/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160622.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 22, 2016, Vol. 20, No. 174 Headlines 1263 INVESTORS: Sells Oakdale, CA Property for $435K 1601 W. SUNNYSIDE: Taps Venture REI as Real Estate Broker 5 STAR INVESTMENT: Trustee Selling Indiana Property for $410K 77-79 RIVINGTON: Court Denies Request to Hire Maltz Auctions 8110 AERO DRIVE: Taps FPCA Associates to Manage Hotel ALTERNATIVES LIVING: Gilmore to Auction Real Property ALTERNATIVES LIVING: Sets Bid Procedures for New Orleans Property AMERICAN SPECTRUM: Selling San Antonio Properties for $10.2M AMERICAN SPECTRUM: Taps Lynn Pinker as Special Counsel APOLLO PRESS: Amends Employment of Harry Jernigan as Counsel ATK OILFIELD: Sale to Ritchie Bros. Okayed by U.S. Judge BBEAUTIFUL LLC: Hires Michael Jay Berger as Bankruptcy Counsel BENCH AND BAR: Taps Dawn I. Hunter as Accountant, Bookkeeper BFN OPERATIONS: Asks Court Approval to Pay $4.7M Vendor Claims BFN OPERATIONS: Offers to Sell Assets at July 25 Auction BFN OPERATIONS: Taps CDG Group as Financial Advisor BFN OPERATIONS: Wants 30-Day Extension to File Schedules BIRMINGHAM COAL: Selling 4 Ford Trucks for $48K BLACK ELK ENERGY: Taps Ryan LLC as Tax Research Consultant BMR HOLDINGS: Taps M.O. Moore as Financial Advisor BONNIE & CLYDE'S: Mero North Buying Personalty for $218K CALVIN L. RAUP: Disclosures Approved; Plan Hearing on Aug. 4 CANDICE RADIX: Hearing on Brooklyn Property Sale on June 22 CAPITAL INVESTMENTS: Sells Virginia and Maryland Real Properties CONN'S INC: Faces Customer Credit Issues, Energy Exposure CUZCO DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors DBDFW3 LLC: Plan Outline Approved, Confirmation Hearing on Aug. 2 DELPHI AUTOMOTIVE: Firing on All Cylinders DEX MEDIA: Authorized to Assume Restructuring Support Agreement DEX MEDIA: Court Sets July 7 as General Bar Date DONALD GAUBE: Selling LLC Membership Interest for $4,264 ELIZABETH ARDEN: Moody's Puts Caa1 CFR on Review for Upgrade EMR ELECTRIC: Hires Ransleben Senterfitt as Accountant EMR ELECTRIC: Taps Porter Rogers as Special Counsel EMR ELECTRIC: Taps William B. Kingman as Legal Counsel EN BUENAS MANOS: Plan Proposes 100% Distribution to Unsecureds FEDERAL-MOGUL: Icahn Increases Offer for Minority Stake FPMI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors GLASIR MEDICAL: Taps JD Webb as Consultant on FDA Issues HARKAND GULF: Chapter 15 Case Summary HECK INDUSTRIES: Hires Faulk & Winkler as Accountant HOANA MEDICAL: Taps McCorriston as Special Counsel JTS LLC: Revised Plan Still Favors Gaedes, Creditors Lament KOMODIDAD DISTRIBUTORS: Wants Substantive Consolidation of Cases KRAZE INTERNATIONAL: Voluntary Chapter 11 Case Summary LARRY KUSH: To Sell Condo to Fund Exit Plan LIFE PARTNERS: Vida Capital Files Third Amended Plan LIGHTSTREAM RESOURCES: Deferred $32.1M Payment on 2nd Lien Notes M SPACE: June 23 Hearing on Use of Cash Collateral MIDSTATES PETROLEUM: Committee Hires Squire Patton as Counsel MIDSTATES PETROLEUM: Court Approves Stipulation Modifying Cash Use MIDSTATES PETROLEUM: Panel Hires Conway Mackenzie as E&P Advisor MIDSTATES PETROLEUM: Requires Creditors to File Claims by July 22 PARAGON OFFSHORE: Needs Until August 12 to Decide on Leases PICO HOLDINGS: Bloggers Wonder about Fate of PICOGate REPUBLIC AIRWAYS: Asks Until Sept. 22 to Decide on Leases REPUBLIC AIRWAYS: Seeks Approval to Pay $1.56-Mil. in Bonuses REPUBLIC AIRWAYS: Seeks Approval to Renew $7.3MM L/Cs REVEL AC: Owner Balks at Getting Casino License ROADRUNNER ENTERPRISES: Seeks to Sell C-Store, Campground for $625K SAAB CARS: Trademark Consigned to Scrap Yard SHEEHAN PIPE LINE: Cash Use Through July 22 Approved SKAGIT GARDENS: Has Interim Nod to Use Cash Until July 15 SPORTS AUTHORITY: Selling Store No. 444 Property for $5-Mil. SPORTS AUTHORITY: Selling Store No. 482 Lease for $2.5-Mil. SPORTS AUTHORITY: Sports Direct, Modell's Discuss Joint Bid STEVE MURPHY: Hearing Today on $10MM Sale of LLC Interests STONE ENERGY: To Make $29M Interest Payment on Senior Notes SUNEDISON INC: Has Final Court OK to Obtain $300MM in DIP Loans SYMPHONIC HOLDINGS: To Auction Off Smithtown, NY Property TOYS R US: To Refinance 89% of 2017, 2018 Notes UCI INTERNATIONAL: Has Interim Approval to Use Cash Collateral UCI INTERNATIONAL: Schedules Deadline Extended to Aug. 1 ULTRA PETROLEUM: U.S. Trustee Balks at KEIP Plan Approval VERSO CORP: Modifies Third Amended Bankruptcy Plan VISIUM ASSET MANAGEMENT: To Sell Funds After Insider Trading Charge WATERBURY REALTY: Voluntary Chapter 11 Case Summary WILLARD BLANKENSHIP: Unsecureds to Recoup 35.1% Under Plan WILLIAM LINDSEY: Caldwell Has $165,000 Contract to Buy Property ********* 1263 INVESTORS: Sells Oakdale, CA Property for $435K ---------------------------------------------------- 1263 Investors, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California, Modesto Division, for the entry of an order approving the sale of real property of the estate commonly known as 7318 Crane Road, Oakdale, CA ("APN 063-26-04") to Nationstar Mortgage for $435,000. The Debtor came to own the Property as a foreclosing junior lien holder. The land in question is approximately a single family residence located on approximately 5.18 acres located within the City of Oakdale, California. The Debtor is aware of two liens secured by the property. These are: a. The first priority secured claim of Nationstar Mortgage in the approximate amount of $597,221. This lien was originally recorded on Sept. 24, 2004 in the amount of $480,000. b. The second priority secured claim of Bank of New York Mellon in the approximate amount of $120,000. This lien was originally recorded on October 13, 2004. The Debtor is informed and believes that this loan is currently serviced by Di Tech. The Debtor has marketed the property for approximately 60 days since obtaining approval of the employment of realtor on Feb. 4, 2016. The Debtor anticipates obtaining the consent of both secured parties prior to the hearing on the proposed sale. It had previously obtained the consent of Nationstar to a "short sale" however the various clouds on title created by the prior owner of the property required a quiet title action in Stanislaus County Superior Court. That proceeding was successfully concluded just prior to the filing of the current case. A recent appraisal of the real property conducted by Shane Rivers of High Sierra Real Estate Services and dated Dec. 29, 2015 arrived at a value of $486,500. 1263 Investors, LLC, is represented by: Stephen M. Reynolds REYNOLDS LAW CORP 424 Second Street, Suite A Davis, CA 95616 Telephone: (530) 297 5030 Facsimile: (530) 297 5077 E-mail: sreynolds@lr-law.net About 1263 Investors 1263 Investors, LLC sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 16-90002) on Jan. 6, 2016. The Debtor estimated both assets and liabilities in the range of $500,000 to $1 million. Stephen M. Reynolds at Reynolds Law Corp. serves as counsel to the Debtor. The petition was signed by Daniel J. Shaw, the company manager. 1601 W. SUNNYSIDE: Taps Venture REI as Real Estate Broker --------------------------------------------------------- 1601 W. Sunnyside Drive #106, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Dan Noma, Jr. of Venture REI, LLC. The Debtor proposes to hire a broker to market and sell its real property located at 3500 N. Hayden Road, Unit 1709, Scottsdale, Arizona. The services to be provided by the broker include giving advice about a potential sale of the real property; assembling information for potential buyers to evaluate the property; assisting in negotiating the sales price; and presenting all offers for the review and approval of the Debtor. Mr. Noma will receive a commission of 5% of the gross sales price for any sale consummated. In a court filing, Mr. Noma disclosed that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Mr. Noma's contact information is: Dan Noma, Jr. 542 W. Chandler Boulevard Chandler, AZ 85225 The Debtor can be reached through its counsel: Randal J. French Randal J. French, P.C. Post Office Box 836 Boise, Idaho 83701 Telephone (208) 859-6881 Email: rfrench@rfrenchlaw.com About 1601 W. Sunnyside 1601 W. Sunnyside Drive #106, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 15-40587) on June 15, 2015. 5 STAR INVESTMENT: Trustee Selling Indiana Property for $410K ------------------------------------------------------------- Douglas R. Adelsperger, as Trustee of 5 Star Investment Group, LLC and its affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to approve the sale of real estate located in St. Joseph County, IN, commonly known as 3131 North Grape Road, Mishawaka, IN, and all tangible property located at such real estate to 1st Seniors, LLC, for $410,000. The purchase price of $410,000 includes any items of furniture, machinery, equipment or other tangible personal property which are now or hereafter located on the real estate or any improvement thereon, including but not limited to an electronic messaging center signage manufactured by Watchfire, and installed by Burkhart Advertising, including all software. Tangible property does not include leased copiers or printers or any other leased equipment or personal property that may be located on the real estate. The Trustee has attempted to fully investigate the marketability and value of the real estate and tangible property, and, in his business judgment, believes that the proposed private sale to the purchaser represents the best way to obtain the highest and best offer attainable for the sale of the real estate and tangible property. The 2014/2015 tax assessed value for the real estate is approximately $298,500. Douglas R. Adelsperger is represented by: Deborah J. Caruso John C. Hoard James E. Rossow, Jr. Meredith R. Theisen RUBIN & LEVIN, P.C. 135 N. Pennsylvania Street, Suite 1400 Indianapolis, Indiana 46204 Telephone: (317) 634-0300 Facsimile: (317) 263-9411 E-mail: dcaruso@rubin-levin.net johnh@rubin-levin.net jim@rubin-levin.net mtheisen@rubin-levin.net About 5 Star Investment Group 5 Star Investment Group, LLC, and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code on Jan. 25, 2016 (Bankr. N.D. Ind. Lead Case No. 16-30078). 5 Star estimated its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The Debtor's counsel is Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. 77-79 RIVINGTON: Court Denies Request to Hire Maltz Auctions ------------------------------------------------------------ The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York has denied 77-79 Rivington Street Realty LLC's request to hire Maltz Auctions, Inc., dba Maltz Auctions to market and sell through a public auction sale, the Debtor's real property located at 77-79 Rivington Street, New York, New York. The Debtor intends to sell the property to the bidders tendering the highest or best offer, free and clear of all liens, taxes, claims, and non-permitted encumbrances. Signature Bank and BNH Rivington LLC, the Debtor's secured creditor, objected to Maltz Auctions' employment. According to Judge Chapman, the Debtor's application is denied "for the reasons set forth in the objection filed by BNH and on the entirety of the record of this case." The Debtor's principal asset consists of two parcels of contiguous real property located at 77-79 Rivington Street, New York, which is utilized for mixed residential and commercial leasing plus a vacant lot. The Property is now being marketed for sale on a coordinated basis with BNH Rivington, as contemplated by the bidding procedures court order dated March 16, 2016. In recent weeks, the Debtor was working with Eastern Consolidated pursuant to a proposed Order filed on April 19, 2016, which was never formally entered. In any event, the listing agreement with Eastern Consolidated expired on May 16, 2016. Maltz Auctions was appointed the broker in connection with the sale of the adjoining DAB property and ran a successful and well-attended auction last month. To better market the Property, the Debtor sought to also retain Maltz Auctions to conduct the public auction in this case. BNH Rivington agreed that Maltz Auctions should be retained to conduct the public auction. However, the Debtor and BNH Rivington differ as to the precise date of the Public Auction as between June 30, 2016, and July 18, 2016. The Debtor believes that the Public Auction should be as well-publicized as possible. A date in mid-July will give Maltz Auctions approximately 30 days to prepare for the auction. Additionally, the proposed July 18 auction date will also enable the undersigned to be present and available at the Public Auction, as the Debtor's bankruptcy counsel, Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, is scheduled to be overseas during the period June 27 through July 9. BNH Rivington requests that the Public Auction be conducted on June 30, 2016. An earlier proposed sale date was extended to June 20, 2016, in contemplation of obtaining an acceptable stalking horse contract. Mr. Nash said that without a stalking horse buyer, the June 20, 2016, is no longer practical. While the Debtor understands BNH Rivington is anxious to proceed quickly, the public auction should not be rushed and there is no prejudice in a few weeks extra time. The Debtor has agreed that Maltz Auctions' compensation will be in the form of a "Buyer's Premium" equal to 3% of the sale price, which may include payment of a co-broker fee of 0.5% to a licensed real estate co-broker under certain circumstances. To the best of the Debtor's knowledge, Maltz Auctions is disinterested within the meaning of Bankruptcy Code. Maltz Auctions can be reached at: Maltz Auctions, Inc. dba Maltz Auctions 39 Windsor Place Central Islip, NY 11722 Tel: (516) 349-7022 Fax: (516) 349-0105 E-mail: info@MaltzAuctions.com Headquartered in Valley Stream, New York, 77-79 Rivington Street Realty LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-10339) on Feb. 18, 2014, listing $7 million in total assets and $8.7 million in total liabilities. Judge Shelley C. Chapman presides over the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's bankruptcy counsel. 8110 AERO DRIVE: Taps FPCA Associates to Manage Hotel ----------------------------------------------------- 8110 Aero Drive Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire FPCA Associates, LLC to manage its hotel in San Diego California. The Debtor tapped the firm to: (a) train, supervise, employ and dismiss on-site staff for the operation of the hotel; (b) develop and implement advertising, marketing, promotion, publicity and other similar programs for the hotel; (c) negotiate and enter into leases, licenses and concession agreements for office space and lobby space at the hotel, collect the rent under such leases, and enter into contracts for the provision of services to the hotel; . (d) apply for, process and take all necessary steps to procure and keep in effect in Debtor's name all licenses and permits required for the operation of the hotel; (e) purchase all furniture, fixtures, equipment and supplies necessary for the operation of the hotel; (f) provide routine accounting and purchasing services as required in the ordinary course of business; (g) maintain the hotel in a good state of repair; (h) represent the Debtor in connection with the making of any capital improvements to the hotel or in connection with its renovation, and enter into agreements for architectural, engineering, testing, consulting and construction services. FPCA will receive 2% of the total gross revenues and an accounting fee of $1,250 a month as compensation. The proposed employment of FPCA is for two-year term and may be terminated by either party or upon the conversion of the Debtor's Chapter 11 case, according to court filings. The Debtor is requesting a June 23 hearing on its bid to employ the firm. Jeffrey Kolessar, Senior Vice-President of Development for GF Management, an FPCA subsidiary, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. FPCA can be reached through: Jeffrey Kolessar FPCA Associates, LLC 8 Penn Center, 23rd Floor 1628 JFK Boulevard Philadelphia, PA 19103 Tel: (215) 972-2222 About 8110 Aero Drive 8110 Aero Drive Holdings, LLC, based in San Diego, California, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 16-03135) on May 25, 2016. The Hon. Margaret M. Mann presides over the case. William M. Rathbone, Esq., at Gordon & Rees LLP, as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Luz Burni, authorized representative. ALTERNATIVES LIVING: Gilmore to Auction Real Property ----------------------------------------------------- Alternatives Living, Inc., asks the U.S. Bankruptcy Court for the District of Louisiana for the entry of an order authorizing (i) the public auction of its vacant land referred to as 303 Morrison Rd., New Orleans, LA, and (ii) the employment of Gilmore Auction & Realty Co. to conduct the auction. The Debtor submits that sound business reasons justify the sale of the property. The property is not necessary for continued operations or an effective reorganization and proceeds from sale will reduce ongoing debt service obligations, which will benefit the Debtor's estate by, among other things, increasing net revenue distributed to creditors under the plan. The need to retain Gilmore Auction as auctioneer for the Debtor is of paramount importance, as the sale of the property will benefit the estate. The services of Gilmore Auction, with its experience and qualifications in providing such services to its clients, are appropriate and necessary to assist the Debtor. Pursuant to the auction proposal, Gilmore proposes to deliver an unconditional, all cash offer, with a 10 percent non-refundable deposit, with an Act of Sale within 30 days subject to court approval. The property will be offered in "as is" condition, without warranty as to property condition or title. The buyer will rely on the Debtor providing an insurable, merchantable title, but the buyer shall be responsible for title policy and closing costs. The Debtor will be responsible for customary seller closing costs. Furthermore, all expenses of conducting the sale, including advertising and promotional costs, are to be paid by the auctioneer, subject to reimbursement upon sale of the property. Gilmore Auction agrees to sell the Property at public auction, for which it will receive a fee for the sale made in an amount equal to ten percent of the final bid on the property. The auctioneer's fee will be paid by the buyer on the high bid and included in the total contract price. Furthermore, the funds from the auctioneer's fee will be used to reimburse Gilmore Auction for advanced advertising and promotional costs or to pay a co-operating buyer's broker a two percent fee will be paid to a co-operating broker representing a winning bidder; however, per the auction proposal, if a co-operating broker is not involved with the sale, then the advanced promotional marketing fee will be reimbursed from that fee portion. Therefore, the actual commission earned by Gilmore Auction will be less than 10 percent once the co-operating broker's sales commission and the advanced advertising and promotional costs have been deducted. Furthermore, the auction proposal clearly states that the auctioneer's commission would depend on Gilmore Auction's risk/reward evaluation of achieving the Debtor's goals, the amount of liens that must be paid, the final reserve price and in amount of advance promotion the Debtor will approve. The Debtor believes that such fees are reasonable and fair. Alternatives Living, Inc., is represented by: Leo D. Congeni 424 Gravier Street New Orleans, LA 70130 Telephone: 504-522-4848 Facsimile: 504-581-4962 E-mail: leo@congenilawfirm.com About Alternatives Living Alternatives Living, Inc., based in New Orleans, Louisiana, filed for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 15-12308) on Sept. 9, 2015. The Hon. Elizabeth W. Magner presides over the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as the Debtor's counsel. Alternatives Living estimated assets in the range $500,000 to $1 million; and $1 million to $10 million in debt. The petition was signed by Rickey Roberson, the CFO. ALTERNATIVES LIVING: Sets Bid Procedures for New Orleans Property ----------------------------------------------------------------- Alternatives Living, Inc., asks the U.S. Bankruptcy Court for the District of Louisiana to approve the sale of an office building and lot, referred to as 4219 Magnolia Street, New Orleans, LA, to First Bank and Trust ("FBT") for $550,000, subject to overbid, pursuant to 11 U.S.C. Sec. 363. FBT has agreed to purchase the Property for a credit bid of $550,000, on an "as is, where is" basis without any warranty. The sale of the Property will be subject to a lease-back which would grant the Debtor the exclusive right of use of the Property through Oct. 31, 2016. The Debtor requests that the Court set a sale hearing date for purposes of conducting an auction of the Property to be conducted by Judge Elizabeth W. Magner at the United States Bankruptcy Court for the Eastern District of Louisiana, Courtroom B-709. The Orleans Parish Assessor's Office values the Property at $525,000. First Bank and Trust contends that the value of the Property is $595,000 (see Proof of Claim No. 6). On May 24, 2016, the Debtor filed its Third Amended Plan of Reorganization. Payments and distributions to creditors under the Plan will be funded from net revenue derived from Debtor's continued operations, proceeds of Causes of Action, if any, and proceeds from the sale of real estate, including the Property. The Property is currently used as Debtor's office. However, the Debtor intends to relocate to a new office and, consequently, the Property is not necessary for continued operations or an effective reorganization and proceeds from sale will reduce ongoing debt service obligations, which will benefit the Debtor's estate by, among other things, increasing net revenue distributed to creditors under the Plan. Alternatives Living is represented by: Leo D. Congeni 424 Gravier Street New Orleans, LA 70130 Telephone: 504-522-4848 Facsimile: 504-581-4962 E-mail: leo@congenilawfirm.com About Alternatives Living Alternatives Living, Inc., based in New Orleans, Louisiana, filed for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 15-12308) on Sept. 9, 2015. The Hon. Elizabeth W. Magner presides over the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as the Debtor's counsel. Alternatives Living estimated assets in the range $500,000 to $1 million; and $1 million to $10 million in debt. The petition was signed by Rickey Roberson, the CFO. AMERICAN SPECTRUM: Selling San Antonio Properties for $10.2M ------------------------------------------------------------ American Spectrum Realty, Inc., asks the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, for entry of an order authorizing the Debtor to cause its affiliate, American Spectrum Investments LLC ("ASI"), to sell its interest in real properties commonly known as 8223 Leslie Road and 10507 Shaenfield Road, San Antonio, TX, to the proposed stalking horse bidder, Donald R. Clauson or his assigns, for $10.2 million, subject to overbid during an auction tentatively scheduled to occur on June 29, 2016. The Debtor is a holding company, whose only material assets are its interests in various affiliates. As a result, the Debtor's reorganization is premised upon the realization of the value of its interests in these affiliates. ASI, along with the seven unaffiliated owners that own the San Antonio properties, have entered into the Sale Agreement with the Stalking Horse Bidder for the sale of the San Antonio properties for a purchase price of $10.2 million. ASI owns a 38.4% interest in the San Antonio Properties. Chief Restructuring Office ("CRO") J. Michael Issa, a principal of the national financial advisory firm, GlassRatner Advisory & Capital Group LLC, who was appointed by the Debtor on May 1, 2015, has marketed broadly the San Antonio properties, both directly and to the real estate brokerage community. Based upon the diligence performed by the Debtor with respect to the potential buyers for the San Antonio properties, and the extensive negotiations conducted with the potential buyers with respect to the sale of the properties, Clauson has been selected to be the stalking horse bidder. The sale of the properties will generate substantial proceeds for ASI, which proceeds ultimately will facilitate the funding of distributions to creditors pursuant to a Chapter 11 plan to be confirmed in the Debtor's case. Disputes have arisen among ASI, on one hand, and the Unaffiliated Owners, on the other hand, regarding their respective shares of net proceeds that will be realized from the sale of the San Antonio properties. The Unaffiliated Owners assert, among other things, that the Secured Lender's claim for default interest, and attorneys' fees arises solely as a result of ASI's purported failure to have obtained the Secured Lender's consent to ASI's acquisition of an interest in the San Antonio properties in 2010, and, accordingly, that ASI should be solely responsible for paying the amount of such claims. ASI disputes such assertion. In addition, disputes have arisen among American Spectrum Realty Management LLC ("ASRM"), on one hand, and the Unaffiliated Owners, on the other hand, with regard to ASRM's right to receive a Disposition Fee upon a sale of the San Antonio properties. The Unaffiliated Owners assert, among other things, that ASRM's Management Contract was terminated prior to the Petition Date, and, accordingly, that ASRM is not entitled to receive any Disposition Fee upon a sale of the San Antonio properties. ASRM disputes such assertion. The Debtor also requests that the Court authorize the Debtor to cause ASI to enter into the proposed LNR Settlement principled by LNR Partners, LLC which acted as acted as special servicer for the secured lender in connection with the San Antonio Properties, and that the Court approve the proposed Property Owners Settlement Agreement. By the LNR Settlement, the disputed secured claims of the secured lender with respect to the San Antonio properties will be resolved on terms acceptable to ASI and to the Unaffiliated Owners. By the Property Owners Settlement Agreement, the disputes among ASI, ASRM and the Debtor, on one hand, and the unaffiliated owners, on the other hand, regarding the claims of ASI and ASRM, will be resolved on terms acceptable to them. These settlements will resolve disputes associated with the disposition of proceeds that will be generated by the sale of the San Antonio properties and therefore will facilitate a prompt sale of the properties and ASI's and ASRM's obtaining their respective shares of such proceeds. While the LNR Settlement has not yet been finalized, material terms of the proposed LNR Settlement are as follows: 1. Default Interest Claim: LNR has agreed to reduce the amount of the Secured Lender's default interest claim from an amount in excess of $700,000 to $300,000. 2. Attorneys' Fees Claim: LNR has agreed that the Secured Lender's current claim for attorneys' fees and costs will be capped at approximately $25,842. 3. Pre-payment Premium Claim: ASI and the other Sellers have agreed to acknowledge the validity of the Secured Lender's Pre-payment Premium claim. As of June 11, 2016, the amount of such claim will be approximately $297,091. 4. Late Charges: LNR has agreed in principle to waive late fees. 5. Release: The Sellers will be required to release any and all claims that they may have against the Secured Lender, LNR and their respective predecessors and affiliates. The Seller and LNR have agreed in principle that the aggregate amount of the Secured Lender's default interest claim, attorneys' fees claim and other collection costs will not exceed materially $375,000. LNR's payoff statement provides that, the parties agree that, as of June 11, 2016, the Secured Lender will have a secured claim in the total amount of approximately $4,887,101 with respect to the San Antonio properties, and that, after the application of certain escrowed funds and reserves, the net amount of the Secured Lender's secured claim (as of Jun. 11, 2016) will be approximately $4,140,717. The amount of such secured claim will accrue interest until paid. The Property Owners Settlement Agreement provides, in part, as follows: 1. Payment of Loan Balance: Pursuant to paragraph 1(a)(i) of the Property Owners Settlement Agreement, ASI and the Unaffiliated Owners agree that each will pay its proportionate share of the outstanding Loan balance, including any attorneys' fees and costs of LNR payable with respect to the repayment of the Loan. 2. Payment of Default Interest and Penalties: Pursuant to paragraph 1(a)(ii) of the Property Owners Settlement Agreement, ASI and the Unaffiliated Owners agree that each will pay 50% of the default interest and penalties related to the alleged default on the Loan. 3. Payment of Pre-payment Premium: Pursuant to paragraph 1(a)(iii) of the Property Owners Settlement Agreement, ASI and the Unaffiliated Owners agree that each will pay 50% of the Pre-payment Premium owed with respect to repaying the Loan before the maturity of the Loan; provided, however, that if the San Antonio Properties are sold for more than $11.0 million, then ASI and the Unaffiliated Owners will be responsible for paying their proportionate share of the Pre-payment Premium (i.e., ASI will owe 38.4% of the Pre-payment Premium and the Unaffiliated Owners will owe a total of 61.6% of the Pre-payment Premium). 4. Disposition Fee Payable to ASRM: Pursuant to paragraph 1(b) of the Property Owners Settlement Agreement, the Unaffiliated Owners and ASRM agree that ASRM will be entitled to receive a Disposition Fee upon a sale of the San Antonio Properties, ranging from 2.0% to 3.25% of the total sales price of the San Antonio Properties, depending upon the amount of the purchase price received for the sale of the San Antonio Properties and the timing of the Closing of the sale of the San Antonio Properties, in accordance with the terms and conditions of paragraph 1(b) of the Property Owners Settlement Agreement. 5. Credits Owed to ASI and to the Unaffiliated Owners: Pursuant to paragraph 1(c) of the Property Owners Settlement Agreement, ASI and the Unaffiliated Owners agree that ASI will be entitled to receive a credit in the amount of $64,395 for amounts that were advanced to the Unaffiliated Owners, but not to ASI, and that the Unaffiliated Owners will be entitled to receive a credit in the amount of $34,000 for amounts paid pre-petition to ASRM, without the alleged consent or approval of the Unaffiliated Owners. 6. Waiver of Proofs of Claim: Pursuant to paragraph 6 of the Property Owners Settlement Agreement, the Unaffiliated Owners agree to withdraw the Unaffiliated Owners Proofs of Claim. 7. Releases: Pursuant to paragraph 7 of the Property Owners Settlement Agreement, ASI, ASRM and the Debtor, on one hand, and the Unaffiliated Owners, on the other hand, waive and release any and all claims that they may have against each other in accordance with the terms and conditions of paragraph 7 of the Property Owners Settlement Agreement. 8. Bankruptcy Court Approval. Pursuant to paragraph 8 of the Property Owners Settlement Agreement, the parties acknowledge and agree that the effectiveness of the Property Owners Settlement Agreement is subject to the approval of the Court. 9. Disbursement of Net Proceeds From Sale of the San Antonio Properties. Pursuant to paragraph 10(a) of the Property Owners Settlement Agreement, the parties agree that net proceeds realized from a sale of the San Antonio Properties will be disbursed to ASI, ASRM and the Unaffiliated Owners in accordance with the terms and conditions of the Property Owners Settlement Agreement. American Spectrum Realty is represented by: Robert E. Opera Peter W. Lianides WINTHROP COUCHOT PROFESSIONAL CORP. 660 Newport Center Drive, Fourth Floor Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 E-mail: ropera@winthropcouchot.com plianides@winthropcouchot.com About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. On May 1, 2015, the Court entered an order for relief against the Debtor under Chapter 11 of the U.S. Code. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 to $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMERICAN SPECTRUM: Taps Lynn Pinker as Special Counsel ------------------------------------------------------ American Spectrum Realty Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Lynn Pinker Cox & Hurst LLP as its special counsel. The Debtor tapped the firm to investigate and prosecute claims against its former directors and officers. Lynn Pinker will provide these services: (a) investigate matters involving claims against former directors and officers of the Debtor; (b) consult with the Debtor; (c) represent or defend the Debtor in court in its case against its former directors and officers; (d) prepare and review pleadings, arrange for filing and support activities; (e) participate in discovery and provide research if necessary; and (f) assist in trying the case if necessary. Lynn Pinker's fees will be paid on a contingency basis. The Debtor agrees to pay the firm 20% of any "net recovery" obtained by way of settlement, judgment or payment within the first 90 days. Thereafter, the Debtor will pay the firm 33% of any net recovery. Aside from professional fees, Lynn Pinker will also receive reimbursement for work-related expenses. Jason Dennis, Esq., a partner at Lynn Pinker, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor's estate or its creditors. Lynn Pinker can be reached through: Jason Dennis Lynn Pinker Cox & Hurst LLP 2100 Ross Avenue, Suite 2700 Dallas, TX 7520 Tel: (214) 981-3830 Fax: (214) 981-3839 E-mail: jdennis@lynnllp.com About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. On May 1, 2015, the Court entered an order for relief against the Debtor under Chapter 11 of the U.S. Code. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 - $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. APOLLO PRESS: Amends Employment of Harry Jernigan as Counsel ------------------------------------------------------------ Apollo Press, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia an amendment to its employment of Harry Jernigan CPA Attorney, P.C., as bankruptcy counsel. As reported by the Troubled Company Reporter on June 1, 2016, the Debtor sought approval from the Court to hire Harry Jernigan as legal counsel. The Debtor tapped the firm to, among other things, assist, advise and represent the Debtor in the formulation, negotiation and confirmation of a Chapter 11 plan. The Firm will provide the Debtor these services: a. advising the Debtor of its powers and duties as debtor-in- possession; b. providing the Debtor with assistance, advice, and representation concerning the formulation, negotiation, and confirmation of a disclosure statement and Chapter 11 plan (and accompanying ancillary documents), including assisting the Debtor with the preparation of projections; c. providing the Debtor with assistance, advice, and representation concerning any investigation of the assets, liabilities, and financial condition of the Debtor that may be required; d. representing the Debtor at hearings on matters pertaining to its affairs as debtor-in-possession, including prosecuting and defending adversary proceedings, contested matters and other litigation and matters that arise under the Bankruptcy Code, or that arise in this case or related to this case; e. providing the Debtor with counseling and representation with respect to the assumption or rejection of executory contracts and unexpired leases, and other bankruptcy- related matters arising from this case; f. rendering advice to the Debtor with respect to the myriad of general corporate and litigation issues related to this case; and g. performing other legal services for the Debtor as may be necessary and appropriate for the efficient and economical administration of this Chapter 11 case. The Firm will be paid these hourly rates: Harry W. Jernigan, III, CPA, Esq. $350 Carolyn L. Camardo, Esq. $300 Jennifer T. Langley, MBA, Esq. $275 Jared A. Mangum, Esq. $225 Stephanie Zongolowicz, Paralegal $150 From April 28, 2016, through the petition filing date, the Firm has represented the Debtor with its financial matters. On May 23, 2016, the Firm received a retainer of $25,000 for bankruptcy representation services. On May 25, 2016, the Firm invoiced the Debtor for professional services in the amount of $25,000. On May 23, 2016, the Debtor remitted $1,717 for costs which was used to pay the court filing fee. Harry Jernigan, III, CPA, Esq., an attorney at the Firm, assures the Court that no attorney with the Firm holds or represents any interest adverse to the Debtor’s estate and each attorney with the Firm is a "disinterested person" as that phrase is defined Section 101(14) of the Bankruptcy Code. The Firm can be reached at: Harry W. Jernigan, III, CPA, Esq. Jennifer T. Langley, Esq. HARRY JERNIGAN CPA ATTORNEY, P.C. 5101 Cleveland Street, Suite 200 Virginia Beach, Virginia 23462 Tel: (757) 490-2200 Fax: (757) 490-0280 E-mail: hj@hjlaw.com About Apollo Press Apollo Press, Inc., sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Virginia (Newport News) (Case No. 16-50717) on May 26, 2016. The petition was signed by John Warren Taylor, president. The case is assigned to Judge Frank J. Santoro. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. ATK OILFIELD: Sale to Ritchie Bros. Okayed by U.S. Judge -------------------------------------------------------- Ernst & Young Inc., the court-appointed receiver of ATK Oilfield Transportation Inc. and ATK Oilfield Transportation (USA) Inc., based upon the Consent Receivership Order dated April 1, 2016, entered by the Court of Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada under Canada's Bankruptcy and Insolvency Act, obtained from the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, approval to sell assets of the Debtors to Ritchie Bros. Auctioneers. "All objections to the Motion or the relief requested therein that have not been withdrawn, waived, or settled as announced to this Court at the Sale Hearing or by stipulation filed with this Court or as otherwise provided in this Order, and all reservations of rights included therein, are hereby overruled on the merits," U.S. Judge Ronald B. King signed in his order. The following vehicles are NOT part of the Assets being sold to Purchasers: * 2015 Ford Super Duty F350 SRW VIN: 1FT8W3BT6FEC11595 * 2015 Ford Super Duty F350 SRW VIN: 1FT8W3BT4FEC62464 * 2016 Ford Super Duty F350 SRW VIN: 1FT8W3BT7GEA27381 * 2015 Ford F150 VIN: 1FTEW1EG5FKE61000 The Debtors' assets, located in Canada and the United States, consist of various equipment, rolling stock (trucks and trailers), contracts and contract receivables, and leased real property in Canada and Texas. The Receiver sought approval to sell the "US Assets" to Ritchie Bros. Auctioneers (America) Inc. The Receiver also sought approval to sell the "Canadian Assets" to Ritchie Bros. Auctioneers (Canada) Ltd. It is not expected that the sale will result in payment to any unsecured creditors, as the Purchase Price does not exceed the amount of asserted liens on the Assets. The Receiver sought to expedite the consideration of the sale motion for the reason that there are significant carrying costs to safeguard and maintain the assets to be sold. The estimated monthly costs for insurance, rent, security, and other related costs (based primarily on expenses paid to date) are approximately US$72,789, for the assets located in the U.S. and CA$312,484 for the assets located in Canada. The Receiver is experienced in liquidating assets of insolvent companies, and believes in its best business judgment that the purchase price for the assets is fair and reasonable and that the proposed transaction is in the best interests of the creditors. The Receiver also requested that the Court extends comity by recognizing and giving full force and effect to the Canadian Sale Order and the Canadian Activities Order. Counsel for Ernst & Young Inc., as receiver: Steve A. Peirce NORTON ROSE FULBRIGHT US LLP 300 Convent Street, Suite 2100 San Antonio, TX 78205-3792 Telephone: (210) 224-5575 Facsimile: (210) 270-7205 E-mail: steve.peirce@nortonrosefulbright.com - and - Jason L. Boland Andrew Black NORTON ROSE FULBRIGHT US LLP 1301 McKinney, Suite 5100 Houston, TX 77010-3095 Telephone: (713) 651-5151 Facsimile: (713) 651-5246 E-mail: jason.boland@nortonrosefulbright.com andrew.black@nortonrosefulbright.com A copy of the Sale Order is available for free at: http://bankrupt.com/misc/ATK_79_Sale_Ord.pdf About ATK Oilfield Transportation Headquartered in Calgary, Alberta with operations throughout Western Canada and the Permian Basin in the United States, the Debtors' business consists of moving drilling rigs. The Debtors' assets, located in Canada and the United States, consist of various equipment, rolling stock (trucks and trailers), contracts and contract receivables, leased real property in Canada and Texas, as well as owned real property located in Edson, Alberta and Floresville, Texas. On March 30, 2016, Alberta Treasury Branches, the Debtors' secured creditor, filed an application for receivership with the Court of Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada. The Canadian Court entered on April 1, 2016, a receivership order which provides for a stay against seizure of assets and litigation akin to the automatic stay embodied in Section 362(a) of the Bankruptcy Code. Among other things, the Receivership Order appointed Ernst & Young Inc. as the Receiver of the Debtors. ATK Oilfield Transportation Inc. and ATK Oilfield Transportation (USA) Inc., filed Chapter 15 petitions in the U.S. Bankruptcy Court for the Western District of Texas (Bankr. W.D. Tex. Case Nos. 16-70042 and 16-70043, respectively) on April 1, 2016. The petitions were signed by Ernst & Young, Inc., the court-appointed receiver and authorized foreign representative of the Debtors. Norton Rose Fulbright US LLP serves as the Receiver's counsel. Judge Ronald B. King has been assigned the Chapter 15 case. BBEAUTIFUL LLC: Hires Michael Jay Berger as Bankruptcy Counsel -------------------------------------------------------------- Bbeautiful, a California LLC, asks for authorization from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger of Beverly Hills, California, to represent the Debtor in its Chapter 11 bankruptcy proceeding. The Firm will represent the Debtor's interests in this Chapter 11 bankruptcy proceeding, as the Debtor would be unable to reorganize its business without the benefit of competent legal advice. The Firm's services will include, and have included: a. communicating with creditors of the Debtor; b. reviewing the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; c. advising the Debtor of its legal rights and obligation in a bankruptcy proceeding; d. working to bring the Debtor into full compliance with reporting requirements of the Office of the U.S. Trustee; e. preparing status reports as required by the Court; f. responding to any motions filed in Debtor's bankruptcy proceeding; g. responding to creditor inquiries; h. reviewing proofs of claim filed in the Debtor's bankruptcy; i. objecting to inappropriate claims; j. preparing notices of automatic stay in all state court proceedings in which the Debtor is sued during the pending of the Debtor's bankruptcy proceeding; and k. if appropriate, preparing a Disclosure Statement and Plan of Reorganization for the Debtor. The Firm will be paid these hourly rates: Michael Jay Berger, Esq. $495 Senior Associate Attorneys $365 Mid-Level Associate Attorneys $345 Junior Associate Attorneys $265 Paralegals & Law Clerks $200 The agreed upon retainer for the Firm to represent the Debtor is $20,000. On June 2, 2016, the Firm was paid a post-petition retainer of $20,000 by Arminak Solutions, LLC, a third party who is not a creditor of the Debtor, as a gift contribution on behalf of the Debtor's estate. Helga Arminak is the managing member and 99% owner of the Debtor and managing member of Arminak. The retainer will be maintained in the Firm's client trust account until court authorization is obtained pursuant to ll U.S.C. Section 330 or 331. Michael Jay Berger, Esq., the sole owner of the Firm, assures the Court that the Firm neither holds nor represents any interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or an investment banker for any security of the Debtor, or for any other reason. The Firm can be reached at: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 2 9454 Wilshire Boulevard 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankrupteypowencom About BBeautiful LLC BBeautiful LLC sought protection under Chapter 11 of the Bankruptcy Code in the Central District of California (Los Angeles) (Case No. 16-10799) on Jan. 22, 2016. The petition was signed by Helga Arminak, operating manager. The Debtor is represented by Steven Werth, Esq., at SulmeyerKupetz. The case is assigned to Judge Ernest M. Robles. The Debtor estimated assets of $1 million to $10 million and debts of $100,000 to $500,000. BENCH AND BAR: Taps Dawn I. Hunter as Accountant, Bookkeeper ------------------------------------------------------------ Bench and Bar, Inc., asks for permission from the U.S. Bankruptcy Court for the Northern District of California to employ Dawn I. Hunter, EA, to assist with ongoing accounting and bookkeeping for the Debtor in the midst of its Chapter 11 proceeding. Currently, Ms. Hunter maintains the Debtor's bookkeeping using QuickBooks software. She handles weekly adjustments and additions to the general ledger and monthly reconciliations. She also reviews the payroll deposits, files quarterly and annual payroll reports, prepares Form 1099s, and other tax reporting as requested. Ms. Hunter's hourly rate for bookkeeping is $80 per hour. Her rate for tax work is $150 per hour. Ms. Hunter assures the Court that she is a disinterested person for purposes of rendering services on behalf of the bankruptcy estate as that term is defined in the Bankruptcy Code. Ms. Hunter can be reached at: Dawn I. Hunter, EA Clayton, CA Tel: (925) 708-0996 Fax: (925) 332-0382 E-mail: dhunter215@att.net The Debtor's bankruptcy counsel can be reached at: THE LAW OFFICE OF NATHAN D. BORRIS, ESQ. Nathan D. Borris, Esq. 1380 A Street Hayward, CA 94541 Tel: (510) 581-7113 Fax: (510) 581-7112 E-mail: nateborris@gmail.com About Bench and Bar Bench and Bar Inc. is a bar and night club whose assets are primarily furniture, barware, sound equipment, liquor license, business bank accounts and beverage inventory. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 16-41611) on June 11, 2016. BFN OPERATIONS: Asks Court Approval to Pay $4.7M Vendor Claims -------------------------------------------------------------- To prevent any disruption of their farms, BFN Operations LLC, et al., seek permission from the Bankruptcy Court to pay up to $4,764,000 to certain critical vendors, shippers, and royalty agreement counterparties that are essential to their business operations. Throughout their operations nationwide, the Debtors use approximately 4,255 service providers and vendors in the ordinary course of their business. This number includes approximately 300 vendors and providers to whom the Debtors are currently indebted as of the Petition Date. The Debtors said they undertook a review of all their service providers and vendors to determine which were critical to their operations, which were impractical to replace, and which had indicated that they would stop providing services or goods to them unless such service providers/good vendors were paid outstanding amounts owed to them. The Debtors' Critical Vendors generally break down into the following categories: (a) traditional "vendors," such as (i) suppliers of plant material, (ii) suppliers of chemicals and other goods, and (iii) suppliers of media necessary to conduct the Debtors' business; (b) various domestic common carriers and transportation providers that ship, transport, and deliver supplies and product to and from their farms and between the various farms; and (c) breeders and owners from whom the Debtors license the right to use patented and trademarked DNA owned by the breeders. The Debtors and their secured lenders have agreed that (a) the Debtors will have the ability to pay up to $1,500,000 to Critical Vendors in their sole discretion and (b) the remaining $3,264,000 requested may be paid to Critical Vendors only upon (i) consent of PNC Bank, NA as the agent under the Debtors' postpetition financing agreement and Crystal Financial LLC pursuant to that certain Amended and Restated Revolving Credit, Term Loan, and Security Agreement, dated as of May 22, 2015. In addition, the Debtors seek to enter into trade agreements with the Critical Vendors to ensure that the Critical Vendors provide products and services on customary trade terms. About BFN Operations BFN Operations LLC and four of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating assets and liabilities in the range of $100 million to $500 million. Operating under the name Zelenka Farms, the Debtors are wholesale growers and distributors of container-grown shrubs, trees, perennials, roses, and groundcovers. Zelenka was founded in 1993 under the name The Berry Family of Nurseries. Zelenka employs approximately 1,600 people to operate its six facilities totaling 3,577 acres across the key growing regions in the United States. Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee, and leases farms in Oklahoma, Michigan, North Carolina, and the Short Mountain farm in Tennessee. With approximately $130 million in annual sales, Zelenka claims to represent approximately six percent of the $2.2 billion wholesale nursery products industry and is one of only five competitors exceeding $100 million in sales. The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG Group, LLC as chief restructuring officer provider, Imperial Capital, LLC as investment banker and Upshot Services LLC as noticing, claims and balloting agent. Judge Barbara J. Houser is assigned to the cases. BFN OPERATIONS: Offers to Sell Assets at July 25 Auction -------------------------------------------------------- BFN Operations LLC and its debtor affiliates will be putting their assets up for auction to be held at the offices of Gardere Wynne Sewell LLP, 1601 Elm Street, Suite 3000, Dallas, TX 75201-4761, on July 25, 2016 at 10:00 a.m. (CST), subject to the Bankruptcy Court's approval. The Debtors asked for the Court's nod of the proposed bidding procedures relating to the sale of substantially all of their assets to a single or multiple purchasers. The Bidding Procedures are intended to ensure that they obtain the highest or best price for their assets. The Debtors said in Court papers that their current liquidity position cannot support a lengthy stay in Chapter 11, and they risk losing value as a going concern if a sale is not finalized soon. Accordingly, the Debtors seek a continuation of the marketing process they started prior to the Petition Date with the assistance of their proposed investment banker, Imperial Capital, LLC. Among other things, the Bid Procedures (a) describe the assets available for sale; (b) establish the manner in which Bidders and bids become "qualified"; (c) provide for the coordination of diligence efforts among Bidders and the Debtors; (d) govern the receipt, negotiation, and qualification of bids received; (e) govern the conduct of the Auction; and (f) govern the selection and approval of any ultimately successful bidders. Each Bidder that intends on making a Qualified Bid must submit an offer by July 18, 2016. To be considered a Qualified Bid, each Bidder's APA "shall remain open, enforceable and irrevocable in accordance with its terms until after the Debtors close the purchase and sale of the Assets and shall, among other things include an earnest-money deposit in cash or in other form of immediately available U.S. funds equal to the lesser of (a) 10% of the Bidder's proposed purchase price, and (b) $3 million, to be held in the Debtors' counsel's trust account." To induce potential Bidders to expend the time, energy, and resources necessary to submit an Asset Purchase Agreement, the Debtors request authority to grant a proposed Stalking-Horse Bidder bid protections comprised of (a) expense reimbursement for actual, proved out-of-pocket expenses including reasonable attorneys' fees, and (b) a break-up fee of up to 3%. The Debtors propose that the Break-Up Fee be payable only if such Stalking-Horse Bidder is not deemed the highest or best bidder for the Debtors and the Debtors consummate the proposed sale of the Assets with another Qualified Bidders or buyers. In addition, to facilitate a potential sale that would involve the assumption and assignment of certain of the Debtors' unexpired leases and executory contracts, the Debtors propose to serve a "Cure Amount Notice" not later than July 1, 2016, and request that the Bankruptcy Court approve procedures for fixing any cure amounts owed on all unexpired leases and executory contracts. The Debtors further request that the Bankruptcy Court schedule the Sale Hearing on July 28, 2016, at 10:00 a.m. (CST), with an Objection Deadline for that Sale Hearing set for July 27, 2016, at 12:00 p.m. (CST). About BFN Operations BFN Operations LLC and four of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating assets and liabilities in the range of $100 million to $500 million. Operating under the name Zelenka Farms, the Debtors are wholesale growers and distributors of container-grown shrubs, trees, perennials, roses, and groundcovers. Zelenka was founded in 1993 under the name The Berry Family of Nurseries. Zelenka employs approximately 1,600 people to operate its six facilities totaling 3,577 acres across the key growing regions in the United States. Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee, and leases farms in Oklahoma, Michigan, North Carolina, and the Short Mountain farm in Tennessee. With approximately $130 million in annual sales, Zelenka claims to represent approximately six percent of the $2.2 billion wholesale nursery products industry and is one of only five competitors exceeding $100 million in sales. The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG Group, LLC as chief restructuring officer provider, Imperial Capital, LLC as investment banker and Upshot Services LLC as noticing, claims and balloting agent. Judge Barbara J. Houser is assigned to the cases. BFN OPERATIONS: Taps CDG Group as Financial Advisor --------------------------------------------------- To ensure appropriate compliance with their duties and obligations as debtor-in-possession, BFN Operations LLC, et al., seek to employ CDG Group, LLC, as financial advisor. The Debtors selected CDG due to its familiarity with their business, as well as CDG's experience providing restructuring, crisis and turnaround management, and merger and acquisition services, with a major focus on crisis management and the restructuring of under-performing companies. CDG intends to provide Eric W. Ek, one of its managing directors, to work as the Debtors' chief restructuring officer. The professional services that CDG will render to the Debtors include, without limitation, the following: a. Make Eric W. Ek available to serve as the Debtors' CEO and CRO, reporting directly to the Companies' Board of Directors with such responsibilities and authority as is commensurate with said positions; b. Evaluate the Debtors' overall financial and operational conditions; c. Assess current liquidity and cash flow needs; d. Develop an orderly plan to maximize recoveries to creditors, including evaluating restructuring and sales alternatives; e. Assist the Companies in connection with any Chapter 11 filing preparation, reporting, negotiations, and other tasks related to the filing and ongoing duties of a debtor-in- possession; f. To the extent needed and agreed upon by the Board of Directors, provide other temporary employees to assist the restructuring efforts; and, g. Perform other services and analyses related to improving the Debtors' operations. Pursuant to the Engagement Letter, the Debtors agreed to provide CDG a retainer in the amount of $100,000. The retainer will be credited against any amounts due at the termination of this engagement and, to the extent of any excess, returned to the Debtors or their estates thereafter. Subject to the Bankruptcy Court's approval, and as consideration for the services to be provided by CDG, the Debtors propose to compensate CDG through a monthly work fee of $175,000, until the earlier of the completion of the restructuring or the termination of CDG's engagement. It is CDG's policy to charge its clients in all areas of practice for all other out-of-pocket expenses incurred in connection with the clients' cases. The expenses charged to clients include, among other things, telephone and telecopier toll and express-mail and mass-mail postage charges, special or hand-delivery charges, photocopying charges, travel expenses, transcription costs, and other non-ordinary overhead expenses. In the 90 days prior to the Petition Date, CDG received retainers and payments totaling $681,683 in the aggregate for services performed for the Debtors and reimbursable expenses incurred in connection with the performance of those services. CDG has applied these funds to amounts due for services rendered and expenses incurred prior to the Petition Date. Of these amounts, $187,500 remained as a credit balance as of the Petition Date in favor of the Debtors for future professional services to be performed and expenses to be incurred. As part of the overall compensation payable to CDG under the terms of the Engagement Letter, the Debtors have agreed to the indemnification provisions described in the Engagement Letter. The Indemnification Provisions provide, among other things, that the Debtors will indemnify and hold harmless CDG and its affiliates, consultants, and independent contractors and each of their respective members, officers, directors, employees, agents, controlling parties, and representatives with respect to certain losses. The Debtors are not liable under the Indemnification Provisions to the extent that any loss is found in a final judgment, by a court of competent jurisdiction, on the merits, to have primarily resulted from such indemnified party's bad faith, self-dealing, gross negligence, or willful misconduct. Any indemnity provided to CDG or Mr. Ek shall not exceed that offered to the Debtors' other directors and officers pursuant to each entity's operating agreement. CDG represents it does not hold or represent any interest adverse to the bankruptcy estates and is "disinterested persons" as that term is defined within Section 101(14) of the Bankruptcy Code. About BFN Operations BFN Operations LLC and four of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating assets and liabilities in the range of $100 million to $500 million. Operating under the name Zelenka Farms, the Debtors are wholesale growers and distributors of container-grown shrubs, trees, perennials, roses, and groundcovers. Zelenka was founded in 1993 under the name The Berry Family of Nurseries. Zelenka employs approximately 1,600 people to operate its six facilities totaling 3,577 acres across the key growing regions in the United States. Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee, and leases farms in Oklahoma, Michigan, North Carolina, and the Short Mountain farm in Tennessee. With approximately $130 million in annual sales, Zelenka claims to represent approximately six percent of the $2.2 billion wholesale nursery products industry and is one of only five competitors exceeding $100 million in sales. The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG Group, LLC as chief restructuring officer provider, Imperial Capital, LLC as investment banker and Upshot Services LLC as noticing, claims and balloting agent. Judge Barbara J. Houser is assigned to the cases. BFN OPERATIONS: Wants 30-Day Extension to File Schedules -------------------------------------------------------- BFN Operations LLC, et al., request that the Bankruptcy Court establish July 25, 2016, as deadline by which they must file their Schedules and Statements. The Debtors estimate that the extension of 30 additional days will provide sufficient time to prepare and file their (i) schedule of assets and liabilities; (ii) statement of financial affairs; (iii) schedule of current income and expenditures; (iv) statement of executory contracts and unexpired leases; and (v) list of equity security holders. Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP, one of the Debtors' attorneys, said given the complexity of the Debtors' financial affairs, the large number of potential creditors and parties-in-interest, and the intricacy of these Chapter 11 Cases, it will take substantial time for the Debtors to analyze and compile the information needed to complete their Schedules and Statements. He added that the analysis and compilation of the information for the Schedules and Statements will take more time because: (i) there are other urgent demands upon the Debtors as a result of the filing of these Chapter 11 Cases that will consume the time of key personnel; (ii) the Debtors have roughly 100 creditors, and parties-in-interest; (iii) the Debtors' operations involve numerous contracts, leases, and other agreements; (iv) the Debtors' operations are spread over six facilities, (v) many of the Debtors' liabilities may constitute contingent, unliquidated claims relating to obligations that are difficult to quantify; and (vi) the Debtors and their professionals need time to evaluate the information comprising the Schedules and Statements. About BFN Operations BFN Operations LLC and four of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating assets and liabilities in the range of $100 million to $500 million. Operating under the name Zelenka Farms, the Debtors are wholesale growers and distributors of container-grown shrubs, trees, perennials, roses, and groundcovers. Zelenka was founded in 1993 under the name The Berry Family of Nurseries. Zelenka employs approximately 1,600 people to operate its six facilities totaling 3,577 acres across the key growing regions in the United States. Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee, and leases farms in Oklahoma, Michigan, North Carolina, and the Short Mountain farm in Tennessee. With approximately $130 million in annual sales, Zelenka claims to represent approximately six percent of the $2.2 billion wholesale nursery products industry and is one of only five competitors exceeding $100 million in sales. The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG Group, LLC as chief restructuring officer provider, Imperial Capital, LLC as investment banker and Upshot Services LLC as noticing, claims and balloting agent. Judge Barbara J. Houser is assigned to the cases. BIRMINGHAM COAL: Selling 4 Ford Trucks for $48K ----------------------------------------------- Birmingham Coal & Coke Co., Cahaba Contracting & Reclamation, and RAC Mining, LLC, by counsel, ask the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, to enter an order authorizing the sale of four Ford trucks, via private sale, to Robert and Thomas Lewis for the combined total of $48,000. The Ford trucks have been used in the Debtors' coal mines and are currently located at Pace Landfill, 291 County Road 356, Lynn, AL. The Ford trucks secure the Debtors' indebtedness to Ford Motor Credit Co. and are more specifically described as: Year Model Color Vehicle Identification Number ---- ----- ----- ----------------------------- 2011 Ford F-150 White 1FTFX1EF6BFA37692 2012 Ford F-550 White 1FDUF5GT3CEB87279 2013 Ford F-150 White 1FTFX1EFXDFD36895 2013 Ford F-150 Grey 1FTFX1EF5DFD21995 The sale of the Ford trucks has been negotiated in good faith. The Debtors believe the offer is a reasonable offer and is likely to exceed values that could be obtained at an auction, without any fees or commissions. The prompt sale of the Ford trucks will benefit the Debtors' estates and creditors by monetizing an inherently deprecating type of asset. The Debtors, with the help of Ford Motor Credit Co., will prepare and/or execute appropriate bills of sale. The sale proceeds will be placed with the Debtors' Counsel, Jones Walker, LLP, and held in trust for disbursement according to subsequent order of this Court. To preserve the value of the Ford trucks and limit the costs of administering and preserving such assets, it is critical that the Debtors close the sale as soon as possible. Accordingly, the Debtors request the Court to waive the 14-day stay periods under Bankruptcy Rules 6004(g) and 6006(d) or in the alternative, if an objection to the sale is filed, reduce the stay period to the minimum time needed by the objecting party to file its appeal to allow the sale to close. The Debtors are represented by: C. Ellis Brazeal III JONES WALKER LLP 1819 5th Avenue North, Suite 1100 Birmingham, AL 35203 Telephone: (205) 244-5237 Facsimile: (204) 244-5400 E-mail: ebrazeal@joneswalker.com - and – Mark A. Mintz Laura F. Ashley JONES WALKER LLP 201 St. Charles Ave., Suite 5100 New Orleans, LA 70170 Telephone: (504) 582-8000 Facsimile: (504) 582-8011 E-mail: mmintz@joneswalker.com lashley@joneswalker.com About Birmingham Coal & Coke Birmingham Coal & Coke Company, Inc., produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal was founded in 2000 and is based in Birmingham, AL. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BLACK ELK ENERGY: Taps Ryan LLC as Tax Research Consultant ---------------------------------------------------------- Black Elk Energy Offshore Operations, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Ryan LLC as its tax research consultant. The Debtor tapped the firm to conduct a review focusing on the recovery of royalties paid on oil and gas produced from federal, Louisiana and Texas territorial waters. The Debtor will pay the firm according to this compensation structure: (a) Non-Adjudicated Claims: In the event Ryan obtains any royalty refunds, the Debtor will pay the firm 40% of those refunds including the payment of credit interest that it receives from the U.S. Office of Natural Resources Revenue. Ryan's fees will be based upon the net amount attributable to the firm, after reducing the credit recovery by any existing liabilities of the Debtor that may be applied or offset against such amounts. (b) Adjudicated Claims: In the event of any litigation or other adjudication of any claims or issues, Ryan will have the right to engage legal counsel. All invoices are due and payable in full within 30 days. The Debtor will pay interest of one and one-half percent (1 1/2%) per month on any past due fees. The Debtor will also pay all costs of collection. In a court filing, Stephen Allen, a principal at Ryan, disclosed that the firm does not hold or represent any interest adverse to the Debtor's estate. Ryan LLC can be reached through: Stephen Allen Ryan LLC Williams Tower 2800 Post Oak Boulevard, Suite 4200 Houston, TX 77056 Tel: 713-629-0090 Fax: 713-629-0227 About Black Elk Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. BMR HOLDINGS: Taps M.O. Moore as Financial Advisor -------------------------------------------------- BMR Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire M.O. Moore LLC as its financial advisor. M.O. Moore will assist the Debtor in developing a restructuring strategy which may include an infusion of capital; assist in negotiations with potential lenders and compliance with the existing lender's requirements; and assist in the preparation of documents required by the court. The Debtor will pay the firm at a rate of $100 per hour. In a court filing, Michael Moore disclosed that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. M.O. Moore can be reached through: Michael Moore M.O. Moore LLC 988 Blvd. of the Arts #312 Sarasota, FL 34326 Mobile: 402-708-7824 Email: mmoore28173@aol.com About BMR Holdings BMR Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-02944) on April 6, 2016. The petition was signed by Michael Levich, manager. The Debtor is represented by Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Postler, P.A. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. BONNIE & CLYDE'S: Mero North Buying Personalty for $218K -------------------------------------------------------- Bonnie & Clyde's Wexford, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to enter an order approving the sale of s liquor license and equipment to Mero North, Inc., for $217,760. The Debtor owns assets used in the operation of its business, which include all tangible personal property, machinery, equipment, tools, supplies, furniture and fixtures, including, without limitation intended, those assets identified on Schedule 1 to the Asset Purchase Agreement. Amongst the assets being sold and included on Schedule 1 is Pennsylvania liquor license no. R-12782 ("Liquor License"). The purchase price, of which $75,000 is attributable to the Liquor License and $142,760 of which is attributable to the equipment. Earnest money in the amount of $10,000 is being held by Louis F. Caputo. The balance of the purchase price will be remitted via wire transfer at closing. The respondents which may hold liens, claims and encumbrances against the Real and Personal Property are as follows: a. Brad Dressen, b. Blackhawk Pine Retail LLC, c. Commonwealth of Pennsylvania Department of Labor & Industry, d. Pennsylvania Department of Revenue, and e. The Internal Revenue Service. The Debtor believes that the proposed sale is fair and reasonable and acceptance and approval of the same is in the best interest of this Estate. Bonnie & Clyde's Wexford, Inc., is represented by: Robert O Lampl John P. Lacher David L. Fuchs Ryan J. Cooney 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Telephone: (412) 392-0330 Facsimile: (412) 392-0335 E-mail: rlampl@lampllaw.com About Bonnie & Clyde's Wexford Bonnie & Clyde's Wexford, Inc. sought Chapter 11 protection (Bankr. W.D. Pa. Case No. Case No. 16-21380) on Apr. 11, 2016 in Pittsburgh. The Hon. Judge Gregory L. Taddonio is assigned to the case. Robert O Lampl, Esq. serves as the Debtor's counsel. The Debtor estimated assets in the range of $100,000 to $500,000 and $1 million to $10 million in debt. The petition was signed by Mark E. Baranowski, shareholder. CALVIN L. RAUP: Disclosures Approved; Plan Hearing on Aug. 4 ------------------------------------------------------------ Arizona Bankruptcy Judge George B. Nielsen approved the amended disclosure statement filed by Debtors, Calvin L. Raup and Angela J. Raup. The judge authorized the Debtors to circulate the plan documents to parties-in-interest in the case. The amended disclosure statement, he said, will be accompanied by Wells Fargo Bank, N.A.'s Objection to Amended Disclosure Statement, and the Debtors' March and April monthly operating reports. The hearing to consider the confirmation of the plan shall be held at the United States Bankruptcy Court, 230 North First Ave., 6th Floor, Courtroom 602, Phoenix, Arizona, on August 4, 2016 at 9:30 a.m. The last day for filing with the Court written acceptances or rejections of the plan is five business days prior to the hearing date set for the confirmation of the plan. Copies of the ballots shall be mailed to the proponent of the plan in care of: Mark J. Giunta, Esq. Law Office of Mark J. Giunta 245 West Roosevelt, Suite A Phoenix, AZ 85003 The last day for filing and serving, pursuant to Bankruptcy Rule 3020(b)(1), written objections to confirmation of the plan is fixed at five business days prior to the hearing date set for confirmation of the plan. The written report by the plan proponent, as required by Local Rule 3018, is to be filed three business days prior to the hearing date set for confirmation of the plan. If the debtor is an individual, the above hearing date is the last date to file a complaint objecting to the discharge of the debtor pursuant to 11 U.S.C. Sec. 1141 and Sec. 727. If an objection to confirmation is filed, the Court may utilize the initial hearing to determine the appropriate discovery procedures, the scheduling of a Rule 16 Conference, etc., under the Federal Rule of Civil Procedure, as amended. If no objection to confirmation is filed, the Court may still request that evidence be presented or that counsel present an offer of proof in support of confirmation of the plan of reorganization. Calvin L. Raup and Angela J. Raup filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 15-10994) on August 27, 2015. CANDICE RADIX: Hearing on Brooklyn Property Sale on June 22 ----------------------------------------------------------- Judge Carla E. Craig, on shortened notice, will convene a hearing on June 22, 2016 at 2:30 p.m., to consider the motion of Candice Radix, also known as Candice Clare, to sell real property located at 793 Utica Avenue, Brooklyn, New York to GSE Realty, LLC as set forth in the Sale Contract dated June 3, 2016, and set bid procedures. Candice Radix, also known as Candice Clare, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-45460) on Dec. 2, 2015. Candice Radix is represented by Law Offices of Morris Fateha, P.C. CAPITAL INVESTMENTS: Sells Virginia and Maryland Real Properties ---------------------------------------------------------------- Capital Investments, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, to enter an order approving the sale of residential real properties in Virginia and Maryland to its respective buyers and offered prices. As of the Petition Date, Debtor owned these parcels of improved residential real property: a. 14153 Walton Drive, Manassas, Prince Williams County, VA 20112 (the "Walton Drive Property"); b. 700 Mentor Avenue, Capitol Heights, Prince George's County, MD 20743 (the "Mentor Avenue Property"); c. 6908 G Street, Capitol Heights, Prince George's County, MD 20743 (the "G Street Property"); d. 9004 48th Place, College Park, Prince George's County, MD 20740 (the "48th Place Property"); e. 15003 Alaska Road, Woodbridge, Prince William County, VA 22191 (the "Alaska Road Property"); f. 1700 12th Street South, Arlington, Arlington County, VA 22204 (the "12th Street Property"); g. 3563 Old Lee Highway, Fairfax, Fairfax County, VA 22030 ("Old Lee Hwy. Property"). The Debtor seeks the Court's approval and authority to: a. sell the Walton Drive Property to John J. West and Wilmer L. Fields Jr. under the terms and conditions of a Simple Real Estate Contract dated May 31, 2016 providing for the sale of the Walton Drive Property for a purchase price of $230,000. b. sell the Mentor Avenue, G Street, and 48th Place Properties to Rehab Wonk, LLC under the terms and conditions of the following contracts: (i) Purchase Agreement dated May 31, 2016 providing for the sale of the Mentor Avenue Property for a price of $80,000; (ii) Purchase Agreement dated May 31, 2016 providing for the sale of the G Street Property for a price of $75,000; and (iii) Purchase Agreement dated May 31, 2016 providing for the sale of the 48th Place Property for a purchase price of $155,000. c. sell the Alaska Road Property to Preferred Resource, LLC under the terms and conditions of a Residential Sales Contract dated Jun. 1, 2016 providing for the sale of the Alaska Road Property for a purchase price of $160,000. d. sell the 12th Street Property to Helmand Investment, LLC under the terms and conditions of a Residential Sales Contract dated May 27, 2016 providing for the sale of the 12th Street Property for a purchase price of $285,000. e. sell the Old Lee Hwy. Property to Geoff Rowe Real Estate, LLC under the terms and conditions of a Residential Sales Contract dated Jun. 3, 2016 providing for the sale of the Old Lee Hwy. Property for a purchase price of $400,000. Each of the properties described is encumbered by a properly perfected first position deed of trust lien to secure a loan from John Marshall Bank ("JMB") to the Debtor, and a properly perfected second position deed of trust lien to secure a loan from G.W. Investments, Inc. ("GWI") to the Debtor. With respect to each of the Properties, JMB and GWI have agreed that they will release their liens at closing on the sale of each Property in exchange for GWI receiving a sum equal to 1.5% of the purchase price for each of the Mentor Avenue Property, G Street Property, 48th Place Property, and Alaska Road Property and 2% of the purchase price for all other properties sold ("GWI Payoff") and JMB receiving the net proceeds of sale (after payment of all seller closing costs and unpaid real estate taxes), less payment at closing (a) of the GWI Payoff, and (b) to the Debtor of (i) a carve-out of $1,500 per Property, (ii) all legal fees incurred by the Debtor in connection with efforts to obtain court approval of any sale, and (iii) any fees for management services provided by Analytic Financial Group, LLC in connection with each Property, all of which sums in part (b) would be paid to the Debtor's bankruptcy estate and held pending further order of the Court. The purchase prices were negotiated at arm's length by JMB following several months of marketing and represents the highest and best value for each of the Properties. Accordingly, Debtor believes there is a sound business justification for approving the sale of the properties under the terms and conditions of each contract. The Debtor says that a sale of the Properties will produce a small return for the bankruptcy estate while paying off a substantial sum of the encumbering liens and reducing potential deficiency claims against the bankruptcy. The Debtor seeks a waiver of the 14-day stay pursuant to Bankruptcy Rule 6004(h) to permit closing as soon as possible following the entry of an order approving these sales. Capital Investments is represented by: Robert M. Marino, Esq. Redmon, Peyton & Braswell, LLPs 510 King Street, Suite 301 Alexandria, Virginia 22314-3143 Telephone: (703) 684-2000 Facsimile: (703) 684-5109 E-mail: rmmarino@rpb-law.com About Capital Investments Capital Investments, LLC, sought Chapter 11 protection (Bankr. E. D. Va. Case No. 15-13600) on Oct. 15, 2015, in Alexandria. The Hon Judge Robert G. Mayer is assigned to the case. John P. Forest, II, Esq. at Stahlselloe, P.C., serves as the Debtor's counsel. The Debtor estimated assets of $1 million to $10 million and $1 million to $10 million in debt. The petition was signed by Abbas Ghassemi, manager. CONN'S INC: Faces Customer Credit Issues, Energy Exposure --------------------------------------------------------- John E. Morris, writing for Bloomberg Brief, reported that Conn's Inc. faces a delicate balancing act as it tries to raise credit standards for customer financing to ensure its own access to credit markets without crimping revenue and growth. According to the report, citing the Bloomberg's DRSK function, the company's one-year default probability has more than tripled this year from 2.25 percent to 8.55 percent. Conn's 7.25 percent 2022 bonds trade to yield 12.5 percent as the appliance, furniture and electronics retailer confronts declining same-store sales and rising payment delinquencies, the report said. The yield compares to 7.7 percent for the BofA Merrill Lynch Single-B U.S. High-Yield Index, the report added. More than half the chain's 108 stores are in Texas, Oklahoma and Louisiana, making it vulnerable to the energy industry's problems, Bloomberg Intelligence analyst Noel Hebert said. Conn's has now cut the number of new stores it plans to open and is focused on reducing delinquencies, as it explained in a recent investor presentation, the report related. Only about 30 percent of Conn's sales base is in energy-affected markets and most of the energy layoffs are of people more highly paid than Conn's customers, Mike Poppe, the company's president and COO for credit and collection, said in a phone with Bloomberg. Expansion in 2013-14 meant more new customers, who default more often, Bloomberg further cited Mr. Pope as saying. Slower growth since has reduced problems and 2015 originations are performing better, he said, the report added. CUZCO DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Cuzco Development U.S.A., LLC 825 Keeaumoku Street, Suite 207 Honolulu, HI 96814 Case No.: 16-00636 Chapter 11 Petition Date: June 20, 2016 Court: United States Bankruptcy Court District of Hawaii (Honolulu) Judge: Hon. Robert J. Faris Debtor's Counsel: Chuck C. Choi, Esq. WAGNER CHOI & VERBRUGGE 745 Fort Street, Suite 1900 Honolulu, HI 96813 Tel: 808.533.1877 Fax: 808.566.6900 E-mail: cchoi@hibklaw.com - and - Allison A. Ito, Esq. WAGNER CHOI & VERBRUGGE 745 Fort St., Ste. 1900 Honolulu, HI 96813 Tel: 808 533-1877 Fax: 808 566-6900 E-mail: aito@hibklaw.com - and - Neil J. Verbrugge, Esq. WAGNER CHOI & VERBGRUGGE 745 Fort Street, Suite 1900 Honolulu, HI 96813 Tel: 808.533.1877 Fax: 808.566.6900 E-mail: nverbrugge@hibklaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Kay Nakano, responsible individual. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kang, Ae Sook, dba $668,000 Migun Intl Corp. & Migun Mini Mart, c/o Gary Dubin 55 Merchant St., #3100 Honolulu, HI 96813 Lee, Dong Woo Promissory Notes $400,000 825 Keeaumoku Street, #207 Honolulu, HI 96814 YHT Venture LLC Security Deposit $45,000 Tomioka, Keum Ja Oh Security Deposit $36,000 Choi's Yakiniku Security Deposit $34,000 Board of Water Supply Water $25,573 Yang, J.H. Security Deposit $24,000 Gari Investment Inc. Security Deposit $19,479 Kiuchi, Keith Legal Services $10,480 Larisa, Ltd. Security Deposit $10,309 Honolulu Disposal Service Trash Removal $10,070 Lim Garden, Inc. Security Deposit $10,052 Enigma LLC Security Deposit $10,052 Red Orchid Security Deposit $9,378 NJH Investments, Inc. Security Deposit $8,452 Dr. Chai's Health Center, Inc. Security Deposit $8,370 Kim, Nicholas and Pyoung O. Security Deposit $8,104 KDN Enterprise Inc. Security Deposit $8,010 Bezalel Construction Security Deposit $7,970 New World Group Inc. Security Deposit $7,285 DBDFW3 LLC: Plan Outline Approved, Confirmation Hearing on Aug. 2 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, on June 10, 2016, approved the amended disclosure statement explaining DBDFW3, LLC's Amended Plan of Reorganization. July 26, 2016, is fixed as the last day for filing and serving pursuant to Rule 3020(b)(1) written acceptances or rejections of the Plan in the form of a ballot. August 2, 2016 at 9:30 a.m. is fixed for the hearing on Confirmation of the Plan. July 26, 2016 is fixed as the last day for filing and serving pursuant to Fed. R. Bankr. P. 3020(b)(1) written objections to confirmation of the Plan. Prior to the Disclosure Statement hearing, the Debtor amended the Disclosure Statement to, among other things, incorporate a liquidation analysis. A full-text copy of the Amended Disclosure Statement dated June 8, 2016, is available at http://bankrupt.com/misc/txnb15-42327-104.pdf The Debtor proposes to pay $500 per month to the Unsecured Creditor's Pool. The Allowed Claims of Unsecured Creditors will include any claims of Linear Investment Legacy, II, on its second lien position on the property located at 10014 Cedar Lake Drive, in Aubrey, Texas. To the extent Linear asserts any lien claim against the Cedar Lake Property, it is released by the Plan, and Linear is to be treated solely as an unsecured creditor. Additionally, Option One Mortgage has asserted a second lien position on the property located at 1028 Shearwater Avenue, in Aubrey, Texas. To the extent Option One asserts any lien claim against the Shearwater Property, it is released by this Plan, and Option One as to the Shearwater Property is to be treated solely as an unsecured creditor. The Unsecured Creditors will share pro-rata in the Unsecured Creditor's Pool. The Debtor shall pay $500 per month for a period of 60 months into the Unsecured Creditors Pool. The Unsecured Creditors will be paid quarterly on the last day of each calendar quarter. Payments to the Unsecured Creditors will commence on the last day of the first full calender quarter after the Effective Date. The Debtor may pre-pay the Unsecured Creditors at any time. Based upon the Debtor's Schedules that Class 11 Claims will be approximately $100,000. DBDFW3, LLC (Bankr. N.D. Tex., Case No. 15-42327) filed a Chapter 11 Petition on June 9, 2015. The Debtor owns 13 rental homes in the metroplex area. The Debtor is represented by Eric A. Liepins, Esq. DELPHI AUTOMOTIVE: Firing on All Cylinders ------------------------------------------ Sandra Ward, writing for Daily Bankruptcy Review, reported that strong fundamentals and supportive industry trends could drive shares of the auto-parts giant Delphi Automotive more than 60% higher, toward $110, in 12 months, by some reckonings. According to the report, investor concerns about peaking vehicle sales in the U.S. and China have created an attractive opportunity to buy Delphi stock at multiples well below the company's expected earnings growth rate. The fears about slackening sales are overblown, says Quoc Tran, a portfolio manager at Greenbrae, Calif.-based Lateef Investment Management, which bought the shares in November and December in the high $80s, well above their recent $66.24 price, the report related. He notes that Delphi's top line typically outpaces global auto-production increases by five percentage points, the report further related. Auto production is expected to rise 4% to 5% annually over the next five years, the report added. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed $9.16 billion in assets and $23.7 billion in debt. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide $2.55 billion in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. DEX MEDIA: Authorized to Assume Restructuring Support Agreement --------------------------------------------------------------- Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Dex Media, Inc., and its affiliated debtors to assume and take all necessary actions to implement the terms of the Restructuring Support Agreement. The Troubled Company Reporter has reported on June 3, 2016, that the Debtors asked the Court's authority to assume the RSA inked with key parties. The Debtors stated, "Put simply, the transactions described in the Restructuring Support Agreement will result in the deleveraging of approximately $1.8 billion of funded debt claims against the Debtors. The Restructuring Support Agreement also provides for a quick and cost-effective chapter 11 process with a clear path towards exit and acts as a global settlement among the Debtors' key creditor constituents of certain issues that could, if not settled, lead to protracted and value-destructive litigation in these chapter 11 cases... In broad strokes, the Restructuring Support Agreement contemplates consummation of an Approved Plan that provides for the conversion of the Debtors' prepetition term loan obligations into newly-issued common equity... as well as new debt and cash. Holders of Claims outstanding under the Debtors' Subordinated Notes will receive, as more fully described in the Approved Plan, a pro rata share of cash as well as warrants for approximately 10 percent of the New Common Stock." About Dex Media DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex One Corporation, R.H. Donnelley Corporation -- provides marketing solutions to more than 400,000 business clients across the U.S. Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11200) on May 16, 2016. Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201), Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital, Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc. (Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc. (Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation (Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D. Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No. 16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for Chapter 11 bankruptcy protection on the same day. The petitions were signed by Andrew Hede, chief restructuring officer. James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul, Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' general bankruptcy counsel. Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel. Moelis & Company LLC is the Debtors' investment banker. KPMG LLP is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's auditor. Epiq Bankruptcy Solutions is the Debtors' notice, claims & administrative agent. The Debtors listed $1.26 billion in total assets as of Dec. 31, 2015, and $2.65 billion in total debts as of Dec. 31, 2015. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dex Media, Inc. DEX MEDIA: Court Sets July 7 as General Bar Date ------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has entered an order establishing, among other things, following deadlines in relation to filing of claims against Dex Media Inc. and its affiliated Debtors: * July 7, 2016: General Bar Date. Applies to all types of claims against the Debtors that arose before the Petition Date, with the exception of governmental units and entities. * November 14, 2016: Governmental Bar Date. Applies to all governmental units holding claims that arose prior to Petition Date. * Rejection Damages Bar Date. All entities asserting claims arising from the rejection of executory contracts and unexpired leases of the Debtors shall file a proof of claim on account of such rejection by the later of the (a) General Bar Date, and on the date that is 30 days following entry of an order approving the rejection of any executory contract or unexpired lease of the Debtors. About Dex Media DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex One Corporation, R.H. Donnelley Corporation -- provides marketing solutions to more than 400,000 business clients across the U.S. Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11200) on May 16, 2016. Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201), Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital, Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc. (Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc. (Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation (Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D. Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No. 16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for Chapter 11 bankruptcy protection on the same day. The petitions were signed by Andrew Hede, chief restructuring officer. James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul, Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' general bankruptcy counsel. Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel. Moelis & Company LLC is the Debtors' investment banker. KPMG LLP is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's auditor. Epiq Bankruptcy Solutions is the Debtors' notice, claims & administrative agent. The Debtors listed $1.26 billion in total assets as of Dec. 31, 2015, and $2.65 billion in total debts as of Dec. 31, 2015. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dex Media, Inc. DONALD GAUBE: Selling LLC Membership Interest for $4,264 -------------------------------------------------------- Donald F. Gaube asks the US Bankruptcy Court for the Northern District of California for the entry of an order authorizing the sale of his 19.63% Membership Interest in Caffe Classico Foods, LLC for $4,264.05. Among the assets of the Estate is 121.83 Membership Units in Caffe Classico Foods, LLC, a financially troubled limited liability company engaged in the production and sale of ice cream and other dessert products. Section 8.3 of the Operating Agreement for the LLC provides that the bankruptcy of a Member triggers an option on the part of the LLC and/or its Members to purchase the Member's interest based on a formulaic appraisal calculation. Following notification of this Chapter 11 Case, the LLC has exercised its option to purchase the Debtor's LLC Membership Interest at a price of $4,264, and the Debtor has agreed to sell this interest pursuant to a "Unit Purchase Agreement", dated June 3, 2016. The Debtor believes it is critical to sell this interest during the 2016 tax year. The Debtor previously agreed to the liquidation of certain unrelated limited partnership interests in Realty Opportunities Investment Partnership, L.P., which may result in a seven figure administrative tax liability if left unameliorated. The Debtor has consulted with competent tax advisors and believes that the proposed sale of his Membership Interest in Caffe Classico Foods will realize offsetting losses which will eliminate or substantially reduce any such administrative tax liability to the estate. The Debtor explains that due to the facts that the assets of Caffe Classico Foods are heavily leveraged, the business has consistently sustained financial losses, and the Debtor's minority interest cannot exercise any control over the entity and is therefore extremely liquid, the Debtor believes that the proposed purchase price represents fair market value for this asset. Mr. Gaube is represented by: John H. MacConaghy Jean Barnier MACCONAGHY & BARNIER, PLC 645 First Street West, Suite D Sonoma, CA 95476 Telephone: (707) 935-3205 E-mail: macclaw@macbarlaw.com About Donald F. Gaube Donald F. Gaube sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-43783) on Dec. 13, 2015. MacConaghy & Barnier, PLC, serves as the Debtor's counsel. ELIZABETH ARDEN: Moody's Puts Caa1 CFR on Review for Upgrade ------------------------------------------------------------ Moody's Investors Service placed the ratings of Elizabeth Arden, Inc., including its Caa1 Corporate Family Rating on review for upgrade. This follows the announcement that Revlon Consumer Products Corporation (Ba3 CFR) will acquire all of the outstanding shares of Elizabeth Arden for $14.00 per share in cash. This represents an enterprise value for Elizabeth Arden of approximately $870 million, including the repayment of RDEN's debt and preferred stock. These ratings were placed on review for upgrade: Elizabeth Arden, Inc. Corporate Family Rating at Caa1; Probability of Default Rating at Caa1-PD; Senior Unsecured Regular Bond / Debenture at Caa2 (LGD 5) This rating was affirmed: Speculative Grade Liquidity Rating at SGL-3 RATINGS RATIONALE In its rating ratings review, Moody's will consider the benefit to RDEN of ownership by Revlon as well as the structural position and guarantees of RDEN's debt should any remain outstanding after the transaction closes. The companies announced that they expect that all of Arden's debt and preferred stock will be repaid, which would result in a withdrawal of Arden's ratings. RDEN's current Caa1 Corporate Family Rating (CFR) reflects the company's very high financial leverage, negative free cash flow, modest geographic diversification and high reliance on discretionary spending since RDEN's largest category is fragrance. The company suffered a severe erosion in earnings and cash flow due to a combination of competitive pressures, a scaled back innovation pipeline, and, to a lesser extent, currency volatility. The company has been working to restore growth and improve its operating performance in order to strengthen its credit profile from current weak levels. The rating is supported by the company's relatively large scale and portfolio of well-known classic and designer branded fragrances and skin care products. Elizabeth Arden, Inc, headquartered in Miami, FL, is a global beauty products company with a broad portfolio of branded prestige fragrances, skin care, and cosmetics. Products are sold in roughly 120 countries. Revenue for the LTM period ended March 31, 2016, was approximately $950 million. The principal methodology used in these ratings was that for the Global Packaged Goods published in June 2013. EMR ELECTRIC: Hires Ransleben Senterfitt as Accountant ------------------------------------------------------ EMR Electric Motor Rewind, L.P., and EMR Holdings, L.L.P., ask for permission from the Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas to employ Ransleben, Senterfitt, Sedwick & Co., P.C., as accountant, effective as of May 16, 2016. The Firm will provide these services, among other things: (a) accounting and tax services, (b) preparation of all state and federal tax returns, (c) consulting with the Debtors' representatives and the Debtors' counsel regarding issues relating to the sale of any assets in this proceeding, and (d) the representation of and counsel to the Debtors in all accounting issues relating to this bankruptcy case. The Firm will be paid at these hourly rates: A. James Sedwick, Jr. $240 David Habib $190 Sue Barley $190 A. James Sedwick, Jr., a partner at the Firm, assures the Court that the Firm has no interest adverse to that of the Debtors or the bankruptcy estate with respect to the matters for which it is to be employed, and that the Firm is a disinterested person as that term is used in Section 327 of the U.S. Bankruptcy Code and has no connections with the Debtors, creditors or any other party-in-interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of the U.S. Trustee, in this Chapter 11 bankruptcy proceeding. The Firm can be reached at: A. James Sedwick, Jr. Ransleben, Senterfitt, Sedwick & Co., P.C. 711 N. Carancahua, Suite 1400 Corpus Christi, Texas 78401-0565 Tel: (361) 882-3132 Fax: (361) 882-3199 E-mail: jim@rssco.com Website: rssco.com Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind, L.P., is a manufacturing and equipment repair company. EMR Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P. EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP, EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba EMR Energy Services Management, Inc., fdba EMR Energy Services, L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-20184) on May 11, 2016. At the time of the filing, EMR Electric Motor estimated both assets and liabilities in the range of $1 million to $10 million. EMR Holdings estimated assets of $0 to $50,000 and debts of $1 million to $10 million. The Chapter 11 petitions were signed by Raymond Lopez, authorized representative. Judge Marvin Isgur presides over the case. William B Kingman, Esq., at the Law Offices of William B. Kingman, PC, serves as the Debtors' bankruptcy counsel. EMR ELECTRIC: Taps Porter Rogers as Special Counsel --------------------------------------------------- EMR Electric Motor Rewind, L.P., and EMR Holdings, L.L.P., ask for permission from the Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter, Rogers, Dahlman & Gordon, PC, as special counsel, effective as of May 16, 2016. The Firm will assist the Debtors in prosecuting a pending adversary proceeding and possibly other potential adversary proceedings or state court litigation which the Debtors may file in order to collect funds owed. Because the Firm will be consulting with the Law Offices of William B. Kingman, P.C., counsel for the Debtors, the Firm is cognizant of the need to define each counsel's respective duties in this matter so that duplication of efforts can be avoided. The Firm and Mr. Kingman have defined and will continue to define each counsel's duties so that duplicative work is not performed. The Firm will, among other things, provide these services: (a) prosecuting claims the adversary proceeding styled EMR EZeclric Motor Rewind, LP. and EMR Holdings, LLP. v. New Century Financial, Inc. and Jimmy Enriquez and assigned adversary proceeding number 16-02006; (b) litigation relating to collection of Debtors' accounts receivable; (c) any other litigation which may be the subject of potential adversary proceedings in this bankruptcy proceeding; and (d) consulting with the Debtors and with Mr. Kingman regarding the prosecution of any litigation. The Debtors paid $5,000 to the Firm prior to the initiation of these cases. Furthermore, Raymond Lopez (EMR Electric Motor Rewind, L.P.'s Chief Executive Officer) agreed to pay the firm an additional $5,835.45 for pie-petition services. The Firm will be paid at these hourly rates: Shareholder Attorneys $250 Associate Attorneys $220 Legal Assistants $100 The Debtors tell the Court that the Firm is a disinterested person as that term is used in Section 327 of the Bankruptcy Code and has no adverse connections with the Debtors, creditors or any other party-in-interest, their respective attorneys and accountants. The Firm can be reached at: Donald L. Jones, Esq. PORTER, ROGERS, DAHLMAN & GORDON, P.C.6909 One Shoreline Plaza 800 N. Shoreline, Suite 800 S Corpus Christi, Texas 78401-3708 Tel: (361) 880-5808 Fax: (361) 880-5844 E-mail: dljones@prdg.com Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind, L.P., is a manufacturing and equipment repair company. EMR Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P. EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP, EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba EMR Energy Services Management, Inc., fdba EMR Energy Services, L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-20184) on May 11, 2016. At the time of the filing, EMR Electric Motor estimated both assets and liabilities in the range of $1 million to $10 million. EMR Holdings estimated assets of $0 to $50,000 and debts of $1 million to $10 million. The Chapter 11 petitions were signed by Raymond Lopez, authorized representative. Judge Marvin Isgur presides over the case. William B Kingman, Esq., at the Law Offices of William B. Kingman, PC, serves as the Debtors' bankruptcy counsel. EMR ELECTRIC: Taps William B. Kingman as Legal Counsel ------------------------------------------------------ EMR Electric Motor Rewind, LP and EMR Holdings, LLP seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire the Law Offices of William B. Kingman, P.C.as its legal counsel. The Debtors tapped the firm to provide these services: (a) counseling their representatives in matters relating to the administration of their bankruptcy estate; (b) representing the Debtors in negotiations with creditors and equity holders; (c) making appearances before the court and the U.S. trustee on behalf of Debtors; (d) assisting in the preparation of the Debtors' plan of reorganization and disclosure statement; (e) preparing schedules and pleadings; (f) analyzing, negotiating and litigating claims which may be brought in the forms of objections or as adversary proceedings; and (g) representing the Debtors and their bankruptcy estates in all other relevant matters relating to the administration of their cases. William Kingman, shareholder and president of the firm who will provide the services, will be paid $325 per hour. Meanwhile, the hourly rate for the firm's paralegals and legal assistants is $110. In a court filing, Mr. Kingman disclosed that the firm does not hold any interest adverse to the Debtors. The firm can be reached through: William B. Kingman Law Offices of William B. Kingman, P.C. 4040 Broadway, Suite 450 San Antonio, TX 78209 (210) 829-1199 (210) 821-1114-0226 About EMR Electric Motor Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind, L.P., is a manufacturing and equipment repair company. EMR Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P. EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP, EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba EMR Energy Services Management, Inc., fdba EMR Energy Services, L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-20184) on May 11, 2016. At the time of the filing, EMR Electric Motor estimated both assets and liabilities in the range of $1 million to $10 million. EMR Holdings estimated assets of $0 to $50,000 and debts of $1 million to $10 million. The Chapter 11 petitions were signed by Raymond Lopez, authorized representative. Judge Marvin Isgur presides over the case. William B Kingman, Esq., at the Law Offices of William B. Kingman, PC, serves as the Debtors' bankruptcy counsel. EN BUENAS MANOS: Plan Proposes 100% Distribution to Unsecureds -------------------------------------------------------------- En Buenas Manos Primary Care, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas, Laredo Division, a plan of reorganization and accompanying disclosure statement proposing to distribute 100% of the allowed general unsecured claim in equal monthly installments over 60 months at an annual interest rate of 3%. The monthly plan payment for the general unsecured claim is $56.06. The Plan proposes to allow Cynthia Ramirez, the 100% stockholder of the Debtor, to retain her ownership interest in the Reorganized Debtor. A full-text copy of the Disclosure Statement dated June 8, 2016, is available at http://bankrupt.com/misc/txsb15-50121-48.pdf En Buenas Manos Primary Care, Inc. (Bankr. S.D. Tex. Case No. 15-50121) filed a Chapter 11 Petition on August 14, 2015, and is represented by Carl Michael Barto, Esq., in Laredo, Texas. The Debtor has been in the business of providing home health care since 2006. FEDERAL-MOGUL: Icahn Increases Offer for Minority Stake ------------------------------------------------------- Austen Hufford, writing for Daily Bankruptcy Review, reported that billionaire investor Carl Icahn raised his bid to buy the minority stake in car-parts maker Federal-Mogul Holdings Corp. he doesn't already own, a move to entice more shareholders to agree to a deal. According to the report, in a letter to Federal-Mogul's board disclosed June 20, Mr. Icahn said he would increase his offer to $8 per share, up from the $7-a-share offer he made in late February. At the time, Mr. Icahn said the deal would have to get approval from a special committee of independent directors as well as from an informed vote of a majority of shareholders who aren't affiliated with Icahn Enterprises LP, the report related. The special committee was formed to review the bid, the report added. The same terms apply to the increased bid, and Federal-Mogul said that the committee would evaluate the new offer, the report further related. Mr. Icahn owns about 82% of Federal-Mogul, the report noted. In February, the $7 offer represented a 41% premium over the stock's unaffected closing price, the report pointed out. Since then, shares have traded in the $8-to-$9 range. The stock, which was inactive premarket on June 20, closed at $8.15 on June 17, the report said. About Federal-Mogul Federal-Mogul Corporation is a supplier of powertrain, chassis and as safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy- duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. Federal-Mogul was founded in Detroit in 1899. The Company is headquartered in Southfield, Michigan, and employs nearly 41,000 people in 33 countries. The Company filed for Chapter 11 protection (Bankr. Del. Case No. 01-10582) on Oct. 1, 2001. Attorneys at Sidley Austin and Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring effort. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Attorneys at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Reorganization Plan was confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed by the District Court on Nov. 14, 2007. Federal-Mogul emerged from Chapter 11 on Dec. 27, 2007. FPMI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: FPMI Solutions, Inc. 66 Canal Center Plaza, Suite 305 Alexandria, VA 22314 Case No.: 16-12142 Chapter 11 Petition Date: June 20, 2016 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Robert G. Mayer Debtor's Counsel: Paul Sweeney, Esq. YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC 10211 Wincopin Circle, Suite 500 Columbia, MD 21044 Tel: (443) 569-5972 Fax: (410) 571-2798 E-mail: psweeney@yvslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by R. Mark McLindon, chief executive officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb16-12142.pdf GLASIR MEDICAL: Taps JD Webb as Consultant on FDA Issues -------------------------------------------------------- Glasir Medical, LP, and MFLR, LLC, ask for authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ JD Webb at OrthoMedix Group, Inc., as regular Food and Drug Administration consultant to aid them in dealing with FDA regulatory issues. Mr. Webb has previously worked for the Debtors helping them deal with FDA regulatory matters in their sales and production of medical devices. The Debtors want to continue utilizing his services to stay current on FDA regulations and deal with regulatory matters as they arise. Mr. Webb's company, OrthoMedix, will assist Glasir Medical in maintaining their quality system. This will include: a. updating quality manual SOPs, or work instructions; b. creating/changing any required product blueprints; c. preparing Engineering Changes Notices for changes to the quality system or product blueprints; d. reviewed and approving Device History Records; e. implement and maintain Unique Device Identification Program; and f. train staff regarding quality system and UDI. The cost for this work will be $1000 per day or $135 for work that takes less than a day. This fee will include periodic visits to Glasir Medical's office to review their quality system. The fee will also include responding to questions of a quality system/regulatory nature from Glasir Medical. Mr. Webb assures the Court that he a disinterested person within the definition of Section 101(14) of the Bankruptcy Code. JD Webb OrthoMedix Group, Inc. 1001 Oakwood Boulevard, Round Rock TX 78681 Tel: (512) 388-0199 E-mail: jdwebb@orthomedix.net The Debtors' bankruptcy counsel can be reached at: Ronald J. Smeberg, Esq. SMEBERG LAW FIRM, PLLC 2010 West Kings Highway San Antonio, TX 78201 Tel: (210) 695-6684 Fax: (210) 598-7357 E-mail: ron@smeberglaw.com Headquartered in San Antonio, Texas, Glasir Medical, LP, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 16-50612) on March 15, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Thomas Wilson, president of the general partner MFLR, LLC. Judge Craig A. Gargotta presides over the case. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, serves as the Debtor's bankruptcy counsel. HARKAND GULF: Chapter 15 Case Summary ------------------------------------- Chapter 15 Petitioners: Ian Wormleighton, Philip Stephen Bowers, and Michael Magnay Chapter 15 Debtors: Harkand Gulf Contracting Limited 16-33091 Four Brindleyplace Birmingham, B1 United Kingdom Harkand Global Holdings Limited 16-33093 Integrated Subsea Services Limited 16-33095 Type of Business: Provider of subsea capabilities and services to the offshore oil and gas industry. Chapter 15 Petition Date: June 20, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Chapter 15 Petitioners' Counsel: Zack A Clement, Esq. ZACK A. CLEMENT PLLC 3753 Drummond Houston, TX 77025 Tel: 832-274-7629 Email: zack.clement@icloud.com - and - James H.M. Sprayregen, P.C. Adam Paul, Esq. Nora S. Tauke Schweighart, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com adam.paul@kirkland.com nora.schweighart@kirkland.com Estimated Assets: Not Indicated Estimated Debts: Not Indicated A copy of the Chapter 15 petition is available for free at: http://bankrupt.com/misc/txsb16-33091.pdf HECK INDUSTRIES: Hires Faulk & Winkler as Accountant ---------------------------------------------------- Heck Industries, Inc., seeks permission from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Tommy J. LeJeune, CPA, and the firm of Faulk & Winkler, LLC, as certified public accountants, nunc pro tunc as of the Petition Date. F&W will serve as certified public accountants of the Debtor in connection with the preparation of financial statements and tax returns. The Debtor requires professional assistance in order to timely prepare its financial statements and tax returns. Prior to the Petition Date, the Debtor has employed F&W as certified public accountants to assist it primarily with the preparation of tax returns and monthly and quarterly financial statements. Employing F&W will preserve the Debtor's estate resources by avoiding expenses, which would necessarily be incurred in the process of educating other professionals on the pending matters, including the various properties and businesses included within the Debtor's estate. The Debtor owes F&W a balance of $45,794 for unpaid pre-petition work. F&W has agreed to waive its outstanding pre-petition bills in order to qualify as a disinterested person under 11 U.S.C. Section 327(a), if the Court authorizes the Debtor's employment of F&W. The Debtor has agreed to pay F&W no more than $2,500 monthly for the preparation of financial statements; a flat fee of $10,000 for the preparation of tax returns; and, to pay F&W for all direct expenses incurred on behalf of the Debtor. Tommy J. LeJeune, CPA, at F&W assures the Court that the Firm won't represent, doesn't nor will hold any interest adverse to the Debtor or its estate with respect to the matters upon which F&W is proposed to be engaged. The firm may be reached at: Tommy LeJeune, CPA Faulk & Winkler, LLC 6811 Jefferson Highway Baton Rouge, LA 70806 Tel: (225) 927-6811 E-mail: tlejeune@fw-cpa.com About Heck Industries Heck Industries, Inc., sought Chapter 11 protection (Bankr. M.D. La. Case No. 16-10516) on April 29, 2016, in Baton Rouge, Louisiana. Hon. Douglas D. Dodd is the case judge. William E. Steffes, Esq., Noel Steffes Melancon, Esq., and Barbara B. Parsons, Esq., at Steffes, Vingiello & McKenzie, L.L.C., serve as the Debtor's bankruptcy counsel. The Debtor is the owner of a concrete supply business which has operated throughout Louisiana since 1957. The Debtor's chapter 11 case was precipitated by a severe strain on collection of its accounts receivable due to, among other things, unfortunate weather conditions hampering the Debtor's ability to complete numerous jobs awarded to it. The Debtor estimated $1 million to $10 million in assets and debt. HOANA MEDICAL: Taps McCorriston as Special Counsel -------------------------------------------------- Hoana Medical, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire McCorriston Miller Mukai McKinnon LLP as its special counsel. McCorriston will assist the Debtor in all Securities and Exchange Commission documentation, fundraising, and financial-related affairs. The firm's professionals and their hourly rates are: Stewart Pressman Partner $500 Darren Nunn Partner $500 Brian Hirai Partner $400 Catherine Taschner Associate $190 Paralegals $90 to $125 In a court filing, Mr. Pressman disclosed that the firm does not hold any interest adverse to the Debtor. McCorriston can be reached through: Stewart Pressman McCorriston Miller Mukai McKinnon LLP Five Waterfront Plaza, 4th Floor 500 Ala Moana Boulevard Honolulu, Hawai'i 96813 Phone: 808.529.7300 Fax: 808.524.8293 Email: info@m4law.com The Debtor can be reached through its counsel: Jeffery S. Flores, Esq. O'Connor Playdon & Guben LLP Pacific Guardian Center Makai Tower, Suite 2400 733 Bishop Street Honolulu, HI 96813 Tel: 808-524-8350 Fax: 808-531-8628 Email: jsf@opglaw.com -- and -- Jerrold K. Guben, Esq. O'Connor Playdon & Guben LLP 733 Bishop St., Fl. 24 Honolulu, HI 96813 Tel: 808.524.8350 Fax: 808.531.8628 Email: jkg@opglaw.com About Hoana Medical Hoana Medical Inc., a medical device company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 15-01493) on December 8, 2015. The petition was signed by Edward Chen, president and COO. The case is assigned to Judge Marvin Isgur. At the time of the filing, the Debtor estimated assets of $100,000 to $500,000 and debts of $1 million to $10 million. JTS LLC: Revised Plan Still Favors Gaedes, Creditors Lament ----------------------------------------------------------- H. Watt & Scott, Inc., SOLO, LLC, WSW, LLC, Seven C Investments, Inc., Robert A. Scott, Glenn L. Watts, Craig A. Watts, Bruce A. Chambers, and Lisa M. Chambers are judgment creditors of the estate of JTS, LLC, dba Johnson's Tire Services. They are opposing the Debtor's Second Amended Disclosure Statement Dated May 24, 2016. The Judgment Creditors tell the U.S. Bankruptcy Court for the District of Alaska that they fully support a liquidation plan. Unfortunately, despite invitation to work on a consensual liquidation plan that the Judgment Creditors could support, no return correspondence was received and no negotiations ensued. They further tell the Court that the Second Amended Disclosure Statement and Plan differs little from the first two plans, other than the percentage amount that would be paid to an insider, Dennis Gaede, from the liquidation of the assets. The percentage to be paid to Dennis Gaede drops in the Second Amended Plan, but regardless of the lower percentage, the Second Amended Plan again sets forth a plan that violates the absolute priority rule embodied in 11 U.S.C. Sec. 1129(b)(2)(B)(ii). The Judgment Creditors can support a liquidating plan, but not one that proposes to give to an insider 20% of all assets plus all the operating account cash under the guise of a "new value" exception -- in exchange for payment of $100,000, especially when that insider has received preference payments. They also contend that the absolute priority rule objection may go to plan confirmation issues, but it is an unproductive use of the estate assets to notice out for confirmation of a plan that is unconfirmable, and therefore the absolute priority rule objection is raised, in addition to specific objections going to the Second Amended Disclosure Statement. They note that Dennis Gaede was an original owner and had financial dealings with the Debtor up to the petition filing and is an insider (father of Kelly Gaede). The Judgement Creditors also point to a discrepancy in a plan provision. The Second Amended Disclosure at page 17 states the unsecured creditors "should recover approximately 50% of the amount of the claim if the Debtor is able to sell the Denali property for $12,000,000 by June, 2017." The Second Disclosure Statement states on Page 13 that the loan to Northrim Bank shall be paid in full by June 30, 2017, or Northrim Bank may commence a non-judicial foreclosure. The Second Amended Plan at page 5 states that the loan to Northrim Bank shall be paid in full by June 30, 2017, but on page 9 states that if the Denali Property "sale has not closed by December 31, 2016, Northrim Bank will be allowed to exercise its non-bankruptcy remedies against its collateral." "Which date is correct?," they ask. "Will the Debtor surrender the property on December 31, 2016, or June 30, 2017, or will the Debtor continue to remain in possession of the property and continue to operate up until the date of a foreclosure sale?" They also note that the Second Amended Disclosure states that the Denali Street Property was recently appraised at a value of $11,930,000. The appraisal is dated October 2015. The Anchorage real property market may be changing and the Second Amended Disclosure fails to describe the current market and trends. The Disclosure fails to disclose the history of efforts made by Gary Petros to sell the property, or that Gary Petros has been marketing the Denali Street Property for perhaps several years. The disclosure fails to disclose whether in the past several years, or however long Mr. Petros has been marketing the property, there have been any offers on the property. They also question the proposal to keep Kelly Gaede's salary at $14,000 a month. The Disclosure Statement, they contend, fails to explain or justify why Kelly Gaede's salary should remain at $14,000 per month in light of the fact that the debtor is reduced from 5 stores and 5 locations to one store and one location. The Second Amended Disclosure Statement should give greater detail and justification for management of all remaining employees needed when the Debtor only has the Denali location left. The Judgment Creditors want the Debtor to make these changes to the Plan: (1) 100% of the net sale proceeds from the Denali Street Property to be paid to the unsecured creditors up to payment in full of the allowed unsecured creditor claims. (2) 100% of the net Nokian Tyre litigation proceeds to be paid to the unsecured creditors up to payment in full of the allowed unsecured creditor claims. (3) 100% of any remaining existing cash to be paid to the unsecured creditors up to payment in full of the allowed unsecured creditor claims. (4) The claim(s) of Dennis Gaede to be characterized as equity investment, as they were pre-petition, and his claim(s) disallowed as a general unsecured creditor claim(s). They are represented in the case by: Michelle Boutin, Esq. RCO Legal - Alaska, Inc. 911 W. 8th Avenue, Suite 200 Anchorage, Alaska 99501 Tel: 907.754.9900 Fax: 907.334.5858 About JTS JTS, LLC, d/b/a Johnson's Tire Service, a privately held single member LLC owned by Kelly Gaede, is one of the largest family owned and operated independent tire dealer and auto repair companies in Alaska. The company provides three main services: (i) new tires (ii) tire change over (iii) automotive repair. With corporate headquarters in Anchorage, JTS, LLC currently operates three locations across the Anchorage Metro area, which services a combined population of 400,000 in the communities of Anchorage, Eagle River and Wasilla. The Eagle River and Wasilla locations were scheduled to close by Feb. 29, 2016. JTS, LLC sought Chapter 11 protection (Bankr. D. Alaska Case No. 15-00167) in Anchorage, Alaska, on June 15, 2015. JTS estimated $10 million to $50 million in assets and debt. The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in Anchorage, as counsel. The Debtor also engaged BDO, LLP as accountants to prepare income tax returns; Newhouse & Vogler as accountants to audit the Debtor's 2014 financial statement; and Gary Petros, a real estate agent with Jack White Commercial to list and sell the Debtor's property at 3300 Denali St, Anchorage. KOMODIDAD DISTRIBUTORS: Wants Substantive Consolidation of Cases ---------------------------------------------------------------- Komodidad Distributors, asks the U.S. Bankruptcy Court for the District of Puerto Rico to substantively consolidate its bankruptcy case with that of its affiliated debtors. Komodidad and its affiliated debtors are composed of the following five companies, which Komodidad contends are managed under common control: (a) Komodidad Distributors, Inc., organized for the purpose of selling apparel and accessories on a wholesale and retail basis, under the trade name of "Gatsby". The Company operates a central office and a warehouse in the City of Caguas, as well as nine stores located throughout the busiest cities of Puerto Rico and an online store. The stores operate under the trade name of "Gatsby" and "Shopgatsby.com", respectively. (b) G.A. Design & Sourcing Corp. organized for the purpose of researching and developing techniques, processes, procedures, specifications and designs for clothing, apparels, and accessories for men, women and children, and the licensing and franchising of such techniques, processes and procedures ("Intangible Business"); as well as to provide those services and goods to Komodidad. It is also engaged in the design for the local and export markets and the sale and distribution of products, including clothing, apparels and accessories to markets outside of Puerto Rico ("Export Business"). (c) G.A. Investors, S.E. and G.A. Property Development, Corp. were initially created for the hosting of Komodidad's "Gatsby" stores. These entities work with the rehabilitation and development of real estate properties and rental of commercial spaces for "Gatsby's" stores and third parties. (d) Gamaxport, Inc. organized for the purpose of offering services as purchasing agent of goods and their resale outside of Puerto Rico, as well as to provide the Group more competitive profit margins on goods purchased for resale. "In the instant matter, the facts warrant the grant of substantive consolidation. The Group shares similar and substantial identity; having common owners, directors and officers. In the ordinary course of their business, Komodidad operates as the home office for the Group with consolidated departments that serve all of the affiliates and provide the necessary support in terms of human resources, accounting department, mobilization of personnel to cover affiliates needs, finance department and houses the offices of all the main shareholders of all affiliated Debtors... The management and accounting of all Debtors is completely consolidated into the daily operations of Komodidad. For the most part, office personnel, warehouse and distribution, all service contracts (internet, telephone, repairs and maintenance, etc.) are handled through Komodidad... It would be highly ineffective in terms of cost, to attempt to separate the consolidated operations of the Group because Komodidad controls the finances, management, human resources and overall operations. In addition, all intercompany transactions are recognized in yearly consolidated financial statements," Kokomidad avers. FirstBank Puerto Rico's Preliminary Objection "Routine procedural consolidation of the Cases for administrative purposes is clearly warranted. 'First day' substantive consolidation, however – of Cases involving debtor entities with different assets and creditors, extensive prepetition intercompany transfers, and possible intercompany controversies – is entirely different and plainly improper. The fact that the Debtors would file such an extraordinary motion at the very outset suggests an effort to divert attention from prepetition intercompany activity. FirstBank believes an investigation of all such activity will be central to these Cases... Accordingly, FirstBank objects and reserves all rights with respect to the Motion and, to the extent it is not voluntarily withdrawn by the Debtors (which FirstBank has requested), FirstBank intends to (i) file a supplemental objection to the Motion on or before the June 10 deadline set by the Court; and (ii) take discovery in connection therewith," FirstBank contends. Komodidad Distributors, Inc., and its affiliated debtors are represented by: Javier Vilariño, Esq. VILARINO & ASSOCIATES LLC PO Box 9022515 San Juan, PR 00902-2515 Telephone: (787)565-9894 E-mail: jvilarino@vilarinolaw.com FirstBank Puerto Rico is represented by: Zachary H. Smith, Esq. MOORE & VAN ALLEN, PLLC 100 North Tryon Street, Suite 4700 Charlotte, N.C. 28202 Telephone: (704)331-1046 E-mail: zacharysmith@mvalaw.com - and - Antonio A. Arias, Esq. Lina M. Soler-Rosario, Esq. MCCONNELL VALDES, LLC P.O. Box 364225 San Juan, PR 00936-4225 Telephone: (787)250-5604 E-mail: aaa@mcvpr.com lms@mcvpr.com About Komodidad Distributors Komodidad Distributors, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-04161) on May 25, 2016. The petition was signed by Jorge Galliano, president. The Hon. Enrique S. Lamoutte Inclan presides over the case. The Debtor estimated assets of $50 million to $100 million and estimated debts of $10 million to $50 million. KRAZE INTERNATIONAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Kraze International, Inc. 178 Bul-mal-ro To-pyung-dong Ku-ri-si 11960 South Korea Case No.: 16-12143 Chapter 11 Petition Date: June 20, 2016 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Debtor's Counsel: Weon Geun Kim, Esq. WEON G. KIM LAW OFFICE 8200 Greensboro Drive, Suite 900 McLean, VA 22102 Tel: (571)-278-3728 Fax: (703) 462-5459 E-mail: jkkchadol99@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The Debtor did not include a list of its largest unsecured creditors when it filed the petition. LARRY KUSH: To Sell Condo to Fund Exit Plan ------------------------------------------- Larry Stuart Kush delivered to the U.S. Bankruptcy Court for the District of Arizona his Second Amended Plan and Disclosure Statement dated June 7, 2016. The Debtor owns one condominium, which is leased to a tenant. The condominium is located at 7601 E. Roosevelt St., #1018, Scottsdale, Arizona. Chase Bank holds a first position lien for approximately $199,000.00, and the debtor believes the real property has a value of $300,000. The condominium is insured, and real property tax payments are current. Likewise, the Debtor is current on assessments payable to the condominium owner's association. The Debtor estimates that the fair market value of the condominium is $300,000.00 based on the condition of the property and observed comparable sales in the area. The Debtor shall list the condominium for sale within 30 days following confirmation and sell the property for its fair market value determined by the potential buyer's appraiser. After deductions for the payment to the Class 2-A Claimant, commissions, taxes, inspections, escrow charges, insurance, and other customary selling expenses, the Debtor shall disburse net proceeds to claimants in order of their priority. Chase will retain its lien until its claim is paid. Holders of Allowed General Unsecured Claims will receive a pro-rata share of an estimated liquidation value of the Debtor's Estate of $245,000.00, plus a pro-rata share of the Debtor's disposable monthly income, which is estimated to be $52,800.00. The liquidation value is comprised of (a) estimated net proceeds from the sale of the condominium of $100,000.00, and non-exempt equity in the community residence of $175,000.00 ($700,000 value, less debt of $375,000.00, less the Debtor's spouse's homestead exemption of $150,000.00). Class 3-A consists of general unsecured claims that are not separately classified in Classes 3-B or 3-C. Class 3-A Claims total approximately $548,379.00 and represent approximately 36.5% of all claims against the Debtor. Class 3-A will be paid 36.5% of funds payable to Class 3 creditors. The Debtor estimates that Class 3-A will share a total distribution of $89,425.00 from proceeds from the liquidation of the Debtor's assets, and will receive a dividend of 36.5% of disposable monthly income ($19,272.00) contributed to the Plan. Class 3-B consists of the general unsecured claim of Polsinelli Shugart, which is estimated to be $600,000.00. The Class 3-B Claim is subject to a possible setoff on account of a potential malpractice claim the Debtors may bring against that creditor. If no setoff occurs, the Class 3-B Claimant will receive 40% of funds payable to Class 3 Claimants, or approximately $98,000.00. Class 3-B Claimants will also receive 40% of disposable monthly income ($21,120.00) to the Plan if no setoff occurs. Class 3-C consists of the general unsecured claim of Silverwood Real Estate Investments, LLC in the liquidated amount of $700,000.00. An appeal of the orders liquidating the claim is pending before the Arizona Court of Appeals, and such appeal may result in a remand of the case. The ruling of the Superior Court that is being appealed included a judgment against the Debtor for breach of fiduciary duty, which the Debtor believes is the only basis for an action to seek to prevent the discharge of the Debtor's obligation to Silverwood. Silverwood shall retain an allowed claim determined by the Court of Appeals and/or the Maricopa County Superior court on remand. If either Court upholds the earlier determination that the Debtor owed a fiduciary duty to Silverwood and also intentionally breached that duty, the Silverwood shall retain a non-dischargeable claim against the Debtor in the amount determined by the Superior Court on remand. In such case, Silverwood shall retain all rights granted to the holder of a non-dischargeable judgment, and Silverwood shall be unimpaired under the Plan. If the Court of Appeals rules against Silverwood's position, or the Superior Court rules against Silverwood's position on remand, Silverwood shall have an allowed claim in the amount of any judgment entered by the Superior Court. Such claim shall be dischargeable, and the Silverwood shall be treated as Class 3-A Claim. The Class 3-C Claim will receive approximately 23.5% of the funds to be paid to Class 3 Claimants, or approximately $57,575.00. The Class 3-C Claim will also receive 23.5% of the Debtor's projected disposal monthly income, or an additional $12,408.00. If the Plan is confirmed prior to resolution of the appeal of Silverwood's claim, Silverwood shall receive treatment as if the appeal were resolved against it. In addition to the amounts to be paid above, unsecured creditors will receive a pro rata share, up to the amount of their Allowed Claim, from any award or settlement obtained from any claim or right to payment the Debtor has scheduled against another person or entity. However, the Debtor shall have no obligation to pursue such claim if the Debtor is unable to find representation at a cost that is feasible for the Debtor. Such claims the Debtor may have includes a potential malpractice claim against Polsinelli Shugart. Whether such claim exists will depend on the outcome of the appeal before the Maricopa County Superior Court, and the Debtor cannot determine with any degree of certainty the value of the claim under the present circumstances. If any holder of a Class 3 Claim objects to confirmation of the Plan and the treatment identified above, and if such objection is not resolved prior to the hearing on Plan confirmation, then the total amount to be distributed to Class 3 shall be no less than the disposable monthly income that the Debtors anticipate receiving during the five year period beginning on the Effective Date. Payments of projected disposable monthly income shall be made in quarterly payments beginning on the last day of the calendar quarter in which the Plan is confirmed. For example, if the Plan were confirmed on August 1, 2016, payments would begin on September 30, 2016. The Debtor's projected disposable monthly income is estimated to be $880.00. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb13-15987-0149.pdf Larry Stuart Kush filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-15987) on September 13, 2013. He is represented by: Blake D. Gunn, Esq. Law Office of Blake D. Gunn P.O. Box 22146 Mesa, AZ 85277 Tel: (480) 270-5073 Fax: 480-393-7162 E-mail: Blake.Gunn@gunnbankruptcyfirm.com LIFE PARTNERS: Vida Capital Files Third Amended Plan ---------------------------------------------------- Vida Capital, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, a third amended joint Chapter 11 plan and accompanying disclosure statement for Life Partners Holdings, Inc., and its debtor affiliates. Vida believes that its Plan provides the maximum returns to holders of Fractional Interest Claims. Vida believes that its Plan will return up to approximately $111 million more to investors than the Trustee/Committee Plan. A comparison of Vida and the Trustee/Committee Plan: Vida Plan Trustee/Committee Plan -------------- ---------------------- Expected Plan Returns $1.209 billion $1.098 billion Invested Capital $1.364 billion $1.364 billion -------------- ---------------------- Total Returns 88.6% 80.4% Vida asserts that because it services policies and manages funds and investors every day as part of its normal business operations, it is uniquely positioned as a "one stop shop" to handle all investor needs following confirmation. A full-text copy of the Third Amended Disclosure Statement dated June 8, 2016, is available at http://bankrupt.com/misc/txnb15-40289-2376.pdf Vida Capital is represented by Jason S. Brookner, Esq., and Lydia R. Webb, Esq., at Gray Reed & Mcgraw, P.C., in Dallas, Texas. Counsel to the Chapter 11 Trustee: David M. Bennett, Esq. Katharine Battaia CLark, Esq. THOMPSON & KNIGHT LLP One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, TX 75201 Tel: (214) 969-1486 Fax: (214) 880-3293 Email: david.bennett@tklaw.com katie.clark@tklaw.com Counsel to the Official Committee of Unsecured Creditors: Joseph J. Wielebinski, Esq. Dennis L. Roossien, Jr., Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, TX 75201 Tel: (214) 855-7561 Fax: (214) 978-4375 Email: jwielebinski@munsch.com droossien@munsch.com U.S. Trustee may be reached at: Office of the United States Trustee for the Northern District of Texas Attn: Lisa L. Lambert 1100 Commerce Street Room 9C60 Dallas, Texas 75242 Email: lisa.l.lambert@usdoj.gov About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIGHTSTREAM RESOURCES: Deferred $32.1M Payment on 2nd Lien Notes ---------------------------------------------------------------- Bloomberg Brief reported that Lightstream Resources (TSX:LTS) deferred a $32.1 million payment due on its second-lien notes as it explores a potential restructuring and asset sales. According to Bloomberg, the company is talking to secured and unsecured creditors about a debt-for-equity swap. The Company said in a statement dated June 14, 2016, it has chosen to defer its US$32.1 million semi-annual interest payment due June 15, 2016 in respect to its outstanding 9.875% second lien notes ("Secured Notes"). The Company stated, "Pursuant to the indenture governing the Secured Notes, we have until July 15, 2016 (30 days) to make the interest payment before an event of default occurs. In addition, we are postponing our Annual General Meeting and we now intend to hold the meeting on or before August 31, 2016. "We are focused on our liquidity situation and have been engaged in discussions with the holders of a majority of the aggregate principal amount of Secured Notes as well as certain holders of our 8.625% unsecured notes ("Unsecured Notes"), regarding a possible restructuring of the Secured Notes and Unsecured Notes, including a conversion of this debt to equity. We are also continuing to pursue asset sales to address our balance sheet and liquidity position. In addition, we remain in discussions with our syndicate of lenders under our secured term credit facility regarding the restructuring and other strategic efforts. "The Company has cash on hand, currently in excess of $20 million, and monthly oil and gas sales revenue which averaged $24 million per month for the previous two months. We are continuing to pay all service providers, suppliers and contractors in the normal course of business as we pursue our strategic balance sheet initiatives. "With a view to reducing the expense and inconvenience to shareholders associated with holding two separate meetings, Lightstream sought and received an extension from the TSX to postpone our Annual General Meeting to as late as August 31, 2016 in order to accommodate any shareholder vote required for a potential strategic transaction. We will issue a press release when the record date and meeting date have been determined. About Lightstream Resources Lightstream Resources Ltd. is an oil and gas exploration and production company focused on light oil in the Bakken and Cardium resource plays. We are committed to delivering industry leading operating netbacks, strong cash flows and consistent operating results through leading edge technology applied to a multi-year inventory of existing and emerging resource play opportunities. Our long-term strategy is to efficiently develop our assets and deliver an attractive dividend yield. * * * The Troubled Company Reporter, on June 20, 2016, reported that S&P Global Ratings said it lowered its long-term corporate credit rating on Lightstream Resources Ltd. to 'D' (default) from 'CCC-'. At the same time, S&P Global Ratings lowered its issue-level rating on Lightstream's senior unsecured notes to 'D' from 'C'. The '6' recovery rating is unchanged and indicates S&P's expectation of negligible (0%-10%) recovery in a default scenario. "The downgrade reflects Lightstream's decision not to make an interest payment on its 9.875% senior secured notes due June 15, 2019, and our belief that the company will not make this payment before the 30-day grace period ends," said S&P Global Ratings credit analyst Michelle Dathorne. S&P expects Lightstream will likely restructure its debt under bankruptcy protection or a similar scenario. M SPACE: June 23 Hearing on Use of Cash Collateral -------------------------------------------------- M Space Holdings, LLC, sought and obtained, in the interim, authorization to use collateral and cash collateral of PNC Bank, National Association, from Judge Joel T. Marker of the U.S. Bankruptcy Court for the District of Utah, Central Division. The Debtor sought authority to use prepetition collateral and cash collateral to pay: (i) amounts authorized for payment pursuant to other first day motions filed concurrently with the Debtor's Cash Collateral Motion; (ii) operating costs and expenses; and (iii) other administrative and bankruptcy related expenses projected to be incurred during the Interim Period. The Debtor projected that it would need access to approximately $1,028,000 in cash collateral to avoid irreparable harm to its orderly liquidation and administration efforts from the Petition Date through June 2016. On a final basis, the Debtor projected that it would need the ability to use cash collateral through the week ending October 31, 2016. The Debtor contended that the use of cash collateral is essential to its ability to efficiently preserve and maximize the value of its assets as it transitions into Chapter 11. The Debtor further contended that its primary source of cash collateral and ability to maximize value in the case is dependent upon collecting future rents from leases of its modular units and performing an orderly sale of substantially all of its assets. A final hearing on the Debtor's Motion is scheduled for June 23, 2016 at 10:00 a.m. A full-text copy of the Interim Order, dated May 25, 2016, is available at https://is.gd/xvYlu0 M Space Holdings is represented by: Mona L. Burton, Esq. Sherilyn A. Olsen, Esq. Ellen E. Ostrow, Esq. HOLLAND & HART LLP 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Telephone: (801)799-5800 Facsimile: (801)799-5700 E-mail: solsen@hollandhart.com mburton@hollandhart.com eeostrow@hollandhart.com About M Space Holdings M Space Holdings, LLC, is a provider of turnkey complex modular space solutions. The Debtor sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016. The petition was signed by Jeffrey Deutschendorf, chief executive officer and president. The case is assigned to Judge Joel T. Marker. The Debtor's asset Liquidator is Gordon Brothers Commercial & Industrial, LLC. The Debtor estimated both assets and liabilities in the range of $50 million to $100 million. MIDSTATES PETROLEUM: Committee Hires Squire Patton as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Midstates Petroleum Company, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain Squire Patton Boggs (US) LLP as counsel to the Committee, nunc pro tunc to May 13, 2016. The Committee requires Squire to: a. provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under section 1102 of the Bankruptcy Code; b. advise the Committee in connection with the Debtors' use of cash collateral or any proposed DIP financing; c. analyze the Debtors' assets, financing transactions, the amount, extent and priority of any liens on or encumbrances against the Debtors' assets; d. assist the Committee in negotiating favorable terms for unsecured creditors with respect to any proposed asset purchase agreements for the sale of any of the Debtors' assets; e. provide legal advice as necessary with respect to any disclosure statement or plan filed in the Chapter 11 Cases, and with respect to the process for approving or disapproving any such disclosure statement or confirming (or denying confirmation of) any such plan, as appropriate; f. prepare on behalf of the Committee, as necessary, applications, motions, complaints, answers, orders, agreements, memoranda of law, and other legal papers; g. appear in Court to present necessary motions, applications, and pleadings, and to otherwise protect the interests of those unsecured creditors who are represented by the Committee; h. review the Debtors' schedules and statements; i. advise the Committee as to the implications of the Debtors' activities and motions before this Court; j. provide the Committee with legal advice in relation to the Chapter 11 Cases generally; and k. perform such other legal services as may be required and that are in the best interests of the Committee, the estates, and creditors. Squire will be paid at these hourly rates: Norman N. Kinel $920 Karol K. Denniston $855 Mark Salzberg $805 Peter Morrison $420 Kate Thomas $240 Within the United States, Squire's hourly rate for associates, partners and non-attorney personnel range from $130 to $1,150 or higher for our most senior partners and from $80 for new project assistants to $420 for experienced senior paralegals, with most non-attorney billing rates falling within the range of $180 to $315 per hour. Squire will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm provided the following in response to the request for additional information set forth in Paragraph D.1. of the Appendix B Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post- petition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The budget and staffing plan is in the process of being formulated, so it has not yet been approved by the Committee. Squire will provide a copy to the Committee and seek approval of the budget and staffing plan from the Committee in the near future. Norman N. Kinel, Esq., partner of the law firm of Squire Patton Boggs (US) LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Squire can be reached at: Norman N. Kinel, Esq., SQUIRE PATTON BOGGS (US) LLP 30 Rockefeller Plaza, New York, NY 10112 Tel: (212) 407-0130 Fax: (732) 690-4822 About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. Judge David R Jones presides over the case. Kurtzman Carson Consultants LLC serves as claims and noticing agent. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer. The Office of the U.S. Trustee on May 12, 2016, appointed three creditors to serve on the official committee of unsecured creditors. MIDSTATES PETROLEUM: Court Approves Stipulation Modifying Cash Use ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, approves the stipulation and agreed order between Midstates Petroleum Company, Inc., and its affiliated debtors, the First Lien Agent, the Consenting Second Lien Ad Hoc Committee, and the Consenting Cross-Over Ad Hoc Committee, modifying the May 2, 2016 Interim Cash Collateral Order. The stipulation provides that Paragraph 6(a) of the Interim Cash Collateral Order is hereby modified to authorize and direct the Debtors to pay to the First Lien Agent for the ratable benefit of the First Lien Secured Parties, adequate protection payments in an amount equal to all accrued and unpaid prepetition or postpetition interest, fees, and costs due and payable under the RBL Credit Agreement (including, without limitation, interest on loans (except as to LIBOR interest payments, which shall be paid at such time as those interest payments are due and payable), breakage costs and accrued fees owing to the First Lien Secured Parties), such payments to be calculated based on the relevant LIBOR Rate plus the Applicable Margin. Proposed Co-Counsel to the Debtors and Debtors in Possession: Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: edward.sassower@kirkland.com joshua.sussberg@kirkland.com -- and -- James H.M. Sprayregen, P.C. William A. Guerrieri, Esq. Jason Gott, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com will.guerrieri@kirkland.com jason.gott@kirkland.com -- and -- Patricia B. Tomasco, Esq. Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: ptomasco@jw.com mcavenaugh@jw.com jwertz@jw.com Counsel to the First Lien Agent: Charles S. Kelley, Esq. MAYER BROWN LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002 Telephone: 713-238-2634 Facsimile: 713-238-4634 Email: ckelley@mayerbrown.com -- and -- Joshua Wackerly, Esq. MAYER BROWN LLP 700 Louisiana St., Suite 3400 Houston, TX 77002 Telephone: 713-238-2613 Facsimile: 713-238-4613 Email: jwackerly@mayerbrown.com -- and -- Frederick D. Hyman, Esq. Christine A. Walsh, Esq. MAYER BROWN LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: 212-506-2500 Facsimile: 212-262-1910 Email: fhyman@mayerbrown.com cwalsh@mayerbrown.com Counsel for the Consenting Second Lien Ad Hoc Committee: Brian M. Resnick, Esq. Natasha Tsiouris, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Telephone: 212-450-4000 Facsimile: 212-701-5213 Email: brian.resnick@davispolk.com natasha.tsiouris@davispolk.com -- and -- R. Michael Farquhar, Esq. Philip L. Lamberson, Esq. WINSTEAD PC 500 Winstead Building 2728 N. Harwood Street Dallas, TX 75201 Telephone: 214-745-5400 Facsimile: 214-745-5390 Email: mfarquhar@winstead.com plamberson@winstead.com -- and -- Sean B. Davis, Esq. WINSTEAD PC 1100 JPMorgan Chase Tower 600 Travis Street Houston, TX 77002 Telephone: 713-650-8400 Facsimile: 713-650-2400 Email: sbdavis@winstead.com Counsel for the Consenting Cross-Over Ad Hoc Committee Dennis F. Dunne, Esq. Tyson M. Lomazow, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005-1413 Telephone: 212-530-5000 Facsimile: 212-530-5219 Email: ddunne@milbank.com tlomazow@milbank.com -- and -- Harry A. Perrini, Esq. Bradley R. Foxman, Esq. VINSON & ELKINS LLP First City Tower 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Telephone: 713-758-2222 Facsimile: 713-758-2346 Email: hperrin@velaw.com bfoxman@velaw.com Proposed Counsel for the Official Committee of Unsecured Creditors: Michael S. Forshey, Esq. Karol K. Denniston, Esq. SQUIRE PATTON BOGGS (US) LLP] 2000 McKinney Avenue, Suite 1700 Dallas, TX 75201 Telephone: 214-758-1500 Facsimile: 214-758-1550 Email: karol.denniston@squirepb.com michael.forshey@squirepb.com -- and -- Norman N. Kinel, Esq. SQUIRE PATTON BOGGS (US) LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: 212-872-9800 Facsimile: 212-872-9815 Email: normal.kinel@squirepb.com About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. Judge David R Jones presides over the case. Kurtzman Carson Consultants LLC serves as claims and noticing agent. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer. The Office of the U.S. Trustee on May 12, 2016, appointed three creditors to serve on the official committee of unsecured creditors. MIDSTATES PETROLEUM: Panel Hires Conway Mackenzie as E&P Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Midstates Petroleum Company, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain Conway Mackenzie, Inc. as special E&P advisor to the Committee, nunc pro tunc to May 20, 2016. The Committee requires Conway to: a. review and analysis of the Debtors' collateral and assets, including without limitation, lien reviews, production report reconciliations, title opinion reconciliations, lease review and data input reconciliations, proved reserve reconciliations; reserve report review and reconciliations and unitization and pooling issues and reconciliations; b. provide information and analysis as and when requested by counsel for the Committee in order to assist counsel and BRG in connection with issues relating to use of cash collateral, any plans of liquidation or reorganization promulgated in the Debtors cases and any other E&P industry related matters; c. provide testimony, including expert testimony, as necessary and to the extent requested by counsel for the Committee, with respect to matters or in any proceeding before the Bankruptcy Court, including matters relating to (i) Debtors' oil, gas and related assets; (ii) the extent, validity and priority of any liens, claims or encumbrances, if any, against the Debtors' oil, gas and related assets; and (iii) any other matters which may arise in the Debtors' cases requiring the testimony of a non-consulting expert witness for the Committee; and d. render such other general oil and gas business consulting or other assistance as the Committee and its counsel may deem necessary and that are consistent with its role as Special E&P Advisor to the Committee that are not duplicative of services provided by the Committee's Financial Advisor. Conway will be paid at these hourly rates: John T. Young, Jr. $1,045 Paul J. Jansen $765 Elizabeth B. Curry, P. E. $545 Michael W. Morton $585 Matthew J Reilly $445 Senior Associate $400 Senior Managing Director $1,045 Conway will also be reimbursed for reasonable out-of-pocket expenses incurred. John T. Young, Jr., a senior managing director at Conway Mackenzie, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Conway can be reached at: John T. Young, Jr. CONWAY MACKENZIE, INC. 1301 McKinney Street, Suite 2025 Houston, TX 77010 Tel: (713) 650-0500 Fax: (713) 650-0502 E-mail: JYoung@ConwayMacKenzie.com About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. Judge David R Jones presides over the case. Kurtzman Carson Consultants LLC serves as claims and noticing agent. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer. The Office of the U.S. Trustee on May 12, 2016, appointed three creditors to serve on the official committee of unsecured creditors. MIDSTATES PETROLEUM: Requires Creditors to File Claims by July 22 ----------------------------------------------------------------- Midstates Petroleum Company, Inc., and its affiliated debtors propose, among other things, the following Bar Dates for Filing of Proofs of Claim: * Claims Bar Date: Establishing July 22, 2016 as the last date for each persons and entities, other than governmental units, who wish to assert a Claim against any of the Debtors. * Governmental Bar Date: Establishing November 1, 2016, solely as to governmental units, as the last date for such governmental until to file proofs of claim against any of the Debtors. The Office of the United States Trustee for the Southern District of Texas and the Official Committee of Unsecured Creditors in these chapter 11 cases support the relief requested by the Motion and entry of the Bar Date Order, and have agreed to the form of the proposed Bar Date Order. Proposed Co-Counsel to the Debtors and Debtors in Possession: Patricia B. Tomasco, Esq. Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: ptomasco@jw.com mcavenaugh@jw.com jwertz@jw.com -- and -- Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: edward.sassower@kirkland.com joshua.sussberg@kirkland.com -- and -- James H.M. Sprayregen, P.C. William A. Guerrieri, Esq. Jason Gott, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com will.guerrieri@kirkland.com jason.gott@kirkland.com About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. Judge David R Jones presides over the case. Kurtzman Carson Consultants LLC serves as claims and noticing agent. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer. The Office of the U.S. Trustee on May 12, 2016, appointed three creditors to serve on the official committee of unsecured creditors. PARAGON OFFSHORE: Needs Until August 12 to Decide on Leases ----------------------------------------------------------- Paragon Offshore plc and its affiliated debtors ask the U.S. Bankruptcy Court for a 60-day extension of the time to assume or reject unexpired leases of nonresidential real property from June 13, 2016, through and including August 12, 2016. According to the Debtors, the Unexpired Leases are necessary for the maintenance of their operations, storage of their valuable assets, and management of their business at key locations outside the United States. Additionally, the Debtors aver that they have sufficient liquidity to remain current on their postpetition obligations under the Unexpired Leases. Moreover, the Debtors tell the Court that no party in interest will be prejudiced by the requested extension of the Assumption/Rejection Deadline considering that the Debtors are making timely payments for the use of the premises associated with the Unexpired Leases, and are continuing to perform their other obligations under the Unexpired Leases in a timely fashion. Likewise, under the Debtors' Plan, all executory contracts and unexpired leases to which any of the Debtors are parties will be assumed on the "Effective Date," so that, if confirmation will be delayed, an extension of the Assumption/Rejection Deadline will provide the Debtors with the flexibility necessary to accommodate any such delay without the need for an emergency extension of the time to assume or reject unexpired leases of nonresidential real property. Attorneys for Debtors and Debtors in Possession: Mark D. Collins, Esq. Paul N. Heath, Esq. Amanda R. Steele, Esq. Joseph C. Barsalona II, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: collins@rlf.com heath@rlf.com steele@rlf.com barsalona@rlf.com -- and -- Gary T. Holtzer, Esq. Stephen A. Youngman, Esq. Alfredo R. Pérez, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: gary.holtzer@weil.com stephen.youngman@weil.com alfredo.perez@weil.com About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. PICO HOLDINGS: Bloggers Wonder about Fate of PICOGate ----------------------------------------------------- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $664 million in assets and $434 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. The bloggers note that two weeks have passed since they released PICOGate. "We and our experts find the silence unusual and not reassuring. But we reserve judgment for now. We hope that Howard Brownstein and the PICO Audit Committee are taking action that is commensurate with the breach of trust that has occurred -- and the fact that it persisted for 6 years." The bloggers provide an interesting PICO factoid. "In May of 2010, PICO's market capitalization was roughly $700 million. Today, PICO's market capitalization barely crosses $200 million. Assuming 250 workdays per year, Mr. Hart has destroyed $325,000 in shareholder value every day he has shown up for work. We wish he would call in sick more often." The Bloggers walk the walk. "PICO shareholders should understand that, in relation to PICOGate disclosure, we had a few choices. Broadly speaking, we saw three options: a) Send it to Howard Brownstein, Chair of the Audit Committee, and allow the PICO gears and pulleys to work; b) Turn it over to the Securities and Exchange Commission; or c) Run it through the RPN blog and let the law of the financial jungle sort it out. The main advantage to turning the evidence over to the SEC was the potential for a Whistleblower Award -- a benefit which would have inured exclusively to us here at RPN. We calculated that our award would migrate to the high end of the 10%-30% of settlement range -- perhaps 25%. Next, we analyzed the amount of a potential settlement. The PICOGate transgression endured for 6 years, two individuals were involved, both perpetrators are of financial means. We guessed a settlement would equate the minimum for an award, or $1,000,000. Our best guess was that we may be in line for an award of $250,000 if we turned our PICOGate evidence over to the SEC. But there was an enormous disadvantage to the SEC route: time. Due to the nature of the offense, the dollars involved, PICO's small size and low-profile, we calculated it would take a year for the SEC to substantially respond. This meant we at RPN would be in possession of material information whose revelation would benefit our fellow PICO shareholders. But we would withhold it from you for our own personal benefit. We might get a big payday in a year, but in the meantime, the PICO struggle would continue without the potential advantages of the PICOGate information. Any windfall we may receive would set us economically apart from our fellow PICO shareholders. We were uneasy with that. So we examined running the evidence through the blog. The blog's main advantage was instant sunlight: everyone would have the same information, everyone would know Messrs. Hart and Slepicka had breached PICO shareholder trust. All parties in interest could instantly respond as they saw fit. The blog would serve as an efficient market for information. The downside of utilizing the blog inured to RPN: once we publicly divulged the PICOGate evidence, its value in a Whistleblower Award was forever lost. Our final measure was to compare the NPVs. We asked ourselves "Which option is likely to produce the highest NPV to PICO shareholders?" The answer was obvious. You know the result -- we ran PICOGate through the blog. Passing on the potential to receive a quarter million dollars was no small choice. We laughed around the RPN Boardroom the other day as we totaled our cumulative costs. If we add our cash costs ($3,000) to a blended rate for our time multiplied by hours spent, we roughly calculate that we have invested $75,000 in RPN ($200 per hour x 60 hours per month x 6 months). For those of you with good memories, you know $75,000 is just a Steph Curry jump shot from Central Square's $100,000 expense reimbursement. And our number climbs with every post. When we activated this blog, our motto was: By PICO Shareholders, Of PICO Shareholders, For PICO Shareholders. We stand shoulder to shoulder with our fellow PICO shareholders. We ran PICOGate through the blog because could not sleep at night knowing we had potentially useful information that we withheld from our fellow shareholders for our own personal benefit." REPUBLIC AIRWAYS: Asks Until Sept. 22 to Decide on Leases --------------------------------------------------------- Republic Airways Holdings Inc. and its wholly-owned subsidiaries ask the U.S. Bankruptcy Court for an additional ninety days extension of the initial 120-day period to assume or reject its unexpired leases of nonresidential real property from June 24, 2016, through and including September 22, 2016. The Debtors' operate a large and complex business with operations and financial interests throughout the United States, and as part of its operations, the Debtors' estimates that it is party to more than 30 Unexpired Leases, including lease agreements for office space, hangar space, aircraft maintenance facilities, and points of presence in airports. The Debtors are currently undertaking a comprehensive review of its Unexpired Leases, but has not yet had an opportunity to make its determinations regarding the assumption or rejection of most considering that one of the Debtors' primary objectives in these chapter 11 cases is to obtain modified agreements with its codeshare partners, United Continental Holdings, Inc., American Airlines Group, Inc., and Delta Air Lines, Inc. The Debtors have not yet obtained Court's approval on its agreements with American and United although they have obtained a Court-approved comprehensive settlement with Delta, and without certainty with regard to all of its codeshare agreements, Republic cannot make final determinations with regard to which of its Unexpired Leases to assume or reject. Attorneys for the Debtors and Debtors in Possession: Bruce R. Zirinsky, Esq. Sharon J. Richardson, Esq. Gary D. Ticoll, Esq. ZIRINSKY LAW PARTNERS PLLC 375 Park Avenue, Suite 2607 New York, New York 10152 Telephone: (212) 763-0192 Email: bzirinsky@zirinskylaw.com srichardson@zirinskylaw.com gticoll@zirinskylaw.com -- and -- Christopher K. Kiplok, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 837-6000 Email: chris.kiplok@hugheshubbard.com gabrielle.glemann@hugheshubbard.com About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. REPUBLIC AIRWAYS: Seeks Approval to Pay $1.56-Mil. in Bonuses ------------------------------------------------------------- Republic Airways Holdings Inc. and certain of its subsidiaries ask the U.S. Bankruptcy Court to approve their (a) key employee incentive plan for the members of their senior management team, and (b) key employee retention plan for a select group of key employees who are not "insiders." The Debtors' senior management team, comprised of six senior executives, includes: (a) President, Chief Executive Officer and Chairman of the Board of Directors, (b) Chief Financial Officer and Senior Vice President, (c) Chief Restructuring Officer and Senior Vice President, (d) acting Chief Operating Officer and Senior Vice President, (e) Chief Administrative Officer and Senior Vice President, and (f) Vice President, General Counsel, who collectively have the greatest influence upon the Debtors' financial performance and chances of success in these chapter 11 cases. The Debtors assert that each member possesses significant knowledge of the airline industry and the Debtors' business and drives the high-level operations that dictate the Debtors' financial performance. Among other things, the KEIP provides for following terms: 1. The KEIP allows for quarterly individual cash award opportunities and continuing until the Debtors' emergence from chapter 11. Quarterly financial and operational targets will be established annually by the compensation committee of Republic's Board of Directors. 2. Award Opportunities are directly tied to financial and operational performance metrics that will be used to measure quarterly performance: (a) Financial Performance, measured by Operating Income (excluding restructuring costs), weighted 50%, (b) non-carrier-controlled cancellations, weighted 37.5%, and (c) On-Time Arrival, which represents the percentage of arrivals that are within 14 minutes of schedule, weighted 12.5%. Each of these metrics is comparable to metrics utilized in Republic's historical compensation structure. 3. Threshold and maximum payments will be set at 50 percent and 200 percent of target payments, respectively, for each of the three Performance Metrics. The overall payment from the KEIP will be the sum of independently calculated payments for each of the three Performance Metrics. 4. Performance against each Performance Metric will be measured and assessed quarterly. No payments will be made if performance falls below the minimum threshold level. 5. The total cost of the KEIP for 2016 is approximately $390,609 each quarter at threshold payment levels, $781,220 each quarter at target payment levels, and $1.56 million each quarter at maximum payment levels. The Debtors' achievement of specified threshold goals for all three quarters would result in Award Opportunity Payments of approximately $1.17 million, while approximately $2.34 million Award Opportunity Payments will result upon achievement of specified target goals for the three metrics, and, if Republic exceeds target for all three quarters, the maximum aggregate Award Opportunity payments for all three quarters would be approximately $4.69 million. The Debtors tell the Court that their senior management undertook a confidential and comprehensive review of their ongoing staffing requirements and identified certain key employees who are required by federal regulations or who possess specialized experience in the airline industry, institutional know-how, or supervisory responsibilities over the Debtors' day-to-day operations. The senior management identified approximately 115 (non-insider) employees vital to the Debtors' business and reorganization efforts and anticipates that it may identify up to an additional 10 more (non-insider) key employees who are essential to the restructuring. The Debtors have divided the KERP Participants into separate tiers: (a) Tier I Participants: consist of approximately 45 employees at the director, managing director, and non-executive vice president levels, whose annual salaries range from $74,176 to $210,000 and who had been eligible to receive Long Term Incentive Awards in the past, and each possesses important experience, relationships, and familiarity with the Debtors' operations and infrastructure, difficult and costly to replace, and (b) Tier II Participants: consist of approximately 75 managers, senior managers, engineers, and other employees with technical specialties whose annual salaries range from $48,500 to $106,175 and who also have a critical role in the Debtors' restructuring efforts and provide essential safety, operational, and back-office functions with limited redundancy. The Debtors designed the KERP with the goal of ensuring employee retention during the critical stages of the Debtors' reorganization and throughout the chapter 11 cases, ensuring that its terms are competitive within the industry and to be a cost-effective way to provide the appropriate incentives to retain personnel essential to the Debtors’ restructuring. The following is an overview of the KERP: (a) The KERP is a cash retention plan to be effective as of April 1, 2016. Payments under the KERP are based on continued employment: 30% of opportunity would be payable on June 23, 2016 and the remaining 70% would be payable on the earliest of three events: (1) emergence from chapter 11, (2) involuntary separation from the Republic, and (3) April 4, 2017. (b) The award opportunity for a KERP Participant ranges from 15 percent to 35 percent of base salary for Tier I Participants (totaling approximately $1,200,000), and 15 percent to 30 percent of base salary for Tier II Participants (totaling approximately $1,100,000). (c) If a KERP Participant is terminated not for cause, unpaid KERP amounts will be paid to that employee. In the case of a voluntary separation or termination for cause, unpaid KERP payments would be forfeited. (d) The total maximum cost of the KERP is approximately $2.3 million, which represents approximately 0.19 percent of the Debtors' revenue. U.S. Trustee Objects to Payment of Bonuses William K. Harrington, the U.S. Trustee for Region 2, complains that neither of the bonus plans satisfies the requirements of Section 503(c) of the Bankruptcy Code because the KEIP Plan, which seeks to pay quarterly based cash awards to six of the Debtors' insiders, is a retentive based plan, and based on the historical performance of the Debtors, the benchmarks described as incentivizing the ELT are not difficult goals to achieve. Additionally, the proposal to pay the ELT cash awards for simply performing the fiduciary duties they were hired to perform is not a basis to pay bonuses to these six insiders. The U.S. Trustee further complains that the KERP Plan is deficient in two respects: First, the Debtors failed to analyze within the framework of Section 503(c)(1) of the Bankruptcy Code the proposal to compensate several employees holding the titles of Vice-President, Managing Director and Director; and Second, the Debtors have failed to provide any detail or criteria as to how they will determine to award and allocate the proposed bonuses under the KERP to the individual KERP participants. To address concerns raised by the Creditors' Committee, the Debtors have modified the terms of the KERP, where the Debtors specifically agreed to defer the first KERP payment originally proposed to be paid on June 23, 2016, to September 15, 2016, and the Debtors also have reduced the pool available for KERP awards from to $2.3 million to $2 million. According to the Debtors, the U.S. Trustee's argument that the KERP Participants are presumptively "insiders" within the meaning of Section 101(31), that should be overruled because the KERP Participants are not insiders of the Debtors and the Southern District of New York recognizes no presumption otherwise. The U.S. Trustee points out that none of the KERP Participants has the ability to dictate corporate policy or the discretionary authority to implement changes or decisions on his or her own all must follow a chain of command within the company and report, either directly or indirectly, to a member of Republic's Executive Leadership Team. The Debtors also filed a Supplemental Koscal Declaration, which provides additional information concerning the KERP, including information concerning how the amount of individual KERP awards will be determined. The Declaration maintained that: (a) Tier I Participants who are in good standing will be eligible to receive a KERP award between 15 and 35 percent of their base salary. (b) Tier II Participants who are in good standing will be eligible to receive a KERP award between 15 and 30 percent of their base salary. (c) Where each KERP Participant's award ultimately falls within those ranges will be determined in an exercise of business judgment by the members of the Executive Leadership Team that head the department in which the KERP Participant works. The Court will convene a hearing on July 20, 2016, for consideration of the proposed Key Employee Incentive Plan. Attorneys for the Debtors and Debtors in Possession: Bruce R. Zirinsky, Esq. Sharon J. Richardson, Esq. Gary D. Ticoll, Esq. ZIRINSKY LAW PARTNERS PLLC 375 Park Avenue, Suite 2607 New York, New York 10152 Telephone: (212) 763-0192 Email: bzirinsky@zirinskylaw.com srichardson@zirinskylaw.com gticoll@zirinskylaw.com -- and -- Christopher K. Kiplok, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 837-6000 Email: chris.kiplok@hugheshubbard.com William K. Harrington, the United States Trustee for Region 2: Susan D. Golden, Esq. Brian S. Masumoto, Esq. Trial Attorneys OFFICE OF THE UNITED STATES TRUSTEE 201 Varick Street, Room 1006 New York, New York 10014 Telephone: (212) 510-0500 Facsimile: (212) 668-2255 About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. REPUBLIC AIRWAYS: Seeks Approval to Renew $7.3MM L/Cs ----------------------------------------------------- Republic Airways Holdings Inc. and certain of its subsidiaries ask the U.S. Bankruptcy Court to approve a Letter Agreement between RAH, Shuttle America Corporation, and Republic Airline Inc., on the one hand, and Deutsche Bank AG New York Branch, in its capacity as Administrative Agent, on the other hand. There are 15 Letters of Credit subject of the Motion outstanding in the aggregate amount of $7,370,500 securing three types of obligations, particularly: (a) principal amount of $1,950,000.00 for the benefit of Chubb & Son to secure the Debtors' workers' compensation insurance program, (b) a combined total amount of $5,270,500 for the benefit of the Miami Dade-Aviation Department, the City of Houston, the Port Authority of New York and New Jersey, the Edmonton Regional Airports Authority, the Massachusetts Port Authority, Aeroports de Montreal, the City of Chicago, the Greater Toronto Airports Authority, and the City of Philadelphia to secure the Debtors' obligations related to airport loading and usage fees, and (c) combined amount of $150,000 for the benefit of Western Surety Company to secure import and export obligations related to the procurement of foreign parts required for the maintenance of the Debtors fleet of aircraft. The Letters of Credit are each scheduled to expire on July 20 or July 22, 2016. Accordingly, the Debtors have determined that it is in the best interests of their estates to enter into the Letter Agreement with the Agent and the LC Facility Lender to renew the existing Letters of Credit. The Agent and the LC Facility Lender agreed to renew the Letters of Credit, inter alia, as follows: (a) The Debtors will collateralize the Letters of Credit by depositing an aggregate amount equal to $7,370,500 in three installments in the LC Facility Letter of Credit Account, with the first installment of $2,567,161 due on May 20, 2016, the second installment of $2,567,161 due on May 23, 2016, and the third installment of $2,236,177 due on May 30, 2016. (b) The Debtors seeking Bankruptcy Court approval of the grant to the Agent of a fully perfected, first priority lien in the cash deposited in the LC Facility Letter of Credit Account. (c) The Debtors have deposited two installments of $2,567,161.19 each in the LC Facility Letter of Credit Account on May 20, 2016 and May 23, 2016. Credit Facility The Debtors also ask the Court to approve a letter of credit facility under that a Credit and Guaranty Agreement, authorizing (a) the LC Facility Lender to renew certain letters of credit, (b) the Debtors to deposit cash collateral as security for the renewed letters of credit, and (c) granting the Agent a fully protected, first priority lien on the Cash Collateral as security for the Debtors' obligations with respect to the Letters of Credit. RAI, as borrower, together with RAH and SAC, each as guarantors, entered into the Credit Agreement with the Agent and the lender parties thereto, pursuant to which the Lenders committed to extend a revolving credit facility with draws not to exceed $60,000,000 in aggregate. The Credit Agreement further provides that RAI may request the issuance of letters of credit under the Credit Agreement and the LC Facility Lender would extend up to an additional $10,000,000 in credit under the facility in respect of such Letters of Credit. Under the Credit Agreement, Republic is charged a fee of 1.5% of the daily average exposure under issued letters of credit per year, with a minimum fee of $750, plus the Bank’s customary and usual fees for issuance, processing, and amendments. The Debtors' obligations under the Credit Agreement are secured by first priority liens against certain aircraft spare parts collateral pursuant to related mortgage and security agreements. To maintain the protection of the automatic stay with respect to the aircraft spare parts collateral under the Credit Agreement, the Debtors filed a Notice of Election with Respect to Spare Parts Collateral agreeing to perform all obligations and cure certain defaults under the mortgage and security agreements related to the Credit Agreement. Attorneys for the Debtors and Debtors in Possession: Bruce R. Zirinsky, Esq. Sharon J. Richardson, Esq. Gary D. Ticoll, Esq. ZIRINSKY LAW PARTNERS PLLC 375 Park Avenue, Suite 2607 New York, New York 10152 Telephone: (212) 763-0192 Email: bzirinsky@zirinskylaw.com srichardson@zirinskylaw.com gticoll@zirinskylaw.com -- and -- Christopher K. Kiplok, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 837-6000 Email: chris.kiplok@hugheshubbard.com About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. REVEL AC: Owner Balks at Getting Casino License ----------------------------------------------- The Daily Bankruptcy Review, citing the Associated Press, reported that the new owner of the former Revel casino in Atlantic City, New Jersey, said that he won't begin reopening the property while state gambling regulators insist that he get a casino license. According to the DBR report, Glenn Straub told the AP's Wayne Parry that he should not have to go through the same costly, time-consuming licensing that other casino owners do because he is acting simply as a landlord to an outside company that would run the casino. The AP said the Florida developer, who is trying to reopen the $2.4 billion resort that he bought for 5 cents on the dollar out of bankruptcy court, said the state Division of Gaming Enforcement told him on June 17, 2016, he must obtain a casino license. "They have totally abused their discretion," Mr. Straub told the AP. "We're just a landlord -- a vendor, really. Like someone who provides produce. I'm not going to run the casino; why do I need a casino license?" He said he plans to appeal the matter to the state Casino Control Commission, the report related. In the meantime, Straub said, he will not move forward with plans to start reopening the hotel and non-gambling attractions right away, in large part because he cannot get liquor licenses for them under the current circumstances, the report further related. David Rebuck, director of the Division of Gaming Enforcement, said the state will consider allowing Straub to obtain a lower-level license, but emphasized that he needs some level of license before the casino can reopen, the report added. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases of Revel AC LLC and its debtor-affiliates are transferred to Judge Michael B. Kaplan. The Debtors' cases was originally assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013,the 2013 Plan was confirmed and became effective on May 21, 2013. * * * Revel AC, Inc., et al., on April 20, 2015, filed an amended plan of reorganization and accompanying disclosure statement to incorporate the terms of a settlement and plan support agreement entered into with the Official Committee of Unsecured Creditors, and Wells Fargo Bank, N.A., as DIP Agent, and Wells Fargo Principal Lending, LLC, as a Prepetition First Lien Lender and DIP Lender. The Settlement Agreement, among other things, provides that Wells Fargo agrees to give the general unsecured creditors $1.60 million of its recovery from the proceeds of the sale of substantially all of the Debtors' assets to Polo North Country Club, Inc., and to advance $150,000 from its recovery to fund the Debtors' reconciliation of claims and prosecution of claims or estate causes of actions. Early in April 2015, U.S. Bankruptcy Judge Gloria Burns approved an $82 million sale of the Revel Casino Hotel to Polo North Country Club, Inc., which is owned by Florida developer Glenn Straub, ending nearly 10 months of contentious legal combat for control of the Atlantic City, N.J., resort. ROADRUNNER ENTERPRISES: Seeks to Sell C-Store, Campground for $625K ------------------------------------------------------------------- Roadrunner Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court to sell its business and real property located at: (a) 2730 E. Hundred Road, in Chester, Virginia; and (b) 13830, 13900, and 13902 Jefferson Davis Highway, in Chester, Virginia. Per the 2014 Tax Assessment, the C-Store was assessed at $862,600. The Debtor entered into a contract for the sale of the C-Store with Meadow Petroleum, Inc., for a purchase price of $625,000. The retail product inventory will be sold by the Debtor to the Purchaser in a separate bill of sale at closing, which is estimated to generate approximately $10,000. Certain other equipment located in the C-Store not owned by the Debtor will be sold subject to a separate bill of sale. Per the 2014 Tax Assessment, the Campground was valued at $603,200. The Debtor entered into a contract for the sale of the Campground with the Purchaser, agreeing to a purchase price for the of $475,000. The retail product inventory will be sold by the Debtor to the Purchaser in a separate bill of sale at closing. The Court will convene a hearing on June 22, 2016, to consider the Debtor’s proposal to sell C-Store and Campground properties. Roadrunner Enterprises, Inc. is represented by: Robert S. Westermann, Esq. Rachel A. Greenleaf, Esq. HIRSCHLER FLEISCHER, P.C. The Edgeworth Building 2100 East Cary Street Post Office Box 500 Richmond, Virginia 23218-0500 Telephone: (804) 771-9500 Facsimile: (804) 644-0957 Email: rwestermann@hf-law.com rgreenleaf@hf-law.com About Roadrunner Enterprises Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. SAAB CARS: Trademark Consigned to Scrap Yard -------------------------------------------- The Daily Bankruptcy Review, citing Agence France-Presse, reported that the Saab car brand was dumped on the scrap yard of automobile history when the trademark's most recent user said they would give up trying to recycle the venerable name. According to the report, National Electric Vehicle Sweden, which was created to take over the assets of Saab Automobiles in 2012 following the automaker's bankruptcy, built Saab cars for a few months before throwing in the towel in May 2014. The APF reported that since 2014, NEVS has failed to persuade trademark owners the Saab aero and defence group to let it continue to use the Saab name for its own future generation of electric cars. NEVS said it will base its first electric vehicle, to launch next year, on the Saab 9-3 platform but will use its own name as the trademark, the report related. "That means that NEVS will no longer use the Saab trademark," it said, the report cited. About Saab Cars N.A. More than 40 U.S.-based Saab dealerships have signed an involuntary chapter 11 bankruptcy petition for Saab Cars North America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30, 2012. The petitioners, represented by Wilk Auslander LLP, assert claims totaling $1.2 million on account of "unpaid warranty and incentive reimbursement and related obligations" and/or "parts and warranty reimbursement." Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in New York, signed the Chapter 11 petition on behalf of the dealers. Donlin, Recano & Company, Inc. (DRC), has been retained to provide claims and noticing agent services to Saab Cars North America, Inc. in its Chapter 11 case. The dealers want the vehicle inventory and the parts business to be sold, free of liens from Ally Financial Inc. and Caterpillar Inc., and "to have an appropriate forum to address the claims of the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg News. Saab Cars N.A. is the U.S. sales and distribution unit of Swedish car maker Saab Automobile AB. Saab Cars N.A. named in December an outside administrator, McTevia & Associates, to run the company as part of a plan to avoid immediate liquidation following its parent company's bankruptcy filing. Saab Automobile AB is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. Saab Automobile AB, Saab Automobile Tools AB and Saab Powertain AB filed for bankruptcy on Dec. 19, 2011, after running out of cash. On Feb. 24, 2012, the Court, in consideration of the petition filed on Jan. 30, 2012, granted Saab Cars North America, Inc., relief under Chapter 11 of the Bankruptcy Code. Attorneys Stevens & Lee, P.C., and Butzel Long, represent the Debtors as counsel. On March 9, 2012, the U.S. Trustee formed an official Committee of Unsecured Creditors and appointed these members: Peter Mueller Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and Delaware Motor Sales, Inc. The Committee tapped Wilk Auslander LLP as general bankruptcy counsel, and Polsinelli PC as its Delaware counsel. As of July 16, 2013, all conditions to consummation of the Third Amended Plan of Liquidation of Saab North America, Inc., set forth in Article 6.1 of the Plan were either satisfied or waived, according to papers filed with the Bankruptcy Court on July 18, 2013. Accordingly, on July 18, 2013, counsel for the Liquidating Trustee sent notice that the Effective Date occurred with respect to the Plan. SHEEHAN PIPE LINE: Cash Use Through July 22 Approved ---------------------------------------------------- Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma, issued a final order authorizing Sheehan Pipe Line Construction Company to use cash collateral of Caterpillar Services Corporation and Zurich American Insurance Company and Fidelity & Deposit Company of Maryland. Judge Michael authorized the Debtor to use cash collateral beginning with the April 15, 2016 Petition Date up to the earliest to occur of: (a) July 22, 2016 ("Expiration Date"), which may be extended for a subsequent budget period; (b) the dismissal of the Debtor's Chapter 11 case or the conversion of the case under Chapter 7 of the Bankruptcy Code; (c) the appointment or election of a trustee, examiner with expanded powers, or any other representative with expanded powers; (d) the occurrence of the effective date or consummation date of a plan of reorganization for the Debtor; (e) the failure by the Debtor to deliver to CAT and Zurich any of the documents or other information required to be delivered pursuant to the Final Order when due or any such documents or other information shall contain a material misrepresentation; (f) failure to adhere to the Budget or a Subsequent Budget except with respect to Permitted Deviations or Non-Conforming Uses; (g) the failure by the Debtor to observe or perform any of the material terms or material provisions contained herein; or (h) the entry of an order of this Court reversing, staying, vacating or otherwise modifying in any material respect the terms of the Final Order. Judge Michael acknowledged that good, adequate, and sufficient cause has been shown to justify entry of the Final Order. He further acknowledged that granting the relief set forth in the Final Order will permit the Debtor to meet its expenses and to maximize value for the benefit of creditors. A full-text copy of the Final Order, dated May 26, 2016, is available at https://is.gd/hpsFdX About Sheehan Pipe Line Construction Sheehan Pipe Line Construction Company, a contractor that constructs pipelines in various states across the country, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Okla. Case No. 16-10678) on April 15, 2016, listing total assets of $90.2 million and total debt of $68.4 million. The petition was signed by Robert A. Riess, Sr., the president and CEO. McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel to the Debtor. The case is pending before Judge Terrence L. Michael. SKAGIT GARDENS: Has Interim Nod to Use Cash Until July 15 --------------------------------------------------------- Debtor Skagit Gardens, Inc., sought and obtained, in the interim, authorization to use cash collateral from Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington. Judge Alston authorized Skagit Gardens to use the cash collateral of Sterling National Bank, as assignee of NewStar Business Credit, LLC, as administrative agent and lender, and Aequitas Commercial Finance, LLC. Skagit Gardens sought authorization to use cash collateral in order to continue its ongoing operations in the ordinary course of business, and in order to avoid disruption of such operations. Judge Alston held that Skagit Gardens and the estate will suffer immediate and irreparable harm if the relief approved is not granted. "Without access to Cash Collateral, Skagit Gardens will be unable to meet its current working capital needs, pay ongoing ordinary course expenses, pay payroll and other taxes, obtain goods and services, meet customer obligations, obtain continued trade credit, and attract new business, all of which will severely and irreparably damage its business and the going concern value thereof. Skagit Gardens thus has an immediate and crucial need for access to its Cash Collateral to avoid any interruption in the flow of essential services. Cash Collateral is the only available source of adequate funds to meet such needs," Skagit Gardens averred. Skagit Gardens committed to meeting these milestones in connection with the administration of the cases and the orderly liquidation of substantially all of its assets: (a) By no later than July 22, 2016, obtain an order from the Bankruptcy Court approving the Proposed Sale, in form and substance reasonably acceptable to Sterling; and (b) By no later than July 31, 2016, close the Proposed Sale. Judge Alston authorized Skagit Gardens to use Cash Collateral in accordance with a Budget, which provides for total disbursements amounting to $3,634,475 for the week ending May 27, 2016, up to the week ending July 15, 2016. Skagit Gardens' Motion is scheduled for final hearing on June 17, 2016 at 11:00 a.m. A full-text copy of the Interim Order, dated June 2, 2016, is available at https://is.gd/bp70Ki Skagit Gardens, Inc., and its affiliated debtors are represented by: Armand J. Kornfeld, Esq. Christine M. Tobin-Presser, Esq. Aimee S. Willig, Esq. BUSH STROUT & KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Telephone: (206)292-2110 Facsimile: (206)292-2104 E-mail: jkornfeld@bskd.com ctobin@bskd.com awillig@bskd.com About Skagit Gardens Skagit Gardens Inc. is a wholesale nursery that grows two categories of plants, finished plants and plugs/liners, each grown for different types of customers. Skagit Gardens and three affiliates filed Chapter 11 petitions (Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The petitions were signed by Mark Buchholz as president. The cases are jointly administered under Case No. 16-12879. The Debtors are represented by Bush Kornfeld LLP, in Seattle, Washington, as counsel. The cases are assigned to Judge Christopher M. Alston. The Debtors listed total assets of $12.5 million and total liabilities of $19.3 million. SPORTS AUTHORITY: Selling Store No. 444 Property for $5-Mil. ------------------------------------------------------------ Sports Authority Holdings, et al., on June 28, 2016, at 10:30 a.m. will ask the U.S. Bankruptcy Court for the District of Delaware to approve the sale of certain real property owned by the Debtors in fee simple located at Store #444, 2375 E. Lincoln Highway, Borough of Langhorne, County of Bucks, Commonwealth of Pennsylvania, together with TSA Stores, Inc.'s right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon and any and all of TSA's right, title, and interest in and to the tangible personal property and equipment to Raymours Furniture Company, Inc., or its designee or permitted assignee. In conjunction with the auction held on May 16, 2016, Raymours submitted a bid which included a bid for the Property. As the Debtors did not accept a bid for substantially all of the Debtors' assets, the Debtors have determined to separately pursue the Purchaser's qualified offer for the Property for a purchase price of $5,000,000 in cash. The Debtors believe that the Sale provides significant value for their estates and, accordingly, executed the Purchase Agreement on June 7, 2016. The Purchase Agreement additionally provides the Debtors with the opportunity to further market the Property to obtain a higher and better price pending its approval. Pursuant to the terms and conditions of the Purchase Agreement, and subject to the Court's approval, the Debtors propose to sell the Property on an "as is, where is basis" free and clear of all liens, claims, encumbrances and other interests. If TSA receives at least one timely Qualified Overbid for the Property, then TSA will conduct an auction of the Property on June 24, 2016 at 10:00 a.m. (ET) at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York. All Overbids must be submitted in writing to and received by the Seller and its counsel and Purchaser and its counsel on or before 4:00 p.m. (ET) on June 22, 2016. Counsel to the Debtors: Michael R. Nestor Kenneth J. Enos Andrew L. Magaziner YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: mnestor@ycst.com kenos@ycst.com amagaziner@ycst.com - and - Robert A. Klyman Matthew J. Williams Jeremy L. Graves Sabina Jacobs GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071-1512 Telephone: (213) 229-7000 Facsimile: (213) 229-7520 E-mail: rklyman@gibsondunn.com mjwilliams@gibsondunn.com jgraves@gibsondunn.com sjacobs@gibsondunn.com About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPORTS AUTHORITY: Selling Store No. 482 Lease for $2.5-Mil. ----------------------------------------------------------- Sports Authority Holdings, et al., on June 28, 2016, at 10:30 a.m. (ET) will ask the U.S. Bankruptcy Court for the District of Delaware to approve the sale the Debtors' leasehold interest in a non-residential real property lease governing the Debtors' occupancy of the premises located at 295 E. Main Street, Elmsford, NY (Store No. 482) to AutoNation, Inc. The order approving the bidding procedures in connection with the sale of the Debtors' executory contracts set a May 11 deadline for binding bids. Prior to the bid deadline, the Debtors received only one qualified bid for the Lease. The deadline to object to the Debtors' entry into the AutoNation Agreement is June 21, 2016 at 4:00 p.m. (ET). The total consideration to be paid by AutoNation, the assignee, is $2,500,000. The Assignee can be reached at: AutoNation, Inc. 200 SW 1st Avenue, 14th Floor Fort Lauderdale, Florida 33301 Attn: Harry Brumley, National Director of Real Estate Fax: (954) 769-2067 Tel: (954) 769-7134 - and - AutoNation, Inc. 200 SW 1st Avenue, 14th Floor Fort Lauderdale, Florida 33301 Attn: Michael T. Archey, Senior Counsel - Real Estate Fax: (954) 769-6622 Tel: (954) 769-3619 AutoNation's attorneys: BLOODWORTH CARROLL, P.C. 10000 North Central Expressway, Suite 1050 Dallas, Texas 75231 Attn: Thomas L. Bloodworth, Esq. Fax: (214) 234-2727 Tel: (214) 234-2722 A copy of the AutoNation Agreement is available for free at: http://bankrupt.com/misc/Sports_Authority_2153_Sale_Deal.pdf About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPORTS AUTHORITY: Sports Direct, Modell's Discuss Joint Bid ----------------------------------------------------------- Peg Brickley and Lillian Rizzo, writing for Daily Bankruptcy Review, reported that U.K. sporting goods retailer Sports Direct International PLC is in talks with Modell's Sporting Goods about a potential deal to acquire as many as 200 Sports Authority stores out of the retailer's bankruptcy, according to people familiar with the situation. According to the report, Sports Authority revealed in court papers that it is in advanced discussions regarding a potential sale of 100 to 200 of its stores. People familiar with the situation told The Wall Street Journal that Modell's and Sports Direct are discussing teaming up on a bid for these stores, the report related. Bids for Sports Authority store leases are due on June 23, and stores with leases that go unsold are in danger of going dark, the report further related. With going-out-of-business sales in full swing at some 450 Sports Authority stores, the possible deal could be the last hope of saving anything of the ailing business, the report said. The talks with Modell's and Sports Direct are still ongoing, however, and could fall apart any time before June 23, one of the people said, the report added. About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. STEVE MURPHY: Hearing Today on $10MM Sale of LLC Interests ---------------------------------------------------------- Counsel to Steve Murphy and Celeste Murphy will appear before the Honorable Judge Thomas M. Lynch, on June 22, 2016 at 10:30 a.m., to seek approval of the $10 million sale of the Debtor's interests in 23 LLC's free and clear of all liens, claims, and encumbrances. Among the assets of the Estate are membership interests in which the Debtor owns a minority interest. A list of the 23 LLCs to be sold is available at: http://bankrupt.com/misc/S_Murphy_287_Sale_List.pdf The Debtor has received the Offer to Purchase for the purchase of 23 of the Debtor's Membership Interests. Subject to Court approval, the Debtor proposes to sell the Membership Interests to Buyer for the purchase price of $10,000,000 upon order of the Court approving such sale pursuant to the terms of the Offer to Purchase. $15M Deal With QL Terminated The Debtor previously received an offer to purchase the Membership Interest from Quick Liquidity ("QL"). The QL Offer for $15,000,000 was subject to due diligence and QL's qualification that it be deemed a "Bona fide purchaser" as defined in the Joint Stipulation. The Debtor filed a Motion to Sell to be heard on June 8, 2016. Disputes arose between QL and the non-Debtor Members (the "NDM's") as to the amount and timing of the due diligence required for QL to obtain financing. Counsel for the Debtor requested proof of funds from Erickson for the Offer to Purchase and also e-mailed counsel for QL to request evidence of the availability of funds to close that were not contingent. Counsel for Erickson provided a firm commitment of funds to close issued by Rockford Bank and Trust that allowed closing before June 30, 2016. Counsel for QL emailed Counsel for the Debtor that the funds available to close on the QL Offer were still contingent. As a result, the Debtor sent a notice of termination to QL that the Motion to Sell to QL would be withdrawn. The Debtor also withdrew all Motions relating to the sale of the Membership Interests to QL. The Debtor signed the Limited Liability Company Membership Interest Agreement and is seeking approval to sell the Membership Interests to Erickson pursuant to the terms of the Agreement. The Debtor believes, as stated in the Notice of Termination sent to QL, that this non-contingent sale to Erickson is in the best interests of the estate and will allow it to comply with the terms of the Joint Stipulation without further order of Court in that the closing can be held by June 30, 2016, Erickson has non-contingent funds to close with, the Sale will cease what appears to be protracted and unresolved litigation with the NDM's, and will provide the estate with immediate and substantial funds with which to author a final Plan or Reorganization which will pay creditors a substantial percentage of the outstanding claims owed. About Steve and Celeste Murphy Steve Murphy and Celeste Murphy filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 13-80740) on March 7, 2013. The case judge is the Hon. Thomas M. Lynch. Steve and Celeste Murphy are represented by: Michael J. Davis BKN Murray LLP 1500 Eisenhower Lane, Suite 800 Lisle, IL 60532 Tel: (630) 915-3999 E-mail: mdavis@bknmurray.com STONE ENERGY: To Make $29M Interest Payment on Senior Notes ----------------------------------------------------------- Bloomberg Brief reported that Stone Energy Corporation said it would make a $29 million interest payment on its 7.5 percent senior notes due 2022 on June 14, 2016, after a month's postponement, and said that it had made its second borrowing-base deficiency payment of about $29 million. According to the regulatory filing with the U.S. Securities and Exchange Commission, on June 14, 2016, Stone Energy elected to make an approximate $29 million interest payment that was due on June 14, 2016, with respect to its outstanding 7.50% Senior Notes due 2022. In addition, on June 13, 2016, the Company made the second borrowing base deficiency payment of approximately $29.2 million pursuant to the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of June 24, 2014, among the Company, certain of the Company's subsidiaries, as guarantors, and the financial institutions party thereto. The Company entered into Amendment No. 3 to the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014, among the Company, certain of the Company's subsidiaries, as guarantors, and the financial institutions party thereto. The Amendment amends the Credit Agreement to (i) increase the borrowing base to $360.0 million from $300 million, (ii) provide for no redetermination of the borrowing base until January 15, 2017, other than an automatic reduction upon the sale of certain of the Company's properties, (iii) permit second lien indebtedness to refinance the existing convertible notes and senior unsecured notes, (iv) revise the maximum consolidated funded leverage ratio to be 5.25x for the fiscal quarter ending June 30, 2016, 6.50x for the fiscal quarter ending September 30, 2016, 9.50x for the fiscal quarter ending December 31, 2016 and 3.75x thereafter, (v) require minimum liquidity of at least $125.0 million until January 15, 2017, (vi) impose limitations on capital expenditures, (vii) grant the lenders a perfected security interest in all deposit accounts and (viii) provide for anti-hoarding cash provisions for amounts in excess of $50.0 million to apply after December 10, 2016. In connection with the Amendment, on June 14, 2016, the Company repaid $56.8 million in borrowings under the Credit Agreement, resulting in the Company having $360 million outstanding under the Credit Agreement, including $18.3 million of outstanding letters of credit. Following this payment, the Company has cash on hand of approximately $185 million. The Company continues to assess various strategic alternatives to address its liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring, asset sales and a prepackaged or prearranged bankruptcy filing. About Stone Energy Stone Energy Corporation (NYSE: SGY) is an oil and natural gas company engaged in the acquisition, exploration, development and operation of oil and gas properties. The Lafayette, Louisiana-based Company operates in the Gulf of Mexico Basin. * * * The Troubled Company Reporter, on June 17, 2016, reported that S&P Global Ratings said it raised its corporate credit rating on oil and gas exploration and production company Stone Energy Corp. to 'CCC-' from 'D'. The outlook is negative. S&P also raised the issue-level rating on the company's senior unsecured debt to 'CCC-' from 'D'. The recovery rating is '3', indicating S&P's expectation of meaningful (high end of the 50% to 70% range) recovery if a payment default occurs. The 'CCC-' corporate credit rating reflects the risk that Stone could elect to file for Chapter 11 and/or restructure its debt within the next six months. S&P expects the borrowing base for the company's reserve-based lending facility to decrease in the fall, further pressuring liquidity on top of lower cash flows from operations. S&P also notes that the company has an upcoming $300 million maturity in March 2017, and S&P believes the company would have trouble accessing capital markets to refinance it given current market conditions. SUNEDISON INC: Has Final Court OK to Obtain $300MM in DIP Loans --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York grants final authority for SunEdison, Inc., and certain of its affiliates to obtain postpetition Senior Secured Superpriority Debtor-In-Possession Financing in the form of new capital totaling up to $300 million on a senior secured superpriority basis, of which up to $125,000,000 will be provided by the Tranche A Lenders and up to $175,000,000 will be provided by the Tranche B Lenders. Likewise, the Court authorizes the Debtors to use cash collateral. The Debtors also obtained the Court's approval of Amendment No. 2 to the Senior Secured Superpriority DIP Credit Agreement. The Amendment No. 2 modifies certain provisions in the DIP Credit Agreement, among other things: (a) Applicable Rate: with respect to Letter of Credit Fees is at 3.75% per annum, and an adjusted rate of 3.75% with respect to Tranche A-1 Roll-Up Loans for any Eurocurrency rate loans and 2.75% for any base rate loans. (b) As of the Petition Date, the aggregate drawn amount of Prepetition Fully Drawn First Lien Letters of Credit and related credit extensions is 135,735,470. (c) Pursuant to Amendment No. 2, as of the date of entry of the Final Financing Order, the aggregate Tranche A-1 Roll-Up Dollar Amount of all Tranche A-1 Roll-Up Lenders is $145,342,368, while the aggregate Tranche A-2 Roll-Up Dollar Amount of all Tranche A-2 Roll-Up Lenders is $184,216,016. (d) Treatment of Second Lien Roll-Up Loans: The Roll-Up Loans and any superpriority administrative expense claims related thereto will not be required to be repaid in cash under a plan of reorganization, and the holders thereof shall be compelled to accept treatment, including the issuance of equity securities, notes or other non-cash distributions, under such a plan of reorganization as affirmatively agreed by holders representing 66 2/3% in amount of Roll-Up Loans and majority in number of the holders of Roll-Up Loans who vote. In the event the class of holders of Roll-Up Loans does not vote to accept the plan of reorganization, holders of Roll-Up Loans agree that the Debtors have the right to cram down the Roll-Up Loans, and such cram down treatment shall also be issued to such holders on account of their Roll-Up Loans held against Non-Debtor Guarantors, but solely to the extent such cram down treatment is approved under the plan of reorganization with regard to the Debtor entities. (e) Holders of Prepetition Second Lien Claims agree that (a) the Debtors have the right, under any Acceptable Reorganization Plan, to cram down the Prepetition Second Lien Claims and (b) the Debtors may consensually “prime” such Lenders with the New Money DIP Facility and the DIP L/C Facility and the First Lien and Second Lien Roll Up Loans. To the extent that the Debtors do not confirm an Acceptable Reorganization Plan, the holders of Prepetition Second Lien Claims shall continue to have the guarantees and security interests as set forth herein. (f) Holders of Prepetition Second Lien Claims further agree that such holders shall not exercise rights to collect the Outstanding Prepetition Second Lien Obligations balance against such Non-Debtor Guarantors except (a) in the case of an Event of Default under the DIP Facility, and, in such event, only to the extent permitted to pursue remedies pursuant to the Final Order, (b) after such holders of Outstanding Prepetition Second Lien Obligations have first fully exhausted all remedies against the Debtor entities, and (c) after payment in full of the New Money DIP Claims, DIP L/C Claims, and First Lien and Second Lien Roll-Up Claims. A full-text copy of the Final DIP Order dated June 9, 2016, with Budget is available at http://tinyurl.com/gtkyzc3 A full-text copy of Amendment No. 2 dated June 9, 2016, is available at http://tinyurl.com/hnfem8w Counsel for Debtors and Debtors in Possession: Jay M. Goffman, Esq. J. Eric Ivester, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036-6522 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 Email: jay.goffman@skadden.com eric.ivester@skadden.com -- and -- James J. Mazza, Jr., Esq. Louis S. Chiappetta, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Dr. Chicago, Illinois 60606-1720 Telephone: (312) 407-0700 Facsimile: (312) 407-0411 Email: james.mazza@skadden.com louis.chiappetta@skadden.com About SunEdison, Inc. SunEdison, Inc., (OTC PINK: SUNEQ) is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SYMPHONIC HOLDINGS: To Auction Off Smithtown, NY Property --------------------------------------------------------- Symphonic Holdings LLC and T.C. Music Co., Inc., filed bidding procedures for the sale of real property known as and located at 29 East Main Street, Smithtown, New York, to the bidder tendering the highest or best offer at a public auction sale. The Debtors have not yet identified a purchaser for the assets. The Debtors intend, subject to Court approval, to retain a sales agent/auctioneer to market and sell the assets. The auction will be held at a place and time to be determined in the Debtors' discretion following Court approval of the public sale procedures. The Debtors' attorneys: SILVERMANACAMPORA LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Tel: (516) 479-6300 Gerard P. Luckman Janet F. Brunell Brian Powers E-mai: GLuckman@SilvermanAcampora.com About Symphonic Holdings Symphonic Holdings LLC and T.C. Music Co., Inc., sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 16-72228 and 16-72231) on May 18, 2016. The cases are jointly administered under Case No. 16-72228. The Debtors tapped Gerard R Luckman, Esq., at SilvermanAcampora LLP, serves as counsel. TCM's primary business is renting, selling and repairing musical instruments to numerous school districts in Suffolk County, New York. In addition, TCM provides music lessons for many children on a weekly basis. Symphonic is a single asset real estate entity which owns the Suffolk County property, and TCM operates its business out of the property. Symphonic Holdings estimated $500,000 to $1 million in assets and debt. TOYS R US: To Refinance 89% of 2017, 2018 Notes ----------------------------------------------- Bloomberg Brief reported that Toys "R" Us, Inc., reported improving earnings and said it intends to refinance 89 percent of its 2017 and 2018 notes, a total of $800 million of principle, replacing them with new 12 percent notes that mature in 2021. According to a regulatory filing with the U.S. Securities and Exchange Commission, on June 13, 2016, Toys "R" Us entered into an agreement with certain holders of the Company's Existing Notes relating to a refinancing transaction. Pursuant to the Support Agreement, the Supporting Noteholders have agreed to tender in the Exchange Offers, approximately 50.2% of the $850 million aggregate principal amount of the Company’s outstanding 10.375% senior notes due 2017 and 7.375% senior notes due 2018. The Support Agreement contemplates the Company and its subsidiaries pursuing the following transactions: * forming a new indirect wholly-owned subsidiary of the Company (the "ExchangeCo"); * transferring the equity interests in the entities comprising substantially all of the Company's Europe, Japan and Australia operations, as well as Wayne Real Estate Parent Company, LLC and the Company's approximately 70% interest in Toys (Labuan) Holding Limited, to ExchangeCo, such that these entities and operations would be subsidiaries of ExchangeCo; and * commencing private exchange offers by ExchangeCo for up to $400 million of the outstanding principal amount of the 2017 Notes and for any and all of the outstanding principal amount of the 2018 Notes, in each case, held by "eligible holders," pursuant to which: (i) each eligible holder of the 2017 Notes will have the option to accept, for each $1,000 principal amount of 2017 Notes tendered and accepted for exchange on or prior to the early tender deadline, either (a) if the eligible holder elects to accept new debt securities only, $1,000 principal amount of new 12.00% senior secured notes due 2021 of ExchangeCo, or (b) if the eligible holder elects to accept both new debt securities and cash, total consideration of $1,000, of which up to $550 (depending on the percentage of the outstanding Existing Notes that participate in the Exchange Offers) will be paid in cash, with the remainder paid in New Secured Notes, subject to a cap on aggregate cash consideration of $150 million, in each case plus accrued and unpaid interest to, but not including, the closing date; and (ii) each eligible holder of the 2018 Notes will receive, for each $1,000 principal amount of 2018 Notes tendered and accepted for exchange on or prior to the early tender deadline, $900 principal amount of New Secured Notes, plus accrued and unpaid interest to, but not including, the closing date. The maximum aggregate principal amount of New Secured Notes issued in the Exchange Offers (not including New Secured Notes issued for cash or as payment to the Supporting Noteholders) will not exceed $525 million. The New Secured Notes will be guaranteed by the Company and certain of the obligors under the Company's European asset-based lending facility. The New Secured Notes will be secured by (i) a first priority stock pledge of the equity interests of an intermediate holding company of ExchangeCo and certain intermediate holding companies for the Company's Europe operations and (ii) a second priority stock pledge of the equity interests currently pledged in favor of the collateral agent under the European ABL Facility. The Support Agreement provides that, subject to certain terms and conditions, (a) each of the Supporting Noteholders will tender their 2017 Notes and/or 2018 Notes in the contemplated Exchange Offers by the early tender deadline and support the refinancing of the Existing Notes in the manner contemplated by the Support Agreement and (b) certain of the Supporting Noteholders will elect the Notes Only Option. In addition, the Support Agreement includes a commitment, subject to certain terms and conditions, by one of the Supporting Noteholders to purchase up to $50 million of New Secured Notes for cash in a private placement, with the proceeds therefrom to be used to finance a portion of the cash consideration paid in the Exchange Offers. That Supporting Noteholder and another Supporting Noteholder have an "MFN right" with respect to certain New Secured Notes that they will hold. The Company plans to capitalize ExchangeCo with up to $100 million of cash contributions. To fund these cash contributions, the Company plans to use up to approximately $28 million of dividends from the Asia JV and up to approximately $24 million of distributions from Propco I, in each case prior to the contribution of those entities to ExchangeCo. The remaining cash contributions are expected to be funded from other internal cash sources. The cash sources for the capitalization of ExchangeCo remain subject to change in the Company's discretion. * * * The Troubled Company Reporter, on June 20, 2016, reported that Fitch Ratings has affirmed the Issuer Default Rating (IDRs) for Toys 'R' Us, Inc. (Toys, or the Holdco), Toys 'R' Us - Delaware, Inc., Toys 'R' Us Property Co. II, LLC, and Toys 'R' Us Property Co. I, LLC, post the company's announcement of plans to refinance up to 83% of the $850 million of Holdco notes due in 2017 and 2018. S&P Global Ratings affirmed its ratings on Toys "R" Us Inc. including the 'B-' corporate credit rating. The outlook is stable. Moody's Investors Service stated that if the exchange offer announced by Toys "R" Us, Inc. on June 14, 2016 proceeds as outlined, it will constitute a distressed exchange, which is an event of default under Moody's definition of default. As a result, the Probability of Default rating is downgraded to Caa3-PD from B3-PD. "We view Toys' proposed exchange as opportunistic and driven by a confluence of factors, and believe it enhances liquidity as it takes two meaningful maturities off the table for the next five years," stated Moody's Vice President Charlie O'Shea. "The company's B3 corporate family rating is unaffected, and it is our expectation that if this exchange closes as outlined in the 8K filed yesterday, the PDR will return to the B3-PD rating level shortly thereafter." UCI INTERNATIONAL: Has Interim Approval to Use Cash Collateral -------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware entered an interim order authorizing UCI International, LLC and its affiliated debtors to use cash collateral. The Debtors sought authorization to use the cash collateral of Prepetition ABL Agent, Credit Suisse AG, Cayman Islands Branch. According to the Budget submitted by the Debtors, the Debtors projected Total Third Party Disbursements to reach a total of $108,822,000 for a 13-week period which starts on the week ending May 6, 2016 up to the week ending Aug. 19, 2016. "The Debtors' ability to continue their operations without interruption is essential for the Debtors to maximize the value of their estates for the benefit of all stakeholders and avail themselves of the 'breathing room' afforded by a chapter 11 restructuring. Absent authority to use Cash Collateral, even for a short period of time, the Debtors would be forced to undertake drastic measures such as idling their operations. Such measures would result in the loss of virtually all of the Debtors' customers and, in turn, irreparably damage the Debtors' estates. Accordingly, because the Debtors' continued use of Cash Collateral during the pendency of these cases is essential to preserve and maintain the going-concern value of their estates, the Debtors request authorization to use Cash Collateral pursuant to the terms of the Interim Order and the Final Order," the Debtors averred. Judge Walrath acknowledged that the Debtors' immediate and critical need to continue using the Prepetition ABL Collateral in order to permit, among other things, the orderly continuation of the operation of their businesses, to maintain business relationships with vendors, suppliers and customers, to make payroll, to make capital expenditures, and to satisfy other working capital and operational needs. Judge Walrath further acknowledged that the access of the Debtors to sufficient working capital and liquidity through the use of cash collateral and other Prepetition ABL Collateral is necessary to preserve and maintain the going concern value of the Debtors' estates and is vital to the Debtors' reorganization efforts. The Debtors' Motion is scheduled for final hearing on June 21, 2016 at 11:30 a.m. A full-text copy of the Interim Order, dated June 3, 2016, is available at https://is.gd/UsaWgp UCI International, LLC, and its affiliated debtors are represented by: Larry J. Nyhan, Esq. Jessica C.K. Boelter, Esq. Kerriann S. Mills, Esq. Matthew E. Linder, Esq. SIDLEY AUSTIN LLP One South Dearborn Street Chicago, IL 60603 Telephone: (312)853-7000 Facsimile: (312)853-7036 E-mail: lnyhan@sidley.com jboelter@sidley.com kmills@sidley.com mlinder@sidley.com - and - Robert S. Brady, Esq. Edmon L. Morton, Esq. Ashley E. Jacobs, Esq. Elizabeth S. Justison, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: rbrady@ycst.com emorton@ycst.com ajacobs@ycst.com ejustison@ycst.com Credit Suisse AG, Cayman Islands Branch, is represented by: Adam G. Landis, Esq. Matthew B. McGuire, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302)467-4400 Facsimile: (302)467-4450 E-mail: landis@lrclaw.com mcguire@lrclaw.com - and - Paul H. Zumbro, Esq. Omid H. Nasab, Esq. CRAVATH, SWAINE & MOORE LLP 825 Eighth Avenue New York, NY 10019 Telephone: (212)474-1036 Facsimile: (212)474-3700 E-mail: pzumbro@cravath.com onasab@cravath.com About UCI International UCI International, LLC, headquartered in Lake Forest, Ill., designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought chapter 11 protection (Bankr. D. Del. Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. UCI INTERNATIONAL: Schedules Deadline Extended to Aug. 1 -------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware granted UCI International, LLC, and its affiliated debtors an additional time to file their schedules of assets and liabilities and statements of financial affairs. Judge Walrath extended the time by which the Debtors must file their Schedules and Statements through Aug. 1, 2016. The extension is without prejudice to the Debtors' right to seek further extensions of the deadline to file their Schedules and Statements. About UCI International UCI International, LLC, headquartered in Lake Forest, Ill., designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought chapter 11 protection (Bankr. D. Del. Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. ULTRA PETROLEUM: U.S. Trustee Balks at KEIP Plan Approval --------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to the Ultra Petroleum case and its official committee of unsecured creditors filed with the U.S. Bankruptcy Court separate objections to the Debtors' key employee incentive plan. The U.S. Trustee asserts, "The Court should deny the Bonus Motion for two reasons. First, the Bonus Plan violates the strict limitations imposed by section 503(c) of the Bankruptcy Code (the 'Code'). Despite the Debtors' attempts to disguise this $6.4 million dollar proposal as an 'incentive' plan through the use of contrived performance benchmarks, the evidence demonstrates that the bonus payments are primarily retentive in nature and thus subject to section 503(c)(1)." The Trustee also filed a separate objection to the Debtors' non-insider retention program. That objection explains, "Section 503(c)(1) prohibits transfers to insiders 'for the purpose of inducing such person to remain with the debtor's business' unless the transfers satisfy the express statutory requirements cited above. Here, the Debtors make no showing that the Retention Motion satisfies section 503(c)(1), but instead argue that its requirements are inapplicable because the bonus recipients are not 'insiders' of the Debtors. Simply put, bald and self-serving statements in the Retention Motion (paragraphs 27 and 28) that all of the identified individuals are not insiders do not provide this Court with an evidentiary basis to make a conclusion on the status of these individuals." About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. Ultra Petroleum Corp. and its affiliates filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on April 29, 2016. The Hon. Marvin Isgur presides over the cases. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. Ultra Petroleum Corp. listed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. The petitions were signed by Garland R. Shaw, chief financial officer. The Company's common stock commenced trading on the OTC Pink Marketplace under the symbol "UPLMQ" on May 3, 2016. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. VERSO CORP: Modifies Third Amended Bankruptcy Plan -------------------------------------------------- BankruptcyData.com reported that Verso filed with the U.S. Bankruptcy Court a First Modified Third Amended Joint Plan of Reorganization. According to documents filed with the Court, "Under the Plan: Holders of Allowed Administrative Expense Claims, Priority Tax Claims, and Priority Non-Tax Claims are paid in full; Holders of Allowed Claims based on funded indebtedness receive 100% of the New Common Stock of Reorganized Verso Corporation, with such stock distributed 50% to Holders of Verso First Lien Claims, 47% to Holders of NewPage Roll-Up DIP Claims and NewPage Term Loan Claims, 2.85% to Holders of Verso Senior Debt Claims, and 0.15% to Holders of Verso Subordinated Debt Claims, in each case subject to dilution caused by the Plan Warrants and the Management Incentive Plan; Holders of Allowed General Unsecured Claims Against Asset Debtors receive their pro rata distribution of $3 million in Cash." About Verso Corporation Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. It employs approximately 5,200 personnel. Verso Corporation and 26 of its affiliates, including NewPage Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson, the president and CEO. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 has appointed seven creditors of Verso Corp. and its affiliates to serve on the official committee of unsecured creditors. VISIUM ASSET MANAGEMENT: To Sell Funds After Insider Trading Charge ------------------------------------------------------------------- Alexandra Stevenson, writing for The New York Times' DealBook, reported that Visium Asset Management, a multibillion-dollar hedge fund that is the focus of an insider trading case, will wind itself down. According to the report, the firm will sell one of its funds to the money management firm AllianceBernstein and return money from its remaining three funds to investors, many of which are state pension funds, according to a letter sent to investors on June 17. Two days earlier, federal authorities filed criminal and civil securities charges against three traders at the firm, including Sanjay Valvani, a top lieutenant to the founder, the report related. The charges included insider trading and mismarking securities, the report added. Citing the government investigation, negative publicity and requests from investors to redeem their money, Jacob Gottlieb, the firm's founder, told investors that "it became clear that maintaining the status quo was increasingly untenable for the firm," the report further related. The government's insider trading case centers on a former Food and Drug Administration official, Gordon Johnston, who is accused of providing inside information about a generic drug approval process to Mr. Valvani, a portfolio manager for Visium's Balanced fund, the report said. In all, Mr. Valvani is said to have made $32 million in illegal gains from tips Mr. Johnston provided, the report added. WATERBURY REALTY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Waterbury Realty, LLC c/o David Holand 2447 3rd Avenue Bronx, NY 10451 Case No.: 16-11779 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 20, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Shelley C. Chapman Debtor's Counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 E-mail: jpasternak@ddw-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Holand, authorized member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. WILLARD BLANKENSHIP: Unsecureds to Recoup 35.1% Under Plan ---------------------------------------------------------- Willard J. Blankenship on June 6 filed a disclosure statement to accompany his first amended plan of reorganization that was filed June 1. Dr. Blankenship is an 82-year old retired physician. His career involved medical research and teaching. Under the Plan, Amerihome Mortgage Co. LLC, which is designated as Class 1 secured creditor, will be paid in full; the Debtor shall maintain regular monthly payments until the claim is paid in full. The source of these payments shall not impact any proceeds to be paid to Michael Kletchko and Patrick Ruedin, the Class 2 Creditors. The Class 2 and the Class 3 general unsecured creditors will receive approximately 35.1% of their allowed claims. In Chapter 7 liquidation general unsecured creditors would receive an estimated 29.8% of their allowed claims. Generally distributions to unsecured creditors take longer in Chapter 7 liquidation than under the proposed Plan of Reorganization. Mr. Kletchko and Mr. Ruedin sued Dr. Blankenship on a variety of tort theories regarding failures to disclose defects in Dr. Blankenship's former residence in the Superior Court for the State of California, County of Orange in 2010. A trial was held in February 2015 and a judgment in the amount of $664,000 for economic damages on theories of breach of contract, negligence, intentional misrepresentation, and concealment has been entered. Kletchko and Ruedin have filed a proof of claim in this case (POC 2) on December 22, 2015 in the amount of $1,164,436. If the claim is not reduced to the amount awarded by the Orange County Superior Court on October 30, 2015, the Debtor will need to file a claim objection. In consideration for the treatment granted Class 2 under this Plan, Kletchko and Ruedin have voluntarily reduced their claim to $916,762.16, released the lien against the residence as well as a lien against the Indiana property, in addition to releasing their Complaint for Non-Dischargeability. Further the bankruptcy estate shall irrevocably assign all of the estate's legal and equitable rights and remedies against Prudential Realty and any other known or unknown tortfeasors relating to the sale of 31401 Holly Drive, Laguna Beach, California to Messrs. Kletchko and Ruedin. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb15-28108-0113.pdf Willard J Blankenship filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 15-28108) on October 17, 2015, and is represented by: Stephen M. Reynolds, Esq. Reynolds Law Corporation 424 Second Street, Ste. A Davis, CA 95616 Tel: 530 297 5030 Fax: 530 297 5077 E-mail: sreynolds@lr-law.net WILLIAM LINDSEY: Caldwell Has $165,000 Contract to Buy Property --------------------------------------------------------------- C. McRae Sharpe, Chapter 11 Trustee for the estate of William Edwin Lindsey, on July 14, 2016, at 10:00 a.m., will ask Judge Howard H. Baker to approve the sale of property and the stalking horse expense reimbursement and bidding and auction procedures as necessary. Included in the assets of the Debtor's estate are these interests: a. Tenant in common interest in the following real property located in Roane County, Tennessee (the "LEC Properties"): * Unit B Bradford Way (Tax ID 058G-C-009.11-002) * 218 N 3rd Street (Tax ID 058B-E-012.00) b. Tenant in common interest in the following real property located in Roane County, Tennessee (the "LECH Properties"): * Race Street East Parcel (Tax ID 058F-C-005.03) * Papa John's Building (Tax ID 058F-C-005.02) c. Tenant in common interest in the following real property located in Roane County, Tennessee (the "LHC Properties"): * 100 Village Way: -- Unit C (Tax ID 068G-F-003.01-003) -- Unit D (Tax ID 068G-F-003.01-004) -- Unit E (Tax ID 068G-F-003.01-005) * Parker Building Condos on Race Street: -- Condo A (Tax ID 058G-E-007.00-001) -- Condo CL (Tax ID 058G-E-007.00-003) -- Condo E (Tax ID 058G-E-007.00-005) -- Condo G (Tax ID 058G-E-007.00-007) * Court Street 145 (Tax ID 058G-E-009.00) d. 100,000 shares of common stock in Worldwide Interactive Networks, Inc. e. Possible general partnership interests: * LEC Properties – 33.3% * LECH Properties – 30% * LHC Properties – 33.3% Trustee has entered into an Agreement for Purchase and Sale of Property ("Agreement"), for the sale, transfer and assignment of the Property to Matt C. Caldwell ("Caldwell"), subject to Court approval. The Agreement provides for payment by Caldwell of $165,000 and Caldwell's indemnification of Trustee and the bankruptcy estate for all claims, demands, actions, damages, liabilities, and expenses (including reasonable attorney fees) arising from or related in any manner to the Property. Caldwell understands that the process for Court approval of the Agreement may include opportunity for competing bids to be entertained in order to maximize return to the estate; and in that regard, Caldwell acts as a stalking horse. Caldwell has therefore requested, and Trustee has agreed, that Caldwell should be entitled to protections as a stalking horse. In recognition of the value of Caldwell's setting the floor for the terms of the sale of the Property and laying the ground work for other potential bids, Trustee and Caldwell have agreed that Caldwell should receive a payment $6,000 ("Stalking Horse Payment") if a higher bid for the Property is received and ultimately accepted and approved. Any competing bid ("Competing Bid") must be filed with the Court by no later than 1:00 p.m. EDST on July 13, 2016. If one or more Competing Bids are received complying with the bid procedures, the Court will adjourn the July 14 hearing to allow the Trustee's counsel to conduct an immediate auction outside the courtroom among the complying bidders and Caldwell. Attorney for the Chapter 11 Trustee: Michael W. Ewell FRANTZ, MCCONNELL & SEYMOUR, LLP P.O. Box 39 Knoxville, TN 37901 Tel: (865) 546-9321 About William Edwin Lindsey Knoxville, Tennessee-based William Edwin Lindsey, dba Lindsey & Associates aka Bill Lindsey aka William E. Lindsey, filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 10-31694) on April 5, 2010. Judge Richard Stair, Jr., presides over the case. Michael H. Fitzpatrick, Esq. -- mhf@jlaw.com -- at Jenkins & Jenkins Attorneys, PLLC, serves as the Debtor's counsel. In his petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debt. ********* 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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