gardere filed a Verified Statement indicating that it represented certain parties. Foley Gardere no longer represents such parties. Foley Gardere understands that most of these clients have new counsel, who has appeared in this case on their behalf. On May 10, 2018, Foley Gardere filed an Amended Verified Statement indicating that it represented certain working interest owners along with the Founders entities. On May 18, 2018, Foley Gardere filed a Second Amended Verified Statement indicating that it no longer represented Wilson Safari Investment Partners, LP. On June 28, 2018, the court directed Foley Gardere to file this Third Amended Statement. On July 17, 2018, Foley Gardere, Foley & Lardner LLP filed a verified statement to disclose that it represents these entites: A. Independence Contract Drilling, Inc. Client Contact: Phillip Choyce Claims for breach of contract. B. Founders Oil & Gas Operating, LLC (operator under two joint operating agreements) Client Contact: Jonathan Holmes Claims under joint operating agreements related to various oil and gas leases for unpaid joint interest billing and claims related to a non-consent event. C. Founders Oil & Gas III, LLC Client Contact: Jonathan Holmes Claims under joint operating agreements related to various oil and gas leases: a. Claims against the Debtor for breach of contract under two joint operating agreements, including failure to pay revenues; b. Claims by the Debtor and now the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements; and c. Defense of Founders III in two adversary proceedings. These parties have assigned, in part or whole, their right and title to the relinquished interests of Arabella Exploration, LLC to Founders III related to the non-consent event under the two joint operating agreements: Party Counsel on All Other Matters ----- ---------------------------- Angler Oil & Gas, LLC Foley Gardere BDV Investments Randall L. Rouse - Lynch Chappell & Alsup Bear Max LLC Foley Gardere BOG Resources, LP Jay Ong - Munsch Hardt Kopf & Harr PC Box Six Seven Four LC Randall L. Rouse - Lynch Chappell & Alsup Bradford Davis Randall L. Rouse - Lynch Chappell & Alsup Craig Massey Randall L. Rouse - Lynch Chappell & Alsup Craig Stapleton No Counsel Danakil/Seay Randall L. Rouse - Lynch Chappell & Alsup Dehnad Resources, LLC Ryan J. McNeel - Brockett & McNeel LLP Delaware Basin Randall L. Rouse - Lynch Chappell & Alsup Dingus Investments Foley Gardere Dolores McCall Randall L. Rouse - Lynch Chappell & Alsup Don Evans Group No Counsel Drilling Acquisitions Randall L. Rouse - Lynch Chappell & Alsup EHI, LC Randall L. Rouse - Lynch Chappell & Alsup Evan Energy Inv. Randall L. Rouse - Lynch Chappell & Alsup EWD Permian Ltd. Randall L. Rouse - Lynch Chappell & Alsup Fargo No Counsel Horizon Reserves, Inc. Heather H. Jobe - Bell Nunnally & Martin JAM Oil & Gas, LP Jay Ong - Munsch Hardt Kopf & Harr PC Kennedy Minerals, Ltd. Foley Gardere Larry Bartlett Randall L. Rouse - Lynch Chappell & Alsup Lisa Burnett Randall L. Rouse - Lynch Chappell & Alsup Lone Star No Counsel Lynx Production Co. Randall L. Rouse - Lynch Chappell & Alsup M&J Assets, Inc. Jay Ong - Munsch Hardt Kopf & Harr PC Melinda Brown Randall L. Rouse - Lynch Chappell & Alsup Midland Energy No Counsel Mithrail Holdings No Counsel OSO Capital No Counsel RDT Investments No Counsel Royce Fletcher Randall L. Rouse - Lynch Chappell & Alsup Safari Energy Foley Gardere Sago Energy, LP Jay Ong - Munsch Hardt Kopf & Harr PC Scott Archer Randall L. Rouse - Lynch Chappell & Alsup Sooner Oil, LLC Randall L. Rouse - Lynch Chappell & Alsup SplitRock Energy Foley Gardere Steven L. Burleson Foley Gardere Tango Investment, LLC Foley Gardere Compiegne Property Foley Gardere Diane Zugg Revocable Jay Ong - Munsch Hardt Kopf & Harr PC The New Mexico Co. Foley Gardere The Ninety-Six Corp Foley Gardere TLM2 No Counsel Two Hats Ventures, LLC Foley Gardere V-F Petroleum Inc. Foley Gardere W&A No Counsel Wilson Safari Jay Ong - Munsch Hardt Kopf & Harr PC D. Founders Oil & Gas, LLC Client Contact: Jonathan Holmes Interested party initially made nonbinding offer for possible purchase of oil and gas assets. E. Darrell Don Wilson [as individual] Claims under joint operating agreements related to various oil and gas leases. (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements; and Claims and defenses related to an adversary proceeding brought by the APC Trustee on the same joint operating agreements. F. Bear Max LLC Client Contact: FA "Buddy" Miller (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements; and Claims and defenses related to an adversary proceeding brought by the APC Trustee on the same joint operating agreements. G. Angler Oil & Gas, LLC (working interest owner) Client Contact: Jay Horton Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. H. Dingus Investments, Inc. (working interest owner) Client Contact: William F. Dingus Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. I. Kennedy Minerals, Ltd. (working interest owner) Client Contact: Fred Kennedy Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. J. Safari Energy (working interest owner) Client Contact: Paul E. Speight Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. K. SplitRock Energy (working interest owner) Client Contact: Paul E. Speight Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. L. Steven L. Burleson [as individual] (working interest owner) Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. M. The de Compiegne Property Company No. 20, Ltd. (working interest owner) Client Contact: Joe de Compiegne Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint agreements. Claims and defenses related to pending objection to claim by APC Trustee. N. The New Mexico Co. (working interest owner) Client Contact: Steven Burleson Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. O. The Ninety-Six Corporation (working interest owner) Client Contact: Fred Kennedy Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. P. Tango Investment, LLC (working interest owner) Client Contact: Scott Horton Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. Q. Two Hats Ventures, LLC (working interest owner) Client Contact: Jay Horton Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. R. V-F Petroleum Inc. (working interest owner) Client Contact: Sandy Lawlis Claims under joint operating agreements related to various oil and gas leases: (i) Claims against the APC Trustee for breach of contract under two joint operating agreements, including failure to pay revenues; and (ii) Claims by the APC Trustee for allegedly unpaid joint interest billing statements under the same joint operating agreements. Claims and defenses related to pending objection to claim by APC Trustee. Foley Gardere does not own, nor has it ever owned, any claims against the Debtor or any interest in the Debtor. The undersigned certifies that this verified statement is true and accurate, to the best of his knowledge and belief. The firms can be reached at: John P. Melko, Esq. Sharon Beausoleil, Esq. FOLEY GARDERE 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Telephone: 713-276-5500 E-mail: jmelko@foley.com sbeausoleil@foley.com About Arabella Exploration Liquidators of Arabella Exploration, Inc., filed a voluntary petition under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 17-40119) on Jan. 8, 2017, to seek recognition of proceedings in the Cayman Islands. Arabella Exploration, a Cayman Islands corporation engaged in the exploration and production of oil and natural gas, is in liquidation under the Financial Services Division of the Grand Court of the Cayman Islands as a result of the Grand Court's orders made pursuant to certain petitions for the Grand Court's supervision under the provisions of Companies Law of the Cayman Islands (2013 Revision). The Chapter 15 case is assigned to Judge Mark X. Mullin. Forshey & Prostok, LLP serves as counsel to the Petitioners. ASCENA RETAIL: Bank Debt Trades at 8% Off ----------------------------------------- Participations in a syndicated loan under which Ascena Retail Group Incorporated is a borrower traded in the secondary market at 91.54 cents-on-the-dollar during the week ended Friday, August 10, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.40 percentage points from the previous week. Ascena Retail pays 450 basis points above LIBOR to borrow under the $1.8 billion facility. The bank loan matures on August 21, 2022. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 10. BAY TERRACE: To Sell Properties to Lender for $5.5MM to Pay Claims ------------------------------------------------------------------ Bay Terrace Country Club, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York, a disclosure statement explaining its first amended Chapter 11 plan of reorganization. As the principal means of implementation of the Plan, the Debtor, will sell the Properties to A REAL for $5,500,000, which will be offset by the payment of the Allowed Amount of the A REAL Secured Claim. The proceeds generated by the sale of the Properties will pay all Allowed claims of creditors in this case. A REAL will also execute a lease with the Debtor pursuant to which the Debtors may occupy the Properties for three additional summers, through September 30, 2021. During the Lease Period, the Debtor will remit to the A REAL a $1,000 annual lease payment and pay all real estate taxes as they become due. Two hundred and fifty thousand dollars ($250,000) of the Purchase Price will be held in escrow to pay use and occupancy should the Debtor and fail to vacate the Properties. Upon compliance with the terms of the lease, and the Debtor's prompt vacatur of the Properties premises, the remaining Escrow will be released to the Debtor. The Disclosure Statement provides the following classification and treatment of other claims under the Plan: Class 3: NYC Claims. All Allowed NYC Claims will be paid in Cash in full on the Effective Date, along with interest at the market rate, or as may be otherwise agreed in writing between the Debtor and the holder of such Claim. Class 3 claims are approximately $90,000 in amount, and such claims are deemed unimpaired. Class 4: Unsecured Claims. All Allowed Unsecured Claims will be paid in Cash in full on the Effective Date, along with interest at the market rate, or as may be otherwise agreed in writing between the Debtor and the holder of such Claim. Class 4 claims are approximately $9,700 in amount, and such claims are deemed unimpaired. Class 6: The Debtor. As soon as is practicable after the Effective Date, and payment is made to the holders of Allowed Administrative Claims, Allowed Unclassified Claims, and Allowed Claims in Classes 1 through 4, the holders of Allowed Interests in Class 5 will receive a pro rata distribution of the Distribution Fund; and a pro rata distribution of the Escrow Fund, as provided for in the Plan. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/yawlwpf4 at no charge. About Bay Terrace Country Club Bay Terrace Country Club, Inc., operates the Bay Terrace Country Club located in Bayside, Queens, a cooperative-owned private swim club overlooking Little Neck Bay. The club provides its members and guests a large assortment of fun and healthy activities for both children and adults. Bay Terrace Country Club sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42627) on May 4, 2018. In the petition signed by Maureen Hilsdorf, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Carla E. Craig presides over the case. The Debtor hired Shafferman & Feldman LLP as bankruptcy counsel, and Sahn Ward Coscignano, PLLC, as special counsel. BEASLEY MEZZANINE: Moody's Rates $35MM Delayed Draw Term Loan 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Beasley Mezzanine Holdings, LLC's $35 million delayed draw term loan, which will be pari pasu with its existing term loan maturing in November 2023. The company will use proceeds from the transaction together balance sheet cash to fund the $38 million acquisition of Philadelphia WXTU-FM radio station. Pro forma for the transaction, leverage will increase slightly to 5.0x from 4.7x as of the last twelve months ending June 30, 2018. The debt funded acquisition is credit negative and raises leverage slightly during the near term, however, resulting temporary increase in leverage remains within its expectations for B2 corporate family rating ("CFR"). EBITDA contribution from the station acquisition is expected to be approximately $5 million after incorporating expected synergies with remainder of Beasley's Philadelphia cluster. Beasley has demonstrated its ability to integrate acquisitions and derive operational synergies and Moody's expects leverage to remain near 5.0x subsequent to transaction close, which is subject to FCC approval and expected to occur during the end of the third or beginning of the fourth quarter of 2018. There are no changes to Beasley's existing ratings, and the outlook remains stable. Assignments: Issuer: Beasley Mezzanine Holdings, LLC $35 million Gtd Senior Secured Bank Credit Facility, Assigned B1 (LGD3) RATINGS RATIONALE The company's B2 corporate family rating reflects its high leverage, the mature and cyclical nature of radio advertising demand, the small size of the company and the strong position that Beasley has in some of the better radio markets along the US eastern seaboard, partially offset by some concentration in 2 key DMA's which are mainly Philadelphia and Boston. Beasley derives roughly over 40% of its revenue from these two markets combined, with 13 other markets providing for a broader contribution to it revenue base. Beasley also maintains leading positions within smaller markets where it operates and has been successful at addressing weaknesses in the Detroit cluster, which resulted in revenue growth during 2017. Moody's expects minimal top-line growth over the longer term, due to the stagnant nature of the radio advertising industry and the competition for listener airtime with other forms of media. Moody's also expects continued need for cost management that the Beasley family has successfully executed previously over the course of the most recent 2008 economic downturn. Similar to prior acquisitions, Beasley expects to bring its acquired station operating margins higher towards those of Beasley following the execution of cost saving initiatives. Its operating performance forecast incorporates maintenance of mid-to-high single-digit free cash flow to debt ratios, and minimal usage of the company's revolving credit facility. The stable outlook reflects Moody's view that revenue will grow minimally over the next 12-18 months, in line with the overall radio industry. Moody's expects the company to continue de-levering over the next 12-18 months, while maintaining good cash flow and liquidity. The outlook does not incorporate significant shareholder distributions or debt financed acquisitions that would increase debt-to-EBITDA above 6.0x (including Moody's standard adjustments). Ratings could be upgraded if the company's revenue base grows materially in excess of its peers, increasing its local market-share and using its improved profitability towards de-levering. Ratings could be upgraded if debt-to-EBITDA is sustained comfortably below 4.5x (including Moody's standard adjustments) with free cash flow-to-debt above 10%. Ratings could be downgraded if the company's revenues decline materially relative to its peers, with debt-to-EBITDA sustained above 6.0x (including Moody's standard adjustments) and free cash flow-to-debt remaining below 5%. Beasley Mezzanine Holdings, LLC owns and operates 63 radio stations and related websites and mobile applications across 15 markets. The company's station portfolio is located across the eastern seaboard of the United States, with major contributions to revenue from the Philadelphia, Boston, Charlotte, Detroit, and Tampa markets. The company is publicly traded and family controlled by the Beasley family via a dual-class share structure. Beasley family controls 94.4% of all voting power of Beasley based on all classes of outstanding stock. Beasley's revenues were $248 million for the last twelve months ending June 30, 2018. The principal methodology used in these ratings was Media Industry published in June 2017. BIRCH WOOD: Plan to be Funded from Sale of Vermont Property ----------------------------------------------------------- Birch Wood Inc., filed with the U.S. Bankruptcy Court for the District of Vermont a small business disclosure statement explaining its chapter 11 plan, dated August 7, 2018, which provides that all Classes will be paid 100% of their allowed claims within 10 days of the closing the sale of the Debtor's real estate. The Debtor disclosed that it obtained a signed purchase and sale agreement of the Bybrook Farm in South Woodstock, Vermont with Laura E. Green and Christopher J. Rothermel for a negotiated sales price of $2,762,500("Rothermel Contract"). The contract provides for an initial deposit of $10,000, an additional deposit of $90,000 by August 20, 2018, and a closing by Oct. 31, 2018. All payments under the Plan, excepting statutory quarterly fees which will be paid on the effective date, will be made within 10 days of closing of the sale of the Debtor's real estate, scheduled to close under the Rothermel Contract by not later than Oct. 31, 2018. The sale price of $2,762,500 will be sufficient to pay all allowed claims, including the costs of sale and administrative claims arising by virtue of this case. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of $2,762,500 prior to closing adjustments, from which there will be sufficient funds from the Rothermel Contract to pay all claims. The Debtor contemplates that the Rothermel Contract for the sale of the real property will close and will allow for payment of all allowed claims under this Plan. However, if the current contract or a replacement contract is unable to entered prior to Sept. 15, 2018, the Debtor will immediately initiate steps to engage an auctioneer, with consultation with the Secured Creditors, Northborough Capital Partners and the Class 3 law firms, to proceed to auction at the earliest recommended date by the auctioneer, as to allow sufficient time for marketing by the auctioneer. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/vtb18-10184-28.pdf About Birch Wood Birch Wood Inc. owns in fee simple a real property located at 327 Fletcher Schoolhouse Road, South Woodstock, Vermont, valued by the company at $2.8 million. Birch Wood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Vt. Case No. 18-10184) on May 1, 2018. In the petition signed by Gary Moore, president, the Debtor disclosed $2.81 million in assets and $1.81 million in liabilities. BLACK RIDGE: Reports Second Quarter Net Loss of $532K ----------------------------------------------------- Black Ridge Oil & Gas, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the Company of $531,575 on $0 of total revenues for the three months ended June 30, 2018, compared to a net loss attributable to the Company of $105,494 on $500,000 of total revenues for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss attributable to the Company of $1.16 million on $0 of total revenues compared to a net loss attributable to the Company of $258,211 on $1 million of total revenues for the six months ended June 30, 2017. As of June 30, 2018, Black Ridge had $140.47 million in total assets, $278,743 in total liabilities, $139.69 million in redeemable non-controlling interest and $502,667 in total stockholders' equity. Net cash used in operating activities was $1,194,598 for the six months ended June 30, 2018 and net cash provided by operations was $146,511 for the six months ended June 30, 2017, a period over period decrease of $1,341,109. The primary contributor to the difference was the lack of revenue in 2018 while revenue in the 2017 period was $1,000,000, all from the Company's management services agreement with Black Ridge Holding Company (BRHC). Changes in working capital from operating activities resulted in an increase in cash of $80,703 in the six months ended June 30, 2018 as compared to an increase in cash of $75,290 for the same period in the previous year, with 2018 primarily driven by an increase in taxes payable and 2017 driven by an increase in accounts payable and a decrease in prepaid expenses. Net cash provided by investing activities was $130,621 and $2,160 for the six months ended June 30, 2018 and 2017, respectively. The cash provided from investing activities in 2018 was the result of cash released from the Trust Account to pay for taxes and franchise fees. The $2,160 in cash provided by investing activities in 2017 was from the sale of fixed assets no longer needed by the Company. The Company had no financing activity in the 2018 period. Net cash used in financing activities was $167,646 for the six months ended June 30, 2017. During the 2017 period the Company paid $167,646 in prepaid offering costs related to proposed stock equity offerings of both BROG and Black Ridge Acquisition Corp. (BRAC). A full-text copy of the Form 10-Q is available for free at: https://is.gd/f31EXn About Black Ridge Black Ridge Oil & Gas -- http://www.blackridgeoil.com/-- is a company focused on acquiring, investing in, and managing the oil and gas assets for its partners. The Company continues to pursue asset acquisitions in all major onshore unconventional shale formations that may be acquired with capital from its existing joint venture partners or other capital providers. Black Ridge is based in Minneapolis, Minnesota. M&K CPAS, PLLC, the Company's auditor since 2010, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company suffered a net loss from operations and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Black Ridge reported a net loss attributable to the Company of $392,529 in 2017 following net income attributable to the Company of $29.94 million in 2016. BLUE BEE: Authorized to Use Cash Collateral Until October 20 ------------------------------------------------------------ The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the Central District of California authorized Blue Bee, Inc., d/b/a ANGL, to use cash collateral in accordance with its operating budget for the 13-week period from July 22, 2018 through and including October 20, 2018. The Debtor is authorized to use cash collateral to (i) pay all of the expenses set forth in the Budget, with authority to deviate from the line items contained in the Budget by not more than 20%, on both a line item and aggregate basis, with any unused portions to be carried over into the following week(s) and (ii) pay all quarterly fees owing to the Office of the United States Trustee and all expenses owing to the Clerk of the Bankruptcy Court. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb16-23836-366.pdf About Blue Bee Headquartered near downtown Los Angeles, California in Vernon, California, Blue Bee, Inc., doing business as ANGL, is a retailer doing business under the "ANGL" brand offering stylish and contemporary women's clothing at reasonable prices to its fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and operates 21 retail stores located primarily in shopping malls throughout the state of California. Founders Jeff Sunghak Kim and his wife, Young Ae Kim, continue to be actively involved in Blue Bee's business operations as the President and Secretary of the Company, respectively. Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-23836) on Oct. 19,2016. Jeff Sungkak Kim, its president, signed the petition. The Debtor estimated assets and liabilities at $1 million to $10 million. Judge Sandra R. Klein is the case judge. The Debtor is represented by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP. BORINQUEN ANESTHESIA: Unsecureds to be Paid $1,020 at 2% for 5 Yrs. ------------------------------------------------------------------- Borinquen Anesthesia Services PSC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement explaining its plan of reorganization dated August 7, 2018. General unsecured creditors are classified in Class 3 and will receive a distribution of 5% of its allowed claims to be distributed pro-rata as follows: $1,020 per month for 60 months, including interest at 2% per annum for a total payout of $61,253.26. Payments and distributions under the Plan will be funded from the debtor's post-petition income from the operation of the business. The plan's only risk is the possibility that the debtor will be unable from circumstances beyond its control to continue to operate its business. At the present time, there are no foreseeable circumstances of this type. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/prb18-00130-11-58.pdf About Borinquen Anesthesia Based in Aibonito, Puerto Rico, Borinquen Anesthesia Services PSC is a privately held company that operates in healthcare industry. Its principal assets are located at Calle Jose C Vazquez Hospital General ME Aibonito, PR 00705. Borinquen Anesthesia is a small business debtor as defined in 11 U.S.C. Sec. 101(51D). Borinquen Anesthesia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-00130) on Jan. 12, 2018. In the petition signed by Jorge A. Acevedo Orengo, president, the Debtor disclosed $89,700 in assets and $1.20 million in liabilities. Juan C. Bigas Law Office is the Debtor's bankruptcy counsel. BROOKLYN BUILDINGS: Hires Delbello Donnellan as Attorneys --------------------------------------------------------- Brooklyn Buildings LLC seeks to employ Delbello Donnellan Weingarten Wise & Wiederkehr LLP as attorneys. The Firm is expected: a. To give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its properties and affairs; b. To negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. To prepare the necessary answers, orders, reports and other legal papers required for the Debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; d. To appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. To attend meetings and negotiate with representatives of creditors and other parties in interest; f. To advise and represent the Debtor in connection with any potential refinancing of secured debt and any potential sales of the Properties; g. To represent the Debtor in connection with obtaining postpetition financing; h. To take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. To perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and its estate. The Firm will be paid for services provided on an hourly basis plus reimbursement of actual, necessary expenses incurred. The Firm's 2017 hourly rates are: Attorneys $620 to $375 Paraprofessionals $150 The Firm does not hold nor represent any interest adverse to the Debtor's estate, and is a disinterested person as defined in Section 101(14) of the Bankruptcy Code, according to court papers. The Firm can be reached: Jonathan S. Pasternak, Esq. Julie Cvek Curley, Esq DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, New York 10601 Tel No: (914) 681-0200 Email: jpasternak@ddw-law.com About Brooklyn Buildings Brooklyn Buildings LLC is a privately held real estate company. Its principal place of business is located at 1600 Bergen Street Brooklyn, NY 11213. Brooklyn Buildings filed for bankruptcy protection (Bankr. E.D.N.Y., Case No. 18-43971) on July 11, 2018. In the petition signed by Yehoshua Allswang, managing member, the Debtor estimated assets of $10 million to $50 million and estimated liabilities of $1 million to $10 million. The Hon. Carla Craig presides over the case. Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, represents the Debtor. CAMBER ENERGY: Incurs $3.51 Million Net Loss in First Quarter ------------------------------------------------------------- Camber Energy, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.51 million on $1.69 million of total operating revenues for the three months ended June 30, 2018, compared to a net loss of $3.04 million on $1.90 million of total operating revenues for the three months ended June 30, 2017. As of June 30, 2018, the Company had $14.72 million in total assets, $42.85 million in total liabilities and a total stockholders' deficit of $28.13 million. At June 30, 2018, the Company's total current liabilities of $41.9 million exceeded its total current assets of $1.3 million, resulting in a working capital deficit of $40.6 million, while at March 31, 2018, the Company's total current liabilities of $40.0 million exceeded its total current assets of $1.7 million, resulting in a working capital deficit of $38.6 million. The $2.0 million increase in the working capital deficit is primarily due to its loss from operations. A full-text copy of the Form 10-Q is available for free at: https://is.gd/3j9ZHq About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy/-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. Camber Energy reported a net loss of $24.77 million for the year ended March 31, 2018, compared to a net loss of $89.12 million for the year ended March 31, 2017. As of March 31, 2018, Camber Energy had $14.26 million in total assets, $41.23 million in total liabilities and a total stockholders' deficit of $26.96 million. GBH CPAs, PC's audit opinion included in the company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company has significant losses from operations and had a working capital deficit as of March 31, 2018. These factors raise substantial doubt about its ability to continue as a going concern. CANTRELL DRUG: Judge Signs Second Interim Cash Collateral Order --------------------------------------------------------------- The Hon. Phyllis M. Jones of the U.S. Bankruptcy Court for the Eastern District of Arkansas, at the behest of Cantrell Drug Company, Inc., has signed a second order extending the Cash Collateral Order granting interim authority to use cash collateral. The term of the Cash Collateral Order is extended until the earlier of: (a) the failure of the Debtor to obtain authority from the Food and Drug Administration to produce and ship products by July 31, 2018; (b) any failure to comply with the terms of the Cash Collateral Order as modified by the Extension and this Order; or (c) September 2, 2018, unless extended by agreement of Regions and the Debtor or by order of the Court. The Debtor has previously asked the Court to extend the term of the Order Granting Interim Authority to Use Cash Collateral and Providing Adequate Protection that was entered on November 9, 2017, as extended by that Order entered in this matter on January 26, 2018. The terms and provisions of the Cash Collateral Order will remain in effect with the exception of the following: (a) The approved Budget provides total disbursements of approximately $3,101,423 for ongoing operations during the week ending May 6, 2018 through week ending Sept. 2, 2018. The Debtor will only expend funds as set forth in the Budget. (b) The Debtor will make adequate protection to Regions in the amount of $25,000 on or before July 27, 2018 and $50,000 on or before August 12, 2018. (c) Prior to obtaining any additional debtor in possession financing, the Debtor will file a motion to incur such debt and Regions will be given reasonable opportunity to object to such financing. (d) The Debtor will forward to Regions' counsel, within 48 hours of receipt any correspondence or substantive communications received from the Food and Drug Administration. (e) $300,000 from the sale of the clean room at the airport facility will be delivered to Regions for application to Regions’ loans subject to approval of the Court. James L. McCarley, Jr. and Lynn McCarley, as principals of the Debtor, as well as the owners of Pharmax Services, Inc., Cantrell Compounding, Inc. and Pharmasite LLC have acknowledged that they are the guarantors of the Loans. They have agreed to the extension of the Cash Collateral Order and further agreed that nothing in the Second Order will be deemed to release, discharge or otherwise affect the guaranty agreements executed by James L. McCarley, Jr., Lynn McCarley, Pharmax Services, Inc., Cantrell Compounding, Inc., and Pharmasite LLC and/or any collateral for such guaranty. A full-text copy of the Order is available at http://bankrupt.com/misc/areb17-16012-184.pdf About Cantrell Drug Established in 1952, Cantrell Drug Company -- https://www.cantrelldrug.com/ -- is a privately owned multi-faceted specialty pharmaceutical company providing sterile and non-sterile pharmaceutical preparations to meet the needs of patients, physicians, clinics, and healthcare institutions throughout the United States. Cantrell Drug is comprised of two divisions: a state-based custom compounding division primarily designed to "bridge the gap" with commercial product drug shortages, and a FDA registered division known as an "Outsource Human Drug Compounder." Cantrell Drug Company filed a Chapter 11 petition (Bankr. D. Ark. Case No. 17-16012) on Nov. 7, 2017. James L. Mc Carley, Jr., its CEO, signed the petition. The case is assigned to Judge Phyllis M. Jones. The Debtor is represented by Kevin P. Keech, Esq., at Keech Law Firm, P.A. At the time of filing, the Debtor disclosed $15.11 million in assets and $7.46 million in liabilities. CARL SCHIRO: Levcor Buying Houston Property for $7.6M ----------------------------------------------------- Carl J. Schiro asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of a 2.4552 acre plot of land, with a 25,269 square foot building, located at 7620 Washington Avenue, Houston, Texas, to Levcor Acquisitions, LLC and/or its assigns for $7.6 million, subject to higher and better offers. The Debtor owns the Property since 1991. Except as otherwise provided regarding the Boral Lease, the Debtor proposes to sell the Property free and clear of all liens, claims, encumbrances and interests to Levcor for a total consideration of $7.6 million. The key terms of the sale are: a. To the best of the Debtor's knowledge, Levcor is unrelated to the Debtor, his creditors, or any party in interest. b. The Effective Date of the Contract is the date on which the contract is executed by the last of the Buyer and the Seller, which occurred on July 16, 2018. c. The Contract requires $100,000 in earnest money, which has been deposited with Chicago Title Insurance Co. – Commercial, 712 Main Street, Suite 2000E, Houston, Texas. d. There is no financing contingency. The purchase price is to be paid, in cash, at the closing of the sale. e. The Debtor is to pay Stan Creech Properties, Inc., a real estate brokerage commission, in accordance with a separate listing agreement, of 3% of the total purchase price, at the time of closing. f. The Buyer has until 5:00 p.m. (CT) on Sept. 30, 2018 to terminate the Contract, for any reason or no reason, by delivering to Seller written notice thereof. g. The date of the closing of the sale of the Property will be on (or prior thereto, if the Buyer and the Seller so agree, in writing) Nov. 30, 2018, at the offices of Chicago Title Insurance Co. h. In conjunction with the sale, the current commercial lease on the Property, the Boral Lease, wherein Boral Concrete Products (formerly known as Headwaters Construction Materials, LLC) is the tenant, will be assumed by the Debtor, assigned by the Debtor to any buyer, and assumed by any buyer. The current lease runs through Sept. 30, 2020. i. In the event the Court ultimately approves a sale of the Property to a third-party purchaser (for a higher purchase price) other than the Buyer, the Buyer will be deemed the stalking horse bidder in connection with the sale of the Property to such a third-party purchaser. The Debtor believes that the proposed sale of the Property is in the best interest of the Debtor and the creditors of his estate, as the price received will enable the Debtor to pay the full amount owing (approx. $5,011,864.10 - as of the Petition Date, plus post-petition interest (at the default rate under the mortgage documents), costs, expenses, and fees of consultants, advisors, and attorneys) to secured creditor Briar Capital Real Estate Fund, LLC, along with paying the largest amount possible to the unsecured creditors of the Debtor. The Debtor does not seek to distribute the funds to be received by him from the sale of the Property. Those proceeds will be escrowed by the Debtor and distributed to his general unsecured creditors. The Debtor asks the Court (i) to authorize him at closing to pay the usual and customary closing costs of sale (including, but not limited to, accrued taxes, real estate broker's commissions, and other expenses necessary for closing); and (ii) to approve the agreement between Debtor and Boral for waiver and release of Boral's right of first refusal and purchase option with respect to the Property under Article 37 and Article 39 of the current commercial lease, in exchange for the receipt of $150,000 in cash at the closing of a sale of the Property, assumption of the Boral Lease by the Debtor, assignment of the Boral Lease by the Debtor to any buyer, and assumption of the Boral Lease by any buyer. A hearing on the Motion is set for Aug. 27, 2018 at 10:30 a.m. Objections, if any, must be filed within 21 days after the date of service. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Carl_Schiro_31_Sales.pdf The Purchaser: LEVCOR ACQUISITIONS, LLC 1001 West Loop South, Suite 600 Houston, TX 77027 Attn: Herbert L. Levine Telephone: (713) 268-3719 Facsimile: (713) 268-3723 E-mail: llevine@levcor.com The Purchaser is represented by: NATHAN SOMMERS JACOBS 2800 Post Oak Blvd., 61st Floor Houston, TX 77056 Attn: Andrew H. Dillon, Esq. Telephone: (713) 892-4810 Facsimile: (713) 892-4800 E-mail: llevine@levcor.com Counsel for Debtor: Matthew Hoffman, Esq. Alan B. Saweris, Esq. HOFFMAN & SAWERIS, P.C. Riviana Building 2777 Allen Parkway, Suite 1000 Houston, TX 77019 Telephone: (713) 654-9990 Facsimile: (713) 654-0038 Carl Joseph Schiro sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-33015) on June 4, 2018. The Debtor tapped Matthew Hoffman, Esq., at Hoffman & Saweris, P.C., as counsel. CAROL LLOYD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Carol Lloyd Inc. dba MMDS of Asheville 3011 Harrah Drive Suite T Spring Hill, TN 37174 Business Description: Carol Lloyd Inc., Spring Hill, Tennessee, provides mobile X-ray and imaging services to care givers and care facilities. Carol Llyod previously filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on May 15, 2017 (Bankr. W.D.N.C. Case No. 17-10207). Chapter 11 Petition Date: August 15, 2018 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Case No.: 18-05432 Judge: Hon. Marian F Harrison Debtor's Counsel: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 618 Church St Ste 410 Nashville, TN 37219 Tel: 615 256-8300 Fax: 615 255-4516 Email: slefkovitz@lefkovitz.com Total Assets: $1,021,401 Total Liabilities: $3,515,467 The petition was signed by Lloyd M. Williams, III, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/tnmb18-05432.pdf CHINA COMMERCIAL: Delays Second Quarter Financial Report -------------------------------------------------------- China Commercial Credit, Inc., was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018 on a timely basis because the Company requires additional time to work with its auditors and legal counsel to prepare and finalize the Form 10-Q. The Company anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date. It is expected that for the fiscal quarter ended June 30, 2018 the Company will report net profit of approximately $9.5 million compared to net loss of approximately $4.9 million for the three months ended June 30, 2017. About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- currently engages in used luxurious car leasing. The used luxurious car business is conducted under the brand name "Batcar" by the Company's VIE entity, Beijing Youjiao Technology Limited. China Commercial incurred a net loss of US$10.69 million for the year ended Dec. 31, 2017, compared to a net loss of US$2.58 million for the ended Dec. 31, 2016. As of March 31, 2018, China Commercial had US$7.31 million in total assets, US$11.76 million in total liabilities and a total shareholders' deficit of US$4.45 million. The report from the Company's independent accounting firm Marcum Bernstein & Pinchuk LLP on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CM RESORT: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: CM Resort LLC 75001 IH-20 Gordon, TX 76453 Business Description: CM Resort LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 15, 2018 Case No.: 18-43168 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Russell F. Nelms Debtor's Counsel: Gerrit M. Pronske, Esq. PRONSKE GOOLSBY & KATHMAN, P.C. 2701 Dallas Parkway, Suite 590 Plano, TX 75093 Tel: (214) 658-6500 Fax: 214-658-6509 E-mail: gpronske@pgkpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mark Ruff, member and authorized agent. The Debtor failed to include 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/txnb18-43168.pdf COMSTOCK RESOURCES: Closes Contribution Agreement with Jerry Jones ------------------------------------------------------------------ Comstock Resources, Inc., has closed the previously announced contribution of oil and gas properties from entities wholly-owned by Dallas businessman Jerry Jones in exchange for 88,571,429 shares of common stock of the Company. Comstock also has completed a comprehensive refinancing plan, which included a cash tender offer for all of the outstanding senior notes of the Company, a redemption of any untendered senior notes of the Company and the closing of a new bank credit facility. In connection with the closing of the refinancing transactions, the proceeds from the previously announced offering and sale of $850.0 million in aggregate principal amount of new 9 3⁄4% senior unsecured notes due 2026 were released from escrow. The proceeds plus borrowings under the Company's new bank credit facility and cash on hand were used to fund the tender offer and redemption. Following the consummation of the refinancing transactions, the Company's only outstanding debt will be the new senior notes and borrowings under the bank credit facility. "We are extremely excited about our new investment in Comstock," stated Jerry Jones. "We look forward to growing the Company through its Haynesville and Bossier shale drilling program." Jones Contribution Following the approval by the Company's stockholders at its annual meeting held Aug. 10, 2018 of the share issuance under the contribution agreement and an increase in the capital stock of the Company, the Company completed the acquisition of certain oil and gas assets located in North Dakota and Montana which were valued by the Company at $620.0 million in exchange for 88,571,429 newly issued shares of Comstock common stock, which represent approximately 84% of the Company's outstanding shares. The effective date for the acquisition of the assets was April 1, 2018. Deutsche Bank Securities Inc. acted as financial advisor to Comstock on this transaction. Tender Offer The Company announced the results of its cash tender offer for its outstanding Senior Secured Toggle Notes due 2020, 7 3⁄4% Convertible Secured PIK Notes due 2019, 9 1⁄2% Convertible Secured PIK Notes due 2020, 10% Senior Secured Notes due 2020, 7 3⁄4% Senior Notes due 2019, and 9 1⁄2% Senior Notes due 2020, which collectively represented all of Comstock's outstanding notes prior to the refinancing transactions. The tender offer expired at 11:59 p.m., New York City time, on Aug. 10, 2018. As of the expiration date of the tender offer, the following aggregate principal amounts of the Existing Notes had been validly tendered and not withdrawn by the holders thereof: % of Aggregate Agreggate Principal Principal Amount Amount Existing Notes Tendered Tendered -------------- ------------ ---------- 10% Sr. Secured Toggle Notes due 2020 $666,367,860 95.6% 7 3⁄4% Conv. Secured PIK Notes due 2019 $241,241,066 81.6% 9 1⁄2% Conv. Secured PIK Notes due 2020 $68,831,631 35.1% 10% Sr. Secured Notes due 2020 $1,255,000 43.7% 7 3⁄4% Sr. Notes due 2019 $5,310,000 29.6% 9 1⁄2% Sr. Notes due 2020 $1,242,000 25.6% All of the Existing Notes validly tendered and not validly withdrawn as of the expiration date of the tender offer were accepted for payment pursuant to the tender offer. Holders of any 10% Senior Secured Toggle Notes due 2020 and 10% Senior Notes due 2020 tendered prior to 5:00 p.m., New York City time, on July 27, 2018 received a purchase price of 105.000% of the principal amount thereof. Holders of all other series of Existing Notes and holders any of the 10% Senior Secured Toggle Notes due 2020 and 10% Senior Notes due 2020 tendered after 5:00 p.m., New York City time, on July 27, 2018 received a purchase price of 100.000% of the principal amount thereof. The Company also paid accrued and unpaid interest on tendered Existing Notes accepted for purchase from the last interest payment date on each series of Existing Notes up to, but excluding, Aug. 14, 2018. In conjunction with the tender offer, the Company solicited consents from holders of each series of the Existing Notes to certain proposed amendments to the indenture governing such series of the Existing Notes. The Company received sufficient consents from holders of the 10% Senior Secured Toggle Notes due 2020 and the 7 3⁄4% Convertible Secured PIK Notes due 2019 to adopt the amendments to the respective indentures to amend the applicable redemption provisions to shorten the required notice period, release the liens on the collateral securing those notes and eliminate most of the covenants and certain of the default provisions applicable to those notes. BofA Merrill Lynch acted as dealer manager and solicitation agent for the tender offer. D.F. King & Co., Inc. served as the Depositary and Information Agent for the tender offer. Questions regarding the tender offer and the related consent solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or at (980) 388-4813 (collect). The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Consent Solicitation Statement, dated July 13, 2018, and the related Consent and Letter of Transmittal, as amended, that were sent to holders of the Existing Notes. The tender offer was made only through, and subject to the terms and conditions set forth in, the applicable tender offer documents and related materials. Redemption of the Existing Notes Following the closing of the tender offer, the Company called for redemption in full any and all of the Existing Notes that remained outstanding, as set forth below: Aggregate Outstanding Principal Amount Following Redemption Existing Notes Tender Offer Price --------------- ------------- ---------- 10% Sr. Secured Toggle Notes due 2020 $30,827,140 105.000% 7 3/4% Conv. Sec. PIK Notes due 2019 $54,223,631 100.000% 9 1/2% Conv. Sec. PIK Notes due 2020 $127,086,377 100.000% 10% Sr. Secured Notes due 2020 $1,580,000 105.000% 7 3⁄4% Sr. Notes due 2019 $12,649,000 100.000% 9 1⁄2% Sr. Notes due 2020 $3,618,000 100.000% The redemption will be made in accordance with the terms of the indenture governing each series of the Existing Notes and the terms of the applicable notice of redemption. The Company will redeem each series of Existing Notes at the respective redemption price set forth above, plus accrued and unpaid interest from the last interest payment date on each series of Existing Notes up to, but excluding, the applicable redemption date. The redemption price will be due and payable on the respective redemption price upon surrender of the Existing Notes. A notice of redemption is being mailed to all remaining registered holders of Existing Notes by American Stock Transfer & Trust Company LLC, the trustee for each series of the Existing Notes. Copies of the notices of redemption may be obtained from AST by calling 1-877-248-6417. New Credit Facility The Company also announced that it had entered into its previously announced new bank credit facility. The bank credit facility was arranged by BMO Capital Markets and has an initial borrowing base of $700.0 million, which will be re-determined on a semi-annual basis. The bank credit facility is secured by substantially all of Comstock's and its subsidiaries’ assets and is administered by Bank of Montreal. Borrowings will bear interest, at the Company's option, at LIBOR plus 2% to 3% or a base rate plus 1% to 2%, in each case depending on the utilization of the borrowing base. Comstock will pay a commitment fee of 0.375% to 0.5% on the unused borrowing base. About Comstock Comstock Resources, Inc. (NYSE: CRK) 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. 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 June 30, 2018, Comstock Resources had $921.3 million in total assets, $1.36 billion in total liabilities and a total stockholders' deficit of $442.4 million. CONFIE SEGUROS II: S&P Lowers ICR to 'CCC', On Watch Developing --------------------------------------------------------------- On Aug. 15, 2018, S&P Global Ratings lowered its issuer credit rating on Confie Seguros Holding II Co. to 'CCC' from 'CCC+'; the ratings remain on CreditWatch with developing implications, where we placed them on May 18, 2018. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien facility to 'CCC+' from 'B-' and second-lien facility to 'CC' from 'CCC-', reflecting the issuer downgrade. We also affirmed the '2' recovery rating on the first lien, indicating our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in a payment default scenario, and our '6' recovery rating on the second lien, indicating a negligible (0%-10%; rounded estimate: 0%) recovery." The downgrade primarily reflects Confie's refinancing risk stemming from its significant debt maturities over the next three and nine months, as well as continued covenant tightness and elevated leverage. Its $261.4 million second-lien term loan is due in May 2019, but if not addressed, it will trigger a November 2018 springing maturity on the $655 million first-lien term loan (which had previously been due in 2021). As such, the maturities are effectively in three months on its first-lien loan and nine months on its second-lien loan. While the company is actively looking to address refinancing needs, with only three months left to the maturity date, S&P believes there is increased risk that Confie will undertake a transaction that it may view as a distressed exchange or not successfully refinance as the maturity date approaches. S&P said, "The CreditWatch developing listing reflects the potential that we will could either raise or lower our ratings on Confie in the next three months based on its ability to successfully refinance its upcoming maturities. If Confie addresses its upcoming maturities, we could raise our ratings by one or more notches depending on the capital structure, leverage and coverage levels, and covenant cushion. On the other hand, we could lower our ratings at any time before the November 2018 first-lien facility's maturity date if Confie announces its intention to undertake an exchange offer or similar restructuring that we classify as distressed, or if we believe a default is inevitable." COPSYNC INC: Lugenbuhl Wheaton Represents Multiple Creditors ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, filed a verified statement disclosing its multiple representation of creditors of Copsync, Inc.: (a) Michelle Haver; (b) Eddie Lopez; (c) Ashley Powell; (d) Christina Powell; (e) Rob Powell; (f) Julie Prescott; (g) Alonso Reyes; (h) Jan Roe; (i) Sabrina Rogers; (j) Roger Gomez; (k) Steve Harris; (l) Johnny Vares; (m) Lindsey Herrara; (n) Holly Kline; and (o) Thien Tran. The firm can be reached at: Tewart F. Peck, Esq. Benjamin W. Kadden, Esq. Meredith Grabill, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD S 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 E-mail: speck@lawla.com bkadden@lawla.com mgrabill@lawla.com About COPsync COPsync, Inc., was created in 2005 as a "software for a service or platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP, serves as special counsel. Alliance Overnight Document Service, LLC, is the Debtor's noticing agent. CORALVILLE CITY: Moody's Withdraws Ba2 Annual Appropriation Rating ------------------------------------------------------------------ Moody's Investors Service has withdrawn the City of Coralville, IA's Ba2 annual appropriation ratings due to a lack of sufficient information. The action applies to $15 million of annual appropriation obligations, including bonds and certificates of participation (COPs). This concludes the review for downgrade that was initiated by Moody's on June 28, 2018. RATINGS RATIONALE Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. LEGAL SECURITY Coralville's annual appropriation obligations are secured by the city's pledge to pay debt service on the bonds or lease payments on the COPs, subject to annual appropriation by the city. PROFILE Coralville is located adjacent to the western and northern borders of the City of Iowa City (Aaa stable) in Johnson County. The city's estimated population is 20,000 residents. CP LIQUIDATION: Aug. 30 Auction of 53K Beanie Babies Set -------------------------------------------------------- CP Liquidation of Cleveland, Inc., and CP Liquidation of Dalton, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a notice of their sale of inventory, being approximately 53,000 Beanie Babies in marketable condition, via auction. The current high offer is $0.50 per item from Southeastern Salvage, 6052 Lee Highway, Chattanooga, Tennessee with the total amount to be determined at the counting of the individual items. The counsel has reached out to several potential buyers and there is interest in participating in an auction at the date and time set. The Trustee does not warrant the number of items, thus the price per item. The property will be sold cash at closing to the buyer willing to pay the highest dollar for the Beanie Babies in their current location. By 3:00 p.m. (ESDT) on Aug. 31, 2018, the successful bidder will be required to deliver to the counsel a deposit of $5,000 in each of the two cases, i.e. $10,000 total, which will be credited toward the purchase price. If said deadline is not met, the next highest bidder will be deemed the successful bidder and will make its deposit by noon, Sept. 5, 2018. In either event, should the buyer fail to close within the month of September 2018, the counsel may deem the offer withdrawn and the deposits will be forfeited, and the Trustee will sell to the next highest bidder. The Auction will be held on Aug. 30, 2018 at 9:30 a.m. in the Court with the hearing on the approval of the sale to be held as noticed at 10:30 a.m. The Property to be sold will bring more at public auction rather than private sale. The expenses of sale will be paid from the proceeds of the sale. The items are currently in two locations located in Cleveland, Tennessee and Dalton, Georgia. The jointly administered bankruptcy cases are In re CP Liquidation of Cleveland, Inc., and CP Liquidation of Dalton, Inc. (Bankr. E.D. Tenn. Lead Case No. 17-11920). CPI CARD: Incurs $16.7 Million Net Loss in Second Quarter --------------------------------------------------------- CPI Card Group Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $16.70 million on $61.45 million of total net sales for the three months ended June 30, 2018, compared to a net loss of $2.16 million on $54.83 million of total net sales for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss of $24 million on $116.31 million of total net sales compared to a net loss of $6.66 million on $105.25 million of total net sales for the same period during the prior year. As of June 30, 2018, the Company had $215.59 million in total assets, $355.85 million in total liabilities and a total stockholders' deficit of $140.26 million. Adjusted EBITDA for the second quarter of 2018 was $8.9 million, compared with $7.2 million in the prior year period, primarily reflecting revenue growth from more profitable emerging products and solutions. Adjusted Net Income from continuing operations in the second quarter of 2018 was $1.1 million, or an adjusted income from continuing operations of $0.10 per diluted share, compared with Adjusted Net Loss from continuing operations of $1.1 million in the second quarter of 2017. Scott Scheirman, president and chief executive officer of CPI, stated, "We are pleased with our second quarter results, which include 12% year-over-year revenue growth driven by strong performance in Prepaid and growth of our emerging products and solutions. We are tracking in line with our business plan through the first half of 2018. During the second quarter, we continued to expand relationships with new and existing customers by executing on our strategic priorities of deep customer focus, providing market-leading quality products and customer service, a market competitive business model and continuous innovation. At the same time, we made an important strategic move to sharpen our focus on our core customers, markets, products and solutions by selling our U.K. business." Balance Sheet, Cash Flow, Liquidity Cash used in operating activities for the first half of 2018 was $1.4 million, and capital expenditures totaled $2.1 million. Free cash flow for the first half of 2018 was a use of $3.5 million, on a continuing operations basis. At June 30, 2018, the Company had $17.8 million of cash and cash equivalents and a $40.0 million revolving credit facility, of which $20.0 million was available for borrowing. Total debt principal outstanding, comprised of the Company's First Lien Term Loan, was $312.5 million at June 30, 2018, unchanged from Dec. 31, 2017. Net of debt issuance costs and discount, recorded debt was $304.8 million as of June 30, 2018. The Company's First Lien Term Loan matures on Aug. 17, 2022 and includes no financial covenants. John Lowe, chief financial officer, stated, "I am thrilled to be part of the CPI Card Group team. When deciding to join CPI, I was attracted to its strong position in our market space, its talented and dedicated team and history as an innovator in the industry. My past eight weeks with the Company have served to further solidify the reasons why I joined CPI, and I look forward to partnering with Scott and the entire CPI team to advance our long-term strategy for growth and profitability. Our second quarter financial and operating performance is reflective of the solid progress we are making against our key strategic priorities, and we believe we have adequate cash and liquidity to support our business plan moving forward." A full-text copy of the Form 10-Q is available for free at: https://is.gd/OpcBJx About CPI Card CPI Card Group -- http://www.cpicardgroup.com/-- is a provider of payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. Serving the Company's customers from locations throughout the United States, Canada and the United Kingdom, the Company has a network of high security facilities in the United States and Canada, each of which is certified by one or more of the payment brands: Visa, MasterCard, American Express, Discover and Interac in Canada. The Company is headquartered in Littleton, Colorado. CPI Card incurred a net loss of $22.01 million for the year ended Dec. 31, 2017, compared to net income of $5.40 million for the year ended Dec. 31, 2016. As of March 31, 2018, CPI Card had $228.90 million in total assets, $352.32 million in total liabilities and a total stockholders' deficit of $123.41 million. * * * As reported by the TCR on April 4, 2018, Moody's Investors Service downgraded its ratings for CPI Card Group Inc., including the company's Corporate Family Rating (to Caa1, from B3) and Probability of Default Rating (to Caa1-PD, from B3-PD). Moody's said the downgrades broadly reflect continued uncertainty about whether CPI can return to revenue and profit growth over the next 12 to 18 months, and an earnings and cash flow profile that can adequately support the company's heavy debt burden. In March 2018, S&P Global Ratings lowered its corporate credit rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that CPI's capital structure is unsustainable at current levels of EBITDA. However, we do not anticipate a default scenario over the next 12 months given that we believe liquidity availability will be sufficient to absorb the expected negative discretionary cash flow. CWGS ENTERPRISES: S&P Affirms 'BB-' ICR & Alters Outlook to Neg. ---------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Lincolnshire, Ill.-based CWGS Enterprises LLC to negative and affirmed its 'BB-' issuer credit rating. S&P said, "At the same time, we affirmed the 'BB+' issue-level rating, with a '1' recovery rating, on subsidiary CWGS Group LLC's senior secured debt. "The negative outlook reflects our revised forecast for total operating lease-adjusted debt to EBITDA deteriorating to the mid-4x area in 2018, potentially improving to the mid- to high-3x area in 2019. These measures are weak compared to our 4x downgrade threshold for Camping World. "The negative outlook reflects our updated forecast for leverage to be above our 4x lease-adjusted debt to EBITDA downgrade threshold in 2018. Although leverage could improve to the mid- to high-3x area in 2019, we expect leverage to be weak compared to our downgrade thresholds until Gander begins contributing meaningful EBITDA, which we believe is possible in 2020. "We could lower ratings if we believe Camping World will sustain our measure of total lease-adjusted debt to EBITDA above 4x. This could result from continued operating losses at Gander stores in 2019, or Gander stores not ramping up as quickly as we anticipate by 2020. The impact of lower profitability at Gander would be exacerbated if the core RV business also materially underperforms our forecast. The RV business is highly cyclical; therefore, we would like to see at least 0.5x-0.75x of cushion compared to our downgrade threshold during times of economic and consumer spending growth. We could also lower the rating if the company continues to pursue leveraging acquisitions that sustains our measure of leverage above 4x. "We could revise the outlook to stable if good operating performance in the core RV business continues and we are confident that Gander will become profitable, such that we believe Camping World will sustain our measure of leverage closer to the low-3x area. This would likely result from Gander's EBITDA at least breaking even in 2019, and we believe there is a clear path to meaningful profitability in 2020. Higher ratings are unlikely given that the company's financial policy for its reported debt to EBITDA in the low-2x area translates into our measure of adjusted leverage about 1x higher compared to reported leverage. However, we could raise ratings if we believe the company will sustain our measure of total lease-adjusted debt to EBITDA below 3x, incorporating anticipated volatility over the economic cycle. Additionally, we could consider raising ratings if the company successfully executes on its strategy for Gander, and we conclude that the company's outdoor lifestyle income streams offer enough of a diversification and scale benefit to improve our view of business risk." DGS REALTY: May Continue Using Cash Collateral Until September 30 ----------------------------------------------------------------- The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire authorized DGS Realty, LLC, to use the cash collateral of Ocwen Loan Servicing, LLC, in the ordinary course of its business during the period from August 1, 2018 through September 30, 2018 or the date on which the Court enters an order revoking Debtor's right to use cash collateral in accordance with the budget. The cash collateral budget provides total monthly cash payout of $10,406. Ocwen is granted a postpetition replacement lien and security interest in all post-petition property of the estate of the same type against which Ocwen held validly perfected and not avoidable liens and security interests as of the Petition Date, and the cash proceeds thereof, to the extent that such a lien or security interest is not otherwise extended under Section 552(b)(2). The replacement lien will maintain the same priority, validity and enforceability as such liens on the cash collateral, but will be recognized only to the extent of any diminution in the value of the collateral resulting from the use of cash collateral pursuant to the Order. In addition, the Debtor is expected to: (a) timely file monthly operating reports during this case through the Court's electronic filing system and provide Ocwen with a copy. (b) pay Ocwen its monthly mortgage payment of $6,745.55, each month. These payments will be the normal mortgage payments and loan payments going forward, which will continue pending further order of the Court. (c) provide Ocwen or its authorized agents with access to the Properties for the purposes of physically inspecting or appraising the same upon Ocwen's reasonable notice and request therefore and a copy of the appraisal will be provided to DGS Realty. A final hearing on DGS Realty's use of cash collateral will be held on September 26, 2018 at 2:00 p.m. The Debtor will file and serve a motion requesting such use by September 12 and objections to the final approval of the Motion must be filed and served by September 19. A full-text copy of the Order is available at http://bankrupt.com/misc/nhb18-10024-46.pdf About DGS Realty Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate limited liability company. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. The company is an affiliate of Walter H. Booth Clause 4 Trust, which sought bankruptcy protection (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 18-10024) on Jan. 11, 2018. In the petition signed by David H. Booth, the Manager, the Debtor estimated assets and debts between $1 million and $10 million. Representing the Debtor is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. DIAMONDBACK ENERGY: S&P Puts 'BB' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'BB' issuer credit rating, on Midland, Texas-based Diamondback Energy Inc. on CreditWatch with positive implications. S&P said, "We also placed the 'BB' issue-level rating on Diamondback's senior unsecured notes on CreditWatch with positive implications. The recovery rating on this debt is '3', indicating our expectation of meaningful (50% to 70%; rounded estimate: 65%) recovery to creditors in the event of a payment default." The CreditWatch placement on Diamondback Energy reflects the likelihood for an upgrade following the close of its acquisition of Energen Corp. Like Diamondback, Energen's assets are focused entirely in the Permian Basin. The acquisition will add about 70% to Diamondback's year-end 2017 proved reserve base and second quarter 2018 production, along with midstream assets. Pro-forma for the transaction, Diamondback's proved reserves will be over 700 million barrels of oil equivalent (mmboe) with daily production of 215 mboe/d. The combined company will hold 390,000 acres in the Permian Basin, with over 7,000 net drilling locations. S&P said, "If the transaction is completed as proposed, we would expect to raise our rating on Diamondback to reflect its larger reserve and production base, while still maintaining moderate leverage. We expect the upgrade would be limited to one notch. We intend to resolve the CreditWatch listing around the close of the transaction, which we expect to occur by the end of the fourth quarter of 2018." DIRECTVIEW HOLDINGS: Posts $24.2 Million Net Income in 2nd Quarter ------------------------------------------------------------------ DirectView Holdings, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Aug. 16, 2018. DirectView was unable, without unreasonable effort or expense, to file its Quarterly Report by the Aug. 14, 2018 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Quarterly Report. The Company reported net income of $24.24 million on $1.11 million of total net sales for the three months ended June 30, 2018, compared to a net loss of $2.67 million on $1.23 million of total net sales for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss of $1.84 million on $2.31 million of total net sales compared to a net loss of $582,104 on $1.35 million of total net sales for the same period a year ago. As of June 30, 2018, the Company had $2.69 million in total assets, $14.58 million in total liabilities and a total stockholders' deficit of $11.88 million. At June 30, 2018, the Company had a cash balance of $164,946 and a working capital deficit of $12,521,909. The Company reported a net increase in cash for the six months ended June 30, 2018 of $96,509. While the Company currently has no material commitments for capital expenditures, at June 30, 2018 the Company owed approximately $1.8 million under various notes payable. During the six months ended June 30, 2018, the Company raised $1.3 million of proceeds through the issuance of convertible notes payable. A full-text copy of the Form 10-Q is available for free at: https://is.gd/bqAwOw About Directview Holdings Through its subsidiaries, DirectView Holdings, Inc.'s business operates within two divisions (i) security and surveillance, and (ii) video conferencing services. The Company is headquartered in Boca Raton, Florida. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com/ DirectView incurred a net loss of $1.55 million in 2017 compared to a net loss of $4.79 million in 2016. As of March 31, 2018, DirectView Holdings had $2.65 million in total assets, $40.02 million in total liabilities and a total stockholders' deficit of $37.36 million. The report from the Company's independent accounting firm Assurance Dimensions on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company had a net loss and cash used from operations of approximately $1.5 million and $420,000, respectively for the year ended of Dec. 31, 2017 and a working capital deficit of approximately $13 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DISASTERS STRATEGIES: May Use $12,000 Cash on Interim Basis ----------------------------------------------------------- The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Disasters, Strategies and Ideas Group, LLC to use up to $12,000 as may be necessary to maintain operations on an interim basis pending a final hearing on the Cash Collateral Motion. A copy of the Interim Order is available at http://bankrupt.com/misc/flnb18-40375-29.pdf About Disasters, Strategies and Ideas Group, LLC Disasters, Strategies and Ideas Group, LLC -- http://dsideas.com-- is an emergency management and homeland security services consulting firm. DSI was established by former North Carolina and Florida Emergency Management Director Joe Myers in 2003 to provide emergency management services to state, local and federal agencies. Headquartered in Tallahassee, Florida, DSI serves Florida and the Southeast with a team of professionals that is expert in all aspects of homeland security and emergency management, with its primary focus being disaster recovery grant management services. Disasters, Strategies and Ideas Group, LLC filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-40375), on July 17, 2018. The Petition was signed by Joseph Myers, vice president. The case is assigned to Judge Karen K. Specie. The Debtor is represented by Bruner Wright, P.A. At the time of filing, the Debtor had less than $50,000 in estimated assets and $1 million to $10 million in estimated liabilities. DPW HOLDINGS: Delays Q2 Report to Complete Review ------------------------------------------------- DPW Holdings, Inc., notified the Securities and Exchange Commission via a Form 12b-25 that it will be delayed in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2018. "The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the fiscal year ended June 30, 2018 has imposed requirements that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant," the Company stated in the filing. Preliminary Results DPW Holdings' CEO and Chairman, Milton "Todd" Ault, III said, "We continue to execute our stated strategic plan to create a diverse portfolio of assets with global growth potential. Our successful acquisition of Enertec Systems 2001, Ltd. during the second quarter added important engineering talent, which expands the technical design and manufacturing capabilities of each of the companies within our Coolisys subsidiary. As we move forward, we intend to continually evaluate our diverse portfolio of assets, seeking opportunities to capitalize on new market opportunities in advanced technologies and manufacturing, as well as monetize existing assets for the benefit of all DPW Holdings' shareholders." Recent Highlights DPW Holdings - Completed acquisition of Enertec Systems 2001, Ltd. - Completed development of new AntEater ASIC miner. - Relocated cryptocurrency mining operations for energy savings. Enertec business secured a $4.3 million order for advanced missile control system. Microphase Corporation secured a $4.1 million, multi-year order for communications filters. Super Crypto Mining business mined approximately $719,000 in cryptocurrencies. Coolisys' order backlog totals over $71.0 million at August 15, 2018. Preliminary Results of Operations * Preliminary gross revenue for the second quarter of 2018 is expected to be between $7.1 million and $7.4 million, increasing from $1.8 million in the second quarter of 2017 and $5.2 million in the first quarter 2018. * Gross margin for the second quarter of 2018 is expected to be approximately 18.2 percent, compared to 40.1 percent for the second quarter of 2017. Cryptocurrency mining revenues during the second quarter were lower than the operating costs of the company's mining operation, which primarily consist of colocation costs and depreciation. * Preliminary net loss for the second quarter of 2018 is expected to be between approximately $7.0 million and $7.3 million, compared to net loss of $1.9 million for the second quarter of 2017. * The Company's preliminary second quarter 2018 results include non-cash charges of between approximately $4.1 million and $4.3 million, compared to non-cash charges of $1.4 million for the second quarter of 2017. Preliminary Balance Sheet * Preliminary total assets at June 30, 2018 increased by $14.9 million, to $53.4 million, compared to total assets of $38.5 million for the quarter ending March 31, 2018. * The Company's investment portfolio as of June 30, 2018 included an investment in convertible promissory notes, warrants and shares of common stock of $7.7 million in Avalanche International Corp dba MTIX International, Inc. Under GAAP accounting rules, the value of the warrants and shares of common stock are marked-to-market on a quarterly basis, which can result in significant fluctuations reflecting the volatility of the underlying market. * During the quarter ended June 30, 2018, the Company generated a total of $719,000 from its cryptocurrency mining operations and used $605,000 to pay down its convertible debt and $201,000 to invest in additional miners. The company is closely monitoring cryptocurrency market conditions and believes it has the capacity to have approximately 10,000 miners deployed by December 31, 2018, subject to available financing and more favorable Bitcoin pricing. * Preliminary total stockholders' equity at June 30, 2018 totaled approximately $30.8 million, an increase of $9.0 million compared to total stockholders' equity of $21.8 million for the quarter ending March 31, 2018. Full Year 2018 Gross Revenue Guidance The Company updated its fiscal year 2018 gross revenue expectation to between $34.0 million and $39.0 million, compared to its previous guidance of $44 million to $49 million. The Company's updated guidance includes the assumption that its cryptocurrency mining operations will continue to operate at current levels and that Bitcoin prices remain depressed at between $6,000 and $6,500 during the second half of 2018. In addition, guidance was reduced to adjust for the fact that the Company's acquisitions of Enertec Systems and I.AM, Inc. closed later in the second quarter than originally anticipated. The Company estimates that its current annualized gross revenue run-rate is approximately $40 million. The Company expects to report final results of its second quarter through timely submission of its Quarterly Report on Form 10-Q to the SEC on or before Aug. 20, 2018. About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company with a growth strategy of acquiring undervalued assets, disruptive technologies, sustainable solutions, and exciting ventures for incubation and development to their full potential for long-term growth and investor returns. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. DPW Holdings incurred a net loss of $10.89 million in 2017 following a net loss of $1.12 million in 2016. As of March 31, 2018, DPW Holdings had $38.49 million in total assets, $16.66 million in total liabilities and $21.83 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DPW HOLDINGS: Raises $1 Million in New Debt Financing ----------------------------------------------------- DPW Holdings, Inc. has raised $1,010,000 in new debt financing through the entry into a Securities Purchase Agreement with institutional investors for the issuance of (i) Secured Promissory Notes with an aggregate principal face amount of $1,212,000, and (ii) 400,000 shares of common stock. The shares of common stock will be issued subject to NYSE/American approval, and subsequently be registered pursuant to a new registration statement on Form S-3. The Notes are not convertible. In connection with this financing, the Company and Super Crypto Mining, Inc. granted the investors a springing security interest in SCM's assets. The new funding is the second of a series of investments in the real estate sector, which the Company continues to see as a long-term source of new stable revenue for its investors. This foundational investment will be used to finance its participation in the construction of the five-star ultra-luxury Manhattan hotel development previously announced on May 25, 2018. To date, DPW Holdings has invested approximately $2MM in the 94,000 square foot hotel project featuring 96 opulent appointed rooms and suites, located one block east of the Hudson River, in the heart of the TriBeCa North Historic District. As previously disclosed, DPW is investing alongside venerable New York real estate development companies, Mactaggart Family & Partners LP and Caspi Development. "The Company continues to grow its assets through financing that seeks to minimize the issuance of equity and the cost of debt. We continue to pursue transactions that are accretive to the Company's balance sheet," said Milton "Todd" Ault, III, the Company's CEO and Chairman. On June 8, 2018, the Company became a limited partner by entering into a limited partnership agreement in a partnership responsible for the construction and related activities of the hotel. DPW, as a limited partner, has agreed to finance a portion of the capital required by the partnership. About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company with a growth strategy of acquiring undervalued assets, disruptive technologies, sustainable solutions, and exciting ventures for incubation and development to their full potential for long-term growth and investor returns. DPW, through its wholly-owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing technology-based solutions for critical applications and lifesaving services, in which innovation is the main driver. Coolisys serves the defense, aerospace, naval, homeland security, medical, telecom, datacom, and industrial markets. DPW Holdings incurred a net loss of $10.89 million in 2017 following a net loss of $1.12 million in 2016. As of March 31, 2018, DPW Holdings had $38.49 million in total assets, $16.66 million in total liabilities and $21.83 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DREAM MOUNTAIN: Trustee Selling Preston Property for $2.6 Million ----------------------------------------------------------------- Aaron C. Amore, the Chapter 11 trustee of Dream Mountain Ranch, LLC, asks the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the sale of interest in property known as Dream Mountain Ranch, 8150 North Preston Highway, Preston County, West Virginia to Andrew L. Tepper for $2.1 million, subject to overbid. The Debtors own the Property, an approximately 1,100 acre cervid farm and game preserve with a main lodge, chalet, three cabins, a pavilion, a barn and several outbuildings. As of the date of the petition, the Debtor valued the Property at $4.6 million. Somerset Trust Co. filed a proof of claim (No.2) evidencing a secured first lien on the Property of approximately $651,442. Note Co., LLC filed a proof of claim (No.3) evidencing secured second lien on the Property of approximately $4,902,897. Note Co. has an allowed administrative expense claim which will have priority over any and all administrative expenses; at all times be senior to any rights arising under section 546(c) of the Bankruptcy Code; and at all times be secured by a perfected priority lien and security interest on all assets of the Debtor, superior in priority to all properly perfected liens and security interests, including, without limitation, the lien and security interest of Somerset Trust to the extent of the financing of up to $50,000. The Trustee has not exhausted the DIP Funding at the time of the filing of the Motion. The Trustee employed Natalie Hoffman as realtor for the Trustee who proceeded to market the Property at a list price of $2.9 million upon consent of the secured creditors and in consultation with the realtor retained in the case. He has obtained a contract for the sale of the Property in the amount of $2.1 million with the Buyer, whose mailing address is 4717 Middle Road, Allison Park, PA 15101-1174. The offer is a cash purchase. The Trustee anticipates that after the costs of sale the Estate will receive funds that, after payment of the administrative claim, will result in a return to the estate to pay claims filed by the Debtor's unsecured creditors. The secured debt exceeds both the listing and purchase price, however, the secured creditor, Note Co. has agreed to a carve out to pay the Trustee's administrative fees and costs as well as the sole unsecured claim filed in the case. As of the date of the fling of the Motion there is only one unsecured claim to Laurel Aggregates, Claim No. 1 in the amount of $6,444. Subject to the Upset Bid Procedures set forth, The Trustee proposes to sell the Property for $2.1 million to the Buyer. He believes that the sales price is fair and reasonable considering the Trustee's estimation as to value. The Property is sold "as is" subject only to the terms and conditions outlined in the contract for sale. From the sale proceeds, the Trustee proposes to pay the costs of the sale. He estimates that, after the payment of the costs of sale, net proceeds will be realized from the sale that the Trustee proposes to pay claims filed by the Debtor's secured creditors priority and/or unsecured creditors. Aside from the priority administrative claim of Note Co. and the secured liens held by Note Co. and Somerset Trust, the Property is otherwise free and clear of liens or other financial encumbrances. Objections, if any, must be filed within 23 days from the filing of the Motion. Any party interested in purchasing the Property should file a notice of an upset bid with the Court and serve the United States Trustee and Chapter 11 Trustee and Note Co. with copies of such notice within the time set by the Bankruptcy Court Clerk. The Alternative Minimum Bid is $2.2 million. Any cash equivalent of this amount will be considered given that such upset bid is of equal or more favorable terms. If a qualified Alternative Minimum Bid is timely received by the Trustee, then the Trustee will receive bids in incremental amounts of $10,000 until no further bids are received or a period of 20 days elapses with no additional bids. The Trustee asks the Court to waive the 14-day stay of the order approving the sale under Fed. R. Bankr. P. 6004(h). A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/CP_Liquidation_486_Sales.pdf About Dream Mountain Ranch Dream Mountain Ranch, LLC, is a privately-held company that owns a deer and elk hunting game area in North Central West Virginia. It offers 15 hunting stands and still hunts scattered across a 1,000-plus acres property. It offers lodge featuring four bedrooms, three baths, a full-sized kitchen, wrap around porch, and a hot tub. The area also features several activities guest can enjoy including the Ohiopyle State Park, Falling Water, Blackwater Falls, and Coopers Rock. Dream Mountain Ranch sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 17-01051) on Oct. 27, 2017. In the petition signed by managing member Dietrich Steve Fansler, the Debtor disclosed $5.02 million in assets and $2.53 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtor hired Gianola, Barnum, Bechtel & Jecklin, L.C. as its legal counsel; Dietrich Fansler as its managing agent; and Tetrick & Bartlett, PLLC as its accountant. On Jan. 18, 2018, Aaron C. Amore was appointed as the Chapter 11 Trustee of Dream Mountain Ranch. The Trustee retained his own firm, Amore Law, PLLC, as counsel. EASTERN POWER: S&P Affirms 'BB-' Debt Rating, Outlook Stable ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' rating on Eastern Power LLC's $1.6 billion senior secured first-lien term loan due 2023 and $50 million revolving credit facility due 2021. The outlook is stable. S&P said, "The '3' recovery rating on the debt remains unchanged, reflecting our expectation that lenders can expect meaningful (50% to 70%; rounded estimate: 60%) recovery if a payment default occurs. "The rating affirmation stems from our expectation that, with the $200 million upsize, the project will continue to have debt service coverage ratios (DSCRs) in line with our previous expectations of above 2x during the term loan B period, with a minimum of 1.15x during S&P Global Ratings' refinancing case, specifically in 2023 If the project upsizes the term loan by an amount different than $200 million, it could impact the rating. "The stable outlook reflects Eastern Power's reliance on predictable capacity payments for most of its cash flow over the next few years, our expectations for sound operational performance, and debt outstanding on the term loan at refinancing of about $825 million. We expect robust DSCRs near and above 2.5x until refinancing, when DSCRs drop to 1.14x in our analysis. We further expect stable operational performance and cash sweeps that accelerate paydown on the term loan. "We would likely lower the rating if expected debt service coverage fell below 1.1x on a sustained basis in the post-refinancing period, which could stem from operational issues that lower availability and increase maintenance costs, lower-than-expected capacity prices in NYISO Zone J over the next few years, sooner-than-expected implementation of New York NOx limits for peakers, or higher debt outstanding at refinancing. "While unlikely at this time, an upgrade would likely require sound operational performance and significantly lower debt at maturity, which would require debt service coverage ratios over 1.75x on a sustained basis, including the refinancing period." ECS REFINING: Court Okays Dynamic's Acquisition of Certain Assets ----------------------------------------------------------------- Dynamic Lifecycle Innovations, a full-service electronics and materials lifecycle management corporation providing solutions for electronics recycling, IT asset disposition (ITAD), legislative compliance, product refurbishment, remarketing and resale, metals recovery, and data security, on Aug. 14 disclosed that it has been awarded by the courts the official approval to acquire certain IT asset inventory and intangible assets of ECS Refining, Inc. The sale was authorized under bankruptcy court proceedings and does not transfer to Dynamic Lifecycle Innovations (formerly Dynamic Recycling) any liabilities or obligations of ECS Refining, which filed for Chapter 11 bankruptcy in late April 2018 and closed at the end of June 2018. Under the sale agreement, Dynamic will purchase ECS' customer and vendor data, software access rights, business name, Web sites, and asset management services (AMS) equipment inventories in its Stockton, California; Mesquite, Texas; and Columbus, Ohio locations. "Prior to its recent bankruptcy issues, ECS had built a solid brand and reputation," says Miles Harter, Dynamic Lifecycle Innovations CEO. "Dynamic is extremely passionate about doing things right for our clients. We are excited to provide ECS customers with reputable, customized, secure, and cost effective solutions for all stages of the IT lifecycle through our vertical integration, greater breadth and depth of services, and in-house logistics." Dynamic Lifecycle Innovations also offers ECS customers pick-up services for end-of-life solar panels in need of disposal due to damages from weather, shipping, or installation. This includes solar PV panels of all types, inverters, and broken and/or salvaged units. As with any material Dynamic accepts, the company guarantees that clients' solar panels will be properly recycled to their fullest extent and never disposed of in a landfill, in full compliance with all local, state, and federal rules and regulations. Dynamic will proactively contact all ECS clients to discuss how the company can fulfill their ITAD, electronics recycling, data security, and logistics needs. Customers are also encouraged to contact Dynamic directly at 877.781.4030 for immediate questions, comments, and service requests, including previous shipment data and current/future pick-up needs. About Dynamic Lifecycle Innovations Dynamic Lifecycle Innovations -- http://www.thinkdynamic.com/-- is a full-service electronics and materials lifecycle management corporation providing solutions for IT asset disposition, electronics recycling, legislative compliance, product refurbishment, remarketing and resale, metals recovery, and data security with locations in Onalaska, Wis.; Nashville, Tenn.; and Minneapolis, Minn. The company creates customized service packages designed to safeguard its customers' sensitive data and protect the environment from e-waste and other pollutants. About ECS Refining Inc. ECS Refining, Inc. -- https://www.ecsrefining.com/ -- offers a full suite of IT asset management and disposition solutions. It provides national brand protection solutions for environmental services, IT asset management, data protection and end-of-life electronic recycling services. ECS was founded in 1980 by Jim and Ken Taggart as a processor of post-manufacturing scrap and residues for OEMs in the Silicon Valley. As the electronics industry enjoyed rapid growth and manufacturing operations were outsourced to other parts of the world, ECS adapted by shifting its focus to processing post-consumer electronics. The company has locations in Rogers, Arizona; Santa Clara, California; Santa Fe Springs, California; Stockton, California; Columbus, Ohio; Medford, Oregon; Portland, Oregon; and Mesquite, Texas. ECS Refining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22453) on April 24, 2018. In the petition signed by Jack Rockwood, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert S. Bardwil presides over the case. The Debtor tapped Snell & Wilmer LLP as its legal counsel; Ringstad & Sanders LLP as special counsel; and MCA Financial Group, Ltd., as its financial advisor. W. Donald Gieseke was appointed as the Chapter 11 Trustee. The Trustee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP as his legal counsel. ENERGEN CORP: S&P Puts 'BB' Issuer Credit Rating on Watch Positive ------------------------------------------------------------------ S&P Global Ratings placed its 'BB' issuer credit rating on Birmingham, Ala.-based oil and gas exploration and production company Energen Corp. on CreditWatch with positive implications. S&P said, "We also placed the 'BB' issue-level rating on Energen's senior unsecured notes on CreditWatch with positive implications. The recovery rating on this debt remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery to creditors in the event of a payment default. "The 'BBB-' secured issue-level on the company's $1.05 billion secured credit facility is unchanged. The recovery rating on the facility is '1' reflecting our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. We typically cap issue-level ratings at one notch above the ICR at the 'BB+' rating level. "The CreditWatch placement reflects the likelihood for an upgrade after its acquisition by Diamondback Energy Inc. closes. We expect the combined company to demonstrate improved scale of operations and related operational efficiencies, as well as our expectation for continued strong financial measures. We expect to raise the ratings on both companies when the transaction closes. "If the company completes the transaction as proposed, we would expect to raise our ratings on Energen and Diamondback by one notch to 'BB+'. We will resolve the CreditWatch listing around the close of the transaction, which we expect to occur by the end of 2018." EVERGREEN PRODUCTS: EGP Buying Interest in Assets for $50K ---------------------------------------------------------- Evergreen Products, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the private sale of interest in office furniture and electronics, inventory and scrap, as well as certain vehicles and forklifts, to EGP Enterprises, LLC for $50,000. In the Petition Date, the Debtor began winding down its operations. Prior to the Petition Date, the Debtor engaged Ideal Trading Asset Recovery Solutions, experienced auctioneers, appraisers and liquidators, to appraise and value the Assets of the Debtor. Ideal issued an appraisal on Oct. 16, 2017. The forced liquidation value of the Assets was found to be $42,525. The Appraisal was obtained by the Debtor because it negotiated for a sale of the Assets to EGP pre-petition. A Sale Contract, subject to Court approval, was entered into on Oct. 27. 2017. The Debtor is asking an Order authorizing it to sell the Assets free and clear of all claims, liens, mortgages, security interests, charges, encumbrances, and other interests. It believes that the estate will attain the highest value if the Assets are sold together as the cost to move, warehouse, inventory and market adversely affects the value of the Assets -- as Ideal concluded. EGP was willing to pay more than the appraised value of the Assets because it will engage in the same business as that of the Debtor. Moreover, EGP is to employ the Debtor's principals. Prior to entry of the Agreement, the Debtor attempted to solicit other bids and transactions with other parties but no higher or better offer was obtained. The salient terms of the Contract are: a. Purchase Price: $50,000 b. Assets Sold: The contract essentially provides for the acquisition of the Debtor's cash and cash equivalents, accounts receivable, intellectual property, equipment, machinery, fixtures, furniture, furnishings, vehicles, computer equipment and telephone equipment, inventory, office supplies, advertising, marketing and promotional materials, transferable permits, licenses, certifications and approvals, agreements and contracts, telephone numbers and internet domains, rights of action, prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights under warranties, insurance benefits, and books and records, and intangible assets. c. Liabilities: No liabilities of the Debtor are to be assumed by the Buyer. d. Closing Date: The Closing will occur on a date mutually agreed upon by the parties. e. Employees: On the closing date, the Debtor will terminate all employees. The Buyer may in its discretion offer employment on an at will basis to any or all of such employees. Employment will be offered to the Debtor's principals pursuant to an employment agreement to be entered into post-closing. f. Termination: The Agreement may be terminated by the mutual written agreement of the parties or by written notice by a party of a breach of the Agreement by the other, or if a closing does not occur by March 1, 2018. It has not been terminated. g. Costs: Each party is to bear its own costs, fees and expenses incurred in the consummation of the sale. A copy of the Contract and the Appraisal attached to the Motion is available for free at: http://bankrupt.com/misc/Evergreen_Products_61_Sales.pdf The Assets are encumbered by a lien held by BNB Bank in the outstanding amount od $1,593,576. BNB Bank has consented to releasing its lien on $20,000 of the sale proceeds, which will benefit the estate, with the proviso that $10,000 will be reserved for the payment of unsecured claims and $10,000 will be reserved for the payment of the Debtor's attorneys' fees. The Purchaser: EGP ENTERPRISES, LLC Attn: Kaushal Majmudar 623 Morris Avenue Springfield, NJ 07081 About Evergreen Products Founded in 2004, Evergreen Products LLC -- http://www.egreenproducts.com/-- is a manufacturer of packaged terminal air conditioning units. Evergreen offers customers the latest eco-friendly Minisplit products with advanced remote control features. Evergreen carries a full line of hydronic PTAC units (steam, hot water or electric heat) and Ductless Mini-Split systems (heat pump or electric heat), with great choices in accessories and legacy replacement units. Evergreen offers professional grade, factory authorized services for basic repairs, preventive maintenance or upgrades to enhance performance & features. Evergreen's offices and warehouses are located in Woodside, New York. Evergreen Products LLC, based in Newark, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-31858) on Oct. 29, 2017. In the petition signed by Christopher Powis, president, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Philip Guarino, Esq., at Guarino Law, LLC, serves as bankruptcy counsel to the Debtor. FC GLOBAL: Delays Second Quarter Financial Report ------------------------------------------------- FC Global Realty Incorporated was unable to file its Quarterly Report on Form 10-Q for the period ending June 30, 2018 because of unanticipated delays in the completion of its financial statements and related portions of the Form 10-Q, which delays could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 under the Securities Exchange Act of 1934, the Company anticipates filing its Form 10-Q no later than five calendar days following the prescribed due date. About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) founded in 1980, is transitioning from its former business as a skin health company to a company focused on real estate development and asset management, concentrating primarily on investments in high quality income producing assets, hotel and resort developments, residential developments and other opportunistic commercial properties. The company is headquartered in New York. As of March 31, 2018, FC Global had $6.79 million in total assets, $8.86 million in total liabilities, $5.03 million in redeemable convertible preferred stock Series B and a total stockholders' deficit of $7.10 million. The report from the Company's independent accounting firm Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred net losses for each of the years ended Dec. 31, 2017 and 2016 and has not yet generated any revenues from real estate activities. As of Dec. 31, 2017, there is an accumulated deficit of $134.45 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FENNER AVENUE: Judge Denies Extension of Exclusive Plan Deadline ---------------------------------------------------------------- The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey has entered an order denying Fenner Avenue LLC's Motion to extend the period of exclusivity in which to file a Chapter 11 Plan. Although the Debtor has timely filed a Motion, asking the Court to extend the period of exclusivity in which the Debtor may file a Chapter 11 Plan by 60 days beyond the original May 14, 2018 deadline. The Court, however, has determined that (a) the Debtor has been unable to provide a Certification of Service of the Motion and (b) the Debtor did not serve the Motion on any party in interest. About Fenner Avenue Fenner Avenue, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10755) on Jan. 13, 2018. Judge Vincent F. Papalia presides over the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. FIELDPOINT PETROLEUM: Posts $179,000 Net Income in Second Quarter ----------------------------------------------------------------- FieldPoint Petroleum Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $179,263 on $603,619 of total revenue for the three months ended June 30, 2018, compared to net income of $1.74 million on $899,691 of total revenue for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss of $31,510 on $1.09 million of total revenue compared to net income of $1.33 million on $1.73 million of total revenue for the same period a year ago. As of June 30, 2018, the Company had $7.44 million in total assets, $5.67 million in total liabilities and $1.77 million in total stockholders' equity. As of June 30, 2018, and Dec. 31, 2017, the Company has a working capital deficit of approximately $2,865,000 and $3,122,000, respectively, primarily due to the classification of its line of credit as a current liability. "We expect that the Company will continue to experience operating losses and negative cash flow for so long as commodity prices remain depressed. The audit report of our independent registered public accountants covering our financial statements for the fiscal years ended December 31, 2017 and 2016, include an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders may be materially and adversely affected," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/EhzvDH About FieldPoint Petroleum Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP) -- http://www.fppcorp.com/-- is engaged in oil and natural gas exploration, production and acquisition, primarily in Louisiana, New Mexico, Oklahoma, Texas and Wyoming. Fieldpoint Petroleum reported net income of $2.66 million in 2017 compared to a net loss of $2.47 million in 2016. As of Dec. 31, 2017, Fieldpoint Petroleum had $7.71 million in total assets, $5.91 million in total liabilities and $1.80 million in total stockholders' equity. Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FM 544 PARK VISTA: Shaw Trust Represented by Stromberg Stock ------------------------------------------------------------ In the Chapter 11 cases of FM 544 Park Vista, Ltd., and PA VIST, LLC, Richard Shaw and Richard C. Ruschman in his capacity as the trustee of the Shaw Family Trust No. 3 filed their notice of joint representation of creditors under Rule 2019 of the Federal Rules of Bankruptcy Procedure. Shaw was responsible for operations of the Debtors prior to bankruptcy. Shaw was a party to the compromise and settlement agreement approved by the Court on Dec. 8, 2017, and has sought to enforce same in the Court. The Shaw Family Trust is, as disclosed in the Debtor's court-approved disclosure statement, the majority holder of allowed "equity" interests in the Debtors. In particular, the Shaw Family Trust owns a 99.8% limited partnership interest in FM 544 Park Vista, Ltd. (Pavist, the managing general partner of FM 544 Park Vista, Ltd., owns a 0.2% general partnership interest in FM 544 Park Vista, Ltd.) Shaw is the manager of Pavist, LLC; 100% of the member interest of Pavist, LLC, is owned by the Shaw Family Trust. After the payment of administrative, priority, and general unsecured creditors, the Shaw Family Trust is the anticipated recipient of distributions from the remainder of the Debtors' estates upon confirmation if their plan of reorganization is confirmed. Due to an alignment of interests and in the interest of avoiding duplication of expenses, at the instance of Shaw and Richard C. Ruschman, acting in his capacity as the trustee of the Shaw Family Trust, the parties have elected to be jointly represented by: Mark Stromberg, Esq. STROMBERG STOCK, PLLC 8750 North Central Expy., Suite 625 Dallas, TX 75231 Tel: (972) 458-5353 Fax: (972) 861-5339 E-mail: mark@strombergstock.com 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. FRANKLIN ACQUISITIONS: Interested Purchasers Tap Counsel -------------------------------------------------------- In the Chapter 11 case of Franklin Acquisitions LLC, Harrel L. Davis, a partner in the law firm of Gordon Davis Johnson & Shane, P.C., filed a verified statement to disclose its multiple representation of creditors pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Gordon Davis represents these creditors in their capacity as judgment creditors pursuant to final judgments entered in the Circuit of the Eleventh Judicial Circuit, in and for Miami-Dade County Florida against William Abraham: a. Ivan Aguilera b. IGSFA Management, LLC In addition, Gordon Davis represents these parties interested in acquiring real property from the bankruptcy estate: a. Franklin Mountain Management, LLC, b. Alvaro Bustillos, c. Tom Bohannon, d. Miguel Fernandez, and e. Downtown Renaissance JV. Downtown Renaissance JV is a joint venture comprised of Franklin Mountain Management, LLC, and an entity related to Miguel Fernandez. Downtown Renaissance JV has made an offer to purchase 20 properties from the William Abraham and Franklin Acquisitions, LLC bankruptcy estates and to pay off all claims against the estates as well as administrative expenses. Some of the properties in that offer include properties for which Mr. Bohannon and Mr. Butsillos have made offers. The Trustee has rejected the offers made by Mr. Bustillos. Mr. Bustillos has made a new offer for the property located at 1701 N. Stanton, El Paso, Texas. Gordon Davis is represented by: Harrel L. Davis, Esq. GORDON DAVIS JOHNSON & SHANE P.C. 4695 N. Mesa Street El Paso, TX 79912 Tel: (915) 545-1133 Fax: (915) 545-4433 E-mail: hdavis@eplawyers.com About Franklin Acquisitions Franklin Acquisitions LLC is a privately held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott presides over the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee of Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. GIBSON BRANDS: Sets Bidding Procedures for Nashville Property ------------------------------------------------------------- Gibson Brands, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of the real property known as 1117 Church Street, Nashville, Davidson County, Tennessee at auction. In late 2017, Gibson entered into a contract to sell the Property to Starguitar, LLC for approximately $12 million. However, prior to the closing of that sale, Somera Road, Inc. commenced litigation against Gibson in Davidson County, Tennessee Chancery Court, claiming it had a contract to purchase the Property based on a series of emails dated between Dec. 9, 2017 to Dec. 11, 2017 and/or a series of unexecuted versions of a "Letter of Intent for the Church Street Property" dated between Dec. 9, 2017 to Dec. 11, 2017. In connection with this litigation, Somera filed a lis pendens against the Property. As a result, the Debtors were unable to close on the sale of the Property to Starguitar, resulting in Starguitar commencing litigation against Gibson in the State Court seeking to enforce its contract with Gibson and filing its own lis pendens against the property. The Debtors dispute any allegation that they entered into an enforceable agreement with Somera and, as part of these Chapter 11 Cases, the Debtors have sought and obtained Bankruptcy Court approval to reject any purported contract between Somera and Gibson. Concurrently with the filing of the Motion, the Debtors are also seeking Bankruptcy Court approval to reject the contract between Gibson and Starguitar with respect to the Property. The Debtors, in the exercise of their business judgment and in conjunction with their anticipated restructuring through a chapter 11 plan of reorganization, have determined to ask to sell the Property. To do so, the Debtors ask approval to conduct an approximately 60-day comprehensive marketing and auction sale process with the assistance of CBRE, Inc., the Debtors' proposed broker. Under the proposed timeline, the Debtors would seek approval of the Sale at the confirmation hearing, and the Sale would not close until after confirmation of the Plan (but substantially contemporaneous with the Debtors' emergence). In addition, the Debtors intend to provide for the sale of the Property in the Debtors' Third Amended Joint Plan Chapter 11 Plan of Reorganization, and respectfully add that any order confirming the provide that: (i) the Sale of the Property pursuant to the Bidding Procedures is pursuant to the Plan, (ii) that the tax exemptions will apply to such Sale, and (iii) the 14-day stay requirement of Bankruptcy Rule 3020(e) is waived. The Bidding Procedures are intended to provide a fair, timely and competitive sale process consistent with the timeline of these Chapter 11 Cases. The salient terms of the proposed Bidding Procedures are: a. Deadline to Object to Proposed Bidding Procedures: Aug. 13, 2018 at 4:00 p.m. (ET) b. Stalking Horse Agreement Deadline: Aug. 17, 2018 at 4:00 p.m. (ET) c. Hearing to Consider Approval of Proposed Bidding Procedures: Aug. 20, 2018 at 10:00 a.m. (ET) d. Bid Deadline/Deadline to Object to Sale: Sept. 20, 2018 at 4:00 p.m. (ET) e. Deposit: 10% of the proposed purchase price f. Minimum Bid: $11 million g. Auction: The Debtors propose that the Auction will take place at 10:00 a.m. (CT) on Sept. 25, 2018, or such other time as the Debtors may notify Qualified Bidders who have submitted Qualified Bids. h. Bid Increments: $50,000 i. Any Sale will be on an "as is, where is" basis and without representations or warranties of any kind by the Debtors or their agents, except and solely to the extent expressly set forth in the final Sale agreement approved by the Court. j. Sale Hearing: Sept. 27, 2018 at (TBD):00 a.m. (ET) k. Closing: Approximately one week after approval of sale m. Pursuant to the Bidding Procedures, any person or entity holding a valid, perfected security interest in the Property may ask to credit bid some or all of its claims. Each person holding a valid, perfected security interest in the Property for which it submits a credit bid will be deemed a Qualified Bidder. In addition, if there is a Stalking Horse Agreement, the Stalking Horse Bidder may include in any overbid at the Auction a credit bid in the amount of the Bid Protections. The Debtors ask approval to sell the Property free and clear of any and all liens, claims, interests and encumbrances. The Debtors ask authority to enter into a Stalking Horse Agreement on Aug. 17, 2018, provided that such Stalking Horse Agreement contains a cash purchase price of at least $11 million. In connection therewith, the Debtors ask approval of Bid Protections consisting of (a) a break-up fee in the amount of 2% of the purchase price set forth in the Stalking Horse Agreement, payable upon and at the closing of a Sale of the Property to another bidder from the proceeds of such Sale; and (b) reimbursement of reasonable, documented out-of-pocket expenses up to $50,000, payable upon and at the closing of an Alternative Transaction from the proceeds of such Sale. The Stalking Horse Bidder may include in any overbid at the Auction a credit bid in the amount of the Bid Protections. In order to facilitate the potential assumption and assignment to the Successful Bidder of executory contracts and unexpired leases related to the Property, if any, the Debtors propose Assumption and Assignment Procedures. The Debtors will send an Assumption and Assignment Notice, to all counterparties to executory contracts and unexpired leases related to the Property, if any. The Assumption and Assignment Notice will attach a list of the Contracts and Leases that may potentially be assumed and assigned to the Successful Bidder as part of the Sale, as well as the amount necessary to cure any default or unpaid obligations under each such Contract or Lease, based upon the Debtors' books and records. The Debtors propose that unless otherwise provided in the Successful Bidder's REPA, at any time until one day prior to Sale Hearing, the Successful Bidder may add or remove a Contract or Lease from the schedule of "Assigned Contracts" annexed to such REPA. They propose that, unless otherwise ordered by the Court, counterparties to Contracts and Leases that are identified on the Contracts List will have until the earlier of (a) 14 calendar days after the date on which this notice was mailed to the counterparty and (b) the deadline established pursuant to the Disclosure Statement Order, to file with the Court and serve on the Debtors' counsel an objection to the Debtors' proposed assumption of such Contract or Lease or to the proposed Cure Amount. Any objections to the proposed assignment of such Contract or Lease will be filed with the Court and served on the Debtors' counsel no later than 14 calendar days after the date on which this notice was mailed to the counterparty, provided that objections with respect to adequate assurance of future performance may be filed and served at any time prior to the Sale Hearing. Any objections with respect to the assumption or assignment or Cure Amounts of Contracts and Leases will be heard and determined at the Sale Hearing. Based on the foregoing, the Debtors submit that they have demonstrated that the proposed Sale is a sound exercise of the Debtors' business judgment and should be approved as a good faith transaction. The proposed Sale Order provides that the proceeds of the Sale shall be applied in accordance with the Final DIP Order. The Debtors asks that the Court waives the 14-day stay period under Bankruptcy Rules 3020(e) and 6004(h). A copy of the proposed APA and Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Gibson_Brands_530_Sales.pdf A hearing on the Motion is set for Aug. 20, 2018 at 10:00 a.m. (ET). The objection deadline is Aug. 13, 2018 at 4:00 p.m. (ET). About Gibson Brands Founded in 1894 and headquartered in Nashville, Tennessee, Gibson Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries design and manufacture guitars and other fretted instruments. Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45, Hummingbird, and ES-335, among others. Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In the petition signed by CEO Henry E. Juszkiewicz, Gibson Brands estimated $100 million to $500 million in assets and liabilities. The Hon. Christopher S. Sontchi presides over the cases. The Debtors tapped Goodwin Procter LLP as their lead counsel; Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Brian J. Fox, managing director of Alvarez & Marsal North America LLC, as chief restructuring officer; Jefferies LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel, and PJT Partners is the financial advisor, to the ad hoc group of unaffiliated noteholders that is supporting the Debtors' restructuring. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 9, 2018. The Committee tapped Lowenstein Sandler LLP as its legal counsel; and FTI Consulting serves as financial advisor. GILBERTO SANCHEZ: Lopez Buying Wetumpka Property for $60K --------------------------------------------------------- Gilberto Sanchez asks the U.S. Bankruptcy Court for the Middle District of Alabama to authorize the sale of the reap property located at 530 W Central Road, Wetumpka, Elmore County, Alabama to Ofelia del Carmon Lopez for $60,000. The Purchaser has been in a bond for title since September of 2016. She is paying $60,000 to complete the purchase of the home. The only lien is the judgment lien held by Oceanchem International. Oceanchem International will received $50,000 in exchange for a full release of the lien. The Debtor will set aside $650 to pay Quarterly Fees associated with the distribution of any proceeds. The bankruptcy case is In re Gilberto Sanchez (Bankr. M.D. Ala. Case No. 18-31218). GROM SOCIAL: Reports $1.35 Million Net Loss for Second Quarter -------------------------------------------------------------- Grom Social Enterprises, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.35 million on $1.77 million of sales for the three months ended June 30, 2018, compared to a net loss of $1.21 million on $1.77 million of sales for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss of $2.44 million on $3.81 million of sales compared to a net loss of $4.13 million on $3.48 million of sales for the six months ended June 30, 2017. As of June 30, 2018, Grom Social had $19.02 million in total assets, $12.88 million in total liabilities and $6.14 million in total stockholders' equity. At June 30, 2018, the Company had $392,005 in cash. During the six months ended June 30, 2018, net cash used in operating activities was $(857,670) compared to net cash used of $(74,212) during the same period in 2017. The increase of $783,458 in net cash used in operating activities is primarily attributable changes in operating assets of approximately $253,000 and a reduction of approximately $645,000 in common stock and fees exchanged for services. Net cash used in investing activities during the period ended June 30, 2018 increased approximately $130,000 compared to the same period in 2017 and is directly attributable to an increase in the purchase of fixed assets in the same amount. Net cash provided by financing activities was $1,172,635 for the three months ended June 30, 2018 compared to $995,000 for the same period in 2017. The increase in net cash provided by financing activities of $177,635 is primarily due to $1,186,135 in proceeds from convertible notes in 2018 compared to zero in the same period in 2017, offset by proceeds from warrant exercises of $1,038.000 in 2017 compared to $61,500 in 2018. "We have incurred annual losses since inception and expect we may incur additional losses in future periods. Additionally, as of June 30, 2018, excluding related party payables to our officers and principal shareholders which are not anticipated to be paid for the foreseeable future, we had a working capital deficit of $1,233,603. "We currently have a monthly consolidated cash operating loss of approximately $150,000 to $180,000, or approximately $2,000,000 per year. In order to fund our operations, we believe we will be required to raise approximately $2,000,000. As of the date of this Form 10-Q we have no commitment from any investment banker or other traditional funding sources and, while we have had discussions with various potential funding sources, we have no definitive agreement with any third party to provide us with financing, either debt or equity. The failure to obtain the financing necessary to allow us to continue to implement our business plan will have a significant negative impact on our anticipated results of operations. "We expect to reduce our monthly cash operating loss through improved profitability. There can be no assurance we will be successful. Historically we have successfully funded our losses through equity issuances, debt issuance and through officer loans. We expect to be able to continue to fund our operating losses in a similar manner and believe that we can secure capital on reasonable terms although there can be no assurances," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/CIAwM8 About Grom Social Formerly known as Illumination America, Inc., Grom Social Enterprises, Inc. -- http://www.gromsocial.com/-- operates five subsidiaries, including Grom Social, a safe, social media platform for kids between the ages of five and 16. Since its beginnings in 2012, Grom Social has attracted kids and parents with the promise of a safe and secure environment where their kids can be entertained and can interact with their peers while learning good digital citizenship. The Company also owns and operates Top Draw Animation, Inc., an award-winning animation company which produces animated content for Grom Social and other high-profile media properties such as Tom and Jerry, My Little Pony and Disney Animation's Penn Zero: Part-Time Hero. In addition, Grom Educational Services provides web filter services up to an additional two million children across 3,700 schools and libraries, and Grom Nutritional Services is in the process of creating a line of healthy nutritional supplements for children. The report from the Company's independent accounting firm B F Borgers CPA PC, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Grom Social reported a net loss of $6.04 million in 2017 compared to a net loss of $10.71 million in 2016. As of March 31, 2018, Grom Social had $19.05 million in total assets, $12.04 million in total liabilities and $7.01 million in total stockholders' equity. HARLAND CLARKE: Bank Debt Trades at 5% Off ------------------------------------------ Participations in a syndicated loan under which Harland Clarke Holdings Corporation is a borrower traded in the secondary market at 94.56 cents-on-the-dollar during the week ended Friday, August 10, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.39 percentage points from the previous week. Harland Clarke pays 475 basis points above LIBOR to borrow under the $1.78 billion facility. The bank loan matures on November 3, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 10. HELIOS AND MATHESON: Yunxi Deng Acquires 9.3% Stake --------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Yunxi Deng reported reported beneficial ownership of 625,000 shares of common stock of Helios and Matheson Analytics Inc., which constitutes 9.35 based on 6,687,647 shares of common stock outstanding as of July 31, 2018, as the Issuer reported in its Form 8-K filed with the SEC on Aug. 1, 2018. A full-text copy of the regulatory filing is available at: https://is.gd/DMtZi8 About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. More recently, to provide greater value to stockholders, the Company has sought to expand its business primarily through acquisitions that leverage its capabilities and expertise. The Company is headquartered in New York City, has an office in Miami Florida and has an office in Bangalore India. The Company's common stock is listed on The Nasdaq Capital Market under the symbol "HMNY". Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. As of June 30, 2018, Helios and Matheson had $175.29 million in total assets, $138.73 million in total liabilities and $36.55 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. Stock May be Subject to Delisting from Nasdaq On June 21, 2018, Helios and Matheson received a deficiency letter from the Nasdaq Listing Qualifications Department notifying it that, for the prior thirty consecutive business days, the closing bid price for its common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rules, the Company has been given 180 calendar days, or until Dec. 18, 2018 to regain compliance with the Minimum Bid Price Requirement. HOVNANIAN ENTERPRISES: Moody's Affirms Caa1 CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirmed Hovnanian Enterprises, Inc.'s Caa1 Corporate Family Rating, B2 rating on its first lien senior secured debt, Caa2 rating on its secured debt, Caa3 rating on its senior unsecured debt, and SGL-3 speculative grade liquidity rating. Hovnanian's Probability of Default Rating was upgraded to Caa1-PD from Ca-PD. The rating outlook is stable. The rating action reflects Moody's view that the controversy surrounding the company's financing with interest payment restrictions and related derivatives market considerations appears to have been resolved and risks of potential near-term default events have somewhat subsided. The company's ratings reflect a manageable near-term debt maturity profile and favorable conditions in the homebuilding industry. Additionally, the ratings incorporate high financial leverage, low interest coverage, and the exposure to a variety of potential litigation and regulatory risks. The following rating actions were taken: Affirmations: Issuer: Hovnanian Enterprises, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Caa1 Pref. Stock Preferred Stock, Affirmed Ca (LGD6) Issuer: K. Hovnanian Enterprises, Inc. Senior Secured 1st Lien Regular Bond/Debenture, Affirmed B2 (LGD2) Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD2) Senior Secured Regular Bond/Debenture, Affirmed Caa2 (LGD4) Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD6) Senior Unsecured Bank Credit Facility, Affirmed Caa3 (LGD6) Upgrades: Issuer: Hovnanian Enterprises, Inc. Probability of Default Rating, Upgraded to Caa1-PD from Ca-PD Outlook Actions: Issuer: Hovnanian Enterprises, Inc. Outlook, Remains Stable Issuer: K. Hovnanian Enterprises, Inc. Outlook, Remains Stable RATINGS RATIONALE Hovnanian's credit profile is constrained by: 1) its high Moody's-adjusted debt to capitalization of nearly 150%; 2) its low homebuilding EBIT interest coverage; 3) declining revenue base expected in 2018 and 2019 as a result of community investment reductions; 4) underperformance relative to peers, specifically adjusted gross margins of 15.7% at LTM 4/30/2018 period as compared to the 20% average among homebuilders; and 5) the exposure to potential litigation and regulatory risks. However, the company benefits from: 1) reduced near-to-medium term refinancing risk given a manageable debt maturity profile with the nearest significant maturities in 2020 and 2021; 2) modest year-over-year growth in net contracts per average active selling community; and 3) its expectation of favorable homebuilding industry conditions in the next 12 to 18 months. The SGL-3 speculative grade liquidity rating reflects Hovnanian's adequate liquidity profile over the next 12 to 15 months. The company's internal liquidity is supported by its $249 million of cash on hand as of April 30, 2018, lack of financial maintenance covenants, and a manageable near-term debt maturity profile. Hovnanian has a $125 million senior secured revolving credit facility, which converts to a term loan in December 2019 and matures in 2022. This facility is anticipated to be utilized to repay Hovnanian's $75 million secured term loan in September 2018. The stable outlook reflects the company's manageable near-term debt maturity profile and supportive trends in the homebuilding industry that are expected to persist over the next 12 to 18 months. Although not anticipated in the intermediate term, the ratings could be upgraded if the company's debt to capitalization declines below 80%, interest coverage rises above 1.5x, gross margins increase above 21%, and liquidity improves materially. The rating could be downgraded if the company's liquidity profile weakens such that it cannot meet its debt service obligations or address debt maturities well in advance, if its homebuilding EBIT interest coverage is sustained below 1.0x, or if the company undertakes aggressive financial strategies. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Established in 1959 and headquartered in Red Bank, New Jersey, Hovnanian Enterprises, Inc. designs, constructs and markets single-family detached homes and attached condominium apartments and townhouses. In the LTM period ending April 30, 2018, the company generated approximately $2.2 billion in homebuilding revenue. HUMBERTO RAMIREZ: Brother Buyiing San Antonio Property for $728K ---------------------------------------------------------------- Humberto R. Ramirez asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the land located at 10219 Culebra Rd. San Antonio, Texas, NCB 18837, Block 17 LoT 58, Bexar County, Texas to Victor H. Ramirez or its assigns for $728,000. The Property is a 1.04 acre tract of land with a 45,333 square foot commercial building. Bexar County assessed the value of the property at $852,960. Pursuant to the Court's order entered on June 4, 2018, the stay will lift on Aug. 30, 2018, if the Debtor has not sold the Property and the secured creditor, Sage OG 1 will be able to foreclose on Sept. 4, 2018. The payoff amount agreed to by Sage on this real estate is $700,000 as of June 30, 2018. The property also has a secured lien on behalf of Bexar County in the amount of approximately $22,864. On June 29, 2018, the Debtor, Beto's Collision Inc., signed the Real Estate Contract to sell the Property to the Buyers. The Contract provides for a purchase price of $728,000. The Buyers are now willing and able to close on the sale. Victor H. Ramirez is the Debtor's brother, and is an insider under the Bankruptcy Code. The Debtor asks that the Court authorizes sale of the Property to the Buyers free and clear of all interest. Out of closing, he asks Sage, Bexar County, and all closing costs be paid at their claimed amounts with Debtor reserving the right to contest the amounts paid post closing. He asks that the remaining funds be held either in escrow with the title company or if the title company is unable or unwilling to hold the funds, the funds be held in the Smeberg Law Firm, PLLC IOLTA account at Broadway National Bank until further order of the Court. Finally, the Debtor is asking an expedited consideration. Only appearance at the hearing will be required to preserve an objection to sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Humberto_Ramirez_23_Sales.pdf The Purchaser: Victor H. Ramirez 9104 Gagnon Rd San Antonio, TX 78252 Telephone: (210) 844-0662 Facsimile: (210) 623-4662 E-mail: culebrasmms3@yahoo.com The Creditors: County of Bexar c/o Don Stecker Linebarger Goggin Blair and Sampson 711 Navaro Suite 300 San Antonio, TX 78205 SAGE OG I, Inc. c/o Jennifer F. Wertz Jackson Walker L.L.P. 100 Congress, Ste. 1100 Austin, TX 78701 Counsel for the Debtor: Ronald J. Smeberg, Esq. SMEBERG LAW FIRM, PLLC 2010 West Kings Highway San Antonio, TX 78201 Telephone: (210) 695-6684 Facsimile: (210) 598-7357 E-mail: ron@smeberg.com Humberto R. Ramirez sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 18-50810) on April 2, 2018. The Debtor tapped Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLLC, as counsel. JDHG LLC: To Pay Unsecureds $2,338 in 60 Monthly Installments ------------------------------------------------------------- JDHG, LLC, Caribbean Winds, Inc., August Sage Holdings, LLC, and Green Horizon, Inc., filed a joint disclosure statement describing their joint plan of reorganization. Under the joint plan, holders of Allowed General Unsecured Claims will be paid 100% through 60 consecutive equal monthly installments of $2,338.93, commencing on the 30th day of the month following the Effective Date and continuing on the 30th day of the following 59 months. With its own resources, the Debtors will be able to make the payments required by the Plan, as evidenced by the estimated balance of Debtors'in-possessions bank accounts of $180,000. Within 45 days from the Effective Date, the Debtors will be substantively consolidated with JDHG as the surviving entity, who will receive as such all real properties and other assets from the other Debtors, including all permits and licenses, and will be responsible for the consummation of this Plan. JDHG will then enter into a management agreement with Auberge Haven, pursuant to which Auberge Haven will manage JDHG's properties on the basis of $15,000 management fee, plus the reimbursement of all expenses incurred in the management and/or operation of JDHG's properties. A copy of the Joint Disclosure Statement is available at: http://bankrupt.com/misc/prb18-02811-11-68.pdf About JDHG LLC JDHG, LLC owns hotel furniture and fixtures at Wind Chimes Inn located in San Juan, Puerto Rico, and boat bar equipment valued at $65,255 in total. The company has accounts receivable of $4.6 million. JDHG sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 18-02810) on May 21, 2018. In the petition signed by John B. Dennis Brull, president, the Debtor disclosed $4.67 million in assets and $19.24 million in liabilities. Judge Mildred Caban Flores presides over the case. JEFE PLOVER: Case Summary & 5 Unsecured Creditors ------------------------------------------------- Debtor: Jefe Plover Interests, Ltd. 3509 Euclid Avenue Dallas, TX 75202 Business Description: Jefe Plover Interests, Ltd., based in Dallas, Texas, is engaged in activities related to real estate. Jefe Plover is affiliated with Forest Park Medical Center at Southlake and Forest Park Medical Center, LLC. Chapter 11 Petition Date: August 15, 2018 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 18-32722 Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Charles Brackett Hendricks, Esq. CAVAZOS HENDRICKS POIROT, P.C. 900 Jackson St., Suite 570 Dallas, TX 75202 Tel: (214) 573-7302 (214) 573-7300 Fax: (214) 573-7399 Email: chuckh@chfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by by Jeffrey H. Mims, Chapter 7 Trustee for the Bankruptcy Estate of Wade Neal Barker, Case No. 18-32014-sgj7. A copy of the Debtor's list of five unsecured creditors is available for free at: http://bankrupt.com/misc/txnb18-32722_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-32722.pdf JEREMY BAZAR: Selling Equipment for $19K ---------------------------------------- Jeremy E. Bazar and Laurie A. Bazar ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of (i) Grain Cart (2000 Brent Auger Wagon 672) to Fitzgerald Farms for $8,000; (ii) 2000 International Truck to MJ's Trucking fr $7,000; and (iii) 1997 Merrit Grain Trailer to Matt Frank for $3,500. The Debtors have eliminated certain farming operations and would like to sell certain equipment. They proposed sale of the equipment to the corresponding unrelated third-party buyers. These parties assert lien on the equipment: a. Grain Cart (2000 Brent Auger Wagon 672): (i) Capital Farm and (ii) Credit, PCA - more than $430,000, no proof of claim has been filed b. 1997 Merrit Grain Trailer: (i) Prosperity Bank, (ii) Capital Farm; and (iii) Credit, PCA - $10,006 including grain trailer c. 2000 International Truck: (i) Prosperity Bank, (ii) Capital Farm; and (iii) Credit, PCA - $10,006 including grain trailer Further, the Debtors have negotiated a fair and reasonable deal with these third-parties. The proposed buyers need the equipment would like to expedite the sale and purchase due to the current grain season, particularly the proposed buyer of the grain cart. He insists that the cart must be purchased immediately. The Debtors therefore respectfully request approval of sale equipment by noon, Aug. 3, 2018. One of the reasons Debtors were forced into asking bankruptcy relief was their expansion into farming operations which proved to be unprofitable and resulted in losses year after year. Thus, they currently have certain equipment for which they have no use or benefit from. Selling the equipment would enable the Debtors to remove them from insurance policies and eliminate other unnecessary expenses associated with keeping, securing, and maintaining such equipment. The Debtors ask authority to sell the Grain Cart free and clear of any interest in such equipment to the extent that such interest is a lien and the price at which the Equipment is to be sold is greater than the aggregate value of the liens on Equipment, including the lien asserted by Capital Farm, with $8,000 lien attaching to the proceeds of the sale of the Grain Cart. The Debtors propose to turn over sales proceeds to Capital Farm. They ask authority to sell the 2000 International Truck and 1997 Merrit Grain Trailer free and clear of any interest in such Truck and Trailer to the extent that such interest is a lien and the price at which the Equipment is to be sold is greater than the aggregate value of the liens on Truck and Trailer, including Prosperity Bank and Capital Farm Credit's liens, and the price at which the Equipment is to be sold is greater than $10,006, with Prosperity Bank and Capital Farm Credit's liens attaching to the proceeds of the sale. Prosperity Bank has filed a proof of claim for such amount and is being treated as payoffs of its claims prior to sale and purchase transaction. The Debtors will turn over sales proceeds to Prosperity Bank in full satisfaction of its claim. The remaining sale proceeds will be paid to Capital Farm. The sale of the equipment will be made "as is, where is" with no representation or warranty of any kind. To implement the foregoing successfully, the Debtors respectfully ask that the Court enters an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a) and excluding such relief from the 14-day stay period under Bankruptcy Rule 6004(h). Objections, if any, must be filed within 14 days from the date the notice was served. The Purchasers: FITZGERALD FARMS 1050 CR 469 El Campo, TX 77437 MJ'S TRUCKING 901 Neal St. Clinton, MS 39056 Matt Frank P.O. Box 300 Danbury, TX 77534 Counsel for the Debtors: Anabel King, Esq. Matthew B. Probus, Esq. WAUSON PROBUS One Sugar Creek Center Blvd., Suite 880 Sugar Land, TX 77478 Telephone: (281) 242-0303 Facsimile: (281) 242-0306 E-mail: aking@w-plaw.com MBProbus@w-plaw.com The bankruptcy case is In re Jeremy E. Bazar and Laurie A. Bazar (Bankr. S.D. Tex. Case No. 18-32135). JONES ENERGY: Forgoes Convertible Preferred Stock Dividend ---------------------------------------------------------- Jones Energy, Inc. said it will forgo payment of its previously declared contingent dividend on its 8% Series A Perpetual Convertible Preferred Stock. Also, per NYSE Rule 303A.08, Jones Energy will grant a Restricted Stock Unit award to Carl F. Giesler, Jr., the Company's new chief executive officer, as an inducement to his employment with the Company. Jones Energy modified the original award to facilitate broader structural adjustments to its compensation program. The foregone dividend is for the period beginning on the last payment date of May 15, 2018 through Aug. 14, 2018, payable to holders of Preferred Stock of record as of Aug. 1, 2018. In order for the Company to pay the dividend in full in shares of Class A common stock, the average of the daily volume weighted average price per share of Class A Common Stock for each day during the five consecutive day trading period ending Aug. 14, 2018, must be at or above $0.76. The Dividend Valuation Price did not meet the Floor Price. The right to receive this dividend will accrue for holders of Preferred Stock. Future Preferred Stock dividend payments will be evaluated on a quarterly basis. Inducement Award In order to facilitate broader structural adjustments to the Company's compensation program, the Compensation Committee of the Board of Directors has modified its original grant of 4,000,000 RSUs to the Company's new chief executive officer, Mr. Giesler, to now be for 3,000,000 RSUs as well as a compensatory cash component. The original award and the modified award were made as a material inducement to Mr. Giesler's hiring as chief executive officer of Jones Energy, and the RSU award is outside of the Company's Amended and Restated 2013 Omnibus Incentive Plan. Each RSU represents one share of Class A common stock of the Company and will continue to vest in equal one-third installments on July 1, 2019, July 1, 2020 and July 1, 2021 subject to Mr. Giesler's continued employment or accelerated vesting in certain circumstances. About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss attributable to common shareholders of $109.41 million in 2017, a net loss attributable to common shareholders of $45.22 million in 2016, and a net loss attributable to common shareholders of $2.38 million in 2015. As of June 30, 2018, Jones Energy had $1.85 billion in total assets, $1.26 billion in total liabilities, $91.53 million in series A preferred stock, and $504.93 million in total stockholders' equity. NYSE Noncompliance On March 23, 2018, the New York Stock Exchange notified the Company that it was non-compliant with certain continued listing standards because the price of the Company's Class A common stock over a period of 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain a listing on the NYSE. The Company now has a six-month cure period to regain compliance. JOSEPH HEATH: Whitford Buying Alexandria Property for $470K ----------------------------------------------------------- Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property located at 3378 Beechcliff Drive, Alexandria, Virginia to Theodore W. Whitford, III, for $470,000. The Debtor proposes selling the property to the Buyer for the agreed purchase price, pursuant to a contract dated July 27, 2018, with Addendums. There is no Seller's real estate commission incurred in the transaction, and only the Buyer's agent's commission of $11,750 is due on the sale. The property is encumbered by two liens: a Deed of Trust with Ocwen Loan Servicing, LLC with a balance of approximately $305,302, and a tax lien against the Debtor's interest held by the Internal Revenue Service in the amount of $970,369. The total of all liens on the property exceed the property's value and the net proceeds which are expected to come from the proposed sale. The value received from the sale is appropriate; this is a significantly higher price than the current assessed tax value of $454,490 as shown by the tax record. A draft ALTA Combined Settlement Statement 1 estimates that after payment of the Ocwen lien and the expenses of sale, net proceeds in the amount of $139,462 would be payable to the IRS, less a reserve for the United States Trustee's Quarterly fees for the 2nd Quarter of 2018. It has come to the parties' attention that there may be a defect in the house's foundation. An inspection is scheduled, and a reserve of $7,000 is appropriate to set aside pending the outcome of the inspection. As a result, the sale price may be reduced by that amount to cover the cost of any repair necessary. Upon information and belief, the trust holders whose claims are impaired by the proposed sale either have or will consent to the sale. The Debtor proposes to pay the first trust in its entirety from the sale and then turn over the balance at settlement to the IRS less an appropriate reserve for the payment of the United States Trustee's Quarterly Fees which will be incurred by the transaction. The proposed sale is in the best interest of the estate since it represents the greatest value to the estate and to the creditors which may be derived from the property, and also because the sale of this property will reduce the indebtedness owed to the IRS, the blanket lien holder, and help to create equity in the other property securing their claims. The Motion is consistent with the Second Amended Plan of the Debtor. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Heath_356_Sales.pdf About Joseph F. Heath Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett A. Brown, as counsel. On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended Plan. JP ADVANCED: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of JP Advanced Solutions, LLC as of August 14, according to a court docket. About JP Advanced Solutions JP Advanced Solutions, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-09028) on July 29, 2018. In the petition signed by Jerzy Poprawa, president, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor tapped Jonathan Philip Ibsen, Esq., at Canterbury Law Group, LLP, as its legal counsel. K & D HOSPITALITY: Sale of Non-liquid Assets to Fund Proposed Plan ------------------------------------------------------------------ K & D Hospitality, LLC, filed a small business disclosure statement to accompany its Chapter 11 plan, dated August 7, 2018, which proposes to pay general unsecured creditors 100% of their claims. Payment will be made in a lump sum as of the effective date of the Plan. Funds will come from proceeds of the sale of Debtor's non-liquid assets. The Debtor and or its shareholders will retain control of any assets remaining after distribution to creditors, including rights to object to claims or other rights available under the Bankruptcy Code. All creditors are considered to be unimpaired, and thus are conclusively presumed to accept the plan. Any unapproved administrative fees, or any amended claims requiring additional payment, will be held in escrow pending determination of those fees' and/or claims' validity before the Court. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-24167-155.pdf K & D Hospitality Founded in 2006, K & D Hospitality, LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D) that operates under the rooming and boarding houses industry. K & D Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 17-24167) on Oct. 18, 2017. In the petition signed by Parmod Patel, president, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Carlota M. Bohm presides over the case. Justin P. Schantz, Esq., at the Law Care of David A. Colecchia And Associates, serves as the Debtor's bankruptcy counsel. KANSAS INTERNAL: Files Chapter 11 Plan of Liquidation ----------------------------------------------------- Kansas City Internal Medicine, P.A., filed with the U.S. Bankruptcy Court for the District of Kansas a combined Chapter 11 plan of liquidation and disclosure statement dated August 1, 2018. The Plan proposes to pay creditors of the Debtor from sale of assets. It provides for no classes of secured claims; 1 class of unsecured claims; and 1 class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of the Plan has valued at approximately two cents on the dollar. More specifically, the Plan provides the following classification and treatment of claims: * Class 1: Priority Claims. Class I is impaired by the Plan, and each holder of a Class I Priority Claim will be paid in full, in cash, upon the later of the Effective Date of the Plan, or the date on which such claim is allowed by a final non-appealable order. Class I is deemed impaired. * Class 3: General Unsecured Creditors. Class 3 is impaired by the Plan and each holder of a Class 3 General Unsecured Claim will be paid pro rata with a minimum total distribution to the class of $50,000. * Class 4: Equity Security Holders of the Debtor. This is a Plan of Liquidation; hence, no equity shall remain. Payments and distributions under the Plan will be funded by monies in bank account. The identity and fair market value of the estate's assets is approximately $205,970.51 in the Debtor's bank account. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y7dxhn78 at no charge. About Kansas City Internal Medicine Kansas City Internal Medicine, P.A. -- https://www.kcim.com/ -- a division of Signature Medical Group, is a private internal medicine physician practice with more than 170 employees serving more than 135,000 patient visits per year. KCIM specializes in internal medicine, endocrinology, rheumatology, podiatry, integrative medicine, personalized healthcare, clinical psychology, and chiropractic. The company's gross revenue amounted to $3.86 million in 2016 and $26.69 million in 2015. KCIM has locations in Kansas City and Lee's Summit, Missouri, and in Overland Park in Kansas. Kansas City Internal Medicine sought Chapter 11 protection (Bankr. D. Kan. Case No. 17-22168) on Nov. 8, 2017. David Wilt, MD, its president, signed the petition. The Debtor disclosed total assets at $567,000 and total liabilities at $1,477,611. Judge Dale L. Somers is the case judge. The Debtor tapped Colin N. Gotham, Esq., at Evans & Mullinix, P.A., as counsel. The Debtor also hired Lindsay Auction & Realty Service, Inc., as auctioneer. KANTIS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Kantis Enterprises, LLC 251A Royal Palm Way, Suite 330A Palm Beach, FL 33480 Business Description: Kantis Enterprises, LLC is a privately held limited liability company in Palm Beach, Florida, in the office administrative services industry. Chapter 11 Petition Date: August 15, 2018 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 18-19896 Judge: Hon. Mindy A Mora Debtor's Counsel: Craig I. Kelley, Esq. KELLEY & FULTON, PL 1665 Palm Beach Lakes Blvd #1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: craig@kelleylawoffice.com dana@kelleylawoffice.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Stephanie Kantis, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-19896.pdf KYLE HUNT: Kitchens Buying Lascassas Property for $70K ------------------------------------------------------ Kyle and Kimberly Hunt ask the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the sale of the real estate described as Tract No. 8, Boundary Survey of the James Harris Farms, 0 Charles Smith Road, Lascassas, Tennessee, to John W. and Heather Kitchen for $70,000. Debtor Kyle Hunt was a home builder in Middle Tennessee for a number of years, doing business as Hunt Construction and had acquired the Property with the intention of developing and selling it in the course of his business. The Debtors listed the Property on Schedule A of their bankruptcy petition. The unimproved parcel of land consists of approximately 5.01 acres, part of the parcel designated on the tax map as 172 018.00 in the property assessor's office for Rutherford County, Tennessee. The Debtors and the Purchasers entered into the contract for the purchase and sale of the Property, free and clear of liens, claims, encumbrances, and interest, on July 30, 2018. The $70,000 Purchase Price is payable as follows: (a) The sum of $1,000 has been deposited by the Purchasers with the listing real estate broker, John Jones Real Estate, LLC, as an earnest money for the Property in accordance with the Purchase Agreement. Subject to the provisions of the Agreement, the Earnest Money will be applied to payment of the Purchase Price. (b) The balance of the Purchase Price will be paid at the closing of the sale of the Property and delivery of the Seller's Deed. The Lawyers Land and Title Services, PLLC, is to handle the closing at their Murfreesboro, Tennessee office. The Purchase Agreement provides that the listing broker, John Jones Real Estate, LLC, will receive compensation in the amount of 6% of the purchase price, payable at closing, in accordance with the Declaration of Real Estate Agent (as amended) and Order Approving Employment of Real Estate Agent. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/KP_Hunt_112_Sales.pdf The hearing on the Motion is set for Sept. 4, 2018 at 9:00 a.m. The objection deadline is Aug. 23, 2018. Counsel for the Debtors: Jason N. King, Esq. KIOUS, RODGERS, BARGER, HOLDER & KING, PLLC 503 North Maple Street Murfreesboro, TN 37130 Telephone: (615) 895-5566 Facsimile: (615) 895-8452 E-mail: jking@krbhk.com Kyle and Kimberly Hunt sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 3:18-bk-01786) on March 15, 2018. L & A AUTOMOTIVE: Unsecureds to be Paid in Full Over 60 Months -------------------------------------------------------------- L&A Automotive Center, Inc. filed a small business disclosure statement in support of its chapter 11 plan dated August 6, 2018. The Debtor has been in the business of automobile bodywork, towing, mechanical repair, and sales of used vehicles. Class 3 under consists of the non-priority unsecured creditors. All undisputed claims will be paid in full over the life of the Plan, $786 for 60 months. The Debtor will continue to operate with the same management and pay the Plan responsibilities from general revenue sources. The Debtor will obtain financing on the real property of the Debtor to pay off the Plan responsibilities. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nynb17-11559-1-42.pdf L&A Automotive Center, Inc. filed for chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 17-11559) on August 22, 2017, and is represented by Richard H. Weiskopf, Esq. of the Delorenzo Law Firm. LAKE BRANCH: Seeks Authority Interim Use of Cash Collateral ----------------------------------------------------------- Lake Branch Dairy, Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral on an emergency interim basis in accordance with the Budget nunc pro tunc to the Petition Date. The Debtor requests authority to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration in this Chapter 11 case for the duration of the chapter 11 case to otherwise avoid irreparable harm and injury to its estate. In order to ensure that the Debtor operates effectively throughout this bankruptcy proceeding, the Debtor also requests permission to: (a) exceed any line item on the budget by an amount equal to 10% of each such line item; or (b) to exceed any line item by more than 10% so long as the total of all amounts in excess of all line items for the Budget do not exceed 10% in the aggregate of the total budget. The Debtors believe that these creditors may claim liens against the Debtor's cash, inventory, and/or accounts receivable: (i) Deere & Company claiming a total of $82,912; and (ii) Farm Credit of Florida, which claims $4,797,547. The Debtor estimates that the claims of the Secured Creditors are secured by approximately$26,445 in cash, $144,000.00 in farm equipment, and $2,818,000 in dairy cattle. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditors the following: (a) Post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; (b) The right to inspect the Secured Creditor Assets; and (c) Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-05951-13.pdf About Lake Branch Dairy, Inc. Lake Branch Dairy, Inc. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-05951), on July 19, 2018. The Petition was signed by Roger L. Nickerson, president. The Debtor is represented by Buddy D. Ford, Esq. of Buddy D. Ford, P.A. At the time of filing, the Debtor had $3,331,161 in total assets and $7,906,868 in total liabilities. LAUREATE EDUCATION: S&P Alters Outlook to Pos. & Affirms 'B' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Laureate Education Inc. and revised its outlook to positive from stable. S&P said, "We also affirmed our 'B+' issue-level rating on the company's senior secured credit facility and 'B-' issue-level rating on the company's senior unsecured notes. The '2' recovery rating on the senior secured credit facility indicates our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. The '5' recovery rating on the senior unsecured notes reflects our expectations for modest (10%-30%; rounded estimate: 20%) recovery in the event of a payment default." The outlook revision to positive follows the company's announcement that it plans to divest its business units located in Europe, Asia, and Central America and use a majority of the proceeds, which according to the company could exceed $1 billion, to repay debt. In S&P's view, the company's free operating cash flow generation remains weak compared with its debt burden, with free operating cash flow to debt of under 4.5% as of June 30, 2018. Meaningful progress toward improving free operating cash flows to debt to the high-single-digit percentage area with an expectation that the company's financial policy will support managing leverage at these levels in the future is the key driver for an upgrade. S&P said, "The positive rating outlook reflects our expectation that Laureate will sell certain non-core assets and use a meaningful portion of the proceeds to repay debt such that leverage declines to or below 4x and free operating cash flow to debt increases to the high-single-digit percentage area over the next 12 to 15 months. Furthermore, our outlook reflects the expectation that the company will continue to expand its business organically at low- to mid-single digit percentage range annually, reduce costs, and improve reported EBITDA margins toward the high-teens percentage through various efficiency and simplification initiatives. "An upgrade would be primarily based on evidence of successful monetization of the company's non-core assets and use of proceeds for debt reduction. For an upgrade, we will look for leverage to fall to or below the 4x area and reported free operating cash flows to debt to increase to the high-single-digit percentage area with an expectation that the company's financial policy will support managing leverage at these levels in the future. Reduced dependence on foreign currency earnings to repay predominantly U.S. dollar-denominated debt and a reduction of the equity stake by the company's financial sponsors would also support an upgrade. "We could revise the outlook to stable if Laureate were unable to monetize its assets successfully or if it faced operating challenges in its core businesses or significant currency headwinds such that free operating cash flows to debt remained limited to or below mid-single-digit levels. A change in financial policy favoring debt-financed acquisitions or significant shareholder-friendly initiatives such as dividends and share repurchases could also cause us to revise our outlook to stable." LC LIQUIDATIONS: Elements Markets Buying ERCs for $50K ------------------------------------------------------ LC Liquidations Corp., formerly known as Lectrus Corp., and its affiliates ask the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize them to sell Nitrous Oxide and Volatile Organic Compounds Emission Reduction Credits in the Houston-Galveston Brazoria nonattainment area ("ERCs") Elements Markets Emissions, LLC for 50,000. In accordance with the Order Establishing Bid and Sale Procedures, the Debtors held an auction of their assets on March 7, 2018, and received bids for both the Chattanooga assets and the Houston assets. The Court approved the sale of substantially all assets of the Debtors at the sale hearing held on March 8, 2018, and subsequently entered on March 20, 2018 the Original Sale Order. The Court subsequently approved the sale of the Debtors' Houston assets at an emergency hearing held on March 29, 2018, and entered on March 29, 2018 the Houston Sale Order. The Asset Purchase Agreement for the Houston Sale Order did not include the ERCs, as they were not part of the "equipment" or "contents" of the real property sold in accordance with the Asset Purchase Agreement executed in conjunction with the Houston Sale Order. Purchaser has agreed to buy the ERCs for a purchase price of $50,000 as a result of arms-length and good-faith negotiations. The Debtors believe that the Purchase Price is a fair market value for the ERCs and they submit that no further marketing is necessary by the Debtors. The transaction allows them to realize value in the near term and remove timing and pricing uncertainty in the ultimate sale of the ERCs. After certain milestones have been met by the Debtor, all risks associated with documenting and selling the credits reside with the Purchaser. The Debtors' decision to sell the ERCs to the Purchaser in a private sale transaction is a valid and sound exercise of their business judgment. They've considered all options under the circumstances and have determined that a private sale to the Purchaser will result in the greatest recovery. For all of the foregoing reasons, the relief requested in the Motion is a product of sound business judgment and is in the best interests of the Debtors, their creditors, and estates. Pursuant to the Sale Motion, the Debtors ask the approval of the Court to sell the ERCs to the Purchaser for $50,000, as a legal, valid, and effective transfer of the ERCs which will vest the Purchaser with all right, title, and interest in the ERCs free and clear of any liens and claims of any and every kind or nature whatsoever. They believe the sale of the ERCs is in the best interest of the estate and creditors, and the sale will help the Debtors provide a distribution to their general unsecured creditors. Because of the need to close the transactions contemplated herein as promptly as possible, the Debtors ask that the Court orders and directs that the order approving the Motion will not be automatically stayed for 14 days. A hearing on the Motion is set for Aug. 23, 2018, at 10:30 a.m. A copy of the Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/LC_Liquidations_445_Sales.pdf About Lectrus Corporation Based in Chattanooga, Tennessee, Lectrus Corporation -- http://www.lectrus.com/-- designs and manufactures custom metal enclosures and electrical and mechanical integration serving the power, oil and gas, renewable energy, industrial, water and wastewater, transportation, military, mining, data centers, institutional, and commercial markets. The company has two manufacturing facilities located in North America. Lectrus Corp. and parent Lectrus Holding Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 17-15588) on Dec. 7, 2017. James P. Beers, vice-president of finance, signed the petitions. At the time of the filing, Lectrus disclosed assets of $13.34 million and liabilities of $35.26 million. Lectrus Holding disclosed zero assets and liabilities totaling $20.55 million. Judge Nicholas W. Whittenburg presides over the cases. The Debtors tapped Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as counsel; and Livingstone Partners LLC, as investment banker. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors' in the Debtors' cases. Husch Blackwell LLP is the Committee's legal counsel. LE CENTRE ON FOURTH: May Continue Using Cash on Interim Basis ------------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida has entered a fifth interim order authorizing LeCentre on Fourth, LLC, to use cash collateral. The Court will conduct a final hearing on the Cash Collateral Motion on September 26, 2018 at 10:00 a.m. Any objections to the entry of final order granting the Cash Collateral Motion will be filed and served on or before September 24. Under the Fifth Interim Order, the Debtor is required to segregate and maintain all cash collateral solely for the benefit of U.S. Bank and Stonehenge Community Development, and may only use cash collateral pursuant to the budget. The approved Fifth Interim Budget provides total disbursements in the aggregate sum of $988,043. The Debtor and Stonehenge are parties to that certain QLICI Loan Agreement as evidenced by those certain promissory notes: (a) by the Debtor to Stonehenge Community Development LX, LLC in the original principal amount of $10,000,000, (b) by the Debtor to Stonehenge Community Development LXVIII, LLC in the original principal amount of $3,740,631, (c) by the Debtor to Stonehenge Community Development LVI, LLC in the original principal amount of $10,000,000, and (d) by the Debtor to Le Center of Fourth Master Tenant LLC in the original principal amount of $7,759,369. The Debtor and U.S. Bank are parties to that certain Construction Loan Agreement. As of the Petition Date, the Debtor is indebted to U.S. Bank in an amount not less than $32,750,909. Pursuant to the Loan Documents, the Debtor granted U.S. Bank and Stonehenge a security interest in and liens on substantially all of the Debtor's assets. On or before the 20th day of each month, the Debtor is expected to deliver to U.S. Bank and Stonehenge an updated Budget for the immediately succeeding 13 week period -- accompanied by a variance analysis to the most recently accepted Budget. The Debtor is required to maintain (i) its bank accounts that existed on the Petition Date, and (ii) and all other accounts of the Debtor holding property of the Debtor opened with the written approval of U.S. Bank at U.S. Bank. The Fifth Interim Order also provides that U.S. Bank and Stonehenge are granted an administrative expense claim, in consideration of the use cash collateral, solely to the extent of the diminution, if any, in the value of their interests in the Cash Collateral as of the Petition Date. In addition, U.S. Bank and Stonehenge are also granted a replacement lien on and in all property, owned acquired or generated post-petition by the Debtor and its continued operations to the same extent and priority and of the same kind and nature as U.S. Bank and Stonehenge Community Development had prior to the filing of the bankruptcy case. However, the Administrative Expense Claim and the Replacement Lien will be junior and subordinate to (a) fees due the U.S. Trustee; (b) fees due the Clerk of Court; (c) the fees and expenses due to the Debtor's Chief Restructuring Officer and professionals through a Termination Event up to the amount set forth in the Budget; and (d) following a Termination Event, up to $50,000 in fees and expenses incurred by the Debtor's Chief Restructuring Officer and professionals from and after the Termination Event. The Debtor will provide further adequate protection to U.S. Bank in the form of monthly payments of interest at the non-default rate, plus monthly principal payments of $150,000, with the first such payment due on the date of the Order for all interest accrued on the U.S. Bank Prepetition Obligations from and after the Petition Date to the date of the Order, and subsequent payments due on the first day of each month thereafter. The Debtor will provide periodic unaudited financial statements sufficient for Stonehenge to confirm that the Debtor is in compliance with all applicable tax regulations, including, without limitation, Section 7.32(k) of the QLICI Loan Agreement. To the extent the Debtor has accumulated cash collateral in excess of the lesser of $4,000,000 or the amount permitted by applicable tax regulations, the Debtor will remit such excess to U.S. Bank for application to the U.S. Bank Prepetition Obligations. The occurrence of any of the following will constitute a Termination Event under the Fifth Interim Order: (a) Failure to abide by any term, covenant or condition of the Fifth Interim Order, including non-performance of any obligation imposed by the Order. However, the Debtor's failure to realize the revenue projected in the Budget for the period prior to April 30, 2018 based the failure or refusal to timely deliver net revenues from the operation of the Property in accordance with the Management Agreement (which would facilitate the Master Tenant's ability to pay rent under the Master Lease), will not constitute a Termination Event; (b) The automatic stay is terminated with respect to the U.S. Bank Collateral or the Stonehenge Collateral; (c) Any of the U.S. Bank Collateral or the Stonehenge Collateral is converted by the Debtor, lost or stolen in any material amount, or not accounted for by the Debtor; (d) The Fifth Interim Order or any subsection thereof, will be vacated, reversed or modified; (e) The Debtor fails to comply with any of their material obligations under the Bankruptcy Code or other applicable law; (f) The Debtor fails to timely deliver any reports or information required under the Fifth Interim Order; (h) The Debtor fails to pay, when due, the administrative expenses incurred in this bankruptcy case which are not subject to bona fide dispute, or will otherwise fail to have sufficient cash available to conduct its businesses; (i) An Event of Default occurs under any of the Senior Secured Loan Documents; (j) An Event of Default occurs under any of the QLICI Secured Loan Documents; (k) If at any time the Debtor accumulates cash collateral, or is anticipated to accumulate cash collateral, in excess of the lesser of $4,000,000 or the amount permitted by applicable tax regulations or is, or is anticipated to be, in violation of Section 7.32(k) of the QLICI Loan Agreement, and the Debtor fails to remit cash collateral to U.S. Bank for application to the U.S. Bank Prepetition Obligations such that it maintains, and is anticipated to maintain, compliance with all applicable tax regulations, including, without limitation, Section 7.32(k) of the QLICI Loan Agreement; (l) Entry of an order converting any of this bankruptcy case to a proceeding under Chapter 7; (m) Entry of an order appointing a trustee or examiner with expanded powers; (n) Entry of an order dismissing this bankruptcy case; or (o) The passage of September 28, 2018 without the entry of an order from the Court permitting the use of cash collateral beyond that date. A full-text copy of the Agreed Fifth Interim Order is available at http://bankrupt.com/misc/flsb17-23632-249.pdf About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida, that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017, estimating its assets and liabilities at between $50 million and $100 million each. CRO Ian Ratner signed the petition. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel; the Law Office of Mark D. Foster, as special tax counsel; and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LONGVIEW INTERMEDIATE: Moody's Affirms Caa2 for $314 Secured Loans ------------------------------------------------------------------ Moody's Investors Service affirmed the Caa2 rating on Longview Intermediate Holdings C, LLC's approximately $289 million senior secured term loan due 2021 and its $25 million five year senior secured revolving credit facility due 2020. As part of the rating affirmation, the rating outlook was revised to positive from negative. RATINGS RATIONALE The rating action reflects prospects for sustained improvement in cash flow generation at Longview from more economic long-term fuel arrangements beginning this year owing to the closure of its mining operations which is expected to avoid prospective costs of $35 million annually and lower fuel cost expense based on contractual arrangements entered into with a variety of local mines. The rating action further recognizes the recent improvement in cash flow generation and better project level liquidity during fourth quarter 2017 and first half of 2018 when the power plant was able to benefit from higher energy prices owing to better than expected weather related usage. Because of these factors. Longview has been able to meet its 1.10x debt service coverage and minimum $10 million liquidity covenant requirements in both Q1 and Q2 of 2018 with ample cushion, a credit positive. Although the mining closure resulted in a $140 million impairment charge, given the less competitive and uneconomic mining operations, Moody's views the decision to shut the mine and rely upon more economic long-term fuel arrangements as positive to Longview's credit profile, and a key consideration in the rating action. Since the first quarter 2017 after the plant suffered a turbine failure and sustained forced outage, the power plant continues to operate at high capacity factors, averaging 89% owing to the competitive positioning of the plant, including its low-heat rate relative to other PJM coal-fired plants. Longview's ability to maintain a high capacity factor on a sustained basis should be enhanced now that Longview will be relying on coal market purchases enabling its variable cost to approximate the cost of natural gas. Assuming continued stable operations and current energy prices, the project is expected to be able to meet its required financial covenants for the remaining debt period. That said, Moody's understands that the cushion for satisfying the financial covenant is likely to be tight during some periods during 2019 and 2020 owing to known weaker capacity auction results in those years, as well as a planned major maintenance scheduled in the second quarter 2019. In the event of any shortfalls, Longview has a firm unconditional commitment of $25 million from some of its sponsors available to breach any gaps, and an ability to provide two equity cures within any twelve month period, subject to a maximum of five over the life of the debt. However, the $25 million unconditional commitment expires in May 2019 and Moody's understands that the commitment may be further extended should it be needed and should the sponsor group agree to continue making it available. Moody's views the existence of this commitment as credit positive to the project, although the ongoing need for its commitment highlights the project's limited room for deviation from its financial and operating forecast. Sponsors provided similar support in late 2016 through a $30 million deeply subordinated facility to boost liquidity which ended up being fully utilized following the aforementioned forced outage in early 2017. Per management's case which considers capacity factors of 86% on average, credit metrics will remain very weak during 2018-2019, increasing during 2020 and 2021 with cash flow to debt exceeding 5% over that timeframe. Average annual debt service coverage ratios per Moody's calculation (which deducts major maintenance) is expected to approximate 1.0x for 2018 and 2019 before increasing materially to 1.6x during 2020 and 2021. Sensitivities examined show that even minor deviations from current operating or financial forecasts could lead to an inability to meet required financial covenants and/or liquidity shortfalls beyond 2019 without equity cures. As of June 30, 2018, the project had approximately $36 million of total liquidity including approximately $6 million of revolving credit availability which is improved from the $21 million of total liquidity at the end of second quarter 2017. RATING OUTLOOK The positive rating outlook reflects the more economic long-term coal purchase agreement in effect this year, higher liquidity level than previously anticipated for the year and expectation that the project will maintain high availability and dispatch rates going forward, enabling it to meet its financial covenant requirements with minimum to no equity cures through the next twelve months. The outlook also considers the existing unconditional $25 million sponsor liquidity commitment being extended beyond the May 2019 period. FACTORS THAT COULD LEAD TO AN UPGRADE The rating could face upward pressure if future power prices increase substantially from current levels on a consistent basis enabling Longview to comfortably meet its financial covenants on a sustained basis and causing more rapid debt pay down than currently anticipated, or if the plant is able to consistently operate at high availability levels, generating steady and more predictable cash flows while maintaining adequate liquidity. FACTORS THAT COULD LEAD TO A DOWNGRADE The rating and outlook could face downward pressure if the plant encounters similar operating problems as in the not too distant past causing shutdowns negatively affecting cash flow generation, or if there are weaker than forecasted power prices which could lead to additional calls on liquidity, or inability to meet financial covenants. Also, negative rating pressure could surface if the $25 million unconditional liquidity commitment from the sponsors is not extended given its expectation for minimal power price margin expansion. Issuer Profile Longview is a special purpose entity that owns and operates a 700 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh, PA. Energy and capacity is sold on a merchant basis into PJM's wholesale energy and capacity markets and the plant targets having 50% of its generation output hedged with forward contracts at any time. Coal for the project is purchased from third-party providers via long-term contracts following the closure of the Mepco mine in March 2018. Water for the project is drawn from the Monongahela River, via a pipeline and treatment facility constructed by Dunkard Creek Water System LLC (Dunkard), another Longview affiliate. Mepco and Dunkard are both subsidiaries of Longview's parent, Longview Intermediate Holdings and are part of the collateral package pledged to the Longview lenders. The principal methodology used in these ratings was Power Generation Projects published in June 2018. MACDONALD DETTWILER: Bank Debt Trades at 2% Off ----------------------------------------------- Participations in a syndicated loan under which Macdonald Dettwiler & Associates is a borrower traded in the secondary market at 97.98 cents-on-the-dollar during the week ended Friday, August 10, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.88 percentage points from the previous week. Macdonald Dettwiler pays 275 basis points above LIBOR to borrow under the $2.0 billion facility. The bank loan matures on October 5, 2024. Moody's rates the loan 'B1' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 10. MERCY HOSPITAL: Moody's Hikes Rating on $34MM Revenue Bonds to Ba3 ------------------------------------------------------------------ Moody's Investors Service has upgraded Mercy Hospital's (IA) (Mercy) revenue bonds to Ba3 from B1. The upgrade affects approximately $34 million of rated debt. The outlook is revised to positive from negative at the higher rating level. RATINGS RATIONALE The upgrade to Ba3 reflects Mercy Hospital's comprehensive debt recapitalization and permanent pay down of direct debt. Additionally, the rating is supported by the system's significant financial turnaround as a result of a large multi-dimensional financial improvement initiative. As of unaudited FYE 2018 the system reported a -3.1% operating margin and 5.0% operating cash flow margin, improved from prior year of -20.2% and -7.4% respectively. The debt recapitalization resulted in the refinancing of the Series 2008 letter of credit backed debt which eliminated the risk of a technical default as well as the elimination of the short-term line of credit and the systems swap program. Additionally, the system's maintenance of liquidity evidenced by a strong 154% cash to debt as of unaudited FYE 2018 supports the rating. These improvements are offset by the hospitals overall size and scope of operations coupled with its location in a very competitive market with the University of Iowa Hospitals and Clinics (Aa2/Stable) as its primary market competitor. RATING OUTLOOK The positive outlook reflects the significant momentum the system has shown in one fiscal year to improving operating results. Although Moody's does not expect the system to continue to improve at the rapid pace demonstrated in FY 2018, the positive outlook incorporates its perspective that the system will continue to show better results and return to breakeven if not positive income over the next two years. Additionally, Moody's expects the unaudited FY 2018 results represent an accurate reflection of what will be reflected in the FY 2018 audit. Any material changes outside of expectations with receipt of the audit could impact the rating or outlook. FACTORS THAT COULD LEAD TO AN UPGRADE - Continued momentum in improving operating results - Material enterprise growth or expansion of geographic footprint resulting in a larger revenue base more in line with peers FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to sustain improved operating performance - Erosion of liquidity - Upon receipt of the FY 2018 audit, material variance to unaudited results LEGAL SECURITY The bonds are secured by a mortgage pledge on the Hospital, Medical Official building and parking garages. Financial covenants include a 1.15 debt service coverage and 60 days cash on hand. As part of the Series 2018 transaction the system must maintain at least a B2 rating on the Series 2011 bonds. PROFILE The Mercy Iowa City and Subsidiaries System includes a 234-bed Mercy Hospital, Mercy Services Iowa City and Mercy Hospital Foundation. The hospital is located in Iowa City, Iowa. Operating revenues were approximately $204 million in fiscal 2018. MIDWAY OILFIELD: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Midway Oilfield Constructors, Inc. dba Midway Energy Services PO Box 245 Midway, TX 75852 Business Description: Midway Oilfield Constructors, Inc. is an oilfield services company that does business in various states. Chapter 11 Petition Date: August 15, 2018 Case No.: 18-34567 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Counsel: Kimberly Anne Bartley, Esq. WALDRON & SCHNEIDER, L.L.P. 15150 Middlebrook Drive Houston, TX 77058 Tel: 281-488-4438 Fax: 281-488-4597 Email: kbartley@ws-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Billy A. Smith, Sr., president. The Debtor failed to incorporate/include 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/txsb18-34567.pdf MIRAGE DENTAL: Hires Dickensheet as Auctioneer/Liquidator --------------------------------------------------------- Mirage Dental Associates Professional, LLC asks the U.S. Bankruptcy Court for the District of Colorado to authorize it to employ and compensate Dickensheet & Associates, Inc. as its auctioneer/liquidator; and to sell various pieces of dental equipment, at the next regularly scheduled auctions held by Dickensheet. The Debtor owns and operates a dental practice located at 85 Rio Grande Drive in Castle Rock, Colorado and provides general dentistry office and outpatient procedures for its patients through the services of licensed professionals. It requires the services of Dickensheet to assist the Debtor with, among other things, selling various pieces of dental equipment free and clear from any liens or encumbrances that it no longer uses or requires. Dickensheet is licensed to do business in the State of Colorado and is in compliance with applicable laws governing the conduct of auctioneers. Dickensheet has a blanket bond in the amount of $200,000 issued in the favor of the U.S. Government which has been in force since Oct. 31, 2012, and is paid up to the next renewal date of Oct. 31, 2018 (the Bond renews continuously until canceled by the Principal). Dickensheet also maintains general liability insurance in the amount of $2 million and has theft, fire and casualty insurance of $500,000 through its insurance carrier. The Debtor wishes to employ Dickensheet as the estate's auctioneer/liquidator to conduct one or more auction sales and/or liquidation sales of various pieces of dental equipment at the next regularly scheduled auctions held by Dickensheet. It will file a separate motion to sell and send out notice. The items to be sold are collateral for Navitas, EverBank and Ascentium. All net proceeds will be paid to secured lenders. Dickensheet has agreed to represent the Debtor for reasonable compensation, a 15% commission on the gross proceeds of the online sale. In addition, Dickensheet will receive reasonable compensation for the actual and necessary costs of sale to secure, transport, advertise, and store the property to be sold and others. The Debtor asks authority to employ Dickensheet in connection with liquidating various pieces of Dental Equipment. It asks that the Order approving the application to employ Dickensheet be granted nunc pro tunc to the date of the filing of the application. It believes that the employment of Dickensheet as his Auctioneer would be in the best interest of the creditors and the bankruptcy estate. Dickensheet intends to list the various pieces of dental equipment for sale at its next regularly scheduled auction. In order to consummate the sale of the Office Furniture, the Debtor asks that the Court suspends the operation of Fed. R. Bankr. P. 6004(g), which automatically stays for 10 days an order authorizing the use, sale or lease of property other than cash collateral. About Mirage Dental Associates Professional LLC Mirage Dental Associates, Professional, LLC, is a privately-held company in Castle Rock, Colorado, that owns a dental clinic. Mirage Dental Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12496) on March 30, 2018. In the petition signed by Michael J. Moroni, Jr., managing member, the Debtor disclosed $5.41 million in assets and $8.72 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. The Debtor tapped Buechler & Garber, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MUSCLEPHARM CORP: Incurs $1.07 Million Net Loss in Second Quarter ----------------------------------------------------------------- MusclePharm Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.07 million on $27.10 million of net revenue for the three months ended June 30, 2018, compared to a net loss of $3.14 million on $26.19 million of net revenue for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss of $3.37 million on $53.65 million of net revenue compared to a net loss of $6.29 million on $52.20 million of net revenue for the six months ended June 30, 2017. As of June 30, 2018, the Company had $30.39 million in total assets, $46.01 million in total liabilities and a total stockholders' deficit of $15.61 million. Cash and equivalents were $2.4 million as of June 30, 2018. "Q2 represents our third consecutive quarter of sequential revenue growth and improved operating results, demonstrating continued progress toward our goal of sustained growth and profitability. We continue to manage our operating costs and expenses diligently while investing in our trade partnerships and online marketing platforms," said Ryan Drexler, chairman, president and CEO of MusclePharm. "In addition to the customer wins reported last quarter, I am proud to report that we have continued to expand our distribution footprint with additional customer wins and product category expansions at major retailers in both the US and Canada," he added. "As you can see from our continued top-line growth, the efforts and investments we are making, particularly with our key trading partners, Costco, Amazon and iHerb, are starting to show significant payback as each customer exceeded 10% of our revenues for the Quarter." Gross margin for the second quarter of 2018 was 30%, up from 29% for the second quarter of 2017. Gross margin was positively impacted by the decrease in traditional discounts and sales allowances, combined with improved per unit pricing and lower whey protein costs. Advertising and promotion expenses for the second quarter of 2018 were $5.0 million, compared with $2.2 million for the second quarter of 2017, with the increase primarily related to costs associated with in-store support and advertising initiatives with key partners as we continue to invest in the relationships with our largest customers. Salaries and benefits expenses for the second quarter of 2018 were $2.3 million, down 12% from $2.6 million for the second quarter of 2017, with the decrease due primarily to lower stock-based compensation expense and a reduction in headcount. Selling, general and administrative expenses for the second quarter of 2018 were $2.7 million, down 6% from $2.8 million for the second quarter of 2017, with the decrease related to lower office and freight expenses, lower depreciation and amortization, and lower board of directors and information technology expenses. Research and development expenses were $208,000 and $152,000 for the second quarters of 2018 and 2017, respectively. Professional fees for the second quarter of 2018 were $626,000 down from $727,000 for the prior-year period, due mainly to lower legal fees. In the second quarter of 2018 the Company recorded a $2.7 million reversal of an accrual related to the favorable settlement of an employment related litigation for executive severance, compared with $1.5M settlement expense in the second quarter of 2017. Interest and other expense, net, for the second quarter of 2018 was $1.2 million compared with $0.7 million for the second quarter of 2017, with the increase primarily due to interest-related expenses and the amortization of related-party debt discount. A full-text copy of the Form 10-Q is available for free at: https://is.gd/k5mpRu About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.muslepharm.com/-- develops, manufactures, markets and distributes branded nutritional supplements. Its portfolio of recognized brands includes MusclePharm Sport Series, Essential Series and FitMiss, as well as Natural Series, which was launched in 2017. These products are available in more than 100 countries worldwide. MusclePharm is an innovator in the sports nutrition industry with clinically proven supplements that are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, physicians and universities. MusclePharm incurred a net loss of $10.97 million in 2017 compared to a net loss of $3.47 million in 2016. As of March 31, 2018, MusclePharm had $33.89 million in total assets, $48.53 million in total liabilities, and a total stockholders' deficit of $14.64 million. N & B MANAGEMENT: Trustee Selling Pittsburgh Property for $275K --------------------------------------------------------------- Jeffrey J. Sikirica, Chapter 7 Trustee of N & B Management Co., LLC, asks the US Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of the real property located at 1030 Murray Hill Avenue, 14th Ward, Pittsburgh, Allegheny County, Pennsylvania, and identified as tax parcel 0085-F-00073-0000-0, to Luna Group Holdings, LLC or its assigns for $275,000, subject to higher and better offers. Respondents, Treasurer City of Pittsburgh, Treasurer School District of Pittsburgh, Treasurer County of Allegheny and Jordan Tax Service, Inc. ("Taxing Authorities") represent any unpaid real taxes assessed against the Real Property. Amounts owed to the Taxing Authorities will be determined, pro-rated and paid at the closing on the sale of the Real Property. Respondent Pittsburgh Water & Sewer Authority represents an unpaid municipal sewage and water liens against the Real Property. Amounts owed to the Municipal Authority will be determined and paid at the closing on the sale of the Real Property. Respondent Borough of Mount Oliver, filed a municipal lien for sewage in the Court of Common Pleas of Allegheny County at GD-17-003529. It is believed said lien is filed against property other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale. Respondent Borough of West Mifflin filed a sci fa sur tax lien in the Court of Common Pleas of Allegheny County at GD-17-009936. It is believed said lien is filed against property other than the Real Property subject to the current motion to sell and the Respondent is listed for notice purposes. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale. Respondents, Ziv Hadar and Nancy Maribel Rosales Llaury, filed a lis pendens and complaint in the Court of Common Pleas of Allegheny County at GD-16-003520. It is believed said lis pendens and complaint are filed against property other than the Real Property subject to the current motion to sell and Respondents are listed for notice purposes. To the extent these Respondents have any claim against the Real Property, said claim transfers to the proceeds received from the sale. Respondent Natan Nagar filed a lis pendens in the Court of Common Pleas of Allegheny County at GD-15-022289. It is believed said lis pendens is filed against property other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale. Respondent Ronen Rimoni filed a lis pendens and complaint in the Court of Common Pleas of Allegheny County at GD-16-006319. It is believed said lis pendens and complaint are filed against property other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale. Respondent Alon Rimoni filed a lis pendens and complaint in the Court of Common Pleas of Allegheny County at GD-15-022290. It is believed said lis pendens and complaint are filed against property other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale. Respondent Lewi Schapira filed a complaint to quiet title in the Court of Common Pleas of Allegheny County at GD-15-016077. Respondents Shimon Bar and Gilia Bar intervened as additional Plaintiffs in the complaint. It is believed the matter has been settled pursuant to an order entered by the Court at docket no. 99 and the Respondents are listed for notice purposes. To the extent these Respondents have any claim against the Real Property, said claim transfers to the proceeds received from the sale. Respondent Erez Rimoni filed a series of lis pendens and complaints in the Court of Common Pleas of Allegheny County at GD-15-021940, GD-15-021941, GD-15-021942, GD-15-021943, GD-15-021952 and GD-15-21954. It is believed some of the lis pendens and complaints are filed against the Real Property subject to the current motion to sell as well as to other property not subject to the Motion. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale. The N & B Trustee has received an offer of $275,000 from Luna. The parties have executed their Standard Agreement for the Sale of Real Property. The Trustee asks approval of the sale of the real Property to Luna or to a Successful Bidder if additional bidders appear, subject to higher and better offers. He proposes to sell the Property "as is, where is" and with all faults and with no representations and/or warranties of any kind, free and clear of any and all liens, claims, and encumbrances. The Trustee submits that the Purchase Price will be distributed at the closing as follows consistent with the order approving the sale: a. Real estate transfer taxes estimated in the amount of 3% of the final sales price will be prorated equally between the Successful Bidder and the Debtor; b. Real estate taxes for the school district, county and City, including all delinquent real estate taxes due at the time of the closing will be prorated over the tax year of the closing date between the Successful Bidder and the Debtor; c. Municipal liens for sewage and water due at the time of closing; d. Real estate broker’s commission and fees of 6% of the final sale price plus $395; e. Normal miscellaneous closing costs related to documentation, lien letters, etc., and, f. The balance of the proceeds will be held in trust by the N & B Trustee pending distribution pursuant to further Order of Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/N&B_Management_162_Sales.pdf A hearing on the Motion is set for Aug. 28, 2018 at 2:30 p.m. The objection deadline is Aug. 20, 2018. About N & B Management Co N & B Management Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016, estimating less than $1 million in assets and liabilities. Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's case on May 15, 2018. Francis E. Corbett, Esq., is the Debtor's counsel. Jeffrey J. Sikirica, Esq., in Gibsonia, Pennsylvania, serves as the Debtor's counsel. NATURE'S BOUNTY: Bank Debt Trades at 14% Off -------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 86.42 cents-on-the-dollar during the week ended Friday, August 10, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.57 percentage points from the previous week. Nature's Bounty pays 775 basis points above LIBOR to borrow under the $400 million facility. The bank loan matures on September 30, 2025. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 10. NAVIENT CORP: S&P Alters Outlook to Stable & Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Navient Corp. to stable from negative. At the same time, S&P affirmed its 'BB-' long-term issuer credit and 'B+' senior unsecured debt ratings on Navient. The outlook revision reflects Navient's strengthened capital adequacy, demonstrated access to both unsecured debt capital markets and alternative sources of secured financing, and its stable operating results. Navient's risk-adjusted capital (RAC) ratio improved to 8.49% as of June 30, 2018, from 7.06% 12 months prior, reflecting increased total adjusted capital and reduced risk-weighted assets. Although Navient is resuming its share repurchase program, S&P expects the company will maintain a RAC ratio over 7.0%. Longer term, the future implementation of the Financial Accounting Standards Board's current expected credit loss (CECL) model on Navient's capital position is uncertain. S&P said, "The stable outlook reflects our expectation that Navient will be able to manage large upcoming unsecured debt maturities in 2019 and 2020, maintain a RAC ratio over 7.0%, and continue to deliver steady operating results. "We could lower the ratings in the next 12 months if we believe that Navient will have difficulty repaying its large upcoming unsecured debt maturities or its RAC ratio drops below 7.0%, perhaps as a result of share repurchases, or judgments or settlements related to litigation. "We could consider raising the ratings in the next 12 months if the CFPB litigation is resolved without an outsized financial impact and Navient maintains a RAC ratio comfortably over 7.0% while maintaining steady operating results." NEIMAN MARCUS: Bank Debt Trades at 10% Off ------------------------------------------ Participations in a syndicated loan under which Neiman Marcus Group Incorporated is a borrower traded in the secondary market at 90.21 cents-on-the-dollar during the week ended Friday, August 10, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.36 percentage points from the previous week. Neiman Marcus pays 375 basis points above LIBOR to borrow under the $2.942 billion facility. The bank loan matures on October 25, 2020. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 10. NEWVALTECH INC: Taps Victor Davila as Accountant ------------------------------------------------ NewValtech Inc. seeks to hire Victor Falcon Davila, CPA, as its accountant. The Firm will provide these services to the Debtor: a. Reconciliation of financial information to assist Debtor in the preparation of monthly operating reports; b. Assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; c. Provide general accounting and tax services to prepare year- end reports, complete corporate tax returns, including representation before governmental agencies, as they may be necessary; and d. Assist Debtor and Debtor's counsel in the preparation of the supporting documents for the Chapter 11 Reorganization Plan, including negotiation with creditors. For the reconciliation of monthly financial information, the Firm will be paid a fixed monthly rate of $600 for each reconciled month, plus reimbursement of actual out-of-pocket expenses. For the additional professional services (other than the reconciliation of monthly financial information), the Firm will be paid according to these rates: Principal CPA $150 per hour Support CPA $100 per hour Office Staff $75 per hour Secretarial and Administrative $45 per hour The Firm received a $2,500 retainer from the Debtor. The Firm is a disinterested person as defined in Section 101(14) of the Bankruptcy Code, according to court papers. Newvaltech, Inc., filed for bankruptcy protection Bankr. (D.P.R. Case No. 18-02362) on April 30, 2018. Myrna L. Ruiz Olmo, Esq. of MRO ATTORNEYS AT LAW, LLC, represent the Debtor. NINE WEST: Plan Filing Exclusivity Period Extended Until Sept. 14 ----------------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York, at the behest of Nine West Holdings, Inc. and its debtor-affiliates, has extended the Filing Exclusivity Period and the Soliciting Exclusivity Period through and including September 14, 2018 and November 13, 2018, respectively. The Troubled Company Reporter has previously reported that the Debtors asked the Court to extend the Exclusivity Periods in order to continue the negotiations and discussions with their key stakeholder groups and/or their advisors. The Debtors believed that maintaining their exclusive right to file and solicit votes on a chapter 11 plan is critical to their ability to complete this process and achieve their remaining goals as efficiently and expeditiously as possible without the risk of the substantial additional costs and disruption that could follow an expiration of the Exclusivity Periods. The Debtors mentioned that their accomplishments during the first three and a half months of these cases includes: (a) stabilizing operations and ensuring a smooth transition into chapter 11 through the approval of over fifteen first day motions, including obtaining crucial authority to pay certain critical and foreign vendors, to continue important customer programs, to honor wages and employee benefit programs, and to maintain their cash management system; (b) negotiating and obtaining final approval for the Debtors' debtor-in-possession financing facilities, which was achieved on a fully-consensual basis after extensive, hard-fought negotiations; (c) filing a Chapter 11 Plan of Reorganization and related Disclosure Statement in accordance with the Debtors' prepetition restructuring support agreement; (d) reaching agreement on a standstill period with the official committee of unsecured creditors appointed in these cases to allow ongoing negotiations and the continuance of investigations into the 2014 buyout transaction and related carve-out transactions and certain intercompany claims; (e) negotiating and obtaining approval of bidding procedures for the Debtors' Nine West and Bandolino brands, conducting a highly successful auction process for the brands, which realized sale proceeds and other benefits of approximately $148 million above the stalking horse purchase price, obtaining approval for the sale, and successfully closing that sale on July 3, 2018; (f) promptly completing their schedules of assets and liabilities and statements of financial affairs, which required review and analysis of thousands of claims, assets, and contracts of each of the Debtors, culminating in the filing of those documents on May 22, 2018; (g) obtaining entry of an order setting claims bar dates in these chapter 11 cases to facilitate the timely administration of the Debtors' claims pools and initiating the claims review process; and (h) producing tens of thousands of documents in response to formal and informal discovery requests and cooperatively engaging with the UCC and other parties on their investigations. The Debtors have also engaged with many of their key stakeholder groups and/or their advisors, including the UCC, an ad hoc group of holders of the Debtors' secured term loan debt, an ad hoc group of holders of both the Debtors' secured term loan debt and unsecured term loan debt, and Brigade Capital Management, LLP, in an effort to build consensus around the Debtors' ultimate path to emergence from chapter 11. Despite this progress, the Debtors said that more work remains because of, among other things, the size and complexity of these chapter 11 cases, the disparate holdings and positions in the capital structure of the Debtors' various creditor constituencies, and the extraordinary results of the Nine West and Bandolino auction, which have understandably caused many creditor constituencies to recalibrate their interests and views in the context of plan negotiations. Among other things, the Debtors remained focused on further engaging with their stakeholders and/or their advisors, including the UCC, the RSA Parties, their prepetition ABL/FILO lenders, their unsecured noteholders (including a new ad hoc group of 2019 noteholders), and other stakeholders, with the ultimate goal of confirming a value-maximizing (and, if possible, consensual) chapter 11 plan. The Debtors told the Court that with the vast majority of the Debtors' operational relief addressed and a highly successful asset sale behind them, the Debtors intended to focus their attention on further negotiating and implementing a chapter 11 plan with the goal of achieving the highest and best recovery for their stakeholders. About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NJ COMMUNITY SPINE: Sept. 4 Plan Confirmation Hearing ----------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey issued an order conditionally approving the disclosure statement explaining NJ Community Spine and Pain, LLC's plan. September 4, 2018, at 2:00 P.M., is fixed as the date of hearing to determine the adequacy of the Disclosure Statement (which is conditionally approved for the purposes set forth in this Order) and, if warranted, to approve the confirmation of the Plan. Written objections to the adequacy of the Disclosure Statement must be filed the Court and served upon counsel for the Debtor, counsel for the Creditor's Committee and upon the U.S. Trustee no later than seven days prior to the September 4 hearing. About NJ Community Spine and Pain NJ Community Spine and Pain, LLC, practices as a Chiropractor provider in Toms River, New Jersey. NJ Community Spine and Pain sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-33945) on Nov. 28, 2017. In its petition signed by Vincent Giardina, manager, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Christine M. Gravelle presides over the case. The Debtor tapped McDowell Law, PC, as its legal counsel. NORTHERN POWER: Incurs $1.01 Million Net Loss in Second Quarter --------------------------------------------------------------- Northern Power Systems Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.01 million on $2.19 million of total revenues for the three months ended June 30, 2018, compared to net income of $873,000 on $17.76 million of total revenues for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss of $2.82 million on $3.75 million of total revenues compared to a net loss of $317,000 on $23.96 million of total revenues for the same period last year. As of June 30, 2018, Norther Power had $8.92 million in total assets, $13.90 million in total liabilities and a total shareholders' deficiency of $4.97 million. According to Northern Power, "Our distributed wind business continues to face significant challenges in its historical core markets, particularly Italy and in other evolving, but strategic, markets such as US and Germany. In Italy, with the formation of a new government we see progress toward establishing a new feed-in-tariff in the fourth quarter, but the exact timing and nature of such a feed-in-tariff remains uncertain, and as a result, revenue generating activities in Italy remain stalled. We anticipate that the Italian market for our distributed wind solutions will re-open in the fourth quarter of 2018 and with the re-opening of this market, together with sales from other markets, we anticipate that our distributed wind business will be positioned for a modest rebound in 2019. "We are seeing traction in our energy storage business through a developing pipeline and initial installation activity. Considering the changing trends in our two business areas, we investigated methods within the quarter to accelerate investment in the energy storage space and sustain our distributed wind business until our core Italian market re-engages. To this end, we raised $2.0 million in August of 2018 through the issuance of subordinated convertible promissory notes. Under the terms of this financing arrangement, we can raise additional capital of up to $0.75 million in the near term. We are continuing to evaluate a variety of strategic alternatives, directed primarily to support the development of our energy storage business, and anticipate further potential transactions and operational developments over the next 12 to 24 months." Ciel Caldwell, chief financial officer, commented, "The effective closure of our core Italian market for over one year has significantly impacted our business, notably in our revenues and gross profit. We are maintaining the ability to be a capable manufacturer at a markedly reduced current volume of business. With indications in the marketplace that the Italian government will ultimately implement a new feed-in-tariff regime, we anticipate that the Italian market will re-emerge by or before the first quarter of 2019." She continued, "although the loss of this market for such extended period of time has required us to access additional capital, comparing our year over year performance we continue to demonstrate our ability to reduce and manage costs and expense to limit cash losses." Reinout Oussoren, co-interim chief executive officer noted that, "we continue to focus on advancing our energy storage business in North America, while addressing select markets like the US, Germany and Israel in the distributed wind segment, reducing our historical dependence on the Italian market. Our announced unique collaboration with Viridity and WEG to implement a turn-key utility scale Battery Energy Storage System (BESS) for Vermont Electric Co-operative in Hinesburg, Vermont, as well as continued full site development for Energy Storage systems and related projects should allow us to accelerate order closure and revenues during 2019." Business Highlights: * Continued delays in the clarification of the Italian feed-in- tariff continue to negatively impact its revenue in its first half of 2018 as compared to the same period in 2017. The release of a revised Italian feed-in-tariff has been delayed since July of 2017. The Company continues to expect further delays in such policy being clarified until at least the fourth quarter of 2018. * Successfully completed a convertible note capital raise in August of 2018, raising $2.0 million, of a potential $2.75 million financing. New and existing investors participated in the round to support growth in the Company's energy storage business strategy. * Executed a forbearance agreement with the Company's bank to remedy a non-compliant covenant status. Such forbearance agreement gives the Company through Nov. 30, 2018 to renegotiate a bank loan prospectively. * Received a de-listing notification from the TSX based upon non-conformance with certain requirements, most notably its market cap being below $3 million. The Company is exploring various steps and actions to satisfy TSX's listing requirements. A full-text copy of the Form 10-Q is available for free at: https://is.gd/oTcj3t About Northern Power Systems Northern Power Systems -- http://www.northernpower.com/-- designs, manufactures, and sells distributed power generation and energy storage solutions with its advanced wind turbines, inverters, controls, and integration services. With approximately 22 million run-time hours across its global fleet, Northern Power wind turbines provide customers with clean, cost-effective, reliable renewable energy. NPS turbines utilize patented permanent magnet direct drive (PMDD) technology, which uses fewer moving parts, delivers higher energy capture, and provides increased reliability thanks to reduced maintenance and downtime. Northern Power also develops Energy Storage Solutions (ESS) based on the FlexPhase power converter platform, which features patented converter architecture and controls technology for advanced grid support and generation applications. Northern Power reported net income of $59,000 for the year ended Dec. 31, 2017, compared to a net loss of $8.94 million for the year ended Dec. 31, 2016. As of March 31, 2018, Northern Power had $11.75 million in total assets, $15.69 million in total liabilities and a total shareholders' deficiency of $3.94 million. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring cash losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. PEPPERELL MILLS: Seeks Authority for Further Cash Collateral Use ---------------------------------------------------------------- Pepperell Mills Limited Partnership filed with the U.S. Bankruptcy Court for the District of Massachusetts a renewed motion seeking authority to use of cash collateral generated by rents collected. On June 22, 2018, the Debtor submitted a Renewed Cash Collateral Motion which was approved by approved by the Court on June 29, 2018. Pursuant to the Court's June 29 Order, authorization for cash collateral expires on July 31, 2018. The Debtor requires cash collateral in order to fund its ongoing operations, maintain the value of the property and to pay certain actual and necessary expenses of the Debtor with respect to the real property owned by the Debtor. The proposed Budget provides total expenses of approximately $37,793 for the month of August 2018 and $22,182 for the month of September 2018. The Debtor has received an offer to purchase the Real Property located at 502 Bedford Street, Fall River, Massachusetts for approximately $1,800,000 inclusive of the payment of the outstanding real estate taxes owed to the City of Fall River, MA (approximately $200,000). This offer is from a present tenant of the building (Merrow Manufacturing). There is also interest expressed by another, unrelated third party to purchase the real property for approximately the same price. The Debtor and MassDevelopment New Markets CDE #1, LLC entered into certain loan arrangements. As of June 22, 2018, MDFA asserts approximately $3,247,744 due and owing. MDFA claims a first-priority security interest in the Real Property, together with a security interest grant encumbering all fixtures, equipment and all other tangible personal property located on or intended for use in connection with the Real Property, pursuant to the Mortgage and Guaranty, and the leases and rents from the Real Property pursuant to the Assignment of Leases. In March 2008, Fall River Five Cents Savings Bank d/b/a BankFive made a loan to Griffin Manufacturing Company, Inc., as Borrower, in the amount of $5,000,000. The Debtor secured the indebtedness to Griffin with a second mortgage on the Real Property as well as a first lien on the Griffin assets. The Debtor also granted BankFive an interest in all its assets, including rents and leases. In addition, in September 2013, BankFive made a loan to the Debtor in the amount of $673,000, secured by the Debtor's Real property. BankFive is currently owed approximately $2,100,000. In September 2013, JFFR made a loan to Griffin in the principal amount of $250,000. This loan was secured by a mortgage granted by the Debtor. JFFR is owed approximately $260,000. JFFR's mortgage and financing statement grants them an interest in all the Debtor's assets, including accounts and accounts receivables. The Debtor proposes to adequately protect the MDFA for the use of any cash collateral as follows: (a) by granting replacement lien on the property of the estate against which MDFA held a lien as of the Petition Date, and proposes to maintain and operate the property as a going concern, thus maintaining the property's value. The replacement lien will maintain the same priority, validity and enforceability as MDFA's prepetition lien. The replacement lien will be recognized only to the extent of the diminution in value of MDFA's prepetition collateral after the Petition Date resulting from the Debtor's use of the Cash Collateral during the bankruptcy case. (b) if and to the extent (i) the Cash Collateral used by the Debtor less (ii) the reduction in the Pre-Petition Indebtedness exceeds the value of the Post-Petition Collateral, then MDFA will have a claim under Section 503(b) of the Bankruptcy Code in the amount of the Post-Petition Shortfall which will, pursuant to Section 507(b), have priority over all other claims entitled to priority under Section 507(a)(2), with the sole exception of quarterly fees due to the U.S. Trustee pursuant to 28 U.S.C. Section 1930; (c) by maintaining insurance on Debtor's personal property and by paying all post-petition vendor and other administrative costs on a timely basis; and (d) by continuing to maintain and preserve the property for the benefit of the Estate. A full-text copy of the Debtor's Renewed Cash Collateral Motion is available at http://bankrupt.com/misc/mab18-11804-59.pdf About Pepperell Mills Pepperell Mills Limited Partnership, based in Fall River, Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 18-11804) on May 15, 2018. The Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Christine Laudon, president of Pepperell Mills Associates, general partner. Judge Joan N. Feeney presides over the case. John M. McAuliffe, Esq., at John McAuliffe & Associates, P.C., serves as counsel to the Debtor. PHILADELPHIA HEALTH: Plan Fund Had $2.1MM at June 30 ---------------------------------------------------- North Philadelphia Health System filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a disclosure statement dated August 1, 2018, explaining its amended Chapter 11 plan, to disclose that, as of June 30, 2018, the Plan Fund had $2,172,569.65 in it. The Debtor also disclosed that on June 12, 2018, IS3 made a claim for the entirety of the IS3/NPHS Holdback Escrow asserting that the assets which it purchased were not in conformity with the Amended APA and that it had been damaged in excess of $2,000,000. NPHS disputes that IS3 has any entitlement to the IS3/NPHS Holdback and further disputes that it breached the APA. On July 9, 2018, IS3 filed a declaratory judgment action in the Bankruptcy Court asserting its entitlement to the funds, which is pending at Adversary No. 18-00155-MDC. With regard to Administrative Expense Claims, to the extent professional fees are allowed but unpaid, the Debtor anticipates paying them on or about the Effective Date from funds contained in the Plan Fund. The Debtor estimates that additional Administrative Expense Claims incurred through a projected Effective Date of October 30, 2018, may total approximately $500,000. The Debtor is also projecting that it has Section 503(b)(9) administrative claims due of $10,000. For Class 1 Secured Claims, the claims of most secured creditors asserting secured status have been resolved. For Class 2 Priority Claims, depending on the resolution of the claim of Independence Blue Cross, LLC, allowed priority claims under the Amended Plan shall either receive full or pro rata payment on the Effective Date without interest. The Debtor and the 1199C Training Fund have entered into a settlement agreement providing for 1199C Training Fund to have an allowed Priority Claim for $37,672.82. For Class 3 General Unsecured Claims, allowed unsecured claims will receive the holder’s pro rata share of funds from a creditor fund available for distribution to general unsecured creditors. This creditor fund is anticipated to be comprised largely of excess cash from the Plan Fund, if any, turned over to the Liquidating Trustee on the Effective Date of the Amended Plan. The Creditor Fund will be supplemented by the proceeds of the accounts receivable subject to the Accounts Receivable Lien. If there is a settlement of the Independence Claim which is acceptable to the Debtor and allows a meaningful distribution of Effective Date cash to Class 3 Claimants, the Creditor Fund and Liquidating Trust will be supplemented as set forth in the Amended Plan. For Class 4 Electing Malpractice Claims, these claims consist of creditors holding medical malpractice claims against the Debtor arising out of St. Joseph’s Hospital and Girard Medical Center that properly elect to have their claim against the estate paid the Self-Insurance Trust with proceeds maintained in the Self-Insurance Fund. Any claims arising from both wrongful death and survival plaintiffs are deemed to be a single claim for purposes of Class 4. The Debtor has identified nine claims which have the ability to participate in Class 4. Each of these nine Claimants have the right to elect to be included in Class 4. Each Class 4 Claimant, by electing to be included in Class 4, will be waiving its ability to participate as a Class 3 Claimant in the Creditor Fund. If a Class 4 eligible Claimant does not timely elect on a Ballot to be included in Class 4, the creditor will be included in Class 3 and lose all rights to participate in the Self-Insurance Fund. An eligible malpractice Claimant that timely elects Class 4 treatment on a Ballot will have the additional option to settle his or her Claim against the Estate and the Self-Insurance Trust only, for a one-time payment of $45,000 from the Self-Insurance Fund, payable within 30 days from the Effective Date. For Class 5 Insider Claims, these claims consist of insiders holding unsecured claims, either directly or through affiliates, against the Debtor. These individuals are George J. Walmsley III, Gerri H. Walker, John D. Kutzler, P. Douglas Maier, Dominic A. Sabatini, Margaret A. Boemmel, and Eugene Edw. J. Maier. Under the Amended Plan, each Class 5 Claimant will be given two treatment options. Each claimant can elect to release his, her or their affiliates claim in exchange for a release by the Debtor. Alternatively, each Class 5 Claimant can elect not to waive its claim and not receive a release. In that instance, the Liquidating Trustee will have the right to object to the Claim, but may not seek financial recovery of affirmative claims against the Claimant. The Liquidating Trustee shall be permitted to use any and all claims and or defenses, without limitation, to set off claims of the insider. If allowed, the Class 5 Claims will receive the treatment of Class 3 Claimants. On the Effective Date, or as soon as practical thereafter, if Independence consents to a compromise treatment acceptable to the Debtor, the Debtor will transfer to the Liquidating Trust up to $300,000 of cash contained in the Plan Fund after the payment of certain Effective Date payments as set forth in the Amended Plan and the contents of PTO Escrow. In addition, the Liquidating Trust will be supplemented by: -- the proceeds of any causes of action brought by the Liquidating Trustee relating to 1329 N. 8th Street and prepetition Tobacco Funds asserted to be due from the Commonwealth of Pennsylvania; -- annual payments of $250,000 for 10 years which are expected to be supplied from the Debtor's non-operating income; -- a portion of the 30 Day Cash (as defined in the Amended Plan); and -- the commitment by the Debtor to pay the obligation associated with the Accounts Receivable Lien which will be increased to a number between $3,000,000 and $4,300,000, depending on when the Debtor is obliged to pay it, on or before the sixth anniversary of the Effective Date. The Debtor, after consultation with the Committee, will appoint the Liquidating Trustee, who will have the power to administer the liquidating trust. The Amended Plan will be funded by (i) the Plan Fund; (ii) the prosecution and enforcement of the causes of action turned over to the Liquidating Trustee; and (iii) payments by the Debtor. A copy of the Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y9zfhav7 at no charge. About North Philadelphia Health System North Philadelphia Health System, a Pennsylvania non-profit, non-stock, non-member corporation, operates the Girard Medical Center, a state-licensed 65-person private psychiatric hospital, and the Goldman Clinic, a medically assisted treatment center located Philadelphia, Pennsylvania. North Philadelphia Health System sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on Dec. 30, 2016. The petition was signed by George Walmsley III, president & CEO. The Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Magdeline D. Coleman. The Debtor hired Martin J. Weis, Esq. at Dilworth Paxson LLP as counsel; John D. Kutzler, Esq. at Buzby & Kutzler, Attorneys at Law, as special counsel; and SSG Advisors as investment banker. On Jan. 23, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel and M S Fox Real Estate Group as consultant. On Jan. 11, 2017, the Court entered a Consent Order Directing the Appointment of a Patient Care Ombudsman Pursuant to 11 U.S.C. Sec. 333 and, on Jan. 13, 2017, the Office of the United States Trustee appointed David N. Crapo to serve as the Patient Care Ombudsman in the Debtor's bankruptcy case. PRECIPIO INC: Delays Second Quarter Financial Report ---------------------------------------------------- Precipio, Inc. was unable to file its Form 10-Q for the quarter ended June 30, 2018 within the prescribed time period without unreasonable effort or expense because management requires additional time to compile and verify the data required to be included in the report, as disclosed in a Form 12b-25 filed with the Securities and Exchange Commission. According to the Company, its management and finance team have been unusually busy during the period leading up to the due date. The Company intends to file the Form 10-Q with the SEC as soon as practicable, but no later than Aug. 20, 2018. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of March 31, 2018, Precipio had $26.09 million in total assets, $12.68 million in total liabilities and $13.40 million in total stockholders' equity. Nasdaq Delisting Notice On March 26, 2018, Precipio received written notice from The Nasdaq Stock Market LLC indicating that, based on the closing bid price of the Company's common stock for the preceding 30 consecutive business days, the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The Notice has no immediate effect on the listing of Precipio's common stock, and its common stock will continue to trade on the Nasdaq Capital Market under the symbol "PRPO" at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Precipio has a period of 180 calendar days, or until Sept. 24, 2018 to regain compliance with the Minimum Bid Price Requirement. PRECIPIO INC: Reports Second Quarter Net Loss of $3.16 Million -------------------------------------------------------------- Precipio, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $3.16 million on $817,000 of net sales for the three months ended June 30, 2018, compared to a net loss of $8.92 million on $260,000 of net sales for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net attributable to common stockholders of $9.11 million on $1.52 million of net sales compared to a net loss attributable to common stockholders of $9.68 million on $508,000 of net sales for the three months ended June 30, 2017. As of June 30, 2018, Precipio had $25.88 million in total assets, $13.69 million in total liabilities and $12.19 million in total stockholders' equity. Cash decreased by $0.4 million during the six months ended June 30, 2018, compared to an increase of $0.9 million during the six months ended June 30, 2017. The cash flows used in operating activities of approximately $3.6 million during the six months ended June 30, 2018 included a net loss of $5.3 million, an increase in accounts receivable of $0.2 million and a decrease in accrued expenses and other liabilities of $0.3 million. These were partially offset by a decrease in other assets of $0.2 million and non-cash adjustments of $2.0 million. The cash flows used in operating activities in the six months ended June 30, 2017 included the net loss of $4.4 million and an increase in accounts receivable of $0.1 million. These were partially offset by an increase in accounts payable, accrued expenses and other liabilities of $0.8 million and non-cash adjustments of $2.9 million. Cash flows used in investing activities were $0.1 million for the six months ended June 30, 2018, resulting from purchases of property and equipment. Cash flows provided by investing activities were $0.1 million for the six months ended June 30, 2017 and was cash acquired as part of the merger transaction. Cash flows provided by financing activities totaled $3.3 million for the six months ended June 30, 2018, which included proceeds of $0.6 million from the issuance of common stock, $0.3 million from the issuance of long-term debt, $1.7 million from the issuance of convertible notes and $1.1 million from the exercise of warrants. These proceeds were partially offset by payments on the Company's long-term debt of $0.2 million and payments for its capital lease obligations and deferred financing costs of $0.2 million. Cash flows provided by financing activities during the six months ended June 30, 2017 included proceeds of $1.7 million from the issuance of long-term debt and convertible notes, and $0.4 million from the issuance of preferred stock. These were partially offset by $0.4 million of payments on the Company's debt and capital lease obligations. A full-text copy of the Form 10-Q is available for free at: https://is.gd/4ykVP1 About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of March 31, 2018, Precipio had $26.09 million in total assets, $12.68 million in total liabilities and $13.40 million in total stockholders' equity. Nasdaq Delisting Notice On March 26, 2018, Precipio received written notice from The Nasdaq Stock Market LLC indicating that, based on the closing bid price of the Company's common stock for the preceding 30 consecutive business days, the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The Notice has no immediate effect on the listing of Precipio's common stock, and its common stock will continue to trade on the Nasdaq Capital Market under the symbol "PRPO" at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Precipio has a period of 180 calendar days, or until Sept. 24, 2018 to regain compliance with the Minimum Bid Price Requirement. PREFERRED PROVIDERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Preferred Providers, Inc. 41 Enterprise Drive, Unit A Ann Arbor, MI 48103 Business Description: Preferred Providers, Inc. is a home healthcare agency that operates patient homes and assisted living facilities. Chapter 11 Petition Date: August 15, 2018 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Case No.: 18-51350 Judge: Hon. Marci B. McIvor Debtor's Counsel: Todd M. Halbert, Esq. TOOD M HALBERT 24359 Northwestern Hwy., Suite 250 Southfield, MI 48075 Tel: (248) 356-6204 E-mail: toddmhalbert@msn.com Total Assets: $245,342 Total Liabilities: $1,321,999 The petition was signed by Ronald Cleland, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb18-51350_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb18-51350.pdf PRESSURE BIOSCIENCES: Reports $13.1M Net Loss in Second Quarter --------------------------------------------------------------- Pressure Biosciences, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $13.12 million on $638,773 of total revenue for the three months ended June 30, 2018, compared to a net loss attributable to common stockholders of $583,760 on $540,372 of total revenue for the three months ended June 30, 2017. For the six months ended June 30, 2018, the Company reported a net loss attributable to common stockholders of $15.35 million on $1.24 million of total revenue compared to a net loss attributable to common stockholders of $6.17 million on $1.09 million of total revenue for the same period during the prior year. As of June 30, 2018, the Company had $2.39 million in total assets, $7.13 million in total liabilities and a total stockholders' deficit of $4.74 million. According to Pressure Biosciences, "We have experienced negative cash flows from operations with respect to our pressure cycling technology business since our inception. As of June 30, 2018, we did not have adequate working capital resources to satisfy our current liabilities and as a result, we have substantial doubt regarding our ability to continue as a going concern. We have been successful in raising cash through debt and equity offerings in the past and ... we received $4.8 million in net proceeds from loans and $226,000 in net proceeds from sales of preferred stock in the first half of 2018. We have efforts in place to continue to raise cash through debt and equity offerings. "We will need substantial additional capital to fund our operations in future periods. If we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects." Net cash used in operations for the six months ended June 30, 2018 was $2,603,039 as compared to $2,339,698 for the six months ended June 30, 2017. The Company agreed to issue 110,833 additional shares of common stock at $2.50 per share to an investor. The fair value was recorded as other charge of $340,257. The Company also issued 110,833 additional warrants with an exercise price of $3.50 and an expiration period of five years from the original issue date. The fair value was recorded as other charges of $312,637. The Company also paid interest toward loans in 2018. Net cash used in investing activities for the six months ended June 30, 2018 was none compared to $16,617 in the prior period. Cash capital expenditures in the prior year included laboratory equipment and IT equipment. Net cash provided by financing activities for the six months ended June 30, 2018 was $2,540,497 as compared to $2,419,285 for the same period in the prior year. The cash from financing activities in the period ended June 30, 2018 included $226,091 net proceeds from sales of preferred stock, $460,000 from the Company's Revolving Note and $3,242,950 from convertible debt, net of fees and less payment on convertible debt of $1,518,500. The Company also received $963,600 from non-convertible debt, net of fees, less payment on non-convertible debt of $952,501. Related parties also lent the Company $102,100 in short-term non-convertible loans of which the Company repaid $52,100 back. The cash from financing activities in the period ending June 30, 2017 included $1,610,000 from its Revolving Note and $140,215 from warrant exercises. The Company also received $1,987,752 from non-convertible debt, net of fees, less payment on non-convertible debt of $478,141 and payment on convertible debt of $840,541. A full-text copy of the Form 10-Q is available for free at: https://is.gd/43Mk7h About Pressure Biosciences South Easton, Massachusetts-based Pressure BioSciences -- http://www.pressurebiosciences.com/-- is engaged in the development and sale of innovative, broadly enabling, pressure-based solutions for the worldwide life sciences industry. The Company's products are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology) hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to safely and reproducibly control bio-molecular interactions. Pressure Biosciences incurred a net loss of $10.71 million in 2017 compared to a net loss of $2.70 million in 2016. As of March 31, 2018, Pressure Biosciences had $2.25 million in total assets, $18.74 million in total liabilities and a total stockholders' deficit of $16.48 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, MaloneBailey, LLP, in Houston, Texas, the Company's independent registered public accounting firm since 2015, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors stated that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROTEA BIOSCIENCES: Blackwater Buying Assets for $950K ------------------------------------------------------ Protea Biosciences, Inc., and Protea Biosciences Group, Inc., ask the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the sale of assets to Blackwater Group, LLC for $950,000 plus 5% of any funds the Buyer receives from AzurRx over $1 million on account of the Azur Assets, subject to overbid. The names and addresses of all Respondents who may hold liens, claims and/or encumbrances against the Property, or must otherwise receive notice of the Sale Motion pursuant to the Bankruptcy Rules, are: AzurRX BioPharma, Inc., 1410 Broadway, 23rd Floor New York, NY 10018 Steven Antoline 303 Middle Collision Road Mount Lookout, WV 26678 Todd Gj ervold 1311 Pineview Drive, Suite 501 Morgantown, WV 26505 Mark Fox 1311 Pineview Drive, Suite 501 Morgantown, WV 26505 On Aug. 3, 2018, the Debtors executed that certain Asset Sale and Purchase Agreement, through which the Debtor covenanted and agreed, subject to the Court's approval, to sell those assets as specifically and exclusively identified by the Buyer in the APA to Blackwater for a bid of $950,000 plus 5% of any funds the Buyer receives from AzurRx over $1 million on account of the Azur Asset. The sale will be free and clear of any interest. The Buyer has also agreed, in exchange for the Debtor requesting approval of the fees and expense reimbursement traditionally offered to stalking horse bidders, to serve as the stalking horse bid. The Stalking Horse Bid will be a bid to purchase the Purchased Assets, which Purchased Assets constitute, (i) any milestone payments, royalty payments and transaction value consideration due from AzurRx to Seller, (ii) any and all rights to payment from AzurRx due to the Seller now or in the future from any and all sources, including those future contingent interest in milestone payments, royalty payments or transaction value consideration arising from that Sale Agreement dated May 21, 2014 between the Seller, AzurRx and a former affiliate of the Seller, ProteaBio Europe SAS ("Azur Asset"); and (iii) any and all claims, damages, and/or causes of action that the Seller has or may have against Steven Antoline, Todd Gjervold and/or Mark Fox and/or any entities owned, controlled by and/or affiliated with those individual ("Claims Asset"). The APA represents a binding bid from the Stalking Horse Bidder to purchase the Purchased Assets from the Debtors and contains standard stalking horse protections, including a break-up fee of 4% of the Purchase Price, plus a reimbursement for reasonable actual out-of-pocket expense of up to $50,000 if the Stalking Horse Bidder is not the Successful Bidder at the Auction Hearing. The amount of the Expense Reimbursement will be agreed to by the Debtors and the Committee, and, if no agreement, can be reached, as determined by the Court at the conclusion of the Sale Hearing. The Debtors propose to conduct an auction, to maximize the sale price of the Purchased Assets at the hearing on the approval of the Sale Motion, which will take place before the Court at the date and time set for in the Sale Notice. The sale of the Purchased Assets, time being of the essence, will be a sale in "as is, where is" condition, without representations or warranties of any kind whatsoever, and the participation of the Stalking Horse Bidder, and/or any Qualified Bidder, in the sale process will constitute an agreement and representation that the Stalking Horse Bidder, and/or any Qualified Bidder, has inspected the Purchased Assets and is purchasing the Purchased Assets solely on the basis of such inspections, and not as a result of any representation of any kind whatsoever by the Debtors or any agents or representative thereof, except as otherwise set forth. Finally, the Debtors ask the Court to waive the 14-day stay of the Sale Order pursuant to Bankruptcy Rules 6004(h) and 6006(g). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Protea_Biosciences_304_Sales.pdf The Purchaser: BLACKWATER GROUP, LLC 138 Mansfield Avenue Darien, CT 06820 E-mail: gjervold@flowgatellc.com The Purchaser is represented by: Kirk Burkley, Esq. BERNSTEIN BURKLEY 707 Grant Street 2200 Gulf Tower Pittsburgh, PA 15219 E-mail: kburkley@bernsteinlaw.com About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Buchanan Ingersoll & Rooney PC as their legal counsel; and Compass Advisory Partners, LLC, as their restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. Leech Tishman Fuscaldo & Lampl, LLC, is the Committee's legal counsel and Johnson Law, PLLC, is its local counsel. PROTECTO HORSE: Gets Interim Nod to Use $42,026 in Cash Collateral ------------------------------------------------------------------ The Hon. Mark A. Randon of the United States Bankruptcy Court for the Eastern District of Michigan permitted Protecto Horse Equipment, Inc., to use cash collateral in the amount of $42,026 on an interim basis. Pending a final order, the Debtor may use cash collateral limited to that amount in accordance with the Budget, with a 10% variance for each line item. The Debtor is also authorized to escrow Professional Fees -- all post-petition retainer funds received by Stevenson & Bullock, P.L.C. as Professional Fees will be held in trust for the Debtor's estate and this provision will not create or perfect a security interest in the Professional Fees or elevate Stevenson & Bullock's administrative claim above any others. To the extent of any diminution in value of the pre-petition cash collateral, the Internal Revenue Service is granted Replacement Liens on the Debtor's assets which are created, acquired, or arise after Petition Date, but limited to only those types and descriptions of collateral in which the IRS holds a pre-petition lien or security interest. The Replacement Liens will have the same priority and validity as the prepetition security interest and liens. A full-text copy of the Order is available at http://bankrupt.com/misc/mieb18-49787-23.pdf About Protecto Horse Equipment Protecto Horse Equipment, Inc. filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-49787) on July 12, 2018. In the Petition was signed by its authorized representative, Al Terwilliger, the Debtor estimated assets of less than and debts of less than $50,000. The Debtor is represented by Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C. PULLARKAT OIL: Sept. 5 Plan Confirmation Hearing ------------------------------------------------ The hearing to consider the confirmation of Pullarkat Oil Venture, L.L.C.'s Amended Chapter 11 plan is set for September 5, 2018, at 1:30 P.M. The Amended Disclosure Statement explaining the Amended Plan proposes classification and treatment of claims, as well as restructuring certain indebtedness and pay debts through income generated from continued business operation. Class 1 Claimants: Allowed Administrative Claims of Professionals and U.S. Trustee. These claims will be paid in cash and in full on the Effective Date of the Plan. Professional fees are subject to approval by the Court as reasonable. The Debtor's attorney's fees approved by the Court and payable to the law firm of William F. Kunofsky will be paid immediately following the later of Confirmation or approval by the Court out of the available cash. Class 1 Creditor Allowed Claims are estimated as of the date of the filing of the Plan to not exceed the amount of $20,000 including Section 1930 fees. Section 1930 fees shall be paid in full prior to the Effective Date. The Debtor is required to continue to make quarterly payments to the U.S. Trustee and may be required to file post-confirmation operating reports until this case is closed. The Class 1 Claimants are considered not impaired under the Plan. Class 2 Claimants: Allowed State Comptroller of Public Accounts Priority Tax Creditor Claims. The Class 2 Claims will be paid as follows: -- The Class 2 Claims shall be paid out of the revenues generated by the Debtor from the operation of business for any property which is to be retained under the Plan. -- The State Comptroller of Public Accounts, shall have the following allowed claims under the Plan: a priority claim in the amount of $220,036.27 at 5.5% interest (Class 2 Claim); and a $202,518.02 general unsecured claim (Class 3 Claim). -- The Comptroller's Priority Claim (Class 2 Claim) shall be paid in full within 60 months of the Plan's Effective Date. Payments shall be in monthly installments of principal and accrued interest. The first installment is due within 30 days of the Plan’s Effective Date. The Comptroller's Claim shall accrue interest at the statutory rate of interest, currently 5.5% per annum, from the Plan's Effective Date until paid in full. The Debtor's monthly payment to the Comptroller shall be $4,203. The payment terms included in the Plan and Confirmation Order shall not be binding on the Comptroller should this case dismiss or convert to another chapter. The penalty portion of the Comptroller's Claim will not be discharged should this case dismiss or convert to another chapter. -- Notwithstanding anything else to the contrary in the Plan or Confirmation Order, these provisions will govern the treatment of the claims of the Texas Comptroller of Public Accounts: (1) nothing provided in the Plan or Confirmation Order shall affect or impair any statutory or common law setoff rights of the Comptroller in accordance with 11 U.S.C. Section 553; (2) nothing provided in the Plan or Confirmation Order shall affect or impair any rights of the Comptroller to pursue any non-debtor third parties for tax debts or claims; (3) nothing provided in the Plan or Confirmation Order shall be construed to preclude the payment of interest on the Comptroller's administrative expense tax claims; (4) to the extent that interest is payable with respect to any administrative expense, priority or secured tax claim of the Comptroller, the interest rate shall be the statutory rate of interest, currently 5.5% per annum; and (5) the Comptroller is not required to file a motion or application for payment of administrative expense claims; the Comptroller’s administrative expense claims are allowed upon filing, subject to objection on substantive grounds. -- The Debtor acknowledges and agrees that the Comptroller timely filed a proof of claim, as amended, for sales tax liability accrued pre-petition in the amount of $422,554.29. The Comptroller's Claim includes a priority claim in the amount of $220,036.27 and a general unsecured claim in the amount of $202,518.02. The Debtor acknowledges and agrees that it is liable for all of the sales taxes, penalties and interest included in the Comptroller's Claim. The Debtor waives any rights it may have to a redetermination hearing at the State Office of Administrative Hearings regarding the liability in the Comptroller’s Claim or to object to the Comptroller’s Claim in this bankruptcy case. The Debtor acknowledges and agrees that the priority portion of the Comptroller's Claim, including the full amount of the principal and interest, are non-dischargeable and survive any discharge issued in this bankruptcy case. The Debtor acknowledges and agrees that the Comptroller retains its liens securing the Comptroller's Claim. The Debtor agrees to file all future state tax returns when due and make all payments of such taxes when due. -- The failure to comply with any of the above requirements shall constitute a default under this Order. In the event of a default, the Comptroller shall notify the Debtor's attorney, William Kunofsky, in writing via email at bill@kunofskylaw.com and to the Debtor at pullarkatoil@yahoo.com. The Debtor shall have ten days from the date the notice is sent to cure the default by providing certified funds to the Comptroller by way of its attorney, Courtney Hull, at 300 W. 15th Street Austin, Texas 78701. The payment must be received no later than close of business on the 10th day after date the notice is sent. If the Debtor fails to timely cure the default, the Comptroller may file: (a) a copy of this order, (b) a certification of the Debtor’s default under this Order, and (c) a proposed order dismissing the case. The Court may sign the order dismissing the case without the need of further notice or hearing. The Debtor may default up to two times but the third default cannot be cured. -- The Class 2 Claims are impaired under the plan. Class 3 Claimants: Allowed Unsecured Claims of The Texas Comptroller of Public Accounts. The Texas Comptroller of Public Accounts holds a $202,518.02 unsecured claim and shall be satisfied as follows: All Allowed claims of the Texas Comptroller of Public Accounts (Class 3), shall be paid out of the unsecured creditors pool (Class 4). The Debtor believes the total amount of Allowed Unsecured Creditors will be approximately $202,518.02. The Class 3 Claimants are impaired under the plan. Class 4 Claimants: Unsecured Creditors. Unsecured Creditors shall be satisfied as follows: All Allowed Unsecured Creditors (Class 4) and the claim of the State Comptroller of Public Accounts (Class 3) shall be paid out of the unsecured creditors’ pool. The unsecured creditors’ pool shall receive a dividend of $13.20. The amount of $13.20 may be paid at the Effective Date if unchanged. The Debtor believes the total amount of Allowed Unsecured Creditors will be approximately $347,478.15. The Class 4 Claimants are impaired under the Plan. The Debtor anticipates the funds necessary to fund the Plan shall come from the continued operation of business and its revenue as contemplated by the Plan. All payments under the Plan shall be made through the Disbursing Agent. The Debtor’s income averages a net income of $4,507.22. A copy of the Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/ya38fs38 at no charge. About Pullarkat Oil Venture Pullarkat Oil Venture, L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-44743) on Nov. 20, 2017. The petition was signed by Renil Radhakrishnan, president. Judge Mark X. Mullin is assigned to the case. At the time of filing, the Debtor estimated $50,000 in assets and $500,000 to $1 million in liabilities. William F. Kunofsky, Esq., at the Law Office of William F. Kunofsky, is the Debtor's counsel. Stanley Fogel is the Debtor's accountant. RDX TECHNOLOGIES: Ryan Rapp Represents Judgment Creditors --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Ryan Rapp & Underwood, PLC, disclosed in July 2018 that it represents these creditors in the Chapter 11 case of RDX Technologies Corporation: a. CWT Canada II Limited Partnership 1209 Orange Street Wilmington, DE 19801 b. Resource Recovery Corporation 2711 Centerville Road, Suite 400 Wilmington, DE 19808 c. Jean Noelting 4100 Yonge Street Toronto, ON M2P2G2 Canada d. GEM Holdco, LLC 590 Madison Avenue New York, NY 10022 e. GEM Ventures, Ltd. 590 Madison Avenue New York, NY 10022 The nature of the interest or the amount of the claims and the dates of acquisition are: a. CWT Canada II Limited Partnership holds a judgment against RDX Technologies Corporation in the amount of $7,666,521 as of the petition date (Dec. 5, 2017) in this case. This judgment was entered by a New York trial court on Sept. 7, 2016 in a case styled GEM Holdco, LLC v. Changing World Technologies, L.P., Index No. 650841/2013 (N.Y. Sup. Ct.). Though the claims resulting in this judgment arose prior to its entry, CWT Canada II Limited Partnership acquired its judgment on Sept. 7, 2016. b. Resource Recovery Corporation holds a judgment against RDX Technologies Corporation in the amount of $7,666,521 as of the petition date (Dec. 5, 2017) in this case. This judgment was entered by a New York trial court on Sept. 7, 2016 in a case styled GEM Holdco, LLC v. Changing World Technologies, L.P., Index No. 650841/2013 (N.Y. Sup. Ct.). Though the claims resulting in this judgment arose prior to its entry, Resource Recovery Corporation acquired its judgment on Sept. 7, 2016. c. Jean Noelting holds a judgment against RDX Technologies Corporation in the amount of $7,666,521 as of the petition date (December 5, 2017) in this case. This judgment was entered by a New York trial court on Sept. 7, 2016 in a case styled GEM Holdco, LLC v. Changing World Technologies, L.P., Index No. 650841/2013 (N.Y. Sup. Ct.). Though the claims resulting in this judgment arose prior to its entry, Mr. Noelting acquired his judgment on Sept. 7, 2016. d. GEM Holdco, LLC hold a judgment against RDX Technologies Corporation in the amount of $9,368,462 as of the petition date (December 5, 2012) in this case. This judgment was entered by a New York trial court on June 2, 2017 in a case styled GEM Holdco, LLC v. RDX Technologies Corporation, Index No. 653694/2015 (N.Y. Sup. Ct.). Though the claims resulting in this judgment arose prior to its entry, GEM Holdco, LLC acquired its judgment on June 2, 2017. e. GEM Ventures, Ltd., is a contingent creditor of RDX Technologies Corporation in the amount of $27 million as of the petition date (December 5, 2017) in this case. This claim arises from certain litigation claims asserted by GEM Ventures, Ltd. and GEM Holdco, LLC against Dennis Danzik and RDX Technologies Corporation. GEM Ventures, Ltd. acquired these claims in 2013. RRU represents its clients on an hourly basis. Other than ordinary lawyer-client retainer letters, there is no instrument whereby RRU is empowered to act on behalf of creditors. The firm can be reached at: J. Henk Taylor RYAN RAPP & UNDERWOOD, P.L.C. 3200 North Central Avenue, Suite 2250 Phoenix, AZ 85012 Telephone: (602) 707-1480 Facsimile: (602) 265-1495 E-mail: htaylor@rrulaw.com About RDX Technologies Corp Based in Scottsdale, Arizona, RDX Technologies Corporation operates as an energy services and water treatment company in Canada and the United States. It operates through Environmental and Reclamation, Energy, Water, and Equipment Sales and Rentals segments. The Company was formerly known as Ridgeline Energy Services Inc. and changed its name to RDX Technologies Corp in August 2013. The company sought bankruptcy protection (Bankr. D. Ariz. Case No. 15-15859) on Dec. 17, 2015. RDX Technologies Corp again sought Chapter 11 protection (Bankr. D. Ariz. Case No. 17-14387) on Dec. 5, 2017. In the petition signed by Tony Ker, its director, the Debtor disclosed $925,000 in assets and $37.24 million in liabilities. The Hon. Eddward P. Ballinger Jr. presides over the case. Mark J. Giunta, Esq., at the Law Office of Mark J. Giunta, serves as bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. REBUILTCARS CORP: Unsecured Claims to Recoup 45% Under Plan ----------------------------------------------------------- Rebuiltcars Corporation filed with the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, a third amended disclosure Statement dated August 1, 2018, explaining its third amended plan of reorganization. The Third Amended Disclosure Statement provides that, in general, the Debtor will pay Administrative Claims, two Unclassified Classes and two classes of Creditors Claims (Class One has five sub classes). The source of payment for these claims will be the Debtor's income. With respect to the Creditor Claims: 1. The following parties have filed secured claims and are now being treated as secured under the Plan except as stated: Class 1A - First Home Bank Class 1B - Swift Capital Class 1C - Automobile Finance Corporation Class 1D - 1st Global Capital Class 1E - Capital Merchant Services, LLC 2. For taxes to the Department of the Treasury-Internal Revenue Service for $4,290.07 priority unsecured (Unclassified) and Illinois Department of Revenue for $515.19 (Unclassified). 3. One Superpriority Class of First Home Bank to be paid $17,213.69 based upon value of inventory. 4. One class of unsecured claims totaling $56,535.16 which does not include Disallowed Claims or Claims that are currently Objected to: The unsecured class (Class 2) contains all of the Allowed and not Objected to unsecured non-priority claims against the Debtor which includes general unsecured claims as listed on the Disclosure Statement. The Plan provides that this class of claims be paid at $424.02 per month pro rata (45%). 5. Secured Claims will be paid interest on payments subsequent to April 14, 2017 at the rate of interest if one is stated in the Plan except for the secured claim of the Internal Revenue Service (4%). 6. Any uncashed checks or returned distributions will be the property of the Debtor. The Debtor advises all Creditors and other parties-in-interest that under Section 1127(a) of the Bankruptcy Code, the Debtor may, within certain limits, modify the Plan at any time before confirmation. Further negotiations between the Debtor and one or more of their creditors may result in such modifications. The Debtor does not expect or intend to agree to modifications that would materially and adversely influence the feasibility of the Plan as now constituted. The Debtor will bring all such proposed modifications to the attention of the Bankruptcy Court by appropriate pleading before they become effective. The Debtor will make all payments out of its future income from operation of its business. The Debtor expects to receive net income sufficient to pay all Claims. The Debtor intends to continue the operations of its business which, based upon historical data, should generate a profit sufficient to pay the monies required under the Plan. All distributions under the Plan will be made from the Debtor. A copy of the Third Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y9ekqo86 at no charge. A copy of the Second Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/ydaumjhs at no charge. About Rebuiltcars Corp Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11811) on April 14, 2017. In the petition signed by Mindaugas Kazakevicius, president, the Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Judge Timothy A. Barnes is the case judge. The Debtor is represented by Paul M. Bach, Esq., at the Bach Law Offices. RELATIVITY MEDIA: Venable Represents Contract Counterparties ------------------------------------------------------------ Venable LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with Venable's representation, in the chapter 11 cases of Relativity Media, LLC, et al., of certain counterparties to contracts with the Debtors. The names and addresses of the counterparties and their disclosable economic interests are: 1. Boy of The Year Larry Rogers Rogers Accountancy Corp. 15260 Ventura Blvd., Suite 1750 Sherman Oaks, CA 91403-5336 * Rights, claims and interests in connection with a screenplay written by Leslie Dixon then entitled "Dark Fields" and now entitled "Limitless," and as a producer with respect to a feature film then entitled "Dark Fields" and now known as "Limitless," and related rights. 2. Leslie Dixon Larry Rogers Rogers Accountancy Corp. 15260 Ventura Blvd., Suite 1750 Sherman Oaks, CA 91403-5336 * Rights, claims and interests in connection with a screenplay written by Leslie Dixon then entitled "Dark Fields" and now entitled "Limitless," and as a producer with respect to a feature film then entitled "Dark Fields" and now known as "Limitless," and related rights. 3. Many Rivers Productions, Inc. Many Rivers Productions, Inc. Attn: Scott Kroopf, President 1901 Avenue of the Stars Suite 1900 Los Angeles, CA 90067 * Rights, claims and interests as a producer of a feature film then entitled "Dark Fields" and now entitled "Limitless," and related rights. 4. Scott Kroopf Steven J. Campeas SJC Business Management, Inc. 5670 Wilshire Blvd., Suite 1360 Los Angeles, CA 90036 * Rights, claims and interests as a producer of a feature film then entitled "Dark Fields" and now entitled "Limitless," and related rights. On or about July 25, 2018, the Counterparties elected to engage Venable to represent their interests in connection with the Chapter 11 Cases. The firm can be reached at: Keith C. Owens, Esq. VENABLE LLP 2049 Century Park East, Suite 2300 Los Angeles, CA 90067 Telephone: (310) 229-9900 Facsimile: (310) 229-9901 Email: kowens@venable.com - and - Jeffrey S. Sabin, Eq. VENABLE LLP 1270 Avenue of the Americas New York, NY 10020 Telephone: (212) 307-5500 Facsimile: (212) 307-5598 Email: jsabin@venable.com About Relativity Media Relativity -- http://relativitymedia.com/-- is a global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. Relativity Studios, the company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015. The case is assigned to Judge Michael E. Wiles. An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaugh filed a plan of reorganization that contemplated reorganizing the Debtors' non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. The Court on Feb. 8, 2016, confirmed the Debtors' Fourth Amended Plan. Relativity Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-11358) on May 3, 2018. This is the company's second trip to Chapter 11. In the 2018 petition signed by CRO Colin M. Adams, Relativity Media estimated assets of $100 million to $500 million and liabilities of $500 million to $1 billion. Judge Michael E. Wiles presides over the cases. In the 2015 cases, the Debtors tapped Sheppard Mullin Richter & Hampton LLP, and Jones Day as counsel; FTI Consulting, Inc., as crisis and turnaround management services provider; Blackstone Advisory Partners L.P. as investment; and Donlin, Recano & Company, Inc., as claims and noticing agent. In the 2018 cases, the Debtors tapped Winston & Strawn LLP as their legal counsel; M-III Partners, LP as restructuring advisor; and Prime Clerk LLC as noticing and claims consultant. On May 18, 2018, the Office of the United States Trustee appointed an official committee of unsecured creditors. The Committee selected Robins Kaplan LLP to serve as counsel. * * * In the 2018 cases, Netflix, Inc., has a pending request before the Court for the appointment of a trustee to manage the operations of the Debtors. RENNOVA HEALTH: Director Lagan Has 6.4% Stake as of March 6 ----------------------------------------------------------- Seamus Lagan disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of March 6, 2018, he beneficially owns 26,693,825 shares of common stock of Rennova Health, Inc. (or approximately 6.4% of the total number of Shares then currently deemed outstanding), which consists of 26,680,098 Shares owned of record by Mr. Lagan and 9,445 stock options owned of record by Mr. Lagan, and as to which Mr. Lagan may be deemed to have sole dispositive and voting power; and 4,282 Shares owned of record by Alcimede. Mr. Lagan may be deemed to have shared dispositive and voting power with Alcimede over the 4,282 Shares owned of record by Alcimede. Those Shares do not include 8,638 Shares owned of record by Epizon and with respect to those Shares, The Shanoven Trust, P. Wilhelm F. Toothe, as trustee of The Shanoven Trust, and Epizon share dispositive and voting power. Such Shares also do not include Shares owned by a third party entity, and which third party entity is owned by a trust of which P. Wilhelm F. Toothe serves as trustee. The amendment was filed to report the grant to Mr. Lagan of 26,666,667 Shares by the Company on March 6, 2018. In addition, on Aug. 15, 2017, Seamus Lagan was granted 6,666 Shares of restricted stock by the Company pursuant to the Company's 2007 Incentive Award Plan. These Shares vest in full on Aug. 15, 2018, subject to Mr. Lagan continuing to be a director of the Company. A full-text copy of the regulatory filing is available at: https://is.gd/dNZslN About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of June 30, 2018, the Company had $16.24 million in total assets, $138.32 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $2.03 million in redeemable preferred stock I-2, and a total stockholders' deficit of $129.94 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the company's ability to continue as a going concern. RMH FRANCHISE: Court OKs Key Employee Incentive & Retention Plans ----------------------------------------------------------------- BankruptcyData.com reported that the Court hearing the RMH Franchise Holdings case approved the Debtors' (i) key employee incentive plan (the "KEIP"), (ii) non-insider key employee retention plan (the "KERP") and (iii) non-insider severance plan (the "Severance Plan"). BankruptcyData related that "The aggregate amount of the Target Bonuses for the KEIP Participants, assuming each benchmark is satisfied, is $875,000. The range of KERP Bonuses is $10,000 to $45,000 and the total potential aggregate payout under the KERP is approximately $360,000, inclusive of a $50,000 discretionary pool, which provides the Company with necessary resources for future allocations, upon notice to the Notice Parties, to certain hard-to-replace, non-senior management employees who are subsequently deemed to be important to the restructuring process, but who were not initially included amongst the original KERP Participants. The potential total cost of the Severance Plan for the 54 covered employees is $1,350,000." The Court also approved the motion to file under seal certain confidential information and redact confidential information referenced in the KEIP/KERP motion. About RMH Franchise RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings is the direct or indirect parent of each of the other Debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. The petitions were signed Michael Muldoon, president. At the time of filing, RMH Franchise Holdings estimated assets and liabilities of $100 million to $500 million each. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH Franchise Corporation (Case No. 18-11095), and Contex Restaurants, Inc. (Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel to the Debtors; Mastodon Ventures, Inc., is the restructuring advisor; Hilco Real Estate LLC serves as real estate broker; and Prime Clerk LLC acts as claims and noticing agent. On May 24, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. Kelley Drye & Warren LLP serves as lead counsel to the Committee while Zolfo Cooper LLC acts as bankruptcy consultant and financial advisor. RMS TITANIC: Greenberg Traurig Represents Investors --------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, equity holders and secured creditors Lange Feng and Jihe Zhang, secured creditor Haiping Zou, equity holder High Nature Holdings Limited, creditor PacBridge Capital Partners (HK) Ltd. and stalking horse purchaser Premier Acquisition Holdings LLC, submitted on July 2018 a supplement to the verified statement filed by the investors on Aug. 16, 2016, in the Chapter 11 cases of RMS Titanic, Inc., et al. On June 17, 2016, the investors retained Greenberg Traurig, P.A. to represent their collective interests in the Chapter 11 cases. Greenberg Traurig was subsequently retained by PacBridge in connection with a potential acquisition of the Debtors' assets, and then by the Stalking Horse Purchaser as its co-counsel (with Bracewell LLP) in connection with its stalking horse bid filed with the Court on June 15, 2018. In accordance with Bankruptcy Rule 2019, the Investors submitted a supplement to the list attached to the Original Verified Statement of the names and addresses of, and the nature and amount of all disclosable economic interests held by, each of the Investors in relation to the Debtors: 1. PacBridge Capital Partners (HK) Ltd. Unit 1401, 14th Floor The Chinese Bank Building 61-65 Des Voeux Road Central Hong Kong, SAR * $1,195,350.39 claim against Debtor RMS Titanic, Inc. (Claim No. 29-1). 2. Premier Acquisition Holdings LLC c/o Corporation Service Company 251 Little Falls Drive, Wilmington, DE 19808-1674 * None, except for its rights and claims under that certain Asset Purchase Agreement dated as of June 14, 2018. Attorneys for the Investors and PacBridge, and co-counsel to the Stalking Horse Purchaser: Scott M. Grossman, Esq. GREENBERG TRAURIG, P.A. 401 East Las Olas Blvd., Suite 2000 Fort Lauderdale, FL 33301 Telephone: 954-765-0500 E-mail: grossmansm@gtlaw.com About RMS Titanic Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the petitions signed by former CFO and COO Michael J. Little, the Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016, appointed three creditors to serve on an official committee of unsecured creditors. The Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A. Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel. The official committee of equity security holders of Premier Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo Securities LLC as financial advisor. ROSETTA GENOMICS: Interpace Diagnostics Acquires Select Assets -------------------------------------------------------------- Interpace Diagnostics Group, Inc., a fully integrated bioinformatics and commercial company that provides clinically useful molecular diagnostic tests, related first line assessments and pathology services for improved patient diagnosis and management, on Aug. 15 disclosed that it has successfully acquired a majority of the equipment of Rosetta Genomics' Philadelphia laboratory through a bankruptcy auction. Interpace acquired, for an undisclosed amount of cash, 64 select lots of laboratory assets, including freezers, refrigerators, PCR machines, advanced slide scanning equipment as well as laboratory supplies and specialty furniture. The laboratory assets will further support the Company's CLIA and CAP certified lab expansion in its Pittsburgh, PA and New Haven, CT laboratories. Since the bankruptcy filing of Rosetta Genomics in May 2018, the Company has also hired several former key Rosetta employees and select former Rosetta customers have transitioned their accounts to Interpace's thyroid assays. Interpace believes it is uniquely licensed to process thyroid slide biopsies, the primary specimen type for Rosetta's Reveal(TM) product. According to Jack Stover, President and CEO of Interpace, "We are proud to be serving many of the former Rosetta customers and are very pleased to have several highly-qualified Rosetta employees join the Interpace team. The cost effective, specialty equipment we acquired will be especially helpful as we continue to expand our new product offerings, including our slide products even further, under our combined ThyGeNEXT(TM)/ThyraMIR(R) assays for indeterminate thyroid nodules." About Interpace Diagnostics Interpace is a fully integrated commercial and bioinformatics company that provides clinically useful molecular diagnostic tests, related first line assays and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company currently has four commercialized molecular tests and one test in a clinical evaluation process (CEP); PancraGEN(R) for the diagnosis and prognosis of pancreatic cancer from pancreatic cysts, biliary strictures and solid masses; ThyGenX(R) (now ThyGeNEXT(TM)), for the diagnosis of thyroid cancer from thyroid nodules utilizing a next generation sequencing assay; ThyraMIR(R), for the diagnosis of thyroid cancer from thyroid nodules utilizing a proprietary gene expression assay; and RespriDX(TM) that differentiates lung cancer of primary vs. metastatic origin. About Rosetta Genomics Rosetta Genomics Ltd. (otc pink:ROSGF) is a genomic diagnostics company. SKY-SCAN INC: Wants to Employ Medaglia and Co as Accountant ----------------------------------------------------------- Sky-Skan Incorporated seeks to hire Tom Medaglia and Eric Gotta of Medaglia and Company Inc. as its contract accountant. The Debtor says it requires the expertise of an accountant to calculate its 2018 third quarter estimated federal withholdings and to produce federal and or state tax returns for 2017. Medaglia and Company will also take over the job of compiling monthly operating reports which, to date, has been performed by Square Tail Advisors, LLC. To the best of the Debtor's knowledge, Medaglia and Company, Inc. has no connection with the creditors, the Debtor, the Office of the United States Trustee, or any other parties-in-interest or their respective attorneys or other professionals involved in the case. The Debtor owes the Medaglia Firm approximately $94,000 for prepetition services, but the Firm has agreed to waive that amount in full. The Firm agrees to represent the Debtor at the firm's standard billing rate of $125 per hour for accounting and $75 per hour for assisting plus reimbursement of expenses. The Firm can be reached at: Tom Medaglia Eric Gotta MEDAGLIA & CO, INC. 26 E. Pearl St., Nashua New Hampshire 03060 Tel No: 603-889-4411 800-833-3693 Fax No: 603-882-7673 Email: tom@medagliaco.com About Sky-Skan Inc Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed by Steven T. Savage, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is the financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SOUTHERN PRODUCE: Ward and Smith Represents Strickland, et al. -------------------------------------------------------------- In the Chapter 11 case of Southern Produce Distributors, Inc., Ward and Smith, P.A., in July 2018, submitted a verified statement to comply Rule 2019 of the Federal Rules of Bankruptcy Procedure. Ward and Smith represents four separate creditors in the referenced bankruptcy case: (i) Strickland Farming Partnership, (ii) D & T Farms, Inc., (iii) Heiden & Associates, LLC, and (iv) Crop Production Services, Inc. Strickland Farming Partnership is a sweet potato producer doing business in North Carolina and has a principal place of business and offices located at 671 Hollingsworth Road, Mount Olive, NC 28365. Strickland Farming is owed $123,273 for potatoes packed prepetition, plus the value of unpacked potatoes in the Debtor's possession as of the Petition Date. D & T Farms, Inc., is a sweet potato producer doing business in North Carolina and has a principal place of business and offices located at 8008 NC 96 South, Benson, NC 27504. D & T Farms is owed $602,528 for potatoes packed prepetition, of which $204,300 is entitled to priority pursuant to Section 503(b)(9) of the Bankruptcy Code. D & T Farms also has sold and/or will be selling potatoes to the Debtor postpetition for which D & T Farms has not been paid. Heiden & Associates, LLC, is a corporation, is authorized to do business in North Carolina, and has a principal place of business and corporate offices located at 107 Poplar Ridge Drive, Goldsboro, NC 27534. Heiden & Associates is owed $20,373. Ward and Smith, P.A., has been retained to represent Heiden & Associates in connection with this bankruptcy case. Crop Production Services, Inc., is an agricultural supplier and has a place of business located at 396 Washington Street, Boydton, VA 23917. CPS is a creditor of the Debtor. CPS is owed an administrative claim of approximately $5,903. Ward and Smith, P.A., has been retained to represent CPS in connection with the bankruptcy case. Ward and Smith has considered and evaluated all potential conflicts of interest in accordance with the North Carolina Rules of Professional Conduct and has determined that the representations are permissible and has obtained proper consents from its clients where required. The firm can be reached at: J. Michael Fields Ward and Smith, P.A. Post Office Box 8088 Greenville, NC 27835-8088 Telephone: 252.215.4000 Facsimile: 252.215.4077 E-mail: jmf@wardandsmith.com About Southern Produce Southern Produce Distributors, Inc. -- http://southern-produce.com/ -- is a provider of sweet potatoes and peppers to markets across the US, Canada, UK and Europe. Southern Produce was founded in 1942 and is based in Faison, North Carolina. Southern Produce Distributors filed for bankruptcy protection (Bankr. E.D.N.C. Case No. 18-02010) on April 20, 2018. In the petition signed by Randy W. Swartz, president and CEO, the Debtor disclosed total assets of $27.12 million and total liabilities of $19.96 million. Gregory B. Crampton, Esq., of Nichols & Crampton, P.A., serves as counsel to the Debtor. STEEL DYNAMICS: Moody's Affitms Ba1 CFR & Alters Outlook to Pos. ---------------------------------------------------------------- Moody's Investors Service changed Steel Dynamics, Inc.'s outlook to positive from stable. At the same time, Moody's affirmed the Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and the Ba1 senior unsecured rating. The Speculative Grade Liquidity Rating is unchanged at SGL-1. "The change in outlook to positive captures SDI's strengthening debt protection metrics and leverage as a result of stronger earnings growth in 2017 and 2018 as well as debt paydown in recent years" said Carol Cowan, Moody's Senior Vice President and lead analyst for SDI. The better fundamentals for the US steel industry, which emerged in 2017, are holding in 2018 on strengthened demand across a number of industry's and capacity utilization and prices evidenced uplift even before the Section 232 findings announcement. The outlook also incorporates the expectation that given SDI's enhanced footprint, following both the Severstal Columbus LLC acquisition (late 2014) and more recently the flat roll operations of CSN Heartland together with the its low cost steel production capability (over 85% of costs are variable) will enable the company to maintain stronger metrics in a lower price environment than evidenced historically. Steel market dynamics reflect the continued strong automotive market, although some softening seen, ongoing improvement in the OCTG, industrial and machinery markets, as well as continued growth in the construction market build rates although, this can fluctuate from month to month. Market dynamics are also taking into account the effects of Section 232. In early 2018, President Trump accepted the Commerce Departments findings that imported steel and aluminum were a threat to national security under Section 232 and imposed a 25% tariff on steel, to discourage elevated import level and support domestic steel production and pricing. While imports from some countries, such as Argentina, Brazil and South Korea are limited by quotas, others will have duties and levies imposed. Australia is exempt for both steel and aluminum. Fear of potential retaliation from China and other countries is keeping markets volatile. Further changes are likely, should trade agreements with the EU, Mexico and Canada be negotiated. While hot-rolled coil may have peaked (reached $900+/ton in June and have retreated recently), prices are expected to remain robust through 2018 and 2019 allowing SDI to further improve its operating and financial profile to manage the ongoing volatility in the industry. However, the risk does remain that if US prices get too high, relative to international prices, such would still incentivize imports despite the duties and tariffs. Outlook Actions: Issuer: Steel Dynamics, Inc. Outlook, Changed To Positive From Stable Affirmations: Issuer: Steel Dynamics, Inc. Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) RATINGS RATIONALE SDI's Ba1 CFR considers its low cost mini-mill operating structure, diversified product mix, as the company continues to shift toward higher value-added steel and specialty alloys, and the improved fundamentals in the US steel industry. SDI's sustained improved performance is dependent on steady demand from the non-residential construction market, a substantial end market served primarily by SDI's steel fabrication and structural steel operation Moody's views SDI as among the lowest cost steel producers in the US, on a per ton basis, which enables the company to better manage through periods of low prices and sluggish demand and exhibit strong performance in periods of improved prices and utilization levels as currently being enjoyed by the US steel industry although cost inflation will mitigate the level of margin improvement that can be achieved. However, the rating is constrained by the volatility in the steel industry and the company's secured revolving credit facility, although Moody's notes that should the company receive an investment grade rating from either Moody's or S&P, the collateral would fall away. Should SDI, through various price cycles be able to sustain debt/EBITDA under 3.0x, EBIT/interest coverage above 4.0x, EBIT margins in the mid-teens, and consistently generate free cash flow; its ratings could be favorably impacted. SDI's financial policies and capital allocation and business growth strategy will be key considerations in any upgrade to the rating A downward rating action could occur should SDI's debt/EBITDA exceed 4.0x, EBIT/interest track below 3.0x, free cash flow generation is negative, all on a sustainable basis or liquidity deteriorates measurably. The SGL-1 speculative grade liquidity rating considers the company's cash generating capacity and favorable debt maturity profile. Operating cash flow in the first half of 2018 was strong on higher earnings despite increased working capital requirements. The strong operating cash flow and substantial cash position comfortably covered the CSN Heartland acquisition. Moody's expects SDI to generate strong cash flow in 2018 with working capital improvement in the second half of the year. Liquidity is enhanced by the company's $810.4 million cash position at June 30, 2018 and external liquidity is supported by a $1.2 billion asset-based senior secured revolving credit facility (ABL) that expires in June 2023. The facility is secured by accounts receivable, inventory, and pledges of all shares of the company's wholly-owned subsidiaries' capital stock. The facility was fully available at June 30, 2018 with $11.9 million in letters of credit outstanding. The principal methodology used in these ratings was Steel Industry published in September 2017. Headquartered in Fort Wayne, Indiana, Steel Dynamics, Inc. ("SDI") manufactures steel through its domestic mini-mills, which have an estimated annual shipping capacity of approximately 12.4 million tons. In addition, the company ranks among the largest scrap processors in the United States, SDI also operates steel fabrication facilities, which manufacture trusses, girders, joists, and decking, and owns two iron-making facilities (Iron Dynamics and its idled Minnesota Operations which includes its 83% owned Mesabi Nugget). Revenues for the twelve months ended June 30, 2018 were $10.5 billion. SUNEDISON INC: Teitelbaum Law Represents Two Towns -------------------------------------------------- In the Chapter 11 case of SunEdison, Inc., et al., Teitelbaum Law Group, LLC, submitted a verified statement pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy Procedure. TLG appears in the Debtors' cases on behalf of the Town of Franklin and Town of Andover. Each of the Parties holds or may claims against and/or interests in one or more of the Debtors arising out of applicable agreements, law or equity pursuant to their relationship with one or more of the Debtors or their predecessors in interest. The specific nature and amount of these claims or interests has not yet been finally determined and none of the Parties has filed a proof of claim against the Debtors at the time of disclosure. TLG was retained on or about April 27, 2018 by the Town of Franklin and on or about July 5, 2018 by the Town of Andover to represent their interests in the cases. TLG does not hold any claims or interest in the Debtors arising out of applicable agreements, law or equity pursuant to any relationship with one or more of the Debtors or their predecessors in interest. TLG will be compensated by the Parties. The firm can be reached at: Jay Teitelbaum, Esq. TEITELBAUM LAW GROUP, LLC 1 Barker Avenue, Third Floor White Plains, NY 10601 Tel: (914) 437-7670 E-mail: jteitelbaum@tblawllp.com About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors tapped Ernst & Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq., at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. * * * On March 28, 2017, the Debtors filed their Plan of Reorganization and related Disclosure Statement. The Disclosure Statement was approved on June 13, 2017. Judge Stuart Bernstein subsequently confirmed the Debtors' Second Amended Joint Plan of Reorganization on July 28, 2017. TEMPUS AIRCRAFT: Trustee Selling 9056 Parts to Blums for $500K -------------------------------------------------------------- Tom Connolly, the Chapter 11 Trustee of Tempus Aircraft Sales and Service, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize his Settlement Agreement and Mutual Release with Ralph and Drew Blum in connection with the sale of all spare parts inventory from the Bombardier Global Express, manufacturer's serial number GX9056, for $500,000. TASS was, pursuant to dealership agreements with Pilatus Business Aircraft Ltd. the exclusive dealer for Pilatus aircraft for Texas, New Mexico, Arizona, Southern California and Colorado. As the exclusive dealer for Pilatus, TASS also operated a factory authorized repair shop pursuant to which it sold Pilatus parts and held an FAA 145 certificate allowing it to service general aviation aircraft. TASS further engaged in the business of parting out older aircraft and selling the "as removed parts." The "as removed parts" owned by TASS consist primarily of the 9056 Parts. A portion of the 9056 Parts are stored in a hangar at the Centennial Airport, 12260 East Control Tower Road, Englewood, Colorado, which TASS leases. TASS also rents storage space located on Freemont in Englewood, Colorado ("Premises"). A portion of the 9056 Parts are stored at the Premises. Certain parts from a Bombardier Global Express, manufacturer's serial number GX9037 sit, albeit well identified, alongside the 9056 Parts at the Premises. The 9037 Parts were, at all relevant times, owned by non-debtor Lowcountry Trading IV, LLC. Pursuant to a Commercial Security Agreement dated April 19, 2013, and UCC financing statements filed with the Delaware Department of State (Filing No. 2013 1515221) and the Colorado Secretary of State (No. 20132034348), the Blums held a properly perfected security interest in the 9037 Parts. Pre-petition, a hangar collapse caused approximately $290,000 damage to the 9037 Parts and approximately $2.6 million damage to the airplanes and airplane parts and other assets belonging to TASS. The only assets that were damaged were those belonging to TASS and some of the 9037 parts subject to the Blums' lien. An insurance claim was made against Travelers Indemnity Co. as a result of the damages under a policy nominally in the name of Orion Airgroup Holdings, LLC, but based solely on the damages to TASS' assets and the 9037 Parts. Suit was brought against the hanger landlord and Travelers nominally in the name of Orion as bailee of the damaged property. Travelers settled the suit against it by agreeing to pay $1.15 million; however because of competing claims against the Insurance Proceeds raised by Orion, Lowcountry and others, Travelers has not yet implead or otherwise paid those funds to any claimant. The suit proceeded to trial against the landlord resulting in a judgment in the approximate amount of $2.9 million. The Hangar Litigation Judgment is on appeal and subject to similar ownership disputes as those to the Insurance Proceeds. TASS funded the cost of pursuing the recovery of the Insurance Proceeds and obtaining the Hangar Litigation Judgment based on its own damage claims, but acknowledges that damage to Blums' collateral formed a basis a portion of the Insurance Proceeds recovery. The Blums also assert an interest in the Hanger Litigation Judgment. On Jan. 22, 2018, an Order and Judgment was issued by the State of New York, Supreme Court, County of Erie, awarding the Blums all legal right, possession, title, and interest in, to, and under the 9037 Parts, and requiring Lowcountry to forthwith deliver the 9037 Parts to the Blums. On Nov. 21, 2017, TASS' business and assets were seized by Cordes & Co. as receiver on behalf of Bank of the West ("BOW"), TASS' primary secured lender. On June 7, 2018, the Blums filed a motion in the case to compel TASS to abandon the 9037 Parts because they are not owned by the Debtor. The Trustee has asked the Blums to pay rent to the Estate for their use of the Premises to store the 9037 Parts. He has alleged the Blums received payments from TASS totaling roughly $290,000, which may be avoided for the benefit of TASS' Bankruptcy Estate. The Blums have presented the Trustee with evidence of defenses to the Trustee's assertion that the Transfers are avoidable, including, but not limited to consideration received by TASS in an amount reasonably equivalent to the Transfers. On July 24, 2018, the Trustee filed a motion with the Court asking an Order to convert the Bankruptcy from Chapter 11 to Chapter 7. The 9056 Parts and all of the 9037 Parts, except for two crates full, are currently located at a rented warehouse facility on the Premises. The 9056 Parts and all the shelving on which the 9056 Parts and the 9037 Parts are stored are subject to a perfected security interest in favor of BOW. The Trustee desires to sell and the Blums desire to purchase the 9056 Parts and shelving, "as is where is," and free and clear of the security interest of BOW. To avoid the cost and expense of litigation, and as part of an agreement involving a sale of the 9056 Parts, the Trustee asks the Court's approval of the Settlement Agreementw, an order authorizing abandonment of the 9037 Parts, and an order approving transfer of the 9056 Parts to the Blums free and clear of any claims, liens, or encumbrances. The salient terms of the Agreement are: a. The 9037 Parts: TASS agrees that it has no right, title, or interest in the 9037 Parts, as all legal right, title, and interest to the 9037 Parts belongs to the Blums. The 9037 Parts are not property of TASS' Bankruptcy Estate, and the Trustee will abandon the 9037 Parts to the Blum. The Blums will be entitled to take immediate possession of the 9037 Parts and the Trustee will ensure the Blums have access to the Hangar and the Premises to allow them to remove them. The Abandonment Motion will be rendered moot by the entry of an order approving the Settlement Agreement. b. Rent: The Blums' removal of the 9037 Parts will be contingent upon full payment to the Trustee of all Rent due and owing as of the date the parts are removed. The Parties agree that if the Blums purchase the 9056 Parts in accordance with the Agreement, they will also be responsible for the pro rata costs associated with storing the 9056 Parts from the date the Agreement is fully executed until the date the 9056 Parts are removed. c. Insurance Proceeds and Hangar Litigation Judgment: TASS acknowledges that the Blums are entitled to 10% of the Net Award from both the Insurance Proceeds and the Hangar Litigation Judgment. The Parties agree that the Blums' Insurance and Litigation Proceeds are not property of TASS' Bankruptcy estate and will be distributed to the Blums free of any claim of the Bankruptcy Estate or its creditors, including BOW. The Trustee will abandon any claim to the Blums' Insurance and Litigation Proceeds. The Blums will be entitled to the immediate receipt of the Blums' Insurance and Litigation Proceeds upon their distribution in the Hangar Litigation. d. Transfers: Within three business days after the "Approval Order," (i.e., an Order approving the Agreement and the sale of the 9056 Parts) becomes final and non-appealable, the Blums will transmit to the Trustee $150,000 in full and final satisfaction of all claims the Bankruptcy Estate may have against the Blums, including but not limited to the claim for fraudulent transfers based upon the Transfers. e. 9056 Parts: Within three business days after the Approval Order becomes final and non-appealable, the Trustee will sell and the Blums (or their assigns) will purchase the 9056 Parts free and clear of all liens, encumbrances, charges, security interests, or claims, including but not limited to those held by the BOW. The total purchase price for the 9056 Parts will be $500,000, which the Blums will wire transfer to the Trustee on the Closing Date. On the Closing Date, the Trustee will provide the Blums a fully-executed Bill of Sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Tempus_Aircraft_220_Sales.pdf The Settlement Agreement provides for Court approval on an expedited basis. The Trustee is required to surrender the Hanger and Premises to the lessor on Aug. 24, 2018. In order to enable the parties to satisfy the terms of the Settlement Agreement on an expedited basis and to allow for prompt removal of the 9056 and 9037 Parts, the Trustee asks that the Court suspends the operation of F.R.B.P. 6004(h), which automatically stays for 14 days an order authorizing the use, sale or lease of property other than cash collateral. He asserts a prompt sale and closing is in the best interest of the estate. About Tempus Aircraft Sales and Service Tempus Aircraft Sales and Service, LLC, operates a Pilatus Aircraft dealership in Englewood, Colorado. It also provides aircraft engine servicing and maintenance. Tempus Aircraft sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-13507) on April 26, 2018. In the petition signed by John G. Gulbin, III, manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Elizabeth E. Brown presides over the case. The Debtor tapped Wadsworth Warner Conrardy, P.C., as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. TEMPUS AIRCRAFT: Trustee Selling Service Center Assets for $850K ---------------------------------------------------------------- Tom Connolly, the Chapter 11 Trustee of Tempus Aircraft Sales and Service, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize his Purchase and Sale Agreement with Palmetto Equipment Holdings, LLC in connection with the sale of service center assets, consisting of ground support equipment and Pilatus parts, tooling and furniture and office equipment, for $850,000. The assets to be sold pursuant to the Agreement are all of the Debtor's right, title and interest in the tangible personal property, except for Excluded Assets currently located in the hangar at 12260 East Control Tower Road, Englewood, Colorado ("Control Tower Premises"), and described generally as all ground support equipment, Piper and Pilatus Parts, Tooling and fixed assets now located on the Control Tower Premises ("Service Center Assets"). Bank of the West holds a blanket lien on all of the Service Center Assets. The Trustee has been advised that Tempus Jet Centers III, Scott Terry and/or other related entities, assert that some of the items identified as Service Center Assets are not the property of TASS' bankruptcy estate, but are in fact their property. He disputes all such claims. The Motion does not seek sale free of Tempus Jet's assertions. The Purchaser will take subject to those assertions. The Trustee desires to sell and the Purchaser desires to purchase the Service Center Assets, "as is, where is," and free and clear of the security interest of the Bank of the West, but subject to all competing claims of title by Tempus Jet. Sale to the Purchaser is without representation or warranty of any kind including any representation as to the completeness of any inventory or listing of the Service Center Assets. The salient terms of the Agreement are: a. At the time of and as a condition to execution of the Agreement by the Trustee, the Purchaser will deliver to the Trustee duly executed documents in the form acceptable to Trustee from Orion Airgroup Holdings, LCC, the nominal plaintiff in Case Number 2016CV33113 District Court for the City and County of Denver, Colorado, irrevocably conveying to the bankruptcy estate of Tempus Aircraft Sales & Service all rights and standing as plaintiff in the Hangar Lawsuit, all right, title and interest in the judgment entered in the Hangar Lawsuit and all rights to the insurance proceeds due from Travelers Indemnity Company pursuant to the Confidential Release of All Claims executed in connection with the Hangar Lawsuit. b. Simultaneously with the execution of the Agreement, the Purchaser must deliver $75,000 to the Trustee as an earnest money deposit. The Trustee will make application to the Bankruptcy Court for approval of this Agreement and sale of the Service Center Assets to the Purchaser. c. The purchase price for the Assets will be $850,000. The Purchase Price must be delivered to Trustee in good funds on the Closing Date. d. The Assets to be sold to the Purchaser consist only of certain of those tangible items of personal property currently located on the Premises, but expressly do not include any of the following: (1) any and all lease deposits; (2) any 9037, 9056 or 9035 parts or inventory currently on the Premises; (iii) any and all insurance proceeds, unearned premiums, claims and causes of action with respect to or arising in connection with any insurance policies; (iv) any and all causes of actions held by the bankruptcy estate; (v) any and all preference and other avoidance claims and actions of Trustee; (vi) all books and records including, without limitation, servers and related computer equipment located on the Premises; (vii) all right, title and interest in intangible personal property including licenses and software and all books, records and like items pertaining to such intangible personal property; and (viii) any titled motor vehicle wherever located. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Tempus_Aircraft_224_Sales.pdf The Agreement provides for Court approval on an expedited basis. The Trustee is required to surrender the Hanger and Premises to the lessors on Aug. 24, 2018. In order to enable the parties to satisfy the terms of the Agreement on an expedited basis and to allow for prompt removal of the Excluded Assets, the Trustee asks that the Court suspends the operation of F.R.B.P. 6004(h), which automatically stays for 14 days an order authorizing the use, sale or lease of property other than cash collateral. He asserts a prompt sale and closing is in the best interest of the Estate. About Tempus Aircraft Sales and Service Tempus Aircraft Sales and Service, LLC, operates a Pilatus Aircraft dealership in Englewood, Colorado. It also provides aircraft engine servicing and maintenance. Tempus Aircraft sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-13507) on April 26, 2018. In the petition signed by John G. Gulbin, III, manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Elizabeth E. Brown presides over the case. The Debtor tapped Wadsworth Warner Conrardy, P.C., as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. TEVA PHARMACEUTICAL: Fitch Affirms 'BB' LT IDR, Outlook Negative ---------------------------------------------------------------- Fitch Ratings has affirmed Teva Pharmaceutical Industries Limited's (Teva) ratings, including the company's Long-Term Issuer Default Rating (IDR), at 'BB'. The Rating Outlook is Negative. Fitch believes that Teva's financial flexibility has improved since it initiated a formal restructuring plan in December 2017. However, the Rating Outlook remains Negative due to continued challenges in the operating profile, including headwinds to Copaxone revenues and a delay in certain new product launches. A revision in the Rating Outlook to Stable will also require an improved degree of confidence that the restructuring efforts have taken hold and new product launches are contributing to stabilization in operating margins. The ratings apply to $30.3 billion of debt at June 30, 2018. KEY RATING DRIVERS High Debt Levels and Non-Investment-Grade Status: Teva's consolidated debt levels were approximately $30.3 billion and estimated TTM leverage (measured as gross debt/EBITDA) after equity credit was 5.4x at June 30, 2018. Fitch expects leverage to stay elevated over the near term despite Teva's aggressive and committed deleveraging plans. This belief is based on the expectation that Teva's EBITDA will remain flat to lower compared to 2017's level because of price erosion challenging its generic medicines business and increased competition related to its specialty medicines business. Even though Teva has a number of levers to reduce its debt/EBITDA ratio, including reducing costs, paying debt from FCF and selling assets, Fitch estimates that gross leverage may remain above at or above 5x through 2020. However, Fitch's believes Teva will be able to meet its obligations through 2020 substantially with available cash and FCF. Continued Price Erosion and Pricing Pressure: Teva's generics business in the U.S. has been negatively affected by additional pricing pressure as a result of customer consolidation into larger buying groups capable of extracting greater price reductions; accelerated FDA approvals for versions of off-patent medicines, resulting in increased competition for Teva's products; and delays in launching new products. Pricing pressure, particularly in the U.S., will likely continue to meaningfully weigh on revenue and margins in the near term. This is particularly concerning for the less differentiated product segments. Fitch expects aging populations in developed markets and increasing access to healthcare in emerging markets will support volume growth for Teva and its generic pharma peers, but price erosion is expected to meaningfully offset such growth over the near term. Actavis Acquisition Cements Position but Fails to Meet Expectations: The acquisition of Actavis Generics solidified Teva's position as the largest generic drug firm in the world, combining the #1 (Teva) and #4 (Actavis) players. The firm has unmatched scale in most relevant pharmaceutical markets. Scale has begun to factor even more prominently for generic drug makers in recent years, as the largest purchasers have consolidated dramatically in the U.S. and Western Europe. However, Teva recognized $900 million and $17.1 billion in goodwill impairment charges in the years ended Dec. 31, 2016 and Dec. 31, 2017, respectively; doubling down in the generics space with this acquisition only caused Teva to become even harder hit by generic deflation. Despite a purchase price for Actavis of approximately $33.4 billion in cash and 100.3 million Teva shares, revenue growth in 2017 was only 2.2% compared to over 11% a year before, and Fitch-calculated EBITDA and EBITDA margin both declined compared to FY 2016. Decreasing Revenues of Copaxone Resulting from Generic Competition: Teva's best-selling product, Copaxone, is gradually declining in revenue and profitability. Generic competition for Copaxone is expected to continue over the forecast period in the U.S. market in light of the FDA approval of a generic version of both 20mg and 40mg Copaxone and the expectation of more generics to follow. Execution of Restructuring Plan: Teva announced a comprehensive restructuring plan in December 2017, aimed at reducing its cost base by $3 billion by YE 2019. Fitch believes the plan has the potential to stabilize Teva's business by creating operational efficiencies to help offset the substantial decline in revenues. However, even if Teva is successful in realizing the benefits from the restructuring by the end of 2019, Fitch believes there remain substantial challenges to Teva's growth and cost structure. Changes in Key Management: Teva's CEO Erez Vigodman left the firm in February 2017; seven months later in September 2017, Teva appointed Kare Schultz as CEO. Schultz has nearly 30 years of experience in the global pharmaceutical industry, most recently serving as CEO of H. Lundbeck A/S where he drove significant restructuring efforts. Schultz's first day as CEO was Nov. 1, 2017. Since 2012, Teva has had five CEOs (including interim CEOs), which raises questions about the effectiveness of Teva's leadership. DERIVATION SUMMARY Teva Pharmaceutical Industries Limited's (Teva) 'BB'/Outlook Negative rating reflects the company's substantial indebtedness and modest financial flexibility; this position is caused by several adverse developments including: regular and increasing price erosion of its U.S. generic medicines business; heightened competition for Teva's leading specialty medicine, Copaxone; continuing consolidation of Teva's customer base; and delays in development and launches of both generic and specialty products. Despite these challenges, Teva is the leading pharmaceutical manufacturer of generic drugs in the world relative to Mylan N.V., (BBB-/Stable) and Novartis (AA/Negative). Mylan is Teva's closest peer and its investment-grade credit profile reflects a stronger balance sheet compared to Teva. The company's scale, geographic reach, and the level of product differentiation is expected to contribute to sustainable FCF in the range of $2.0 billion to $2.5 billion over Fitch's forecast period, which excludes the effects of litigation costs and settlements and restructuring costs. Fitch believes that Teva has adequate sources of liquidity from free cash flow and available cash to meet its obligations through 2020. Thereafter, Fitch forecasts a shortfall of FCF in 2021, which may require the need for refinancing certain maturities or additional asset sales, but which appear to be achievable with Teva's current resources. The forecast of FCF is principally sensitive to: 1) Copaxone revenues; 2) revenues from new products; 3) cost reductions; and 4) litigation costs. Over the medium to long term, Fitch believes that Teva may benefit from its focus on innovative and complex pharmaceuticals, which generally command higher prices and margins. However, the commoditized portion of its generic drug portfolio is more prone to pricing pressure. That pressure, as well as its substantial debt, may cause gross leverage for Teva to remain at or above 5x though fiscal 2020. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Generic competition for Copaxone and additional generic launches in 2018 result in revenues of $1.8 billion in 2018 and $1.1 billion for the product in 2019, representing a decrease of 72% over two years. -- Generic medicine revenue growth declines at a rate of 24% in the U.S. in 2018 and declines at a decreasing rate through 2021. European generics face low-single-digit price increases, somewhat mitigated by flat growth in ROW. -- Fremanezumab is launched in late 2018 and the new product contributes no more than $500 million annually until after 2021. -- Restructuring results in a $3 billion decline in run-rate operating expenses by YE 2019; however, this still results in a decrease in EBITDA margin from historical levels. -- Working capital held roughly static 2018 and 2019. -- There are one-time restructuring charges of $800 million in 2018. -- Modest after-tax proceeds from asset divestitures net of cash outflows from ongoing litigation costs and potential settlements. -- No new equity is issued for cash; however, common equity increases $3.6 billion in 2018 as a result of the conversion of convertible preferred stock into common. -- Gross leverage is assumed to remain at or above 5x through 2020. -- The refinancing of debt improves Teva's financial flexibility in the near term, but is neutral to the rating, because gross leverage remains unchanged. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A one-notch upgrade would be considered if Teva were expected to maintain gross debt/EBITDA below 4.5x. -- More positive developments with respect to the operating profile and environment that grow EBITDA, including: stabilization of Copaxone revenues, successful new product launches, continued stabilization in the rate of generic deflation, successful restructuring, and resolution of litigation. -- The application of proceeds from asset sales to pay debt may be positive, but will need to be considered in the context of the company's earnings power thereafter. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A one-notch downgrade would incorporate the company operating with gross debt/EBITDA above 5.0x beyond 2020. -- The company does not return to sustainable operating performance, in part due to an even more onerous than forecasted pricing environment. -- The FCF, while positive, declines to levels that meaningfully increase Teva's reliance on asset sales or new external sources of capital to be able to meet its debt obligations. -- Generic competition against Copaxone 40mg drives a greater than expected share loss in 2018 and 2019. LIQUIDITY Cash Prioritized for Deleveraging: Teva's principal sources of short-term liquidity are its existing cash investments, liquid securities and available credit facilities; in addition, Teva has access to a $3 billion syndicated revolving credit facility (RCF) that was not utilized as of June 30, 2018 and cash and cash equivalents, which were approximately $1.9 billion as of June 30, 2018. During the first-quarter of 2018, Teva prepaid its U.S. dollar and JPY term loans. This was accomplished with the proceeds of debt issuances in an aggregate principal amount of $4.4 billion, consisting of senior notes with aggregate principal amounts of $2.5 billion and EUR1.6 billion with maturities ranging between four and 10 years. The effective average interest rate of the notes issued is 5.3% per year. The refinancing of term loans is a positive credit development for Teva. However, it is unclear whether FCF and available sources of liquidity (cash and lines of credit) will be adequate to meet total debt obligations due beyond 2020, because of the headwinds to revenue and the uncertainty surrounding new product revenues. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Teva Pharmaceutical Industries Limited -- Long-Term IDR at 'BB' Teva Pharmaceuticals USA, Inc. -- Long-Term IDR at 'BB' Teva Pharmaceuticals USA, Inc. -- Senior unsecured Revolver at 'BB'/'RR4' Teva Pharmaceutical Finance Company LLC -- Senior unsecured notes at 'BB'/'RR4' Teva Pharmaceutical Finance IV, LLC -- Senior unsecured notes at 'BB'/'RR4' Teva Pharmaceutical Finance Company, B.V. -- Senior unsecured notes at 'BB'/'RR4' Teva Pharmaceutical Finance IV, B.V. -- Senior unsecured notes at 'BB'/'RR4' Teva Pharmaceutical Finance V, B.V. -- Senior unsecured notes at 'BB'/'RR4' Teva Pharmaceutical Finance Netherlands II B.V. -- Senior unsecured notes at 'BB'/'RR4' Teva Pharmaceutical Finance Netherlands III B.V. -- Senior unsecured notes at 'BB'/'RR4' Teva Pharmaceutical Finance Netherlands IV B.V. -- Senior unsecured notes at 'BB'/'RR4' The Rating Outlook is Negative. All bonds issued by Teva subsidiaries are unconditionally guaranteed by the parent company, Teva Pharmaceutical Industries Ltd. THX PROPERTIES: Sumeer Buying 86 Denton Lots for $3 Million ----------------------------------------------------------- THX Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Texas its second supplement to its proposed sale of the remaining 86 townhome lots and improvements on Riney Road in Denton County, Texas, located on what is now known as Solana Circle in the City of Denton, Texas, to Sumeer Homes, Inc. for $3 million. The Debtor's Original Motion was filed and served on July 2, 2018. It filed its First Supplement on July 5, 2018. An Order Granting Agreed Motion to Continue Hearing was entered into the Court on July 20, 2018 and a Notice of Continued Hearing was served on parties-of-interest on July 23, 2018. The purpose of the Second Supplement is for the Debtor to give notice to creditors and parties-in-interest that it has entered into an Amendment to Commercial Contract - Unimproved Property extending the Buyer's feasibility period to 75 days and a Second Amendment to Commercial Contract - Unimproved Property containing these amendments: a) Price amended to $3 million; b) The Buyer agrees to build certain amenities; c) The Seller agrees to build the irrigation system before closing for the 14 units that have already been sold; d) The Seller will convey title of 86 lots to buyer and the common areas to the HOA associated with the property, and e) The declaration regarding the Property will be amended to give clarity for maintenance responsibilities HOA vs. homeowners. A copy of the the two amendments to the Contract of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/THX_Properties_39_Sales.pdf The Debtor asks that the Court authorizes it to sell the Property, free and clear of all lien claims and encumbrances as requested in the Motion, as supplemented by the Second Supplement and for general relief. A hearing on the Motion is set for Aug. 3, 2018, at 10:00 a.m. About THX Properties THX Properties, LLC is a real estate company that owned in fee simple 86 Townhome lots, common areas as well as architectural plans relating to a real estate project located at Solana Circle, Denton, Texas. THX Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-41409) on June 29, 2018. In the petition signed by Jason Helal, its manager, the Debtor disclosed $3.28 million in assets and $3.71 million in liabilities. Judge Brenda T. Rhoades presides over the case. Weldon L. Moore, III, Esq., at Sussman & Moore, L.L.P., serves as counsel to the Debtor. TOYS R US: Taj Noteholders Disclose $850M in Note Claims -------------------------------------------------------- In the Chapter 11 cases of Toys "R" Us, Inc., et al., the Ad Hoc Group of Taj Noteholders filed a Fourth Amended Verified Statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group of Taj Noteholders is comprised of holders of: (i) 12% senior secured notes due 2021 issued pursuant to that certain indenture, dated as of August 16, 2016, by and among, Tru Taj LLC and Tru Taj Finance, Inc., as issuers, Wilmington Trust, N.A., as successor trustee and collateral trustee and certain guarantors party thereto, and (ii) 11% senior secured ABL DIP notes under that certain indenture, dated as of September 22, 2017, by and among, Tru Taj LLC and Tru Taj Finance, Inc., as issuers, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee and certain guarantors party thereto. In August 2017, certain members of the Ad Hoc Group of Taj Noteholders retained Paul, Weiss, Rifkind, Wharton & Garrison LLP to represent them in connection with potential restructuring discussions involving the Debtors. On Sept. 15, 2017, the Ad Hoc Group of Taj Noteholders retained Whiteford, Taylor & Preston LLP as its co-counsel. On Oct. 17, 2017, Counsel filed the Verified Statement of the Ad Hoc Group of Taj Noteholders Pursuant to Bankruptcy Rule 2019. Subsequently, on Nov. 10, 2017, Counsel filed the Amended Verified Statement of the Ad Hoc Group of Taj Noteholders Pursuant to Bankruptcy Rule 2019. On Feb. 5, 2018, Counsel filed the Second Amended Verified Statement of the Ad Hoc Group of Taj Noteholders Pursuant to Bankruptcy Rule 2019. On March 15, 2018, counsel filed the Third Amended Verified Statement of the Ad Hoc Group of Taj Noteholders Pursuant to Bankruptcy Rule 2019. Since then, the composition of the Ad Hoc Group of Taj Noteholders, and the disclosable economic interests in relation to the Debtors held or managed by certain of its members, has changed. According to the Fourth Amended Verified Statement, the members of the Ad Hoc Group of Taj Noteholders and their disclosable economic interests as of July 13, 2018, are: 1. Aurelius Capital Management, LP 535 Madison Avenue 22 Floor New York, NY 10022 * $71,344,000of Taj DIP Note Claims * $91,128 of Propco II CMBS 2. Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 * $10,047,000 of Taj DIP Note Claims * $40,098,000 of Taj Note Claims 3. BlueMountain Capital Management LLC 280 Park Avenue, 12 Floor New York, NY, 10017 * $82,856,000 of Taj DIP Note Claims 4. Cerberus Capital Management L.P. 875 Third Avenue New York, NY 10022 * $6,000,000 of Taj DIP Note Claims * $51,952,000 of Taj Note Claims * $27,000,000 of Propco II CMBS 5. Cyrus Capital Partners, LP 65 East 55 Street, 6 Floor New York, NY 10022 * $16,426,000 of Taj DIP Note Claims * $123,988,000 of Taj Note Claims * $112,262,000 of Toys, Inc. 2018 Notes * $6,500,000 of Toys Inc-Delaware 2021 Notes * $19,049,079 of Delaware Term B-4 Loans * $1,754,353 of Delaware B-4 DIP Notes * $68,000,000 of Propco I Loans 6. Grantham, Mayo, Van Otterloo & Co. LLC 40 Rowes Wharf Boston, MA, 02110 * $5,755,000 of Taj DIP Note Claims * $21,350,000 of Taj Note Claims 7. Loomis Sayles & Company, LP One Financial Center, Boston, MA 02111 * $99,154,000 of Taj DIP Note Claims * $65,410,000 of Taj Note Claims * $8,715,808 of Propco I Loans 8. Owl Creek Asset Management, L.P. 640 Fifth Avenue, 20 Floor New York, NY 10019 * $13,500,000 of Taj DIP Note Claims 9. OZ Management LP and OZ Management II LP 9 West 57th Street, 39 Floor New York, NY 10019 * $72,858,000 of Taj DIP Note Claims * $2,700,000 of Delaware Term B-2 Loans9 * $2,406,385 of Delaware Term B-3 Loans * $8,000,000 of Delaware Term B-4 Loans 10. Rimrock Capital Management, LLC 100 Innovation Drive, Suite 200 Irvine, CA 92617 * $33,532,800 of Taj Note Claims 11. River Birch Capital, LLC 1114 Avenue of the Americas New York, NY 10036 * $14,657,000 of Taj DIP Note Claims 12. Silver Point Capital Fund, L.P. Two Greenwich Plaza Greenwich, CT 06830 * $32,625,000 of Taj DIP Note Claims * $2,000,000 of Taj Note Claims 13. Stonehill Capital Management, LLC 885 Third Avenue, 30 Floor New York, NY 10022 * $6,250,000 of Taj DIP Note Claims 14. TPG Sixth Street Partners, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 * $7,737,000 of Taj DIP Note Claims * $16,500,000 of Taj Note Claims 15. York Capital Management Global Advisors, LLC 767 Fifth Avenue, 17 Floor New York, NY 10153 * $10,220,000 of Taj DIP Note Claims * $46,000,000 of Taj Note Claims The members of the Ad Hoc Group hold an aggregate $449,429,000 of Taj DIP Note Claims and $400,830,800 of Taj Note Claims. The firm can be reached at: Jennifer E. Wuebker, Esq. Christopher A. Jones, Esq. Jennifer E. Wuebker, Esq. WHITEFORD, TAYLOR & PRESTON, LLP 3190 Fairview Park Drive, Suite 800 Falls Church, VA 22042 Telephone: (703) 280-9260 Facsimile: (703) 280-9139 E-mail: cajones@wtplaw.com jwuebker@wtplaw.com - and - Brian S. Hermann, Esq. Samuel E. Lovett, Esq. Kellie A. Cairns, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: bhermann@paulweiss.com slovett@paulweiss.com kcairns@paulweiss.com About Toys R Us, Inc. Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the U.S. Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. Propco I Debtors Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of Toys "R" Us Inc. Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company LLC (collectively, "Propco I Debtors") sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I Debtors sought and obtained procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. The Propco I Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Keith L. Phillips presides over the Propco I Debtors' cases. The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP; and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The Debtors also tapped Kutak Rock LLP. They hired Goldin Associates, LLC, as financial advisors. TRIBUNE MEDIA: S&P Alters Outlook to Stable & Affirms 'BB-' ICR --------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Chicago, Ill.-based Tribune Media Co. to stable from negative. At the same time, S&P affirmed its 'BB-' issuer credit rating on the company. S&P said, "We also affirmed our 'BB+' issue-level rating on Tribune's senior secured credit facility. The '1' recovery rating is unchanged, indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) of principal in the event of a payment default. "Furthermore, we affirmed our 'BB-' issue-level rating on the company's senior unsecured notes. The '3' recovery rating is unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) of principal in the event of a payment default. "Our outlook revision reflects our expectation that debt to trailing-eight-quarter average EBITDA will remain below 5x, despite our expectation that Tribune's financial policy may become more aggressive following the termination of its merger agreement with Sinclair Broadcast Group Inc. We expect that Tribune could resume share repurchases and acquisitions as soon as this year. Additionally, we believe the company could again explore a strategic review of some or all of its assets. Despite our expectation of a shift in financial policy, leverage remains relatively low, in the low-4x area, and the company has healthy cash flow that could partly offset a more aggressive capital investment strategy in order to keep leverage below 5x. "The stable rating outlook incorporates our expectation that Tribune will maintain strong liquidity and leverage below 5x despite the possibility that the company may become more acquisitive or return cash to shareholders. "We could lower our corporate credit rating on Tribune if the company's leverage increases due to business declines, leveraging acquisitions, integration missteps, or debt-funded shareholder distributions, and we become convinced that it will remain above 5x on a sustained basis. "Although unlikely, we could raise the rating if Tribune makes a public commitment to a more conservative financial policy that would include using cash flow to repay debt and reduce leverage below 4x. We could also raise the rating if the company is able to profitably diversify its business, which is concentrated in The CW Television Network- and Fox Network-affiliated stations." VISITING NURSE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Visiting Nurse Association of the Inland Counties dba VNA California 6235 River Crest Drive, Suite L Riverside, CA 92507 Business Description: VNA California -- http://vnacalifornia.org -- is a not-for-profit organization that provides health, palliative and hospice services when in-home care is needed or preferred. VNA California offers a full continuum of care for patients, including home health, hospice and bereavement services. The company is headquartered in Riverside, California with patient care centers in Palm Desert and Murrieta. Chapter 11 Petition Date: August 15, 2018 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 18-16908 Judge: Hon. Mark D. Houle Debtor's Counsel: Todd L. Turoci, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 Tel: 888-332-8362 Fax: 866-762-0618 E-mail: mail@theturocifirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Bruce Gordon, corporate controller. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-16908.pdf WACHUSETT VENTURES: New Value Contribution to Fund Latest Plan -------------------------------------------------------------- Wachusett Ventures, LLC, and affiliates submit a first amended disclosure statement for their amended joint chapter 11 plan of reorganization dated August 7, 2018. With the Plan, the WV Debtors seek to restructure their balance sheet and emerge as financially healthy operating facilities. In connection with the Plan, the WV Debtors' secured and lease obligations to the Sabra Entities will be restructured and/or forgiven and unsecured creditors will receive a Pro Rata share of (i) $300,000 payable upon the Effective Date, (ii) $100,000 payable on Jan. 2, 2019, and (iii) $100,000 payable on Sept. 1, 2019. Payments will be made as soon as reasonably practicable after, the latest of (i) the dates set forth in the preceding sentence, (ii) the distribution date following the date a general unsecured claim becomes an allowed general unsecured claim, or (iii) the date a general unsecured claim becomes payable pursuant to any agreement between the Reorganized Debtor and the holder of such general unsecured claim. The WV Debtors' obligations to CCP Finance and their Master Landlords are cross-collateralized. The Massachusetts Master Lease expires on Jan. 31, 2020 and the Connecticut Master Lease expires on or about March 1, 2026. The Master Landlords are under no obligation to amend the Massachusetts Master Lease or Connecticut Master Lease and its agreement to do so, in connection with the restructuring, is contingent on continued cross-collateralization and the maintenance of a master lease structure. This means that any value available for unsecured creditors will flow from a willingness of the Master Landlords to allow distributions. The WV Debtors are not aware of any unencumbered asset that is the property of any particular WV Debtor. Accordingly, while each WV Debtor may have a different amount of unsecured debt, and all intercompany transactions can be traced, no grounds exist for varying the distributions among the various estates. Furthermore, the cost and expense of the accounting and expected litigation to fix these amounts cannot be justified. Accordingly, the WV Debtors have proposed that all unsecured creditors be treated in a single class, regardless of which particular WV Debtor such claim is asserted against. All consideration necessary for the Reorganized Debtors to make payments or distributions will be obtained from Cash from the WV Debtors, including Cash from business operations, and the New Value Contribution, borrowing contemplated and provided for in the Plan, and the release of certain escrow funds by the Master Landlords. Further, the WV Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the WV Debtors’ historic intercompany account settlement practices and will not violate the terms of the Plan. The Sabra Entities or an affiliate will provide the Reorganized Debtors with post-confirmation financing in the form of a line of credit in the amount of $500,000, or such lesser amount as may be required to bridge any cash flow shortages needed to fund any short- term cash flow shortfalls projected and disclosed in the Plan Supplement. A full-text copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/mab18-11053-597.pdf About Wachusett Ventures Founded in 2013, Wachusett Ventures, LLC, operates five skilled nursing facilities in Connecticut and Massachusetts and employ approximately 600 people. For the fiscal year 2017, their gross revenue was approximately $54 million. Wachusett Ventures and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 18-11053) on March 26, 2018. In the petitions signed by Steven Vera, chief operating officer, Wachusett Ventures estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Frank J. Bailey presides over the case. The Debtors hired Nixon Peabody LLP as legal counsel; CBIZ Accounting, Tax & Advisory of New York, LLC as financial advisor; Marcum LLP as accountant; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee for Region 1 on April 6, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Wachusett Ventures, LLC, and its affiliates. WJA ASSET: Wants to Use $271K to Get Permits for San Diego Property ------------------------------------------------------------------- Luxury Asset Purchasing International, LLC, and its three members, 5827 Winland Hills Drive Development Fund, LLC, TD REO Fund, LLC, and CA Real Estate Opportunity Fund III, LLC, ask the U.S. Bankruptcy Court for the Central District of California to authorize them to use property of their estates to pay up to $270,600 in additional costs that are expected to be incurred in connection with the process of obtaining permits and entitlements for 9.42 acres of real property located at 5827 Winland Hills Drive and San Dieguito Road in San Diego, California owned by Luxury and that may be considered to be outside the ordinary course of business. Luxury's primary asset is its interest the Property. It acquired the Property in 2016. The Property is located within the community of Rancho Santa Fe. With the approval of the Court, Luxury has been in the process of obtaining entitlements and permits for the Property to be divided and entitled for a luxury home and a senior residential living facility. The Property will be worth significantly more with the entitlements than it is without. The process is proceeding as anticipated, but in order to ensure that the process goes smoothly once the Major Use Permit Application is submitted to the County of San Diego, Luxury has solicited the input of the neighboring landowners in order to ensure their support and to avoid opposition during the application process. This input process has been productive, but will result in some additional fees and costs being incurred with Shapouri & Associates, Douglas Pancake Architects, and with London Moeder Advisors. In addition, because of existing geologic issues and a larger proposed pad, Luxury will incur some additional fees with Geocon, who will perform a soil study to provide the required remedial geotechnical recommendations that will be incorporated into the revised grading plan. The total additional cost is expected to be no more than $270,600 but is necessary in order to complete this process, which is expected to more than double the value of the Property. The Luxury Debtors previously filed a motion to obtain Court approval of the retention and payment of the consultants necessary to handle these and other issues and of the payment by the Luxury Members of the fees and costs of those Consultants. Thus, the Court previously authorized the Luxury Debtors to pay up to $392,250 in fees for services rendered by the Consultants and the various governmental fees associated with the entitlements application process. In particular, the Court authorized the following: (1) The retention of Douglas Pancake Architects to provide renderings of what the Project will look like with construction detail so that any potential purchaser can estimate the costs of construction, for a fee of $8,750 for preliminary services, $62,500 for the next phase which included developing the site plan and preparing a schematic design to be presented to the various planning groups within Rancho Santa Fe as well as to the governmental agencies, plus up to an additional $7,000 for additional support on an hourly basis for work required to successfully complete the entitlements process. (2) The retention of David Neault Associates, a landscape architectural firm, whose landscape design was incorporated into the architectural renderings for the Project. It was authorized to be paid a flat fee of $30,000. (3) The retention of Geocon Incorporated, a soil engineering firm who had already performed some work on the Project and was therefore familiar with the soil and geologic conditions of the site. Its services are required to obtain the certification that is necessary in order to get a permit for grading and the Luxury Debtors obtained authority to pay it up to $30,000. (4) The retention of Viking Capital to do pre-construction financial modeling and analysis and to pay it up to $7,000. (5) The retention of J.T. Kruer to provide pre-construction services, including land development cost estimates (referred to as horizontal costs), and authorization to pay it up to $15,000. (6) The retention of KPRS Construction Services to provide pre-construction services, including building construction costs (referred to as vertical costs), and to pay it up to $10,000. (7) The retention of Ekard Smith & Associates, should it become necessary to involve a public relations firm, and authorization to pay that firm up to $12,000 if its services are required. (8) The retention of Coastal Land Solutions to conduct any additional mapping or surveying work, with authorization to pay it up to $10,000 for those services. (9) The retention of Ann Moore, a land use attorney, to provide legal advice regarding entitlement issues, including environmental issues, and to interact with the County of San Diego once the application for a major use permit is submitted. So far, her services have not been required. (10) Authorization to pay up to $200,000 in governmental fees and deposits to the City and County of San Diego as required in order to obtain approval of the major use permit. So far, no fees and costs have been required to be paid. Although the Property is adjacent to San Dieguito Road, the Fairbanks Montecito Homeowners Association (the "HOA") owns a strip of land that is between the Property and the main road. Because the Property must be accessed from that road, Luxury was required to negotiate with the HOA for an easement to gain access to the Property from the road. They reached an agreement under which Luxury must pay a total of $200,000 for the easement, with $25,000 payable upon execution and the balance due when the major use permit is issued. In addition, Luxury was required to pay the HOA $10,000 for the legal fees it incurred in connection with the easement. A total of $35,000 has been paid, with the balance of $175,000 due when the permit is issued. Because Rancho Santa Fe, where the Property is located, is an upscale residential community and the Property is surrounded by private residences, it has been important throughout this process to ensure that the project has the support of the community and, in particular, the neighboring landowners. Although Luxury anticipated some negotiation about the building and landscape architecture, their concerns about the building height require revisions to the architectural, geotechnical, and associated civil engineering designs. In addition, the adjacent property owners have requested that Luxury provide an analysis of the economic impact of the project on to the value of the adjacent properties. Luxury is confident that these issues can be addressed and resolved to the satisfaction of all involved but, unfortunately, it will require some additional work and, therefore, some additional costs. A copy of the proposal for the additional work contemplates additional payment of $53,250 for these services. In order to address the adjacent neighbors' concerns regarding the impact of the proposed development, Luxury proposes to retain London Moeder Advisors to perform a market analysis that will evaluate this issue through comparison of similar projects and the impact of those projects on adjacent properties. The cost for this analysis will be $22,500, with $11,250 payable upon execution of the contract and the balance paid upon completion. Last, all of this project design modification has required significant additional work from Shapouri & Associates, which is guiding Luxury through this process. In order to get this project through the entitlements process with these recent hurdles, Shapouri is requiring payment of an additional $177,850. Because Shapouri is instrumental in this process and has strong ties to the community and strong relationships within it, his continued role in this process is critical to its success. During this process, Luxury has learned that the northern part of the site contains potentially liquefiable and compressible alluvial soils and a shallow groundwater table. These issues require a field investigation and laboratory testing in order to evaluate the soil and geologic conditions of the project and to then take that information and incorporate it into the grading plans to assist in evaluating the development costs for the project. Luxury proposes to expand the present scope of Geocon's services to perform this analysis, which will increase their current contract from $30,000 to no more than $47,000. The Property is presently is believed to be worth about $8 million. However, with the entitlements, the portion of the Property attributable to the senior care facility is expected to be worth at least $15.6 million. That figure does not include the value of the parcel that will be zoned for a luxury home. The following chart sets forth the land acquisition costs and the costs that have been incurred to date or that are expected to be incurred as the process of obtaining the entitlements continues: a. Loan from TD REO to Luxury Asset Purchasing International, LLC, prior to acquisition of the units of Luxury by the Luxury Debtors: $2,663,000 b. Seller carry back financing from Leslie Winchell that will need to be paid when the Property is sold (amount is from November 2017): $2,013,000 c. Purchase of units in Luxury: $1 million d. Amount previously authorized to be paid to Shapouri & Associates: $1,212,500 e. Additional amount sought to be paid to Shapouri & Associates: $177,850 f. Amount previously sought to be paid to Contractors and to the City and County of San Diego for fees associated with the entitlements process: $392,250 g. Additional amount sought to be paid to Contractors: $270,600 h. Amount due to HOA, including sums already paid: $210,000 i. Total Estimated Expenses Associated with Acquisition of the Land and the Entitlements Process: $7,939,200 Exhibit "7" is a chart of all of the expenses paid thus far by the Luxury Debtor during the pendency of these cases related to the Property. The amounts on the spreadsheet do not include payments made prior to the bankruptcy filings. The highlighted entries reflect the payments, and the entries below show how the payments were funded by the Luxury Debtors. Because these contracts may be considered to be outside the ordinary course of business, Luxury asks an order (i) authorizing it to enter into the supplemental contracts with Shapouri, Geocon, and Douglas Pancake, and to enter into the new contract with London Moeder Advisors; (ii) authorizing the Luxury Members to pay up to $270,600 in fees under the foregoing agreements, with the amount of the payments based on their respective ownership interests in Luxury; (iii) to the extent that 5827 Winland does not have sufficient funds to pay its pro rata share, authorizing the other two Luxury Members to fund 5827 Winland's share via interest-free unsecured loans to Luxury to be treated as administrative expense claims. A copy of the Contracts and Exhibit 7 attached to the Motion is available for free at: http://bankrupt.com/misc/WJA_Asset_575_Sales.pdf A hearing on the Motion is set for Aug. 23, 2018 at 11:00 a.m. Douglas can be reached at: Douglas E. Pancake, AIA DOUGLAS PANCAKE ARCHITECTS, INC. Douglas Pancake Architects, Inc. 19000 MacArthur Blvd., Suite 500 Irvine, CA 92612 Telephone: (949) 720-3850 Mobile: (949) 945-8331 Shapouri can be reached at: Ali Shapouri, AICP CEP SHAPOURI & ASSOCIATES 18029 Calle Ambiente, Suite 501 P.O. Box 676221 Rancho Santa Fe, Ca 92067 E-mail: ali@shapouri.com About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing Funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of Norton Moore Adams has been tapped as special counsel. Elite Properties Realty is the broker. WOODBRIDGE GROUP: DAG Aspen Buying Carbondale Property for $300K ---------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate dated as of June 26, 2018, with DAG Aspen, LLC, in connection with the sale of Carbondale Glen Lot A 5, LLC's real property located at 360 Rivers Bend, Carbondale, Colorado, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $300,000. The Property consists of an approximately 1.34 acre vacant lot. The Seller purchased the Real Property in January 2014 for $650,000 with the intention of holding the lot for future sale as a vacant lot or for future possible development. Ultimately, the Debtors determined that there would be no benefit to constructing a new home on the Real Property given the existing inventory in the community. The Property has been listed on the multiple-listing service for approximately 1,301 days, and the listing price has been reduced several times over that period from $850,000 to the current listing price of $375,000. The Purchaser's all cash offer under the Purchase Agreement is the highest and otherwise best offer the Debtors have received. Accordingly, the Debtors determined that selling the Property on an "as is" basis to the Purchaser is the best way to maximize the value of the Property. On June 26, 2018, the Purchaser made an all cash $300,000 offer on the Property. The Debtors believe that this purchase price provides significant value. Accordingly, the Seller countersigned the final Purchase Agreement on June 29, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $300,000, with a $15,000 initial cash deposit and the balance of $285,000 to be paid in cash as a single down payment at closing, with no financing contingencies. The deposit is being held by Commonwealth Title Co. as escrow agent. In connection with marketing the Property, the Debtors worked with Aspen Snowmass Sotheby's International Realty, a non-affiliated third-party brokerage company. The Broker Agreement provides the Seller's broker with the exclusive and irrevocable right to market the Property for a fee in the amount of 5% of the contractual sale price and authorizes the Seller's broker to compensate a cooperating purchaser's broker by contributing a share of the Seller's Broker Fee in the amount of 2.5% of the purchase price to the Purchaser's broker. The Purchase Agreement is signed by Laura Gee of Sotheby's as the Seller's agent and Mike Elkins of Engel & Volkers Roaring Fork as the transaction broker for the Purchaser. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. All proceeds of the Sale (net of the Broker Fees, Other Closing Costs and amounts required to satisfy the Third Party Lien, if any) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 1, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors further ask that filing of a copy of an order granting the relief sought in Garfield County, Colorado may be relied upon by the Title Insurer to issue title insurance policies on the Property. They further ask authority to pay the Broker Fees in an amount not to exceed an aggregate amount of 5% of gross sale proceeds by (i) paying the Purchaser's Broker Fee in an amount not to exceed 2.5% of the gross sale proceeds out of such proceeds and (ii) paying the Seller's Broker Fee in an amount not to exceed 2.5% of the sale proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_2262_Sales.pdf A hearing on the Motion is set for Aug. 21, 2018, at 10:00 a.m. (ET). The objection deadline is Aug. 14, 2018 at 4:00 p.m. (ET). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. YAKAPUTZ II: Property Sale Proceeds to Pay Creditors Under Plan --------------------------------------------------------------- Yakaputz II, Inc. submits a disclosure statement describing its plan of reorganization, dated August 7, 2018, which provides for the Debtor to pay its creditors using the proceeds from the sale of its property located at 195A Washington Street, Brooklyn, NY. Each holder of an Allowed Class 2 secured claim will be paid the full amount of their allowed claim with statutory interest of on the Effective Date. Pending the payment allowed Class 2 Creditors, Class 2 Creditors will retain the lien on the Debtor’s Property securing such claim and in the proceeds from the sale of such Property. Upon the payment in full of each Class 2 Creditor's Allowed Claim, those creditors will fill a satisfaction of their respective liens and their liens will no longer be of any effect. If the Property against the Class 2 Creditor's Claim lacks value sufficient for that Claim to be a secured Claim, then to that extent, that Claim is unsecured and will be treated as a Class 3 or Class 4 Claim. Allowed Class 3 tax claims will be paid in full with statutory interest of 3% up to the Effective Date to the extent that there are funds available to make payments. Allowed Class 3 claims will be paid, in full, before any distribution is made to Class 4. Allowed Class 4 general unsecured claims will be paid with what remains from the proceeds from the Property's sale, if any, on a pro rata basis, until those Claims are paid in full on the Effective Date and after the payment in full of the Allowed Claims of creditors in Classes 1 through 3. There are no Claims filed for this Class. The Debtor will sell its interest in the Property to a purchaser to be provided by the Debtor's retained real estate broker; pursuant to a contract of Sale, to be approved by the Court. If the Broker is unable to obtain a signed contract for the sale of Property within 90 days of the date of date that an order confirming the Plan is entered, the Property will be sold at auction. The proceeds of the Sale, net of closing expenses will be used to make the distributions to creditors. The Debtor will continue to manage its properties and ventures in implementing the Plan until and after the Effective Date. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nyeb1-18-42707-22.pdf About Yakaputz II Inc. Yakaputz II, Inc., is a single asset real estate entity, which owns and develops a multi-unit property located at 195A Washington Street, Brooklyn, New York. Yakaputz II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42707) on May 9, 2018. In the petition signed by Michael Fischman, authorized representative, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Carla E. Craig presides over the case. YOGA80 INC: Seeks Authority to Use Cash Collateral on Interim Basis ------------------------------------------------------------------- Yoga80 Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of California to use cash collateral on an interim basis to pay expenses set forth in the budget, pending a final hearing on the Motion. The Debtor essentially has two operations: (i) a coffee cafe located at 2727 Street, #100, Carlsbad, CA 92008; and (ii) a yoga studio located at 11526 Sorrento Valley Road, San Diego, CA 92121. The Debtor asserts that the use of cash collateral is necessary in order to maintain the present value and condition of the bankruptcy estate, as the Debtor must make ongoing payments to sustain its business and pay its employees. The Debtor further asserts that any inability to use such funds during its Chapter 11 case could essentially shut down the business of the Debtor and make reorganization impossible, all while burdening and decreasing the value of the Debtor's bankruptcy estate. There are eight potential secured creditors with interests in the Debtor's cash collateral: (i) Buzz Culver; (ii) Joanne Edwards; (iii) Larry Lessie; (iv) Molly Winders; (v) The Robert Pastor Trust; (vi) Ted Townsend; (vii) Cal-Sorrento, Ltd.; and (viii) Craig James Pastor. The Debtor has reached agreements for the use of cash collateral with each secured creditor. Pursuant to the Agreements, the Debtor will not be required to make any adequate protection payments in exchange for the use of cash collateral. The Debtor does not anticipate that any creditor will object in any way to its use of its cash collateral. A full-text copy of the Order is available at http://bankrupt.com/misc/casb18-04321-5.pdf About Yoga80 Inc. Yoga80 Inc. filed a Chapter 11 petition (Chapter 11 Petition filed July 20, 2018), on July 20, 2018. The Petition was signed by Robert Bradley Pastor, chief financial officer. The Debtor is represented by Vikrant Chaudhry, Esq. at VC Law Group, LLP. At the time of filing, the Debtor had less than $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. [*] Discounted Tickets for 2018 Distressed Investing Conference! ---------------------------------------------------------------- Discounted tickets for Beard Group, Inc.'s Annual Distressed Investing 2018 Conference are available if you register by August 31. Your cost will be $695, a $200 savings. Visit https://www.distressedinvestingconference.com/ for registration details and information about this year's conference agenda as well as highlights from past conferences. Now on its 25th year, Beard Group's annual Distressed Investing conference is the oldest and most established New York restructuring conference. The day-long program will be held Monday, November 26, 2018, at The Harmonie Club, 4 E. 60th St. in Midtown Manhattan. For a quarter century, the focus of the conference 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. They 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. This year's 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.) * Evening awards dinner recognizing the 12 Outstanding Restructuring Lawyers 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 Beard Group, Inc., publishes Turnarounds & Workouts, Troubled Company Reporter, and Troubled Company Prospector. Visit http://bankrupt.com/freetrial/for a free trial subscription to one or more of Beard Group's corporate restructuring publications. [^] BOOK REVIEW: Crafting Solutions for Troubled Businesses ----------------------------------------------------------- Authors: Stephen J. Hopkins and S. Douglas Hopkins Publisher: Beard Books Hardcover: 316 pages List Price: US$74.95 Own your personal copy at http://www.amazon.com/exec/obidos/ASIN/1587982870/internetbankrupt Crafting Solutions for Troubled Businesses: A Disciplined Approach to Diagnosing and Confronting Management Challenges, by Stephen J. Hopkins and S. Douglas Hopkins, will change the way you think about the problems of businesses in distress. The book will be of great value to turnaround management practitioners, lenders facing loan covenant defaults, Board Members of struggling companies who need a basis for evaluating and assisting their management to realistically confront problems, and private equity firm management facing problems with portfolio companies or seeking to identify turnaround investment opportunities. ********* 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. 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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. 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