/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210602.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 2, 2021, Vol. 25, No. 152 Headlines 121 LANGDON STREET: U.S. Trustee Unable to Appoint Committee 1900 ORCHARD: Seeks to Use Wells Fargo Cash Collateral 58 BRUCE AVENUE: Seeks Approval to Hire Nu Realty as Broker ADAMIS PHARMACEUTICALS: Appoints New Principal Accounting Officer AERO SHADE: U.S. Trustee Unable to Appoint Committee ALL WHEEL DRIVE: Seeks Emergency Use of Cash Collateral ALPINE 4 HOLDINGS: Sues Fin Capital, Grizzly on Fraud Charges AMATA LLC: Seeks Approval to Hire McDonald Hopkins as Legal Counsel AVERY ASPHALT: Seeks 30-Day Authority to Use Cash Collateral AVIANCA HOLDINGS: Committee Hires Willkie Farr as Legal Counsel BEN CLYMER'S: Trustee's $20K Sale of 2 New 2017 MKT Cars Approved BIOSTAGE INC: RSM Notifies Cessation of Client-Auditor Relationship BOUCHARD TRANSPORTATION: Sets Bidding Procedures for All Assets BRIGHT MOUNTAIN: Provides Preliminary Financial Results CBL & ASSOCIATES: Says Shareholders Committee Unnecessary CE ELECTRICAL: Seeks to Hire Lucove Say & Co. as Accountant CEDAR HAVEN: DIP Financing Termination Date Extended to June 30 CENTURY ALUMINUM: Appoints Robert Hoffman as VP, CAO CLEANSPARK INC: Finalizes Purchase of ATL Data Center Real Estate CLEARBEACH RESOURCES: Gets CCAA Initial Stay Order COCRYSTAL PHARMA: Sam Lee, James Martin Assume CEO Duties DECK SUPPLY: Seeks to Use SBA, et al.'s Cash Collateral DUNTOV MOTOR: Gets Court Approval to Use Cash Collateral EAS GRACELAND: Wins Access to iBorrow REIT's Cash Collateral ED'S BEANS: $650K Sale of Substantially All Crazy Mocha Assets OK'd ELI & ALI: Wins Cash Collateral Access Thru June 11 EVCO HOMES: Purchasing Fund Buying Austin Property for $1.05M EVERGREEN DEVELOPMENT: Amends Minnesota Bank Secured Claim Details FREDDIE MAC: Appoints Michael DeVito as Chief Executive Officer FRESH ACQUISITIONS: Committee Taps Dickinson Wright as Counsel FRESH ACQUISITIONS: Seeks to Hire Hilco as Real Estate Consultant FUELCELL ENERGY: Cynthia Hansen Appointed to Board of Directors GATEWAY KENSINGTON: May Use SNB Cash Collateral GENESIS PLACE: Occupancy Rate Increased to 61%; Files Amended Plan GREAT AMERICAN: Unsecureds to Get Share of Net Income for 60 Months HEALTHIER CHOICES: Rights Offering Expiration Date Moved to June 10 HOOD LANDSCAPING: $190K Sale of 49-Acre Cook County Land Approved HUMANIGEN INC: Asks FDA for Emergency Use of Lenzilumab INSPIREMD INC: Transfers Listing of Warrants to Nasdaq IRONWOOD FINANCIAL: Seeks to Hire Mitchell McNutt as Counsel JAB OF ROCKLAND: Selling Substantially All Assets for $475K JDS FOURTH AVENUE: Case Summary & 8 Unsecured Creditors K&L TRAILER: Bank Has 1st Priority Security Interest, Court Says KC EQUIPMENT: Summit Agrees to Increase Monthly Rent to $5K KEITH AND NELL: Gets Court Approval to Hire Expert Witness KOPIN CORP: All 5 Proposals Passed at Annual Meeting KUTTER GROUP: Wins Cash Collateral Access Thru July 8 LIBERTY POWER: Seeks Approval to Hire Stretto as Claims Agent LITTLE DRUG CO: Files Amended Cash Collateral Motion LRGHEALTHCARE: Obtains Access to Cash Collateral Thru June 26 LRGHEALTHCARE: PBGC Steps Down as Committee Member LUCKY STAR-DEER: Bank Says Disclosures Not Specific LUCKY STAR-DEER: Creditor Says Plans Patently Unconfirmable MALLINCKRODT PLC: June 28 Administrative Claims Filing Deadline Set MARRONE BIO: All Three Proposals Passed at Annual Meeting MAUNESHA RIVER: Seeks Cash Collateral Access MBM SAND: Okayed to Engage in Mining Prior to Sale MICROVISION INC: All 4 Proposals Passed at Annual Meeting MIDTOWN CAMPUS: Seeks Cash Collateral Access Thru July 31 MIRACLE RESTAURANTS: Unsecureds to Get $120,000 in Plan NANO MAGIC: Incurs $781K Net Loss in 2020 NILHAN DEVELOPERS: Suit Over Trustee's Asset Sale Dismissed NN INC: All Four Proposals Approved at Annual Meeting NOVABAY PHARMACEUTICALS: All 3 Proposals Passed at Annual Meeting NXT ENERGY: Obtains $1 Million HASCAP Loan OCEAN POWER: Agrees to Pay $1.2M in Employment Termination Lawsuit OMNIQ CORP: Gets Purchase Order for AI Based Cloud Solution PETROLIA ENERGY: Incurs $2.9 Million Net Loss in 2019 PETROLIA ENERGY: Incurs $573,637 Net Loss in Q2 2019 PETROLIA ENERGY: Incurs $871,161 Net Loss in Q3 2019 PG&E CORP: Sells San Francisco Headquarters POTOMAC CONSTRUCTION: Case Summary & Unsecured Creditor RAMJAY INC: Seeks to Use Newtek, et al.'s Cash Collateral REED 1860: Seeks Approval to Hire Craig A. Diehl as Legal Counsel RESOURCES LIMITED: Seeks to Hire Leaberry Law Firm as Legal Counsel RIOT BLOCKCHAIN: Completes Acquisition of Whinstone US SATELLITE RESTAURANTS: Trustee's $440K Sale of All Assets Approved SC SJ HOLDINGS: Indirect Parent to Provide Funding SCHOOL DISTRICT: Seeks to Hire Consilium Partner as Accountant SEADRILL LTD: CEO Redland Steps Down Amid Corporate Restructuring SEANERGY MARITIME: To Acquire 16th Capesize Vessel for $33.7-Mil. SHRUNGI LLC: Ganeshay Says $1.45M Plan Valuation Absurd SOAS LLC: Unsecureds to Get Share of Profits for 5 Years SOUTHERN PRODUCE: Fitzgerald Buying Columbia Property for $25.1K TECT AEROSPACE: Allowed to File Boeing-Wipro Agreement Under Seal TECT AEROSPACE: Auction Sale of Everett Assets Set for June 14 TECT AEROSPACE: Bidding Protocol Okay; June 10 Bid Deadline Set TECT AEROSPACE: June 7 Hearing on Bid Procedures for Kansas Assets TEX-GAS HOLDINGS: Voluntary Chapter 11 Case Summary TG SERENITY: Unsecureds be Paid Semi Annually Over 5 Years THEOS FEDRO: Seeks to Hire NRT West as Real Estate Broker THUNDERBIRD GLOBAL: Seeks to Hire Hauf Law as Legal Counsel TRC FARMS: Bernals Buying Approx. 24-Acre Dover Property for $85K VCLC HOLDINGS: U.S. Trustee Unable to Appoint Committee VERTEX ENERGY: To Buy Shell Refinery for $75 Million VIDEO DISPLAY: Posts $812K Net Income in FY Ended Feb. 28 WAGGONER CATTLE: Trustee May Disburse Litigation Proceeds YC ATLANTA: Will Have Examiner, Trustee & Conversion Bids Nixed YUNHONG CTI: Regains Compliance With Nasdaq Listing Rule ZEIGANGEL VENTURES: Seeks to Hire Schwartz Law as Legal Counsel ********* 121 LANGDON STREET: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee for Region 11 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 121 Langdon Street Group, LLP. About 121 Langdon Street Group 121 Langdon Street Group, LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 21-10886) on April 26, 2021. At the time of the filing, the Debtor had between $1 billion and $10 billion in both assets and liabilities. Judge Catherine J. Furay oversees the case. Krekeler Strother, S.C. is the Debtor's legal counsel. 1900 ORCHARD: Seeks to Use Wells Fargo Cash Collateral ------------------------------------------------------ 1900 Orchard Holdings LLC asked the Bankruptcy Court to approve a Final Stipulation it entered into with Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of CFCRE 2016-C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7. Pursuant to the terms of the Stipulation, the Debtor may use cash collateral upon approval of the Stipulation through September 1, 2021, for the purpose and amounts set forth in the budget. As of the Petition Date, the Lender asserts these amounts against the Debtor as owing under a prepetition loan: Principal: $3,024,843 Interest: $58,098 Liquidation Fee: $31,652 Protective Advances: $4,034 Bank Maintenance Fee: $1,200 Interest on Advances: $819 Reconveyance Fee: $800 The loan, which the Lender acquired for $3,187,500 before the Petition Date from its predecessor-in-interest, is secured by a Mortgage and Security Agreement and an Assignment of Leases and Rents. The Lender asserts a perfected security interest and lien on substantially all of the Debtor's assets, including the Debtor's shopping center, "The Orchards Shopping Center," in Collinsville, Illinois, as well as all rents, revenues and profits therefrom, pursuant to the terms of the Mortgage and the ALR. The Stipulation further provides that: * the Debtor shall make regularly payments to the Lender for $27,170 -- representing principal, non-default interest, bank account maintenance fee, insurance and taxes -- with two payments being due upon Court approval of the Stipulation and continuing on the first day of each month thereafter during the term of related order; * the Debtor shall make escrow payments to the Lender for taxes and insurance, pursuant to the Loan Documents, as part of the Adequate Protection Payments; * the Lender shall have, valid, first, perfected and enforceable security interests in and liens on all of the Debtor's post-petition assets; * the Adequate Protection Liens shall not attach to the avoidance actions commenced by or on behalf of the Debtor and the Debtor's estate pursuant to Chapter 5 of the Bankruptcy Code; * any diminution in the value of the Pre-Petition shall be deemed a claim entitled to priority pursuant to Section 507(b) of the Bankruptcy Code, junior in priority only to the allowed fees and expenses of the Chapter 7 Trustee appointed in the event that the Chapter 11 case is converted to one under Chapter 7. Any expenses paid under the Budget shall not be subject to disgorgement A copy of the Stipulation is available for free at https://bit.ly/3i89toO from PacerMonitor.com. About 1900 Orchard Holdings 1900 Orchard Holdings LLC, a single asset real estate debtor based in Brooklyn, N.Y., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 21-40529) on Feb. 28, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP is the Debtor's legal counsel. Wells Fargo Bank, National Association, as trustee for the benefit of the holders of CFCRE 2016-C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7, is represented by Christopher P. Schueller, Esq., at Buchanan Ingersoll & Rooney PC. 58 BRUCE AVENUE: Seeks Approval to Hire Nu Realty as Broker ----------------------------------------------------------- 58 Bruce Avenue Corp. and 143 School Street Realty Corp. seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Yonkers, N.Y.-based broker Nu Realty Advisors Inc. The Debtors need the services of a broker to market for sale their real properties, including two buildings with 23 rental units. Nu Realty will receive a 4.5 percent commission on the gross sales price, inclusive of expenses, for each of the buildings sold. As disclosed in court filings, Nu Realty is a "disinterested person" as that term is defined in Section 101(14) of the Code. The firm can be reached through: Michael Nukho NuRealty Advisors Inc. 571 S Broadway Yonkers, NY 10705 Direct: 914-670-7065 Fax: 914-969-7015 Email: MNukho@NuRealtyAdvisors.com About 58 Bruce Avenue Corp. and 143 School Street Realty Corp. 58 Bruce Avenue Corp. and 143 School Street Realty Corp. classify their business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 58 Bruce Avenue Corp. and 143 School Street Realty filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 20-23033 and 20-23034) on Sept. 10, 2020. At the time of the filing, the Debtors had between $1 million and $10 million in both assets and liabilities. M. Cabrera & Associates, P.C., led by Matthew M. Cabrera, Esq., serves as the Debtors' legal counsel. ADAMIS PHARMACEUTICALS: Appoints New Principal Accounting Officer ----------------------------------------------------------------- The board of directors of Adamis Pharmaceuticals Corporation appointed David C. Benedicto, the Company's senior director of accounting and controller, as the Company's principal accounting officer. Previously, Robert O. Hopkins, the Company's chief financial officer, served as the Company's principal accounting officer. Mr. Benedicto, 60, joined the Company in December 2014, as accounting manager. Mr. Benedicto, a CPA and CMA (Certified Management Accountant), earned a Bachelor's degree in Commerce from the University of Saint La Salle, and an M.B.A. from the University of the Redlands. The selection of Mr. Benedicto to serve as principal accounting officer was not made pursuant to any arrangement or understanding with any other person. Adamis Pharmaceuticals will enter into the Company's form of indemnity agreement with Mr. Benedicto. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease, allergy and opioid overdose. The company's SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine) Injection 0.15mg products were approved by the FDA for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis reported a net loss of $49.39 million for the year ended Dec. 31, 2020, compared to a net loss of $27.51 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $30.87 million in total assets, $27.37 million in total liabilities, and $3.50 million in total stockholders' equity. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AERO SHADE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Aero Shade Technologies Inc., according to court dockets. About Aero Shade Technologies Aero Shade Technologies, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13573) on April 15, 2021, disclosing up to $50,000 in both assets and liabilities. Judge Mindy A. Mora oversees the case. Kelley Fulton & Kaplan, P.L. and Ackerman Rodgers, CPA, PLLC serve as the Debtor's legal counsel and accountant. ALL WHEEL DRIVE: Seeks Emergency Use of Cash Collateral ------------------------------------------------------- All Wheel Drive Tuning, Inc. asked the U.S. Bankruptcy Court for the Eastern District of Texas to authorize the use cash collateral on an interim basis, pursuant to a 15-day budget through June 10, 2021, and on a final basis, pursuant to a 30-day budget. The Debtor asserts that it has emergency need of cash collateral to be able to operate its business, complete the work-in-process and service obligations currently in progress, and service additional clients. Without the use of cash collateral, the Debtor said it would be not be able to remain open and subsequently reorganize. The 15-day budget provides for $35,950 in total expenses, a copy of which is available for free at https://bit.ly/3fEFovr from PacerMonitor.com. Pursuant to the 30-day budget, the Debtor expects to incur $85,740 in total expenses, a list of which is available for free at https://bit.ly/3uEenw4 also from PacerMonitor.com The Debtor owes Frost Bank approximately $80,000. The Frost Claim is collateralized by the Debtor's personal property which would constitute cash collateral, such as accounts, work in process, inventory, as well as other assets, which are estimated to be $50,000. Other creditors who assert security interests in the Debtor's collateral have claims that are junior to the Frost Claim. The Debtor said it is willing to provide Frost Bank with replacement liens in future assets with the same nature, validity, extent and priority of Frost Bank's pre-petition liens, up to the extent of the Debtor's use of cash collateral. A copy of the motion is available for free at https://bit.ly/3p5k0T9 from PacerMonitor.com. About All Wheel Drive Tuning All Wheel Drive Tuning, Inc., owns and operates an automotive repair and maintenance facility specializing in high performance Subaru vehicles. The business suffered reduced demand and associated revenue due to the economic downturn and depressed business environment resulting from the COVID-19 pandemic. All Wheel Drive Tuning sought protection under Chapter 11 (Bankr. E.D. Tex. Case No. 21-40790) in the U.S. Bankruptcy Court for the Eastern District of Texas on May 27, 2021. On the Petition Date, the Debtor estimated between $100,001 and $500,000 in assets and between $500,001 and $1,000,000 in liabilities. Larry Keith Fields, president, signed the petition. SUSAN B. HERSH, P.C. is the Debtor's counsel. The Debtor's counsel may be reached through: Susan B. Hersh, Esq. SUSAN B. HERSH, P.C. 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 503-7070 Email: Susan@susanbhershpc.com ALPINE 4 HOLDINGS: Sues Fin Capital, Grizzly on Fraud Charges ------------------------------------------------------------- Alpine 4 Holdings, Inc., together with four shareholders of the Company, filed a lawsuit in the United States District Court for the District of Arizona (Case No.: 2 21-cv-00886-MTL), against Fin Capital LLC, a New York limited liability company, and Grizzly Research, LLC, a Delaware limited liability company. In the Lawsuit, the plaintiffs allege and claim that the defendants made public communications about the Company which were false and misleading. The plaintiffs brought claims of securities fraud, tortious interference with prospective business expectancy, and defamation against both defendants, and claimed damages in an amount to be determined at trial. Additional information will be provided about the Lawsuit as the matter progresses. A full-text copy of the complaint is available for free at: https://www.sec.gov/Archives/edgar/data/1606698/000109690621001251/alpp_ex99z1.htm About Alpine Alpine 4 Technologies Ltd. is a publicly traded enterprise with business related endeavors in software, automotive technologies, electronics manufacturing, and energy services & fabrication technologies. As of June 1, 2020, the Company was a holding company that owned seven operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; American Precision Fabricators, Inc.; Morris Sheet Metal, Corp; and JTD Spiral, Inc.; Deluxe Sheet Metal, Inc,; and Excel Fabrication, LLC. Alpine 4 Technologies reported a net loss of $8.05 million for the year ended Dec. 31, 2020, a net loss of $3.13 million for the year ended Dec. 31, 2019, ando a net loss of $7.91 million for the year ended Dec. 31, 2018. As of Dec. 31, 2020, the Company had $40.73 million in total assets, $49.52 million in total liabilities, and a total stockholders' deficit of $8.79 million. AMATA LLC: Seeks Approval to Hire McDonald Hopkins as Legal Counsel ------------------------------------------------------------------- Amata, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ McDonald Hopkins, LLC as its legal counsel. The firm's services include: (a) providing legal advice with respect to the Debtor's powers and duties in the continued and management of its property; (b) attending meetings and negotiating with representatives of creditors and other parties in interest and advising and consulting on the conduct of the Debtor's subchapter V case, including the legal and administrative requirements of operating in subchapter V; (c) taking necessary action to protect and preserve the Debtor's estate, including the prosecution of actions commenced under the Bankruptcy Code and objecting to claims filed against the estate; (d) preparing legal papers; (e) engaging with the Subchapter V trustee with regard to information requests, claims review, and other matters as needed; (f) advising and assisting the Debtor with respect to any litigation; (g) advising and assisting the Debtor with financing and transactional matters as may arise during the subchapter V case; (h) preparing a plan of reorganization for the Debtor; (i) appearing in court and protecting the interests of the Debtor before the court; and (j) performing all other legal services for the Debtor, which may be necessary and proper in this proceeding. Nicholas Miller, Esq., a member of McDonald Hopkins and the attorney who will be handling the case, will be paid at $595 per hour. Mr. Miller disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. McDonald Hopkins can be reached at: Nicholas M. Miller, Esq. McDonald Hopkins, LLC 300 North LaSalle Street, Suite 1400 Chicago, IL 60654 Tel: (312) 642-6938 Fax: (312) 280-8232 Email: nmiller@mcdonaldhopkins.com About Amata LLC Amata LLC -- http://www.amatacorp.com/-- is an office space provider catering specifically to legal practitioners. The company operates its business at 77 W. Wacker Drive, Suite 4500, Chicago. Amata filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-04801) on April 12, 2021. In the petition signed by Ronald C. Bockstahler, founder and chief executive officer, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge David D. Cleary oversees the case. The Debtor tapped McDonald Hopkins, LLC as its bankruptcy counsel. Neema T. Varghese is the Subchapter V trustee appointed in the Debtor's Chapter 11 case. AVERY ASPHALT: Seeks 30-Day Authority to Use Cash Collateral ------------------------------------------------------------ Avery Asphalt, Inc. asked the Bankruptcy Court to authorize the use of cash collateral for the period from June 1 to June 30, 2021, pursuant to a budget. The Debtor asserts that it needs to use cash collateral to permit the orderly continuation of its business operation; to maintain business relationship with vendors, suppliers and customers; to make payroll and satisfy other working capital needs. The Debtor also needed to pay the June swap payment to Secured Creditor Sunflower Bank, N.A. The Debtor's monthly budget for June 2021 provided for $1,450,000 in monthly revenue and $1,318,670 in monthly expenses. Sunflower Bank; Greenline CDF Subfund XXIII LLC; the Colorado Department of Revenue (CODOR); and Nationwide Mutual Insurance Company each assert a valid, perfected security interests in substantially all of the Debtor's personal property. Sunflower asserts it was first (as between itself, Greenline and Nationwide) to file UCC-1 financing statements against the Debtor and its debtor-affiliates. It also claims to have a first-priority consensual security interest in the Debtors' prepetition personal property. Nationwide asserts that in addition to its perfected security interest created by the UCC-1 financing statement filed, it also has rights of equitable subrogation on all bonded contract funds. CODOR claims a senior statutory lien against the Debtor's prepetition personal property, asserting that Colorado has a statutory lien to secure the payment of wage withholding taxes. As adequate protection for the Secured Parties' interest, the Debtor proposed: * Adequate Protection Liens. Each of the Secured Parties are granted replacement liens and security interest in the Debtor's postpetition assets with the same priority an validity as each secured party's prepetition liens and security interest to the extent of postpetition cash used by the Debtor. * Other Protection. To the extent that the adequate protection liens prove to be insufficient, each of the Secured Parties shall have super priority administrative expense claims to the extent that the Secured Party has a valid allowed secured claim under Section 506(a) in the cash collateral used. * Insurance. The Debtors shall maintain insurance coverage on the prepetition personal property and any real property for the full replacement value of those assets and shall cause Sunflower to be named as a loss payee for the insurance policies. * Trust Fund Taxes. The Debtors shall pay all postpetition federal and state payroll, withholding, sales, use, personal property, real property, and other taxes and assesments. A copy of the motion, with the budget, is available for free at https://bit.ly/3c9IZ2q from PacerMonitor.com. Pursuant to a prior stipulation between the Debtor and the Secured Parties, Judge Michael E. Romero has granted the Debtor access to cash collateral from May 2 through May 31, 2021. A copy of that order is available at https://bit.ly/3vK6Pt2 from PacerMonitor.com at no charge. About Avery Asphalt, Inc. Avery Asphalt, Inc. is the main operating company and installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. Avery Equipment, LLC owns the equipment used in Avery Asphalt's business. Avery Holdings, LLC owns the real estate used in Avery Asphalt's business. LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company and 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. Avery Asphalt and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on February 19, 2021. The bankruptcy was filed after a receiver was appointed for all the Debtors in one state court case. The receivership hampered Avery Asphalt's ability to operate profitably. The Debtors believe this reorganization proceeding will facilitate a better return to creditors than a receivership or liquidation. The Debtors intend to streamline operations and sell equipment and real estate that is no longer used by Avery Asphalt in connection with a plan of reorganization. In the petition signed by CEO Aaron Avery, the Debtors disclosed up to $50,000 in assets and up to $10 million in liabilities. David J. Warner, Esq., at WADSWORTH GARBER WARNER CONRARDY, P.C. is the Debtor's counsel. AVIANCA HOLDINGS: Committee Hires Willkie Farr as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Avianca Holdings S.A. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Willkie Farr & Gallagher, LLP as its legal counsel. The firm's services include: a. advising the committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; b. assisting the committee in its consultation with the Debtors relative to the administration of their Chapter 11 cases; c. attending meetings and negotiating with the representatives of the Debtors and other parties-in-interest; d. assisting the committee in its examination and analysis of the conduct of the Debtors' affairs; e. assisting the committee in connection with any sale of the Debtors' assets; f. assisting the committee in the review, analysis and negotiation of any Chapter 11 plan of reorganization or liquidation that may be filed; g. taking all necessary actions to protect and preserve the interests of the committee, including possible prosecution of actions on its behalf, negotiations concerning all litigation in which the Debtors are involved, and analysis of claims filed against the Debtors' estates; h. preparing legal papers; i. appearing before the bankruptcy court, the appellate courts, and the U.S. trustee; and j. performing all other necessary legal services in these cases. The firm will be paid as follows: Partners and Counsel $1,250 to $1,800 per hour Associates, Other Attorneys and Law Clerks $410 to $1,225 per hour Paraprofessionals $280 to $460 per hour Michelle Dreyer, Esq., a partner at Willkie Farr & Gallagher, disclosed in court filings that the firm's attorneys do not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Dreyer disclosed that: -- Willkie Farr & Gallagher has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Willkie Farr & Gallagher has not represented the committee in the 12 months prior to the Debtors' Chapter 11 filing; and -- the committee and the firm expect to develop a prospective budget and staffing plan to comply with the U.S. trustee's requests for additional disclosures and orders of the court. The firm can be reached through: Michelle Dreyer, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 About Avianca Avianca -- https://aviancaholdings.com/ -- is the commercial brand for the collection of passenger airlines and cargo airlines under the umbrella company Avianca Holdings S.A. Bogota, Colombia-based Avianca has been flying uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. Avianca Holdings S.A. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11133) on May 10, 2020. At the time of the filing, Debtors disclosed $7,273,900,000 in assets and $7,268,700,000 in liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank LLP as general bankruptcy counsel; Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon Abogados S.A.S. as restructuring counsel; Smith Gambrell and Russell, LLP as aviation counsel; Seabury Securities LLC as financial restructuring advisor and investment banker; FTI Consulting, Inc. as financial restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors in Debtors' bankruptcy cases on May 22, 2020. The committee is represented by Willkie Farr & Gallagher, LLP. BEN CLYMER'S: Trustee's $20K Sale of 2 New 2017 MKT Cars Approved ----------------------------------------------------------------- Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California authorized Todd Frealy, the Chapter 11 trustee for Ben Clymer's The Body Shop Perris, Inc., to sell two new 2017 MKT cars with vehicle identification numbers 2LIMJ5LT8HBL01110 and 2LIMJ5LTXHBL01108 to William Alden for $10,000 each. A hearing on the Motion was held on May 18, 2021, at 1:30 p.m. The sales are on an "as is, where is," with "all faults basis," with no representations or warranties of any kind, including with respect to the condition of the MKTs, or whether Alden can register or use the MKTs in the U.S., with Alden to be solely responsible for the costs of retrieval of the MKTs. The sales of the MKTs to Alden, and all of the proceeds from such sales, will be free and clear of any and all liens, claims or interests of any party, creditor or person, and will constitute unencumbered funds of the Consolidated Estates. About Ben Clymer's The Body Shop Perris Ben Clymer's The Body Shop Perris Inc. is an auto body repair and painting company offering, among other services, unibody and frame repair, glass repair, dent removal, paintless dent removal, paint matching on site, chip and scratch repair, and buffing and polishing. Ben Clymer's The Body Shop Perris sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-14798) on July 15, 2020. At the time of the filing, Debtor disclosed total assets of $2,838,204 and total liabilities of $6,874,527. Judge Scott C. Clarkson oversees the case. Debtor is represented by the Law Offices of Robert M. Yaspan. BIOSTAGE INC: RSM Notifies Cessation of Client-Auditor Relationship ------------------------------------------------------------------- Biostage, Inc. received a notification from RSM US LLP on May 25, 2021, stating that the client-auditor relationship between the Company and RSM has ceased. Prior to such notification, RSM had recently served as the Company's independent auditors through the recent Form 10-Q filing by the Company on May 24, 2021. The change in accountants was not recommended by the audit committee of the board of directors. During the two fiscal years ended Dec. 31, 2020, and the subsequent interim period through May 25, 2021 there were no (1) disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of RSM, would have caused it to make reference to the subject matter of the disagreements in connection with its reports, or (2) "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K, except with respect to the material weakness in internal controls described in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2020 relating to the timely identification and recording of financial statement adjustments specifically related to the timely and accurate identification, analysis, recording, and disclosure of certain non-routine accounting matters, such as a lease extension and a grant contract. RSM's audit reports on the Company's consolidated financial statements for the fiscal years ended Dec. 31, 2020 or 2019 did not contain an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles except that RSM's audit reports on the consolidated financial statements of Biostage, Inc. and subsidiaries as of and for the years ended Dec. 31, 2020 and 2019, contained an emphasis of matter paragraph related to the Company's ability to continue as a going concern. While the Company has not engaged a new independent accounting firm, it has begun a search process to identify RSM's successor. The Company will disclose its engagement of a new independent accounting firm once the process has been completed as required by SEC rules. About Biostage Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com -- is a biotechnology company developing bioengineered organ implants based on the Company's novel Cellframe and Cellspan technology. The Company's technology is comprised of a biocompatible scaffold that is seeded with the recipient's own cells. The Company believes that this technology may prove to be effective for treating patients across a number of life-threatening medical indications who currently have unmet medical needs. The Company is currently developing its technology to treat life-threatening conditions of the esophagus, bronchus or trachea with the objective of dramatically improving the treatment paradigm for those patients. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets. Biostage reported a net loss of $4.86 million for the year ended Dec. 31, 2020, compared to a net loss of $8.33 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $1.25 million in total assets, $875,000 in total liabilities, and $381,000 in total stockholders' equity. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 13, 2021, citing 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. This raises substantial doubt about the Company's ability to continue as a going concern. BOUCHARD TRANSPORTATION: Sets Bidding Procedures for All Assets --------------------------------------------------------------- Bouchard Transportation Co., Inc., and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets. A hearing on the Motion is set for June 8, 2021, at 3:30 p.m. (CT). Audio communication will be used by the Court's dial-in facility. Parties may access the facility at (832) 917-1510. On Sept. 28, 2020, and Sept. 29, 2020, the Debtors filed these chapter 11 cases in order to effectuate an operational restructuring aimed at maximizing the value of their fleet of 49 vessels. Prior to the Petition Date, the Debtors' operations had ground to a halt and they lacked the liquidity and human capital necessary to perform repairs on their fleet, obtain or reobtain required regulatory and other certifications, and otherwise place vessels back in service. Through the extensive efforts by the Debtors, their employees, and their advisors, the Debtors have taken significant strides towards revitalizing their business and unlocking significant value for their estates. However, in order to propose a feasible, value-maximizing chapter 11 plan, the Debtors must capitalize on the value of their assets (including their fleet of vessels). To that end, the Debtors and their advisors determined, in their business judgment, that exploring a marketing process for potential sales of some or all of the Debtors' assets was in the best interests of the estates. Prior to the Petition Date, the Debtors engaged Jefferies LLC to act as their exclusive investment banker in connection with their contingency planning efforts. The Debtors and their advisors are currently advancing discussions with these parties in an effort to identify the highest or otherwise best bidders amongst them and to improve their bids to the benefit of their estates. As of the date of the Motion, that process remains ongoing. The marketing process and the Bidding Procedures proposed will enable the Debtors to move expeditiously to complete a fulsome marketing process, receive, evaluate, and improve upon bids, execute one or more Stalking Horse Agreements if doing so will maximize the value received for their assets, and hold an Auction (if necessary) to determine the highest or otherwise best bid (or bids). The Debtors intend to use the proceeds of any asset sale to repay outstanding debt obligations and allowed claims, and fund their working capital needs and distributions under their chapter 11 plan. The marketing process and the Bidding Procedures will result in the highest or otherwise best available offer for the assets. To the extent the Debtors move forward with a sale transaction for the assets, the Debtors submit that such transaction will be in the best interest of their estates and their stakeholders. Accordingly, the Debtors respectfully request that the Court grants the relief requested. The Debtors seek entry of the Bidding Procedures Order: a. authorizing and approving bidding procedures by which the Debtors will solicit and select the highest or otherwise best offer for the sale (or sales) of some or all of the Debtors' assets, potentially at an auction, if needed; b. establishing the following dates and deadlines in connection with the Bidding Procedures: 1. Bid Deadline: July 2, 2021, at 5:00 p.m. (CT; and 2. Auction: July 7, 2021, at 10:00 a.m. (CT), as the time and date on which the Debtors will conduct the first day of the Auction, if one is needed, and July 8, 2021, at 10:00 a.m. (CT), as the time and date on which the Debtors will conduct the second day of the Auction, if it is needed; 3. Sale Hearing: July 12, 2021, or as soon thereafter as the Court's calendar permits, as the date for a hearing to approve one or more sales of the Assets; c. authorizing the Debtors in their discretion, after consultation with the Consultation Parties, to (i) select one or more bidders to act as stalking horse bidders and enter into a purchase agreement with such Stalking Horse Bidder and (ii) in connection with any Stalking Horse Agreement, (A) provide a break-up fee, (B) provide other appropriate and customary protections approved by the Court to the extent the Debtors determine that provision of such Bid Protections would be an actual and necessary cost of preserving the value of the Debtors' estates, and/or (C) agree to reimburse reasonable and documented out-of-pocket fees and expenses of the Stalking Horse Bidder; provided that, with respect to any particular Stalking Horse Agreement, the total Bid Protections will not exceed 3% of the cash purchase price contemplated by such Stalking Horse Agreement and any Expense Reimbursement will be subject to a cap to be agreed upon by the Debtors and the applicable Stalking Horse Bidder after consultation with the Consultation Parties; d. approving the form and manner of notice of the Auction and Sale Hearing with respect to the sale or sales of some or all of the Assets free and clear of liens, claims, encumbrances, and other interests; e. approving procedures for the assumption and assignment of certain executory contracts and unexpired leases in connection with any Sale and approving the form and manner of the notice thereof; and f. granting related relief. The Debtors also seek entry of an order or orders, in each case approving their entry into a definitive purchase agreement substantially in the form that will be attached to a given Sale Order. The Debtors will file a proposed form of Sale Order and related Definitive Purchase Agreement in advance of the Sale Hearing. The Debtors propose the following timeline for the Sale: a. Deadline to Designate Stalking Horse Bidders (if any) - June 11, 2021 b. Deadline to Object to Designation of any Stalking Horse Bidder or Grant of Bid Protections - Three business days following service of the applicable Stalking Horse Notice c. Cure Objection Deadline - July 2, 2021, at 4:00 p.m. (CT) d. Qualified Bid Deadline - July 2, 2021, at 5:00 p.m. (CT) e. Auction Day One (if applicable) - The first day of the Auction will be held on July 7, 2021, at 10:00 a.m. (CT) via remote video. f. Auction Day Two (if applicable) The second day of the Auction will be held on July 8, 2021, at 10:00 a.m. (CT) via remote video. g. Sale Objection Deadline - July 9, 2021, at 4:00 p.m. (CT) h. Sale Hearing - July 12, 2021, at TBD (CT) or as soon thereafter as the Court's calendar permits i. Outside Closing Date - July 31, 2021 No later than one business day after selecting a Stalking Horse Bidder, the Debtors will file with the Court and serve the Stalking Horse Notice. Following conclusion of the Auction, if any, and the selection of a Successful Bidder, the Debtors will present the results of the Auction at the Sale Hearing and will seek entry of the Sale Order (or Sale Orders). Each Sale Order will authorize the Debtors to enter into and perform under the applicable Definitive Purchase Agreement and deem the Debtors' selection of the applicable Successful Bid final. The Debtors are also seeking approval of the Assumption and Assignment Procedures set forth below to facilitate the fair and orderly assumption, assumption and assignment, or rejection of certain of their Contracts in connection with any Sale(s). Within three business days after entry of the Bidding Procedures Order, the Debtors will file with the Court and serve the Cure Notice. upon the Contract Counterparties. To implement the foregoing successfully, the Debtors request that the Court enters an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to exclude such relief from the 14-day stay period under Bankruptcy Rule 6004(h). Finally, the Debtors request emergency consideration of the motion because it is essential that the Debtors build on the marketing process that has already been launched in order to capitalize on the interest exhibited by several bidders thus far and maximize value for the Debtors' estates. Additionally, they have a need to propose a feasible, value-maximizing chapter 11 plan and the proceeds of any asset sale will be used to fund distributions under such chapter 11 plan. Absent the relief requested herein, the Debtors’ ability to maximize value will be impaired -- to the detriment of their estates. The Debtors request that the Court approves the relief requested in the motion on an emergency basis by June 8, 2021, to avoid the consequences of this emergency. The other salient terms of the Bidding Procedures are: a. Deposit: 10% of the Purchase Price b. Any Qualified Bidder that has a valid and perfected lien on any assets of the Debtors' estates, including, without limitation, the DIP Lender and Wells Fargo, and the right under applicable non-bankruptcy law to credit bid claims secured by such lien will have the right to credit bid all or a portion of the value of such Secured Creditor's claims within the meaning of, and subject to, section 363(k) of the Bankruptcy Code. c. Purchase Price: Each Bid must clearly set forth the purchase price to be paid, including cash and non-cash components, if any, including any assumption of liabilities. d. Bid Increments: To be determined by the Debtors and announced at the Auction A copy of the Bidding Procedures is available at https://tinyurl.com/a7hw68t8 from PacerMonitor.com free of charge. About Bouchard Transportation Founded in 1918, Bouchard Transportation Co., Inc.'s first cargo was a shipment of coal. By 1931, Bouchard acquired its first oil barge. Over the past 100 years and five generations later, Bouchard has expanded its fleet, which now consists of 25 barges and 26 tugs of various sizes, capacities and capabilities, with services operating in the United States, Canada and the Caribbean. Bouchard and certain of its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 20-34682) on Sept. 28, 2020. At the time of the filing, the Debtors had estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis International LLP and Jackson Walker LLP as their legal counsel; Portage Point Partners, LLC as restructuring advisor; Jefferies LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. Stretto is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Ropes & Gray LLP as bankruptcy counsel, Clyde & Co US LLP as maritime counsel, and Berkeley Research Group LLC as financial advisor. BRIGHT MOUNTAIN: Provides Preliminary Financial Results ------------------------------------------------------- Bright Mountain Media, Inc. announced preliminary unaudited financial results for the year ended Dec. 31, 2020. Preliminary revenues for the year ended Dec. 31, 2020 increased an estimated 130% to approximately $16 million, as compared to revenue of $7.0 million in the previous year. The increase in revenue was primarily due to continued platform growth, including from the acquisition of the Company's publishing division Wild Sky Media. For the full year 2020, preliminary net loss from operations before tax is expected to be in a range between $75-$80 million, primarily driven by non-cash impairment charges of approximately $61 million. "2020 was a year of innovation, revenue growth and expansion of our leading end-to-end digital media and advertising services platform," said Kip Speyer, chairman and chief executive officer of Bright Mountain Media. "Our progress was highlighted by our strategic rollup strategy that drove growth and the potential for long-term shareholder value creation." "Operationally, the end of 2020 saw the ongoing integration of Wild Sky Media post-acquisition that has provided unique synergies and efficiencies. Wild Sky Media's diverse website portfolio and greater than 100 million page views per month is continuing to drive broad growth across a diverse array of demographics. We expect momentum to build in 2021 as the digital advertising landscape rebounds with the anticipated ongoing reopening of the economy." "The year culminated with the appointment two prominent business leaders to our Board of Directors, Pamela J. Parizek and Gretchen M. Tibbits. Gretchen brings with her over 25 years of experience in management, strategy and mergers and acquisitions, and Pamela has over 30 years of experience in strategic advisory, compliance, accounting, and financial reporting. Both are expanding the breadth and depth of our reach in a significant way as we move forward into 2021. "Looking ahead, we are diligently working to file our annual report and continue to seek potential acquisition candidates that fit our highly selective requirements, are accretive, reasonably valued and complementary to our core business. With a robust pipeline, strategic growth initiatives in place, and strong revenue growth, we are well positioned to drive forward our business in 2021 and beyond," concluded Speyer. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics. In addition to its corporate website, the Company owns and/or manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. The Company also owns an ad network which was acquired in September 2017. Bright Mountain reported a net loss of $3.40 million for the year ended Dec. 31, 2019, compared to a net loss of $5.22 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $42.77 million in total assets, $29.92 million in total liabilities, and $12.85 million in total shareholders' equity. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. CBL & ASSOCIATES: Says Shareholders Committee Unnecessary --------------------------------------------------------- CBL & Associates Properties, Inc. asked the U.S. Bankruptcy Court for the Southern District of Texas to deny the motion filed by the company's investor, Matthew Page, to appoint an official committee to represent preferred shareholders in its Chapter 11 case. In court papers, CBL's attorney, Alfredo Perez, Esq., at Weil, Gotshal & Manges LLP, said the investor failed to prove that there is a "substantial likelihood that equity is entitled to a meaningful distribution." Mr. Perez argued the liabilities of CBL and its affiliates exceed their assets as evidenced by the liquidation and valuation analysis filed by the companies. "The liquidation analysis and valuation analysis performed by the debtors' financial advisor and investment banker make clear that strict application of the absolute priority rule would result in no distribution for holders of [equity interests]," the attorney said. Despite the fact that holders of equity interests are not entitled to any recovery by law, CBL has successfully negotiated a comprehensive restructuring with its lenders, unsecured creditors' committee and certain noteholders, which provides maximum recovery for all stakeholders, including holders of equity interests, according to Mr. Perez. Mr. Perez also argued that the interests of the investor as well as all holders of equity interests were adequately represented. "The transactions contemplated in the plan were overseen, evaluated and approved by the full board of directors for CBL. Moreover, the plan embodies a tripartite settlement and is a result of complicated and, at times, contentious negotiations and court-ordered mediation," Mr. Perez said, adding that the settlement provides a meaningful distribution to holders of equity interests, which they would not be entitled to if the company were to adhere strictly to the absolute priority rule. The motion also drew objections from the unsecured creditors' committee and an ad hoc noteholder group. Both argued the company is insolvent and preferred holders are already adequately represented, which make appointment of an additional committee unnecessary. The ad hoc noteholder group is represented by: Marty L. Brimmage, Jr., Esq. Akin Gump Strauss Hauer & Feld, LLP 2300 N. Field St., Suite 1800 Dallas, TX 75201 Phone: (214) 969-2800 Fax: (214) 969-4343 Email: mbrimmage@akingump.com - and - Michael S. Stamer, Esq. Meredith A. Lahaie, Esq. Kevin Zuzolo, Esq. Akin Gump Strauss Hauer & Feld, LLP One Bryant Park New York, NY 10036 Phone: (212) 872-1000 Fax: (212) 872-1002 Email: mstamer@akingump.com mlahaie@akingump.com kzuzolo@akingump.com About CBL & Associates CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Texas Lead Case No. 20-35226). At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. The Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 7 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. McDermott Will & Emery LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. CE ELECTRICAL: Seeks to Hire Lucove Say & Co. as Accountant ----------------------------------------------------------- CE Electrical Contractors, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Lucove, Say & Co. as its accountant. The firm will render these services: (a) review the Debtor's financial status and determine accounting and financial changes, which are appropriate and necessary; (b) assist the Debtor in determining whether post-petition financing is appropriate and help the Debtor obtain such financing; (c) review the Debtor's financial records and assist its legal counsel in determining what avoidance actions, if any, should be brought against insiders and others for the benefit of the estate; (d) prepare tax returns, handle audits and take steps necessary to reduce the estate's liabilities; and (e) render other accounting services that may be necessary during the pendency of the Debtor's Chapter 11 case. The firm received a retainer of $3,500 from the Debtor's principal. Richard Say, a certified public accountant, will provide most of the services. His hourly rate is $300. Don Lucove, a certified public accountant, and Cameron Say, a support staff, will be paid $300 per hour and $125 per hour, respectively. Mr. Say disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard Say, CPA Lucove, Say & Co. 23901 Calabasas Road, Suite 2085 Calabasas, CA 91302-3380 Telephone: (818) 224-4411 Facsimile: (818) 225-7054 Email: RSay@Lucovesay.com About CE Electrical Contractors CE Electrical Contractors, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 21-20211) on March 5, 2021. Paul Calafiore, managing member of CE Electrical Contractors, signed the petition. In the petition, the Debtor disclosed total assets of $1,625,485 and total liabilities of $8,648,831. Judge James J. Tancredi oversees the case. The Debtor tapped The Fox Law Corporation, Inc. as lead bankruptcy counsel, Boatman Law LLC as local bankruptcy counsel, and Lucove, Say & Co. as accountant. CEDAR HAVEN: DIP Financing Termination Date Extended to June 30 --------------------------------------------------------------- Cedar Haven Acquisition, LLC informed the U.S. Bankruptcy Court for the District of Delaware that the termination date under the DIP financing documents is extended to June 30 2021, as agreed upon by the Debtor and Capital Finance, LLC, the lender and agent under the DIP financing. A copy of the notice, together with the letter from Capital Finance documenting the extension, is available at https://bit.ly/3p0FjVO from Stretto, claims agent. Pursuant to the final DIP order entered September 9, 2019, the Debtor, Agent and Lender may amend any provision of the DIP Financing Documents. About Cedar Haven Acquisition Cedar Haven Acquisition, LLC -- https://cedarhaven.healthcare/ -- is a licensed skilled nursing facility located in Lebanon, Pa., that offers professionally supervised nursing care and related medical and health services to persons whose needs are such that they can only be met in a nursing facility on an inpatient basis because of age, illness, disease, injury, convalescence or physical or mental infirmity. It was formed in 2014 through the sale of Cedar Haven Healthcare Center by the Lebanon County Commissioners to Cedar Haven. Cedar Haven Acquisition and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 19-11736) on August 2, 2019. At the time of the filing, Cedar Haven Acquisition estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Christopher S. Sontchi. William E. Chipman Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtors. Stretto is the Debtor's claims agent. Andrew Vara, the acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Aug. 20, 2019. The committee tapped Potter Anderson & Corroon LLP as its legal counsel and Ryniker Consultants LLC as its financial advisor. CENTURY ALUMINUM: Appoints Robert Hoffman as VP, CAO ---------------------------------------------------- Century Aluminum Company appointed Robert Hoffman as vice president and chief accounting officer, effective May 26, 2021. Mr. Hoffman will serve as the principal accounting officer of the Company. Mr. Hoffman has served as the Company's chief information officer since June 2017, and prior to that, served as director of Financial Planning and Analysis with the Company from May 2015 through May 2017, chief accounting officer and controller from October 2013 through April 2015, corporate controller from January 2013 through September 2013 and assistant controller from July 2011 through December 2012. Mr. Hoffman started with the Company as a senior corporate analyst in November 2004 and served in such role through June 2011. Prior to joining the Company, Mr. Hoffman was the accounting manager at The Granite Rock Company from September 2003 through November 2004 and served as a Senior Associate at Mowat Mackie & Anderson LLP from October 2001 through August 2003. Prior to that, Mr. Hoffman was a senior auditor with Deloitte & Touche from January 1997 through October 2001. Mr. Hoffman holds a Bachelor of Science degree in Accounting from Golden Gate University, a Masters of Business in Finance from Saint Mary's College of California and is a Certified Public Accountant (inactive). About Century Aluminum Company Century Aluminum Company -- http://www.centuryaluminum.com-- is a global producer of primary aluminum and operates aluminum reduction facilities, or "smelters," in the United States and Iceland. Century Aluminum reported a net loss of $123.3 million for the year ended Dec. 31, 2020, a net loss of $80.8 million for the year ended Dec. 31, 2019, and a net loss of $66.2 million for the year ended Dec. 31, 2018. As of March 31, 2021, the Company had $1.36 billion in total assets, $364.3 million in total current liabilities, $590.8 million in total noncurrent liabilities, and $408.3 million in total shareholders' equity. CLEANSPARK INC: Finalizes Purchase of ATL Data Center Real Estate ----------------------------------------------------------------- CleanSpark, Inc. had completed the purchase of the six-acre property which houses ATL Data Centers LLC and the 41,387 square foot data center building. As a part of the transaction in December of 2020, CleanSpark acquired the existing Bitcoin mining 'mobile data centers' within the facilities. The Company is in the process of expanding the number of mobile units deployed on-site in support of its focus on maximizing value and minimizing operating expense. A purchase option for the building and site was included in the original lease agreement at closing, and the resulting purchase transaction was finalized May 20, 2021 at a price of $4.71M. Obtaining ownership of the property will save the Company over fifty thousand dollars per month in rent resulting in a reduction of overhead and expenses by more than 20% in our mining segment. The Company will leverage the additional acreage to add renewables on site and to maximize the value of its substantial power purchase agreement. Each of these steps are in support of the Company's disclosed intent to reach carbon neutrality at the facility in 2022, demonstrating what is believed to be the lowest cost/cleanest mix of any American Bitcoin miner operating at scale. CleanSpark President and CEO Zach Bradford said, "Ownership of the real estate at the data center location provides the flexibility for expansion within the massive footprint of the property. The strategy will incorporate the addition of energy storage and renewables to the previously announced new facilities to be completed on site, the future home of CleanBlok." Adding, "We believe that these steps significantly enhance the net-asset-value of the facility, further adding to the benefit to all of our stakeholders." About CleanSpark Headquartered in Bountiful, Utah, CleanSpark, Inc. -- www.cleanspark.com -- is in the business of providing advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. Its services consist of intelligent energy monitoring and controls, microgrid design and engineering and consulting services. Its software allows energy users to obtain resiliency and economic optimization. The Company's software is uniquely capable of enabling a microgrid to be scaled to the user's specific needs and can be widely implemented across commercial, industrial, military and municipal deployment. CleanSpark reported a net loss of $23.35 million for the year ended Sept. 30, 2020, a net loss of $26.12 million for the year ended Sept. 30, 2019, and a net loss of $47.01 million for the year ended Sept. 30, 2018. As of March 31, 2021, the Company had $292.61 million in total assets, $8.89 million in total liabilities, and $283.72 million in total stockholders' equity. CLEARBEACH RESOURCES: Gets CCAA Initial Stay Order -------------------------------------------------- Clearbeach Resources Inc. and Forbes Resources Corp. sought and obtained from the Ontario Superior Court of Justice (Commercial List) an order under the Companies' Creditors Arrangement Act. The initial order appointed MNP as CCAA monitor. The initial order authorized proceedings previously commenced under Part III of the Bankruptcy and Insolvency Act to be continued under the CCAA. Richter Advisory Group was trustee under these BIA proceedings, which had these estate numbers: Clearbeach: 35-2659751 Forbes: 35-2660091 The Companies said they are seeking to transition their existing proposal proceedings into a proceeding under CCAA. The relief sought will prevent the devastating impact of their deemed bankruptcies under the Bankruptcy and Insolvency Act, as amended, permit Clearbeach to better attend to its environmental and stewardship obligations, and provide the stability, time and flexibility necessary for the Companies to canvass their restructuring options. According to Court Documents, due to poor financial performance and liquidity issues caused by commodity prices and significant environmental obligations, the Companies have been unable to satisfy their ordinary course obligations, including those owed to their senior secured creditor, PACE Savings & Credit Union Limited ("Pace"). The Companies noted, in response to an application for the appointment of a receiver brought and later abandoned by Pace, they commenced the proposal proceedings. As a result of the Receivership Proceedings, no proposal was filed in the Proposal Proceedings and the time to do so under the BIA has expired. Absent a transition to a CCAA proceeding, each of Clearbeach and Forbes will be deemed bankrupt, to the detriment of their creditors. The Companies added they have recently completed a settlement with Pace, Oil Patch Services Inc., Jarvis Holdings Inc., Brookwood Resources Inc., 1782767 Ontario Inc., Peter Budd, Lagasco Inc., and Jane Lowrie. Monitor: MNP LTD. Attn: Rob Smith 1 Dundas Street West, Suite 2500 Toronto, ON M5G 1Z3 Email: rob.smith@mnp.ca Counsel for the Monitor: Loopstra Nixon LLP Woodbine Place 135 Queens Plate Drive, Suite 600 Toronto, ON M9W 6V7 Graham Phoenix Tel: (416) 748-4776 Fax: (416) 746-8319 Email: gphoenix@loonix.com Thomas Lambert Tel: (416) 748-5145 Fax: (416) 746-8319 Email: tlambert@loonix.com Lawyers for the Companies: Bennet Jones LLP One First Canadian Place Suite 3400 P. O. Box 130 Toronto, Ontario M5X 1A4 Tel: (416) 863-1200 Fax: (416) 863-1716 Richard Swan Tel: (416) 777-7479 Email: swanr@bennettjones.com Raj Sahni Tel: (416) 777-4804 Email: sahnir@bennettjones.com Joshua Foster Tel: (415) 777-7906 Email: fosterj@bennettjones.com Counsel to Pace Savings & Credit Union Limited: Aird & Berlis LLP Attn: D. Robb English Brookfield Place 181 Bay St. #1800 Toronto, ON M5J 2T9 Tel: (416) 865-4748 Email: renglish@airdberlis.com Further information regarding the CCAA proceedings is available at the Monitor's website: https://mnpdebt.ca/en/corporate/corporate-engagements/clearbeach-resources-inc Copies of the Court materials and other information relating to the NOI Proceedings are available on Richter's websites at https://www.richter.ca/insolvencycase/clearbeach-resources-inc/ and https://www.richter.ca/insolvencycase/forbes-resources-corp. Clearbeach Resources Inc. and Forbes Resources Corp. are privately-owned, affiliated companies operating in Ontario's oil and natural gas sector. COCRYSTAL PHARMA: Sam Lee, James Martin Assume CEO Duties --------------------------------------------------------- Cocrystal Pharma, Inc. announced that Gary Wilcox, Ph.D., Chairman, CEO and co-founder, suddenly passed away Wednesday, May 26 at the age of 74. The Board of Directors and staff of Cocrystal extend their deepest condolences to the Wilcox family and express their gratitude for Gary's contributions to Cocrystal and to human health. The Cocrystal Board of Directors has designated Sam Lee, Ph.D., president, and James Martin, CFO, to share the CEO responsibilities while seeking a successor for the position. Roger Kornberg, Ph.D., Cocrystal co-founder, chief scientist, director and chairman of the Scientific Advisory Board, has been named Chairman of the Board, and Steve Rubin, Director of Cocrystal and its predecessor company since 2008, has been named vice chairman. Cocrystal also announces the appointment of Richard C. Pfenniger, Jr. to the Board of Directors, maintaining membership at five. Mr. Pfenniger brings significant industry knowledge and corporate governance expertise, having served as chief executive officer, chief operating officer, general counsel, director and chairman at multiple healthcare companies. "We are fortunate to have two highly qualified and dedicated executives in Sam and Jim to assume the CEO duties on an interim basis. Our Board has full confidence in a smooth transition and in their ability to advance our antiviral programs into clinical development," said Dr. Kornberg. "We also welcome Richard to our Board. We will call upon his insights regarding many aspects of our business and to provide valuable operational, leadership and management advice to the Board in critical areas." "The Cocrystal team is committed to carrying on Gary's quest to address the growing global need for new antiviral treatments," added Dr. Kornberg. "We will deeply miss Gary. He possessed a rare combination of scientific brilliance, business acumen and personal humility. He was an accomplished leader and earned respect throughout the biotechnology community, having achieved more in his 35 years in the industry than I can list. He brought an entrepreneurial spirit to Cocrystal that has been instrumental in deploying our novel replication technology to advance the discovery and development of antiviral candidates, and he sustained that spirit each and every day." Richard Pfenniger, Jr. Mr. Pfenniger is a private investor who served as interim CEO of Vein Clinics of America, Inc., a privately held company that specializes in the treatment of vein disease, from May 2014 to February 2015 and as Interim CEO of IntegraMed America, Inc., a privately held company that manages outpatient fertility medical centers, from January 2013 to June 2013. He served as chief executive officer and president of Continucare Corporation, a provider of primary care physician and practice management services, from 2003 until 2011, and as Chairman of the Board of Directors of Continucare Corporation from 2002 until 2011. Previously, Mr. Pfenniger served as the chief executive officer and vice chairman of Whitman Education Group, Inc. from 1997 through June 2003. Prior to joining Whitman, he served as the chief operating officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior vice president-Legal Affairs and general counsel of IVAX Corporation. Prior thereto he was engaged in the private practice of law. Mr. Pfenniger currently serves as a director of OPKO Health (Nasdaq: OPK), a multinational biopharmaceutical and diagnostics company, GP Strategies Corporation (NYSE: GPX), a corporate education and training company, and Asensus Surgical, Inc. (NYSE American: ASXC), a medical device company. He also serves as the vice chairman of the Board of Trustees and as a member of the Executive Committee of the Phillip and Patricia Frost Museum of Science in Miami. About Cocrystal Pharma Headquartered in Creek Parkway Bothell, WA, Cocrystal Pharma, Inc. -- http://www.cocrystalpharma.com-- is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication machinery of influenza viruses, hepatitis C viruses, noroviruses, and coronaviruses. Cocrystal Pharma reported a net loss of $9.65 million for the year ended Dec. 31, 2020, compared to a net loss of $48.17 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $54.24 million in total assets, $1.74 million in total liabilities, and $52.50 million in total stockholders' equity. DECK SUPPLY: Seeks to Use SBA, et al.'s Cash Collateral ------------------------------------------------------- Deck Supply Warehouse, LLC asked the Bankruptcy Court to authorize the use of the cash collateral of the United States Small Business Administration and Janet Alexander on an interim basis for the period from the Petition Date through the date of the final hearing on the cash collateral request. The Debtor owed the creditors by virtue of loan agreements each secured by way of a recorded UCC financing statement. The Debtor said it needs to use $182,326 of cash deposited in the prepetition bank accounts and $147,960 of account receivables outstanding as of the Petition Date. The Debtor also needs to be able to sell inventory on hand as of the Petition Date costing $473,239 and to be able to use the sales proceeds from these inventory. As adequate protection of the creditors' interests, the Debtor, pending further Court order, offers continuing first priority lien on postpetition receivables from business operations, to the extent of the present value of each creditor's interest in cash collateral, as well as provide ongoing monthly payments to the creditors. A copy of the motion is available for free at https://bit.ly/34vFteu from PacerMonitor.com. About Deck Supply Warehouse, LLC Deck Supply Warehouse, LLC is wholesaler of premium decking materials. Deck Supply filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 21-10266) on May 27, 2021 in the U.S. Bankruptcy Court for the Northern District of California. In the Petition signed by Jeanette Leavens, managing member, the Debtor disclosed $569,116 in total assets and $1,518,068 in total liabilities as of May 26, 2021. Judge Charles Novack presides over the case. The Law Offices of Brian A. Barboza represents the Debtor as counsel. DUNTOV MOTOR: Gets Court Approval to Use Cash Collateral -------------------------------------------------------- Judge Mark X. Mullin authorized Duntov Motor Company, LLC, to use cash collateral for the sole purpose of maintaining business operations in the ordinary course, pursuant to a stipulation the Debtor reached with UPS Capital Business Credit. UPS asserts a first-priority security interest in the Debtor's accounts, accounts receivable and inventory pursuant to a Security Agreement dated July 17, 2008, and on other of the Debtor's property. The approved stipulation provided that: * the Debtor shall insure UPS's collateral and pay $3,000 in monthly adequate protection to be applied to the Debtor's obligation to UPS on the first day of the month following the entry of current order, and continuing thereafter until the earlier of (1) confirmation of a Chapter 11 Plan in the Debtor's case; (2) entry of an order approving a stipulation providing otherwise; or (3) entry of a Court order ruling otherwise; * the Debtor grants UPS (a) valid and automatically perfected first-priority replacement liens and security interests to the same extent, validity and priority of UPSCBC's prepetition interest in the cash collateral and other collateral, subject to the prepetition and postpetition liens of Dallas County; as well as (b) a super-priority administrative expense claim to the extent of any diminution in value of the collateral as a result of the Debtor's use thereof; and * UPS may upload an Order Terminating the Automatic Stay for itself and Dallas County in the event the Debtor fails to cure a default in full within 15 calendar days after proper notice. A copy of the order is available for free at https://bit.ly/3uxQCpq from PacerMonitor.com. Counsel for UPS Capital Business Credit: Michael P. Menton, Esq. Will G. Bassham, Esq. SETTLEPOU 3333 Lee Parkway, Eighth Floor Dallas, TX 75219 Telephone: (214) 520-3300 Facsimile: (214) 526-4145 Email: mmenton@settlepou.com wbassham@settlepou.com Counsel for Dallas County: Laurie A. Spindler, Esq. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2777 N. Stemmons Fwy, Suite 1000 Dallas, TX 75207 Telephone: (214) 880-0089 Facsimile: (469) 221-5003 Email: Laurie.Spindler@lgbs.com Counsel for the Debtor: John Paul Stanford, Esq. QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Telephone: (214) 871-2100 Facsimile: (214) 871-2111 Email: jstanford@qslwm.com About Duntov Motor Company Duntov Motor Company, LLC sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-40348) on Feb. 20, 2021, listing under $1 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. The Debtor tapped Quilling, Selander, Lownds, Winslett & Moser, PC as legal counsel and Andy D. Plagens, LLC as accountant. Behrooz Vida has been appointed as the Subchapter V Trustee in the Debtor's case. EAS GRACELAND: Wins Access to iBorrow REIT's Cash Collateral ------------------------------------------------------------ Judge M. Ruthie Hagan authorized EAS Graceland, LLC to use cash collateral until June 22, 2021, in order to continue the operation of its business. iBorrow REIT, L.P. asserts a claim against the Debtor for $3,337,831 on account of a prepetition debt, secured by a first priority perfected security interest and liens in the Debtor's collateral, pursuant to a certain Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing. The Debtor shall pay iBorrow $25,600, plus 50% of any amount remaining after payment of items consistent with the interim budget, as adequate protection, which payments shall be applied as provided in the loan documents. The adequate protection payment for May 2021 shall be remitted to iBorrow no later than June 3 and that for June 2021 shall be remitted to iBorrow no later than July 2. The Court also ruled that iBorrow REIT is granted: * a replacement, postpetition security interest in and lien on all of the Debtor's assets of the same type in which iBorrow holds a prepetition lien or security interest to the extent that the Debtor's use of Cash Collateral results in any decrease in the value of the collateral securing iBorrow's claims; and * an allowed claim under Section 507(b) of the Bankruptcy Code to the extent the adequate protection granted to iBorrow proves insufficient. A copy of the order is available for free at https://bit.ly/34pip0W from PacerMonitor.com. The next hearing on the cash collateral request is scheduled for June 22, 2021. Objections are due no later than June 18. About EAS Graceland EAS Graceland, LLC is a Single Asset Real Estate debtor. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20-24484) on Sept. 15, 2020. In the petition signed by Laure Marmontel, manager, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge David S. Kennedy oversees the case. Glankler Brown PLLC serves as Debtor's legal counsel. iBorrow Reit, L.P. is represented by Ryan K. Cochran, Esq. at Waller Lansden Dortch & Davis, LLP. ED'S BEANS: $650K Sale of Substantially All Crazy Mocha Assets OK'd ------------------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Ed's Beans, Inc., doing business as Crazy Mocha, Crazy Mocha Coffee, Crazy Mocha Coffee Co., Kiva Han, Kiva Han Coffee, KH, and KHC, to sell substantially all of the assets used in connection with the operation of nine Crazy Mocha coffee shops to Crazy Mocha, LLC for $650,000. A hearing on the Motion was held on May 26, 2021, at 2:30 p.m. The Objection Deadline was May 17, 2021. The Purchased Assets include certain of the Debtor's assets used in connection with owning and operating the following 10 Crazy Mocha coffee shops: (i) Store #3-Oakland; (ii) Store #4-Carnegie Library; (iii) Store #11-Steel Plaza T-Station; (iv) Store #14-The Pittsburgh Cultural Trust; (v) Store #15-Heritage Valley Sewickley; (vi) Store #16-Heritage Valley Beaver; (vii) Store #17-One Mellon Center; (viii) Store #22-Squirrel Hill; (ix) Store #37-Sewickley; and (x) Store #40-Brighton Rehabilitation Center. The Purchased Assets include but not limited to the following, which are used in connection with owning and operating the Coffee Shops: inventory, supplies, intellectual property, furniture, fixtures, equipment, machinery, unexpired leases and contracts, permits, and goodwill. The sale is free, clear, and divested of any and all liens, claims, and encumbrances. Prior to closing on the sale of the Purchased Assets, the Debtor will continue to maintain the Purchased Assets and conduct the Coffee Shops in substantially the same manner that it has been doing since the Petition Date. The Debtor will use its reasonable best efforts to maintain and preserve intact the current operations related to the Coffee Shops and preserve the rights, goodwill, and relationships with employees, customers, lenders, suppliers, and any others having relationships with the Coffee Shops. Said liens, claims, and encumbrances, to which the Purchased Assets are being sold free, clear and divested of, are divested from the Purchased Assets, and, if any to the extent that are determined to be valid liens, claims, interests, and encumbrances they will transfer and attach to the proceeds of the sale. The Successful Bidder does not and will not assume or otherwise become liable for any debts, obligations, or liabilities of the Debtor, any other person, or entity whatsoever except as set forth in the Sale Order and in the Successful Bidder APA. In the absence of a stay, if the Successful Bidder consummates the sale under the Successful Bidder APA at any time after entry of this Sale Order, then, with respect to the Successful Bidder APA, the Successful Bidder will be entitled to the protection of the Bankruptcy Code Section 363(m) if the Sale order or an authorization contained herein is reversed or modified on appeal. Disbursement of the sale proceeds at closing will be as follows: Purchase Price: $650,000.00 Less: First Commonwealth Bank (1st Lien) ($200,000.00) Aaron Fox Trust (Cure) ($ 33,421.88) Carnegie Library of Pittsburgh (Cure) ($ 3,500.00) Heritage Valley Health System (Cure) ($ 16,176.00) One Village Square (Cure) ($ 42,123.44) Port Authority of Allegheny County (Cure) ($ 13,227.00) Bank of New York Mellon (Cure) ($ 33,372.01) Pittsburgh Cultural Trust (Cure) ($ 39,659.00) University of Pittsburgh ($ 10,253.82) Total ($391,733.15) Balance of funds: $258,266.85 The balance of funds of $258,266.85 will be held in the Debtor's counsel's IOLTA Trust account and will not be disbursed until further order of the Court. All parties rights in and to the balance of the funds being held, including First Commonwealth Bank, are reserved and preserved. Pursuant to W.PA.LBR.6004-1(c)(4), within seven calendar days of the Closing Date, the Debtor will file a report of sale. A copy of the Agreement is available at https://tinyurl.com/4yrunf3z from PacerMonitor.com free of charge. About Ed's Beans Inc. Ed's Beans, Inc., owner of Kiva Han Coffee and Crazy Mocha restaurants, sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 20-22974) on Oct. 19, 2020. The Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Crystal H. Thornton-Illar of Leech Tishman Fuscaldo & Lampl, LLC, is the Debtor's legal counsel. William Krieger was appointed as the Subchapter V Trustee. ELI & ALI: Wins Cash Collateral Access Thru June 11 --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York has authorized Eli & Ali, LLC to, among other things, use the cash collateral of Capital One, National Association, on a consensual basis in accordance with the budget through June 11, 2021. The Debtor requires the use of cash collateral to continue operating its business in the normal course, and preserve the value of the estate for all stakeholders. As of the Petition Date, the Debtor and its affiliates were indebted to CONA in the approximate amount of (a) $561,223.95, plus (b) interest accrued and accruing at the applicable annual contract rate under the Prepetition Financing Documents, plus (c) costs, expenses, fees and other charges and other amounts that would constitute Indebtedness under the Prepetition Financing Documents, including, without limitation, on account of cash management, credit card, depository, investment, hedging and other banking or financial services secured by the Prepetition Financing Documents. The Debtor has acknowledged and stipulated that its cash on hand and cash equivalents -- excluding the proceeds of the Paycheck Protection Program loan funded by TD Bank on February 22, 2021, in a principal balance of $100,000 as of the Petition Date -- constitute proceeds, products and profits of the Prepetition Collateral, and is cash collateral of the Prepetition Lender within the meaning of section 363(a) of the Bankruptcy Code. As adequate protection for the Debtor's use of cash collateral, the Prepetition Lender is granted solely to the extent of any diminution in value of the Prepetition Collateral, valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority postpetition security interests in and liens on all of the Debtor's rights in tangible and intangible assets, including, without limitation, the Prepetition Collateral and all other prepetition and postpetition property of the Debtor's estate and all proceeds, rents, and profits thereof, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (A) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (B) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code. In consideration of the Debtor's continued use of Cash Collateral in accordance with the Budget and/or the Debtor's use, sale, depreciation, or disposition of the Prepetition Collateral, the Prepetition Lender is granted solely to the extent of any diminution in value of the Prepetition Collateral, valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority postpetition security interests in and liens on all of the Debtor's rights in tangible and intangible assets. The Prepetition Lender will also receive (i) a payment of $750 per month, with the first payment due on April 16, 2021, and commencing promptly after the entry of the First Interim Order such that each additional monthly payment will be made no later the seventh day of each of subsequent month, and (ii) all proceeds payable upon a sale or other disposition of Prepetition Collateral and/or Postpetition Collateral, net of funding required to make payments in accordance with the Budget and the payments will be applied by the Prepetition Lender as a permanent reduction of the Prepetition Debt in accordance with the Prepetition Financing Document. The Prepetition Liens and Adequate Protection Liens are all subordinate to a Carve-Out for: (a) any quarterly or other fees payable to the U.S. Trustee pursuant to, inter alia, 28 U.S.C. section 1930(a) or interest, if any, pursuant to 31 U.S.C. section 3717; (b) professional fees of, and costs and expenses incurred during the Budget period by, professionals or professional firms retained by the Debtor and allowed by the Court in an amount not to exceed the actual Allowed Professional Fees accrued and incurred by each such Case Professional through the date of the Termination Event, but in no event exceeding $50,000 in total for the Chapter 11 Case; and (c) any cost and fees of a chapter 7 trustee, should one be appointed if the Chapter 11 Cases are converted in an amount not to exceed the amount of $20,000. These events will constitute a "Termination Event": (a) Entry of an order by the Bankruptcy Court converting or dismissing the Chapter 11 Case; (b) Entry of an order by the Bankruptcy Court appointing a chapter 11 trustee in the Chapter 11 Case; (c) The failure of the Debtor to perform or comply in any material respect with any term or provision of the Interim Order, including without limitation the Budget; provided that any failure to perform or comply with obligations will be deemed material; (d) Entry of an order that stays, reverses, vacates, amends, or rescinds any of the terms of the Interim Order, or order approving the Interim Order, without the consent of the Prepetition Lender; (e) Financing on a pari passu basis with the liens or claims of the Prepetition Lender; (f) Subject to and effective only upon entry of a Final Order, the filing of a motion that seeks to obtain first priority financing that does not pay the Prepetition Lender in full on account of the Prepetition Debt and any postpetition indebtedness, unless the Prepetition Lender otherwise consents to such financing; (g) The Court enters an order authorizing the sale of all or substantially all assets of the Debtor that does not provide for the payment in full to the Prepetition Lender of their claims in cash upon the closing of the sale, unless otherwise agreed by the Prepetition Lender in its sole and absolute discretion; (h) The Court enters the Final Order without (i) providing for any of the specific waivers with respect to "marshaling," "equities of the case," and "surcharge" under section 506(c) of the Bankruptcy Code, or (ii) granting the Prepetition Lender's Adequate Protection Liens; (i) The Debtor ceases operations without the prior written consent of the Prepetition Lender, except to the extent contemplated by the Budget; (j) The entry of an order or judgment by the Court or any other court: (i) modifying, limiting, subordinating, or avoiding the priority of the obligations of the Debtor under this Interim Order, the obligations of the Debtor under the Prepetition Financing Documents, or the perfection, priority, validity or enforceability of the Prepetition Liens or the Adequate Protection Liens, (ii) imposing, surcharging, or assessing against the Prepetition Lender's claims, or the Prepetition Collateral, any costs or expenses, whether pursuant to section 506(c) of the Bankruptcy Code or otherwise, except as expressly contemplated under Paragraph 17 of the Interim Order, or (iii) impairing the Prepetition Lender's right to credit bid under Section 363(k) of the Bankruptcy Code; (k) The occurrence of a material adverse change, including without limitation any such occurrence resulting from the entry of any order of the Court, or otherwise in each case as determined by the Prepetition Lender in its sole and absolute discretion in: (1) the condition (financial or otherwise), operations, assets, business or business prospects of the Debtor; (2) the Debtor's ability to repay the Prepetition Lender; and/or (3) the value of the Collateral; and (l) Any material and/or intentional misrepresentation by the Debtor in the financial reporting or certifications to be provided by the Debtor to the Prepetition Lender under the Prepetition Financing Documents and/or the Interim Order. A copy of the Order is available for free at https://bit.ly/2SKe3i5 from PacerMonitor.com. About Eli & Ali, LLC Eli & Ali, LLC is a merchant wholesaler of farm product raw materials. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40920) on April 7, 2021. In the petition signed by Jeffrey Ornstein, managing member, the Debtor disclosed $270,150 in assets and $1,427,375 in liabilities. Judge Jil Mazer-Marino oversees the case. Heath S. Berger, Esq. at BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP is the Debtor's counsel. EVCO HOMES: Purchasing Fund Buying Austin Property for $1.05M ------------------------------------------------------------- Evco Homes, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property and improvements known as 2302 Euclid Avenue, Unit #1, in Austin, Texas, to Purchasing Fund 2020-1, LLC, for $1.05 million, cash. The real property is subject to a mortgage lien to Housemax Funding, LLC in the estimated remaining balance of $500,000, including post-petition interest and allowable costs. The Debtor has requested a loan payoff from Housemax but has not received anything to date. The Debtor scheduled the real property with a value in the amount of $1.5 million, which included 2302 Euclid Avenue, Unit #2, Austin, TX 78704, which previously sold pursuant to Court Order for the amount of $620,000. The Debtor believes that the proposed sale of Unit #1 to the Buyer for the cash sales price in the amount of $1.05 million represents a fair price for the real property. It has been using its best efforts to sell the real property, which will generate the cash it needs going forward under the terms of its confirmed Plan (Subchapter V). The sale is scheduled to close by June 21, 2021. The Debtor has filed the Motion to Sell in good faith, and such sale is in the best interest of the Debtor and its creditors. The Debtor plans on using the net sales proceeds to assist it with compliance of the terms of its recently confirmed Plan (Dec. 7, 2020). The Order Confirming First Amended Chapter 11 Small Business Subchapter V Plan of Reorganization was entered on Dec. 15, 2020. The Debtor is requesting that the sale of the real property to the Buyer be free and clear of all liens, claims and encumbrances. The existing liens of creditors (ad valorem taxes to Travis County and Housemax) will automatically attach to the sale proceeds based upon their existing pre-petition lien priority and paid in full. The Debtor owes ad valorem taxes (Travis County) up to the date of closing, as well as other normal closing costs (including real estate commissions), all of which are authorized to be paid in full directly from closing, including the allowed secured claim of Housemax. All excess sales proceeds will be forwarded to the Debtor to be deposited into its bank account for future use under the terms of its confirmed Plan. The Debtor is requesting that the deadlines for the Debtor under the terms of its confirmed Plan be extended until 30 days from the date of closing of the sale of the real property. About Evco Homes EVCO Homes LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-51049) on June 1, 2020. The petition was signed by Misha McCauley, the Debtor's managing member. At the time of the filing, Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Ronald B. King oversees the case. Langley & Banack, Inc., is the Debtor's counsel. Guerra Days Law Group, PLLC, as special counsel. EVERGREEN DEVELOPMENT: Amends Minnesota Bank Secured Claim Details ------------------------------------------------------------------ Debtors Evergreen Development Group and The Evergreens of Apple Valley, L.L.P., submitted a First Amended Joint Disclosure Statement describing its Plan of Reorganization on May 27, 2021. The Evergreens of Apple Valley, L.L.P. were merged into Evergreen Development Group in 2015. These facilities and the real estate assets were eventually exchanged in 1041 tax transactions by Business of Evergreen Development Group. The Debtor's current real estate operation is the surviving property the Debtor owns and manages. The Debtor currently operates a single office and retail building leasing space to various companies to generate cash to service the debts. The building is located at 95 10th Ave. South, Waite Park, Minnesota, 56387, and legally described as (the "Property"). The Property is encumbered by a lien held by Minnesota Bank and Trust ("Lender"). The note held by Lender matured and Lender was unwilling to negotiate an extension of the terms of the indebtedness with the Lender. The Debtor and the Lender entered into a series of forbearance agreements to attempt to resolve the impasse. The current pandemic caused a downturn in the Debtor's operation resulting in defaults under the real estate loans with all the Lender and other parties having liens on the Property. Lender as holder of the first mortgage on the Property commenced a foreclosure on the Property in October of 2019. In order to maximize the value of the assets of the Debtor a voluntary chapter 11 case was filed for the Debtor and the filing of the Plan of Reorganization to provide the best return to all creditors. Under the provisions of the Bankruptcy Code, a creditor having a lien or security interest in the assets of the Debtor will have a secured claim only up to the value of the collateral securing the claim. It is anticipated that at the time of confirmation of the Plan, the only secured creditor of the Debtor will be Minnesota Bank and Trust which holds a first priority mortgage on the Debtor's primary asset. The bank is owed $3,978,482.88 as of the Petition Date and the value of the real estate and cash collateral securing that obligation is estimated by the Debtor to have a value of not more than $3,650,000.00. Class 1-A Secured Claims of Minnesota Bank and Trust. The Class 1 A hold a combination mortgage, security agreement and fixture financing statement executed by Borrowers, in favor of Lender. The Lender filed a proof of claim in this case in the amount of $3,978,482.88 as of the Petition Date. The Debtor asserts the Lender is an under secured creditor in this case since the value of the property securing the claim is less than the total amount of the filed Proof of Claim. Lender claims a secured by a first priority lien on the Debtor's primary assets, the Property owned by Debtor and rental proceeds generated by the Debtor's operations. The amount of the secured claim of Class 1-A shall be reduced to $3,650,000. The Class 1-A Secured Claim will be amortized over a 30 year period with interest accruing at the rate of 4.25% per annum and paid in equal monthly installments of $17,9995.01 with payments beginning on the first day of the first full month following the Effective Date of the Plan and on the same date of each month thereafter for 72 consecutive months. The full balance of the Class 1-A Secured Claim will be due in full by payment of a balloon payment on the sixth-year anniversary of the Effective Date of the Plan. The balance of any claim remaining by the Class 1-A creditor will be a general unsecured Class 2-B claim. Class 2-A consists of the claims related to all of the junior lien holders on the Debtors real property, including the claims of Keith A. Franklin, d/b/a Franklin Outdoor Advertising Co., The John Duke Trust, Paul Williams and Vickie Williams, Lisa J. Hadley, Edward H. Fish, Jeremy Christensen, Mark Lehmeier and the unsecured portion of the claim of Minnesota Bank and Trust which is not paid as a Class 1-A creditor in the approximate amount of $190,000.00. The total amount of claims in this class is estimated to be $1,380.000.00. This class is impaired. Holders of Class 2-A claims are entitled to vote to accept or reject the Plan. The claims in this class of creditors shall receive their pro rata share of annual payments of $8,000.00, plus 30% of the net after tax profit from Debtor's operations. Except for the Secured Claim of the Class 1-A creditors, each of the claimants in this class shall release any and all liens or encumbrances on the Property. Except for the Secured Claim of the Lender, each of the creditors in this class shall execute a release of the liens held by such creditor. Class 2-B consists of the General unsecured Convenience Claims. This class consists of the Debtor's trade claims under $2,500.00. This class is impaired. Holders of general unsecured claims Class 2-B claims are entitled to vote to accept or reject the Plan. There is currently 1 claim filed in this Class 2-B in the amount of $48.42. The total amount of filed and unfiled claims does not exceed $10,000.00. The holders will receive 100% of the Allowed Claim on the Effective Date of the Plan. The Class 1-A creditor Minnesota Bank and Trust will be granted a security interest in the New Collateral as additional assets for its claims. The Debtor shall be free to use the New Collateral during the term of the Plan unless there is a default in payments to the Class 1-A creditor. The dividends from the New Collateral will supply ongoing cash flow to the Debtor from the new partners of Gateway LLC and provide additional cash flow to fund any shortfalls in the operations of the reorganized debtor and make the payments due under the Plan, but only to the extent of shortfalls arising from the income generated from the Debtor's operations. All assets, if any, of The Evergreens of Apple Valley, L.L.P. will be transferred to Evergreen Development Group upon confirmation of the Plan. Following the effective date of the Plan Gateway LLC shall manage the Debtor's affairs as the owner of the Debtor. Gateway will receive $1,000.00 per month as a management fee for its services. A full-text copy of the First Amended Joint Disclosure Statement dated May 27, 2021, is available at https://bit.ly/2RS3auT from PacerMonitor.com at no charge. About Evergreen Development Group Evergreen Development Group is a single asset real estate company which owns and leases commercial real estate in Waite Park, Minnesota. Its principal place of business and corporate offices are located at 95 10th Ave. South, Waite Park, Minnesota, 56387. The Debtor merged with The Evergreens of Apple Valley, L.L.P. in 2015. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. D. Minn. Case No. 21-60066) on February 26, 2021. In the petition signed by Robert A. Hopman, general partner, the Debtor disclosed up to $10 million in assets and up to $50,000 in liabilities. FOLEY & MANSFIELD, P.L.L.P., represents the Debtor. FREDDIE MAC: Appoints Michael DeVito as Chief Executive Officer --------------------------------------------------------------- Michael J. DeVito was appointed Freddie Mac's chief executive officer, effective June 1, 2021. He also will become a member of Freddie Mac's Board of Directors (the Board) on June 1, 2021. Mr. DeVito, 56, is a leader in the mortgage and financial services industry with more than 30 years of experience. Mr. DeVito previously served as the executive vice president, Head of Home Lending, at Wells Fargo and Company (Wells Fargo) from 2017 until his retirement in September 2020. In this role, he was responsible for all aspects of Wells Fargo's mortgage and home equity business. Mr. DeVito joined Wells Fargo in 1996 and held several positions at the company, including Head of Home Lending Production from 2015 to 2017, Head of Home Lending Servicing from 2013 to 2015, Head of Default Servicing from 2011 to 2013, Head of Loan Workout from 2009 to 2011, Head of Education Financial Services from 2007 to 2009, and Head of Mortgage Retail Underwriting and Operations from 2004 to 2007. Freddie Mac has entered into a Memorandum Agreement with Mr. DeVito, which provides for his employment as chief executive officer of Freddie Mac. Mr. DeVito's direct compensation as chief executive officer will consist solely of base salary at the rate of $600,000 per year, pro-rated for the period of service in 2021. Mr. DeVito will also be eligible to receive employee benefits. In connection with Mr. DeVito's appointment as Freddie Mac's chief executive officer, he has been offered relocation benefits to reimburse him for his costs associated with relocating to the Washington, DC area. These relocation benefits will be subject to repayment if within two years of receiving benefits Mr. DeVito terminates his employment with Freddie Mac for any reason or Freddie Mac terminates his employment due to the occurrence of forfeiture events relating to material inaccurate information, termination for felony conviction or willful misconduct, gross neglect or gross misconduct, or violation of a post-termination non-competition covenant. Freddie Mac also has entered into a restrictive covenant and confidentiality agreement with Mr. DeVito. In addition, Freddie Mac will enter into an indemnification agreement with Mr. DeVito. Also, on May 26, 2021, Mark B. Grier was re-elected to Freddie Mac's Board, effective June 1, 2021, the effective date of Mr. DeVito's appointment as chief executive officer. Mr. Grier has been a member of the Board since February 2020 and has served as interim chief executive officer since March 2021 while the Board of Directors conducted a search for a permanent chief executive officer. Mr. Grier will cease serving as interim chief executive officer on June 1, 2021 and will serve on the Nominating and Governance Committee and Risk Committee as he did prior to his appointment as interim chief executive officer. About Freddie Mac Federal National Mortgage Association (Freddie Mac) is a GSE chartered by Congress in 1970. The Company's public mission is to provide liquidity, stability, and affordability to the U.S. housing market. Freddie Mac does this primarily by purchasing residential mortgage loans originated by lenders. In most instances, it packages these loans into guaranteed mortgage-related securities, which are sold in the global capital markets and transfer interest-rate and liquidity risks to third-party investors. In addition, the Company transfers mortgage credit risk exposure to third-party investors through its credit risk transfer programs, which include securities- and insurance-based offerings. The Company also invests in mortgage loans and mortgage-related securities. The Company does not originate loans or lend money directly to mortgage borrowers. Since September 2008, Freddie Mac has been operating under conservatorship with FHFA as Conservator. The support provided by Treasury pursuant to the Purchase Agreement enables the company to maintain access to the debt markets and have adequate liquidity to conduct its normal business operations. The amount of funding available to Freddie Mac under the Purchase Agreement was $140.2 billion at March 31, 2021. Due to changes to the terms of the senior preferred stock pursuant to the January 2021 Letter Agreement, the company will not be required to pay a dividend to Treasury until it has built sufficient capital to meet the capital requirements and buffers set forth in the Enterprise Regulatory Capital Framework (ERCF). As a result, the company was not required to pay a dividend to Treasury on the senior preferred stock in March 2021. As the company builds capital during this period, the quarterly increases in its Net Worth Amount have been, and will continue to be, added to the aggregate liquidation preference of the senior preferred stock. The liquidation preference of the senior preferred stock increased to $89.1 billion on March 31, 2021 based on the $2.5 billion increase in the Net Worth Amount during the fourth quarter of 2020, and will increase to $91.4 billion on June 30, 2021 based on the $2.4 billion increase in the Net Worth Amount during the first quarter of 2021. Freddie Mac reported net income of $2.77 billion for the quarter ended March 31, 2021, compared to net income of $2.91 billion for the quarter ended March 31, 2020. As of March 31, 2021, the Company had $2.74 trillion in total assets, $2.72 trillion in total liabilities, and $18.79 billion in total equity. FRESH ACQUISITIONS: Committee Taps Dickinson Wright as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Fresh Acquisitions LLC and Buffets, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Dickinson Wright, PLLC as its legal counsel. The firm's services include: -- assisting the committee in its consultation with the Debtors relative to the Debtors' reorganization or liquidation; -- representing the committee at court hearings and communicating with the committee regarding the issues raised, as well as the decisions of the court; -- assisting the committee in its examination and analysis of the conduct of the Debtors' affairs and the reasons for the Chapter 11 filings; -- reviewing legal papers, statements of operations and bankruptcy schedules filed with the court by the Debtors or third parties, advising the committee as to their propriety, and taking appropriate actions after consultation with the committee; -- assisting the committee in preparing legal papers as well as preparing witnesses and reviewing documents in this regard; -- apprising the court of the committee's analysis of the Debtors' operations; -- conferring with the accountants and any other professionals retained by the committee, if any are selected and approved, so as to advise the committee and the court more fully of the Debtors' operations; -- assisting the committee in its negotiations with the Debtors and other parties-in-interest concerning the terms of any proposed sale or plan of reorganization; -- assisting the committee in evaluating and prosecuting any claims that the Debtors may have against third parties; -- assisting the committee in determining whether to, and if so, how to, sell assets of the Debtors for the highest and best price; and -- assisting the committee in performing such other services as may be in the interest of creditors, including but not limited to, the commencement of, and participation in, appropriate litigation respecting the estate. William Novotny, Esq., and Carolyn Johnsen, Esq., are the principal lawyers who will be representing the committee. Both attorneys will be paid at the rate of $655 per hour. Ms. Johnsen, a partner at Dickinson, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code The firm can be reached through: Carolyn J. Johnsen, Esq. Dickinson Wright, PLLC 1850 N. Central Ave. Suite 1400 Phoenix, AZ 85004 Telephone: (602) 285-5040 Facsimile: (602) 285-5100 Email: cjjohnsen@dickinsonwright.com About Fresh Acquisitions LLC and Buffets LLC Fresh Acquisitions LLC and Buffets, LLC operate independent restaurant brands and are based in San Antonio, Texas. Prior to the COVID-19 pandemic, Fresh Acquisitions and its affiliates were a significant operator of buffet-style restaurants in the United States with approximately 90 stores operating in 27 states. Fresh Acquisitions' concepts include six buffet restaurant chains and a full service steakhouse, operating under the names Furr's Fresh Buffet, Old Country Buffet, Country Buffet, HomeTown Buffet, Ryan's, Fire Mountain, and Tahoe Joe's Famous Steakhouse, respectively. Buffets Holdings, Inc. filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. On Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Texas Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. On April 27, 2017, the court confirmed the Debtors' Second Amended Joint Plan of Reorganization. The effective date of the plan was May 18, 2017. Fresh Acquisitions and 14 affiliates, including Buffets LLC (also known as Ovation Brands) sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 21-30721) on April 20, 2021. Fresh Acquisitions was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Harlin Dewayne Hale is the case judge. In the 2021 cases, the Debtors tapped Gray Reed as bankruptcy counsel, Katten Muchin Rosenman LLP as special counsel, B. Riley Advisory Services as financial advisor, and Hilco Real Estate, LLC as real estate consultant. BMC Group, Inc. is the claims and noticing agent. Arizona Bank & Trust, as creditor, is represented by Patrick A. Clisham, Esq., at Engelman Berger, PC while the Debtors' DIP lender is represented by J. Michael Sutherland, Esq., at Carrington Coleman. On April 30, 2021, the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Dickinson Wright, PLLC and Caliber Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. FRESH ACQUISITIONS: Seeks to Hire Hilco as Real Estate Consultant ----------------------------------------------------------------- Fresh Acquisitions, LLC and Buffets, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hilco Real Estate, LLC as real estate consultant. The firm will render these services: a. meet with the Debtors to ascertain their goals, objectives, and financial parameters; b. mutually agree with the Debtors with respect to a strategic plan for restructuring, assuming, assigning, rejecting or shortening term of their leases; c. negotiate the terms of restructuring and term shortening agreements with the landlords under the leases in accordance with the strategy; d. provide written reports periodically to the Debtors regarding the status of such negotiations; e. assist the Debtors in closing the pertinent lease restructuring and term shortening agreements; and f. provide testimony as needed and requested by the Debtors. The firm will be compensated as follows: a. Hilco shall receive an initial fee of $20,000 under the Buffets agreement and an initial fee of $10,000 under the Fresh Acquisitions agreement. c. For each lease that becomes a restructured lease, Hilco shall earn a fee equal to the "restructured lease savings fee," provided that for any restructured lease that is rejected during a pending Chapter 11 bankruptcy case, fees shall be due or payable with respect to such lease. d. For each lease that becomes a term shortened lease, Hilco shall earn a fee equal to the "term shortened lease fee." The amounts payable on account of a term shortened lease shall be paid in a lump sum upon closing of the transaction that provides the Debtors with an early termination right or has the effect of terminating or otherwise shortening the term of such lease, which may include a transaction subject to entry of an order by the court approving an assignment to any acquiror of applicable leases (or any portion thereof), including through a purchase of the Debtors or a portion of the Debtors' assets to such acquiror, whether through a bankruptcy sale process or otherwise. e. The Debtors have agreed to pay all of Hilco's out-of-pocket expenses. As disclosed in court filings, Hilco is a "disinterested person" as such term is defined in Section 101(14) of the Bankruptcy Code. Hilco can be reached through: Sarah Baker Hilco Real Estate, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel. (847) 504-2462 Email: sbaker@hilcoglobal.com About Fresh Acquisitions LLC and Buffets LLC Fresh Acquisitions LLC and Buffets, LLC operate independent restaurant brands and are based in San Antonio, Texas. Prior to the COVID-19 pandemic, Fresh Acquisitions and its affiliates were a significant operator of buffet-style restaurants in the United States with approximately 90 stores operating in 27 states. Fresh Acquisitions' concepts include six buffet restaurant chains and a full service steakhouse, operating under the names Furr's Fresh Buffet, Old Country Buffet, Country Buffet, HomeTown Buffet, Ryan's, Fire Mountain, and Tahoe Joe's Famous Steakhouse, respectively. Buffets Holdings, Inc. filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. On Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Texas Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. On April 27, 2017, the court confirmed the Debtors' Second Amended Joint Plan of Reorganization. The effective date of the plan was May 18, 2017. Fresh Acquisitions and 14 affiliates, including Buffets LLC (also known as Ovation Brands) sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 21-30721) on April 20, 2021. Fresh Acquisitions was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Harlin Dewayne Hale is the case judge. In the 2021 cases, the Debtors tapped Gray Reed as bankruptcy counsel, Katten Muchin Rosenman LLP as special counsel, B. Riley Advisory Services as financial advisor, and Hilco Real Estate, LLC as real estate consultant. BMC Group, Inc. is the claims and noticing agent. Arizona Bank & Trust, as creditor, is represented by Patrick A. Clisham, Esq., at Engelman Berger, PC while the Debtors' DIP lender is represented by J. Michael Sutherland, Esq., at Carrington Coleman. On April 30, 2021, the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Dickinson Wright, PLLC and Caliber Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. FUELCELL ENERGY: Cynthia Hansen Appointed to Board of Directors --------------------------------------------------------------- FuelCell Energy, Inc.'s Board of Directors has appointed Cynthia Hansen to serve as a new independent director, effective May 25, 2021. Ms. Hansen is currently executive vice president and president, Gas Distribution and Storage at Enbridge, Inc. She is responsible for the overall leadership and operations of Ontario based Enbridge Gas Inc., which followed the amalgamation of Enbridge Gas Distribution and Union Gas, as well as Gazifère, and serves the Gatineau region of Quebec. Ms. Hansen is also executive sponsor for Asset and Work Management Transformation across Enbridge working with other business unit leaders, and co-chair of the Diversity and Inclusion Steering Committee. She brings to the Board extensive experience in hydrogen, hydrogen transportation, and hydrogen energy storage in addition to operating a vast energy distribution network. Ms. Hansen has more than 20 years of experience working in operational, financial and safety leadership roles within Enbridge, including as president, Enbridge Gas Distribution and senior vice president, Operations within Liquids Pipelines. Prior to joining Enbridge, she worked as a Principal for PricewaterhouseCoopers. The new director was named one of Canada's Most Powerful Women: Top 100 by the Women's Executive Network, as well as a WXN Hall of Fame member, and was recognized as a Canadian Business Leader by Catalyst Canada. Ms. Hansen serves on the boards of Energir Inc., the Ontario Energy Association and the Canadian Gas Association. In the past, she has served on the boards of the Canadian Energy Council, the Canadian Energy Pipelines Association, the Alberta Chamber of Resources, the Edmonton Symphony Orchestra, the University of Alberta School of Business Advisory Council and NorQuest College, among others. Ms. Hansen's appointment expands the Board to six directors, five of whom are independent. She will be a member of the Board’s Executive, Nominating and Corporate Governance, Audit and Finance, and Compensation Committees. "Cynthia will contribute both an operational and infrastructure perspective to our board, which is essential as we further our efforts to lead in the energy transition," said James England, Chairman of the Board. "Cynthia is an accomplished leader with over twenty years driving improvements and innovation within Enbridge," said Jason Few, president, chief executive officer and chief commercial officer of FuelCell Energy. "As we continue to drive FuelCell Energy with focus on operational effectiveness, commercial success, and meaningful growth, Cynthia's deep expertise in distributed energy greatly enhances the strategic insight on our board." "In addition, Cynthia's work leading the energy transition for the largest mid-stream company in North America provides the FuelCell Energy Board and management team forward insight on the infrastructure required to leverage our platforms across the energy transition to hydrogen, hydrogen storage, carbon capture, carbon transportation and sequestration and operational excellence." As a non-employee director, Ms. Hansen will be compensated in accordance with the Company's compensation policies for non-employee directors, which are described in the Company's proxy statements filed with the Securities and Exchange Commission. In connection with her election to the Board, Ms. Hansen received a pro-rated annual retainer for service on the Board of $45,833 and pro-rated annual non-chair committee fees of $9,167 for the Audit and Finance Committee and $6,875 for each of the Compensation and Nominating and Corporate Governance Committees. The retainer and fees may be paid in cash or common stock of the Company at the election of Ms. Hansen. About FuelCell Energy Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. -- http://www.fuelcellenergy.com-- is a global developer of environmentally responsible distributed baseload power solutions through its proprietary fuel cell technology. The Company targets large-scale power users with its megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. The Company develops turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. FuelCell Energy reported a net loss attributable to common stockholders of $92.44 million for the year ended Oct. 31, 2020, a net loss attributable to common stockholders of $100.24 million for the year ended Oct. 31, 2019, and a net loss attributable to common stockholders of $62.17 million for the year ended Oct. 31, 2018. As of Jan. 31, 2021, the Company had $552.39 million in total assets, $165.03 million in total liabilities, $59.85 million in redeemable series B preferred stock, and $327.51 million in total stockholders' equity. GATEWAY KENSINGTON: May Use SNB Cash Collateral ----------------------------------------------- Judge Robert D. Drain authorized Gateway Kensington LLC to use cash collateral on an interim basis to pay expenses, pursuant to an approved budget, including real property taxes due, and property and general liability insurance premiums for its property in Bronxville, New York. Sterling National Bank asserts a claim against the Debtor for $14,626,500 in principal amount, secured by liens on the Bronxville Property, and on the proceeds therefrom, pursuant to an assignment of leases and rents. The Debtor's authority to use cash collateral shall terminate immediately upon the earliest to occur of: a. the entry of an order dismissing the bankruptcy case; b. the entry of an order converting the bankruptcy case to a case under Chapter 7; c. the entry of an order appointing a trustee or an examiner with expanded powers with respect to the Debtor's estate or the Bronxville Property; d. the Debtor's failure to cure an event of default; e. entry of an order reversing, vacating, or otherwise amending, supplementing or modifying the current order; or f. entry of an order granting relief from the automatic stay to any creditor (other than SNB) holding or asserting a lien in or against the SNB collateral. As adequate protection to SNB, the Debtor is required to pay SNB an amount equal to interest at the applicable non-default contract rate under the terms of the SNB Loan Documents, beginning June 1, 2021, and on the first day of each subsequent month. Moreover, SNB is granted valid, binding, enforceable, and automatically perfected postpetition liens that are co-extensive with SNB's prepetition liens and security interests in, to the extent such liens and security interests are valid, binding, and enforceable, subject to the Carve-out. The Carve-out consists of (i) United States Trustee fees and interest, (ii) up to $10,000 of the claims of any subsequently appointed Chapter 7 trustee, and (iii) estate causes of action and the proceeds of any recoveries of estate causes of action under Chapter 5 of the Bankruptcy Code. SNB is also allowed a superpriority administrative expense claim to the extent the replacement liens granted do not provide the lender with adequate protection of its interest in the cash collateral. A copy of the order is available for free at https://bit.ly/3vz55D8 from PacerMonitor.com. A final hearing on the Debtor's cash collateral use is set for June 14, 2021 at 10 a.m., via CourtSolutions Telephone Conference. Objections must be filed no later than seven days prior to the hearing date. About Gateway Kensington Gateway Kensington LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22274) on May 14, 2021. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $50 million. Judge Robert D. Drain presides over the case. Kirby Aisner & Curley LLP represents the Debtor as legal counsel. GENESIS PLACE: Occupancy Rate Increased to 61%; Files Amended Plan ------------------------------------------------------------------ Genesis Place, LLC, submitted an Amended Disclosure Statement describing its Plan of Reorganization on May 27, 2021. As of the filing of the Amended Disclosure Statement, the number of rentable units has increased to 118 units. Approximately 91% of the rentable units are presently occupied. As of the date of the filing of the Amended Disclosure Statement, the Debtor has consumed approximately $140,000 of the budget and has completed the renovation of 14 additional units since the construction loan was approved by the Court. The construction budget was based upon estimated costs and materials based on the Debtor's experience in renovating approximately 3,000 units prior to bankruptcy. The Property has been recently appraised for $5,700,000 in an "as is" condition. This is based upon an appraisal dated as of November 12, 2020 preformed by Valbridge Property Advisors. On January 29, 2021, the Court entered an order denying the motion for relief from automatic stay filed by Pangea Mortgage Capital. The Court found that there was equity in the Property in excess of Pangea's debt. At present, the Property has approximately 56 units that remain to be renovated. Of these, 16 units are in a building that suffered a fire prior to Genesis' purchase of the Property. Since acquiring the Property, Genesis has increased the overall occupancy rate to about 60% based on rented units versus total units. As of the filing of the Amended Disclosure, the Property has a total of 118 rentable units. As a result of post-petition financing approved by the Court, Genesis anticipates that it will reach 158 rentable units by June 2021. Class 1 consists of the unpaid balance due to Pangea Capital Mortgage as determined by the Court. Commencing the month following the Effective Date of the Plan, the Debtor shall resume interest-only payments to Pangea in the approximate amount of $14,283.24 pursuant to the modified Promissory Note. This payment is based upon the prepetition claim amount filed by Pangea with interest at 5%. This amount shall be adjusted based on the amount of the allowed secured claim of Pangea, plus post petition interest and fees to the extent allowed, as determined by the Court. As of the filing of this Amended Disclosure Statement, the Debtor has filed an adversary proceeding against Pangea and objected to the claim of Pangea. Any payments made under the Plan pending resolution of the claim objection shall be credited to the allowed amount of Pangea's claim, if any, and the Debtor's rights to recover any overpayments made to Pangea are reserved. Class 8 consists of all allowed General Unsecured Non-Priority Claims. Class 8 claims aggregate approximately $ 270,625.50, without prejudice to the Debtor's right to object to any claim. Allowed Class 8 claims shall receive pro rata monthly distributions commencing 30 days following the Effective Date in the amount of $7,518 per month until such claims have been paid in full. Class 9 consists of the interests of the members of the Debtor. Terry McCool and Michael S. Cruse shall retain their membership interests in the Reorganized Debtor. The Debtor shall make payments to each class of creditors to the extent required under the Plan out of its existing and future cash. As of March 29, 2021, the occupancy rate is 61%. The Debtor's proforma assumes that the Debtor continues to increase its occupancy rate as more rentable units become available. Such assumption is consistent with the Debtor's past performance as it has increased the availability of renovated and rentable apartments. A full-text copy of the Amended Disclosure Statement dated May 27, 2021, is available at https://bit.ly/3uCI5lf from PacerMonitor.com at no charge. Attorneys for Genesis Place: Michael P. Coury Ricky L. Hutchens GLANKLER BROWN, PLLC 6000 Poplar Avenue Suite 400 Memphis, TN 38119 Tel: (901) 576-1886 Fax: (901) 525-2389 E-mail: mcoury@glankler.com About Genesis Place Genesis Place, LLC, classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Genesis Place sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20-24485) on Sept. 15, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge David S. Kennedy oversees the case. The Debtor tapped Glanker Brown, PLLC as legal counsel and Valbridge Property Advisors as valuation consultant and expert appraiser. GREAT AMERICAN: Unsecureds to Get Share of Net Income for 60 Months ------------------------------------------------------------------- Great American Treating, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Disclosure Statement describing a Plan of Reorganization on May 27, 2021. Class 1 consists of the Allowed Secured Claim of Smith County. Smith County has filed a secured claim which includes property taxes against property owned by the Debtor in the amount of $5,982.43 for the 2021 tax year. The claim is secured by a statutory lien against the Debtor's real property. The Allowed Secured Claim shall be paid on or before the later of (a) January 31, 2022 or (b) the Effective Date of the Plan. Interest shall be paid as required by statute. Smith County shall retain its lien against the real property until its Allowed Secured Claim has been paid. This Class is not impaired. Class 2 consists of the Allowed Secured Claim of the Davis Group. Prior to the filing of the bankruptcy petition, the Davis Group obtained a non-recourse judgment against the Debtor which is secured by the Debtor's real property and equipment. The Allowed Secured (Non-Recourse) Claim shall be paid with interest at the rate of 4% per annum, in sixty equal monthly installments beginning thirty days after the Effective Date of the Plan. This Class is impaired. Class 3 consists of the Allowed General Unsecured Claims. The Allowed General Unsecured Claims shall be paid in sixty monthly payments from the Debtor's Net Income from available funds after payment of the Class 2 Claim and annual property taxes, beginning thirty days after the Effective Date of the Plan. General unsecured claims shall be paid on a pro rata basis. This Class is impaired. Class 4 consists of the shareholder interest of Michael Mitchell. Mr. Mitchell shall retain his shareholder interest, subject to the proposed treatment of the Class 1 through Class 3 Allowed Claims, and to the exclusion of any party in interest claiming any interest. This Class is impaired. Secured Creditors in Class 1 and Class 2 shall retain the liens securing their claims to the extent of the Allowed Amount of such claim until such claim is paid under the terms of the Plan at which time the lien shall be released. The Class 2 Creditors shall immediately release their liens upon receipt of payment as provided in the Plan. The Debtor has lease income in the amount of $4,000 per month for the lease of its real property to Industrial Wood Technology, Inc. (the Lessee). Insurance on the real property is provided by the Lessee under the terms of the lease. The Plan is to pay allowed claims from the Debtor's lease income. A full-text copy of the Disclosure Statement dated May 27, 2021, is available at https://bit.ly/3uIqx7g from PacerMonitor.com at no charge. About Great American Treating Great American Treating, Inc.. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Texas Case No. 21-60078) on March 4, 2021, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Patrick Law Offices. HEALTHIER CHOICES: Rights Offering Expiration Date Moved to June 10 ------------------------------------------------------------------- Healthier Choices Management Corp. has extended the expiration date of its Rights Offering from June 3, 2021 to June 10, 2021. HCMC has received reports that some brokers and custodians established internal "cut-off" dates that were earlier than the Expiration Date that their clients did not know about. Many of the Company's international stockholders, as well as some U.S. stockholders, were informed by their brokers and online trading platforms that they were imposing a cutoff date as early as May 28, 2021 to have successfully submitted subscription forms and payments to participate in HCMC's Rights Offering. Consequently, the HCMC Board of Directors has determined to extend the Expiration Date to allow all stockholders, both international and domestic alike, additional time through June 10, 2021 to exercise their subscription rights. The extension of the Rights Offering does not require that the holders of subscription rights who have already subscribed to purchase shares under the Rights Offering take any action. All other terms and conditions of the Rights Offering remain the same as previously announced. Jeffrey Holman, CEO of HCMC, commented, "We have received significant positive feedback regarding the Rights Offering. In addition, we have received a flood of communications in the last 2 days expressing concerns about stockholders having insufficient time to submit their subscription materials due to the short time frames resulting from submission deadlines set by their brokers, trading platforms and custodians. Accordingly, we have concluded to push back the Expiration Date of the Rights Offering to June 10, 2021 to provide all stockholders additional time to participate." The subscription rights are non-transferrable and may only be exercised during the subscription period. The subscription period for the Rights Offering commenced on May 19, 2021. The Company has extended the Expiration Date for the Rights Offering to 5:00 p.m. Eastern Time, on Thursday, June 10, 2021. If exercising subscription rights through a broker, dealer, bank or other nominee, or online platform, rights holders should promptly contact their nominee, or online platform, and submit subscription documents and payment for the rights subscribed for in accordance with the instructions and within the time period provided by such nominee, or online platform. The broker, dealer, bank or other nominee will establish a deadline before June 10, 2021, by which instructions to exercise subscription rights, along with the required subscription payment, must be received. Based upon recent occurrences, stockholders who wish to participate in the Rights Offering are urged to contact their broker or online trading platform as soon as possible to confirm their deadline and also to determine whether the broker will be charging a transaction fee. The Rights Offering is being made pursuant to the Company's effective registration statement on Form S-1 (Reg. No. 333-255356) and the prospectus relating to the Rights Offering on file with the Securities and Exchange Commission. Before you invest, you should read the prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the Rights Offering. About Healthier Choices Headquartered in Hollywood, Florida, Healthier Choices Management Corp. -- http://www.healthiercmc.com-- is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Healthier Choices reported a net loss of $3.72 million for the year ended Dec. 31, 2020, compared to a net loss of $2.80 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $13.99 million in total assets, $5.94 million in total liabilities, and $8.05 million in total stockholders' equity. HOOD LANDSCAPING: $190K Sale of 49-Acre Cook County Land Approved ----------------------------------------------------------------- Judge John T. Laney, III, of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Hood Landscaping Products, Inc.'s sale of its 48.56 acres, more or less, Parcel Numbers 0036 040 and 0036 083 in Cook County, Georgia, to Cook County Land Ventures, L.L.C., for $190,000, as provided for in the April 2, 2021 Real Estate Sales Contract. The sale is free and clear of liens and claims. No lien or claim referred to above will attach to or continue to be a lien or claim against the real estate after the real estate is conveyed by the Debtor. The following will be paid by the Debtor at closing from the sale proceeds as provided for in the Contract: attorney/closing fees to closing attorney Pearce Scott for preparing and recording of Warranty Deed estimated to be $201; real estate transfer tax to Cook County Clerk of the Superior Court estimated to be $190; real estate property taxes to Cook County Tax Commissioner estimated to be $6,550.77; and the balance of the sale proceeds will be paid to FMB on account of its first priority security deed. Since FMB's claim secured by the real estate exceeds the sale price of the real estate, no sale proceeds will be paid to the subordinate lienholders or claimants shown or to any other subordinate lien or claim. About Hood Landscaping Hood Landscaping Products, Inc., a wholesaler of landscaping equipment and supplies in Adel, Georgia., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 19-70644) on June 3, 2019. In the petition signed by CFO Leon Hood, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge John T. Laney III oversees the case. Kelley, Lovett, Blakey & Sanders, P.C., is the Debtor's counsel. HUMANIGEN INC: Asks FDA for Emergency Use of Lenzilumab ------------------------------------------------------- Humanigen, Inc. has submitted an application to the US Food and Drug Administration (FDA) requesting Emergency Use Authorization (EUA) for lenzilumab for the treatment of patients hospitalized with COVID-19. This EUA application follows positive results from the LIVE-AIR Phase 3 clinical trial evaluating the ability of lenzilumab to improve the likelihood of survival without ventilation (SWOV) in newly hospitalized COVID-19 patients. "Filing for EUA in the U.S. is a critical step to making a therapeutic option available for COVID-19," said Cameron Durrant, MD, MBA, chief executive officer, Humanigen. "There is a need for therapies for hospitalized patients who require supplementary oxygen. Treatments can be lifesaving; despite vaccinations, infections and significant breakthrough disease will continue. Lenzilumab, should the FDA grant authorization, can address a critical unmet need for an effective treatment. We are extremely grateful to the investigative team and volunteers in the clinical trial program, as their involvement was vital in delivering this positive Phase 3 study." Lenzilumab achieved the primary endpoint with a 54% relative improvement in the likelihood of SWOV compared to placebo. Lenzilumab also improved the relative likelihood of SWOV by 92% in subjects who received both corticosteroids and remdesivir and resulted in a 3-fold improvement in the likelihood of SWOV in patients with a CRP INSPIREMD INC: Transfers Listing of Warrants to Nasdaq ------------------------------------------------------ InspireMD, Inc.'s warrants, NSPR.WS and NSPR.WSB, currently traded on the NYSE: American, have been approved for listing on The Nasdaq Capital Market. Trading is expected to begin on June 8, 2021, under the symbols NSPRW and NSPRZ on the Nasdaq. About InspireMD Inc. Headquartered in Tel Aviv, Israel, InspireMD -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $10.54 million for the year ended Dec. 31, 2020, compared to a net loss of $10.04 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $48.63 million in total assets, $4.68 million in total liabilities, and $43.95 million in total equity. IRONWOOD FINANCIAL: Seeks to Hire Mitchell McNutt as Counsel ------------------------------------------------------------ Ironwood Financial, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire the law firm of Mitchell, McNutt & Sams, P.A. as its attorney. The firm will advise the Debtor in the administration of its estate, attend hearings, question various witnesses, prepare numerous petitions and orders, determine the priority of creditors, investigate claims and determine the validity of liens, recover assets and perform any and all legal services which may become necessary. The firm has waived its pre-petition claim against the Debtor's estate in the amount of $11,071.02 for previously incurred legal fees. Mitchell McNutt represents no interest adverse to the Debtor, is a "disinterested" party for purposes of 11 U.S.C. Sec. 327, according to court filings. The firm can be reached through: D. Andrew Phillips, Esq. James P. Wilson, Jr., Esq. Rosamond H. Posey, Esq. MITCHELL, MCNUTT & SAMS, P.A. P.O. Box 947 Oxford, MS 38655-0947 Phone: (662) 234-4845 About Ironwood Financial, LLC Ironwood Financial, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 21-10866) on May 3, 2021. In the petition signed by John H. Lewis, manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Jason D. Woodard oversees the case. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC is the Debtor's counsel. JAB OF ROCKLAND: Selling Substantially All Assets for $475K ----------------------------------------------------------- JAB of Rockland, Inc., doing business as David's Bagels, asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the private sale of substantially all assets to Sam Abdalla and Abdalla A. Issa or a corporation to be formed by them for $475,000, free and clear of all claims, liens, interests, and encumbrances. A telephonic hearing on the Motion is set for July 7, 2021, at 10:00 a.m. Objections, if any, must be filed no later than seven business days prior to the date of the hearing. The Debtor is a bagel bakery and delicatessen which operates a retail location under the name of David's Bagels located in New York City, New York. The Debtor is currently a holdover tenant under a non-residential lease with Newton Associate which it was unable to assume within the time frame allowed by the Bankruptcy Code. Notwithstanding the inability to save the lease, the Debtor has remained in possession of the Premises and has been paying regular use and occupancy. The offer to purchase is conditioned upon the Purchaser obtaining a new lease. Negotiations have commenced and the Debtor is hopeful that the Landlord will enter into a lease arrangement with the Purchaser. The Debtor and the Purchasers have negotiated an Asset Purchase Agreement ("APA") and it is believed the Purchasers will be acceptable to the Landlord. Upon information and belief, the Purchasers own two other bagel stores and a bagel bakery which makes them excellent for the location. The total purchase price is $475,000. The down payment of $20,000 had been tendered and will be held in escrow pending the closing. The Purchasers will pay an additional $180,000 at the closing and the balance of $275,000 will be paid over no more than five years with interest at 3.5% per annum by a monthly payment of $5,002.73. The Debtor does not have any secured creditors except for a tax lien of approximately $25,889.49. There are also some priority tax claims aggregating $36,489.68. The Debtor believes the obligations set forth in the tax claims are partially paid and the claims will be reduced. Unsecured creditors aggregate $584,526. There will also be administrative expenses due the undersigned as counsel for the Debtor, the accountant retained by the Debtor, and Pitkofsky LLC, special counsel retained for the sale of the business. While the Debtor had retained a business broker, the listing agreement expired, which the Debtor confirmed with the broker. The broker did not introduce the Purchasers to the Debtor. Accordingly, there is no obligation for commissions to the Broker. By the Motion, the Debtor seeks authority from the Court to sell substantially all its assets to the Purchasers. The only assets excluded from the sale are the proceeds of a prior, pre-petition, sale of another location affiliated with the Debtor located in West Nyack, New York, the office computer, the Debtor's books and records, and all permits and other necessary approvals from all state and local governmental authorities having jurisdiction over the premises and the Business for the operation of the Business. The salient terms of the APA are: a. Seller: The Debtor b. Purchasers: Sam Abdalla and Abdalla A. Issa or a legal entity to be formed by them c. Purchase Price: $475,000 d. Purchased Assets: The chattels and merchandise identified in the equipment list annexed to the APA as Exhibit A contained in the Premises together with all other equipment, existing inventory at the Premises, furniture, fixtures, improvements, leases, and all other rights, titles, goodwill, and interests of the Seller in the name of "David's Bagels" and any variation thereof. e. Conditions to Closing: (i) The sale is conditioned upon obtaining a new lease from the current landlord; (ii) the Purchasers will have due diligence period of up until May 31, 2021; (iii) the Purchasers reserved their right to terminate the contract, for any reason, during the due diligence period; (iv) if requested, the Debtor will provide the Purchaser with post-closing training on business operations for no more than two weeks; the (v) the Seller will retain a Security Interest in the Business and will further accept a collateral assignment of the new lease between the Purchasers and the Landlord and a personal guarantee of the individual Purchasers. Given (a) the substantial marketing of the Debtor's assets, (b) the lack of any other greater written offer to date, (c) the significant purchase price with a substantial 'up-front payment' being offered by the Purchasers, the Debtor believes that the private sale is justified and the best way to maximize value of its assets. It is extremely unlikely that an overbid process will generate higher and better offers for the Debtor's assets and, in fact, is likely to result in a smaller recovery to creditors or jeopardize any recovery at all. For all these reasons, the private sale of the Debtor's assets as requested should therefore be approved. To preserve the value of the Debtor's estate and expedite the closing of the transactions contemplated by the APA prior to the Debtor's assets losing substantially all of their value as described above, it is important that the Debtor be allowed to close the transactions contemplated by the APA as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor requests that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h). A copy of the Notice of Hearing is available at https://tinyurl.com/y5n6ety4 from PacerMonitor.com free of charge. About JAB of Rockland Inc. JAB of Rockland, Inc., which conducts business under the name David's Bagels, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-23153) on June 11, 2019, disclosing under $1 million in both assets and liabilities. Judge Robert D. Drain oversees the case. The Debtor is represented by Elizabeth A. Haas, Esq., PLLC. JDS FOURTH AVENUE: Case Summary & 8 Unsecured Creditors ------------------------------------------------------- Debtor: JDS Fourth Avenue LLC 104 5th Avenue 9th Floor New York, NY 10011 Business Description: JDS Fourth Avenue LLC is engaged in activities related to real estate. Chapter 11 Petition Date: June 1, 2021 Court: United States Bankruptcy Court District of Delaware Case No.: 21-10888 Judge: Hon. Karen B. Owens Debtor's Counsel: Scott D. Cousins, Esq. COUSINS LAW LLC 1521 Concord Pike, Suite 301 Wilmington, DE 19803 Tel: 302-824-7081 E-mail: scott.cousin@cousins-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Stern, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SR7P54Y/JDS_Fourth_Avenue_LLC__debke-21-10888__0001.0.pdf?mcid=tGE4TAMA K&L TRAILER: Bank Has 1st Priority Security Interest, Court Says ---------------------------------------------------------------- Greeneville Federal Bank initiated an adversary proceeding on December 7, 2020, seeking a declaratory judgment that it possesses a first-priority security interest in certain trailers previously held as inventory of GFB's debtor, K&L Sales & Leasing, Inc., notwithstanding Sales' transfer of the trailer-inventory to: -- K&L Trailer Leasing, Inc., a Chapter 11 debtor; -- Kris Fellhoelter, the sole owner of Sales and 50% owner of Leasing; and -- Kris's father, Marvin Fellhoelter, who with Linda Fellhoelter (Kris's mother), owns the remaining 50% of Leasing. GFB said it is entitled to all proceeds (whether from the Sale or from any other sale or lease) arising out of trailers that were transferred by Sales to Leasing, Kris, or Marvin out of the ordinary course. The other defendants are the creditors of Leasing or other transferees of Sales' trailer-inventory who assert a security interest in the transferred inventory and have filed claims in Leasing's Chapter 11 case. GFB filed an Amended Complaint for Adjudication of the Priority of the Security Interest on December 23, 2020. Gary M. Murphey, Leasing's Chapter 11 trustee, filed a Motion for Judgment on the Pleadings. Bankruptcy Judge Suzanne H. Bauknight ruled that, because GFB has properly pleaded that under Tennessee law, it retains a first-priority security interest in collateral initially held as inventory by Sales based on allegations that Sales transferred GFB's collateral to Leasing and others out of the ordinary course, the Chapter 11 Trustee's Motion will be denied. The adversary case is, GREENEVILLE FEDERAL BANK, FSB, Plaintiff, v. KRIS FELLIIOELTER; FIRST BANK; JB&B CAPITAL, LLC; FIRST MIDWEST FINANCE; SERVISFIRST BANK; GARY M. MURPHEY, TRUSTEE; MARVIN FELLIIOELTER, Defendants, Adv. Proc. No. 3:20-ap-3054-SIIB (Bankr. E.D. Tenn.). A copy of the Court's May 19, 2021 Memorandum is available at https://bit.ly/3x287Af from Leagle.com. Counsel to Plaintiff: Jerry W. Laughlin, Esq. LAUGHLIN, NUNNALLY, HOOD & CRUM, PC 100 S Main St. Greeneville, TN 37743 Tel: (423) 639-5183 Counsel to Defendant Gary L. Murphey, Trustee: William L. Norton III, Esq. BRADLEY ARANT BOULT CUMMINGS LLP E-mail: bnorton@bradley.com Roundabout Plaza 1600 Division Street, Ste 700 Nashville, TN 37203 Tel: (615) 252-2397 Fax: (615) 252-6397 Counsel to Defendant FirstBank: Anthony R. Steele, Esq. WINCHESTER, SELLERS, FOSTER & STEELE, PC 800 S. Gay Street Suite 1000 Knoxville, TN 37929 Tel: (865) 637-1980 E-mail: info@wsfs-law.com About K & L Trailer Leasing K&L Trailer Leasing, Inc., a company based in Knoxville, Tenn., filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 20-31620) on June 29, 2020. At the time of the filing, Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Judge Suzanne H. Bauknight oversees the case. Gentry Tipton & McLemore, P.C., is the Debtor's bankruptcy counsel. Gary M. Murphey was appointed as Debtor's Chapter 11 trustee. He is represented by Bradley Arant Boult Cummings. KC EQUIPMENT: Summit Agrees to Increase Monthly Rent to $5K ----------------------------------------------------------- KC Equipment Leasing, LLC, submitted an Amended Disclosure Statement describing Chapter 11 Small Business Plan dated May 27, 2021. The Debtor leases its Property to Summit. On the Petition Date and prior, Summit was obligated to Debtor under a month-to-month lease in the amount of $2,000. As of May 2021, Summit agreed to an increase in the monthly rent to $5,000. On May 25, 2021, Summit entered into an annual lease, with an option to renew annually for four additional years, with monthly payments due to Debtor in the amount of $5,000. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 4 consists of all Allowed General Unsecured Claims, including the unsecured portions of the BBVA Claim and the Ally Claim. Sixty months after the Effective Date, each holder of an Allowed General Unsecured Claim shall be paid $500 on a Pro Rata basis. * Holders of Allowed Equity Interests will contribute new capital of no less than $35,000 after the Confirmation Date but before the Effective Date. Subject to the payment in full of all Allowed Claims in Classes 1-4, the holders of Class 6 Equity Interests shall retain their Equity Interests in the Reorganized Debtor. Payments and distributions under the Plan will be funded by the lease income of the Reorganized Debtor and a capital contribution of $35,000 from the Equity Interest Holders to be contributed prior to the Effective Date. ATK and CG will retain their respective membership interests in the Reorganized Debtor. ATK will continue to serve as Manager of the Reorganized Debtor with power to manage its financial affairs and business operations. A full-text copy of the Amended Disclosure Statement dated May 27, 2021, is available at https://bit.ly/3c8sBza from PacerMonitor.com at no charge. Counsel for Debtors: Matthew K. Broadbent, Esq. VANNOVA LEGAL, PLLC 49 West 9000 South Sandy, Utah 84070 Telephone: (801) 349-1523 Facsimile: (801) 349-1524 Email: Law@VannovaLegal.com About KC Equipment Leasing KC Equipment Leasing, LLC, is a contracting equipment rental company based in Salt Lake City, Utah. KC Equipment Leasing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 20-26065) on Oct. 12, 2020. The petition was signed by Kathleen H. Van Sleen, the Company's manager. At the time of the filing, the Debtor had estimated $100,001 to $500,000 in both assets and liabilities. Vannova Legal, PLLC, is the Debtor's legal counsel. KEITH AND NELL: Gets Court Approval to Hire Expert Witness ---------------------------------------------------------- Keith and Nell, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Robert Aldison, Jr. of Dyson Construction to serve as expert witness in a case it filed against Hills Construction, LLC and Steve Hill. The case is styled as Keith and Nell, LLC v. Hills Construction, LLC and Steve Hill (Case No. 20-01069). Mr. Aldison disclosed in a court filing that he is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Aldison can be reached at: Robert (Certy) E. Aldison, Jr. 2741 Cotton Loop Road Sledge, MS 38670 Phone: 662-541-0283 Email: certyaldison@gmail.com About Keith and Nell LLC Keith and Nell LLC, a company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 20-12454) on July 31, 2020. Raymond Keith Bloodworth, managing member, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $1 million and liabilities of up to $10 million. Judge Jason D. Woodard oversees the case. Gambrell & Associates, PLLC serves as the Debtor's legal counsel. KOPIN CORP: All 5 Proposals Passed at Annual Meeting ---------------------------------------------------- The annual meeting of stockholders of Kopin Corporation was held on May 26, 2021, at which the stockholders: (1) elected John C.C. Fan, Scott Anchin, James K. Brewington, David E. Brook, Morton Collins, Chi Chia Hsieh, and Jill Avery to serve as directors of the Company each for a term expiring at the Company's 2022 Annual Meeting and until their successors are duly elected and qualified; (2) approved a proposal to ratify an amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan from 4,000,000 to 5,500,000; (3) ratified an amendment to the Company's Certificate of Incorporation to increase the number of shares authorized from 120,000,000 to 150,000,000; (4) ratified the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the current fiscal year; (5) approved, on an advisory basis, the compensation of the Company's named executive officers. About Kopin Kopin Corporation -- http://www.kopin.com-- is a developer and provider of innovative display and optical technologies sold as critical components and subassemblies for military, industrial and consumer products. Kopin's technology portfolio includes ultra-small Active Matrix Liquid Crystal displays (AMLCD), Liquid Crystal on Silicon (LCOS) displays and Organic Light Emitting Diode (OLED) displays, a variety of optics, and low-power ASICs. Kopin reported a net loss of $4.53 million for the year ended Dec. 26, 2020, compared to a net loss of $29.37 million for the year ended Dec. 28, 2019. As of Dec. 26, 2020, the Company had $47.55 million in total assets, $16.88 million in total current liabilities, $276,409 in noncurrent contract liabilities and asset retirement obligations, $821,306 in operating lease liabilities, $1.27 million in other long-term liabilities, and $28.29 million in total stockholders' equity. KUTTER GROUP: Wins Cash Collateral Access Thru July 8 ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, has authorized Kutter Group Holdings, LLC, to use cash collateral on a further interim basis, nunc pro tunc to December 23, 2020. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary itemized expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by BankUnited, N.A. This authorization will continue until July 8, 2021 at 1 p.m. The Debtor is directed to timely perform all obligations of a debtor-in-possession required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and the orders of the Court. Each Secured Creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditor. On the 1st day of each month thereafter until further Court order, the Debtor will pay $1,000 per month to its attorney's trust account. These funds are intended as a payment against the administrative claim of the Subchapter V Trustee and will be held in trust by Debtor's counsel until further Court order. A further hearing on the Motion is scheduled for July 8 at 1 p.m. A copy of the order the Debtor's monthly operating budget is available for free at https://bit.ly/3fyQLoA from PacerMonitor.com. The Debtor projects gross revenue of $98,105.90 and total costs of goods sold of $45,941.19. About Kutter Group Holdings, LLC Kutter Group Holdings, LLC owns and operates a pet store. Kutter Group Holdings filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06971) on Dec. 23, 2020. Bartolone Law, PLLC represents the Debtor as counsel. In the petition signed by Mark Kutter, president, the Debtor disclosed up to $50,000 and up to $10 million in liabilities. Judge Karen S. Jennemann oversees the case. Aldo G. Bartolone, Jr., Esq. at BARTOLONE LAW, PLLC is the Debtor's counsel. LIBERTY POWER: Seeks Approval to Hire Stretto as Claims Agent ------------------------------------------------------------- Liberty Power Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Stretto as its official claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Stretto will bill the Debtor no less frequently than monthly. The Debtor agreed to pay out-of-pocket expenses incurred by the firm. Sheryl Betance, senior managing director at Stretto, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sheryl Betance Stretto 410 Exchange Suite 100 Irvine, CA 92602 Tel: (800) 634-7734 / 714.716.1872 Email: sheryl.betance@stretto.com About Liberty Power Established in 2001 and headquartered in Fort Lauderdale, Fla., Liberty Power is one of the largest and longest-tenured owner-operated retail electricity provider in the United States. Liberty Power provides large and small businesses, government agencies and residential customers with competitively-priced electricity, sustainability solutions and exceptional customer service. Liberty Power filed a voluntary petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 21-13797) on April 20, 2021. At the time of the filing, the Debtor disclosed total assets of up to $100 million and total liabilities of up to $500 million. Judge Scott M. Grossman oversees the case. The Debtor tapped Genovese Joblove & Battista, P.A. as legal counsel and Stretto as claims and noticing agent. LITTLE DRUG CO: Files Amended Cash Collateral Motion ---------------------------------------------------- Little Drug Co., Inc. filed with the Bankruptcy Court an amended motion for authority to use cash collateral with an accompanying proposed budget. The Debtor is asking the Bankruptcy Court to authorize interim use of cash collateral, pending final hearing, to pay expenses in connection with maintaining its operations, including paying employees, continuing production of current products, and providing service to its customers. The Debtor's budget provided for $50,346 in total monthly expenses for each of June, July and August 2021. Parties asserting an interest in the Debtor's assets are: (A) Victoria Building Property, Inc., on account of: (1) disputed claims for amounts due under the property lease agreement between the Debtor and Victoria Building; (2) the Promissory Note dated September 13, 2013; and (3) the Promissory Note dated January 22, 2019 for the original principal amount of $69,700. (B) Jerry C. Sapp, Dolores W. Sapp, and Mary Joan Sapp, on account of: (1) a prepetition Promissory Note for $650,000 with the Debtor; and (2) a Hypothecation and Pledge Agreement, dated September 1, 2013, with the Debtor's principals, Justin Sikes and David Sikes, which agreement allegedly secured the $650,000 Note by the Sikes' respective interests in the Debtor. In addition, McKesson Corporation, Letto & Bassuk, and Victoria Building Property each filed UCC-1 Financing Statements to perfect their interests in the Debtor's assets. The Debtor disclosed that its assets -- consisting of fixed assets, checking and savings accounts, accounts receivables and inventory -- are valued at $676,940. The Debtor's average expected post-petition monthly revenue is $219,578. As adequate protection to the secured creditors for the Debtor's use of cash collateral, the Debtor proposed to provide postpetition lien on cash collateral to the same extent and with the same validity and priority as the lien held by Secured Creditors prior to the Petition Date. The Debtor projects that its business can be operated on a profitable basis so that more cash collateral will be generated in the ordinary course of business. A copy of the amended motion is available for free at https://bit.ly/3g2Sbqx from PacerMonitor.com at no charge. The original motion filed was without an attached budget. About Little Drug Co. Little Drug Co., Inc., d/b/a Little Drug Healthmart, d/b/a Little Drug Co., owns and operates a pharmacy, soda fountain, and restaurant in New Smyrna Beach, Florida. On May 20, 2021, the Debtor filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02332). As of the Petition Date, the Debtor estimated between $100,001 and $500,000 in assets and between $500,001 and $1,000,000 in liabilities. Justin Sikes, president, signed the petition. MELISSA YOUNGMAN, P.A. represents the Debtor as counsel. The firm can be reached through: Melissa Youngman, Esq. MELISSA YOUNGMAN, PA 1705 Edgewater Drive P.O. Box 541507 Orlando, FL 32854 Telephone: (407) 374-1372 Email: my@melissayoungman.com LRGHEALTHCARE: Obtains Access to Cash Collateral Thru June 26 ------------------------------------------------------------- Judge Michael A. Fagone authorized HGRL, f/k/a LRGHealthcare, to use cash collateral through the earliest to occur of: (i) a Termination Event; (ii) any order modifying the Debtor's authority to use cash collateral; and (iii) the close of business on June 26, 2021, to pay in the ordinary course of business, expenses pursuant to the budget. The cash collateral consists of all cash on hand as of the Petition Date or cash received since the Petition Date, including all products and proceeds of all collateral and all funds maintained at the Bank of New Hampshire, a New Hampshire Mutual Savings Bank (BONH). Judge Fagone ruled that lender KeyBank National Association, on behalf of itself and the U.S. Department of Housing and Urban Development Federal Housing Administration (HUD), is granted a continuing replacement security interest and lien in (i) all pre-petition collateral of Lender; and (ii) the postpetition property which is of the same nature, kind, and character as the pre-petition collateral, with the same extent, priority and validity as the pre-petition liens, subject to the carve-out. No replacement liens or super priority claims shall attach to or be asserted against the property that are not sold pursuant to a Sale Order. As of the Petition Date, the Debtor owed the Lender and HUD $110,761,260 in aggregate principal amount, plus pre-petition interest, fees, expenses, and other amounts owing under the Prepetition Loan Documents. The obligations under the Prepetition Loan Documents are secured by valid, enforceable, properly perfected, first priority, and unavoidable liens on and security interests encumbering substantially all the Debtor's prepetition assets, excluding the Unencumbered Assets. The Pre-Petition Liens, which are properly perfected by UCC financing statements, attach to all of the Debtor's cash, receipts and revenues. In the event that the adequate protection is insufficient to protect the Lender's security interests from the Debtor's use of cash collateral, the Lender, for itself and on behalf of HUD, is granted superpriority claims for the amount of diminution in value of the prepetition collateral, subject to the carve-out. A copy of the Eighth Interim Order is available for free at https://bit.ly/3c1JRpK from PacerMonitor.com. About LRGHealthcare HGRL, f/k/a LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community-based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on Oct. 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of filing, the Debtor disclosed up to $500 million in both assets and liabilities. On May 5, 2021, the U.S. Bankruptcy Court for the District of New Hampshire entered an order directing that the caption of the Debtor's case be changed from LRGHealthcare to HRGL, in accordance with the corporate name change. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. The U.S. Trustee for Region 1 appointed a committee of unsecured creditors on Oct. 23, 2020. The committee is represented by thelaw firms of Sills Cummis & Gross P.C. and Drummond Woodsum. CBIZ Accounting, Tax and Advisory of New York, LLC serves as the committee's financial advisor. Concord Hospital, the Debtor's DIP lender, is represented by: Robert Lapowsky, Esq. STEVENS & LEE, P.C. 620 Freedom Business Center, Suite 200 King of Prussia, PA 19406 Email: rl@stevenslee.com KeyBank National Association, pre-petition lender, is represented by: Lisa Wolgast, Esq. Jason Watson, Esq. MORRIS, MANNING & MARTIN, LLP 1600 Atlanta Financial Center, 3343 Peachtree Road NE Atlanta, GA 30326 Email: lwolgast@mmmlaw.com jwatson@mmmlaw.com - and - Rue K. Toland, Esq. PRETI FLAHERTY PO Box 1318 Concord, NH 03302-1318 Email: rtoland@preti.com In December 2020, the U.S. Bankruptcy Court, District of New Hampshire issued a final order approving Concord Hospital's acquisition of Lakes Region General Hospital, Franklin Hospital and their ambulatory sites from LRGHealthcare. The healthcare system and its two hospitals were sold to Concord Hospital for $30 million. LRGHEALTHCARE: PBGC Steps Down as Committee Member -------------------------------------------------- Pension Benefit Guaranty Corporation resigned from the official committee of unsecured creditors in the Chapter 11 case of LRGHealthcare, according to a notice filed by the U.S. Trustee for Region 1. The remaining members of the committee are: 1. Boston Scientific Corporation 300 Boston Scientific Way Marlborough, MA 01752 Attn: Janine Karwacki, Manager Telephone: (508) 382-0252 E-mail: Janine.Karwacki@bsci.com 2. Cardinal Health 200, LLC, Cardinal Health 414, LLC 7000 Cardinal Place Dublin, OH 43017 Attn: Michael Anderson, Credit Manager Telephone: (614) 687-5926 E-mail: michael.anderson06@cardinalhealth.com 3. Osseus Fusion Systems, LLC 1931 Greenville Ave., Ste 200 Dallas, TX 75206 Attn: Robert Pace, CEO Telephone: (214) 395-0100 E-mail: rpace@osseus.com 4. Public Service Company of New Hampshire d/b/a Eversource Energy 107 Selden Street Berlin, CT 06037 Attn: Honor S. Heath, Esq. Telephone: (860) 665-4865 E-mail: honor.heath@eversource.com About LRGHealthcare LRGHealthcare -- www.lrgh.org -- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community-based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on Oct. 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as legal counsel; Baker Newman Noyes as accountant; and Deloitte Transactions and Business Analytics, LLP and Kaufman, Hall & Associates, LLC as financial advisors. Epiq Corporate Restructuring, LLC is the claims, noticing, solicitation, and administrative agent. The U.S. Trustee for Region 1 appointed a committee of unsecured creditors on Oct. 23, 2020. The committee is represented by thelaw firms of Sills Cummis & Gross P.C. and Drummond Woodsum. CBIZ Accounting, Tax and Advisory of New York, LLC serves as the committee's financial advisor. In December 2020, the U.S. Bankruptcy Court, District of New Hampshire issued a final order approving Concord Hospital's acquisition of Lakes Region General Hospital, Franklin Hospital and their ambulatory sites from LRGHealthcare. The healthcare system and its two hospitals were sold to Concord Hospital for $30 million. LUCKY STAR-DEER: Bank Says Disclosures Not Specific --------------------------------------------------- Bank of America, N.A., a creditor of debtor Queen Elizabeth Realty Corp., submitted an objection to the proposed Disclosure Statement for the Chapter 11 Plan proposed by the Debtor. The Bank points out that in the Disclosure Statement, the Debtor repeatedly describes how "[r]ecoveries projected in the Plan shall be from the Debtor's refinance of the real property" and that the Plan "provides for the refinance of the Debtor's interest in the real property." However, the Debtor does not include any specific information about the proposed refinance of the real property, no commitment letters from prospective buyers/lending institutions, not even any term sheets or letters of intent. The Bank further points out that in summarizing the Plan, the Disclosure Statement includes a description of the four classes of claims, with the Bank's claim included in Class 1 Secured Claim of Bank of America. The Debtor asserts that the Bank "shall be paid in full its allowed claim as determined by the Bankruptcy Court upon the Debtor's refinance..." but as noted above, does not provide any additional information about the refinance, including documentation confirming that the alleged refinancing will generate sufficient cash proceeds to pay the Bank's secured claim in full. The Bank asserts that the Debtor designates Class 3 Allowed General Unsecured Claims as "impaired under the Plan" yet proposes to pay the Allowed General Unsecured Claims in full, so that "equity may retain its interest." Again, the Debtor provides no explanation as to how a "paid in full" class of claims will be "impaired under the Plan" and entitled to vote on confirmation of the Plan, and no information as to the source or timing of such payments. Attorneys for Bank of America, N.A.: Timothy R. Wheeler WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP 150 East 42nd Street New York, New York 10017-5639 Tel: (212) 490-3000 Fax: (212) 490-3038 About Lucky Star-Deer Park Lucky Star-Deer Park, LLC, is a single asset real estate as defined in 11 U.S.C. Sec. 101(51B). The company is based in Flushing, N.Y. Lucky Star-Deer Park and affiliates, Flushing Landmark Realty LLC and Victoria Towers Development Corp., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 20-73301, 20-73302 and 20-73303) on Oct. 30, 2020. On Nov. 3, 2020, another affiliate, Queen Elizabeth Realty Corp., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73327). Judge Robert E. Grossman oversees the cases, which are jointly administered under Case No. 20-73301. At the time of the filing, Lucky Star-Deer Park was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. The Debtors tapped Rosen & Kantrow PLLC as their bankruptcy counsel, Certilman Balin as special counsel, Joseph A. Broderick P.C. as accountant, and Miu & Co. as audit consultant. LUCKY STAR-DEER: Creditor Says Plans Patently Unconfirmable ----------------------------------------------------------- Secured creditor 41-60 Main Street LLC submitted an objection to the Disclosure Statement for Lucky Star-Deer Park, LLC's Chapter 11 Plan. It says that the Plans proposed by property debtors Lucky Star-Deer Park, LLC, Flushing Landmark Realty LLC and Victoria Towers Development Corp. are not confirmable. Secured Creditor points out that the disclosure statements should not be approved because the Plans are patently unconfirmable: * As the Plans are presently written, the Secured Creditor does not support the Plans and intends on voting to reject them. Given that the Plans are predicated on a consensual settlement with the Secured Creditor and such settlement has not yet been reached, the Plans are unconfirmable. With the Secured Creditor's opposition to the Plans, As such, the Secured Creditor's class in each of the Plans will reject the Plans. In such circumstances, the Plans cannot satisfy 1129(b) of the Bankruptcy Code. * Under the Plans, the Secured Creditors will not retain their liens on the Property Debtors' property, will not receive cash payments totally the allowed amount of its claim, will not be allowed to credit bid the full amount of its claim, and will not realize the indubitable equivalent of its claim. Accordingly, the Plans cannot satisfy the cram down requirements of Section 1129(b) and is, therefore, patently unconfirmable. As such, the Disclosure Statement in its present form should not be approved. The Secured Creditor further points out that aside from unresolved terms in the settlement with the secured creditor, the disclosure statements are vague and confusing and must be clarified. The Disclosure Statements are inaccurate in that they describe a settlement with the Secured Creditor that has not yet been reached. For this reason alone, the Disclosure Statements cannot be approved. In addition, the description of the settlement between the Secured Creditor and the Debtors in the Disclosure Statements is confusing and vague, lacking precision, as is the terms of the Plans that implement the settlement. Aside from the open terms in the settlement that have yet to be resolved, the Secured Creditor has provided the Debtor with certain proposed changes to clarify and add precision to the Disclosure Statements and the Plans, to which the Property Debtors have agreed to incorporate (subject to the resolution of the open terms). At present, however, the Disclosure Statements and the Plans on the docket in these cases do not reflect such changes. Attorneys for 41-60 Main Street LLC: Jerold C. Feuerstein, Esq. Daniel N. Zinman, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, NY 10017 Tel: (212) 661-2900 Fax: (212) 661-9397 About Lucky Star-Deer Park Lucky Star-Deer Park, LLC, is a single asset real estate as defined in 11 U.S.C. Section 101(51B). The company is based in Flushing, N.Y. Lucky Star-Deer Park and affiliates, Flushing Landmark Realty LLC and Victoria Towers Development Corp., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 20-73301, 20-73302 and 20-73303) on Oct. 30, 2020. On Nov. 3, 2020, another affiliate, Queen Elizabeth Realty Corp., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73327). Judge Robert E. Grossman oversees the cases, which are jointly administered under Case No. 20-73301. At the time of the filing, Lucky Star-Deer Park was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. The Debtors tapped Rosen & Kantrow PLLC as their bankruptcy counsel, Certilman Balin as special counsel, Joseph A. Broderick P.C. as accountant, and Miu & Co. as audit consultant. MALLINCKRODT PLC: June 28 Administrative Claims Filing Deadline Set ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set June 28, 2021, at 5:00 p.m. (Prevailing Eastern Time) as an initial deadline for each person and entity to file administrative claims against Mallinckrodt PLC and its debtor-affiliates. Each proof of administrative claim must be filed, including supporting documentation, so that the Debtors' notice and claims agent, Prime Clerk LLC, actually receives the claim before the deadline either (i) electronically using the interface available on Prime Clerk's website at https://restructuring.primeclerk.com/Mallinckrodt or (ii) via U.S. mail or other hand-delivery system, which proof of administrative claim must include an original signature, at: a) if by first class mail: Mallinckrodt PLC Claims Processing Center c/o Prime Clerk LLC Grand Central Station PO Box 4850 New York, Y 10163-4850 b) if by overnight courier or hand delivery: Mallinckrodt PLC Claims Processing Center c/o Prime Clerk LLC 850 3rd Avenue, Suite 412 Brooklyn, NY 11232 Further information, contact the Debtors' restructuring hotline at (877) 467-1570 (toll free) or (347) 817-4093 (local/international); and visiting the Debtors' restructuring website at https://restructuring.primeclerk.com/Mallinckrodt. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC, is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MARRONE BIO: All Three Proposals Passed at Annual Meeting --------------------------------------------------------- Marrone Bio Innovations, Inc. held its Annual Meeting (virtual) on May 26, 2021, at which the stockholders: (a) elected Keith McGovern and Stuart Woolf to serve as a Class II directors for a three-year term, ending at the time of the 2024 Annual Meeting of Stockholders (or until a successor is duly elected and qualified) pursuant to the Company's Bylaws and the applicable laws of the State of Delaware; (b) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021; and (c) approved an amendment to the Company's Certificate of Incorporation to permit the Company's board of directors to effect a reverse stock split of its outstanding common stock at a ratio of not less than 1:5 and not more than 1:15, which exact ratio will be selected at the discretion of the Company's board of directors, and provided that its board of directors may abandon the reverse stock split in its sole discretion. About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's portfolio of 15 products helps customers operate more sustainably while increasing their return on investment. The company's commercial products are sold globally and supported by a robust portfolio of over 500 issued and pending patents. Its agricultural end markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. The company's research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, sustainable solutions in agriculture. Marrone Bio reported a net loss of $20.17 million for the year ended Dec. 31, 2020, compared to a net loss of $37.17 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $86.46 million in total assets, $51.11 million in total liabilities, and $35.35 million in total stockholders' equity. MAUNESHA RIVER: Seeks Cash Collateral Access -------------------------------------------- Maunesha River Dairy, LLC asks the U.S. Bankruptcy Court for the Western District of Wisconsin for authority to use cash collateral and provide adequate protection to BMO Harris Bank, N.A., Farmers and Merchants Union Bank, and Agri-Max Financial Services, LP. The Debtor requires the use of cash collateral for reasonable and necessary costs of operating Maunesha's dairy farm, including paying wages, rent, utilities, farming expenses, including the continued purchase of replacement heifers, providing BMO, FMUB and AGRI-MAX adequate protection (BMO and FMUB will receive interest-only payments based upon the principal balance owed to each and AGRI-MAX will receive contractual payments), and professional fees and other administrative costs of the case. Maunesha is indebted to BMO. Maunesha believes BMO has a perfected and first priority security interest in substantially all of the Maunesha's personal property, including without limitation all farm products, including crops (except those subject to production-money financing to the extent of the balance owed), livestock, inventory, equipment (except items subject to purchase money financing to the extent of the balances owed), tools, documents, general intangibles, accounts, rights to payments, deposit accounts, contract rights, fixtures, and all products and proceeds of the foregoing. BMO also has a junior security interest in real estate owned by Dennis E. Ballweg that Mauensha leases on a triple-net lease. BMO filed a UCC Financing Statement with the Wisconsin Department of Financial Institutions on July 13, 2010, as Filing No. 100008553728, which has been timely continued, and multiple other financing statements related to the BMO Collateral. As of the Petition Date, Maunesha's obligation to BMO consists of three notes in the estimated total principal balance of $4,293,405 consisting of: -- Loan # 005 in the approximate amount of $2,198,088; -- Loan # 510 in the approximate amount of $1,281,279; and -- Loan # 002 in the approximate amount of $1,000,000. Pursuant to the Budget, BMO will receive interest-only payments based upon the balance owed. Maunesha is also indebted to FMUB. FMUB has a perfected and first priority security interest in real estate owned by Dennis E. Ballweg that Mauensha leases on a triple-net lease. FMUB also has specific UCC filings on crops except those subject to production-money financing to the extent of the balance owed), feed, and accounts, including milk and proceeds of milk. FMUB filed a UCC Financing Statement with the Wisconsin Department of Financial Institutions on July 9, 2010 as Filing No. 100008387935, which has been timely continued, and multiple other financing statements related to the FMUB Collateral. As of the Petition Date, Maunesha's obligation to FMUB consists of six notes in the estimated total principal balance of $5,044,360 consisting of: -- Loan # 558 in the approximate amount of $1,643,085; -- Loan # 564 in the approximate amount of $782,233; -- Loan # 732 in the approximate amount of $1,313,763; -- Loan # 6038 in the approximate amount of $802,640; -- Loan # 4958 in the approximate amount of $326,169; and -- Loan # 7058 in the approximate amount of $176,470. Pursuant to the Budget, FMUB will receive interest-only payments based upon the balance owed. Maunesha is indebted to AGRI-MAX for the purchase of implements including milk parlor equipment and accessories. AGRI-MAX has a purchase-money security interest in the specific equipment financed, as well as a general business security interest in all of Maunesha's personal property assets, including machinery, equipment (except items subject to purchase-money financing to the extent of the balances owed), farm products, crops (except those subject to production-money financing to the extent of the balance owed), livestock, supplies, inventory and fixtures together with all products and proceeds of the foregoing. AGRI-MAX has a first position security interest in the milking parlor equipment and accessories, but an interest junior to BMO and FMUB in the remaining collateral. AGRI-MAX filed a UCC Financing Statement with the Wisconsin Department of Financial Institutions on October 26, 2020 as Filing No. 20201026000261-2 and 2020102000260-3. As of the Petition Date, Maunesha's obligation to AGRI-MAX consists of one note in the estimated principal balance of $150,000. Pursuant to the Budget, Maunesha will continue paying AGRI-MAX per its contract. Maunesha believes the full contractual payments to AGRIMAX also serve as adequate protection for BMO and FMUB as the parlor equipment is actively and regularly used and is necessary for Maunesha to produce milk and earn revenue, and because BMO has junior liens in the equipment. Maunesha is also indebted to the Small Business Administration. The SBA has a perfected and second priority security interest in 80 acres of real estate owned by Dennis Ballweg that Mauensha leases on a triple-net lease. The 80 acres includes the dairy facility. SBA also has a perfected security interest in the lease between Dennis Ballweg and Maunesha (UCC Filing No. 110007161419, which has been timely continued). As of the Petition Date, Maunesha's obligation to SBA consists of one note in the estimated principal balance of $641,500. Pursuant to the Budget, SBA will receive interest-only payments based upon the balance owed. Maunesha believes the payments to SBA also serve as adequate protection for BMO and FMUB as the Dairy Facility is absolutely necessary for Maunesha's continued operations. FMUB has a priority lien on the Dairy Facility, and BMO is in third position. Maunesha is also indebted to PHI Financial Services, Inc. for the purchase of seeds. Maunesha entered into a deferred payment loan agreement in which it granted PHI a security interest in, among other things, all of its crop and all proceed therefrom. Maunesha took possession of the seeds on May 21, 2021. PHI has not yet perfected its lien, but pursuant to Wis. Chapter 409, PHI may still do so to retain its priority position. Once timely perfected, PHI will have a production-money security interest, giving it a first position lien in the crops. As of the Petition Date, Maunesha's obligation to PHI consists of one note in the estimated principal balance of $50,000, but the balance is not due until December 2021, so the Budget and the Motion do not include payments to PHI. Maunesha is indebted to CNH Industrial Capital America, LLC for the purchase of a CASEIH 280 Magnum Tractor ZGRF02587 and Case IH 330 34 Foot Turbo JFH0042659, who has a perfected purchase-money security interest in each on file (UCC Filing Nos. 160011611919 and 180015809326). Pursuant to the Budget, Maunesha will continue paying CNH payments due under its contracts. Maunesha believes the full contractual payments to CNH also serve as adequate protection for BMO and FMUB as equipment is actively and regularly used by Maunesha in its operations, and because BMO has junior liens in the equipment. Maunesha is indebted to Caterpillar Financial Services Corporation for the purchase of a 242D Skid Steer Loader S/N: HSX00638, who has a perfected purchase-money security interest on file (UCC Filing No. 20191011000555-0). However, no payments are due to CAT until October 2021, so the Budget and Motion do not include payments to CAT. As adequate protection for the use of cash collateral, the Debtor proposes to provide BMO, FMUB and AGRI-MAX which includes replacement liens in post-petition collateral, to the extent they each have a perfected pre-Petition lien; payment of interest-only payments on BMO's and FMUB's secured claim based upon the principal balances due; maintenance of insurance on the Collateral; and payment of any taxes which may become liens on the Collateral. The Order will further propose payment to AGRI-MAX, Ag-Direct and CNH pursuant to the terms of their respective contracts as adequate protection and as additional adequate protection for BMO and/or FMUB. A copy of the motion is available at https://bit.ly/3fAxMKf from PacerMonitor.com. About Maunesha River Dairy, LLC Maunesha River Dairy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case. No. 21-11157) on May 27, 2021. In the petition signed by Dennis E. Ballweg, the member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Jane F. Zimmerman, Esq., at Murphy Desmond S.C. is the Debtor's counsel. MBM SAND: Okayed to Engage in Mining Prior to Sale -------------------------------------------------- Judge Eduardo Rodriguez on May 26, 2021, entered an order confirming MBM Sand Company, LLC's Fourth Modification (Post-Confirmation-Pre-Consummation) to the Amended Combined Disclosure Statement and Plan of Reorganization, as Modified. On Feb. 18, 2021, the Debtor filed an Amended Combined Disclosure Statement and Plan of Reorganization. On April 27, 2021, the Court entered the Confirmation Order. On May 11, 2021, the Debtor subsequently filed a Fourth Modification to the DS/Plan. The Confirmed Plan as Modified provided for a sale of the Real Property owned by the Debtor. The Fourth Modification seeks approval of Debtor's business plan to engage, either directly or through a contractor, in mining operations prior to the sale of the Debtor's Real Property. Said plan of operations is of great benefit to the Debtor and its creditors, in that it will provide substantial monthly revenue, at least $25,000 per month, which revenues will then be used to pay administrative, secured and unsecured creditors in accordance with the classification and distribution provisions of the Confirmed Plan as Modified. The Court conducted a hearing on the Fourth Modification on May 17, 2021, and heard evidence, testimony and arguments presented by the Debtor, Skilled International, LLC, and others. The Court finds and concludes that it is within the exercise of good business judgment that Debtor's management seeks approval of the Fourth Modification, and that approval of the Fourth Modification is in the best interests of the Debtor and its creditors. According to the Order, any operations of the Debtor and Its contractor, including JF Excavation & Materials, LLC ("JF"), pursuant to the Fourth Modification, shall be for the excavation of "overburden" on the Debtor's Real Property; provided, however, that the Debtor and JF shall not interfere with Skilled International, Inc. ("Skilled") use and occupancy of the Real Property pursuant to the terms of the Lease Agreement dated November 13, 2019, between Rohini Enterprises, Inc. and Skilled including, but not limited to, Skilled's mining operations, if any. Skilled shall not interfere with the excavation and sale of overburn by the Debtor/JF; provided, however, that JF shall provide Skilled with proof that it has obtained all necessary permits from local, state and federal governmental agencies before it attempts to commence work on the Real Property. Likewise, Skilled shall provide Debtor with proof that it has obtained all necessary permits from local, state and federal governmental agencies before it attempts to commence work on the Real Property. The Debtor/JF and Skilled will cooperate in sharing ingress and egress from the Real Property, but only to the extent it does not interfere with Skilled's use, occupancy, and mining operations on the Real Property. About MBM Sand Company MBM Sand Company, LLC, which is primarily engaged in a sand mining business, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-32883) on June 1, 2020. At the time of the filing, the Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Eduardo V. Rodriguez oversees the case. The Debtor has tapped Pendergraft & Simon LLP, led by Leonard Simon, Esq., as its legal counsel. MICROVISION INC: All 4 Proposals Passed at Annual Meeting --------------------------------------------------------- The annual meeting of stockholders of Microvision, Inc. was held on May 26, 2021, at which the stockholders: (a) elected Simon Biddiscombe, Robert P. Carlile, Judith Curran, Seval Oz, Sumit Sharma, Mark Spitzer, and Brian Turner as directors; (b) approved the Amendment to 2020 MicroVision, Inc. Incentive Plan; (c) ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021; (d) approved, on an advisory basis, the compensation of the Company's named executive officers. About MicroVision MicroVision -- http://www.microvision.com-- is a pioneering company in MEMS based laser beam scanning technology that integrates MEMS, lasers, optics, hardware, algorithms and machine learning software into its proprietary technology to address existing and emerging markets. The Company's integrated approach uses its proprietary technology to provide solutions for automotive lidar sensors, augmented reality micro-display engines, interactive display modules and consumer lidar modules. MicroVision reported a net loss of $13.63 million for the year ended Dec. 31, 2020, compared to a net loss of $26.48 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $79.61 million in total assets, $11.65 million in total liabilities, and $67.96 million in total shareholders' equity. MIDTOWN CAMPUS: Seeks Cash Collateral Access Thru July 31 --------------------------------------------------------- Midtown Campus Properties, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use the cash collateral of Best Meridian International Insurance Company, the Senior DIP Lender, and the U.S. Bank, as indenture trustee and Prepetition Lender, on a further interim basis through July 31, 2021, in accordance with the budget and provide adequate protection to the Lenders. The Debtor is party to a Loan Agreement with Florida Development Finance Corporation dated January 31, 2019. Amounts due and owing under the Loan Agreement are payable to U.S. Bank, as the indenture trustee under the Trust Indenture dated January 31, 2019, between U.S. Bank and the Issuer. Florida Development Finance issued Student Housing Revenue Bonds in the aggregate amount of $77,820,000 to finance and/or refinance the Debtor's student housing project in Gainesville, Florida. The Debtor's obligations under the Bonds, the Loan Agreement, and the Indenture are secured by the Leasehold Mortgage, Assignment of Leases, Security Agreement and Fixture Filing dated as of January 1, 2019, given by the Debtor, as mortgagor, to U.S. Bank, as mortgagee, whereby the U.S. Bank asserts that it holds a valid, enforceable, binding, non-avoidable and perfected lien on assets of the Debtor as described in the Prepetition Loan Documents, which Prepetition Liens the U.S. Bank asserts are senior to all claims and interests in the Prepetition Collateral, and junior only to the DIP Priming Liens granted under the Priming DIP Order and the Junior DIP Liens attaching to the Junior DIP Lender Excepted Collateral. For the avoidance of doubt, the DIP Priming Liens are subordinate to and subject to the Carve-Out and the Fee Reserve for Professional Expenses and the Professional Expense Escrow. The Debtor, together with its management company Asset Campus USA, LLC, have prepared a new expense Budget for the months of March through July 2021, which provide for the payment of items (i) associated with the operation, maintenance and repair of the Project including, without limitation, for such items as marketing, cable, television, utilities, and repairs and maintenance and other general administrative expenses, and (ii) U.S. Trustee Fees, provided that: (a) the Debtor's aggregate expenditures of Cash Collateral will be within 20% of the aggregate monthly gross disbursements identified in the Budget, measured as of the last business day of each month, which Budget may be updated by the Debtor and Asset Campus during the Fourth Cash Collateral Period as appropriate and needed in connection with the management of the Project, subject in all respects to approval by the Senior DIP Lender and the Prepetition Lender, or Order of the Court; provided further that in the event the variance is greater than 10%, the Debtor will disclose to the Prepetition Lender the cause of the variance and consult the Prepetition Lender about remedying the variance and amending the Budget if necessary; (b) all expenditures of Cash Collateral will be only to the extent required to make ordinary, necessary, and reasonable payments with respect to the Project and/or for the category of items set forth in the Budget; and (c) none of the Cash Collateral will be used to pay professionals retained by the Debtor. As adequate protection for the Debtor's use of cash collateral, the Prepetition Lender is being granted valid, binding, enforceable, and perfected replacement liens upon and security interests in all assets of the Debtor. Additionally, the Prepetition Lender will be granted an allowed superpriority administrative expense claim in the Bankruptcy Case. A copy of the Motion is available for free at https://bit.ly/2TjZ66L from PacerMonitor.com. About Midtown Campus Properties, LLC Midtown Campus Properties, LLC, is a single asset real estate that owns the Midtown Apartments. The Midtown Apartments is a 310-unit student housing apartment complex currently under construction at 104 NW 17th St in Gainesville, Florida, just across from the University of Florida. It consists of a six-story main building, a parking garage for resident and public use, and commercial retail space. Each unit includes a full-size kitchen, carpet, tile, and hardwood floors and be fully furnished. It is located near several Midtown bars and restaurants frequented by students, and just a couple of minutes' walk from Ben Hill Griffin Stadium. Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-15173) on May 8, 2020. The Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Honorable Robert A. Mark is the presiding judge. The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy counsel; and The Bosch Group, Inc., as construction consultants. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. MIRACLE RESTAURANTS: Unsecureds to Get $120,000 in Plan ------------------------------------------------------- Miracle Restaurants, LLC, submitted a Subchapter V Plan of Reorganization. The Debtor's principals have continued to work to reduce overhead costs. The Debtor has instituted successful social media campaigns that have increased patronage of the restaurant. The Debtor applied for a second PPP loan; the Debtor believed it would be received in April 2021. However, that loan will not be approved until the Plan is confirmed. The Debtor anticipates that the lifting of COVID-19 restrictions on indoor dining and large gatherings will increase demand for restaurant services and catering. The City of Lancaster approved Debtor's application for a beer and wine license in March 2021 (the application had already been approved by Alcoholic Beverage Control (ABC)). The Debtor recently began selling beer and wine. The sale of alcohol in the restaurant will lead to greater profit margins. The Debtor has applied for approval to accept EBT payments, which will add an estimated 10% to 15% to sales. Under the PLan, CLASS #2b: General Unsecured Claims will each be paid a pro-rata share of a fund totaling $120,000. Creditors will be paid $5,000 per month for 24 months. Payments will begin in June 2024. Attorney for Miracle Restaurants, LLC: Mark T. Young Taylor F. Williams-Moniz DONAHOE YOUNG & WILLIAMS LLP 25152 Springfield Ct., Suite 345 Valencia, CA 91355-1081 Telephone: (661) 259-9000 Facsimile: (661) 554-7088 E-mail: myoung@dywlaw.com twilliams@dywlaw.com A copy of the Subchapter V Plan of Reorganization is available at https://bit.ly/34qq7b2 from PacerMonitor.com. About Miracle Restaurants Miracle Restaurants, LLC, is part of the fast-food and quick-service restaurants industry. Miracle Restaurants sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-20582) on Nov. 30, 2020. Jamie Bynum, chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed total assets of $42,600 and total liabilities of $1,038,184. Judge Vincent P. Zurzolo oversees the case. Donahoe Young & Williams LLP serves as the Debtor's counsel. NANO MAGIC: Incurs $781K Net Loss in 2020 ----------------------------------------- Nano Magic Holdings Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $781,055 on $4.76 million of total revenues for the year ended Dec. 31, 2020, compared to a net loss of $964,987 on $2.44 million of total revenues for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $4.79 million in total assets, $3.39 million in total liabilities, and $1.40 million in total stockholders' equity. Net cash used in investing activities was $430,302 for the year ended Dec. 31, 2020 as compared to net cash used in investing activities of $11,361 for the year ended Dec. 31, 2019. Additions in 2020 were mostly purchases of leasehold improvements, production equipment, furniture and office equipment associated with the new Michigan facility. Net cash provided by financing activities was $2,522,788 for the year ended Dec. 31, 2020 as compared to $810,332 for the year ended Dec. 31, 2019. During the year ended Dec. 31, 2020, the Company received $2,421,719 in net proceeds from the sale of securities and received $105,000 in net proceeds from equipment loans and the bank loan under the Paycheck Protection Program, offset by repayments on loans. The Company has positive working capital including $288,134 of cash at Dec. 31, 2020. The Company also had negative cash flows from operations of $2,001,004 for the year. The consolidated statements of operations also reflect an increase in product sales of $2,536,627, or 165%, as compared to the year ended Dec. 31, 2019. In the first quarter of 2021, the Company sold notes and warrants for total proceeds of $1,500,800. Management has considered whether there is substantial doubt about its ability to continue as a going concern in light of the historical operating losses and negative cash flows from operations. Considering the increased sales generating increased revenue, the positive working capital at the end of 2020 and the recent capital raise, the Company believes that its capital resources are sufficient to maintain its business operations for the next twelve months. Moreover, the Company is implementing a marketing plan under which management projects sales in increase in 2021 as compared to 2020 that are expected to contribute additional funds to maintain operations. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/891417/000149315221013246/form10-k.htm About Nano Magic Headquartered in Madison Heights, Michigan Nano Magic -- www.nanomagic.com -- develops, commercializes and markets consumer and industrial products powered by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. NILHAN DEVELOPERS: Suit Over Trustee's Asset Sale Dismissed ----------------------------------------------------------- Bankruptcy Judge Wendy L. Hagenau dismissed Nilhan Developers, LLC's lawsuit against the Chapter 11 trustee over the trustee's sale of property to Rass Associates, LLC. The Debtor originally sold the property at 2800, 2810, 2812, and 2814 Spring Road, Atlanta, Georgia, also known as Emerson Center, to Westplan Investors Acquisitions, LLC for $7 million in April 2017. The Property consisted of a shopping center and office suites. Westplan then assigned all of its rights and interests under the contract to Accent Cumberland Apartments, LP. The sale contract included a "Buyback" provision, which authorized the Debtor to repurchase the Property by a specific date and time. The contract provided that if, after closing, the purchaser was denied rezoning and annexation by the applicable authorities, the Debtor would have the right to purchase the Property for $7.75 million, plus costs, expenses, and interest. The Court approved the sale for $7.2 million to Westplan. The sale to Accent was consummated on May 1, 2017. The Buyback Option was set to expire on August 20, 2018 at 5:00 p.m. and the amount of $9.3 million was necessary to exercise the Buyback Option. The Debtor is owned 50% by Niloy Thakkar and 50% by Rohan Thakkar; it is managed by Niloy's and Rohan's father, Chuck Thakkar. Chuck, the Debtor's manager, believed the Property was worth more than the buy-back price. Accordingly, the Debtor obtained financing from two sources, Rass and Norcross Hospitality, to exercise the option before the deadline. The Debtor paid the specified price to exercise the option, and Accent conveyed a quit claim deed to the Debtor on August 22, 2018, which was recorded on August 24, 2018. On December 11, 2018, the Court appointed Mr. Glass as chapter 11 trustee. In April 2019, the Trustee sought to sell the Property and employed CBRE, Inc. as real estate broker. CBRE marketed the Property for sale and received 12 offers. The Trustee executed an agreement with Habersham Partners, LLC, to buy the Property. The Trustee filed a motion to sell the Property free and clear of all liens, claims, interests and encumbrances. After an auction, the Court ultimately approved a sale of the Property to Rass for $12.8 million. The Court confirmed the Trustee's Sixth Amended Plan on December 8, 2020, and the Plan became effective on December 23. The Plan provided for immediate payment to certain creditors, and alternative means of distribution to Nilhan Financial (on account of its allowed claim for $2,300,000) and Norcross Hospitality depending on the outcome of Norcross Hospitality's appeal of a Court order regarding its entitlement to payment. The Plan also provided for the release of the Trustee for actions that pre-dated the effective date. Well after the sale of the Property and resolution of Norcross Hospitality's alleged claim, and after the effective date of the Plan, Plaintiff filed the Complaint on January 12, 2021, against the Trustee and Rass. Plaintiff contends for the first time that title to the Property vested with Nilhan Developers, not the bankruptcy estate, and the sale to Rass is not valid. Nilhan Developers filed the Complaint as a "Shell Debtor" "through its Interest Holders". Plaintiff also contends once the Buyback Option was exercised, the estate did not have an ownership interest in the Property. The Complaint seeks a declaratory judgment the estate had no legal interest in the Property and Rass acquired no legal interest in the Property from the estate. Plaintiff also contends the Buyback Option merged with the deed. Alternatively, Plaintiff seeks an order requiring the estate to pay Mr. Thakkar and/or his insiders or affiliates $100,000 with applicable interest. According to Judge Hagenau, the ownership of the Property has been determined by the Court in its Second Sale Order and the Plan and the claim of different ownership is barred by issue preclusion. Moreover, the very interest holders now claiming Nilhan Developers does not own the Property took the contrary position in numerous pleadings in the Court and are barred by judicial estoppel from taking a contrary position. Judge Hagenau also held that claims in the Complaint against the Trustee have been released and waived by the "Interest Holders" in the Plan. Accordingly, the Complaint is dismissed against both Defendants for the failure to state a claim. Even if the claims were not barred by the principles of estoppel, the Complaint fails to state a claim for relief because the Buyback Option and the Property are both property of the estate. The case is, Nilhan Developers, LLC, Plaintiff, v. Ronald Glass, Solely as Trustee of the Bankruptcy Estate of Nilhan Developers, LLC, and Rass Associates, LLC, a Georgia Limited Liability Company, Defendants, AP No. 21-5008-WLH (N.D. Ga.). A copy of the Court's May 19, 2021 Order is available at https://bit.ly/3cr0F9Z from Leagle.com. About Nilhan Developers Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office and warehouse buildings, retail shopping centers and free-standing single-tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. In the petition signed by Chuck Thakkar, manager, Bay Circle estimated $1 million to $10 million in assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc., as real estate broker. Ronald L. Glass was appointed as Chapter 11 trustee for the Debtors. The trustee tapped Morris, Manning & Martin, LLP as his bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as his financial advisor; and Nelson Mullins Riley & Scarborough LLP as special counsel. NN INC: All Four Proposals Approved at Annual Meeting ----------------------------------------------------- The 2021 annual meeting of the stockholders of NN, Inc. was held on May 27, 2021, at which the stockholders: (1) elected Raynard D. Benvenuti, Robert E. Brunner, Christina E. Carroll, Joao Faria, Jeri J. Harman, Dr. Shihab Kuran, Warren A. Veltman, and Thomas H. Wilson, Jr. as directors to serve for a term of one year; (2) approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers; (3) ratified the selection of Grant Thornton LLP as the Company's registered independent public accounting firm for the fiscal year ending Dec. 31, 2021; and (4) elected Dr. Rajeev Gautam as an additional director to serve for a term of one year. About NN Inc. NN, Inc. -- www.nninc.com -- is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies primarily for the electrical, automotive, general industrial, aerospace and defense, and medical markets. The Company has 32 facilities in North America, Europe, South America, and China. NN, Inc. reported a net loss of $100.59 million for the year ended Dec. 31, 2020, compared to a net loss of $46.74 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $622.32 million in total assets, $340.70 million in total liabilities, $46.86 million in Series D perpetual preferred stock, and $234.75 million in total stockholders' equity. NOVABAY PHARMACEUTICALS: All 3 Proposals Passed at Annual Meeting ----------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. held its 2021 Annual Meeting, at which the Company's stockholders: (a) elected Justin M. Hall and Xinzhou (Paul) Li as Class II directors nominated by the Company's Board of Directors to hold office for a term of three years and until their respective successors are elected and qualified; (b) approved an amendment to the Amended and Restated Certificate of Incorporation, as amended, of NovaBay Pharmaceuticals, Inc. to increase the Company's number of authorized shares of NovaBay common stock from 75,000,000 to 100,000,000; and (c) ratified the appointment by the Company's Audit Committee of OUM & Co. LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, CELLERX for the aesthetic dermatology market, and NEUTROPHASE for wound care market. Novabay reported a net loss attributable to common stockholders of $11.04 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $10.48 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $15.24 million in total assets, $2.92 million in total liabilities, and $12.32 million in total stockholders' equity. NXT ENERGY: Obtains $1 Million HASCAP Loan ------------------------------------------ NXT Energy Solutions Inc. has been approved to participate in the Business Development Bank of Canada's Highly Affected Sectors Credit Availability Program (HASCAP). The HASCAP loan is a $1,000,000 non-revolving 10-year term credit facility with an interest rate of 4%. The proceeds of the HASCAP loan will be used for working capital needs to continue to support NXT's commercial growth initiatives. Repayment terms for the HASCAP loan are interest only for the first year, and principal plus interest for the remaining nine years. The HASCAP loan is secured by a general security agreement and is guaranteed by the Business Development Bank of Canada. About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$5.99 million for the year ended Dec. 31, 2020. As of Dec. 31, 2020, the Company had C$24.01 million in total assets, C$3.26 million in total liabilities, and C$20.75 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position is not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. OCEAN POWER: Agrees to Pay $1.2M in Employment Termination Lawsuit ------------------------------------------------------------------ Ocean Power Technologies, Inc. entered into a stipulation with Charles F. Dunleavy, both litigants in the matter captioned as American Arbitration Association, Employment Arbitration Tribunal, Case No. 01-18-0003-2374 and the AAA panel approved the Stipulation on May 24, 2021. The Stipulation recounts that the panel of arbitrators in the Action issued two interim awards finding, among other things, that the termination for cause of Mr. Dunleavy was in breach of his employment contract and awarding him compensatory damages in the amount of $438,254.54. The panel denied Mr. Dunleavy's claims for defamation and injunctive and declaratory relief. The panel also awarded Mr. Dunleavy attorneys' fees, costs and pre-judgment interest. Under the Stipulation, OPT agreed to pay Mr. Dunleavy $1,223,963.14, representing the total compensatory damages, attorneys' fees, costs and pre-judgment interest, which is the full amount awarded by the panel. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- is a marine power solutions provider that designs, manufactures, sells, and services its products while working closely with partners that provide payloads, integration services, and marine installation services. Its PowerBuoy solutions platform provides clean and reliable electric power and real-time data communications for remote offshore and subsea applications in markets such as offshore oil and gas, defense and security, science and research, and communications. Ocean Power reported a net loss of $10.35 million for the 12 months ended April 30, 2020, compared to a net loss of $12.25 million for the 12 months ended April 30, 2019. As of Oct. 31, 2020, the Company had $18.56 million in total assets, $4.91 million in total liabilities, and $13.65 million in total stockholders' equity. As of Jan. 31, 2021, the Company had $82.89 million in total assets, $4.69 million in total liabilities, and $78.20 million in total stockholders' equity. KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2004, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. OMNIQ CORP: Gets Purchase Order for AI Based Cloud Solution ----------------------------------------------------------- OmniQ Corp announced the receipt of a Software as a Service recurring revenue agreement from ASPIS Parking to deploy its PERCS (Permitting, Enforcement, Revenue and Collection) Cloud-hosted Software for Georgia State University. The Agreement also includes deployment of multiple omniQ's eCite Pro enforcement vehicles, which includes omniQ's complete AI mobile Vehicle Recognition System, for enforcement of permit violations and citation issuance. Georgia State joins several universities that are using omniQ's AI products that are based on Machine Vision, including Penn State, Georgia Tech and Emory University. The Company's latest version of PERCS will be utilized to transform the customer experience for faculty, staff, student and visitor parking at over a dozen garages and surface lots throughout the downtown Atlanta campus. Integrations and interactions with Blackboard, Panther Card, MARTA, UPASS, Touchnet for payments and omniQ's PayGO for declining balance permits are just a few of the many features that will soon be introduced to the parking customers at this prestigious university. "We are pleased with recent developments in our AI based business with new sales and marketing models enabling scalable growth and a recurring revenue model. We are honored to enter into an agreement with ASPIS Parking to provide our AI based PERCS software to streamline campus parking management at Georgia State University. ASPIS Parking has been a long-time valued partner of ours, with dozens of sites and hundreds of lanes of our industry leading AI based Vehicle Recognition Systems (VRS & LPR) technology already deployed in and around Atlanta," said Shai Lustgarten, CEO. Harry Katsoudas, president of ASPIS Parking (Access Security Parking Integrated Solutions ) commented, "I have been working with this team of folks for over a decade and when the opportunity arrived to provide a transformational upgrade to the parking experience for permits and enforcement at Georgia State University there was no hesitation who we needed to bring in for the solution. My experience with the people, products, support and performance of omniQ/HTS has been sensational." Beth Jones, associate vice president of Finance and Administration of Georgia State University commented, "We are excited about improving the customer service experience for our faculty, staff and student parking patrons with the deployment of the new PERCS and PARCS Systems at Georgia State University." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp. reported a net loss attributable to common stockholders of $11.31 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $5.31 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $38.21 million in total assets, $45.55 million in total liabilities, and a total stockholders' deficit of $7.34 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. PETROLIA ENERGY: Incurs $2.9 Million Net Loss in 2019 ----------------------------------------------------- Petrolia Energy Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.89 million on $2.92 million of total revenue for the year ended Dec. 31, 2019, compared to a net loss of $38.03 million on $1.17 million of total revenue for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $12.57 million in total assets, $7.18 million in total liabilities, and $5.39 million in total stockholders' equity. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 26, 2021, citing that the Company suffered recurring net losses from operations for the years ended Dec. 31, 2019 and 2018 and has a working capital deficit as of Dec. 31, 2019, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1368637/000149315221013018/form10-k.htm About Petrolia Energy Petrolia Energy Corporation -- https://www.petroliaenergy.com/ -- is an international oil and gas company, headquartered in Houston, Texas, is in the business of oil and gas exploration, development and production. PETROLIA ENERGY: Incurs $573,637 Net Loss in Q2 2019 ---------------------------------------------------- Petrolia Energy Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $573,637 on $800,006 of total revenue for the three months ended June 30, 2019, compared to a net loss of $1.57 million on $23,761 of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $953,542 on $1.62 million of total revenue compared to a net loss of $30.85 million on $53,741 of total revenue for the six months ended June 30, 2018. As of June 30, 2019, the Company had $13.14 million in total assets, $6.04 million in total liabilities, and $7.10 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1368637/000149315221013007/form10-q.htm About Petrolia Energy Petrolia Energy Corporation -- https://www.petroliaenergy.com/ -- is an international oil and gas company, headquartered in Houston, Texas, is in the business of oil and gas exploration, development and production. Petrolia Energy reported a net loss of $2.89 million for the year ended Dec. 31, 2019, compared to a net loss of $38.03 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $12.57 million in total assets, $7.18 million in total liabilities, and $5.38 million in total stockholders' equity. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 26, 2021, citing that the Company suffered recurring net losses from operations for the years ended Dec. 31, 2019 and 2018 and has a working capital deficit as of Dec. 31, 2019, which raises substantial doubt about its ability to continue as a going concern. PETROLIA ENERGY: Incurs $871,161 Net Loss in Q3 2019 ---------------------------------------------------- Petrolia Energy Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $871,161 on $834,321 of total revenue for the three months ended Sept. 30, 2019, compared to net income of $581,844 on $655,176 of total revenue for the three months ended Sept. 30 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss of $1.82 million on $2.45 million of total revenue compared to a net loss of $36.14 million on $708,917 of total revenue for the same period in 2018. As of Sept. 30, 2019, the Company had $12.82 million in total assets, $6.46 million in total liabilities, and $6.36 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1368637/000149315221013015/form10-q.htm About Petrolia Energy Petrolia Energy Corporation -- https://www.petroliaenergy.com -- is an international oil and gas company, headquartered in Houston, Texas, is in the business of oil and gas exploration, development and production. Petrolia Energy reported a net loss of $2.89 million for the year ended Dec. 31, 2019, compared to a net loss of $38.03 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $12.57 million in total assets, $7.18 million in total liabilities, and $5.38 million in total stockholders' equity. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 26, 2021, citing that the Company suffered recurring net losses from operations for the years ended Dec. 31, 2019 and 2018 and has a working capital deficit as of Dec. 31, 2019, which raises substantial doubt about its ability to continue as a going concern. PG&E CORP: Sells San Francisco Headquarters ------------------------------------------- Eli Walsh of Danville San Ramon reports that PG&E announced Monday, May 17, 2021, that it has agreed to sale terms for its San Francisco headquarters, opting to move to the edge of Lake Merritt in Oakland. PG&E agreed to sell its headquarters complex, including 77 Beale St. and 245 Market St., for $800 million to Delaware-based Hines Atlas US LP. The utility has been headquartered in San Francisco for more than a century. The deal must still be approved by the California Public Utilities Commission. It would net PG&E roughly $400 million, according to the utility, which has proposed to the CPUC to return the profit to customers by offsetting future utility rates over a five-year period. "This sale and relocation will achieve cost savings that directly help reduce customer bills," PG&E Corp. CEO Patti Poppe said in a statement. "At the same time, it will give us an efficient and effective Bay Area workspace as we focus on delivering for all of the communities we serve." PG&E is expected to move into its new headquarters in the 28-story Kaiser Center at 300 Lakeside Drive in Oakland, with an expectation that the move will lower the utility's costs in the long term. The utility also plans to eliminate its satellite offices in Concord and San Ramon and consolidate them into the new Oakland office to streamline its footprint in the Bay Area. PG&E has proceeded through Chapter 11 bankruptcy over the last two years after victims of fires started in the North Bay and Butte County by PG&E's equipment filed billions of dollars' worth of claims. PG&E ultimately promised to pay $13.5 billion to a victim compensation trust. "We are working hard every day to make fundamental changes at PG&E and become the utility our customers expect and deserve," Poppe said. The move to the new Oakland headquarters is expected to begin in the first half of next year, according to PG&E. About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E Corporation and Pacific Gas and Electric Company announced July 1, 2020, that PG&E has emerged from Chapter 11, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization that was confirmed by the Bankruptcy Court on June 20, 2020. POTOMAC CONSTRUCTION: Case Summary & Unsecured Creditor ------------------------------------------------------- Debtor: Potomac Construction 1522 Rhode Island, LLC 1734 20th Street NW, Suite B Washington, DC 20009 Business Description: Potomac Construction 1522 Rhode Island, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 30, 2021 Court: United States Bankruptcy Court District of Columbia Case No.: 21-00153 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Seth W. Diamond, Esq. THE DIAMOND LAW GROUP, LLC One Research Court, Suite 450 Rockville, MD 20850 Tel: (301) 565-5258 Fax: (301) 519-8005 E-mail: seth@thediamondlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Hirshfield, managing member of District Trust Advisors, LLC, managing member of Potomac Construction 1522 Rhode Island, LLC. The Debtor listed BWF Trust, LLC as its sole unsecured creditor holding a claim of $567,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AFAOK5Q/Potomac_Construction_1522_Rhode__dcbke-21-00153__0001.0.pdf?mcid=tGE4TAMA RAMJAY INC: Seeks to Use Newtek, et al.'s Cash Collateral --------------------------------------------------------- Ramjay, Inc., asked the Bankruptcy Court for authority to use cash collateral. The Debtor explains it needs access to cash collateral in order to maintain and operate its transportation business; make adequate protection payments to creditors holding liens against its motor vehicles; and pay postpetition secured obligations they come due. The Debtor's existing prepetition secured debt -- other than loans secured by interests in the Debtor's motor vehicles -- is comprised of loans, and security interests. Secured Creditors, consisting of (1)Newtek Small Business Finance, LLC; (2) Corporation Service Company (CSC), as Representative; (3) S&P Financial Services, Inc.; (4) MBFMPO; (5) Accel Capital; (6) Fundbox; and (7) U.S. Small Business Administration, have filed claims against the Debtor, asserting interest in the Debtor's assets. CSC may be the designee for or representative of Accel Capital, Axis Capital, MBFMPO, PNC Bank, Wellington Capital, Reliant Funding, and Fundbox, in which case one or more of these persons should be included within the definition of Secured Creditors. The Debtor owes Newtek, as of May 7, 2021, $1,626,146 for an SBA-guaranteed loan made in January 2017. The loan is secured by the Debtor's interest in 21 motor vehicles and in its cash collateral and accounts receivable. The Debtor intended to retain only five of these vehicles. The Debtor owes the remaining Secured Creditors by virtue of loans and merchant cash advances aggregating as much as $306,227. The Debtor submits that given the claim of Newtek, the value of the prepetition cash at $27,361 and the cash collateral at $169,998, Newtek is undersecured and the remaining Secured Creditors, entirely unsecured. Accordingly, the Debtor proposed to pay Newtek $2,230 in adequate protection for the amount of average monthly depreciation of the five vehicles it intended to retain. The Debtor also proposed to provide adequate protection payments to the other Secured Creditors in amounts pursuant to the budget, a copy of which is available at https://bit.ly/3uDKoET from PacerMonitor.com at no charge. The budget provided for $97,317 in total expenses. Moreover, the Debtor proposed to grant replacement liens to the Secured Creditors on all of the Debtor's postpetition assets, subject to pre-existing liens, and only to the extent of any diminution in the value of the Secured Creditors 'interest in the cash collateral. Also, the Debtor proposed to grant administrative expense priority claims to the Secured Creditors for the diminution in the value of their interest in the cash collateral. A copy of the motion is available for free at https://bit.ly/3p6xqOF from PacerMonitor.com. About Ramjay Inc. Ramjay, Inc., an Alexandria, Va.-based company that operates in taxi and limousine service industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 21-10809) on May 4, 2021. Jayasekar Jayaraman, president, signed the petition. At the time of the filing, the Debtor disclosed $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Debtor tapped the Law Office of John P. Forest, II as legal counsel and Miara Rasamoelina of Miara CPA Inc. as accountant. REED 1860: Seeks Approval to Hire Craig A. Diehl as Legal Counsel ----------------------------------------------------------------- Reed 1860, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire the Law Offices of Craig A. Diehl as its legal counsel. The firm's services include: (a) advising the Debtor with respect to its rights, powers and duties in the administration of its Chapter 11 case and the management of its property; (b) preparing pleadings and applications and conducting examinations incidental to administration of the case; (c) advising the Debtor in connection with all motions or complaints for reclamation, adequate protection, sequestration, relief from stay, appointment of trustee or examiner and all other similar matters; (d) developing the relationship of the status of the Debtor to the claims of creditors; (e) assisting the Debtor in the formulation and presentation of a Chapter 11 plan; and (f) other legal services necessary to administer the case. The Law Offices of Craig A. Diehl will be paid at these rates: Attorneys $295 per hour Legal Assistants $170 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. The Law Offices of Craig A. Diehl received a retainer in the amount of $3,262, plus the filing fee of $1,738. Thomas Varish, Esq., a partner at the Law Offices of Craig A. Diehl, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Craig A. Diehl can be reached at: Thomas Varish, Esq. Law Offices of Craig A. Diehl 3464 Trindle Rd. Camp Hill, PA 17011 Tel: (717) 763-7613 Fax: 717-763-8293 About Reed 1860 LLC Reed 1860, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 21-01148) on May 20, 2021. At the time of the filing, the Debtor disclosed between $500,001 and $1 million in assets and between $100,001 and $500,000 in liabilities. Judge Henry W. Van Eck presides over the case. The Law Offices of Craig A. Diehl represents the Debtor as legal counsel. RESOURCES LIMITED: Seeks to Hire Leaberry Law Firm as Legal Counsel ------------------------------------------------------------------- Resources Limited LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Leabeny Law Firm, PLLC as its bankruptcy counsel. The firm's services include: a. preparing bankruptcy schedules and statement of financial affairs; b. preparing legal papers; c. advising management of the Debtor regarding the rights, power and duties of the Debtor under the Bankruptcy Code; d. assisting management in preparing a plan of reorganization; e. supervising the liquidation of the Debtor's property at auction; and f. asking the court to value secured property under Section 506 of the Bankruptcy Code and surrender the property to the secured creditor at a court-determined valuation. Leaberry Law Firm received a retainer of $6,000 for fees and expenses from Huffman Trucking, Inc., a non-debtor affiliate. The firm also received $1,500 as a partial payment of the $1,717 case filing fees. John Leaberry, Esq., at Leaberry Law Firm, disclosed in court filings that his firm neither holds nor represents any interest adverse to the estate of the Debtor, creditors or any other parties-interests. The attorneys can be reached at: John F. Leaberry, Esq. Leaberry Law Firm, PLLC 167 Patrick Street Lewisburg, WV 24901 Telephone: (304) 645-2025 Facsimile: (888) 469-6631 Email: leaberry01@yahoo.com About Resources Limited Resources Limited, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 21-20089) on April 19, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge B. Mckay Mignault oversees the case. The Law Office of John Leaberry serves as the Debtor's legal counsel. RIOT BLOCKCHAIN: Completes Acquisition of Whinstone US ------------------------------------------------------ Riot Blockchain, Inc. has completed its previously announced acquisition of Whinstone US from Northern Data. The total consideration paid in the transaction was 11.8 million shares of Riot common stock and $80 million in cash, funded with cash on the balance sheet. "The successful acquisition of Whinstone marks the most significant milestone in Riot's history, and firmly establishes the Company as a leading Bitcoin mining platform," said Jason Les, CEO of Riot. "With Whinstone's preeminent infrastructure and best-in-class construction, development, and operations organization, Riot is extremely well-positioned to increase the scale and scope of its operations. We welcome the talented Whinstone employees to the Riot family, and I look forward to leading our combined team as we jointly execute upon the Company's mission to become one of the most relevant and significant companies supporting the Bitcoin network and greater Bitcoin ecosystem." "We are incredibly proud of the Whinstone team and sincerely appreciative of the Rockdale community that has supported us since we first broke ground in early 2020," said Chad Harris, CEO of Whinstone. "We look forward to partnering with the Riot team to advance our pursuit of creating America's leading Bitcoin mining company." Riot plans to immediately commence further development of additional facilities at Whinstone in order to rapidly bring the property to its current capacity of 750 MW. With this capacity expansion, the Company's intention is to send its future committed miner order deliveries to Whinstone, which will allow Riot to capture significant synergies, including lower direct energy costs and operational costs. Commencing in early 2020, the Whinstone team has successfully built the largest Bitcoin hosting facility in North America, as measured by developed capacity. Whinstone's comprehensive energy management strategy delivers best-in-class net energy costs of approximately 2.5 cents per kWh utilizing cutting-edge technology and comprehensive analytics to deliver industry-leading low cost, reliable and responsive power. XMS Capital Partners, LLC served as exclusive financial advisor and Sidley Austin LLP served as legal advisor to Riot. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. Riot Blockchain reported a net loss of $12.67 million for the year ended Dec. 31, 2020, compared to a net loss of $20.30 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $375.91 million in total assets, $8.09 million in total liabilities, and $367.82 million in total stockholders' equity. SATELLITE RESTAURANTS: Trustee's $440K Sale of All Assets Approved ------------------------------------------------------------------ Judge Maria Ellena Chavesz-Ruark of the U.S. Bankruptcy Court for the District of Maryland authorized Scott Miller, the Subchapter V trustee appointed in the Chapter 11 case of Satellite Restaurants Inc. Crabcake Factory USA, to sell substantially all assets to CCK Holdings, LLC, for $440,000, pursuant to the Amended and Restated Asset Purchase Agreement dated as of May 21, 2021. The sale is free and clear of all Interests of any kind or nature whatsoever. All such Interests will attach to the proceeds attributable to the Assets against or in which such Interests are asserted, subject to the terms of such Interests. At Closing the Debtor will pay or otherwise satisfy the Cure Amounts (as set forth in the Cure Notice) from the Sale Proceeds. At the Transaction Closing, the Debtor is authorized and directed to use the Sale Proceeds to pay the following: (i) $1,500, to be paid to the Anthony Law Group, LLC, as counsel for said Landlord, following invoice to the Debtor; (ii) $2,500, to be paid to McAllister, DeTar, Showalter & Walker LLC, as counsel for said Landlord, following invoice to the Debtor; (iii) $26,400, to be paid to Alex Cooper Auctioneers; and (iv) the Net Sale Proceeds, to be held by the Debtor's counsel subject to further order of the Court. The Debtor is authorized to change the name of the Bankruptcy Case to remove all references to "Crabcake Factory," and the Debtor agrees to cease using the name "Crabcake Factory" from and after Closing. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), and consistent with Bankruptcy Code Section 363(m), the Order will not be stayed and it will be effective and enforceable immediately upon its entry. Time is of the essence in closing the transactions referenced or contemplated, and the Debtor and the Successful Bidder intend to close the Transaction no more than five business days after the date that all conditions to the parties' obligations to consummate the Transaction have been satisfied. Any party objecting to the Order must exercise due diligence in filing an appeal and pursuing a stay, or risk its appeal being foreclosed as moot. In the event that Successful Bidder fails to consummate the Closing of the Transaction contemplated in the Agreement, the Debtor is authorized, but not required, to consummate the Transaction with the Backup Bidder, Crabby Bunch LLC, in the amount of $435,000, as set forth in the Line Filing Results of Auction and Selection of Successful Bid and Backup Bid for Sale of Substantially All of the Debtor's Assets, without further order of the Court and subject to all of the terms set forth in the Order. The net proceeds of the sale will be held in Yumkas, Vidmar, Sweeney & Mulrenin, LLC's IOLTA account for the Debtor for distribution in accordance with a further order of Court. A copy of the APA is available at https://tinyurl.com/u2s4abts from PacerMonitor.com free of charge. About Satellite Restaurants Inc. Crabcake Factory USA Satellite Restaurants Inc. Crabcake Factory USA filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19282) on Oct. 14, 2020, listing under $1 million in both assets and liabilities. Judge Maria Ellena Chavez-Ruark oversees the case. Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC serves as the Debtor's legal counsel. On Oct. 14, 2020, the U.S. Trustee for Region 4 appointed Scott W. Miller as Subchapter V trustee. Mr. Miller tapped Odin, Feldman & Pittleman, PC as his legal counsel. SC SJ HOLDINGS: Indirect Parent to Provide Funding --------------------------------------------------- SC SJ HOLDINGS LLC, et al., submitted an Amended Disclosure Statement explaining their Chapter 11 Plan. The Plan provides for treatment of Allowed Claims against each Debtor based on the assets of that Debtor. The Debtors believe that the assets and liabilities of each Debtor should and must be addressed independently. The Committee is investigating whether the Debtors should be substantively consolidated, in which case the assets of each Debtor's estate would be consolidated for purposes of making creditor distributions. The Debtors believe that the assets and liabilities of each Debtor should and must be addressed independently. Notwithstanding the foregoing, the Debtors have received that certain Commitment Letter for New Money to Address Certain Allowed Claims Under the Amended Joint Chapter 11 Plan of Reorganization, pursuant to which the Debtors' indirect parent company, Eagle Canyon Capital LLC ("Eagle Canyon"), has agreed, subject to the terms and conditions of the Eagle Canyon Commitment Letter, to, among other things, contribute (a) up to $1,376,000 to Debtor FMT so that it can make distributions under the Plan on account of Allowed Priority Tax Claims, (b) up to $389,000 to Debtor FMT so that it can make distributions under the Plan on account of Allowed Other Priority Claims, (c) $500,000 to Debtor FMT on the Effective Date so that Debtor FMT can fund the FMT GUC Cash Pot, (d) up to $207,481 for Debtor to use to make distributions on account of Other Secured Claims, (e) up to $1,536,463 for Debtor SC SJ to use to make distributions on account of Allowed SC SJ General Unsecured Claims, and (f) up to $3,976,247 for Debtor SC SJ to make distributions on account of Allowed Fairmont General Unsecured Claims. Eagle Canyon's commitments are conditioned on confirmation of the Plan and other conditions precedent set forth in the Eagle Canyon Commitment Letter. Class 3B: FMT Prepetition Secured Loan Claim totaling $728,600 will recover 3.4% of their claims. The Prepetition Secured Lender shall receive, on account of the FMT Prepetition Secured Loan Claim, the FMT Collateral Payment, and all Prepetition FMT Collateral, other than cash collateral, shall be delivered in kind to Reorganized SC SJ and repayment of the debt secured by the Prepetition FMT Collateral shall be made over time by Reorganized SC SJ pursuant to the Post-Effective Date Secured Loan Documents. Class 3B is impaired. Class 4A: SC SJ General Unsecured Claims totaling $1,536,463 will recover 100% of their claims. Allowed SC SJ General Unsecured Claim, such Holder will receive payment in full in Cash plus interest at the Federal judgment rate, payable on the later of the Effective Date and the date that is ten (10) Business Days after the date on which such SC SJ. Class 4A is unimpaired. General Unsecured Claim becomes an Allowed SC SJ General Unsecured Claim, in each case, or as soon as reasonably practicable thereafter. Class 4B: FMT General Unsecured Claims totaling $18,182,000 to $192,476,857 will recover 0.26% to 2.75% of their claims. Each Holder of an Allowed FMT General Unsecured Claim will receive on account of such Allowed FMT General Unsecured Claim, in full and final satisfaction of such Allowed FMT General Unsecured Claim, its pro rata share of the FMT GUC Cash Pot. Class 4B is impaired. The Debtor SC SJ is the owner of a luxury convention hotel (the "Hotel") located at 170 South Market Street, San Jose, California, in the heart of Silicon Valley near many tech-industry corporate offices. The 20-story, two tower Hotel has 805 rooms and suites, 65,000 square feet of state-of-the-art meeting and event space, three restaurants with bars, a café bakery, a fitness center, and a rooftop pool and gazebo. The Hotel features grand ballrooms for large conferences and conventions, as well as intimate spaces for smaller gatherings. The Hotel historically hosted many conferences and conventions, particularly in the technology industry. Counsel to the Debtors: Patrick Potter Dania Slim Jonathan Doolittle Rahman Connelly PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Telephone: (202) 663-8928 Facsimile: (202) 663-8007 Counsel to the Debtors: Justin Alberto Patrick Reilley COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 A copy of the Amended Disclosure Statement is available at https://bit.ly/3vCUIy4 from Stretto, the claims agent. About SC SJ Holdings and FMT SJ San Ramon, Caliofrnia-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity LLC as financial advisor. Stretto is the claims agent and administrative advisor. SCHOOL DISTRICT: Seeks to Hire Consilium Partner as Accountant -------------------------------------------------------------- School District Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Consilium Partner Group as its accountant. The Debtor needs an accountant to complete any necessary tax forms and monthly operating reports and to provide tax advice and bookkeeping services. Rachel Skypek, a certified public accountant and a partner at Consilium Partner Group, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Consilium Partner Group can be reached at: Rachel Skypek, CPA Consilium Partner Group, LLC 1001 Summit Blvd., Suite 1150 Atlanta, GA 30319 Tel: (404) 400-4200 About School District Services Tallahassee, Fla.-based School District Services, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-40092) on March 19, 2021. Ivery Luckey, chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Bruner Wright, P.A. and Consilium Partner Group, LLC serve as the Debtor's legal counsel and accountant, respectively. SEADRILL LTD: CEO Redland Steps Down Amid Corporate Restructuring ----------------------------------------------------------------- Seadrill Limited (OSE:SDRL, OTCPK:SDRLF), announced May 31, 2021, that Glen Ole Rodland has notified Seadrill that he will be stepping down from the Board with immediate effect, having been Chairman since November 2019. The Board would like to thank Glen for his leadership and counsel during his tenure as Chairman of Seadrill, and the work he has led to progress our current restructuring. Stuart Jackson, CEO said, "We continue to make good progress with our lenders through productive discussions and our board and management team remain focussed on delivering a significant balance sheet deleveraging to support our safe and efficient operations." "For me, now is the right time to hand over the reins, the restructuring has been complex and multi-faceted and I have every confidence the board will guide the deal over the line” says Glen Ole Rødland. Soren Pico of Shipping Watch reports that Seadrill is set to appoint a new chairman at a time when the drilling company is working hard to secure a comprehensive rescue deal in the US while under bankruptcy protection. Rodland has served as chairman since 2019, when he took over from John Fredriksen. About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for the Debtors. Houlihan Lokey, Inc., is the financial advisor. Alvarez & Marsal North America, LLC, is the restructuring advisor. The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel. The law firm of Slaughter and May is co-corporate counsel. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk LLC is the claims agent. SEANERGY MARITIME: To Acquire 16th Capesize Vessel for $33.7-Mil. ----------------------------------------------------------------- Seanergy Maritime Holdings Corp. has entered into a definitive agreement with an unaffiliated third party to purchase a Capesize vessel. The Vessel was built in 2012 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 181,000 deadweight tons and will be renamed M/V Worldship. The Worldship is expected to be delivered within the third quarter of 2021, subject to the satisfaction of certain customary closing conditions. Following her delivery, Seanergy's fleet will increase to 16 Capesize vessels with an aggregate cargo capacity of approximately 2,800,000 dwt. The Vessel is fitted with a scrubber and a ballast water treatment system, while the special survey will be completed by the current owner prior to the delivery and, therefore, the Company does not anticipate incurring any off-hire or capital expenditure for this Vessel at least for the next two years. The purchase price of $33.7 million is expected to be funded with cash on hand and debt financing. In addition, taking advantage of the current strong market conditions, Seanergy has fixed one of its Capesize vessels, the M/V Patriotship, at $31,000 per day for a period employment of 12-18 months with a major European cargo operator. The contract is expected to commence upon the Patriotship's upcoming delivery to the Company, which is anticipated in the beginning of June 2021. Stamatis Tsantanis, the Company's chairman and chief executive officer, stated: "I am very pleased to announce another timely acquisition of a high-quality Capesize vessel built by a renowned shipyard in Japan. The addition of the M/V Worldship to our fleet will further enhance our operating leverage as a leading pure-play Capesize company. This should be a highly accretive transaction for our shareholders as it will be funded by Seanergy's strong liquidity, consisting of cash on hand and loan facilities at competitive terms." "Our fleet is currently operating in a decade-high freight environment, where the Capesize forward freight contracts ("FFA") for the second half of 2021 exceed $30,000 per day. Based on the anticipated delivery of the Vessel in the mid of the third quarter of 2021, the incremental gross revenue from this acquisition may exceed $4 million for the remainder of the year." About Seanergy Maritime Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com-- is the only pure-play Capesize ship-owner publicly listed in the US. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. On a 'fully-delivered' basis, the Company's fleet will consist of 16 Capesize vessels with average age of 11.8 years and aggregate cargo carrying capacity of above 2,800,000 dwt. Seanergy Maritime reported a net loss of $18.35 million for the year ended Dec. 31, 2020, compared to a net loss of $11.70 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $295.24 million in total assets, $199.55 million in total liabilities, and $95.69 million in total stockholders' equity. SHRUNGI LLC: Ganeshay Says $1.45M Plan Valuation Absurd ------------------------------------------------------- Shri Ganeshay LLC, a secured a creditor, filed an objection to the proposed disclosure statement and plan of Shrungi LLC. According to Shri Ganeshay, the Plan is outlandishly absurd. The objector notes that the Debtor bought the hotel on Feb. 20, 2020 for $2,500,000 and now proposes a valuation of $1,050,0001 for a swing of $1,450,000 or a 58% value reduction supposedly that occurred over the course of one year. Needless to say, Shri Ganeshay disputes this absurd valuation. Shri Ganeshay disputes and is prepared to refute the Debtor's value thesis that the hotel was worth less than the purchase price paid in February 2020 and/or that certain purported problems with the hotel supposedly were concealed from the Debtor. The objector claims that to the contrary, any reduction in value that has occurred stems from the inability of the Debtor to operate the hotel, including, for example, the lack of on-site personnel, the unnecessary closure of the hotel beginning in September 2020, and the failure to protect the property postpetition that resulted in busted pipes and severe water damage during the February 14-18, 2021 winter storm. According to Shri Ganeshay, the Plan should be denied and the Sec. 362(a) stay lifted. The Debtor should not be rewarded for destroying the value of the asset that the Debtor seeks to retain through a cramdown. With the inability to operate the hotel for the last nine months, the Debtor cannot demonstrate any hint of feasibility. With respect to the potential election by Shri Ganeshay under Sec. 1111(b), Shri Ganeshay reserves the right to make such election prior to the conclusion of the Combined Hearing (which hearing includes final consideration of the Disclosure Statement) as provided under Fed. R. Bankr. P. 3014.2 Attorneys for SHRI GANESHAY LLC: JEFF CARRUTH WEYCER, KAPLAN, PULASKI & ZUBER, P.C. 3030 Matlock Rd., Suite 201 Arlington, Texas 76105 Telephone: (713) 341-1158 Fax: (866) 666-5322 E-mail: jcarruth@wkpz.com About Shrungi LLC Shrungi, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-40166) on Feb. 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Brenda T. Rhoades oversees the case. The Debtor is represented by Joyce W. Lindauer Attorney, PLLC. SOAS LLC: Unsecureds to Get Share of Profits for 5 Years -------------------------------------------------------- Soas, LLC, submitted a Plan and a Disclosure Statement. SOAS was founded in May of 2004 by Aaron Syring and Mr. Syring's then business partner, Steven Oliva. It owns and operates three Island Drug Store locations throughout Northwest Washington. One of the stores is in Oak Harbor, one is in Clinton, and one is in La Conner. In 2011, Mr. Syring purchased Mr. Oliva's 50% membership interest in the company for $1,700,000. He is now SOAS's sole owner and managing member. The purchase was funded, in part through a loan from Live Oak Bank. Historically, SOAS had generally been profitable and had been able to pay its bills as they became due. However, for a variety of reasons including rapid growth and a significant debt burden, SOAS began experiencing financial difficulties in recent years. These financial difficulties were greatly exacerbated by the actions of Hi-School Pharmacy Services, LLC. As part of the sale process, the Debtor retained the services of Pacific Pharmacy Consultants, a brokerage company that specializes in the sale of independent retail pharmacies. The outreach by Pacific Pharmacy Consultants resulted in a purchase offer for all of the assets of the Debtor for a purchase price of $600,000 cash. The Court established an overbid auction process. Live Oak Bank objected to the proposed sale based upon the low sales price. Both interested parties subsequently withdrew their offers. Once the Debtor's sale efforts proved to be unsuccessful it began working with its first-position lender, Live Oak Bank, in an effort to reach consensus as to the terms of a proposed consensual plan of reorganization. Under the Plan, from the operations of its business, the Debtor intends to pay the allowed secured claims of its lender, Live Oak Bank, and to pay all priority and non-priority tax claims in full. Finally, the Debtor will commit 50% of its net profits, and the proceeds of the Hi-School adversary proceeding, to payment of general unsecured creditors (as well as to any unpaid administrative expenses). Each holder of an Allowed Class 11 General Unsecured Claim at the time of a distribution will receive a distribution of Cash equal to such holder's Pro Rata share of the funds in the Creditor Distribution Fund established pursuant to Article 18 of the Plan. Payments to Class 10 Creditors shall be paid quarterly beginning on the first day of the first full calendar quarter after the Effective Date and continuing on the first day of the first calendar quarter thereafter for a period not to exceed 20 calendar quarters. Attorneys for the Debtor: J. Todd Tracy Steven J. Reilly The Tracy Law Group 1601 Fifth Ave, Suite 610 Seattle, WA 98101 206-624-9894 phone / 206-624-8598 fax A copy of the Disclosure Statement is available at https://bit.ly/3i3o0Ca from PacerMonitor.com. About Soas, LLC Soas, LLC, which conducts business under the name Island Drug, is a long-term care pharmacy in Oak Harbor, Wash. It dispenses medicinal preparations delivered to patients residing within an intermediate or skilled nursing facility, including intermediate care facilities for mentally retarded, hospice, assisted living facilities, group homes, and other forms of congregate living arrangements. Soas LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-10928) on March 18, 2019. At the time of filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Marc Barreca. The Tracy Law Group PLLC is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the case. Counsel for the Debtor may be reached at: The Tracy Law Group PLLC 1601 5th Ave, Suite 610 Seattle, WA 98101 Tel: 206-624-9894 Fax: 206-624-8598 Website: www.thetracylawgroup.com SOUTHERN PRODUCE: Fitzgerald Buying Columbia Property for $25.1K ---------------------------------------------------------------- Southern Produce Distributors, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the sale of the real property located at Off Hwy. 94, in Columbia, North Carolina, 19.69 acres, Tyrrell County, North Carolina to Fitzgerald Family, LLC, for $25,105, free and clear of liens or encumbrances. The Debtor owns the Real Property, a parcel of real property, Lot B 19.69 acres as shown on Plat Book C, Page 475, further identified by Parcel No. 8719755515, and more particularly described in Deed to Real Estate from Southern Fresh, LLC, Grantor, to Southern Produce Distributors, Incorporated, Grantee, recorded September 2, 2015, Book 238, Page 1, Tyrrell County Registry. The Debtor has received an Offer to Purchase and Contract-Vacant Lot/Land from the Purchaser to purchase the Real Property for a purchase price of $25,105, subject to: (i) ad valorem taxes for the subject property, (ii) reasonable and normal costs of closing, including, without limitation, reasonable costs or expenses of sale required to be paid by the Reorganized Debtor as the seller pursuant to the respective sale contract. The net sale proceeds received from the sale will be subject to the following uses: (i) Quarterly Fees generated by the sale when and as applicable, (ii) reasonable attorney for Debtor fees relating to the sale and closing, and (iii) applicable capital gain taxes when and if applicable. Upon information and belief, the Real Property is not subject to any liens on the title or any encumbrances. The sale of the Real Property will be subject to a 5% real estate commission to be paid to David Kornegay of Kornegay Realty, Inc., 510 N. Breazeale Avenue, Mt. Olive, North Carolina, 28365, who has been employed by the Debtor pursuant to an Order Authorizing Employment of Real Estate Broker entered on July 27, 2018, and said real estate commission will be paid at the closing from the applicable sale proceeds. The current Tyrrell County tax value for the Real Property is $80,778. It appears that the Real Property is likely no longer a farmable tract. Tide water from the Scuppernong River is overtaking the property on the northwest corner where the frontage on Hwy. 94 is located. There are no dikes or water control structures in place and drainage is an issue. Over 6000 linear feet of ditches on the property have not been maintained. The Real Property is not presently used in the Debtor's business operations and is not necessary to its continued business operations. The Debtor intends to set aside the net sale proceeds received from the closing on the Offer, and preserve such funds for use and application pursuant to its Plan of Reorganization. Upon information and belief, the Purchaser is not an insider of the Debtor. No other offers for the Real Property were received by the Debtor. The best interests of the Debtor, its creditors and the estate will be served by the allowance of the Motion. A copy of the Contract is available at https://tinyurl.com/29wdfa6b from PacerMonitor.com free of charge. About Southern Produce Southern Produce Distributors, Inc. -- http://southern-produce.com/ -- is a provider of sweet potatoes and peppers to markets across the US, Canada, UK and Europe. Southern Produce was founded in 1942 and is based in Faison, North Carolina. Southern Produce Distributors filed for bankruptcy protection (Bankr. E.D.N.C. Case No. 18-02010) on April 20, 2018. In the petition signed by Randy W. Swartz, president and CEO, the Debtor disclosed total assets of $27.12 million and total liabilities of $19.96 million. Gregory B. Crampton, Esq., of Nichols & Crampton, P.A., serves as counsel to the Debtor. Janvier Law Firm, PLLC, serves as special counsel. TECT AEROSPACE: Allowed to File Boeing-Wipro Agreement Under Seal ----------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized TECT Aerospace Group Holdings Inc. and affiliates to (i) file under seal the Boeing-Wipro Agreement, and (ii) provide an unredacted version of the Boeing-Wipro Agreement on a confidential basis to: (a) the Court; (b) the U.S. Trustee; (c) the counsel to the Committee; and (d) after consultation with the Consultation Parties, the Potential Bidders who execute an NDA, all as more fully set forth in the Motion to Seal. The Boeing-Wipro Agreement is in connection with the auction sale of their Everett, Washington assets. The Boeing-Wipro Agreement will remain under seal, and will not be made available to anyone, except that the Debtors will provide unredacted copies of the Boeing-Wipro Agreement on a confidential basis to the Court, the U.S. Trustee, counsel to the Committee, and after consultation with the Consultation Parties, Potential Bidders who execute an NDA. The terms and conditions of the Order will be immediately effective and enforceable upon its entry. The Debtors are authorized to take all action necessary to effectuate the relief granted in the Order. About TECT Aerospace TECT Aerospace Group Holdings, Inc., and its affiliates manufacture high precision components and assemblies for the aerospace industry, specializing in complex structural and mechanical assemblies, and, machined components for a variety of aerospace applications. TECT produces assemblies and parts used in flight controls, fuselage/interior structures, doors, wings, landing gear, and cockpits. TECT operates manufacturing facilities in Everett, Washington, and Park City and Wellington, Kansas and their corporate headquarters is located in Wichita, Kansas. TECT currently employs approximately 400 individuals nationwide. TECT and its affiliates are privately held companies owned by Glass Holdings, LLC and related Glass-owned or Glass controlled entities. TECT Aerospace Group Holdings, Inc., and six affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10670) on April 6, 2021. TECT Aerospace estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped RICHARDS, LAYTON & FINGER, P.A., as counsel; WINTER HARBOR, LLC, as restructuring advisor; and IMPERIAL CAPITAL, LLC, as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. The Boeing Company, as DIP Agent, is represented by: Alan D. Smith, Esq. Perkins Coie LLP E-mail: ADSmith@perkinscoie.com - and - Kenneth J. Enos, Esq. Young Conaway Stargatt & Taylor, LLP E-mail: kenos@ycst.com TECT AEROSPACE: Auction Sale of Everett Assets Set for June 14 -------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by TECT Aerospace Group Holdings Inc. and affiliates in connection with the auction sale of their Everett, Washington assets. The Debtors are authorized to enter into the Stalking Horse Agreement, subject to higher or better offers in accordance with the Bidding Procedures. The Bid Protections are approved in their entirety. The Break-up Fee and Expense Reimbursement will be payable in accordance with, and subject to, the terms of the Stalking Horse Agreement and the Bidding Procedures. The form of Sale Notice is approved. Within two business days after the date of the Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon the Sale Notice Parties. In addition to the mailing of the Sale Notice, within three business days after the date of entry of thes Order, or as soon as reasonably practicable thereafter, the Debtors will cause the information contained in the Sale Notice to be published once in the national edition of The Wall Street Journal and once in The Seattle Times. The salient terms of the Bidding Procedures are: a. Bid Deadline: June 10, 2021, at 4:00 p.m. (ET) b. Initial Bid: A consideration that, in the aggregate, exceeds that of the Stalking Horse Agreement by $1 million c. Deposit: 5% of the aggregate consideration provided d. Auction: In the event the Debtors receive, on or before the Bid Deadline, one or more Qualified Bids in addition to the Stalking Horse Bid, the Debtors will conduct a virtual Auction beginning at 10:00 a.m. (ET) on June 14, 2021, or at such other time and/or place or method as the Debtors, after consulting with the Consultation Parties, determines and provides notice of by filing a notice with the Court. e. Bid Increments: $100,000 f. Sale Hearing: June 24, 2021, at 11:00 a.m. (ET) g. Sale Objection Deadline: June 10, 2021, at 4:00 p.m. (ET) h. Closing: Three business days after entry of the Sale Order The Stalking Horse Bidder is a Qualified Bidder and the Stalking Horse Agreement is a Qualified Bid, as provided in the Bidding Procedures. Any party holding a perfected security interest in any of the Assets may seek to credit bid all, or a portion of, its claims for its respective collateral in accordance with section 363(k) of the Bankruptcy Code. The Assumption and Assignment Notice is approved, and no other or further notice of the Debtors' proposed Cure Costs with respect to Contracts listed on an Assumption and Assignment Notice is necessary or required. By no later than two business days after the date of entry of the Order, the Debtors will file with the Court, serve on the applicable Counterparties, and cause to be published on the Case Information Website, the Assumption and Assignment Notice. The Debtors will also serve with the Assumption and Assignment Notice the Stalking Horse Bidder's Adequate Assurance Information or access instructions therefor. Within five days after the closing of a Sale, the Debtors will file with the Court, serve on the applicable Counterparties, and cause to be published on the Case Information Website, a notice containing the list of Contracts that the Debtors assumed and assigned pursuant to the asset purchase agreement with the Successful Bidder. The Debtors and the Committee reserve their rights regarding the allocation of any Sale's purchase price among specific Assets. Notwithstanding anything to the contrary in the Order or the Bidding Procedures, and except as set forth in any agreement with Textron Aviation Inc., the Debtors will not disclose the information identified in paragraph 9 of the Objection to Potential Bidders. The Objection is resolved. Under the circumstances of the chapter 11 case, notice of the Motion is adequate under Bankruptcy Rule 6004(a). Notwithstanding the applicability of Bankruptcy Rules 6004(h), 6006(d), or other Bankruptcy Rules or Local Rules, the Order will be immediately effective and enforceable upon its entry and any stay of the Order is waived. A copy of the Bidding Procedures is available at https://tinyurl.com/2kbubxx7 from PacerMonitor.com free of charge. About TECT Aerospace TECT Aerospace Group Holdings, Inc., and its affiliates manufacture high precision components and assemblies for the aerospace industry, specializing in complex structural and mechanical assemblies, and, machined components for a variety of aerospace applications. TECT produces assemblies and parts used in flight controls, fuselage/interior structures, doors, wings, landing gear, and cockpits. TECT operates manufacturing facilities in Everett, Washington, and Park City and Wellington, Kansas and their corporate headquarters is located in Wichita, Kansas. TECT currently employs approximately 400 individuals nationwide. TECT and its affiliates are privately held companies owned by Glass Holdings, LLC and related Glass-owned or Glass controlled entities. TECT Aerospace Group Holdings, Inc., and six affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10670) on April 6, 2021. TECT Aerospace estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped RICHARDS, LAYTON & FINGER, P.A., as counsel; WINTER HARBOR, LLC, as restructuring advisor; and IMPERIAL CAPITAL, LLC, as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. The Boeing Company, as DIP Agent, is represented by: Alan D. Smith, Esq. Perkins Coie LLP E-mail: ADSmith@perkinscoie.com - and - Kenneth J. Enos, Esq. Young Conaway Stargatt & Taylor, LLP E-mail: kenos@ycst.com TECT AEROSPACE: Bidding Protocol Okay; June 10 Bid Deadline Set --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved bidding procedures for the sale of the assets related to the Everett, Washington manufacturing business of Tect Aerospace Group Holding Inc. and its debtor-affiliates. The sale will be free and clear of any and all pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon to the maximum extent permitted by Section 363 of the Bankruptcy Code. Interested bidders should contact by e-mail the Debtors' investment banker: Imperial Capital LLC Attn: Timothy O'Connor Tel: (310) 246-3794 Email: toconnor@imperialcapital.com The deadline to submit a qualified bid is on June 10, 2021, at 4:00 p.m. (Prevailing Eastern Time). The auction will begin at 10:00 a.m. (Prevailing Eastern Time) on June 14, 2021, and will be conducted virtually. A sale hearing will take place on June 24, 2021, at 11:00 a.m. (Prevailing Eastern Time). Objections to the sale, if any, must be filed no later than 4:00 p.m. (Prevailing Eastern Time) on June 10, 2021, and, objections to the auction, if any, must be filed on June 21, 2021, at 4:00 p.m. (Prevailing Eastern Time). About TECT Aerospace TECT Aerospace Group Holdings, Inc. and its affiliates manufacture high precision components and assemblies for the aerospace industry, specializing in complex structural and mechanical assemblies, and machined components for a variety of aerospace applications. TECT produces assemblies and parts used in flight controls, fuselage or interior structures, doors, wings, landing gear, and cockpits. TECT Aerospace Group Holdings operates manufacturing facilities in Everett, Wash., and Park City and Wellington, Kansas and their corporate headquarters is located in Wichita, Kan. TECT currently employs approximately 400 individuals nationwide. TECT and its affiliates are privately held companies owned by Glass Holdings, LLC and related Glass-owned or Glass controlled entities. On April 6, 2021, TECT Aerospace Group Holdings and six affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10670). TECT Aerospace Group Holdings estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Richards, Layton & Finger P.A. as legal counsel, Winter Harbor LLC as restructuring advisor, and Imperial Capital LLC as investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Boeing Company, as DIP agent, is represented by Alan D. Smith, Esq., at Perkins Coie LLP, and Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on April 20, 2021. The committee tapped Kilpatrick Townsend & Stockton, LLP and Womble Bond Dickinson (US) LLP as legal counsel, and Province, LLC as financial advisor. TECT AEROSPACE: June 7 Hearing on Bid Procedures for Kansas Assets ------------------------------------------------------------------ Judge Karen B. Owens of the U.S. Bankruptcy Court for the District of Delaware shortened the notice and objection periods with respect to the proposed bidding procedures in connection with the sale of the assets related to their two Kansas manufacturing facilities and headquarters. The hearing to consider the relief with respect to the Bidding Procedures and related relief requested in the Bidding Procedures Motion will be held on June 7, 2021, at 10:00 a.m. (ET). Objections, if any, to the relief with respect to the Bidding Procedures and related relief, must be filed by June 2, 2021, at 4:00 p.m. (ET). The Order will be immediately effective and enforceable upon its entry. The Debtors are authorized to take all action necessary to implement the relief granted in the Order. About TECT Aerospace TECT Aerospace Group Holdings, Inc., and its affiliates manufacture high precision components and assemblies for the aerospace industry, specializing in complex structural and mechanical assemblies, and, machined components for a variety of aerospace applications. TECT produces assemblies and parts used in flight controls, fuselage/interior structures, doors, wings, landing gear, and cockpits. TECT operates manufacturing facilities in Everett, Washington, and Park City and Wellington, Kansas and their corporate headquarters is located in Wichita, Kansas. TECT currently employs approximately 400 individuals nationwide. TECT and its affiliates are privately held companies owned by Glass Holdings, LLC and related Glass-owned or Glass controlled entities. TECT Aerospace Group Holdings, Inc., and six affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10670) on April 6, 2021. TECT Aerospace estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped RICHARDS, LAYTON & FINGER, P.A., as counsel; WINTER HARBOR, LLC, as restructuring advisor; and IMPERIAL CAPITAL, LLC, as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. The Boeing Company, as DIP Agent, is represented by: Alan D. Smith, Esq. Perkins Coie LLP E-mail: ADSmith@perkinscoie.com - and - Kenneth J. Enos, Esq. Young Conaway Stargatt & Taylor, LLP E-mail: kenos@ycst.com TEX-GAS HOLDINGS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Tex-Gas Holdings, LLC 1045 E. McKellips Road Mesa, AZ 85203 Chapter 11 Petition Date: June 1, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-80092 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: T. Josh Judd, Esq. ANDREWS MYERS, P.C. 1885 Saint James Place, 15th Floor Houston, TX 77056 Tel: 713-850-4200 E-mail: jjudd@andrewsmyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Elroy D. Fimrite, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BKKTKBA/Tex-Gas_Holdings_LLC__txsbke-21-80092__0001.0.pdf?mcid=tGE4TAMA TG SERENITY: Unsecureds be Paid Semi Annually Over 5 Years ---------------------------------------------------------- TG Serenity Wellness, LLC, filed a First Amended Plan. The source of payments will come primarily from the operation of the Reorganized Debtor's business. Additional funding may be provided through Grant Funds, Second PPP Loan Funds, some other loan or capital infusion. Under the Plan, OnDeck's Class 4 claim, Kalamata's Class 5 claim, General Unsecured claims in Class 6 will receive pro-rata distributions on allowed unsecured claims on semi-annual basis starting on Jan. 1, 2022, via 12 payments. The value of the property to be distributed to creditors with allowed unsecured claims under the Plan during the term of the Plan shall be equal to the Reorganized Debtor's Projected Disposable Income for that same period. Creditors holding Allowed Unsecured Claims will receive distributions out of the Reorganized Debtor's Projected Disposable Income on a semi-annual basis for a total of five years. Counsel for the Debtor: Dennis J. Shaffer WHITEFORD TAYLOR & PRESTON, LLP Seven Saint Paul Street, 15th Floor Baltimore, Maryland, 21202-1636 Phone: (410) 347-9437 Fax: (410) 223-4337 dshaffer@wtplaw A copy of the First Amended Plan is available at https://bit.ly/3vBthEI from PacerMonitor.com. About TG Serenity Wellness, LLC TG Serenity Wellness, LLC, an Owings Mills, Md.-based corporation, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-18801) on Sept. 28, 2020. TG Serenity Wellness president Tyrone Stephenson signed the petition. At the time of the filing, the Debtor had estimated assets of between $500,001 and $1 million and liabilities of the same range. Judge Nancy V. Alquist oversees the case. Whiteford, Taylor & Preston, LLP is the Debtor's legal counsel. THEOS FEDRO: Seeks to Hire NRT West as Real Estate Broker --------------------------------------------------------- Theos Fedro Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ NRT West, Inc. as its real estate broker. The firm will assist the Debtor with leasing all or a portion of its property located at 819 Ellis St., San Francisco, Calif. NRT West will receive a sliding scale commission based on rent payments charged, 5 percent of the total rent during years 1 to 3 of the lease, 4 percent of the rent payments for years 4 to 5 of the lease, and 3 percent for years 6 to 10 of the lease and any option period lease payments. As disclosed in court filings, NRT West neither holds nor represents any interest adverse to the estate. The firm can be reached through: Richard Gumbiner NRT West, Inc. dba Coldwell Banker Realty 1855 Gateway Blvd Ste 750, Concord, CA 94520 Phone: (925) 771-5273 About Theos Fedro Holdings Theos Fedro Holdings, LLC, a San Francisco, Calif.-based company that provides support services to the transportation industry, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-30202) on March 16, 2021. Philip Achilles, managing member, signed the petition. In its petition, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Dennis Montali oversees the case. The Law Offices of Stuppi & Stuppi serves as the Debtor's legal counsel. THUNDERBIRD GLOBAL: Seeks to Hire Hauf Law as Legal Counsel ----------------------------------------------------------- Thunderbird Global Development LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Hauf Law, PLC as its bankruptcy counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its Chapter 11 case; b. representing the Debtor in negotiations involving secured and unsecured creditors; c. representing the Debtor at hearings; e. preparing legal papers necessary to administer the case. The firm will be paid at these rates: Adam Hauf, Attorney $350 per hour Paralegals $120 to $180 per hour Adam Hauf, Esq., a member of Hauf Law, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Hauf Law can be reached at: Adam E. Hauf, Esq. Hauf Law, PLC 4225 W Glendale, Suite A104 Phoenix, AZ 85051 Tel: (623) 252-0742 Fax: (623) 321-2310 About Thunderbird Global Development Thunderbird Global Development, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-03962) on May 20, 2021. Christopher E. Banik, managing member, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge Paul Sala presides over the case. Hauf Law, PLC represents the Debtor as legal counsel. TRC FARMS: Bernals Buying Approx. 24-Acre Dover Property for $85K ----------------------------------------------------------------- TRC Farms, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a notice of proposed private sale of approximately 23.52 acres and all improvements constructed thereon located off Dover Fort Barnwell Road, Dover, Craven County, and more particularly described in that certain deed description located at Book 1741, Page 690, Tax Parcel 3-049-008, Craven County Registry, North Carolina, to Ever Alexander Bernal and Whitney Cain Bernal for a gross purchase price of $85,000, free and clear of liens. Objections, if any, must be filed within 14 days from the date of the notice. Among the assets owned by the Debtor as of the petition date were certain tracts of real estate and improvements identified as the Property. By way of a proposed Contract to Purchase, the Debtor seeks authority to sell its interest in the Property by private sale to the Purchasers, for the gross purchase price of $85,000. Per the Contract, the Purchasers will escrow the sum of $1,000 with The Jones Law Firm, PA. The Debtor seeks an order of the Court declaring that the sale of its Property be made free and clear of any and all liens, encumbrances, claims, rights, and other interest, including but not limited to the following: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known as Branch Banking and Trust Co.). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real property taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Properties, or which may be asserted against the buyer of the Property, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Property by the North Carolina Department of Revenue, the Internal Revenue Service, and any and all other taxing and government authorities. If any creditor claiming a lien or interest in the Property does not object within the time allowed, then that creditor will be deemed to have consented to the sale of the property free and clear of that creditor's interest. The proceeds of the sale will be subject to (i) estimated quarterly fees arising from the disposition of the sales proceeds, which will be held in reserve pending disbursement of the sale proceeds among secured creditors; and (ii) the terms and conditions of the Offer to Purchase and Contract. Net proceeds will be paid at closing to the holders of valid liens and security interests, in accordance with their respective priority. A copy of the Contract is available at https://tinyurl.com/2cfbs7jj from PacerMonitor.com free of charge. About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. VCLC HOLDINGS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of VCLC Holdings, LLC. About VCLC Holdings VCLC Holdings, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a property located at 14 Rosemary Ave., Alamo Heights, Texas, having an appraised value of $1.10 million. VCLC Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-50391) on April 6, 2021. At the time of the filing, the Debtor disclosed $1.1 million in assets and $960,000 in liabilities. Judge Craig A. Gargotta oversees the case. Morris E. White III, Esq., at Villa & White, LLP is the Debtor's legal counsel. VERTEX ENERGY: To Buy Shell Refinery for $75 Million ---------------------------------------------------- Vertex Energy, Inc. has entered into a definitive agreement to acquire the Mobile refinery located in Mobile, Alabama from Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Oil Company and Shell Chemical LP, subsidiaries of Royal Dutch Shell plc, for $75 million. The transaction is expected to close during the fourth quarter 2021, subject to regulatory clearance and various closing conditions. STRATEGIC RATIONALE * Transformational acquisition of flagship refining asset and marine terminal. Vertex will become the sole owner and operator of the Mobile refinery upon closing. The refinery, which has a long track record of safe, reliable operations and consistent financial performance, will become Vertex's flagship refining asset upon the close of the transaction, positioning the Company to become a pure-play producer of renewable and conventional products. * Highly attractive transaction economics, pro-forma for renewable diesel fuel project. Following the successful completion of a planned $85 million conversion of the Mobile refinery's hydrocracking unit by year-end 2022, Vertex anticipates that the refinery will have the potential to generate at least $3 billion in annual sales and $400 million of gross profit annually beginning in 2023, given current refining economics. * Pathway to recapitalize balance sheet. This transaction provides a pathway to materially improve Vertex's liquidity profile and reduce its weighted average cost of capital, over the medium-term. * Further supports energy transition toward low-carbon alternatives. The addition of renewable fuels production associated with the refinery will accelerate Vertex's strategic focus on "clean" refining. By year-end 2022, the Mobile refinery is expected to produce approximately 10,000 barrels per day (bpd) of renewable diesel fuel and renewable byproducts. By mid-year 2023, based on current projections, Vertex expects to increase renewable diesel production to 14,000 bpd. Upon completion of the planned renewable diesel project, Vertex will become one of the leading independent producers of renewable fuels in the southeastern United States. MANAGEMENT COMMENTARY "The acquisition of the Mobile refinery will be the largest, most significant transaction ever completed by Vertex, one that positions us to become a leading regional supplier of both renewable and conventional products," stated Benjamin P. Cowart, president and CEO of Vertex. "We will acquire an exceptional refining and logistics asset of scale, one equipped with significant feedstock optionality, together with a high-value, distillate-weighted product slate. As part of this transaction, Vertex will assume ownership of more than 3 million barrels of crude oil and product storage, together with other valuable logistics assets. Our vision for this site is that of diversification. We will seek to lead the southeast region in marketing next generation fuels and products that are not currently produced by the refinery today. Our entry into these new markets is expected to generate significant, long-term value for our shareholders, while adding new jobs and economic stimulus to the regional market." "Upon completion of the renewable diesel fuel project by year-end 2022, we anticipate the Mobile refinery will have the potential to generate at least $3 billion in revenue and $400 million of gross profit in the full-year 2023, given current project economics," continued Cowart. "Not only will this project fundamentally transform the profitability profile of the Mobile refinery, it also positions Vertex to further its objective of developing high-purity refined products and alternative feedstocks that support the global transition toward low-carbon energy alternatives." "I want to welcome the employees of the Mobile refinery to the Vertex family," continued Cowart. We look forward to building upon your cultural commitment to safety, regulatory compliance and operational excellence. I also want to thank our financial partners, all of whom who were integral in supporting the completion of this transaction, thereby positioning Vertex to embark on this next, exciting phase in the history of our company." "As part of this transaction, we plan to enter into a multi-year crude supply and product offtake agreements with several highly-respected counterparties, including Shell, who has been an exceptional partner throughout the sale process," stated Alvaro Ruiz, EVP of corporate development at Vertex. "We believe these agreements will position us to reduce our working capital requirements, while mitigating spot market risk on product sales. Upon closing, we expect to hedge a significant portion of the first-year production, reducing our near-term exposure to movements in refined product margins, as we focus on completing the planned asset conversion, which remains the most significant near-term economic driver resulting from this transaction." ASSET OVERVIEW The 91,000 barrel-per-day Mobile refinery is a strategically located asset, one capable of sourcing a flexible mix of cost-advantaged light-sweet domestic and international feedstocks. The Mobile refinery has the optionality to run as a stand-alone refinery and is also capable of producing base oils and chemicals feedstock. Approximately 70% of the refinery's current annual production is distillate, gasoline and jet fuel, with the remainder being vacuum gas oil, LPG and other products. The facility distributes its finished product across the southeastern United States through a high-capacity truck rack, together with deep and shallow water distribution points capable of supplying waterborne vessels. As part of the transaction, Vertex will acquire approximately 3.2 million barrels of product storage, inventory, logistics and distribution assets, together with more than 860 acres of developed and undeveloped land. Vertex expects to retain the approximately 200 employees currently engaged in the business being acquired. RENEWABLE DIESEL PROJECT Upon completion of the transaction, Vertex expects to initiate an $85 million capital project designed to modify the Mobile refinery's hydrocracking unit to produce renewable diesel fuel on a standalone basis. Upon completion of the project, which is expected to conclude by year-end 2022, the refinery will commence production of approximately 10,000 barrels per day of renewable diesel, increasing to 14,000 bpd by mid-year 2023, while continuing to supply conventional fuels to the regional market at current rates. Renewable diesel is a biofuel that can be produced from organic waste and vegetable oils. Renewable diesel is a sustainable, fungible replacement for petroleum-based diesel fuel. While California remains the primary market for domestically produced renewable diesel, given the economic benefits for its use under the state's Low Carbon Fuel Standard, other states are expected to follow suit, creating significant, incremental demand during the next decade. Once operable, the Mobile refinery's converted hydrocracking unit will be capable of processing a wide range of organic, pre-treated feedstocks, including soybean and corn oil, meat tallow and waste vegetable oils, among others. Vertex expects the average gross profit per barrel on its renewable diesel production will be significantly higher than that of the Mobile refinery's conventional fuels production, including the benefit of tax subsidies and carbon-reduction incentives. As this project involves the conversion of an existing, operating process unit, Vertex anticipates that both the capital cost and anticipated time-to-market will be significantly less than that of comparable greenfield conversion projects. FEEDSTOCK SUPPLY Vertex intends to enter into a crude oil supply agreement with Shell for an initial term of five years upon closing. Under the terms of the agreement, Shell will obtain all crude oil feedstock required by the Mobile refinery at a negotiated price to crude oil indices. Separately, Vertex expects to source renewable feedstock through a multi-year agreement with Synergy Supply and Trading, a subsidiary of Bunker Holding Group, and potentially from the Company's planned Myrtle Grove pretreatment facility in Belle Chasse, LA. PRODUCT DISTRIBUTION Vertex intends to enter into a multi-year product off-take agreement with Shell, while continuing to supply Bunker Holding under an existing 10-year agreement. Under the agreements, Shell and Bunker One will purchase 100% of the Mobile refinery's conventional fuels production. Concurrent with this arrangement, Vertex will enter into a separate, long-term agreement under which Idemitsu Apollo Corporation, a wholly-owned California-based subsidiary of Idemitsu Kosan, will purchase 100% of the Mobile refinery's renewable diesel fuel production. The sale of all conventional and unconventional fuels will be priced against spot market index prices. TRANSACTION FUNDING Vertex expects to fund this transaction and the related renewable diesel capital project through a $125 million debt facility and cash generated through potential asset divestitures, with the balance coming through the sale of common equity, if required. At closing, Vertex will acquire the Mobile refinery's existing hydrocarbon inventory through funding provided by Bunker One. The hydrocarbon inventory will be valued at closing based on actual volumes and prevailing market prices. ADVISORS Vertex engaged Donovan Ventures as investment banking counsel and Vallum Advisors as financial communications counsel on the transaction. About Vertex Energy Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty refiner of alternative feedstocks and marketer of high-purity petroleum products. Vertex is one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydro-processing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of Group II+ and Group III Base Oils to the lubricant manufacturing industry throughout North America. Vertex Energy reported a net loss attributable to the company of $12.04 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the company of $5.05 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $122.10 million in total assets, $60.81 million in total liabilities, $55.37 million in total temporary equity, and $5.92 million in total equity. VIDEO DISPLAY: Posts $812K Net Income in FY Ended Feb. 28 --------------------------------------------------------- Video Display Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $812,000 on $12.54 million of net sales for the year ended Feb. 28, 2021, compared to a net loss of $1.21 million on $10.60 million of net sales for the year ended Feb. 29, 2020. As of Feb. 28, 2021, the Company had $9.90 million in total assets, $5.63 million in total liabilities, and $4.27 million in total shareholders' equity. Peachtree Corners, Georgia-based Hancock Askew & Co., LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 28, 2021, citing that the Company has historically reported net losses or breakeven results along with reporting low levels of working capital. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/758743/000119312521176304/d51367d10k.htm About Video Display Headquartered in Cocoa, Florida, Video Display Corporation manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, medical, and simulation display solutions. WAGGONER CATTLE: Trustee May Disburse Litigation Proceeds --------------------------------------------------------- Bankruptcy Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized Todd J. Johnston, the Trustee of the Litigation Trust that was established under Waggoner Cattle, LLC, et al.'s confirmed Chapter 11 plan, to disburse recovered litigation proceeds to allowed general unsecured creditors. Johnston says the disbursement should be made solely to general unsecured creditors; he requests that the Court so construe the Litigation Trust Agreement that governs the trust. The Debtors oppose the Trustee's proposal, arguing the Trustee's construction of the Litigation Trust Agreement is wrong. The Debtors interpret the Litigation Trust Agreement to provide that litigation proceeds should be disbursed to all unsecured creditors, which would include not only general unsecured creditors but also unsecured priority creditors. Waggoner Cattle, LLC, et al. are in the cattle business -- both a dairy calf and a beef calf operation. The Court confirmed the Debtors' Chapter 11 plan of reorganization on August 5, 2019. The plan provides for the Debtors' continued operations and for payments to creditors in a way that satisfies the requirements of the Bankruptcy Code. The plan proposes to pay secured creditors, priority creditors, and administrative claimants in full, with general unsecured creditors paid a total of 5% of their allowed claims over ten years. As part of the plan, the Debtors addressed multiple lawsuits that were pending at the time the cases were filed. They settled major pending actions brought by Lone Star State Bank of West Texas and Rabo AgriFinance, LLC f/k/a Rabo AgriFinance, Inc. Lone Star and Rabo are opposing parties in an action still pending before the Court. The other major pending suit, and the one of significance here, was the Debtors' action against their prior accounting firm, Moseley & Riddle, LLP. This suit was retained by the Debtors under the plan. Under the plan, the Debtors created a litigation trust with a litigation trustee to "consider and possibly prosecute" the claim against the accounting firm. The litigation trust and the litigation trustee are governed by the Litigation Trust Agreement. Johnston was appointed to serve as the Litigation Trustee after the plan was confirmed, and the Litigation Trust Agreement was approved by the Court. A copy of the Court's May 19, 2021 Memorandum Opinion is available at https://bit.ly/3yP12ER from Leagle.com. About Waggoner Cattle Waggoner Cattle, et al., are privately-held companies in Dimmitt, Texas, engaged in cattle ranching and farming. Circle W of Dimmitt, Inc., is the operating arm for Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC, and it is managing the financial affairs of those companies. Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to 18-20129) simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on April 9, 2018. In the petitions signed by Michael Quint Waggoner, managing member the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. YC ATLANTA: Will Have Examiner, Trustee & Conversion Bids Nixed --------------------------------------------------------------- Bankruptcy Judge Barbara Ellis-Monro denied separate requests of Access Point Financial, LLC and the United States Trustee for appointment of a Chapter 11 Trustee or, in the alternative, conversion of YC Atlanta Hotel, LLC's Chapter 11 case to a Chapter 7 liquidation. Instead, the Court directed the UST to appoint an examiner. APF argues that the estate is experiencing a substantial or continuing loss, as the Debtor has yet to make a substantial profit and is operating with a negative net income such that it is unlikely the Debtor would be able to fund a Chapter 11 case. The Debtor's hotel property is significantly underwater with continued renovations required to meet the franchisor's standards, and while the Debtor is sure that the hotel economy is turning around, APF argues the Debtor should not be allowed to gamble at the expense of creditors. APF also pointed to intercompany transfers that lack sufficient documentation. The UST argues that mismanagement pervades this case because there is no clear management or supervision of the Debtor's operations and no one is in charge such that the case should be converted. The Small Business Administration attended each day of the hearing and supported the requests. The Debtor was formed in 2019. Its members are Balbir Gosal and Baldev Johal as Managers. The Debtor is wholly owned by YC Fernley Hotel, LLC, which is owned by the Managers and Ranjit Johal, Baldev Johal's brother. The Managers, R. Johal and Lakhvir Sodhi -- Core Group -- in various arrangements of the individuals and through several different entities, own 12 to 14 hotels. Many of the hotels are owned by single asset LLCs and comprise the YC group of entities. The Kishan Group -- TKG -- which is owned by R. Johal, his wife Berinda and Ms. Sodhi, who is Gosal's partner, also owns two hotels. The Core Group has been in the hotel business for approximately 20 years, with TKG having been formed in 2002. The Debtor bought the property located at 1418 Virginia Ave., College Park, GA 30337 on November 15, 2019. The purchase price for the Property, which at the time was branded as the Red Lion Hotel(R), was financed largely by two loans from APF in the amounts of $9,236,000 for the Property and $2,200,000 for furniture, fixtures and equipment as well as a PIP renovation in conjunction with changing the brand of the hotel to a Clarion Hotel(R), a Choice Hotel(R) franchise. The Managers also paid $3,600,000 toward the purchase price in large part by way of: (1) a 1041 exchange in which YC Fernley sold its only asset -- raw land in Nevada, and (2) transfers into the Debtor by YC Rivergold and YC Pemberly in the amounts of $735,000 and $300,000 respectively. B. Johal, who provides the financial analysis regarding properties to purchase, has testified that the Property generated revenue of $400,000 a month year over year and that it was, in his estimation, a very good investment. The Property's yearly revenue prior to purchase and prior to the COVID-19 pandemic was approximately $4.7 million. Among others, the Managers have testified that, given the very short high season in Alaska and out of concern for employees and the potential for the YC Fairbanks hotel to shut down completely, they chose to transfer funds from the Debtor to YC Fairbanks. The transfers were not memorialized by any contract, note, or payable instrument. There is no documented repayment plan, interest rate, or obligation for YC Fairbanks to repay the Debtor. The Managers testified they were operating in an unprecedented time, they did what they thought had to be done to save a hotel that was crucial to the functioning of all the Enterprise Entities and B. Gosal at any rate, would do it again if necessary. The Managers believed they made the best decision with the information they had at the time. Judge Barbara Ellis-Monro said she acknowledges the concerns of APF, the UST and the SBA and agrees that a further review of intercompany transfers and potential amounts owed to the Debtor by the Enterprise Entities is necessary as is additional review of the tasks performed by Ms. Sodhi, and the accuracy of the Debtor's accounting. The Court believes this additional oversight is necessary to obtain a clear and objective view of intercompany transactions as well as an objective view of the day-to-day management of the Debtor as there have been instances of lack of communication or miscommunication during this case. Therefore, the Court concludes that appointment of an examiner is appropriate at this stage of the case to conduct an investigation. The Examiner is directed to file a report within 30 days of appointment as to actions taken, findings resulting from those actions, and any recommendation for future actions of the Examiner. The Court said the Examiner shall have the standing of a "party-in-interest" with respect to the matters that are within the scope of its duties and shall be entitled to appear and be heard at any and all hearings in this case and is authorized to file any motion it determines is necessary to protect the interests of creditors, equity security holders or the assets of the estate. The Examiner may retain professionals, who shall be compensated upon appropriate application in accordance with 11 U.S.C. sections 330 and 331. A copy of the Court's May 19, 2021 Order is available at https://bit.ly/3wNTTCN from Leagle.com. About YC Atlanta Hotel LLC YC Atlanta Hotel, LLC, a hotel owner and operator in College Park, Ga., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-50964) on Feb. 3, 2021. Baldev Johal, managing member, signed the petition. At the time of the filing, the Debtor had estimated assets of between $1,000,001 and $10,000,000 and liabilities of between $10,000,001 and $50,000,000. David L. Bury, Jr., Esq., at Stone & Baxer, LLP is the Debtor's legal counsel. Buckhead Advisory Group, Ltd., has been hired as appraiser. GGG Partners, LLC has been hired as its financial advisor. YUNHONG CTI: Regains Compliance With Nasdaq Listing Rule -------------------------------------------------------- Yunhong CTI Ltd. received a notice from Nasdaq confirming that, based on the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2021, filed on May 24, 2021, reporting stockholders' equity of $3,823,035, Nasdaq has determined that the Company is in compliance with the Listing Rule, and that Nasdaq considers the matter closed. In December 2020, the Company received a notice of failure to satisfy a continued listing standard from Nasdaq under Listing Rule 5550(b)(1). The Noncompliance Notice indicated that the Company failed to meet the minimum equity standard of $2,500,000, since the Company's Form 10-Q for the period ended Sept. 30, 2020 disclosed shareholders' equity of $1,733,013. The Company had 45 days to submit a plan to regain compliance and timely submitted its plan, resulting in Nasdaq granting up to 180 calendar days from the date of the Noncompliance Notice to evidence compliance and to avoid the eventual de-listing of the Company's common stock, ticker symbol "CTIB", from Nasdaq. About Yunhong CTI Lake Barrington, Illinois-based Yunhong CTI Ltd. -- www.ctiindustries.com -- develops, produces, distributes and sells a number of consumer products throughout the United States and in over 30 other countries, and it produces film products for commercial and industrial uses in the United States. Many of the Company's products utilize flexible films and, for a number of years, it has been a leading developer of innovative products which employ flexible films including novelty balloons, pouches and films for commercial packaging applications. Yunhong CTI reported a net loss of $4.25 million for the 12 months ended Dec. 31, 2020, compared to a net loss of $8.07 million for the 12 months ended Dec. 31, 2019. As of March 31, 2021, the Company had $23.55 million in total assets, $19.72 million in total liabilities, and $3.82 million in total shareholders' equity. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. In addition, the Company is in violation of certain covenants agreed to with PNC Bank which if not resolved could result in PNC Bank initiating liquidation proceedings. This raises substantial doubt about the Company's ability to continue as a going concern. ZEIGANGEL VENTURES: Seeks to Hire Schwartz Law as Legal Counsel --------------------------------------------------------------- Zeigangel Ventures LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Schwartz Law, PLLC as its legal counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management and operation of its business and property; b. attending meetings and negotiating with representatives of creditors and other parties in interest and advising the Debtor on the conduct of its Chapter 11 case; c. taking all necessary actions to protect and preserve the Debtor's bankruptcy estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; d. preparing legal papers; e. negotiating and preparing a plan of reorganization, disclosure statement and all related documents and taking any necessary actions to obtain confirmation of such plan; f. advising the Debtor in connection with any sale of its assets; g. appearing before the bankruptcy court, any appellate courts and the U.S. trustee; and h. other legal services necessary to administer the case. The firm will be paid at these rates: Attorneys $295 - $825 per hour Paraprofessionals $195 - $225 per hour Samuel Schwartz, Esq., a principal at Schwartz Law, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Samuel A. Schwartz, Esq. Schwartz Law, PLLC 601 East Bridger Avenue Las Vegas, NV 89101 Tel: 702-385-5544 Fax: 702-385-2741 Email: saschwartz@nvfirm.com About Zeigangel Ventures Zeigangel Ventures LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-12539) on May 17, 2021. Woodrow Lin, managing member of Zeigangel Ventures, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge August B. Landis oversees the case. Schwartz Law, PLLC serves as the Debtor's legal counsel. ********* 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. 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