/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190102.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 2, 2019, Vol. 23, No. 1 Headlines 1141 REALTY: Exclusive Plan Filing Period Extended Until Feb. 18 2413 QUARRION: Taps RPD Analytics as Appraiser 2806 PARADISE: Taps RPD Analytics as Appraiser 3832 WEST SIXTH STREET: Taps Park & Lim as Litigation Counsel 550 SEABREEZE: Seeks Feb. 22 Exclusive Plan Filing Period Extension 6 VIA PARADISO: Taps RPD Analytics as Appraiser A V CAR & HOME: Seeks May 19 Exclusivity Period Extension A.N.P. ELECTRIC: Taps SA Small Business as Accountant ABE'S BOAT: Wants to Maintain Plan Exclusivity Through Jan. 31 ADDINGTON FAMILY: Seeks April 15 Plan Filing Period Extension ADVANCE SPECIALTY: Seeks Court Approval of Proposed Plan Outline ADVANCED SPORTS: Asks Court to Approve New Compensation Structure AGILE THERAPEUTICS: Meets With FDA on Comparable Wear Study ALAMO VENTURES: Unsecureds to Get Full Payment, Plus 4.125% ALGODON GROUP: Options to Buy 6.5M Shares Granted Under 2018 Plan ALGODON GROUP: Subsidiary Sells $1.5 Million Convertible Note AMERICAN GREEN: DOJ Watchdog Directed to Appoint Ch. 11 Trustee AMYRIS INC: Signs Third Amended Loan Agreement with GACP Finance ARQUIDIOCESIS DE SAN JUAN: Taps Susana Cintron as Special Counsel ASPC CORP: Jan. 24 Plan Confirmation Hearing BACK DOOR: U.S. Trustee Unable to Appoint Committee BLACK DIAMOND HOSPITALITY: $200K Loan from M. Khan to Fund New Plan CAMBER ENERGY: Will Hold Its 2019 Annual Meeting on Feb. 19 CARPENTER'S ROOFING: U.S. Trustee Unable to Appoint Committee CCS ONCOLOGY: PCO Files 6th Report CELL SCIENCE: Seeks to Hire Hinkle Richter as Accountant CHOATES GENERAL: DOJ Watchdog Seeks Trustee Appointment, Conversion DEATH'S DOOR: Seeks to Hire Statz as Accountant DELTA DUCK: Plan to be Funded from Estate Assets, Cash on Hand DESERT LAND: Exclusive Plan Filing Period Extended to Jan. 22 DIFFUSION PHARMACEUTICALS: Effects 1-for-15 Reverse Stock Split DITECH HOLDING: Cooperman No Longer Owns Any Shares Common Stock DITECH HOLDING: Elects Not to Make $9-Mil. Notes Interest Payment DITECH HOLDING: JLP Credit Entities Cease to Own Common Shares DITECH HOLDING: Lion Point Has 50.2% Stake as of Dec. 21 DOW CORNING: Disbursal of 50% of 2nd-Priority Payments Affirmed EAST HARLEM ESTATES: Case Summary & Unsecured Creditor ENERGY GUARD: Unsecureds to Get $50,000 in 50 Months Under Plan ENVIRONMENTAL TECHNOLOGIES: Jan. 31 Plan Confirmation Hearing Set FALLING BRANCH: U.S. Trustee Unable to Appoint Committee FIRST FLO: Seeks to Hire Shapiro Bieging as Legal Counsel FOUAD MARKET: Seeks to Hire Parker & Associates as Legal Counsel GOLDEN STATE: J. Lane's Bid to Modify Court Opinion Nixed HARAS SANTA: Seeks to Hire Carrasquillo as Financial Consultant HOLLEICKE-PERRIN: Seeks to Hire Eron Law as Legal Counsel IDL DEVELOPMENT: Case Summary & 10 Unsecured Creditors INTEGRATED DYNAMIC: Allowed to Use Cash Collateral Through Jan. 31 INTERIOR COMMERCIAL: Has Authorization to Use Cash Collateral J.P. RENTALS: Gets Authorization to Use Cash Collateral KEAST ENTERPRISES: Seeks to Hire Ed Spencer as Real Estate Agent KOST VENTURES: Seeks April 15 Extension of Plan Filing Deadline LIL ROCK ELECTRICAL: Plan, Disclosures Hearing Set for Jan. 29 LUBY'S INC: Urges Shareholders to Vote for Its Director Nominees MCCLATCHY CO: Bluestone Owns 7.7% of Class A Shares as of Dec. 21 MCCLATCHY CO: Issues $193.5 Million Notes to Chatman Affiliates MCCLATCHY CO: Provides Outlook for Second Half and Q4 2018 MELINTA THERAPEUTICS: Secures $135 Million Loan Commitment MESABI METALLICS: Court Narrows Claims in Cliffs' Countersuit MESABI METALLICS: Court Narrows Claims in GPIOP Countersuit MILIO INTERNATIONAL: Case Summary & 8 Unsecured Creditor MOORE CHROME: Taps Advanced Bookkeeping as Accountant MUSCLEPHARM CORP: Stockholders Elect Four Directors NMS FABRICATIONS: Seeks Feb. 28 Exclusive Filing Period Extension OFFSHORE SPECIALTY: Default Judgment in Favor of Klein Reversed PACHANGA INC: SSG Acted as Investment Banker in Asset Sale PACIFIC THOMAS: Lease Agreements Void, Bankr. Court Rules PEPPERELL MILLS: May Obtain Plan Acceptances Until Feb. 19 PIONEER NURSERY: Suit vs Insurance Companies Stayed Until June 7 PS SYSTEMS: Unsecureds to Recoup Less Than 1% Under LCI Plan QUOTIENT LIMITED: Amends Indenture Governing 12% Notes Due 2023 REAL CARE: PCO's 1st Oral Report Set for Jan. 10 RITE AID: S&P Assigns 'BB-' Ratings on New Upsized Credit Facilites SCG MADILL: Seeks Authorization to Use LQC Cash Collateral SCIENTIFIC GAMES: MacAndrews & Forbes Reports 38.9% Equity Stake SCIENTIFIC GAMES: Promotes Three Key Executives SCIENTIFIC GAMES: Submits Draft S-1 Registration Statement SEARS ROEBUCK: Court Dismisses With Prejudice I. Peterson Suit SNEEDCREST APARTMENTS: Taps McColly Bennett as Real Estate Broker SOMS TECHNOLOGIES: Taps Rosenberg Feldman as Litigation Counsel SOMS TECHNOLOGIES: Taps Schwartz Advisors as Financial Advisor SOUTHCROSS ENERGY: Names Michael Howe as Chief Financial Officer STEPHANIE'S TOO: Taps Remax Connection as Realtor SUMAR INTERNATIONAL: May Use Cash Collateral on Interim Basis SUNSHINE DAIRY: Seeks Jan. 22 Exclusivity Period Extension THOMAS DEE ENGINEERING: Seeks to Hire Goodrich as Legal Counsel TNT LLC: Seeks to Hire DelBello Donnellan as Legal Counsel TOD LAS VEGAS: Trustee Taps Hahn Fife as Accountant UNITED INTERNATIONAL: Cash Collateral Use Proposal Rejected USA GYMNASTICS: A. Raisman Bid to Depose L. Nassar Held in Abeyance VERSA MARKETING: Allowed to Use Cash Collateral Until Jan. 31 VISUAL HEALTH: CBB Secured Claim to be Paid from Exit Financing WALDRON DEVELOPMENT: Exclusive Plan Filing Period Moved to Jan. 10 WEQ HOLDINGS: Claim Filing Deadline Set for Feb. 15 WOODBRIDGE GROUP: SEC Charges 13 Brokers for Selling Securities XTAL INC: Seeks to Hire Alston & Bird as Legal Counsel ********* 1141 REALTY: Exclusive Plan Filing Period Extended Until Feb. 18 ---------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York, at the behest of 1141 Realty Owner LLC and Flatironhotel Operations, LLC, has extended the time within which the Debtors may exclusively file a plan and disclosure statement, and the time within which the Debtors may solicit acceptances of such plan through and including Jan. 21, 2019 and March 22, 2019, respectively. The Troubled Company Reporter has previously reported that the Debtors asked the Court to extend the exclusive periods by 90 days, through and including Feb. 18, 2019 and April 13, 2019, respectively. The Debtors told the Court that the following factors weigh in favor of granting an extension at this time: (a) Since the Petition Date, the Debtors have been diligently working with Premier Flatiron LLC to secure financing to enable confirmation of a plan of reorganization. A plan and disclosure statement has been prepared and will be ready to be filed when financing is secured. (b) The Debtors sought and obtained an order of the Court establishing deadlines to file proofs of claim. The Bar Date for all creditors other than governmental entities was Nov. 5, 2018 and the Bar Date for governmental entities is Jan. 28, 2019. (c) The Debtors have engaged Wilmington Trust, N.A., solely in its capacity as Trustee for the benefit of the Registered Holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass Through Certificates, Series 2015- C28 by filing an objection to the Prepetition Secured Lender's claim and serving contested matter discovery demands on the Prepetition Secured Lender required to verify the amounts claimed by the Prepetition Secured Lender. The Debtor intends to depose witnesses for the Prepetition Secured Lender in the month of December. A hearing on the Claim Objection is presently scheduled for Dec. 20, 2018. About 1141 Realty Owner 1141 Realty Owner LLC is the fee owner of the Flatiron Hotel, a 62-room boutique hotel located at 9 West 26th Street a/k/a 1141 Broadway in New York, New York. Affiliate Flatironhotel Operating LLC owns the liquor licenses for the restaurant facilities within the hotel. 1141 Realty Owner LLC and Flatironhotel Operating LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 18-12341) on July 31, 2018. In the petitions signed by Jagdish Vaswani, managing member, 1141 Realty Owner estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Flatironhotel estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Stuart M. Bernstein is the case judge. The Debtors tapped Klestadt Winters Jureller Southard & Stevens, LLP as their legal counsel; CR3 Partners, LLC as crisis management services provider; Verdolino & Lowey, P.C. as their accountant; and Omni Management Group, Inc. as the administrative agent and claims and noticing agent. 2413 QUARRION: Taps RPD Analytics as Appraiser ---------------------------------------------- 2413 Quarrion LLC received approval from the U.S. Bankruptcy Court for the District of Nevada to hire RPD Analytics, LLC as its appraiser. The firm will prepare an updated appraisal report on the Debtor's property located at 2413 Cockatiel Drive, North Las Vegas, Nevada. RPD Analytics will charge a flat fee of $500 to prepare the report. For additional services, the firm will charge $450 per hour for testimony and $400 per hour for consultation and other services. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. RPD Analytics can be reached through: Michael L. Brunson RPD Analytics, LLC 9550 S. Eastern Avenue, Suite 253 Las Vegas, NV 89123 Phone: 702-641-5657 Email: info@rpdexpert.com About 2413 Quarrion LLC 2413 Quarrion, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-14022) on July 6, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. Judge Laurel E. Babero oversees the case. The Debtor tapped Andersen Law Firm, Ltd., as its legal counsel. 2806 PARADISE: Taps RPD Analytics as Appraiser ---------------------------------------------- 2806 Paradise Isle LLC received approval from the U.S. Bankruptcy Court for the District of Nevada to hire RPD Analytics, LLC, as its appraiser. The firm will prepare an updated appraisal report on the Debtor's property located at 2806 Paradise Isle Avenue, North Las Vegas, Nevada. RPD Analytics will charge a flat fee of $500 to prepare the report. For additional services, the firm will charge $450 per hour for testimony and $400 per hour for consultation and other services. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. RPD Analytics can be reached through: Michael L. Brunson RPD Analytics, LLC 9550 S. Eastern Avenue, Suite 253 Las Vegas, NV 89123 Phone: 702-641-5657 Email: info@rpdexpert.com About 2806 Paradise Isle 2806 Paradise Isle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-12795) on May 14, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Laurel E. Babero presides over the case. The Debtor tapped Andersen Law Firm, Ltd. as its legal counsel. 3832 WEST SIXTH STREET: Taps Park & Lim as Litigation Counsel ------------------------------------------------------------- 3832 West Sixth Street, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Park & Lim as its special litigation counsel. The firm will represent the Debtor in a case styled 3832 West Sixth Street, LLC v. Jeffrey S. Seun, et al. (Case No. 18STCV06780) in the Superior Court of the State of California. Park & Lim will also represent the Debtor in any corporate or state court legal matter that may arise during its Chapter 11 case. Park & Lim will charge these hourly fees: Heesok Park Shareholder $400 S. Young Lim Shareholder $400 Dennis McPhillips Associate $320 Shelley Sagara Associate $320 Jessie Kim Associate $320 Davit Zargaryan Associate $275 Law Clerks $160 S. Young Lim, Esq., at Park & Lim, disclosed in a court filing that the firm neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: S. Young Lim, Esq. Park & Lim 3530 Wilshire Boulevard, Suite 1300 Los Angeles, CA 90010 Tel: (213) 386-5595 Email: young@parkandlim.com About 3832 West Sixth Street 3832 West Sixth Street, LLC, is a privately-held company whose principal assets are located at 979 Dewey Avenue Los Angeles, California. 3832 West Sixth Street sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-23048) on November 5, 2018. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Sandra R. Klein. The Debtor tapped Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, as its legal counsel. 550 SEABREEZE: Seeks Feb. 22 Exclusive Plan Filing Period Extension ------------------------------------------------------------------- 550 Seabreeze Development, LLC, requests the U.S. Bankruptcy Court for the Southern District of Florida for a further extension of the exclusivity periods for Debtor to file a plan and disclosure statement and to obtain acceptance of plan through and including Feb. 22, 2019 and April 23, 2019, respectively. As of the Petition Date, the Debtor was the owner of a partially completed, 12 story resort hotel to be known as the Las Olas Ocean Resort located at 550 Seabreeze Boulevard, Fort Lauderdale Florida. The Debtor submits that sufficient cause exists to extend the Exclusive Period for the purpose of filing a plan and disclosure statement. The Debtor asserts that its principal focus in the initial stage of the case has been the disposition of the Property, and the preservation, maintenance and protection of the Property pending a sale. Following a several month long process, the sale of the Property to MHF Las Olas VI LLC recently closed for $39.1 million Pursuant to Court approval, the Debtor has satisfied tax claims on the Property and disbursed a significant amount of the sale proceeds to its principal secured creditor, Ocean Hotel Lender, LLC (as successor to the Bancorp Bank). In addition, the Debtor has been in engaged in discussions with OHL, as well as with other constituents in the case, concerning a host of issues. The Debtor believes that the terms of a consensual resolution of such issues have been agreed to in principal, subject to formal documentation and Court approval. Moreover, the Debtor is in the process of evaluating the claims filed and is hopeful to certain disputed claims prior to filing a Plan of Liquidation. About 550 Seabreeze Development 550 Seabreeze Development LLC is a general contractor located in Fort Lauderdale, Florida. It is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company filed as a Florida limited liability in Florida in September 2003. 550 Seabreeze Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26, 2018. In its petition signed by Kenneth Bernstein, authorized representative, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Raymond B. Ray presides over the case. Genovese Joblove & Battista, P.A., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. 6 VIA PARADISO: Taps RPD Analytics as Appraiser ----------------------------------------------- 6 Via Paradiso LLC received approval from the U.S. Bankruptcy Court for the District of Nevada to hire RPD Analytics, LLC, as its appraiser. The firm will prepare an updated appraisal report on the Debtor's property located at 6 Via Paradiso Street, Henderson, Nevada. RPD Analytics will charge a flat fee of $500 to prepare the report. For additional services, the firm will charge $450 per hour for testimony and $400 per hour for consultation and other services. The firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. RPD Analytics can be reached through: Michael L. Brunson RPD Analytics, LLC 9550 S. Eastern Avenue, Suite 253 Las Vegas, NV 89123 Phone: 702-641-5657 Email: info@rpdexpert.com About 6 Via Paradiso 6 Via Paradiso, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-16658) on Dec. 14, 2017. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Laurel E. Davis presides over the case. The Debtor tapped Andersen Law Firm, Ltd. as its legal counsel. A V CAR & HOME: Seeks May 19 Exclusivity Period Extension --------------------------------------------------------- A V Car & Home, LLC requests the U.S. Bankruptcy Court for the District of Columbia for an extension of the exclusivity period to file and solicit acceptances of a chapter 11 plan through and including May 19, 2019. While it is not of massive size, the Debtor asserts that its case is complex enough for an extension of exclusivity to be appropriate. The Debtor has had to resolve significant issues in this case regarding pending litigation with its secured lender and neighbor, who has also filed an adverse possession case against it. AV Car and David Brown are the owners of real property located at 309 H Street, N.W., Washington, DC 20001. Welch Family Limited Partnership Four is the owner of the real property adjoining the Property. Welch Four's affiliate, Welch Family Limited Partnership Nine, purchased the secured debt encumbering the Property. Welch Nine has filed a claim in the amount of $921,413 and has offered to purchase the Property for $1,975,000. Sometime in July 2016, while AV Car and Mr. Brown were attempting to sell the Property, Welch Four filed a complaint for adverse possession in the Superior Court for the District of Columbia. The complaint, like the purchase of the secured debt, was filed in an attempt to consolidate the Property with Welch Four's neighboring property, rather than simply an attempt to collect a debt. David Brown filed a pro se voluntary Petition under Chapter 11 of the Bankruptcy Code, which case was converted to a proceeding under Chapter 7 of the Bankruptcy Code on Jan. 11, 2017. Bryan Ross, the Court-appointed Chapter 7 trustee for Mr. Brown's bankruptcy estate has also attempted to sell the Property, but believed he could not convey good title without AV Car being in bankruptcy as well. Consequently, the Trustee filed a notice of intent to abandon, which was conditionally approved by the Court in the case styled In re David Brown, Case No. 16-00466-SMT (Bankr. D.D.C.). Abandonment of the Property could have resulted in the Welch Entities being free to pursue a foreclosure and prevent a sale of the Property by the Trustee and AV Car. Accordingly, in order to preserve its equity in the Property, AV Car filed for Chapter 11 bankruptcy. The Debtor claims that it has made progress towards resolution of this case. Particularly, the Debtor has obtained an offer to purchase the Property for $2.3 million. The Debtor was initially precluded from filing a Chapter 11 plan by the automatic stay arising in the bankruptcy case of David Brown. The Debtor has sought for relief from stay in the case of Mr. Brown to be authorized to file a plan or other pleadings to allow it to accept that offer. Consequently, the Debtor filed a Chapter 11 plan to implement the offer from Taja Investments, LLC. The plan provides for payment of all claims in full. A hearing on the disclosure statement in support of that plan is scheduled for Jan. 9, 2019. The Court has extended the deadline for the Debtor to confirm a plan through and including Jan. 21, 2019. About A V Car & Home A V Car & Home LLC, a company based in Washington, DC, is engaged in activities related to real estate. A V Car & Home sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. D.C. Case No. 18-00434) on June 20, 2018. In the petition signed by Shawntell Parker, authorized representative, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Martin S. Teel, Jr., presides over the case. A.N.P. ELECTRIC: Taps SA Small Business as Accountant ----------------------------------------------------- A.N.P. Electric, Inc., received approval from the U.S. Bankruptcy Court for the District of Arizona to hire SA Small Business Accounting & Tax, Inc., as its accountant. The firm will assist the company in the preparation of tax returns. It will also provide general bookkeeping services to the company and its president Anthony Nicholas Pelletiere. SA Small Business will charge A.N.P. Electric $500 per tax return and a monthly fee of $275 for bookkeeping services. Meanwhile, the firm will charge Mr. Pelletiere $100 per month for bookkeeping services. The firm does not represent any interest adverse to the Debtors' bankruptcy estates, according to court filings. SA Small Business can be reached through: Trey Chasex SA Small Business Accounting & Tax, Inc. 13750 San Pedro, Suite 645 San Antonio, TX 78232 Email: trey@sasmallbusiness.com About A.N.P. Electric A.N.P. Electric, Inc. and Anthony Nicholas Pelletiere, the company's president filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 18-12801 and 18-12802) on Oct. 19, 2018. At the time of filing, A.N.P. Electric had less than $50,000 in estimated assets and $50,000 to $100,000 in estimated liabilities. The Debtors are represented by D. Lamar Hawkins, Esq., at Aiken Schenk Hawkins & Ricciardi, P.C. ABE'S BOAT: Wants to Maintain Plan Exclusivity Through Jan. 31 -------------------------------------------------------------- Abe's Boat Rentals, Inc., requests the U.S. Bankruptcy Court for the Eastern District of Louisiana to extend the deadline for Debtor to file an amended plan to Jan. 31, 2019, and the period to gain acceptance of the plan be extended through April 30, 2019, The Debtor filed its original Chapter 11 Plan of Reorganization and Disclosure Statement on Aug. 31, 2018. The Original Plan provided for a sale of 100% of the equity interests to J Sercovich, LLC for $200,000. The value of the transaction to the estate was significantly greater than $200,000, as it included an agreement by Hancock Whitney Bank to refinance the full amount of its claim with the Reorganized Debtor. HW Bank holds a claim in the amount of approximately $10 million, which is secured by substantially all of the Debtor's vessels and other assets. The $200,000 purchase price was to be distributed to unsecured creditors, along with proceeds from the liquidation of causes of action belonging to the estate. On Oct. 10, 2018, counsel for Orinoco Natural Resources, LLC contacted Debtor's counsel about Orinoco's interest in acquiring Debtor's stock. Shortly thereafter, Orinoco signed a confidentiality agreement and the parties began discussing terms of a transaction. Consequently, on Oct. 17, 2018, the Debtor requested and the Court granted an extension of the deadline for filing an amended plan and disclosure statement to afford Debtor, in the exercise of its fiduciary duties to the estate, time to investigate the potential transaction with Orinoco. The Debtor ultimately determined that a transaction with Orinoco, rather than J Sercovich, would increase the return for the estate and entered into a plan term sheet with Orinoco. Accordingly, on Nov. 23, 2018, the Debtor filed an Amended Chapter 11 Plan of Reorganization, which was based on substantially the same type of transaction between Debtor and J Sercovich LLC under the Original Plan. The major difference was that Orinoco offered $775,000 cash, with a guaranteed minimum payment of $350,000 to general unsecured creditors and a revolving line of credit to the Reorganized Debtor up to $500,000. A hearing on adequacy of Debtor's disclosure statement in connection with the Orinoco Plan was held on Dec. 5, 2018, and continued to Jan. 4, 2019, to permit Debtor to make further revisions to the disclosure statement. The deadline for filing Debtor's revised disclosure statement was set for Dec. 21, 2018. However, on Dec. 17, 2018, counsel for Orinoco notified the Debtor's counsel that Orinoco was no longer willing to proceed as plan sponsor. The Debtor discussed options to salvage the deal, but to no avail. Orinoco expressed a variety of concerns, but indicated that replacement of management would not change its decision. Orinoco's concerns seemed to be focused on the unanticipated expense of the deal and this case in general. Immediately upon receiving notice from Orinoco, the Debtor began to pursue these alternatives: (1) the Debtor has contacted J Sercovich LLC about entering into a transaction similar to the Original Plan -- J Sercovich LLC has a significant advantage over other interested parties, as HW Bank is willing to agree to reasonable terms for restructuring its $10 million secured claim. Further, Debtor and J Sercovich are customers of each other, and combining the companies presents opportunities for certain cost cutting measures. Debtor should be able to sell its smaller, less utilized vessels, as J Sercovich already services this market, and Debtor should receive reduced costs from ship repairs performed by J Sercovich and its affiliates. (2) The Debtor has contacted financial advisors in New Orleans and Houston to obtain assistance with raising capital and otherwise submit a plan intended to maximize value for the estate. Debtor’s goal is to file an application to engage an advisor by the end of 2018. (3) The Debtor believes that due to the current state of the offshore supply vessel market, and the amount owed to HW Bank, continuation of the business as a going concern is the best alternative for creditors and the estate. Debtor has negotiated deals with two different plan sponsors, which has provided invaluable insight into the value of the company and its assets. About Abe's Boat Rentals Abe's Boat Rentals, Inc. -- https://www.abesboatrental.com/ -- is a privately-owned vessel operator located in Belle Chasse, Louisiana, with a fleet of 19 vessels. The Company's business segments have expanded to also provide crews and vessels for environmental construction, restoration projects and cleanup, plugging and abandonment, rig decommissioning and other new markets. Abe's Boat Rentals was founded in 1979 by Abraham Ton. Abe's Boat Rentals, Inc., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-11102) on April 27, 2018. In the petition signed by Hank Ton, president, the Debtor estimated $1 million to $10 million in assets and liabilities. Congeni Law Firm, LLC, is the Debtor's counsel. ADDINGTON FAMILY: Seeks April 15 Plan Filing Period Extension ------------------------------------------------------------- Addington Family Partners, Ltd. requests the United States Bankruptcy Court for the Western District of Texas for an extension of the deadline to file the plan and disclosure statement to April 15, 2019. Prior to the Petition Date, an Arbitration Award was entered against Debtor that provided Debtor, Phoenix Fund, Inc., Kost Ventures I, Ltd., and William "Rege" Brunner would collectively pay to Coronado $14,000 for reimbursement of administrative costs in the arbitration and $31,374 for reimbursement of compensation paid to the arbitrators, for a total amount owing of $45,374. By Mid-September 2018, the Debtor entered into that certain Settlement Agreement with Linnie Carroll Young, which provided, inter alia, that upon the completion of certain events, an Agreed Judgment would be entered into that vacated the Arbitration Award. The Court approved the Settlement with Linnie Carroll Young on Oct. 23. Pursuant to the Settlement Agreement, the Debtor will make three planned payments. The first payment of $2,000,000 occurred on Dec. 14, 2018. The second payment of $1,335,000 will be paid no later than Feb. 12, 2019. After the second payment, an Agreed Judgment will be entered which orders that Debtor is jointly and severally liable to Plaintiff Young for actual damages of $733,333.33 (the "Addington Family Judgment Amount"). The Debtor will begin payments of the Addington Family Judgment Amount no later than March 14, 2019, payable in 60 equal monthly installments bearing 5% simple interest from the Effective Date with the option to make a lump sum payment equal to 90% of the remaining principal balance plus accrued but unpaid interest. The Debtor now seeks a 90 day extension of the deadline to file the plan and disclosure statement because payments under the judgment will form the basis of Debtor's plan and disclosure statement. Therefore, a plan and disclosure statement cannot be filed until after the effective dates under the Settlement Agreement have passed. About Addington Family Partners Ltd Addington Family Partners, Ltd. is a privately held company engaged in activities related to real estate. Addington Family Partners filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-51710), on July 19, 2018. The Petition was signed by Crandell Addington, president of GP, OAC, Inc. The case is assigned to Judge Craig A. Gargotta. The Debtor is represented by Thomas Rice, Esq. at Pulman, Cappuccio & Pullen, LLP. As of July 17, 2018, the Debtor had $1,148,650 in total assets and $142,625 in total debts. ADVANCE SPECIALTY: Seeks Court Approval of Proposed Plan Outline ---------------------------------------------------------------- According to a notice, Advance Specialty Care, LLC, will file a motion on Feb. 20, 2019, asking the U.S. Bankruptcy Court for the Central District of California to approve its original disclosure statement describing its chapter 11 plan dated Dec. 18, 2018. The Debtor asserts that the disclosure statement is an all-inclusive document which sets forth information about Advance Specialty's current financial condition and proposed plan of reorganization in sufficient detail as reasonably practicable in light of the condition of Advance Specialty's books and records. The disclosure statement provides a thorough background regarding Advance Specialty's business before leading up to and throughout the bankruptcy case. Each class of claims and their respective treatment under the plan has been addressed. The disclosure statement also discloses risk factors and other consequences and procedures involved with the plan. It also outlines an extensive confirmation process, including voting rights and post-confirmation procedures. A list of all assets, financial statements, a liquidation analysis, and a schedule of all claims and amounts owed are also attached and disclosed. Thus, the disclosure statement contains adequate information to enable a party to make an informed judgment about how to vote on the plan. About Advance Specialty Care Based in Los Angeles, California, Advance Specialty Care, LLC, is a home-health care provider offering nursing, physical therapy, occupational therapy, speech pathology, medical social, and home health aide services. The company previously sought bankruptcy protection on March 19, 2016, (Bankr. C.D. Calif. Case No. 16-13521) and Oct. 24, 2017 (Bankr. C.D. Calif. Case No. 17-23070). Advance Specialty Care, LLC, a/k/a ASC, LLC filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-24737) on Nov. 30, 2017. The petition was signed by Moises L. Simbulan, chief financial officer. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Robert N. Kwan. ADVANCED SPORTS: Asks Court to Approve New Compensation Structure ----------------------------------------------------------------- Advanced Sports Enterprises, Inc., asked the U.S. Bankruptcy Court for the Middle District of North Carolina to approve changes to the proposed compensation arrangement related to the employment of its investment banker D. A. Davidson & Co. Under the new compensation arrangement, the Debtor will pay the firm these fees for its services: (1) A cash success fee equal to $600,000 for aggregate consideration up to $30 million; plus (2) 1.6% of incremental aggregate consideration between $30 million and $75 million; plus (3) 3% of incremental aggregate consideration between $75 million and $85 million; plus (4) 4% of the incremental aggregate consideration that is greater than $85 million, payable upon closing of a transaction. No "success fee" will be paid absent the closing of a transaction, according to the court filing. Upon consummating a transaction, the Debtor may request authority from the bankruptcy court to pay D.A. Davidson a tip payment, however, any requested tip payment will be subject to the review and approval of the court and will be subject to rights of the official committee of unsecured creditors or any other "party in interest" to object to the tip payment, according to the court filing. About Advanced Sports Enterprises Advanced Sports Enterprises, Inc., designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports, Inc., is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL http://www.performancebike.com/ Bitech, Inc., operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL http://www.bikenashbar.com/ The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The Hon. Benjamin A. Kahn is the case judge. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors on Nov. 27, 2018. The committee tapped Waldrep LLP and Cooley LLP as its legal counsel, and Province Inc. as its financial advisor. AGILE THERAPEUTICS: Meets With FDA on Comparable Wear Study ----------------------------------------------------------- Agile Therapeutics, Inc. announced that on Dec. 11, 2018, it met with the U.S. Food and Drug Administration's Division of Bone, Reproductive, and Urologic Products to discuss the design of a comparative wear study between Twirla and Xulane as suggested by FDA's Office of New Drugs in its decision on the Company's formal dispute resolution request, which was announced in October 2018. The Company plans to discuss the results of the meeting in more detail after it receives the final meeting minutes from the FDA in January. The Company met with DBRUP on Dec. 11, 2018 in order to discuss the specific design and success criteria of the comparative wear study. In general, the Company expects to conduct a crossover wear study in healthy women with a Body Mass Index (BMI) less than 35 kg/m2 who will be randomized to either Twirla or Xulane for the first week and then switched to the patch not initially worn for the second week. "After we receive the final meeting minutes from the FDA in January, we will be able to provide additional details on the final study design. Our current plan is to complete the study in the first quarter of 2019, and to resubmit our Twirla new drug application in the first half of 2019, which, if we are successful, provides us the opportunity to receive approval by the end of 2019," said Al Altomari, chairman and chief executive officer of Agile Therapeutics, Inc. About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com/-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. Twirla is based on Agile's proprietary transdermal patch technology, called Skinfusion, which is designed to provide advantages over currently available patches and is intended to optimize patch adhesion and patient wearability. The report from the Company's independent accounting firm Ernst & Young LLP, the Company's auditor since 2010, 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, has experienced delays in the approval of its product candidate and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Agile reported a net loss of $28.30 million in 2017, a net loss of $28.74 million in 2016 and a net loss of $30.33 million in 2015. As of Sept. 30, 2018, Agile Therapeutics had $31.59 million in total assets, $8.41 million in total current liabilities and $23.18 million in total stockholders' equity. ALAMO VENTURES: Unsecureds to Get Full Payment, Plus 4.125% ------------------------------------------------------------ Alamo Ventures, LLC, filed a plan of reorganization and accompanying disclosure statement. Class 12 - General Unsecured Claims. Class 12 is impaired by this Plan. The holder of the allowed Class 12 Claim will be paid in full plus interest at 4.125% per annum on the following schedule: Beginning the first-day of the first calendar month occurring more than 30 days after the Effective Date, the Debtor will make monthly payments of principal and interest, based on a 5-year amortization schedule. Class 2 - Claims Secured by Deed(s) of Trust on 5520 E. Shadow Ridge Dr, Tucson, AZ 85750 and impaired. Class 2 claim will be allowed in the amount of $860,000 or such other amount as the court determines under Code § 506. Any other amounts amount owed under the March 2007 loan will be classified as a general unsecured claim. The holder of the allowed Class 2 Claim will be paid in full plus interest at 4.125% per annum on the following schedule: Beginning the first-day of the first calendar month occurring more than 30 days after the Effective Date, the Debtor will make monthly payments of principal and interest, based on a 40-year amortization schedule. Class 3 - Claims Secured by 5973 S. Avenida Las Monjas, Tucson, AZ 85706 and impaired. The Class 3 claim will be allowed in the amount of $85,000 or such other amount as the court determines under Code § 506. Class 4 - Class 4 consists of the claims arising from that certain Homeowners Association Judgment Lien arising out of Pima County Superior Court case No. CV15-010971. Class 4 is impaired. After the Class 3 claim is paid in full, the Class 4 claim will be paid cash equal to the amount of its claim plus interest at the federal judgment rate as of the Effective Date of the Plan. If the Reorganized Debtor determines it is in the best interest of the estate to prepay the Class 4 claim, the Reorganized Debtor may do so. Class 5 - Claims Secured by Deed(s) of Trust on 6684 S. Cut Bow Dr, Tucson, AZ 85757 and impaired. The Class 5 claim will be allowed in the amount of $158,000 or such other amount as the court determines under Code § 506. Class 6 - Claims Secured by Deed(s) of Trust on 1355 W Kleindale Road, Tucson, AZ 85705 and impaired. Class 6 claim will be allowed in the amount of $55,000 or such other amount as the court determines under Code § 506. Any other amounts amount owed under the October 2016 loan will be classified as a general unsecured claim. Class 7 - Class 7 consists of the claims to the extent allowed under Code § 506 arising from that certain loan dated February 23, 2016 and secured by that certain Deed of Trust Recorded February 29, 2016. Class 7 is impaired. Class 7 claim will be allowed in the amount of $148,000 or such other amount as the court determines under Code § 506. Any other amounts amount owed under the February 2016 will be classified as a general unsecured claim. Class 8 - Claims Secured by Deed(s) of Trust 6443 W. Elk Falls Way, Tucson, AZ 85757 and impaired. Class 8 claim will be allowed in the amount of $148,000 or such other amount as the court determines under Code § 506. Any other amounts amount owed under the February 2016 will be classified as a general unsecured claim. Class 9 - Claims Secured by UCC-1 Secured Claim held by SKAR3, LLC and impaired. Class 9 claim will be allowed in the amount of $10,000 or such other amount as the court determines under Code § 506. Any other amounts amount owed under the September 2018 loan will be classified as a general unsecured claim. Class 10 - Claims Secured by HOA Judgment Lien encumbering 6443 W. Elk Falls Way, Tucson, AZ 85757 and impaired. Class 10 claim will be allowed in the amount of $2,453.97 plus statutory interest accrued thereon as of the Petition Date or such other amount as the court determines under Code § 506. After the Class 8 claim is paid in full, the Class 10 claim will be paid cash equal to the amount of its claim plus interest at the federal judgment rate as of the Effective Date of the Plan. Payments and distributions under the Plan will be funded by the following: the Contribution EQUITY, Net income from Pre-confirmation rentals, and Net Income from post-confirmation rents or sales of properties. A full-text copy of the Disclosure Statement dated December 4, 2018, is available at: http://bankrupt.com/misc/azb18-418bk11235SHG-77.pdf About Alamo Ventures Alamo Ventures, LLC, is a lessor of real estate in Tucson, Arizona. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-11235) on Sept. 14, 2018, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Robert Reilly, manager member. Judge Scott H. Gan presides over the case. Michael W. Baldwin, Esq., at Michael Baldwin, PLC, serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Alamo Ventures, LLC, as of Oct. 18, 2018, according to a court docket. ALGODON GROUP: Options to Buy 6.5M Shares Granted Under 2018 Plan ----------------------------------------------------------------- Algodon Group, Inc., as the sole stockholder of Gaucho Group, and the Board of Directors of Gaucho Group approved the 2018 Equity Incentive Plan on Oct. 5, 2018. Algodon and the Board of Directors of Gaucho adopted the 2018 Plan to promote long-term retention of key employees of Gaucho Group and others who contribute to the growth of Gaucho Group. Up to 8,000,000 shares of Gaucho Group's common stock is made available for grants of equity incentive awards under the 2018 Plan. Authorized shares under the 2018 Plan may be subject to adjustment upon determination by the committee in the event of a corporate transaction including but not limited to a stock split, recapitalization, reorganization, or merger. The 2018 Plan includes two types of options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended are referred to as incentive options. Options which are not intended to qualify as incentive options are referred to as non-qualified options. To date, options to purchase 6,495,000 shares of common stock of the Company have been granted under the 2018 Plan. The 2018 Plan is administered and interpreted by Gaucho Group's compensation committee, or the entire Board of Directors. In addition to determining who will be granted options or other awards under the 2018 Plan and what type of awards will be granted, the committee has the authority and discretion to determine when awards will be granted and the number of awards to be granted. The committee also may determine the terms and conditions of the awards; amend the terms and conditions of the awards; how the awards may be exercised whether in cash or securities or other property; establish, amend, suspend, or waive applicable rules and regulations and appoint agents to administer the 2018 Plan; take any action for administration of the 2018 Plan; and adopt modifications to comply with laws of non-U.S. jurisdictions. Participants in the 2018 Plan consist of eligible persons, who are employees, officers, consultants, advisors, independent contractors, or directors providing services to Gaucho Group or any affiliate of Gaucho Group as determined by the committee. The committee may take into account the duties of persons selected, their present and potential contributions to the success of Gaucho Group and such other considerations as the committee deems relevant to the purposes of the 2018 Plan. The exercise price of any option granted under the 2018 Plan must be no less than 100% of the "fair market value" of the Company's common stock on the date of grant. Any incentive stock option granted under the 2018 Plan to a person owning more than 10% of the total combined voting power of the common stock must be at a price of no less than 110% of the fair market value per share on the date of grant. Awards remain exercisable for a period of six months (but no longer than the original term of the award) after a participant ceases to be an employee or the consulting services are terminated due to death or disability. All restricted stock held by the participant becomes free of all restrictions, and any payment or benefit under a performance award is forfeited and cancelled at time of termination unless the participant is irrevocably entitled to such award at the time of termination, where termination results from death or disability. Termination of service as a result of anything other than death or disability results in the award remaining exercisable for a period of one month (but no longer than the original term of the award) after termination and any payment or benefit under a performance award is forfeited and cancelled at time of termination unless the participant is irrevocably entitled to such award at the time of termination. All restricted stock held by the participant becomes free of all restrictions unless the participant voluntarily resigns or is terminated for cause, in which event the restricted stock is transferred back to Gaucho Group. The committee may amend, alter, suspend, discontinue or terminate the 2018 Plan at any time; provided, however, that, without the approval of the stockholders of Gaucho Group, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval: (i) violates the rules or regulations of any securities exchange that are applicable to the Company; (ii) causes the Company to be unable, under the Internal Revenue Code, to grant incentive stock options under the 2018 Plan; (iii) increases the number of shares authorized under the 2018 Plan; or (iv) permits the award of options or stock appreciation rights at a price less than 100% of the fair market value of a share on the date of grant of such award, as prohibited by the 2018 Plan or the repricing of options or stock appreciation rights, as prohibited by the 2018 Plan. Also on Oct. 5, 2018, the Board of Directors of Gaucho Group declared a forward stock split of its common stock to all holders of record as of the same date at a rate of 200,000 shares for each one share of common stock of Gaucho Group. After the stock split, Algodon owns 20,000,000 common shares as the sole stockholder of Gaucho Group. On Nov. 16, 2018, the sole director of the Board of Directors of Gaucho Group, Scott L. Mathis, appointed Peter Lawrence and Steven Moel as members of the Board of Directors of Gaucho Group. On Dec. 18, 2018, the Board of Directors of Gaucho Group granted options to purchase common stock of Gaucho Group to certain employees, consultants, officers, and directors of Gaucho Group at an exercise price of $0.1375 per share, of which an option to purchase 4,500,000 shares of common stock was granted to the CEO, an option for 200,000 shares was granted to the CFO, and two options, each for 50,000 shares was granted to two members of the Board of Directors of Gaucho Group. After one year from the date of grant, 25% of the options vest, with the remaining 75% vesting in equal quarterly installments thereafter. The options expire on Dec. 18, 2023. Non-Payment of Stock Dividends In 2017, Algodon issued shares of its Series B preferred stock. The Certificate of Designation governing those shares generally provides that Series B stockholders will be paid an 8% annual dividend, on a quarterly basis, "when, as and if declared by the Board of Directors of Algodon, out of assets which are legally available for the payment of such dividends." Dividends on those shares were paid, either in cash or common shares at the stockholder's discretion, for the second, third, and fourth quarters of 2017 and the first quarter of 2018. However, the Board of Directors of Algodon has not declared the Series B dividend for the second and third quarters of 2018, and it is not presently expected that it will do for the fourth quarter of 2018. The decision to not declare and pay such dividends at this time (they do continue to accrue to holders of record of the Series B shares) results from Algodon's desire to preserve cash on hand in light of the economic difficulties currently facing Argentina, difficulties that are having a negative impact on the Company's various businesses. More specifically, beginning in May 2018, Argentina's currency began a steep slide in its value, so that the exchange rate of the Argentine peso dropped from 15 pesos to the U.S. dollar, to 41 pesos to the U.S. dollar. At the same, the local inflation rate reached upwards of 40% annually. Global headlines suggested Argentina might again default on its debt. This negative news led to a sharp drop in global investor confidence in Argentina, with local businesses and consumer confidence adversely affected as well. During this time, the MERVAL (the most important index of the Buenos Aires Stock Exchange) fell by more than 50%, as measured in U.S. dollars. Not surprisingly, these macro-economic developments have been having a negative impact on the Company. For example, potential purchasers of parcels or lots at Algodon Wine Estates have been restrained, its overall business operations has failed to reach expectations, and overall it has been more difficult to raise additional funds from investors. While international lenders such as the International Monetary Fund and the International Development Bank have reached agreements to provide significant financing to help stabilize the economic situation in Argentina, the Company has concluded that it must still tread cautiously and manage its available cash resources prudently. For this reason, the decisions were made to not declare any additional cash dividends at this time. About Algodon Group Through its wholly-owned subsidiaries, Algodon Group, Inc., formerly known as Algodon Wines & Luxury Development Group, Inc. -- http://www.algodongroup.com/-- invests in, develops and operates real estate projects in Argentina. Based in New York, Algodon operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Algodon Wines reported a net loss attributable to common stockholders of $8.25 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $10.04 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Algodon Group had $5.26 million in total assets, $4.89 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $8.65 million. Marcum LLP, in New York, the Company's auditor since 2013, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALGODON GROUP: Subsidiary Sells $1.5 Million Convertible Note ------------------------------------------------------------- Algodon Group, Inc.'s wholly-owned subsidiary, Gaucho Group, Inc., has sold convertible promissory notes in the amount of $1,500,000 to accredited investors, of which a note for $7,300 was purchased by Scott L. Mathis, CEO and director of Gaucho Group, and chairman, president, CEO and director of Algodon Group, Inc. The maturity date of the notes is Dec. 31, 2018, and at the option of the holder, the principal amount of the note plus accrued interest can be converted into Gaucho Group common stock at a 20% discount to the share price in a future offering of common stock by Gaucho Group. No general solicitation was used, no commissions were paid, and Gaucho Group relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, in connection with the sales. A Form D was filed with the Securities and Exchange Commission on Sept. 18, 2018, an amended Form D was filed on Nov. 20, 2018, and another amended Form D was filed on Dec. 10, 2018. About Algodon Group Through its wholly-owned subsidiaries, Algodon Group, Inc., formerly known as Algodon Wines & Luxury Development Group, Inc. -- http://www.algodongroup.com/-- invests in, develops and operates real estate projects in Argentina. Based in New York, Algodon operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Algodon Wines reported a net loss attributable to common stockholders of $8.25 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $10.04 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Algodon Group had $5.26 million in total assets, $4.89 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $8.65 million. Marcum LLP, in New York, the Company's auditor since 2013, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AMERICAN GREEN: DOJ Watchdog Directed to Appoint Ch. 11 Trustee --------------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas directed the United States Trustee to appoint a Chapter 11 trustee for American Green Technology Inc. The Order was made pursuant to the emergency motion to appoint a Chapter 11 trustee for the Debtor. About American Green Technology Inc. American Green Technology Inc. aka AGT aka American Green Technology TM is a manufacturer of lighting products for the heavy industry and healthcare sector. The Company offers AGT led flat panels, AGT led floodlight, AGT led linear high bay, AGT led slim canopy, AGT led troffer, AGT led traditional wallpack, AGT led lamps, AGT led corn light, AGT led vapor tight and more. American Green is headquartered in South Bend, Indiana. The alleged creditors, Airguide Mfg MS, LLC, Lai Family Investments, Inc., and Dave Peterson filed an involuntary Chapter 11 petition (Bankr. Bankr. S.D. Tex. Case No. 18-34728) on August 28, 2018, and is represented by Deirdre Carey Brown, Esq., in Houston, Texas. A full-text copy of the Involuntary Petition is available at: http://bankrupt.com/misc/txsb18-34729.pdf AMYRIS INC: Signs Third Amended Loan Agreement with GACP Finance ---------------------------------------------------------------- Amyris, Inc., certain of its subsidiaries and GACP Finance Co., LLC, as administrative agent and lender, have entered into a third amendment to the Loan and Security Agreement, dated June 29, 2018, as amended, pursuant to which the parties agreed to remove certain Company intellectual property from the lien granted by the Company to GACP under the LSA and to increase the interest rate from the sum of (i) the greater of (A) the prime rate as reported in the Wall Street Journal or (B) 4.0% plus (ii) 8.25% to the sum of (i) the greater of (A) the prime rate as reported in the Wall Street Journal or (B) 4.75% plus (ii) 9.00%. As previously reported, on Nov. 19, 2018, the Company and DSM entered into a letter agreement, pursuant to which the Company agreed (i) to cause the removal of certain existing liens on intellectual property owned by the Company and licensed to DSM and (ii) if those liens were not removed prior to Dec. 15, 2018, to issue to DSM shares of the Company's common stock with a value equal to $5,000,000. As a result of the entry into the Amendment, the Company satisfied its obligations under the Letter Agreement to remove certain existing liens on the Subject Intellectual Property, and therefore the Company is not required to issue shares of its common stock (or otherwise make payment) to DSM pursuant to the Letter Agreement. About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. ARQUIDIOCESIS DE SAN JUAN: Taps Susana Cintron as Special Counsel ----------------------------------------------------------------- Arquidiocesis de San Juan de Puerto Rico received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire the Law Firm of Susana Castro Cintron as special counsel. The firm will provide legal services related to real property, which include the drafting of sale and real estate lease agreements, real estate property registration, collection of money claims, and notary services. Cintron charges an hourly fee of $150. The firm has not requested a retainer fee. The firm and its employees neither represent nor hold any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Cintron can be reached through: Susana Castro Cintron, Esq. Law Firm of Susana Castro Cintron 128 F.D. Roosevelt San Juan, PR 00918 Tel: (787) 608-0685 Email: sbc@castrocintronlaw.com About Arquidiocesis de San Juan de Puerto Rico Arquidiocesis de San Juan de Puerto Rico -- http://www.arqsj.org/ -- is an unincorporated religious association in San Juan, Puerto Rico. Arquidiocesis de San Juan de Puerto Rico, also known as Iglesia Catolica Apostolica Y Romana, Arquidiocesis De San Juan De Puerto Rico, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-04911) on Aug. 29, 2018. In the petition signed by Father Alberto Arturo Figueroa Morales, vicar general, the Debtor estimated $10 million to $50 million in assets and liabilities. Carmen D. Conde Torres, Esq., at C. Conde & Assoc., is the Debtor's counsel. ASPC CORP: Jan. 24 Plan Confirmation Hearing -------------------------------------------- A hearing on confirmation of the first amended Chapter 11 plan of liquidation filed by ASPC Corp., f/k/a AcuSport Corporation, will be held on Jan. 24, 2019 at 2:00 p.m. EST in the United States Bankruptcy Court, Courtroom A, Fifth Floor, 170 N. High Street, Columbus, Ohio 43215, and, if necessary, will continue on Jan. 25. On or before Jan. 9, 2019, any objection to confirmation of the Plan will be filed with the Court, and a copy served on counsel for Debtor, the Committee, and the United States Trustee. If Debtor proposes to amend or modify the Plan in response to any objection, no later than January 16, 2019, the Debtor must file with the Court and serve on the United States Trustee and all objecting parties a response that specifically identifies any amendment(s) made in response to an objection. The Debtor's second amended disclosure statement explaining the first amended plan reserves all of its rights with respect to the claim of the Ohio Department of Taxation, disclose that it anticipates having approximately $2.4 million of cash as of Feb. 15, 2019, and provide updates on pending adversary proceedings. Class 3 - General Unsecured Claims is impaired and consists of all Unsecured Claims that are not Administrative Claims, Priority Tax Claims, or Priority Claims. The estimated claims Pool is from $52,300,000 to $63,000,000 with expected recovery of 3.0%-6.0%. Holders of Allowed Class 3 Claims shall be paid Pro Rata in accordance with the Creditor Trust Agreement and this Plan. In accordance with the Creditor Trust Agreement, all property of the Estate shall be deposited in the Creditor Trust no later than the Effective Date. The Creditor Trustee shall liquidate the Creditor Trust Assets, as applicable, and distribute the Net Proceeds from time to time on dates determined by the Creditor Trustee. Class 4 - Interests of Equity Security Holders with expected recovery of 0% and impaired. Holders of Class 4 Interests shall not receive a distribution under the Plan, and their Equity Securities shall be canceled and extinguished as of the Effective Date. The Plan contemplates the liquidation of Debtor as it has previously sold substantially all of its assets. Upon Confirmation of the Plan and transfer of the Creditor Trust Assets to the Creditor Trust, Debtor will have no remaining assets. On November 14, 2018, Debtor filed its Brief in Opposition to Notice of Designation of Contract Filed by Ellet Brothers, LLC (Docket No. 384), and Smith & Wesson Corp., Ellett Brothers, LLC, and the Committee filed their respective briefs (Docket Nos. 385, 388, and 389). On November 28, 2018 all parties to the S&W Designation Proceeding appeared for an evidentiary hearing. As of the date hereof, the Bankruptcy Court has (i) taken this matter under advisement and (ii) not entered or filed any decision or other order with respect to the S&W Designation Proceeding. The Debtor has included the Ohio Tax Claim in its Liquidation Analysis, but reserves all rights with respect to such Claim (including any objections as to the validity, amount, and priority of such Claim).Debtor shall provide written notice to all counterparties to Executory Contracts (including any issuers of insurance policies or insurance agreements) providing them with notice of the Effective Date and all bar dates by which any proofs of Claim related to any rejected Executory Contracts must be filed. Preservation for the Creditor Trust of any and all rights to conduct investigations pursuant to Bankruptcy Rule 2004 is necessary and relevant to the liquidation and administration of the Creditor Trust Assets. Accordingly, any and all rights to conduct investigations pursuant to Bankruptcy Rule 2004 held by the Debtor prior to the Effective Date shall vest with the Creditor Trust and shall continue until dissolution of the Creditor Trust. Unless any Causes of Action against a Person are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan, or by a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Creditor Trust: (i) shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action of the Debtor or the Debtor's Estate, whether arising before or after the Petition Date, including, but not limited to, any Causes of Action specifically enumerated in Appendix C to the Disclosure Statement, and the Creditor Trust's right to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date; and (ii) expressly reserves all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation of the Plan or the occurrence of the Effective Date. The Creditor Trust may pursue Causes of Action, as appropriate, in accordance with the best interests of the Creditor Trust. No Person may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against such Entity as any indication that the Creditor Trust will not pursue any and all available Causes of Action against such Person. The Creditor Trust expressly reserves all rights to prosecute any and all Causes of Action against any Person, except as otherwise expressly provided in the Plan or in a Bankruptcy Court order. For the avoidance of doubt, the Plan does not release any Causes of Action that the Plan Proponents or the Creditor Trust have or may have now or in the future against any Person. Except as otherwise provided in the Plan or in a Final Order, the Creditor Trust reserves and shall retain Causes of Action notwithstanding the assumption or rejection of any Executory Contract during the Case or pursuant to the Plan to the fullest extent permitted by law. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that the Debtor may hold against any Person that is not released under the Plan or a separate settlement approved by Final Order shall vest in the Creditor Trust, which shall retain and may exclusively enforce any and all such Causes of Action. The Creditor Trust has the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court. A full-text copy of the Disclosure Statement dated December 4, 2018, is available at: http://bankrupt.com/misc/ohsb18-218bk52736-425.pdf About AcuSport Corp. Based in Bellefontaine, Ohio, AcuSport Corporation is a nationwide distributor of shooting sports products and business solutions for the independent firearms retailer with regional sales offices in Ohio, Pennsylvania, Georgia, Minnesota, Texas, Montana and California. AcuSport Corporation filed a Chapter 11 petition (Bankr. S.D. Ohio Case No. 18-52736) on May 1, 2018. In the petition signed by CFO John K. Flanagan, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. John E. Hoffman Jr. presides over the case. The Debtor hired Allen Kuehnle Stovall & Neuman LLP, as local counsel; Bryan Cave Leighton Paisner LLP, as general counsel; Huron Transaction Advisory LLC, as investment banker; Huron Consulting Services LLC, as financial advisor; and Donlin Recano & Company, Inc., as claims noticing & solicitation agent. Daniel M. McDermott, U.S. Trustee for Region 9, on May 10, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of AcuSport Corporation. The Committee retained Goldstein & McClintock LLLP as counsel, Frost Brown Todd LLC as local counsel to the Committee, and BDO USA, LLP as financial advisor. On June 28, 2018, the Bankruptcy Court approved the sale of certain of the Debtor's assets. The Sale closed on June 29, 2018. Following consultation with all requisite parties, the Debtor has changed its name with the Ohio Secretary of State to ASPC Corp. BACK DOOR: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of The Back Door, LLC as of Dec. 28, according to a court docket. About The Back Door LLC The Back Door, LLC is the fee simple owner of a real property located in Nashville, Tennessee, with an appraised value of $1.8 million. It describes its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Back Door sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-07836) on November 21, 2018. At the time of the filing, the Debtor disclosed $1.8 million in assets and $668,995 in liabilities. The case has been assigned to Judge Marian F. Harrison. The Debtor tapped Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz as its legal counsel. BLACK DIAMOND HOSPITALITY: $200K Loan from M. Khan to Fund New Plan ------------------------------------------------------------------- Rashad Khan and Black Diamond Hospitality, LLC, filed an amended disclosure statement to accompany their amended chapter 11 joint plan of reorganization dated Oct. 4, 2018. Khan is an individual living in Colorado Springs, Colorado with his wife and five children. He and his wife own Black Diamond, which is a Delaware corporation engaged in business as the owner and operator of a sixty-room hotel located in Longview, Texas, which previously operated as a Choice Hotels franchise location. Under the amended plan, Black Diamond's unsecured creditors in Class 7 will receive a pro rata distribution of 10% of net revenue generated over the five year period following the Effective Date of the Plan. Distributions will be made on a quarterly basis following confirmation of the Plan. Khan's unsecured creditors in Class E will receive a pro rata distribution of $200 per month for a period of 5 years following the Effective Date of the Plan. The Debtor will deposit funds into a segregated account each month, and shall make distributions on a pro rata basis each time 12 months of payments have been deposited into the account. Funding of the Plan will be derived in part from post-petition exit financing in the form of a loan from Mumtaz Khan in the amount of at least $200,000, as well as Black Diamond's operations and Khan's salaries. On or before the Effective Date of the Plan, the Debtors will be required to close on their post-petition loan from Mumtaz Khan, Rashad Khan's father, in the amount of at least $200,000, which funds will be placed in escrow with counsel for the Debtors pending confirmation of the Plan. Following confirmation, funds from the loan will be disbursed first to Unclassified Priority Claims, including administrative expense claims, and Tax Claims, and then any remaining funds will be disbursed to Black Diamond for operations. A copy of the Amended Disclosure Statement is available at https://is.gd/jswAGE from Pacermonitor.com at no charge. About Black Diamond Hospitality Black Diamond Hospitality, LLC, is a privately held company that operates vacation lodges in Longview, Texas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-16234) on July 6, 2017. Rashad Khan, authorized representative, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as the Debtor's legal counsel. Judge Joseph G. Rosania Jr. presides over the case. CAMBER ENERGY: Will Hold Its 2019 Annual Meeting on Feb. 19 ----------------------------------------------------------- Camber Energy, Inc., had scheduled its 2019 Annual Meeting of Stockholders to be held on Tuesday, Feb. 19, 2019 at 10:30 a.m. local time at 1415 Louisiana, Suite 3500, Houston, Texas 77002. The record date for determination of stockholders entitled to vote at the meeting, and any adjournment thereof, is planned to be set on or around the close of business on Dec. 31, 2018. To be timely, pursuant to the Company's Bylaws, as amended, and Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any notice of business or nominations with respect to the 2019 Annual Meeting of Stockholders must be received by the Company at its principal executive offices at 1415 Louisiana, Suite 3500, Houston, Texas 77002, Attention: Corporate Secretary by no later than 5:00 p.m., Central Time, on Dec. 28, 2018. Any such stockholder proposal must be submitted and must comply with the applicable rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 of the Securities Exchange Act of 1934, as amended, and the Company's Bylaws, as amended. 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 Sept. 30, 2018, the Company had $6.98 million in total assets, $4.69 million in total liabilities, and $2.29 million in total stockholders' equity. 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 incurred significant losses from operations and had a working capital deficit as of March 31, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. CARPENTER'S ROOFING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Carpenter's Roofing & Sheet Metal, Inc. as of Dec. 28, according to a court docket. About Carpenter's Roofing & Sheet Metal Carpenter's Roofing & Sheet Metal, Inc. -- https://carpentersroofing.com -- is a roofing contractor headquartered in West Palm Beach, Florida. It was founded in 1931 by Howard Carpenter. Carpenter's Roofing & Sheet Metal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on November 29, 2018. At the time of the filing, the Debtor disclosed $1,040,593 in assets and $1,838,038 in liabilities. The case has been assigned to Judge Mindy A. Mora. The Debtor tapped Craig I. Kelley, Esq., at Kelley & Fulton, PL, as its legal counsel. CCS ONCOLOGY: PCO Files 6th Report ---------------------------------- Joseph J. Tomaino, the duly appointed Patient Care Ombudsman in the bankruptcy cases of Comprehensive Cancer Services Oncology PC and its debtor affiliates, filed a sixth report pursuant to 11 U.S.C. Section 333 (b)(2). The PCO noted that since the PCO's fifth report was filed on October 1, 2018, there has been no need for on site observations. More so, that the clinical operations ceased on April 22, 2018 for most patients, and on April 25, 2018 for the last four radiation therapy patients. Hence, the PCO activity has consisted of conference calls, telephone interviews, and email correspondence with key company staff involved with the transition of patient records. Based on the interviews and calls, the PCO identified and anticipated the risks concerning the loss of patients to follow up or loss of medical records and the prevention of breach of protected health information. The PCO noted that after the bankruptcy, physicians left the Debtor to join other organizations, and most physicians took their patients and medical records with them. Further, the PCO reported that all of the oncology records have been transferred to Roswell Park Cancer institute. The PCO noted that all of the oncology patients received letters from CCS advising them that their records were being forwarded to Roswell Park. For the physicians who retired or moved, all their patients received letters of notification of where their records were being forwarded. Up to date, the CCS staff are in the process of putting a notice on the CCS web site with the destinations of all medical records. A full-text copy of the Sixth Report is available at: http://bankrupt.com/misc/nywb18-10599-458.pdf About CCS Oncology CCS Oncology is a professional corporation operating a practice of medical and radiological oncology treatment, with offices in Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS Medical PLLC is a provider of primary care and specialty medicine services currently operating at Orchard Park, Delaware Avenue, and Youngs. CCS Oncology is the sole member of CCS Medical. CCS Equipment is the owner of certain medical equipment used in the medical practices and CCS Oncology is its sole member. CCS Billing was intended to be developed into a separate billing entity for the medical practices, but was never funded or operational. CCS Billing has no assets and has had no activity other than showing a couple of minimal historical accounting entries. WSEJ is the owner of certain real property used by the medical practices. The Debtors are headquartered in Orchard Park, New York. Comprehensive Cancer Services Oncology, P.C., doing business as CCS Oncology, doing business as CCS Healthcare, along with its affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in assets and $10 million to $50 million in liabilities. Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel. Mark Schlant has been named the Chapter 11 trustee. CELL SCIENCE: Seeks to Hire Hinkle Richter as Accountant -------------------------------------------------------- Cell Science Systems Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Hinkle, Richter & Rhine, LLP, CPA's as its accountant. The firm will assist the Debtor in the preparation of a bankruptcy plan and will prepare tax returns with supporting schedules. Hinkle will charge $250 per hour for its services. Hinkle does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Christopher L. Root Hinkle, Richter & Rhine, LLP, CPA's 2600 N.E. 14th Street Causeway Pompano Beach, FL 33062 Telephone: (954) 941-2312 Email: rchris@hrcpas.com About Cell Science Cell Science Systems Corporation -- https://www.cellsciencesystems.com/ -- is a speciality clinical laboratory that develops and performs laboratory testing in immunology and cell biology supporting the personalized treatment and prevention of chronic disease. Cell Science Systems operates a CLIA certified laboratory and is a FDA inspected and registered CGMP medical device manufacturer meeting ISO EN13485 standards. Cell Science Systems filed for bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17541) on June 22, 2018. Judge Raymond Ray presides over the case. Furr & Cohen represents the Debtor. CHOATES GENERAL: DOJ Watchdog Seeks Trustee Appointment, Conversion ------------------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee for Region 3, requests the U.S. Bankruptcy Court for the District of New Jersey to issue an order directing the appointment of a Chapter 11 trustee for Choates General Contracting, Inc. The Acting U.S. Trustee likewise requests, in the alternative, the conversion of the case to Chapter 7. About Choates General Contracting Choates General Contracting, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-26699) on Aug. 21, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities in the same range. The case has been assigned to Judge Jerrold N. Poslusny Jr. Law Offices of Kasuri Byck, LLC, serves as counsel to the Debtor. DEATH'S DOOR: Seeks to Hire Statz as Accountant ----------------------------------------------- Death's Door Spirits LLC and Death's Door Distillery, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire an accountant. The Debtors propose to employ Statz Accounting & Tax Services, LLC, to assist them in preparing consolidated financial statements; prepare reports required by the Office of the U.S. Trustee; and provide other accounting services. The billing rate for services provided by a certified public accountant employed with Statz is $75 per hour. Statz is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm maintains an office at: Statz Accounting & Tax Services, LLC 1102 Post Road, Suite 2 Madison, WI 53713 Phone: (608) 347-4353 Email: jasmin@statztax.com About Death's Door Spirits and Death's Door Distillery Death's Door Spirits, LLC and Death's Door Distillery, LLC produce and supply vodka, gin, white whiskey, peppermint schnapps, and dessert liquor. They market and sell their products through retailers and online. Death's Door Spirits and Death's Door Distillery sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case Nos. 18-13912 and 18-13915) on Nov. 21, 2018. At the time of the filing, Death's Door Distillery estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Death's Door Spirits estimated less than $1 million in assets and $1 million to $10 million in liabilities. The Debtors tapped DeMarb Brophy LLC as their legal counsel. DELTA DUCK: Plan to be Funded from Estate Assets, Cash on Hand -------------------------------------------------------------- Delta Duck Farms, LLC, filed a disclosure statement in support of its chapter 11 plan of reorganization dated Dec. 18, 2018. DDF was formed by W Resources, LLC as sole member. W, in turn, was owned solely by Michael A. Worley. DDF was conceived by Worley to be one of the finest properties in the Arkansas flyway and was reserved for the enjoyment of Worley's family and friends. The property consists of a Duck hunting lodge and various other improvements set on 702 GIS acres in central east Arkansas' Mississippi River Delta. Debtor sought approval for a global settlement between Arkel, the Worley bankruptcy estate, the W bankruptcy estate, and DDF. Pursuant to the terms of the Arkel Settlement, Arkel and the Worley Estate will compromise the Worley Estate's preference claim against Arkel for the sum of $450,000. Upon repayment of the preference, Arkel's claims against W will rise by an identical amount. As well, Arkel will be entitled to an in rem claim against DDF's real property secured by Arkel's junior mortgage by an identical amount. In turn, Arkel has proposed to provide support to DDF to assist it with a reorganization. Such support includes provision of a post-petition loan to DDF of up to $100,000 to cover administrative costs of the reorganization. Moreover, Arkel has agreed to serve as an initial bidder for the equity interests in DDF held by W. Under the Plan, while the Debtor will seek to sell its property for an amount necessary to pay claims in full, if it cannot accomplish that, Arkel will pay W the sum of $100,000 in return for the equity interests in the Reorganized Debtor, plus payment of Allowed Priority and General Unsecured Claims. Such settlement, the Debtor believes, provides value to the estate as it allows DDF to obtain time necessary to attempt an organized sale of its assets, or at a minimum provides a floor for value to the estate which the Debtor will use to solicit further offers. A hearing on the Arkel Settlement is scheduled for Dec. 19, 2018. Class 4 under the plan consists of Allowed General Unsecured Claims. Holders of Allowed Class 4 Claims will receive a pro rata portion of up to $5,000 in full and final satisfaction of any Allowed Class 4 Claims upon the Effective Date or upon closing of an Alternate Transaction under Section 6.2(b), infra. To the extent that allowed Class 4 Claims are less than $5,000 in the aggregate, Holders of Allowed Class 4 Claims will be paid in full up to the Allowed amount of each such Allowed Class 4 Claim either upon the Effective Date or upon closing of an Alternate Transaction under Section 6.2(b), infra. From and after the Effective Date, Debtor will continue in existence solely for the purposes consistent with the terms of this Plan, which include, inter alia: (1) transferring property to Liquidating Trust; (2) liquidating Trust Assets; (3) enforcing and prosecuting claims, rights, interests and privileges of Liquidating Trust, including Causes of Action; (4) filing appropriate tax returns; and (5) assisting in the administration of the Plan and taking such actions as are necessary to effectuate this Plan. Liquidating Trustee will serve as the representative of Debtor until the entry of a final decree in the Bankruptcy Case. Funds needed to make Cash payments on the Effective Date under the Plan will come from either Estate assets, including cash on hand, or from the proceeds of an alternate transaction. A copy of the Disclosure Statement is available at https://is.gd/1jKzfd from Pacermonitor.com at no charge. About Delta Duck Farms Delta Duck Farms LLC is a privately-held company in Baton Rouge, Louisiana, in the hunting and trapping industry. Its principal assets are located at 510 Lee County Rd., 911 Moro, Arkansas. Delta Duck Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-11268) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped Stewart Robbins & Brown, LLC as its legal counsel. DESERT LAND: Exclusive Plan Filing Period Extended to Jan. 22 ------------------------------------------------------------- The Hon. Gary Spraker of the U.S. Bankruptcy Court for the District of Nevada, at the behest of Desert Oasis Investments, LLC and its affiliates, has entered an interim order (i) extending the exclusive periods for the Debtors to propose a plan and seek confirmation of a plan of reorganization to Jan. 22, 2019; and (ii) scheduling a continued hearing Jan. 22, 2019 at 9:30 a.m. to consider extending Debtors' exclusive periods. About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, as trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. Desert Land and its affiliates sought and obtained the conversion of the case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. DIFFUSION PHARMACEUTICALS: Effects 1-for-15 Reverse Stock Split --------------------------------------------------------------- Diffusion Pharmaceuticals Inc. has filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-to-15 reverse stock split of the shares of the Company's common stock, par value $0.001 per share. The Amendment became effective at 5:58 p.m. on Dec. 13, 2018. As set forth in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15 2018, at the Company's 2018 Annual Meeting of Stockholders on June 14, 2018, the Company's stockholders approved the Amendment and the Reverse Stock Split at a ratio of not less than 1-to-2 and not greater than 1-to-15, with the exact ratio and effective time to be determined by the Company's Board of Directors, if at all. Thereafter, the Board determined to effect the Reverse Stock Split at a ratio of 1-to-15 and authorized the filing of the Amendment. As a result of the Reverse Stock Split, every fifteen shares of Common Stock outstanding immediately prior to the Reverse Stock Split were reclassified and combined into one share of Common Stock. Beginning with the opening of trading on Dec. 14, 2018, the Common Stock was available for trading on the Nasdaq Capital Market on a Reverse Stock Split adjusted basis with a new CUSIP number, 253748 305. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of Common Stock had their holdings rounded up to the next whole share. Proportional adjustments will be made to the Company's outstanding warrants, stock options and other equity securities and to the Company's 2015 Equity Incentive Plan, as amended, to reflect the Reverse Stock Split, in each case, in accordance with the terms thereof. About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com/-- is a clinical-stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead product candidate, trans sodium crocetinate (TSC), for use in the many cancers where tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of SOC treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of SOC treatments without the apparent occurrence of any serious side effects. Diffusion incurred a net loss attributable to common stockholders of $2.61 million in 2017 compared to a net loss attributable to common stockholders of $18.03 million in 2016. As of Sept. 30, 2018, the Company had $23.59 million in total assets, $2.68 million in total liabilities, and $20.90 million in total stockholders' equity. "We have a history of operating losses and expect to continue to incur losses in the forseeable future, which raises substantial doubt about our ability to continue as a going concern," the Company stated in its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2018. "We currently have no sources of revenue and our ability to continue as a going concern is dependent on our ability to raise capital to fund our future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds." On March 2, 2018, Diffusion received a written notice from the staff of the Listing Qualifications Department of the Nasdaq Stock Market LLC indicating the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company's common stock had closed below $1.00 per share for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of such notice, or until Aug. 29, 2018, to regain compliance with the minimum bid price requirement. On Aug. 30, 2018, the Company received a written notice from the Staff providing that, although the Company had not regained compliance with the Minimum Bid Price Rule by Aug. 29, 2018, in accordance with Nasdaq Listing Rule 5810(c)(3)(F), the Staff had determined that the Company is eligible for an additional 180 calendar days from the date of such notice, or until Feb. 25, 2019, to regain compliance with the Minimum Bid Price Rule. DITECH HOLDING: Cooperman No Longer Owns Any Shares Common Stock ---------------------------------------------------------------- Leon G. Cooperman disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Dec. 20, 2018, he has ceased to beneficially own shares of common stock of Ditech Holding Corporation. As of Dec. 20, 2018, Mr. Cooperman no longer has voting power over any shares of the Common Stock. Mr. Cooperman is the managing member of Omega Associates, L.L.C., a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P., Omega Capital Investors, L.P., and Omega Equity Investors, L.P., and also the general partner of the exempted limited partnership registered in the Cayman Islands known as Omega Credit Opportunities Master Fund, LP. These entities are private investment firms engaged in the purchase and sale of securities for investment for their own account. Mr. Cooperman is the president, CEO, and sole stockholder of Omega Advisors, Inc., a Delaware corporation, engaged in providing investment management services, and Mr. Cooperman control said entity. Advisors serves as the investment manager to Omega Overseas Partners, Ltd., a Cayman Island exempted company, with a registered address at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, British West Indies. Mr. Cooperman has investment discretion over Overseas' portfolio investments and is deemed to controls such investments. Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, Credit LP and Overseas. The principal business office of Associates, Capital LP, Investors LP, Equity LP, Credit LP, Overseas and Advisors is 810 Seventh Avenue, 33rd Floor, New York, New York 10019. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/4ZIt0z About Ditech Holding Ditech Holding Corporation -- http://www.ditechholding.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding incurred a net loss of $426.9 million in 2017 following a net loss of $833.9 million in 2016. As of Sept. 30, 2018, Ditech Holding had $12.33 billion in total assets, $12.27 billion in total liabilities, and $55.18 million in total stockholders' equity. "The Company continues to actively refine its liquidity plan and intends to take all appropriate actions in an effort to ensure that it has adequate liquidity to meet its debt service obligations and other liabilities and commitments. Based on the assessment of the Company's liquidity for the next twelve months from the date of issuance of these financial statements, management has concluded that while there can be no assurance that the Company's recent and future actions will be successful in mitigating the above risks and uncertainties, including the impact of market conditions and the Company's ability to close MSR sales and other transactions at valuations and within timeframes necessary to maintain sufficient liquidity levels, the Company's current plans, which are considered probable of occurring, provide enough liquidity to meet its obligations over the next twelve months from the date of issuance of these financial statements. However, the potential for an in-court supervised Chapter 11 process in order to implement a strategic transaction ... raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. DITECH HOLDING: Elects Not to Make $9-Mil. Notes Interest Payment ----------------------------------------------------------------- The Board of Directors of Ditech Holding Corporation elected not to make the approximately $9 million cash interest payment due and payable on Dec. 17, 2018 with respect to the Company's outstanding 9.0% Second Lien Senior Subordinated PIK Toggle Notes due 2024 issued under the indenture governing the Second Lien Notes. The Company had sufficient liquidity on Dec. 17, 2018 to make the Interest Payment. However, the Board elected not to make the Interest Payment as active discussions continue with certain of the Company's creditors and other parties in interest regarding the Company's previously announced evaluation of strategic alternatives. Under the Indenture, the Company has a 30-day grace period to make the interest payment before such non-payment triggers an "event of default" under the Indenture. No "event of default" will be deemed to have occurred under the Indenture unless the Company does not make the interest payment during the 30-day grace period. About Ditech Holding Ditech Holding Corporation -- http://www.ditechholding.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding incurred a net loss of $426.9 million in 2017 following a net loss of $833.9 million in 2016. As of Sept. 30, 2018, Ditech Holding had $12.33 billion in total assets, $12.27 billion in total liabilities, and $55.18 million in total stockholders' equity. "The Company continues to actively refine its liquidity plan and intends to take all appropriate actions in an effort to ensure that it has adequate liquidity to meet its debt service obligations and other liabilities and commitments. Based on the assessment of the Company's liquidity for the next twelve months from the date of issuance of these financial statements, management has concluded that while there can be no assurance that the Company's recent and future actions will be successful in mitigating the above risks and uncertainties, including the impact of market conditions and the Company's ability to close MSR sales and other transactions at valuations and within timeframes necessary to maintain sufficient liquidity levels, the Company's current plans, which are considered probable of occurring, provide enough liquidity to meet its obligations over the next twelve months from the date of issuance of these financial statements. However, the potential for an in-court supervised Chapter 11 process in order to implement a strategic transaction ... raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. DITECH HOLDING: JLP Credit Entities Cease to Own Common Shares -------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, JLP Credit Opportunity Master Fund Ltd, Mercer QIF Fund PLC - Mercer Investment Fund 1, JLP Credit Opportunity IDF Series of SALI Multi-Series Fund, L.P., Phoenix Investment Adviser, LLC, and Jeffrey Peskind disclosed that as of Dec. 14, 2018, they no longer own any shares of common stock of Ditech Holding Corporation. On Dec. 14, 2018, COF, Mercer, and IDF sold 2,312, 1,279, and 619 shares of Mandatorily Convertible Preferred Stock, respectively, at $0.03 per share in open market transactions. As a result of these transactions, the Reporting Persons are no longer holders of record of Mandatorily Convertible Preferred Stock of the Issuer. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/CSdiMy About Ditech Holding Ditech Holding Corporation -- http://www.ditechholding.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding incurred a net loss of $426.9 million in 2017 following a net loss of $833.9 million in 2016. As of Sept. 30, 2018, Ditech Holding had $12.33 billion in total assets, $12.27 billion in total liabilities, and $55.18 million in total stockholders' equity. "The Company continues to actively refine its liquidity plan and intends to take all appropriate actions in an effort to ensure that it has adequate liquidity to meet its debt service obligations and other liabilities and commitments. Based on the assessment of the Company's liquidity for the next twelve months from the date of issuance of these financial statements, management has concluded that while there can be no assurance that the Company's recent and future actions will be successful in mitigating the above risks and uncertainties, including the impact of market conditions and the Company's ability to close MSR sales and other transactions at valuations and within timeframes necessary to maintain sufficient liquidity levels, the Company's current plans, which are considered probable of occurring, provide enough liquidity to meet its obligations over the next twelve months from the date of issuance of these financial statements. However, the potential for an in-court supervised Chapter 11 process in order to implement a strategic transaction ... raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. DITECH HOLDING: Lion Point Has 50.2% Stake as of Dec. 21 -------------------------------------------------------- Lion Point Master, LP, Lion Point Capital, LLC, Lion Point Capital, LP, and Lion Point Holdings GP, LLC disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Dec. 21, 2018, they beneficially owned 5,043,209 shares of common stock of Ditech Holding Corp., consisting of (i) 185,906 Shares, (ii) 4,289,257 Shares underlying the Mandatorily Convertible Preferred Stock, (iii) 316,729 Shares underlying Series A Warrants and (iv) 251,317 Shares underlying Series B Warrants, constituting beneficial ownership of approximately 50.2% of the Shares. Each of Messrs. Didric Cederholm and Jim Freeman, as a founding partner and chief investment officer of each of Lion Point Capital GP and Lion Point Capital and as a managing member of Lion Point Holdings GP, may be deemed the beneficial owner of the 5,043,209 Shares owned by Lion Point. The Reporting Persons have acquired the Shares for investment purposes in the ordinary course of their business of investing and trading in securities. Based upon future circumstances, the Reporting Persons may acquire additional securities of the Company, in open market purchases or otherwise, or dispose of securities of the Company, in open market sales or otherwise, at any time, or develop plans or proposals regarding the Company or any of its securities, based on the Reporting Persons' investment objectives and policies, the Company's business and financial condition, general market and industry conditions or other factors. On Nov. 30, 2017, Walter Investment Management Corp., now known as Ditech Holding Corp. filed a voluntary petition under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York to pursue the Chapter 11 Plan. On Jan. 18, 2018, the Court entered an order confirming the Chapter 11 Plan. On the Effective Date, the Chapter 11 Plan became effective pursuant to its terms and the Company emerged from bankruptcy. On Feb. 9, 2018, the Company filed a Form 8-K with the SEC describing the material terms of the Company's emergence from bankruptcy. Among other things, on the Effective Date, the Company issued the following equity and equity-linked securities: * 4,252,500 Shares; * 100,000 shares of Mandatorily Convertible Preferred Stock, face amount $1,000, convertible into 11,497,500 Shares; * Series A Warrants, exercisable for 7,245,000 Shares; and * Series B Warrants, exercisable for 5,748,750 Shares. Pursuant to the Chapter 11 Plan, the Reporting Persons received Shares, Mandatorily Convertible Preferred Stock, New Second Lien Notes, Series A Warrants and Series B Warrants. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/7IPynE About Ditech Holding Ditech Holding Corporation -- http://www.ditechholding.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding incurred a net loss of $426.9 million in 2017 following a net loss of $833.9 million in 2016. As of Sept. 30, 2018, Ditech Holding had $12.33 billion in total assets, $12.27 billion in total liabilities, and $55.18 million in total stockholders' equity. "The Company continues to actively refine its liquidity plan and intends to take all appropriate actions in an effort to ensure that it has adequate liquidity to meet its debt service obligations and other liabilities and commitments. Based on the assessment of the Company's liquidity for the next twelve months from the date of issuance of these financial statements, management has concluded that while there can be no assurance that the Company's recent and future actions will be successful in mitigating the above risks and uncertainties, including the impact of market conditions and the Company's ability to close MSR sales and other transactions at valuations and within timeframes necessary to maintain sufficient liquidity levels, the Company's current plans, which are considered probable of occurring, provide enough liquidity to meet its obligations over the next twelve months from the date of issuance of these financial statements. However, the potential for an in-court supervised Chapter 11 process in order to implement a strategic transaction ... raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. DOW CORNING: Disbursal of 50% of 2nd-Priority Payments Affirmed --------------------------------------------------------------- In the case captioned DOW SILICONES CORPORATION; DEBTOR'S REPRESENTATIVES, Interested Parties-Appellants, v. FINANCE COMMITTEE; CLAIMANTS' ADVISORY COMMITTEE, Interested Parties-Appellees, No. 18-1095 (6th Cir.), the U.S. Court of Appeals, Sixth Circuit affirms the district court's authorization of disbursal of 50% of second-priority payments. In the mid-1990s, Dow was facing potential mass-tort liability in the several billions of dollars stemming from injuries allegedly caused by breast implants it had manufactured. Dow and representatives of the tort claimants eventually agreed on a Chapter 11 plan of reorganization creating a nearly two-billion-dollar settlement facility to pay out breast-implant claims. The agreement governing that facility provides for guaranteed base payments (or first-priority payments) made as claims are proven, and for potential supplemental payments (or second-priority payments) made down the road, if funds allow. Because the settlement facility is set to wrap up in June 2019, with an estimated surplus of over $150 million after paying all projected first-priority claims, the Finance Committee running the facility sought approval from the district court to pay 50% of second-priority payments before all first-priority claims had been made. As interpreted by an earlier panel of this court, the facility agreement allows the district court to authorize early second-priority payments so long as all first-priority payments are "virtually guaranteed." Based on projections by the Independent Assessor (in essence, the facility's financial consulting firm), and after hearing competing expert testimony on the methodology used to calculate those projections, the district court found that all first-priority payments were virtually guaranteed and authorized the requested second-priority payments. This determination was not clearly erroneous and accordingly must be upheld, despite Dow's arguments. The district court did not clearly err in finding that the Independent Assessor's projections supplied a virtual guarantee that the settlement facility can afford all future first-priority payments despite the early distribution of fifty percent of second-priority payments. Although different people might reasonably reach different conclusions on this record, we are not "left with the definite and firm conviction that a mistake has been committed," as would be required to reverse for clear error. The district court found a virtual guarantee based on the Independent Assessor's conservative projections of sufficient funds, expert evidence supporting the reliability of those projections, and the huge margin for error baked into the projected $100.4 million cushion. Dow's primary argument is that those projections could not supply a virtual guarantee without some sort of statistical risk analysis quantifying the probability that they might prove dramatically wrong. There is no doubt that the level of confidence in the Independent Assessor's projections is a relevant issue. But nothing in the governing agreement suggests that the Independent Assessor's projections must include a statistical risk analysis, and here there were sufficient indicia of reliability to support the district court's finding without one. First, the Claimants' Advisory Committee presented expert evidence that the Independent Assessor "employed the most widely accepted and utilized method for forecasting future claims from data on past claim filings and past payments by the subject entity," and that the "method has been used and accepted as the basis of thousands of liability forecasts for mass tort trusts and defendants during the past 25 years." Second, expert evidence showed that the Independent Assessor's prior "liability forecasts were always significantly greater than the actual [facility] payments for the same period," and that the current projections were similarly based on "specific conservative assumptions." Third, the Claimants' Advisory Committee's expert showed that the projections conservatively accounted for a higher claims surge as the facility winds down than was actually seen in the most analogous breast-implant settlement fund. Together, this expert evidence supports the district court's reliance on the Independent Assessor's projection that sufficient funds are available to pay all first-priority claims. The reliability of the projections is further backed up by the enormity of the margin for error provided for by the projected $100.4 million cushion. Given the expert evidence supporting the reliability of the Independent Assessor's projections, the district court did not clearly err in concluding that the projected $100.4 million cushion was sufficiently large that all first-priority payments are virtually guaranteed. Thus, the Court affirms the district court's authorization of disbursal of 50% of second-priority payments. A copy of the Court's Opinion dated Dec. 13, 2018 is available at https://bit.ly/2EM94W7 from Leagle.com. About Dow Corning Dow Corning Corp. -- http://www.dowcorning.com/-- produces and supplies more than 7,000 silicon-based products and services to more than 25,000 customers worldwide. Dow Corning is equally owned by The Dow Chemical Company and Corning Incorporated. The Company filed for Chapter 11 protection on May 15, 1995 (Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-related tort liability. The Company owed its commercial creditors more than $1 billion at that time. A consensual Joint Plan of Reorganization, amended on Feb. 4, 1999, offering to pay commercial creditors in full with post-petition interest, establish a multi-billion-dollar settlement trust for tort claims, and leave Dow Corning's shareholders unimpaired, took effect on June 30, 2004. EAST HARLEM ESTATES: Case Summary & Unsecured Creditor ------------------------------------------------------ Debtor: East Harlem Estates LLC 199 Lee Avenue, Suite 630 Brooklyn, NY 11211 Business Description: East Harlem Estates LLC is in the business of owning a certain property located at 214 East 111 Street, New York, New York 10029. The Property contains seven residential units and two commercial spaces. Two of the seven residential apartments are vacant and both of the commercial spaces are vacant. Chapter 11 Petition Date: December 30, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 18-14197 Debtor's Counsel: Eric H. Horn, Esq. Heike M. Vogel, Esq. VOGEL BACH & HORN, LLP 30 Broad Street, 14th Floor New York, NY 10004 Tel: (212) 242-8350 Fax: (646) 607-2075 E-mail: ehorn@vogelbachpc.com hvogel@vogelbachpc.com Debtor's Auctioneer: MALTZ AUCTIONEERS Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Avigor Freund, managing member. The Debtor lists Aview Builders as its sole unsecured creditor holding a claim of $1 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-14197.pdf ENERGY GUARD: Unsecureds to Get $50,000 in 50 Months Under Plan --------------------------------------------------------------- Energy Guard Midwest, LLC, submits a Chapter 11 Plan and accompanying Disclosure Statement. Class 1 - Unsecured priority claim of Internal Revenue Service and impaired. IRS holds and unsecured priority claim for unpaid FICA and FUTA taxes accruing between 2014 and 2018 in the aggregate amount of $120,239.43. The reorganized debtor shall pay the IRS its allowed unsecured priority claim of $120,239.43, without interest and in equal monthly payments over 50 months, beginning thirty (30) days after the effective date. Class 2 -Secured claim of Intrust Bank and impaired. Intrust Bank holds a claim against Debtor in the approximate principal amount of $20,000, plus interest. Intrust's claim is secured by a security interest in Debtor's 2007 Chevrolet Silverado truck and 2010 Chevrolet Silverado truck. The aggregate value of the trucks is $6000. The reorganized debtor shall pay Intrust the amount of its allowed secured claim of $6000 in equal monthly payments amortized over 36 months and with interest at the confirmation rate. Payment shall begin beginning thirty days after the Effective date. Class 3 - Secured claim of A OK 1, LLC and impaired. A OK 1, LLC, holds a claim against the Debtor in the approximate principal amount of $22,197.81, plus interest. AOK's claim is secured by a security interest in Debtor's 1957 Ford Fairlane vehicle with a value of $30,000. The reorganized shall pay AOK the amount of its allowed secured claim of in equal monthly payments amortized over 60 months and with interest at the confirmation rate. Payment beginning 30 days after the effective date. Class 4 - Secured claim of Internal Revenue Service and impaired. The IRS holds a secured claim for unpaid FICA taxes from 2014 in the aggregate amount of $26,200.00 which amount is the aggregate value of the equity in Debtor's inventory, accounts receivable, office furniture, vehicles and equipment at the time of filing. The reorganized debtor shall pay the IRS its secured claim of $26,200 with interest at the confirmation rate, and in equal monthly payment over 50 months, beginning 30 days after effective date. Class 5 - Unsecured priority claim of Kansas Department of Labor (KDOL) for unemployment taxes arising between 2016 and 2018 in the aggregate amount of $6,890.35 are impaired. The reorganized debtor shall pay the KDOL its allowed unsecured priority claim of $6,890.35 without interest, and in equal monthly payments over 50 months, beginning 30 days after the effective date. Class 6 - Unsecured claims of customers for refund of deposits and impaired. The Class 6 claims consists of the general unsecured claims seeking a refund of deposits due certain customers of the Debtor. The class is limited to those customers due a refund who have timely filed a claim herein. The reorganized Debtor shall pay said claimant that portion of their claim without interest and in equal monthly payments over 60 months, beginning 30 days after the effective date. Class 7 - General Unsecured Creditor Class. This class consists of all timely filed and allowed claims of general unsecured creditors. After payment in full of: (a) the allowed administrative claims; (b) the class 1 and 5 priority unsecured claims of the IRS and KDOL; (c) the allowed Class 2,3 and 4 secured claims of Intrust, A OK 1, LLC, and the IRS and (d) the class 6 claims for refunds, the reorganized debtor shall pay general unsecured creditors on a pro rata basis from plan payments made to the unsecured creditor class. The reorganized debtor's payments to the unsecured creditor class will be in the total amount of $50,000 and will be paid on a pro rata basis at the rate of $1,000 per month for 50 months. Class 8 - Interest owners in Debtor. Tim Henry is the sole interest owner in Debtor. on the confirmation date, Henry's membership units in the debtor shall be cancelled. All tax attributes of the debtor, including tax loss carry forwards and its tax in its assets, shall vest in the reorganized debtor on the confirmation date. Creditor claims will be paid from income generated by the reorganized debtor from ongoing operations. A full-text copy of the Disclosure Statement dated December 4, 2018, is available at: http://bankrupt.com/misc/ksb18-1811070-98.pdf About Energy Guard Midwest Energy Guard Midwest, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 18-11070) on June 4, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Dale L. Somers presides over the case. Mark J. Lazzo, Esq., at Landmark Office Park, is the Debtor's legal counsel. The Office of the U.S. Trustee on Aug. 27, 2018, appointed the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Eron Law, P.A., as counsel. ENVIRONMENTAL TECHNOLOGIES: Jan. 31 Plan Confirmation Hearing Set ----------------------------------------------------------------- Bankruptcy Judge John T. Laney, III issued an order approving Environmental Technologies, Inc.'s amended disclosure statement referring to an amended chapter 11 plan dated Dec. 12, 2018. All ballots accepting or rejecting the plan, and any objection to the confirmation of the plan must be filed on or before Jan. 29, 2019. A hearing for the consideration of confirmation of the Plan and any objections to confirmation of the Plan will be held on Jan. 31, 2019 at 2:00 p.m. in U.S. Bankruptcy Court, One Arsenal Place, 901 Front Avenue, Columbus GA 31902. About Environmental Technologies Environmental Technologies, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-50220) on Feb. 5, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge John T. Laney III presides over the case. FALLING BRANCH: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Falling Branch Farms, LLC as of Dec. 28, according to a court docket. About Falling Branch Farms LLC Falling Branch Farms, LLC owns 58 acres of land featuring a farm with plantation, house, and out-buildings. The property is valued by the company at $18 million. Falling Branch Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24407) on Dec. 28. At the time of the filing, the Debtor disclosed $18,000,100 in assets and $2,764,771 in liabilities. The case has been assigned to Judge: Hon. Erik P. Kimball. The Debtor tapped James Schwitalla, Esq., at The Bankruptcy Law Office of James Schwitalla, P.A., as its legal counsel. FIRST FLO: Seeks to Hire Shapiro Bieging as Legal Counsel --------------------------------------------------------- First Flo Corporation seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Shapiro Bieging Barber Otteson LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist the Debtor in any potential sale of its assets; prepare a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Duncan Barber, Esq., a partner at Shapiro and the attorney who will be handling the case, charges an hourly fee of $395. The hourly rates for other attorneys range from $250 to 350. The rates for paralegal services range from $160 to $185 per hour. In the year prior to the petition date, Doug McClure, an insider of Debtor, paid the firm as much as $83,000 in fees and expenses. Mr. McClure advanced the Chapter 11 filing fee of $1,717. All members of Shapiro neither hold nor represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Duncan E. Barber, Esq. Shapiro Bieging Barber Otteson LLP 7979 East Tufts Avenue, Suite 1600 Denver, CO 80237 Telephone: 720-488-5432 Telecopy: 720-488-7711 Email: dbarber@sbbolaw.com About First Flo First Flo Corporation is a bank holding company that owns Rocky Mountain Bank & Trust. First Flo sought Chapter 11 protection (Bankr. D. Colo. Case No. 18-20937) on Dec. 20, 2018. The Debtor disclosed total assets of $4,000,000 and liabilities of $10,065,000 as of the bankruptcy filing. The Hon. Elizabeth E. Brown is the case judge. The Debtor tapped Shapiro Bieging Barber Otteson LLP as its counsel. FOUAD MARKET: Seeks to Hire Parker & Associates as Legal Counsel ---------------------------------------------------------------- Fouad Market Halal Food Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Parker & Associates as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; participate in the negotiation of financing agreements and related transactions; assist the Debtor in any potential disposition of its properties; review claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Parker & Associates has not represented and does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Nina M. Parker, Esq. Marques C. Lipton, Esq. Parker & Associates 10 Converse Place, Suite 201 Winchester, MA 01890 Phone: (781)729-0005 E-mail: nparker@ninaparker.com E-mail: mlipton@ninaparker.com About Fouad Market Halal Food Fouad Market Halal Food Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14721) on Dec. 20, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Melvin S. Hoffman. Parker & Associates is the Debtor's counsel. GOLDEN STATE: J. Lane's Bid to Modify Court Opinion Nixed --------------------------------------------------------- In the case captioned JOHN AKARD, JR., TRUSTEE, Plaintiff(s), v. JASON LANE Defendant(s), Adversary No. 16-03109 (Bankr. S.D. Tex.), Bankruptcy Judge Marvin Isgur denied Defendant Lane's motion to modify the Court's opinion to include the fees and expenses associated with his Motion for Summary Judgement. On May 23, 2016, John Akard, Chapter 11 Trustee, filed a complaint to avoid certain prepetition payments made by Golden State Holdings to Jason Lane. The Trustee hired Jerry Holt to provide an expert report on the issue. On Oct. 25, 2017, Jason Lane filed a Motion to Strike Holt's Report. On Dec. 18, 2017, the Court struck Holt's expert report based on a number of deficiencies. Subsequently, on March 20, 2018, the Court found that the Trustee failed to meet the requirements of Federal Rule of Civil Procedure 26(a)(2)(B) and could not amend or supplement the stricken report, given that it no longer existed for purposes of the record. In light of the Trustee's violation of Rule 26(a)(2)(B), the Court found that Rule 37(c) sanctions were appropriate. The Court, however, granted the Trustee a continuance to file a new expert report, provided that the Trustee pay Lane's reasonable expenses and attorney's fees associated with reviewing the original report, preparing a rebuttal report, and moving to strike the expert report. On April 3, 2018, Lane filed his Motion for Fees and Expenses, along with a Motion to Modify the Court's Opinion, seeking $31,715.48 in necessary fees and expenses, including attorney's fees. The Trustee objects to Lane's requested fees and his Motion to Modify on various grounds. Lane argues that the Court's previous Order should be modified to include the fees and expenses associated with his Motion for Summary Judgement because the work performed on the Motion is "inextricably intertwined" with the work done on his Motion to Strike Holt's Expert Report. Lane further maintains he is entitled to these fees because the filing of a new expert report would necessitate another motion for summary judgment. Lane is correct in that his Motion for Summary Judgment and his Motion to Strike are "nearly identical." In fact, in his Motion for Summary Judgment, Lane states that he "also files a Motion to Strike Plaintiff's Expert concurrently with this motion, and it is incorporated by reference as if fully set forth herein." Other than a few pages, Lane's Motion for Summary Judgment is no different than his Motion to Strike. The Court, however, will not allow Lane to recover twice for the same work. Inserting the Motion to Strike within the Motion for Summary Judgment does not make the fees for such work allowable under the Court's Order. In conditioning the Trustee's introduction of a new expert report on the payment of Lane's reasonable expenses, the Court explicitly enumerated the work for which the Trustee should pay, specifically, Lane's (i) review of the original expert report; (ii) preparation of a rebuttal report; and (iii) moving to strike Holt's expert report. The fact that Lane's work on any of these three areas involving Holt's expert report provided a basis for a motion for summary judgment does not make the summary judgement fees an allowable expense. Lane's recoverable fees are limited to those incurred as a consequence of the Trustee's violation of Rule 26(a)(2)(B). The Trustee's failure to meet Rule 26's requirements is directly related to Lane's Motion to Strike the Report. The Trustee's failure, however, did not cause Lane to move for summary judgment; it rather provided a separate basis for Lane to do so. Furthermore, as Lane indicated, his summary judgment motion is largely made up of his Motion to Strike. The Court is unable to see why Lane should be compensated twice for nearly identical work. A copy of the Court's Memorandum Opinion dated Dec. 12, 2018 is available at https://bit.ly/2GCJTHi from Leagle.com. John Akard, Jr., Trustee, Plaintiff, represented by John Akard, Jr., John Akard Jr. P.C., Mynde Shaune Eisen, Attorney at Law & Jeremy R. Stone, The Butch Boyd Law Firm. Jason Lane, Defendant, represented by Michael C. O'Connor, O'Connor & Craig PC & Jeremy R. Stone, The Butch Boyd Law Firm. GMB 401K Trust & Jackpine Intl LLC, Intervenors, represented by Michael C. O'Connor, O'Connor & Craig PC. About Golden State Holdings Golden State Holdings, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 14-36650) on Dec. 1, 2014, and was represented by Alex Olmedo Acosta, Esq. of Acosta Law, P.C. Judge Marvin Isgur presides over the case. John Akard Jr., was appointed as the Chapter 11 Trustee on Jan. 13, 2015. HARAS SANTA: Seeks to Hire Carrasquillo as Financial Consultant --------------------------------------------------------------- Haras Santa Isabel, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Luis R. Carrasquillo & CO., P.S.C., as its financial consultant. The firm will assist the Debtor in the financial restructuring of its affairs by providing advice on strategic planning, preparing a plan of reorganization and business plan, and participating in negotiations with its creditors. The firm will charge these hourly fees: Luis Carrasquillo Partner $0 Marcelo Gutierrez Senior CPA $125 Lionel Rodriguez Perez Senior Accountant $90 Carmen Callejas Echevarria Senior Accountant $85 Zoraida Delgado Junior Accountant $45 Rosalie Hernandez Admin Assistant $45 Maricruz Mangual Admin Assistant $45 Iris Franqui Admin Assistant $45 Luis Carrasquillo, a partner at the firm, will only bill the hours spent by his staff. Mr. Carrasquillo disclosed in a court filing that he and other members of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Luis R. Carrasquillo Luis R. Carrasquillo & CO., P.S.C 28th Street, TI-26 Turabo, Gardens, Caguas PR 00725 Tel: 787-746-4555 / 787-746-4556 Fax: 787-746-4564 E-mail: luis@cpacarrasquillo.com About Haras Santa Isabel Haras Santa Isabel Inc. is a privately-held company in Coamo, Puerto Rico, in the horse breeding business. Haras Santa Isabel previously sought bankruptcy protection (Bankr. D.P.R. Case No. 10-06672) on July 27, 2010. Haras Santa Isabel again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-07077) on Dec. 4, 2018. At the time of the filing, the Debtor disclosed $2,579,669 in assets and $8,787,638 in liabilities. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Offices, as its legal counsel. HOLLEICKE-PERRIN: Seeks to Hire Eron Law as Legal Counsel --------------------------------------------------------- Holleicke-Perrin Tires, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Eron Law P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation and documentation of financing agreements and related transactions; prepare a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Eron Law charges these hourly fees: William Zimmerman, Jr. $240 David Eron $275 January Bailey $225 The firm received a retainer in the sum of $5,000. William Zimmerman, Jr., Esq., the attorney who will be handling the case, has no connection with creditors of the Debtor and any other "party in interest," according to court filings. Eron Law can be reached through: William H. Zimmerman, Jr., Esq. Eron Law P.A. 229 E. William, Suite 100 Wichita, KS 67202 Phone: (316) 262-5500 Fax: (316) 262-5559 Email: zim@eronlaw.net About Holleicke-Perrin Tires Holleicke-Perrin Tires, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 18-12431) on Dec. 20, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The Hon. Robert E. Nugent is the case judge. IDL DEVELOPMENT: Case Summary & 10 Unsecured Creditors ------------------------------------------------------ Debtor: IDL Development, Inc. 300 Myles Standish Boulevard Taunton, MA 02780 Business Description: IDL Development, Inc. is a real estate developer in Taunton, Massachusetts. Chapter 11 Petition Date: December 29, 2018 Court: United States Bankruptcy Court District of Massachusetts (Boston) Case No.: 18-14808 Judge: Hon. Joan N. Feeney Debtor's Counsel: Christopher M. Condon, Esq. MURPHY & KING, PROFESSIONAL CORPORATION One Beacon Street Boston, MA 02108 Tel: (617) 423-0400 (ext. 441) Fax: (617) 423-0498 E-mail: ccondon@murphyking.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Christopher Nagel, president. A copy of the Debtor's list of 10 unsecured creditors is available for free at: http://bankrupt.com/misc/mab18-14808_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mab18-14808.pdf INTEGRATED DYNAMIC: Allowed to Use Cash Collateral Through Jan. 31 ------------------------------------------------------------------ The Hon. Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California has authorized Integrated Dynamic Solutions, Inc., to use cash collateral through Jan. 31, 2019. The Debtor, however, is not authorized to use the sum of $16,667 received each month from ASAI. Said money is to be segregated and held in escrow pending further Order of the Court. Moreover, the Court has not approved the proposed expenditure of $6,000 per month set forth on the cash collateral budget for payment of professional compensation to special litigation counsel (and Debtor has withdrawn the motion seeking leave to employ special litigation counsel to whom that amount was going to be paid). A full-text copy of the Order is available at http://bankrupt.com/misc/cacb18-12156-81.pdf About Integrated Dynamic Solutions Founded in 1995, Integrated Dynamic Solutions, Inc. -- http://www.idspage.com/-- is a Microsoft Certified Partner specializing in custom software development, database design, and systems integration. It offers a full range of services from office automation, database design, e-commerce, custom software development and prototyping to wireless solutions, web based programming, Facilities Management Information Systems, and simulation modeling. Integrated Dynamic Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11379) on Aug. 22, 2018. On Aug. 24, 2018, the case was transferred from the Northern Division to the San Fernando Valley Division, and was assigned Case No. 18-12156. In the petition signed by CEO Nasrolla Gashtili, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Victoria S. Kaufman oversees the case. The Debtor tapped The Law Offices of David A. Tilem as its legal counsel. The Office of the U.S. Trustee on Sept. 21, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. INTERIOR COMMERCIAL: Has Authorization to Use Cash Collateral ------------------------------------------------------------- The Hon. Charles Novack of the U.S. Bankruptcy Court for the Northern District of California, upon the Motion of Interior Commercial Installation, Inc., has entered an order authorizing Debtor's use of cash collateral. In its Motion, the Debtor seeks authority to use cash collateral for its general ongoing business operations. Specifically, the Debtor requires the use of collateral for the payment of certain operating expenses as set forth on the budget. The Debtor believes the expenses listed on the budget are reasonable and necessary business expenses which must be paid in order to continue its business. The Debtor believes there are eight "on line" loans made to it. The Debtor did a UCC-1 search and has established that the loans made by Kalamata Capital Group and Yellowstone Capital West, LLC are supported by UCC-1 filings. Kalamata, Yellowstone and any Other Creditor who has a perfected lien on the collateral of the Debtor in possession will have as adequate protection of its claim of security a replacement lien on all future accounts receivable and a security interest in all post-petition accounts receivable. The Debtor will (a) make payment to Kalamata, Yellowstone and any other creditor who has a perfected lien on the collateral of the Debtor on a weekly basis of amount equal to ____% of the monthly amounts collected from sales and accounts receivable; (b) make purchases of new inventory; and (c) make monthly reports of all sales and collection activities to Kalamata, Yellowstone and any Other Creditor who has a perfected lien on the collateral of the Debtor. Kalamata, Yellowstone and any Other Creditor who has a perfected lien on the collateral of the Debtor may from time to time and after reasonable notice, inspect, inventory, and audit, at its own expense, the books of the debtor. A full-text copy of the Order is available at http://bankrupt.com/misc/canb18-42874-10.pdf About Interior Commercial Installation Interior Commercial Installation, Inc., offers commercial clients a wide variety of countertop surfaces, all the latest trends and traditional materials, colors, patterns, and finishes that meet their business needs. Among the materials available are Natural Stone, Caesarstone, Silestone, LG Hi-Macs, Icestone, Vetrazzo, LG Viaterra, Cambria, Dekton, Lapitec, Zodiaq by Dupont, and Corian by Dupont. The Company previously sought bankruptcy protection on Nov. 16, 2018 (Bankr. N.D. Calif. Case No. 18-42689). Interior Commercial Installation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-42874) on Dec. 7, 2018. In the petition signed by Jens C. Jensen, president, the Debtor disclosed $1,944,548 in total assets and $1,408,103 in total debt. The Hon. Charles Novack is the case judge. The Law Offices of David C. Johnston serves as counsel to the Debtor. J.P. RENTALS: Gets Authorization to Use Cash Collateral ------------------------------------------------------- The Hon. Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa has authorized J.P. Rentals LLC to use cash collateral. A final hearing on cash collateral, along with other matters, will be scheduled for hearing starting on Jan. 8, 2019. The Debtor is directed to file a document with the Court that details the funds required for the Debtor to operate through January 10, 2019, including the funds required to retain its office staff, to establish debtor in possession accounts, assemble documents and prepare for a transition of the properties that may occur if the final use of cash collateral is approved. The information gathered must also contain the cash on hand, the amount of income received and expenses paid by the Debtor since the petition date. The Court will establish what amount, if any, will be contributed by a Secured Creditor that has properties subject to a Receivership or mortgagee in possession that existed on the petition date to meet the necessary expenses as discussed on the record during the hearing. The Court also ordered that any outstanding December rental income and January rental income will be collected by the Receivers or mortgagee in possession that existed on the petition date. The parties will cooperate in exchanging information to establish the current status of income, expenses and the rental properties in anticipation of the final hearing. A full-text copy of the Order is available at http://bankrupt.com/misc/iasb18-02569-41.pdf About J.P. Apartments JP Rentals, LLC, and Jones Lease Properties, LLC, are a locally owned and operated rental property companies serving the Quad Cities and surrounding areas. As the source for rental living, they offer a wide variety of rental properties including apartment complexes, single family homes, townhomes, and duplexes. J.P. Apartments Cooperative, Jones Lease Properties, LLC and J.P. Rentals, LLC, filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-02566, 18-02568, and 18-02569, respectively) on Nov. 26, 2018. In the petition signed by Erik R. Jones, director, J.P. Apartments disclosed $4,765,888 in total assets and $4,689,693 in liabilities. Bradshaw, Fowler, Proctor & Fairgrave PC, led by attorney Jeffrey D. Goetz, is the Debtor's counsel; and GlassRatner Advisory & Capital Group, LLC, as its financial advisor and investment banker. KEAST ENTERPRISES: Seeks to Hire Ed Spencer as Real Estate Agent ---------------------------------------------------------------- Keast Enterprises, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire a real estate agent. The Debtor proposes to employ Farms America/Ed Spencer Real Estate to market and sell 550.25 acres of its real estate located in Pottawattamie County, Iowa. The firm will be paid a commission of 3% of the gross proceeds from the sale of the property. Ed Spencer is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ed Spencer Farms America/Ed Spencer Real Estate 322 E. 7th Street Logan, IA 51546 Office: (712) 644-2151 Cell: (402) 510-3276 Email: ed@edspencer.com About Keast Enterprises Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed lot. The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No. 18-00856) on April 17, 2018. At the time of filing, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial Consulting, is its financial advisor. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on May 11, 2018. The committee hired Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. KOST VENTURES: Seeks April 15 Extension of Plan Filing Deadline --------------------------------------------------------------- Kost Ventures I, Ltd. requests the United States Bankruptcy Court for the Western District of Texas for an extension of the deadline to file the plan and disclosure statement to April 15, 2019. Prior to the Petition Date, an Arbitration Award was entered against Debtor that provided Debtor, Phoenix Fund, Inc., Addington Family Partners, Ltd., and William "Rege" Brunner would collectively pay to Coronado $14,000 for reimbursement of administrative costs in the arbitration and $31,374 for reimbursement of compensation paid to the arbitrators, for a total amount owing of $45,374. By Mid-September 2018, the Debtor entered into that certain Settlement Agreement with Linnie Carroll Young, which provided, inter alia, that upon the completion of certain events, an Agreed Judgment would be entered into that vacated the Arbitration Award. The Court approved the Settlement with Linnie Carroll Young on Oct. 23. Pursuant to the Settlement Agreement, the Debtor will make three planned payments. The first payment of $2,000,000 occurred on Dec. 14, 2018. The second payment of $1,335,000 will be paid no later than Feb. 12, 2019. After the second payment, an Agreed Judgment will be entered which orders that Debtor is jointly and severally liable to Plaintiff Young for actual damages of $733,333.33 (the "Kost Judgment Amount"). The Debtor will begin payments of the Kost Judgment Amount no later than March 14, 2019, payable in 60 equal monthly installments bearing 5% simple interest from the Effective Date with the option to make a lump sum payment equal to 90% of the remaining principal balance plus accrued but unpaid interest. The Debtor now seeks a 90 day extension of the deadline to file the plan and disclosure statement because payments under the judgment will form the basis of Debtor's plan and disclosure statement. Therefore, a plan and disclosure statement cannot be filed until after the effective dates under the Settlement Agreement have passed. About Kost Ventures I Kost Ventures I, Ltd., is a privately held company based in San Antonio, Texas, engaged in activities related to real estate. The company has mineral interests in various counties in Texas. Kost Ventures I, Ltd. filed a voluntary petition under Chapter 11 of title 11 of the United States Code (Bankr. W.D. Tex. Case No. 18-51711) on July 19, 2018. The petition was signed by Lou Kost, Jr., president of Kost Ventures, Inc., general partner. At the time of filing, the Debtor disclosed $400,308 in total assets and $2,010,284 in total liabilities. The case is assigned to Judge Ronald B. King. Pulman, Cappuccio & Pullen, LLP, led by Thomas Rice, is the Debtor's counsel. LIL ROCK ELECTRICAL: Plan, Disclosures Hearing Set for Jan. 29 -------------------------------------------------------------- Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern District of Illinois conditionally approved Lil Rock Electrical Construction Inc.'s small business amended disclosure statement referring to an amended plan of reorganization dated Dec. 17, 2018. A hearing on the Amended Disclosure Statement and the confirmation of the Amended Plan of Reorganization will be held on Jan. 29, 2019 at 09:00 AM, in U.S. Bankruptcy Court, Melvin Price US Courthouse, 750 Missouri Ave, East St Louis, IL 62201. Any objection to the Disclosure Statement or to confirmation of the Plan must be filed on or before Jan. 22, 2019. Acceptances or rejections of the Plan must be submitted on or before seven days prior to the date of the hearing. About Lil Rock Electrical Lil Rock Electrical Construction, Inc., is a full-service electrical contractor in Carlyle, Illinois, equipped to complete commercial, residential, and industrial electrical work, excavating, and directional boring. Lil Rock Electrical Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-31376) on Sept. 11, 2017. In the petition signed by Myranda Weber, its restructuring officer, the Debtor disclosed $1.21 million in assets and $1.17 million in liabilities. Judge Laura K. Grandy presides over the case. Spencer P. Desai, Esq., at Carmody MacDonald P.C., is the Debtor's bankruptcy counsel. McMahon Berger, P.C., is the special counsel. No trustee, examiner or official committee of creditors or equity interest holders has been appointed. LUBY'S INC: Urges Shareholders to Vote for Its Director Nominees ---------------------------------------------------------------- Luby's, Inc. has mailed a letter to shareholders in connection with the Company's upcoming Annual Meeting of Shareholders to be held on Jan. 25, 2019. The full text of the letter follows. December 24, 2018 Dear Shareholders, At our Annual Meeting of Shareholders on January 25, 2019, you will face a critical decision that will significantly impact the future of your investment in Luby's. You will be asked to choose between two vastly different paths for the Company: * Elect the seasoned and highly-qualified nominees put forth by Luby's, who collectively possess decades of restaurant industry experience, and whose 36.8% ownership in the Company ensures the strongest possible alignment of interests with all shareholders; or * Put your investment at risk by electing four nominees hand- picked by New York-based activist hedge fund Bandera Partners LLC, who have almost zero meaningful industry experience and we believe view the Company as a financial engineering vehicle to further their own interests at the expense of Luby's customers and you, the shareholders. In making this important decision, we ask you to consider the following: Luby's Board and management team are in the midst of executing an aggressive plan to improve our financial results and operating performance -- against the backdrop of strong industry headwinds and a highly competitive restaurant environment that has challenged many mature restaurant brands, including ours. This turnaround strategy includes evaluating multiple ways to lower costs and improve operations, steps to significantly reduce debt, and the addition of new voices and perspectives at both the senior management and Board level. We are continuously taking a hard look at our portfolio of restaurant locations and have taken decisive action to improve profitability. We announced an asset sales program of $25 million in April 2018 and expanded this program up to $45 million in July 2018, with the goal of strengthening our balance sheet and decreasing our debt. 10 Company-owned property locations were sold in fiscal 2018, generating $14.8 million in net cash proceeds. 21 underperforming Company-owned restaurants were closed in fiscal 2018 and nine were closed in fiscal 2017. In recognition of the fact that Luby's business needs to improve, CEO Chris Pappas reduced his annual salary to only $1, and committed to keeping it at that amount until the Company's turnaround efforts bear fruit for Luby's shareholders. The Luby's and Fuddruckers brands are highly regarded in the marketplace, and we believe these brands can thrive and grow over time. In order to meet the customers where they are, we continued re-directing funds from a traditional media strategy (TV, radio, billboards, direct mail, sponsorships) to a digital media strategy (on-line advertising, geo-fencing, E-club promotions) which allows us to connect and engage directly with our guests in a more personal and relevant manner. We also made further improvements to our mobile ordering capabilities at Fuddruckers and geared up for launching similar capabilities for our Luby's cafeteria guests. In October 2018, we announced the promotion of Benjamin "Todd" Coutee to the position of Chief Operating Officer. Todd has more than 30 years of restaurant experience. Importantly, he knows this industry and he knows our Company, our brands and our people extremely well. Todd also has held several significant leadership roles at Luby's and achieved proven results, including in his most recent position as Senior Vice President of Culinary Contract Services, which has been growing significantly for the past two years under his watch. On December 14th, we announced that Luby's entered into an $80 million refinancing credit facility with MSD Partners, providing funding to help reduce the Company's debt balance as we continue to aggressively strengthen our financial position. We recently added Twila Day to our slate of director nominees for the 2019 Annual Meeting, replacing Luby's General Counsel Peter Tropoli as a director and thereby further increasing the number of independent directors. Ms. Day is currently Chief Information Officer of the Huntsman Corporation, a global chemical manufacturer and marketer. Previously, she was the National Practice Leader for Technology Services at Alvarez and Marsal, one of the most highly-respected professional services firms in the world. Prior to Alvarez, Ms. Day was Chief Information Officer at SYSCO Corporation (NYSE:SYY), the global leader in distributing food products to restaurants. Luby's believes that Ms. Day's extensive leadership experience and broad technology expertise will be highly valuable as we continue to examine how to best implement tech solutions across the Company, both to enhance productivity and improve customer experience. The experience of the current Board has never been more essential than now as the entire restaurant sector faces challenges driven by oversaturation in many markets and a fundamental evolution in the way consumers think about dining. Importantly, Luby's leadership has successfully steered the Company through previous difficult periods in the restaurant industry cycle - most notably when CEO and Director Chris Pappas and Director Harris Pappas took over Luby's in 2000 and in 2008 following the global financial crisis. In each case, the Company was able to streamline operations, reduce its store count and debt -- and ultimately improve financial results and Luby's stock price. This expertise will be essential as Luby's continues to manage through the current downturn in the industry cycle -- and ultimately establish a foundation for future profitability. CEO and Director Chris Pappas and Director Harris Pappas have the strongest possible incentive to create shareholder value. They beneficially own together approximately 36.8% of the Company's stock -- meaning they have more skin in the game than anyone, and more than three and a half times as much at stake as Bandera and its nominees -- none of whom have meaningfully acquired any Company shares other than what Jeff Gramm holds through his fund. As stated above, we are already in the process of monetizing underperforming restaurant locations, which will allow us to strengthen our core operations and invest appropriately in the right assets with better return characteristics to ultimately improve our overall financial results. Further, the value of the Luby's brands cannot be discounted. According to a recent survey by a major industry trade publication, Nation's Restaurant News, the Luby's Restaurant brand ranks in the top 20 nationally in brand loyalty, based on the percentage of customers who "visit because of a real desire to experience the brand, as opposed to convenience." In the same survey Fuddruckers was ranked by consumers in the top 10 for taste, with 82% rating the chain "best in class" or "above average" for taste. Notably, highly popular and fast-growing chains like In-N-Out Burger, Chick-fil-A and Panera Bread were among the winners. We believe the value of the entire Luby's enterprise is worth meaningfully more than where the stock is currently trading. In our view, taking drastic steps to "monetize" only the Company's real estate now, or otherwise break up the Company's assets, would be tantamount to "selling at the bottom." Luby's Board and management team have shown in the past the ability to execute against a strategic plan, manage through industry headwinds and deliver improved results. We are always open to all strategic options to maximize shareholder value, but believe that taking a short-term view would not be in the best long-term interest of shareholders. Bandera approached Luby's only nine days before the deadline for nominating directors and demanded three seats on the Board, threatening to launch a proxy fight if its demands were not met. As a courtesy to them, Luby's extended the nomination deadline to consider Bandera's demands. Bandera demanded the appointment of Mr. Jeff Gramm, Senator Phil Gramm, and Mr. Timothy Brog, a close business associate of Mr. Gramm's, to the Board while setting the size of the Board at nine directors. To be clear, this meant that Bandera was demanding a third of the seats on the Luby's Board. Notwithstanding our extension, Bandera gave us only roughly 48 hours to agree to their demands. A public company board cannot responsibly make decisions blindly on such a tight timeframe -- especially when it comes to director nominees who most of our Board members have never met. The Board requested to interview two of Bandera's nominees -- Savneet Singh and Brian Wright -- but Bandera then illogically insisted there must be first "a settlement agreement in place" and "then Luby's and Bandera can agree to have specific nominees interviewed [...] to fill the number of seats that the settlement agreement provides." Just as Luby's wouldn't agree to hire any employee without first interviewing the candidate, the Board would not agree to appoint directors without interviewing them first and assessing their suitability. Following a similar pattern as with Mr. Brog, Mr. Wright was ultimately left off Bandera's slate. No explanation was given for either removal. Bandera's conduct indicates that they fundamentally do not understand the duties and responsibilities of a public company board. The Board carefully considers any potential nominees, and there is a process in place to vet and interview such nominees. Agreeing to put candidates on the Board before the Board has even interviewed them would be tantamount to a breach of the Board's fiduciary duties to shareholders. It is important to note that the nominees put forward by Bandera do not possess meaningful restaurant operating experience. So far the full extent of a "plan" for the Company offered up by Bandera could fit on a Fuddruckers napkin. Taken together, this information is highly troubling as it suggests that if given Board representation Bandera will likely push for liquidating the Company or selling off its real estate assets - a path we fully believe would short change Luby's shareholders, employees and customers. Jeff Gramm previously wrote a book on shareholder activism: Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism. But writing this book - predominately a compilation of open letters authored by well-known hedge funds – does not qualify Jeff Gramm as an expert in creating shareholder value. As he himself states in the book, "Over time, I've learned I'm much better suited to finding good investment ideas than managing activist interventions or serving on corporate boards." We couldn't agree more. Notably, the entire slate of four directors nominated by Bandera have close ties to the Gramm family, starting with Senator Phil Gramm, his father. For this reason, we find it hard to believe Bandera's claims that its nominees, if elected, would act as truly independent Board members, unbeholden to Bandera and its principal Jeff Gramm. We believe that electing our proposed slate of highly-qualified nominees for the Luby's Board is the best choice to maximize the value of your investment in Luby's and improve the Company's share price. Luby's current Board and management team are successfully executing against a strategic plan designed to build long-term value for all our shareholders, and we are deeply aligned with your best interests. In stark contrast, the activist investor nominees possess virtually no restaurant operating experience, raising the question: who do you want charting the strategic course of Luby's -- seasoned executives who have successfully navigated through these waters before, or a group led by an academic and book author who wants to test out his theories with your investment? VOTE FOR YOUR BOARD'S NOMINEES ON THE WHITE PROXY CARD TODAY DO NOT SIGN ANY GOLD PROXY CARD SENT TO YOU BY BANDERA PARTNERS Sincerely, The Board of Directors of Luby's, Inc. About Luby's Houston, Texas- based Luby's, Inc. (NYSE: LUB) -- http://www.lubysinc.com/-- operates 142 restaurants nationally as of Nov. 7, 2018: 82 Luby's Cafeterias, 59 Fuddruckers, and 1 Cheeseburger in Paradise. The Company is also the franchisor for 104 Fuddruckers franchise locations across the United States (including Puerto Rico), Canada, Mexico, Panama, and Colombia. Luby's Culinary Contract Services provides food service management to 30 sites consisting of healthcare, higher education, sport stadiums, and corporate dining locations as of Nov. 7, 2018. Luby's reported a net loss of $33.56 million for the year ended Aug. 29, 2018, compared to a net loss of $23.26 million for the year ended Aug. 30, 2017. As of Aug. 29, 2018, Luby's had $199.98 million in total assets, $87.36 million in total liabilities, and $112.6 million in total shareholders' equity. Grant Thornton LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Aug. 29, 2018, noting that the Company sustained a net loss of approximately $33.6 million and net cash used in operating activities of approximately $8.5 million. The Company's term and revolving debt of approximately $39.5 million is due May 1, 2019. The Company was in default of certain debt covenants of its term and revolving credit agreements maturing on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the existing events of default resulting from any breach of certain financial covenants or the limitation on maintenance capital expenditures, in each case that may have occurred during the period from and including May 9, 2018 until Aug. 24, 2018, and any related events of default. Additionally, the lenders agreed to waive the requirements that the Company comply with certain financial covenants until Dec. 31, 2018, at which time the Company will be in default without an additional waiver or alternative financing. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. MCCLATCHY CO: Bluestone Owns 7.7% of Class A Shares as of Dec. 21 ----------------------------------------------------------------- Bluestone Financial Ltd disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Dec. 21, 2018, it beneficially owns 410,702 shares of Class A common stock of The McClatchy Company, representing 7.707 percent of the shares outstanding. The ownership percentage is based upon 5,328,547 shares of Common Stock of the Issuer issued and outstanding as of May 4, 2018, based on information reported by the Issuer in its quarterly report on Form 10-Q, filed with the SEC on May 10, 2018. Bluestone is a limited company incorporated under the laws of Bristish virgin Islands. David Tomasello is the managing director of Bluestone. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/C9I5vn About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy incurred a net loss of $332.4 million for the year ended Dec. 31, 2017, following a net loss of $34.19 for the year ended Dec. 25, 2016. As of Sept. 30, 2018, McClatchy had $1.30 billion in total assets, $149.8 million in total current liabilities, $1.39 billion in total non-current liabilities, and a stockholders' deficit of $241.22 million. * * * In March 2018, S&P Global Ratings lowered its corporate credit rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MCCLATCHY CO: Issues $193.5 Million Notes to Chatman Affiliates --------------------------------------------------------------- The McClatchy Company had entered an Indenture, among the Company, subsidiaries of the Company as guarantors and The Bank of New York Mellon, as trustee and collateral agent, pursuant to which the Company issued $193,466,000 aggregate principal amount of 6.875% Senior Secured Junior Lien Notes due 2031. The Notes were issued to affiliates of Chatham Asset Management, LLC in exchange for an equal principal amount of term loan under the Junior Lien Term Loan Credit Agreement, dated as of July 16, 2018, among the Company, the guarantors, the lenders and The Bank of New York Mellon, as administrative agent and collateral agent. The Notes are of substantially similar character as the Tranche B Junior Term Loan. As a result of this transaction, the Tranche B Junior Term Loan has been fully extinguished. The Notes mature on July 15, 2031, and bear interest at a rate of 6.875% per annum. Interest on the Notes is payable semi-annually on January 15 and July 15 of each year, commencing on Jan. 15, 2019. The Company may also redeem some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and a "make-whole" premium. The Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to: * incur certain additional indebtedness and issue preferred stock; * make certain distributions, investments and other restricted payments; * sell assets; * agree to any restrictions on the ability of restricted subsidiaries to make payments to the Company; * create liens; * merge, consolidate or sell substantially all of the Company's and the Company's subsidiaries' assets, taken as a whole; and * enter into certain transactions with affiliates. These covenants are subject to a number of other limitations and exceptions set forth in the Indenture. The Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes under the Indenture will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture may declare all of such Notes to be due and payable immediately. About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy incurred a net loss of $332.4 million for the year ended Dec. 31, 2017, following a net loss of $34.19 for the year ended Dec. 25, 2016. As of Sept. 30, 2018, McClatchy had $1.30 billion in total assets, $149.76 million in total current liabilities, $1.39 billion in total non-current liabilities, and a stockholders' deficit of $241.22 million. * * * In March 2018, S&P Global Ratings lowered its corporate credit rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MCCLATCHY CO: Provides Outlook for Second Half and Q4 2018 ---------------------------------------------------------- The McClatchy Company has provided an update for its expectations of certain financial metrics for the second half of 2018 and the quarter ending Dec. 30, 2018. Second Half of 2018 Revenue and Expense Outlook * Advertising: The Company expects there will be favorable year-over-year comparable trends in the fourth quarter of 2018; political revenue from the midterm elections, among other areas of digital advertising, are expected to improve second half of 2018 advertising revenue trends in comparison to first half of 2018 performance. * Audience: The Company expects the improved year-over-year trends seen in the third quarter of 2018 to continue in the fourth quarter of 2018 driven by sequential growth in digital subscriptions, tighter paywalls and pricing actions. Second half of 2018 audience revenues are expected to be down in the low single-digit range, an improvement over the first half of 2018. * Total Revenue: The Company expects total revenue trends to improve in the fourth quarter of 2018, driving second half of 2018 results to be ahead of first half of 2018 trends. * Operating Expenses: The Company expects cost-reduction efforts put in place in the third quarter of 2018 will take effect in the fourth quarter of 2018, which will improve expense declines in comparison to the third quarter of 2018. Operating expenses for the second half of 2018 are expected to decline in the low to mid-single digit range, when excluding real estate activity. Fourth Quarter 2018 Adjusted EBITDA Outlook * Fourth quarter 2018 Adjusted EBITDA, excluding real estate gains, is expected to be in the range of 8% to 12% less than that of the fourth quarter of 2017, driven by improved revenue trends and additional expense controls mentioned above. This represents a strong improvement over the third quarter of 2018 and 2018 year-to-date results. * Fourth quarter 2018 Adjusted EBITDA, with the impact of real property sales included, is expected to be in the range of 22% to 27% less than that of the fourth quarter of 2017. Real estate gains of $14.3 million were recorded in the fourth quarter of 2017; Q4 2018 real estate sales are expected to have nominal book gains. For fiscal year 2018, real property sales are expected to exceed Wall Street guidance. By year-end, the Company expects to have sold real property in the Tacoma, Washington area; Lexington, Kentucky; Columbia, South Carolina; and other markets for gross proceeds of approximately $27.8 million and after-tax proceeds of approximately $22.2 million -- all of which were or are expected to be used to reduce debt. About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy incurred a net loss of $332.4 million for the year ended Dec. 31, 2017, following a net loss of $34.19 for the year ended Dec. 25, 2016. As of Sept. 30, 2018, McClatchy had $1.30 billion in total assets, $149.8 million in total current liabilities, $1.39 billion in total non-current liabilities, and a stockholders' deficit of $241.22 million. * * * In March 2018, S&P Global Ratings lowered its corporate credit rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MELINTA THERAPEUTICS: Secures $135 Million Loan Commitment ---------------------------------------------------------- Melinta Therapeutics, Inc., and Vatera Healthcare Partners LLC, and Vatera Investment Partners LLC have entered into a commitment letter for a $135 million senior subordinated convertible loan facility, and terminated the Original Purchase Agreement dated Nov. 19, 2018 (except for the obligation of the Company to indemnify Vatera and its affiliates for losses arising out of the transactions contemplated by the Original Purchase Agreement). Pursuant to the Debt Commitment Letter, VHP committed to provide $100 million, and VIP committed to provide $35 million, of the Loan Facility. The Loan Facility is drawable by the Company and the proceeds of the Convertible Loans will be used for general corporate purposes. The Convertible Loans will be guaranteed by each of the Company's direct or indirect subsidiaries that guarantees the Company's obligations under the Facility Agreement, dated as of Jan. 5, 2018, by and among the Company, Cortland Capital Market Services LLC and the loan parties and lenders. The Convertible Loans will be senior unsecured obligations of the Company and each guarantor and will be contractually subordinated to the obligations under the Credit Agreement. The Convertible Loans will bear interest at a rate equal to 5.0% per annum, which interest will be payable in kind by being added to the principal balance of the Convertible Loans at the end of each fiscal quarter (and will bear interest once added to such principal balance), other than a portion thereof in an amount sufficient to cover any income taxes that would otherwise be payable by the lender in respect of "phantom income" on such paid-in-kind interest, which will be payable in cash in arrears at the end of each fiscal quarter. The maturity date of the Convertible Loans will be Jan. 6, 2025. The Convertible Loans will be convertible at the option of each lender into shares of convertible preferred stock of the Company at a conversion price of $1.60 per share. The preferred stock will be further convertible at the option of each lender into shares of common stock of the Borrower at the Conversion Price (i.e., the initial conversion price of the preferred stock will be the same as the then applicable Conversion Price). The preferred stock will be non-participating, convertible preferred stock, with no dividend rights (other than to participate in dividends on the Company's common stock on an as-converted basis) or voting rights, and will be senior to the common stock upon liquidation (with a liquidation preference equal to the Base Amount). The number of shares of preferred stock issuable upon conversion of the Convertible Loans will be equal to (i) the aggregate principal amount of such Convertible Loans being converted (including any interest paid in kind that has been added to the principal balance of such Convertible Loans at the end of a fiscal quarter), plus any accrued and unpaid interest that is to be paid in kind at the end of the next fiscal quarter but has not yet been so paid, plus the portion of any Exit Fee attributable to the committed amount of the Convertible Loans being so converted (clause (i), collectively, the "Base Amount"), divided by (ii) the then applicable Conversion Price for the Convertible Loans. The number of shares of common stock issuable upon the further conversion of the preferred stock will be equal to (i) the Base Amount (i.e., the liquidation preference of the preferred stock) divided by (ii) the then applicable Conversion Price for the preferred stock. The Conversion Price will be subject to adjustments customary for convertible notes for splits or combinations of, recapitalization or reclassification of, and the payment of dividends on, the common stock, as well as the distribution of rights, options or warrants to all or substantially all holders of common stock at a price less than the five-trading-day volume weighted average price of the common stock, and any tender offer by the Borrower for common stock at an amount exceeding the five-trading-day volume weighted average price of the common stock; provided that the Conversion Price of the preferred stock shall not be subject to adjustment for any dividends or distributions in which the preferred stock participates. The issuance of additional shares of common stock or other securities (except for stock dividends on the common stock), including pursuant to employee equity plans, warrants or other exercisable or convertible securities, shall be excluded from such adjustments. The Conversion Price also will be subject to decrease in the event the lender converts the Convertible Loans in connection with a "fundamental change" (to be defined in a manner customary for convertible notes), based on a customary make-whole table with inputs relative to either the average of the last reported sale prices of the common stock over the five trading day period ending on and including the trading day immediately preceding the effective date of the fundamental change (or the date of the prepayment notice, as applicable) or the cash price paid per share of common stock in the transaction; provided that, to the extent the Conversion Price would be decreased to an amount that would cause the number of underlying shares of preferred stock or common stock to exceed the amount of the then available authorized shares, the Company will obtain stockholder approval to increase the number of authorized shares or, absent such approval, the Conversion Price will be decreased to the Floor Amount and the balance of any make-whole amount will be paid in cash rather than settled in stock. An exit fee of 1% of the aggregate amount of Convertible Loans funded under the Loan Facility will be payable upon repayment or conversion of such funded amount (payable in stock in the case of conversion). In addition, an Exit Fee of 3% on the portion of the aggregate committed amount of Convertible Loans not funded under the Loan Facility will be payable on any repayment in full or conversion in full of the Convertible Loans (payable in stock in the case of conversion). Upon the occurrence of a change of control, the lenders will have the right to either convert the Convertible Loans or require payment in full at par plus accrued and unpaid interest. To the extent permitted under the subordination agreement with the lenders under the Credit Agreement, the Convertible Loans may be prepaid in whole or in part without premium or penalty, together with accrued but unpaid interest, subject to the payment of a call premium (in an amount customary for convertible notes similar to the Convertible Loans) upon 15 business days' prior written notice; provided, that no prepayment will be permitted if the volume-weighted average price of the common stock for five trading days ending on and including the trading day immediately preceding the giving of the prepayment notice exceeds the then applicable Conversion Price. In the event the Company elects to prepay the Convertible Loans, the lender will have the right, prior to such prepayment, to convert all or a portion of the Convertible Loans to be so prepaid at the Fundamental Change Conversion Price described above. Subject to the conditions precedent set forth in the Debt Commitment Letter (which will be reflected in the Loan Facility), $75 million of Convertible Loans will be drawn in a single draw on the initial closing date, an additional up to $25 million of Convertible Loans may be drawn in a single draw after March 31, 2019, and an additional up to $35 million of Convertible Loans (subject to reduction as set forth in the Debt Commitment Letter) may be drawn in a single draw after June 30, 2019 (but no later than July 10, 2019). If the Company has received a bona fide offer from a third party to acquire 19% or more of the capital stock of the Company (whether through merger, purchase or otherwise) and as of the date of such offer the aggregate amount of Convertible Loans funded under the Loan Facility does not equal or exceed $75 million, VHP will have the right (but not the obligation) to make a Convertible Loan in an amount up to such unfunded amount (such that the total amount of the Convertible Loans funded after giving effect thereto is $75 million) prior to the consummation of such transaction. About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- http://www.melinta.com/-- is a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the hospital and select non-hospital, or community, settings that address the need for effective treatments for infections due to resistant gram-negative and gram-positive bacteria. The Company currently market four antibiotics to treat a variety of infections caused by these resistant bacteria. Deloitte & Touche LLP, in Chicago, Illinois, 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, stating that the Company's recurring losses from operations and its need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. Melinta reported a net loss available to common shareholders of $78.17 million in 2017, a net loss available to common shareholders of $95.04 million in 2016, and a net loss available to common shareholders of $94.92 million in 2015. As of Sept. 30, 2018, the Company had $482.30 million in total assets, $247.5 million in total liabilities and $234.78 million in total shareholders' equity. MESABI METALLICS: Court Narrows Claims in Cliffs' Countersuit ------------------------------------------------------------- Bankruptcy Judge Brendan Linehan Shannon granted in part and denied in part Mesabi Metallics Company LLC f/k/a Essar Steel Minnesota LLC's motion to dismiss the counterclaims and third-party claims of Cleveland-Cliffs, Inc and Cleveland-Cliffs Minnesota Land Development, LLC in the case captioned MESABI METALLICS COMPANY LLC, Plaintiff, v. CLEVELAND-CLIFFS INC. (F/K/A CLIFFS NATURAL RESOURCES INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC; GLACIER PARK IRON ORE PROPERTIES LLC, and DOES 1-10 Defendants. CLEVELAND-CLIFFS INC. (F/K/A CLIFFS NATURAL RESOURCES INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC; and GLACIER PARK IRON ORE PROPERTIES LLC, Counterclaim-Plaintiffs, v. MESABI METALLICS COMPANY LLC, Counterclaim-Defendant. CLEVELAND-CLIFFS INC. (F/K/A CLIFFS NATURAL RESOURCES INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC, Third-Party Plaintiffs, v. CHIPPEWA CAPITAL PARTNERS, LLC; and THOMAS M. CLARKE, Third-Party Defendants, Adv. Proc. No. 17-51210 (BLS)(Bankr. D. Del.) Mesabi commenced this adversary proceeding against Cleveland-Cliffs, Inc. on Sept. 7, 2017. Subsequently, Mesabi filed a Second Amended Complaint that asserted additional claims against Glacier Park Iron Ore Properties LLC and Cleveland-Cliffs Minnesota Land Development LLC. In response, Cliffs filed four Counterclaims. Cliffs alleges (1) tortious interference with contractual relations against Mesabi, Chippewa, and Thomas Clarke; (2) civil conspiracy to commit tortious interference against Mesabi, Chippewa, and Thomas Clarke; (3) aiding and abetting tortious interference against Chippewa and Thomas Clark; and (4) libel against Thomas Clarke. Mesabi, Chippewa, and Thomas Clarke then filed a Motion to Dismiss Cliffs' Counterclaims pursuant to Fed. R. P. 12(b)(1) for lack of subject-matter jurisdiction and 12(b)(6) for failure to state a claim upon which relief can be granted. Here, the Court concludes Cliffs has alleged enough to survive Mesabi's Motion to Dismiss. However, the Court notes that this Motion to Dismiss arises under procedurally unusual circumstances because that the Court has already issued a ruling on Summary Judgment in this adversary proceeding. The Court further notes that under Noerr-Pennington, the tortious interference claim would only survive if Mesabi's threatened lawsuit was objectively meritless. Given the Court's extensive familiarity with this dispute, it observes that Cliffs bears a heavy burden to demonstrate that the suit is a sham, notwithstanding the ruling adverse to Mesabi. On a motion to dismiss, a complaint only needs to allege facts sufficient to "plausibly establish" that the litigation activity was baseless to avoid dismissal under the Noerr-Pennington doctrine. On a strict reading of Rule 12, Cliffs has done so and its claim for tortious interference will survive Mesabi's Motion. Mesabi has also moved to dismiss Cliffs' claims for civil conspiracy and aiding and abetting in the commission of the tortious interference. In support of its Motion, Mesabi argues Cliffs failed to state a claim for the underlying tortious interference and relies on the argument articulated above. Therefore, it posits, Cliffs' claims for conspiracy and aiding and abetting must also fail. The Court finds that Mesabi has adequately pleaded a claim for tortious interference and also, therefore, claims for civil conspiracy and aiding and abetting. Cliffs' Counterclaims II and III will survive Mesabi's Motion. Finally, Mesabi has moved to dismiss Cliffs' claim for libel against Clarke. The Plaintiffs have challenged Cliffs' libel claim on numerous grounds, including that this Court lacks jurisdiction, that the statements are not defamatory, and that Cliffs is a public figure and has failed to plead actual malice. Upon consideration of the arguments advanced by the Plaintiffs and Cliffs, the Court concludes that it does not have jurisdiction to adjudicate Cliffs' libel claim. Based on the foregoing, Mesabi's Motion is granted in part and denied in part. Cliffs has asserted sufficient facts that form the basis of cognizable claims for tortious interference, conspiracy, and aiding and abetting. However, Cliffs' claim against Clarke for libel is dismissed pursuant to Fed. R. Civ. P. 12(b)(1). A copy of the Court's Memorandum Order dated Dec. 10, 2018 is available at https://bit.ly/2PZbIsA from Leagle.com. ESML Holdings Inc., Debtor, represented by Justin R. Alberto, Bayard, P.A., Daniel N. Brogan -- dbrogan@bayardlaw.com -- Bayard, P.A., Susan Fennessey, Essar Steel Minnesota LLC & Evan T. Miller -- emiller@bayardlaw.com -- Bayard, P.A. U.S. Trustee, U.S. Trustee, represented by Linda J. Casey, Office of United States Trustee. OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee, represented by Jeffrey R. Alexander, Kasowitz Benson Torres LLP, Andrew K. Glenn -- aglenn@kasowitz.com -- Kasowitz Benson Torres LLP, Daniel K. Hogan, HoganMcDaniel, Emily L. Kuznick, Kasowitz Benson Torres LLP, Garvan F. McDaniel, Hogan McDaniel, Robert M. Novick, Kasowitz Benson Torres LLP, Mark P. Ressler, Kasowitz Benson Torres LLP, Adam L. Shiff -- ashiff@kasowitz.com -- Kasowitz Benson Torres LLP,Matthew B. Stein, Kasowitz Benson Torres LLP & Stephen W. Tountas -- stountas@kasowitz.com -- Kasowitz Benson Torres LLP, pro hac vice. About Essar Steel Minnesota Essar Steel Minnesota LLC, now known as Mesabi Metallics Company LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. Madhu Vuppuluri, president and CEO, signed the petitions. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debt at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debt at $1 billion to $10 billion. Judge Brendan Linehan Shannon is the case judge. Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serve as counsel to the Debtors. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee retained Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. Garvan F. McDaniel, at Hogan McDaniel, act as Delaware counsel. David MacGreevey, at Zolfo Cooper, LLC, is the Committee's financial advisor. MESABI METALLICS: Court Narrows Claims in GPIOP Countersuit ----------------------------------------------------------- Bankruptcy Judge Brendan Linehan Shannon granted in part and denied in part debtor Mesabi Metallics Company LLC f/k/a Essar Steel Minnesota LLC's motion to dismiss Glacier Park Iron Ore Properties, LLC’s counterclaims for tortious interference and breach of contract in the case captioned MESABI METALLICS COMPANY LLC, Plaintiff, v. CLEVELAND-CLIFFS INC. (F/K/A CLIFFS NATURAL RESOURCES INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC; GLACIER PARK IRON ORE PROPERTIES LLC, and DOES 1-10 Defendants. CLEVELAND-CLIFFS INC. (F/K/A CLIFFS NATURAL RESOURCES INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC; and GLACIER PARK IRON ORE PROPERTIES LLC, Counterclaim-Plaintiffs, v. MESABI METALLICS COMPANY LLC, Counterclaim-Defendant. CLEVELAND-CLIFFS INC. (F/K/A CLIFFS NATURAL RESOURCES INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC, Third-Party Plaintiffs v. CHIPPEWA CAPITAL PARTNERS, LLC; and THOMAS M. CLARKE, Third-Party Defendants, Adv. Proc. No. 17-51210 (BLS) (Bankr D. Del.). Mesabi argued that each of GPIOP's counterclaims should be dismissed under Rule 12(b)(6). Mesabi asserts GPIOP has offered only vague factual assertions that fall well short of asserting a cognizable claim for tortious interference. It addition, Mesabi argued GPIOP relinquished any claims it held under the Mineral Leases when it failed to object to the Claim Transfer. In response, GPIOP argued it has articulated sufficient facts for tortious interference--namely the "threats and actions" that Mesabi allegedly undertook to interfere with the Land Agreement. Moreover, GPIOP maintained that the Claim Transfer to Cliffs applied only to the claim for rejection damages. Therefore, it posited it still holds its remaining claims for other damages that arose under the Mineral Leases. GPIOP's Counterclaim alleged Mesabi undertook "threats and actions" that interfered with the Land Agreement, but it does not identify any specific threats or actions. GPIOP suggested Mesabi tortiously interfered with the Land Agreement when it filed its Second Amended Complaint and added GPIOP and Cliffs as defendants in this adversary. GPIOP asserted the threat of a lawsuit can be cognizable as evidence of an intentional procurement of the breach of contract, and in support cites to Inline Packaging, LLC v. Graphic Packaging Int'l, Inc. GPIOP's argument fails for two reasons. First, the facts asserted in the Counterclaims are insufficient to raise GPIOP's right to relief "above the speculative level." GPIOP properly pleads the existence of a contract, but the balance of its allegations amounts to little more than a "formulaic recitation of the elements of a cause of action." Without any supporting facts, GPIOP postulates Mesabi "has been aware of the [Land Agreement] and conveyances thereunder," that "its conduct was not justified," and that GPIOP "has suffered damages." GPIOP additionally alleges Mesabi made "threats" and undertook "actions" meant to "impair the parties' performance" of the contract, but it falls short of naming specific instances. GPIOP also fails to allege the Land Agreement was actually breached, rendering its claim for damages unsupported by facts and, ultimately, conclusory. Second, GPIOP has not recited facts that would amount to a claim of tortious interference on the basis of Mesabi's lawsuit against Cliffs. GPIOP has not alleged any facts that would suggest Mesabi's lawsuit is objectively meritless. GPIOP's claim for tortious interference states in a conclusory fashion that through "threat and actions . . . Mesabi tortiously interfered with and attempted to impair the parties' performance of the [Land Agreement]." [AP Docket No. 30]. Such a vague allegation of wrongdoing falls short of articulating of facts that suggest Mesabi's actions fall into the "sham litigation" exception to Noerr-Pennington. GPIOP has therefore failed to state a claim for tortious interference. GPIOP's second Counterclaim asserted a claim for Mesabi's failure to meet the Production Threshold under the Mineral Leases. Mesabi maintained that pursuant to the Claim Transfer, GPIOP no longer has standing to litigate this cause of action. The Court holds that GPIOP has satisfied its burden for purposes of 12(b)(6). GPIOP has alleged facts sufficient to form the basis of an action for breach of contract for Mesabi's alleged failure to meet the Production Threshold. Construing all facts in favor of GPIOP, it appears GPIOP transferred only the claim for rejection damages to Cliffs and maintains standing to pursue other claims related to the Mineral Leases. Additionally, GPIOP has adequately pled each of the elements of a breach of contract. A copy of the Court's Opinion dated Dec. 12, 2018 is available at https://bit.ly/2AfXK0x from Leagle.com. Mesabi Metallics Company LLC, Plaintiff, represented by Justin R. Alberto -- jalberto@bayardlaw.com -- Bayard, P.A., Craig H. Averch -- caverch@whitecase.com -- Joshua A. Berman , White & Case LLP, Daniel N. Brogan – dbrogan@bayardlaw.com -- Bayard, P.A., Matthew C. Brown , White & Case, LLP, Susan Fennessey , Essar Steel Minnesota LLC, Ronald K. Gorsich , White & Case, LLP, Mark E. Gustafson , White & Case LLP, Thomas E Lauria , White & Case LLP, Evan T. Miller , Bayard, P.A., Charles C. Moore , White & Case LLP, Camber Stoddard , White & Case LLP & Joshua Weedman , White & Case LLP. Cleveland-Cliffs, Inc. & Cleveland-Cliffs Minnesota Land Development LLC, Defendants, represented by M. Blake Cleary -- mbcleary@ycst.com -- Young, Conaway, Stargatt & Taylor, Adam J. Joines , Jones Day, Kristin S.M. Morrison , Jones Day & Michael S. Neiburg , Young Conaway Stargatt & Taylor, LLP. Does 1-10, Defendant, pro se. Glacier Park Iron Ore Properties LLC, Defendant, represented by William Pierce Bowden -- WBowden@ashbygeddes.com --Ashby & Geddes, P.A., Christopher J. Harayda -- christopher.harayda@FaegreBD.com -- Faegre Baker Daniels LLP, Frederick T. Mickler, IV , Ashby & Geddes & Dennis M. Ryan -- dennis.ryan@FaegreBD.com -- Faegre Baker Daniels LLP. About Essar Steel Minnesota Essar Steel Minnesota LLC, now known as Mesabi Metallics Company LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. Madhu Vuppuluri, president and CEO, signed the petitions. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debt at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debt at $1 billion to $10 billion. Judge Brendan Linehan Shannon is the case judge. Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serve as counsel to the Debtors. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee retained Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. Garvan F. McDaniel, at Hogan McDaniel, act as Delaware counsel. David MacGreevey, at Zolfo Cooper, LLC, is the Committee's financial advisor. MILIO INTERNATIONAL: Case Summary & 8 Unsecured Creditor -------------------------------------------------------- Debtor: Milio International Limited PO BOX 923007 Dubai, UAE Business Description: Milio International is a crude and products trading firm with supporting activities across the O&G spectrum, including upstream, midstream and downstream fuel operations and infrastructure. Chapter 11 Petition Date: December 30, 2018 Court: United Bankruptcy Court District of Minnesota (St Paul) Case No.: 18-34017 Judge: Hon. William J. Fisher Debtor's Counsel: John D. Lamey, III, Esq. LAMEY LAW FIRM, P.A. 980 Inwood Ave N Oakdale, MN 55128 Tel: 651-209-3550 E-mail: bankrupt@lameylaw.com jlamey@lameylaw.com Total Assets: $6,000,000 Total Liabilities: $73,008,113 Estimated Liabilities: $50 million to $100 million The petition was signed by John P. Hart, director. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mnb18-34017.pdf List of Debtor's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Christopher and $12,976,734 David St. George c/o Carey Olsen - Ben Mays Rodus Building, Road Reef Marina, Rd Twn Tortola, British Virgin Islands Christopher Garner $150,000 28 Wyatt House Frampton Street London NW8 8nd, UK Cornelius Gregg $775,000 PO Box 53619 Dubai United Arab Emirates James Turnbull $2,800,000 Beach House 7 Lower Mall Hammersmith, London, UK John Hart $1,250,000 PO Box 923007 Dubai United Arab Emirates Milio DMCC Guarantee $2,928,841 PO Box 340581 40th Floor Almas Tower Jumeirah Lakes Towers, Dubai, UAE Milio E+P Guarantee $2,928,841 PO Box 340581 40th Floor Almas Tower Jumeirah Lakes Dubai UAE Milio International Ltd Guarantee $43,198,697 (Jersey) PO Box 340581 40th Floor Almas Tower Jumeirah Lakes Dubai, United Arab Emirates MOORE CHROME: Taps Advanced Bookkeeping as Accountant ----------------------------------------------------- Moore Chrome Products Company received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Advanced Bookkeeping and Tax Preparation as its accountant. The firm, through its bookkeeper Jan Burkett, will prepare the Debtor's tax returns; assist in the completion of monthly reports; review claims against the Debtor; assist in the preparation of financial reports for the Debtor's plan of reorganization; and provide other accounting services related to the Debtor's Chapter 11 case. Advanced Bookkeeping will charge these hourly fees: Jan Burkett $70 Administrative/Clerical Staff $50 Ms. Burkett disclosed in a court filing that she does not hold any interest adverse to the interest of the Debtor's bankruptcy estate, creditors and equity security holders. Advanced Bookkeeping can be reached through: Jan Burkett Advanced Bookkeeping and Tax Preparation 7131 Spring Meadows West Drive Suite D-3 Holland, OH 43528 Phone: (419) 249-0200 About Moore Chrome Products Company Moore Chrome Products Company is a privately-held company engaged in the business of plating of metals or formed products. Moore Chrome Products sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-33177) on Oct. 11, 2018. In the petition signed by Scott W. Backus, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge John P. Gustafson presides over the case. The Debtor tapped Diller and Rice, LLC as its legal counsel. MUSCLEPHARM CORP: Stockholders Elect Four Directors --------------------------------------------------- The 2018 Annual Meeting of Stockholders of MusclePharm Corporation was held on Dec. 7, 2018, at which the stockholders: (a) elected Ryan Drexler, John J. Desmond, William J. Bush, and Brian Casutto to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors have been elected and qualified, or until their earlier resignation, removal or death; (b) ratified the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2018; and (c) approved, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on Oct. 26, 2018. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.musclepharm.com/and http://www.musclepharmcorp.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 Sept. 30, 2018, the Company had $28.34 million in total assets, $45.82 million in total liabilities, and a total stockholders' deficit of $17.47 million. NMS FABRICATIONS: Seeks Feb. 28 Exclusive Filing Period Extension ----------------------------------------------------------------- NMS Fabrications, Inc., requests the U.S. Bankruptcy Court for the Eastern District of New York to further extend the exclusive periods within which it may file a chapter 11 plan and solicit acceptances of such plan through and including Feb. 28, 2019 and April 30, 2019, respectively. The Debtor also requests entry of a bridge order extending exclusivity, running from Dec. 31, 2018 through and including the conclusion of the hearing on the Motion to Extend which is currently scheduled for Jan. 17, 2019. The Debtor has been working toward being able to formulate, file and seek confirmation of a plan of reorganization, and therefore, ample cause exists for granting an extension of the Debtor's Exclusive Periods. The Debtor relates that most of the prior rolling extensions of those periods to date were the result of discussions with counsel to the Lepelstats, shareholders in the Debtor's affiliate, NMSOOH, Inc., in attempting to resolve a motion to dismiss the bankruptcy case of NMSOOH, which case was dismissed effective Dec. 3, 2018. The Debtor claims that such extensions were necessary to preserve the status quo during that process of negotiations. The Debtor has been focused on bringing in and completing jobs. As of several days ago, it had outstanding receivables of $34,500 with two large jobs in process and bids out for work of more than $500,000. The Debtor believes that collection of those receivables and completion of its current jobs, and continuing to book new jobs, will provide a framework for proposing and confirming a viable plan of reorganization. The Debtor asserts that it just requires a bit more time to know that the future will continue to be brought in. Moreover, the Debtor believes that the requested extension will also give it time to complete a move of its location to higher quality and less expensive space, which the Debtor anticipates undertaking and completing during the first several weeks of January 2019. Also, in reviewing the claims against it, the Debtor determines that its non-tax and non-executory equipment lease claims total less than $50,000. The Debtor believed that the large tax claim filed by the Internal Revenue Service is based on estimates that should be reduced substantially upon the filing of 940 and 941 payroll tax returns for 2017. About NMSOOH, Inc., d/b/a National Media Services NMSOOH, Inc., based in Copiague, NY, and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 18-72671) on April 20, 2018. The Hon. Louis A. Scarcella (18-72671) and Robert E. Grossman (18-72675) preside over the cases. In the petition signed by Eric S. Drucker, president and CEO, the Debtors estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Richard J. McCord, a partner of Certilman Balin Adler & Hyman, LLP, serves as bankruptcy counsel. OFFSHORE SPECIALTY: Default Judgment in Favor of Klein Reversed --------------------------------------------------------------- Appellants in the case captioned OFFSHORE EXPRESS, INC., OFFSHORE SPECIALTY FABRICATORS, LLC, OFFSHORE INTERNATIONAL GROUP, OFFSHORE SHIPBUILDING, INC., AVID, LLC, AVID AIR, LLC, FAIRWAYS, INC., FAIRWAYS EXPLORATION AND PRODUCTION, LLC, PISCO PORTON, LLC, AND FS AIR SERVICE, INC., Appellants, v. KLEIN INVESTIGATIONS AND CONSULTING, A DIVISION OF KLEIN INVESTMENTS, INC., Appellee, No. 09-17-00333-CV (Tex. App.) appeal from the trial court's Severed Default Judgment rendered in favor of Appellee Klein Investigations and Consulting, a Division of Klein Investments, Inc. Appellants also bring an interlocutory appeal of the trial court's denial of its Motion to Dismiss Plaintiff's Motion for Sanctions Under the Texas Citizens Participation Act ("TCPA"). Upon review the Texas Court of Appeals reverses and remands in part and dismisses in part. Appellants' first four issues pertain to the default judgment rendered against them. In their first issue, Appellants argue that the trial court's default judgment was void because Appellee's defective service of process deprived the trial court of jurisdiction over Appellants. Appellants' second issue argues that the trial court erred in granting default judgment because Appellants' motion to transfer venue was pending. Appellants' third issue argues that the "single business enterprise" theory upon which the trial court granted default judgment is not a valid theory of liability. And Appellants' fourth issue argues that the consequential damages awarded in the default judgment are not recoverable on a breach of contract claim. When a defendant has not answered, a trial court acquires jurisdiction over that defendant solely on proof of proper service. A party obtaining a default judgment must demonstrate that it complied with the rules for service of citation to withstand a direct attack on the judgment. A default judgment cannot withstand a direct attack by a defendant who demonstrates that it was not served in strict compliance with the Texas Rules of Civil Procedure. Under the Texas Rules of Civil Procedure, citation may be served by "mailing to the defendant by registered or certified mail, return receipt requested, a true copy of the citation with a copy of the petition attached thereto. The Texas Supreme Court requires strict compliance with the rules for service of citation and proper service must affirmatively appear on the record for a default judgment to withstand direct attack. If the record as a whole, including the petition, citation, and return, shows that the citation was served on the defendant in the suit, service of process will not be invalidated. Here, Appellee filed a Notice of Filing Return of Service in which the Appellee alleged that each defendant was "served via certified mail, return receipt requested on May 11, 2017[.]" In the Returns of service, completed by the process server and filed of record with the clerk of court on May 22, 2017, the process server states that the citation was served on each defendant "in person" on May 8, 2017. In the exhibit attached to the Notice of Filing Return of Service there is a document titled "USPS Tracking Results" and it is attached as an exhibit to the motion for default judgment. According to the USPS Tracking Results document, an item was "Delivered, Front Desk/Reception" and "Your item was delivered to the front desk or reception area at 10:38 am on May 11, 2017 in HOUSTON, TX 77040[,]" but the document does not include the delivery address or the name of any addressee. The record does not include copies of any "green cards" (USPS Form 3811) establishing the date of delivery of the certified mail and there is no name of the person(s) accepting the delivery. Therefore, the record does not show strict compliance with the Texas Rules of Civil Procedure for service of process and return of service. Based on the record, the Court concludes that the trial court erred in rendering a default judgment. Appellants' fifth and sixth issues address whether the trial court properly dismissed Appellants' motion to dismiss brought under the TCPA. Appellants' fifth issue argues that Appellants showed, by a preponderance of the evidence, that Appellee's motion for sanctions was based on Appellants' exercise of the right to petition. Appellants' sixth issue argues that Appellee failed to marshal clear and specific evidence of a prima facie case for each essential element of its motion for sanctions. The Court finds that the trial court's plenary power terminated before the Appellee filed its Motion for Sanctions and before the Appellants filed their motion to dismiss under the TCPA. The order granting the severed default judgment was a final, appealable judgment that disposed of all claims in the severed action. This Court acquired appellate jurisdiction on the appeal of the default judgment. Any judicial action taken by the trial court after the trial court's plenary power expired is void. An appellate court has no jurisdiction to consider the merits of an appeal from a void judgment. The Court concludes that the trial court lost plenary power over trial cause number B-199,953-A after Appellants appealed the default judgment, and the denial of the motion to dismiss under the TCPA from which Appellants' purport to bring an interlocutory appeal is void for lack of jurisdiction. Because the Court lacks jurisdiction to consider the merits of an appeal from a void judgment, the Court dismisses the interlocutory appeal (Appellants' fifth and sixth issues) related to the motion to dismiss under the TCPA. A copy of the Court's Memorandum Opinion dated Dec. 13, 2018 is available at https://bit.ly/2LysWwu from Leagle.com. Matthew S.C. Hansel -- mhansel@hanszenlaporte.com -- Jon B. Burmeister, Jeffrey L. Dorrell -- jdorrell@hanszenlaporte.com -- for Pisco Portion, LLC, Avid, LLC, Offshore Express, Inc., FS Air Services, Inc., Fairways, Inc., Offshore Specialty Fabricators, LLC, Offshore International Group, Avid Air, LLC, Fairways Exploration and Production, LLC and Offshore Shipbuilding, Inc., Appellants. Jeffrey L. Dorrell, for Kallop Enterprises, LLC. John S. Morgan, for Klein Investigations and Consulting, a Division of Klein Investments, Inc., Appellee. About Offshore Specialty Fabricators Offshore Specialty Fabricators, LLC -- http://www.osf-llc.com/-- provides decommissioning project management utilizing its heavy lift derrick barges for the installation and removal of oil and gas facilities in the Gulf of Mexico. Its facility is located at 115 Menard Rd. in Houma, Louisiana. Offshore Specialty has been providing offshore construction solutions to the international and domestic oil and gas industry for more than 20 years. Offshore Specialty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35623) on Oct. 1, 2017. In the petition signed by CEO Tammy Naron, the Debtor estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. The Debtor hired Diamond McCarthy LLP as counsel, and Koch & Schmidt Law Firm, as special counsel. Judge Marvin Isgur presides over the case. On Oct. 25, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. PACHANGA INC: SSG Acted as Investment Banker in Asset Sale ---------------------------------------------------------- SSG Capital Advisors, LLC ("SSG") acted as the investment banker to Pachanga, Inc., et al, d/b/a FIKA ("FIKA" or the "Company") in the sale of substantially all of its assets to an affiliate of FIKA's senior secured lenders ("FIKA Acquisitions LLC"). The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the Southern District of New York. The transaction closed in November 2018. Founded in 2006 and headquartered in New York City, FIKA operates a chain of specialty espresso bars and restaurants. The Company also manufactures award-wining chocolates and other wholesale products for high end food retailers. The Swedish concept of "fika" means "to drink coffee" and FIKA was created to represent the coffee culture in Sweden where taking a break to enjoy several fikas a day is a common tradition. FIKA operates espresso bars at six locations, a bakery and kitchen, a chocolate factory and conducts catering and e-commerce businesses. After several years of organic and steady growth, FIKA's operations underwent rapid expansion in 2013 by bringing in an outside investor and opening twelve more stores (for a total of 17 locations) in 2014 and 2015. The rapid expansion required significant start-up costs for each of the locations before they could become profitable. FIKA was unable to secure additional funding to cover the expansion costs and its operations could not absorb the increased start-up expenses from the new retail locations. The legacy costs from the aggressive expansion prompted FIKA to identify alternate sources for funding but no party agreed to provide capital so the Company was forced to return to a streamlined, conservative business model centered on profitable stores. In early 2018, FIKA reached an agreement in principle with an affiliate of a large national distributor regarding a potential investment in the Company in connection with the prepetition purchase of its debt and an acquisition of FIKA's assets through a section 363 sale in bankruptcy. FIKA anticipated a bankruptcy filing to effectuate the acquisition; however the timing of the filing was accelerated by the closure of the retail stores by the New York State Department of Taxation and Finance, which caused severe disruptions to the Company's operations and resulted in the prompt commencement of the bankruptcy filing in September 2018. SSG was retained in September 2018 to conduct a comprehensive marketing process and solicit offers from potential strategic and financial parties. After extensive marketing and discussion with potential interested parties, the stalking horse credit bid submitted by FIKA Acquisitions LLC was determined to be the highest and best price for substantially all of the Company's assets. SSG's industry knowledge from prior transactions and experience with efficient Chapter 11 sale processes enabled the Company to maximize the value of the assets and emerge from bankruptcy in a timely manner. Other professionals who worked on the transaction include: * Paul A. Rubin and Hanh V. Huynh of Rubin LLC, counsel to Pachanga, Inc., d/b/a FIKA; * Eddy Friedfeld, Independent Director to Pachanga, Inc., d/b/a FIKA; and * Frederick "Erik" E. Schmidt, Jr. of Cozen O'Connor, counsel to FIKA Acquisitions LLC. About Pachanga, Inc. Fika -- https://www.fikanyc.com/ -- is a Manhattan-based coffee chain heavily inspired by Swedish heritage and flavors with an innovative and modern twist. FIKA opened its doors to its very first location at Central Park South, on Manhattan's 58th street in September of 2006. Pachanga, Inc., d/b/a FIKA, and certain of its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-12767) on Sept. 14, 2018. In the petitions signed by Lars Akerlund, president, the Debtors disclosed $526,539 in assets and $13,329,636 in debt. The case is assigned to Judge Michael E. Wiles. Rubin LLC is the bankruptcy counsel, and SSG Advisors, LLC, is the investment banker. PACIFIC THOMAS: Lease Agreements Void, Bankr. Court Rules --------------------------------------------------------- In the case captioned Kyle Everett, Chapter 11 Trustee, Plaintiff, v. Randall Whitney, et. al., Defendants, Adv. No. 14-05114 (Bankr. N.D. Cal.), Bankruptcy Judge M. Elaine Hammond issued a supplement to decision after trial following the 9th Circuit's remand of the adversary proceeding "to determine whether the parties' various lease agreements (the 2005 lease, the 2008 lease, the 2010 extension, and the 2012 amendment) are void under principles of California contract law." On appeal, the Trustee identified two legal theories supporting his position that the lease agreements are void: (1) Pacific Thomas Corporation ("PTC") and Pacific Trading Ventures ("PTV") mutually rescinded the lease and (2) the lease agreement was a sham contract, and thus void from the beginning. In briefing on remand, the Trustee also asserts that the lease agreements were illegal contracts. The court finds that the Lease Agreement and 2008 Lease were each mutually rescinded by PTC and PTV shortly after their signing, as evidenced by positive, unequivocal acts of the corporate entities and their representatives. The progeny of the Lease Agreement, the 2010 Extension was further mutually rescinded by the failure of PTC's board to ratify it, followed by the ratification of the 2011 Extension to the Management Agreement. Finally, the 2012 Amendment to the Lease Agreement was ineffective as an amendment to a terminated contract, not approved by the required party or court, and the evidence does not support a finding that it was complied with by the parties. In furtherance of the Ninth Circuit's directive on remand, a scheduling conference will be set on the remaining question of whether PTV's right to reimbursement under the Management Agreement affects the turnover award. A copy of the Court's Supplement dated Dec. 12, 2018 is available at https://bit.ly/2EHJwJ2 from Leagle.com. Kyle Everett, Chapter 11 Trustee, Plaintiff, represented by Craig C. Chiang -- cchiang@buchalter.com -- Buchalter Nemer, Robert E. Izmirian -- rizmirian@buchalter.com -- Buchalter, Nemer, Fields and Younger, Ivo Keller -- ikeller@buchalter.com -- Buchalter Nemer & Valerie Bantner Peo, Buchalter Nemer, A Professional Corp. Randall Whitney, Defendant, pro se. Pacific Trading Ventures, a California Corporation, Pacific Trading Ventures, Ltd., a Nevada corporation & Jill V. Worsley, Defendants, represented by Charles Alex Naegele, C. Alex Naegele, A Professional Law Corp. About Pacific Thomas Corporation Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. Pacific Thomas Corporation is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii-based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, its COO and secretary. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. Kyle Everett has been named as Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposed to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PEPPERELL MILLS: May Obtain Plan Acceptances Until Feb. 19 ---------------------------------------------------------- The Hon. Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts grants Pepperell Mills Limited Partnership Debtor's Motion to Extend Exclusivity Period for Obtaining Acceptances of Chapter 11 Plan until Feb. 19, 2019. The Debtor is ordered to file an amended plan and an amended disclosure statement with adequate information by Jan. 7, 2019. 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 overseesthe case. John M. McAuliffe, Esq., at John McAuliffe & Associates, P.C., serves as counsel to the Debtor. PIONEER NURSERY: Suit vs Insurance Companies Stayed Until June 7 ---------------------------------------------------------------- Chief District Judge Lawrence J. O'Neill entered an order further staying the adversary proceeding captioned PIONEER NURSERY, LLC, Plaintiff, v. NEW HAMPSHIRE INSURANCE COMPANY; NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA, Defendants, No. 18-01039-A (E.D. Cal.). Having reviewed the Stipulation Agreeing to a Further Stay of the Adversary Proceeding by the Parties, the Court stays the adversary proceeding until June 7, 2019 to allow the Parties to engage in mediation. The Parties are directed to file a status report by May 31, 2019. The status report must include a status of the mediation proceeding and can include either: a. A request to extend the stay for an additional period and a demonstration of good cause for said request; or b. A proposed briefing schedule on the Defendants' Motion to Withdraw the Reference in the event mediation is unsuccessful, including any disputes regarding scheduling. A copy of the Court's Order dated Dec. 10, 2018 is available at https://bit.ly/2T5GMco from Leagle.com. Pioneer Nursery, LLC, Plaintiff, represented by Peter Lorne Fear, Fear Waddell, P.C. New Hampshire Insurance Company, Defendant, represented by Igor Shleypak -- ishleypak@fgppr.com -- Foran Glennon Palandech Ponzi & Rudloff P.C., pro hac vice, Laura Ann McArdle, pro hac vice, Richard H. Nicolaides, Jr., pro hac vice, Sara M. Thorpe, Nicolaides Fink Thorpe Michaelides Sullivan LLP & Susan N.K. Gummow -- sgummow@fgppr.com -- Foran Glennon Palandech Ponzi & Rudloff P.C., pro hac vice. National Union Fire Insurance Company of Pittsburgh, PA, Defendant, represented by Igor Shleypak , Foran Glennon Palandech Ponzi & Rudloff P.C., pro hac vice, Laura Ann McArdle , pro hac vice, Randall Berdan, Nicolaides Fink Thorpe Michaelides Sullivan, Richard H. Nicolaides, Jr., pro hac vice, Sara M. Thorpe, Nicolaides Fink Thorpe Michaelides Sullivan LLP & Susan N.K. Gummow, Foran Glennon Palandech Ponzi & Rudloff P.C., pro hac vice. About Pioneer Nursery Founded in 1968, Pioneer Nursery Inc. is in the retail nurseries and garden stores industry. It owns crops -- either planted or harvested -- of approximately 440,000 pistacio trees worth $7 per tree having a total retail value of $3.08 million. It posted gross revenue of $4.55 million in 2016 and gross revenue of $7.78 million in 2015. Pioneer Nursery sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-13112) on Aug. 11, 2017. Brian Blackwell, member, signed the petition. At the time of the filing, the Debtor disclosed $5.42 million in assets and $245,701 in liabilities. Judge Fredrick E. Clement presides over the case. Fear Waddell, P.C., is the Debtor's bankruptcy counsel. Lewis Brisbois is the Debtor's insurance defense counsel. PS SYSTEMS: Unsecureds to Recoup Less Than 1% Under LCI Plan ------------------------------------------------------------ Linli Construction, Inc., filed a small business disclosure statement in connection with its chapter 11 plan for Debtor PS Systems, Inc. General unsecured creditors under the plan are classified in Class 7 and will receive an estimated distribution of less than 1% of their allowed claims to be distributed in one lump sum. On or within 10 days of the order confirming the Plan, the Plan Proponent will pay $35,000 to purchase substantially all of the assets of the Debtor. This amount will be sufficient to pay priority claims in full. Six creditors assert perfected liens on the Debtor's patent assets. The liens secure purported loans in the amount of $20,000 from each creditor. Each secured creditor is separately classified with the exception of Rob and Kellee Daugherty who are married and treated in the same class. The liens are of equivalent priority. In sworn testimony before the Bankruptcy Court, Stan Peters, the Debtor's president, testified that the value of all of the Debtor's assets totaled $4,118. The $6,000 paid to secured creditors exceeds this amount and therefore satisfies 11 U.S.C. section 1129(b)(2)(A). A copy of the Disclosure Statement explaining the LCI Plan is available at https://is.gd/fFsGJG from Pacermonitor.com. About PS Systems Based in Greenwood Village, Colorado, PS Systems Inc. holds several patents and cross-licensing agreements for the use of patents to develop underground reservoirs. PS Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20197) on Nov. 3, 2017. In the petition signed by Stan Peters, its president, the Debtor estimated assets and liabilities of less than $500,000. Judge Michael E. Romero presides over the case. Kutner Brinen, P.C., is the Debtor's legal counsel. QUOTIENT LIMITED: Amends Indenture Governing 12% Notes Due 2023 --------------------------------------------------------------- As previously disclosed by Quotient Limited on its Current Report on Form 8-K filed Dec. 5, 2018, on Dec. 4, 2018, Quotient Limited received the requisite consents from all of the holders of its outstanding $120.0 million aggregate principal amount of 12% Senior Secured Notes due 2023 to certain proposed amendments to the indenture, dated as of Oct. 14, 2016, by and among the Company, the guarantors, and U.S. Bank National Association, a national banking association, as trustee, and collateral agent, governing the Notes. Following receipt of the consents, on Dec. 4, 2018, the Company, the Guarantors, the Trustee and the Collateral Agent entered into a first supplemental indenture effecting the Proposed Amendments. The Supplemental Indenture became effective on Dec. 4, 2018, but provided that the Proposed Amendments would not become operative until the Depository Trust Company issued certain proxies formally confirming the Consenting Holders' ability to act as record holders of the Notes, and the Company paid in full to the Consenting Holders a one-time consent payment of $32.50 per $1,000 principal amount of Notes and entered into royalty right agreements with each of the Consenting Holders. On Dec. 14, 2018, the DTC Process was completed by all Consenting Holders. On Dec. 18, 2018, the Company paid the Consent Payments in full and entered into the Consent Royalty Right Agreements with each of the Consenting Holders. As a result, the Proposed Amendments became operative on Dec. 18, 2018. About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. As of Sept. 30, 2018, the Company had $154.5 million in total assets, $169.3 million in total liabilities and a total shareholders' deficit of $14.73 million. Quotient reported a net loss of $82.33 million for the year ended March 31, 2018, compared to a net loss of $85.06 million for the year ended March 31, 2017. The report from the Company's independent accounting firm Ernst & Young LLP, in Belfast, United Kingdom, the Company's auditor since 2007, on the consolidated financial statements for the year ended March 31, 2018, contains a "going concern" explanatory paragraph. The auditor stated that the Company has recurring losses from operations and planned expenditure exceeding available funding, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. REAL CARE: PCO's 1st Oral Report Set for Jan. 10 ------------------------------------------------ Eric M. Huebscher, the patient care ombudsman appointed for Real Care, Inc., will provide an oral report before the U.S. Bankruptcy Court for the Eastern District of New York on January 10, 2019, at 11:30 A.M. The first report will be about the quality of care provided to the patients of the Debtor. About Real Care Inc. Real Care, Inc. is a New York corporation formed in 2003, which operates a home care service agency providing home care nurses and health aides to eligible clients including homebound, disabled and elderly people. Real Care filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46146) on Oct. 25, 2018, and is represented by Douglas J. Pick, Esq., in New York. In the petition signed by Igor Galper, president, the Debtor disclosed $804,263 in total assets and $3,303,530 in total liabilities. Farrell Fritz, P.C., is the Debtor's counsel. The U.S. trustee for Region 2 appointed Eric M. Huebscher as patient care ombudsman in the Debtor's Chapter 11 case. RITE AID: S&P Assigns 'BB-' Ratings on New Upsized Credit Facilites ------------------------------------------------------------------- S&P Global Ratings assigned a 'BB-' issue-level rating and '1' recovery rating to Camp Hill, Pa.-based drugstore chain operator Rite Aid Corp.'s $2.7 billion new asset-based lending revolver (ABL) and $450 million first-in, last-out (FILO) term loan, both maturing in 2023. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. As a result of the increase in secured debt, S&P revised the recovery rating on the guaranteed unsecured notes to '6' (rounded estimate: 5%) from '5' and lowered the issue-level rating on the guaranteed unsecured notes to 'CCC+' from 'B-'. S&P's 'CCC+' issue-level rating and '6' recovery rating (rounded estimate: 0%) on the unguaranteed unsecured notes are unchanged. Rite Aid extended the maturity of its ABL by three years, which S&P views as credit positive since this liquidity position provides some flexibility as management refocus its attention on the core pharmacy and general merchandise retailing sectors. During the third quarter ended Dec. 1, 2018, the company made some progress, though operational challenges remain. Pharmacy same-store sales grew 3%, but general merchandise sales were down 1.5% because of competitive pressures. Rite Aid also reported higher costs from the realignment of stores within its distribution network following the sale of a distribution center to Walgreens Boots Alliance. S&P expects cost pressures to continue next year, leading to its expectations for modest declines in EBITDA margins. ISSUE RATINGS—RECOVERY ANALYSYS Key analytical factors S&P said, "We updated our recovery analysis on Rite Aid's capital structure following the ABL refinancing and new FILO term loan. Our simulated default scenario contemplates that, for the company to default, EBITDA would need to decline significantly from recent results, representing increased competition from CVS Health, Walgreens, e-commerce players including Amazon, and other drugstore operators amid greater-than-anticipated reimbursement rate pressures, among other factors. Our simulated default scenario assumes that the value to creditors would be maximized with Rite Aid emerging from a bankruptcy event as a going concern, and we have accordingly valued the company using a 6x multiple applied to our projected emergence-level EBITDA, in line with the multiple applied to peer companies." Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $380 million -- Implied enterprise value (EV) multiple: 6x -- Estimated gross EV at emergence: $2.3 billion Simplified waterfall -- Net EV after 5% administrative costs: $2.2 billion -- ABL-related claims: $1.7 billion* --Recovery expectations: (90%-100%; rounded estimate: 95%) -- FILO-related claims: $467 million* --Recovery expectations: (90%-100%; rounded estimate: 95%) -- Guaranteed unsecured debt: $1.8 billion* --Recovery expectations: (0%-10%; rounded estimate: 5%) -- Unguaranteed unsecured debt: $437 million* --Recovery expectations: (0%-10%; rounded estimate: 0%) *All debt amounts include six months of prepetition interest. RATINGS LIST Rite Aid Corp. Issuer Credit Rating B/Negative/-- New Rating Rite Aid Corp. Senior Secured $2.7 bil. revolver due 2023 BB- Recovery Rating 1(95%) $450 mil. FILO term loan due 2023 BB- Recovery Rating 1(95%) Issue-Level Ratings Lowered; Recovery Rating Revised To From Rite Aid Corp. Senior Unsecured CCC+ B- Recovery Rating 6(5%) 5(15%) Affirmed Rite Aid Corp. Senior Unsecured CCC+ Recovery Rating 6(0%) SCG MADILL: Seeks Authorization to Use LQC Cash Collateral ---------------------------------------------------------- SCG Lake Country, LLC and SCG Red River Management, LLC seek authorization from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral pursuant to the Budget. LQC Partners XI, LLC, the lender asserting liens against certain of the Oklahoma Debtors, obtained stay relief against certain of the Oklahoma Debtors. LQC did not obtain stay relief in the Debtors' cases. The Court previously entered multiple orders authorizing the use of cash collateral. With the exception of the last order entered by the Court, each order granting the use of cash collateral scheduled a further hearing to consider cash collateral. The last order authorizing use of cash collateral entered by the Court terminated SCG Madill Brookside, LLC's, SCG Durant Four Seasons, LLC's, and SCG Oak Ridge, LLC's authority to use Cash Collateral. However, the order did not provide for a continued hearing on the Debtors' use of cash collateral. The Debtors propose to grant to LQC a replacement lien on assets acquired after the Petition Date to the same extent, validity, and priority as existed on the Petition Date. In other words, the Debtors propose that LQC's floating liens on such assets continue to float to the same extent, validity, and priority as existed on the Petition Date. The Debtors have provided a list of all transfers between the Debtors, which list provides that substantial moneys were advanced by Lake Country, including amounts to fund operating deficits at Madill Brookside. Lake Country received repayments shortly before the stay relief order was entered. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb17-10101-281.pdf About SCG MADILL BROOKSIDE Based in Tampa, Florida, SCG Madill Brookside, LLC, d/b/a Brookside Nursing Center and its affiliates, operate skilled nursing facilities. SCG Madill Brookside, et al., provide residents and patients with a full spectrum of skilled nursing and long-term health care services and offer a wide range of direct care services like therapy, hospice care, Alzheimer's, and dementia care within their portfolio of facilities. SCG Madill Brookside (Bankr. M.D. Fla. Case No. 17-10101) and affiliates SCG Durant Four Seasons, LLC (Bankr. M.D. Fla. Case No. 17-10103), SCG Lake Country, LLC (Bankr. M.D. Fla. Case No. 17-10104), SCG Oak Ridge, LLC (Bankr. M.D. Fla. Case No. 17-10107), SCG Red River, LLC (Bankr. M.D. Fla. Case No. 17-10108), and SCG Red River Management, LLC (Bankr. M.D. Fla. Case No. 17-10109) filed Chapter 11 bankruptcy petitions on Dec. 5, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David Vaughan, chairman of the Board. These affiliated cases previously filed on July 27, 2017 in the Middle District of Florida, Tampa Division, with Judge Catherine Peek McEwen as bankruptcy judge: Entity Case No. ------ -------- Senior Care Group, Inc. 17-06562 SCG Laurellwood, LLC 17-06576 SCG Gracewood, LLC 17-06574 SCG Harbourwood, LLC 17-06572 SCG Baywood, LLC 17-06563 Key West Health and Rehabilitation Center 17-06580 The Bridges Nursing and Rehabilitation, LLC 17-06579 Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtors' bankruptcy counsel. On Jan. 18, 2018, the Court entered the Amended Joint Administration Order, which, among other things, severed the joint administration of the Oklahoma Debtors' cases from the Original Debtors' cases. No trustee or examiner has been appointed in the Debtors' cases. SCIENTIFIC GAMES: MacAndrews & Forbes Reports 38.9% Equity Stake ---------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities or individuals reported beneficial ownership of shares of common stock of Scientific Games Corporation as of Dec. 21, 2018: Shares Percentage Beneficially of Outstanding Reporting Person Owned Shares ---------------- ------------ -------------- MacAndrews & Forbes Incorporated 35,650,736 38.9% SGMS Acquisition Corporation 26,385,736 28.8% RLX Holdings Two LLC 3,125,000 3.4% SGMS Acquisition Two LLC 4,395,000 4.8% SGMS Acquisition Three LLC 645,000 0.7% MFV Holdings One LLC 925,000 1.0% MacAndrews & Forbes LLC 175,000 0.2% MacAndrews & Forbes Group, LLC 175,000 0.2% The percentages have been calculated based upon 91,706,419 shares of Common Stock outstanding as of Nov. 5, 2018, according to the Issuer's Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2018, as filed with the SEC on Nov. 8, 2018. Since the date of Amendment No. 10 to Schedule 13D, the Reporting Persons (as previously reported on Form 4s filed by Ronald O. Perelman) acquired shares of Common Stock as follows: (i) 320,000 shares of Common Stock in the open market at a weighted average price per share ranging from $7.80 to $8.55 between Nov. 16, 2015 and Nov. 24, 2015; (ii) 102,076 shares of Common Stock in the open market at a weighted average price per share of $31.57 on Aug. 13, 2018; (iii) 72,924 shares of Common Stock in the open market at a weighted average price per share of $31.95 on Aug. 13, 2018; (iv) 200,000 shares of Common Stock in the open market at a weighted average price per share of $15.63 on Dec. 20, 2018; (v) 400,000 shares of Common Stock in the open market at a weighted average price per share of $15.09 on Dec. 21, 2018; (vi) 60,558 shares of Common Stock in the open market at a weighted average price per share of $15.91 on Dec. 24, 2018; (vii) 139,442 shares of Common Stock in the open market at a weighted average price per share of $16.33 on Dec. 24, 2018; and (viii) 100,000 shares of Common Stock in the open market at a weighted average price per share of $17.11 on Dec. 26, 2018. The aggregate purchase price for these shares of Common Stock was approximately $22.2 million, which amount was obtained from cash on hand. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/hYj8sp About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Scientific Games reported a net loss of $242.3 million for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Scientific Games had $7.52 billion in total assets, $10.14 billion in total liabilities and a total stockholders' deficit of $2.61 billion. SCIENTIFIC GAMES: Promotes Three Key Executives ----------------------------------------------- Scientific Games Corporation announced three executive promotions to solidify the Company's leadership team going into 2019. Jim Kennedy, currently executive vice president and group chief executive, Lottery, will become Chairman, Lottery and Patrick McHugh, who currently serves as senior vice president Global Lottery Systems, has been appointed the Lottery's new executive vice president and group chief executive. In addition, Jordan Levin has been named the new executive vice president and group chief executive, Digital. Levin has extensive experience in interactive, digital gaming and sports betting, and is currently senior vice president for corporate development, where he led the acquisition and integration of NYX Gaming Group and previously launched and served as president of SG Interactive. Barry Cottle, Scientific Games' president and CEO, said, "These globally-respected leaders and longtime members of our SG family are the best people to continue our growth trajectory, deliver operational excellence and inspire our employees. Pat will leverage his in-depth Lottery experience and proven success at Scientific Games to provide strong operational leadership and innovation. He will work with Jim to continue to execute our global growth strategies. For SG Digital, Jordan's digital experience will prove immensely valuable, as he formally takes over our rapidly accelerating digital gaming and sports betting businesses." McHugh has a wealth of lottery experience, having been in the industry for more than 25 years. He has been with Scientific Games for the past 14 years and serves on the leadership executive team as senior vice president Global Lottery Systems. McHugh has unparalleled expertise in gaming systems technology in markets around the world directing complex technology deployments, operations, new business initiatives and strategic product development. As executive vice president and group chief executive, Lottery, McHugh will be responsible for the global lottery business and will work with Kennedy to service existing relationships and grow the lottery business in the U.S. and around the world. McHugh has led many of Scientific Games' strategic industry firsts, including expanded distribution channels, cashless payments, sports betting, new network technology, iLottery and other digital platforms. Jim Kennedy, SG's new Lottery Chairman said, "I'm incredibly proud of what we have built at Scientific Games which I believe is the number one lottery company in the world. We provide our lottery customers the best games, products and services in the industry. I look forward to continuing to help our customers drive record growth for their states and countries as Chairman of the lottery business. Pat has been an invaluable leader in our lottery team and is respected across our industry. His years of experience, relentless work ethic and commitment to the highest quality products and services for our customers in the U.S. and around the world will ensure that we continue to execute our growth strategy for our existing lottery customers as well grow in new areas, including iLottery and sports betting. I look forward to working with him, the entire team, and our customers to continue to lead our industry into the future." Since joining Scientific Games in 2006, Jordan Levin has been a driving force behind the Company's interactive and digital strategies, new business development and operations. A proven leader with more than 12 years in the industry, Levin has deepened the Company's portfolio of digital professionals, products and technologies for iGaming, iLottery and sports betting. As SG's executive vice president and group chief executive, Digital, Levin will be responsible for defining the business group's overall strategic direction and overseeing all functions of the business. Levin will leverage his executive management and leadership expertise, business acumen, in-depth knowledge of digital gaming and sports betting, and ability to foster a culture of success to help the Company capitalize on new opportunities and markets. With the integration of NYX now fully complete, Levin will officially take the reins from former NYX CEO Matt Davey at the end of the year. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Scientific Games reported a net loss of $242.3 million for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Scientific Games had $7.52 billion in total assets, $10.14 billion in total liabilities and a total stockholders' deficit of $2.61 billion. SCIENTIFIC GAMES: Submits Draft S-1 Registration Statement ---------------------------------------------------------- Scientific Games Corporation has confidentially submitted a draft registration statement on Form S-1 to the Securities and Exchange Commission relating to a possible initial public offering of a minority interest in its social gaming business in 2019. The Company's social gaming business previously disclosed financial results for the nine months ended Sept. 30, 2018 reflecting $28.9 million of intercompany costs incurred under existing services and license agreements entered into in September 2016 between the social gaming business, on the one hand, and the Company and its subsidiaries, on the other. The services agreement governs various corporate services and other shared services the Company and its subsidiaries provide to the social gaming business, and the license agreement governs the use of certain of the Company's and its subsidiaries' licensed and owned intellectual property by the social gaming business. If the offering is consummated, the Company and the social gaming business may seek to amend or revise those agreements, which could result in a change in the amount of those expenses payable by the social gaming business thereafter. The possibility of consummating the offering, as well as the timing of any such offering, is subject to various factors, including market conditions and the completion of the SEC's review process. There can be no assurance that the Company will proceed with such offering or amend existing agreements. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Scientific Games reported a net loss of $242.3 million for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Scientific Games had $7.52 billion in total assets, $10.14 billion in total liabilities and a total stockholders' deficit of $2.61 billion. SEARS ROEBUCK: Court Dismisses With Prejudice I. Peterson Suit -------------------------------------------------------------- Upon joint stipulation by the parties, District Judge Kristine G. Baker dismissed with prejudice the case captioned IDA M. PETERSON, Plaintiff, v. SEARS, ROEBUCK, AND CO., Defendant, Case No. 5:16-cv-00366 KGB (E.D. Ark.). The Court notes that defendant Sears, Roebuck, and Co. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code. As a dismissal of the action does not require the Court to consider issues related to the underlying case, the dismissal will not constitute a continuation of the judicial proceeding and is therefore not barred by the automatic stay. For good cause shown, the Court adopts the stipulation of dismissal. A copy of the Court's Order dated Dec. 13, 2018 is available at https://bit.ly/2GBtAdH from Leagle.com. Ida M Peterson, Plaintiff, represented by Eugene Hunt, Hunt Law Firm. Sears Roebuck & Company, Defendant, represented by Robert J. Carty, Jr., Seyfarth Shaw LLP & Misty Rose Martin, Seyfarth Shaw LLP. SNEEDCREST APARTMENTS: Taps McColly Bennett as Real Estate Broker ----------------------------------------------------------------- Sneedcrest Apartments LLC seeks authority from the U.S. Bankruptcy Court for the Central District of Illinois to employ McColly Bennett Commercial Real Estate as real estate broker to the Debtor. Sneedcrest Apartments requires McColly Bennett to market and sell the Debtor's real property located at Kankakee County, State of Illinois. McColly Bennett will be paid 6% of the gross sales price. Jay Tamblyn, a partner at McColly Bennett, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McColly Bennett can be reached at: Jay Tamblyn MCCOLLY BENNETT COMMERCIAL REAL ESTATE 29 Heritage Drive Bourbaonnais, IL 60914 Tel: (815) 929-9381 About Sneedcrest Apartments Sneedcrest Apartments LLC is engaged in the business of renting real estate with all of its property being situated in Kankakee County, State of Illinois. The LLC was formed in February 2015 and consists of owner, manager and members, IRA L SNEED and JACQUELYN SNEED. The Debtor does not currently have any other employees. Sneedcrest Apartments filed a Chapter 11 bankruptcy petition (Bankr. C.D. Ill. Case No. 18-91117) on Nov. 5, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Richard S Ogibovic, II, Esq. SOMS TECHNOLOGIES: Taps Rosenberg Feldman as Litigation Counsel --------------------------------------------------------------- SOMS Technologies LLC received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Rosenberg Feldman Smith, LLP, as its special litigation counsel. The firm will assist the Debtor in pursuing its claims against K&N Engineering, Inc. and KoAir Industrial Co. Ltd. It will also defend the Debtor against any counterclaim from these companies. Michael Smith, Esq., and Richard Feldman, Esq., the attorneys anticipated to represent the Debtor, charge $550 per hour and $625 per hour, respectively. Rosenberg received a pre-bankruptcy retainer of $5,000. During the 90-day period preceding the petition date, the firm received a total of $15,556.25 from the Debtor. Mr. Smith, a partner at Rosenberg, disclosed in a court filing that his firm neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Michael H. Smith, Esq. Richard B. Feldman, Esq. Rosenberg Feldman Smith, LLP 551 Fifth Avenue, 24th Floor New York, NY 10176 Phone: 212-682-3454 About SOMS Technologies SOMS Technologies LLC -- http://microgreenfilter.com/-- develops, manufactures, and markets engine oil filters. It offers spin-on oil filters, cartridge oil filters, air filters, and fuel filters. SOMS Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-23446) on Sept. 21, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The Hon. Robert D. Drain is the case judge. The Debtor tapped Tannenbaum Helpern Syracuse & Hirschtritt LLP, led by Michael J. Riela, as its legal counsel, and Schwartz Advisors LLC as its financial advisor. SOMS TECHNOLOGIES: Taps Schwartz Advisors as Financial Advisor -------------------------------------------------------------- SOMS Technologies LLC received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Schwartz Advisors LLC as its financial advisor. The firm will assist the Debtor in connection with the sale of its assets, businesses or share capital. The services to be provided include assisting the Debtor in the negotiation of the financial aspects of a transaction and identifying potential buyers. The fee payable to Schwartz Advisors consists of a transaction fee equal to 5% of the total consideration (but with a minimum fee of $50,000). Keith Zar, managing partner of Schwartz Advisors, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Keith Zar Schwartz Advisors LLC 2223 Avenida de la Playa, Suite 350 La Jolla, CA 92037 Email: rschwartz@schwartzadvisors.com About SOMS Technologies SOMS Technologies LLC -- http://microgreenfilter.com/-- develops, manufactures, and markets engine oil filters. It offers spin-on oil filters, cartridge oil filters, air filters, and fuel filters. SOMS Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-23446) on Sept. 21, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The Hon. Robert D. Drain is the case judge. The Debtor tapped Tannenbaum Helpern Syracuse & Hirschtritt LLP, led by Michael J. Riela, as its legal counsel, and Schwartz Advisors LLC as its financial advisor. SOUTHCROSS ENERGY: Names Michael Howe as Chief Financial Officer ---------------------------------------------------------------- Southcross Energy Partners, L.P., has appointed Michael B. Howe as senior vice president and chief financial officer of Southcross Energy Partners GP, LLC, the general partner of Southcross, effective Jan. 4, 2019. Mr. Howe succeeds Bret M. Allan, who notified the Partnership that he had accepted a position with another company on Dec. 14, 2018, and accordingly, was resigning from Southcross effective Jan. 4, 2019. "I, along with the Board of Directors, wish Bret all the best in his new endeavors," said James W. Swent III, chairman, president and chief executive officer of Southcross' general partner. "We are very pleased to welcome Michael to the Southcross executive team," added Swent. "Michael brings over two decades of energy industry experience. I look forward to working with Michael as we continue to focus on the company's financial health and commercial opportunities." Mr. Howe joins Southcross having served most recently as chief financial officer of the Medical Benevolence Foundation. Prior to this, Mr. Howe was vice-president of several departments at Ensco PLC, including strategic planning, finance and accounting, human resources and treasury. Prior to joining Ensco, Mr. Howe served as assistant treasurer for Devon Energy Corporation and as a Commercial Director at Enron Corporation. Mr. Howe holds a Master's degree in business administration from the University of Texas at Austin and a Bachelor's degree in accounting from Oklahoma State University. He is a Certified Public Accountant. In connection with his appointment as senior vice president and chief financial officer, the Board of Directors of the Company approved the following compensation arrangements, which are set forth in Mr. Howe's offer letter: (i) an annual base salary of $375,000 per year, (ii) eligibility to participate in the Company's annual bonus plan with the target award level of 75% of base salary upon achievement of Company financial, operations and individual goals, (iii) as soon as administratively practicable following the Effective Date, a one-time initial sign-on bonus in the amount of $95,000, (iv) monthly parking expenses paid by the Company in accordance with Company policy, and (v) paid-time-off consistent with other similarly situated senior executives of the Company. In the event that Mr. Howe voluntarily terminates his employment with the Company within 12 months from the date of receipt of the sign-on bonus, he will be required to repay such bonus in full. In addition, Mr. Howe will be entitled to participate in the Company's other benefits programs provided to all Company employees. About Southcross Energy Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGL. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. As of Sept. 30, 2018, the Company had $1.05 billion in total assets, $604.66 million in total liabilities, and $454.39 million in total partners' capital. Southcross Energy incurred a net loss attributable to partners of $67.65 million in 2017 following a net loss attributable to partners of $94.99 million in 2016. * * * As reported by the TCR on Dec. 21, 2018, S&P Global Ratings lowered its issuer credit rating to 'CCC-' from 'CCC'. The downgrade reflects the heightened risk that Southcross Energy Partners L.P. could be in default of its debt obligations by March 31, 2019, absent a meaningfully favorable change in the partnership's circumstances. Moody's Investors Service downgraded Southcross Energy Partners, L.P.'s Corporate Family Rating (CFR) to Caa2 from Caa1. "The downgrade reflects the high degree of uncertainty surrounding Southcross' business prospects, cash flow recovery and liquidity following the failed merger with American Midstream," said Sajjad Alam, Moody's senior analyst, as reported by the TCR on Aug. 2, 2018. STEPHANIE'S TOO: Taps Remax Connection as Realtor ------------------------------------------------- Stephanie's Too, LLC, received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Remax Connection Commercial Division as its realtor. The firm, through its broker associate Bryant Lafferty, will assist the Debtor in the sale of its property located at 50 South Route 73, Winslow, New Jersey. Remax will get a commission of 6% of the total purchase price of the property The firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bryant K. Lafferty Remax Connection Commercial Division 1000 Lincoln Dr., East, Suite 2B Marlton, NJ 08053 Office: 856-988-1800 ext 118 Mobile: 609-206-4020 Fax: 856-988-8020 E-mail: bklaff12@gmail.com About Stephanie's Too Stephanie's Too, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 18-32221) on Nov. 8, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Jerrold N. Poslusny Jr. The Debtor tapped Kasen & Kasen, P.C. as its legal counsel. SUMAR INTERNATIONAL: May Use Cash Collateral on Interim Basis ------------------------------------------------------------- The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California has authorized Sumar International, Inc., to use cash collateral on an interim basis for the period through Jan. 17, 2019, pursuant to the terms of the budget. Bank of America asserts interests in cash collateral and the Court assumes Bank of America is secured by cash collateral. The Debtor is also authorized to deviate from the amounts set forth in the revised budget by as much as 20% in any one category where the projected spending is under $1,000 and may vary from the revised budget by as much as 15% as to any other category, all without any notification to Bank of America. The Court has approved the request to rollover any unused expense allowance from week to week by category. To the extent gross revenues exceed projected gross revenues, the Debtor may apply up to 75% of such excess (beyond the projected gross revenues) to costs of goods sold. Bank of America is granted replacement liens in all post-petition assets of the Debtor, other than avoidance power actions and recoveries. Said replacement lien will have the same validity, extent and priority (and will be subject to the same defenses) as Bank of America's lien held in prepetition collateral. The replacement lien will also be deemed valid and perfected with such priority as provided in the Order, without any further notice or act by any party that may otherwise be required under any law. A hearing on the continued use of cash collateral will be held on Jan. 17, 2019, at 10:00 a.m. The Debtor will file supplemental papers not later than Jan. 9 (in order to include financial information through Dec. 31, 2018) and any interested party will have until Jan. 14, to file any responsive pleading. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb18-23696-34.pdf About Sumar International Established in 2007, Sumar International, Inc. -- https://sumarusa.com/ -- provides in-house electronics for U.S. hospitality and health and beauty industries. It offers TV wall mounts, TV stands, audio cables, night lights and lamps, and accessories under the brands SUMAR, UNO, uMOVE, uBRITE and miffy. Sumar International is headquartered in Pasadena, California. Sumar International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-23696) on Nov. 21, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Julia W. Brand. The Fox Law Corporation, Inc., is the Debtor's counsel. SUNSHINE DAIRY: Seeks Jan. 22 Exclusivity Period Extension ---------------------------------------------------------- Sunshine Dairy Foods Management, LLC and Karamanos Holdings, Inc., filed their third joint motion asking the U.S. Bankruptcy Court for the District of Oregon to extend the expiration of the exclusivity period during which the Debtor may file a plan of reorganization by 32 days to Jan. 22, 2019. However, the exclusivity deadline to solicit acceptances to a plan will remain Feb.19, 2019. Without the extension the exclusivity period to file a plan will lapse on Dec. 21, 2018. The Debtors assert they have made significant progress of the case thus far. Particularly, the Debtors have completed sales of a number of assets, including an auction of equipment, a sale of customer lists and contracts, and a going concern sale of business operations, real estate, and equipment; have retained professionals to effectuate a series of sales, auctions, and related transactions; and have obtained authority to conduct the same. The Debtors aver that they have also been working with their counsel and tax professionals to consider and analyze a number of alternative Plan structures. Moreover, the Debtors mention that the pending Motion to Consolidate has been resolved with the agreement of the Debtors, their ownership, and the Committee. A settlement conference on the Motion took place on Dec. 3, 2018 with the parties having reached an agreement which is contingent upon and contemplates distribution of funds from a pending sale of real property. Sunshine is in the process of crafting the Disclosure Statement and Plan of Liquidation and incorporating the terms of settlement into said documents. About Sunshine Dairy Foods Sunshine Dairy Foods is family-owned dairy processor serving local food service customers, local food manufacturer partners, local retailers and co-pack customers in the Pacific Northwest. All Sunshine milk products are packaged in recyclable opaque white jugs and paper cartons to protect the milk from light and prevent oxidation. Sunshine's largest vendor is its milk supplier, Oregon Milk Marketing Federation. OMMF members are almost universally family farmers who manage small to mid-sized farms in the Willamette Valley, Oregon and Yakima Valley and Chehalis, Washington. Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc., filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case Nos. 18-31644 and 18-31646) on May 9, 2018. At the time of filing, Sunshine Dairy Foods estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, and Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serve as the Debtors' counsel; and Daniel J. Boverman and Boverman & Associates, LLC, as business and turnaround consultants. THOMAS DEE ENGINEERING: Seeks to Hire Goodrich as Legal Counsel --------------------------------------------------------------- Thomas Dee Engineering Co., Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Goodrich & Associates as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; examine the validity of claims filed against its bankruptcy estate; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Goodrich & Associates received a retainer of $250,000, which included the filing fee of $1,717. The firm neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Jeffrey J. Goodrich, Esq. Goodrich & Associates 336 Bon Air Center, #335 Greenbrae, CA 94904 Phone: (415) 925-8630 Fax: (415) 925-9242 E-mail: goodrich4bk@gmail.com About Thomas Dee Engineering Thomas Dee Engineering Co, Inc., is a foundation, structure, and building exterior contractor headquartered in San Rafael, California. Thomas Dee Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31266) on Nov. 26, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. TNT LLC: Seeks to Hire DelBello Donnellan as Legal Counsel ---------------------------------------------------------- TNT, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors; assist in the preparation of a plan of reorganization; give advice regarding any potential refinancing of its secured debt and potential sale of its business; and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm's attorneys range from $410 to $620. Paraprofessionals charge $150 per hour. Georgina Tufano, the Debtor's owner, has personally guaranteed the fees and expenses due to DelBello, including the retainer in the amount of $17,000. DelBello is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Julie Cvek Curley, Esq. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue White Plains, NY 10601 Phone: (914) 681-0200 E-mail: jcurley@ddw-law.com About TNT LLC TNT, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-37017) on Dec. 3, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The Hon. Cecelia G. Morris is the case judge. TOD LAS VEGAS: Trustee Taps Hahn Fife as Accountant --------------------------------------------------- Jeffrey Golden, the Chapter 11 trustee for TOD Las Vegas, LLC, received approval from the U.S. Bankruptcy Court for the District of Nevada to hire Hahn Fife & Company, LLP as its accountant. The firm will provide the trustee with tax-related advice, prepare tax returns and projections, and provide other accounting services. Hahn Fife's hourly rates range from $80 to $420. The firm will not receive a retainer. Hahn Fife does not represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Donald T. Fife Hahn Fife & Company, LLP 22342 Avenida Empresa, Suite 260 Rancho Santa Margarita, CA 92688 Phone: (949) 888-1010 Fax: (949) 766-9896 Email: dhahn@hahnfife.com About Tod Las Vegas Tod Las Vegas LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-14614) on Aug. 24, 2017. The Debtor hired Mushkin Cica Coppedge, as bankruptcy counsel. In its petition, the Debtor estimated $4 million in assets and $3.05 million in liabilities. The U.S. Trustee, at the direction of the Court, appointed Jeffrey I. Golden, Esq., as Chapter 11 trustee. The Chapter 11 trustee retained Dawn M. Cica, Esq., at Mushkin Cica Coppedge, as attorney, and Hahn Fife & Company, LLP as accountant. UNITED INTERNATIONAL: Cash Collateral Use Proposal Rejected ----------------------------------------------------------- The Hon. Ernest M. Robles of the United States Bankruptcy Court for the Central District of California has entered an order denying United International Mortgage Solutions, Inc.'s Motion for Order Authorizing Use of Cash Collateral. About United International United International Mortgage Solutions, Inc., is a privately held financial services company in Los Angeles, California. United International filed a Chapter 11 Petition (Bankr. C.D. Cal. Case No. 18-20698) on Sept. 12, 2018. On the petition signed by Sandra K. McBeth, vice president, the Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Sandra R. Klein. Matthew D. Resnik, Esq., at Resnik Hayes Moradi LLP, is the Debtor's counsel. USA GYMNASTICS: A. Raisman Bid to Depose L. Nassar Held in Abeyance ------------------------------------------------------------------- In the case captioned ALEXANDRA ROSE RAISMAN, Plaintiff, v. UNITED STATES OLYMPIC COMMITTEE, et al., Defendants, Case No. 18-cv-02479-BLF (VKD) (N.D. Cal.), Magistrate Judge Virginia K. Demarchi grants Ms. Raisman's request and will hold the motion to depose defendant Larry Nassar in abeyance through and including Feb. 1, 2019. Ms. Raisman requested that the Court hold her motion in abeyance for at least 45 days pending further submission from the parties concerning the impact on the pending motion of the automatic stay that is now in effect with respect to proceedings involving defendant USA Gymnastics, which recently filed a voluntary petition for bankruptcy under chapter 11 of the Bankruptcy Code. A copy of the Court's Order datd Dec. 11, 2018 is available at https://bit.ly/2LuRwOE from Leagle.com. Alexandra Rose Raisman, an Individual, Plaintiff, represented by Alexander Edward Cunny -- acunny@manlystewart.com -- MANLY STEWART FINALDI, John Clinton Manly -- jmanly@manlystewart.com -- Manly Stewart Finaldi & Vince William Finaldi -- vfinaldi@manlystewart.com --Manly Stewart Finaldi. United States Olympic Committee, a Business Entity of Form Unknown, Defendant, represented by Mitchell Aaron Kamin -- mkamin@cov.com -- Covington & Burling LLP, Carolyn Kubota -- Ckubota@cov.com -- Covington & Burling LLP, David M. Jolley -- djolley@cov.com -- Covington & Burling, Mark Y. Chen -- mchen@cov.com -- Covington and Burling LLP, Paulina Slagter – pslagter@cov.com -- Covington & Burling LLP & Udit Sood -- usood@cov.com -- Covington Burling LLP. USA Gymnastics, an Indiana Business Entity of Form Unknown & Paul Parrilla, an Individual, Defendants, represented by Margaret M. Holm, Bonne Bridges Mueller O'Keefe & Nic, Melissa McKenna Leos, Clyde and Co US LLP & Sheryl Rosenberg -- sheryl.rosenberg@clydeco.us -- Clyde & Co. US, LLP. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Alfers GC Consulting, LLC, and Scramble Systems, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. VERSA MARKETING: Allowed to Use Cash Collateral Until Jan. 31 ------------------------------------------------------------- The Hon. Rene Lastreto, II of the U.S. Bankruptcy Court for the Eastern District of California permitted Versa Marketing, Inc., to use cash collateral in accordance with the terms of its Stipulation with Fresno First Bank and certain PACA Creditors, and the Budget until Jan. 31, 2019. The Debtor is also authorized to establish a PACA Trust Account at California Bank & Trust, where the trust funds will be held as adequate protection for PACA Creditors pending further Court Order. In addition, the Court approved the Sale contemplated in the Stipulation. The Debtor is a licensee under the Perishable Agricultural Commodities Act ("PACA") and several of Debtor's creditors claim to have valid PACA claims. The Debtor estimates that the allowable PACA claims may total as much as $900,000. Steven De Falco of Meuers Law Firm represents that Smith Frozen Foods, Inc., Grimmway Enterprises, Inc., and South Mill Mushroom Sales, Inc. assert PACA Trust Claims in the aggregate principal amount of $313,118. Mark Amendola also represents that NorPac Foods, Inc. asserts a PACA Trust Claim in the aggregate sum of $194,435. Fresno First Bank will have replacement liens of a like nature during the interim use period. Payments will also be made to Fresno First Bank. Adequate protection of each Secured Creditor's interest in the collateral during the Cash Collateral Period will be as set forth in the Budget. To the extent there is any diminution in the value of the cash collateral during the pendency of the case, the Secured Creditors will also be entitled to administrative claims for the value of such diminution as provided in the Bankruptcy Code. The Debtor's landlord will be paid rent in accordance with the Budget. Secured Creditors' loans will bear interest in accordance with the terms of their loan documents and Section 506. The Debtor will provide the Secured Creditors and Creditors' Committee such financial reports as are necessary to determine Debtor's compliance with the terms and conditions of the Stipulation. The Secured Creditors are also granted a valid, non-avoidable, and fully perfected replacement lien to secured any diminution in the value of its interest in the Secured Creditors' prepetition date collateral caused by the Debtors' use and sale thereof, and a security interest in all assets of the Debtor acquired on or after the Petition Date in order to secure the Secured Creditors' claims against the Debtor. Said replacement lien will have the same scope, validity, perfection, relative priority and enforceability as to the Secured Creditors' Prepetition Date security interest in the collateral. Pursuant to the Order, the terms of the Stipulation for Use of Cash Collateral and for Creation of a PACA Trust Account are modified as follows: (A) As a correction, paragraphs 8 and 9 will be modified to indicate that the Real Properties secure one or more guaranties for the SBA Loan, as opposed to directly securing the SBA Loan. (B) Paragraph 16.a of the Stipulation will be modified as follows: (i) The total amount of the Waffle Waffle A/Rs will be reduced from $304,788.89 to $292,925.93, and the Purchase Price will be reduced from $274,301 to 263,633 which reduced Purchase Price is equal to 90% of the reduced Waffle Waffle A/Rs; and (ii) The date on or before which the Motion to Approve the Sale of Waffle Waffle A/Rs will be filed will be extended from Nov. 15, 2018 to Nov. 29, 2018. (C) Paragraph 16.c of the Stipulation will be modified such that the amount the Debtor will be required to deposit into the PACA Trust Account will be increased from $319,895.13 to 330,562.79. (D) Paragraph 16.d of the Stipulation will be modified to reflect the change made to paragraph 16.c such that the reference to the amount of $319,895.13 will be modified to reference the increased amount of $330,562.79. (E) Paragraph 18 of the Stipulation will be modified to indicate that the termination of the Factoring Agreement will be subject to the terms of paragraph 22. (F) Paragraph 19 of the Stipulation will be modified will be modified such that the following sentences will be deleted from: "As to the Real Properties that secure the SBA Loan, Fresno First Bank will obtain new appraisals on the Real Properties to confirm that the Real Properties provide adequate security for the SBA Loan. The Debtor will pay all costs associated with obtaining and reviewing the foregoing appraisals, which will be paid to Fresno First Bank from the Cash promptly following Fresno First Bank's incurrence of said costs." (G) Paragraph 22 of the Stipulation will be modified will be replaced in its entirety and superseded as follows: "If, after having made its contributions to the PACA Trust Accounts…, Fresno First Bank is required to turn over any additional monies to PACA Creditors from payments that were collateral by Fresno First Bank on account of the Pre-Petition Purchased Accounts or the Debtor's accounts that serve as collateral for the Factoring Agreement; then Fresno First Bank will promptly reverse the application for such Turned Over Payments against the Factoring Agreement Obligations, in which case the Factoring Agreement Obligations will be reinstated and increased by the amount of the reversed Turned Over Payments. The Real Properties (which are not owned by the Debtor) will secure the payment and performance of the Factoring Agreement Obligations." (H) Paragraph 22 of the Stipulation will be modified to indicate that the monthly payments to be made by the Debtor to Fresno First Bank will be the contractual monthly payments due under the SBA Loan and will be deemed to constitute adequate protection payments. (I) In addition to the disbursements already shown in the Budget, the Budget will be modified to allow the use of cash collateral to pay $13,313 in the week of Dec. 16, 2018 and again in the week of Jan. 6, 2019 for cold storage charges. A full-text copy of the Order is available at http://bankrupt.com/misc/caeb18-13678-196.pdf About Versa Marketing Versa Marketing, Inc. -- http://www.versamarketing.us/-- is a contract manufacturer of private label custom made frozen food products for the retail industry and food services. It was founded by Al Goularte in 1993. Versa Marketing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-13678) on Sept. 7, 2018. In the petition signed by CEO A.J. Goularte, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Rene Lastreto II oversees the case. VISUAL HEALTH: CBB Secured Claim to be Paid from Exit Financing --------------------------------------------------------------- Visual Health Solutions, Inc. filed with the U.S. Bankruptcy Court for the District of Colorado an amended disclosure statement to its amended plan of reorganization dated Nov. 13, 2018. In this latest filing, Colorado Business Bank's Class 3 secured claim will be treated as follows: The Class 3 claimant will be allowed in the amount of $1,394,834.61. The Class 2 claim will be bifurcated into a secured portion and an unsecured portion. The allowed secured portion will be in the amount of $350,000. The remainder amount of $1,044,834.61 is unsecured and will be treated as a Class 14 unsecured claim. The secured portion will be paid in full from the Exit Financing within 10 business days of the Effective Date of the plan. The Debtor's ongoing business operations provide a means of funding of the plan. The restructuring of the Debtor's debt and continuing to operate in the ordinary course will allow the Debtor to maximize the distribution to creditors. A copy of the Amended Disclosure Statement is available at https://is.gd/lK6PTQ from Pacermonitor.com at no charge. About Visual Health Solutions Headquartered in Fort Collins, Colorado, Visual Health Solutions, Inc. -- http://www.visualhealthsolutions.com/-- creates multimedia content, including medical animations, medical illustrations, and interactive graphics for the healthcare industry. Visual Health Solutions' multimedia medical library content includes 3D medical animations, medical device animations, pharmaceutical MOA animations, multimedia programs, medical illustrations, and interactive anatomy models. Visual Health partners with hospitals to create new patient education content and pharmaceutical companies to assist with sales training and product launch or development. Visual Health Solutions filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017. In the petition signed by CEO Paul Baker, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. Judge Elizabeth E. Brown presides over the case. Aaron A Garber, Esq., at Buechler & Garber, LLC serves as the Debtor's bankruptcy counsel to the Debtor. Weinman & Associates, is the Debtor's special investigation counsel. WALDRON DEVELOPMENT: Exclusive Plan Filing Period Moved to Jan. 10 ------------------------------------------------------------------ The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois, at the behest of Waldron Development Company, has extended the periods during which the Debtor has the exclusive right to file and to obtain acceptances of a plan up to and including Jan. 10, 2019 and March 11, 2019, respectively. About Waldron Development Company Waldron Development Company owns a three-flat apartment building at 3838 North Kenmore, Chicago, Illinois. Waldron Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14, 2017. The Debtor intends to use Chapter 11 to effectuate a sale of the building under Section 363(b) of the Bankruptcy Code, or to restructure the debt on the building. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Jacqueline P. Cox presides over the case. The Debtor tapped The Law Office of William J. Factor, Ltd., as its legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its accountants; and Ten-X LLC as its marketplace and transaction host relating to the sale of real property. WEQ HOLDINGS: Claim Filing Deadline Set for Feb. 15 --------------------------------------------------- Pursuant to an order of the Supreme Court of British Columbia dated Dec. 17, 2018, any person who believes that it has a claim against WEQ Holdings Inc. fka Westernone Inc., and its former directors and officers should file proofs of claim to The Bowra Group Inc., the companies' liquidator, by 5:00 p.m., local Vancouver time, on Feb. 15, 2019. A copy of the claims procedure order providing a full definition of claims being called for can be found on the liquidator's website at https://www.bowragroup.com. Claimants should file their claim at: The Bowra Group Inc. Bentall 1 Centre, Box 72 505 Burrard St. #430 Vancouver, British Columbia V7X 1M3 Attention: Gordon Brown Fax: 604-689-8584 Tel: 604-689-8939 Email: westernone@bowgroup.com WEQ Holdings Inc. -- http://www.weq.ca/-- provides engages in construction and infrastructure businesses in Western Canada. The company offers cooling and air quality management services and remote monitoring and control of equipment. WOODBRIDGE GROUP: SEC Charges 13 Brokers for Selling Securities --------------------------------------------------------------- The Securities and Exchange Commission announced charges against an additional 13 individuals and 10 companies for unlawfully selling securities of Woodbridge Group of Companies LLC to retail investors. Woodbridge collapsed into bankruptcy in December 2017 and the SEC previously charged the company, its owner and others with operating a $1.2 billion Ponzi scheme and charged five of the top Florida-based sales agents for securities and broker-dealer registration violations. The 13 individual defendants charged were among Woodbridge's top revenue producers, selling more than $350 million of its unregistered securities to more than 4,400 investors. According to the complaints, the defendants marketed Woodbridge's securities as a "safe" and "secure" investment and reaped millions of dollars in commissions on their sales even though they were not registered as, or associated with, registered broker-dealers. The SEC also alleges that defendant Jordan Goodman, a self-described "media influencer," touted Woodbridge without disclosing that he was paid to do so. "The SEC has now charged 18 of Woodbridge's highest-earning unregistered sales agents who sold more than $400 million of its securities to retail investors," said Eric I. Bustillo, Director of the SEC's Miami Regional Office. "Our continuing investigation of Woodbridge seeks to hold those who aided this massive fraud accountable and to return funds to harmed investors." In its latest actions, the SEC is seeking court-ordered injunctions, return of allegedly ill-gotten gains with interest, and financial penalties against Robert S. "Lute" Davis, Jr., Donald Anthony Mackenzie, Jordan E. Goodman, Aaron R. Andrew, Jeffrey L. Wendel, Alan H. New, David N. Knuth, Randy T. Rondberg, Richard Fritts, Marcus Bradford Bray, Gregory W. Anderson, Claude Steven Mosley, Gregory A. Koch, and their companies Old Security Financial Group Inc., Paramount Financial Services Inc. d/b/a Live Abundant, Wendel Financial Network LLC, Synergy Investment Services LLC, Trager LLC, Fritts Financial LLC, Bradford Solutions LLC, Balanced Financial Inc., Security Financial LLC, and Koch Insurance Brokers LLC. Mr. Goodman settled the SEC's charges without admitting or denying the allegations and agreed to disgorgement of $2.29 million plus prejudgment interest of $315,850 and a $100,000 penalty, and to be subject to an injunction and industry and penny stock bars. Synergy Investment Services, New, and Knuth settled the SEC's charges without admitting or denying the allegations with the court to determine disgorgement, interest, and penalties at a later date. The SEC also reached settlements in its previously filed action against Florida-based sales agents Barry M. Kornfeld, Ferne Kornfeld, and Albert D. Klager. Without admitting or denying the allegations, the three agreed to a permanent injunction and industry and penny-stock bars. The Kornfelds agreed to disgorgement of $3.69 million plus $690,497 in prejudgment interest. Additionally, Barry Kornfeld agreed to a $500,000 penalty and Ferne Kornfeld agreed to a $150,000 penalty. Mr. Klager agreed to $1.36 million in disgorgement, $278,908 in prejudgment interest, and a $100,000 penalty. The SEC's investigation has been conducted by Scott A. Lowry, Russell Koonin, Christine Nestor, and Mark Dee in the Miami Regional Office, and supervised by Jason R. Berkowitz and Fernando Torres. The litigation will be led by Ms. Nestor, Mr. Koonin, and Mr. Lowry under the supervision of Andrew O. Schiff. The SEC appreciates the assistance of the Texas State Securities Board, Florida Office of Financial Regulation, Arizona Corporation Commission - Securities Division, California Office of the Attorney General and the Department of Business Oversight, Colorado Division of Securities, Pennsylvania Department of Banking and Securities - Bureau of Securities Compliance and Examinations, Utah Department of Commerce - Division of Securities, and the Financial Industry Regulatory Authority. 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. Gibson, Dunn & Crutcher, LLP, and Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, is the Debtors' special counsel; Province, Inc., is the expert consultant, and Moelis & Company LLC, is the 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. Venable LLP is the Fiduciary Committee of Unitholders' legal counsel. Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of Noteholders, and Conway MacKenzie, Inc., is the financial advisor. 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. XTAL INC: Seeks to Hire Alston & Bird as Legal Counsel ------------------------------------------------------ XTAL Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Alston & Bird LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly fees: Leib Lerner Partner $700 Diane Stanfield Senior Counsel $700 Ryan Koppelman Partner $700 Helen Su Partner $650 Anthony Greene Associate $585 Kendrick Lam Associate $465 Alina Ananian Associate $385 Melanie Mizrahie Paralegal $290 Alston & Bird received $250,000, of which $50,000 was paid by the Debtor as a flat fee for the preparation and filing of the petition. The Debtor also paid $1,717 for the filing fee. Leib Lerner, Esq., a partner at Alston & Bird, disclosed in a court filing that the firm neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate or creditors. The firm can be reached through: Leib M. Lerner, Esq. Anthony L. Greene, Esq. Alina A. Ananian, Esq. Alston & Bird LLP 333 S. Hope Street, 16th Floor Los Angeles, CA 90071 Telephone: (213) 576-1000 E-mail: leib.lerner@alston.com E-mail: anthony.greene@alston.com E-mail: alina.ananian@alston.com About XTAL Inc. XTAL Inc. -- http://www.xtalinc.com/-- is a designer and manufacturer of semiconductor devices located in the Silicon Valley. It specializes in yield enhancement, software optimization and hardware implementation targeting semiconductor ecosystem. XTAL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 18-52770) on Dec. 17, 2018. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Elaine M. Hammond. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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