/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190530.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, May 30, 2019, Vol. 23, No. 149 Headlines 132 30TH STREET: Seeks to Hire Rosenberg Musso as Legal Counsel AEQUITAS MANAGEMENT: Court Sets July 31 Claims Bar Date ALLIANCE SECURITY: $500K Sale of All Assets to Security Systems OKd AMERICA-CV NETWORK: Case Summary & 20 Largest Unsecured Creditors AVANTOR INC: Fitch Raises Issuer Default Rating to 'B+' BELIEVERS BIBLE: Sale of Fulton County Property Approved BIOSTAGE INC: All Three Proposals Approved at Annual Meeting BLACKLICK HOTSPOT: Seeks to Hire Robert O Lampl as Legal Counsel CAMBER ENERGY: Finalizing Closing Docs. for Lineal Acquisition D&M CAPITAL: Case Summary & 20 Largest Unsecured Creditors DIFFUSION PHARMACEUTICALS: Closes $6.45 Million Direct Offering DIFFUSION PHARMACEUTICALS: Sabby Volatility Reports 9.35% Stake DORIAN LPG: Incurs $16 Million Net Loss in Fourth Quarter DPW HOLDINGS: Raises $700,000 Through Sale of Promissory Notes EDGEMARC ENERGY: May 29 Meeting Set to Form Creditors' Panel ELK PETROLEUM: May 31 Meeting Set to Form Creditors' Panel ESPINOSA GROUP: Case Summary & 20 Largest Unsecured Creditors FIRSTENERGY SOLUTIONS: Can Begin Soliciting Votes for Ch.11 Plan GATEWAY RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors GREATER APOSTOLIC: Seeks to Hire Speckman Law Firm as Counsel GULF MEDICAL: $2.2M Sale of All Assets to Aerocare Approved HANNAH SOLAR: Seeks to Hire Robl Law Group as Legal Counsel HERMITAGE INN: Case Summary & 20 Largest Unsecured Creditors HEXION INC: Wins Approval to Begin Soliciting Votes on Plan HILLCREST RESORT: Seeks to Hire Pepping Balk as Legal Counsel HOLLANDER SLEEP: Seeks to Market Test Deal with Term Lenders INTEGRATED STRUCTURES: $20.8MM in New Sub Contracts Disclosed J.L. SMITH ACADEMY: Case Summary & 4 Unsecured Creditors JAMES O BRADY: Seeks to Hire Ivey McClellan as Legal Counsel JAMES O BRADY: Seeks to Hire Robinson Tax as Accountant JASON CURTIS: Seeks to Hire Victor W. Dahar as Legal Counsel LUNAR ENTERTAINMENT: Hires Jody D. Radcliff as Accountant LUXENT INC: Seeks to Hire Force Ten as Financial Advisor MAREMONT CORP: Court Confirms Asbestos Trust-Centered Plan NE REAL ESTATE: Seeks to Hire McNeil Legal Services as Counsel NEAL STUBBS: $435K Sale of Costa Rica Property to Tucci Approved NEW CAFÉ MINUTKA: Seeks to Hire Alla Kachan as Legal Counsel NOAH CORPORATION: Case Summary & 20 Largest Unsecured Creditors NOAH OPERATIONS: Seeks to Hire Prince Yeates as Counsel ORCHIDS PAPER: Committee Hires Lowenstein Sandler as Counsel PEEQ MEDIA: Seeks to Hire Kirby Aisner as Attorney PLATTSBURGH MEDICAL: Hires Dreyer Boyajian as Special Counsel PON GROUP: Hires Alan D. Lasko & Associates as Accountant QUOTIENT LIMITED: Releases Q4 & Full Year 2019 Financial Results RADIO PERRY: Seeks to Hire Stone & Baxter as Counsel RELIABLE GALVANIZING: Hires Arnold S. Newman as Special Counsel RICHLAND FARMS: $451K Sale of Lincoln County Approved SILVER STATE: $4.3M Sale of North Richland Hills Property Approved SOUTHEASTERN METAL: Hires Weir & Partners as Counsel STOP ALARMS: Trustee Hires Frazier & Associates as Accountant SUPPLY PRO: $480K Sale of Assets to NPS Corp. Approved TRIOMPHE HOSPITALITY: Hires Joseph J. D'Agostino as Counsel ULTRA PETROLEUM: Extends Deadlines for Exchange Offer UTOPIX MEDICAL: Seeks to Hire OAM Group as Accountant VALLEY RIVER: Seeks to Hire Pitts Hay & Hugenschmidt as Attorney WALTER POSNER: Lease Agreement for Bannockburn Property Approved WASHINGTON PRIME: Fitch Lowers LT Issuer Default Rating to 'BB-' WHITE STAR: Files for Chapter 11 with Support of Lenders WHITE STAR: No Allowable Claims for Involuntary Petitioners ZACKY & SONS: $1.9M Sale of Fresno Property to Charlies Approved [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 132 30TH STREET: Seeks to Hire Rosenberg Musso as Legal Counsel --------------------------------------------------------------- 132 30th Street of Brooklyn Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Rosenberg, Musso & Weiner LLP as its legal counsel. The firm will advise the Debtor of its power and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Partners $650 Associates $525 Rosenberg received a retainer fee in the amount of $8,000. Bruce Weiner, Esq., a partner at Rosenberg, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bruce Weiner, Esq. Rosenberg, Musso & Weiner LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Tel: (718) 855-6840 Fax: 718-625-1966 E-mail: courts@nybankruptcy.net About 132 30th Street of Brooklyn Corp. 132 30th Street of Brooklyn Corp. provides residential building construction services. 132 30th Street of Brooklyn sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42425) on April 24, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of less than $1 million. The case is assigned to Judge Nancy Hershey Lord. Rosenberg, Musso & Weiner LLP is the Debtor's counsel. AEQUITAS MANAGEMENT: Court Sets July 31 Claims Bar Date ------------------------------------------------------- The U.S. District Court in Portland, Oregon, in Case No. 16-CV-00438-JR entered an order on April 14, 2016 appointing Ronald F. Greenspan as "Receiver" for Aequitas Management, LLC, Aequitas Holdings, LLC, Aequitas Commercial Finance, LLC, Aequitas Capital Management, Inc., Aequitas Investment Management, LLC and specified subsidiaries and majority owned affiliates as set forth in the Order Appointing Receiver. On April 25, 2019, the court entered an Order Establishing the Claims Bar Date, Approving the Form and Manner of Notice and Approving the Proof of Claim Form, Procedures and other Related Relief. The court established July 31, 2019 as the deadline for claims to be submitted (the "Claims Bar Date"). To submit a claim, Claimants and Administrative Claimants must properly complete and sign a Proof of Claim Form and, ‎together with supporting documentation, must timely submit it to the Receiver's Claims ‎Agent by * electronic mail, as an attachment in portable document format (.pdf), to ‎Aequitas@epiqglobal.com; or * by mail addressed to Aequitas Receivership Claims ‎Processing Center, c/o Epiq Corporate Restructuring, LLC, P.O. Box 4421, Beaverton, OR ‎‎97076-4421; or * by courier service addressed to Aequitas Receivership Claims Processing ‎Center, c/o Epiq Corporate Restructuring, LLC, 10300 SW Allen Blvd., Beaverton, OR 97005. If submitted by electronic mail or courier service, the Proof of Claim Form, with supporting documentation must be delivered to the Claims Agent not later than the Claims Bar Date. If submitted by mail, the Proof of Claim Form, with supporting documentation must be postmarked no later than the Claims Bar Date. The Notice of Claims Bar Date, the Proof of Claim Form, information regarding procedures for submitting a claim, along with other additional and helpful information, including Frequently Asked Questions will be available for downloading and review from the Claims Agent's website (http://www.AequitasClaims.com),where inquiries related to the claim process can also be submitted. You may also submit a general inquiry through the Aequitas Receivership's general website at: http://www.kccllc.net/aequitasreceivership/inquiry ALLIANCE SECURITY: $500K Sale of All Assets to Security Systems OKd ------------------------------------------------------------------- Judge Diane Finkle of the U.S. Bankruptcy Court for the District of Rhode Island to authorized Alliance Security, Inc.'s sale of substantially all assets to Security Systems, Inc. for $500,000, plus the payment of the Seller's accounts payable incurred in connection with the Seller's sale, installation or purchase of alarm accounts (including, but not limited to employee payroll, dealer funding, payroll taxes, and employee benefits) and not funded by the Buyer prior to the Closing up to $300,000, plus any additional purchase price premium due as a result of the Seller's average weekly alarm installations as set forth in Schedule C of the Asset Purchase Agreement. The Sale Hearing was held on May 16, 2019. The Sale is free and clear of all liens, liabilities, security interests, claims, encumbrances, and interests of any kind or nature whatsoever, with all such interests of any kind or nature whatsoever to attach to the net proceeds of the Sale. For the later of the closing of the bankruptcy proceeding or 12 months after the Closing date, (a) neither the Buyer nor the Debtor will dispose of or destroy any of the business records and files of the Debtor or relating to any Assets; and (b) the Buyer and the Debtor will allow each other, any applicable assignee, any person authorized by Court order, and the representatives of any of the foregoing, reasonable access during normal business hours, and upon reasonable advance notice and to the extent permitted by applicable Law, to all employees, files, the books and records and other materials included in the Assets. The Debtor will file with the Court and serve via CM/ECF, a report of sale within 14 days of the Closing. As provided by Bankruptcy Rules 6004(h) and 6006(d), the Sale Order will not be stayed for 14 days after entry and will be effective immediately upon entry. About Alliance Security Based in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D.R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Jasjit Gotra, its president and CEO. Judge Diane Finkle oversees the case. The Debtor tapped the firm of Shechtman Halperin Savage, led by Thomas E. Carlotto and James G. Atchison, as bankruptcy counsel; Venable, LLP as its special counsel; and DiSanto, Priest & Co. as its accountant. The U.S. Trustee for the District of Rhode Island appointed an official committee of unsecured creditors on July 27, 2017. The Committee retained Robinson & Cole LLP as its counsel. AMERICA-CV NETWORK: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- America-CV Network, LLC 19-16976 13001 NW 107th Ave Hialeah Gardens, FL 33018 Caribevision TV Network, LLC 19-16977 13001 NW 107th Ave Hialeah Gardens, FL 33018 Business Description: America-CV Network, LLC provides broadcasting services. Chapter 11 Petition Date: May 28, 2019 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Jay A. Cristol Debtors' Counsel: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2 St #4400 Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 E-mail: pbattista@gjb-law.com - and - Heather L. Harmon, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 S.E 2 St #4400 Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 E-mail: HHarmon@gjb-law.com - and - MARCELL FELIPE ATTORNEYS - and - FLETCHER, HEALD & HILDRETH, P.L.C. America-CV Network's Estimated Assets: $10 million to $50 million America-CV Network's Estimated Liabilities: $1 million to $10 million Caribevision TV's Estimated Assets: $1 million to $10 million Caribevision TV's Estimated Liabilities: $1 million to $10 million The petitions were signed by Carlos Vasallo, authorized representative. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flsb19-16976.pdf http://bankrupt.com/misc/flsb19-16977.pdf A. List of America-CV Network's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Dorta & Ortega P.A. $445,482 3860 SW 8th Street PH Coral Gables, FL 33134 2. Empire State Building Co. LLC $429,164 P.O. Box 347606 Pittsburgh, PA 15251-4606 3. Mundofox Broadcasting LLC $187,639 62981 Collection Center Dr. Chicago, IL 60653-0628 4. David M. Rogero P.A. $91,635 2625 Ponce de Leon Boulevard Suite 280 Coral Gables, FL 5. Humana Health $67,356 Insurance of FL PO Box 3277 Milwaukee, WI 53201 6. Rasco Klock $64,671 Perez & Nieto P.L. 2555 Ponce de Leon Blvd, Suite 600 Coral Gables, FL 33134 7. American Tower Corp. $53,843 29637 Network Place Chicago, IL 60673-1296 8. Innovative Service $49,517 Technology Management 934 Glenwood Avenue, Suite 250 Atlanta, GA 30316-1816 9. AC Nielsen Corporation $47,034 PO Box 88961 Chicago, IL 60695-8961 10. United Teleports Inc. $47,000 19000 NE 5th Avenue Miami, FL 33179 11. Sherjan Broadcasting $45,979 21050 NE 38th Ave. #2304 Aventura, FL 33180 12. Comcast ABB Network $28,737 Solutions, Inc. PO BOX 37601 Philadelphia, PA 19101-0601 13. IPFS Corporation $23,295 P.O. Box 730223 Dallas, TX 75373-0223 14. Wideorbit Inc. $22,768 Dept CH 17518 Palatine, IL 60055-7518 15. Beers Enterprises $21,104 Incorporated DBA The Switch P.O. BOX 12018 Lewiston, ME 04243-9494 16. National Economic $20,925 Research Associates P.O. Box 7247-6754 Philadelphia, PA 19170-6754 17. FPI Security $18,425 Services Inc. P.O.Box 126356 Hialeah, FL 33012-1605 18. Fletcher Heald $18,225 & Hildreth PLC 1300 North 17th St 11th Floor Arlington, VA 22209 19. Borinquen $17,022 Communication Inc. Car 824 Km 7.2 Bo Qda Cruz Sector Los Perez Toa Alta, PR 00954 20. Marcell Felipe P.A. $15,000 1001 Brickell Bay Dr, Suite 1504 Miami, FL 33131 B. List of Caribevision TV's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Dorta & Ortega P.A. $500,660 3860 SW 8th St. PH Miami, FL 33134 2. ESRT Empire State $492,000 Building, LLC 111 W. 33rd St 12th Floor New York, NY 10120 3. America Teve $0 Network, Inc. Attn: Etan Mark, Esq. 80 SW 8th St. Miami, FL 33130 4. Okeechobee Television $0 Corporation Attn: Etan Mark, Esq. 80 SW 8th St. Miami, FL 33130 5. Omar Alejandro $0 Saul Romay Attn: Etan Mark, Esq. 80 SW 8th St. Miami, FL 33130 6. Promisa, Inc. $0 Attn: Etan Mark, Esq. 80 SW 8th St. Miami, FL 33130 7. Sherjan Broadcasting, Inc. $0 Attn: Etan Mark, Esq. 80 SW 8th St. Miami, FL 33130 8. Telecenter, Inc. $0 Attn: Etan Mark, Esq. 80 SW 8th St. Miami, FL 33130 Pending bankruptcy cases filed by affiliates: Debtor Petition Date Case No. ------ ------------- -------- America-CV Station Group, Inc. 5/14/19 19-16355 Caribevision Holdings, Inc. 5/14/19 19-16359 AVANTOR INC: Fitch Raises Issuer Default Rating to 'B+' ------------------------------------------------------- Fitch Ratings has upgraded Avantor, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B+' from 'B' following the anticipated debt reduction from the proceeds of the initial public offering of Avantor's common stock, resulting in gross debt/EBITDA of roughly 5.7x following the IPO. The upgrade is also supported by continued strong operating performance and continued realization of deal synergies related to the VWR Inc. acquisition. The ratings apply to roughly $5.4 billion of debt outstanding pro forma for the IPO. The Rating Outlook is Positive given the expectation for further deleveraging in the near term. KEY RATING DRIVERS Stronger Position and Diversification: The combination of Avantor, Inc. and VWR Inc. increases its position in the global life sciences market with almost $6 billion in annual sales. The strategic rationale is supported by stable positive FCF generation through highly diversified consumables- and service-focused revenues enhanced access to customers and benefits of servicing the biopharma industry. The laboratory supply market has not experienced the same attention from a regulatory or pricing standpoint as the rest of the healthcare industry. As such, Fitch expects Avantor to generate low single-digit growth above industry. Leverage Improving Following IPO: Avantor's May 2019 IPO proceeds are expected to pay off preferred equity and materially reduce term loan borrowings, resulting in gross debt/EBITDA of roughly 5.7x. Cost synergies should help to further reduce gross debt/EBITDA during the intermediate term. Fitch believes some amount of cost synergies are generally achievable, based on the cost structures of the companies that were combined and the past history of both in realizing cost synergies following acquisitions. The Positive Outlook reflects the belief that Avantor could maintain a credit profile supportive of a higher rating than 'B+', while also incorporating targeted acquisitions in its forecast. Positive and Improving FCF: Low-single-digit organic revenue growth and incrementally improving pro forma margins should drive consistently positive FCF of roughly $260 million during 2019 and significantly greater thereafter. A decline in cash interest expense from term loan reduction following the IPO supports higher FCF throughout the forecast period. Laboratory product distribution, as with most other distribution businesses, generates relatively low margins. However, margins benefit from the legacy Avantor business and VWR's higher-margin, private-label segment, and anticipated integration synergies. Fitch's forecast incorporates roughly $220 million of annual cost synergies by 2020. Moderate Growth: Fitch expects Avantor to generate moderate organic revenue growth. Single-digit revenue growth, driven by near mid-single-digit growth in the Americas and biopharma, should benefit from positive demographic trends and advancements in technology. Strong biopharma sales will likely more than offset the relatively softer performance in government and academic end markets. Fitch's rating case forecast for Avantor does not include explicit revenue synergies related to the business combination; this could prove an upside to the forecast in the later years of the rating horizon. DERIVATION SUMMARY Avantor's strongest competitors are significantly larger, with leading positions in the life sciences industry and more advantageous capital structures. Thermo Fisher is Avantor's closest peer within the lab products industry. Thermo Fisher, a direct distribution competitor, is materially larger than VWR as it has an industry-leading manufacturing business, and is much more conservatively capitalized; Fitch currently rates Thermo Fisher 'BBB'. Other 'B+' rated healthcare companies operating in different industry subsectors typically have leverage sensitivities in the 5.0x-6.0x range. Avantor's IDR of 'B+' is supported by its strong operating profile, significant FCF generation and moderating gross debt/EBITDA following the IPO. KEY ASSUMPTIONS - Low- to mid-single-digit organic growth periodically augmented by acquisitions; - Margin improvement as cost control, integration synergies, and favorable mix more than offset any pricing headwinds; - FCF consistently positive, capex around 1.5% of revenue; debt reduction balanced with acquisitions. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Continued operational strength and maintenance of a higher level of positive FCF generation sufficient to fund targeted acquisitions and significant debt reduction; - Substantially achieving all Fitch forecast cost synergies ($220 million) associated with the VWR acquisition by the end of 2020, with gross debt/EBITDA below 5.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Increased competitive and/or regulatory operating pressure that weighs on sales margin and cash flow generation; - Falling meaningfully short of achieving all Fitch forecast cost synergies ($220 million) stemming from the VWR acquisition; - Gross debt/EBITDA sustained above 6.0x. BELIEVERS BIBLE: Sale of Fulton County Property Approved -------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Believers Bible Christian Church, Inc.'s sale of the real property located on Campbellton Road, as described in Deed Book 10985, Page 75 of the Fulton County, Georgia, records and Deed Book 14319, Page 143 of the Fulton County, Georgia records. The sale is free and clear of Liens. The liens, claims, or interests of the Internal Revenue Service and the Georgia Department of Revenue in the Property will attach to the proceeds of the sale of the Property. About Believer's Bible Christian Church Believers Bible Christian Church, Inc., previously filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 08-61958) on Feb. 4, 2008, and was represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. The case was assigned to Judge Joyce Bihary. The Debtor estimated assets and debts at $1 million to $10 million at the time of the filing. Based in Atlanta, Georgia, Believers Bible Christian Church again filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-65531) on Sept. 2, 2016, listing assets and debt at $1 million to $10 million at the time of the filing. William A. Rountree, Esq., at Macey, Wilensky & Hennings LLC, serves as Chapter 11 counsel. The 2016 petition was signed by Theo A. McNair Jr., its president. No official committee of unsecured creditors has been appointed in the 2016 case. The Debtor tapped Price Realty Group, as real estate agent, to sell two parcels of real property it owns located along Campbellton Road, Atlanta, Georgia. BIOSTAGE INC: All Three Proposals Approved at Annual Meeting ------------------------------------------------------------ Biostage, Inc., held its annual meeting on May 24, 2019, at which. the Company's stockholders: (i) elected Jason Jing Chen and Matthew Dallas as a Class III director for a three-year term, such term to continue until the annual meeting of stockholders in 2022 and until such respective director's successor is duly elected and qualified or until his earlier resignation or removal. (ii) ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2019; and (iii) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of the Company's common stock to 60,000,000. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage repored a net loss of $7.52 million for the year ended Dec. 31, 2018, compared to a net loss of $11.91 million for the year ended Dec. 31, 2017. As of March 31, 2019, Biostage had $2.33 million in total assets, $1 million in total liabilities, and $1.33 million in total stockholders' equity. In its report dated March 29, 2019, RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued an opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2018, expressing substantial doubt about the Company's ability to continue as a going concern. The auditor stated that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. BLACKLICK HOTSPOT: Seeks to Hire Robert O Lampl as Legal Counsel ---------------------------------------------------------------- Blacklick Hotspot Corp. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Robert O Lampl Law Office as its legal counsel. The firm will assist the Debtor in the administration of its bankruptcy estate, represent the Debtor in adversary proceedings, and provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Robert Lampl $450 John Lacher $400 David Fuchs $375 Ryan Cooney $300 Sy Lampl $250 Paralegal $150 Neither the firm nor any of its employees represents interest adverse to the Debtor or any other "parties-in-interest," according to court filings. The firm can be reached through: Robert O Lampl, Esq. John P. Lacher, Esq. David L. Fuchs, Esq. Ryan J. Cooney, Esq. Sy O. Lampl, Esq. Robert O Lampl Law Office 223 Fourth Avenue, 4th Fl. Pittsburgh, PA 15222 Phone: (412) 392-0330 Fax: (412) 392-0335 E-mail: rlampl@lampllaw.com About Blacklick Hotspot Corp. Blacklick Hotspot Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70269) on May 3, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Jeffery A. Deller. CAMBER ENERGY: Finalizing Closing Docs. for Lineal Acquisition -------------------------------------------------------------- Camber Energy, Inc., said that it and Lineal Star Holdings, www.LinealStar.com, the acquisition target which Camber is seeking to acquire (through its subsidiaries) pursuant to its previously disclosed non-binding letter of intent, are finalizing closing documents for the planned combination transaction, which the Company expects to complete by Friday, May 31, 2019. The closing remains subject to the holder of the Company's Series C Redeemable Convertible Preferred Stock agreeing to the terms of the transaction, Lineal agreeing to certain other required closing conditions, approval of the NYSE American of the transaction agreements, and certain other closing conditions which the Company is taking steps to finalize by this Friday. Lineal's subsidiaries provide midstream and downstream pipeline integrity services, specialty construction and field services and have entered into a non-binding letter of intent to purchase a Houston based Engineering and Procurement firm to expand their current service offering to a full range of engineering, procurement, specialty construction and upstream, midstream and downstream field services. Louis G. Schott, interim chief executive officer of Camber stated, "We are making significant progress in moving towards the closing the previously announced acquisition and are excited about the opportunities this acquisition will provide for revenue growth and increases in shareholder value. We are very close to having final documents with Lineal. We are also in discussions with the holder of our Series C Redeemable Convertible Preferred Stock and anticipate negotiating definitive documents with such holder in the upcoming days." The closing of Camber's Lineal transaction, which is an all-stock transaction, is subject to customary closing conditions, negotiation of final transaction documents and transaction terms, including structuring the transaction to be on a tax free basis, and other conditions, including, but not limited to the consent of the holder of the Company's Series C Preferred Stock, executing an agreement with Camber's Series C Preferred Stock holder amending the Series C Preferred Stock to alter the conversion rights thereof, and obtaining the requisite NYSE American approval, which conditions may not be satisfied in a timely manner, if at all. The transaction contemplates the issuance of a new series of convertible preferred stock which will be convertible into 67-70% of the fully diluted common stock of Camber after shareholder approval, as required under the applicable NYSE American rules and requirements. Upon receipt of shareholder approval, it is contemplated that the shareholders of Lineal will have voting control of the Company. The transaction may not close timely, on the terms set forth in the previously executed Letter of Intent, or at all. The transaction is subject to the conditions above, and the parties currently anticipate entering into a definitive agreement in connection with the transaction (subject to the conditions described above) on or before May 31, 2019, which agreement and definitive terms associated therewith will be included on a Form 8-K filed by the Company. 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 is engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. 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 Dec. 31, 2018, Camber Energy had $10.10 million in total assets, $2.48 million in total liabilities, and $7.62 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. D&M CAPITAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: The D&M Capital Group, LLC 592 Fifth Avenue, Fifth Floor New York, NY 10036 Business Description: The D&M Capital Group, LLC owns and operates a jewelry, luggage, and leather goods store. Chapter 11 Petition Date: May 28, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-11711 Judge: Hon. Shelley C. Chapman Debtor's Counsel: Robert Leslie Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 E-mail: rrattet@rattetlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Moty Spector, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-11711.pdf DIFFUSION PHARMACEUTICALS: Closes $6.45 Million Direct Offering --------------------------------------------------------------- Diffusion Pharmaceuticals Inc. has closed its previously announced registered direct offering, priced at-the-market, with certain institutional investors of 1,317,060 shares of the Company's common stock, at a price of $4.77 per share, for aggregate gross proceeds of approximately $6.28 million. The Company also issued 1,317,060 unregistered warrants to the institutional investors in a concurrent private placement to purchase one share of common stock for each share of common stock purchased with an exercise price of $5.00 per share for aggregate gross proceeds of approximately $165,000. The warrants are exercisable upon issuance and will expire five and one half years following the date of issuance. H.C. Wainwright & Co. acted as the exclusive placement agent in connection with the offering. Diffusion currently intends to use the net proceeds from the offering to fund research and development of its lead product candidate, TSC, including clinical trial activities, and for general corporate purposes. The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) were offered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-231541), which was declared effective by the Securities and Exchange Commission on May 22, 2019. A prospectus supplement and the accompanying prospectus relating to the registered direct offering were filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, or by calling (646) 975-6996 or by emailing placements@hcwco.com or at the SEC’s website at http://www.sec.gov. The warrants and shares issuable upon exercise of the warrants offered in the concurrent private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com/-- is biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss attributable to common stockholders of $26.62 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $2.61 million for the year ended Dec. 31, 2017. As of March 31, 2019, Diffusion had $15.98 million in total assets, $3.03 million in total liabilities, and $12.95 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities that raise substantial doubt about its ability to continue as a going concern. DIFFUSION PHARMACEUTICALS: Sabby Volatility Reports 9.35% Stake --------------------------------------------------------------- Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 23, 2019, they beneficially own 439,020 shares of common stock of Diffusion Pharmaceuticals Inc., which represents 9.35 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/lwfaP5 About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com/-- is biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss attributable to common stockholders of $26.62 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $2.61 million for the year ended Dec. 31, 2017. As of March 31, 2019, Diffusion had $15.98 million in total assets, $3.03 million in total liabilities, and $12.95 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities that raise substantial doubt about its ability to continue as a going concern. DORIAN LPG: Incurs $16 Million Net Loss in Fourth Quarter --------------------------------------------------------- Dorian LPG Ltd. reported its financial results for the three months and fiscal year ended March 31, 2019. Highlights for the Fourth Quarter Ended March 31, 2019 * Revenues of $34.5 million * Daily Time Charter Equivalent rate for its fleet of $18,883 * Adjusted EBITDA of $14.1 million * Net loss of $(16.0) million, or $(0.29) loss per basic and diluted share, and adjusted net loss of $(12.0) million, or $(0.22) adjusted diluted loss per share * Time chartered-in the 2018-built Laurel Prime to the Company's fleet with an expiration during the first calendar quarter of 2020 Highlights for the Fiscal Year Ended March 31, 2019 * Revenues of $158.0 million * TCE rate for the Company's fleet of $21,746 * Adjusted EBITDA of $64.4 million, which includes $10.0 million of expenses related to the BW LPG proposal * Net loss of $(50.9) million, or $(0.93) EPS, and adjusted net loss of $(43.1) million, or $(0.79) adjusted EPS, which also includes $10.0 million of expenses related to the BW LPG proposal, or $(0.18) per diluted share John Hadjipateras, chairman, president and chief executive officer of the Company, commented, "We are encouraged by market improvements over the last two months, which resulted in rates not seen since the start of 2016, and we are cautiously optimistic about a sustained improvement in rates as North American LPG export capacity is forecast to grow considerably over the next two years. We already have two ships which are fitted with exhaust gas cleaning equipment and plan to have more than half our fleet take advantage of the expected fuel price differentials. Our teams have worked diligently over the last eighteen months to prepare for the impending IMO 2020 changes and further enhance our fleet's competitive position." Fourth Quarter Fiscal Year 2019 Results Summary The Company's net loss amounted to $(16.0) million, or $(0.29) per share, for the three months ended March 31, 2019, compared to a net loss of $(3.5) million, or $(0.06) per share, for the three months ended March 31, 2018. The Company's adjusted net loss amounted to $(12.0) million, or $(0.22) per share for the three months ended March 31, 2019, compared to adjusted net loss of $(9.8) million, or $(0.18) per share, for the three months ended March 31, 2018. The Company has adjusted its net loss for the three months ended March 31, 2019 for an unrealized loss on derivative instruments of $3.9 million. The $2.2 million change in adjusted net loss for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 is primarily attributable to a reduction in revenues of $4.6 million, a $0.6 million increase in voyage expenses, and the addition of $0.2 million in charter hire expenses from the Company's chartered-in VLGC, partially offset by a $1.4 million increase in realized gain on derivatives, a $1.0 million decrease in general and administrative expenses, and a 0.8 million decrease in interest and finance costs. The TCE rate for the Company's fleet was $18,883 for the three months ended March 31, 2019, a 23.5% decrease from the $24,695 TCE rate from the same period in the prior year, primarily driven by relatively flat spot market rates coupled with increased bunker prices. Total fleet utilization (including the utilization of the Company's vessels deployed in the Helios Pool) increased from 79.2% in the quarter ended March 31, 2018 to 90.2% in the quarter ended March 31, 2019. Vessel operating expenses per day increased to $8,104 during the three months ended March 31, 2019 from $8,027 in the same period in the prior year. Revenues Revenues of $34.5 million for the three months ended March 31, 2019, including net pool revenues-related party, voyage charters, time charters and other revenues earned by the Company's vessels, decreased $4.6 million, or 11.7%, from $39.0 million for the three months ended March 31, 2018. The decrease is primarily attributable to a reduction in TCE rates partially offset by an increase in utilization from 79.2% for the three months ended March 31, 2018 to 90.2% for the three months ended March 31, 2019. The reduction in TCE rates from $24,695 during the three months ended March 31, 2018 to $18,883 during the three months ended March 31, 2019 was primarily driven by relatively flat spot market rates coupled with increased bunker prices. Voyage Expenses Voyage expenses were $0.9 million during the three months ended March 31, 2019, an increase of $0.6 million, or 180.4%, from $0.3 million for the three months ended March 31, 2018. Voyage expenses are all expenses unique to a particular voyage, including bunker fuel consumption, port expenses, canal fees, charter hire commissions, war risk insurance and security costs. Voyage expenses are typically paid by the Company under voyage charters, by the charterer under time charters, and by the pool for our vessels chartered to the Helios Pool. Accordingly, the Company mainly incurs voyage expenses for voyage charters or during repositioning voyages between time charters for which no cargo is available or traveling to or from drydocking. The increase in voyage expenses for the three months ended March 31, 2019, when compared to the three months ended March 31, 2018, was mainly attributable to an increase in bunker expenses. Vessel Operating Expenses Vessel operating expenses were $16.0 million during the three months ended March 31, 2019, or $8,104 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time period for the vessels that were in the Company's fleet, increasing slightly by $0.1 million, or 1.0%, from $15.9 million, or $8,027 per vessel per calendar day, for the three months ended March 31, 2018. The increase in vessel operating expenses was primarily the result of a $0.2 million, or $124 per vessel per calendar day, increase in spares, stores, and repairs and maintenance costs, partially offset by a reduction of crew wages and related costs of $0.1 million, or $73 per vessel per calendar day. General and Administrative Expenses General and administrative expenses were $5.7 million for the three months ended March 31, 2019, a decrease of $1.0 million, or 15.4%, from $6.7 million for the three months ended March 31, 2018. The decrease was mainly due to a $0.5 million decrease in professional and legal fees unrelated to the BW Proposal, a $0.5 million financial advisory fee during the three months ended March 31, 2018 that did not recur during the three months ended March 31, 2019, and a $0.3 million decrease in salaries, wages and benefits, partially offset by an increase of $0.1 million in stock-based compensation and an increase of $0.2 million in other general and administrative expenses. Interest and Finance Costs Interest and finance costs amounted to $10.1 million for the three months ended March 31, 2019, a decrease of $0.8 million, or 7.1%, from $10.9 million for the three months ended March 31, 2018. The decrease of $0.8 million during the three months ended March 31, 2019 was mainly due to a reduction of $2.2 million in amortization of deferred financing fees primarily resulting from the accelerated amortization of deferred financing fees from the refinancings of the Concorde and Corvette during the three months ended March 31, 2018, along with a decrease of $0.1 million in loan expenses. Partially offsetting the reductions was an increase of $1.5 million in interest incurred on our long-term debt, primarily resulting from an increase in LIBOR, partially offset by a decrease in average indebtedness. Average indebtedness, excluding deferred financing fees, decreased from $764.4 million for the three months ended March 31, 2018 to $723.8 million for the three months ended March 31, 2019. As of March 31, 2019, the outstanding balance of our long-term debt, excluding deferred financing fees, was $710.1 million. Unrealized Gain/(Loss) on Derivatives Unrealized loss on derivatives amounted to approximately $3.9 million for the three months ended March 31, 2019, compared to a gain of $6.4 million for the three months ended March 31, 2018. The unfavorable $10.3 million change is attributable to changes in the fair value of the Company's interest rate swaps caused by changes in forward LIBOR yield curves and reductions in notional amounts. Realized Gain on Derivatives Realized gain on derivatives amounted to approximately $1.3 million for the three months ended March 31, 2019, compared to a realized gain on derivatives of $0.1 million for the three months ended March 31, 2018. The favorable $1.2 million change is attributable to increases in floating LIBOR resulting in realized gains on interest rate swaps related to the $758 million debt financing facility that we entered into in March 2015. Fiscal Year 2019 Results Summary The Company's net loss amounted to $(50.9) million, or $(0.93) per share, for the year ended March 31, 2019, compared to a net loss of $(20.4) million, or $(0.38) per share, for the year ended March 31, 2018. The Company's adjusted net loss amounted to $(43.1) million, or $(0.79) per share, for the year ended March 31, 2019, compared to an adjusted net loss of $(32.9) million, or $(0.62) per share, for the year ended March 31, 2018. The Company has adjusted its net loss for the year ended March 31, 2019 for unrealized losses on derivative instruments of $7.8 million. The Company has adjusted its net loss for the year ended March 31, 2018 for unrealized gains on derivatives of $8.4 million and gain on early extinguishment of debt of $4.1 million. The unfavorable change of $10.2 million in adjusted net loss for the year ended March 31, 2019 compared to the year ended March 31, 2018 is primarily attributable to professional and legal fees related to the BW Proposal of $10.0 million, a $4.9 million increase in interest and finance costs, a $2.6 million increase in vessel operating expenses, and a reduction in revenues of $1.3 million, partially offset by a favorable $5.1 million change in realized gain/(loss) on derivatives, a $1.8 million decrease in general and administrative expenses, a $1.4 million increase in interest income, and a $0.5 million decrease in voyage expenses. The TCE rate for the Company's fleet was $21,746 for the year ended March 31, 2019, a slight 1.0% decrease from the $21,966 TCE rate from the prior year, reflecting continued subdued market conditions. Total fleet utilization (including the utilization of the Company's vessels deployed in the Helios Pool) increased from 89.1% in the year ended March 31, 2018 to 89.9% in the year ended March 31, 2019. Vessel operating expenses per day decreased to $8,329 in the year ended March 31, 2019 from $8,009 in the prior year. Revenues Revenues, which represent net pool revenues-related party, time charters, voyage charters and other revenues earned by the Company's vessels, were $158.0 million for the year ended March 31, 2019, a decrease of $1.3 million, or 0.8%, from $159.3 million for the year ended March 31, 2018. TCE rates of $21,746 for the year ended March 31, 2019 decreased from $21,966 for the year ended March 31, 2018. During the year ended March 31, 2018, the board of the Helios Pool approved a reallocation of pool profits in accordance with the pool participation agreements. This reallocation resulted in a $260 increase in our fleet’s overall TCE rates for the year ended March 31, 2018 due mainly to favorable speed and consumption performance of our VLGCs operating in the Helios Pool compared to other VLGCs operating in the Helios Pool. Excluding this reallocation, TCE rates increased slightly by $40 when comparing the year ended March 31, 2019 with the year ended March 31, 2018. The increased spot market rate was partially offset by increased bunker costs and other voyage expenses, which are deducted from gross revenues when calculating TCE rates. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $34.702 during the year ended March 31, 2018 compared to an average of $27.455 for the year ended March 31, 2018. The increase in net pool revenues -- related party was primarily due to the increased spot market rate and an additional vessel being redelivered off time charter and into the Helios Pool in the year ended March 31, 2019. The decrease in time charter revenues during the year ended March 31, 2019 compared to the year ended March 31, 2018 was primarily due to the expiration of a time charter and subsequent redelivery into the Helios Pool in the year ended March 31, 2019. Voyage Expenses Voyage expenses were $1.7 million during the year ended March 31, 2019, a decrease of $0.5 million, or 23.3%, from $2.2 million for the year ended March 31, 2018. Voyage expenses are all expenses unique to a particular voyage, including bunker fuel consumption, port expenses, canal fees, charter hire commissions, war risk insurance and security costs. Voyage expenses are typically paid by us under voyage charters, by the charterer under time charters, and by the pool for the Company's vessels chartered to the Helios Pool. Accordingly, the Company mainly incurs voyage expenses for voyage charters or during repositioning voyages between time charters for which no cargo is available or traveling to or from drydocking. The decrease for the year ended March 31, 2019 when compared to the year ended March 31, 2018 was mainly attributable to a reduction in port charges and other related expenses. Vessel Operating Expenses Vessel operating expenses were $66.9 million during the year ended March 31, 2019, or $8,329 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time period for the vessels that were in its fleet. This was an increase of $2.6 million, or 4.0%, from $64.3 million, or $8,009 per vessel per calendar day, for the year ended March 31, 2018. The increase in vessel operating expenses was primarily the result of a $3.5 million, or $431 per vessel per calendar day, increase in spares, stores, and repairs and maintenance costs, and a $0.3 million purchase of coolant for one of its VLGCs coming off drydock in July 2018, resulting in an increase of $40 per vessel per calendar day. Partially offsetting the increases was a reduction of crew wages and related costs of $1.2 million, or $144 per vessel per calendar day. Professional and Legal Fees Related to the BW Proposal BW LPG Limited and its affiliates made an unsolicited proposal to acquire all of the Company's outstanding common stock and commenced a proxy contest to replace three members of the Company's board of directors with nominees proposed by BW. BW's unsolicited proposal and proxy contest were subsequently withdrawn on Oct. 8, 2018. Professional and legal fees related to the BW Proposal were $10.0 million for the year ended March 31, 2019. General and Administrative Expenses General and administrative expenses were $24.4 million for the year ended March 31, 2019, a decrease of $1.8 million, or 6.7%, from $26.2 million for the year ended March 31, 2018. The decrease was mainly due to a $1.5 million decrease in professional and legal fees unrelated to the BW Proposal, and a $0.6 million decrease in salaries, wages and benefits, partially offset by an increase of $0.3 million in stock-based compensation. The decrease in salaries, wages and benefits was primarily due to $0.4 million decrease in cash bonuses to various employees during the year ended March 31, 2019 compared to the year ended March 31, 2018. Interest and Finance Costs Interest and finance costs amounted to $40.6 million for the year ended March 31, 2019, an increase of $4.9 million from $35.7 million for the year ended March 31, 2018. The increase of $4.9 million during the year ended March 31, 2019 was mainly due to an increase of $9.2 million in interest incurred on the Company's long-term debt, primarily resulting from (i) an increase in LIBOR, (ii) an increase in margin on the $97.0 million bridge loan agreement with DNB Capital LLC, that it repaid in June 2018, and (iii) the fixed interest rates on the refinancings of the Corsair, Concorde, Corvette, Captain John NP, Captain Markos NL, and Captain Nicholas ML, during the year ended March 31, 2019 being higher than floating rates on its long-term debt during the year ended March 31, 2018, partially offset by a decrease in average indebtedness. Average indebtedness, excluding deferred financing fees, decreased from $754.1 million for the year ended March 31, 2018 to $747.2 million for the year ended March 31, 2019. As of March 31, 2019, the outstanding balance of the Company's long-term debt, excluding deferred financing fees, was $710.1 million. Partially offsetting the increases was a reduction of $4.4 million in amortization of deferred financing fees primarily resulting from the accelerated amortization of deferred financing fees from the refinancings of the Corsair, Concorde, and Corvette during the year ended March 31, 2018, along with the amortization of the 2017 Bridge Loan deferred financing fees that did not recur during the year ended March 31, 2019. Unrealized Gain/(Loss) on Derivatives Unrealized loss on derivatives amounted to approximately $7.8 million for the year ended March 31, 2019 compared to an unrealized gain of $8.4 million for the year ended March 31, 2018. The unfavorable $16.2 million change is attributable to changes in the fair value of our interest rate swaps caused by changes in forward LIBOR yield curves and reductions in notional amounts. Realized Gain/(Loss) on Derivatives Realized gain/(loss) on derivatives amounted to a realized gain of approximately $3.8 million for the year ended March 31, 2019, compared to a realized loss of $1.3 million for the year ended March 31, 2018. The favorable $5.1 million change is attributable to increases in floating LIBOR resulting in realized gains on interest rate swaps related to the 2015 Debt Facility. Gain on early extinguishment of debt Gain on early extinguishment of debt amounted to $4.1 million for the year ended March 31, 2018 and was attributable to the repayment of the Company's bank debt provided by Royal Bank of Scotland plc. associated with each of the Captain John NP, Captain Markos NL and the Captain Nicholas ML. There was no gain on early extinguishment of debt for the year ended March 31, 2019. Market Outlook Update Bolstered by additional volumes out of Marcus Hook in the northeast U.S. due to the startup of the Mariner East 2 pipeline, U.S. exports reached their highest levels for the first calendar quarter of 2019 in January with over 3 million metric tons of LPG exported during the month. However, significant reductions in U.S. exports were seen during the rest of the first calendar quarter of 2019 due to closure events in the Houston ship channel. Additionally, there was tightness in the East due to a reduction in Middle Eastern supply related to OPEC production cuts and U.S. sanctions on Iran. This created a strong arbitrage between the West and East, particularly towards the end of the first calendar quarter of 2019. Despite continued U.S.-China tariffs being in place for LPG, the Far East remained the primary destination for U.S. exports. On the demand side, a new PDH facility started in China (Zhejiang Satellite No. 2), which created additional propane demand in the East. PDH margins in the Far East came under pressure in the first calendar quarter of 2019, however, with propylene prices falling and feedstock price remaining strong due to supply issues in Middle East and U.S. during parts of the quarter. This trend was most notable in March 2019 and early April. In Europe and Asia, propane and butane have generally been more economical feedstocks than naphtha so far this year. However, cracker shutdowns and U.S. supply constraints have limited imports for steam cracking somewhat. Overall, as the first quarter progressed, additional western supply helped widen the propane-naphtha spread in NW Europe from approximately $49/metric ton in January to $95/metric ton in March. In the East, this difference was less pronounced with many of the cargoes exported at the end of the quarter out of the U.S. not arriving until the second calendar quarter of 2019. Elsewhere in Asia, India saw a strong first quarter of 2019 in terms of imports with levels hitting 1.4 million metric tons in February. It has been suggested that with upcoming elections and the end of the Indian financial year, many importers were increasing their volumes to the domestic subsidized market. For the first calendar quarter, the Baltic Index averaged $30 per metric ton. The Baltic VLGC Index declined from $36 per metric ton in the fourth calendar quarter of 2018, stabilizing at near $25 per metric ton in February before rising in March to end the month at $41 per metric ton, representing the high for the quarter. For the second calendar quarter to date, the Baltic Index has averaged $56 per metric ton. The VLGC orderbook stands at around 14% of the current global fleet. An additional 38 VLGCs, equivalent to around 3.1 million cbm of carrying capacity, will be added to the global fleet by calendar year-end 2021. The average age of the global fleet is now approximately nine years old. The above summary is based on data derived from industry sources, and there can be no assurances that such trends will continue or that anticipated developments in freight rates, export volumes, the VLGC orderbook or other market indicators will materialize. Seasonality Liquefied gases are primarily used for industrial and domestic heating, as a chemical and refinery feedstock, as a transportation fuel and in agriculture. The LPG shipping market historically has been stronger in the spring and summer months in anticipation of increased consumption of propane and butane for heating during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and the supply of certain commodities. Demand for our vessels therefore may be stronger in the quarters ending June 30 and September 30 and relatively weaker during the quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth these short-term fluctuations and recent LPG shipping market activity has not yielded the expected seasonal results. To the extent any of the Company's time charters expire during the typically weaker fiscal quarters ending December 31 and March 31, it may not be possible to re-charter its vessels at similar rates. As a result, the Company may have to accept lower rates or experience off-hire time for its vessels, which may adversely impact its business, financial condition and operating results. A full-text copy of the press release is available for free at: https://is.gd/mrbwC1 About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. Dorian LPG reported a net loss of US$20.40 million for the year ended March 31, 2018, compared to a net loss of US$1.44 million for the year ended March 31, 2017. As of Dec. 31, 2018, Dorian LPG had $1.65 billion in total assets, $732.09 million in total liabilities, and $927.45 million in total shareholders' equity. DPW HOLDINGS: Raises $700,000 Through Sale of Promissory Notes -------------------------------------------------------------- DPW Holdings, Inc., entered into a Note Purchase Agreement in a bridge financing on May 13, 2019, whereby the Company sold and issued to an investor a promissory note in the principal amount of $575,000 for the purchase price of $500,000, plus a 15% loan fee in the amount of $75,000. The principal amount will be due and payable on or prior to Aug. 9, 2019, subject to extensions as set forth in the First Note. Subsequently, on May 21, 2019, the Company and another investor entered into a second Note Purchase Agreement, pursuant to which the Company sold and issued an additional promissory note in the principal amount of $230,000 together with the First Note, for a purchase price of $200,000, plus a 15% loan fee in the amount of $30,000. As of May 28, 2019, an aggregate total of $700,000 has been raised in the Financing. The principal amount of the Second Note will be due and payable on or prior to Aug. 21, 2019, subject to extensions. The Notes do not accrue any interest and may be prepaid by the Company at any time, without notice, premium or penalty. About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $32.98 million in 2018, following a net loss of $10.89 million in 2017. As of March 31, 2019, the Company had $54.77 million in total assets, $36.74 million in total liabilities, and $18.03 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. EDGEMARC ENERGY: May 29 Meeting Set to Form Creditors' Panel ------------------------------------------------------------ Andy Vara, United States Trustee, for Region 3, held an organizational meeting on yesterday, May 29, 2019 in the bankruptcy case of EdgeMarc Energy Holdings, LLC, et al. The meeting venue was at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About EdgeMarc Headquartered in Canonsburg, Pennsylvania, EdgeMarc Energy Holdings, LLC -- http://www.edgemarcenergy.com/-- is a locally based natural gas exploration and production company headquartered in Canonsburg, Pennsylvania. It is engaged in the acquisition, production, exploration and development of natural gas and natural gas liquids from underground deposits in the Appalachian Basin. EdgeMarc Energy conducts its drilling and exploration activities in the "stacked" liquid-rich Marcellus shale in Pennsylvania and dry gas Utica shale in Ohio. EdgeMarc Energy and its 8 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11104) on May 15, 2019. EdgeMarc Energy estimated assets of $100 million to $500 million and liabilities of the same range as of the bankruptcy filing. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Landis Rath & Cobb LLP as counsel; Davis Polk & Wardwell LLP as corporate counsel; Evercore Partners as investment banker; Opportune LLC and Dacarba LLC as financial advisor; and Prime Clerk LLC as claims agent. ELK PETROLEUM: May 31 Meeting Set to Form Creditors' Panel ---------------------------------------------------------- Andy Vara, United States Trustee, for Region 3, will hold an organizational meeting on today, May 31, 2019, at 10:00 a.m. in the bankruptcy case of Elk Petroleum Inc. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About ELK Petroleum Elk Petroleum -- https://www.elkpet.com -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-11157) on May 22, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $0 to $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP are the Debtor's counses; Ankura Consulting Group, LLC serves as restructuring advisor; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc. is the claims and noticing agent. ESPINOSA GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: The Espinosa Group, Inc. 326 Hackensack Street Carlstadt, NJ 07072 Business Description: The Espinosa Group Inc. is a privately held company in the nonresidential building construction industry. Chapter 11 Petition Date: May 28, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-20649 Judge: Hon. Stacey L. Meisel Debtor's Counsel: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 E-mail: dstevens@scuramealey.com ecfbkfilings@scuramealey.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Juan Espinosa, executive vice president and general counsel. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/njb19-20649.pdf FIRSTENERGY SOLUTIONS: Can Begin Soliciting Votes for Ch.11 Plan ---------------------------------------------------------------- FirstEnergy Solutions Corp. and FirstEnergy Nuclear Operating Company ("FENOC") on May 20, 2019, disclosed that the U.S. Bankruptcy Court overseeing the Chapter 11 restructuring has authorized the Company and FENOC to begin soliciting votes for the Plan of Reorganization ("the Plan"). The Honorable Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio on May 20 approved the adequacy of the Company's Disclosure Statement. The Company will next mail copies of the Plan and related materials, as well as voting ballots, to all eligible creditors. The Court is scheduled to consider confirmation of the Plan on August 20 and August 21, 2019. The schedule allows the Company and FENOC to remain on track to emerge from the Chapter 11 process in late 2019. The proposed transactions contemplated under the Plan are subject to a variety of conditions, including the entry of an order of the Bankruptcy Court confirming the Plan and the satisfaction of other conditions to the effectiveness of the Plan, including all regulatory approvals. "We are pleased with the ruling and look forward to moving on to the next phase of the restructuring, heading towards a successful exit from the bankruptcy process, and continuing to serve our customers," said John W. Judge, President and Chief Executive Officer of FES. "Notably, the Plan already has substantial support from the various parties who previously signed the Restructuring Support Agreement (the 'RSA')." As previously announced, the Company, FENOC, the official committee of unsecured creditors (the "Committee"), two creditor groups representing a majority in aggregate amount of the Debtors' funded indebtedness and sale and leaseback certificate-holders (the "Ad Hoc Groups"), a group of creditors holding claims against FES and FENOC (the "FES Creditor Group"), and certain other creditors have reached agreement on the terms of the RSA that contemplates the continued ownership and operation of the Company's retail and wholesale load-serving business following emergence from the Chapter 11 process. The Plan will enable the Company to emerge as a fully integrated independent power producer focused on maximizing the operating and financial synergies of its retail, nuclear and fossil generating assets. The Company will continue operating its nuclear and fossil generating assets until their previously announced deactivation dates, with a possibility of running the units for an extended period if the Company obtains sufficient legislative support and / or meaningful market reforms. Copies of the Plan, Disclosure Statement and related materials can be found at: https://cases.primeclerk.com/fes/Home-Index. About FirstEnergy Solutions Corp Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. GATEWAY RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Gateway Radiology Consultants P.A. 2100 1st Ave South Saint Petersburg, Fl 33712 Business Description: Gateway Radiology Consultants P.A. is a provider of radiology and diagnostic imaging services. Chapter 11 Petition Date: May 28, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-04971 Judge: Hon. Michael G. Williamson Debtor's Counsel: Joel M. Aresty, Esq. JOEL M ARESTY P.A. 309 1st Ave S Tierra Verde, FL 33715 Tel: 305-904-1903 Fax: 800-559-1870 E-mail: aresty@icloud.com Total Assets: $1,200,000 Total Liabilities: $14,899,135 The petition was signed by Gagandeep Manget M.D., president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-04971.pdf GREATER APOSTOLIC: Seeks to Hire Speckman Law Firm as Counsel ------------------------------------------------------------- Greater Apostolic Faith Temple Church Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Speckman Law Firm as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice concerning its rights and duties under the Bankruptcy Code and the preparation of a plan of reorganization. The firm's hourly rates are: David Speckman, Esq. $395 Bankruptcy Paralegal $195 Office Clerk $95 Speckman received from the Debtor the sum of $10,000, of which $4,977 was used to pay the firm's attorney's fees incurred in the preparation of the Debtor's bankruptcy case. Speckman does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: David L. Speckman, Esq. Speckman Law Firm 1350 Columbia Street, Suite 503 San Diego, CA 92101 Tel: (619) 696-5151 Email: speckmanandassociates@gmail.com About Greater Apostolic Faith Temple Church Inc. Greater Apostolic Faith Temple Church Inc., a religious organization in San Diego, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-02820) on May 14, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The Speckman Law Firm is the Debtor's counsel. GULF MEDICAL: $2.2M Sale of All Assets to Aerocare Approved ----------------------------------------------------------- Judge Jerry C. Oldshue, Jr., of the U.S. Bankruptcy Court for the Northern District of Florida authorized Gulf Medical Services, Inc.'s sale of substantially all assets, including the real property and improvements located at 320 Racetrack Road, NE, Fort Walton Beach, Florida, to Aerocare Holding, Inc. for $2.2 million. The sale is free and clear of liens with liens to attach to the proceeds. At the closing of the sale, the sales proceeds will be escrowed in the trust account of the attorney for the Debtor, J. Steven Ford, with the exception of the payoff on the mortgage on the Debtor's Real property, which may be paid at closing, along with other real estate closing costs attributable to the Debtor, as the Seller. Subsequent to the closing, the Debtor will serve a Report of Proposed Distributions upon all creditors providing for a 21-day objection period in which secured creditors may object to the secured amount of their claim(s) as set forth in the Notice of Proposed Distributions. If a secured creditor objects to the valuation set forth in the Notice of Proposed Distributions, the creditor must file a written objection with the Court and must request a valuation hearing. The Debtor is authorized to pay the administrative claim for attorney's fees (less the pre-petition retainer), previously awarded by the Court as an administrative expense, in the amount of $30,101. About Gulf Medical Services Based in Pensacola, Florida, Gulf Medical Services, Inc. -- http://www.gulfmed.com/-- has been serving respiratory equipment, sleep therapy equipment, and medical equipment to its customers since 1987. The company accepts assignments and bills Medicare, Medicaid, Blue Cross Blue Shield, TriCare, and many other private insurance policies. Its gross revenue amounted to $7.89 million in 2017, $10.06 million in 2016 and $12.16 million in 2015. Gulf Medical Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-30012) on Jan. 5, 2018. In the petition signed by Kenneth R. Steber, president, the Debtor disclosed $1.73 million in assets and $5.15 million in liabilities. Judge Jerry C. Oldshue Jr. presides over the case. Steven J. Ford, Esq., at Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A., serves as the Debtor's bankruptcy counsel. HANNAH SOLAR: Seeks to Hire Robl Law Group as Legal Counsel ----------------------------------------------------------- Hannah Solar, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Robl Law Group, LLC, as its legal counsel. The firm will advise the Debtor of its power and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Principals $400 Associates $200 to $250 Of Counsel Attorneys $200 to $250 Paralegals $150 Michael Robl, Esq., the firm's attorney who is expected to handle the case, will charge an hourly fee of $400. He will be assisted by Lelena Kassa, a paralegal, who will charge $150 per hour. Robl Law Group received a pre-bankruptcy retainer in the amount of $44,000. Mr. Robl disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael D. Robl, Esq. Robl Law Group, LLC 3754 LaVista Road, Suite 250 Tucker, GA 30084 Tel: 404-373-5153 Fax: 404-537-1761 E-mail: michael@roblgroup.com About Hannah Solar Hannah Solar, LLC, is a solar energy equipment supplier in Atlanta. It specializes in planning, design, installation and maintenance of renewable energy solutions. Hannah Solar sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-57651) on May 15, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The Robl Law Group, LLC, is the Debtor's counsel. HERMITAGE INN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Hermitage Inn Real Estate Holding Company, LLC 19-20903 145 Deercliff Road Avon, CT 06001 Hermitage Club, LLC 19-20904 fka Hermitage Club Operating Company, LLC fka Haystack Club Operating Company, LLC fka Hermitage Inn Operating Company, LLC 145 Deercliff Road Avon, CT 06001 Business Description: Hermitage Inn Real Estate Holding Company LLC operates resorts and recreational parks. The Hermitage Club LLC, owns the Hermitage Club at Haystack Mountain -- a private residential community in Vermont. It offers a private ski access, a golf community and the benefits of membership in an exclusive club. https://www.hermitageclub.com/ Chapter 11 Petition Date: May 28, 2019 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. James J. Tancredi Debtors' Counsel: Douglas S. Skalka, Esq. NEUBERT, PEPE & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, CT 06510 Tel: (203) 821-2000 Fax: 203-821-2009 Email: dskalka@npmlaw.com Hermitage Inn's Estimated Assets: $50 million to $100 million Hermitage Inn's Estimated Liabilities: $50 million to $100 million Hermitage Club's Estimated Assets: $1 million to $10 million Hermitage Club's Estimated Liabilities: $10 million to $50 million The petitions were signed by James R. Barnes, manager. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/ctb19-20903.pdf http://bankrupt.com/misc/ctb19-20904.pdf A. List of Hermitage Inn's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Haymaker 100k Club Member/ $1,500,000 Investments, LLC Family Legacy c/o Louis Chenevert Memberships 8 Atwater Terrace Farmington, CT 06032 2. Don Griesdorn Deposit on $1,300,000 8787 Bay Colony Drive Real Estate Apt 2002 Naples, FL 34108 3. Rob Girschek 100k Club Member $700,000 40 Joy Street Boston, MA 02114 4. IVJMA, LLC - 100k Club Member $600,000 Tanaglia Brothers Attn: President or General Manager 6805 Atlantic Ave Wildwood, NJ 08260 5. Robert Rubin 100k Club Member $500,000 4 Alpine Loop Bridge Loan West Dover, VT 05356 6. Douglas Hollenbeck 100k Club Member, $500,000 29 Timothy Drive Membership Westerly, RI 02891 Initiation Fee Redemption Value 7. G2 Capital Advisory Services $410,012 535 Boylston Street, 11th Floor Attn: president or general manager Boston, MA 02116 8. Dan McLeod 100k Club Member $350,000 411 Soundview Avenue Stamford, CT 06902 9. Carmen Martocchio 100k Club Member $300,000 & W Siracusa 151 Bamforth Road Vernon, CT 06066 10. Marcum LLP Accounting $285,158 Attn: Joseph Natarelli Services 555 Long Wharf Drive New Haven, CT 06511 11. Joseph Willen 100k Club Member $250,000 29 Bluff Point Rd Northport, NY 11768 12. Steven Albert 100k Club Member $200,000 17 Frog Rock Road Armonk, NY 10504 13. Rob Aubin 100k Club Member $200,000 91 Old Sawmill Road Londonderry, VT 05148 14. Kevin Siebrecht 100k Club Member $200,000 8 Whispering Way Brookfield, CT 06804 15. Dana Nielsen 100k Club Member $200,000 87 Sunset Dr Weston, MA 02493 16. Bill Russell 100k Club Member $200,000 1085 Sasco Hill Rd Fairfield, CT 06824 17. Lorista Holdings Rent $162,000 Attn: president or general manager 101 N. Plains Industrial Road Building 1B Ste 3 Wallingford, CT 06492 18. 8 Stags Leap LLC Rent $161,102 400 Beach Drive #2405 Attn: President or General Manager St Petersburgh, FL 33617 19. Rogger & Isabelle 100k Club Member, $159,600 Alvarado Membership 4 Farrell Road Initiation Fee Weston, CT 06883 Redemption Value 20. Sean Winters 100k Club Member $150,000 10 Stillwater Road St James, NY 11780 B. List of Hermitage Club's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Robert Coffin Family Legacy/ $1,946,000 38 Beacon St., Unit 63 Secondary Boston, MA 02108 Memberships 2. Peter Coleman Family Legacy/ $1,471,000 65 Pinehurst St Secondary Lido Beach, NY 11561 Memberships 3. Dale Ribaudo Family Legacy $487,063 26 Country Club Lane East Granby, CT 06026 4. Mark Brett Family Legacy $486,000 1 Four Mile Riker Rd. Old Lyme, CT 06371 5. Laurence Russian Family Legacy/ $347,000 39 Keofferam Rd. Secondary Old Greenwich, CT 06870 Memberships 6. David Pinney Family Legacy $285,735 5 Woodside Circle Hartford, CT 06105 7. Joel Koral Family Legacy/ $221,000 253 Woodlands Drive Secondary Tuxedo Park, NY 10987 Membership 8. Aaron Kehoe Family Legacy $208,000 325 North End Ave. Apt. 22B New York, NY 10282 9. Lou Garcia Family Legacy $178,750 128 West Hills Rd. New Canaan, CT 06840 10. David Koch Family Legacy $173,950 148 Weeburn Drive New Canaan, CT 06840 11. Walker Kimball Family Legacy $164,400 200 Mending Walls Rd. Manchester Center, VT 05255 12. Mark Shafir & Hillary Family Legacy $163,000 Schafer 113 East 90th Street New York, NY 10128 13. Scott Johnston Family Legacy $157,000 27 Beach Drive Darien, CT 06820 14. Paul Scheier Family Legacy $157,000 210 Central Park South Apt 20A New York, NY 10019 15. Mike Tokarz Family Legacy $157,000 2525 Purchase St. Purchase, NY 10577 16. Jan Linhart Family Legacy $141,000 7 Orchard Dr. Purchase, NY 10577 17. David Bliss Family Legacy $133,000 58 Compo Mill Cove Westport, CT 06880 18. Anthony Graziano Family Legacy $133,000 42 Deep Run Cohasset, MA 02025 19. Robert Brody Family Legacy $129,520 63 Quorn Hunt Rd West Simsbury, CT 06092 20. US Security Security $128,359 Associates, Inc Personnel Attn: President or Fees General Manager 200 Mansell CT 5th Fl Ste 500 Roswell, GA 30076 HEXION INC: Wins Approval to Begin Soliciting Votes on Plan ----------------------------------------------------------- Hexion Inc. on May 22, 2019, disclosed that the U.S. Bankruptcy Court for the District of Delaware has approved, among other things, the adequacy of the Company's Disclosure Statement filed in connection with the Company's financial de-leveraging plan (the "Plan") and the procedures to be used in connection with the solicitation of votes on the Plan. Once the Bankruptcy Court has entered its order approving the Disclosure Statement, Hexion can commence solicitation of votes from its creditors for approval of the Plan. The consummation of the Plan is subject to Bankruptcy Court approval and satisfaction of other conditions. The hearing to consider confirmation of the Plan is expected to occur on or around June 24, 2019, with emergence anticipated this summer. Craig A. Rogerson, President and CEO of Hexion, said: "The Court's authorization to begin the formal solicitation of votes for our de-leveraging plan represents a substantial milestone in our accelerated Chapter 11 process. With commitments already in hand for $1.6 billion in exit financing and the reduction of more than $2 billion of debt, Hexion will emerge from this process with a significantly stronger balance sheet. We will be well-positioned to further invest in our specialty product portfolio, generating greater long-term growth and value for all our stakeholders." As previously announced on April 1, 2019, Hexion entered into the restructuring support agreement ("RSA") with the vast majority of holders of the Company's secured and unsecured debt, representing overwhelming consensus across its capital structure, on the terms of a consensual financial de-leveraging plan. The Bankruptcy Court approved the Company's assumption of the RSA on May 15, 2019. All of Hexion's global business segments are continuing to operate as normal, and Hexion's operations outside the U.S. are not included in the Chapter 11 proceedings. About Hexion Holdings Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com/ -- is a producer of thermoset resins or thermosets, and a producer of adhesive and structural resins and coatings. The company is incorporated in New Jersey while most of its co-debtors are Delaware limited liability companies or Delaware corporations. Hexion Inc. is the direct or indirect parent of the debtors and the non-debtor affiliates. Hexion Holdings LLC is the sole member of Hexion LLC, which is the sole owner of Hexion Inc. Hexion Inc. employs 4,000 people around the world, including 1,300 in the U.S. across 27 production facilities. Hexion Holdings LLC and its co-debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10684) on April 1, 2019. At the time of the filing, the Debtors estimated assets and liabilities of between $1 billion and $10 billion. The cases are assigned to Judge Kevin Gross. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as bankruptcy counsel; Paul Weiss Rifkind Wharton & Garrison LLP, as special financing and securities; Moelis & Company LLC as financial advisor; AlixPartners LLP as restructuring advisor; and Omni Management Group as claims, noticing, solicitation and balloting agent. The Office of the U.S Trustee appointed an official committee of unsecured creditors on April 10, 2019. The committee tapped Bayard P.A. and Kramer Levin Naftalis & Frankel LLP as its legal counsel. HILLCREST RESORT: Seeks to Hire Pepping Balk as Legal Counsel ------------------------------------------------------------- Hillcrest Resort, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to hire Pepping, Balk, Kincaid & Olson, Ltd., as its legal counsel. The firm will advise the Debtor of its power and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Pepping can be reached through: Steven E. Balk, Esq. Pepping, Balk, Kincaid & Olson, Ltd. 105-7th St. Silvis, IL 61282 Phone: 309-755-5096 Fax: 309-755-0499 Email: s.balk@silvislaw.com About Hillcrest Resort Hillcrest Resort, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-80626) on May 6, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Thomas L. Perkins. Pepping, Balk, Kincaid & Olson, Ltd., is the Debtor's counsel. HOLLANDER SLEEP: Seeks to Market Test Deal with Term Lenders ------------------------------------------------------------ Hollander Sleep Products, LLC, and its affiliated debtors said they have commenced chapter 11 cases to maximize the value of their assets, permit their business operations to continue as a going concern, and expeditiously distribute value to their stakeholders. Prior to the commencement of the chapter 11 cases, the Debtors negotiated a comprehensive restructuring transaction with certain of their term loan lenders pursuant to which such lenders have agreed to (a) provide the Debtors with a $28 million debtor-in-possession financing facility and continued access to cash collateral, (b) roll the DIP Term Loan Facility into a larger exit facility on the effective date of the Plan, and (c) convert their prepetition claims into equity of the reorganized company, as set forth in a Restructuring Support Agreement, dated as of May 19, 2019 (the "RSA"), and the Plan. The Debtors now seek authority to market test the transaction contemplated by the RSA and the Plan to ensure the Debtors obtain the highest or otherwise best offer, or combination of offers, for the Debtors' assets. The Plan expressly contemplates this market test and includes a sale toggle feature, which allows the Debtors to run a comprehensive marketing process to determine whether any third-party sale, or combination of sales, will provide a more optimal restructuring for the Debtors' estates than the proposed term lender transaction. At the same time, the Debtors seek to minimize the time and expense in chapter 11. The Plan, whether confirmed and consummated through the debt-for-equity transaction or a sale transaction, will resolve the chapter 11 cases, will cut off the expense of bankruptcy, and will permit the Debtors to distribute value to their stakeholders in a timely manner. To that end, by this motion, the Debtors are seeking to establish procedures that will allow the Debtors to run a proposed plan and marketing process in parallel. These dates and deadlines are critical to driving the Debtors' restructuring to an efficient and value-maximizing conclusion, particularly in view of the milestones under the Debtors' proposed debtor-in-possession financing facilities, which require the Debtors to emerge from bankruptcy within 120 days and establish various dates by which the Debtors must achieve certain goals. The Debtors have already started their marketing efforts in advance of commencing the cases. The Debtors retained Houlihan Lokey Capital, Inc., as their financial advisors and investment banker in early May 2019, and Houlihan has already commenced a marketing process relating to the Debtors' assets. The Debtors and Houlihan will continue these efforts and actively solicit the market for potential financial and strategic buyers now that these cases have formally commenced. The Debtors will be willing to enter into a sale or a combination of sales, if the Debtors believe, in their business judgment, that such transactions are higher or otherwise better than the proposed transaction embodied in the RSA and Plan. To maximize the competitiveness of any bidding process, the Debtors also seek authority to (a) select one or more bidders to act as a stalking horse bidder, and (b) in connection with any stalking horse bidder and related agreement, provide customary bid protections. The Debtors are seeking approval of the bidding procedures and these proposed timeline for the sale and related plan process (collectively, the "Confirmation Schedule") in parallel to establish a clear and open process for the solicitation, receipt, and evaluation of third-party bids on a timeline that allows the Debtors to consummate a sale pursuant to the Plan: * Deadline for the Debtors to file the Disclosure Statement: June 12, 2019. * The last date by which potential bidders may deliver the bid documents required to participate in the Auction pursuant to the Bidding Procedures: July 1, 2019. * The deadline by which objections to the Disclosure Statement must be filed with the Court and served so as to be actually received by the appropriate notice parties: 7 calendar days before the Disclosure Statement Hearing. * The date for the hearing for the Court's approval of the Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code: July 17, 2019, or as soon thereafter as the Debtors may be heard. * Deadline for distributing solicitation packages, including ballots, to holders of claims entitled to vote to accept or reject the Plan: 3 business days after the entry of the order approving the Disclosure Statement. * Deadline by which all binding bids must be actually received pursuant to the Bidding Procedures: July 26, 2019. * The date and time of the auction, if one is needed, which will be held at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022: Aug. 1, 2019. * The deadline by which (a) objections to the Plan and/or the entry of an order by the Court approving the sale must be filed with the Court and served so as to be actually received by the appropriate notice parties, and (b) all ballots must be properly executed, completed, and delivered so that they are actually received by the Debtors' notice, claims, and solicitation agent: 7 calendar days before the confirmation hearing. * The hearing before the Court to consider approval of the successful bid or bids and confirmation of the Plan, pursuant to which the Debtors and the winning bidder or bidders will consummate the sale: Aug. 26, 2019, or a soon thereafter as the Debtors may be heard. A copy of the Chapter 11 Plan is available at: http://bankrupt.com/misc/Hollander_21_Ch11_Plan.pdf About Hollander Sleep Products Founded in 1953 and headquartered in Boca Raton, Florida, Hollander Sleep Products, LLC -- https://www.hollander.com/ -- designs, manufactures, and markets utility bedding products that it sells to a variety of prominent retailers, distributors, and hotels. Hollander supplies bed, pillow, and mattress pad under owned and licensed brands which include I AM, Pacific Coast Feather, Live Comfortably, Great Sleep, Restful Nights, Beautyrest, Ralph Lauren, Chaps, and Calvin Klein. Hollander employs approximately 2,370 people in the United States and Canada. Hollander Sleep Products and its six affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11608) on May 19, 2019. Hollander estimated $100 million to $500 million in assets and the same range of liabilities. The Debtors tapped Kirkland & Ellis LLP as counsel; Proskauer Rose LLP as conflicts counsel; Carl Marks Advisory Group LLC as interim management services provider; Houlihan Lokey Capital, Inc.; Houlihan Lokey Capital, Inc., as investment banker; and Omni Management Group as claims agent. INTEGRATED STRUCTURES: $20.8MM in New Sub Contracts Disclosed ------------------------------------------------------------- Integrated Structures Corp. filed its fifth amended disclosure statement in support of its chapter 11 plan of reorganization dated May 12, 2019. In this latest filing, the Debtor discloses that its portfolio continues to grow. During the calender year of 2018, the Debtor in Possession was awarded $20,838,346 in new sub contracts. One of its best years. The Debtor also discloses that in November 2018, it was notified by its over-landlord that it was required to vacate the property it occupied as a "shop" and relocate before the end of January 2019 as the part of the property from which the Debtor operated had been deemed contaminated by the United States Navy and had to be vacated to be permit remediation. For almost all of the 3 months subsequent to the receipt of the notice much of the Debtors workforce was redirected to the task of moving. As a result Debtors production was detrimentally affected. This event caused the Debtor to incur additional unexpected expense exceeding 53 thousand dollars in securing a new facility, moving machinery and preparing the new location to conform to its specific needs all of which impaired the Debtors productivity and cash reserves during the 3 month period, causing a short term loss to operational liquidity from which it is now recovering. A copy of the Fifth Amended Disclosure Statement dated May 12, 2019 is available at https://tinyurl.com/y5u3o7aq from Pacermonitor.com at no charge. About Integrated Structures Corp. Integrated Structures Corp. is a heavy construction contractor. It provides services as a general contractor in the structural steel and masonry and stone areas, and as a subcontractor on major construction projects in the Metropolitan New York City area. Integrated Structures Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-75420) on December 16, 2015. The petition was signed by Francis Lee, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. J.L. SMITH ACADEMY: Case Summary & 4 Unsecured Creditors -------------------------------------------------------- Debtor: J.L. Smith Academy Austin, LLC 11530 Manchaca Rd., Building 5 Austin, TX 78748 Business Description: J.L. Smith Academy Austin, LLC owns a private school in Austin, Texas. Chapter 11 Petition Date: May 23, 2019 Court: United States Bankruptcy Court Western District of Texas (Austin) Case No.: 19-10681 Judge: Hon. Tony M. Davis Debtor's Counsel: Frank B. Lyon, Esq. FRANK B. LYON - ATTORNEY AT LAW Two Far West Plaza #170 3508 Far West Blvd. Austin, TX 78731 Tel: (512) 345-8964 Fax: 512-697-0047 E-mail: franklyon@me.com frank@franklyon.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew Karr, president, KMA Brokerage & Dev., Inc. manager. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/txwb19-10681.pdf JAMES O BRADY: Seeks to Hire Ivey McClellan as Legal Counsel ------------------------------------------------------------ James O. Brady, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Ivey, McClellan, Gatton & Siegmund, LLP, as its legal counsel. The firm will assist the Debtor in investigating and examining contracts, leases, financing statements and other documents; determine the rights and priorities of lienholders; advise the Debtor in preserving its assets; and generally assist in administering its bankruptcy estate. The firm's hourly rates are: Samantha Brumbaugh $350 Dirk Siegmund $390 Charles Ivey, III $500 Darren McDonough $350 John Blust $300 Charles Ivey, IV $250 Jane Harrison $100 Melissa Murrell $100 Tabitha Coltrane $100 Claudia Rodriguez $100 The Debtor paid Ivey a retainer in the sum of $10,000, of which $8,260 was used to pay the firm's pre-bankruptcy services. Samantha Brumbaugh, Esq., a partner at Ivey, disclosed in court filings that she and her firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Samantha K. Brumbaugh, Esq. Ivey, McClellan, Gatton & Siegmund, LLP P.O. Box 3324 Greensboro, NC 27402 Telephone: 336-274-4658 Email: skb@iveymcclellan.com About James O. Brady James O. Brady, Inc., a privately held company that provides mailing and shipping services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-10555) on May 20, 2019. At the time of the filing, the Debtor disclosed in $861,042 in assets and $2,594,441 in liabilities. The case is assigned to Judge Benjamin A. Kahn. Ivey, McClellan, Gatton & Siegmund, LLP, is the Debtor's counsel. JAMES O BRADY: Seeks to Hire Robinson Tax as Accountant ------------------------------------------------------- James O. Brady, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire an accountant. In an application filed in court, the Debtor proposes to employ Robinson Tax & Accounting Services to provide services relating to the preparation of payroll, tax report and corporate tax return. The firm will also assist the Debtor in implementing Quick Books to incorporate its finances globally, and will train its employees in the day-to-day use of Quick Books. Robinson will be paid pursuant to this compensation arrangement: (a) A flat rate of $130 per month for monthly payroll processing. (b) A flat rate of $550 per year for corporate tax return preparation. (c) An hourly rate of $50 to assist the Debtor with integrating its records into Quick Books. Kevin Robinson, the firm's accountant who will be providing the services, disclosed in court filings that he does not hold any interest adverse to the Debtor and its bankruptcy estate. Robinson can be reached through: Kevin A. Robinson Robinson Tax & Accounting Services Tel: (336) 996-7405 Cell: (336) 402-3109 Email: KEVROB@triad.rr.com About James O. Brady James O. Brady, Inc., a privately held company that provides mailing and shipping services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-10555) on May 20, 2019. At the time of the filing, the Debtor disclosed in $861,042 in assets and $2,594,441 in liabilities. The case is assigned to Judge Benjamin A. Kahn. Ivey, McClellan, Gatton & Siegmund, LLP, is the Debtor's counsel. JASON CURTIS: Seeks to Hire Victor W. Dahar as Legal Counsel ------------------------------------------------------------ Jason Curtis Outdoor Services, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Victor W. Dahar, P.A. as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include negotiation with creditors and the preparation of a bankruptcy plan. Eleanor Wm. Dahar, Esq., the firm's attorney who will be handling the case, disclosed in court filings that she has no connections with the Debtor's creditors or any "party in interest." The firm can be reached through: Eleanor Wm Dahar, Esq. Victor W. Dahar, P.A. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 Email: edahar@att.net vdaharpa@att.net About Jason Curtis Outdoor Services Jason Curtis Outdoor Services, Inc. offers clean logging services, which include land clearing, brush grinding, specialty cuts, tree service, and yard expansion. It also does excavation work that specializes in horse farms, driveways and other unique projects. The Debtor previously sought bankruptcy protection (Bankr. D.N.H. Case No. 12-10691) on March 2, 2012. Jason Curtis Outdoor Services again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 19-10633) on May 6, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Bruce A. Harwood. Victor W. Dahar, P.A., is the Debtor's counsel. LUNAR ENTERTAINMENT: Hires Jody D. Radcliff as Accountant --------------------------------------------------------- Lunar Entertainment Center, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jody D. Radcliff, CPA, LLC, as accountant to the Debtor. Lunar Entertainment requires Jody D. Radcliff to: a. assist the Debtor in completing yearend tax returns; and b. help prepare the Debtor's monthly operating reports and any other financial document required by the Court or U.S. Trustee's Office. Jody D. Radcliff will be paid at the hourly rate of $150. Jody D. Radcliff will also be reimbursed for reasonable out-of-pocket expenses incurred. Jody D. Radcliff, partner of Jody D. Radcliff, CPA, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jody D. Radcliff can be reached at: Jody D. Radcliff JODY D. RADCLIFF, CPA, LLC 870 Dunlawton Avenue, Suite 309 Port Orange, FL 32127 Tel: (386) 788-8680 About Lunar Entertainment Center Lunar Entertainment Center, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-02710) on April 24, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC. LUXENT INC: Seeks to Hire Force Ten as Financial Advisor -------------------------------------------------------- Luxent, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Force Ten Partners, LLC, as financial advisor to the Debtor. Luxent, Inc. requires Force Ten to: a. analyze the Debtor's business operations, assets, liabilities, and valuation; b. prepare financial projections to be used in support of a plan of reorganization; c. provide recommendations in connection with, and assist in, the preparation of a plan of reorganization and disclosure statement; d. assist in negotiations with parties-in-interest and third parties; and e. provide other services as mutually agreed upon between Force Ten and the Debtor. Force Ten will be paid at these hourly rates: Brian Weiss $550 Raj Gaglani $395 Force Ten will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian S. Weiss, a partner at Force Ten Partners, 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. Force Ten can be reached at: Brian S. Weiss FORCE TEN PARTNERS, LLC 20341 SW Birch Street, Suite 220 Newport Beach, CA 92660 Tel: (949) 357-2360 About Luxent, Inc. Luxent Inc., based in Aliso Viejo, is a privately-held company that provides computer systems design and related services. Luxent sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11116) on March 30, 2018. In the petition signed by Vivian Keena, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer oversees the case. The Debtor hired Ringstad & Sanders LLP as its legal counsel. MAREMONT CORP: Court Confirms Asbestos Trust-Centered Plan ---------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware on May 17 issued a findings of fact, conclusions of law, and order approving the adequacy of the disclosure statement and confirming the modified joint prepackaged plan of reorganization of Maremont Corporation and its debtor affiliates. Prior to the confirmation hearing, Judge Carey directed the Debtors to modify certain provisions of the asbestos personal injury trust distribution procedures. Specifically, Judge Carey directed the Debtors to include language on the requirement to identify other claims, information required about other claims, authorization for release of information, and claimant certification. A blacklined version of the Modified Plan is available at https://tinyurl.com/yyjoz2tc from Donlin Recano at no charge. A full-text copy of Judge Carey's Plan Confirmation Order is available at https://tinyurl.com/y2b8j3r3 from Donlin Recano at no charge. About Maremont Corp. Maremont Corporation and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10118). The affiliated debtors are Maremont Exhaust Products, Inc., AVM, Inc., and Former Ride Control Operating Company, Inc. Headquartered in Troy, Michigan, Maremont is a Delaware corporation and wholly-owned subsidiary of Meritor, Inc., a public company organized under the laws of the State of Indiana. Historically, Maremont and its subsidiaries manufactured, distributed, and sold aftermarket friction products. Certain of the products manufactured and sold contained asbestos. However, Maremont and its subsidiaries have not manufactured or sold any asbestos-containing products since 1978. Maremont divested its business lines over time. By 2013, the Debtors had ceased all operations and divested all remaining operating assets. Maremont estimated $10 million to $50 million in total assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Debtors tapped Sidley Austin LLP as their legal counsel; Cole Schotz P.C. as Delaware counsel; and Donlin, Recano & Company, Inc. as claims and noticing agent. NE REAL ESTATE: Seeks to Hire McNeil Legal Services as Counsel -------------------------------------------------------------- NE Real Estate Investors, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire McNeil Legal Services as its legal counsel. The firm will advise the Debtor of its power and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Ronald McNeil, Esq., principal of McNeil Legal Services and the firm's attorney who will be handling the case, charges an hourly fee of $250. His firm received a retainer in the sum of $5,000. Mr. McNeil disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald G. McNeil, Esq. McNeil Legal Services 1333 Race Street Philadelphia, PA 19107-1585 Tel: (215) 564 - 3999 Fax: (215) 564 - 3537 E-mail: r.mcneil1@verizon.net About NE Real Estate Investors NE Real Estate Investors, LLC, is engaged in activities related to real estate. It is based in Philadelphia. NE Real Estate Investors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-10144) on Jan. 9, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of less than $100,000. The case is assigned to Judge Magdeline D. Coleman. McNeil Legal Services is the Debtor's counsel. NEAL STUBBS: $435K Sale of Costa Rica Property to Tucci Approved ---------------------------------------------------------------- Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida authorized Neal A. Stubbs's sale of the real property located in District 4 Bahia Ballena, County 5 Osa, in the Province of Puntarenas, Costa Rica, a 10-acre farm previously referred to as Retiro de Jade, to Michael Fredrik Tucci for $435,000. A hearing on the Motion was held on May 17, 2019. The sale is free and clear of liens. The closing of such sale will occur in accordance with the terms in the sales contract. Neal A. Stubbs sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-11303) on Aug. 26, 2013. NEW CAFÉ MINUTKA: Seeks to Hire Alla Kachan as Legal Counsel ------------------------------------------------------------- New Cafe Minutka, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan, P.C., as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include negotiation with creditors, preparation of a plan of reorganization, and representing the Debtor in prosecuting adversary proceedings to collect assets of its bankruptcy estate. The firm's hourly rates are: Attorney $400 Clerk $200 Paraprofessional $200 The Debtor paid the firm an initial retainer of $18,000. Alla Kachan, Esq., the firm's attorney who will be handling the case, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue Brooklyn, NY 11235 Tel: (718) 513-3145 Email: alla@kachanlaw.com About New Cafe Minutka New Cafe Minutka, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42357) on April 19, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $50,000. The case isassigned to Judge Nancy Hershey Lord. The Law Offices of Alla Kachan, P.C., is the Debtor's counsel. NOAH CORPORATION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Noah Corporation fka Noah Operations FairviewTX, LLC fka Noah Operations Memphis TN, LLC fka Noah Operations Kingston TN, LLC fka Noah Operations San Antonio TX, LLC fka Noah Operations Madson WI, LLC fka Noah Operations Morrisville NC, LLC fka Noah Operations Des Moines IA, LLC fka Noah Operations Overland Park KS, LLC fka Noah Operations Irving TX, LLC fka Noah Operations Albuquerque NM, LLC fka Noah Operations Chesapeake VA, LLC fka Noah Operations Omaha NE, LLC fka Noah Operations Westminster CO, LLC fka Noah Operations Louisville KY, LLC fka Noah Operations Auburn Hills MI, LLC fka Noah's fka Noah Operations Bedford NH, LLC fka Noah Operations Lincolnshire IL, LLC fka Noah Operations Dickinson TX, LLC fka Noah Operations Greenville SC, LLC fka Noah Operations Fossil Creek TX, LLC fka Noah Operations High Point NC, LLC fka Noah Operations Cranberry PA, LLC fka Noah Operations Katy TX, LLC fka Noah Operations Plano TX, LLC fka Noah Operations Lake Mary FL, LLC fka Noah Operations Mentor OH, LLC fka Noah Operations Naperville IL, LLC fka Noah Operations Little Rock AR, LLC fka Noah Operations Hoover, AL, LLC fka Noah Operations Southpointe PA, LLC fka Noah Operations Tulsa OK, LLC fka Noah Operations Charlotte NC, LLC fka Noah Operations Utah Valley UT, LLC fka Noah Operations Wichita KS, LLC fka Noah Operations New Albany OH, LLC fka Noah Operations Oklahoma OK, LLC fka Noah Operations South Jordan UT, LLC fka Noah Operations Blue Ash OH, LLC 2600 West Executive Pkwy, Suite 360 Lehi, UT 84043 Business Description: Noah Corporation -- https://www.noahseventvenue.com -- offers an event venue for all of life's events including weddings, corporate events and special occasions. Chapter 11 Petition Date: May 28, 2019 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Case No.: 19-23840 Judge: Hon. Kimball R. Mosier Debtor's Counsel: Kenneth L. Cannon, II, Esq. DURHAM JONES & PINEGAR, P.C. 111 South Main Street, Suite 2400 PO Box 4050 Salt Lake City, UT 84110-4050 Tel: (801) 415-3000 Fax: (801) 415-3500 E-mail: kcannon@djplaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by William James Bowser, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/njb19-23840_Creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-23840.pdf Pending bankruptcy cases filed by affiliates: Debtor Petition Date Case No. ------ ------------- -------- Noah Operations Chandler AZ, LLC 5/24/19 19-23810 Noah Operations Richardson TX, LLC 5/15/19 19-23492 Noah Operations Sugarland TX, LLC 5/17/19 19-23571 NOAH OPERATIONS: Seeks to Hire Prince Yeates as Counsel ------------------------------------------------------- Noah Operations Richardson TX, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Utah to employ Prince Yeates & Geldzahler, APC, as counsel to the Debtor. Noah Operations requires Prince Yeates to: -- advise the Debtor regarding its obligations and the requirements of the bankruptcy code; and -- represent the Debtor in negotiations with respect to issues of cash collateral, executor contracts, avoidance actions, and all other legal issues that may arise in the course of the bankruptcy proceeding. Prince Yeates will be paid at these hourly rates: Shareholders $230 to $395 Associates $200 to $225 Paraprofessionals $140 to $190 Prince Yeates has on hand a prepetition retainer in the amount of $5,548. Prince Yeates will also be reimbursed for reasonable out-of-pocket expenses incurred. T. Edward Cudick, a partner at Prince Yeates, 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. Prince Yeates can be reached at: T. Edward Cundick, Esq. PRINCE, YEATES & GELDZAHLER A PROFESSIONAL CORPORATION 15 W. South Temple, Ste. 1700 Salt Lake City, UT 84101 Tel: (801) 524-1000 Fax: (801) 524-1098 E-mail: tec@princeyeates.com About Noah Operations Noah Operations Richardson TX, LLC, based in Lehi, UT, filed a Chapter 11 petition (Bankr. D. Utah Case No. 19-23492) on May 15, 2019. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by William Bowser, president of sole member Noah Corporation. The Hon. William T. Thurman oversees the case. T. Edward Cudick, Esq., at Prince Yeates & Geldzahler, APC, serves as bankruptcy counsel to the Debtor. ORCHIDS PAPER: Committee Hires Lowenstein Sandler as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Orchids Paper Company, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Lowenstein Sandler LLP as counsel to the Committee. The Committee requires Lowenstein Sandler to: (a) advise the Committee with respect to its rights, duties, and powers in the Chapter 11 Case; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 Case; (c) assist the Committee in analyzing the claims of the Debtor's creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; (e) assist the Committee in its investigation of the liens and claims of the holders of the Debtor's prepetition debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in analyzing the Debtors' proposed debtor-in-possession financing ("DIP Financing"), the terms and conditions of the proposed DIP Financing and the adequacy of the proposed DIP Financing budget; (g) assist the Committee in its investigation of the liens and claims of the holders of the Debtors' prepetition debt and the prosecution of any claims or causes of action revealed by such investigation; (h) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; (i) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in the Chapter 11 Case; (j) represent the Committee at hearings and other proceedings; (k) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (l) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (m) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing as may be necessary in furtherance of the Committee's interests and objectives in these Chapter 11 Cases, including without limitation, the preparation of retention applications and fee applications for the Committee's professionals, including Lowenstein Sandler; and (n) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler will be paid at these hourly rates: Partners $600 to $1,350 Senior Counsel/Counsel $470 to $790 Associates $370 to $640 Paralegals $200 to $350 Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. Lowenstein Sandler has provided the Committee with a budget for the period of April 15, 2019 through June 2019, which the Committee has approved. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changes or unanticipated developments in the Chapter 11 Cases. Mary E. Seymour, partner of Lowenstein Sandler, , assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Lowenstein Sandler can be reached at: Mary E. Seymour, Esq. Jennifer Kimble, Esq. Gabriel Olivera, Esq. Kenneth A. Rosen, Esq. LOWENSTEIN SANDLER LLP One Lowenstein Drive Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Orchids Paper Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. Andrew Vara, acting U.S. trustee for Region 3, on April 15 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Orchids Paper Products Company and its affiliates. The Committee retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware counsel. PEEQ MEDIA: Seeks to Hire Kirby Aisner as Attorney -------------------------------------------------- Peeq Media, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Kirby Aisner & Curley LLP, as attorney to the Debtor. Peeq Media requires Kirby Aisner to: a. advise Debtor of its powers and duties in the continued management of its property and affairs; b. negotiate with creditors in the preparation of a plan of reorganization and take the necessary legal steps in order to effectuate the plan; c. prepare the necessary answers, orders, reports and other legal papers required for the Debtor's protection from their creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors; f. advise the Debtor in connection with any potential sale of its business; g. represent the Debtor in connection with obtaining post- petition financing, if necessary; h. take any necessary action to obtain approval of a disclosure statement(s) and confirmation of a plan(s) of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and its estate. Kirby Aisner will be paid at these hourly rates: Attorneys $410 to %525 Paraprofessionals $150 Kirby Aisner received a retainer from the Debtor in the amount of $15,000, plus $1,717 for the chapter 11 filing fee. Prior to the Petition Date, Kirby Aisner received from Paul Okura, the sole member of the Debtor, $3,000. Mr. Okura intends to pay the balance of the retainer from his personal funds after the Petition Date. Kirby Aisner will also be reimbursed for reasonable out-of-pocket expenses incurred. Dawn Kirby, partner of Kirby Aisner & Curley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kirby Aisner can be reached at: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 E-mail: dkirby@kacllp.com About Peeq Media Peeq Media LLC specializes in digital and production services. The Company provides image management, photo retouching, billboards, transit ads, vehicle wraps, lithographic printing, and direct-to-press digital printing services. Peeq Media LLC, based in Long Island City, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-42367) on April 22, 2019. In the petition signed by Medi Falsafi, manager, the Debtor disclosed $13,863,260 in liabilities. The Hon. Nancy Hershey Lord oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley LLP, serves as bankruptcy counsel to the Debtor. PLATTSBURGH MEDICAL: Hires Dreyer Boyajian as Special Counsel ------------------------------------------------------------- Plattsburgh Medical Care, PLLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Dreyer Boyajian LaMarche Safranko, as special counsel to the Debtor. Plattsburgh Medical requires Dreyer Boyajian to: pursue a claim against PrimePay, LLC, for damages suffered by the Debtor as a result of PrimePay's failure to pay the payroll taxes. Dreyer Boyajian will be paid at these hourly rates: Partners $400 Partners $300 Paralegals $125 Dreyer Boyajian will also be reimbursed for reasonable out-of-pocket expenses incurred. William Dreyer, a partner at Dreyer Boyajian, 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. Dreyer Boyajian can be reached at: William Dreyer, Esq. DREYER BOYAJIAN LAMARCHE SAFRANKO 75 Columbia Street Albany, NY 12210 Tel: (518) 463-7784 Fax: (518) 463-4039 About Plattsburgh Medical Care Plattsburgh Medical Care, PLLC, is a New York corporation with its principal place of business located at 675 Route 3, Plattsburgh, New York 12901. It is a family medicine medical practice. The sole member is Glenn Schroyer, M.D., who provides medical services to patient through the entity. Plattsburgh Medical Care filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 19-10894) on May 13, 2019, estimating under $1 million in both assets and liabilities. The Debtor tapped Nolan Heller Kauffman LLP as bankruptcy counsel; and Dreyer Boyajian LaMarche Safranko, as special counsel. PON GROUP: Hires Alan D. Lasko & Associates as Accountant --------------------------------------------------------- Pon Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Alan D. Lasko & Associates, P.C., as accountant to the Debtor. Pon Group requires Alan D. Lasko & Associates to: a. prepare the Debtor's necessary state and federal income tax returns; and b. perform any other tax and accounting services on behalf of the Debtor that is required to aid in the proper administration of the estate. Alan D. Lasko & Associates will be paid at these hourly rates: Owners $290 to $300 Tax Managers $260 to $300 Accounting Staffs $140 to $260 Assistants $65 to $140 Alan D. Lasko & Associates will be paid a retainer in the amount of $5,000. Alan D. Lasko & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan D. Lasko, founding partner, 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. Alan D. Lasko & Associates can be reached at: Alan D. Lasko ALAN D. LASKO & ASSOCIATES, P.C. 205 W Randolph St., Suite 1150 Chicago, IL 60606 Tel: (312) 332-1302 About Pon Group Pon Group, LLC, is a lessor of real estate based in Bensenville, Illinois. Pon Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-22505) on Aug. 9, 2018. In the petition signed by Ketty Pon, member and manager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Benjamin A. Goldgar oversees the case. BAUCH & MICHAELS, LLC, is the Debtor's counsel. QUOTIENT LIMITED: Releases Q4 & Full Year 2019 Financial Results ---------------------------------------------------------------- Following the recent CE marking of its initial Immunohematology (IH) microarray, Quotient Limited provided an update on the status of its initial Serological Disease Screening (SDS) microarray's CE mark submission which is on track for the first half of 2019 and the scheduled commencement of the initial SDS and expanded IH microarrays' US field trials during the third calendar quarter of 2019. Quotient also provided details of its financial results for its fourth quarter and fiscal year ended March 31, 2019. Franz Walt, chief executive officer of Quotient said "I am very pleased to have in hand the CE mark for our initial IH microarray. This milestone, when combined with the device CE mark and the ISO 13485: 2016 certification of our manufacturing facility, permits us to put the MosaiQ system in the hands of potential customers in the planned hypercare launch phase. It also marks our evolution into the menu expansion phase of our development process." Mr. Walt added, "Our competitive strategy remains laser focused on the replacement of incumbent platforms based on the menu available on MosaiQ. The next steps include the submission of the CE mark application for our initial SDS microarray in June of 2019, followed by the commencement of the US field trials for our initial SDS and expanded IH microarray which we expect to begin in the third quarter of this calendar year." MosaiQ Platform MosaiQ, Quotient's next-generation platform is designed to deliver fast, comprehensive antigen typing, antibody detection and disease screening results, using a single low volume sample in a high throughput automated format. MosaiQ represents a transformative and highly disruptive unified testing platform for transfusion diagnostics. Feasibility has also been demonstrated with respect to the detection of nucleic acids (DNA or RNA) using the MosaiQ platform. Through MosaiQ, Quotient expects to deliver substantial value to donor testing laboratories worldwide by providing affordable, routine comprehensive characterization and screening of blood products, on a single automated instrument platform. MosaiQ is designed to radically reduce labor costs and complexity associated with existing practice. Regulatory and Commercial Milestones * European Regulatory Approval - Quotient filed for European regulatory approvals for its initial MosaiQ IH microarray in late September 2018 and was notified of its approval on April 30, 2019. The Company continues to expect a CE mark submission for the initial SDS microarray in the first half of calendar year 2019 * European Commercialization - Following the CE mark for the initial IH microarray Quotient plans to commence a hypercare launch with eight selected customers during fiscal year 2020 * IH Microarray Ongoing Development – Quotient continues to plan for the expansion of the IH testing menu during the second half of calendar 2019 * U.S. Field Trials – Quotient now expects to commence U.S. field trials with the expanded IH microarray menu in the third quarter of calendar 2019. Quotient also expects to commence U.S. field trials for the initial SDS microarray in the third quarter of calendar 2019 * U.S. Regulatory Approval – Quotient continues to expect to file for U.S. and European regulatory approval for the expanded IH microarray by the end of calendar year 2019 Franz Walt commented "Based on the availability of clinical trial sites in the United States in the summer months, we have slightly updated our time lines for the commencement of the field trials for our expanded IH microarray which includes antibodies for the detection of up to 19 clinically significant antigens, in addition to reverse grouping and antibody detection. This microarray will be the product that we expect to take into U.S. field trials in the third quarter of calendar 2019." Mr. Walt added, "We are also happy to report that we now expect to commence US trials for the initial SDS microarray ahead of schedule in the third quarter of calendar 2019." Fiscal Fourth Quarter and Full Year Financial Results "The conventional reagent business once again generated strong revenue growth during fiscal 2019, with product revenues growing 19.9% for the full year and 27.9% in the fourth quarter," said Mr. Walt. Mr. Walt added, "Following the completion of the move to our new ARC reagent manufacturing facility located near Edinburgh, Scotland, in January, Quotient generated gross margin on product sales of 43.4% during the fourth quarter of fiscal year 2019. Reported gross margin in the fourth quarter was impacted by incremental recurring non-cash costs of $0.7 million, representing an 8.3 percentage point headwind to gross margin comparisons year-over-year, related to bringing the new ARC facility online. We are targeting continued solid top line growth and a return to improving profitability for the reagent business in the coming fiscal year." Capital expenditures totaled $4.8 million in fiscal 2019, compared with $21.6 million in fiscal 2018, reflecting completion late in fiscal 2018 of the construction of ARC, the Company's new conventional reagent manufacturing facility near Edinburgh, Scotland. Quotient ended fiscal 2019 with $94.8 million in available cash and other short-term investments, $121.9 million of long-term debt and $7.5 million in an offsetting long term restricted cash reserve account. Following the receipt of the CE mark for the first IH microarray product, the Company initiated the CE marking triggering event process outlined under the note purchase agreement that the Company had previously entered into in January 2019. On May 15, 2019 the Company sold an additional $25 million of its 12% Senior Secured Notes due 2024 yielding net proceeds of $24.1 million after expenses and used $1.5 million of the net proceeds to increase the restricted cash reserve account. Outlook for the Fiscal Year Ending March 31, 2020 * Total product sales in the range of $30 to $31 million compared to product sales in fiscal 2019 of $28.7 million. Other revenue (product development fees) of approximately $1.0 million are also expected to be earned during the year. Forecasted other revenue assumes the receipt of milestone payments contingent upon achievement of regulatory approval for certain products under development. The receipt of these milestone payments involves risks and uncertainties. * Operating loss in the range of $77 to $82 million including non-cash charges for depreciation, amortization and stock compensation totaling approximately $18.5 million. * Capital expenditures in the range of $5 to $10 million. Product sales in the first quarter of fiscal 2020 are expected to be within the range of $8.3 to $8.8 million, compared with $7.9 million for the first quarter of fiscal 2019. Quarterly product sales can fluctuate depending upon the shipment cycles for red blood cell-based products, which account for approximately two-thirds of current product sales. These products typically experience 13 shipment cycles per year, equating to three shipments of each product per quarter, except for one quarter per year when four shipments occur. The timing of shipment of bulk antisera products to OEM customers may also move revenues from quarter to quarter. Some seasonality in demand is also experienced around holiday periods in both Europe and the United States. As a result of these factors, Quotient expects to continue to see seasonality and quarter-to-quarter variations in product sales. The timing of product development fees included in other revenues is mostly dependent upon the achievement of pre-negotiated project milestones. 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. 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. As of Dec. 31, 2018, the Company had $190.76 million in total assets, $166.11 million in total liabilities, and $24.65 million in total shareholders' equity. 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. RADIO PERRY: Seeks to Hire Stone & Baxter as Counsel ---------------------------------------------------- Radio Perry, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Stone & Baxter, LLP, as counsel to the Debtor. On Dec. 7, 2016, the Bankruptcy Court granted the Debtor's application to employ Katz Flatau & Boyer, LLP. On May 15, 2019, the Debtor and Katz Flatau filed a Certificate and Stipulation of Consent to Withdraw and Substitute Counsel of Record, wherein, with the Debtor's consent, Katz Flatau agreed to withdraw as counsel to the Debtor, and Stone & Baxter agreed to substituted in as counsel. Radio Perry requires Stone & Baxter to: a. give the Debtors legal advice with respect to the powers and duties of a Debtor-in-Possession in the continued operation of the business and management of the Debtors' properties; b. prepare on behalf of the Debtors, as debtors-in-possession, necessary applications, motions, answers, reports, and other legal papers; c. continue existing litigation, if any, to which Debtors-in- Possession may be a party and to conduct examinations incidental to the administration of their estates; d. take any and all necessary actions for the proper preservation and administration of Debtors' estates; e. assist the Debtors-in-Possession with the preparation and file of their Statement of Financial Affairs and Schedules and Lists as are appropriate; f. take whatever actions are necessary with reference to the use by the Debtors of their property pledged as collateral, including cash collateral, if any, and to preserve the same for the benefit of Debtors and secured creditors in accordance with the requirements of the Bankruptcy Code; g. assert, as directed by Debtors, all claims that the Debtors have against others; h. assist the Debtors in connection with claims for taxes made by governmental units; and i. perform all other legal services for Debtors as Debtors-in- Possession may deem necessary. Stone & Baxter will be paid at these hourly rates: Attorneys $235 to $525 Paralegals $135 Stone & Baxter will be paid a retainer in the amount of $15,000. Stone & Baxter will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Bury, Jr., a partner at Stone & Baxter, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stone & Baxter can be reached at: David L. Bury, Jr., Esq. STONE & BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: dbury@stoneandbaxter.com About Radio Perry Radio Perry, Inc., and Radio Peach, Inc., own certain television broadcasting assets, including related real estate. Radio Perry and Radio Peach sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case Nos. 16-52371 and 16-52372) on Nov. 15, 2016. In the petitions signed by Lowell Register, Sr., president, the Debtors estimated assets and liabilities at $1 million to $10 million. Katz Flatau & Boyer, LLP, led by Wesley J. Boyer, was originally the counsel to the Debtors but was later substituted by Stone & Baxter, LLP. RELIABLE GALVANIZING: Hires Arnold S. Newman as Special Counsel --------------------------------------------------------------- Reliable Galvanizing Co. seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the Law Offices of Arnold S. Newman, as real estate counsel to the Debtor. Reliable Galvanizing requires Arnold S. Newman to: (a) give the Debtor legal advice with respect to Debtor's rights, powers and duties as owner of real estate; (b) assist the Debtor in negotiation and formulation and ultimate sales transaction; (c) investigate, advise and inform the Debtor about and action as may be necessary to transfer by sale or refinance the Debtor's real estate; and, in accordance with applicable law, recover or sell for the benefit of the estate, the property of the Debtor; (d) assist the Debtor in obtaining refinancing of its secured debt or selling its primary asset; and (e) perform all other legal services for the Debtor that may be necessary or appropriate in this case with regard to such contemplated activities. Arnold S. Newman will be paid at these hourly rates: Arnold S. Newman $400 Paralegals $175 Arnold S. Newman will be paid a retainer in the amount of $2,500. Arnold S. Newman will also be reimbursed for reasonable out-of-pocket expenses incurred. Arnold S. Newman, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Arnold S. Newman can be reached at: Arnold S. Newman, Esq. LAW OFFICES OF ARNOLD S. NEWMAN 18400 Maple Creek Dr. Tinley Park, IL 60477 Tel: (708) 444-2020 Fax: (708) 444-4322 About Reliable Galvanizing Reliable Galvanizing Company operates as an iron and steel metal fabrication company. Serving the Midwest for over 35 years, Reliable Galvanizing offers a process of corrosion protection consisting of dipping steel into a bath of molten zinc producing a progressive zinc and iron alloy layer on the surface. Reliable Galvanizing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-29503) on Oct. 19, 2018. In the petition signed by Michael Eisner, president, the Debtor disclosed $914,187 in assets and $1,022,052 in liabilities. The case is assigned to Judge LaShonda A. Hunt. The Debtor tapped The Golding Law Offices, P.C., as its legal counsel. RICHLAND FARMS: $451K Sale of Lincoln County Approved ----------------------------------------------------- Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota authorized Richland Farms Partnership and Richland Farms, Inc., to sell the Richland Farms, Inc.'s real estate located in Lincoln County, State of Minnesota, to Laura Malenke for $451,275. The Property is legally described as follows: The West Half of the Northeast Quarter, Section 21, Township 109, Range 45 West of the 5th P.M., Lincoln County, Minnesota (Tax Parcel 08-0103-000). The lease of the Property by Richland Farms Partnership will be for a term of five years with annual rental payments due Nov. 1 of each year in the amount of $20,513. The option to repurchase the Property will be for a five-year period. The funds from the sale, both the earnest money and the sum to be paid at closing, will be first used to pay the Debtor's costs of sale, including real estate taxes to be paid by the Seller, state deed tax, recording fees, and obtaining a certified copy of the Order, and any closing fees normally charged to a seller pursuant to the agreement of the parties. After payment of said expenses, the balance of the funds will be disbursed to Plains Commerce Bank. About Richland Farms Richland Farms, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-30424) on Feb. 14, 2019. 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 Katherine A. Constantine. Erik A. Ahlgren, Esq., at Ahlgren Law Office, is the Debtor's legal counsel. SILVER STATE: $4.3M Sale of North Richland Hills Property Approved ------------------------------------------------------------------ Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Silver State Holdings Assignee - 7901 Boulevard 26 LLC's sale of the real property located at 7901 Boulevard 26 North Richland Hills, Texas, together with certain personal property in the nature of furniture, fixtures, and equipment, to the extent not incorporated into the real property, to Weby Corp. for $4.3 million. The sale is free and clear of all liens, claims, interests, and encumbrances, with all liens, claims, interests, and encumbrances to attach to the sale proceeds. The Debtor will provide a copy of the final seller's closing statement at least 24hours prior to Closing to Frost Bank, Tom Bean Bank, and Valley Ridge. At Closing and from the Proceeds, the Debtor will indefeasibly, and in full and final satisfaction thereof, pay Tarrant County all taxes and interest due for year 2018 ad valorem taxes on the Subject Property, which amount will be $50,686 if paid in June, 2019, and $51,183 if paid in July, 2019. The sale will not be free and clear of any year 2019 ad valorem taxes and tax liens, which will remain attached to the Subject Property, and which will be prorated between the Debtor and the Buyer as provided for in the Sale Agreement. At Closing and from the Proceeds, the Debtor, the title company and/or other sale closing agent, will next indefeasibly, and in full and final satisfaction of all claims and liens of Frost Bank against the Debtor, the Estate, in the Bankruptcy Case, or against the Subject Property, is authorized to and will pay in full to Frost Bank all principal, interest at the non-default rate, and attorney's fees, accrued or incurred at any time prior to Closing, which was in the amount of $3,254,143 as of the Petition Date plus per diem interest at the non-default rate through the date of closing and attorney's fees of $9,390 as of May 15, 2019 and additional attorney's fees from May 15, 2019 through the date of closing, but less the May, 2019 payment received by Frost Bank, immediately upon the closing and funding of and out of the proceeds from the sale of the Subject Property in the same order and priority as the Frost Bank Deed of Trust Lien currently exists in and on the Subject Property. Upon the full payment of the foregoing, Frost Bank shall: (i) withdraw its proof of claim with prejudice; and (ii) prepare and deliver to the Debtor a release of its lien in form sufficient for the Debtor to record. At Closing and from the Proceeds, the Debtor will next indefeasibly, and in full and final satisfaction of all liens of Tom Bean Bank against the Subject Property, pay to Tom Bean Bank $100,000, and that Tom Bean Bank, contemporaneous therewith, will provide the Debtor with a release of lien for the Subject Property. At Closing and from the Proceeds, the Debtor will next indefeasibly, and in full and final satisfaction of all claims and liens of The Weitzman Group and ESRP Advisory Dallas, LLC against the Debtor, the Estate, in the Bankruptcy Case, or against the Subject Property, pay to The Weitzman Group its broker's commission of $172,000 (4% of the gross purchase price as provided for in the Sale Agreement), to be split by The Weitzman Group with ESRP Advisory Dallas, LLC as is otherwise appropriate. At Closing and from the Proceeds, the Debtor will pay all necessary, reasonable, and actual costs for title insurance and all closing and escrow costs to Republic Title as provided for in the Sale Agreement. After payment of all of the foregoing, the remaining Proceeds, which will not be less than $610,000 (but will in any event be all remaining Proceeds after payment) , will be immediately transferred by Republic Title to the Registry of the Court, which the Debtor will facilitate by filing an ex parte motion for such deposit into the Registry of the Court once it is known the Closing will occur and what the amount of the Net Proceeds will be, which the Debtor will file soon enough to ensure an appropriate order being in place such that the Net Proceeds are transferred into the Registry of the Court at or immediately after the Closing. The Net Proceeds may not be distributed or used for any purpose whatsoever without further order of the Court after notice and an opportunity to object to each of the Disputed Lien Holders. The Order will not be stayed by any provision of the Federal Rules of Bankruptcy Procedure, including Rule 6004(h). With respect to Bodyguard and each of the Disputed Liens and Disputed Lien Holders, nothing in this Order determines or prejudices in any way any and all rights or claims thereof, including Valley Ridge Roofing and Construction LLC's claims against Debtor and 7901 Blvd 26 LLC in Adversary Proceeding No. 19-04043-mxm pending in the Court, and no finding in the Order may be used to argue otherwise. About Silver State Holdings Silver State Holdings Assignee - 7901 Boulevard 26, LLC sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-41579) on April 18, 2019. The case is assigned to Judge Mark X. Mullin. In the petition signed by Richard Morash, authorized signatory, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, P.C., as counsel. SOUTHEASTERN METAL: Hires Weir & Partners as Counsel ---------------------------------------------------- Southeastern Metal Products, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Weir & Partners LLP, as counsel to the Debtors. Southeastern Metal requires Weir & Partners to: a. advise and assist the Debtors with respect to their rights, powers and duties as a debtor-in-possession, and take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defend any actions commenced against the Debtors, negotiate all disputes involving the Debtors, and prepare objections to claims filed against the Debtors' estates; b. prepare and file necessary pleadings, motions, applications, draft orders, notices, schedules and other documents, and review all financial and other reports to be filed in the bankruptcy case, and advise the Debtors concerning, and prepare responses to, applications, motions, other pleadings, notices and other papers that may be filed and served in the bankruptcy cases; c. handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of the Chapter 11 cases, and to the extent required, prepare and serve any necessary responses; d. appear in the Bankruptcy Court and any appellate courts to represent and protect the interests of the Debtors; e. attend meetings including any meeting of creditors and negotiate with representatives of creditors and other parties-in-interest; f. advise and assist the Debtors in maximizing value, including the formulation, negotiation and promulgation of a sale of assets, other transaction or a disclosure statement and Chapter 11 plan and all documents related thereto, and take all further actions as may be required in connection with any sale, disclosure statement or plan during the cases; and g. perform all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 bankruptcy cases. Weir & Partners will be paid at these hourly rates: Partners $470 to $685 Associates $350 to $495 Paralegals $190 to $200 Weir & Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey S. Cianciulli, a partner at Weir & Partners LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Weir & Partners can be reached at: Jeffrey S. Cianciulli, Esq. 1339 Chestnut Street, Suite 500 Philadelphia, PA 19107 Tel: (215) 665-8181 Fax: (215) 665-8464 E-mail: attorneyinfo@weirpartners.com About Southeastern Metal Products, LLC Southeastern Metal Products LLC is a contract manufacturing company that specializes in fabrication and stampings for various industries including telecommunications, transportation, appliance and health and safety industries. Southeastern Metal Products LLC and its affiliate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-10989) on May 6, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The petition was signed by David Denton, president. Gellert Scali Busenkell & Brown LLC and Rayburn Cooper & Durham, P.A serves as the Debtors' counsel; The Debtor hires Weir & Partners LLP, as counsel; Finley Group as financial advisor; and Omni Management Group as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on May 20, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Southeastern Metal Products LLC. STOP ALARMS: Trustee Hires Frazier & Associates as Accountant ------------------------------------------------------------- Michael E. Collins, the Chapter 11 Trustee of Stop Alarms Holdings, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Frazier & Associates CPAs, as accountant to the Trustee. The Trustee requires Frazier & Associates to: -- file the Debtor's federal and state tax returns; and -- provide general accounting services. Frazier & Associates will be paid at the hourly rate of $250. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Frazier, partner of Frazier & Associates CPAs, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Michael Frazier can be reached at: Michael Frazier FRAZIER & ASSOCIATES CPAS 751 Cool Springs Boulevard, Suite 206 Franklin, TN 37067 Tel: (615) 794-1375 Fax: (615) 791-4839 About Stop Alarms Holdings Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc., and affiliate Stop Alarms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. Patrick Massey, president, signed the petitions. The cases are jointly administered. Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. Alexander Thompson Arnold PLLC is the Debtors' public accountants. On July 27, 2017, Michael E. Collins was appointed as the Chapter 11 Trustee of Stop Alarms Holdings, Inc. The Trustee hires Taylor English Duma LLP, as counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 cases. SUPPLY PRO: $480K Sale of Assets to NPS Corp. Approved ------------------------------------------------------ Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized Supply Pro, Inc., and Supply Pro Sorbents, LLC to sell their assets to NPS Corp. $480,000. The Debtor conducted the Auction on May 15, 2019, and selected the NPS as the winning bidder. The sale of the Assets vests the Purchaser with all right, title and interests of the Debtors in and to the Assets, free and clear of any claim or interest in the Property, with all such interests and Liens to apply and attach to the proceeds of the sale. Effective as of Closing, Supply Pro Sorbents, LLC is authorized to change its name to SPS, LLC and Supply Pro, Inc. is authorized to change its name to SP, Inc., or to such other name as may be currently available with the State Of Texas. After formal name change, the Clerk will modify the caption for these cases as follows: SPS, LLC (or such other changed name), formerly known as Supply Pro Sorbents, LLC, (18-20580), and SP, Inc. (or such other changed name), formerly known as Supply Pro, Inc. (18-20581). Notwithstanding Bankruptcy Rules 6004, 6006 and 7062, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing, and the notice thereof will be deemed to provide sufficient notice of the Debtors' request for waiver of the otherwise applicable stay of the order. The Closing will occur no later than May 24, 2019, by 5:00 p.m. The Closing requires the Purchaser to timely deliver $480,000 to the estate. A timely closing transfers the Property to the Purchaser, effective midnight, May 22, 2019. About Supply Pro Pro Sorbents, LLC, and Supply Pro, Inc. -- http://www.prosorbents.com/-- are providers of absorbent products to help protect those people cleaning hazards spills and provide proper equipment for the safe removal of hazardous materials. They offer anti-static pads, spill kits, absorbents, and loose particulates. Supply Pro Sorbents and Supply Pro sought Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 18-20580 and 18-20581) on Dec. 19, 2018. In the petitions signed by Harmon K. Fine, managing member, the Debtors estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. David R. Jones oversees the cases. Johnie Patterson, Esq., at Walker & Patterson, P.C., serves as bankruptcy counsel to the Debtors. TRIOMPHE HOSPITALITY: Hires Joseph J. D'Agostino as Counsel ----------------------------------------------------------- Triomphe Hospitality Group, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Attorney Joseph J. D'Agostino, Jr., LLC, as attorney to the Debtor. Triomphe Hospitality requires Joseph J. D'Agostino to: a. advise the Debtor regarding its rights, duties and powers as a Debtor and a debtor-in-possession operating and managing his affairs; b. advise and assist the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; c. review and advise the Debtor regarding the validity of liens asserted against property of the Debtor; d. advise the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; e. prepare on behalf of the debtor the necessary applications, motions, complaints, answers, pleadings, orders, reports, notices, schedules, and other documents, as well as reviewing all financial reports and other reports filed in this Chapter 11 case; f. counsel the Debtor in connection with all aspects of a plan of reorganization and related documents; and g. perform all other legal services for the debtor which may be necessary in this Chapter 11 case. Joseph J. D'Agostino will be paid at these hourly rates: Attorneys $350 Support Staffs $150 Joseph J. D'Agostino will be paid a retainer in the amount of $5,000. Joseph J. D'Agostino will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph J. D'Agostino, Jr., founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Joseph J. D'Agostino can be reached at: Joseph J. D'Agostino, Jr., Esq. ATTORNEY JOSEPH J. D'AGOSTINO, JR., LLC 1062 Barnes Road, Suite 304 Wallingford, CT 06492-2576 Tel: (203) 265-5222 About Triomphe Hospitality Group Triomphe Hospitality Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 19-50628) on May 7, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joseph J. D'Agostino, Jr., Esq., at Attorney Joseph J. D'Agostino, Jr., LLC. ULTRA PETROLEUM: Extends Deadlines for Exchange Offer ----------------------------------------------------- Ultra Petroleum Corp. said that, with respect to the previously announced private offer to exchange outstanding 7.125% Senior Notes due 2025 of its wholly owned subsidiary, Ultra Resources, Inc., for up to $90.0 million aggregate principal amount of new 9.00% Cash / 2.50% PIK Senior Secured Third Lien Notes due 2024 of Ultra Resources, it has extended the Early Participation Date and the Withdrawal Deadline to 5:00 p.m., New York City time, on Friday, May 31, 2019. All other terms and conditions of the Exchange Offer as set forth in the confidential offering memorandum dated May 9, 2019 and related letter of transmittal remain unchanged. The Exchange Offer will expire at 5:00 p.m., Eastern Time, on June 10, 2019, unless extended. The Exchange Offer is conditioned on the satisfaction or waiver of certain conditions as described in the Offering Documents. The Exchange Offer for the 2025 Notes may be amended, extended or terminated by Ultra Resources at its sole option. The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to beneficial holders of the 2025 Notes that have properly completed and returned an eligibility form confirming that they are (1) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) not a "U.S. person" and are outside of the United States within the meaning of Regulation S under the Securities Act and, if resident in Canada, (x) an "accredited investor," as defined in National Instrument 45-106 -- Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), that either would acquire the Third Lien Notes for its own account or would be deemed to be acquiring the Third Lien Notes as principal by applicable law, (y) a "permitted client" within the meaning of NI 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (z) a resident of the province of Alberta, British Columbia, Manitoba, Ontario, Quebec or Saskatchewan. Holders of the 2025 Notes who desire to obtain and complete an eligibility form should contact the information agent and exchange agent, D.F. King & Co., Inc., at (800) 967-5074 (toll-free) or (212) 269-5550 (for banks and brokers), or via the following website: www.dfking.com/UPL or email upl@dfking.com. Eligible holders are urged to carefully read the Offering Documents before making any decision with respect to the Exchange Offer. None of the Company, Ultra Resources, the dealer manager, the trustee with respect to the 2025 Notes and the Third Lien Notes, the exchange agent, the information agent or any affiliate of any of them makes any recommendation as to whether eligible holders of the 2025 Notes should exchange their 2025 Notes for Third Lien Notes in the Exchange Offer, and no one has been authorized by any of them to make such a recommendation. Eligible holders must make their own decision as to whether to tender 2025 Notes and, if so, the principal amount of 2025 Notes to tender. The Third Lien Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission under the Securities Act, or any state or foreign securities laws. The Third Lien Notes may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Third Lien Notes will not be qualified for distribution under applicable Canadian securities laws and, accordingly, any distribution of Third Lien Notes to persons resident in Canada will be made only pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws. The Exchange Offer is not being made to holders of 2025 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. About Ultra Petroleum Headquartered in Englewood, Colorado, Ultra Petroleum Corp. -- www.ultrapetroleum.com -- is an independent energy company engaged in domestic natural gas and oil exploration, development and production. The Company is listed on NASDAQ and trades under the ticker symbol "UPL". As of March 31, 2019, the Company had $1.83 billion in total assets, $2.74 billion in total liabilities, and a total shareholders' deficit of $914 million. On Jan. 29, 2019, Ultra Petroleum received written notice from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that its common shares, no par value, closed below the $1.00 per share minimum bid price required by NASDAQ Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's notice had no immediate effect on the listing or trading of the Company's common shares, which will continue to trade on The NASDAQ Global Select Market under the symbol "UPL". In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic period of 180 calendar days, or until July 29, 2019, to achieve compliance with the minimum bid price requirement. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. UTOPIX MEDICAL: Seeks to Hire OAM Group as Accountant ----------------------------------------------------- Utopix Medical, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ OAM Operations, LLC, d/b/a The OAM Group, as accountant to the Debtor. Utopix Medical requires OAM Group to: -- provide bookkeeping services, controller services, payroll services; -- assist the Debtor with the preparation of bankruptcy forms, such as schedules and statement of financial affairs; and -- assist the Debtor with the preparation of its monthly operating reports. OAM Group will be paid a flat fee of $1,500 per month. OAM Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Sunleaf, chief executive officer of OAM Operations, LLC, d/b/a The OAM Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. OAM Group can be reached at: Robert Sunleaf OAM OPERATIONS, LLC D/B/A THE OAM GROUP 2591 Dallas Parkway, Suite 300 Frisco, TX 75034 Tel: (469) 607-9181 About Utopix Medical Utopix Medical, LLC -- https://utopixmedical.com/ -- is an emerging medical device company based in Texas. The Company has developed a novel solution for unmet needs surrounding low mobility patients. Utopix Medical, LLC, based in Frisco, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41010) on April 15, 2019. In the petition signed by CEO Taylor W. Hanes, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Brenda T. Rhoades oversees the case. Christina Walton Stephenson, Esq., at Crowe & Dunlevy, PC, serves as bankruptcy counsel to the Debtor. VALLEY RIVER: Seeks to Hire Pitts Hay & Hugenschmidt as Attorney ---------------------------------------------------------------- Valley River Brewery, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Pitts Hay & Hugenschmidt, P.A., as attorney to the Debtor. Valley River requires Pitts Hay & Hugenschmidt to: (a) prepare on behalf of the Debtor-in-Possession the necessary Applications, Orders, reports, and all other legal documents; (b) advise the applicant with respect to the Debtor's powers and duties as a Debtor-in-Possession; and (c) perform any other legal services for the Debtor-in- Possession which may become necessary. Pitts Hay & Hugenschmidt will be paid at the hourly rate of $325. The firm will be paid a retainer in the amount of $15,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Benson T. Pitts, a name partner at Pitts Hay, 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. Pitts Hay & Hugenschmidt can be reached at: Benson T. Pitts, Esq. PITTS HAY & HUGENSCHMIDT, P.A. 14 Clayton Street Asheville, NC 28801 Tel: (828) 255-8085 About Valley River Brewery Valley River Brewery, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 19-20033) on May 15, 2019, disclosing under $1 million in both assets and liabilities. Pitts Hay & Hugenschmidt, P.A., is the Debtor's counsel. WALTER POSNER: Lease Agreement for Bannockburn Property Approved ---------------------------------------------------------------- Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Walter Posner to enter into the Residential Lease Agreement with Pamela Feeley for the real property commonly known as 9 Bannockburn Court, Bannockburn, Illinois. Elisa Posner, the co-owner of the Bannockburn Property, will exclusively manage the Bannockburn Property for which Elisa Posner will be paid a management fee of $300 per month. The JPMorgan Chase home equity line of credit encumbering the Bannockburn Property will be paid from the rent proceeds generated from the Bannockburn Property. Walter Posner acknowledges that Elisa Posner paid $30,004 as of May 8, 2019, to support and maintain the Bannockburn Property. Elisa Posner will receive all net proceeds of rent generated from the Bannockburn Property until she is reimbursed for the Bannockburn Expenses. Thereafter, and after real estate taxes are paid in full, Walter Posner and Elisa Posner wilt split equally all net rent proceeds generated from the Bannockburn Property. Walter Posner sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-07338) on March 15, 2019. The Debtor tapped Ariel Weissberg, Esq., at Weissberg & Associates, Ltd. as counsel. WASHINGTON PRIME: Fitch Lowers LT Issuer Default Rating to 'BB-' ---------------------------------------------------------------- Fitch Ratings has downgraded the ratings of Washington Prime Group, Inc. (NYSE: WPG) and its operating partnership, Washington Prime Group Limited Partnership, including the Long-Term Issuer Default Rating (IDR), to 'BB-' from 'BB+'. The Rating Outlook is Negative. The rating actions include a downgrade of WPG's senior unsecured ratings to 'BB'/'RR2' from 'BB+'/'RR4'. Fitch estimates WPG's unencumbered asset coverage of unsecured debt at 1.0x under a stress scenario, which supports the RR2 recovery assumption. The downgrade reflects higher leverage (net debt to recurring operating EBITDA) stemming from continuing weakness in WPG's operating performance, primarily due to the secular shift in retail distribution towards e-commerce and Omni-channel retailing. The shift is reducing tenant demand for physical space, particularly for less productive properties in weaker demographic trade areas. The downgrade also reflects weakly secured mortgage availability for Class B malls generally, and deterioration in WPG's unencumbered asset coverage of unsecured debt. The Negative Outlook reflects Fitch's expectation that operating performance trends and redevelopment needs will endure in the near-to-medium term, putting pressure on WPG's cash flows and capital access. KEY RATING DRIVERS Weaker Credit Protection Metrics: Fitch expects that REIT leverage will sustain in the 7.0x range over the next two years, driven by negative mid-single-digit SSNOI growth through 2020. WPG's REIT leverage was in the 7.0x range for the trailing twelve months (TTM) ended March 31, 2019, up from the high 6.0x range as of Dec. 31, 2018. Fitch expects REIT fixed-charge coverage to sustain in the 2x range over the next two years. WPG's FCC was in the low 2.0x range for the TTM ended 2018 down from approximately 3.0x for the TTM ended Dec. 31, 2017. Lower UA/UD Coverage: Unencumbered asset coverage of unsecured debt (UA/UD) was 1.0x when applying a stressed 13.0% capitalization rate to consolidated unencumbered NOI at March 31, 2019, down from 1.8x as of Sept. 30, 2018, and from 2.1x as of June 30, 2017; the decline in UA/UD is largely driven by the use of a higher stressed cap rate than previously employed. Capitalization rates continue to rise for B and C mall properties and secured debt financing availability is weak, limiting the contingent liquidity provided by the company's unencumbered pool. Declining Cash Flows: Fitch expects WPG's portfolio-wide same-center NOI will likely decline at a mid-single-digit rate through the 2020 rating case projection period. The company's operating performance has been affected by negative retailer trends, in particular, tenant bankruptcies and store closures. Fitch calculates WPG's same-center NOI including all comparable properties to be down 7% for first-quarter 2019 (1Q19) versus 1Q18; the company's same-center NOI (including open air and tier 1) was down 4.0% for 1Q19 versus 1Q18 with stabilized mall (tier 1 enclosed) same-center tenant sales per square foot of $399. For the LTM ended March 31, 2019, renewal leasing spreads, a leading indicator of future same-property NOI, were negative 6.4% (including open air and tier 1) and new lease spreads were negative 0.2%. Fitch expects continued softness in the company's operating metrics as the bricks and mortar retailer headwinds -- eCommerce growth and related underperforming retailer tenants -- continue to pressure occupancies and new and renewal lease spreads. Deteriorating Capital Access: CMBS lenders have tightened Class B mall underwriting standards to generally require tenant productivity in the low-to-mid $400 psf range. Similarly, Fitch views WPG's access to non-bank unsecured debt capital as weak compared with retail REIT peers when measured by existing bond yields. The company last accessed the bond market during August 2017 when it issued $750 million of 5.95% senior unsecured notes. These bonds are currently trading at a yield in excess of 8%. In addition, WPG's common equity is trading close to its all-time low and at a discount to the net asset value. Weak public and private equity investor demand and reduced mortgage availability for B malls limit the extent to which WPG can raise equity through asset sales and common equity issuance. Future Debt Maturities: WPG has a $250 million unsecured financing due in April 2020. The company anticipates repaying the bond using a combination of proceeds raised from the recent $180 million mortgage financing of the Waterford Lakes mall, approximately $25 million from outparcel sales expected to close in the middle of 2019 and the refinancing of four cross-collateralized open-air properties that are expected to generate approximately $70 million of excess proceeds. In addition, as of March 31, 2019, WPG has approximately $300 million available on its $650 million lines of credit. Future unsecured maturities include the company's line of credit, which has an initial maturity in December 2021, with two six-month extension options, and two term loans - a $350 million term loan expiring in December 2022 and a $340 million term loan expiring in January 2023. RECOVERY RATINGS In accordance with Fitch's Recovery Rating (RR) methodology, Fitch provides RRs for issuers with IDRs in the 'BB' category. The 'RR2' for WPG's senior unsecured obligations, which include a senior line of credit, senior secured term loans, and its senior unsecured debt, supports a rating of 'BB', which is one notch above WPG's IDR and reflects superior recovery prospects in a distressed scenario. WPG's 1.0x UA/UD ratio supports Fitch's 'RR2' recovery assumption, notwithstanding the material amount of priority secured mortgage debt in the company's capital structure. The 'RR6' for WPG's preferred stock supports a rating of 'B', two notches below WPG's IDR, and reflects the deep subordination and weak recovery prospects in a distressed scenario. PARENT SUB LINKAGE Fitch links and synchronizes the IDRs of the parent REIT and subsidiary operating partnership, as the entities operate as a single enterprise with strong legal and operational ties. DERIVATION SUMMARY WPG's ratings reflect its asset quality -- based on mall sales per square foot, SSNOI growth, occupancy, leasing spreads and tenant quality -- and its financial metrics relative to B-mall peer CBL & Associates (CBL; BB-/Negative) and higher rated A-mall peer Simon Property Group (SPG; A/ Stable). Both WPG and CBL's mall portfolio sales per square foot figure is below $400 versus approximately $660 for SPG based on the TTM ended March 31, 2019. WPG's TTM leverage of approximately 7x is similar to CBL's but significantly higher than SPG's in the mid 5x range for the quarter ended March 31, 2019; WPG's leverage is expected to sustain in the 7x range. The company has weak access to capital, given that its equity is currently trading close to its all-time low and at a discount to NAV and the wide spreads at which its bonds trade relative to the broader peer set. Capitalization rates continue to rise for B and C mall properties and secured debt financing availability is weak, limiting the contingent liquidity provided by the company's unencumbered pool. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Annual SSNOI growth in the negative 4%-5% range for 2019-2020; - Annual development/redevelopment spend of $100 million for 2019, declining to $50 million in 2020. The weighted average initial yield on cost for projects coming online is approximately 8%; - Annual recurring CapEx of approximately $75 million; - Total non-core asset sales of approximately $25 million; - Repayment of the $250 million unsecured bonds due in 2020 through a combination of proceeds raised from mortgage financings and asset sales; - No equity issuance through 2020. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Fitch Revising the Outlook to Stable at a 'BB-' IDR: -- Sustained improvement in operating fundamentals or asset quality (e.g. sustained positive SSNOI results and or corporate earnings growth); -- Fitch's expectation of net debt to recurring operating EBITDA sustaining below 6.5x; (leverage before preferred stock for the TTM ended March 31, 2019, was approximately 7x); -- Fitch's expectation of REIT fixed-charge coverage sustaining above 1.5x; (coverage for the TTM ended March 31, 2019, was approximately 2x); -- Unencumbered assets coverage of unsecured debt exceeding 1.0x (UA/UD for the quarter ended March 31, 2019, was approximately 1.0x). Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Sustained deterioration in operating fundamentals or asset quality (e.g. sustained negative SSNOI results and or corporate earnings growth); -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 7.5x; -- Fitch's expectation of REIT fixed-charge coverage sustaining below 1.5x; -- Unencumbered asset coverage of unsecured debt below 1.0x; -- Reduced financial flexibility and or a deteriorating liquidity profile including reduced financial flexibility stemming from significant utilization of lines of credit, deterioration in the secured mortgage market for WPG's mall assets and or difficulties in refinancing debts. WHITE STAR: Files for Chapter 11 with Support of Lenders -------------------------------------------------------- White Star Petroleum, LLC, announced May 28, 2019, that it is exploring strategic alternatives, including the sale of its business as a going concern and the restructuring of its balance sheet in a court-supervised process. The Company also announced that it has received $28.5 million in committed "debtor-in-possession" (DIP) financing to bolster liquidity. White Star commenced voluntary Chapter 11 cases with the support of its primary secured creditors. It expects to generate positive operating income during its Chapter 11 case and to use the proceeds of the DIP financing to pay the expenses of Chapter 11 and provide supplemental liquidity. "White Star is continuing to operate its business during the strategic process, and with the DIP financing, has sufficient liquidity to timely pay all employees, vendors and suppliers for services and products provided during Chapter 11," said Elliot Chambers, CEO. "We recognize that the uncertainty of the past months has been difficult for many of our stakeholders but are pleased to have the support of our RBL lenders and an appropriate budget established for operations in Chapter 11." The Company's DIP financing is being provided by certain of its current syndicate of RBL lenders, with MUFG Union Bank as administrative agent and collateral agent. The DIP financing is subject to court approval. White Star also is seeking court approval of a variety of other motions to ensure the continued ability to operate in the ordinary course of business during the Chapter 11 cases as intended. White Star has selected Guggenheim Securities, LLC, to act as its investment banker in connection with the Chapter 11 cases, including to advise White Star in the exploration of these strategic alternatives. White Star filed Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware, as previously planned. In the afternoon of May 24, 2019, without notice to the Company, five vendor creditors filed another, involuntary Chapter 11 case against the Company in the United States Bankruptcy Court for the Western District of Oklahoma. The Company is reviewing the facts surrounding the involuntary petition and will seek a determination of the appropriate ultimate venue for its Chapter 11 case promptly in accordance with applicable law and in consultation with its DIP lenders and other stakeholders. About White Star Petroleum White Star Petroleum, LLC -- http://www.wstr.com/-- is an independent oil and natural gas company focused on the acquisition, development, operation and production of unconventional oil and natural gas properties located in the Mid-Continent region in Oklahoma. White Star headquartered in Oklahoma City, Oklahoma and employs 169 people. As of December 2018, White Star owned 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. White Star Petroleum Holdings, LLC, and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11179) on May 28, 2019. White Star estimated $500 million to $1 billion in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. White Star is also being assisted by Alvarez & Marsal North America, LLC, as financial advisor, and Sullivan & Cromwell LLP and Morris, Nichols, Arsht & Tunnell LLP as legal advisors. Kurtzman Carson Consultants LLC is the claims and notice agent. WHITE STAR: No Allowable Claims for Involuntary Petitioners ----------------------------------------------------------- White Star Petroleum, LLC, and its debtor-affiliates said in court filings that they have numerous suppliers and vendors that have not been paid amounts due to them as a result of the loss of liquidity by the Debtors. Certain of these suppliers and vendors have filed liens against the Debtors and taken other debt collection steps. Late in the afternoon on Friday, May 24, 2019, five purported vendor creditors filed an involuntary bankruptcy petition against WSTR in the United States Bankruptcy Court for the Western District of Oklahoma. The Debtors had already substantially finished their preparations for the filing of chapter 11 cases and were not given advance notice of the involuntary petition. The Debtors filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware on May 28, 2019. The Debtors' counsel, Andrew G. Dietderich of Sullivan & Cromwell LLP, wrote a letter to Judge Janice Loyd of the Oklahoma Court to inform the Oklahoma Court of the Debtors' Chapter 11 filing. According to Mr. Dietderich, White Star has not been formally served with any summons. White Star is currently reviewing the circumstances surrounding the involuntary petition and intends to respond to the petition and summons within the statutorily prescribed period to answer. Based on the preliminary review of the business records of the Debtors over the weekend, the five purported creditors may not have allowable claims in the Chapter 11 case of White Star. During the 90-day preference period under Sec. 547 of the Bankruptcy Code, each received substantial payments on account of antecedent debts. The total amount paid to the involuntary petitioners during the preference period was $3,745,731, broken down as follows: * Latshaw Drilling Company LLC: $1,035,610 * Mustang Heavy Haul, LLC: $263,425 * Multi-Shot Directional, LLC: $799,160 * Cactus Drilling Company, LLC: $952,292 * Baker Hughes Oilfield Operations: $695,244 WSTR no longer does business with any of the Involuntary Petitioners. About White Star Petroleum White Star Petroleum, LLC -- http://www.wstr.com/-- is an independent oil and natural gas company focused on the acquisition, development, operation and production of unconventional oil and natural gas properties located in the Mid-Continent region in Oklahoma. White Star headquartered in Oklahoma City, Oklahoma and employs 169 people. As of December 2018, White Star owned approximately 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. Five alleged creditors -- namely, Mustang Heavy Haul, LLC, Latshaw Drilling Company, LLC, MS Directional, LLC, Baker Hughes Oilfield Operations, LLC, and Cactus Drilling Company, LLC -- filed an involuntary Chapter 11 petition for White Star Petroleum, LLC, on May 24, 2019 (Bankr. W.D. Okla. Case No. 19-12145). The Hon. Janice D. Loyd. Crowe & Dunlevy, led by Mark A. Craige, is counsel to the Involuntary Petitioners. White Star Petroleum Holdings, LLC, and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11179) on May 28, 2019. White Star estimated $500 million to $1 billion in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. White Star is also being assisted by Alvarez & Marsal North America, LLC, as financial advisor, and Sullivan & Cromwell LLP and Morris, Nichols, Arsht & Tunnell LLP as legal advisors. Kurtzman Carson Consultants LLC is the claims and notice agent. ZACKY & SONS: $1.9M Sale of Fresno Property to Charlies Approved ---------------------------------------------------------------- Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central District of California authorized Zacky & Sons Poultry, LLC's sale of the real property located at 2020 S. East Avenue, Fresno, California, APN 468-040-07S, to Charlies Enterprises, Inc., doing business as OK Produce, for $1.9 million. A hearing on the Motion was held on May 13, 2019 at 1:30 p.m. At the Auction conducted by the Debtor on May 7, 2019 at 10:00 a.m. (PT)), the stalking horse bid submitted by OK Produce, for the purchase price of $1.9 million, was determined to be the highest or otherwise best bid for the Fresno Asset. The sale is free and clear of any and all liens, claims, Encumbrances, and interests of any kind or nature whatsoever other than as provided in the APA. Any liens, claims, Encumbrances and interests against the Fresno Asset will attach to the Debtor's interest in the proceeds of the sale. Upon the entry of the Order, the Debtor and its counsel, Levene, Neale, Bender, Yoo & Brill L.L.P., are authorized and directed to deliver to an escrow agent selected by OK Produce the Deposit paid by OK Produce in the sum of $190,000. On the Closing Date, the Escrow Agent is authorized and directed to pay from the Purchase Price: (a) any unpaid pre-Closing real property taxes related to or arising from the Fresno Asset which are payable by the Debtor and its estate under the terms of the APA, and (b) the 3.25% broker's commission totaling $61,750 for the sale of the Fresno Asset, which commission is to be shared equally by the Court-approved broker for the Debtor, Kennedy Wilson Properties, Ltd., and the broker for OK Produce, Newmark Grubb Pearson Commercial., with the balance of the sale proceeds to be distributed. Notwithstanding anything to the contrary in the APA, all fees and costs incurred by the Escrow Agent in connection with the sale of the Fresno Asset and all reasonable attorneys' fees incurred by the Debtor and Great Rock to review the instructions relating to or governing the actions of the Escrow Agent in connection with such sale will be borne exclusively by OK Produce and will not be paid from the Purchase Price. Nothing in the Escrow Instructions may supersede the terms of the APA and/or the Order. The amount of any real property taxes related to or arising from the Fresno Asset for the Post-Closing Tax Period which have previously been paid by Great Rock will be refunded by OK Produce to Great Rock at the Closing. Notwithstanding the provisions of Bankruptcy Rules 6004(h), the Order is not stayed and is effective immediately upon entry. About Zacky and Sons Poultry Zacky & Sons Poultry, LLC -- http://zackyfarms.com/-- is a grower, processor, distributor, and wholesaler of poultry products. It offers turkey and chicken products such as sausages, franks, and sliced meat. Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on Nov. 13, 2018. In the petition signed by Lillian Zacky, managing member, the Debtor estimated $50 million to $100 million in assets and liabilities. The Hon. Robert N. Kwan oversees the case. Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as financial advisor; and LKP Global Law, LLP as special employment and labor counsel. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Steven Marquez, Esq. Bankr. D. Ariz. Case No. 19-06290 Chapter 11 Petition filed May 22, 2019 represented by: Pernell W. McGuire, Esq. DAVIS MILES MCGUIRE GARDNER, PLLC E-mail: pmcguire@davismiles.com In re Elizabeth Bijou Bankr. C.D. Cal. Case No. 19-11278 Chapter 11 Petition filed May 22, 2019 represented by: Blake J. Lindemann, Esq. E-mail: Blake@lawbl.com In re RonExpress, Inc. Bankr. M.D. Fla. Case No. 19-04815 Chapter 11 Petition filed May 22, 2019 See http://bankrupt.com/misc/flmb19-04815.pdf represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com In re James E. Fitzgibbons Bankr. M.D. Fla. Case No. 19-04823 Chapter 11 Petition filed May 22, 2019 represented by: Timothy W. Gensmer, Esq. TIMOTHY W GENSMER, PA E-mail: timgensmer@aol.com In re Hill & Hill Maintenance & Excavation, Inc. Bankr. W.D. Mo. Case No. 19-30255 Chapter 11 Petition filed May 22, 2019 See http://bankrupt.com/misc/mowb19-30255.pdf represented by: David E. Schroeder, Esq. DAVID SCHROEDER LAW OFFICES, PC E-mail: bk1@dschroederlaw.com In re Happy Faces Childcare & Learning Center Inc. Bankr. D.N.J. Case No. 19-20364 Chapter 11 Petition filed May 22, 2019 Filed Pro Se In re Michaelle L. Aquino Bankr. E.D.N.Y. Case No. 19-43136 Chapter 11 Petition filed May 22, 2019 represented by: Michael A. King, Esq. E-mail: Romeo1860@aol.com In re Sand Castle South Timeshare Owners Association, Inc. Bankr. D.S.C. Case No. 19-02764 Chapter 11 Petition filed May 22, 2019 See http://bankrupt.com/misc/scb19-02764.pdf represented by: Julio E. Mendoza, Jr., Esq. NEXSEN PRUET, LLC E-mail: rmendoza@nexsenpruet.com In re Sugar Land Home Health Agency, Inc. Bankr. S.D. Tex. Case No. 19-32860 Chapter 11 Petition filed May 23, 2019 See http://bankrupt.com/misc/txsb19-32860.pdf represented by: Troy J. Wilson, Esq. WILSON & ASSOCIATES, PLLC E-mail: tjwlaw777@yahoo.com In re Enalasys Corporation Bankr. C.D. Cal. Case No. 19-11987 Chapter 11 Petition filed May 23, 2019 See http://bankrupt.com/misc/cacb19-11987.pdf represented by: Michael Jones, Esq. M JONES & ASSOCIATES, PC E-mail: mike@mjthelawyer.com mike@MJonesOC.com In re Ayeeda, LLC Bankr. C.D. Cal. Case No. 19-12012 Chapter 11 Petition filed May 24, 2019 See http://bankrupt.com/misc/cacb19-12012.pdf represented by: Andy C. Warshaw, Esq. FINANCIAL RELIEF LAW CENTER, APC E-mail: awarshaw@bwlawcenter.com In re David Christopher Brady Bankr. C.D. Cal. Case No. 19-16078 Chapter 11 Petition filed May 24, 2019 represented by: Leslie A. Cohen, Esq. LESLIE COHEN LAW PC E-mail: leslie@lesliecohenlaw.com In re 5 Star Pool Plaster, Inc. Bankr. E.D. Cal. Case No. 19-23296 Chapter 11 Petition filed May 23, 2019 See http://bankrupt.com/misc/caeb19-23296.pdf represented by: David C. Johnston, Esq. DAVID C. JOHNSTON In re Tri-Core Partners USA, LLC Bankr. S.D. Fla. Case No. 19-16931 Chapter 11 Petition filed May 24, 2019 See http://bankrupt.com/misc/flsb19-16931.pdf represented by: Craig I. Kelley, Esq. KELLEY & FULTON, PL E-mail: craig@kelleylawoffice.com dana@kelleylawoffice.com In re Alkhairy Properties LLC Bankr. N.D. Ind. Case No. 19-10942 Chapter 11 Petition filed May 24, 2019 See http://bankrupt.com/misc/innb19-10942.pdf represented by: R. David Boyer II, Esq. BOYER & BOYER E-mail: db2@boyerlegal.com arl@boyerlegal.com In re Roger Lee Harmon Bankr. D. Neb. Case No. 19-40903 Chapter 11 Petition filed May 24, 2019 represented by: Wayne E. Griffin, Esq. WAYNE E. GRIFFIN LAW OFFICE E-mail: wgriffinlaw@hotmail.com In re Saru Contracting Inc. Bankr. E.D.N.Y. Case No. 19-73805 Chapter 11 Petition filed May 24, 2019 See http://bankrupt.com/misc/nyeb19-73805.pdf represented by: Erica T. Yitzhak, Esq. ERICA T. YITZHAK ESQ. PC E-mail: erica@etylaw.com In re The Wine Valley, LLC Bankr. S.D. W.Va. Case No. 19-20218 Chapter 11 Petition filed May 23, 2019 See http://bankrupt.com/misc/wvsb19-20218.pdf represented by: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE E-mail: joecaldwell@frontier.com & chuckriffee@frontier.com In re Alejandro Fabian Scolnik Bankr. S.D. Fla. Case No. 19-16856 Chapter 11 Petition filed May 23, 2019 represented by: Richard Siegmeister, Esq. E-mail: rspa111@att.net In re Nile Developers LLC Bankr. D. Md. Case No. 19-17000 Chapter 11 Petition filed May 23, 2019 Filed Pro Se In re The Brewer's Apprentice, Inc Bankr. D.N.J. Case No. 19-20461 Chapter 11 Petition filed May 23, 2019 See http://bankrupt.com/misc/njb19-20461.pdf represented by: Allen I. Gorski, Esq. GORSKI & KNOWLTON PC E-mail: agorski@gorskiknowlton.com In re Standard Amusements LLC Bankr. S.D.N.Y. Case No. 19-23061 Chapter 11 Petition filed May 27, 2019 See http://bankrupt.com/misc/nysb19-23061.pdf represented by: Daniel L. Cantor, Esq. John J. Rapisardi, Esq. Diana Perez, Esq. Daniel Shamah, Esq. O'MELVENY & MYERS LLP E-mail: dcantor@omm.com jrapisardi@omm.com dshamah@omm.com dperez@omm.com In re Donald Dean Warden, II Bankr. M.D. Tenn. Case No. 19-03353 Chapter 11 Petition filed May 27, 2019 represented by: LEFKOVITZ AND LEFKOVITZ, PLLC E-mail: slefkovitz@lefkovitz.com In re JHS Ventures LLC Bankr. D. Ariz. Case No. 19-06528 Chapter 11 Petition filed May 28, 2019 See http://bankrupt.com/misc/azb19-06528.pdf represented by: Donald W. Powell CARMICHAEL & POWELL, P.C. E-mail: d.powell@cplawfirm.com In re CCI Investments LLC Bankr. E.D. Cal. Case No. 19-90489 Chapter 11 Petition filed May 28, 2019 Filed Pro Se In re Darren Dwayne Austin and Ganice Morgan Austin Bankr. N.D. Cal. Case No. 19-41221 Chapter 11 Petition filed May 28, 2019 represented by: Matthew D. Metzger, Esq. BELVEDERE LEGAL, PC E-mail: belvederelegalecf@gmail.com In re Gypsum Reno Development, LLC Bankr. N.D. Cal. Case No. 19-51066 Chapter 11 Petition filed May 28, 2019 See http://bankrupt.com/misc/canb19-51066.pdf represented by: Charles B. Greene, Esq. LAW OFFICES OF CHARLES B. GREENE E-mail: cbgattyecf@aol.com cbgreeneatty@gmail.com In re CA Financial Solutions Bankr. D. Hawaii Case No. 19-00676 Chapter 11 Petition filed May 28, 2019 Filed Pro Se In re Mark J. Hinkle and Rebecca L. Hinkle Bankr. W.D. Ky. Case No. 19-10517 Chapter 11 Petition filed May 28, 2019 represented by: Jamie Lynn Harris, Esq. Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC E-mail: jharris@dlgfirm.com dlangdon@dlgfirm.com In re Paul Darrel Soucie and Janet Rae Soucie Bankr. D. Neb. Case No. 19-40913 Chapter 11 Petition filed May 28, 2019 represented by: John C. Hahn, Esq. WOLFE SNOWDEN HURD AHL SITZMAN TANNEHILL & HAHN, LLP E-mail: bankruptcy@wolfesnowden.com In re Rachel Novoseller Bankr. D.N.J. Case No. 19-20637 Chapter 11 Petition filed May 28, 2019 represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER E-mail: timothy.neumann25@gmail.com In re Mark B. Engel Bankr. D.N.J. Case No. 19-20646 Chapter 11 Petition filed May 28, 2019 represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER E-mail: timothy.neumann25@gmail.com In re Neil A. Sims and Aino Mastokangas-Sims Bankr. E.D.N.Y. Case No. 19-73825 Chapter 11 Petition filed May 28, 2019 represented by: Marc A. Pergament, Esq. WEINBERG GROSS & PERGAMENT LLP E-mail: mpergament@wgplaw.com In re 382 IU Willets Corp. Bankr. E.D.N.Y. Case No. 19-73839 Chapter 11 Petition filed May 28, 2019 Filed Pro Se In re David Ray Oakes Bankr. E.D. Tex. Case No. 19-41411 Chapter 11 Petition filed May 28, 2019 represented by: Davor Rukavina, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: drukavina@munsch.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. 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