/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170531.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, May 31, 2017, Vol. 21, No. 150 Headlines 121-08 JAMAICA: Hearing on Disclosure Statement Set for June 13 125 CANAL: Hires Irving Shechtman & Company as Appraisers 135 WEST 13: Hires Cyruli Shanks Hart & Zizmor as Special Counsel 1802 PALISADES: Unsecureds to Get Full Payment by Dec. 31 207 AINSLIE: Proposes to Pay Creditors from Sale of NY Property 500 NORTH AVENUE: Hires Advisra as Real Estate Appraiser AC I TOMS: June 26 Plan Confirmation Hearing ADC HEALTH: Hires Eric A. Liepins as Counsel AMERICAN TOOLS: Hearing on Disclosures Approval Set for Aug. 2 ANGELICA CORP: Proposes to Pay Creditors From Sale of Assets APPLIANCES PLUS: Unsecureds to Recoup 100% Over 60 Months ASPEN COURT: Asks to Use Rents to Maintain Apartments ASTERIA INC: Hires C.R. Hyde as Bankruptcy Counsel ATHANAS FENCE: Access to JPM Cash Collateral Extended to July 31 AURORA DIAGNOSTICS: Private Exchange Offer Expired May 22 AVAYA INC: Has Until July 18 to Exclusively File Plan B.L. GUSTAFSON: Hires Knox McLaughlin as Bankruptcy Counsel BARMER ENTERPRISES: Florida's Bike America Chain in Chapter 11 BARMER ENTERPRISES: Seeks Cash Access for Bike America Stores BOYSON INC: Hires South Atlantic Enterprises as Finance Brokers BROWNSVILLE BERG: Hires Elliot & Davis, PC as Counsel CAROL LLOYD: Has Access to Cash Collateral for 30 Days CHARLES STREET: Hires Cynthia B. Lloyd as Counsel CLASSEN CROWN: Hires Charles C. Ward as Attorney CONDO 64: May Use American Eagle's Cash Collateral Until June 23 CTI BIOPHARMA: Has $3.1-M Est. Financial Standing as of April 30 CTJH INVESTMENTS: Unsecureds to Recover 50% Over 10 Yrs with 3.0% DAVID AND VERDA: Plan Outline Okayed, Plan Hearing on June 22 DELTA MILLING: Hires Larkin Hoffman Daly & Lindgren as Attorney DIFFUSION PHARMACEUTICALS: Falls Short on Nasdaq Listing Condition DIFFUSION PHARMACEUTICALS: Gets Noncompliance Notice from Nasdaq DXI ENERGY: Inability to Generate Profits Cast Going Concern Doubt EAGLE'S NEST: Wants to Use Cash to Keep Psychiatric Services EAST TEXAS HOME: Unsecureds to Recoup 5% Under Plan ECRA GROUP: Plan Confirmation Hearing on June 9 ENID LAKESIDE: Wants Exclusive Plan Filing Extended to July 10 ENVIRO SOIL: Hires Mike Harrar as Tax Preparer ENVIRO SOIL: Names Arlo Hale Smith as Legal Counsel ERATH IRON: Court Approves Coleman Bank Cash Collateral Deal ERIE STREET: Withdraws Bid to Use Cash Collateral ESBY CORP: Wants Exclusive Plan Filing Period Extended EXCO RESOURCES: Covenant Problems Raise Going Concern Doubt FAUSER ENERGY: Hires Simmons Perrine as General Counsel FB COVENTRY: Hires Irving Shechtman & Company as Appraisers FB MALL: Hires Irving Shechtman & Company as Appraisers FLYGLO LLC: Hires Patrick Gros as Accountants FTE NETWORKS: Incurs $3.99 Million Net Loss in First Quarter GATOR EQUIPMENT: May Use Cash Through Plan Effective Date GENON ENERGY: To File Ch. 11 With Plan Backed by NRG, Noteholders GREEN FUEL: Unsecureds to be Paid Quarterly Over 60 Months GUP'S HILL: Unsecureds to Get Full Payment With 4.0% Over 60 Months HARRINGTON & KING: Cash Collateral Use Extended Until June 2 HOMEJOY LLC: Unsecured to Recover 3.23% Under Chapter 11 Exit Plan HOOPER TIMBER: Hearing on Disclosure Statement Set for June 8 HPIL HOLDINGS: Will Sponsor WTFSKF World Karate Championship ILLINOIS STAR: Hires Hoffman Slocomb as Special Counsel INTREPID POTASH: Inks $40-M Sales Agreement with Cantor Fitzgerald ITUS CORP: Posts $160,489 Net Income for Second Quarter JEJP LLC: Proposes Plan to Exit Chapter 11 Protection KEMPLON MARINE: Hires Dinnall Fyne & Company as Accountant KEN'S CUSTOM: Court to Hold Combined Hearing on June 29 KINGDOM REAL ESTATE: Plan Outline Okayed, Plan Hearing on June 19 LARKIN EXCAVATING: Seeks 6-Month Cash Access Pending Sale LIGHTING SCIENCE: Conflicts Minerals Report for 2016 Filed LILY ROBOTICS: July 10 Customer Claim Form Filing Deadline Set LOUISIANA MEDICAL: Has Until July 31 to Exclusively File Plan LUKE'S LOCKER: Exclusive Plan Filing Period Extended to Aug. 22 M.B. UNLIMITED: Hires Mitchell C. Compeaux as Accountant MACK INDUSTRIES: Trustee Taps IDE-IT Solutions as IT Specialist MADISON SQUARE TAVERN: Court Approves Disclosure Statement MALIBU LIGHTING: Hires Kurtzman Carson as Administrative Advisor MAR FARMS: Hires Larkin Hoffman Daly & Lindgren as Attorney MAXPOINT INTERACTIVE: Maturing Debt Casts Going Concern Doubt MERRIMACK PHARMACEUTICALS: CFO Al-Wakeel Will Quit on June 9 MESA OIL: Has Final Approval to Use Cash Collateral Until Sept. 30 METCOM NETWORK: Has Until Aug. 2 to Exclusively File Plan MICROVISION INC: Conflict Minerals Report for 2016 Filed MILK HOUSE: Taps Hires Commercial Realty as Broker MONTCO OFFSHORE: Has Final OK to Incur $15-Mil DIP Loans, Use Cash MOTEL TROPICAL: Hearing on Disclosure Statement Set for June 21 MOTORS LIQUIDATION: $488M Net Assets in Liquidation at March 31 MURDOCK EMPIRE: Unsecured Creditors to be Paid 40% Under Exit Plan NAVISTAR INTERNATIONAL: 2016 Conflict Minerals Report Filed NEIMAN MARCUS: Interim CFO and COO Will Leave June 30 NEW JERSEY MICRO-ELECTRONIC: Taps D&A as Accountant NORTEL NETWORKS: Gets $4.165B Share, to Begin Payouts NORTHERN OIL: Life Time CEO Akradi Asked for a Board Seat OMINTO INC: Morrison Brown Replaces Mayer Hoffman as Accountants OMNI SPECIALIZED: Case Summary & 17 Largest Unsecured Creditors PARADISE MEDSPA: Hires Cunningham as Business Appraiser PAYLESS HOLDINGS: Committee Takes Aim at Debt Restructuring Plan PAYLESS HOLDINGS: Seeks to Close 408 More Stores PET EXPRESS: Hires Jacqueline I. Rivera Gonzalez as Accountant PETROLIA ENERGY: Will Hold "Say on Pay" Votes Every Three Years PETROQUEST ENERGY: Extends Exchange Offer Expiration to June 2 PHOTOMEDEX INC: Gets Another Noncompliance Notice from Nasdaq PITTSBURGH ATHLETIC ASSOCIATION: Club in Ch. 11, Hopes to Reopen POINT 360: Recurring Losses Raise Going Concern Doubt POTTER HOUSE: Unsecured Creditors to Get 50% of Allowed Claims PRIME METALS: Wants Plan Exclusivity Period Moved to Oct. 27 PROGRESSIVE ACUTE: Cash Collateral Access Extended to July 11 PUERTO RICO: Bankruptcy Judge Freezes $17-Bil. in Bond Payments PUERTO RICO: Unions Say Active Employees Should Have Own Committee RMS TITANIC: Reaches Deal with Committees on November Auction RUBY TUESDAY: Inks New $20 Million Credit Facility with UBS AG RUPARI HOLDING: Carl Buddig Wins Auction with $26-Mil. Bid SEARCHMETRICS INC: Hires SSG Advisors as Financial Advisor SEARS HOLDINGS: Reports $244 Million Net Income for First Quarter SIGNAL BAY: Incurs $465,000 Net Loss in Second Quarter SILVER LINE: Plan Outline Okayed, Plan Hearing on June 22 SK VISION: Seeks to Use Cash Collateral to Maintain Property SKIP BARBER RACING SCHOOL: May Use People's & CMS' Cash Collateral STEREOTAXIS INC: Shareholders Elect Two Directors STINAR HG: Has Interim OK to Use Up to $34K Cash Collateral STONE PROJECTS: Hires Parker & Associates as Counsel SUMMIT INVESTMENT: Wants Plan Exclusivity Extended to Sept. 29 T K MINING: $950K Private Sale to CSA to Pay Creditors in Full TD MANUFACTURING: Has Interim OK to Use Cash; Hearing on June 16 THORNTON & THORNTON: Hires Gary G. Lyon as Counsel TLD BAR RANCH: Rigdon Can Use Insurance Proceeds to Fix Property TOWERSTREAM CORP: Adds 'Industry Veteran' Don MacNeil to its Board TOWERSTREAM CORP: Swaps Outstanding Shares for Series G&H Shares TRANSGENOMIC INC: Will Hold Special Meeting of Stockholders June 5 TRI-CITY COMMUNITY: MRA Opposes Approval of Plan Outline UMATRIN HOLDING: Reports $156K Net Loss for First Quarter UNITED MOBILE: Plan Outline Okayed, Plan Hearing on July 13 US RAVE: Unsecured Creditors to Recoup 25% Under Plan VALDERRAMA A/C: Reaches Deal With Bank, Gives Up Warehouse VANGUARD NATURAL: Plan Exclusivity Extended to Aug. 15 VANGUARD NATURAL: Sale of O&G Assets, 57 Wells to Oxy USA Okayed VAUGHAN FITNESS: Hires David A. Riggi as Bankruptcy Counsel WALTER INVESTMENT: Amends A&R Warehouse Agreement with Barclays WALTER INVESTMENT: Will Amend Form 10-K Due to Accounting Error WAVE SYSTEMS: Jazz Says Its Financial Condition is Irrelevant WI-JON INC: Asks for Court's OK to Sell Inventory, Use Cash YAKH LLC: Trustee Gets Court Approval for Plan Outline YIELD10 BIOSCIENCE: Effects 1-for-10 Reverse Stock Split YIELD10 BIOSCIENCE: Stockholders Reelect Two Directors ZUCKER GOLDBERG: Hires Stone Conroy as Special Counsel ZYNEX INC: Posts $353,000 Net Income for First Quarter ********* 121-08 JAMAICA: Hearing on Disclosure Statement Set for June 13 --------------------------------------------------------------- Judge Elizabeth Stong of the U.S. Bankruptcy Court for the Eastern District of New York will hold a hearing on June 13 to consider the disclosure statement, which explains 121-08 Jamaica Avenue LLC's Chapter 11 plan of reorganization. The hearing will be held at 10:00 a.m., at the Bankruptcy Court, 271-C Cadman Plaza East, Brooklyn New York. Objections must be filed no later than seven days prior to the hearing. The plan proposes to pay general unsecured creditors 100% of their allowed claims from future refinancing or private sale, or a pro rata share of up to 10% of their claims from a public auction of the company's real property in Richmond Hill, New York. About 121-08 Jamaica Avenue LLC 121-08 Jamaica Avenue LLC owns and operates the real property located at 121-08 Jamaica Avenue, Richmond Hill, New York. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-40437) on Feb. 2, 2016, and is represented by Dawn Kirby Arnold, Esq., Delbello Donnellan Weingarten Wise, et al. 125 CANAL: Hires Irving Shechtman & Company as Appraisers --------------------------------------------------------- 125 Canal Street, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Rhode Island to employ Irving Shechtman & Company, Inc., as appraisers. The Debtor requires Irving Shechtman & Company, Inc. ("ISC") as appraiser in order to perform a furniture, fixture and equipment appraisal. The Debtor has agreed to compensate Irving Shechtman for its services and reimburse Irving Shechtman for its disbursements and expenses in the amount of $500. Dean M. Ponte, property appraiser with Irving Shechtman & Company, 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 Debtor and its estates. ISC can be reached at: Dean M. Ponte Irving Shechtman & Company, Inc. 141 Power Road Pawtucket, RI 02860 Phone: (401) 728-9100 About 125 Canal Street Headquartered at Providence, Rhode Island, 125 Canal Street, LLC filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-10602) on April 14, 2017. Peter M. Iascone, Esq. at Peter Iascone & Associates represents the Debtor. 135 WEST 13: Hires Cyruli Shanks Hart & Zizmor as Special Counsel ----------------------------------------------------------------- 135 West 13 LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Cyruli Shanks Hart & Zizmor, LLP as special counsel to the Debtor. The Debtor is the owner and operator of two residential properties located at 133 West 13th Street ("133 West 13th") and 135 West 13th Street ("135 West 13th"), New York, New York (together, the "Properties”). The Properties are multi-family residential rentals properties with a mix of rent stabilized and non-rent stabilized units. The Properties contain a total of 12 units. The Debtor commenced in 2014 an action to evict two tenants in 133 West 13th. These two tenants had two rent-stabilized apartments, however, the Debtor commenced the State Court Action to evict the tenants on the basis that the apartments were not the Tenants' primary residence. The Debtor prevailed in housing court, and then appealed to the appellate term, where the housing court's decision was reversed. The Debtor is currently appealing the appellate term's decision to the appellate division. The Debtor requires Cyruli, as its special litigation counsel, to handle the Appeal. Cyruli's James E. Schwartz will primarily be responsible for performing the services requested by the Debtor and will bill the estate his normal hourly rate of $475. Cyruli will also be reimbursed for reasonable out-of-pocket expenses incurred. James E. Schwartz, Esq., a member of Cyruli Shanks Hart & Zizmor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cyruli may be reached at: James E. Schwartz, Esq. Cyruli Shanks Hart & Zizmor, LLP 420 Lexington Avenue New York, NY 10170 Tel: (212) 661-6800,Ext202 Fax: (212) 661-5350 E-mail: jschwartz@cshzlaw.com About 135 West 13 LLC 135 West 13 LLC Second Southern Baptist Church of New York filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-11371) on May 17, 2017. Robinson Brog Leinwand Greene Genovese & Gluck, PC represents the Debtor as counsel. The Debtor disclosed total assets of $15.02 million and total liabilities of $13.34 million. The petition was signed by Max Dolgicer, member. 1802 PALISADES: Unsecureds to Get Full Payment by Dec. 31 --------------------------------------------------------- 1802 Palisades Investments, LLC, has filed a Chapter 11 plan of reorganization that proposes to pay unsecured claims in full. According to the proposed plan, Class 5 unsecured claims in the total amount of $7,202.81 will be paid in full, without interest, on or before December 31, 2017. The reorganized company will continue to operate its property and will collect rents to ensure payment to creditors. If additional funds are needed to implement the plan, Patsy Prelogar, a member, will from time to time make the capital contributions, according to Palisades' disclosure statement filed on May 18 with the U.S. Bankruptcy Court for the Western District of Missouri. A copy of the disclosure statement is available for free at https://is.gd/39UODC About 1802 Palisades Headquartered in Leawood, Kansas, 1802 Palisades, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Case No. 17-20009) on Jan. 9, 2017, listing $2.05 million in total assets and $2.15 million in total liabilities. Patsy Prelogar, authorized representative, signed the petition. Berman, DeLeve, Kuchan & Chapman, LLC represents the Debtor as bankruptcy counsel. No official committee of unsecured creditors has been appointed. 207 AINSLIE: Proposes to Pay Creditors from Sale of NY Property --------------------------------------------------------------- 207 Ainslie, LLC, has filed a Chapter 11 plan of reorganization that proposes to pay creditors from the sale of its New York property to an affiliate of Conselyea Street Block Association, Inc. The plan is predicated on a private sale of the company's real property in Brooklyn, New York, to SNA Ainslie LLC for $8.55 million. The sale proceeds, in conjunction with certain cash accounts totaling approximately $695,000, will be used to fund the plan and pay all allowed claims of creditors before the surplus is returned to equity holders. The sale is being pursued as a means to settle the company's legal disputes with Conselyea and the City of New York over its acquisition of the property. Confirmation of the plan will be deemed approval of the sale, according to the company's disclosure statement filed on May 18 with the U.S. Bankruptcy Court for the Eastern District of New York. Under the plan, general unsecured creditors will receive a cash dividend equal to 100% of their allowed claims on the closing date or such later date as the court determines following entry of a final order allowing the claim. 207 Ainslie projects that general unsecured claims will be finally allowed in the amount of $516,897, according to the disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/zsTUBO About 207 Ainslie 207 Ainslie, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-41426) on April 1, 2016. The petition was signed by Harry Einhorn, manager. The Debtor disclosed total assets of $14 million and total debts of $5.07 million at the time of filing. Judge Nancy Hershey Lord presides over the case. The Debtor is represented by Kevin J Nash, Esq. at Goldberg Weprin Finkel Goldstein LLP. 500 NORTH AVENUE: Hires Advisra as Real Estate Appraiser -------------------------------------------------------- 500 North Avenue, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Advisra Consulting, LLC as real estate appraiser. The Debtor requires Appraiser to: a. provide the Debtor with an independent opinion ("Phase I") of the market value of the leased fee interest in the Debtor's property located at 512 North Avenue, Bridgeport, Connecticut; and b. attend meetings, hearings, and/or pretrial conferences, review of other appraisal report(s), and provide testimony at depositions and/or hearings regarding the Appraiser's opinion of value of the Property ("Phase II"). The Appraiser shall be compensated $1,200 for Phase I and on an hourly basis for Phase II. Albert W. Franke, III, president of Advisra Consulting, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Appraiser may be reached at: Albert W. Franke, III Advisra Consulting, LLC 4 Broad Street Milford, CT 06460 Tel: (203) 772-0677 About 500 North Avenue 500 North Avenue, LLC, and Long Brook Station, LLC, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 14-31094 and 14-31095) on June 6, 2014. The petitions were signed by Joseph Regensburger, member. At the time of filing, 500 North Avenue estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities; and Long Brook Station estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge Julie A. Manning. The Debtors are represented by Douglas S. Skalka, Esq., at Neubert, Pepe, and Monteith, P.C. AC I TOMS: June 26 Plan Confirmation Hearing -------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has scheduled a hearing to consider confirmation of the Fourth Amended Plan of Reorganization of AC I Toms River LLC on June 26, 2017, at 10:00 a.m., Eastern Time. Objections, if any, to Confirmation of the Plan must be filed and served on or before June 19. RCG LV Debt IV Non- Reit Holdings, LLC, has filed its motion pursuant to 11 U.S.C. Sections 105(a), 502 and 506(a) and Rules 3001(f) and 3012 of the Federal Rules of Bankruptcy Procedure to determine the value of its secured claim, which RCG asserts is $23,157,997.59 as of October 31, 2016. The Debtor, in its fourth amended disclosure statement, as modified, said it has filed a response to the motion. RCG filed a reply and the Debtor filed a sur-reply. RCG and the Debtor have agreed to a briefing schedule in connection with the motion and an adjournment of the hearing on the motion to June 26, 2017. The Debtor disputes the amount of RCG's claim and believes the Allowed RCG Secured Claim is no more than $20,000,000. The Debtor reserves all rights to object to the proof of claim filed by RCG, including, but not limited to the dollar amount of the claim, default interest charges, late fees and professional fees, including but not limited to an objection under Section 1124 or any other applicable provision of the Bankruptcy Code. A full-text copy of the Disclosure Statement is available at http://bankrupt.com/misc/nysb16-22023-112.pdf About AC I Toms AC I Toms River LLC owns the real property and improvements thereon located at 1400 Hooper Avenue, Toms River, New Jersey, from which the shopping center commonly known as Hooper Commons operates. The property consists of 28 storefronts, of which 25 are occupied. The anchor tenants at the property are Dollar Tree, DSW and Michaels. The property is currently the subject of a foreclosure action commenced by RCG. CBRE is the court-appointed rent receiver who currently manages the property. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-22023) on Jan. 8, 2016, disclosing under $1 million in both assets and liabilities. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, PC, serves as the Debtor's bankruptcy counsel. A Receiver has been appointed for the Debtor's property. The Receiver has remained in place and continuing to act in accordance with a prepetition receiver order through October 15, 2016. No official committee of unsecured creditors has been appointed in the case. ADC HEALTH: Hires Eric A. Liepins as Counsel -------------------------------------------- ADC Health Care Services, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Eric A. Liepins PC as counsel for the Debtor. The Debtor requires the Firm to assist on legal matters exist to the assets and liabilities of the estate. Eric A. Liepins PC will be paid at these hourly rates: Eric A. Liepins $275 Paralegals and Legal Assistants $30-50 The Firm has received a retainer of $5,000 plus the filing fee. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric Liepins, Esq., sole shareholder with the law firm of Eric Liepins, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Eric Liepins, Esq. Eric Liepins, PC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 About ADC Health Care Services ADC Health Care Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 16-40683) on Apr. 12, 2016. The petition was signed by Desmond Imoh as president. The Debtor disclosed estimated assets of $0 to $50,000 and estimated liabilities of $500,001 to $1 million. Eric A. Liepins P.C. serves as the Debtor's counsel. The Hon. Brenda T. Rhoades presides over the case. AMERICAN TOOLS: Hearing on Disclosures Approval Set for Aug. 2 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico has scheduled for Aug. 2, 2017, at 2:00 p.m., the hearing to consider the approval of American Tools, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed not less than 14 days prior to the hearing. About American Tools American Tools, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-08071) on Oct. 7, 2016. The petition was signed by Jimmy Cepeda Benavides, vice president and treasurer. The case is assigned to Judge Brian K. Tester. Emily D. Davila, Esq., at the Law Offices of Emily D. Davila serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. ANGELICA CORP: Proposes to Pay Creditors From Sale of Assets ------------------------------------------------------------ Angelica Corporation has filed with the U.S. Bankruptcy Court for the Southern District of New York a Chapter 11 plan that proposes to pay claims from the liquidation of the remaining assets of the company and its affiliates. The purpose of the plan is to provide a mechanism to implement the liquidation of the companies' remaining assets, and distribute the net proceeds, including the remaining proceeds from the sale of most of their assets to an affiliate of their pre-bankruptcy lender KKR Credit Advisors (US) LLC, or to another buyer with a better offer. Angelica had earlier entered into a stalking horse asset purchase agreement with 9W Halo Holdings L.P., under which the latter will buy substantially all assets of the companies for $125 million, including a credit bid in the amount of $17.4 million on account of a portion of KKR's pre-bankruptcy debt. 9W Halo's $125 million offer will serve as the lead bid at the auction scheduled for June 5. If a sale transaction is consummated, which Angelica expects to occur before the hearing on confirmation of the plan, the proceeds will be used to pay claims held by lenders under the debtor-in-possession loan agreement and the ABL facility, the claim of GACP Finance Co., LLC and the claim of KKR (to the extent its affiliate 9W Halo is not selected as the winning bidder). After paying the lenders, Angelica will use the remaining proceeds to fund the ongoing wind-down costs and distributions under the plan. As of April 3, the companies owed $135.5 million, which includes $50.5 million under the ABL facility and $85 million under the term loan facility. The term loan facility is composed of a $58 million loan held by KKR and a $22.5 million loan held by GACP Finance. The plan provides for the payment in full in cash of all claims, to the extent not already satisfied upon the sale closing, other than the claim of KKR and the general unsecured claims. To the extent any amount of the allowed KKR claim is outstanding on the effective date, KKR will release any collateral remaining after the consummation of the sale to the bankruptcy estate, and will waive all liens that it possesses on the collateral. Meanwhile, each general unsecured creditor will receive its pro rata share of (i) the "general unsecured claims recovery amount;" (ii) the proceeds from any asset sale, settlement of causes of action, or investment of cash executed by the plan administrator after the effective date; and (iii) the non-certificated beneficial interests of the "creditor recovery trust," according to the disclosure statement filed on May 18. A copy of the disclosure statement is available for free at https://is.gd/9NcLJq About Angelica Corp. Headquartered in Alpharetta, Georgia, Angelica Corp. is a national provider of medical laundry and linen management services, supplying approximately 3,800 healthcare providers in 25 states, including approximately 850 hospitals, 350 long-term care facilities, and 2,600 outpatient medical practices. Angelica provides its laundry and linen management services through a network of over 30 laundry plants and depots located across the nation and a fleet of over 220 delivery vehicles. It currently employs approximately 3,900 employees, roughly 69% of whom are unionized. Angelica Corp., formerly known as Angelica, Angelica Healthcare, and Angelica Image Apparel, and four of its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 17-10870) on April 3, 2017. The petitions were signed by John Makuch, interim chief financial officer. Angelica disclosed assets at $208 million and liabilities at $216.8 million as of Dec. 24, 2016. The cases are assigned to Judge James L. Garrity Jr. The Debtors tapped Weil, Gotshal & Magnes LLP as bankruptcy counsel, and Grant Thornton LLP as auditor and tax advisor. An official committee of unsecured creditors has been appointed in the chapter 11 cases. The committee hired Cole Schotz, PC as bankruptcy counsel and FTI Consulting, Inc., as financial advisor. APPLIANCES PLUS: Unsecureds to Recoup 100% Over 60 Months --------------------------------------------------------- Appliances Plus, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement dated May 17, 2017, referring to the Debtor's plan of reorganization dated April 11, 2017. Class 8 General Unsecured Creditors will receive 100% of their allowed claims over 60 months pursuant to the Plan. Class 8 is impaired by the Plan. All Plan payments will be made from the ongoing revenue of the Debtor's business from normal business operations. The Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-23814-62.pdf About Appliances Plus Appliances Plus, Inc., does business as an appliance sales and service business. The Debtor has one shareholder, Rocco Perla, who owns 100% of the stock. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-23814) on Oct. 11, 2016. The petition was signed by Rocco A. Perla, president. The Debtor is represented by Christopher M. Frye, Esq., at Steidl and Steinberg, P.C. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The U.S. Trustee has been unable to appoint an official unsecured creditors committee in the case. ASPEN COURT: Asks to Use Rents to Maintain Apartments ----------------------------------------------------- Aspen Court, L.L.C., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to use cash collateral. The Debtor wants to use certain cash and cash equivalents that allegedly serve as collateral for claims asserted against the Debtor and its property by Soy Capital Bank, Old Second National Bank, Commerce Bank and Heartland Bank. The mortgage loans to Old Second National Bank have matured according to the terms thereof. For weeks, the Debtor has been attempting to negotiate an extension of the Old Second mortgage loans with Old Second Without success. On May 22, 2017, Old Second filed a Complaint and Confession of Judgment in the Circuit Court of Kane County, Illinois, pursuant to which Old Second was attempting to confess a judgment against the Debtor and others in an amount of approximately $5.3 million without notice. The filing of the Confession Action in the Kane County Court by Old Second and the inability to reach a resolution of the issues with Old Second were the primary triggering events for the commencement of this Chapter 11 case. As a result, in order to protect certain of its properties from foreclosure by Old Second and to protect the overall viability of its business and assets for the benefit of all creditors, the Debtor filed this Chapter 11 case. The Lenders assert first position mortgage liens on the Properties and security interests against the Debtor's personal property to secure their respective mortgage indebtedness. None of the Properties are subject to more than one mortgage lien of the Lenders. In other words, each Lender has a distinct mortgage lien on a particular Property and there is no overlap of liens on any of the Properties. Based upon the underlying loan documents of the Lenders, the cash collateral issues in this Chapter 11 case relate to the rents generated at the Properties and the funds on deposit in accounts maintained by the Debtor. In order for the Debtor to continue to operate its business and manage its financial affairs in the ordinary course and effectuate an effective reorganization, it is essential that the Debtor be authorized to use cash collateral for, among other things, these purposes: A) maintenance and repairs to the Properties; B) leasing; C) insurance; D) utilities; E) payroll; F) current real estate taxes; and G) other miscellaneous items needed in the ordinary course of business. The Properties generate more than sufficient cash flow to cover all operating and related expenses at the Properties. Use of cash collateral to pay the actual, necessary and ordinary expenses to maintain the Debtor's business will preserve the value of the Debtor's assets and business and thereby insure that the interests of creditors that have or may assert an interest in both cash collateral and the Debtor's other assets are adequately protected. The Debtor proposes to use cash collateral in which the Lenders assert an interest. The Debtor's proposal will permit the Debtor to sustain its business operations and reorganize its financial affairs through the implementation of a successful plan of reorganization. Furthermore, the Debtor's proposal will adequately protect the purported secured interests of the Lenders. Unless the Debtor is authorized to use cash collateral in which the Lenders assert an interest, the Debtor will be unable to continue to operate its business and manage its property, thereby eliminating any reasonable prospect for a successful reorganization. The cessation of normal business operations by the Debtor will cause irreparable harm to the Debtor, its creditors and this estate. The Debtor proposes to use cash collateral and provide adequate protection to the Lenders upon these terms and conditions: A. the Debtor will permit the Lenders to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records; B. the Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; C. based upon the Debtor's proposal for the use of cash collateral, none of the disclosures required under Rule 4001-2 of the Local Rules of this Court is necessary. The Debtor will, upon reasonable request, make available to the Lenders evidence of that which purportedly constitutes its collateral or proceeds, including the Properties; D. the Debtor will properly maintain the Properties in good repair and properly manage its business; and E. the Lenders will be granted valid, perfected, enforceable security interests in and to Debtor's postpetition assets, including all proceeds and products which are now or hereafter become property of this estate to the extent and priority of their alleged prepetition liens, if valid, but only to the extent of any diminution in the value of assets during the period from the commencement of the Debtor's Chapter 11 case through the next hearing on the use of cash collateral. A copy of the Debtor's request for cash collateral use is available at http://bankrupt.com/misc/ilnb17-16064-6.pdf About Aspen Court Aspen Court, L.L.C. -- http://www.aspencourtwiu.com/-- owns an apartment community located at 1507 W. Jackson Street Macomb, Illinois 61455, with four convenient locations within walking distance to the Western Illinois University Campus. Aspen Court offers floor plans that accommodate all types of residents. It is the only apartment community in Macomb to offer 1, 2, and 3 bedroom apartments and 4 bedroom townhomes. Each apartment has a bathroom for every bedrooom! Its complex has just recently been constructed and contains all of the newest construction and communication technology. Every apartment comes with High-Speed Fiber Optic Internet included with data jacks in every bedroom and living room. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N. D. Ill. Case No. 17-16064) on May 24, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Jonathan Sauser as member and designated representative. Judge Timothy A. Barnes presides over the case. David K Welch, Esq., at Crane, Heyman, Simon, Welch & Clar serves as the Debtor's bankruptcy counsel. ASTERIA INC: Hires C.R. Hyde as Bankruptcy Counsel -------------------------------------------------- Asteria, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Offices of C.R. Hyde, PLC as counsel for the Debtor. The Debtor requires the Firm to: a. provide the Debtor with legal advice and assistance as to their powers and duties as debtor-in-possession in the continued operation of their affairs; b. provide legal advice and assistance to the Debtor as is necessary to preserve and protect assets, to arrange for a continuation of the working capital and other financing, to prepare all necessary applications, answers, orders, reports and other legal documents; c. appear before the Bankruptcy Court to represent and protect the interests of the Debtor and his estate; d. negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; e. provide other legal services as may be necessary during the course of the bankruptcy proceedings. The Firm's lawyers and paraprofessionals who will work on the Debtor's case and their hourly rates are: Charles R. Hyde $295 Robert Rosvall $265 Paralegal $75 The Firm received the amount of $15,000 as pre-petition security retainer. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles R. Hyde, Esq., managing partner of The Law Offices of C.R. Hyde, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Charles R. Hyde, Esq. The Law Offices of C.R. Hyde, PLC 325 W. Franklin St., Suite 103 Tucson, AZ 85701 Tel: (520) 270-1110 E-mail: crhyde@gmail.com About Asteria, Inc. Asteria, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 17-05457) on May 17, 2017. Charles R. Hyde, Esq., at The Law Offices of C.R. Hyde, PLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. ATHANAS FENCE: Access to JPM Cash Collateral Extended to July 31 ---------------------------------------------------------------- The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a third order authorizing Athanas Fence Co., Inc., to use JPMorgan Chase Bank, NA's cash collateral through and including July 31, 2017. A further hearing to consider the continued use of cash collateral will be held on July 26, 2017, at 10:30 a.m. Central Time. As adequate protection for any interests of JPMorgan Chase in the cash collateral, the bank is granted replacement liens upon, and security interests in, the Debtor's postpetition cash and accounts receivable in the same priority as the bank's existing, prepetition liens. The Debtor proposes to initially make monthly adequate protection payments to the Bank of $1,364.83 consisting of principal and interest on the business line of credit and $296.68 on the business installment loan. As reported by the Troubled Company Reporter on April 4, 2017, the Court previously authorized the cash collateral use through and including May 31, 2017. About Athanas Fence Co. Athanas Fence Co., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-03883) on Feb. 10, 2017. The petition was signed by James J. Athanas, president. The case is assigned to Judge Timothy A. Barnes. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. AURORA DIAGNOSTICS: Private Exchange Offer Expired May 22 --------------------------------------------------------- Aurora Diagnostics Holdings, LLC and Aurora Diagnostics Financing, Inc. announced the expiration of their private offer to exchange any and all of the Issuers' outstanding 10.750% Senior Notes due 2018 for a combination of new 12.250% Increasing Rate Senior Notes due 2020 of the Issuers and warrants to purchase common units of the Company. In connection with the Exchange Offer, the Issuers also solicited the consents of the holders of the Existing Notes to adopt certain amendments to the indenture governing the Existing Notes. The Exchange Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on May 22, 2017. As previously announced, as of 5:00 p.m., New York City time, on May 5, 2017, an aggregate of $197,979,000 principal amount of Existing Notes, representing 99.0% of the Existing Notes outstanding, had been validly tendered and not withdrawn. Following the Early Tender Time and prior to the Expiration Time, an additional $121,000 principal amount of Existing Notes, representing 0.05% of the Existing Notes outstanding, had been validly tendered and not withdrawn. The Issuers expect to deliver the New Notes and Warrants to be exchanged for the Existing Notes validly tendered and not validly withdrawn on or about May 25, 2017. Existing Notes validly tendered and not validly withdrawn prior to the Early Tender Time will receive the early tender consideration of $1,000 principal amount of New Notes and Warrants to purchase 15.366 common units of the Company for each $1,000 principal amount of Existing Notes tendered. Existing Notes validly tendered and not validly withdrawn after the Early Tender Time will receive the late tender consideration of $970 principal amount of New Notes and Warrants to purchase 15.366 common units of the Company for each $1,000 principal amount of Existing Notes tendered. Participating holders will also receive, with respect to their Existing Notes accepted for exchange, accrued and unpaid interest, in cash, from the last applicable interest payment date up to, but not including, the Settlement Date, on July 15, 2017, the first interest payment date for the New Notes. Immediately following the Settlement Date, approximately $1,900,000 in aggregate principal amount of Existing Notes will remain outstanding. On the Settlement Date, the supplemental indenture to the indenture governing the Existing Notes that the Issuers entered into on May 5, 2017, to effect the amendments for which consents were sought in the Consent Solicitation, will become operative and the amendments will apply to all holders of the Existing Notes. The New Notes will be issued under an indenture to be dated as of the Settlement Date, by and among the Issuers, certain subsidiary guarantors and U.S. Bank National Association, as trustee. The New Notes will be issued in the form of a global note in definitive, fully registered, book-entry form and deposited with or on behalf of DTC. The Warrants will be issued in certificated form and delivered to each holder at the address provided by such holder in connection with the tender of the Existing Notes. The Warrants will not be eligible to be held through brokers or other DTC participants and will only be transferable through the offices of the transfer agent. The Exchange Offer was made, and the New Notes and the Warrants were offered, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided under Section 3(a)(9) of the Securities Act. About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $29.14 million on $284.03 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $83.43 million on $263.74 million of net revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Aurora Diagnostics had $238.90 million in total assets, $474.85 million in total liabilities and a members' deficit of $235.95 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Aurora Diagnostics to 'Caa3' from 'Caa2' and the Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'. The downgrade reflects Moody's heightened expectation that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. As reported by the TCR on May 3, 2017, S&P Global Ratings lowered its long-term corporate credit rating on U.S. anatomic pathology laboratory services provider Aurora Diagnostics Holdings LLC to 'CC' from 'CCC'. The outlook is negative. AVAYA INC: Has Until July 18 to Exclusively File Plan ----------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of Avaya Inc., et al., the Debtors' plan filing exclusivity period through and including July 18, 2017, and the Debtors' soliciting exclusivity period through and including Sept. 16, 2017. As reported by the Troubled Company Reporter on May 23, 2017, the Debtors sought a 120-day extension of their exclusive plan filing and solicitation periods to Sept. 16 and Nov. 15, respectively. The Ad Hoc First Lien Group, comprising the holders of over 50% of the Debtors' first lien debt, filed with the Court an objection to the Debtors' request extending their exclusive periods to file a Chapter 11 plan and solicit acceptances of the plan, claiming that the Debtors have not earned a four month extension of the Exclusive Periods given their complete failure to engage in substantive plan negotiations with any of their primary stakeholders before filing a proposed plan of reorganization on April 13 or since. About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP as financial services consultant. Prime Clerk LLC is the claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. B.L. GUSTAFSON: Hires Knox McLaughlin as Bankruptcy Counsel ----------------------------------------------------------- B.L. Gustafson, LLC, which does business as Gus's Guns, Priority Care Ambulance, B.L. Gustafson Excavation, Brynwood Farm and Brian Gustafson Rentals, seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Knox McLaughlin Gornall & Sennett, P.C., as attorney. The Debtor requires Knox McLaughlin to: a. give legal advice regarding the Debtor's powers and duties under Chapter 11, including legal matters related to the operation of the Debtor’s business; b. prepare the Debtor's schedule of assets, schedule of liabilities and statement of financial affairs; c. prepare and confirm Chapter 11 plan of reorganization and disclosure statement; d. other legal actions, as necessary, to avoid liens, object to claims, enforce the automatic stay, recover preferences and defend motions and/or complaints against the Debtor; e. prepare and file complaints, applications, motions, reports, etc. on behalf of the Debtor, including but not limited to motions for sale as necessary and appropriate; and, f. perform other legal services for the Debtor as may be necessary and appropriate in connection with the case. The firm's Post-Petition fees and costs are subject to Bankruptcy Court approval, after notice and hearing. The Debtor says Knox McLaughlin is holding a $1,000 retainer pending further Court Order. John F. Kroto, Esq., of Knox McLaughlin Gornall & Sennett, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Knox Firm may be reached at: John F. Kroto, Esq. Knox McLaughlin Gornall & Sennett, P.C. 120 West Tenth Street Erie, PA 16501-1461 Tel: (814) 459-2800 E-mail: jkroto@kmgslaw.com About B.L. Gustafson, LLC B.L. Gustafson, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-10514) on May 16, 2017. John F. Kroto, Esq., at Knox McLaughlin Gornall & Sennett, P.C. serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. BARMER ENTERPRISES: Florida's Bike America Chain in Chapter 11 -------------------------------------------------------------- Barmer Enterprises, LLC, owner of Bike America bike stores in Florida, has sought bankruptcy protection, with plans to reduce monthly payments under a Small Business Administration loan and systematically reduce the size of its stores. Headquartered in Fort Lauderdale, Florida, Barmer Enterprises, LLC owns and operates eight retail bicycle stores known as Bike America -- http://www.bikeam.com/-- and located in Pembroke Pines, East Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West Palm Beach. Barmer, which is owned by Gary Mercado and Steven C. Barnes, bought the retail chain in 2014. The first Bike America store opened in 1970 in Boca Raton. Barmer has about 40 employees and its assets include inventory and fixtures. It owns no real estate. Suntrust Bank N.A. has a secured claim which arises from a SBA loan currently in the amount of $1,900,000. The SBA loan was based upon a 15-year amortization and payments were $25,000 each month. The Debtor believes it can pay its vendors by decreasing its monthly SBA loan payment and systematically reduce the size of its stores. The Debtor proposes to make monthly interest payments to Suntrust in the amount of $10,000, which will provide Suntrust with interest at the rate of six percent. The Company's major suppliers are Cycling Sports Group, owed $425,000; and Giant Bicycle, Inc., owed $273,000. The deal with Cycling gives the Debtor the right to sell Cannondale brand bicycles in its stores. The Debtor's cash budget includes payments of $7,000 to Cycling and $5,500 per week to Giant in payment of their prepetition claims in anticipation of a determination that they are critical vendors. In addition, postpetition, the Debtor said it will make payments to its suppliers on a cash in advance of delivery basis. The weekly payments to Giant and Cycling are anticipated to continue until the Debtor is no longer "out of trust." Aside from Cannondale and Giant bikes, Bike America sold BMC bikes at its stores prepetition. The value of the inventory of BMC bikes sold by the Debtor is $17,000, and its prepetition obligation to BMC USA Corporation is $30,000. The Debtor did not indicate if it considers BMC as a "critical vendor" that will receive weekly payments postpetition. About Barmer Enterprises Barmer Enterprises filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-16095) on May 15, 2017, estimating assets up to $50,000 and liabilities between $1 million and $10 million. The petition was signed by Gary Mercado, managing member. Judge Raymond B. Ray presides over the case. Susan D. Lasky, Esq., at Susan D Lasky, PA, serves as the Debtor's bankruptcy counsel. BARMER ENTERPRISES: Seeks Cash Access for Bike America Stores ------------------------------------------------------------- Barmer Enterprises, LLC, asks for permission from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral to purchase inventory and fund its operations. These entities have an interest in the Cash Collateral: a. Suntrust Bank, N.A., which has a secured claim which arises from a Small Business Administration loan currently in the approximate amount of $1.9 million; b. BMC USA Corporation, which is one of the Debtor's suppliers d. Cycling Sports Group, Inc. aka Cannondale, one of the Debtor's major suppliers and provides the Debtor with the right to sell Cannondale brand bicycles in East Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West Palm Beach; e. Giant Bicycle, Inc., the Debtor's largest supplier; and f. CHTD Company, Specialized Bicycle Components, ASS'N and America Express, which filed UCC-1's and the Debtor does not believe there is equity in excess of the foregoing liens to secure these secondary lien positions. The Debtor says it is prepared to demonstrate that its revenue from sales will support its expenses. The Debtor's first postpetition payroll is May 28, 2017, and rent will be due. The Debtor's budget includes an additional payment of $7,000 per week to Cycling in payment of its prepetition claim in anticipation of a determination that Cycling is a critical vendor. The additional weekly payment will continue until the time as the claim of Cycling is equal to the value of the inventory provided by Cycling to the Debtor. The Debtor's Budget also includes a payment of $5,500 per week to Giant in payment of its prepetition claim in anticipation of a determination that Giant is a critical vendor. The additional weekly payment to Giant will continue until such time as the claim of Giant is equal to the value of the inventory provided by giant to the Debtor. The Debtor's Budget is based on the Debtor's annual revenue from 2016. The Debtor's sales thus far have been consistent with its revenue from 2016. The Debtor will make payments to its suppliers on cash in advance of delivery basis. The weekly payments to Giant and Cycling are anticipated to continue until Debtor is no longer "out of trust." The Debtor proposes to make monthly interest payments to Suntrust in the amount of $10,000 which will provide Suntrust with interest at the rate of 6%. The Debtor's is fully insured. A copy of the Debtor's motion and the budget is available at: http://bankrupt.com/misc/flsb17-16095-13.pdf About Barmer Enterprises Headquartered in Fort Lauderdale, Florida, Barmer Enterprises, LLC owns and operates eight retail bicycle stores known as Bike America and located in Pembroke Pines, East Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West Palm Beach. Barmer Enterprises filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-16095) on May 15, 2017, estimating assets up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Gary Mercado, managing member. Judge Raymond B. Ray presides over the case. Susan D. Lasky, Esq., at Susan D Lasky, PA, serves as the Debtor's bankruptcy counsel. BOYSON INC: Hires South Atlantic Enterprises as Finance Brokers --------------------------------------------------------------- Boyson, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Virgin Islands to retain South Atlantic Enterprises, Inc., and Vista Capital, LLC as finance brokers for the Debtor. The Debtor requires South Atlantic and Vista to identify and introduce the Debtor to entities which can provide capital to the Debtor for a possible transaction, including debt financing, an equity infusion and/or a purchase of the Debtor's assets or equity. The Debtor will pay South Atlantic and Vista each a fee of 1% (for a total of 2%) of the amount of capital provided by any Registered Prospects; provided, however, that if capital is provided to both the Debtor and one or more non-Debtor affiliates the fees will be apportioned between the Debtor and such affiliate(s) based on the percentage of total capital provided to each entity. Robert L. Abbott, Jr., president of South Atlantic Enterprises, 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 Debtor and its estates. John Condon, sole and managing member of Vista Capital, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. South Atlantic and Vista may be reached at: Robert L. Abbott, Jr. South Atlantic Enterprises, Inc. 6135 Park South Drive, Suite 510 Charlotte, NC 28210 Phone: 704.749.3139 Fax: 704.749.3114 - and - John Condon Vista Capital, LLC 75538 Desierto Dr Indian Wells, CA 92210 Tel: (760) 779-8900 E-mail: jwcondon@vista-capital.net About Boyson Inc. Boyson, Inc. is a family-owned business located in the U.S. Virgin Islands that was formed in 1973. For many decades, Boyson has, among other things, provided ferry and other transportation services within and between the U.S. Virgin Islands, the British Virgin Islands and Puerto Rico. Boyson, Inc. filed a Chapter 11 petition (Bankr. D.V.I. Case No. 17-30001), on January 25, 2017. The petition was signed by Cheryl Boynes-Jackson, vice president. At the time of filing, the Debtor estimated assets at $10 million to $50 million and liabilities at $1 million to $10 million. Scroggings & Williamson, P.C. serves as the Debtor's general counsel. No trustee, examiner or official committee of unsecured creditors has been appointed. BROWNSVILLE BERG: Hires Elliot & Davis, PC as Counsel ----------------------------------------------------- Brownsville Berg Associates, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Elliot & Davis, PC as counsel. The Debtor requires Elliot & Davis to: a. prepare information regarding the completion of the bankruptcy schedules, the Statement of Financial Affairs and related documentation; b. examine proofs for claim for legal sufficiency and validity and litigate disputes regarding proofs of claim; c. furnish advise on legal matters arising during the Chapter 11 proceeding; and d. prepare a Plan and Disclosure Statement and represent the Debtor-in- Possession in obtaining approval of same. Elliot & Davis will be paid at these hourly rates: Jeffrey T. Morris $200 Paralegals $100 Prior to filing the bankruptcy petition, the Debtor has paid the filing fee of $1,717.00 and no other retainer. Jeffrey T. Morris, Esq., of Elliott & Davis, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Elliott & Davis may be reached at: Jeffrey T. Morris, Esq. Elliott & Davis, PC 425 First Ave, First Floor Pittsburgh, PA 15219 Tel: (412) 434.4911, ext. 34 Fax: (412) 774.2168 E-mail: morris@elliott-davis.com About Brownsville Berg Associates Brownsville Berg Associates, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-22123) on March 19, 2017. Jeffrey T. Morris, Esq., at Elliott & Davis, PC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. CAROL LLOYD: Has Access to Cash Collateral for 30 Days ------------------------------------------------------ The Hon. George R. Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina entered an interim order authorizing Carol Lloyd, Inc., to use up to $307,690 of cash collateral during the next 30 days or until final hearing. A final hearing on the cash collateral use will be held on June 6, 2017, at 10:00 a.m. The Debtor has represented that a UCC search at the North Carolina Secretary of State's web portal revealed the following UCC-1 fillings by potential secured creditors, which may reflect perfected liens on cash collateral: a. Corporation Service Company, as Representative: UCC filed Sept. 12, 2014; and b. EIN CAP, Inc.: UCC filed Aug. 8, 2016. As of the Petition Date, the Debtor has accounts receivable of approximately $312,000. The Debtor needs to use these receivables to continue normal operations and to maintain its going concern value. The Potential Secured Creditors have not consented to Debtors' use of cash collateral. The Debtor believes that their accounts receivable will be replenished through normal operations such that the total amount of outstanding receivables at any given time remains about the same. The Debtor proposes to adequately protect the Potential Secured Creditors by provided a replacement lien on postpetition receivables to the same extent, and with the same priority, as any prepetition perfected lien. The Debtor faces ordinary and necessary expenses on a daily basis. The Debtor needs to use cash collateral to make payment of ordinary operating expenses. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a postpetition lien on the Debtor's accounts receivable to the extent that the prepetition lien on the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the Petition Date. The Debtor will dispose of no asset of the Debtor outside the ordinary course of business, except upon approval of the Court. The Debtor's use of cash collateral will expire or terminate on the earlier of: (i) the conclusion of another cash collateral hearing, (ii) the Debtor ceasing operations of its business; (iii) the non-compliance or default of the Debtor with any terms and provisions of the court order; or (iv) the entry of another court order concerning cash collateral. About Carol Lloyd Headquartered in Asheville, North Carolina, Carol Lloyd, Inc., doing business as MMDS of Asheville, has been providing X-ray laboratory services (including dental) since 2004. Carol Lloyd, Inc., is an affiliate of MMDS of North Carolina Inc., which sought bankruptcy protection on April 7, 2017 (Bankr. E.D.N.C. Case No. 17-01749). Carol Lloyd, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 17-10207) on May 15, 2017, estimating assets up to $50,000 and liabilities between $1 million and $10 million. Lloyd M. Williams, III, authorized representative, signed the petition. Judge George R. Hodges presides over the case. David R. Badger, Esq., at David R. Badger, P.A., serves as Carol Lloyd's bankruptcy counsel. CHARLES STREET: Hires Cynthia B. Lloyd as Counsel ------------------------------------------------- Charles Street Place, LLC has filed an amended application seeking approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Offices of Cynthia B. Lloyd as Counsel. The Debtor requires the Firm to: a. prepare and file schedules and a statement of financial affairs; b. negotiate with creditors and handle routing motions such as motions for relief from stay, cash collateral motions and the numerous of bankruptcy motions that will be filed in this case; c. file objections to claims, if necessary; d. perform legal work necessary for selling and/or recovering property of the Debtor, if necessary; e. draft, file and prosecute adversary proceedings necessary to determine the extent, validity and priority of liens; f. draft, file and prosecute adversary avoidance actions, adversary proceedings, motions and contested pleadings as necessary; g. prepare and file a Plan and Disclosure Statement; h. conduct discovery that is required for the completion of the case or any matter associated with the case; i. perform all legal matters that are necessary for the completion of the case; j. perform other legal services that may be appropriate in connection with this reorganization case to complete the bankruptcy case. The Firm will be paid at these hourly rates: Cynthia Lloyd, Esq. $375 Associate attorneys $250 Paralegals $125 Prior to the filing of this case, the Debtor paid the Firm a retainer of $11,717 which includes the filing fee of $1,717 which has been placed in Interest on Lawyers Trust Accounts ("IOLTA") account as required by the US Trustee's office. On March 7, 2017, the Firm withdrew $4,247 in fees, including filing fees, for pre-petition work, leaving a retainer balance of $7,470. Cynthia Lloyd, Esq., sole member of Law Offices of Cynthia B. Lloyd, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Because the attorney's fees in this case exceed the Debtor's ability to pay in a lump sum, upon Court approval, the Firm request authorization to escrow payments received on monthly billings in an account as required by the US trustee's Office once the initial retainer has been exhausted. No funds shall be disbursed from the escrow account without an approval fee application by this Court. In the event the Debtor unable to pay the full amount of the monthly billing in the month for which it is billed, the Debtor is authorized to make additional payments as funds become available. The Firm can be reached through: Cynthia B. Lloyd, Esq. Law Office of Cynthia B. Lloyd 4888 Loop Central Dr., Suite 445 Houston, TX 77081 Tel: (713) 660-7400 Fax: (713) 660-9921 Email: cblloyd408@yahoo.com About Charles Street Place Based in Houston, Texas, Charles Street Place, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31462) on March 6, 2017. The case is assigned to Judge Jeff Bohm. The Debtor listed under $1 million in both assets and liabilities. The case was initially filed as "Charles Street Properties, LLC". At the hearing on March 29, 2017, the Debtor's counsel, Cynthia B. Lloyd, Esq., asked the Court to change the case title from Charles Street Properties, LLC to Charles Street Place, LLC. Also at the March 29 hearing, the Court directed Ms. Lloyd to file Plan and Disclosure by July 5, 2017. CLASSEN CROWN: Hires Charles C. Ward as Attorney ------------------------------------------------ Classen Crown Investments, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ the Law Offices of Charles C. Ward, PLLC as attorney for the Debtor. The Debtor requires Ward to: a. represent estate's interest in matters and proceedings arising in or relating to this case; b. investigate, and if advisable, prosecute causes of action belonging to the estate under applicable non-bankruptcy law; c. prepare a business plan and confirmation of a plan of reorganization; d. perform the various legal services which are not the province of a trustee; e. secure recovery of various assets belonging to the estate which are in the possession of a state court receiver. The Debtor will compensate Ward at his regular hourly attorney rate of $150.00, plus his actual and necessary expenses. Charles C. Ward, Esq., The Law Office of Charles C. Ward, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ward may be reached at: Charles C. Ward, Esq. The Law Office of Charles C. Ward, PLLC 2525 NW Expressway, Suite 111 Oklahoma City, OK 73112 Tel: (405) 418-8447 Fax: (405)418-8473 E-mail: cward@charlescwardlaw.com About Classen Crown Investments Classen Crown Investments, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Okla. Case No. 17-11570) on April 25, 2017. The Hon. Janice D. Loyd presides over the case. The Law Office of Charles C. Ward, PLLC represents the Debtor as counsel. The Debtor disclosed total assets of $1 million and total liabilities of $1.52 million. The petition was signed by Dashawn Hill, president. CONDO 64: May Use American Eagle's Cash Collateral Until June 23 ---------------------------------------------------------------- The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the District Connecticut has entered a 12th order allowing Condo 64, LLC, to use American Eagle Financial Credit Union's cash collateral in the ordinary course of its business up to the maximum amount of $52,125 for a period of 30 days commencing May 24, 2017, and continuing through June 23, 2017. A final hearing on the Debtor's use of Cash Collateral will be held on June 19, 2017, at 10:00 a.m. As adequate protection to Secured Creditor for the Debtor's use of Cash Collateral and for any diminution in the collateral, Secured Creditor is granted, nunc pro tunc to the Petition Date, the following: a. a continuing postpetition lien and security interest in all prepetition property of the Debtor as it existed on the Petition Date, of the same type against which Secured Creditor held validly protected liens and security interests as of the Petition Date; and b. a continuing postpetition lien in all property acquired by the Debtor after the Petition date. The Replacement Liens will maintain the same priority, validity and enforceability as Secured Creditor's liens on the initial collateral and shall be recognized only to the extent of any diminution in the value of the Collateral resulting from the use of Cash Collateral. The validity, enforceability, perfection and priority of the Replacement Liens will not be subject to the equities of the case exception to Section 552(b) of the U.S. Bankruptcy Code and will not depend upon filing, recordation, or any other act required under applicable state or federal law, rule or regulation; and c. as further adequate protection to Secured Creditor, the Debtor is authorized to pay to Secured Creditor the sum of $7,500 for the month of June, which payment will satisfy the Debtor's obligation under Section 362(d)(3)(B) of the Bankruptcy Code during the Cash Collateral Usage Period. It is essential to the Debtor's business and operations that it obtains an order to use cash on hand and rental payments from the Debtor's operation of the property, all of which are subject to the liens and security interests of Secured Creditor, to pay ordinary course of business expenses including insurance, property maintenance, employees, repairs, utilities, common interest charges and taxes. Without Court authority for the use of Cash Collateral, the Debtor will suffer irreparable harm. The absence of authority to use Cash Collateral would likely result in termination of operations and the loss of essential services to the property. Prior to the Petition Date, the Debtor was indebted to Secured Creditor under a certain mortgage loan in the principal amount of $2.6 million, evidenced by documents and instruments dated Sept. 30, 2009, and secured by a first priority mortgage and assignment of rents on the Property and a security interest in all of the Debtor's personality. On the Petition Date, the Secured Creditor asserts the outstanding principal balance was $2,489,100 with accrued interest of $276,423, together with late charges, attorneys' fees, and other amounts as may be outstanding under the Loan Documents. The Debtor has stipulated and agreed that it is unconditionally liable to Secured Creditor for the full payment and performance the Obligations, and that the security interests, liens and mortgages created under the Loan Documents are valid and perfected, and that there are no claims, liens or encumbrances prior in right to the mortgages and security interests of Secured Creditor in the collateral, except for liens for real estate taxes and inchoate liens for common charges which may be due to Lamplight Condominium Association. According to the Budget for the period between May 23, 2017, and June 23, 2017, total income is $53,480 and total expenses of $52,125. A copy of the Budget and the court order is available at http://bankrupt.com/misc/ctb15-21797-193.pdf As reported by the Troubled Company Reporter on April 4, 2017, the Court authorized the Debtor to use cash collateral commencing March 24, 2017 and continuing through May 23, 2017. About Condo 64 LLC Condo 64, LLC, owner of 67 of the 112 condominium units and the leases and rents in connection therewith at the location known as 505-509 Burnside Avenue, East Hartford. Condo 64, LLC filed a Chapter 11 petition (Bankr. D. Conn. Case No. 15-21797) on Oct. 16, 2015. The petition was signed by Oliver C. Pinkard, managing member. The case is assigned to Judge Ann M. Nevins. The Debtor disclosed total assets at $4.6 million and total liabilities at $3.1 million at the time of the filing. The Debtor is represented by Kaitlin M. Humble, Esq. and Craig I. Lifland, Esq., at Halloran & Sage LLP. The Debtor retains Peter Kulas and Tomasetti Kulas & Company, P.C., as accountant. No trustee, examiner or creditors' committee has been appointed in the case. CTI BIOPHARMA: Has $3.1-M Est. Financial Standing as of April 30 ---------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company reported total estimated and unaudited net financial standing as of April 30, 2017, of $3.1 million. The total estimated and unaudited net financial standing of CTI Consolidated Group as of April 30, 2017, was $3.7 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $5.0 million as of April 30, 2017. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $5.4 million as of April 30, 2017. During April 2017, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. As of April 30, 2017, there were no amounts overdue of a financial or tax nature, or amounts overdue to social security institutions or overdue to employees. During the month of April 2017, the Company's common stock, no par value, outstanding increased by 169,042 shares. As a result, the number of issued and outstanding shares of Common Stock as of April 30, 2017, was 28,393,489. A full-text copy of the press release is available for free at: https://is.gd/wXjpvd About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $52 million on $57.40 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $122.6 million on $16.11 million of total revenues for the year ended Dec. 31, 2015. As of March 31, 2017, CTI Biopharma had $44.66 million in total assets, $55.03 million in total liabilities and a $10.37 million total shareholders' deficit. As of March 31, 2017, cash and cash equivalents totaled $33.3 million, compared to $44.0 million as of Dec. 31, 2016. "We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future. Additionally, we have resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement in October 2016, and we will no longer be eligible to receive cost sharing or milestone payments for pacritinib's development from Baxalta. We have incurred a net operating loss every year since our formation. As of December 31, 2016, we had an accumulated deficit of $2.2 billion, and we expect to incur net losses for the foreseeable future. Our available cash and cash equivalents were $44.0 million as of December 31, 2016. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2017. This raises substantial doubt about our ability to continue as a going concern," the Company stated in its annual report for the year ended Dec. 31, 2016. CTJH INVESTMENTS: Unsecureds to Recover 50% Over 10 Yrs with 3.0% ----------------------------------------------------------------- CTJH Investments, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a combined plan of reorganization and disclosure statement dated May 17, 2017. Class 11 Unsecured Claims -- totaling $408,938.95 -- are impaired by the Plan. Claimants will be paid 50% of their respective claims. Each will be paid pro rata basis. Each will receive monthly checks for a period of 10 years, starting July 25, 2017, with interest starting to run at that time at 3.0%. Monthly checks will total $1,974.37. This Plan of Reorganization proposes to pay creditors from cash flow from operations, or future income. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-50019-60.pdf About CTJH Investments CTJH Investments, LLC dba Party Plus Warehouse, dba Gayle's Wedding & Party Rentals, dba First Class Tuxedos sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-50019) on Jan. 23, 2017. The petition was signed by David Hodges, Managing Member. The case is assigned to Judge Robert L. Jones. The Debtor is represented by Max R. Tarbox, Esq., at Tarbox Law, P.C. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities. DAVID AND VERDA: Plan Outline Okayed, Plan Hearing on June 22 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia is set to hold a hearing on June 22 to consider approval of the Chapter 11 plan of reorganization for David and Verda DiCorte Revocable Trust. The hearing will be held at 10:30 a.m., at Courtroom 1201, Richard B. Russell Federal Building and U.S. Courthouse, 75 Ted Turner Drive, SW, Atlanta, Georgia. The court will also consider at the hearing the final approval of the disclosure statement, which it conditionally approved on May 18. The order set a June 15 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. About David and Verda DiCorte David and Verda DiCorte Revocable Trust is a family trust created by David Vincent DiCorte and accepted by Karen Hope DiCorte Yore pursuant to the laws of the State of Florida for the benefit of grantor's adult children, Billy David DiCorte, Roy Lee DiCorte, Karen Hope DiCorte Yore, and Naomi Lynn DiCorte Carmen. The Trust filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-60447) on June 15, 2016. The petition was filed pro se. Howard P. Slomka, Esq., at Slomka Law Firm PC, serves as the Debtor's bankruptcy counsel. No committee has been appointed in the Debtor's case. DELTA MILLING: Hires Larkin Hoffman Daly & Lindgren as Attorney --------------------------------------------------------------- Delta Milling, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ Larkin Hoffman Daly & Lindgren, Ltd., as attorney for Debtor. The Debtor requires Larkin Hoffman to represent the Debtor in all legal matters arising during the control of Debtor's assets, determine claims, negotiate with creditors and third parties, prepare and form a plan to be presented to the creditors, and such other services as are necessary for the exercise of any and all rights available to the Debtor. The Debtor will compensate Larkin Hoffman at an hourly rate of $415. The Debtor paid Larkin Hoffman $2,000 to be used for a filing fee, and the rest as a retainer. Thomas J. Flynn, Esq., shareholder of the law firm of Larkin Hoffman Daly & Lindgren Ltd., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Larkin Hoffman may be reached at: Thomas J. Flynn, Esq. Larkin Hoffman Daly & Lindgren Ltd. 8300 Norman Center Drive, Suite 1000 Minneapolis, MN 55437 Phone: 952-896-3362 E-mail: tflynn@larkinhoffman.com About Delta Milling, LLC Delta Milling, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Minn. Case No. 17-41372) on May 8, 2017. Thomas J. Flynn, Esq., at Larkin Hoffman Daly & Lindgren Ltd. serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. DIFFUSION PHARMACEUTICALS: Falls Short on Nasdaq Listing Condition ------------------------------------------------------------------ Diffusion Pharmaceuticals Inc. received a written notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market, LLC on May 23, 2017, indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(2) because the market value of the Company's listed securities had been below $35 million for the previous 30 consecutive business days. The Staff also noted that as of that date the Company also did not meet the alternative requirements under Nasdaq Listing Rule 5550(b)(1), due to the Company's failure to maintain stockholders' equity of at least $2.5 million, or Nasdaq Listing Rule 5550(b)(3), due to the Company's failure to generate net income from continuing operations during its last fiscal year or during two of its last three fiscal years. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days from the date of the notice, or until Nov. 20, 2017, to regain compliance with the minimum market value of listed securities requirement or the minimum stockholders' equity requirement. To regain compliance, the market value of the Company's listed securities must close at $35 million or more for a minimum of 10 consecutive business days or the Company must report stockholders' equity of at least $2.5 million. Nasdaq's written notice has no effect on the listing or trading of the Company's common stock at this time, and the Company is currently evaluating its alternatives to resolve this listing deficiency. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals, as surviving entity in its merger with RestorGenex, is a clinical stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead drug, trans sodium crocetinate (TSC), for use in the many cancer types in which tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of current treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of treatments such as radiation therapy and chemotherapy, without the apparent addition of any serious side effects. TSC has potential application in other indications involving hypoxia, such as stroke and neurodegenerative diseases. Diffusion reported a net loss of $18.03 million for the year ended Dec. 31, 2016, compared to a net loss of $6.71 million for the year ended Dec. 31, 2015. As of March 31, 2017, Diffusion had $36.34 million in total assets, $55.46 million in total liabilities, and a total stockholders' deficit of $19.11 million. KPMG LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities. The conditions raise substantial doubt about its ability to continue as a going concern. DIFFUSION PHARMACEUTICALS: Gets Noncompliance Notice from Nasdaq ---------------------------------------------------------------- Diffusion Pharmaceuticals Inc. received a written notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market, LLC on May 23, 2017, indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(2) because the market value of the Company's listed securities had been below $35 million for the previous 30 consecutive business days. The Staff also noted that as of that date the Company also did not meet the alternative requirements under Nasdaq Listing Rule 5550(b)(1), due to the Company's failure to maintain stockholders' equity of at least $2.5 million, or Nasdaq Listing Rule 5550(b)(3), due to the Company's failure to generate net income from continuing operations during its last fiscal year or during two of its last three fiscal years. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days from the date of the notice, or until Nov. 20, 2017, to regain compliance with the minimum market value of listed securities requirement or the minimum stockholders' equity requirement. To regain compliance, the market value of the Company's listed securities must close at $35 million or more for a minimum of 10 consecutive business days or the Company must report stockholders' equity of at least $2.5 million. Nasdaq's written notice has no effect on the listing or trading of the Company's common stock at this time, and the Company is currently evaluating its alternatives to resolve this listing deficiency. Meanwhile, Diffusion furnished to the Securities and Exchange Commission, for purposes of Regulation FD, a presentation to be provided to prospective investors in Diffusion Pharmaceuticals Inc. and certain analysts beginning on Monday, May 22, 2017. The presentation entitled "Better Treatments for Cancer" by David Kalergis, CEO, is available for free at: https://is.gd/lAHq7N As part of the presentation, the Company discloses financial overview including total capital invested to date of $88 million and current cash on hand of $20 million. Diffusion became a public company effective Jan. 8, 2016, through a merger with RestorGenex Corp. The Company trades on NASDAQ under ticker DFFN. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals, as surviving entity in its merger with RestorGenex, is a clinical stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead drug, trans sodium crocetinate (TSC), for use in the many cancer types in which tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of current treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of treatments such as radiation therapy and chemotherapy, without the apparent addition of any serious side effects. TSC has potential application in other indications involving hypoxia, such as stroke and neurodegenerative diseases. Diffusion reported a net loss of $18.03 million for the year ended Dec. 31, 2016, compared to a net loss of $6.71 million for the year ended Dec. 31, 2015. KPMG LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities. The conditions raise substantial doubt about its ability to continue as a going concern. DXI ENERGY: Inability to Generate Profits Cast Going Concern Doubt ------------------------------------------------------------------ DXI Energy Inc. filed its quarterly report on Form 6-K, disclosing a net loss of $1.55 million on $827,000 of total revenues for the three months ended March 31, 2017, compared with a net loss of $1.60 million on $1.37 million of total revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $20.02 million in total assets, $20.17 million in total liabilities, and a stockholders' deficit of $148,000. The Company has a working capital deficiency of $11.3 million. The Company also has an accumulated deficit of $112.2 million. Excluding the non-cash derivative liability of $0.1 million, the adjusted working capital deficiency was $11.2 million. Of this amount, $7.2 million is represented by a financial contract liability of Dejour USA, which was due on September 30, 2016. The maximum cash component due in full settlement of the financial contract liability is US$3.0 million. The Company's ability to continue as a going concern is dependent upon attaining profitable operations and the continued financial support of the non-arm's length lenders who have provided the Company with sufficient capital to meet capital expenditure commitments and continue exploration and development activities. There is no assurance that these activities will be successful. These material uncertainties cast substantial doubt upon the Company's ability to continue as a going concern. A copy of the Form 6-K is available at: http://bit.ly/2qyyivC DXI Energy Inc. is in the business of exploring and developing energy properties with a focus on oil and gas in North America. On October 27, 2015, the Company changed its name from Dejour Energy Inc. to DXI Energy Inc. EAGLE'S NEST: Wants to Use Cash to Keep Psychiatric Services ------------------------------------------------------------ Eagle's Nest Holistic Mental Health, Inc., asks for permission from the U.S. Bankruptcy Court for the District of Kansas to use cash collateral to fund all necessary operating expenses of the Debtor's business. The Debtor says it will suffer immediate and irreparable harm if it is not authorized to use cash collateral to fund monthly expenses. The Debtor says that absent authorization, it will not be able to continue with providing psychiatric services to its patients and it will be forced to cease operations. By contrast, granting authority will allow the Debtor to maintain operations and preserve the going concern value of its business which will inure to the benefit of creditors. The Debtor seeks the use of Cash Collateral in the ordinary course of business. The Debtor will use the cash collateral during the interim cash collateral period to pay utilities, employees, conduct repairs, and otherwise maintain and protect business assets and records. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ksb17-20956-3.pdf Eagle's Nest Holistic Mental Health, Inc., provides psychiatric and mental health services to patients and is owned by Dr. Lois Wilkins. Eagle's Nest filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 17-20956) on May 24, 2017. EAST TEXAS HOME: Unsecureds to Recoup 5% Under Plan --------------------------------------------------- East Texas Home Health, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Texas a disclosure statement and combined plan dated May 20, 2017. At the date of filing, March 2, 2017, the Debtor was unsure of the total unsecured debt. As of May 1, 2017, unsecured debts are $595,001.93. In this regard, the Debtor proposes to pay off Class 3 General Unsecured Claims in one payment to each unsecured creditor on the 90th day after confirmation of the Plan. Total payment will represent 5% of the current balance or $29,750.10. Krista Jernigan, the Founder and President of Debtor, will remain as President and Manager of Debtor throughout the pendency of the Plan. Her compensation is set at a rate of $3,000 per pay period, only if necessary funds are available. Her salary shall increase a maximum of 20% as the company improves financially, during the term of the Plan. Ms. Jernigan, the Debtor's president, has over 12 years of experience as an owner and manager in the home healthcare industry. In addition to implementing new and more efficient policies and programs in place, the Debtor will seek to gradually increase its patient census over time, as it become more efficient and profitable. The Debtor has already taken significant action to reduce overall operating expense by 67% reducing non-essential employees. Efficiency improvements through changes in internal processes will be ongoing and will reduce current expense levels to 15% of revenue by capitalizing on the new business relationships. The Debtor does not expect to add to current expense levels unless forecast revenue is exceeded. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txeb17-90059-37.pdf About East Texas Home Health East Texas Home Health, Inc., for over 20 years provided home care to patients and families in East Texas. It was founded by Krista Jernigan and her mother, Mary Beth Adams, as East Texas Home Health, Inc. The Debtor received its initial Medicare certification in February 1996. Over the years the Debtor has expanded across the East Texas Area and are well known for quality and high-performance outcomes. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 17-90059) on March 2, 2017. Krista Jernigan, president, signed the petition. At the time of filing, the Debtor estimated less than $50,000 in assets and liabilities. The Debtor is represented by Samuel L. Milledge, at The Milledge Law Firm. The Debtor employs John M. Paschetag and The Application Group, Inc, as bookkeeper and accountant. ECRA GROUP: Plan Confirmation Hearing on June 9 ----------------------------------------------- The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved ECRA Group, Corp.'s amended disclosure statement filed on May 6, 2017, referring to the Debtor's plan of reorganization. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on June 9, 2017, at 9:30 a.m. Objections to the final approval of the Disclosure Statement and confirmation of the Plan must be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. Acceptances or rejections of the Plan must be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. About ECRA Group ECRA Group, Corp., is organized under the laws of the Commonwealth of Puerto Rico and organized on Nov. 16, 2005. Annette Cancel Lorenzana is the president of the corporation and co-owner with 45% of the stocks; Carlos I. Arce is the owner of 45% of the stocks; Iannette Arce Cancel is the secretary of the corporation and owner of 5% of the stocks, and Liannette Arce Cancel is the owner of 5% of the stocks of the corporation. The Debtor operates its business dba Ferreteria Arce at a rented commercial property dedicated to servicing and selling construction materials and hardware equipment and related materials to general customers and construction technicians. The store is located at road 670.23 Marginal Street, Parcelas Marquez, Vega Baja, Puerto Rico. The Debtor owns the real property dedicated for the leasing business operation. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-04651) on June 10, 2016. Luis D. Flores Gonzalez at The Law Offices of Luis D. Flores Gonzalez as bankruptcy counsel. As of the date of the filing of the Chapter 11 petition, the Debtor had assets of $545,500 and liabilities of $782,989. ENID LAKESIDE: Wants Exclusive Plan Filing Extended to July 10 -------------------------------------------------------------- Enid Lakeside Grocery, LLC, asks the U.S. Bankruptcy Court for the Northern District of Mississippi to extend until July 10, 2017, the time period in which the Debtor has the exclusive right to file a plan. Absent an extension, the time period in which the Debtor has the exclusive right to file a Chapter 11 Plan was slated to expire May 25, and the Debtor requires an additional 45 days to finalize a plan and disclosure statement. About Enid Lakeside Grocery Enid Lakeside Grocery, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Miss. Case No. 17-10248) on Jan. 25, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert Gambrell, Esq., at Gambrell & Associates, PLLC. ENVIRO SOIL: Hires Mike Harrar as Tax Preparer ---------------------------------------------- Enviro Soil Consultants & Geo Environmental Service, Inc. (ESTC) filed an ex parte application with the U.S. Bankruptcy Court for the Northern District of California, seeking permission to employ Mike Harrar dba The Tax Pros as tax preparer. The Debtor requires the firm to prepare its income tax for the fiscal year 2015-2016. Mr. Harrar's estimated fees for preparing the tax returns is $1,000. Mr. Harrar will also be reimbursed for reasonable out-of-pocket expenses incurred. Mike Harrar assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firm can be reached at: Mike Harrar dba THE TAX PROS 4817 Piedmont Ave. Oakland, CA 94611 Tel: (510) 836-6001 Enviro Soil Consultants & Geo Environmental Service, Inc. (ESTC), filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 17-50759) on March 30, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Arlo Hale Smith, Esq. ENVIRO SOIL: Names Arlo Hale Smith as Legal Counsel --------------------------------------------------- Enviro Soil Consultants & Geo Environmental Service, Inc. (ESTC) filed an ex parte application with the U.S. Bankruptcy Court for the Northern District of California, seeking permission to employ Arlo Hale Smith as legal counsel. Mr. Smith agreed to represent the Debtor in all proceedings before the U.S. Bankruptcy Court in the core bankruptcy proceeding at the hourly rate of $200 per hour. The counsel will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid Mr. Smith a $2,000 retainer, $1,717 of which will be used to pay court fees. Mr. Smith assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The counsel can be reached at: Arlo H. Smith, Esq. 378 Golden Gate Avenue £326 San Francisco, CA 94102 Tel: (415) 685-9331 E-mail: halesf7@aol.com Enviro Soil Consultants & Geo Environmental Service, Inc. (ESTC), filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 17-50759) on March 30, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Arlo Hale Smith, Esq. ERATH IRON: Court Approves Coleman Bank Cash Collateral Deal ------------------------------------------------------------ Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas inked his approval and adopted the stipulation between debtor Erath Iron & Metal, Inc. and lender Coleman County State Bank in connection with the Debtor's continued use of cash collateral. Coleman State Bank has agreed to the continued use of cash based on a budget, or budgets once that budget or budgets are submitted and expressly approved by Coleman State Bank. The Debtor has agreed to the lifting of the stay with respect to the assets pledged as collateral to Coleman State Bank, to the extent that it may be beneficial to the sale process. The Debtor has also agreed to continue to communicate with Coleman State Bank and to provide all of the reporting required by prior cash collateral orders, as well as inform Coleman State Bank of major developments in connection with the sale process as soon as reasonably practicable. As additional adequate protection against diminution in value, the existing second lien against the equipment of EIM Operations, LLC will continue, but the maximum amount of $150,000 will no longer apply. Accordingly, the Debtor is directed to cause EIM Operations, LLC to execute reasonable security documentation including a security agreement and a UCC 1 on or before May 25, 2017. The Parties acknowledge that there is potentially an opportunity to place this matter on the docket of the Court on June 7, 2017 or June 8, 2017. A full-text copy of the Stipulation, dated May 24, 2017, is available at https://is.gd/s5JTlQ Coleman County State Bank is represented by: Mark J. Petrocchi, Esq. GRIFFITH, JAY & MICHEL, LLP 2200 Forest Park Blvd. Fort Worth, TX 76110 Phone (817) 926-2500 Fax (817) 926-2505 E-mail: mpetrocchi@lawgjm.com About Erath Iron and Metal Based in Stephenville, Texas, Erath Iron and Metal, Inc., buys and sells metal recyclable material in Erath Bosque, Eastland, Johnson, Stephens and Howard Counties, Texas. Erath Iron and Metal, Inc., and related entity Erath Iron and Metal, RE LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 17-40693) on Feb. 22, 2017. Nicolle Boyd, president, signed the petitions. At the time of the filing, the Debtor disclosed $21.87 million in assets and $4.73 million in liabilities. Judge Mark X. Mullin is the case judge. The Debtor is represented by Russell W. King, Esq., and Tracy L. King, Esq., at King Law Offices, P.C. No trustee, examiner or creditors' committee has been appointed in the case. ERIE STREET: Withdraws Bid to Use Cash Collateral ------------------------------------------------- Erie Street Investors, LLC, has withdrawn its motion to use cash collateral. A hearing was set for May 16, 2017. As reported by the Troubled Company Reporter on May 26, 2017, the Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Frances Gecker, solely as Chapter 11 Trustee for Erie Street Investors, LLC, and its affiliated Debtors to use cash collateral. About Erie Street Investors Erie Street Investors, LLC, and several affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Lead Case No. 17-10554) on April 3, 2017. The affiliates are LaSalle Investors, LLC, WSC Parking Fund I, George Street Investors, LLC, and Sheffield Avenue Investors, LLC. The cases are jointly administered. Arthur Holmer, managing member of Weiland Ventures, LLC, signed the petitions. Erie Street Investors and LaSalle Investors each disclosed between $10 million and $50 million in both assets and liabilities. WSC Parking Fund listed between $1 million and $10 million in both assets and liabilities. The cases are assigned to Judge Deborah L. Thorne. The Debtors are represented by Scott R Clar, Esq., at Crane, Heyman, Simon, Welch & Clar. The Court entered an order on May 16, 2017 approving the appointment of Frances Gecker as Chapter 11 Trustee. The Chapter 11 Trustee retains Reed Heiligman, Esq., at FrankGecker LLP as her counsel. ESBY CORP: Wants Exclusive Plan Filing Period Extended ------------------------------------------------------ Esby Corporation asks the US Bankruptcy Court for the Middle District of North Carolina to extend the exclusive period during which only the Debtor may file a plan of reorganization and solicit acceptance of a plan. Esby contends that under Sec. 1121(e) of the Bankruptcy Code, only the Debtor may file a plan until 180 days after the Petition Date. Sec. 1121(c)(3) provides that other parties in interest may file a plan if, and only if, the Debtor has not filed a plan that has been accepted within 120 days after the petition date. Esby notes that under Sec. 1121(d), the Court may, upon request of a party-in-interest, increase the exclusive period in which a debtor may file a plan and solicit acceptances of a plan for cause if the request is made within the 120-day period. About Esby Corporation Esby Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50228) on March 2, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Brian P. Hayes, Esq., at the law firm Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's bankruptcy counsel. EXCO RESOURCES: Covenant Problems Raise Going Concern Doubt ----------------------------------------------------------- EXCO Resources, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $8.19 million on $76.53 million of total revenues for the three months ended March 31, 2017, compared with a net loss of $130.15 million on $56.09 million of total revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $670.71 million in total assets, $1.54 billion in total liabilities, and a stockholders' equity of -$865.44 million. As of March 31, 2017, the Company's consolidated debt consisted of the EXCO Resources Credit Agreement, 1.5 Lien Notes, 1.75 Lien Term Loans, Exchange Term Loan, 2018 Notes and 2022 Notes. The payment of interest in common shares on the 1.5 Lien Notes and 1.75 Lien Term Loans is expected to improve the Company's Liquidity and future cash flows. The exercisability of the 2017 Warrants and the Company's ability to pay interest in common shares is restricted until the Requisite Shareholder Approval. If the Company does not receive the requisite shareholder vote to approve the issuance of common shares in connection with the 1.5 Lien Notes and 1.75 Lien Term Loans, then the Company may be required to pay interest in cash that would further restrict its Liquidity and ability to comply with debt covenants. The company entered into an agreement to divest its oil and natural gas properties and surface acreage in South Texas on April 7, 2017 and the transaction is expected to close in early June 2017. The proceeds from the sale would significantly increase the Company's liquidity and primarily be utilized to fund the acquisition and development of oil and natural gas properties in other regions. Therefore, this would significantly reduce the need to incur indebtedness under the EXCO Resources Credit Agreement and mitigate the impact if the Company is not able to comply with the debt covenants. However, no assurance can be given as to outcome or timing of the divestiture and the intent and ability of the buyer to consummate the transaction was deemed to be outside of the Company's control in accordance with FASB ASC 205-40. Therefore, the divestiture was not factored into the Company's analysis regarding its ability to continue as a going concern. If the Company is not able to comply with its debt covenants or do not have sufficient Liquidity to conduct its business operations in future periods, the Company may be required, but unable, to refinance all or part of its existing debt, seek covenant relief from its lenders, sell assets, incur additional indebtedness, or issue equity on terms acceptable to the Company, if at all, and may be required to surrender assets pursuant to the security provisions of the EXCO Resources Credit Agreement. Therefore, the Company's ability to continue its planned principal business operations would be dependent on the actions of its lenders or obtaining additional debt and/or equity financing to repay outstanding indebtedness under the EXCO Resources Credit Agreement. These factors raise substantial doubt about our ability to continue as a going concern. A full-text copy of the regulatory filing is available at: http://bit.ly/2qyBrf1 EXCO Resources, Inc., is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. FAUSER ENERGY: Hires Simmons Perrine as General Counsel ------------------------------------------------------- Fauser Oil Co., Inc., Ron's L.P. Gas Service, LLC, Fauser Transport, Inc., and Fauser Energy Resources, Inc. seek authorization from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Simmons Perrine Moyer Bergman PLC as general legal counsel. In rendering its professional services, Simmons Perrine may, as necessary, represent the Debtors as general corporate counsel and in litigation filed against Debtors’ non-debtor affiliates. Simmons Perrine will be paid at these hourly rates: Attorneys Larry Gutz and Abram Carls $225 Other Attorneys $150-$400 Non-Attorney Paraprofessionals $80-$150 Simmons Perrine will also be reimbursed for reasonable out-of-pocket expenses incurred. Larry Gutz, member of Simmons Perrine, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Simmons Perrine can be reached at: Larry Gutz, Esq. SIMMONS PERRINE MOYER BERGMAN PLC 155 3rd Street SE, Suite 1200 Cedar Rapids, IA 52401-1266 Tel: (319) 366-7641 About Fauser Energy Resources Elgin, Iowa-based Fauser Energy Resources, Inc. -- http://www.fauserenergy.com/-- supplies and delivers propane and fuel products to residential and commercial customers throughout the Midwest. Fauser Energy Resources and its affiliates Fauser Oil Co., Inc., Fauser Transport, Inc., and Ron's L.P. Gas Service, LLC, filed Chapter 11 petitions (Bankr. N.D. Iowa Case Nos. 17-00463, 17-00466, 17-00464 and 17-00467, respectively) on April 24, 2017. On the Petition Date, the Debtors filed a motion for joint administration of their chapter 11 cases. Sweet DeMarb LLC is serving as counsel to the Debtors, with the engagement led by James D. Sweet, Esq. and Rebecca R. DeMarb, Esq. Yara El-Farhan Halloush, Esq. of Halloush Law Office, P.C., is the Debtors' local co-counsel. FB COVENTRY: Hires Irving Shechtman & Company as Appraisers ----------------------------------------------------------- FB Coventry, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Rhode Island to employ Irving Shechtman & Company, Inc., as appraisers. The Debtor requires Irving Shechtman & Company, Inc. ("ISC") as appraiser in order to perform a furniture, fixture and equipment appraisal. The Debtor has agreed to compensate Irving Shechtman for its services and reimburse the firm for its disbursements and expenses in the amount of $500. Dean M. Ponte, property appraiser with Irving Shechtman & Company, 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 Debtor and its estates. ISC can be reached at: Dean M. Ponte Irving Shechtman & Company, Inc. 141 Power Road Pawtucket, RI 02860 Phone: (401) 728-9100 About FB Coventry, LLC FB Coventry, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.R.I. Case No. 17-10650) on April 24, 2017. Peter M. Iascone, Esq., at Peter Iascone & Associates serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. FB MALL: Hires Irving Shechtman & Company as Appraisers ------------------------------------------------------- FB Mall, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Rhode Island to employ Irving Shechtman & Company, Inc., as appraisers. The Debtor requires Irving Shechtman & Company, Inc. ("ISC") as appraiser in order to perform a furniture, fixture and equipment appraisal. The Debtor has agreed to compensate Irving Shechtman for its services and reimburse the firm for its disbursements and expenses in the amount of $500. Dean M. Ponte, property appraiser with Irving Shechtman & Company, 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 Debtor and its estates. ISC can be reached at: Dean M. Ponte Irving Shechtman & Company, Inc. 141 Power Road Pawtucket, RI 02860 Phone: (401) 728-9100 About FB Mall Headquartered at Warwick, Rhode Island, FB Mall, LLC, filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-10601) on April 14, 2017. Peter M. Iascone, Esq. at Peter Iascone & Associates represents the Debtor. FLYGLO LLC: Hires Patrick Gros as Accountants --------------------------------------------- FlyGlo, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Patrick J. Gros, CPA, A Professional Accounting Corporation as accountants, nunc pro tunc to May 1, 2017. The Debtor requires the accounting firm to: (a) prepare required budgets and pro-forma statements, including cash flow estimates, as requested by the Debtor, court or legal counsel; (b) prepare financial statements monthly to include in the Monthly Operating Reports submitted to the Office of the U.S. Trustee; (c) prepare the Monthly Operating Reports and all sub-schedules and attachments to submit to the OUST; (d) prepare all requested long term pro-forma cash flow statements as requested to prove financial feasibility of the bankruptcy confirmation plan; and (e) provide expert testimony on any accounting areas related to the case if requested by legal counsel, including but not limited to, feasibility of the confirmation plan. The accounting firm will be paid at these hourly rates: Partner $195 Manager $140 Senior Accountant $105 Staff Accountant $85 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm has not received a retainer. However, pursuant to the Application, the firm seeks payment of a $4,000 retainer and monthly payments to be held in Trust pending the approved fee application by Order of the Court. Patrick J. Gros, owner and president of the accounting firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firm can be reached at: Patrick J. Gros PATRICK J. GROS, CPA, A PROFESSIONAL ACCOUNTING CORP. 651 River Highland Blvd. Covington, LA 70433 Tel: (985) 898-3512 Fax: (985) 871-9600 About FlyGLO LLC FlyGLO, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 17-11015) on April 23, 2017. The petition was signed by Calvin C. "Trey" Fayard, III, chief executive officer. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Elizabeth W. Magner presides over the case. Heller, Draper, Patrick, Horn & Dabney, LLC represents the Debtor as counsel. No trustee or official committee has been appointed. FTE NETWORKS: Incurs $3.99 Million Net Loss in First Quarter ------------------------------------------------------------ FTE Networks, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $3.99 million on $5.08 million of revenues, net of discounts, for the three months ended March 31, 2017, compared to a net loss attributable to common shareholders of $1.11 million on $2.09 million of revenues, net of discounts, for the same period during the prior year. As of March 31, 2017, FTE Networks had $17.93 million in total assets, $27.99 million in total liabilities, $437,380 in total temporary equity, and a total stockholders' deficiency of $10.49 million. As of March 31, 2017, the Company has an accumulated deficit of $23 million. In addition, the Company has negative working capital of $2 million as of March 31, 2017. On April 20, 2017, in conjunction with the acquisition of Benchmark, Lateral amended its existing credit facility to provide for approximately $10.1 million towards the cash purchase price, and extended the maturity date of the existing credit facility to March 31, 2019. Additionally, the Company, in conjunction with the Benchmark acquisition, took on approximately $50 million dollars of debt, $12,500,000 which matures on April 20, 2019, $30,000,000 which matures on April 20, 2020, and $7,500,000 which matures on Oct. 20, 2018. With Benchmark's 2016 annual revenues of $386 million and a backlog as of March 31, 2017, of $216 million, combined with the Company’s backlog as of March 31, 2017, of $32.5 million, the Company believes that it has the ability to support this additional debt and fund all current operations, thereby mitigating this uncertainty. However, if needed, there is no assurance that additional financing will be available or that management will be able to obtain and close financing on terms acceptable to the Company, enter into an acceptable installment plan with the IRS, which is scheduled to be presented in the third quarter of 2017, or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds or generate positive operating cash flow, it will have to develop and implement a plan to further extend payables and reduce overhead until sufficient additional capital is raised to support further operations. The Company said there can be no assurance that such a plan will be successful. A full-text copy of the Form 10-Q is available for free at: https://is.gd/3yT7qf About FTE Networks FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FTE Networks reported a net loss of $6.23 million for the year ended Dec. 31, 2016. The Company also reported a net loss of $3.55 million for the year ended Sept. 30, 2015. As of Dec. 31, 2016, FTE Networks had $14.73 million in total assets, $24.59 million in total liabilities, $437,380 in total temporary equity and a $10.30 million total stockholders' deficiency. GATOR EQUIPMENT: May Use Cash Through Plan Effective Date --------------------------------------------------------- The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana has entered an agreed final order extending Gator Equipment Rentals of Iberia, LLC, et al.'s use of cash collateral through the effective date of the Debtor's plan of reorganization. Any and all other provisions of the interim court order, to the extent not expressly modified, will continue in full force and effect. An interim court order authorizing the use of cash collateral and providing adequate protection was entered by the Court on Dec. 20, 2016, and extended by the parties through May 18, 2017. With the consent of Regions Bank and Gator Equipment Rentals, L.L.C., the interim court order, as may have been modified, be and is made final. About Gator Equipment Rentals Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment Rentals, LLC, are engaged in the equipment rental business. Most of the equipment rented is used in the construction and oil and gas industries. The Debtors filed Chapter 11 petitions (Bankr. W.D. La. Lead Case Nos. 16-51667) on Dec. 5, 2016. Judge Robert Summerhays oversees the Debtors' cases. The Debtors are represented by Paul Douglas Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond, Esq., at Stewart Robbins & Brown LLC. They also have employed BlackBriar Advisors, LLC to provide a chief restructuring officer; and Gordon Brothers Asset Advisors, LLC, as equipment appraisers. Gator Equipment Rentals of Iberia and Gator Equipment Rentals of Fourchon each listed under $50,000 in assets and between $1 million and $10 million in liabilities. Gator Crane Service, and Gator Equipment Rentals listed between $1 million and $10 million in both assets and liabilities. GENON ENERGY: To File Ch. 11 With Plan Backed by NRG, Noteholders ----------------------------------------------------------------- NRG Energy Inc., the biggest U.S. independent power producer, said in a regulatory filing that it is proposing to restructure the debt of its generation unit GenOn Energy Inc. and to provide $243 million in cash as part of a prearranged bankruptcy. During the week of May 15, 2017, NRG, GenOn and an ad hoc committee of certain holders of GenOn's outstanding senior unsecured notes (the "GenOn Notes"), and certain holders of GenOn Americas Generation, LLC's ("GAG") outstanding senior unsecured notes, and each of their respective advisors, participated in meetings in pursuit of a settlement of potential causes of action and a restructuring of GenOn's and GAG's indebtedness. On May 19, 2017, GenOn, NRG and the Ad Hoc Committee came to an agreement in principle with respect to the terms of a consensual restructuring regarding GenOn's and GAG's indebtedness and settlement of claims, subject to corporate and credit committee approvals and definitive documentation. On May 22, 2017, NRG entered into a Consent Agreement with GenOn and the holders of the Notes signatory thereto, whereby GenOn, NRG and the Consenting Holders have agreed to use commercially reasonable efforts and work in good faith to support and negotiate definitive documentation for the reorganization of GenOn's capital structure in accordance with the terms of the Agreed Term Sheet, subject to GenOn's right to terminate the Consent Agreement and its obligations thereunder, solely as to GenOn, at any time. In exchange for such support, the Consenting Holders will receive a pro rata share of the early consent/participation fee set forth in the Agreed Term Sheet. A copy of the Consent Agreement is available for free at: https://is.gd/F0Fwd1 90% Now Parties to Consent Agreement As of May 22, 2017, 39 institutions holding, in the aggregate, approximately 60.6% of aggregate principal amount of GenOn Notes and greater than two-thirds of the aggregate principal amount of GAG Notes signed the Consent Agreement to support the Agreed Term Sheet. On May 19, 2017, a group of six members of an ad Hoc group of holders of GenOn's outstanding senior unsecured notes, purporting to hold approximately 27% of the GenOn Notes, informed GenOn, NRG and the Ad Hoc Committee that it opposes the Agreed Term Sheet and on May 21, the Dissenting Committee provided a counterproposal to the Agreed Term Sheet. A copy of the counterproposal is available at https://is.gd/WkX5Ew Pursuant to the Consent Agreement, NRG, GenOn and the Consenting Holders have agreed to use commercially reasonable efforts and work in good faith to support and negotiate definitive documentation consistent with an agreement in principle regarding the terms of a consensual restructuring of GenOn's and GAG's indebtedness and a settlement of claims against NRG and certain other parties (the "Agreed Term Sheet"), subject to corporate and credit committee approvals and certain termination rights. According to a May 26 regulatory filing, as a result of additional holders of GenOn Notes and GAG Notes executing signature pages to the Consent Agreement and the acquisition of additional GenOn Notes and GAG Notes by original signatories, holders representing greater than 90% in aggregate principal amount of the GenOn Notes and greater than 90% in aggregate principal amount of the GAG Notes are now parties to the Consent Agreement in support of the Agreed Term Sheet. The proposed terms of the consensual restructuring that has been agreed upon in principle between GenOn, NRG, and the Ad Hoc Committee are set forth in the Agreed Term Sheet (the "Proposed Restructuring"), which includes a settlement and release of all outstanding claims against NRG and certain related parties, on the one hand, and GenOn and its stakeholders, on the other hand. The Proposed Restructuring and settlement would be implemented through voluntary cases filed by GenOn, GAG and certain of their respective subsidiaries under Chapter 11 of the United States Bankruptcy Code. The parties continue negotiating, documenting and finalizing a Restructuring Support Agreement (the "RSA"). Consistent with the Consent Agreement, the parties have agreed to extend the term of the Consent Agreement to 11:59 p.m. Eastern Time, on May 31, 2017 (the "Termination Time"), to facilitate such negotiations. The Consent Agreement will terminate according to its terms on the earlier of the Termination Time (unless further extended) or the execution and delivery of the RSA; provided that GenOn has the right to terminate the Consent Agreement, solely as to GenOn, at any time upon delivery of written notice to the other parties, provided that such termination will not affect a termination of the Consent Agreement as between the Consenting Holders and NRG. Consideration From NRG As a condition precedent to the Proposed Restructuring, NRG will only agree to provide cash and non-cash consideration if the Agreed Term Sheet and Proposed Restructuring is supported by greater than 50% of aggregate principal amount of GenOn Notes and greater than 50% of aggregate principal amount of GAG Notes. NRG has agreed to provide cash settlement consideration of $243 million. If the Agreed Term Sheet and Proposed Restructuring is supported by holders of greater than two-thirds of aggregate principal amount of GenOn Notes and two-thirds of aggregate principal amount of GAG Notes prior to the commencement of the chapter 11 cases, NRG will contribute an additional $18.3 million in cash to the overall settlement. Further, under the Proposed Restructuring, NRG will allow for and facilitate a transition of shared services but will continue to provide such services during the transition period as follows: (i) NRG will provide GenOn with transition services at a rate of $84 million on an annualized basis during the pendency of chapter 11 cases; (ii) NRG will provide shared services at no charge for two months post-emergence; and (iii) NRG will provide GenOn with an option for up to two, one-month extensions for transition services at an annualized rate of $84 million post-emergence. In addition, consistent with the agreement reached between GenOn and NRG in connection with the recent new secured notes offering, GenOn will retain a $27 million credit against amounts owed to NRG for the post-petition period under the current shared services agreement. As it relates to certain projects on GenOn and GAG properties, NRG and GenOn will cooperate in good faith to maximize the value of such assets and to ensure that adjacent projects will not be materially adversely impacted by the economic implications of any such projects. Terms of Proposed Restructuring Terms of the Proposed Restructuring are: * NRG SETTLEMENT TERMS Subject to certain conditions, in exchange for full releases from GenOn, GAG and the Ad Hoc Committee, NRG will provide settlement consideration of $243 million in cash, continued and amended shared services, retention of certain historic pension liabilities under the existing NRG pension plans (including approximately $13.1 million of 2017 pension contributions due on account of GenOn employees, which will be applied to the $120 million underfunding amount), and other consideration in varying forms. In addition, NRG will consent to the cancellation of its equity interests in GenOn and will be entitled to the related worthless stock deduction for federal income tax purposes. * NRG FACILITY Any drawn amounts and existing letters of credit are expected to remain outstanding for duration of any bankruptcy proceedings and replaced by an exit facility on the effective date of a plan, and any outstanding borrowings are to be repaid in full at emergence. * GENON NOTEHOLDERS (a) To receive 100% of the equity of reorganized GenOn, together with the other consideration contemplated by the Proposed Restructuring. (b) Early Consent / Participation Fee is $75.0 million to be earned by participating holders of GenOn Notes, plus accrued and unpaid interest upon signing up to the Agreed Term Sheet no later than May 22, 2017 at 2:30 p.m. Eastern Time (which deadline may be extended or waived at GenOn's sole discretion) and to be paid on the effective date of a plan (this amount is contemplated by the NRG settlement). (c) Holders of GenOn Notes will grant full releases to GenOn and NRG. * GAG NOTEHOLDERS (a) To receive cash in the amount of $920 per $1,000 principal amount of such GAG Notes, plus accrued and unpaid interest through the date of the initial bankruptcy petition filing. Claim size will increase beginning six months after the filing date at a 6% annual ticking fee. (b) Early Consent / Participation Fee is $14.1 million to be earned by holders of GAG Notes who participate in the settlement, plus accrued and unpaid interest upon signing up to the Agreed Term Sheet no later than May 22, 2017 at 2:30 p.m. Eastern Time (which deadline may be extended or waived at GenOn's sole discretion) and to be paid on the effective date of a plan (this amount is contemplated by the NRG settlement). (c) Holders of GAG Notes will grant full releases to GenOn and NRG. If the Proposed Restructuring is implemented, it will result in the elimination of approximately $1.830 billion of GenOn's and $695 million of GAG's outstanding indebtedness. As used in the Confidential Materials, Projected Total Adjusted EBITDA reflects the applicable entities' allocation of existing shared services at a charge of $192.6 million, as allocated based on historical practices. The Proposed Restructuring is subject to the negotiation and execution of certain definitive documentation, including a Restructuring Support Agreement (the "RSA") to be entered into with certain stakeholders, including NRG and the holders of the Notes represented by the Ad Hoc Committee. GenOn expects the RSA to be executed in the near term, but there is no assurance this will occur. The Proposed Restructuring also contemplates a proposed issuance of $700 million in new notes to be backstopped by the steering committee members of the Ad Hoc Committee in exchange for a 5% fee. All holders of GenOn Notes that execute the RSA and steering committee members of the Ad Hoc Committee who are also holders of GAG Notes are eligible to participate in the financing on a pro rata basis. It is currently contemplated that in connection with, and contingent upon, additional definitive documentation of the agreement in principle reflected in the Agreed Term Sheet, the funds currently held in escrow pursuant to the recent offering of 10.500% senior secured first lien notes due 2022 will be returned to bondholders, plus interest accrued to date and the 4% breakage fee. The Proposed Restructuring reflects an agreement in principle between GenOn, NRG, and the Ad Hoc Committee and remains subject to definitive documentation. GenOn and its advisors intend to continue negotiating the terms of the Proposed Restructuring with the Ad Hoc Committee and additional stakeholders. The Proposed Restructuring will ultimately be subject to approval of certain stakeholders, including NRG, the Ad Hoc Committee and the board of GenOn. There can be no assurance that the Proposed Restructuring and settlement will occur on the proposed terms or at all. Parties' Advisors GenOn Energy: Mac McFarland, Chief Executive Officer GenOn Energy, Inc. 804 Carnegie Center Princeton, NJ 08540 E-mail: mac@genon.com GenOn Energy's attorneys: David R. Seligman, P.C., Esq. Steven N. Serajeddini, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, IL 60654 E-mail: david.seligman@kirkland.com steven.serajeddini@kirkland.com NRG Energy: Brian Curci, General Counsel NRG Energy, Inc. 804 Carnegie Center Princeton, NJ 08540-6213 E-mail: brian.curci@nrg.com NRG Energy's attorneys: C. Luckey McDowell, Esq. Ian E. Roberts, Esq. Baker Botts LLP 2001 Ross Avenue Dallas, Texas 75201 E-mail: luckey.mcdowell@bakerbotts.com ian.roberts@bakerbotts.com - and - Emanuel C. Grillo, Esq. Baker Botts LLP 30 Rockefeller Plaza No. 4340 New York, NY 10112 E-mail: emanuel.grillo@bakerbotts.com Attorneys for Ad Hoc Group of Holders: Keith H. Wofford, Esq. Stephen Moeller-Sally, Esq. Marc B. Roitman, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Fax: 212.596.9090 E-mail: keith.wofford@ropesgray.com ssally@ropesgray.com marc.roitman@ropesgray.com About GenOn Energy GenOn Energy, Inc. and its affiliates are wholesale power generation subsidiaries of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is an indirect wholly-owned subsidiary of NRG. GenOn was incorporated as a Delaware corporation on Aug. 9, 2000, under the name Reliant Energy Unregco, Inc. GenOn Americas Generation and GenOn Mid-Atlantic are indirect wholly owned subsidiaries of GenOn. GenOn Americas Generation was formed as a Delaware limited liability company on Nov. 1, 2001, under the name Mirant Americas Generation, LLC. GenOn Mid-Atlantic was formed as a Delaware limited liability company on July 12, 2000, under the name Southern Energy Mid-Atlantic, LLC. GenOn Mid-Atlantic is a wholly-owned subsidiary of NRG North America and an indirect wholly owned subsidiary of GenOn Americas Generation. The GenOn entities are engaged in the ownership and operation of power generation facilities; the trading of energy, capacity and related products; and the transacting in and trading of fuel and transportation services. GenOn Energy reported net income of $81 million on $1.86 billion of total operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $115 million on $2.37 billion of total operating revenues for the year ended Dec. 31, 2015. The Company's independent auditors issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG LLP, in Philadelphia, Pennsylvania, noted that GenOn does not have sufficient liquidity to satisfy its obligations as of Dec. 31, 2016. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GREEN FUEL: Unsecureds to be Paid Quarterly Over 60 Months ---------------------------------------------------------- Unsecured creditors of Green Fuel Technologies will receive quarterly payments for their claims over a 60-month period, according to the company's latest plan to exit Chapter 11 protection. Under the latest plan, the company proposes to pay Class 6 unsecured claims in full with interest at the rate of 3.5% per annum by making quarterly payments on a pro rata basis over a period of 60 months. Starting on the effective date, Green Fuel will begin making interest-only payments to unsecured creditors for 12 months. Beginning in the 13th month of the plan, the company will make principal and interest payments to unsecured creditors for 48 months. Green Fuel estimates that Class 6 unsecured creditors will receive payment of 100% of their claims. Class 6 is impaired. The latest plan classified the priority tax claim recently filed by the State of California in Class 2. The amount of claim is $5,789.6. Green Fuel will pay the allowed Class 2 claim over a 12-month period in equal monthly installments, with interest at the rate of 4% per annum. Payments will start on the effective date of the plan. Class 2 is impaired, according to the company's latest disclosure statement filed on May 18 with the U.S. Bankruptcy Court in Arizona. A copy of the second amended disclosure statement is available for free at https://is.gd/cYgUUE About Green Fuel Technologies Based in Phoenix, Arizona, Green Fuel Technologies was established as an alternative energy company in 1999. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-00594) on Jan. 20, 2017. The petition was signed by John Casey, managing member. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Brenda Moody Whinery. Pernell W. McGuire, Esq., at Davis Miles McGuire Gardner, PLLC, serves as the Debtor's bankruptcy counsel. On April 11, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. GUP'S HILL: Unsecureds to Get Full Payment With 4.0% Over 60 Months ------------------------------------------------------------------- Gup's Hill Plantation, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a fourth amended disclosure statement dated May 17, 2017, referring to the Debtor's plan of reorganization. There are two classes of General Unsecured Claims: a. Class 10 Claims are all unsecured claims other than disputed claims. Class 10 Claims will be paid in full, with interest at 4.0% in equal payments over 60 months, starting on the effective date. For convenience sake, Debtor reserves the right to pay in full at any time any claim under $1,000. There are 7 claims in this class; b. Class 11 Claims are disputed unsecured claims. The only claim in this class will be the disputed Apex II Claim. It will not be possible to pay this Class 11 Claim anything under the Plan. The Debtor's instant Plan of Reorganization proposes to reorganize its otherwise secured debts through the instant plan and to fund the same with the operating earnings of the performing assets of the Debtor and the sale of other assets of Debtor. Payments and distributions under the Plan will be funded by the continued operations of the Debtor of its hotel, its commercial and residential rental properties and its timberland and by the sale of selected assets. After the Effective Date of the order confirming the Plan, the directors, officers, and voting trustees of the Debtor will be: Bettis C. Rainsford, who will retain and acquire ownership of 100% of the Debtor pursuant to his contribution to the Debtor of "new value" in the amount of $100,000 and the continuation of his guarantees of many of the Debtor's liabilities. The responsibilities and compensation of this post-confirmation manager are described in this Disclosure Statement. The Fourth Amended Disclosure Statement is available at: http://bankrupt.com/misc/scb15-04492-403.pdf About Gup's Hill Gup's Hill Plantation, LLC, owns a hotel called the Edgefield Inn, commercial and residential real estate properties, and timberland properties. Gup's Hill Plantation, LLC -- aka Edgefield Inn, LLC and aka Rainsford Holdings, LLC -- filed a Chapter 11 petition (Bankr. D. S.C. Case No. 15-04386) on Aug. 18, 2015. The Hon. David R. Duncan presides over the case. Carl F. Muller, Esq., at Carl F. Muller, Attorney At Law, P.A., serves as the Debtor's counsel. The petition was signed by Bettis C. Rainsford, sole member. HARRINGTON & KING: Cash Collateral Use Extended Until June 2 ------------------------------------------------------------ Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois entered an agreed order granting Harrington & King Perforating Co. and Harrington & King South Inc.'s authority to use cash collateral through June 2, 2017. The Debtors and Inland Bank & Trust have agreed to the continued use of cash collateral, pending a further hearing. The Debtor's motion to use cash collateral is continued to June 1, 2017 at 10:00 a.m. A full-text copy of the Agreed Order, dated May 18, 2017, is available at https://is.gd/89aY8l About The Harrington & King Perforating The Harrington & King Perforating Co., Inc., and Harrington & King South Inc. are in the business of manufacturing perforating metal sheets and rolled coils of varying gauges and types to produce hole patterns of various sizes, shapes, and spacing. Most of the work is done to customer specifications and consists of high value-added jobs, not typical of most metal punching. The products are used in automotive, acoustics, architecture, food and pharmaceutical straining and filtering, interior design, manufacturing, safety flooring, pollution control, transportation and mining cleaning and grading, electronics and other fields. The Harrington & King Perforating Co., Inc., and Harrington & King South Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7, 2016. The petitions were signed by Greg McCallister, chief restructuring officer and chief operating officer. The cases are jointly administered under Case No. 16-15650. The Debtors each estimated assets and liabilities in the range of $1 million to $10 million. The cases are assigned to Judge Deborah L. Thorne. The Debtors engaged William J. Factor, Esq., at The Law Office of William J. Factor, Ltd., as bankruptcy counsel. The Debtors tapped Patricia A. Shlonsky, Esq., and Ulmer & Berne LLP as Special Counsel; Miles P. Cahill, Esq. at Spiegel & Cahill, P.C. as Special Workers' Compensation Counsel; Vito Mitria and the Beacon Management Advisors LLC as Financial Advisor; Larry Goldwasser and Cushman & Wakefield of Illinois, Inc. as real estate broker. The Official Committee of Unsecured Creditors of The Harrington & King Perforating Co., Inc. and Harrington & King South Inc. retains Thomas R. Fawkes, Esq. and Brian J. Jackiw, Esq. of Goldstein & McClintock LLLP as its legal counsel. The Committee tapped John B. Pidcock and Conway MacKenzie, Inc. as its financial advisor. HOMEJOY LLC: Unsecured to Recover 3.23% Under Chapter 11 Exit Plan ------------------------------------------------------------------ Homejoy LLC will set aside $75,000 to pay general unsecured creditors, according to the company's proposed plan to exit Chapter 11 protection. Class 3 general unsecured creditors assert a total of $2,319,870.53 in claims. According to the plan, as part of the company's settlement with creditors, a total of $75,000 will be distributed on a pro rata basis to general unsecured creditors. This will result in an estimated distribution of 3.23% if all timely filed Class 3 claims are allowed in the amounts asserted. If any of the Class 3 claims are disallowed by the court, the estimated distribution will increase. The distribution is expected to be made within the later of 30 days following the effective date of the plan; and 30 days after the final disputed Class 3 claim is resolved by final order. The plan will be funded from unencumbered cash and any recoveries obtained by the company from causes of action. As of March 31, Homejoy was holding unencumbered cash in the amount of $1.233 million, according to the company's disclosure statement filed on May 18 with the U.S. Bankruptcy Court for the Northern District of California. A copy of the disclosure statement is available for free at https://is.gd/7IebwV About Homejoy LLC Homejoy (assignment for the benefit of creditors) LLC is the assignee and special-purpose entity formed by Sherwood Management, LLC for the benefit of creditors of Homejoy, Inc. The assignment went effective on August 5, 2015. Prior to the assignment, Homejoy, Inc. was primarily in the business of providing an on-line database and directory for consumers to find and hire home cleaning and janitorial services. Homejoy LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 15-53931) on December 15, 2015. The petition was signed by Tim J. Cox, responsible individual. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. Judge Elaine E. Hammond presides over the case. Ron Bender, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender Yoo & Brill LLP, represent the Debtor as bankruptcy counsel. The Debtor hired Fineman West & Company, LLP as its accountant. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors. HOOPER TIMBER: Hearing on Disclosure Statement Set for June 8 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee is set to hold a hearing on June 8 to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan of reorganization for Hooper Timber Company, LLC. The hearing will be held at 9:30 a.m., at Courtroom 680, 200 Jefferson Avenue, Memphis, Tennessee. Objections are due by May 30. The plan proposes to pay Class 6 general unsecured creditors 100% of their allowed claims in 120 equal monthly installments starting on the effective date of the plan. About Hooper Timber Hooper Timber Company, LLC, was founded in 2004 by Timmy Hooper, who continues as sole member. The Debtor has two lines of business, harvesting and sale of timber and the manufacture of railroad ties. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 16-29970) on Oct. 28, 2016. The petition was signed by Timothy D. Hooper, member. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Russell W. Savory, Esq., at Beard & Savory, PLLC, serves as the Debtor's legal counsel. On April 26, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. HPIL HOLDINGS: Will Sponsor WTFSKF World Karate Championship ------------------------------------------------------------ HPIL Holding entered into an Addendum to the Brand License Agreement made by and between the World Traditional Shotokan Karate-Do Federation, the Licensor, and HPIL HOLDING, the Licensee, originally signed on Dec. 29, 2014. Pursuant to the Addendum, the Licensee, HPIL HOLDING will sponsor the WTFSKF World Karate Championship as well as The International Karate Gasshuku every year during the term of the original Brand License Agreement. Furthermore, the Licensor, has granted to the Licensee, specifically, the exclusive use of its "Licensed Brand and Trademarks" and its "Licensed Products" and the exclusive "Sponsorship" of the two events and, in general, the exclusive sponsorship of any such similar event, from year to year, during the term of the Brand License Agreement. HPIL intends to advance the development of Licensor's products, programs and projects, and will have the exclusive right to the broadcast of a radio or television or internet broadcast of these events and will share in the profits from such events with the Licensor. Confidential treatment has been requested for certain portions of this Agreement. Omitted portions have been filed separately with the Commission. About HPIL Holding HPIL Holding, formerly Trim Holding Group, was incorporated on Feb. 17, 2004, in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company's activities were involved in developing a business plan to market and distribute fashion products. On June 16, 2009, the majority interest in the Company was purchased in a private agreement by Mr. Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses. On Oct. 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company's management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company's business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved. On May 21, 2012, the Company changed its name to HPIL Holding. MNP LLP, in Mississauga, Ontario, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred continuing losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss and comprehensive loss available to common shareholders of $92,659 following a net loss and comprehensive loss available to common shareholders of $456,589 for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $6.80 million in total assets, $80,875 in total liabilities, all current, $6.72 million in total stockholders' equity. ILLINOIS STAR: Hires Hoffman Slocomb as Special Counsel ------------------------------------------------------- Illinois Star Centre, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Illinois to employ Hoffman Slocomb LLC, as special counsel for the Debtor-in-Possession. Prior to the filing of these proceedings, Paul T. Slocomb and the law firm of Hoffman Slocomb LLC ("HS"), served as counsel for the Debtor in matters relating to disputed bond obligations with the City of Marion, Illinois and related litigation. The Debtor wants the firm to continue to represent the estate in the disputed bond litigation. The Debtor requires HS to assist the Debtor in the negotiation and litigation of its pending bond dispute matters. HS has specific knowledge relating to the Debtor's bond dispute matters. HS will charge the Debtor a flat fee of $10,000.00 plus 20% of any recovery by way of lawsuit or settlement with the City of Marion, Illinois and any other appropriate individuals and entities. On the Petition Date, the Debtor owed HS less than approximately $1,000.00 for pre-petition services rendered ("HS Pre-Petition Claim"). In the 90 days prior to the filing date, HS was paid $20,000.00 by the Debtor in the ordinary course of business. HS has agreed to waive the Pre-Petition Claim. HS will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul T. Slocomb, Esq., partner in the law firm of Hoffman Slocomb LLC, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. He also stated that the representation of HS as special counsel will not be duplicative of the representation of Carmody MacDonald, P.C. as Debtor's counsel. HS' representation will be limited to resolving and litigating questions of law and fact with respect to the ongoing bond dispute matters. HS may be reached at: Paul T. Slocomb, Esq. Hoffman Slocomb LLC 1115 Locust St, Suite 400 St. Louis, MO 63101-1193 Phone: 314-436-7800 Fax: 314-231-0323 About Illinois Star Centre Illinois Star Centre LLC owns the Illinois Star Centre Mall located at 3000 W. Deyoung Street, Marion. The mall, which is valued at $5.5 million, offers more than 50 stores and restaurants and serves the Southern Illinois Community with events that showcase local talent. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. The petition was signed by Empire Tax Corp. by Dennis D. Ballinger, Jr., managing member. At the time of the filing, the Debtor disclosed $5.6 million in assets and zero liability. The case is assigned to Judge Laura K. Grandy. INTREPID POTASH: Inks $40-M Sales Agreement with Cantor Fitzgerald ------------------------------------------------------------------ Intrepid Potash, Inc. entered into a Controlled Equity Offering sales agreement with Cantor Fitzgerald & Co., as the sole agent, which provides for the issuance and sale from time to time by the Company of shares of common stock, par value $0.001 per share, of the Company, having an aggregate gross sales price of up to $40,000,000. The Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-209888), filed with the Securities and Exchange Commission on March 2, 2016, and a prospectus, which consists of a base prospectus, filed with the Commission on March 2, 2016, and a prospectus supplement, dated May 26, 2017. Sales of the Shares, if any, may be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act, including sales made directly on or through the New York Stock Exchange or any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, the repayment of indebtedness under its senior notes or revolving credit facility, acquisitions and funding capital expenditures. The Sales Agreement, dated May 26, 2017, contains customary representations, warranties and agreements by the Company, including obligations of the Company to indemnify the Agent for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission equal to 3.0% of the gross proceeds from sales of the Shares. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering. The Agent and certain of its affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. About Intrepid Potash Intrepid Potash -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash and supplied approximately 9% of the country's annual consumption in 2015. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio(R), which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. After the idling of its West mine in July 2016, Intrepid's production will come from three solar solution potash facilities and one conventional underground Trio(R) mine. Intrepid reported a net loss of $66.63 million on $210.9 million of sales for the year ended Dec. 31, 2016, compared to a net loss of $524.8 million on $287.2 million of sales for the year ended Dec. 31, 2015. As of March 31, 2017, Intrepid had $539.08 million in total assets, $131.04 million in total liabilities and $408.04 million in total stockholders' equity. ITUS CORP: Posts $160,489 Net Income for Second Quarter ------------------------------------------------------- ITUS Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $160,489 on $0 of revenue for the three months ended April 30, 2017, compared to a net loss of $1.27 million on $0 of revenue for the three months ended April 30, 2016. For the six months ended April 30, 2017, ITUS recognizeda net loss of $1.42 million on $0 of revenue compared to a net loss of $2.86 million on $0 of revenue for the same period during the prior year. As of April 30, 2017, ITUS had $7.24 million in total assets, $3.66 million in total liabilities and $3.58 million in total shareholders' equity. "Based on currently available information as of May 25, 2017, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows from operations will be sufficient to fund our activities and debt obligations for the next 12 months," the Company stated in the filing. "However, our projections of future cash needs and cash flows may differ from actual results. To date, we have relied primarily upon cash from the public and private sale of equity and debt securities to generate the working capital needed to finance our operations. If current cash on hand, cash equivalents, short term investments and cash that may be generated from our business operations are insufficient to continue to operate our business and repay our indebtedness, we will be required to obtain more working capital. We may seek to obtain working capital through sales of our equity securities or through bank credit facilities or public or private debt from various financial institutions where possible and as permitted pursuant to our existing indebtedness. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we do identify sources for additional funding, the sale of additional equity securities or convertible debt could result in dilution to our stockholders. Additionally, the sale of equity securities or issuance of debt securities may be subject to certain security holder approvals or may result in the downward adjustment of the exercise or conversion price of our outstanding securities. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all. If we fail to obtain additional working capital as and when needed, it could have a material adverse impact on our business, results of operations and financial condition. Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and development of operations." During the six months ended April 30, 2017, cash used in operating activities was approximately $1,806,000. Net cash used by investing activities was approximately $1,514,000, which reflects the purchase of certificates of deposit totaling $2,250,000, offset by proceeds from the sale or maturity of certificates of deposit totaling $750,000 and the purchase of property and equipment of approximately $14,000. Cash provided by financing activities was approximately $3,709,000, representing net proceeds from the sale of shares of common stock to Company shareholders through a rights offering receiving proceeds of approximately $4,203,000 and the exercise of stock options, offset by the redemption of the Company's Series A Convertible Preferred Stock. As a result, the Company's cash, cash equivalents and short-term investments at April 30, 2017, increased by approximately $1,889,000 to approximately $5,127,000 from approximately $3,238,000 at the end of fiscal year 2016. On May 16, 2017, the Company completed a registered public offering of 3,425,376 shares of common stock, generating net proceeds of approximately $3,214,000. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, including the potential payment of corporate debt. As of May 25, 2017, the Company has cash, cash equivalents and short term investments of approximately $8,104,000. A full-text copy of the Form 10-Q is available for free at: https://is.gd/zeFx98 About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. ITUS Corp reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JEJP LLC: Proposes Plan to Exit Chapter 11 Protection ----------------------------------------------------- JEJP, LLC, has filed with the U.S. Bankruptcy Court for the Southern District of Texas its proposed plan to exit Chapter 11 protection. The plan of reorganization proposes the continuation of the company’s business utilizing the profits to fund the plan over a five to eight-year period. Under the plan, Class 6, which consists of unsecured trade claims of less than $500.01, will be paid in full on the effective date of the plan. There are 15 claims in this class for a total of $3,534.12. Creditors holding Class 7 unsecured trade claims will be paid 50% of their claims in equal quarterly installments over five years. The first payment will be made on the 15th day of the first month of the first quarter following the effective date. The anticipated quarterly installment is in the amount of $8,038.58. Class 7 consists of unsecured trade claims of more than $500. Any member of this class, which agrees to reduce its claim to $500 may elect to be treated in Class 6 of the plan, according to JEJP's disclosure statement filed on May 18. A copy of the disclosure statement is available for free at https://is.gd/fxd8dU About JEJP LLC JEJP, LLC dba Precision Machined Products filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-33646) on July 22, 2016. The petition was signed by Paul Williams, chairman. The Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million at the time of the filing. Judge David R. Jones presides over the case. Julie Mitchell Koenig, Esq., at Cooper & Scully, PC, represents the Debtor as bankruptcy counsel. The Debtor hired EEPB P.C. CPAs and Business Advisors as its accountant. An official committee of unsecured creditors has not yet been appointed. KEMPLON MARINE: Hires Dinnall Fyne & Company as Accountant ---------------------------------------------------------- Kemplon Marine, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Dinnall Fyne & Company, Inc., as accountant, nunc pro tunc to May 16, 2017. The Debtor requires Dinnall Fyne to prepare all the financial statements required to be submitted to the Office of the United States Trustee and compile the financial information necessary to prepare the Debtor's monthly operating reports. Alan Fyne, CPA, partner in the firm Dinnall Fyne & Company, 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 Debtor and its estates. Dinnall Fyne may be reached at: Alan Fyne, CPA Dinnall Fyne & Company, Inc. 1515 N. University Drive, Suite 101 Coral Springs, FL 33071 Phone: (954) 340-5696 About Kemplon Marine Kemplon Marine, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-15732) on May 5, 2017. Mark S. Roher, Esq., at the Law Office of Mark S. Roher, PA serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. KEN'S CUSTOM: Court to Hold Combined Hearing on June 29 ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois is set to hold a hearing on June 29 to consider approval of Ken's Custom Upholstery Inc.'s proposed Chapter 11 plan of reorganization and disclosure statement. The hearing will be held at 10:30 a.m., at Courtroom 613, Bankruptcy Court, 219 S. Dearborn Street, Chicago, Illinois. Creditors have until June 22 to file their objections and cast their votes accepting or rejecting the proposed plan. The plan provides for payment of $31,295.12 to general unsecured creditors. Creditors will receive payments of $1,564.76 per quarter over five years. This amount will be sufficient to pay general unsecured creditors 10% of their claims, according to the plan. About Ken's Custom Upholstery Ken's Custom Upholstery Inc. is an Illinois corporation that operates an upholstery business in Frankfort, Illinois. Its customers include commercial entities such as hotels and restaurants, and consumer customers. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-35268) on Nov. 4, 2016. The petition was signed by its President, Kenneth Kovie. The Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped David P. Lloyd, Esq., at David P. Lloyd Ltd., as counsel, and Eileen Carrero and Eileen Carrero Financial Services LLC as accountant. On May 1, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. KINGDOM REAL ESTATE: Plan Outline Okayed, Plan Hearing on June 19 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas is set to hold a hearing on June 19 to consider approval of the Chapter 11 plan of reorganization for Kingdom Real Estate Holdings & Wealth Management LLC. The hearing will be held at 10:00 a.m., at the Bankruptcy Court, 501 W. 10th Street, Fort Worth, Texas. The court on May 18 approved the company's disclosure statement, allowing it to start soliciting votes from creditors. Creditors are required to file their objections and cast their votes accepting or rejecting the plan no later than five business days prior to the hearing. About Kingdom Real Estate Holdings Kingdom Real Estate Holdings & Wealth Management, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-44990) on Dec. 30, 2016. John Aflatouni, managing member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Russell F. Nelms presides over the case. Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. LARKIN EXCAVATING: Seeks 6-Month Cash Access Pending Sale --------------------------------------------------------- Larkin Excavating, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to use its cash collateral for the payment of its operating expenses for an initial six month period. The Debtor has sought for bankruptcy protection to enable the Debtor to liquidate its assets through a sale. Accordingly, the Debtor requires the use of cash collateral as well as sufficient time to pursue these avenues in order to maintain its business operations and protect its ability to obtain the highest value for its assets, ultimately, for recovery to its secured creditors. Currently, the Debtor has no present alternative borrowing source from which the Debtor could secure additional funding to operate its business, and thus, the Debtor seeks permission to use cash collateral for the payment of the reasonable and necessary operating expenses identified on the Budget in order to continue its business operations. The proposed six month Budget provides total cash disbursements in the aggregate sum of $208,000 for the month of May, $223,000 for the month of June, $202,875 for the month of July, $283,000 for the month of August, $311,000 for the month of September, and $275,500 for the month of October 2017. The Debtor believes that in the event that the Court does not authorize its use of cash collateral, the Debtor will be unable to maintain its current business operations long enough to conduct a sale. As such, the Debtor adds that it will be seriously and irreparably harmed without the use of cash collateral, which will eventually result in significant losses to the Debtor's estate and its creditors. As of the Petition Date, the Debtor owed Central Bank of Midwest a total principal balance of approximately $1,755,332, together with interest and costs, which is secured by a valid first and prior liens and security interests in and to essentially all assets of the Debtor, which includes the real property owned by the Debtor, equipment, vehicles, inventory, accounts receivable and proceeds. The Debtor is also indebted to the Internal Revenue Service, in the approximate amount of $875,239, which is also secured by the prepetition collateral. The Debtor proposes to provide Central Bank and the IRS with replacement liens in and to all property of the bankruptcy estate of the kind presently securing the indebtedness owing to Central Bank and the IRS, and purchased or acquired with Central Bank's and the IRS' cash collateral. A full-text copy of the Debtor's Motion, dated May 19, 2017, is available at https://is.gd/XCjUze About Larkin Excavating Larkin Excavating, Inc. -- http://larkinexcavating.com/-- provides construction services and operates throughout the United States. It owns a shop and office building located at 13575 Gilman Road, Lansing, Kansas, valued at $453,500; a vacant land in Eisenhower Road, Leavenworth, with a value of $300,000; and a track of real property, identified by Larkin as the rock quarry and landfill, in Leavenworth County, valued at $400,000. Larkin Excavating sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-20890) on May 17, 2017. John Larkin, president, signed the petition. At the time of the filing, the Debtor disclosed $3.46 million in assets and $6.38 million in liabilities. Judge Dale L. Somers presides over the case. The Debtor is represented by Joanne B. Stutz, Esq., at Evans & Mullinix, P.A. LIGHTING SCIENCE: Conflicts Minerals Report for 2016 Filed ---------------------------------------------------------- Lighting Science Group Corporation filed with the Securities and Exchange Commission a conflict minerals report for the calendar year ended Dec. 31, 2016, and is publicly available at https://www.lsgc.com/pages/corporate-governance. This Conflict Minerals Report has been prepared by management of Lighting Science for the reporting period from Jan.1, 2016, to Dec. 31, 2016, pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended. The Rule was adopted by the Securities and Exchange Commission to implement reporting and disclosure requirements related to specified conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule imposes certain reporting obligations on SEC registrants who manufacture or contract to manufacture products containing Conflict Minerals which are necessary to the functionality or production of their products. "Conflict Minerals" are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tantalum, tin, tungsten, and gold ("3TG") for the purposes of this assessment. Such registrants must conduct in good faith a reasonable country of origin inquiry to determine whether any of the Conflict Minerals which are necessary to the functionality or production of their products originated in the Democratic Republic of the Congo or an adjoining country, or are from recycled and scrap sources. If a registrant has reason to believe that any of the Conflict Minerals necessary to the functionality or production of its products may have originated in the Covered Countries, or if it is unable to determine the country of origin of those Conflict Minerals, then the registrant must exercise due diligence on the Conflict Minerals' source and chain of custody, and annually submit a Conflict Minerals Report to the SEC that includes a description of those due diligence measures. LSGC was incorporated in Delaware in 1988. The Company designs, develops and markets advanced, environmentally sustainable and differentiated illumination solutions that use light emitting diodes as their exclusive light source. The Company's product portfolio includes LED-based retrofit lamps (replacement bulbs) used in existing light fixtures as well as purpose-built LED-based luminaires (light fixtures). The Company's lamps and luminaires are used for many common indoor and outdoor residential, commercial, industrial and public infrastructure lighting applications. The Company has also developed LED lighting technology that emits light at frequencies calibrated along the visible spectrum to achieve specific biological effects. The production or functionality of certain of its products requires packaged LEDs and printed circuit boards, metal–oxide– semiconductor field-effect transistors, magnetics and standard electrical components such as capacitors, resistors and diodes used in its power supplies that contain Conflict Minerals. Consequently, the Company is subject to the disclosure and reporting requirements of the Rule. "We outsource substantially all of the manufacture and assembly of our products to a number of contract manufacturers in Asia. These contract manufacturers purchase the components for our products based on specifications that we provide them and provide the necessary facilities and labor to manufacture our products. Certain of our products use a custom LED package and may be sourced from a limited number of suppliers. Due to the complex design and specifications of our products, as well as our evolving supply chain, it is difficult to identify all sources upstream from our direct suppliers and manufacturers." "In accordance with the Rule and the instructions to Form SD, we conducted a reasonable country of origin inquiry to determine the origin of the Conflict Minerals which are necessary to the functionality or production of our products. Specifically, we performed the following procedures: * Identified raw material components in our products that may contain one or more of the Conflict Minerals; * Identified finished goods that may contain one or more of the Conflict Minerals for which we contracted to manufacture the finished goods; * Identified the suppliers that provided the raw material components and finished goods for products that were manufactured during 2016 that may contain one or more of the Conflict Minerals; * Contacted the identified suppliers and provided them with a summary of the requirements of the Dodd-Frank Act and requested information (using a survey) from such suppliers regarding the use and origin of the Conflict Minerals; * Reviewed all responses received from suppliers based on our Conflict Minerals compliance process; and * Compared smelters and refiners identified by the supply chain survey against the list of facilities that have received a "conflict-free" designation from the Conflict Free Smelter Program ("CFSP"). "In response to our survey, our suppliers provided smelter names for the facilities they used to process Conflict Minerals, as well as the specific Conflict Mineral(s) used in their products. "As a result of our due diligence efforts, we received a greater number of responses to our survey for the 2016 reporting period than in previous reporting periods. "In connection with our ongoing commitment to mitigate the risk that our products may contain Conflict Minerals that benefit armed groups within the Covered Countries, we expect to take the following steps: * Continue to develop and implement risk management plans in order to improve our survey response rates and data quality year over year; * Seek more complete and accurate information regarding smelters and refiners of Conflict Minerals in our supply chain through ongoing outreach with our suppliers; * Engage with reported smelters and refiners to gather country of origin information and encourage their participation in CFSP or comparable programs; * Use previously gathered due diligence information to track direct supplier performance; and * Seek to include provisions relating to 3TG sourcing into our supplier contracts. A full-text copy of the regulatory filing is available at: https://is.gd/644dYL About Lighting Science Lighting Science Group Corporation is a provider of light emitting diode (LED) lighting technology. The Company designs, develops, manufactures and markets illumination solutions that use LEDs as exclusive light source. The Company's product portfolio includes offerings, such as replacement lamps, luminaires and biological lighting. LED-based retrofit lamps (replacement bulbs) are used in existing light fixtures, as well as LED-based luminaires (light fixtures). Lighting Science reported a net loss of $20.21 million for the year ended Dec. 31, 2016, compared to a net loss of $27.08 million for the year ended Dec. 31, 2015. "In connection with the preparation of the financial statements for the year ended December 31, 2016, management concluded that due to certain factors... such as our historical cash flows and operating results, our existing and future debt obligations, the redemption rights of certain preferred stockholders and our obligations to make capital contributions to GVL upon closing of the pending Joint Venture transaction, substantial doubt exists regarding our ability to continue as a going concern. Nonetheless, management believes that certain events that have occurred since December 31, 2016 and certain actions expected to be implemented in 2017 will alleviate such substantial doubt. Specifically, management has concluded that it is probable that the following events will alleviate the substantial doubt raised by the Liquidity Challenges and, as a result, that we will be able to satisfy our estimated liquidity needs for 12 months from the issuance of the financial statements included in this Form 10-K: * We issued Series J Securities in January and February 2017 for $10.0 million in aggregate gross proceeds; * Proceeds from the recent issuances of Series J Securities were used to repay a portion of the outstanding borrowings under the Ares ABL, bringing the outstanding balance to $2.2 million as of March 31, 2017; * Headcount reductions in February 2017 are expected to result in significant cost savings; * We anticipate that gross margins and cash flows will improve following the closing of the Joint Venture; * Following a series of transactions among certain holders of Preferred Stock, Pegasus solely possesses the optional redemption rights described above under the heading "Equity financing and related matters" and Pegasus has indicted that, subject to certain conditions, it will not exercise such rights through November 14, 2019; and * ... Pegasus has committed to provide financial support to us to fund our operations and debt service requirements of up to $13.2 million as they come due at least until April 12, 2018," the Company stated in its annual report for the year ended Dec. 31, 2016. LILY ROBOTICS: July 10 Customer Claim Form Filing Deadline Set -------------------------------------------------------------- In re: Lily Robotics, Inc. Chapter 11 Case No. 17-10486 (KJC) Customer Claim Notice Lily Robotics, Inc. filed for bankruptcy on February 27, 2017 in the United States Bankruptcy Court for the District of Delaware. Lily Robotics proposes a process by which holders of Customer Claims may, upon submission of an allowable Customer Claim Form, receive a distribution from the Lily Robotics bankruptcy estate. Distributions will only be made following approval by the Bankruptcy Court. Submitting a Customer Claim Form IF YOU ASSERT A CUSTOMER CLAIM, YOU MUST SUBMIT A CUSTOMER CLAIM FORM TO OBTAIN PAYMENT FOR YOUR UNREFUNDED DEPOSIT. THE DEBTOR STRONGLY ENCOURAGES EACH CUSTOMER TO COMPLETE THE CUSTOMER CLAIM FORM, REGARDLESS OF WHETHER THE CUSTOMER PREVIOUSLY SUBMITTED A PROOF OF CLAIM. THE CUSTOMER CLAIM FORM WILL SUPERSEDE ANY PROOF OF CLAIM PREVIOUSLY FILED. YOU MAY SUBMIT A CUSTOMER CLAIM FORM ELECTRONICALLY AT THE FOLLOWING WEB ADDRESS: https://cases.primeclerk.com/lilyrobotics/EPOC-Index Deadline to Submit Claim Form and Methods of Submitting the Form On or before July 10, 2017 at 4:00 P.M. (Eastern Time), you must either: * (preferred method) Complete the Customer Claim Form electronically on the following webpage: https://cases.primeclerk.com/lilyrobotics/EPOC-Index -or- * Deliver an original copy of your Customer Claim Form so that is received before the above-referenced deadline at the following address: * Lily Robotics, Inc. Claims Processing Center c/o Prime Clerk LLC 830 3rd Avenue, 3rd Floor New York, NY 10022 -or- * Only with respect to Customers residing in China at the time they timely file their Customer Claim Form, such Customers may submit their Customer Claim Form by email to LilyChinaClaims@primeclerk.com Any claimant who fails to submit a Customer Claim Form such that it is actually received by Prime Clerk by JULY 10, 2017 at 4:00 P.M. (Eastern Time) will be barred from asserting a priority claim against the Debtor under section 507(a)(7) of the Bankruptcy Code, unless a sufficient proof of claim was previously filed. Again, the Debtor encourages all Customers to complete this Customer Claim Form. Important Legal Requirements for Submitting a Customer Claim Form WHEN SIGNING THE CLAIM FORM, YOU WILL BE REQUIRED TO AFFIRM, UNDER PENALTY OF PERJURY THAT THE OUTSTANDING BALANCE OF THE DEPOSIT DOES NOT EXCEED $2,850.00; THAT AN INDIVIDUAL PURCHASED ONE OR MORE LILY CAMERA; THAT THE CUSTOMER CLAIM ARISES FROM MONIES PAID, BEFORE FEBRUARY 27, 2017, OF MONEY IN CONNECTION WITH THE PURCHASE OF THE LILY CAMERA FROM LILY ROBOTICS, FOR THE PERSONAL, FAMILY, OR HOUSEHOLD USE OF SUCH INDIVIDUAL, THAT WERE NOT DELIVERED. Further Information Lily Robotics will provide additional information regarding Customer Claims as it becomes available and about the case in general at: https://cases.primeclerk.com/lilyrobotics You can also call 844-597-1421 (toll free) or 917-258-6101 (international). Questions that are not addressed above can be submitted at: https://cases.primeclerk.com/lilyrobotics/Home-SubmitInquiry About Lily Robotics Based in Atherton, California, Lily Robotics, Inc., is the developer of the Lily Camera, a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. Lily Robotics sells its products internationally through its Web site at https://www.lily.camera/ Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in total assets and $37.53 million in total liabilities as of Dec. 31, 2016. The petition was signed by Spencer L. Wells, director. Judge Kevin J. Carey presides over the case. Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz, Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's bankruptcy counsel. Prime Clerk LLC is the Debtor's claims and noticing agent. On March 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its lead counsel, and Richards, Layton & Finger, P.A., as its Delaware and conflicts counsel. No trustee or examiner has been appointed in the case. LOUISIANA MEDICAL: Has Until July 31 to Exclusively File Plan ------------------------------------------------------------- The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana has extended, at the behest of LMCHH PCP, LLC, and Louisiana Medical Center and Heart Hospital, LLC, the Debtors' exclusive period within which to file a Chapter 11 plan and the period during which Debtors have the exclusive right to solicit acceptances for any plan of reorganization. The Debtors are granted an extension of Exclusive Filing Period as follows: (a) with respect to all parties-in-interest other than the Official Committee of Unsecured Creditors, an extension of 60 days from May 30, 2017, through and including July 31, 2017; and (b) with respect to the Creditors' Committee, an extension of 30 days from May 30, 2017, through and including June 29, provided, however, that, at the Court's next regularly scheduled hearing on June 21, or at another hearing to be held on or before June 29, the Debtors may request an additional 30-day extension of the Exclusive Filing Period with respect to the Creditors' Committee, through and including July 31. The Debtors are granted an extension of the Exclusive Solicitation Period through and including Sept. 29, 2017. As reported by the Troubled Company Reporter on May 11, 2017, the Debtors asked the Court to extend their exclusive period to file a Chapter 11 plan through Aug. 29, as well as their exclusive plan solicitation period, claiming that they are currently engaged in discussions with the parties-in-interest concerning resolution of various disputes and claims with a view toward development of a consensual plan. Those discussions included, without limitation, meetings held on April 13 and May 3. In addition to the impending sale and the plan and settlement discussions, the Debtors said they are also continuing to pursue their claims against Dr. Alan M. Weems, seeking the return of approximately $1 million of the Debtors' funds erroneously received and kept by Dr. Weems, and successfully defended against Dr. Weems' effort to obtain an injunction expanding the automatic stay for his shell affiliate. The Debtors also successfully opposed a substantial portion of the claim asserted by Steris Corporation. About Louisiana Medical LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC, currently operate a state-of-the-art 213,000 square facility and two medical office buildings. Originally licensed for 58 beds in 2003, as a result of its physical and strategic expansion in 2007, the Hospital is now a full-service 132-bed acute care hospital with seven operating rooms, three catheterization laboratories, and a 24-hour heart attack intervention center dedicated to providing advanced medical treatment and compassionate care to patients and families throughout the North Shore area. LMCHH PCP and LHH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30, 2017. The cases have been assigned to the Hon. Judge Laurie Selber Silverstein. LMCHH estimated assets in the range of $1 million to $10 million and liabilities of up to $500 million. LHH estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as local counsel, Alston & Bird LLP as legal counsel, and The Garden City Group, Inc., as claims and noticing agent. An official committee of unsecured creditors of LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital LLC tapped Heller, Draper, Patrick, Horn & Dabney, LLC as counsel and CohnReznick LLP as financial advisor. LUKE'S LOCKER: Exclusive Plan Filing Period Extended to Aug. 22 --------------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas has extended, at the behest of Luke's Locker, Inc., 2L Austin, LLC, and The Quality Lifestyle I, Ltd., the exclusive deadline to file a Chapter 11 plan until and including Aug. 22, 2017, as well as the exclusive deadline to confirm a Chapter 11 plan until and including Oct. 23, 2017. As reported by the Troubled Company Reporter on May 2, 2017, the Debtors sought the extension, saying that after the bankruptcy filing, they have permanently closed their Austin, Highland Village, Houston, Katy, and Woodlands stores and ultimately rejected the store leases associated with those closed locations. The Debtors also closed their corporate office and rejected their central distribution warehouse lease. The Debtors said they currently intend to continue operating only their Dallas, Fort Worth, Southlake, and Plano stores. The Debtors said that the extension would give their stores and sales time to recover from the negative publicity of the pre-petition closings and the bankruptcy filing and give them the ability to structure a plan that is in the best interest of the creditors, the estates, and the Debtors. The Debtors also said that the additional time would allow them to better project the future profitability of their remaining stores, which would aid in framing a Chapter 11 plan. About Luke's Locker Incorporated Luke's Locker Incorporated, owner of Luke's Locker fitness and running stores in Texas, and its affiliates sought Chapter 11 protection (Bankr. D. Tex. Lead Case No. 17-40126) on Jan. 24, 2017. The petitions were signed by Matthew Lucas, president and CEO. The cases are assigned to Judge Brenda T. Rhoades. Melissa S. Hayward, Esq., at Franklin Hayward LLP, in Dallas, serves as the Debtors' counsel. Joseph Sullivan serves as chief restructuring officer. The Debtor taps Rosen Systems, Inc. to sell surplus assets by auction. Luke's Locker estimated $1 million to $10 million in assets and liabilities. No trustee or examiner has been appointed in the Debtors' cases. M.B. UNLIMITED: Hires Mitchell C. Compeaux as Accountant -------------------------------------------------------- M.B. Unlimited, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Mitchell C. Compeaux, CPAs as accountant. The Debtor requires Compeaux to: a. provide liquidation analysis; b. testify at the confirmation hearing; c. assist in analysis of claims validity and amount, d. assist the Debtor in determining the monthly amount the Debtor is able to pay the secured creditor(s); e. prepare required monthly reports; and f. other matters required by M.B. Unlimited or its general counsel for administration of the case and confirmation of the plan. Compeaux will be paid at these hourly rates: Principal $150 Accounting Staff $80-125 Mitchell C. Compeaux, CPA, member of the accounting firm of Mitchell C. Compeaux, CPAs, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Compeaux may be reached at: Mitchell C. Compeaux, CPA Mitchell C. Compeaux, CPAs 10674 Highway 1 Lockport, LA 70374 Tel: (985) 693-4435 About M.B. Unlimited, Inc. M.B. Unlimited, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Case No. 17-10903) on April 11, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Richard W. Martinez, Esq., at Richard W. Martinez, APLC. MACK INDUSTRIES: Trustee Taps IDE-IT Solutions as IT Specialist --------------------------------------------------------------- Ronald Peterson, the Chapter 11 trustee, for Mack Industries, Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire IDE-IT Solutions, LLC. IDE-IT Solutions, an integrated development environment and information technology specialist, will assist the trustee with the collection of electronically stored information necessary for his investigation into the Debtor's affairs and assets. The firm will charge an hourly fee of $120 for its services. Daniel Ilia, principal of IDE-IT Solutions, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel Ilia IDE-IT Solutions, LLC 741 Roy Street Dyer, IN 46311 Phone: 847-691-7745 About Mack Industries Headquartered in Tinley Park, Illinois, Mack Industries, Ltd. -- http://www.mackcompanies.com/-- provides real estate management services. Mack owns, develops, constructs, leases, and manages real estate properties. MACK serves customers in the State of Illinois. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-09308) on March 24, 2017, estimating its assets at $1 million to $10 million and liabilities at $10 million to $50 million. Judge Carol A. Doyle presides over the case. Eric G. Zelazny, Esq., at the Law Offices Of Eric G. Zelazny has served as the Debtor's bankruptcy counsel. On May 11, 2017, the court approved the appointment of Ronald R. Peterson as Chapter 11 trustee for the Debtor. Jenner & Block LLP represents the trustee as bankruptcy counsel. MADISON SQUARE TAVERN: Court Approves Disclosure Statement ---------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York approved the disclosure statement explaining Madison Square Tavern, Inc.'s amended plan of reorganization. The Debtor's amended plan of reorganization, dated April 28, 2017, states that the Debtor has filed a liquidating Plan to distribute the proceeds to be realized from a private sale of the Debtor's restaurant known as "Madison Square Tavern" to 150 West 30th Street Restaurant LLC, a New York limited liability company. The sale transaction includes a sale of the Debtor's operating assets under Section 363(b) and (f) of the Bankruptcy Code, together with the assumption and assignment of the Debtor's underlying lease dated July 30, 2013, pursuant to Section 365 of the Bankruptcy Code. The Debtor's estate will receive a total purchase price of $750,000 in connection with the Sale. A global settlement has been reached by all of the active stakeholders in the bankruptcy case concerning a division of the purchase price based upon various discounted pay-offs by all concerned as set forth in a stipulation executed by Greater Hudson Bank, the Landlord, the Architect and Debtor's counsel. The Global Settlement, as deemed modified by the Mechanic Lien Settlement, will be approved as part of the confirmation process. A second settlement has also now been reached with the two most significant remaining disputed mechanic lienors (Phase III Builders Inc. and Culinary Depot Inc.) to resolve their claims as well. In addition to the payment of $750,000 to the Debtor's estate for distributions under the Plan (which includes a cash payment to GHB of $192,500), the New Operator will also execute a promissory note in the amount of $1,000,000 in favor of GHB to be paid over a period of 10 years following the closing of the sale of the Restaurant. There will be no distributions to Ed Dobres on account of his equity interest in the Debtor, although Dobres has personally paid to GHB on account of his personal guaranty over $1,000,000 through a sale of his personal residence and liquidation of life insurance. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10520-101.pdf About Madison Square Tavern Headquartered in New York, New York, Madison Square Tavern, Inc., operates a restaurant at 150 West 30th Street, New York, New York, under a certain lease, dated July 30, 2013, with 150 Pin High LLC, 150 Habern LLC and 15 AB LLC as tenants in common. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10520) on March 4, 2016, listing $2.27 million in total assets and $4.32 million in total liabilities. The petition was signed by Edward Dobres, president. Judge James L. Garrity, Jr., presides over the case. Ted J. Donovan, Esq., and Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serve as the Debtor's bankruptcy counsel. MALIBU LIGHTING: Hires Kurtzman Carson as Administrative Advisor ---------------------------------------------------------------- Malibu Lighting Corporation, et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants, LLC as administrative advisor for the Debtors. The Debtors require KCC to: a. assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as prepare any appropriate reports, as required in furtherance of confirmation of any chapter 11 plan; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results for any chapter 11 plan(s) in these cases; c. generate, provide and assist with claims objections, exhibitrs, claims reconciliation and related matters; d. provide other claims processing, noticing, solicitation, balloting and administrative services but not included in the Retention Application, as may be requested by the Debtors from time to time. The Debtors agrees to pay KCC for its services at the rates and prices set by KCC that are in effect as of the date of this Agreement and in accordance with the KCC Fee Structure. Prior to the Petition Date, the Debtors provided KCC with a prepetition retainer in the amount of $25,000. KCC will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan Gershbein, senior vice president of Corporate Restructuring Service for Kurtzman Carson Consultants, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KCC can be reached at: Evan Gershbein Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 About Malibu Lighting Corporation Malibu Lighting Corp., Outdoor Direct Corp., National Consumer Outdoors Corp., Beam Corp., Smoke 'N Pit Corp., Treasure Sensor Corporation and Stubbs Collections Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12080) on Oct. 8, 2015. The petition was signed by David M. Baker as chief restructuring officer. Judge Kevin Gross is assigned to the case. MLC was a manufacturer and supplier of outdoor and landscape lighting products, such as solar and low voltage lights and home security lights, including the parts and accessories associated with these products. ODC was a manufacturer and supplier of a variety of consumer goods, including (a) outdoor cooking products, such as outdoor gas grills, charcoal grills, smokers and fryers, (b) hand held lighting products, like flashlights and spotlights, (c) landscape lighting products, and (d) parts and accessories associated with the foregoing products. MLC and ODC are winding down operations as a result of the termination of a business relationship with principal customer, Home Depot. NCOC is a manufacturer and supplier of both branded and private label pet bedding and pet accessory products. NCOC manufactures beds, accessories, and deodorizers for dogs as well as beds, scratching posts, and toys for cats. In addition, NCOC markets and sells boat covers manufactured primarily from Chinese suppliers. Malibu estimated assets and liabilities of $10 million to $50 million in its bankruptcy petition. The Debtors have engaged Michael Seidl, Esq., Jeffrey N. Pomerantz, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel, Piper Jaffray Co. as investment banker, and Kurtzman Carson Consultants as claims and noticing agent. On Oct. 20, 2015, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its counsel, Blank Rome LLP as its Delaware co-counsel and BDO USA, LLP, as its financial advisor. In March 2017, the Committee tapped Strasburger & Price LLP as local counsel. No request has been made for the appointment of a trustee or an examiner in these cases. MAR FARMS: Hires Larkin Hoffman Daly & Lindgren as Attorney ----------------------------------------------------------- MAR Farms, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ Larkin Hoffman Daly & Lindgren, Ltd., as attorney for Debtor. The Debtor requires Larkin Hoffman to represent the Debtor in all legal matters arising during the control of the Debtor's assets, determine claims, negotiate with creditors and third parties, prepare and form a plan to be presented to the creditors, and such other services as are necessary for the exercise of any and all rights available to the Debtor. The Debtor will compensate Larkin Hoffman at an hourly rate of $415. The Debtor paid Larkin Hoffman $3,000 to be used for a filing fee, and the rest as a retainer. Thomas J. Flynn, Esq. Larkin Hoffman Daly & Lindgren Ltd., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Larkin Hoffman may be reached at: Thomas J. Flynn, Esq. Larkin Hoffman Daly & Lindgren Ltd. 8300 Norman Center Drive, Suite 1000 Minneapolis, MN 55437 Phone: 952-896-3362 E-mail: tflynn@larkinhoffman.com About MAR Farms, LLC MAR Farms, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Minn. Case No. 17-41371) on May 8, 2017. Thomas J. Flynn, Esq., at Larkin Hoffman Daly & Lindgren Ltd. serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. MAXPOINT INTERACTIVE: Maturing Debt Casts Going Concern Doubt ------------------------------------------------------------- MaxPoint Interactive, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $4.18 million on $1.21 million of total sales for the three months ended March 31, 2017, compared with a net loss of $3.77 million on $363,839 of total sales for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $18.31 million in total assets, $3.36 million in total liabilities, and a stockholders' equity of $14.95 million. The Company's management has evaluated the facts and circumstances, excluding consideration of actions that have not been fully implemented as of the date these condensed consolidated financial statements are issued, and has concluded that the maturity of its short-term debt raises substantial doubt about its ability to continue as a going concern. The Company's line of credit requires it to comply with certain covenants and has a current maturity date of March 31, 2018. If the Company were required to repay this short-term credit facility at maturity, the impact to the Company's ability to meet its obligations as they become due would be materially and adversely affected. A full-text copy of the regulatory filing is available at: http://bit.ly/2sd0ci7 About MaxPoint Interactive MaxPoint Interactive, Inc., is a marketing technology company that generates hyperlocal intelligence to optimize brand and retail performance. The Company provides a platform for brands to connect the digital world with the physical world through hyperlocal execution, measurement and consumer insights. MERRIMACK PHARMACEUTICALS: CFO Al-Wakeel Will Quit on June 9 ------------------------------------------------------------ Yasir B. Al-Wakeel, the chief financial officer, head of corporate development, principal accounting officer and treasurer of Merrimack Pharmaceuticals, Inc., provided notice of his resignation, effective as of June 9, 2017, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $153.5 million on $144.3 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $147.8 million on $89.25 million of total revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Merrimack had $68.63 million in total assets, $345.78 millin in total liabilities and a total stockholders' deficit of $275.73 million. MESA OIL: Has Final Approval to Use Cash Collateral Until Sept. 30 ------------------------------------------------------------------ Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado has entered a stipulated final order allowing Mesa Oil, Inc. d/b/a Mesa Environmental, to use cash collateral from May 19, 2017 until Sept. 30, 2017, subject to 15% variance per line item of the budget. Judge Brown acknowledged that the ability of the Debtor to obtain sufficient working capital and liquidity through the use of cash collateral is vital to the preservation and maintenance of the going concern value and to a successful reorganization of the Debtor. The approved Budget provides total expenses of $310,958 for the month of May, $469,698 for the month of June, $391,344 for the month of July, $378,374 for the month of August, and $378,374 for the month of September 2017. The Debtor's assets, including its cash and accounts, are subject to a statutory lien in the amount of $2,930,000 in favor of the Internal Revenue Service, and a statutory lien in the amount of approximately $170,732 in favor of the Colorado Department of Revenue. Prepetition, the Debtor entered into a Used Motor Oil Buy/Sell Contract and Security Agreement with Vertex Refining LA, LLC, pursuant to which Vertex Refining has a lien in the Debtor's inventory, equipment, other collateral as well as the proceeds therefrom. Vertex Refining is owed approximately $682,976 on the Petition Date. Judge Brown directed the Debtor, beginning on June 15, 2017 and continuing on each month thereafter, to pay: (a) the IRS $55,250, and the CDR $3,381 in accordance with the Budget; and (b) Vertex Refining $5,000 per month, comprising of $2,500 as adequate protection for the Debtor's use of cash collateral, and $2,500 per month as adequate protection for the use of vehicles in which Vertex Refining asserts a secured interest. As additional adequate protection for the Debtor's use of cash collateral: (a) The Debtor will provide the IRS, CDR, and Vertex Refining with replacement liens on all post-petition accounts to the extent that the use of cash collateral results in a decrease in the value of the IRS, CDR, and Vertex Refining's interest in the cash collateral; (b) The Debtor will maintain adequate insurance coverage on all real and personal property assets and adequately insure against any potential loss with coverage amount and types consistent with Debtor's operating lease and lender agreements as well as U.S. Trustee guidelines; (c) The Debtor will provide the IRS, CDR, and Vertex Refining with all periodic reports and information filed with the Bankruptcy Court, including debtor-in-possession reports; (d) The Debtor will provide copies of such additional specific written documents, reports, and financial information as the IRS, CDR, and Vertex Refining may reasonably request; (e) The Debtor will only expend cash collateral pursuant to the Budget subject to reasonable variation of no more than 15% for each expense line item per month; (f) The Debtor will timely file and pay all post-petition taxes, including but not limited to: federal and state payroll, withholding, sales, use, personal property and real property taxes; and (g) The Debtor will retain in good repair all collateral in which such party has an interest. A full-text copy of the Stipulated Final Order, dated May 19, 2017, is available at https://is.gd/klKXEv About Mesa Oil Headquartered in Commerce City, Colorado, Mesa Oil, Inc., doing business as Mesa Environmental -- http://www.mesaoil.com/-- collects and recycles used oil, and supplies burner fuel to the asphalt paving industry. It offers blended fuel oil, BTU value fuel, and specification fuel oil for asphalt hot mix plants. It serves customers in Montana, Wyoming, Utah, Colorado, Arizona, New Mexico, and Texas. Mesa Oil was founded in 1981. It is a fee owner of a land and building located at 20 Lucero Road, Belen, New Mexico 87002, valued at $1.02 million. Mesa Oil previously sought bankruptcy protection (Bankr. D. Colo. Case No. 10-33755) on Sept. 18, 2010. Mesa Oil filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-14004) on May 2, 2017, listing $2.93 million in total assets and $4.74 million in total liabilities. Lawrence Meers, president, signed the petition. Judge Elizabeth E. Brown presides over the case. Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as the Debtor's counsel. METCOM NETWORK: Has Until Aug. 2 to Exclusively File Plan --------------------------------------------------------- The Hon. Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of Metcom Network Services, Inc., the exclusive periods to file a Chapter 11 plan in this case and to solicit acceptances for the plan through and including through and including Aug. 2, 2017, and Oct. 1, 2017, respectively. As reported by the Troubled Company Reporter on April 27, 2017, the Debtor sought the Extensions after the Court granted its second request for a further extension of its exclusive periods by 90 days, through and including April 22, 2017, and June 20, 2017, respectively. The Debtor claimed that during the two prior 90-day extension periods, it has focused its efforts on obtaining a purchaser for its assets and negotiating the terms of the sale of its assets, and after the Asset Purchase Agreement was signed, obtaining the Court's approval of the Sale, on appropriate notice and hearing. About Metcom Network Services Metcom Network Services, Inc., is a New York corporation, with its principal place of business at 60 Hudson Street, New York, New York, Suites 1001 and 2303. Metcom is owned 50% by Mark DuMoulin, Sr. and 50% by Susan Becker DuMoulin. Metcom is in the business of telecommunications, building and local interconnection and engineering support, including the colocation of customer equipment. Metcom sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11870) on June 28, 2016. The petition was signed by Mark DuMoulin, Sr., president. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by Neil H. Ackerman, Esq., at Ackerman Fox, LLP. ACT Financial & Tax Services, LLC, has been tapped as accountant. No trustee, examiner, or committee of creditors has been appointed in this case. MICROVISION INC: Conflict Minerals Report for 2016 Filed -------------------------------------------------------- Microvision, Inc. filed with the Securities and Exchange Commission a specialized disclosure report on Form SD as provided for in Rule 13p-1 promulgated under the Securities Exchange Act of 1934 for the reporting period Jan. 1, 2016, to Dec. 31, 2016. The Company's business is focused on developing its proprietary PicoP scanning technology that can be adopted by its customers to create high-resolution miniature projection and three-dimensional sensing and image capture solutions. The Company's PicoP scanning technology is based on its patented expertise in micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning engine that can display, interact and sense, depending on the needs of the application. For display, the engine can project a high-quality image on any surface (pico projection), a windshield (head-up display or HUD), or a retina (augmented reality or AR). The Company's business strategy is to develop and supply PicoP scanning technology directly or through licensing arrangements to original device manufacturers (ODMs) and original equipment manufacturers (OEMs) in various market segments, including consumer electronics and automotive, for integration into their products. In November 2016, the Company announced a growth strategy for 2017 and beyond that includes selling LBS engines to ODMs and OEMs in addition to its strategy of licensing LBS technology to licensees to offer their own solutions. The Company plans to offer three scanning engines to support a wide array of applications: a small form factor display engine for consumer products, an interactive display engine for smart Internet of Things (IoT) products, and a mid-range light detection and ranging (LiDAR) engine for autonomous vehicles, industrial products and robotics. The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. The "Covered Countries" for purposes of the Rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. "[W]e are primarily focused on developing our technology and, while selling LBS engines to ODMs and OEMs is part of our growth strategy as described above, we generally are not presently in the business of manufacturing or contracting to manufacture any consumer products. However, from time to time we do procure components for packaged MEMS, provide them to third parties that assemble the components for us and sell packaged MEMS to our customers. The Securities Exchange Commission (SEC) has stated that whether a company is considered under the Rule to "contract to manufacture" a product depends on the degree of influence the company exercises over the "...materials, parts, ingredients, or components to be included in any product..." but the SEC has not provided much guidance as to the circumstances that would result in sufficient influence to fall within the scope of the Rule. As a result, it is possible that we may manufacture or contract to manufacture products within the meaning of the Rule. To the extent we do so, we do not purchase any Conflict Minerals for these components directly from mines, smelters or refiners. We sometimes acquire components from suppliers and those components are used in the assembly of MEMS for us by third parties. It is also the case that some components are sourced directly by these parties that are assembling products for us and are incorporated into MEMS packages. We must therefore rely on our suppliers to provide information regarding the composition and origin of such components. "We have conducted a good faith reasonable country of origin inquiry by contacting and making inquiries of our suppliers. These inquiries were designed to determine whether any of the components supplied to us contained Conflict Minerals and, if so, whether such Conflict Minerals originated in the Covered Countries. Each of our suppliers indicated that Conflict Minerals were necessary to the functionality or production of the components it supplies to us but that such Conflict Minerals did not originate from the Covered Countries. As a result, following this inquiry, we do not have reason to believe that the Conflict Minerals that are necessary to the functionality or production of products that we may be considered to manufacture or contract to manufacture may have originated in the Covered Countries. This information is publicly available on the corporate governance page of the investors section of its website, http://www.microvision.com/ About MicroVision Redmond, Washington-based MicroVision, Inc., is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. MicroVision reported a net loss of $16.47 million for the year ended Dec. 31, 2016, compared to a net loss of $14.54 million for the year ended Dec. 31, 2015. As of March 31, 2017, MicroVision had $14.82 million in total assets, $12.67 million in total liabilities and $2.15 million in total stockholders' equity. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. MILK HOUSE: Taps Hires Commercial Realty as Broker -------------------------------------------------- The Milk House, LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Commercial Realty Advisors, LLC as real estate broker to Debtor's several parcels referred to as the Yadkinville Shore Properties. The Debtor will pay Commercial Realty a 6% commission of the gross sales price of the Property. Charlie McCurry, authorized representative of Commercial Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Commercial Realty can be reached at: Charlie McCurry COMMERCIAL REALTY ADVISORS, LLC 751 West Fourth Street, Suite 310 Winston-Salem, NC 27101 Tel: (336) 793-0890 Fax: (336) 722-2583 E-mail: charlie@commercialrealtync.com About The Milk House Headquartered in Yadkinville, North Carolina, The Milk House, LLC is a single asset real estate. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. N.C. Case No. 17-50460) on April 27, 2017, estimating its assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. The petition was signed by Walter Shore, managing member. Contemporaneously, the Debtor's members Wiley Walter Shore and Shelby Jean Matthews Shore also sought bankruptcy petition. Judge Lena M. James presides over the Debtor's case. No official committee of unsecured creditors has been appointed in the case. MONTCO OFFSHORE: Has Final OK to Incur $15-Mil DIP Loans, Use Cash ------------------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Montco Offshore, Inc., and Montco Oilfield Contractors, LLC, to obtain secured postpetition superpriority financing of up to $15,000,000 on a final basis, with any draw under the DIP Facility bearing an interest rate equal to 9% per annum. The Debtors are authorized to obtain secured postpetition superpriority financing pursuant to the terms and conditions of that certain Debtor-In-Possession Credit Agreement by and among the Debtors and JPMorgan Chase, N.A., as Administrative Agent, for and on behalf of itself and the other lenders party thereto from time to time. Judge Isgur further authorized the Debtors to use cash collateral subject to and solely in accordance with the approved Budget for the time period from and including May 22, 2017 through August 20, 2017. The Approved Budget provides total net DIP cash flow of approximately $946,523 for Montco Offshore; and $1,901,568 for Montco Oilfied Contractors. The Debtors require the financing in order to maximize and preserve the value of their businesses, and to satisfy payroll obligations and other necessary working capital and general corporate purposes of the Debtors. The Debtors also require financing to pay fees and expenses related to the DIP Loan Documents, as well as necessary and reasonable fees incurred in connection with their Chapter 11 cases, and for such other purposes set forth in the DIP Loan Documents. JPMorgan Chase and the DIP Lenders are granted valid, enforceable, and fully perfected first priority interest in and liens on all of the property, assets or interests in property or assets of each Debtor, to secure the DIP Loans and all obligations owing and outstanding under the DIP Loan Documents. JPMorgan and the DIP Lenders are also granted an allowed superpriority administrative expense claim, having priority over any and all other claims against the Debtors. Prepetition, debtors Montco Offshore, Inc., and Orgeron Real Estate, LLC, secured financing from JPMorgan Chase Bank, administrative agent for the prepetition lenders, in the form of: (a) a revolver; (b) a term A-1 Loan; (c) a term A-2 Loan; and (d) a term C Loan. As of the Petition Date, the aggregate amount of principal and accrued interest owed under the Prepetition Loan Documents is not less than $124,230,018, which is secured by first priority liens in all collateral pledged by the Debtor Montco Offshore and Orgeron Real Estate, and the Debtor Montco Oilfield Contractors, as guarantor. JPMorgan Chase Bank and the Prepetition Lenders are granted valid, perfected, postpetition security interests and liens in all of the Prepetition Collateral to secure its adequate protection claim. Such replacement liens, however, will be subordinate and will remain subject to the DIP Liens and/or payment of any DIP Loan Obligations, the permitted encumbrances and the carve-out. In addition, JPMorgan Chase Bank and the Prepetition Lenders are granted a superpriority claim to the extent of diminution, which claim will have priority over all administrative expense claims and unsecured claims, other than the DIP Superpriority Claim, against the Debtors or their estates. Furthermore, the Debtors are directed to pay interest under the Prepetition Credit Agreement at the non-default rate applicable on the Petition Date under the Prepetition Credit Agreement. In the event that JPMorgan Chase Bank and the Prepetition Lenders are deemed under-secured, the amounts paid for post-petition interest should be applied to any unpaid and outstanding fees, costs or interest on the filing date, and then to the principal portion of the Prepetition Obligations. A full-text copy of the Final Order, dated May 25, 2017, is available at https://is.gd/o1Gpxh About Montco Offshore Based in Galliano, Louisiana, Montco Offshore, Inc. -- http://www.montco.com/mo-- was founded by the Orgeron family in 1948. Over its 60+ years, the Company has served the offshore energy industries with crew boats, ocean-going tugs, deck barges, supply boats, and liftboats. Currently, Montco specializes in liftboats ranging in size from 235 feet to 335 feet which provide the best quality and safety of service for customers requiring versatile elevated vessels/work-platforms. Montco has total fleet of six vessels includes (a) two 335' class liftboats, known as (i) "Robert," which was unveiled in the first quarter of 2012, and (ii) "Jill," which was completed in 2014; (b) two 245' class liftboats, known as (i) "Kayd," which was completed in 2006, and (ii) "Myrtle;" which was completed in 2002; and (c) two 235' class liftboats, each completed in 2009, known as (i) "Paul," and (ii) "Caitlin." Montco Offshore, Inc. and its affiliate Montco Oilfield Contractors, LLC, filed Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31646) on March 17, 2017. The petitions were signed by Derek C. Boudreaux, the CFO. As of the Petition Date, on a book basis, Montco Offshore had an aggregate of approximately $265 million in total assets and approximately $136 million in total liabilities. MO Contractors had approximately $84 million in total assets (which are mostly made up of receivables) and approximately $126 million in total liabilities. As of the Petition Date, the Debtors estimate that $5.3 million was due and owing to holders of prepetition trade claims against MO Contractors, and $75 million was due and owing to holders of prepetition trade claims against MO Contractors, not including the intercompany obligations. The cases are assigned to Judge Marvin Isgur. DLA Piper LLP (US) is serving as the Debtors' bankruptcy counsel, with the engagement led by Vincent P. Slusher, Esq., David E. Avraham, Esq., and Adam C. Lanza, Esq. Blackhill Partners, LLC, is the Debtors' financial advisor and investment broker, with Joe Stone, Todd Heinz, and Tripp Ballard leading the engagement. BMC Group, Inc., is the claims & noticing agent. On March 29, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Porter Hedges LLP is serving as counsel to the Creditors Committee, with the engagement led by John F Higgins, IV, Joshua W. Wolfshohl, and Eric Michael English. MOTEL TROPICAL: Hearing on Disclosure Statement Set for June 21 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on June 21, at 2:00 p.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of Motel Tropical Inc. The hearing will take place at the Jose V. Toledo Federal Building and U.S. Courthouse, Courtroom No. 1, Second Floor,300 Recinto, Sur, Old San Juan, Puerto Rico. Objections must be filed not less than 14 days prior to the hearing. About Motel Tropical Motel Tropical Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-00966) on Feb. 11, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Isabel M. Fullana, Esq., at Garcia-Arregui & Fullanan PSC. The Debtor manages a motel business located at Carr 2.KM 110.7 Ave. Militar, Isabel Puerto Rico. The property on which the Debtor operates is leased to Manuel Gonzalez Valeting. No official committee of unsecured creditors has been appointed in the case. On July 14, 2016, the Debtor filed a disclosure statement, which explain sits proposed Chapter 11 plan of reorganization. MOTORS LIQUIDATION: $488M Net Assets in Liquidation at March 31 --------------------------------------------------------------- Motors Liquidation Company GUC Trust filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing total assets of $530.72 million, total liabilities of $42.50 million and net assets in liquidation of $488.21 million as of March 31, 2017. GUC Trust is a successor to Motors Liquidation Company (formerly known as General Motors Corp.) within the meaning of Section 1145 of the United States Bankruptcy Code. The GUC Trust holds, administers and directs the distribution of certain assets pursuant to the terms and conditions of the Second Amended and Restated Motors Liquidation Company GUC Trust Agreement, dated as of July 30, 2015, and as amended from time to time, and pursuant to the Second Amended Joint Chapter 11 Plan, dated March 18, 2011, of MLC and its debtor affiliates, for the benefit of holders of allowed general unsecured claims against the Debtors. The GUC Trust's sources of liquidity are principally the funds it holds for the payment of liquidation and administrative costs, and to a significantly lesser degree, the earnings on those funds invested by it. In addition, as a result of the liquidation of all the GUC Trust's holdings of New GM Securities during the quarter ended Sept. 30, 2015, the GUC Trust holds Distributable Cash for distribution to GUC Trust beneficiaries. The GUC Trust holds those funds primarily in U.S. Treasury bills, as permitted by the Plan and the GUC Trust Agreement. During the year ended March 31, 2017, the GUC Trust's holdings of cash and cash equivalents decreased approximately $0.1 million from approximately $4.4 million to approximately $4.3 million. The decrease was primarily due to cash from the sale of marketable securities in excess of reinvestments of $138.7 million and interest income received on such marketable securities of $1.6 million, offset by cash distributions of $112.4 million, cash paid for liquidation and administrative costs of $11.7 million, cash paid for Residual Wind-Down Claims and Costs of $10.3 million, and cash in the Administrative Fund returned to the DIP lenders of $6.0 million. During the year ended March 31, 2017, the funds invested by the GUC Trust in marketable securities decreased approximately $138.7 million, from approximately $661.1 million to approximately $522.4 million. The decrease was due primarily to the sale of marketable securities to fund the cash distributions and other payments described above during the period. The GUC Trust earned approximately $1.8 million in interest income on such investments during the year. As of March 31, 2017, the GUC Trust held approximately $526.8 million in cash and cash equivalents and marketable securities. Of such amount, approximately $498.6 million relates to Distributable Cash (including Dividend Cash), a portion of which the GUC Trust Administrator is permitted to set aside from distribution and to appropriate with the approval of the Bankruptcy Court or Trust Monitor, as applicable, in order to fund additional costs as they become due. Included in Distributable Cash at March 31, 2017, is approximately $13.9 million of Dividend Cash. Dividend Cash will be distributed to holders of subsequently Resolved Allowed Claims and GUC Trust Units in respect of Distributable Cash that they receive, unless such dividends are in respect of Distributable Cash that is appropriated by the GUC Trust in accordance with the GUC Trust Agreement to fund the GUC Trust's liquidation and administrative costs, any income tax liabilities or shortfalls in Residual Wind-Down Assets. As of March 31, 2017, Distributable Cash (including Dividend Cash) held by the GUC Trust was set aside as follows: (a) $9.2 million for liquidating distributions payable as of that date and (b) $29.8 million to fund projected liquidation and administrative costs and Avoidance Action Defense Costs. In addition to Distributable Cash (including Dividend Cash), the GUC Trust held $28.2 million in cash and cash equivalents and marketable securities at March 31, 2017, representing funds held for payment of costs of liquidation and administration and other liabilities. Of that amount, approximately $13.6 million (comprising approximately $11.7 million of the remaining Residual Wind-Down Assets, approximately $1.7 million of the remaining Administrative Fund and approximately $0.2 million in remaining funds designated for the Indenture Trustee / Fiscal and Paying Agent Costs) is required by the GUC Trust Agreement to be returned, upon the winding-up of the GUC Trust, to the DIP Lenders to the extent such funds are not utilized to satisfy designated Wind-Down Costs, Residual Wind-Down Claims and Costs and Indenture Trustee/Fiscal Paying Agent Costs. Cash and cash equivalents and marketable securities of $1.7 million remaining in the Administrative Fund have been designated for the satisfaction of certain specifically identified costs and liabilities of the GUC Trust, and such amounts may not be used for the payment of GUC Trust professionals' fees and expenses or other Wind-Down Costs. Such amounts will not at any time be available for distribution to the holders of the GUC Trust Units. The balance of cash and cash equivalents and marketable securities of approximately $14.6 million is available for the payment of certain reporting and administrative costs of the GUC Trust, and would be available in the future for distribution to the holders of the GUC Trust Units, if not otherwise used to satisfy those expected costs. "There is no assurance that additional amounts of Distributable Cash will not be required to be set aside from distribution and appropriated to fund additional costs and income tax liabilities, beyond what the GUC Trust Administrator has already set aside," the Company stated in the report. "Any appropriation of Distributable Cash that occurs to fund such obligations will result in a lesser amount of Distributable Cash available for distribution to holders of GUC Trust Units. In addition... a portion of the GUC Trust's assets are currently segregated pursuant to the GUC Trust Agreement for the satisfaction of certain other specified costs. If such assets are insufficient to satisfy the Residual Wind-Down Claims or fund such other specified costs for any reason, the GUC Trust Administrator will similarly be required to set aside from distribution and appropriate additional amounts of Distributable Cash in order to fund such shortfall." A full-text copy of the Form 10-K is available for free at: https://is.gd/cOGW5Z About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MURDOCK EMPIRE: Unsecured Creditors to be Paid 40% Under Exit Plan ------------------------------------------------------------------ Unsecured creditors of Murdock Empire Group, Inc., may recover 40% of their claims, according to the company's proposed plan to exit Chapter 11 protection. Under the proposed reorganization plan, creditors holding Class 6 general unsecured claims will receive pro rata shares of the reorganized company's "net distributable cash." Net distributable cash means the remaining balance of the reorganized company's operating income, plus any liquidation proceeds. General unsecured creditors will receive payments, including interest at an annual, simple rate of 5%, starting on or before the first business day that is at least 90 days following December 31, 2017. Class 6 is impaired. The primary source of funding for the plan will be excess cash flows generated from the continued operation of Murdock's two Subway(R) restaurants, according to the company's disclosure statement filed on May 18 with the U.S. Bankruptcy Court for the District of Arizona. A copy of the disclosure statement is available for free at https://is.gd/B0VETS About Murdock Empire Murdock Empire Group, Inc. operates 3 Subway sandwich restaurants in Phoenix and Scottsdale, Arizona. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-11113), on Sept. 28, 2016. John B. Murdock, president, signed the petition. At the time of filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. The Debtor is represented by Brian Blum, Esq., at Andante Law Group, PLLC. No official committee of unsecured creditors has been appointed. NAVISTAR INTERNATIONAL: 2016 Conflict Minerals Report Filed ----------------------------------------------------------- In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, Navistar submitted a Specialized Disclosure Form as well as a Conflict Minerals Report for the calendar year 2016. Navistar has posted the Conflict Minerals Report on the sustainability page of Navistar's website, located at http://www.navistar.com/navistar/whoweare/sustainability. Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten. Navistar is an international manufacturer of International brand commercial and military trucks, proprietary diesel engines, and IC Bus brand school and commercial buses, as well as a provider of service parts for trucks and diesel engines. The Company's core business is the United States and Canada truck and parts markets, where the Company participates primarily in the Class 6 through 8 vehicle market segments. The Company operates in four industry segments: Truck, Parts, Global Operations, and Financial Services, which consists of Navistar Financial Corporation and its foreign finance operations. Navistar's Truck segment manufactures and distributes Class 4 through 8 trucks, buses, and military vehicles under the International and IC brands, along with production of proprietary engines, primarily in the North America markets that include the U.S., Canada, and Mexico. The Company's Truck segment also includes its truck export business under the International and IC brands as well as products that support the military truck product lines. The proprietary engines produced in North America are primarily used in our trucks and buses. The Company's Parts segment supports its brands of International commercial trucks, IC buses, and proprietary engines, as well as its other product lines, by providing customers with proprietary products together with a wide selection of other standard truck, trailer, and engine service parts. Its Global Operations segment includes business that derives revenue from outside its Truck and Parts segments and primarily consists of the operations of our wholly-owned subsidiary, IIAA. IIAA is a leader in the South American mid-range diesel engine market, manufacturing and distributing mid-range diesel engines and providing customers with additional engine offerings in the agriculture, marine, and light truck markets. The Global Operations segment has a joint venture in China with Anhui Jianghuai Automobile Co. "The products which Navistar manufactures are complex and typically contain thousands of parts from multiple suppliers," the Company stated in the report. "Navistar's performance requirements for its products often require the use of 3TG." "We conducted an inquiry of our suppliers in accordance with the Step 1 of the Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas of the Organisation for Economic Cooperation and Development ("OECD"). For calendar year 2016, Navistar undertook a Reasonable Country of Origin Inquiry ("RCOI") focused on our direct suppliers for our Truck segment. Our Truck segment accounted for approximately 67% of Navistar's net sales and revenues for fiscal year 2016. "For 2016, Navistar increased due diligence efforts to correctly identify direct suppliers prior to initiating the survey. As a result of this effort, Navistar was able to clearly identify the direct supplier base for a more targeted survey process. Navistar's response rate was 89%. "We sent out a notification to Navistar's in scope suppliers informing them about the Conflict Minerals disclosure requirements to which we are subject, and requesting they complete a Conflict Minerals survey using the template developed by the Electronic Industry Citizenship Coalition ("EICC") and the Global e-Sustainability Initiative ("GeSI"), known as the EICC GeSI Conflict Minerals Reporting Template (CMRT). Navistar is a downstream consumer of necessary 3TG and is generally many steps removed from smelter and refiners who provide minerals and ores. Navistar does not directly purchase 3TG from any smelter or refiners, and does not, to the best of its knowledge, directly purchase from any of the Covered Countries. Therefore, as contemplated by the OECD Framework for downstream companies, Navistar does not perform or direct audits of smelters and refiners within the supply chain. As a result, Navistar's due diligence efforts rely on cross-industry initiatives such as those led by the CFSI, to conduct smelter and refiner due diligence. In 2016, the Company's efforts to determine the mine or location of origin with the greatest possible specificity encompass its due diligence measures described above, including, for example (i) surveying suppliers; (ii) reviewing the entities identified as smelter by our suppliers against information provided by the CFSI to identify the smelters that are CFSP compliant; and (iii) reviewing available information regarding the sourcing of Conflict Minerals that may have been processed by reported facilities. Through the Company's efforts to follow the OECD Framework and requesting our suppliers to complete the Conflict Free Sourcing Initiative's Conflict Minerals Reporting Template (CMRT), the Company has determined that seeking information about 3TG smelters and refiners in its supply chain presents the most reasonable effort it can make to determine the mines or locations or origin of the 3TG in its supply chain. "We reviewed the responses from our suppliers and our analysis indicates that many contained inconsistencies or incomplete data. Furthermore, although most suppliers provided responses that listed the known smelter/refiners in their supply chain, they did not specify what smelter/refiners were associated with products shipped to Navistar." Navistar intends to take the following steps to improve the number and quality of supplier responses in the next compliance period and to mitigate and risks that the necessary 3TG used in Navistar products may benefit armed groups: * Expand the number of suppliers surveyed regarding the use of Conflict Minerals in their products. * Continue Navistar's Conflict Minerals Program Manager's personalized outreach to non-responsive suppliers to confirm the appropriate supplier representative is identified and responsive prior to the 2017 reporting period. This will allow Navistar to increase the accuracy of supplier data, educate suppliers around the rule, and encourage survey completion in the future. * Due to the increased response rate as a result of this year's outreach, its follow-up to non-responsive suppliers will begin prior to the initial survey deadline to allow more time for red flag analysis and due diligence efforts in 2017. * Reassessment of incorporating the supplier CMRT responses into scorecards to drive survey response rates. * Work with relevant trade associations to define and improve best practices. A full-text copy of the Conflict Minerals Report is available at: https://is.gd/0MWdcL About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar reported a net loss attributable to the Company of $97 million on $8.11 billion of net sales and revenues for the year ended Oct. 31, 2016, compared with a net loss attributable to the Company of $184 million on $10.14 billion of net sales and revenues for the year ended Oct. 31, 2015. As of Jan. 31, 2017, Navistar had $5.39 billion in total assets, $10.72 billion in total liabilities and a total stockholders' deficit of $5.32 billion. * * * Navistar carries as 'B3' Corporate Family Rating (CFR) and stable outlook from Moody's. Moody's said in January 2017 that Navistar's ratings reflects the continuing challenges the company faces in re-establishing its competitive position and profitability in the North American medium and heavy truck markets. Navistar carries a 'CCC' Issuer Default Ratings from Fitch Ratings. Fitch said in January 2017 that the ratings for NAV, Navistar, Inc., and NFC remain on Rating Watch Positive pending completion of a strategic alliance between NAV and Volkswagen Truck & Bus GmbH (VW T&B). The Positive Rating Watch reflects Fitch's expectation that under terms contemplated for the alliance, NAV would realize cost synergies, improved liquidity, and strategic opportunities over the next several years that would support its competitiveness and operating performance. As reported by the TCR on March 3, 2017, S&P Global Ratings said that it raised its corporate credit ratings on Navistar International Corp. and its subsidiary Navistar Financial Corp. to 'B-' from 'CCC+'. The outlook is stable. The upgrade follows Navistar's strategic alliance with Volkswagen Truck & Bus, which includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar, definitive agreements for the two companies to collaborate on technology, and the formation of a procurement JV. NEIMAN MARCUS: Interim CFO and COO Will Leave June 30 ----------------------------------------------------- Michael Fung will leave his position as interim chief financial officer and chief operating officer of Neiman Marcus Group effective June 30, 2017. Mr. Fung temporarily left his retirement to join Neiman Marcus Group on an interim basis in November 2016. In addition to leading finance, accounting and operations, he was instrumental in directing efforts to stabilize NMG One, the Company's recently implemented common merchandise and distribution system to manage and sell inventory across the Company's omnichannel operations. The Company said that since his arrival, NMG has made substantial progress in the areas that were the most affected by the implementation, including inventory receipts, visibility, presentation and fulfillment. "Michael has done an excellent job," said Karen Katz, president and chief executive officer, Neiman Marcus Group. "His leadership and extensive experience have brought significant progress with NMG One. We very much appreciate Michael's commitment and service to NMG." As of June 30, while NMG continues its search for a permanent chief financial officer, Dale Stapleton will assume the role of interim chief financial officer. Mr. Stapleton has been with Neiman Marcus Group for more than 16 years, serving as senior vice president and chief accounting officer since 2010. About Neiman Marcus Neiman Marcus Group LTD, Inc., headquartered in Dallas, TX, operates 42 Neiman Marcus Stores across the United States and two Bergdorf Goodman stores in Manhattan. The Company also operates twenty seven Last Call Outlets, thirteen Last Call Studios and one Horchow Finale as well as four CUSP stores. These store operations total more than 6.9 million gross square feet. The Company conducts direct to consumer operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, CUSP and mytheresa brand names. Neiman Marcus reported a net loss of $406.11 million for the fiscal year ended July 30, 2016, compared to net earnings of $14.94 million for the year ended Aug. 1, 2015. As of Jan. 28, 2017, Marcus Neiman had $8.15 billion in total assets, $7.34 billion in total liabilities and $809.81 million in total member equity. * * * As reported by the TCR on March 17, 2017, Moody's Investors Service downgraded Neiman Marcus Group LTD, Inc.'s Corporate Family Rating to Caa2 from B3 and its Probability of Default Rating to Caa2-PD from B3-PD. The company's Speculative Grade Liquidity rating is affirmed at SGL-2. The outlook is changed to negative from stable. "The downgrade of NMG's Corporate Family Rating reflects the continued weakness in its financial results as it faces both the cyclical and secular challenges that face the North America luxury department stores", says Christina Boni, VP Senior Analyst. "Its designation of its MyTheresa.com operations and certain owned properties to unrestricted subsidiaries reduces assets coverage for its debt obligations. The hiring of a financial advisor to evaluate strategic alternatives also signals the likelihood of its capital structure being addressed well before its first significant debt maturity in October 2020. Despite good liquidity, overall leverage levels remain well above what can be refinanced and a path to return to peak EBITDA levels is unlikely in the present operating environment." NEW JERSEY MICRO-ELECTRONIC: Taps D&A as Accountant --------------------------------------------------- New Jersey Micro-Electronic Testing, Inc. seeks authorization to the U.S. Bankruptcy Court for the District of New Jersey to employ Dispenziere & Associates LLC ("D&A") as accountant. The Debtor requires Dispenziere & Associates to provide all necessary accounting services including, without limitation, preparing financial statements, cash collateral budgets, monthly reports and tax returns, as needed; rendering financial advice to Debtor; and assisting in negotiations with creditors inclusive of preparing such financial documents as may be required to submit and confirm a reorganization plan. Dispenziere & Associates will be paid at these hourly rates: Junior Accountant $75 Staff Accountant $100 Senior Accountant $125 Partner $175 Senior Partner $275 Dispenziere & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Salvatore Dispenziere, managing partner of Dispenziere & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Dispenziere & Associates can be reached at: Salvatore Dispenziere DISPENZIERE & ASSOCIATES LLC 46 Wilson Drive Sparta, NJ 07871 Tel: (973) 729-7120 About New Jersey Micro-Electronic Testing Based in Clifton, NJ, New Jersey Micro-Electronic Testing, Inc. -- http://njmetmtl.com/-- provides professional electronic component testing to the commercial, military, aerospace, industrial and automotive fields worldwide for nearly 40 Years. The Company posted gross revenue of $2.25 million in 2016 compared to gross revenue of $2.59 million in 2015. New Jersey Micro-Electronic Testing filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-18977) on May 1, 2017. Giacomo Federico, president, signed the petition. The case is assigned to Judge John K. Sherwood. The Debtor is represented by Matteo Percontino, Esq. and Bruce J. Wisotsky, Esq. at Norris, McLaughlin & Marcus, P.A. At the time of filing, the Debtor had $483,782 in assets and $4.68 million in liabilities. NORTEL NETWORKS: Gets $4.165B Share, to Begin Payouts ----------------------------------------------------- Nortel Networks Corporation ("NNC") and Nortel Networks Limited ("NNL" and together with NNC and certain of their Canadian affiliates subject to proceedings under Canada's Companies' Creditors Arrangement Act ("CCAA"), "Nortel Canada") on May 26, 2017 announced the receipt of its allocation entitlement of approximately US$4.165 billion pursuant to the Settlement and Plans Support Agreement (the "Global Settlement and Support Agreement") entered into October 12, 2016, and the implementation of the CCAA Plan of Compromise and Arrangement approved by the Ontario Superior Court of Justice on January 24, 2017 (the "CCAA Plan"). As previously announced, the Global Settlement and Support Agreement resolved the allocation dispute regarding the approximately US$7.3 billion of sale proceeds held in escrow as well as various other claims, disputes and matters among the parties thereto. Pursuant to the Global Settlement and Support Agreement, Nortel Canada received 57.1065% of the sale proceeds in escrow, being approximately USD 4.156 billion. The Global Settlement and Support Agreement also provided for, among other things, the release to Nortel Canada of approximately USD 237 million of other sale proceeds plus a further amount of sale proceeds relating to the transfer of I.P. addresses by Nortel Canada, as well as payment to Nortel Canada of USD 35 million on account of reimbursement of various costs incurred in connection with the asset sales. Following implementation of the CCAA Plan, it is anticipated that Nortel Canada will begin making pro rata distributions to its unsecured creditors, with an initial distribution expected to be made in the late June or early July 2017 timeframe. Ernst & Young Inc., the court-appointed monitor in the CCAA proceedings of Nortel Canada, has previously reported its expectation that unsecured creditors will recover in total between CA 45 cents to CA 49 cents for creditors entitled to be paid in Canadian dollars, and US 41.5 cents to US 45 cents for creditors entitled to be paid in U.S. dollars. The specific distribution rate for the anticipated initial distribution has yet to be determined. As previously announced, holders of NNC common shares and NNL preferred shares are not expected to receive any distribution or other compensation pursuant to the CCAA Plan. Further information and copies of the Global Settlement and Support Agreement and the CCAA Plan are available on the Monitor's website at www.ey.com/ca/nortel. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NORTHERN OIL: Life Time CEO Akradi Asked for a Board Seat --------------------------------------------------------- Bahram Akradi, the chairman of the Board, president and chief executive officer of Life Time Fitness, Inc., sent a letter to the Board of Directors of Northern Oil on May 25 expressing his willingness to serve on the Company's Board. "I have expressed my belief that I am exceedingly optimistic about the future of Northern Oil and Gas, Inc.," stated Mr. Akradi. "I also have expressed my willingness to be a positive force for change at Northern. In order to put actions behind my words, I am asking that the Board create a new board seat and appoint me as a director to fill the vacancy. As Northern's second largest shareholder, the author of a constructive action plan for the Company, and an experienced chief executive officer, I believe I am uniquely qualified to help build shareholder value for all Northern shareholders." As of May 25, 2017, Mr. Akradi beneficially owns 6,000,000 shares of common stock of Northern Oil representing 9.47 percent calculated based on 63,327,589 shares of Common Stock issued and outstanding as of May 1, 2017, as reported in the Issuer's quarterly report on Form 10-Q filed on May 8, 2017 for the quarterly period ended March 31, 2017. Of those Shares, 30,000 shares are owned indirectly by Mr. Akradi through the 401(k) plan of Life Time Fitness, Inc. Life Time is a privately held, comprehensive health and lifestyle company that offers a personalized and scientific approach to long-term health and wellness through its portfolio of distinctive resort-like destinations, athletic events and health services. Life Time, known as the "Healthy Way of Life Company," helps members achieve their goals with the support of a team of dedicated professionals and an array of proprietary health assessments. The address of Life Time's corporate offices is 2902 Corporate Place, Chanhassen, MN 55317. Mr. Akradi has purchased the Shares for aggregate consideration (including brokerage commissions) of $20,338,919. He also has sold shares of Common Stock for aggregate consideration (including brokerage commissions) of $2,209,269. A full-text copy of the regulatory filing is available at: https://is.gd/V9jSJf About Northern Oil Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $293.5 million on $144.9 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $975.4 million on $275.05 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet as of Dec. 31, 2016, showed $431.5 million in total assets, $918.95 million in total liabilities, and a total stockholders' deficit of $487.4 million. * * * As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'CCC' from 'CCC+'. The outlook is negative. "The downgrade follows the announcement by the company that it has retained financial advisors Tudor, Pickering, Holt & Co. to help it review strategic alternatives," said S&P Global Ratings credit analyst Brian Garcia. "We believe this increases the likelihood the company could engage in a transaction we would view as a distressed exchange, where holders of the company's unsecured debt could receive less than the promised value," he added. As reported by the TCR on March 24, 2016, Moody's Investors Service downgraded Northern Oil and Gas, Inc's Corporate Family Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD from B3-PD, and the ratings on its senior unsecured notes to Caa3 from Caa1. At the same time, Moody's lowered the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. This concludes the ratings review commenced on Jan. 21, 2016. The ratings outlook is negative. "Weak oil and natural gas prices will diminish NOG's cash flows in 2017, when it no longer benefits from commodity price hedges," stated James Wilkins, a Moody's vice president. "Leverage will increase sharply and credit metrics will deteriorate." Northern Oil carries a 'Caa2' corporate family rating from Moody's Investors Service. OMINTO INC: Morrison Brown Replaces Mayer Hoffman as Accountants ---------------------------------------------------------------- Ominto, Inc. dismissed Mayer Hoffman McCann P.C. as the Company's principal independent registered public accounting firm on May 19, 2017. The decision to dismiss MHM was recommended by the Company's Audit Committee and approved by its Board of Directors. The reports of MHM on the Company's consolidated financial statements for the two most recent fiscal years ended Sept. 30, 2016, and 2015, did not contain an adverse opinion or a disclaimer of opinion, nor did they contain a qualification or modification as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years ended Sept. 30, 2016, and 2015 and in the subsequent interim periods through the date of dismissal, there were (1) no disagreements with MHM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MHM, would have caused MHM to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K. On May 19, 2017, pursuant to the approval of the Audit Committee, the Company engaged Morrison Brown Argiz & Farra, LLC as its principal independent registered public accounting firm. The decision to engage MBAF was recommended by the Company's Audit Committee and approved by our Board of Directors for the remainder of the Company's fiscal quarter ending June 30, 2017, and its fiscal year ending on Sept. 30, 2017. During the Company's two most recent fiscal years ended Sept. 30, 2016, and 2015 and in the subsequent interim period through the date of appointment, the Company has not consulted with MBAF regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has MBAF provided to us a written report or oral advice that MBAF concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue. In addition, during such periods, the Company has not consulted with MBAF regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). About Ominto Ominto, Inc. -- http://inc.ominto.com/-- was incorporated under the laws of the State of Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name was changed to MediaNet Group Technologies, Inc. in May 2003, then to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of July 1, 2015. The DubLi Network was merged into the Company, as its primary business in October 2009. Ominto reported a net loss of $10.30 million for the year ended Sept. 30, 2016, compared to a net loss of $11.69 million for the year ended Sept. 30, 2015. As of Dec. 31, 2016, Ominto had $65.84 million in total assets, $44.01 million in total liabilities, $6.62 million in stockholders' equity and $15.19 million in non-controlling interest. OMNI SPECIALIZED: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Omni Specialized, LLC 20812 E. 550th Street Colona, IL 61241 Business Description: Omni Specialized, LLC -- https://www.omnispecialized.com/ -- is an over-dimensional and general commodity carrier serving 48 states. The Company claims to have an outstanding reputation for safe, reliable service along with a large selection of specialized trailers. Omni's fleet of specialized and general commodity equipment includes a 100% complement of 53 flatbed and low-profile stepdecks with RGN Double-Drop trailers. Chapter 11 Petition Date: May 29, 2017 Case No.: 17-80801 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Judge: Hon. Thomas L. Perkins Debtor's Counsel: Gregory Otsuka, Esq. HELLMUTH & JOHNSON, PLLC 8050 West 78th Street Edina, MN 55439 Tel: 952-941-4005 Fax: 952-941-2337 Email: gotsuka@hjlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Witt, manager. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilcb17-80801.pdf PARADISE MEDSPA: Hires Cunningham as Business Appraiser ------------------------------------------------------- Paradise Medspa, PLLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Cunningham & Associates, Inc., as business appraiser. The Debtors require Cunningham to appraise the Debtors' business, to include appraisal of the Debtors' equipment. Cunningham will be compensated at the rate of $150 per hour. George Cunningham, of Cunningham & Associates, 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. Cunningham may be reached at: George Cunningham Cunningham & Associates, Inc. 6592 N. 27th Avenue Phoenix, AZ 85017 Phone: (602) 595-6714 (602) 469-4635 Email: george@auctionaz.com About Paradise Medspa, PLLC Paradise Medspa PLLC and Paradise Medspa & Wellness PLLC filed chapter 11 petitions (Bankr. D. Ariz. Case No. 16-13065) on November 15, 2016. The petitions were signed by Rebecca Weiss Glasow, member. The Debtors are represented by Randy Nussbaum, Esq., at Nussbaum Gillis & Dinner, P.C. The cases are assigned to Judge Madeleine C. Wanslee. Paradise Medspa PLLC estimated assets at $50,000 to $100,000 and liabilities at $1 million to $10 million. Paradise Medspa & Wellness PLLC estimated both assets and liabilities at $0 to $50,000. PAYLESS HOLDINGS: Committee Takes Aim at Debt Restructuring Plan ---------------------------------------------------------------- Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy, reported that the Official Committee of Unsecured Creditors took aim at Payless ShoeSource Inc. and its lenders saying the company left out important information such as valuation, liquidation analyses, and proposed distributions for creditors. According to the report, the Committee, which is composed of Payless's vendors and suppliers, also wants to look into the role that private-equity firms Golden Gate Capital and Blum Capital have played in Payless. The creditors said in court papers that Payless and some of its lenders have put the bankruptcy process on a fast-track to more quickly hand over control to the lenders, "while paying almost nothing to general unsecured creditors left holding over $150 million of claims, and who are continuing to provide goods and services to these debtors," the report related. As previously reported by The Troubled Company Reporter, the Debtor's Plan reduced debt to $469 million. As of April 4, Payless and its affiliates had outstanding debt of as much as $838 million, which consists of a $187 million in secured debt under their asset-backed revolving credit facility, $506 million in secured debt under their first lien credit facility, and $145 million in secured debt under their second lien credit facility. If the plan is confirmed, the companies will exit bankruptcy with approximately 40% less funded debt. Payless has negotiated agreements with some existing lenders to obtain up to $305 million of asset-based financing and an $80 million new term loan to get the companies through bankruptcy. Under the plan, Payless' pre-bankruptcy first lien lenders will receive their pro rata share of 91% of the common equity of the reorganized company, among other things. Those who assert claims under the second lien credit facility will receive their pro rata share of 9% of the common equity in exchange for the discharge of obligations of the companies under the credit facility. The estimated recovery of general unsecured claims is still unknown but Payless believes the plan provides general unsecured creditors a recovery at a material premium over what they otherwise would receive under a priority waterfall recovery analysis. A copy of the disclosure statement is available for free at https://is.gd/9SlbmK About Payless Holdings Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, Polsinelli PC as local counsel, Province Inc. as financial advisor, and Back Bay Management Corp. and its division The Michael-Shaked Group as valuation expert consultant, and Dr. Israel Shaked as expert witness. On April 25, 2017, the Debtors filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Debtors' plan, if confirmed and implemented, would reduce their debt to $469 million. PAYLESS HOLDINGS: Seeks to Close 408 More Stores ------------------------------------------------ Payless Holdings LLC on May 24, 2017, said in filings with the U.S. Bankruptcy Court for the Eastern District of Missouri that it is closing 408 more stores, although the number may be reduced if it can negotiate concessions with landlords. On April 4, 2017, the Debtors filed with the Court a motion seeking to close an initial 389 stores. A final order granting approval to the relief requested in the initial store closing motion and approving sale guidelines was entered on May 17. The Debtors have continued to actively evaluate the approximately 3,000 remaining unexpired leases in North America and the economics of these stores beyond the Initial Store Closings. Since the Petition Date, the Debtors have been working diligently to negotiate rent concessions with the assistance of RCS Real Estate Advisors and Keen Summit Capital Partners LLC. While many of those negotiations have been successful and significant savings have been realized, other negotiations have not been as successful. Accordingly, to move forward and further rationalize their store fleet, the Debtors are filing a Motion to be granted the authority to close up to an additional 408 stores (the "Second List Stores"). The Debtors are hopeful that continued negotiations before the hearing on the Motion will result in consensual modifications and rent concessions with respect to the Second List Stores, but are filing this Motion to close the Second List Stores in case such negotiations do not succeed. For the avoidance of doubt, the Debtors reserve the right to remove any of the Second List Stores from the attached exhibit prior to the date of the hearing. Further rationalization of the Debtors' store footprint may continue beyond these Second List Stores as needed based on other ongoing negotiations. 408 Stores In formulating the list of Second List Stores, the Debtors said they considered, among other factors, historical store profitability, recent sales trends, the geographic market in which the store is located, the potential to realize negotiated rent reductions with applicable landlords, and specific circumstances related to a store's performance. Specifically, the Second List Stores were identified based on the following criteria: (a) whether the Second List Store was unprofitable on an EBITDAR basis (EBITDA after adding back the associated rent and occupancy expense) and was not a candidate for rent concessions; (b) whether the Second List Store was cash flow negative and had little to no opportunity for rent concessions or, based upon the current discussion between the Debtors and respective landlord, the rent concessions offered were not sufficient; and (c) whether the Second List Store had high anticipated "transfer sales" (i.e., sales that would flow through to the Debtors' other store locations) that exceeded its estimated cash flow. The Debtors seek to apply the Sale Guidelines included in the Initial Store Closing Motion and approved in the Final Order, to sell the (a) saleable inventory located in the Second List Stores following the Petition Date (the "Second List Merchandise"), and (b) associated furniture, fixtures, and equipment (the "Second List FF&E" and, together with the Merchandise, the "Second List Store Closure Assets"), in each case free and clear of liens, claims, or encumbrances, and to otherwise prepare the Second List Stores for turnover to the applicable landlords. The Debtors have determined that, in the exercise of their business judgment and in consultation with their advisors, the Sale Guidelines provide the best and most efficient means of selling the Second List Store Closure Assets to maximize the value to their estates. The Debtors estimate that the Second List Store Closing process will take approximately seven to ten weeks. Certain states in which the Debtors operate stores have or may have licensing or other requirements governing the conduct of store closing, liquidation, or other inventory clearance sales, including, but not limited to, state, provincial, and local laws, statutes, rules, regulations, and ordinances (the "Liquidation Sale Laws"). Liquidation Sale Laws may establish licensing, permitting or bonding requirements, waiting periods, time limits, and bulk sale restrictions and augmentation limitations that would otherwise apply to the Second List Store Closings. The Debtors request Court authority to conduct the Store Closings in accordance with the Sale Guidelines without complying with the Liquidation Sale Laws. Similarly, the Debtors request a waiver of any contractual restrictions that could otherwise inhibit or prevent the Debtors from maximizing value for creditors through the Second List Store Closings. In certain instances, the contemplated Second List Store Closings may be inconsistent with certain provisions of leases, subleases, or other documents with respect to the premises in which the Debtors operate, including, without limitation, reciprocal easement agreements, agreements containing covenants, conditions, and restrictions (including, without limitation, "go dark" provisions and landlord recapture rights), or other similar documents or provisions. The restrictions would also hamper the Debtors' ability to maximize value in selling their inventory. The Debtors also request that no entity, including, without limitation, utilities, landlords, creditors, and all persons acting for or on their behalf will interfere with or otherwise impede the conduct of the Second List Store Closings, or institute any action against the Debtors in any court (other than in this Court) or before any administrative body that in any way directly or indirectly interferes with, obstructs, or otherwise impedes the conduct of the Second List Store Closings, the advertising and promotion (including through the posting of signs) of the Second List Store Closings. A list of the 408 stores set to the be closed, which was attached to the Motion, is available at: http://bankrupt.com/misc/Payless_883_M_2nd_Closing_Stores.pdf About Payless Holdings Payless Holdings LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 17-42267) on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. The Company is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. As of the bankruptcy filing, Payless had more than 4,000 stores in more than 30 countries, and employed approximately 22,000 people. In April 2017, it sought court approval to close an initial 389 stores, and the following month it sought court approval to close 408 more stores. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The unsecured creditors committee has tapped Pachulski Stang Ziehl & Jones LLP as lead counsel to the Committee, Polsinelli PC as its local counsel, and Province Inc. as financial advisor. The committee has retained Back Bay Management Corp. and its division The Michael-Shaked Group as expert consultant. On April 25, 2017, the Debtors filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Debtors' plan, if confirmed and implemented, would reduce their debt to $469 million. PET EXPRESS: Hires Jacqueline I. Rivera Gonzalez as Accountant -------------------------------------------------------------- Pet Express USA Corp., seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Jacqueline I. Rivera Gonzalez, CPA as accountant. The Debtor requires Jacqueline I. Rivera Gonzalez, CPA to provide general accounting and financial consulting services in connection with this bankruptcy petition and file the disclosure statement and plan of reorganization. The Debtor will compensate Jacqueline I. Rivera Gonzalez, CPA at $250 per hour. Jacqueline I. Rivera Gonzalez, CPA, assured the Court that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jacqueline I. Rivera Gonzalez may be reached at: Jacqueline I. Rivera Gonzalez, CPA Urb. La Rambla 1108 Avila St. Ponce, PR 00730 Tel: (787) 843-1679 About Pet Express USA Corp. Pet Express USA Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 17-00914) on February 13, 2017. The case is assigned to Judge Edward A. Godoy. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. PETROLIA ENERGY: Will Hold "Say on Pay" Votes Every Three Years --------------------------------------------------------------- Petrolia Energy Corporation filed with the Securities and Exchange Commission an amended current report on Form 8-K/A. The Original Form 8-K filed on April 14, 2017, reported the final voting results of the Company's 2015 Annual Meeting of Shareholders held on April 14, 2016. The sole purpose of this Amendment is to add item (d) regarding the Company's decision as to the frequency of future shareholder advisory votes regarding the compensation of the Company's named executive officers. Due to the fact that stockholders holding 61.0% of the total stockholder vote, including 97.6% of the total number of stockholders voting at the Company's 2015 Annual Meeting, voted in favor of holding future advisory votes on executive compensation of the Company's named executive officers every "3 Years", the Board of Directors has determined that the Company will hold future non-binding, advisory votes of stockholders to approve the compensation of the named executive officers every "3 years", until the next non-binding, advisory stockholder vote on the frequency of stockholder votes on executive compensation, currently scheduled to occur at the Company's 2018 annual meeting of stockholders, or until the Board of Directors otherwise determines a different frequency for such non-binding, advisory votes. About Petrolia Energy Petrolia Energy Corporation, formerly known as Rockdale Resources Corporation, is an oil and gas exploration, development, and production company. Petrolia Energy reported a net loss of $1.87 million on $321,000 of total revenue for the year ended Dec. 31, 2016, compared with a net loss of $1.85 million on $188,000 of total revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Petrolia Energy had $13.23 million in total assets, $6.62 million in total liabilities and $6.61 million in total stockholders' equity. MaloneBailey, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that Petrolia Energy has incurred losses from operation since inception and has a net working capital deficiency. These factors raise substantial doubt about the Company's ability to continue as a going concern. PETROQUEST ENERGY: Extends Exchange Offer Expiration to June 2 -------------------------------------------------------------- PetroQuest Energy, Inc., announced it has extended the expiration date of its offer to exchange (i) up to $14,177,000 of 10% Second Lien Senior Secured Notes due 2021 that have been registered under the Securities Act of 1933 for any and all outstanding $14,177,000 of 10% Second Lien Senior Secured Notes due 2021 that have not been registered under the Securities Act of 1933, and (ii) up to $251,867,646 of 10% Second Lien Senior Secured PIK Notes due 2021 that have been registered under the Securities Act of 1933 for any and all outstanding $251,867,646 of 10% Second Lien Senior Secured PIK Notes due 2021 that have not been registered under the Securities Act of 1933. All other terms and conditions of the Exchange Offer, as described in the Company's prospectus dated April 26, 2017, and the related letter of transmittal, remain unchanged. The Exchange Offer will now expire at 5:00 p.m., New York City time, on June 2, 2017, unless further extended by the Company at its sole discretion. The Company has been advised by its exchange agent that as of 5:00 p.m., New York City time, on May 25, 2017, approximately $14,170,000 and $244,463,724 in aggregate principal amount of the outstanding Secured Notes and Secured PIK Notes (constituting approximately 99% and 97% of the principal amount of such outstanding Secured Notes and Secured PIK Notes), respectively, had been validly tendered for exchange. The Exchange Offer is being extended in order to provide holders of the Secured Notes and Secured PIK Notes, who have not yet tendered their notes for exchange, additional time to do so. About PetroQuest PetroQuest Energy, Inc., is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in East Texas, Oklahoma, South Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest's common stock trades on the New York Stock Exchange under the ticker PQ. Petroquest reported a net loss available to common stockholders of $96.24 million on $66.66 million of oil and gas revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $299.92 million on $115.96 million of oil and gas revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Petroquest had $150.25 million in total assets, $402.61 million in total liabilities and a total stockholders' deficit of $252.36 million. * * * PetroQuest Energy carries a 'Caa3' corporate family rating from Moody's Investors Service. As reported by the TCR on Oct. 26, 2016, S&P Global Ratings raised the corporate credit rating on Lafayette, La.-based E&P company PetroQuest Energy Inc. to 'CCC' from 'SD'. The outlook is negative. "The upgrade reflects our reassessment of the company's corporate credit rating following the exchange of the majority of its outstanding 10% senior unsecured notes due September 2017 at par," said S&P Global Ratings credit analyst Daniel Krauss. The negative outlook reflects the company's current debt leverage levels, which S&P views to be unsustainable, as well as its less than adequate liquidity position. PHOTOMEDEX INC: Gets Another Noncompliance Notice from Nasdaq ------------------------------------------------------------- PhotoMedex, Inc. received written notification on Nov. 18, 2016, from Nasdaq that the Company's stockholder equity reported on its Form 10-Q for the period ended Sept. 30, 2016, had fallen below the minimum requirement of $2.5 million, and that the Company was, therefore, not in compliance with the requirements for continued listing on the Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1). In the Notice, Nasdaq granted the Company a period of 45 calendar days, or until Jan. 2, 2017, to submit a plan to regain compliance with the Continued Listing Rule, and that plan was filed with Nasdaq on Jan. 10, 201,7 under a one-week extension due to the holiday period. As a result of that filing, Nasdaq granted the Company an extension of time to comply with the Continued Listing Rule until March 10, 2017. On March 15, 2017, in a letter from Nasdaq to the Company, Nasdaq granted the Company a further extension until May 17, 2017, to comply with the Continued Listing Rule, subject to (i) the Company having signed a definitive asset contribution agreement with First Capital Real Estate Trust Incorporated on or before March 31, 2017, which it did (i.e. the Contribution Agreement), and (ii) the Company having closed the transaction contemplated by such definitive agreement on or before May 17, 2017. As a result of the Company's acquisition of certain assets under the Contribution Agreement in an initial closing on May 17, 2017, the Company, as of May 17, 2017, complied with the requirements of the Nasdaq March 15th Letter and, as of that date, was in compliance with the Continued Listing Rule, including the requirement to maintain shareholder equity of at least $2.5 million. On May 22, 2017, the Company received an additional letter from Nasdaq, notifying the Company that, while it was now in compliance with the Continued Listing Rule, it was not in compliance with Listing Rule 5110(a) because it failed to submit an initial listing application to receive approval to list the post-transaction entities, prior to the Initial Closing. Because of this failure, Nasdaq has determined to delist the Company's securities from listing and registration on The Nasdaq Stock Market. Under Nasdaq rules, the Company may appeal Nasdaq's delisting determination and request a hearing, prior to 4 p.m. Eastern Time on May 30, 2017. If the Company does not file an appeal by the Appeal Deadline, the Company's securities will be suspended at the opening of business on June 1, 2017, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. The Company intends to file an appeal and request a hearing prior to the Appeal Deadline, which will stay the delisting until after the appeal is heard. The Company expects that this matter will be resolved and that its common stock will continue to be listed on Nasdaq. About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. Photomedex reported a net loss of $13.26 million for the year ended Dec. 31, 2016, compared to a net loss of $34.55 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Photomedex had $18.50 million in total assets, $19.90 million in total liabilities and a $1.41 million total stockholders' deficit. Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016, the Company had an accumulated deficit of $115,635,000 and shareholders' deficit of $1,408,000. Also, during the most recent periods the Company has incurred losses and negative cash flows from continuing operations and was forced to sell certain assets and business units to obtain additional liquidity resources to support its operations. In addition, on Jan. 23, 2017, the Company completed the sale of its consumer products division which represented the sale of substantially all of the remaining operations and assets of the Company. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. PITTSBURGH ATHLETIC ASSOCIATION: Club in Ch. 11, Hopes to Reopen ---------------------------------------------------------------- The Pittsburgh Athletic Association Land Company, which owns the iconic Pittsburgh Athletic Association in Oakland, has sought bankruptcy protection. The Pittsburgh Athletic Association is a private social club and athletic club in Pittsburgh, Pennsylvania. The club was organized in 1908 by real estate developer Franklin Nicola and was a meeting place for Pittsburgh's elite. Its clubhouse, which is listed on the National Register of Historic Places, is located at the corner of Fifth Avenue and Bigelow Boulevard in the city's Oakland district. "Today, the PAA has made a well-reasoned strategic decision to put itself on track to restructure existing obligations, right-size its operations and explore partnerships designed to achieve a sustainable association for its members, their families and our other stakeholders," said PAA Board President James A. Sheehan in a statement. "We are optimistic that this process will allow the PAA to remain an active and relevant member of our community for another 100 years." The club offered comprehensive athletic facilities, sports lessons, spa services, fine dining, and overnight accommodations. It had a pool on the third floor, full basketball and squash courts, and a 16-lane bowling alley that was used for a scene in the movie Love and Other Drugs. But the club has experienced financial difficulties in recent years amid changing lifestyles and declining membership. According to the Pittsburgh Post-Gazette, operations at the stately Fifth Avenue building have been shut down since mid-April when the water was cut off because of some $168,000 in bills owed to the Pittsburgh Water & Sewer Authority. In September, The Allegheny County Treasurer obtained a judgment against the club due to a failure to pay for nearly a year alcoholic beverage tax amounting to $48,610 and hotel occupancy tax amounting to $7,839. Last year, Allegheny Valley Bank began foreclosure actions seeking to collect $2.1 million in principal, interest and late charges on a defaulted $2.6 million mortgage obtained in 2008, according to the Gazette. PAA James Sheehan, the Gazette reports, said the club hopes to form a plan of reorganization and to reopen "before year-end, if not sooner." "The plan is to go to local and national real estate developers to come up with proposals for us to stay in the building, probably in a smaller footprint," Mr. Sheehan said Tuesday. "And redevelop the building somehow. There are so many potential uses." The club has obtained $750,000 in financing to help fund operations during the reorganization. Providing the financing is a subsidiary of JDI Realty in Chagrin Falls, Ohio. About Pittsburgh Athletic Association The Pittsburgh Athletic Association Land Company sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 17-22223) on May 30, 2017. The Company estimated assets and liabilities of between $1 million and $10 million. Judge Jeffery A. Deller is the case judge. Tucker Arensberg, P.C., is serving as counsel, with the engagement led by Jordan S. Blask. POINT 360: Recurring Losses Raise Going Concern Doubt ----------------------------------------------------- Point.360 filed its quarterly report on Form 10-Q, disclosing a net loss of $2.44 million on $6.66 million of revenues for the three months ended March 31, 2017, compared with a net loss of $2.29 million on $8.87 million of revenues for the same period in 2016. For the nine months ended March 31, 2017, the Company recorded a net loss of $8.39 million on $21.23 million of revenues, compared to a net income of $778,000 on $29.33 million of revenues for the same period last year. The Company's balance sheet at March 31, 2017, showed $11.14 million in total assets, $14.78 million in total liabilities, and a stockholders' deficit of $3.64 million. The Company had an accumulated deficit at March 31, 2017, and a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2qsLNSs Los Angeles-based Point.360 is one of the largest providers of video and film asset management services to owners, producers and distributors of entertainment content. The Company provides the post production services necessary to edit, reformat and archive its clients' film and video content. POTTER HOUSE: Unsecured Creditors to Get 50% of Allowed Claims -------------------------------------------------------------- The Potter House, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York its proposed plan to exit Chapter 11 protection. Under the restructuring plan, Class 1, which consists of administrative costs and expenses, will be paid in full or in accordance with an agreement with the creditor. Total unpaid administrative debt is estimated at $7,500. Joseph and Terese Montemarano, holder of the Class 2 claim secured by the company's real property in Poughkeepsie, will retain their first mortgage lien and will receive a monthly payment of $1,441.09. The payment is based on an eight-year amortization of the Montemaranos' claim amount of $107,655.16 at 6.5% interest. Payments will start on the effective date of the plan. Mark DelaCorte, another creditor who holds a secured claim on the Poughkeepsie property in the amount of $1,016.12, will receive 60 equal monthly payments. The monthly payment for the Class 3 secured claim, including interest at 12% per annum, totals $22.60. Payments will start no later than 30 days after the effective date. Class 4 secured claim in the amount of $847.40 is held by Karan and Pratibha Garewal, who will receive 60 equal monthly payments with interest commencing no later than 30 days after the effective date. The monthly payment, including interest at 12% per annum, totals $18.84. Class 5, which consists of claims for all other creditors, will be paid in cash and in an amount equal to 50% of the allowed claims. These claims, which total approximately $175, will be paid in a lump sum on the effective date. Meanwhile, Potter House stockholders will retain 100% of their ownership interest in the reorganized company but will not receive any dividends or payments under the plan. The funds necessary for the payment of claims will be generated from revenues received in the ordinary course of the company's business. Distributions to creditors in all classes will require a monthly reserve of approximately $1,500 over the life of the plan, according to Potter House's disclosure statement filed on May 16. A copy of the disclosure statement is available for free at https://is.gd/r5xRQA About The Potter House The Potter House, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-36948) on November 16, 2016. The Debtor estimated assets and liabilities of less than $1 million. Thomas Genova, Esq., at Genova & Malin represents the Debtor as bankruptcy counsel. No creditors' committee has been appointed in the case. PRIME METALS: Wants Plan Exclusivity Period Moved to Oct. 27 ------------------------------------------------------------ Prime Metals & Alloys, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend by 120 days to Oct. 27, 2017, the deadline within which the Debtor has the exclusive right to file a plan of reorganization; and extend until Dec. 29, 2017, the exclusive period to solicit acceptance on the plan. The Plan Exclusivity Period is currently slated to expire June 30, 2017. The exclusive solicitation period is set to expire in this case on Aug. 29, 2017. The Debtor says the extension of the Exclusivity Periods will allow both the bar dates and Sec. 503(b)(9) claims process to pass, providing the Debtor time to assess all creditors in this case and generate an inclusive plan addressing all claims. An extension of the Exclusivity Periods will allow (i) the Court to determine the results of the Sale Hearing, and (ii) the Debtor to close on the potential sale to the successful bidder, the Debtor states. Treatment of the Debtor's creditors and future of the Debtor's business will be determined by the outcome of the sale hearing. The Debtor continues to work in good faith and remains focused on facilitating a successful sale of the business to reorganize. Additionally, recent monthly financial reports show that the Debtor is operating profitably. By court order dated April 5, 2017, the Court approved the Debtor's bid procedures and set these deadlines in connection with the sale of the Debtor's assets: (i) the hearing on the sale motion will be held July 13, 2017, at 10:00 a.m.; (ii) objections to the sale motion must be filed on or before July 6, 2017; and (iii) the bid deadline is June 30, 2017. About Prime Metals & Alloys Prime Metals & Alloys, Inc., began as a scrap-trading company and has grown to manufacturing and providing alloys, ingots, specialty scrap materials and customized scrap blends. The company employs 68 men and women. Prime Metals & Alloys sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 17-70164) on March 2, 2017, estimating assets of $1 million to $10 million and $10 million to $50 million in debt. The petition was signed by Richard Knupp, president. Judge Jeffery A. Deller is assigned to the case. The Debtor tapped Kirk B. Burkley, Esq., Allison L. Carr, Esq., and Daniel R. Schimizzi, Esq., at Bernstein-Burkley, P.C., as counsel. H2R CPA LLC serves as the Debtor's accountant. PROGRESSIVE ACUTE: Cash Collateral Access Extended to July 11 ------------------------------------------------------------- The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana has entered a ninth consent order authorizing Progressive Acute Care LLC, et al., to use the cash collateral on an interim basis, nunc pro tunc as of May 31, 2016, through and including the earliest to occur of: (a) the payment in full or refinance of all of the Debtors obligations under the loan documents in their entirety, (b) the occurrence of a termination event, or (c) July 11, 2017. The final hearing to consider approval of the Debtors' request to use cash collateral was previously scheduled to be held on May 16, 2017, was converted by agreement of the parties to a ninth hearing on interim relief. The final hearing now will be held on July 11, 2017, at 10:00 a.m. CDT. Any objections to the cash collateral use must be filed by July 5, 2017. The Debtors requested to use any cash or cash proceeds which are subject to the liens and security interests of Business First Bank pursuant to, among other things, a Business Loan Agreement between Business First and the Debtors dated April 30, 2013, as amended. In addition to all existing security interests and liens granted to or for the benefit of Business First in and upon the Debtors prepetition property, as adequate protection, Business First has been and continues to be granted, pursuant to Section 361(2) of the U.S. Bankruptcy Code, perfected liens and security interests on the Debtors post-petition properties of the kind and nature that Business First holds in the Debtors prepetition property, to the extent Business First does not already have the same, in the same priority as Business First held in the Debtors prepetition property. The replacement liens and securities granted to Business First by the prior interim court orders and continued by the ninth interim court order (i) will attach and become valid, enforceable and fully perfected without any action by the Debtors or Business First, and no filing or recordation or other act that otherwise may be required under federal or state law in any jurisdiction shall be necessary to create or perfect the liens and security interests, and (ii) will be senior in rank and priority to any and all other liens on the Replacement Collateral other than valid, perfected and enforceable liens existing on the Petition Date, if any, which are senior to the Liens on such property in favor of Business First. A copy of the court order is available at: http://bankrupt.com/misc/lawb16-50740-521.pdf About Progressive Acute Care Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute Care Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May 31, 2016. The petitions were signed by Daniel Rissing, CEO. The cases are assigned to Judge Robert Summerhays. Steffes, Vingiello & McKenzie, LLC, is serving as bankruptcy counsel to the Debtors, with the engagement led by Barbara B. Parsons, Esq., Catherine Noel Steffes, Esq., and William E. Steffes, Esq. Jack M. Stolier, Esq., at Sullivan Stolier, LC, is serving as the Debtors' special counsel. The Debtors also tapped Solic Capital Advisors, LLC, as their Financial Advisor; King, Reinsch, Prosser & Co., L.L.P., as certified public accountants; and TFG Consulting, LLC, as accountant and consultant. Progressive Acute Care estimated assets and debts at $10 million to $50 million at the time of the filing. Henry Hobbs, Jr., acting U.S. Trustee for Region 5, on June 21, 2016, appointed three creditors to serve on the Committee. The Acting U.S. Trustee, on Dec. 20, has added two more members to the Creditors' Committee. Sills Cummis & Gross P.C., is serving as the Committee's legal counsel, and Kean Miller LLP is co-counsel. PUERTO RICO: Bankruptcy Judge Freezes $17-Bil. in Bond Payments --------------------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy, reported that U.S. District Judge Laura Taylor Swain in Manhattan ordered a freeze on all disbursements, including $17 billion in sales-tax bond payments, until she decides how money should be divided among feuding creditors. According to the report, Judge Swain's ruling means that a $16.3 million Cofina bond payment due will instead be placed into escrow until she decides "who is rightfully entitled to it." Subsequent monthly payments will also be escrowed, the judge said, the report said. The Journal pointed out that the decision marks a victory for Bank of New York Mellon Corp., the bond trustee caught between competing demands from hedge funds, mutual funds and bond insurers about which Cofina bonds, if any, should be paid out of roughly $400 million in available sales-tax money. It is also a win for creditors holding general obligation bonds who are vying with Cofina bondholders for priority in the unprecedented bankruptcy, the report related. Judge Swain cited the general obligation bondholders' claims against Cofina as a reason to hold back the payment, saying they demonstrated the conflicting theories surrounding the proper distribution of the funds, the report said. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts has named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. PUERTO RICO: Unions Say Active Employees Should Have Own Committee ------------------------------------------------------------------ The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") and Service Employees International Union ("SEIU") said they have no objection to, and indeed welcome, the appointment of an official retiree committee in the Commonwealth of Puerto Rico's PROMESA Title III cases, and are in solidarity with public-sector retirees in Puerto Rico, in their struggle for preservation of their hard-earned retirement benefits. However, the Unions believe that the official retiree committee should represent the interests of retirees only, and that the interests of the many tens of thousands of individuals who are still actively employed by the Commonwealth or other Puerto Rico public-sector instrumentalities should be represented by a separate official employee committee. A group called the Ad Hoc Committee for the Protection of Accrued Retirement Benefits of Puerto Rico's Public Employees and Retirees in early May 2017 filed a motion asking the U.S. District Court for the Commonwealth of Puerto Rico for entry of an order directing the appointment of an official retiree committee with respect to the interests of Puerto Rico's public employees and retirees as holders of accrued pension and other retirement benefits. The Ad Hoc Retiree Committee wants the District Court to enter an order specifically appointing its members to serve as the members of the Official Retiree Committee. Guy G. Gebhardt, Acting United States Trustee for Region 21, has announced that he intends to solicit for and appoint three official committees in the Title III cases, namely a committee of general unsecured creditors in the Commonwealth's case, a committee of retirees in the Commonwealth's case; and a committee of general unsecured creditors in COFINA's case (recognizing there may be an insufficient number of unsecured creditors qualified or willing to serve). In its Motion, the Ad Hoc Retiree Committee asks that the Court issue an order directing the appointment of an official retiree committee with respect to the interests of Puerto Rico's "Retirees." The Motion defines "Retirees," however, to include not only individuals who are already retired but also the many tens of thousands of active public-sector employees in Puerto Rico who have accrued pension or other retirement benefits. UAW and SEIU do not dispute that adequate representation of those already retired requires the appointment of an official retiree committee. Absent appointment of such a committee, retirees may go unrepresented, and have no institutional voice in these reorganization proceedings. However, the Unions aver that the Court should not vest the official retiree committee with authority to represent the interests of both Puerto Rico's public-sector retirees and its public-sector active employees. Rather, SEIU and UAW submit, Puerto Rico's public-sector employees should be represented by a separate Section 1102 committee, with membership to include SEIU, UAW and other labor organizations willing to serve as representatives of the active employees affected by the reorganization proceedings. "An official retiree committee vested with the authority to represent the interests of active employees would deny the active employees adequate representation. The interests of active employees may diverge in significant ways from those of retirees. Retirees have a primary, if not exclusive, interest in protecting their accrued pension and other retirement benefits. Active employees who have accrued pension and other retirement benefits share that concern, but they have additional important interests: a job security interest in seeing that available resources go to jobs and job opportunities and interests in decent pay, sufficient work hours, non-retirement benefits, and fairness with respect to other terms and conditions of employment," counsel to the Unions, Peter D. DeChiara, Esq., at Cohen, Weiss And Simon LLP, explains. "Even regarding accrued retirement benefits, retirees and active employees may differ in their degree of interest. Because retirees tend to rely heavily, if not entirely, on their retirement benefits, their degree of interest in those benefits exceeds that of active employees. Active employees share with their retired sisters and brothers a sense of solidarity and justice regarding the need for secure retirement benefits, but active employees also have a strong interest in a secure income stream from present and future wages and benefits. Here, the degree of interest in accrued retirement benefits between active employees and retirees may vary if future pension payments are made from the Government's general funds, which currently finance the employment of active employees. Finally, employees -- unlike retirees -- may have future opportunities, over the remainder of their careers, to earn other retirement income or savings." SEIU members employed by the Government of the Commonwealth of Puerto Rico ("Government") belong to one of two SEIU local unions: SEIU Local 1996/Sindicato Puertorriqueño de Trabajadores y Trabajadoras ("SPT"), and SEIU Local 1199/Unión General de Trabajadores ("UGT"). The two locals represent a total of approximately 27,000 employees, of whom approximately 16,000 work for the Government. Some of those who work for entities other than the Government, such as the SPT-represented employees who work for the City of San Juan and the UGT-represented employees who work for the Puerto Rico Medical Center, nonetheless participate in the Employees Retirement System of the Government of the Commonwealth of Puerto Rico ("ERS"), and many of the entities for which they work depend on funding from the Government. UAW members employed by the Government belong to one of eight different UAW locals, the largest of which are UAW Local 2396, which represents school cafeteria employees, and UAW Local 2373, which represents employees of the Commonwealth's Treasury Department. The eight UAW locals together represent approximately 6,800 Government employees. A ninth UAW local, Local 1850, represents credit union employees employed under private-sector labor law but who nonetheless participate in the ERS. Attorneys for United Auto Workers, International Union and Service Employees International Union: Thomas N. Ciantra Peter D. DeChiara Hiram M. Arnaud COHEN, WEISS AND SIMON LLP 330 West 42nd Street New York, New York 10036-6976 Tel.: (212) 563-4100 Fax: (646) 473-8216 E-mail: tciantra@cwsny.com pdechiara@cwsny.com harnaud@cwsny.com - and - Miguel Simonet Sierra MONSERRATE SIMONET & GIERBOLINI 101 San Patricio Ave., Suite 1120 Guaynabo, PR 00968 Tel.: (787) 620-5300 Fax: (787) 620-5305 E-mail: msimonet@msglawpr.com About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts has named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. RMS TITANIC: Reaches Deal with Committees on November Auction ------------------------------------------------------------- After spending six months negotiating a reorganization plan with stakeholders, RMS Titanic, Inc., et al., said that they will pursue a sale of all interests and/or assets, including their artifact collection, at an auction not later than Nov. 20, and seek confirmation of a "complete sale plan" that's being supported by the statutory committees of unsecured creditors and equity holders. According to the Plan Support Agreement, the Debtors with the consent of the statutory committees will conduct a process to market and sell: (a) the common shares in RMST or the entire artifact collection held by RMST, and (b) the operations of PRXI and its subsidiaries with the continued licensing rights for existing operations. The marketing process will be conducted by the Debtors' financial advisors, Glass Ratner Advisory & Capital LLC, and the financial advisors to the committees, Lincoln International LLC. The Debtors will file a Chapter 11 plan and disclosure statement not later than 3 weeks after the designation of one or more stalking horse bidders in connection with a sale transaction. In a motion filed May 18, 2017, the Debtors are asking the U.S. Bankruptcy Court for the Middle District of Florida for an order authorizing them, the Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders to enter into and perform their respective obligations under the Plan Support Agreement. Pursuant to the PSA, the parties have agreed to support a transaction for the sale of substantially all of the interests in and/or assets of the Debtors. The PSA and underlying Complete Sale Term Sheet provide (1) specific terms of the Complete Sale Plan to be proposed, (2) a time frame for the Debtors to pursue the Complete Sale Plan, and (3) a prohibition on the Supporting Committees, during the Plan Support Period, from proposing or supporting a competing plan. The Debtors are not asking at this time that the Court to approve any aspect of the Complete Sale Plan contemplated by the PSA. Any party raises factual or legal issues as to whether the Complete Sale Plan contemplated by the PSA can or should be confirmed, the consideration of such issues is premature and should be litigated, if necessary, in connection with the confirmation of the Complete Sale Plan. Negotiation of PSA For several months, the Debtors, with the assistance of their retained professionals, have engaged in extensive negotiations with the legal and financial advisors to the Supporting Committees regarding a consensual resolution to the Chapter 11 Cases. As a result of these lengthy negotiations, subject to Bankruptcy Court approval, the Supporting Committees have agreed to support a transaction for the sale of substantially all of the interests in and/or assets of the Debtors pursuant to, and in accordance with, the terms and conditions of the PSA, the Complete Sale Term Sheet and a Complete Sale Plan. Ultimately, on May 18, 2017, the Debtors and Supporting Committees entered into the PSA which -- along with the Complete Sale Term Sheet annexed thereto -- among other things, lays out a process for the marketing and sale the Debtors and/or their assets and a framework for the formulation of a Complete Sale Plan. The PSA provides for these terms: * Milestones The following deadlines are established by the PSA. In the event that the Debtors fail to meet such deadlines, the Supporting Committees may terminate the PSA: (a) The Debtors and their professionals shall prepare marketing materials for use in connection with the Marketing Process, which materials will be subject to the review and approval of the Supporting Committees and their professionals, on or prior to May 19, 2017; (b) Following approval of such materials, the Debtors' and Supporting Committees' financial advisors will commence the Marketing Process, which process shall establish a deadline of July 21, 2017 for interested parties to submit letters of intent (each, a "LOI") to the Debtors (the "LOI Deadline"). On receipt of any LOI, the Debtors will provide copies to the Supporting Committees and their professionals; (c) On expiration of the LOI Deadline, the Debtors and Supporting Committees will evaluate any LOIs received, and no later than seven calendar days from the LOI Deadline, the Debtors and Supporting Committees shall select candidates for management visits and further negotiations; (d) On or prior to the later of September 25, 2017, or two weeks following the LOI Deadline (the "Stalking Horse Designation Deadline"), the Debtors will, with the consent of the Supporting Committees (such consent not to be unreasonably withheld), designate one or more Stalking Horse Bidders committed to purchase interests in and/or assets of the Debtors, negotiate and enter into one or more Asset Purchase Agreements for such interests and/or assets of the Debtors with any designated Stalking Horse Bidders, and file a Sale Motion; (e) On or prior to the later of Oct. 23, 2017, or four weeks from the filing of the Sale Motion, the Company shall obtain entry of the Sale Procedures Order; (f) In the event that the Auction is to be conducted, such Auction will occur on or prior to the later Nov. 20, 2017, or five weeks from the entry of the Sale Procedures Order; (g) On or prior to the later of October 20, 2017, or three weeks from the Stalking Horse Designation Deadline, the Company will file the Complete Sale Plan and Complete Sale Disclosure Statement (providing, among other things, for the consummation of the sale of substantially all of the interests in and assets of the Debtors through the Complete Sale Plan); (h) On or prior to the later of Oct. 27, 2017, or five business days from the filing of the Complete Sale Plan and Complete Sale Disclosure Statement, the Company will file a motion for approval of the Complete Sale Disclosure Statement; (i) On or prior to the later of Dec. 7, 2017, or six weeks from the filing of the Complete Sale Plan and Complete Sale Disclosure Statement, the Company will obtain entry of an order approving the Complete Sale Disclosure Statement; (j) On or prior to the later of January 12, 2018, or seven weeks from the hearing on the Complete Sale Disclosure Statement, the Company will obtain entry of the Confirmation Order confirming the Complete Sale Plan; (k) On or prior to the later of Jan. 26, 2018 or 13 business days from the entry of the Confirmation Order confirming the Complete Sale Plan, all conditions precedent to the Effective Date of the Complete Sale Plan (with the exception of an order of the Eastern District of Virginia approving the sale to a Winning Bidder of any portion of the artifact collection held by RMST over which the Eastern District of Virginia has jurisdiction) will have occurred. * Commitments Regarding Complete Sale Transaction and Complete Sale Plan A. Supporting Committees: Among other things, each Supporting Committee agrees to support a Complete Sale Plan that is consistent with the PSA, including by not soliciting the termination of the Debtor's exclusive period to file a plan of reorganization and by not taking any action inconsistent with the Complete Sale Term Sheet, a Complete Sale Plan or the Plan Documents or that might prevent the consummation of the Complete Sale Transaction. B. Debtors: The Debtors have committed to, among other things: (a) use commercially reasonable efforts to obtain orders approving the PSA and the Complete Sale Disclosure Statement (the "Disclosure Statement Order"), and an order confirming the Complete Sale Plan (the "Confirmation Order"); (b) take the necessary actions to consummate the Complete Sale Transaction; (c) effectuate the Complete Sale Transaction within the timeframe provided in the PSA; and (d) not take any action materially inconsistent with or likely to interfere with acceptance or implementation of the Complete Sale Transaction and the Complete Sale Plan. * Termination A. Supporting Committees Termination Events: (i) the failure to meet any Milestone; (ii) the failure by the Debtors to comply with the provisions of Sections 5(a) or 5(b) of the PSA; provided, however, that Supporting Committees will provide the Company with notice of such breach and provide the Company with five business days to cure such breach (only if such breach is susceptible to cure); (iii) any representation made by the Debtors in the PSA proves to have been materially incorrect on the Plan Support Effective Date (or such other applicable date with respect to a representation expressly made as to a period of time other than the Plan Support Effective Date); (iv) the issuance by any required governmental, regulatory or licensing authority, or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion (v) the Bankruptcy Court grants relief that is materially inconsistent with the PSA or the Complete Sale Term Sheet in any material respect; (vi) the Bankruptcy Court enters an order modifying or terminating the Debtors' exclusive right to file and/or solicit acceptances of a plan of reorganization or liquidation; (vii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in Section 362 of the Bankruptcy Code) with regard to any assets of the Debtors having an aggregate fair market value in excess of $1,000,000; (viii) the Bankruptcy Court enters an order authorizing or directing the assumption or rejection of a material Executory Contract or Unexpired Lease other than in accordance with the Complete Sale Term Sheets or any Plan or as otherwise approved in writing by Supporting Committees; (ix) a Complete Sale Plan is amended or otherwise modified so as to be materially inconsistent with the PSA or the Complete Sale Term Sheet; (x) the Bankruptcy Court enters an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing the Chapter 11 Cases; (xi) the failure to satisfy any of the conditions to effectiveness set forth in a Complete Sale Plan by the deadlines set forth in such Complete Sale Plan, except as such conditions may be waived by the Parties; (xii) the Chapter 11 Cases are involuntarily dismissed; (xiii) or as the Supporting Committees determine they are required pursuant to Section 22 of the PSA. B. Debtors Termination Events (i) the breach of any of the representations, warranties or covenants of the Supporting Committees set forth in the PSA that would reasonably be expected to have a material adverse impact on the Debtors or the consummation of the Complete Sale Transaction, that remains uncured for a period of five business days after receipt by such Supporting Committee of notice and description of such breach; provided, however, that neither an objection filed in the Chapter 11 Cases by either of the Supporting Committees to a party selected by the Debtors as a Winning Bidder or the terms of a winning bid, nor the resolution of such objection, shall be a breach of the Supporting Committees' obligations or covenants under the PSA or permit the Debtors to terminate the PSA and their obligations thereunder; (ii) the issuance by any required governmental, regulatory or licensing authority, or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Complete Sale Transaction; (iii) except as a result of the action or inaction of the Debtors or as would not otherwise constitute a breach of the Debtors under the PSA, Confirmation has not occurred by the dates set forth in Section 3 of the PSA; (iv) except as a result of the action or inaction of the Debtors or as would not otherwise constitute a breach of the Debtors under the PSA, the Bankruptcy Court enters an order modifying or terminating the Debtors' exclusive right to file and/or solicit acceptances of a plan of reorganization or liquidation; (v) except at the request of the Debtors, the Bankruptcy Court enters an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing the Chapter 11 Cases; (vi) except at the request of the Debtors, the Chapter 11 Cases are involuntarily dismissed; (vii) or as the Debtors determine it is required pursuant to Section 22 of the PSA. * Mutual Termination The PSA and the obligations of all Parties thereunder, may be terminated at any time by mutual agreement in writing among the Creditors' Committee, the Equity Committee and the Debtors. * Effect of Termination Upon the termination of the PSA in accordance with Section 6, and except as provided in Section 15 therein, the PSA shall forthwith become void and of no further force or effect and each Party shall, except as provided otherwise in the PSA, be immediately released from its liabilities, obligations, commitments, undertakings and agreements under or related to the PSA and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Complete Sale Transaction or otherwise, that it would have been entitled to take had it not entered into the PSA, including all rights and remedies that would have been available to it under applicable law; provided, however, that in the event only one of the Supporting Committees terminates the PSA in accordance with Section 6, then the PSA shall only be null, void and of no further force and effect as to such terminating Supporting Committee and the PSA will survive and remain in full force and effect with the respect to the other Supporting Committee and the Debtors; provided, further, that in no event shall any such termination relieve a Party hereto from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination; provided, further, that except as set forth in Section 13 thereof, the breach of the PSA by one or more Parties shall not create any rights or remedies against any non-breaching Party. Any Supporting Committee that terminates this Agreement in accordance with Section 6 may revoke its support for a Complete Sale Plan. The Supporting Committees shall have no liability to the Debtors or to each other in respect of any termination of the PSA in accordance with the terms of Section 6. * Specific Performance It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of the PSA by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations under the PSA. * Fiduciary Duties Notwithstanding anything to the contrary in the PSA, nothing in the PSA shall require (i) the Debtors or any board of directors, board of managers, directors, managers, officers or any other fiduciary of the Debtors (in such person's capacity as a director or officer of the Debtors) or (ii) either Supporting Committee or any of its members, to take any action, or to refrain from taking any action, to the extent required, in the opinion of counsel, to comply with its or their fiduciary obligations under applicable law, including consideration of any offer for the interests in and/or assets of the Debtors, or any alternative restructuring transaction, that maximizes a return for their respective stakeholders in these Chapter 11 Cases for whom each of the Parties serves as a fiduciary. The Debtors believe that the contemplated Complete Sale Plan will maximize value for all of the Debtors' creditors (including unsecured creditors) and equity holders. Notwithstanding the parties' agreement to pursue a transaction consistent with the PSA, in addition to the various default and termination events set forth in the PSA, Section 22 of the PSA contains a "fiduciary out" that will permit the Debtors or Supporting Committees, under appropriate circumstances, to terminate the PSA without penalty and pursue an alternative plan that maximizes value of the Debtors' estates. A copy of the PSA is available at: http://bankrupt.com/misc/RMS_Titanic_587_RSA.pdf About RMS Titanic, Inc. Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier --http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES...The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Chapter 11 cases are assigned to Judge Paul M. Glenn. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors are represented by Daniel F. Blanks, Esq. and Lee D. Wedekind, III, Esq. at Nelson Mullins Riley & Scarborough LLP. The Debtors employ Brian A. Wainger, Esq. at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq. at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq. at Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel; Oscar N. Pinkas, Esq. at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. On August 24, 2016, the United States Trustee appointed an official committee of unsecured creditors, as well as an official committee of equity security holders. The Creditors Committee consists of TSX Operating Co., LLC, Dallian Hoffen Biotechnique Co., Ltd., and B.E. Capital Management Fund, LP. The Equity Committee consists of Jonathan Heller, Lawndale Capital Management LLC, Ian Jacobs, ACK Investments, LLC, and Frank Gerber. The Creditors Committee retained Avery Samet, Esq. and Jeffrey Chubak, Esq. at Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A. Heekin, Jr., Esq. at Thames Markey & Heekin, P.A. as counsel. The Equity Committee retained Peter J. Gurfein, Esq. at Landau Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq. and Katherine C. Fackler, Esq. at Akerman LLP as Co-Counsel; and Teneo Securities LLC as financial advisor. RUBY TUESDAY: Inks New $20 Million Credit Facility with UBS AG -------------------------------------------------------------- Ruby Tuesday, Inc., entered into a $20.0 million 364-day senior secured revolving credit agreement with UBS AG, Stamford Branch, to replace its previously-disclosed four-year revolving credit agreement with Bank of America, N.A., as Administrative Agent; Wells Fargo, National Association; and Regions Bank, as amended, restated or otherwise modified up to and including Jan. 31, 2017. Among other things, the New Credit Facility replaces the Prior Credit Facility, which was paid off in full on May 26, 2017. The New Credit Facility is extended to the Company on substantially the same terms as the Prior Credit Facility. The New Credit Facility is secured substantially by mortgages over certain of the Company's real estate assets, and substantially all of the Company's personal property, including equity interests in certain of its subsidiaries. The New Credit Facility increases the flexibility of the Debt to EBITDAR ratio compared to the Prior Credit Facility, from 4.65:1.00 to 5.00:1.00 and reduces the permitted indebtedness under its senior notes from $350.0 million to $212.5 million. Although the total commitment amount of $20.0 million under the New Credit Facility has been reduced from $30.0 million under the Prior Credit Facility, the $15.0 million sublimit for standby letters of credit remains unchanged. Under the terms of the New Credit Facility, interest rates charged on borrowings can vary depending on the interest rate option the Company chooses to utilize. Its options for the rate are a Base Rate or LIBOR plus, in either case, an applicable margin, provided that the rate will not be less than zero. The Base Rate is defined as the highest of the issuing bank's prime rate, the Federal Funds rate plus 0.50%, or the Adjusted LIBO Rate (as defined in the New Credit Facility) plus 1.0%. The applicable margin for the LIBO-based option is a 4.00% and for the Base Rate option is a 3.00%. The Company pays commitment fees quarterly of 0.50% on the unused portion of the New Credit Facility. The New Credit Facility is effective as of May 26, 2017. As of May 26, 2017, the Company has no amounts drawn under the revolving loan commitment under the Senior Credit Facility, and has $10.9 million drawn under standby letters of credit under the New Credit Facility. Mortgage Loan Modification Ruby Tuesday Inc. entered into a loan modification amendment relating to certain of its mortgage loan obligations with First Tennessee Bank, N.A., as lender. The Company previously entered into a waiver with First Tennessee on Jan. 31, 2017, pursuant to which First Tennessee granted the Company a permanent waiver relating to the FTN Loan Documents Event of Default relating to the Prior Credit Facility. Under the FTN Mortgage Loan Modification, First Tennessee has granted the Company a limited waiver of any default or events of default under the FTN Loan Documents solely relating the Company's execution and performance under the New Credit Facility, including any incurrence of debt thereunder, and the guaranty and security interest grants made under the New Credit Facility and related security documentation. As of May 26, 2017, the Company had $4.8 million in mortgage loan obligations outstanding under the FTN Loan Documents. Ruby Tuesday Ruby Tuesday, Inc. owns, operates, and franchises the Ruby Tuesday casual dining restaurant chain and operates in the bar and grill segment of the casual dining industry. As of May 31, 2016, the Company owned and operated 646, and franchised 78, Ruby Tuesday restaurants. Of the 78 franchised Ruby Tuesday restaurants, 27 were operated by the Company's domestic franchisees and 51 were operated by its international franchisees. Ruby Tuesday restaurants can be found in 44 states, 14 foreign countries, and Guam. The Company's Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest of the United States, which the Company considers to be its core markets. Ruby Tuesday incurred a net loss of $50.68 million for the year ended May 31, 2016, following to a net loss of $3.19 million for the year ended June 2, 2015. As of Feb. 28, 2017, Ruby Tuesday had $742.81 million in total assets, $428.41 million in total liabilities and $314.39 million in total shareholders' equity. * * * As reported by the TCR on April 18, 2017, S&P Global Ratings lowered its corporate credit rating on the Maryville, Tenn.-based restaurant Ruby Tuesday Inc. to 'CCC+' from 'B-'. The outlook is negative. "The downgrade reflects our view of uncertainty regarding the company's ability to meaningfully improve earnings growth that can support what we currently see as an unsustainable capital structure. While liquidity is also tightening, we do not currently envision a specific default scenario in the next 12 months, as the company does not face any significant debt maturities within the next year," said credit analyst Mathew Christy. RUPARI HOLDING: Carl Buddig Wins Auction with $26-Mil. Bid ---------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that a court-supervised auction for Rupari Food Services Inc.'s business was cancalled after no other interested party challenged Carl Buddig and Co.'s $26 million bid. According to the report, a hearing is set for June 6, 2017, for the bankruptcy court in Delaware to give final approval of the deal. The report related that court papers say Carl Buddig's $26 million offer is subject to several conditions and potential adjustments. About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 20, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rupari Holding Corp. The Committee tapped Lowenstein Sandler LLP as lead bankruptcy counsel, Whiteford Taylor & Preston LLC, as Delaware counsel, and CohnReznick LLP and CohnReznick Capital Market Securities, LLC, as its financial advisor and investment banker. SEARCHMETRICS INC: Hires SSG Advisors as Financial Advisor ---------------------------------------------------------- Searchmetrics Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ SSG Advisors, LLC as financial advisor and valuation expert to the Debtor, nunc pro tunc to May 8, 2017. The Debtor requires SSG to: a. review and analyze the Company's historical financial information (including, but not limited to, income statements, balance sheets, cash flow statements, appraisals, etc.) and financial projections; b. if requested by the Company, prepare valuation report and provide expert testimony in support thereof; and c. if requested -- and upon the parties' agreement on a separate Sale Fee -- coordinate the sale process, which may include preparin an information memorandum, compiling an electronic data room, developing a list of potential buyers, coordinating the execution of confidentiality agreements with potential buyers, coordinating due diligence for potential buyers, soliciting and negotiating offers, advising and assisting the Company in structuring a transaction and negotiating the transaction documents, and working with the Company and its attorneys through closing on a best efforts basis. The Debtors have agreed to pay SSG the proposed compensation and expense reimbursements in the Engagement Letter: a. An initial fee of $25,000.00 is due upon the execution of the Engagement Agreement. b. If a valuation report is requested by the Company, upon delivery of the valuation report to the Company, the Company shall pay SSG a fee, payable in cash, in federal funds via wire transfer or certified check, equal to $100,000.00. c. The Company agrees to reimburse SSG monthly for all of SSG's reasonable out-of-pocket expenses, incurred in connection with the subject matter of the Engagement Agreement, including, but not limited to travel expenses. J. Scott Victor, managing director at SSG Advisors, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. SSG may be reached at: J. Scott Victor SSG Advisors, LLC Five Tower Bridge, Suite 420 300 Barr Harbor Drive West Conshohocken, PA 19428 Phone: (610) 940-1094 Fax: (610) 940-3875 About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the Debtor's assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher S. Sontchi presides over the case. The Debtor hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel and DLA Piper LLP (US) as litigation counsel. Wayne Weitz, managing director of EisnerAmper's Bankruptcy and Restructuring Group, serves as chief restructuring officer. He signed the bankruptcy petition. SEARS HOLDINGS: Reports $244 Million Net Income for First Quarter ----------------------------------------------------------------- Sears Holdings Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to Holdings' shareholders of $244 million on $4.30 billion of revenues for the 13 weeks ended April 29, 2017, compared to a net loss attributable to Holdings' shareholders of $471 million on $5.39 billion of revenues for the 13 weeks ended April 30, 2016. As of April 29, 2017, Sears Holdings had $9.07 billion in total assets, $12.59 billion in total liabilities and a total deficit of $3.52 billion. Edward S. Lampert, Holdings' chairman and chief executive officer, said, "While this was certainly a challenging quarter for our Company, it was also one that clearly demonstrated our commitment to return Sears Holdings to solid financial footing. We recognize that we need to accelerate our efforts to improve our operational performance and are moving decisively with our $1.25 billion restructuring program." Highlights since the beginning of the first quarter include: * Delivered significant progress on the Company's strategic restructuring program, with $700 million in annualized cost savings already actioned to date, and announced incremental actions to increase the Company's annualized cost savings target to $1.25 billion from $1.0 billion; * Paydown of approximately $418 million of term loans outstanding under its revolving credit facility; * Entered into an agreement with Metropolitan Life Insurance Company ("MLIC") to annuitize $515 million of pension liability, which serves to reduce the overall size of the Company's pension plan, reduce future cost volatility and reduce future plan administrative expenses; * Reached an agreement to extend the maturity of $400 million of the Company's $500 million 2016 Secured Loan Facility from July 2017 to January 2018, with the option to extend further to July 2018; * Expanded the Company's Shop Your Way VIP program to reward its members based on spend and frequency, which has resulted in over a 50% increase in the number of VIP members in the first quarter, compared to the same period last year; * Opened the first DieHard Auto Center in San Antonio, Texas, with an innovative store format that offers state-of-the-art technology and services, that, combined with its experienced associates, can help today's drivers make the right choices for their vehicle's needs; and * Named a 2017 ENERGY STAR Partner of the Year-Sustained Excellence Award winner for continued leadership in protecting its environment through superior energy efficiency achievements. Mr. Lampert added, "We remain focused on driving the growth of our Shop Your Way ecosystem and are pleased with the traction we gained with our VIP membership base, which more than doubled in the last year." Rob Riecker, Holdings' chief financial officer, said, "During the first quarter we took decisive actions to reduce our cost base and drive operational efficiencies which allowed us to make significant progress on our restructuring program. We also remained focused on increasing our financial flexibility and creating value from our asset base to ensure we continue to meet our financial obligations and fund our transformation. We will continue to evaluate our options to deliver further improvements to our operational performance and balances. For the quarter ended April 29, 2017, the Company generated revenues of $4.3 billion compared to revenues of $5.4 billion for the quarter ended April 30, 2016. The year-over-year decline in revenues was primarily driven by having fewer Kmart and Sears Full-line stores in operation, which accounted for $557 million of the decline, as well as an 11.9% decline in comparable store sales during the quarter, which accounted for $417 million of the decline. At Kmart, comparable store sales decreased 11.2% during the first quarter of 2017, primarily driven by declines in the grocery & household, pharmacy, apparel and home categories. Sears Domestic comparable store sales decreased 12.4% during the quarter, primarily driven by decreases in the home appliances, apparel and lawn & garden categories. During the first quarter, gross margin decreased $247 million compared to the prior year first quarter due to the above noted decline in sales, as well as a decline in its gross margin rate in both the Kmart and Sears Domestic segments, which was largely attributed to a decrease in occupancy leverage. Excluding significant items noted in the Company's Adjusted Earnings Per Share tables, the decline in Kmart segment margin was primarily driven by declines in the Company's apparel and grocery & household categories, while the decline at Sears Domestic was primarily driven by declines in the home appliances, footwear and tools categories. Both formats experienced an increase in promotional markdowns due to competitive pressures in the retail environment. Selling and administrative expenses decreased $236 million in the first quarter of 2017 compared to the prior year quarter driven by the strategic actions the Company has taken to improve the Copany's operational efficiency and reduce its costs. Excluding significant items noted in its Adjusted Earnings Per Share tables, selling and administrative expenses declined $250 million, primarily due to a decrease in payroll expense. In addition, advertising expense declined as we shifted away from traditional advertising to the use of Shop Your Way points awarded to members, the expense for which is included in gross margin. Financial Position The Company's total cash balances were $264 million at April 29, 2017, compared with $286 million at Jan. 28, 2017. Short-term borrowings totaled $551 million at the end of the first quarter of 2017, consisting of $536 million of revolver borrowings and $15 million of commercial paper outstanding. Merchandise inventories were $3.9 billion at April 29, 2017, compared to $5.0 billion at April 30, 2016, while merchandise payables were $961 million and $1.3 billion at April 29, 2017, and April 30, 2016, respectively. At April 29, 2017, the Company had utilized approximately $1.0 billion of its $1.5 billion revolving credit facility due in 2020, consisting of $536 million of borrowings and $477 million of letters of credit outstanding. The amount available to borrow under its credit facility was approximately $70 million, which reflects the effect of the Company's springing fixed charge coverage ratio covenant and the borrowing base limitation in our revolving credit facility, which varies primarily based on our overall inventory and receivables balances. Total long-term debt (including current portion of long-term debt and capital lease obligations) was $3.7 billion and $4.2 billion at April 29, 2017, and Jan. 28, 2017, respectively. The Company had total liquidity and liquid assets of $3.7 billion at April 29, 2017, compared to $3.6 billion at Jan. 28, 2017. Update on Restructuring Program Initiatives and Liquidity Actions In April 2017, the Company provided an update to its restructuring program, including increasing its annualized cost savings target to $1.25 billion. The initiatives being taken to realize the Company's cost savings target include: the closure of under-performing stores, including the previously announced closure of 150 non-profitable stores, which has been completed; the closure of 92 under-performing pharmacy operations in certain Kmart stores and the closure of 50 Sears Auto Center locations, simplification of the organizational structure of Sears Holdings through consolidation of the leadership of retail operations for Sears and Kmart and elimination of certain senior management roles; and a comprehensive review of the Company's value chain to identify broader opportunities for competitively priced products that drive operational efficiencies. On May 15, 2017, the Company entered into an agreement to annuitize $515 million of pension liability with MLIC, under which MLIC will pay future pension benefit payments to approximately 51,000 retirees. This action is expected to have an immaterial impact on the funded status of the Company's total pension obligations, but will serve to reduce the size of the Company's combined pension plan, reduce future cost volatility, and reduce future plan administrative expenses. In addition, the Company recently reached an agreement to extend the maturity of $400 million of our $500 million 2016 Secured Loan Facility from July 2017 to January 2018, with the option to further extend the loan until July 2018. The Company also continues to explore ways to unlock value across a range of assets, including exploring ways to maximize the value of its Home Services and Sears Auto Centers businesses, as well as its Kenmore and DieHard brands through partnerships or other means of externalization that could expand distribution of its brands and service offerings to realize significant growth. Adjusted EBITDA In addition to the Company's net income (loss) attributable to Sears Holdings' shareholders determined in accordance with Generally Accepted Accounting Principles, for purposes of evaluating operating performance, the Company uses Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and Adjusted Loss Per Share ("Adjusted EPS"), which are non-GAAP financial measures. As a result of the Seritage and JV transactions, Adjusted EBITDA for the first quarter of 2017 included additional rent expense of approximately $45 million, while the first quarter of 2016 included additional rent expense and assigned subtenant rental income of approximately $54 million. Due to the structure of the leases, the Company expects that its cash rent obligations to Seritage and the joint venture partners will decline, over time, as space in these stores is recaptured. From the inception of the Seritage transaction to date, the Company has received recapture notices on 35 properties, which is estimated to reduce the rent expense by approximately $24 million on an annual basis. The Company has also exercised its right to terminate the lease on 36 properties, which is estimated to reduce rent expense by approximately $12 million on an annual basis. A full-text copy of the Form 10-Q is available for free at: https://is.gd/bxs6aL About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $2.22 billion on $22.13 billion of revenues for the fiscal year 2016, compared to a net loss of $1.12 billion on $25.14 billion of revenues for the fiscal year 2015. * * * In March 2016, Fitch Ratings said it will retain Sears' long term issuer default rating at 'CC'. The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." As reported by the TCR on Jan. 24, 2017, Moody's Investors Service downgraded Sears Holdings Corporate Family Rating to 'Caa2' from 'Caa1'. Sears' 'Caa2' rating reflects the company's sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was a loss of $884 million in the latest 12 month period. SIGNAL BAY: Incurs $465,000 Net Loss in Second Quarter ------------------------------------------------------ Signal Bay, Inc., on May 22, 2017, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the three months ended March 31, 2017. The filing of the Quarterly Report was delayed as the financial information could not be assembled and analyzed without unreasonable effort and expense to the Company. Signal Bay reported a net loss of $464,880 on $832,723 of total revenue for the three months ended March 31, 2017, compared to a net loss of $340,500 on $104,606 of total revenue for the same period during the prior year. For the six months ended March 31, 2017, the Company recognized a net loss of $1.28 million on $1.50 million of total revenue compared to a net loss of $410,104 on $275,330 of total revenue for the six months ended March 31, 2016. As of March 31, 2017, Signal Bay had $3.99 million in total assets, $3.43 million in total liabilities and $565,554 in total equity. The Company had cash on hand of $264,590 as of March 31, 2017, current assets of $493,851 and current liabilities of $1,992,565 creating a working capital deficit of $1,498,714. Current assets consisted of cash totaling $264,590, accounts receivable of $227,988 and prepaid expenses totaling $1,273. Current liabilities consisted of accounts payable and accrued liabilities of $571,784, client deposits of $159,145, current portions of capital lease obligations of $33,079, convertible notes payable net of discounts of $351,107, interest payable of $70,013, derivative liabilities of $428,615, current portions of notes payable of $32,886 and current portions of related party payables of $345,936. The Company used $62,315 of cash in operating activities which consisted of a net loss of $1,285,861, non-cash losses of $919,606 and changes in working capital of $303,940. Net cash used in investing activities total $52,694 during the six months ended March 31, 2017. The Company paid net cash of $6,930 in asset purchases and acquisitions and paid $45,764 for the purchase of equipment. During the six months ended March 31, 2017, the Company generated cash of $322,113 from financing activities. The Company received $114,500 of cash from the sale of series D preferred stock, $390,000 in cash from convertible notes payable, repayments of notes payable of $54,875, repayments of capital leases of $4,590, proceeds from the sale of common stock of $20,000 and net repayments on related party notes payable of $142,922. The Company declared $0 of dividends during the six months ended March 31, 2017, and 2016. The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors, the Company said, raise substantial doubt about its ability to continue as a going concern. "The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations," as disclosed in the regulatory filing. "In the coming year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. "Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon it and its shareholders." A full-text copy of the Form 10-Q is available for free at: https://is.gd/IHyQY7 About Signal Bay Signal Bay, Inc. (OTCQB: SGBY) provides advisory, management and analytical testing services to the emerging legalized cannabis industry. Signal Bay reported a net loss of $2.55 million for the year ended Sept. 30, 2016, following a net loss of $1.45 million for the year ended Sept. 30, 2015. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. SILVER LINE: Plan Outline Okayed, Plan Hearing on June 22 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania will consider approval of Silver Line, Inc.'s proposed Chapter 11 plan of reorganization at a hearing on June 22. The hearing will be held at 11:00 a.m., at Courtroom 1, The Madison Building, 400 Washington Street, Reading, Pennsylvania. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order set a June 15 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. About Silver Line Inc. Silver Line, Inc., a single-asset real estate, filed a Chapter 11 petition (Bank. E.D. Pa. Case No. 15-16818) on Sept. 21, 2015. Richard Viders, president, signed the petition. The Debtor disclosed $1.4 million in assets and $430,000 in liabilities. Judge Richard E. Fehling presides over the case. The Debtor hired Michael J. McCrystal, Esq., at McCrystal Law Offices as counsel. SK VISION: Seeks to Use Cash Collateral to Maintain Property ------------------------------------------------------------ SK Vision LLC seeks authorization from the U.S. Bankruptcy Court for the Central District of California to use cash collateral to pay for expenses necessary for the Debtor to continue its operations and to reorganize. The Debtor is the owner of the property located at 2307 Mira Vista, #106, Montrose, California 91020, which the Debtor rents to tenant, Alice Kechichian for $2,300 per month. The Debtor requires the use if cash collateral in order to pay necessary expenses, which includes property mortgage, taxes, insurance, maintenance as well as for other expenses to a successful Chapter 11 reorganization. The proposed cash collateral budget on the Montrose Property reflects total monthly expenses of approximately $7,439. Such amount consists, among other things, taxes of $470, insurance at $50, Homeowner's Association dues of $130 and maintenance of $50. In addition to these expenses, the Debtor also asks for permission to use the cash collateral to pay quaterly fees to the U.S. Trustee and to pay any required fees to the Court. The Debtor identifies Avetis Baltayan, as the lone lienholder on the Montrose Property. The Debtor owed Avetis Baltayan in the principal balance of approximately $345,000. The Debtor contends that there are no pre-petition arrears and payment to its loan is current as of the Petition Date. The Debtor believes that there is adequate protection considering that there is equity in the property of approximately $95,000, and payments are current, which the Debtor intends to maintain. A hearing to consider the Debtor's use of cash collateral will be held on June 14, 2017 at 11:00 a.m. A full-text copy of the Debtor's Motion, dated May 19, 2017, is available at https://is.gd/8dXtiI About SK Vision LLC SK Vision LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-26820), on December 27, 2016. The petition was signed by Greg Kurdoglanyan, President. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Robert N. Kwan. The Debtor is represented by Aurora Talavera, Esq., at Allied Legal Group, Inc. SKIP BARBER RACING SCHOOL: May Use People's & CMS' Cash Collateral ------------------------------------------------------------------ The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York has granted interim authorization to Skip Barber Racing School to use cash collateral of People's United Bank, N.A., and CMS Mezzanine Debt Subpartnership for the period commencing with the Petition Date through and including July 2017. The final hearing on the cash collateral use will be held on July 24, 2017, at 11:00 a.m. People's is willing to permit the use of its cash collateral for a period of 60 days from the Petition Date. CMS is willing to permit the use of its cash collateral upon the terms and conditions of the court order. The Debtor will grant CMS a replacement lien in all of the Debtor's assets, subordinate to the liens provided to People's. Each of the following will constitute an event of default: (a) the Court enters an order authorizing the sale of all or substantially all assets of the Debtor that does not provide for the payment in full to People's of its claims in cash upon the closing of the sale, unless otherwise agreed by People's in its sole and absolute discretion; (b) the Debtor ceases operations of its present business as existed on the Petition Date or takes any material action for the purpose of effecting the foregoing without the prior written consent of People's, except to the extent contemplated by the budget; (c) the Debtor's case is either dismissed or converted to a Chapter 7 case, pursuant to an order of the Court, the effect of which has not been stayed; (d) a Chapter 11 trustee, an examiner, or any other responsible person or officer of the Court with similar powers is appointed by order of the Court, the effect of which has not been stayed; (e) a change in the Debtor's ownership or management occurs, in a manner that is not reasonably acceptable to People's; (f) the court order is reversed, vacated, stayed, amended, supplemented or otherwise modified in a manner which will, in the sole opinion of People's; (i) materially and adversely affect the rights of People's hereunder, or (ii) materially and adversely affect the priority of any or all of People's claims and the liens granted; (g) the Debtor expends any funds or monies for any purpose other than those set forth on the budget within a variance of 10%, or the Debtor's net cash flow, as set forth in the budget, is more than 10% less than the net cash flow projections set forth in the budget at any time, but any accrued expenses of the professionals retained by the Debtor or the Committee in excess of the budgeted amounts will not, in and of itself, be an Event of Default; (h) the occurrence of a material adverse change, including without limitation any occurrence resulting from the entry of any order of the Court, or otherwise in each case as determined by People's in: (1) the condition (financial or otherwise), operations, assets, business or business prospects of the Debtor; (2) the Debtor's ability to repay People's; and (3) the value of the People's collateral; (i) any material and intentional misrepresentation by the Debtor in any financial reporting or certifications to be provided by the Debtor to People's; (j) non-compliance or default by the Debtor with any of the terms and provisions of this Order; provided, however, that said non-compliance or default will not be deemed an Event of Default if curable and cured by the Debtor within seven days after notice of such non-compliance or default is given to the Debtor and counsel to CMS by People's; (k) the failure to obtain entry of a final court order authorizing use of cash collateral and DIP Financing on or before the 60th day following the Petition Date or such time as may be extended upon the consent of People's; and (l) the Debtor fails to have identified a purchaser for substantially all of its assets at the conclusion of a court-approved auction which will occur within 60 days of the Petition Date unless the date is extended by People's upon reasonable request made by the Debtor. A copy of the court order is available at: http://bankrupt.com/misc/nysb17-35871-14.pdf About Skip Barber Racing School Skip Barber Racing School LLC is a Braselton, Georgia-based racing school. It operates a fully integrated system of racing schools, driving schools, racing championships, corporate events and OEM events across North America, teaching emergency braking, skid and slide control, proper cornering techniques, an understanding of vehicle dynamics, and a variety of other car-control skills. Skip Barber Racing School filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-35871) on May 22, 2017. The petition was signed by Michael Culver, managing member. The Hon. Cecelia G. Morris is the case judge. Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP, is serving as counsel to the Debtor. The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debt. STEREOTAXIS INC: Shareholders Elect Two Directors ------------------------------------------------- Stereotaxis, Inc., held its annual meeting of shareholders on May 23, 2017, at which the shareholders: (1) elected David W. Benfer and Arun Menawat as directors; (2) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2017; (3) approved, by non-binding vote, executive compensation; (4) recommended, by non-binding vote, the frequency of future advisory votes on executive compensation of every three years; and (5) approved an amendment to the Stereotaxis, Inc. 2012 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by 4,000,000 shares. The amendment to the 2012 Stock Incentive Plan increased the number of shares authorized for issuance under the Plan by 4,000,000 shares. About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer and developer of a suite of navigation systems in interventional surgical procedures. The Company's Epoch Solution is used in the treatment of arrhythmias and coronary artery disease. Stereotaxis reported a net loss available to common stockholders of $11.80 million on $32.16 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $7.35 million on $37.67 million of total revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Stereotaxis had $18.98 million in total assets, $33.08 million in total liabilities, $5.96 million in preferred stock and a total stockholders' deficit of $20.06 million. STINAR HG: Has Interim OK to Use Up to $34K Cash Collateral ----------------------------------------------------------- Judge Kathleen H. Sanberg of the U.S. Bankruptcy Court for the District of Minnesota authorized Stinar HG, Inc. d/b/a Stinar Corporation, to use cash collateral extent in an amount no greater than $34,347, pending a final hearing. All banks are authorized to release the Debtor's cash collateral and allow the Debtor access to its cash, and to negotiate checks in the normal course of business. For purposes of adequate protection, and only to the extent of cash collateral used, the Debtor is authorized to grant any creditor having an interest in cash collateral a replacement lien in the Debtor's postpetition assets of the same type and nature as subject to the prepetition liens. A full-text copy of the Order, dated May 25, 2017, is available at https://is.gd/3AAm0O Judge Kathleen H. Sanberg of the U.S. Bankruptcy Court for the District of Minnesota authorized Stinar HG, Inc. d/b/a Stinar Corporation, to use cash collateral extent in an amount no greater than $34,347, pending a final hearing. All banks are authorized to release the Debtor's cash collateral and allow the Debtor access to its cash, and to negotiate checks in the normal course of business. For purposes of adequate protection, and only to the extent of cash collateral used, the Debtor is authorized to grant any creditor having an interest in cash collateral a replacement lien in the Debtor's postpetition assets of the same type and nature as subject to the prepetition liens. A full-text copy of the Order, dated May 25, 2017, is available at https://is.gd/3AAm0O About Stinar HG Stinar HG, Inc., d/b/a The Stinar Corporation, is a Minnesota-based company that manufactures ground support equipment for the aviation industry. The late Frank Stinar founded Stinar Corp. in 1946. Stinar's products are used to load, service, and maintain all types of aircraft for both government and commercial applications. The company's corporate headquarters and its 40,000 square foot manufacturing facility are in Eagan, Minnesota. On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a publicly held Minnesota-based company, became the new owner of Stinar. Currently, Stinar is the only asset of Oakridge Holdings. The largest shareholders of Oakridge Holdings is Robert Harvey who holds approximately 21% of the outstanding shares. Oakridge Holdings and operating unit Stinar HG filed bankruptcy Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and 17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO & president, signed the petitions. At the time of filing, debtor Oakridge Holdings disclosed total assets of $990,237 and total liabilities of $2.17 million, while debtor Stinar HG disclosed total assets of $8.22 million and total liabilities of $2.91 million. The cases are assigned to Judge Kathleen H Sanberg. The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia Law Group. STONE PROJECTS: Hires Parker & Associates as Counsel ---------------------------------------------------- Stone Project, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to employ Parker & Associates as counsel to the Debtor and Debtor in Possession.. The Debtor requires Parker & Associates to: a. advise the Debtor with respect to the rights, powers and duties as debtor-in-possession in the continued operation of the business and management of the assets; b. advise the Debtor with respect to any plan of reorganization and any other matters relevant to the formulation and negotiation of a plan or plans of reorganization in these case c. represent the Debtor at all hearings and matters pertaining to the affairs as debtor and debtor-in-possession; d. prepare, on the Debtor's behalf, all necessary and appropriate applications, motions, answers, orders, reports, and other pleadings and other documents, and review all financial and other reports filed in the Chapter 11 case; e. advise the Debtor with respect to, and assist in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related transactions; f. review and analyze the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; g. advise the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of the estate; h. advise and assist the Debtor in connection with the potential disposition of any property; i. advise the Debtor concerning executory contract and unexpired lease assumptions, lease assignments, rejections, restructuring and recharacterization of contracts and leases; j. review and analyze the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; k. commence and conduct any and all litigation necessary or appropriate to asset rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization other than with respect to matters to which the Debtor retain special counsel or other professionals; and l. perform all other legal services and provide all other necessary legal advice to the Debtor as debtor-in-possession which may be necessary in the Debtor's bankruptcy proceeding. Parker & Associates will seek compensation based upon its normal and usual hourly billing rates, and will seek reimbursement of expenses. From time to time, the firm adjusts its usual billing rates in the ordinary course of business. In the event of such adjustment, the firm will seek compensation at the adjusted hourly rate from and after the date of adjustment. Nina M. Parker, Esq., principal of Parker & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Parker & Associates may be reached at: Nina M. Parker, Esq. Marques C. Lipton, Esq. Parker & Associates 10 Converse Place, Suite 201 Winchester, MA 01890 Tel: (781)729-0005 E-mail: nparker@ninaparker.com mlipton@ninaparker.com About Stone Project, LLC Stone Project, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Mass. Case No. 17-11877) on May 19, 2017. Nina M. Parker, Esq., at Parker & Associates serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. SUMMIT INVESTMENT: Wants Plan Exclusivity Extended to Sept. 29 -------------------------------------------------------------- Summit Investment Co., Inc., asks the U.S. Bankruptcy Court for the Middle District of North Carolina to extend the exclusive period during which only the Debtor may file a plan of reorganization through Sept. 29, 2017, and solicit acceptance of a plan. The Debtor presently has 180 days after the Petition Date to file a plan. The Debtor says it is prepared to show at the hearing on its request that cause exists to increase the exclusive periods. The Debtor says it needs additional time to formulate, propose and solicit acceptance of a plan. The Debtor would show that the third-party, unsecured debt is very limited, and that, upon information and belief, no undue hardship will be created or imposed upon the creditors. The Debtor would further show that the requested extension is not an attempt to pressure the creditors into the acceptance of a plan. In addition, the Debtor would show that its secured creditors consist of two banks and a homeowners association. The Debtor has, or is working on, establishing agreements for adequate protection as to two of these creditors, and believes that neither the creditor will be unduly burned by a reasonable extension. The Debtor's income is based upon real property ownership and rental. The Debtor has, and is in the process of further, marketing one parcel of its real property, the sale of which would substantially change the financial status and needs of the plan. In addition, the Debtor has a parcel for which it hopes to soon acquire a tenant, a factor which would substantially remodel the Debtor's ability to make payments into a plan going forward. About Summit Investment Co. Inc. Summit Investment Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50230) on March 2, 2017. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Brian P. Hayes, Esq., at the law firm Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's bankruptcy counsel. T K MINING: $950K Private Sale to CSA to Pay Creditors in Full -------------------------------------------------------------- T K Mining Services, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the private sale of substantially all assets to Compliance Staffing Agency, LLC ("CSA") for $950,000, subject to reductions or increases based on the value of "Net Working Capital Assets," subject to higher and better offers. The Debtor expects that the proceeds from the sale will enable the Debtor to repay its creditors in full, and pay all of the administrative expenses of the bankruptcy estate, and make a distribution to unsecured creditors. Additionally, if CSA is the successful bidder, the Debtor believes that the CSA will retain most, if not all of its employees. Further, through utilization of the proceeds of sale, and an additional agreement with an affiliate of the Debtor, it anticipates that all known creditors of its affiliates currently in Chapter 7 proceedings before the Court will be paid or satisfied, in full. On May 25, 2017, the Debtor entered into the Asset Purchase Agreement with CSA. The APA provides for sale of substantially all assets of the Debtor to CSA for $950,000 free and clear of liens and encumbrances, and assignment of certain executory contracts designated for assignment to CSA. The Buyer will purchase from the Seller, all of the Seller's rights, title and interest in and to these Purchased Assets: including (i) all Equipment and warranties relating to any of the Equipment; (ii) all raw material, work-in-process, finished goods and spare parts inventory of the Business; (iii) (a) all patents, registered and unregistered trademarks, service marks, logos, corporate and trade names, domain names and registered and common law copyrights, and all applications therefor, used or useful in connection with the Business and (b) all inventions, discoveries, techniques, processes, methods, formulae, designs, computer software, trade secrets, confidential information, know-how and ideas used or useful in connection with the Business; (iv) all Receivables and all other claims, causes of action, avoidance actions, choses in action and rights of recovery and setoff relating to the Business or any of the Assets; (v) the Assigned Contracts; (vi) all permits, licenses, franchises, certificates, authorizations, consents and approvals obtained from or issued by any governmental entity and which are necessary or desirable for the ownership or operation of the Business or any of the Assets; (vii) all books, records, files, ledgers, drawings, specifications and manuals relating to the Business or any of the Assets, all advertising materials relating to the Business and all other information relating to the Business or any of the Assets, regardless of the form in which such information appears; (viii) all cash, cash equivalents and bank accounts; (ix) all goodwill of the Business or associated with any of the Assets; and (x) all other assets of Seller, tangible or intangible, which are used or useful in connection with, or relate to, the Business. Assets excluded from the Sale will be administered in the Chapter 11 case. Without the APA, the Debtor would not have the certainty of a minimum price for the Purchased Assets and, thus, the reimbursement of CSA's expenses preserves the value of the Debtor's estate. The Debtor does not ask for approval of the distributions of the proceeds of sale by the Sale Motion, except insofar as such distributions are required to consummate the sale and the assumption and assignment of executory contracts contemplated under the APA. The Debtor contemplates seeking authority to distribute the proceeds pursuant to a Plan of Reorganization which will be filed contemporaneously with the Sale Motion. Thomas F. Quinn, Esq., at Thomas F. Quinn, P.C., avers that compelling circumstances exist to conclude a Sec. 363 sale of the Debtor's assets on an expedited basis. Those circumstances include the following: (i) the Sale Motion seeks approve of sale of substantially all assets of the Debtor to the Proposed Buyer free and clear of liens and encumbrances, including approval of assignment of certain contracts designated for assignment to the Buyer; (ii) the APA provides for closing of the transactions on June 9, 2017; and that Closing Date was selected by the parties such that the Closing may be accommodate prior to the lapse of the Debtor's liability insurance policy; (iii) the Debtor cannot operate without a liability policy, because its customers require maintenance of insurance as a condition of Debtor providing services to them; (iv) the Debtor may not be able to obtain continuing insurance at any price after its current liability policy lapses; and (v) continuity of operations is important to both the Debtor and the Buyer so as to minimize the costs of assumption and assignment of executory contracts from Debtor to the Buyer. The sale of the Purchased Assets pursuant to the APA is subject to higher or better offers received before the hearing upon approval of the Sale Motion. Any competing offers must necessarily be for a price not less than $25,000 higher than the price specified in the APA, because the Debtor has agreed to pay the Buyer's costs and expenses associated with execution of the APA, in an amount not exceeding $25,000, if a competing bid is accepted by the Debtor. A copy of the APA and the Bid Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/TK_Mining_82_Sales.pdf Mr. Quinn contends that the expeditious nature of the proposed Sale is reasonable and justified. The market for its assets is limited. The proposed purchase price is approximately $200,000 higher than the expected value of the Debtor's assets. In addition, additional consideration to support the Sale will be provided by an affiliate of the Debtor, such that all debts of the Debtor's Chapter 11 Affiliates will be satisfied. The Notice period will provide any potentially qualified interested parties with an opportunity to come forward and make a competitive bid. If any potential purchasers do express an interest in acquiring its assets, the Debtor proposes bid procedures to permit competitive bidding. The Debtor asks entry of two related orders: * First, the Debtor asks the expedited entry of the Sale Procedures Order (i) authorizing and approving certain proposed procedures to govern the sale process and provide for the submission of any competing bids for substantially all its assets and the form and manner of notices of (a) the hearing to consider authorization and approval of the sale, and (b) the assumption and assignment of executory contracts and unexpired leases of personal property and of nonresidential real property ("Executory Contracts"); and (ii) setting a hearing to consider the sale on June 7, 2016 with an objection deadline of June 5, 2017. * Second, the Debtor asks the entry of the Sale Order authorizing and approving, among other things, (i) the sale of its assets pursuant to the APA among the Debtor and the Proposed Buyer free and clear of liens, claims, encumbrances, and other interests; and (ii) the assumption and assignment of certain executory contracts and Executory Contracts of the Debtor. Absent a prompt approval and consummation of the Sec. 363 transaction, the Debtor believes its assets will rapidly decline in value as wasting assets. Accordingly, the Debtor asks the Court to waive the 14-day stay under Bankruptcy Rule 6004(h) and 6006(d). The Purchaser can be reached at: COMPLIANCE STAFFING AGENCY, LLC 160 Technology Drive Canonsburg, PA 15317 Attn: Troy Dolan E-mail: troyd25@aol.com The Purchaser is represented by: Christopher Myers, Esq. COHEN & GRIGSBY, P.C. 625 Liberty Ave., 5th Floor Pittsburgh, PA 15222 E-mail cmyers@cohenlaw.com About T K Mining Services T K Mining Services, LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 16-21016) on Nov. 10, 2016. The petition was signed by Keith Burhdorf, manager. The Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The case is assigned to Judge Elizabeth E. Brown. The Debtor tapped Thomas F. Quinn, Esq., at Thomas F. Quinn, P.C. as counsel. TD MANUFACTURING: Has Interim OK to Use Cash; Hearing on June 16 ---------------------------------------------------------------- The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado entered a stipulated interim order authorizing TD Manufacturing LLC's use of cash collateral on an interim basis. The Court will conduct a final hearing on the Debtor's request for use of cash collateral on June 16, 2017, at 9:30 a.m. As adequate protection for the Debtor's use of cash collateral, the Debtor will: a. provide party with a replacement lien on all postpetition accounts receivable to the extent that the use of cash collateral results in a decrease in the value of the party's interest in the cash collateral, the replacement lien to attach to the postpetition accounts receivable in the order priority for each secured creditor; b. maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss; c. provide to secured party all periodic reports and information filed with the Court, including debtor-in- possession reports; d. only expend cash collateral pursuant to the budget subject to reasonable fluctuation by no more than 15% for each expense line item per month; e. pay all post-petition taxes; and f. retain in good repair all collateral in which the party has an interest. As reported by the Troubled Company Reporter on May 29, 2017, the Debtor sought permission from the Court to use cash collateral to pay necessary operating expenses. The Debtor maintains two secured loans which liens arising therefrom could encumber the Debtor's cash collateral. The two liens are: (a) a secured loan with Colorado Lending Source, Ltd., on April 2, 2015, which is guaranteed by the Small Business Administration; and (b) a secured loan with TBK Bank on March 19, 2015. CLS and TBK may have a secured lien position on the Debtor's funds and revenues that constitute cash collateral. About TD Manufacturing LLC Based in Greeley, Colorado, TD Manufacturing LLC -- http://www.t-dmanufacturing.com/-- operates a metal manufacturing and powder coating shop that specializes in plasma table cutting, welding, sand blasting, and powder coating. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14243) on May 9, 2017. The petition was signed by Luke Yockim, manager. At the time of the filing, the Debtor disclosed $286,671 in assets and $1.40 million in liabilities. The case is assigned to Judge Michael E. Romero. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. THORNTON & THORNTON: Hires Gary G. Lyon as Counsel -------------------------------------------------- Thornton & Thornton Enterprises, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Gary G. Lyon, Esq. as counsel. The Debtor requires Lyon to: a. furnish legal advice to the Debtor with regard to its powers, duties and responsibilities as a debtor-in-possession and the continued management of its affairs and assets under chapter 11; b. prepare, for and on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers; c. prepare a disclosure statement and plan of reorganization and other services incident thereto; d. investigate and prosecute preference and fraudulent transfers actions arising under the avoidance powers of the Bankruptcy Code; and e. perform other legal services for the Debtor which may be necessary herein. Lyon will be paid at these hourly rates: Gary G Lyon $400 Paralegal $75 The Debtor paid Lyon $9,000 for the pre-petition advice, preparation and review of documents and the related meetings and information evaluation in preparation for the filing of the bankruptcy. Gary G. Lyon, Esq., Bailey and Lyon, Attorneys at Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lyon may be reached at: Gary G. Lyon, Esq. Bailey and Lyon, Attorneys at Law 6401 W. Eldorado Parkway, Suite 234 McKinney, TX 75070 Tel: (214) 620-2034 Fax: (469) 521-7219 E-mail: glyon.attorney@gmail.com About Thornton & Thornton Enterprises Thornton & Thornton Enterprises, Inc., doing business as, Twin Oaks Private School, is a small business debtor. It owns Twin Oaks Private School in the City of Allen, Collin County, State of Texas, valued at $712,009. The Debtor also owns a fee simple interest in a property located at 109 Fountaingate, Allen, Texas, 109 Fountaingate Blk A, Lot 2 with a valuation of $215,360. Thornton & Thornton Enterprises, Inc. sought Chapter 11 protection on (Bankr. E.D. Tex. Case No. 17-40759) on April 7, 2017. The Debtor estimated assets at $1.22 million and liabilities at $2.10 million. The Debtor tapped Gary G. Lyon, Esq., at Bailey and Lyon, Attorneys at Law as counsel. The petition was signed by Misty Thornton, president. TLD BAR RANCH: Rigdon Can Use Insurance Proceeds to Fix Property ---------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized debtor Bettye Rigdon to use cash collateral, particularly the insurance proceeds, to make repairs to its property at 7300 Overhill Road, Fort Worth, Texas. Judge Mullin directed Ocwen Loan Servicing LLC to immediately endorse the First Insurance Check and to return such check to the Debtor. Ocwen Loan Servicing is directed further, upon receipt of any subsequent Insurance Checks, to endorse and return such Insurance Checks to the Debtor. The Debtor is directed to deposit the First Insurance Check and any subsequent Insurance Checks into a separately segregated bank account, and the proceeds thereof will constitute the cash collateral of Ocwen Loan Servicing and the Internal Revenue Service. The Debtor is also authorized to transfer up to $25,000, as necessary, to Billy Ellis Roofing to serve as a deposit for repair work to be done to the Debtor's Property. In addition, the Debtor will provide a copy of future invoices received from Billy Ellis Roofing to counsel for Ocwen Loan Servicing and the Internal Revenue Service. The Debtor may also provide receipts for out-of-pocket expenses for fence and air conditioner repair to Ocwen Loan Servicing and the IRS, for the reimbursement of such expenses. Judge Mullin also modified the Wise County Court's Agreed Final Order Authorizing Use of Cash Collateral, to provide that the Debtor will use her best efforts to place the Property on the market no later than June 30, 2017, or by such other date as mutually agreed by the Debtor and the IRS. All other terms of the Wise County Cash Collateral Order will remain in full force and effect. A full-text copy of the Order, dated May 25, 2017, is available at https://is.gd/nJI5es About TLD Bar Ranch TLD Bar Ranch, L.P., and its affiliate Carousel Properties, LLC, filed Chapter 11 petitions (Bankr. N.D. Tex. Case No. 16-44622 and 16-44621, respectively) on Dec. 2, 2016. The petitions were signed by Bettye Jean Rigdon, manager of BJR Re Management, LLC, as the general partner of TLD Bar Ranch L.P. and president of Carousel Properties, LLC. Bettye Jeanne Rigdon also commenced her own Chapter 11 case (Bankr. N.D. Tex. Case No. 16-44620) on Dec. 2, 2016. The cases are jointly administered under Bettye Jeanne Rigdon, Case No. 16-44620, and are assigned to Judge Mark X. Mullin. TLD Bar Ranch estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million at the time of the filing. Carousel Properties estimated $1 million to $10 million in assets and liabilities. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, is serving as counsel to the Debtors. TOWERSTREAM CORP: Adds 'Industry Veteran' Don MacNeil to its Board ------------------------------------------------------------------ Industry veteran Don MacNeil has joined Towerstream Corporation's Board of Directors, according to a company press release dated May 22, 2017. Mr. MacNeil currently serves as the chief technology officer at EdgeConneX, where he is responsible for the design and architecture of EdgeconneX's award winning data centers. Previous to this he served as EVP, chief operating officer at XO Communications (XO), where he was responsible for the customer experience and the alignment of the products and services with XO's Go-to-Market strategies. While at XO, Don also served as CMO for two years and was vice president of Carrier Services Operations for six years. In this role, Don was overseeing service delivery, service assurance, product management, and the customer experience for XO Carrier Services, the company's wholesale services business unit. Prior to XO, Don was an officer in the United States Navy, serving at-sea in operational leadership roles as well as various leadership roles in weapon system design and procurement. "As a well-respected executive with deep experience in technology, operations, and network engineering, Don will add valuable perspective to our Board of Directors," said Ernest Ortega, chief executive officer of Towerstream. "We appreciate his willingness to serve as a director and look forward to benefiting from his judgment and insight." About Towerstream Corporation Towerstream Corporation (OTCQB:TWER / www.towerstream.com) is a fixed-wireless fiber alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Towerstream had $31.41 million in total assets, $37.72 million in total liabilities, and a stockholders' deficit of $6.31 million. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TOWERSTREAM CORP: Swaps Outstanding Shares for Series G&H Shares ---------------------------------------------------------------- Towerstream Corporation entered into an exchange agreement with the holder of all of the Company's outstanding shares of Series D Convertible Preferred Stock and Series F Convertible Preferred Stock under which 1,233 shares of Series D Preferred Stock were exchanged for 938 newly authorized shares of Series G Convertible Preferred Stock and 643 shares of Series F Preferred Stock were exchanged for 938 shares of newly authorized Series H Convertible Preferred Stock. The terms of the Exchange Agreement, Series G Preferred Stock and Series H Preferred Stock were determined by arms-length negotiation between the parties. No commission or other payment was received by the Company in connection with the Exchange Agreement. Such exchange was conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, and Series G Preferred Stock and Series H Preferred Stock issuable pursuant to the Exchange Agreement and the shares of common stock issuable upon conversion of the Series G Preferred Stock and Series H Preferred Stock will be issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. At the closing of the Exchange Agreement, the holder's rights to approve certain issuances by the Company will terminate. Amendments to Articles of Incorporation On May 26, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of Series G Convertible Preferred Stock, designating 938 shares of Series G Preferred Stock. Shares of Series G Preferred Stock are convertible into common stock based on a conversion calculation per share equal to the quotient of the stated value of such Series G Preferred Stock, plus all accrued and unpaid dividends, if any, divided by the conversion price. The stated value of each share of Series G Preferred Stock is equal to $1,000 and the initial conversion price is equal to $0.10 per share. So long as the common stock is not listed on a national exchange in the event the Company issues securities at a price per share of common stock less than the then conversion price of the Series G Preferred Stock the conversion price of the outstanding shares of Series G Preferred Stock shall be reduced to such lower price. In the event of a Liquidation Event, each share of Series G Preferred Stock will be entitled to a per share preferential payment equal to 100% of the stated value of such Series G Preferred Stock, plus all accrued and unpaid dividends, if any. All subsequent issuances and junior preferred issuances of the Company's capital stock will be junior in rank to Series G Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company. The holders of Series G Preferred Stock will be entitled to receive dividends if and when declared by our board of directors. The Series G Preferred Stock will participate on an "as converted" basis, with all dividends declared on our common stock. In addition, if the Company grants, issue or sell any rights to purchase its securities pro rata to all its record holders of its common stock, each holder will be entitled to acquire such securities applicable to the granted purchase rights as if the holder had held the number of shares of common stock acquirable upon complete conversion of all Series G Preferred Stock then held. The Company is prohibited from effecting a conversion of the Series G Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series G Preferred Stock, which beneficial ownership limitation may be decreased by the holder at its option. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and will have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder's Series G Preferred Stock, but not in excess of the beneficial ownership limitations. Series H Preferred Stock On May 26, 2017 the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of Series H Convertible Preferred Stock, designating 938 shares of Series H Preferred Stock. Shares of Series H Preferred Stock are convertible into common stock based on a conversion calculation per share equal to the quotient of the stated value of such Series H Preferred Stock, plus all accrued and unpaid dividends, if any, divided by the conversion price. The stated value of each share of Series H Preferred Stock is equal to $1,000 and the initial conversion price is equal to $0.125 per share. So long as the common stock is not listed on a national exchange in the event the Company issues securities at a price per share of common stock less than the then conversion price of the Series H Preferred Stock the conversion price of the outstanding shares of Series H Preferred Stock shall be reduced to such lower price. In the event of a Liquidation Event, each share of Series H Preferred Stock will be entitled to a per share preferential payment equal to 100% of the stated value of such Series H Preferred Stock, plus all accrued and unpaid dividends, if any. All subsequent issuances and junior preferred issuances of our capital stock will be junior in rank to Series H Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company. The holders of Series H Preferred Stock will be entitled to receive dividends if and when declared by our board of directors. The Series H Preferred Stock shall participate on an "as converted" basis, with all dividends declared on our common stock. In addition, if the Company grants, issues or sells any rights to purchase its securities pro rata to all its record holders of its common stock, each holder will be entitled to acquire such securities applicable to the granted purchase rights as if the holder had held the number of shares of common stock acquirable upon complete conversion of all Series H Preferred Stock then held. The Company is prohibited from effecting a conversion of the Series H Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series H Preferred Stock, which beneficial ownership limitation may be decreased by the holder at its option. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and will have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder's Series H Preferred Stock, but not in excess of the beneficial ownership limitations. About Towerstream Corporation Towerstream Corporation (OTCQB:TWER / www.towerstream.com) is a fixed-wireless fiber alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Towerstream had $31.41 million in total assets, $37.72 million in total liabilities, and a stockholders' deficit of $6.31 million. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRANSGENOMIC INC: Will Hold Special Meeting of Stockholders June 5 ------------------------------------------------------------------ Transgenomic, Inc., announced that its Board of Directors confirms its special meeting of stockholders will be held on June 5, 2017, at Troutman Sanders LLP's offices located at 1001 Haxall Point, Richmond, Virginia 23219. The purpose of this meeting is to vote on the proposed merger with Precipio Diagnostics and certain other matters. All stockholders of record as of April 12, 2017, are eligible to vote at this meeting, or prior to the meeting by mail or by electronic submission of their vote. A Proxy Statement and all materials related to the transaction have been mailed to stockholders, and the Board of Directors recommends a vote in favor of all proposals. If you owned stock of Transgenomic on April 12, 2017, but have not received proxy materials, please contact Innisfree M&A Incorporated at (888) 750-5834 immediately to have them sent. "This reverse split is a necessary step that will satisfy one of the key requirements for the stock to be relisted on NASDAQ," said Ilan Danieli, CEO of Precipio. "The Board will be joined by new experienced directors who, alongside an experienced management team assembled from both companies, will embark on a new vision that has been derived from the combination of both companies, which we will be sharing publicly immediately post-merger." In conjunction with the proposed merger, and as part of the Company's plan to re-list its common shares on NASDAQ, Transgenomic's Board of Directors has approved a 1-for-30 reverse split of its issued and outstanding shares of common stock. The planned effective date of the reverse split is 5:00 p.m. EDT on June 5, 2017. After the reverse split, the number of shares outstanding will be reduced from approximately 26.8 million shares to approximately 0.9 million shares. The number of outstanding shares of common stock after the reverse split does not take into account the shares of Company common stock and preferred stock to be issued in connection with the merger with Precipio Diagnostics, and the related transactions, including the conversion of certain secured indebtedness of the Company and a proposed private placement of preferred stock by the Company to certain investors. The merger and the transactions relating to the merger are expected to close in June 2017. Stockholders who hold their shares in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares following the reverse split. Holders of share certificates will receive instructions from the Company's transfer agent, Wells Fargo Bank Minnesota, N.A., regarding the process for exchanging their shares. Wells Fargo Bank Minnesota, N.A. can be reached at (800) 468-9716. About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Transgenomic had $1.25 million in total assets, $20.61 million in total liabilities, and a total stockholders' deficit of $19.35 million. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. TRI-CITY COMMUNITY: MRA Opposes Approval of Plan Outline -------------------------------------------------------- Malden Redevelopment Authority has objected to the approval of the disclosure statement filed by Tri-City Community Action Program Inc. for its proposed Chapter 11 liquidating plan. In a filing with the U.S. Bankruptcy Court for the District of Massachusetts, MRA expressed concern it won't receive any payment for claims it filed for the two mortgages held by the agency on real properties located in Malden, Massachusetts. "There appears to be no clear disclosure regarding if and when payments are to be made upon the MRA mortgages," the agency said. MRA is represented by: Jordan L. Shapiro, Esq. Shapiro & Hender 105 Salem Street Malden, MA 02148 Phone: 781-324-5200 Email: jslawma@aol.com About Tri-City Community Action Program Tri-City Community Action Program, Inc. filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-11569) on April 23, 2015. Charles Harak, director, signed the petition. In its petition, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Hoan N. Feeney presides over the case. The Debtor hired Casner 7 Edwards LLP as its bankruptcy counsel. An official committee of unsecured creditors has been appointed in the case. The committee hired Dalton & Finegold, LLP as its special counsel. On April 14, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 liquidating plan. UMATRIN HOLDING: Reports $156K Net Loss for First Quarter --------------------------------------------------------- Umatrin Holding Limited filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $156,427 on $142,937 of sales for the three months ended March 31, 2017, compared to a net loss of $40,601 on $458,694 of sales for the same period during the prior year. As of March 31, 2017, Umatrin had $1.67 million in total assets, $1.46 million in total liabilities and $210,917 in total equity. The Company had cash and cash equivalent of $42,040 and $133,269 as of March 31, 2017, and Dec. 31, 2016, respectively. "Our company's operations have been funded through an equity financing and a series of debt transactions, primarily with shareholders, directors, and officers of our company and affiliated entities," the Company stated in the report. "These related party debt transactions such as sales purchases of inventory and advances have operated as informal lines of credit since the inception of our company, and related parties have extended credit as needed which our company has repaid at its convenience. We anticipate that we will incur operating losses in the foreseeable future and we believe we will need additional cash to support our daily operations while we are attempting to execute our business plan and produce revenues. If our related parties are unable or unwilling to provide additional capital, we would likely require financing from third parties. There can be no assurance that any additional financing will be available to us, on terms we believe to be favorable or at all. The inability to obtain additional capital would have a material adverse effect on our operations and financial condition and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws." For the three months ended March 31, 2017, the Company used $60,198 in operating activities as compared to using $74,313 in operating activities during the three months ended March 31, 2016. The net loss including noncontrolling interest was $156,427 for the three months ended March 31, 2017, as compared to $40,601 for the three months ended March 31, 2016. The movement in net cash used in operating activities mainly resulted from the movement in inventory, prepaid tax, other receivables and deposits, accounts payable and accrued expenses and other payables. During the three months ended March 31, 2017, the Company used $29,597 in investing activities as compared to using $46,168 in investing activities during the three months ended March 31, 2016. The movement in net cash used in investing activity resulted from the movement in purchase of property and equipment as the Company expanded its operation and advances made to related parties. During the three months ended March 31, 2017, the Company generated $5,975 in financing activities as compared to generating $44,535 in financing activities during the three months ended March 31, 2016. During the three months ended March 31, 2017, the net cash provided by financing activities resulted from proceeds from common stock issued and to be issued of $84,587, net repayments to related party of $74,815 and net repayments to term loan of $4,175. During the three months ended March 31, 2016, the net cash provided by financing activities resulted from net proceeds from related party of $55,175 and net repayments to term loan of $10,640. A full-text copy of the Form 10-Q is available for free at: https://is.gd/07vyQj About Umatrin Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) was incorporated in the state of Delaware on Feb. 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with the Company. Umatrin Holding reported a net loss of $227,400 on $1.52 million of sales for the year ended Dec. 31, 2016, compared with a net loss of $355,600 on $3.15 million of sales for the year ended Dec. 31, 2015. WWC, P.C. issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company's conditions raise substantial doubt about its ability to continue as a going concern. UNITED MOBILE: Plan Outline Okayed, Plan Hearing on July 13 ----------------------------------------------------------- United Mobile Solutions, LLC, is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the Northern District of Georgia on May 18 gave the thumbs-up to the disclosure statement, allowing the company to start soliciting votes from creditors. The order set a July 6 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. A court hearing to consider confirmation of the plan is scheduled for July 13, at 11:00 a.m. The hearing will take place at Courtroom 1402, Richard B. Russell Federal Building and U.S. Courthouse, 75 Ted Turner Drive, SW, Atlanta, Georgia. United Mobile said in its latest disclosure statement that a cash infusion of $500,000 will be provided by KHC, LLC to pay administrative expense claims. According to the filing, upon entry of a court order approving the plan, pre-bankruptcy shares in United Mobile will be canceled and new stock in the reorganized company will be issued to KHC in exchange for the cash infusion. Funds will be used to pay administrative expense claims and otherwise fund the operations and United Mobile's obligations under the plan. The document also disclosed additional information on how the company will generate funds for the plan. According to the disclosure statement, United Mobile will continue its operation as a carrier master dealer for MetroPCS Georgia, LLC and MetroPCS Texas, LLC. The company intends to continue to operate its 28 MetroPCS stores and hopes that upon emergence from bankruptcy, it will be able to open additional stores. Although neither MetroPCS Georgia nor MetroPCS Texas has approved or given any indication that it will approve, United Mobile hopes to add 50 MetroPCS subdealer locations in 2017 and 50 more in 2018. The company's goal is to expand its MetroPCS market beyond Texas, the Carolinas and Georgia, according to the disclosure statement filed on May 16. A copy of the second amended disclosure statement is available for free at: https://is.gd/5uXM92 About United Mobile Solutions United Mobile Solutions, LLC is a carrier master dealer that operates and manages approximately 20 retail cellular phone stores. Its corporate offices are located in Norcross, Georgia. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-62537) on July 20, 2016. The petition was signed by Kil Won Lee, president. At the time of the filing, the Debtor estimated assets of less than 50,000 and liabilities of $1 million to $10 million. The Debtor is represented by Cameron M. McCord, Esq., at Jones & Walden, LLC. An official committee of unsecured creditors has not been appointed in the case. On December 16, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. US RAVE: Unsecured Creditors to Recoup 25% Under Plan ----------------------------------------------------- US Rave, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Texas a disclosure statement dated May 15, 2017, referring to the Debtor's plan of reorganization. Class 10 Claimants (Allowed Unsecured Claims of Creditors owed $1,000 or less) are impaired. All unsecured creditors who are owed $1,000 or less or who elect to reduce their claim of $1,000 will receive a one-time payment of 25% of their allowed claim. The payment will be made 90 days after the Effective Date. Based upon the Debtor's books and records the Debtor anticipated a total of $11,000 in unsecured claims will be Class 10 creditors. The Debtor anticipates the continued operations of the business to fund the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/txeb16-41835-89.pdf US Rave, Inc., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-41835) on Oct. 5, 2016, and is represented by Eric A. Liepins, Esq. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as the Debtor's bankruptcy counsel. VALDERRAMA A/C: Reaches Deal With Bank, Gives Up Warehouse ---------------------------------------------------------- Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas signed an agreed final order authorizing Valderrama A/C Refrigeration, Inc., to use all cash generated by its business, including any receivables, collections, or cash collateral. The Debtor is the owner of a commercial warehouse located at 8412 Hansen Road, Houston, Texas 77057. The Debtor's property is collateral for two loans by Wallis State Bank: (a) loan with a principal balance on the petition date of $1,173,768; and (b) loan with a principal balance on the petition date of $126,253. The loans are also secured by: (a) deposit accounts; (b) accounts receivable; (c) chattel paper; (d) instruments; (e) inventory; (f ) equipment, furniture, fixtures, and other tangible property; (g) investment property; (h) documents of title; (i) general intangibles; and (j) property in Wallis State Bank's possession. At the meeting of creditors on May 11, 2017, the Debtor announced that it can-not service the debt and maintain its obligations to pay taxes and insurance on the Property, that the property was not necessary for its reorganization, and that it would be surrendering the Real Property to WSB. On May 15, 2017, WSB filed a Motion for Relief from the Automatic Stay, seeking authorization to pursue its remedies available under the applicable security agreements and state law to gain possession and control over the Property. The Debtor has stated it is not opposed to the relief sought, and a hearing on the Motion is set for May 31, 2017 at 11:30 a.m. On May 16, 2017, the Debtor filed an Emergency Motion to Approve Lease of Commercial Real Estate so that the Debtor could move its business operations to 1212 Illinois St., South Houston, Texas. The Court approved this Motion on May 17, 2017. Assuming there are no objections to the Motion for Relief from the Automatic Stay, WSB's lien on the cash collateral, will remain in place after relief is granted. WSB and the Debtor have announced an agreement that would settle the issues surrounding the Debtor's use of cash collateral while WSB's lien on cash collateral remains in effect. Pursuant to the Agreed Final Order, the Debtor will pay to Wallis State Bank: $7,500 by June 15, 2017; and $5,000 by July 15, 2017 and continuing on each subsequent month until the date of the earlier of: (a) appointment of a trustee; (b) confirmation of a plan of reorganization, (c) conversion to Chapter 7, or (d) dismissal. Wallis State Bank is granted a continuing, additional and replacement lien and first-priority security interest in cash generated by the Debtor on a postpetition basis, but only as to the extent of cash collateral used by the Debtor after the Petition Date. In addition, Wallis State Bank is granted an administrative claim against the Debtor to the extent of the any decline in the value of cash collateral after the Petition Date. A full-text copy of the Agreed Final Order, dated May 24, 2017, is available at https://is.gd/M8QcX4 About Valderrama A/C Refrigeration Valderrama A/C Refrigeration, Inc., designs and installs commercial refrigeration systems serving clients throughout the Greater Houston area for more than 28 years. Valderrama A/C Refrigeration sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 17-32091) on April 4, 2017, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Dario Ciriaco, director. Judge Karen K. Brown is assigned to the case. The Debtor tapped William P Haddock, Esq., at Pendergraft & Simon as lead bankruptcy counsel; and Anne K. Ritchie, Esq. as special counsel. VANGUARD NATURAL: Plan Exclusivity Extended to Aug. 15 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas granted the request of Vanguard Natural Resources, LLC and its debtor-affiliates to extend the periods within which they have the exclusive right to file and solicit acceptances of a Chapter 11 plan. Vanguard's plan filing period is extended through and including August 15, 2017; and its solicitation period is extended through and including October 16. The extension is without prejudice to Vanguard seeking a further extension of the exclusivity periods, according to Judge Marvin Isgur. Vanguard disclosed in a regulatory filing with the Securities and Exchange Commission that the Debtors, the Official Committee of Unsecured Creditors, and the Consenting Senior Noteholders have reached an agreement for the provision of specified Plan treatment for holders of general unsecured claims and for the Creditors' Committee to support confirmation of the Plan. On May 24, Vanguard filed an amended Chapter 11 plan and disclosure statement. Five days later, the Debtors filed a second amended Chapter 11 plan and disclosure statement. A hearing was slated for May 30 to consider approval of the revised Disclosure Statement. The Debtors already asked the Court to set July 10, 2017 at 4:00 p.m. (prevailing Central Time) as the deadline for creditors to cast their votes on the Plan; and to set July 17 as the confirmation hearing. The Debtors also have proposed that Plan confirmation objections be due by July 10. Judge Isgur tossed a request by an ad hoc equity committee for a 28-day continuance of the disclosure statement hearing. Judge Isgur held in a May 24-dated order that, "the Ad Hoc Committee requests that the disclosure statement hearing be conducted not earlier than 28 days from the filing of a final version of the disclosure statement. That request, if granted, could result in interminable delays and an inappropriate reluctance to make voluntary amendments to proposed disclosure statements. It is routine for parties-in-interest to make formal and informal comments on disclosure statements, and it is routine for plan proponents to make amendments based on those comments. If every amendment resulted in a new 28-day objection period, the result would be inconsistent with the Bankruptcy Rules' purpose of providing for "the just, speedy, and inexpensive determination of every case and proceeding." Prior to commencing the Chapter 11 Cases, the Debtors entered into a Restructuring Support Agreement, dated as of February 1, 2017, with (i) certain holders (the "Consenting 2020 Noteholders") of the 7.875% Senior Notes due 2020 (the "Senior Notes due 2020"); (ii) certain holders (the "Consenting 2019 Noteholders and, together with the Consenting 2020 Noteholders, the "Consenting Senior Noteholders) of the 8 3/8% Senior Notes due 2019 (the "Senior Notes due 2019"); and (iii) certain holders of the 7.0% Senior Secured Second Lien Notes due 2023. On May 24, 2017, following several weeks of discussions, the Consenting Senior Noteholders, representatives of the RBL Lenders and the Debtors agreed to indicative terms with respect to exit financing. The Indicative Exit Facility Term Sheet is subject to negotiation of final documentation and a vote of the RBL Lenders. In connection with the discussions concerning the Plan, the Debtors provided confidential information relating to the Debtors and other information to certain Consenting Senior Noteholders on March 7, 2017, April 7, 2017 and April 19, 2017, respectively. The Debtors' independent accountants have not examined, compiled or otherwise applied procedures to the Confidential Information and, accordingly, do not express an opinion or any other form of assurance with respect to the Confidential Information. The Confidential Information was prepared for internal use, capital budgeting and other management decisions and is subjective in many respects. The Confidential Information reflects numerous assumptions made by management of the Debtors with respect to financial condition, business and industry performance, general economic, market and financial conditions, and other matters, all of which are difficult to predict, and many of which are beyond the Debtors' control. Accordingly, Vanguard cautions that there can be no assurance that the assumptions made in preparing the projections will prove accurate. It is expected that there will be differences between actual and projected results, and the differences may be material, including due to the occurrence of unforeseen events occurring subsequent to the preparation of the projections. The inclusion of the Confidential Information therein should not be regarded as an indication that the Debtors or their affiliates or representatives consider the Confidential Information to be a reliable prediction of future events, and the projections should not be relied upon as such. Copies of the discussion materials are available at https://is.gd/hkEbUc and at https://is.gd/ux48Hz About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Debtors listed total assets of $1.54 billion and total debt of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VANGUARD NATURAL: Sale of O&G Assets, 57 Wells to Oxy USA Okayed ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has approved the sale of Vanguard Operating LLC's assets to Oxy USA, Inc. On March 20, 2017, Vanguard Operating, the Company's wholly owned debtor subsidiary, entered into a "stalking horse" purchase and sale agreement -- Original PSA -- with Oxy USA, Inc. Pursuant to the terms of the Original PSA, the Seller agreed to sell a substantial portion of its oil and gas properties located in Glasscock County, Texas. The Seller and Buyer -- entered into the first amended and restated purchase and sale agreement on April 12, 2017. The Bankruptcy Court entered the Order (A) Approving Bidding Procedures for Sale of Certain Oil and Gas Assets, (B) Approving Form and Manner of Notices Thereof, (C) Approving Bid Protections for Stalking Horse Purchaser, (D) Scheduling Dates to Conduct [Docket No. 583] (the "Bidding Procedures Order") on April 13, 2017. On May 15, 2017, XTO Energy Inc. submitted a qualifying competing offer in compliance with the Bidding Procedures Order to purchase the Assets. As a result of the competing bid, an auction was held with respect to the Assets on May 17. Oxy USA submitted the winning bid, agreeing to pay the Seller total consideration of $102,150,040 for the Assets and approximately 57 wells related to the Assets. Following the auction, the Seller and the Buyer entered into an amended and restated purchase and sale agreement with respect to certain leases included as part of the Assets for a purchase price of approximately $96.86 million -- Leasehold PSA -- and also agreed to the form of a separate purchase and sale agreement with respect to the Wells, contemplating the Wells would be sold to the Buyer in a subsequent transaction for a purchase price of approximately $5.29 million. The Bankruptcy Court approved the Asset Sale Agreements on May 19, 2017, in the Order (A) Approving Sale of Assets Free and Clear of All Liens, Claims, Interests and Encumbrances, (B) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases and (C) Granting Related Relief. Following the entry of the Sale Order, the Leasehold PSA closed on May 19. The Leasehold PSA requires the Buyer and Seller to execute the Well PSA by May 26. The terms of the Leasehold PSA are substantially similar to those of the Original PSA. The Leasehold PSA contains substantially similar customary representations, warranties and covenants. The termination provisions and post-closing obligations in the Leasehold PSA are substantially similar to those in the Original PSA, except that the requirement for the Bankruptcy Court to approve the Bidding Procedures Order was removed and the requirement that the parties enter into the Well PSA by May 26 was added. The Leasehold PSA amends the Original PSA to include the purchase of the wells as part of the Assets and provides that the Buyer has the option, rather than the obligation as contemplated in the Original PSA, to purchase certain subsequent assets. Furthermore, the Leasehold PSA limits the Seller's maximum aggregate amount of liability with respect to indemnification for certain liabilities arising under the Asset Sale Agreements. About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Debtors listed total assets of $1.54 billion and total debt of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VAUGHAN FITNESS: Hires David A. Riggi as Bankruptcy Counsel ----------------------------------------------------------- Vaughan Fitness seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of David A. Riggi as attorney for Debtor in Possession. The Debtor requires the Firm to: a. institute, prosecute, or defend any contested matters arising out of this bankruptcy proceeding in which the Debtor may be a party; b. assist in the recovery and obtaining necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same where necessary; c. assist in determining the priorities and status of claims and in filing objections thereto where necessary; d. assist in preparing a disclosure statement and Chapter 11 plan; e. advise the Debtor and perform all other legal services for the Debtor which may be or become necessary in this bankruptcy proceeding. The Firm will be paid at these hourly rates: Partners $400 Associates $195 The Firm has received, pre-petition, an initial retainer in the amount of $2,000. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David A. Riggi, Esq., principal of the Law Office of David A. Riggi , assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: David A. Riggi, Esq. Law Office of David A. Riggi 5550 Painted Mirage Rd. Suite 120 Las Vegas, NV 89149 Phone: (702) 463-7777 Fax: (888) 306-7157 E-mail: riggilaw@gmail.com About Vaughan Fitness Headquartered in Las Vegas, Nevada, Vaughan Fitness filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 16-14940) on Sept. 8, 2016, estimating its assets at up to $50,000 and its liabilities at betweeen $100,001 and $500,000. Seth D Ballstaedt, Esq., at The Ballstaedt Law Firm, was initially hired to serve as the Debtor's bankruptcy counsel. The U.S. Trustee objected to the application, and the Court denied the employment request. WALTER INVESTMENT: Amends A&R Warehouse Agreement with Barclays --------------------------------------------------------------- Reverse Mortgage Solutions, Inc., a wholly owned indirect subsidiary of Walter Investment Management Corp. and RMS REO BRC, LLC, a wholly owned subsidiary of RMS, entered into an Amended and Restated Master Repurchase Agreement with Barclays Bank PLC and related Pricing Side Letter with Barclays on May 22, 2017. The Company entered into a related Amended and Restated Guaranty. The A&R Warehouse Agreement amends and restates in its entirety the Master Repurchase Agreement, dated as of Sept. 29, 2015, but effective as of Oct. 15, 2015, between the RMS Sellers, Sutton Funding LLC and Barclays. The Original Warehouse Agreement provided for a RMS warehouse facility which had an aggregate committed and uncommitted capacity of $200 million and was scheduled to mature on May 22, 2017. The RMS Sellers, the Company and Barclays entered into the A&R Warehouse Documents in order to, among other things, renew the RMS Warehouse Facility for another approximately one-year term, increase the committed and uncommitted capacities thereunder and replace Sutton, which was a subsidiary of Barclays, with Barclays as the purchaser. After giving effect to the increase to the committed and uncommitted capacity enumerated in the A&R Warehouse Documents, the RMS Warehouse Facility has an aggregate capacity of $300 million. The A&R Warehouse Documents generally contain affirmative and negative covenants and representations and warranties customary for financings of this type and requires RMS to comply with certain financial covenants relating to liquidity, adjusted tangible net worth and leverage. The A&R Warehouse Documents include amendments that: * reduce RMS's advance rates; and * at any time there are obligations outstanding under the A&R Warehouse Agreement, prohibit the Company from having more than $20 million of revolving loans and letters of credit in the aggregate outstanding at any one time under the Company's Amended and Restated Credit Agreement, dated as of Dec. 19, 2013, regardless of whether the Company would then be permitted to access amounts in excess thereof pursuant to the terms of the A&R Credit Agreement. The Company also agreed to similar amendments in favor of Barclays concerning the obligations of Ditech Financial LLC, a wholly owned indirect subsidiary of the Company, pursuant to an Amended and Restated Master Repurchase Agreement, dated as of April 23, 2015, (as amended, restated, supplemented or otherwise modified from time to time), among Ditech, Sutton and Barclays. About Walter Investment Walter Investment Management Corp. and its subsidiaries -- http://www.walterinvestment.com/-- is a leading independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. The Company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. Through the consumer, correspondent and wholesale lending channels, the Company originates and purchases residential mortgage loans that are predominantly sold to GSEs and government agencies. The Company also operates two supplementary businesses; asset receivables management and real estate owned property management and disposition. Walter Investment reported a net loss of $529.15 million for the year ended Dec. 31, 2016, compared to a net loss of $263.19 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the Company had $16.75 billion in total assets, $16.47 billion in total liabilities and $280.3 million in total stockholders' equity. * * * As reported by the TCR on March 22, 2017, S&P Global Ratings said it lowered its long-term issuer credit rating on Walter Investment Management Corp. to 'CCC' from 'B'. The outlook is negative. At the same time, S&P also lowered the rating on the company's senior secured term loan to 'CCC' from 'B' and the rating on its senior unsecured notes to 'CC' from 'CCC+'. Walter Investment carries a 'Caa1' Corporate Family Rating from Moody's Investors Service. WALTER INVESTMENT: Will Amend Form 10-K Due to Accounting Error --------------------------------------------------------------- Management of Walter Investment Management Corp., after consultation with Ernst & Young LLP, the Company's independent registered public accounting firm, concluded that, due to an accounting error, the previously issued audited consolidated financial statements and other financial information contained in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2016, and the previously issued unaudited consolidated financial statements and other financial information contained in the Company's Quarterly Reports on Form 10-Q for the fiscal periods ended June 30, 2016, Sept. 30, 2016, and March 31, 2017, should no longer be relied upon. The Audit Committee of the Board of Directors of the Company, acting on the recommendations of management and after consultation with EY, also concluded that, due to such accounting error, the previously issued audited and unaudited consolidated financial statements and other financial information contained in the Original Filings should no longer be relied upon. Similarly, related earnings releases and other financial communications for these periods should no longer be relied upon. The Company has become aware of an error in the calculation of the valuation allowance on the deferred tax asset balances in the Original Filings. The Company's methodology effectively resulted in a duplication of the reversal of taxable temporary differences. Accordingly, the Company is in the process of revising its calculation to eliminate the duplication. Although the Company has not determined the precise amount of the adjustments to the valuation allowance on the deferred tax asset balances included in the Original Filings, those amounts are anticipated to be material. The Company's net deferred tax asset balances were $273.8 million as of June 30, 2016, $425.9 million as of Sept. 30, 2016, $299.9 million as of December 31, 2016, and $299.6 million as of March 31, 2017. The impact of these adjustments will be to materially reduce the overall net deferred tax asset balances by increasing the valuation allowance, and reducing the tax benefit recorded in the Company's previously issued consolidated statements of comprehensive loss. These adjustments are not anticipated to have an effect on the reported net operating cash flows of the Company for the restated periods reflected in the Original Filings. The Company will work with the Audit Committee to determine the amendments required to be made to the Original Filings to reflect the adjustment to the valuation allowance on the deferred tax asset balances as expeditiously as possible. Upon the completion of this process, which could identify further adjustments in addition to those discussed above, the Company anticipates filing required amendments to the Original Filings with the Securities and Exchange Commission as soon as practicable to reflect the impact of the correction of the error. The Company has reassessed its internal control over financial reporting and disclosure controls and procedures in light of the error. The Company has determined that a material weakness relating to the ineffective review of the tax calculations associated with the valuation allowance on the deferred tax asset balances existed for the affected periods, and therefore the Company's internal controls over financial reporting and disclosure controls and procedures were ineffective. Further details and remediation plans will be reflected in the amended filings. The Audit Committee and the Company's management have discussed the matters disclosed in this Item 4.02(a) with EY, the Company's independent registered public accounting firm. The need to restate the Company's financial statements will require that the Company seek appropriate amendments, waivers and or forbearances to a number of its and its subsidiaries' credit and financing arrangements. About Walter Investment Walter Investment Management Corp. and its subsidiaries -- http://www.walterinvestment.com/-- is a leading independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. The Company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. Through the consumer, correspondent and wholesale lending channels, the Company originates and purchases residential mortgage loans that are predominantly sold to GSEs and government agencies. The Company also operates two supplementary businesses; asset receivables management and real estate owned property management and disposition. Walter Investment reported a net loss of $529.15 million for the year ended Dec. 31, 2016, compared to a net loss of $263.19 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the Company had $16.75 billion in total assets, $16.47 billion in total liabilities and $280.26 million in total stockholders' equity. * * * As reported by the TCR on March 22, 2017, S&P Global Ratings said it lowered its long-term issuer credit rating on Walter Investment Management Corp. to 'CCC' from 'B'. The outlook is negative. At the same time, S&P also lowered the rating on the company's senior secured term loan to 'CCC' from 'B' and the rating on its senior unsecured notes to 'CC' from 'CCC+'. Walter Investment carries a 'Caa1' Corporate Family Rating from Moody's Investors Service. WAVE SYSTEMS: Jazz Says Its Financial Condition is Irrelevant ------------------------------------------------------------- An amendment No. 4 to the tender offer statement on Schedule TO has been filed with the Securities and Exchange Commission by (i) Jazz MergerSub, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Wave Systems Corp., a Delaware corporation ("Parent") and a wholly owned subsidiary of ESW Capital, LLC, a Delaware limited liability company ("Guarantor"), (ii) Parent and (iii) Guarantor. The Schedule TO relates to the offer by Jazz to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of Jive Software, Inc., a Delaware corporation (the "Company"), at a purchase price of $5.25 per Company Share, net to the tendering stockholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 12, 2017, and in the related Letter of Transmittal. Item 1 of the Schedule TO was amended and supplemented by amending and restating the information set forth in the section of the Offer to Purchase entitled "Summary Term Sheet" under the subheading "Do you have the financial resources to make payment?" as follows: "Yes, we will have sufficient resources available to us. We estimate that we will need approximately $480.6 million to purchase all Company Shares in the Offer and the Merger, to cash out certain options to purchase common stock and restricted stock units of the Company and to pay related fees and expenses. We anticipate that the cash on hand and other working capital sources of Wave Systems, our parent company, ESW, the parent company of Wave Systems, and the Company will be sufficient to make such payments. In addition, Purchaser has entered into a commitment letter for debt financing of up to $150.0 million that may be used to finance the Offer and the Merger as described in more detail below. ESW has also provided a limited guaranty in favor of the Company to guarantee our payment obligations under the Merger Agreement. The Offer is not subject to a financing condition. See Section 9 -- "Source and Amount of Funds." Item 7 of the Schedule TO was amended and supplemented by amending and restating the information set forth in the section of the Offer to Purchase entitled "Section 9 -- Source and Amount of Funds" as follows: "Wave Systems will provide Purchaser with sufficient funds to pay for all Company Shares accepted for payment in the Offer or the Merger, to cash out certain options to purchase common stock and restricted stock units of the Company and to pay related fees and expenses. Wave Systems and Purchaser anticipate that the cash on hand and other working capital sources of Wave Systems, Guarantor, and the Company will be sufficient to make such payments and Guarantor and Wave Systems will, if necessary, contribute or otherwise advance funds to Purchaser to pay for the Company Shares that are tendered in the Offer. In addition, Purchaser has entered into a commitment letter for debt financing of up to $160.0 million, $150.0 million of which may be used to finance the Offer and the Merger as described in more detail below, and includes access to a $10.0 million revolving credit facility following the closing of such facility. Guarantor has also provided a limited guaranty in favor of the Company to guarantee Purchaser's payment obligations under the Merger Agreement. The Offer is not subject to a financing condition. Jazz does not think its financial condition is relevant to Jive's stockholders' decision whether to tender the Company Shares and accept the Offer because: * the Offer is being made for all outstanding Company Shares solely for cash; * Purchaser was formed solely for the purpose of engaging in the Offer, the Merger and the other transactions contemplated by the Merger Agreement and have not engaged in any other business activities; * the form of payment consists solely of cash that can be made available to Purchaser by Wave Systems, Purchaser's parent Company, ESW, the parent company of Wave Systems, and the Company; * the Offer is not subject to any financing condition; * Guarantor has provided a limited guaranty in favor of the Company to guarantee Purchaser's payment obligations under the Merger Agreement; and * if Purchaser consummates the Offer, Purchaser expects to acquire any remaining Company Shares for the same cash price in the Merger. Credit Facilities. On April 29, 2017, Purchaser entered into a commitment letter with TC Lending, LLC pursuant to which TCL has committed to (i) provide a $10.0 million revolving facility and a $150.0 million term loan facility and (ii) act as sole lead arranger as well as administrative agent and collateral agent for the Credit Facilities. While the Offer is not subject to any financing condition, certain of the Credit Facilities are available to (x) finance the Offer and the Merger, (y) repay existing indebtedness of the Company following the consummation of the Merger, and (z) pay fees and expenses related to the Merger and the Financing. The commitment of the Financing with respect to the Credit Facilities expires upon the earliest of (i) the termination of the Merger Agreement, (ii) the consummation of the Offer and the Merger without use of the proceeds from the Credit Facilities and (iii) Sept. 30, 2017, unless the closing of the Credit Facilities, on the terms and subject to the conditions of the Commitment Letter, have been consummated on or before that date. The actual documentation governing the Credit Facilities has not been finalized as of May 26, 2017, and accordingly, the actual terms may differ from the description of such terms below. As of May 26, 2017, and to the extent that the Financing is consummated, Wave Systems intends for the Company to use cash generated by the Company and its subsidiaries' operations to pay amounts owed pursuant to the Financing in the ordinary course of business. Jazz and Wave Systems have no current plans or arrangements to refinance the Financing. Maturity Date. The maturity date of the Credit Facilities will be five years from the initial funding date. Interest Rate. Interest under the Credit Facilities is anticipated to be a floating rate equal to (i) LIBOR (as defined in the Commitment Letter), plus a margin of 8.75%, subject to a floor of 1.25% for LIBOR or (ii) a customary base rate, which will not be less than 4.25%, plus a margin of 7.75%. Interest will be calculated on the basis of a 360-day year. Fees. Purchaser expects to pay certain customary upfront fees or original issue discount and other fees on or in respect of the aggregate principal amount of the Credit Facilities on the initial funding date. Security. The Credit Facilities will be secured by all assets of Purchaser, and, after the consummation of the Merger, all assets of the Company as well as the stock of the Company. Guaranty. Wave Systems has agreed to guaranty all obligations of Purchaser under the Credit Facilities; provided that the recourse for such guaranty will be limited to the pledge of the stock of Purchaser, or, after the consummation of the Merger, the stock of the Company. Conditions to Initial Funding. The initial borrowing under the Credit Facilities is conditioned upon the satisfaction of conditions customary in similar transactions, including, without limitation: * the execution of final customary documentation; * the Company shall have a minimum amount of Closing Liquidity on the initial funding date of not less than $35,000,000 (after giving effect to all amounts to be borrowed and paid on the initial funding date). "Closing Liquidity" means the sum of (i) unrestricted cash on hand plus cash equivalents and marketable securities (excluding restricted cash and any amounts held by third parties as deposits) plus (ii) availability under the revolving facility; * there shall not have occurred any Company Material Adverse Effect (as defined in the Merger Agreement); * the deposit of funds into an escrow account or another similar arrangement reasonably satisfactory to TCL that there shall be sufficient funds to pay up to $5.25 per Company Share to the holders of Company Shares that have asserted appraisal rights prior to the initial funding date; * ESW shall have made a cash equity contribution to Purchaser and the Company, in an amount not less than $200,000,000 (subject to any reduction in purchase price) and the proceeds of the Equity Contribution, together with the term loan made on the initial funding date, shall be sufficient to consummate the Merger and pay all related fees, commissions and expenses; * The absence of any action, suit, investigation, litigation, proceeding or other legal or regulatory developments pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or governmental authority that relates to the Credit Facilities; and * Receipt of evidence reasonably satisfactory to TCL that all existing indebtedness of the Company has been repaid in full and all commitments to lend or make other extensions of credit thereunder have been terminated and all liens securing such indebtedness or other obligations thereunder have been released or terminated. The Credit Facilities will contain certain representations and warranties, certain affirmative covenants, certain negative covenants, certain conditions and events of default that are usual and customary for facilities and transactions of this type. Concurrently with the execution and delivery of the Merger Agreement, ESW executed and delivered to the Company a limited guaranty in favor of the Company in respect of certain of Parent's and Purchaser's payment obligations under the Merger Agreement. Pursuant to the Guaranty, ESW has irrevocably and unconditionally guaranteed the full and prompt payment when due to the Company of Parent's and Purchaser's obligations (i) to fund the aggregate consideration to which the holders of Company Shares become entitled to pursuant to the Offer and the Merger; (ii) to pay the Company Option Consideration and the Company RSU Consideration and (iii) repay certain indebtedness of the Company, in each case, subject to the terms and conditions of the Guaranty. Under the Guaranty, ESW has agreed not to claim any offset or other reduction of its obligations thereunder because of any obligation of the Company now or hereafter owed to ESW. A full-text copy of the amended Schedule TO is available at: https://is.gd/kAyNbF About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --http://www.wave.com/--develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. On Feb. 1, 2016, Wave Systems Corp. filed a voluntary petition for relief under Chapter 7 of the U.S. Bankruptcy Code. Subsequently, on May 16, 2016, the Debtor's case was converted to administration under Chapter 11 of the Bankruptcy Code. The Debtor's case, Bankr. D. Del. Case No. 16-10284, is pending before the Honorable Kevin J. Carey. David W. Carickhoff was appointed as Chapter 11 trustee for the Debtor. Mr. Carickhoff tapped Archer & Greiner P.C. as counsel. The Trustee also tapped Miller & Company, LLC, as accountants and financial advisors, and UpShot Services LLC as the claims agent and administrative agent. On Aug. 29, 2016, the Debtor's Plan of Reorganization became effective. WI-JON INC: Asks for Court's OK to Sell Inventory, Use Cash ----------------------------------------------------------- Wi-Jon, Inc., and Ford's Fine Foods, Inc., seek permission from the U.S. Bankruptcy Court for the Western District of Louisiana to allow them to sell inventory and use cash and accounts receivable which may be cash collateral and providing adequate protection. The Debtors are co-makers on the note to Centric Federal Credit Union, who is presently owed approximately $4.4 million and Ford is a guarantor on the debt. Centric holds a first lien security interests in the assets of Ford's Fine Foods and Wi-Jon and a second lien security interest in the assets of Ford Holdings. The Centric debt was incurred in September 2011 in a restructure of the obligations of Ford's Fine Foods and Wi-Jon. Although the Debtors were current on all of their obligations at the time the Chapter 11 cases were filed, including Centric, the strain placed upon Wi-Jon and Ford's Fine Foods by the debt service to Centric and by the general economic conditions in the grocery business causing a deflation is grocery prices, has caused them to seek relief under the U.S. Bankruptcy Code. The Debtors seek the Court's authorization to sell their inventory in the ordinary course of business, convert the same to cash or accounts receivable, use cash generated therefrom which may be cash collateral. The Debtors require the sale of their inventory, the conversion of the same to cash or accounts receivable and the use of the proceeds of the same and cash on hand and in their bank accounts in the ordinary course of the Debtors' businesses to pay the expenses of operations incurred during the course of these Chapter 11 proceedings. Upon information and belief, Centric contends that the proceeds of the sale of inventory, all accounts receivable and the cash on hand and in bank accounts are collateral for the Centric debt, and that Centric would be entitled to adequate protection for any use of the proceeds from the same and the cash on hand and in bank accounts. The Debtors maintain that the value of the collateral allegedly securing the debt to Centric, including inventory, accounts receivable, equipment and immovable property, greatly exceeds the Centric debt. To the extent that the proceeds of the inventory, all accounts receivable and cash on hand and in bank accounts constitute cash collateral and Centric's liens thereon are not subject to avoidance or subordination and adequate protection is determined to be required, the Debtors propose to grant Centric a replacement lien on the Debtors' postpetition inventory, accounts receivable and cash on hand, retroactive to the Petition Date, as adequate protection for the Debtors' use of the proceeds of the inventory, accounts receivable and the cash on hand and in bank accounts to the extent that same constitute cash collateral, and only to the extent of the actual diminution of the value of Centric's valid, enforceable security interests in the Debtors' assets. Notwithstanding the granting of the replacement lien, the Debtors will be authorized to use the proceeds of pre- and post-petition inventory, accounts receivable and the cash on hand and in bank accounts to (i) pay all post-petition expenses of operation in the ordinary course of business, (ii) to make other expenditures outside the ordinary course of business as may be authorized by the Court and (iii) to pay the fees and expenses for the professionals for the Debtors appointed by the Court and as their fees and expenses are approved by the Court, including the attorney and certified public accountant, not to exceed $110,000 without further orders of the Court. A copy of the Debtors' request is available at: http://bankrupt.com/misc/lawb17-80524-10.pdf About Wi-Jon Headquartered in Jonesville, Louisiana, Wi-Jon, Inc., operates three grocery stores in Catahoula and Franklin Parishes, Louisiana. Headquartered in Colfax, Louisiana, Ford Fine Foods operates one grocery store in Grant Parish. Headquartered in Jonesville, Louisiana, Ford Holdings owns and leases a shopping center to third parties and an office building used by all debtors, all in Catahoula Parish, Louisiana. Wi-Jon, Ford's Fine Foods and Ford Holdings are co-makers on a note to Centric Federal Credit Union with a current balance of approximately $4,400,000. Centric holds a first lien and security interests in the assets of Wi-Jon and Ford's Fine Foods, including their real estate, furniture, fixtures, equipment, inventory and accounts receivable. Affiliated debtors Wi-Jon, Ford's Fine Foods and Ford Holdings sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos. 17-80522 to 17-80524) on May 24, 2017. Quinon R. Ford, president, signed the petitions. Judge John W. Kolwe presides over the cases. Rex D. Rainach, Esq., at Rex D. Rainach, A Professional Law Corporation, are serving as the Debtors' bankruptcy counsel. The Debtors estimated their assets and liabilities between $1 million and $10 million each. No creditor's committee has been appointed. YAKH LLC: Trustee Gets Court Approval for Plan Outline ------------------------------------------------------ YAKH LLC is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Frank Bailey of the U.S. Bankruptcy Court for the District of Massachusetts on May 17 gave the thumbs-up to the disclosure statement, allowing the company's Chapter 11 trustee, the proponent of the plan, to start soliciting votes from creditors. About YAKH LLC YAKH LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-12304) on June 15, 2016, disclosing assets and liabilities of less than $1 million. Vladislav Yanovsky, managing director, signed the petition. The Debtor is represented by Paul Feldman at the Law Offices of Paul Feldman. No official committee of unsecured creditors has been appointed in the case. The court appointed John J. Aquino as Chapter 11 trustee. John J. Aquino, Esq., at Anderson Aquino LLP, serves as the trustee's legal counsel. On April 11, 2017, the trustee filed a disclosure statement, which explains his proposed Chapter 11 plan of reorganization for the Debtor. YIELD10 BIOSCIENCE: Effects 1-for-10 Reverse Stock Split -------------------------------------------------------- Yield10 Bioscience, Inc. will effect a 1-for-10 reverse stock split of its common stock, following stockholder approval of the reverse stock split at the Company's annual stockholders meeting held on May 24, 2017. The 1-for-10 reverse stock split was effective as of the close of business on Friday, May 26, 2017, and the Company's common stock began trading on a split-adjusted basis on Tuesday, May 30, 2017. The reverse stock split will reduce the number of shares of the Company's common stock currently outstanding from approximately 28.5 million shares to approximately 2.5 million shares. Proportional adjustments will be made to the Company's outstanding stock options and restricted stock units and to the number of shares issued and issuable under the Company's equity compensation plans. The number of authorized shares of the Company's common stock will remain 250 million shares. The reverse stock split is intended to increase the market price per share of the Company's common stock to allow the Company to maintain the listing of its common stock on The NASDAQ Capital Market. The Company's common stock will continue to trade on The NASDAQ Capital Market under the symbol "YTEN." The new CUSIP number for the common stock following the reverse stock split will be 98585K201. Upon the effectiveness of the reverse stock split, each 10 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.01 per share. The reverse stock split will not modify the rights or preferences of the common stock. No fractional shares of common stock will be issued as a result of the reverse split. Instead, stockholders who otherwise would be entitled to receive fractional shares will be entitled to receive cash in an amount equal to the product obtained by multiplying (i) the closing price of Yield10 common stock on May 26, 2017, by (ii) the number of shares of common stock held by the stockholder that would otherwise have been exchanged for such fractional share interest. The Company's transfer agent, American Stock Transfer & Trust Company, LLC, will act as its exchange agent for the reverse stock split. American Stock Transfer & Trust Company, LLC will provide stockholders of record holding certificates representing pre-split shares of the Company's common stock as of the effective date a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers' particular processes, and will not be required to take any action in connection with the reverse stock split. American Stock Transfer & Trust Company, LLC can be reached at (877) 248-6417 or (718) 921-8317. Additional information about the reverse stock split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2017, a copy of which is available at www.sec.gov or at www.yield10bio.com under the SEC Filings tab located on the Investors page. About Yield10 Bioscience Yield10 Bioscience, Inc. is focused on developing new technologies for producing step-change improvements in crop yield to enhance global food security. Yield10 is leveraging an extensive track record of innovation based around optimizing the flow of carbon intermediates in living systems. By working on new approaches to improve fundamental elements of plant photosynthetic efficiency and optimizing carbon metabolism to direct more carbon to seed production, Yield10 is advancing several yield traits it has developed in crops such as Camelina, canola, soybean and corn. Yield10 is based in Woburn, MA. For more information visit www.yield10bio.com Metabolix changed its name to Yield10 Bioscience, Inc., effective Jan. 9, 2017, to reflect the new mission and strategic direction of the business. Yield10 reported a net loss of $7.60 million on $1.15 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $23.68 million on $1.35 million of total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Yield10 had $10.74 million in total assets, $4.37 million in total liabilities and $6.36 million in total stockholders' equity. PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has insufficient capital resources, which raises substantial doubt about its ability to continue as a going concern. YIELD10 BIOSCIENCE: Stockholders Reelect Two Directors ------------------------------------------------------ Yield10 Bioscience, Inc. held its 2017 annual meeting of its stockholders on May 24, 2017, at which the stockholders: (1) reelected Oliver P. Peoples, Ph.D. and Joseph Shaulson as Class II directors of the Company to hold office until the annual meeting of stockholders in 2020 and until their respective successors are elected and qualified, subject to their earlier death, resignation or removal; (2) authorized the Board of Directors to amend the Restated Certificate of Incorporation to effect a reverse stock split at a ratio in the range from 1-for-2 to 1-for-10, such ratio within that range to be determined by the Board of Directors in its sole discretion, and with the Board of Directors effecting the split, if at all, no later than Nov. 24, 2017; and (3) ratified the selection of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017. About Yield10 Bioscience Yield10 Bioscience, Inc. is focused on developing new technologies for producing step-change improvements in crop yield to enhance global food security. Yield10 is leveraging an extensive track record of innovation based around optimizing the flow of carbon intermediates in living systems. By working on new approaches to improve fundamental elements of plant photosynthetic efficiency and optimizing carbon metabolism to direct more carbon to seed production, Yield10 is advancing several yield traits it has developed in crops such as Camelina, canola, soybean and corn. Yield10 is based in Woburn, MA. For more information visit www.yield10bio.com Metabolix changed its name to Yield10 Bioscience, Inc., effective Jan. 9, 2017, to reflect the new mission and strategic direction of the business. Yield10 reported a net loss of $7.60 million on $1.15 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $23.68 million on $1.35 million of total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Yield10 had $10.74 million in total assets, $4.37 million in total liabilities and $6.36 million in total stockholders' equity. PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has insufficient capital resources, which raises substantial doubt about its ability to continue as a going concern. ZUCKER GOLDBERG: Hires Stone Conroy as Special Counsel ------------------------------------------------------ Zucker, Goldberg & Ackerman, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Stone Conroy, LLC as special counsel, nunc pro tunc to February 13, 2017. The retention of Stone Conroy is sought because the attorneys in this firm previously handled this case in their employment at Brown, Moskowitz & Kallen, the special counsel which the Debtor is seeking to substitute. Zucker Goldberg requires Stone Conroy to represent the Debtor with its billing disputes with certain companies. Stone Conroy lawyers and paraprofessionals who will work on the Debtor's case and their hourly rates are: Shalom D. Stone, Esq. $470 Rebekah R. Conroy, Esq. $400 Associate Attorneys $275-$350 Paralegals $125-$155 Shalom D. Stone, Esq., partner with the firm of Stone Conroy, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stone Conroy may be reached at: Shalom D. Stone, Esq. Stone Conroy, LLC 25A Hanover Road, Suite 301 Florham Park, NJ 07932 Tel: (973) 400-4181 Fax: (973) 498-0070 About Zucker, Goldberg & Ackerman, LLC Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg & Ackerman, LLC, was primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. On Aug. 17, 2015, an Official Committee of Unsecured Creditors was appointed by the Office of the United States Trustee. The Committee on Oct. 15, 2015, won approval to retain McCarter & English, LLP, to serve as Committee counsel, effective as Aug. 14, 2015. * * * The Debtor in December 2015 filed a "Plan of Orderly Liquidation" which provides for the wind down of the firm's business. The Plan was put on hold pending the issuance of a report by the examiner. The Court on Feb. 8, 2016, entered an order approving the Acting U.S. Trustee's appointment of former bankruptcy judge Donald H. Steckroth, Esq., as examiner. The Creditors Committee sought an examiner to investigate possible claims against current and former members of the bankrupt foreclosure law firm and related "insiders." ZYNEX INC: Posts $353,000 Net Income for First Quarter ------------------------------------------------------ Zynex, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $353,000 for the three months ended March 31, 2017, compared to a net loss of $444,000 for the same period during the prior year. Thomas Sandgaard, CEO, commented: "The first quarter of 2017 was a continuation of a strong second half of 2016 with net income of $353,000 and revenue of $3.4 million for the quarter. Our gross profit margins are still strong at 73% and a focus on lowering fixed expenses is paying off in terms of positive cash flow and a strong, positive net income. "We received financing of $1 million towards the end of the first quarter which has been extremely helpful in terms of building enough products to keep up with sales orders and now providing our sales force with demonstration units. We are also experiencing a significant improvement in cash collections as a result of improved billing efforts and are streamlining our infrastructure to accommodate further growth in orders. Sales order growth had been limited the past couple of quarters due to cash constraints and not having any availability to borrow under our line of credit. We continue to reduce the balance on our line of credit and the balance at the end of April 2017 was $1.9 million, down from $2.7 million at the beginning of the year. "We currently estimate our second quarter revenue to come in at approximately $3.8 million, a net income of $500,000 and EBITDA around $650,000. EBITDA in the first quarter of 2017 was $527,000 and for the full year 2016 it was $640,000. "Our long term goals continue to be taking advantage of the huge void in the electrotherapy industry realizing annual revenue in excess of $250 million, a listing of a national stock exchange and also launching our Blood Volume Monitor into the hospital market for non-invasively detecting blood loss and internal bleeding." The Company's net revenue was flat compared to the year before, $3,436,000 for the first quarter of 2017, compared to $3,477,000 for the first quarter in 2016. The lack of growth was primarily impeded by the lack of cash and available borrowings under the line of credit to facilitate the production of units to fill orders timely. Cost of Goods Sold decreased from $983,000 in the first quarter of 2016 compared to $923,000 in the same quarter in 2017 which reflects an increase in Gross Profit Margin to 73% versus 72% in the same period 2016. The Company reported Selling, General and Administrative expenses of $2,030,000 for first quarter 2017, compared to $2,844,000 for the first quarter 2016. The Company's SG&A expenses decreased 29% compared to the same period last year, continuing a trend of decreasing operating expenses, primarily reduced employee expenses, resulting in an improvement of the quarter's operating result by $831,000. The Company's cash and line of credit balance as of March 31, 2017, was $462,000 and $2,171,000, respectively, as compared to cash and line of credit balance as of Dec. 31, 2016, of $247,000 and $2,771,000. As of March 31, 2017, Zynex had $4.24 million in total assets, $7.41 million in total liabilities and a total stockholders' deficit of $3.16 million. As of March 31, 2017, the Company had no available borrowing under its line of credit (which the lender declared to be in default in July 2014) although, based on an interim agreement with its lender, the lender continues to release cash collateral to the Company based on its cash collections. The Company's working capital deficit at March 31, 2017, totaled ($3,514,000) as compared to ($4,972,000) at March 31, 2016. In addition, the Company remains in default of its secured line of credit and as a result, if its lender insists upon immediate repayment, the Company will be unable to do so and may be forced to seek protection from its creditors. The Company has not been in compliance with the financial covenants under the agreement with its primary lender since July 2014. "The Company's lack of liquidity and substantial working capital deficit raise substantial doubt about the Company's ability to continue as a going concern," as stated in the quarterly report. "The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/xEVDIq About Zynex, Inc. Zynex, Inc. (OTCQB: ZYXI) specializes in the production and sale of non-invasive medical devices for pain management, stroke rehabilitation, neuro-diagnostic equipment, cardiac and blood volume monitoring. The company maintains its headquarters in Lone Tree, Colorado. Zynex Inc reported net income of $69,000 on $13.31 million of net revenue for the year ended Dec. 31, 2016, following a net loss of $2.93 million on $11.64 million of net revenue in 2015. EKS&H LLLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring operating losses, has a net capital deficiency, and its need for additional capital raise substantial doubt about its ability to continue as a going concern. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***