/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170607.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 7, 2017, Vol. 21, No. 157 Headlines 1847 HOLDINGS: Cash Flow Concerns Raise Going Concern Doubt 21ST CENTURY ONCOLOGY: Moody's Withdraws Ratings Amid Bankr. Filing ACADEMY OF MATH: S&P Assigns BB Rating on 2017B Revenue Bonds ACEMLA DE PUERTO RICO: Taps JLaw LLC as Special Counsel ACEMLA DE PUERTO RICO: Taps Levine Sullivan as Special Counsel ADELINA BRISENO: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ADEPTUS HEALTH: Committee, Dignity Health Oppose Financing Motion ALESSI FAMILY: Disclosure Statement Hearing Set for June 29 ALL RESORT GROUP: Committee Taps Snell & Wilmer as Legal Counsel AM CASTLE: Has $210-Mil. Financing for Prepackaged Restructuring AM CASTLE: Terms of Proposed Prepackaged Chapter 11 Plan AQGEN ASCENSUS: S&P Affirms 'B+' Rating on 1st-Lien Term Loan ASPEN COURT: Cash Collateral Access Granted Through June 30 ATHLETIC EDGE: Claims Bar Date Set for Sept. 6, 2017 B&B REAL ESTATE: Taps Corcoran Hegarty as Accountant BDP INNOVATIVE: Bids for Sale Assets Due Aug. 14 BEBE STORES: Cuts Deals with Landlords, Avoids Bankruptcy BENEVOLENT HOSPICE: PCO Files Second Report BON-TON STORES: 2016 Conflict Minerals Report Filed BROCK HOLDINGS: Moody's Puts Caa1 CFR Under Review for Downgrade BROUGHER INC: Files Chapter 11 Plan of Liquidation BUCKTAIL MEDICAL: PCO Files 9th Interim Report BURKEEN TRUCKING: US Trustee Tries to Block Disclosures Approval CARITAS INVESTMENT: USC-CIF Buying Stamford Property for $8.8M CARRINGTON FARMS: Seeks July 15 Plan Filing Period Extension CENTEX MOVING: Seeks Approval to Use BOSA Cash Collateral CREEKSIDE VILLAGE: Case Summary & 6 Unsecured Creditors CTJH INVESTMENTS: June 21 Plan Confirmation Hearing DEGRAW REALTY: Plan Outline Okayed, Plan Hearing on July 18 DETROIT, MI: Court Disallows 60 Employee Obligation Claims DETROIT, MI: Motion for Show-Cause Order Against AME Denied DIDI REAL ESTATE: Gets Court Approval of Plan to Exit Bankruptcy DON GREEN FARMS: Revised Disclosure Statement Filed E. ALLEN REEVES: Quaker City to Auction Off Remaining Assets EARTH PRIDE: Asks for Court's Nod to Use Cash Collateral EAST BAY DRY: Plan Outline Okayed, Plan Hearing on July 6 EMAS CHIYODA: Emerging Debtors Unsecureds to Recoup Up to 5% ENVIRO-SAFE: Case Summary & 12 Unsecured Creditors ESPERANZA UNIDA: Case Summary & 20 Largest Unsecured Creditors EXCO RESOURCES: Will Take Decisive Action to Drive Value Creation FAMILY WORKS: PCO Appointment Unnecessary, Acting U.S. Trustee Says FAMILY WORKS: PCO Appointment Unnecessary, Court Says FOLTS HOME: Staff Shortages Remain an Issue, PCO Final Report Says GENON ENERGY: Consent Agreement Extended to June 6 GETHSEMANE OUTREACH: Case Summary & 20 Largest Unsecured Creditors GFC PROPERTIES: Says It Needs Cash to Maintain Properties GH CAPITAL: Recurring Losses Raise Going Concern Doubt GILDED AGE: Wants Access to Webster Cash Collateral for 30 Days GOLFSMITH INTERNATIONAL: Plan Filing Deadline Moved to Sept. 11 GREAT LAKES: CoBank Not Entitled to Secured Claim, Court Says GYMBOREE CORP: Moody's Cuts CFR to Ca on Missed Interest Payment HAMILTON ENGINEERING: Seeks Approval to Use Cash Collateral HAMMONDS TRANSPORTATION: Seeks Interim Approval to Use WB Cash HAREMU HOLDINGS: Case Summary & Largest Unsecured Creditors HARRINGTON & KING: May Use Inland Bank's Cash Until June 16 HEDCO RI: June 19 Hearing to Appoint Permanent Special Master HERTZ CORP: S&P Lowers Rating on $1.25BB 2nd Lien Notes to BB- HOMECARE RESOURCE: June 21 Hearing on PCO Appointment HTY INC: Selling Steeplechase Subdivision Properties for $1.1M HUDSON VALLEY DRYWALL: Taps Goetz Fitzpatrick as Legal Counsel HUNTINGTON INGALLS: Fitch Affirms BB+ IDR & Alters Outlook to Pos. IGAMBIT INC: Stockholders' Deficit Raises Going Concern Doubt IGNITE RESTAURANT: Joe's Crab Shack in Ch. 11 to Sell to PE Firm INTERNATIONAL AUTOMOTIVE: S&P Cuts CCR to CCC+ on Refinancing Risk ISABELLA MANAGEMENT: Case Summary & 5 Unsecured Creditors ISLE OF CAPRI CASINOS: S&P Affirms Then Withdraws 'B+' CCR JEFF BENFIELD: Eight Interim Cash Use Order Entered JMU LIMITED: Deloitte Touche Tohmatsu Raises Going Concern Doubt JPS COMPLETION: Estimates No Recovery for Unsecured Creditors JPS COMPLETION: Plan Outline Okayed, Plan Hearing on July 12 JVJ PHARMACY: Disclosures Approved; July 6 Plan Outline Hearing KEN'S CUSTOM: Auction of Corporate Stock on June 22 LA PALOMA GENERATING: Needs Until August 7 to File Chapter 11 Plan LA SABANA: Unsecureds to Recover Nothing Under Plan LADERA PARENT: Ameritrans, USHA Trustee Object to Plan Disclosures LEHMAN BROTHERS: Mortgage Trustees Accept $2.4-Bil. Offer MASSROOTS INC: Negative Cash Flow Raises Going Concern Doubt MATTHEW BAGAN DO.O.: Claims Bar Date Set for Sept. 1, 2017 METROPARK USA: Sale of Remnant Assets for $10K Approved METROTEK ELECTRICAL: June 27 Hearing on Ch. 11 Trustee Appointment MICHAEL BAKER: S&P Lowers CCR to B- on Heightened Refinancing Risk MICHAEL J. MALPERE: June 29 Disclosure Statement Hearing MICHEAL THOMAS: Plan Confirmation Hearing on June 28 MRN HOMES: Proposes to Pay Unsecured Creditors in Full Over 96 Mos. NABUFIT GLOBAL: Accumulated Deficit Casts Going Concern Doubt NAHID M F: Plan Outline Okayed, Plan Hearing on July 25 NASTY GAL: Plan Confirmation Hearing on July 25 NATIONAL EVENTS: Voluntary Chapter 11 Case Summary NAVISTAR INTERNATIONAL: Will Release 2017 Q2 Results June 7 NNN 400 CAPITOL: Eight Affiliates' Chapter 11 Case Summary NYDJ APPAREL: S&P Affirms Then Withdraws 'CCC+' CCR OAKRIDGE HOLDINGS: Obtains Final OK of $325,000 Krukeberg Loan OAKS OF PRAIRIE: May Use Illinois State Bank's Cash Through June 30 OCONEE REGIONAL: Wants to Pay Medical Providers' Prepetition Claims OLIVE BRANCH: Cash Collateral Access Extended to July 31 OMNI SPECIALIZED: Seeks Approval on $2-Mil Financing, Cash Use ONCBIOMUNE PHARMA: Recurring Losses Raise Going Concern Doubt PACIFIC DRILLING: 11 Directors Re-Appointed to Board PACIFIC DRILLING: Cyril Ducau Replaced Ron Moskovitz as Chairman PARAGON OFFSHORE: Wants Plan Exclusivity Extended Thru Aug. 4 PEN INC: Carl Zeiss Ceases to Own Class A Common Stock PERFORMANCE DESIGN: June 20 Hearing to Appoint Permanent Receiver PRIMUS WHEELER, JR: Proposes $32K Private Sale of Jackson Property PROFESSIONAL RESOURCE: June 21 Hearing on PCO Appointment Set PUERTO RICO: Peaje Sues Highway Agency on Bonds Payment PURA NATURALS: Working Capital Deficit Raises Going Concern Doubt QUALITY CARE: S&P Puts B+ CCR on CreditWatch Negative QUOTIENT LIMITED: May Issue Add'l 200K Ordinary Shares Under 2014 P RENNOVA HEALTH: Further Postpones Special Meeting to June 9 RICHARD PHILLIPS: Trustee Sale of Austin Property for $2.9M Okayed RODERICK ARCE: NJ Judge Denies Bid for Ch. 11 Trustee Appointment ROSEDALE/LAKE STREET: Case Summary & 3 Top Unsecured Creditors RUE21 INC: Texas Tax Authority Objects to Store Closing Procedures SANCTUARY CARE: Judge Denies Trustee Appointment, Ch. 7 Conversion SEARS HOLDINGS: Reportedly Closing 72 Additional Stores SEARS HOLDINGS: Resolves Craftsman Supply Dispute SKG THE PARK: Plan Outline Okayed, Plan Hearing on June 28 SKYE ASSOCIATES: Burton to Provide $250K for Worldpay Funds SPECTRUM HEALTHCARE: Can Use Up to $4.5-Mil. Cash Collateral SUBDIVISION OF SILVER: Taps Richards & Associates as Broker T&C GYMNASTICS: Has Approval to Use Cash Collateral Until Aug. 23 T.C. RENFROW: Case Summary & 3 Unsecured Creditors TENET HEALTHCARE: Moody's Rates Sec. Notes Ba3 & Unsec. Notes Caa1 TENET HEALTHCARE: S&P Lowers Rating on 2nd Lien Debt to B- TIAT CORPORATION: Plan Evidentiary Hearing Set for June 14 TKC HOLDINGS: S&P Affirms 'B' CCR & Revises Outlook to Negative TRI POINTE GROUP: Moody's Rates New $250MM Unsecured Notes Ba3 TRI POINTE GROUP: S&P Rates New Sr. Unsec. Notes Due 2027 'BB-' TWIN MILLS: Case Summary & 20 Largest Unsecured Creditors V & V SUPERMARKETS: Plan Outline Okayed, Plan Hearing on June 29 VALUEPART INC: Exit Plan to Pay Up to 35% to Unsecured Creditors VANGUARD HEALTHCARE: Taps Dorot & Bensimon as Special Counsel VPR BRANDS: Need for Additional Capital Raises Going Concern Doubt WALTER INVESTMENT: Obtains Waivers Under Units' Financing Pacts WESTERN STATES: Exit Plan Sets Aside $240K for Unsecured Claims ZELIS HEALTHCARE: S&P Assigns 'B+' CCR; Outlook Stable ZODIAC INDUSTRIES: Taps Klinger & Klinger as Accountant [*] Availability of Bankruptcy Judgeship Position in S.D. Fla. ********* 1847 HOLDINGS: Cash Flow Concerns Raise Going Concern Doubt ----------------------------------------------------------- 1847 Holdings LLC filed its quarterly report on Form 10-Q, disclosing a net income of $2.17 million on $661,863 of revenues for the three months ended March 31, 2017, compared with a net loss of $39,345 on $nil of revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $8.76 million in total assets, $7.25 million in total liabilities, and a stockholders' equity of $1.50 million. The Company's auditors have issued a "going concern" opinion, meaning that there is substantial doubt if the Company can continue as an on-going business for the next twelve months unless they are successful in acquiring a platform business that has sufficient cash flows or able obtain additional capital. The Company must raise additional cash to implement its strategy and stay in business. If the Company is unable to obtain additional working capital its business may fail. Accordingly, the Company must raise cash from sources other than operations. The Company's only other source for cash at this time is investments by its Chief Executive Officer and Chairman in the company. The Company anticipate over the next 12 months the cost of being a reporting public company will be approximately $150,000. A copy of the Form 10-Q is available at: http://bit.ly/2qQkJg2 1847 Holdings LLC is a holding company. The Company operates a consulting and advisory services business with plans to acquire additional small to medium size businesses. The Company plans to offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that has been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates. It focuses on various sectors, including consumer products, consumer services, business services, consumable industrial products, industrial services, distribution, and alternative/specialty finance. 21ST CENTURY ONCOLOGY: Moody's Withdraws Ratings Amid Bankr. Filing ------------------------------------------------------------------- Moody's Investors Service withdrew all the credit ratings of 21st Century Oncology, Inc following the company's announcement that it commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. Moody's withdrew the following ratings: Corporate Family Rating at Ca Probability of Default Rating at D-PD $125 million Senior Secured Revolving Credit Facility due 2020 at Caa2 (LGD2) $610 million Senior Secured Term Loan due 2022 at Caa2 (LGD2) $360 million Senior Unsecured Notes due 2023 at C (LGD5) Speculative Grade Liquidity Rating at SGL-4 RATINGS RATIONALE On May 25, 2017, 21st Century filed for Chapter 11 bankruptcy protection with the lenders and bondholders agreeing to reduce the company's net debt by $500 million or about half. The reorganization plan provides for $75 million debtor-in-possession (DIP) financing that will support the company's liquidity during the debt restructuring process. Moody's had last downgraded 21st Century on December 7, 2016, when the company did not make the scheduled interest payment on its unsecured notes. The company had been operating under a forbearance agreement due to the missed interest payment and other covenant violations. 21st Century's difficulties stem from a challenging reimbursement environment, material litigation payments, very weak liquidity and an unsustainable capital structure. The company had about $1.1 billion in debt, $100 million in annual interest expense and sustained negative free cash flow. 21st Century is an integrated cancer care company that operates 179 radiation therapy centers in the US (about 90% of revenue) and Latin America (10%). Revenues are around $1.1 billion. 21st Century is owned by Vestar Capital and the Canada Pension Plan Investment Board is a major preferred equity owner. ACADEMY OF MATH: S&P Assigns BB Rating on 2017B Revenue Bonds ------------------------------------------------------------- S&P Global Ratings assigned its 'AA-' enhanced program rating and 'BB' underlying rating for credit program to the Arizona Industrial Development Authority's series 2017A education revenue bonds, issued on behalf of the Academy of Math & Science, Inc. (AMS). At the same time, S&P assigned its 'BB' long-term rating on the authority's unenhanced series 2017B education revenue bonds, also issued on behalf of AMS. The outlook is stable. "The 'AA-' long-term enhanced program rating on the series 2017A reflects the conditional approval of this series of bonds into the Arizona Public School Credit Enhancement Program," said S&P Global Ratings credit analyst Kaiti Wang. "Final approval is conditional upon certain conditions being met prior to bond closing. In the unlikely event that the related fund certificate is not executed, the enhanced rating will be withdrawn," Ms. Wang added. Bond proceeds, approximately $32.5 million, will be used to refinance series 2015 bonds and four existing loans, which were used to renovate the Prince and MASSA school campuses, as well as acquire and construct an addition to MASSA, acquire and improve an administrative office, construct at Camelback, fund a debt service reserve, and pay the costs of issuance. The AMS system was founded in 2001, with the creation of AMS, and the subsequent opening of AMS Prince in Tucson in 2002. ACEMLA DE PUERTO RICO: Taps JLaw LLC as Special Counsel ------------------------------------------------------- ACEMLA de Puerto Rico, Inc. and Latin American Music Company, Inc. seek approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire a special counsel. The Debtors propose to hire Jelka Duchesne Sanabria, Esq., at JLaw LLC to represent them in a lawsuit filed by J. Walter Thompson, and to provide general consulting services in matters related to copyright law. Ms. Sanabria will receive $1,500 for 15 to 20 hours of work. Additional hours will be billed at the rate of $100 per hour. In a court filing, Ms. Sanabria disclosed that she does not represent or hold any interest adverse to the Debtors and their bankruptcy estates, and that she is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Ms. Sanabria maintains an office at: Jelka Duchesne Sanabria, Esq. JLaw, LLC 267 San Francisco Street San Juan, PR 00901 Phone: (787) 640-1944 Email: duchesne_sanabria@yahoo.com Email: prcorporateservices@gmail.com About ACEMLA de Puerto Rico Inc. ACEMLA de Puerto Rico Inc. is one of the four "Performance Rights Organization" (PRO), in the United States and No. 76 in the CISAC world roster. It controls and licenses LAMCO's non-exclusive performance rights and those of its affiliate music publisher's editors and composers. This institution was created to defend the Latin composer's rights in the United States and the world, and it is as such that in 1985, by an appeal presented before the highest federal court in this country, against a decision of the Copyright Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and since then ACEMLA operates as the fourth society, or a performance Rights Society (PRO), in the United States. ACEMLA de Puerto Rico Inc. and Latin American Music Co Inc. filed Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02021 and 17-02023) on March 24, 2017. In its petition, ACEMLA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Latin American Music estimated assets and liabilities of less than $1 million. The Hon. Enrique S. Lamoutte Inclan presides over the cases. Gratacos Law Firm, PSC, serves as bankruptcy counsel. The Debtors hired Aquino, De Cordova, Alfaro & Co., LLP as their accountant. A list of ACEMLA's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/prb17-02021.pdf ACEMLA DE PUERTO RICO: Taps Levine Sullivan as Special Counsel -------------------------------------------------------------- ACEMLA de Puerto Rico, Inc. and Latin American Music Company, Inc. seek approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire a special counsel. The Debtors propose to hire Levine Sullivan Koch & Schulz, LLC to provide legal services in matters related to copyright and intellectual property law. These services include defending the Debtors against claims challenging their intellectual property rights, assisting them in making claims against those who have infringed their copyrights, and advising them on related legal issues. Levine Sullivan will charge an hourly fee of $515 for its services. Robert Penchina, Esq., a partner at Levine Sullivan, disclosed in a court filing that he and other members of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Penchina, Esq. Levine Sullivan Koch & Schulz, LLC 321 West 44th Street, Suite 1000 New York, NY 10036 Tel: 2122-850-6109 Fax: 212-850-6299 Email: rpenchina@lskslaw.com About ACEMLA de Puerto Rico Inc. ACEMLA de Puerto Rico Inc. is one of the four "Performance Rights Organization" (PRO), in the United States and No. 76 in the CISAC world roster. It controls and licenses LAMCO's non-exclusive performance rights and those of its affiliate music publisher's editors and composers. This institution was created to defend the Latin composer's rights in the United States and the world, and it is as such that in 1985, by an appeal presented before the highest federal court in this country, against a decision of the Copyright Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and since then ACEMLA operates as the fourth society, or a performance Rights Society (PRO), in the United States. ACEMLA de Puerto Rico Inc. and Latin American Music Co Inc. filed Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02021 and 17-02023) on March 24, 2017. The Hon. Enrique S. Lamoutte Inclan presides over the cases. Gratacos Law Firm, PSC, serves as bankruptcy counsel. In its petition, ACEMLA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Latin American Music estimated assets and liabilities of less than $1 million. A list of ACEMLA's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/prb17-02021.pdf ADELINA BRISENO: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ---------------------------------------------------------------- Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas entered an Order on May 30, 2017, directing the United States Trustee to appoint a Chapter 11 Trustee for Adelina Briseno dba Briseno Construction. The Order was made pursuant to the State of Texas' Motion to Appoint a Chapter 11 Trustee for the Debtor. Adelina Briseno filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-70073) on February 27, 2017, and is represented by Antonio Martinez, Jr., Esq. ADEPTUS HEALTH: Committee, Dignity Health Oppose Financing Motion ----------------------------------------------------------------- BankruptcyData.com reported that Adeptus Health's official committee of unsecured creditors and Dignity Health filed with the U.S. Bankruptcy Court separate objections to the Company's financing motion. The committee asserts, "Despite equally hard-fought negotiations, the Committee has not been able to change Deerfield's desire to control the direction of these cases and restrict the exercise of the Debtors' and the Committee's respective fiduciary duties to maximize value. Specifically, the DIP requires that the Debtors' and the Committees' professionals strictly adhere to the Budget - and, to the extent any professional fees exceed the Budget, waive their entitlement to assert any administrative claims at the outset of these cases . . . . Deerfield is attempting, through its position as a DIP Lender, to compromise the independent decision making process of both the Debtors and the Committee. This type of control of a chapter 11 case by a DIP Lender cannot be tolerated . . . . If Deerfield is unwilling to take on these obligations and have the Debtors' cases funded, in compliance with chapter 11 norms and established practices, in a way that permits the Debtors, the Committee, and their professionals to satisfy their fiduciary duties, they should not receive the benefits of the bankruptcy process. The Committee is committed to maximizing value for all in as efficient a way as possible, but cannot be asked to compromise its independence and fiduciary duties. Simply put, if Deerfield will not pay for the tremendous benefit of chapter 11, then perhaps the cases should be dismissed and Deerfield should attempt to assert its rights as a secured creditor under applicable state law or the Debtors' cases should be converted to chapter 7." About Adeptus Health Adeptus Health LLC -- http://www.adpt.com/-- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates, including Adeptus Health, Inc., and Adeptus Health LLC, each filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No. 17-31432) on April 19, 2017, listing $798.7 million in total assets and $453.48 million in total debt as of Sept. 30, 2016. Andrew Hinkelman, chief restructuring officer, signed the petitions. Judge Stacey G. Jernigan presides over the cases. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as special counsel; FTI Consulting, Inc., as chief restructuring officer; Houlihan Lokey, Inc., as investment banker; and Epiq Systems as claims and noticing agent. On May 1, 2017, a nine-member official unsecured creditors committee was formed in the case. The committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Daniel T. McMurray has been named as Patient Care Ombudsman in the Debtors' cases. ALESSI FAMILY: Disclosure Statement Hearing Set for June 29 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida will continue the hearing on the disclosure statement filed by The Alessi Family Limited Partnership on June 29. The hearing will be held at 9:30 a.m., at Courtroom 301, 299 East Broward Boulevard, Fort Lauderdale, Florida. About The Alessi Family The Alessi Family Limited Partnership owns and operates two residential buildings. One is located at 1941 Washington Street, Hollywood, Florida and consists of eight separate residential apartments. The other is located at 1956 Lincoln Street, Hollywood, Florida and consists of 10 separate residential apartments. The Alessi Family Limited Partnership filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-25093) on Nov. 9, 2016. The petition was signed by Daniel A. Alessi, general partner. At the time of the filing, the Debtor had estimated $1 million to $10 million both assets and liabilities. The case is assigned to Judge John K. Olson. The Debtor is represented by Brian S. Behar, Esq., at Behar, Gutt & Glazer, P.A. No official committee of unsecured creditors has been appointed. ALL RESORT GROUP: Committee Taps Snell & Wilmer as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of All Resort Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire legal counsel. The committee proposes to hire Snell & Wilmer LLP to, among other things, represent it in its analysis of the reorganization or liquidation of the Debtor's assets, investigate acts and conduct of the Debtor that may impact its business, and assist in the preparation of a reorganization plan. Troy Aramburu, Esq., and Jeffrey Tuttle, Esq., the attorneys who will be primarily responsible for the committee's representation in the case, will charge $395 per hour and $295 per hour, respectively. Mr. Aramburu disclosed in a court filing that his firm does not represent the Debtor or any of its creditors in matters related to the bankruptcy case. The firm can be reached through: Troy J. Aramburu, Esq. Jeff Tuttle, Esq. Snell & Wilmer L.L.P. 15 West South Temple, Suite 1200 Salt Lake City, UT 84101 Tel: (801) 257-1900 Fax: (801) 257-1800 Email: taramburu@swlaw.com Email: jtuttle@swlaw.com About All Resort Group All Resort Group, Inc. -- http://www.allresort.com/-- is a diversified transportation services company providing a variety of types of transportation services to both the general public and corporate customer through its fleet of SUVs, sedans, private vans, and stretch conversion vehicles. It also provides transportation services to larger groups traveling to a single destination such as business conferences, tours or large gatherings using motor coaches and mini buses. In addition, it provides shuttle services to employees at the Rio Tinto Kennecott Mine. The Debtor filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-23687) on April 28, 2017. J.L. Killingsworth, president, signed the petition. At the time of the filing, the Debtor estimated assets and debt at $10 million to $50 million. The case is assigned to Judge R. Kimball Mosier. Anna W. Drake, Esq., at Anna W. Drake, P.C., represents the Debtor as bankruptcy counsel. The Debtor hired GlassRatner Advisory & Capital Group, LLC, as its financial advisor. On May 19, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. AM CASTLE: Has $210-Mil. Financing for Prepackaged Restructuring ---------------------------------------------------------------- A. M. Castle & Co., a distributor of specialty metal and supply chain solutions, executed commitment letters with PNC Bank, National Association for: (1) a $125 million senior-secured, revolving credit facility (the "New ABL Facility") that will close when Castle completes its prepackaged financial restructuring later this summer and will be utilized, in part, to repay certain existing debt; and (2) an $85 million senior-secured, revolving, debtor-in-possession credit facility (the "DIP Facility"), as needed, during the Company's restructuring. The closing of the New ABL Facility and the DIP Facility are each subject to the closing conditions set forth in the respective commitment letters, including, without limitation, definitive documentation and bankruptcy court approval. Executive Vice President and Chief Financial Officer Patrick Anderson commented, "We believe that reaching these agreements with PNC, an established lender to the metals industry, will be extremely advantageous to Castle as we complete our financial restructuring, allowing us to emerge a financially stronger company. PNC's commitment to providing working capital at competitive rates will significantly reduce our cost of capital resulting in substantial cash interest savings of at least 70% from our current annualized rate of approximately $36 million which will help us deliver on our promise of growing our partnerships with our vendors and improving our service to our customers." The Company has solicited votes on its proposed Prepackaged Joint Chapter 11 Plan of Reorganization (the "Plan") and expects to announce the results of the solicitation shortly. The Plan, supported by the Company's existing liquidity and further buttressed by the DIP Facility, upon a closing thereof, provides that the Company will continue to operate business as usual, including paying all vendors in a timely manner, delivering product to its customers without any change in quality or on-time performance, and continuing to compensate its employees competitively and timely. When Castle completes its proceeding later this summer, anticipated to be within 45 to 60 days of commencement, the New ABL Facility will be used to refinance certain existing secured debt of the Company, any DIP Facility borrowing and will provide additional capital, supplementing funds contributed by certain new money notes, to support the Company's uninterrupted operations as it emerges from bankruptcy court protection. President and CEO Steve Scheinkman concluded, "We are very pleased that the path we laid out on April 7 continues to progress as we envisioned. These agreements with PNC are another step in delivering what we promised to all our stakeholders regarding the restructuring, and we look forward to announcing our next steps in the coming weeks and completing the restructuring this summer, as we originally planned." New ABL Facility Commitment Letter On June 2, 2017, A.M. Castle entered into a commitment letter with PNC Bank, National Association ("PNC"). The New ABL Facility Commitment Letter contemplates a $125 million senior-secured, revolving credit facility for the Company (the "New ABL Facility"), to be entered into upon the effective date of the Company's previously announced pre-packaged chapter 11 plan of reorganization (the "Plan"). Under the New ABL Facility Commitment Letter, PNC has agreed to act as Agent, Lead Arranger and Sole Book Runner of the New ABL Facility. The New ABL Facility Commitment Letter sets forth certain of the anticipated terms and conditions of the New ABL Facility. Consummation of the New ABL Facility will be subject to the completion of definitive documentation, the satisfaction of certain conditions, including bankruptcy court approval thereof, and the payment by the Company of required fees and expenses. The proceeds of the New ABL Facility, upon closing, would be used to (a) refinance certain existing secured debt of the Company and its subsidiaries, including debt under a DIP Facility, (b) pay fees and expenses related to this transaction, (c) satisfy ongoing capital expenditures, and (d) provide for the ongoing growth and working capital needs of the Company and certain of its subsidiaries. Interest on New ABL Facility indebtedness is expected to accrue based on the applicable LIBOR-based rate, as set forth in the New ABL Facility Commitment Letter. The obligations of the Company and its existing and future subsidiaries are, subject to certain conditions, to be secured by a first-priority perfected security interest in all or substantially all of their respective assets and the Company's equity interests in its subsidiaries. Under the New ABL Facility Commitment Letter, and in consideration for PNC's commitment, the Company has agreed to pay PNC a customary deposit for reasonable costs and expenses that may be incurred by PNC in connection with the transactions contemplated by the New ABL Facility Commitment Letter, which deposit is subject to reduction on a dollar-for-dollar basis to reflect a credit for the deposit to be paid by the Company to PNC in connection with the DIP Facility, and further subject to refund (less costs incurred) if the New ABL Facility does not close. The Company is required to obtain an order of the bankruptcy court approving the Company's reimbursement and indemnification obligations under the New ABL Facility Commitment Letter and to work exclusively with PNC to consummate the New ABL Facility until the New ABL Facility Commitment Letter expires. The New ABL Facility Commitment Letter expires on the earlier of (a) July 31, 2017, if substantially final definitive documentation has not been negotiated between the Company and PNC on or prior to such date (unless otherwise extended in writing by the Borrower and PNC, each in their sole discretion); (b) Aug. 31, 2017 (or such later date as may be agreed in writing by Borrower and PNC, each in their sole discretion), if the New ABL Facility has not closed on or before such date; or (c) upon the closing of the New ABL Facility. DIP Facility Commitment Letter On June 2, 2017, the Company entered into a commitment letter with PNC. The DIP Facility Commitment Letter contemplates an $85 million senior-secured, revolving debtor-in-possession credit facility (the "DIP Facility"), the proceeds of which would be used to repay certain existing debt and provide additional working capital to enable the Company to implement the restructuring of the Company's debt and equity under the Plan. Under the DIP Facility Commitment Letter, PNC has agreed to act as Agent, Lead Arranger and Sole Book Runner of the DIP Facility. The DIP Facility Commitment Letter sets forth certain of the anticipated terms and conditions of the DIP Facility. Consummation of the DIP ABL Facility will be subject to the completion of definitive documentation, the satisfaction of certain conditions, including bankruptcy court approval thereof, and the payment by the Company of required fees and expenses. The purpose of the DIP Facility is to (a) refinance certain existing first lien loan obligations of the Company, (b) pay fees and expenses related to the DIP Facility, and (c) provide for on-going working capital needs to, among other things, pay for administrative expenses incurred by the Company, subject to an approved budget. Interest on DIP Facility indebtedness is expected to accrue based on the applicable LIBOR-based rate, as set forth in the DIP Facility Commitment Letter. The obligations of the Company and its debtor subsidiaries are to be (i) entitled to super-priority administrative expense claim status pursuant to the Bankruptcy Code with priority over any administrative expenses of a kind specified in the Bankruptcy Code, subject to a carve-out for certain specified bankruptcy-related fees and expenses; and (ii) secured, pursuant to the Bankruptcy Code, by a first-priority perfected security interest and lien on all or substantially all of the Company's and its debtor subsidiaries' respective assets and the Company's equity interests in its subsidiaries, subject to such carve-out. Under the DIP Facility Commitment Letter, and in consideration for PNC's commitment, the Company has agreed to pay PNC a customary deposit for reasonable costs and expenses that may be incurred by PNC in connection with the transactions contemplated by the DIP Facility Commitment Letter, subject to refund (less costs incurred) if the DIP Facility does not close. The DIP Facility Commitment Letter expires on the earlier of (a) June 30, 2017 (or such later date as may be agreed in writing by Borrower and PNC, each in its sole discretion) if the DIP Facility has not closed on or before that date or (b) upon the closing of the DIP Facility. About A. M. Castle & Co. Founded in 1890, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller-sized firms spread across a variety of industries. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company reported a net loss of $13.49 million on $135.9 million of revenue in the three months ended March 31, 2017, compared with a net loss of $36.87 million on $163.8 million of revenue for the same period in 2016. The Company disclosed $339.2 million in assets, $388.4 million in liabilities and a $49.195 million stockholders deficit as of March 31, 2017. AM CASTLE: Terms of Proposed Prepackaged Chapter 11 Plan -------------------------------------------------------- A. M. Castle & Co., Keystone Tube Company, LLC, and other affiliates on May 15, 2017, commenced solicitation of votes on a proposed Prepackaged Joint Chapter 11 Plan of Reorganization that says some of the secured debt will be converted into equity, general unsecured creditors owed up to $100 million will recover 100 cents on the dollar, and existing equity holders will get 20% of the reorganized company. Voting deadline on the Prepackaged Plan was June 2, 2017, unless otherwise extended. Only holders of prepetition first lien secured claims totaling $99.5 million, prepetition second lien secured claims totaling $177 million, and prepetition third lien secured claims totaling $22.3 million were entitled to vote on the Plan. The Plan is supported by the Debtors and the Consenting Creditors, representing 100% of the allowed prepetition first lien secured claims, approximately 92% of the allowed prepetition second lien secured claims, and approximately 61% of the allowed prepetition third lien secured claims. The Debtors believe that the Plan provides the best restructuring alternative available to these estates. Notably, the Plan is comprised of the following key elements: * providing a 100% recovery to Allowed General Unsecured Claims and all creditors who are Unimpaired under the Plan; * implementing a new senior secured exit financing facility and issuing second lien secured New Money Notes in consideration of a capital infusion of up to $40 million to refinance or exchange the Prepetition First Lien Secured Claims and to provide working capital for the Reorganized Debtors; * deleveraging the Debtors' balance sheet by exchanging approximately $200 million of the Prepetition Second Lien Notes and the Prepetition Third Lien Notes for New Common Stock in the Reorganized Debtors and certain convertible Exchange Notes, together with certain Cash distributions; and * extinguishing all of the existing equity interests in A.M. Castle & Co., but providing such equity Holders with the opportunity to receive a 20% share of New Common Stock in Reorganized Parent, subject to dilution, as part of a settlement encompassed in the Plan. The estimated recoveries under the Plan are as follows: Amount Estimated Class Type of Claim/Interest (in millions) Recovery ----- ---------------------- ---------- -------- 1 Other Priority Claims $0 100% 2 Other Secured Claims $0 100% 3 Prep. First Lien Secured Claims $112 100% 4 Prep. Second Lien Claims $177 63%-69% 5 Prep. Third Lien Claims $22.3 14%-26% 6 General Unsecured Claims $90 to $100 100% 7 Intercompany Claims N/A 100% 8 Equity Interests in Parent N/A __% 9 Equity Interests in Subsidiaries N/A 100% Estimated recovery for the Prepetition Second Lien Secured Claims is based upon the New Notes to be issued in the original principal amount of $111.875 million, plus $6.65 million in Cash, plus 65% of the New Common Stock, subject to dilution as set forth in the Plan, which together are estimated to yield a recovery in the aggregate of $119 million to $131 million. Estimated recovery for the Prepetition Third Lien Secured Claims is based upon the New Notes to be issued in the original principal amount of $3.125 million, plus 15% of the New Common Stock, subject to dilution as set forth in the Plan which together are estimated to yield a recovery in the aggregate of $3 million to $6 million. As part of a settlement encompassed in the Plan, Holders of Equity Interests in Parent who do not object to the Plan and do not opt-out of certain third party releases are entitled to share in 20% of the New Common Stock, subject to dilution as set forth in the Plan, which is estimated to yield a recovery of $0.1 million to $4 million. Through the Plan, the Debtors expect to reduce their ongoing cash interest expense by more than 70% and to create a sustainable capital structure that will uniquely position the Reorganized Debtors for success in the metals industry. The Company says that completing its comprehensive financial restructuring via the Plan will limit disruption to the business and minimize certain costs and unfavorable tax results. Further, as previously agreed with more than 92% of the Company's secured creditors in the Restructuring Support Agreement announced on April 7, 2017, the Plan contemplates that the Company will continue to operate in the ordinary course of its business, including timely shipments to customers and payments to vendors within terms. The Company has also entered into new employment agreements with key executives whose leadership has resulted in the Company's recent improved operating results and who are committed to completing the restructuring this summer and driving the Company's future growth, providing further stability to our now improving business. On May 12, 2017 the board of directors of the Company approved, and authorized the Company to enter into, an Amended and Restated Employment Agreement with each of four of its executive officers: President and Chief Executive Officer Steven W. Scheinkman, Executive Vice President, General Counsel, Secretary and Chief Administrative Officer Marec E. Edgar, Executive Vice President and Chief Financial Officer Patrick R. Anderson, and Executive Vice President and Chief Operating Officer Ronald E. Knopp. Best Restructuring Alternative After weeks of active and arm's-length negotiations, the Company, in consultation with its advisors, reached agreement on the terms of the Plan with the Consenting Creditors, representing approximately 92% by principal amount in the aggregate of the Holders of Prepetition First Lien Secured Claims, Prepetition Second Lien Secured Claims, and Prepetition Third Lien Secured Claims. The Company believes that the Plan is the best restructuring alternative reasonably available to the Company. Because Holders of Prepetition First Lien Secured Claims, Prepetition Second Lien Secured Claims, and Prepetition Third Lien Secured Claims are the only impaired creditor Classes under the Plan, only such Holders are entitled to vote on the Plan. The Plan represents a significant achievement for the Company and should greatly enhance the Company's ability to reorganize successfully and expeditiously. Through confirmation of the Plan, the Company will restructure and substantially deleverage its balance sheet; obtain new exit financing on advantageous terms; reduce its cash interest expense to a level that is aligned with its expected future cash flows; and retain additional flexibility to invest in growth initiatives to maximize enterprise value. For all of these reasons, the Company believes that it will have sufficient liquidity during the course of the Chapter 11 Cases and will be well-positioned going forward. The Debtors had $300 million in principal amount of outstanding debt. Upon emergence from chapter 11, the Reorganized Debtors expect to have outstanding debt primarily consisting of obligations under a contemplated new $75 million asset based revolving credit facility and New Notes that will be issued in an aggregate initial principal amount of up to $167.4 million. Accordingly, the Reorganized Debtors will have a significantly deleveraged and improved balance sheet and a more appropriate capital structure. Moreover, the New Notes will be convertible into shares of New Common Stock pursuant to the terms and conditions set forth in the New Notes Documents. Any such conversions after the Effective Date would further deleverage and improve the Reorganized Debtors' balance sheet. Pursuant to the Restructuring Support Agreement, subject to the terms and conditions set forth therein, the Debtors have obtained the agreement of Holders of 100% in principal amount of the Prepetition First Lien Secured Claims, approximately 92% in principal amount of the Prepetition Second Lien Secured Claims, and approximately 61% in principal amount of the Prepetition Third Lien Secured Claims to vote in support of the Plan. As of the anticipated Petition Date, the Prepetition First Lien Secured Claims consist of an outstanding principal amount of $112.0 million, the Prepetition Second Lien Secured Claims consist of an outstanding principal amount of $177.0 million, and the Prepetition Third Lien Secured Claims consist of an outstanding principal amount of $22.3 million, respectively, in each case together with any other obligations owed by the Debtors under the applicable debt documents. Under the Plan, the Prepetition First Lien Secured Claims will be paid in full through the New ABL Facility or refinanced and exchanged into the New Roll-Up Facility, and the Prepetition Second Lien Secured Claims and the Prepetition Third Lien Secured Claims will be exchanged for a respective share of New Notes and New Common Stock in Reorganized Parent, subject to, among other things, dilution on account of shares of New Common Stock issued upon conversion of the New Notes and shares issued or available for issuance under the Management Incentive Plan. All Allowed Other Secured Claims will receive either: (A) payment in full in Cash; (B) such other less favorable treatment as to which the Debtors or Reorganized Debtors and the Holder of such Allowed Secured Claim will have agreed upon in writing; (C) the collateral securing such Allowed Secured Claim; or (D) other treatment rendering such Claim Unimpaired. Holders of General Unsecured Claims will receive payment in full and are unimpaired under the Plan. Equity Interests in Parent will be extinguished, but Holders of Equity Interests will be entitled to share in a portion of the New Common Stock as part of a settlement embodied in the Plan if such Holders do not object to the Plan and provide third party releases as part of the Plan. The Plan is feasible and will be implemented with existing cash-on-hand and funding under the New ABL Facility or New Roll-Up Facility and the New Notes. The New Roll-Up Facility, if it becomes necessary, will be provided to the Holders of Prepetition First Lien Secured Claims in exchange for, together with certain Cash distributions, such Claims. In addition, certain Consenting Creditors have agreed to purchase the New Money Notes pursuant to the Commitment Agreement. The Plan contemplates certain transactions, including, without limitation, the following (described in greater detail in Article III herein): -- Prior to the Effective Date, the Company will enter into the Commitment Agreement with certain Consenting Creditors (the "Commitment Parties") pursuant to which such Consenting Creditors will commit to purchase New Notes (the "New Money Notes") for an aggregate purchase price of up to $40 million (the "New Money Amount"), subject to decrease based on the Reorganized Debtors' Opening Liquidity as of the Effective Date. The New Money Notes will be issued at a price of $800 in cash for each $1,000 in principal amount of New Money Notes, but shall otherwise contain the same terms and conditions as the Exchange Notes offered to the Company's other creditors, and the MIP Notes issued pursuant to the Management Incentive Plan, each as discussed below. In consideration for the Commitment Parties' agreements in the Commitment Agreement, the Commitment Parties shall receive a put option payment equal to $2.0 million (which represents 5.0% of the maximum New Money Amount) (the "Put Option Payment"). -- The Company will use best efforts to enter into a new asset-based revolving credit facility (the "New ABL Facility") on or before the Effective Date, the final form and substance of which shall conform to the Restructuring Support Agreement and be acceptable to the Required Consenting Creditors. -- If the Company is unable to close on the New ABL Facility on or before the Effective Date, then the Prepetition First Lien Lenders (the "New Roll-Up Lenders") will receive on account of their Prepetition First Lien Secured Claims, inter alia, as of the Effective Date, a new first lien term loan credit facility in an aggregate initial principal amount equal to the amount of any unpaid Prepetition First Lien Secured Claims that are not otherwise satisfied in Cash (the "New Roll-Up Facility"). The New Roll-Up Facility, if any, shall (a) bear interest at the fixed annual rate of 10.0% for the first eighteen (18) months and 11.0% for the next 18 months, payable monthly in cash, (b) have a maturity date that is three years after the Effective Date, (c) may be prepaid in full at any time during the first eighteen (18) months subject to payment of a prepayment premium equal to 101.0% of the principal amount so prepaid, and thereafter with no prepayment penalty, and (d) shall otherwise be in form and substance acceptable to the Roll-up Lenders, the Company and the Required Consenting Creditors. The Reorganized Debtors, including certain of Reorganized Parent's direct and indirect subsidiaries, shall be obligors under the New Roll-Up Facility, which shall be secured by a first priority perfected security interest on all or substantially all of the obligors' assets, subject to certain exceptions to be agreed upon. -- Either the New ABL Facility or the New Roll-Up Facility shall provide, as of the Effective Date, sufficient funding or deemed funding, together with the Debtors' Cash on hand including the proceeds from the New Money Notes, to satisfy the DIP Facility Claims (if any) and the Prepetition First Lien Secured Claims in full. -- On the Effective Date, Reorganized Parent shall issue new senior secured convertible notes (the "New Notes") in an aggregate initial principal amount of up to $167.4 million, which shall consist of (i) $115.0 million in aggregate initial principal amount of Exchange Notes, which shall be convertible into 60.36% of the New Common Stock on a fully diluted basis as of the Effective Date (assuming for illustrative purposes only that the New Money Amount is $35 million and that the Debtors incur the New ABL Facility on the Effective Date with initial borrowings (together with any borrowings under any Foreign Facilities, as defined in Schedule A) of $75. million), (ii) up to $50.0 million in aggregate initial principal amount of New Money Notes, which shall be convertible into up to 22.96% of the New Common Stock on a fully diluted basis as of the Effective Date pursuant to the Commitment Agreement (assuming for illustrative purposes only that the New Money Amount is $35 million and that the Debtors incur the New ABL Facility on the Effective Date with initial borrowings (together with any borrowings under any Foreign Facilities, as defined in Schedule A) of $75.5 million), and (iii) $2.4 million in aggregate initial principal amount of MIP Notes. On the Effective Date, on an as-converted and fully-diluted basis, the New Common Stock (including the New Common Stock issuable upon conversion of the New Notes) shall be allocated in a manner consistent with the methodology set forth on Schedule A hereto, and the conversion rate of the New Notes shall reflect such allocations and methodology. The New Notes shall be governed by the New Notes Documents, which shall be in form and substance consistent with the Restructuring Support Agreement and acceptable to the Required Consenting Creditors. -- The New Notes will (a) have a maturity date that is five years after the Effective Date, (b) bear interest at the fixed annual rate of (i) if the Company has closed on a New ABL Facility on or before the Effective Date, either (A) 5.0% payable quarterly in cash or (B) if payment of interest in cash would trigger a covenant default or block access to required liquidity under the New ABL Facility, 7.0% payable quarterly in-kind or (ii) if the Company has closed on the New Roll-Up Facility on or before the Effective Date, either (A) 5.0% payable quarterly in cash or (B) at the election of the Company based on management's reasonable, good faith assessment of then current liquidity, 7.0% payable quarterly in kind, (c) be secured by a perfected (i) second priority lien on all of the issuer's and guarantors' assets that secure the New ABL Facility or New Roll-Up Facility, as applicable, and (ii) first priority lien on any assets that do not secure the New ABL Facility or New Roll-Up Facility, as applicable, and (d) be convertible into New Common Stock at any time at the option of the holder of such New Notes at a conversion premium of 20.0% based on a total enterprise value of the Company of $250 million. The New Notes Indenture will contain restrictive covenants that are substantially similar to those contained in the Prepetition Second Lien Indenture, with certain adjustments to be agreed by the Company and the Required Consenting Creditors. The New Notes will be subject to anti-dilution protections substantially similar to those contained in the Prepetition Third Lien Indenture. -- In full and final satisfaction of the Prepetition First Lien Secured Claims, each Holder of an Allowed Prepetition First Lien Secured Claim will receive, as applicable, in full satisfaction, settlement, discharge and release of, and in exchange for, such Claim, (a) in the event that the Debtors incur the New ABL Facility on the Effective Date, Cash in an amount equal to the amount of such Allowed Prepetition First Lien Secured Claim, or (b) in the event that the Debtors incur the New Roll-Up Facility on the Effective Date, its Pro Rata share of (1) Cash in an amount equal to the Exit Fee (as defined in the Prepetition First Lien Loan Agreement) plus all accrued and unpaid interest through and including the Effective Date, and (2) term loans under the New Roll-Up Facility in an aggregate principal amount equal to the amount of all Allowed Prepetition First Lien Secured Claims less the amount of Cash paid pursuant to the preceding clause (b)(1). -- In full and final satisfaction of the Prepetition Second Lien Secured Claims, on the Effective Date, each Holder of a Prepetition Second Lien Secured Claim will receive its Pro Rata share of (a) New Notes in an aggregate initial principal amount equal to $111.875 million, (b) 65.0% of the New Common Stock, subject to dilution only on account of (i) shares of New Common Stock issued upon conversion of the New Notes and (ii) the Management Incentive Plan, and (c) cash in amount equal to $6.65 million. -- In full and final satisfaction of the Prepetition Third Lien Secured Claims, on the Effective Date, each Holder of a Prepetition Third Lien Secured Claim will receive its Pro Rata share of (a) New Notes in an aggregate initial principal amount equal to $3.125 million, and (b) 15.0% of the New Common Stock, subject to dilution only on account of (i) shares of New Common Stock issued upon conversion of the New Notes and (ii) the Management Incentive Plan. -- Holders of Allowed General Unsecured Claims will either receive, on account of such claims, payment in full in cash or otherwise have their rights reinstated under the Bankruptcy Code. -- The existing Equity Interests in the Parent shall be extinguished and Holders thereof shall not receive any recovery on account of such Equity Interests. However, in full settlement of any potential claims that the Holders of Equity Interests in Parent could assert against the Debtors, on the Effective Date, each Holder of an Equity Interest in Parent who does not object to the Plan and does not opt-out of the releases contained in the Plan will receive such Holder's Pro Rata share of 20.0% of the New Common Stock, subject to dilution only on account of (i) shares of New Common Stock issued upon conversion of the New Notes and (ii) the Management Incentive Plan. On the Effective Date, all warrants and options to purchase Equity Interests in Parent and any related claims will be cancelled. -- Upon the Effective Date, the Reorganized Parent is expected to continue to be a reporting company under the Securities Exchange Act of 1934, as amended, with a single class of equity interest (the "New Common Stock"). The New Common Stock shall be subject to customary registration rights. -- The board of directors of the Reorganized Parent (the "New Board") shall be comprised of five members: (i) the President and Chief Executive Officer of the Reorganized Parent, (ii) Jon Mellin, and (iii) three directors selected by the Consenting Creditors. Steven W. Scheinkman will be chairperson of the New Board until the 2018 annual shareholders meeting, or longer if approved by the New Board. -- The Reorganized Parent will adopt and implement a new management equity incentive plan (the "Management Incentive Plan"). Among other things, the Management Incentive Plan will provide for 10% of the New Common Stock outstanding as of the Effective Date on a fully diluted basis other than on account of any dilution from shares of New Common Stock issued upon conversion of the New Money Notes (as adjusted to exclude any original issue discount and any Put Option Payment associated with such notes) to be reserved for grants to be approved by the New Board for directors, officers, and other key employees of the Reorganized Company (the "MIP Pool"). The MIP Pool shall consist of $2.4 million in aggregate initial principal amount of New Notes, and the remainder shall be in the form of New Common Stock. A copy of the Disclosure Statement dated May 15, 2017, is available at https://is.gd/Yxh5pK Parties Involved in Case The first lien lenders are (i) Highbridge Capital Management, LLC, Corre Partners Management, LLC, Whitebox Credit Partners, L.P., WFF Cayman II Limited, and SGF, LLC and (iii) Cantor Fitzgerald. U.S. Bank National Association, is the trustee under the 12.75% Senior Secured Notes due 2018 (Existing Second Lien Secured Debt) and the 5.25% Convertible Senior Secured Notes due 2019 (Existing Third Lien Debt). Proposed Counsel for the Debtors Richard M. Pachulski, Esq. Jeffrey N. Pomerantz, Esq. Maxim B. Litvak, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 (Courier 19801) Telephone: 302/652-4100 Facsimile: 302/652-4400 E-mail: rpachulski@pszjlaw.com jpomerantz@pszjlaw.com mlitvak@pszjlaw.com pkeane@pszjlaw.com Paul, Weiss, Rifkind, Wharton & Garrison LLP is legal counsel and Ducera LLC is financial advisor to certain Consenting Creditors other than SGF, Inc. Goodwin Procter LLP is counsel to SGF, Inc., a holder of prepetition first lien secured claims and prepetition second lien secured claims. About A. M. Castle & Co. Founded in 1890, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller-sized firms spread across a variety of industries. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. A.M. Castle's common stock is traded on the OTCQB Venture Market under the ticker symbol "CASL". The Company reported a net loss of $13.49 million on $135.9 million of revenue in the three months ended March 31, 2017, compared with a net loss of $36.87 million on $163.8 million of revenue for the same period in 2016. The Company disclosed $339.2 million in assets, $388.4 million in liabilities and a $49.195 million stockholders deficit as of March 31, 2017. AQGEN ASCENSUS: S&P Affirms 'B+' Rating on 1st-Lien Term Loan ------------------------------------------------------------- S&P Global Ratings affirmed the 'B+' issue-level rating on AqGen Ascensus Inc.'s first-lien term loan following the proposed $25 million add-on to fund an acquisition. The recovery rating remains '2', indicating our expectation of substantial (70%-90%, rounded estimate 70%) recovery in the event of a payment default. S&P expects the offering to be leverage neutral, and pro forma for the acquisition, S&P expects AqGen Ascensus will maintain debt-to-EBITDA around 7.4x. The company will have approximately $630 million of debt outstanding pro forma for this transaction. S&P expects the company to maintain leverage below 7.5x in the next 12 months as it integrates acquisitions and maintains base business. S&P's business risk assessment on AqGen Ascensus reflects the company's small size and participation in the niche micro and small plan 401(k) retirement and 529 plan administration markets that are dominated by large institutional asset management firms, which could provide the same reporting and administration services in-house. S&P also factors in the company's strong profit margin as a market leader in 529 plans and its ability to more efficiently service micro and small retirement plans. S&P views the U.S. retirement savings market as stable. S&P believes AqGen Ascensus is well positioned to benefit from the outsourcing of small retirement plans from large institutional asset-management firms, where passive investment trends continue to pressure margin and large players look to outsource noncore functions and segments of their businesses. RATINGS LIST AqGen Ascensus Inc. Corporate Credit Rating B/Stable/-- Issue Ratings Affirmed; Recovery Ratings Unchanged AqGen Ascensus Inc. Senior Secured 1st Lien Term Loan due 2022 B+ Recovery Rating 2(70%) ASPEN COURT: Cash Collateral Access Granted Through June 30 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has authorized Aspen Court, L.L.C., to use cash collateral on an interim basis during the period May 31, 2017, through June 30, 2017. A final hearing on the Debtor's cash collateral use is scheduled for June 27, 2017, at 10:30 a.m. In return for the Debtor's continued interim use of cash collateral, Soy Capital Bank, Old Second Bank, Commerce Bank and Heartland Bank are granted adequate protection for their purported secured interests in property of the Debtor: 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, will name Lenders as loss payees and mortgagees on such insurance policies as provided in the respective pre- petition loan documents and shall provide copies of insurance policies, or endorsements as reasonably requested by any Lender; c. the Debtor will, upon reasonable request, make available to the Lenders evidence of that which constitutes their collateral or proceeds; d. the Debtor will properly maintain its assets in good repair and properly manage its business; e. the Lenders are granted valid, perfected, enforceable security interests in and to Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of this estate to the extent and priority of their alleged pre-petition liens, if valid, but, for any Lender, only to the extent of any diminution in the value of the Lender's collateral during the period from the commencement of the Debtor's Chapter 11 case through June 30, 2017; and f. starting in the month ending on May 31, 2017, and in addition to any reporting obligations of U.S. Trustee, the Debtor will file and serve upon Lenders' counsel by the 15th of each month a financial report for the prior month, broken down for each property, that shows the revenues received and expenses incurred with respect to each property. A copy of the court order is available at: http://bankrupt.com/misc/ilnb17-16064-23.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. ATHLETIC EDGE: Claims Bar Date Set for Sept. 6, 2017 ---------------------------------------------------- A petition was filed on May 9, 2017, commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, made by Athletic Edge Nutrition, Inc., a Florida Corporation, Assignor, to Hylton Wynick, Assignee. The proceeding is pending before the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2017-CA-005176-XXXX-MB. Athletic Edge is based at 1200 Holland Drive, Units 1230 & 1228. Mr. Wynick is based at 1001 Yamato Road, Suite 301, Boca Raton, Florida 33431. Pursuant to Florida Statute 727.105, proceedings may not be commenced against the Assignee except as provided in Chapter 727, and, except in the case of a consensual lien holder enforcing its rights in personal property or real property collateral, there shall be no levy, execution attachment, or the like in the respect of any judgment against assets of the estate in the possession, custody, or control of the Assignee. To receive any dividend in this proceeding, parties-in-interest must file a proof of claim with the Assignee on or before Sept. 6, 2017. B&B REAL ESTATE: Taps Corcoran Hegarty as Accountant ---------------------------------------------------- B&B Real Estate General Partnership seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire an accountant. The Debtor proposes to hire Corcoran Hegarty & Associates, LLC to prepare its tax returns, income statements and other documents, and provide other accounting services related to its Chapter 11 case. Corcoran Hegarty will charge an hourly fee of $175 for its services. Holly Corcoran, a certified public accountant and owner of the firm, disclosed in a court filing that he is not aware of any conflict which could arise as a result of the firm's employment. The firm can be reached through: Holly R. Corcoran Corcoran Hegarty & Associates, LLC 1801 W. Main St. Stroudsburg, PA 18360 Phone: 570-420-8656 About B & B Real Estate B & B Real Estate General Partnership is a Pennsylvania partnership which is principally involved in the development and leasing of its real estate. At the time of the filing of its Chapter 11 bankruptcy, the Partnership owned a single parcel of real estate located at 117 Rose Street, Scotrun, Monroe County, Pennsylvania. The parcel of land is 2.54 acres and includes a commercial building which is primarily used for a gym and fitness center. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-02183) on May 23, 2016. In its petition, the Debtor estimated $1.51 million in assets and $2.01 million in liabilities. The petition was signed by Robert C. Bishop, general partner. The Hon. Robert N. Opel II presides over the case. The Law Office of Philip W. Stock represents the Debtor as counsel. The Debtor hired Cunningham, Chernicoff & Warshawsky, P.C., as local counsel. On October 31, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. A hearing to consider approval of an amended disclosure statement is set for June 13. BDP INNOVATIVE: Bids for Sale Assets Due Aug. 14 ------------------------------------------------ Pursuant to the confirmed Amended Plan of Liquidation, as modified, BDP Innovative Chemicals Company, a manufacturer and distributor of industrial cleaners and surfactants commonly used in the brewing and food and beverage industry, will sell its "Sale Assets" as defined in the Plan. A bid for the Sale Assets must be a written irrevocable offer stating that the bidder offers as a starting bid of at least $42,000, pursuant to the requirements as set forth in the Bidding Procedures as set forth in Exhibit B of the 4th Amended Disclosure Statement. If at least one Qualified Bid by a bidder other than Mr. Thomas is received by the Bid Deadline of 4:00 p.m., Monday, August 14, 2017, the Auction with respect to the Sale Assets shall take place designated by the Liquidating Debtor (but no later than August 21, 2017 at 11:00 a.m. (EDT). For additional information, contact: Justin M. Luna, Esq. Latham Shuker Eden & Beaudine, LLP P.O. Box 3353 (32802-3353) Orlando, Florida 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: jluna@lseblaw.com BDP Innovative Chemicals Company filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-00184) on Jan. 11, 2016, listing under $1 million in both assets and liabilities. Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, serves as counsel. BEBE STORES: Cuts Deals with Landlords, Avoids Bankruptcy --------------------------------------------------------- Retailer Bebe Stores Inc., who has said it would close all of its 180 store locations, avoided seeking bankruptcy protection after being able to cut deals with its many landlords, Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy, reported, citing people familiar with the matter. The report said that Bebe's agreements with its landlords, which include major real-estate companies such as Simon Property Group and General Growth Properties Inc. and single store owners, provide that an upfront one year's rent will be paid, one of the people said. The total cost of the deals will be about $65 million, the report pointed out, citing the person. To help it make these payments, Bebe secured a $35 million bridge loan from Great American Capital Partners LLC, the person said, the report related. According to the report, the retailer has a joint venture agreement with Bluestar Alliance LLC under which its brand name and website will continue to live through. The Bluestar agreement, which was signed last year, provides that the retailer will transfer its domain name, social media accounts and international wholesale agreements to Bluestar, the report related, citing a filing with the U.S. Securities and Exchange Commission. About bebe stores inc. Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a women's retail clothier established in 1976. The brand develops and produces a line of women's apparel and accessories, which it markets under the Bebe, BebeSport, and Bebe Outlet names. The Company operates stores in the United States, Puerto Rico and Canada. bebe stores has an online store at http://www.bebe.com/that ships to customers in the United States, Canada, Puerto Rico, the United States Protectorates and internationally via its third-party providers, International Checkout and Shoprunner. It has international stores operated by licensees in South East Asia, the United Arab Emirates, Russia, South America, Turkey and other territories. Manny Mashouf founded the company and at present has a 55% stake. At present, the company has 180 retail stores, of which 142 are bebe stores, including an on-line store at www.bebe.com, and 38 are bebe outlet stores. Its 81 international licensees operated stores in 22 countries and, pursuant to product licensing, through certain select domestic and international retailers. bebe stores reported $168,885,000 in assets and $53,077,000 in liabilities as of Dec. 31, 2016. The Company reported a net loss of $13,009,000 on $189,169,000 in six months ended Dec. 31, 2016, compared with a net loss of $22,600,000 on $218,730,000 of revenue in six months ended Jan. 2, 2016. BENEVOLENT HOSPICE: PCO Files Second Report ------------------------------------------- Carol E. Jendrzey, the Patient Care Ombudsman appointed for Benevolent Hospice, LLC, has filed a second report before the U.S. Bankruptcy Court for the Western District of Texas on June 2, 2017. During the PCO's visit, Mr. James Thomas, the Executive Director of the Debtor, reported that there had been no patient complaints or other issues that would impact the Debtor's ability to provide care. Mr. Thomas further provided a documentation showing that The Joint Commission Home Care Accreditation was renewed (dated February 27, 2017) and that there were no deficiencies cited. The PCO also observed that the Debtor's medical records appear to be in order and that the nurse's notes appeared consistent with the patient's care plan and orders. According to the Report, the Ombudsman will make a third visit to the Debtor's offices 60 days from the filing of the Report. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/txwb16-52996-35.pdf About Benevolent Hospice Benevolent Hospice, LLC, of San Antonio, TX, filed a voluntary petition under Chapter 11 of the United States Bankruptcy Court (Bankr. W.D. Tex. Case No. 16-52996) on December 30, 2016. The petition was signed by James F. Thomas, Jr., CEO. The case is assigned to Judge Craig A. Gargotta. At the time of the filing, the Debtor estimated its assets at $50,000 and debts at $1 million to $10 million. The Debtor tapped H. Anthony Hervol as its attorney. Carol E. Jendrzey was appointed Patient Care Ombudsman for Benevolent Hospice, LLC. BON-TON STORES: 2016 Conflict Minerals Report Filed --------------------------------------------------- The Bon-Ton Stores, Inc., filed with the Securities and Exchange Commission its Conflict Minerals Report for the calendar year ended Dec. 31, 2016. The Company disclosed it undertook a reasonable country of origin inquiry with respect to the conflict minerals used in the production of the Company's private brand merchandise and has determined in good faith that for the year ended Dec. 31, 2016: a) The Company has manufactured or contracted to manufacture products as to which tin, tantalum, tungsten and/or gold, ("3TGs") are necessary to the functionality of those products; b) Based on the RCOI, the Company believes or has reason to believe that a portion of its necessary 3TGs may have originated in the DRC or a covered country and knows or has reason to believe that those necessary 3TGs may not be from recycled or scrap sources. The Report is available for free at https://is.gd/KXFjKw About The Bon-Ton Stores, Inc. The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 263 stores, which includes nine furniture galleries and four clearance centers, in 25 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc. is an active and positive participant in the communities it serves. For further information, please visit http://investors.bonton.com. Bon-Ton Stores reported a net loss of $63.41 million on $2.60 billion of net sales for the fiscal year ended Jan. 28, 2017, compared to a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016. As of Jan. 28, 2017, Bon-Ton Stores had $1.50 billion in total assets, $1.52 billion in total liabilities and a total shareholders' deficit of $22.78 million. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores's Corporate Family Rating to 'Caa1' from 'B3'. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'CCC'. The outlook remains negative. "The upgrade reflects our view of Bon-Ton's somewhat improved liquidity after refinancing its A-1 ABL term loan tranche with an extended maturity to March 2021 and enhanced liquidity from the additional $50 million in borrowing capacity to address upcoming debt maturity in 2017. BROCK HOLDINGS: Moody's Puts Caa1 CFR Under Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service has placed Brock Holdings III, Inc.'s Caa1 Corporate Family Rating ("CFR"), Caa1-PD Probability of Default Rating, and the ratings assigned to its other debt instruments under review for a potential downgrade because of a major near term liquidity event. The following is a summary of the ratings placed under review for downgrade for Brock Holdings III, Inc.: - Corporate family rating ("CFR"), currently Caa1; - Probability of Default Rating, currently Caa1-PD; - $460 million First Lien Term Loan, currently rated B3 (LGD3); - $190 million Second Lien Term Loan, currently rated Caa3 (LGD5); - Outlook, changed to Rating Under Review From Negative RATINGS RATIONALE Brock's ratings are under review for potential downgrade given the imminent maturity of company's entire debt capital structure. Because the $190 million Second Lien Term Loan matures in March 2018, the maturities for both the $215 million ABL revolving facility (not rated) and for the $460 million First Lien Term Loan will also spring forward to November 2017. If there is a successful refinancing of the Second Lien Term Loan before this time, the ABL and First Lien Term Loan will revert to their existing maturities of October 2021. These near term maturities are creating liquidity pressures on the company. The review will focus on Brock's ability to successfully refinance its facilities, extend their maturities and alleviate its currently strained liquidity profile. The review will also consider Brock's on-going performance under an expected recovery period for the oil and gas sector. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Houston, TX, Brock Holdings III, Inc. is a North American provider of scaffolding, insulation, coatings and other services for the refining, petrochemical and power industries. Lindsay Goldberg is Brock's primary owner. Revenues for 2016 were approximately $1.4 billion. All Moody's calculations include Moody's standard adjustments. BROUGHER INC: Files Chapter 11 Plan of Liquidation -------------------------------------------------- Brougher, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a combined disclosure statement and plan of liquidation dated May 24, 2017. Class 3 consists of the allowed claims of Unsecured Creditors who are not insiders of the Debtor, and includes the claims of the creditors who are not insiders of the Debtor for (i) any deficiency portions of any of secured claims and (ii) any claim arising out of the rejection of executory contracts and unexpired leases under, if any. The holder of Class 3 Claims will be satisfied, on a pro rata basis, from distribution of the reserves and other distributable proceeds available after the satisfaction in full of the accrued fees and expenses of the Litigation Trust, Administrative Claims, accrued amounts due to holders of Priority Tax Claims, and Priority Non-Tax Claims. Class 3 claimants will be entitled to interest as allowed by law and determined by the Court prior to any distribution to creditors in Class 4 or Interest Holders in Class 5. Class 3 is impaired. Class 4 consists of the Allowed Claims of Unsecured Creditors who are Insiders of the Debtor, and includes the claims held by Insiders for (i) any deficiency portions of any of secured claims and (ii) any Claim arising out of the rejection of executory contracts and unexpired leases under, if any. The holder will be satisfied, on a pro rata basis, from distribution from the Reserves and other distributable proceeds available after the satisfaction in full of the accrued fees and expenses of the Litigation Trust, Administrative Claims, accrued amounts due to holders of Priority Tax Claims, Priority Non-Tax Claims and Class 3 Claims. Class 4 is impaired. The Plan is a liquidating plan and will be funded (i) by Wade Brougher and (ii) from the liquidation and monetization of all other assets, including the retained claims, and proceeds thereof as well as any other remaining assets that may be liquidated or otherwise monetized and claims that may be recovered for the benefit of the Bankruptcy Estate. All of the Debtor's tangible assets have been liquidated pursuant to the Sale. The Sale generated approximately $650,000 in cash proceeds plus the assumption of certain liabilities, and a credit bid of approximately $4,808,500. The Plan provides for the use of the Sale proceeds to pay for certain claims on the Effective Date and fund the Litigation Trust established under the Plan for the benefit of creditors. A Litigation Trustee will be appointed to litigate any remaining claims of the Estate retained under the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-35575-121.pdf Brougher, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Texas Case No. 16-35575) on Nov. 2, 2016. The petition was signed by Wade Brougher, president. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Julie M. Koenig, Esq., at Cooper & Scully, PC. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $10 million to $50 million. No official committee of unsecured creditors, trustee or examiner has been appointed in the case. BUCKTAIL MEDICAL: PCO Files 9th Interim Report ---------------------------------------------- Laura W. Patt, the Patient Care Ombudsman for The Bucktail Medical Center, has filed a ninth interim report for the period of March 21, 2017, through May 20, 2017. The PCO reported that the Debtor's Administration and Staff were open and cooperative during each on-site visit. Each personnel was fully transparent in discussing their roles and responsibilities as well as providing any and all requested information and data. Further, the PCO was informed that the management embraced the process of having a PCO on site and encouraged exchange between the PCO and the management, which enabled the PCO to efficiently discharge her responsibilities. According to the Report, a strong sense of teamwork between the administration and staff was observed. The residents, staff, and administration have each expressed that they feel like a "family" and there is a genuine concern for the residents. The PCO further noted that the stable and steady leadership of this Facility has strengthened staff unity; all staff interviewed express faith in the management team and their resolve to continually improve. Overall, the PCO did not note any circumstances or issues that would impact resident care at any of the Facilities as a result of the bankruptcy during the reporting period. If the Debtor has not emerged from bankruptcy, the next report will be issued no later than July 31, 2017, and will cover the tenth reporting period of May 21, 2017 through July 20, 2017. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/pamb15-04297-228.pdf About Bucktail Medical Center The Bucktail Medical Center owns and operates a 21-bed Critical Access Hospital, a 43 bed skilled nursing care facility, a basic life-support ambulance, and a community health clinic. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-04297) on Oct. 2, 2015. The Debtor's petition was signed by Timothy Reeves, CEO. Hon. John J. Thomas presides over the case. Kevin Joseph Petak, Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, serves as counsel to the Debtors. In its petition, Bucktail Medical Center estimated $0 to 50,000 in assets and $1 million to $10 million in liabilities. BURKEEN TRUCKING: US Trustee Tries to Block Disclosures Approval ---------------------------------------------------------------- Samuel K. Crocker, U.S. Trustee for Region 8, filed with the U.S. Bankruptcy Court for the Western District of Tennessee an objection to Burkeen Trucking Company, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. According to the U.S. Trustee, the Debtor's Disclosure Statement does not contain adequate information regarding the Debtor's financial affairs. The U.S. Trustee objects to the adequacy of the Debtor's Disclosure Statement particularly on grounds including but not limited to: a. the Disclosure Statement does not clearly state the condition and performance of the Debtor while in Chapter 11, and in fact states that the Debtor has had no significant events to take place during the bankruptcy case. This overlooks, inter alia, the continuing dispute with the State of Tennessee over the failure to maintain Workers Compensation coverage, and the difficulties obtaining adequate insurance coverage resulting in the fleet being parked until certificates of adequate insurance could be obtained; b. neither does the Disclosure Statement articulate challenges for the future of the Debtor, particularly given the fact that the Debtor's principal and sole shareholder, Billy J. Burkeen, is himself in a Chapter 13 case; c. moreover, the feasibility of the proposed Plan is not adequately described by stating that the Debtor believes the Plan to be feasible; especially so since the March Operating Report shows the Debtor operating at a loss; d. the Disclosure Statement does not contain sufficient projected income and expenses to allow creditors to determine the reasonableness of the Plan. The Debtor should provide, at a minimum, two years of projected information. Future expenses should factor in payments called for under the Plan, specifically setting out payments to administrative, priority, secured creditors, and unsecured creditors. The projections should be accompanied by a statement setting forth the underlying assumptions indulged in by the Debtor in developing the projections; and e. the Disclosure Statement does not clearly describe the future operations of the Debtor and fails to provide adequate information about how the anticipated future operations of Debtor's business will satisfy creditors. A copy of the Objection is available at: http://bankrupt.com/misc/tnwb16-11822-125.pdf As reported by the Troubled Company Reporter on April 24, 2017, the Debtor filed with the Court a disclosure statement dated April 12, 2017, describing the Debtor's plan of reorganization dated April 12, 2017. General unsecured creditors are classified in Class 2, and will receive a distribution of 2% of their allowed claims, to be distributed per the treatment set out in the Plan. About Burkeen Trucking Burkeen Trucking Company Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 16-11822) on Aug. 31, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Thomas Harold Strawn, Jr., Esq., at The Law Office of Strawn & Edwards, PLLC. The petition was signed by Billy Burkeen, president. No official committee of unsecured creditors has been appointed in the case. CARITAS INVESTMENT: USC-CIF Buying Stamford Property for $8.8M -------------------------------------------------------------- Caritas Investment Ltd. Partnership asks the U.S. Bankruptcy Court for the District of Connecticut to authorize the private sale of a parcel of real estate to USC-CIF Corp. for $8,750,000, subject to overbid. The Debtor owns the property commonly known as 140 Wallacks Drive, Stamford, Connecticut, together with the improvements located thereon (the "Property"). Prior to the Petition Date, the Debtor had entered into a Contract of Sale of the Property to USC-CIF Corp. for the gross purchase price of $8,750,000. There are no conditions in the Contract to prevent the sale of the Property, and any conditions as may be stated therein have been satisfied; provided however that as of the filing date of the Bankruptcy Petition of the Debtor, said Contract became conditional upon Court approval. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Caritas_Investment_47_.pdf The total of the liens as and against the Property total less than the price in which the property is to be sold. Further, each lien holder could be compelled in a legal or equitable proceeding, to accept a money satisfaction of such interest. The encumbrances filed against the property consist of these: a. Mortgage in the amount of $3,500,000 from the Debtor to Bank of America dated Jan. 19, 2007 and recorded Jan. 22, 2007 in Book 8858 at Page 312 of the Stamford Land Records. b. Lis Pendens in favor of Bank of America dated Oct. 8, 2015 and recorded on Oct. 15, 2015 in Book 11348 at Page 66 of the Stamford Land Records. c. Federal Tax Lien in favor of Internal Revenue Service United State of America dated July 29, 2016 and recorded Aug. 9, 2016 in Book 11539 at Page 75 of the Stamford Land Records, in the amount of $938,113. d. Real Estate Taxes due and owing to the City of Stamford as may be payable up to the date of closing of sale of the Property. The private sale of the Property free and clear of liens and interest to the Purchaser is subject to higher and better offers from any such prospective bidder. As such, this Motion to Sell Real Estate Free and Clear of Liens and Encumbrances as set forth will apply to any such successful bidder. In addition to paying the full outstanding balances of the encumbrances as set forth, the Debtor proposes to pay at the time of the closing of sale, all necessary and customary closing disbursements including but not limited to: (i) a commission to the real estate broker for no more than 5% of the gross purchase price; (ii) conveyance taxes as may be due and owing to the State of Connecticut and to the City of Stamford; and (iii) filing fees to the Town Clerk of the City of Stamford for the recordation of the Order approving the Motion to Sell Free and Clear of Encumbrances, plus Releases of liens, together with any customary and contractual adjustments such as fuel oil, utilities, sewer use fees, real estate taxes. The attorney's fees to counsel for the Seller will be withheld from the proceeds of sale and remain in escrow pending Court approval of said attorney's Application for Approval of Fees and Expenses. The Debtor further makes Application for disbursement of the surplus to all remaining unsecured creditors, and thence the balance to the Debtor in possession after the closing of sale occurs. The Debtor further submits that there is a good business and financial reason for selling the Property pursuant to Bankruptcy Code Section 363 as opposed to selling said Property through the provisions of a Chapter 11 Plan. The Property has been under Contract of sale to this particular prospective Purchaser for over 8 months. Although the said Purchaser is invested in purchasing the Property to the extent of having paid a deposit of $875,000, the Purchaser has continuously postponed the closing date and the last stated closing date of May 18, 2017 has passed. The closing of sale to the Contract Purchaser for the Contract price stated will pay all creditors of the Debtor in full, whether secured, unsecured or priority. If the sale does not occur quickly, there is a likelihood that the Purchaser may not actually purchase the Property, which may prove detrimental to the creditors in this matter. Accordingly, the Debtor respectfully asks that the Court (i) approves the sale of the Property free and clear of liens and encumbrances as prayed for; (ii) orders the disbursements and retention in escrow of the closing funds set forth; (iii) sets a bar date and time for the sale of the Property to the Contract Purchaser subject only to higher and better offers; and (iv) that in the event that there are no higher or better offers, that the Contract Purchaser provides sufficient funds to close the sale pursuant to the terms of the Contract, or if not, that the deposit of $875,000 be forfeited to the estate of the Debtor, time being of the essence. The Purchaser can be reached at: USC-CIF CORP. 106-116 Nassau Street New York, NY 10038 About Caritas Investment Headquartered at Stamford, Connecticut, Caritas Investment Limited Partnership is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It owns the property at 140 Wallacks Drive, Stamford, which consists of a parcel on Stamford mainland and an island in the City of Stamford. Caritas Investment Limited Partnership filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50456) on April 24, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by John A. Morgan, member of Morgan 2000, LLC, general partner. CARRINGTON FARMS: Seeks July 15 Plan Filing Period Extension ------------------------------------------------------------ Carrington Farms Condominium Owners' Association asks the U.S. Bankruptcy Court for the District of New Hampshire for an interim order extending, on an ex parte basis, the exclusive periods within which only the Debtor may file and obtain acceptance of a plan through the date the Court hears and enters a final extension order. The Debtor asks the Court for a final order extending the exclusive periods within which only the Debtor may file and obtain acceptance of a plan of reorganization from June 5 to July 15, 2017 and from August 2 to September 15, 2017, respectively. The Debtor notes that its case is still in its early days. The Debtor and Granite Bank have been able to agree on the continued use of cash collateral through the end of July 2017. The cash collateral discussions forced the Debtor, the Bank and other parties to take a hard look at the value of the property of the estate on the Petition Fate, as well as the nature, extent, and value of the security interests in, to and on the Debtor's pre-petition property claimed by the Bank and the potential effect of the application of Code Sections 506 and 552 and the liquidation value of the property of the estate. However, the Debtor has not yet been able to open the thumb drive produced by Sequel Development and Management, Inc. that allegedly contains the books of account and financial records kept on a Sage accounting despite months of communications and the efforts of two knowledgeable and experienced accountants, one of whom has use Sage software since it was known as Peachtree. The Debtor contends that developing a shared understanding of those issues and the accounting records is critical to the formulation of a plan of reorganization. The Debtor tells the Court that a Consensual Plan may be possible based on preliminary discussions among the Debtor, the Bank, Belletetes Inc. -- which holds a lien of record on property of the Debtor, junior to the lien of the Bank -- Sequel and other creditors directed to the Debtor's counsel by Sequel. Belletetes has made a preliminary non-binding compromise proposal that is being seriously considered by the Debtor. In addition, the Debtor and Sequel have discussed a settlement, but have not yet reached an agreement, due to the fact that the Debtor has not been able to review the Sequel-prepared business and financial records of the Debtor despite having sought them for years. Consequently, the Debtor and all creditors and other parties in interest need and should be given a reasonable opportunity to engage in serious, informed and substantive settlement discussions. About Carrington Farms Condominium Owners Association Carrington Farms Condominium Owners' Association, a not for profit, voluntary association organized under RSA 292, is responsible for the management and operation of Carrington Farms. It is managed by NH Core Properties, LLC., acting through Tom Carroll. Although it was administratively dissolved, Carrington Farms Condominium Owners' Association has applied for reinstatement. Carrington Farms Condominium Owners' Association filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3, 2017. Gary Woscyna, President, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. William S. Gannon, Esq., at William S. Gannon PLLC, is serving as counsel to the Debtor. CENTEX MOVING: Seeks Approval to Use BOSA Cash Collateral --------------------------------------------------------- Centex Moving & Storage, LLC, and its affiliates Killeen Diesel Service, LLC; Rockey's Moving & Storage, LLC; Rockey's Van Lines, LLC; and Escondido Ventures, LLC, seek authorization from the U.S. Bankruptcy Court for the Western District of Texas to use the cash collateral in which The Bank of San Antonio ("BOSA") asserts a security interest. In addition, the Debtors request that BOSA be granted a replacement lien (securing payment of an amount equal to the amount of cash collateral used by the Debtors) on all proceeds of receivables (after paying its post-petition expenses) to the extent acquired after the Petition Date and if it is ultimately determined that BOSA has a valid security interest in the pre-petition receivables and proceeds. The Debtor believes that John Rockey might attempt to assert a security interest in the its cash and cash collateral but the Debtors deny that a perfected security exists. The Debtors anticipate that approval of the use of cash collateral, which is critical for the continuation of their operations and reorganization efforts, will stabilize and maintain the Debtors' operations, provide tangible reassurance to post-petition suppliers, and preserve the going concern and/or current market value of Debtors' assets and operations for the benefit of all creditors and parties-in-interest. The Debtors propose to use cash collateral to pay pre-petition priority wage claims, insurance premiums, utilities and other ongoing expenses in the ordinary course of business. A full-text copy of the Debtor's Motion, dated June 1, 2017, is available at https://is.gd/OM8sv0 About Escondido Ventures Rockey's Moving & Storage -- http://www.rockeysmoving.com/-- moves household goods for families, military personnel, commercial offices and medical facilities. The Company's turnkey services include, but are not limited to packing, crating, storing and relocating to new home or office. Rockey's owns and operates it own fleet of over 100 move vans for local moves, 25 tractors and 40 trailers for interstate relocation. Rockeys Van Lines is a licensed and bonded freight shipping and trucking company running freight hauling business from Killeen, Texas. Escondido Ventures, LLC holds 100% membership interest in Escondido Ventures, LLC, Killeen Diesel Service, LLC, Rockey's Moving & Storage, LLC and Rockey's Van Lines, LLC. Centex Moving & Storage, LLC, and its affiliates Killeen Diesel Service, LLC; Rockey's Moving & Storage, LLC; Rockey's Van Lines, LLC; and Escondido Ventures, LLC, each filed separate Chapter 11 petition (Bankr. W.D. Tex. Case Nos. 17-60410, 17-60412, 17-60413, 17-60414 and 17-60415, respectively), on May 31, 2017. The petitions were signed by Barcley Houston, authorized representative for each of the Debtors. The cases are assigned to Judge Ronald B. King. At the time of filing, the Debtors had assets and liabilities, as follows: Estimated Estimated Assets Liabilities ---------- ----------- Centex Moving & Storage, LLC $1M-$10M $1M-$10M Killeen Diesel Service, LLC $100K-$500K $1M-$10M Rockey's Moving & Storage, LLC $1M-$10M $1M-$10M Rockey's Van Lines, LLC $100K-$500K $1M-$10M Escondido Ventures, LLC $1M-$10M $1M-$10M The Debtors are represented by William B. Kingman, Esq. at the Law Offices of William B. Kingman, PC. CREEKSIDE VILLAGE: Case Summary & 6 Unsecured Creditors ------------------------------------------------------- Debtor: Creekside Village Development Group, Inc. 4030 Pine Ridge Road Smyrna, GA 30080 Business Description: Founded in 2013, Creekside Village Development Group Inc is a small organization in the business services industry. Its principal assets are located at 4840 Hanson Road Smyrna, GA 30080. Chapter 11 Petition Date: June 5, 2017 Case No.: 17-59992 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Leon S. Jones, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: 404-564-9301 E-mail: ljones@joneswalden.com info@joneswalden.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Lewis, CEO. A copy of the Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/ganb17-59992.pdf CTJH INVESTMENTS: June 21 Plan Confirmation Hearing --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has conditionally approved CTJH Investments, LLC's disclosure statement dated May 17, 2017, referring to the Debtor's plan of reorganization dated May 17, 2017. A hearing to consider the confirmation of the Plan and final approval of the Disclosure Statement will be held on June 21, 2017, at 1:30 p.m. Objections to the plan confirmation and Disclosure Statement must be filed by June 16, 2017, which is also the deadline for ballot to be received by Debtor's attorney. As reported by the Troubled Company Reporter on May 31, 2017, the Debtor filed with the Court a combined plan of reorganization and disclosure statement dated May 17, 2017, which proposes that the impaired Class 11 Unsecured Claims -- totaling $408,938.95 -- 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. 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. DEGRAW REALTY: Plan Outline Okayed, Plan Hearing on July 18 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will consider approval of the Chapter 11 plan of reorganization for DeGraw Realty Co., Inc. at a hearing on July 18. The hearing will be held at 12:00 p.m., at the U.S. Bankruptcy Court, 355 Main Street, Poughkeepsie, New York. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The May 25 order set a July 11 deadline for creditors to file their objections, and cast their votes accepting or rejecting the plan. About DeGraw Realty Co. DeGraw Realty Co., Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-36665) on Sept. 28, 2016. Judge Cecelia G. Morris presides over the case. Genova & Malin represents the Debtor as bankruptcy counsel. On March 27, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. DETROIT, MI: Court Disallows 60 Employee Obligation Claims ---------------------------------------------------------- The City of Detroit filed objections to several employee obligation claims. After considering all the written arguments and other papers filed by the City and by the Employee Obligation Claimants, and the oral arguments of these parties, Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan finds and concludes that the City's objections to the claims of the Employee Obligation Claimants are well-taken, and must be sustained. The Court further finds and concludes that the changes in employment terms made by the City and by the Emergency Manager, upon which the claims are based, were all changes that were lawfully done. For this reason, the Employee Obligation Claimants have no valid claims based on these changes having been made. And to the extent the claims present claims that are treated under the confirmed plan of adjustment, as PFRS Pension Claims or GRS Pension Claims, the claims are duplicative and the claimants have only the rights given them by the confirmed plan with respect to such claims, the judge said. Accordingly, Judge Tucker disallowed in their entirety 60 employee obligations claims. Judge Tucker ruled that the Order is without prejudice to, and does not affect or impair, any rights or benefits that any Employee Obligation Claimants may have under or because of the Court's order dated January 9, 2017, approving the settlement of the claims filed by the American Federation of State and County Municipal Employees and the Detroit Coalition of Unions. Judge Tucker further ruled that the Order is without prejudice to, and does not affect or impair, any rights or benefits that any Employee Obligation Claimants may have under the confirmed plan of adjustment, as holders of PFRS Pension Claims or GRS Pension Claims. A full-text copy of Judge Tucker's decision dated June 2, 2017 is available at: http://bankrupt.com/misc/mieb13-53846-11897.pdf About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing made Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit was represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, represented the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, represented the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case was represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DETROIT, MI: Motion for Show-Cause Order Against AME Denied ----------------------------------------------------------- Judge Thomas J. Tucker of U.S. Bankruptcy Court for the Eastern District of Michigan denied, without prejudice, the unresolved portion of the City of Detroit Water and Sewerage Department's motion for a show-cause order against the Association of Municipal Engineers. On April 19, 2017, DSWD filed a motion seeking an order to show cause against the AME, the Association of Detroit Engineers, the Sanitary Chemists and Technicians Association, and John Runyan. The Motion was recently resolved as to all Respondents except AME, by a stipulated order filed on May 24, 2017. Judge Tucker ruled that there is no procedure under the Federal Rules of Bankruptcy Procedure or local bankruptcy rules for a party to move for an order to show cause. If the DWSD wishes to seek relief for a party's failure to comply with one or more orders of the Court, the DWSD may file a motion for an order holding the party in contempt and for contempt-related relief. A full-text copy of Judge Tucker's decision dated May 31, 2017, is available at: http://bankrupt.com/misc/mieb13-53846-11893.pdf About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing made Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit was represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, represented the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, represented the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case was represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DIDI REAL ESTATE: Gets Court Approval of Plan to Exit Bankruptcy ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida approved the plan proposed by Didi Real Estate, LLC to exit Chapter 11 protection. The court gave the thumbs-up to the restructuring plan after finding that it satisfied the requirements for confirmation under section 1129 of the Bankruptcy Code. In the same filing, the court also gave final approval to the disclosure statement, which explains the restructuring plan. A copy of the order is available for free at https://is.gd/9YpNc2 The court will conduct a post-confirmation status conference on August 16, at 10:00 a.m., at the U.S. Bankruptcy Court, 299 E. Broward Boulevard, 308, Fort Lauderdale, Florida. About Didi Real Estate LLC Didi Real Estate, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla., Case No. 16-13737) on March 16, 2016. Yedida Siani, authorized member, signed the petition. The Debtor is represented by Adam I. Skolnik, Esq. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. On April 11, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. DON GREEN FARMS: Revised Disclosure Statement Filed --------------------------------------------------- Donald Green and his company Don Green Farms Inc. filed with the U.S. Bankruptcy Court for the Northern District of Florida their latest disclosure statement, which explains their proposed Chapter 11 plan. The latest filing provides a more detailed description of Mr. Green's assets, including his minority interest in Half Moon Growers Inc., which operates a plant nursery on his real property. According to the filing, Half Moon is planning on liquidating its inventory and winding down since the land on which it operates is being sold. Any consequent distribution by Half Moon to Mr. Green will be used to pay his Class 6 obligations under the proposed plan. The document also disclosed that an agreement approved by the court addressing adequate protection for Regions Bank is affecting the bankruptcy cases. The agreement calls for the liquidation of real and personal property secured by liens held by Regions Bank. It also calls for monthly payments of $3,300 to Regions Bank from Mr. Green and his company until the earlier of the sale of all personal property comprising the bank's collateral or July 31, at which time the agreement is scheduled to end. The latest disclosure statement also shows that Mr. Green owes as much as $2.13 million to seven secured creditors as of the petition date. These creditors are Regions Bank N.A., Kubota Credit Corp. U.S.A., Nationstar, CapitalOne Equity Line, U.S. Department of Agriculture, and Growers Fertilizer Corp., according to the document filed on May 25. A copy of the disclosure statement is available for free at https://is.gd/0ChgNA The Debtors had earlier obtained an order, signed by Judge Karen Specie, conditionally approving the disclosure statement. About Don Green Farms Don Green Farms, Inc., filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-10261) on Nov. 16, 2016. The petition was signed by Donald R. Green, president, whose Chapter 11 case (Bankr. N.D. Fla. Case No. 16−10260) is jointly administered with that of his company. Don Green Farms is represented by Seldon J. Childers, Esq., at ChildersLaw, LLC. The company disclosed total assets of $13,987 and total liabilities of $3.95 million. On May 4, 2017, the court conditionally approved the disclosure statement, which explains the Debtors' proposed Chapter 11 plan. E. ALLEN REEVES: Quaker City to Auction Off Remaining Assets ------------------------------------------------------------ E. Allen Reeves, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of remaining assets by auction to be conducted by Quaker City Auctioneers, Inc. The Debtor, founded in 1918, was a commercial and residential contractor in Pennsylvania and New Jersey. It has ceased operations and seeks to liquidate remaining assets. On May 18, 2017, the Debtor filed a Motion to Sell Vehicles and Miscellaneous Assets Free of Liens, Claims, and Encumbrances. A hearing on the Initial Sale Motion is scheduled for June 21, 2017 at 11:00 a.m. On May 18, 2017, the Debtor retained Quaker City Auctioneers (the "Auctioneer") by order of the Court to sell all of the Debtor's remaining assets at auction. The online sale of the Assets is scheduled for June 19, 2017, at 9:00 a.m., and bidding closes June 22, 2017 at 12:00 p.m. The live sale date is on June 20, 2017, at 9:30 a.m., and will take place at 2860 Memphis Street, Philadelphia, Pennsylvania. The sale of each of the Assets will be free and clear of any and all liens, claims, and encumbrances. The Auctioneer can be reached at: QUAKER CITY AUCTIONEERS INC. 2860 Memphis Street Philadelphia, PA 19134 Tel: (215) 426-5300 Fax: (215) 426-6897 Web site: http://www.quakercityauction.com/ A copy of the list of Assets to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/E_Allen_Reeves_186_Sales_.pdf As of the Filing Date, the Debtor owned, and continues to own, the Assets. The proceeds from the sale of the Assets by the Auctioneer will be utilized by the Debtor to fund its Liquidating Plan and pay creditors. The Debtor submits that the decision to sell the Assets is based upon its sound business judgment. The Debtor is no longer operating and so its operations will not be diminished by the sale of the Assets at the Auction by the Auctioneer. The Debtor thus believes that the sale of the Assets will provide the best result for its estate and creditors. The Debtor asks expedited treatment in connection with the Motion prior to June 19, 2017 because it requires the immediate authorization of the Court in order to sell the Assets at the Auction. The Debtor therefore asks that the Court schedules a hearing on the Motion for June 14, 2017 at 11:00 a.m. Prior to filing the Motion, the counsel for the Debtor contacted the Counsel for the Office of the United States Trustee and to advise him of the request for an expedited hearing and the relief requested therein. The Counsel for the Office of the United States Trustee had no objection to the request for expedited treatment of the Motion. Accordingly, the Debtor asks that the Court enters an Order (i) approving the auction and sale of the Assets; (ii) approving the sale of the Assets at auction free and clear of liens, claims, encumbrances and interest; (iii) scheduling an expedited hearing on the Motion; and (iv) granting such other and further relief as the Court deems just. About E. Allen Reeves Founded in 1918, E. Allen Reeves, Inc., is a commercial and residential contractor based in Abington, Pennsylvania. E. Allen Reeves sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-11354) on Feb. 27, 2017. Robert N. Reeves, Jr., president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Ashely M. Chan. The Debtor hired Ciardi Ciardi & Astin, P.C. as legal counsel; Kreischr Miller as accountant; and Davis Bucco, Esq., as special counsel. EARTH PRIDE: Asks for Court's Nod to Use Cash Collateral -------------------------------------------------------- Earth Pride Organics, LLC, and Lancaster Fine Foods, Inc., seek permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use cash collateral in order for the Debtors to be able to operate and pay their postpetition obligations as they come due. The Debtors want to use (a) cash, (b) proceeds of the pre-petition collateral, and (c) other funds that the Debtors obtain post-petition which may be subject to the Lender's pre-petition security interest. As of the Petition Date, the Debtors' secured debt consists of certain obligations owed to Change Capital Partners Fund I, LLC. On Oct. 24, 2016, the Debtors entered into a Merchant Receivables Purchase and Security Agreement with the Lender in the original principal amount of $1 million. On Dec. 2, 2016, the Debtors entered into a Merchant Receivables Purchase and Security Agreement with Midtown Capital Partners LLC in the original principal amount of $400,000 which agreement was subsequently assigned by Midtown Capital Partners LLC to the Lender. Pursuant to the terms of the Merchant Agreements, in order to secure the Debtors' obligations, the Debtors granted to the Lender, among other things, a security interest in any and all of the personal property of the Debtors of any nature whatsoever. As of the Petition Date, the principal balance due under the Merchant Agreements is approximately $1.2 million. Fox Rothschild LLP has an interest in the Debtors' cash collateral. On April 10, 2017, Fox recorded its UCC-l Financial Statements in all of the assets of the Debtors to secure outstanding legal fees owed pursuant to its representation of the Debtors in the Dalmatia Import Group, Inc. matter. As such, Fox has an interest in the cash collateral of the Debtors. Loeb Term Solutions, LLC, an equipment financier of the Debtor, also has an alleged interest in cash collateral that is disputed by the Debtor. The Debtors would like to reach a consensual agreement on the use of cash collateral and adequate protection to be afforded to the Lender after the Petition Date. In the event no agreement has been reached by the hearing date, the Debtors are requesting that the Court authorize the use of cash collateral. The Debtors, in the normal course of their businesses, incur obligations to suppliers for a variety of goods and services and its employees which are essential to the continued existence of the Debtors as a going concern. Absent the immediate authority to use their cash, the Debtors do not have the funds with which to conduct business. The Debtors' next payroll comes due on June 9, 2017. An abrupt cessation of the Debtors' businesses would cause extreme hardship to the Debtors' customers, their creditors, and employees. Simply stated, in order to continue the operation of the Debtors' businesses, it is necessary for the Debtors to immediately be authorized to use their cash collateral. The Debtors say that it is also crucial that their post-petition payroll obligations be paid as these obligations come due. The Debtors say that they must maintain their relationship with their employees so that the essential services they provide are uninterrupted. If the Debtors' present employees terminate their employment, the Debtors will be forced to hire new, untrained employees. As a result, clients will receive less than satisfactory service. The Debtors will suffer negative publicity and their relationship with their creditors could also be jeopardized. A copy of the Debtors' motion is available at: http://bankrupt.com/misc/paeb17-13819-8.pdf About Earth Pride and Lancaster Fine Foods Earth Pride Organics, LLC -- http://earthprideorganics.com-- is a family owned holding company that includes American Specialty Foods, Lancaster Fine Foods, EPX Trucking and CO Nolt's Bakery Supply. Headquartered in Lancaster, Pennsylvania, each EPO subsidiary shares the commonality of specialty food and creates a vertically integrated organization. Lancaster Fine Foods, Inc. -- http://www.lancasterfinefoods.com-- manufactures and sells food, offering barbecue sauces, mustards, salsas, marinades, hot sauces, chutneys, cheese spreads, and other common condiments. Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May 31, 2017, each estimating assets and liabilities between $1 million and $10 million. The petitions were signed by Michael S. Thompson, managing member. Judge Eric L. Frank presides over the cases. Paul Brinton Mashchmeyer, Esq., at Maschmeyer Karalis P.C., serves as the Debtors' bankruptcy counsel. EAST BAY DRY: Plan Outline Okayed, Plan Hearing on July 6 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the Chapter 11 plan of reorganization for East Bay Dry Cleaners, Inc. at a hearing on July 6. The hearing will be held at 10:00 a.m., at Courtroom 9B, U.S. Bankruptcy Court, 801 North Florida Avenue, Tampa, Florida. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on May 25. Creditors are required to cast their votes accepting or rejecting the plan no later than eight days before the hearing. Objections must be filed no later than seven days prior to the hearing. About East Bay Dry Cleaners East Bay Dry Cleaners, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 17-00557) on January 24, 2017. The petition was signed by Howard Wolfson, president. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. Judge K. Rodney May presides over the case. David W. Steen, Esq., at David W. Steen, P.A. represents the Debtor as bankruptcy counsel. The Debtor hired Gilman & Ciocia Tax and Financial Planning as its accountant. No official committee of unsecured creditors has been appointed. On May 15, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. EMAS CHIYODA: Emerging Debtors Unsecureds to Recoup Up to 5% ------------------------------------------------------------ Emas Chiyoda Subsea Limited and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a third amended disclosure statement dated May 24, 2017, referring to the Debtor's third amended joint Chapter 11 plan of reorganization. Holders of Classes 1G through 3G and 5G - General Unsecured Claims (Emerging Debtors) -- estimated at $155 million to $835 million -- are expected to recover between 0.6% and 5%. Holders of Classes 6G and 7G - General Unsecured Claims (Constellation Debtor and Falcon Debtor) are estimated at $123,204,618. Holders of Class 6G Claims are expected to recover between 0% and 1%, while holders of Class 7G Claims are expected to recover 0%. Holders of Class 8G - General Unsecured Claims (Marine Base Opco Debtor) -- estimated at $41 million -- are expected to recover 7.8%-8.2%. Classes 1H through 8H - Cancelled Intercompany Claims (All Plan Debtors) are expected to recover 0%. The Plan provides for the restructuring of the Emerging Debtors and the Liquidating Debtors. The Emerging Debtors consist of: EMAS-AMC Pte. Ltd, EMAS Saudi Arabia Ltd, EMAS CHIYODA Subsea Services Pte Ltd, and EMAS CHIYODA Subsea Inc. The Liquidating Debtors consist of Lewek Constellation Pte. Ltd., EMAS CHIYODA Subsea Marine Base LLC, and Lewek Falcon Shipping Pte. Ltd. The remaining Debtors who are not Plan Debtors are not dealt with in the Plan. The Non-Reorganizing Debtors are likely to convert to a Chapter 7 or be dismissed. The rights of creditors to the Non-Reorganizing Debtors against those entities are not affected by the Plan. Under the Plan, Chiyoda Corporation and Subsea 7 Finance (UK) PLC will serve as plan sponsors. However, the Plan Support Agreement permits the ongoing review of potential alternative investors who, in the discretion of the Debtors, in consultation with the Official Committee of Unsecured Creditors, may provide a superior exit path. An Alternative Plan Sponsor must repay the DIP facility in cash in full at such time that the Debtors may elect to go forward with such alternative investor. The Plan provides for the acquisition of (a) the capital stock of the reorganized Singapore/Saudi Debtors, (b) certain assets of the US Debtors through an asset purchase or, through a stock transfer, and (c) certain assets of other Debtors by a newly formed entity to be owned by a member of the Subsea 7 Group and designated by Subsea 7. The purchase price paid by Newco for the Purchased Assets will be used to fund the Plan, including the payment or assumption by Newco of administrative, priority, and unsecured claims in accordance with the Plan. In particular, the Purchase is comprised of: GUC Cash, Plan Contribution Cash, DIP Loan Cash, and the Assumed Liabilities. The GUC Cash is comprised of (i) $4.5 million in Cash, plus (ii) the first $1.25 million of Cure Cost Savings, plus (iii) 25% of incremental Cure Cost Savings above the first $1.25 million, exclusive of any savings on account of STX Offshore & Shipbuilding Co. Ltd. contract-related matters in an amount not to exceed $1.5 million, plus (iv) 50% of the proceeds of the sale of the Ingleside Spool Base received by the Emerging Debtors over and above the Stalking Horse Bid of $14,850,000, as reflected in the Ingleside Spool Base Motion, in an amount not to exceed $2.5 million. For the avoidance of doubt, the GUC Cash (i) may be used only to fund the WindDown Account in an amount not to exceed $300,000 and (ii) will only be distributed to holders of General Unsecured Claims in Classes 1G through 3G and 5G. The Plan Cash Contribution means all cash (other than the GUC Cash) necessary to make the distributions required to be made under the Plan from Additional Cash minus the Existing Cash. As of July 1, 2017, the DIP Loan Cash is projected to be $86,892,000. The "Assumed Liabilities" will be: (a) all obligations under the Assumed Contracts, which, for the avoidance of doubt, include all cure amounts, (b) all Assumed Parent Obligations, (c) other liabilities and obligations identified by the Plan Sponsors within five Business days after entry of the Disclosure Statement court order or as soon as reasonably practicable thereafter, and (d) such other liabilities and obligations expressly assumed by Newco in its sole and absolute discretion, including Ordinary Course Administrative Claims and the Bank Guarantee Claims within five Business days after entry of the Disclosure Statement court order, or as soon as reasonably practicable thereafter. On the Effective Date, (a) the Singapore/Saudi Debtors will authorize and directly or indirectly issue (or transfer) all of the New Equity Interests to Newco; (b) Newco will purchase free and clear of all claims and interests, the assets of the US Debtor set forth on Plan Supplement through an asset purchase pursuant to the Plan; provided, however, that Newco may, in its sole and absolute discretion, elect to acquire such assets through a stock sale; (c) Newco shall extend offers of employment to certain of the US Debtor's employees; and (d) Newco or its designee may acquire free and clear of all Claims and Interests, additional assets from the Debtors through an asset purchase under the Plan. On the Effective Date, the Emerging Debtors will be discharged from all debts arising on or before the Effective Date and their respective assets will be free and clear of all claims and interests to the fullest extent permitted by U.S. Bankruptcy Code Section 1141(c). The Debtors will continue their marketing efforts with respect to the sale of the Constellation Vessel or a long-term bareboat charter in consultation with the Constellation Lenders. Regardless of the disposition of the Constellation Vessel, the Debtors will retain the right to use the Constellation Vessel pursuant to a short term charter of sufficient length so that the Debtors can complete pending projects that require use of the vessel. In the event that a third party sale or long term bareboat charter is not effectuated, then ownership of the Constellation Vessel will be transferred to the Constellation Lenders in satisfaction their secured claim. In the event that Subsea 7 remains a plan sponsor on the Effective Date, the Constellation Lenders will have a "put" option which will require Subsea 7 to accept a one-year charter. If the Constellation Lenders exercise that option, then Subsea 7 will have 14 days to can convert that one-year charter into a three-year charter. To the extent that OCBC desires to fund all costs associated with owning and selling the Falcon Vessel, the Debtors will accept reasonable direction from OCBC in connection with its disposition, including running a 363 sales process, lifting the automatic stay to permit OCBC to take control of the Falcon Vessel, etc. If OCBC does not fund the costs, the Debtors will seek to abandon their interest in the vessel and dismiss the Falcon Debtor Chapter 11 case. If the Falcon Debtor and OCBC agree upon appropriate consideration to the Debtors for managing the Falcon Vessel in a sale process and as long as any administrative claims only arise against the Falcon Debtor, then the Falcon estate for so long as OCBC funds it may conduct a sale of the Falcon Vessel, and OCBC would receive the proceeds of any sale in Final Satisfaction of the Allowed Falcon Lender Secured Claim. To effectuate the restructuring, certain parties will enter into a Plan Support Agreement, which will be filed on the docket of the Chapter 11 cases by June 7, 2017, and, once filed, will be available for review on the claims, noticing, and solicitation agent's website at http://dm.epiq11.com/ECS. The plan support parties include, the plan sponsors, DBS Bank Limited, and DNB Bank ASA, Singapore Branch. The PSA contains numerous covenants. The parties to the PSA and their respective advisors will negotiate in good faith and use all deliberate speed to negotiate the definitive documentation to implement the Restructuring consistent with the PSA, the Plan, and this Disclosure Statement. The Plan Support Parties agree to vote for and support the Plan. The Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-31146-447.pdf The Debtor also filed on May 24, 2017, earlier versions of the Disclosure Statement, copies of which are available at: http://bankrupt.com/misc/txsb17-31146-434.pdf http://bankrupt.com/misc/txsb17-31146-442.pdf The Second Amended Disclosure Statement says that the Plan Administrator will, among other things, have authority to pay from the Remaining Administered Assets, including the GUC Cash, all out of pocket expenses incurred in connection with the discharge of its duties under the Plan. The Second Amended Disclosure Statement also says that, to effectuate the Restructuring, certain parties will enter into a Plan Support Agreement, which is anticipated to be filed shortly after the Disclosure Statement hearing. The Plan Support Parties include the Plan Sponsors, DBS Bank Limited, and DNB Bank ASA, Singapore Branch. The PSA contains numerous covenants. The parties to the PSA and their respective advisors shall negotiate in good faith and use all deliberate speed to negotiate the definitive documentation to implement the Restructuring consistent with the PSA, the Plan, and this Disclosure Statement. The Plan Support Parties agree to vote for and support the Plan. About Emas Chiyoda Subsea Limited EMAS CHIYODA Subsea Limited and its affiliates filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27, 2017. The Company is an international heavy lift subsea, offshore and onshore contractor offering engineering, procurement, construction, transportation, installation, and commissioning services at every stage of the project lifecycle to deliver complex construction projects for customers. The cases are assigned to Judge Marvin Isgur. The Debtors are represented by George N. Panagakis, Esq., Justin M. Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill, Esq., and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in London. The Debtors' co-counsel is John F. Higgins, Esq., Joshua W. Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle, Esq., and Eric M. English, Esq., at Porter Hedges LLP, in Houston, Texas. The Debtors' managerial service provider is KPMG Services PTE. LTD. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions, LLC, WongPartnership LLP, as special Singapore counsel. The Debtors' estimated assets is $500 million to $1 billion and its estimated Liabilities is $100 million to $500 million. Judy A. Robbins, the U.S. Trustee for Region 7, on March 21 appointed five creditors of EMAS CHIYODA Subsea Limited, et al., to serve on the official committee of unsecured creditors. Akin Gump Strauss Hauer & Feld LLP serves as the Committee's counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. ENVIRO-SAFE: Case Summary & 12 Unsecured Creditors -------------------------------------------------- Debtor: Enviro-Safe Refrigerants, Inc. 400 Margaret Street Pekin, IL 61554 Business Description: Enviro-Safe Refrigerants Inc. -- http://www.es-refrigerants.com/-- provides refrigerant and support fluids. The Company's products include air conditioning tools, automotive fluids, green gas and industrial supplies. Chapter 11 Petition Date: June 5, 2017 Case No.: 17-80827 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Judge: Hon. Thomas L. Perkins Debtor's Counsel: Sumner Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. 411 Hamilton Blvd #1600 Peoria, IL 61602 Tel: (309) 673-5535 E-mail: sbnotice@mtco.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Julie C. Price, president. A copy of the Debtor's list of 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilcb17-80827.pdf ESPERANZA UNIDA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Esperanza Unida Inc. 1329 West National Avenue Milwaukee, WI 53204 Business Description: The Debtor listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). It provides worker transportation services for light industrial manufacturing clients. Web site: http://esperanzaunida.net Chapter 11 Petition Date: June 5, 2017 Case No.: 17-25597 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Hon. Beth E. Hanan Debtor's Counsel: Piermario Bertolotto, Esq. RIZZO & DIERSEN, S.C. 3505 30th Avenue Kenosha, WI 53144 Tel: 262-652-5050 Fax: 262-652-5053 E-mail: pier@rizzolaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Manuel Perez, executive director. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb17-25597.pdf EXCO RESOURCES: Will Take Decisive Action to Drive Value Creation ----------------------------------------------------------------- EXCO Resources, Inc., utilized a slide presentation at its 2017 Annual Meeting of Shareholders. A copy of the Presentation is available for free at https://is.gd/9flepU The Company said it is focused on improving debt structure to provide structural liquidity, restructuring gathering and transportation contracts to provide liquidity, reducing LOE and G&A load to reduce fixed cost burden, improving drilling and completion performance to improve capital returns and implementing a "Liquidity Driven" prioritized capital allocation system to ensure highest and best value of capital. Exco will continue to take decisive action to drive value creation. The information contained in the Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- 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. Exco Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Exco Resources had $661.41 million in total assets, $1.53 billion in total liabilities and a total shareholders' deficit of $871.90 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. FAMILY WORKS: PCO Appointment Unnecessary, Acting U.S. Trustee Says ------------------------------------------------------------------- Guy G. Gebhardt, the Acting United States Trustee for Region 21, requested the U.S. Bankruptcy Court for the Northern District of Georgia to enter an order finding the appointment of a patient care ombudsman for Family Works, Inc., unnecessary. About Family Works Inc. Based in Tucker, Georgia, Family Works, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-57752) on May 2, 2017. The case is assigned to Judge C. Ray Mullins. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. FAMILY WORKS: PCO Appointment Unnecessary, Court Says ----------------------------------------------------- Judge C. Ray Mullins of the U.S. Bankruptcy Court for the Northern District of Georgia granted the United States Trustee's Motion for an order finding the appointment of a patient care ombudsman for Family Works, Inc., unnecessary. Accordingly, the Court directed the Debtor to notify the U.S. Trustee in the event of any change that would indicate, or give rise to, the need for a Patient Care Ombudsman, including, without limitation to: (a) any change in operations; (b) any change in the status of the professional license of the Debtor's employees or independent contractors, including any disciplinary action or administrative proceeding against such license; (c) any change in the status of the professional malpractice insurance of the Debtor's employees or independent contractors; (d) any change in the status of any relevant permits issued by any state or regulatory agency to the Debtor; and (e) any change in the manner that the patient records are maintained and safeguarded. The Court also noted that the Debtor must notify the U.S. Trustee of any suits for medical malpractice or for patient care matters that are filed against the Debtor or its employees and independent contractors. Further, the Court, on motion of the U.S. Trustee or a party in interest, may order the appointment at a later time if it finds that the appointment has become necessary to protect patients. About Family Works Inc. Based in Tucker, Georgia, Family Works, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-57752) on May 2, 2017, and is represented by The Law Office of Will B. Geer, LLC. The case is assigned to Judge C. Ray Mullins. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. FOLTS HOME: Staff Shortages Remain an Issue, PCO Final Report Says ------------------------------------------------------------------ Krystal Wheatley, the Patient Care Ombudsman appointed for Folts Home, et al., has filed a Final Report before the U.S. Bankruptcy Court for the Northern District of New York on May 31, 2017. According to the Report, an adequate nursing staff is a reoccurring issue in the facility. During the visit, the PCO reported that the residents on the rehabilitation unit claimed that there were only two nurses' aides to meet the needs of over 27 residents. Hence, an ongoing staffing concern remains an issue. Moreover, the PCO reported that during the visit, an environmental concern was raised among the residents regarding the facility temperature. Though the PCO noted no temperature issues on her visit, it remains an ongoing concern of the staff and the residents. Meanwhile, the PCO reported that the facility continues to function normally through the proceedings. The PCO noted that the staff, residents, and community visitors hope that the continuity of care and quality of life for residents continue to progress through any future transitions in ownership. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/nynb17-60139-145.pdf About Folts Home Folts Home is a New York not-for-profit corporation and the owner of a 163-bed long-term residential health care and rehabilitation facility located at 100-122 North Washington Street, Herkimer, New York. In addition to long-term skilled nursing and residential care, Folts Home provides memory care to residents with dementia, palliative care and respite care and operates an adult day care program. Folts Home also offers rehabilitation services, such as physical, occupational and speech therapy, on both inpatient and out-patient bases. Currently, Folts Home has approximately 218 active employees. Approximately 124 of the employees are full-time, 60 are part-time and 34 employees are employed on a per diem basis None of Folts Home's employees are represented by labor unions. Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a New York not-for-profit corporation and the owner of an 80-bed adult residential center that was constructed in 1998 and is located at 104 North Washington Street, Herkimer, New York. FAH residents reside in separate apartments and are provided services such as daily meals, laundry, housekeeping and medication assistance. FAH has approximately 22 active employees. Approximately 12 are full-time employees and 10 are part-time employees. None of FAH's employees are represented by labor unions. Folts Home and FAH currently have average daily censuses of 145 and 69, respectively. Folts Home has 3 major payors: Medicare, Medicaid and Excellus/Blue Cross. The majority of FAH residents Are government subsidized, with 58% covered by Social Security Insurance and 42% private pay. Folts Home and Folts Adult Home, Inc., filed separate, voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case Nos. 17-60139 and 17-60140, respectively) on Feb. 16, 2017. The Chapter 11 cases are being jointly administered under Bankruptcy Rule 1015(b) pursuant to an order of the Court. Folts Home and Folts Adult Home, Inc., through duly-appointed receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton, LLC, continue to operate their skilled nursing home and adult residence businesses, respectively, and manage their properties as debtors in possession. William K. Harrington, the U.S. Trustee for Region 2, appointed Krystal Wheatley as patient care ombudsman for the Debtors. GENON ENERGY: Consent Agreement Extended to June 6 -------------------------------------------------- NRG Energy, Inc., said in a regulatory filing with the Securities and Exchange Commission that the parties continue negotiating, documenting and finalizing a Restructuring Support Agreement (the "RSA") with respect to a proposed consensual restructuring of the indebtedness of GenOn Energy, Inc. and GenOn Americas Generation, LLC. NRG Energy has entered into a Consent Agreement (the "Consent Agreement") with GenOn Energy, Inc., certain holders representing greater than 90% in aggregate principal amount of GenOn's outstanding senior unsecured notes (the "GenOn Notes") and certain holders representing greater than 90% in aggregate principal amount of GenOn Americas Generation, LLC's ("GAG") outstanding senior unsecured notes (the "GAG Notes") signatory thereto. 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, subject to corporate and credit committee approvals and certain termination rights. 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 June 6, 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. As reported in the TCR, NRG Energy, the biggest U.S. independent power producer, said it is proposing to restructure the debt of its generation unit GenOn Energy Inc. and to provide at least $243 million in cash as part of a prearranged bankruptcy. A copy of the Consent Agreement is available for free at: https://is.gd/F0Fwd1 Terms of Restructuring As of May 26, 2017, 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. 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. 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. GETHSEMANE OUTREACH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Gethsemane Outreach Ministries 2613 West Hunting Park Avenue Philadelphia, PA 19129 Case No.: 17-13900 Business Description: Gethsemane Outreach's principal assets are located at 2613 West Hunting Park Avenue Philadelphia, PA 19129. Chapter 11 Petition Date: June 5, 2017 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Paul J. Winterhalter, Esq. OFFIT KURMAN, P.A. Ten Penn Center 1801 Market Street, Suite 2300 Philadelphia, PA 19103 Tel: 267-338-1370 Fax: 267-338-1335 E-mail: pwinterhalter@offitkurman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Pastor Lionel Parsons, bishop. The Debtor failed to include a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb17-13900.pdf GFC PROPERTIES: Says It Needs Cash to Maintain Properties --------------------------------------------------------- GFC Properties Inc. seeks interim authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use of cash, including cash collateral, in which Valley National Bank may claim an interest. The Debtor seeks preliminary hearing because an immediate and critical need exists for the Debtor to be permitted access to cash collateral to continue to operate, and in order (a) to, inter alia, pay utilities, electricity, water, real estate taxes insurance premiums and maintenance of the property and other direct operating expenses, (b) to preserve the value of their assets so as to avoid immediate and irreparable harm to their estates, and (c) to afford the Debtors adequate time to negotiate and seek approval for additional cash collateral use, subject to and within the limits imposed by the mutually agreed upon Budget. The Debtor acknowledges that as of Petition Date, Valley National Bank is owed $1,087,385, and Valley National Bank asserts an interest in cash collateral. Valley National Bank, on May 30, 2017 filed Emergency Motion to Prohibit Use of Cash Collateral, in addition to Emergency Motion for Accounting Motion to Determine that Debtor is a Single Asset Real Estate Debtor and that this case qualifies as a Single Asset Real Estate. Based on the Debtor's cash flow during the first quarter, from Feb. 10 to May 9, 2017, the Debtor's total operating expenses totaled $19,100. The Debtor estimates that income is approximately $27,920 monthly. The Debtor believes that there is sufficient cash flow to pay Valley National Bank its payment of $11,961 plus insurance of $676 and real estate taxes of $1,834 and all monthly expenses approximately $6,366. To protect the interest of Valley National Bank in the cash collateral, the Debtor proposes these material terms for the use of the cash collateral: (a) The cash collateral would be restricted to pay utilities, taxes insurance and maintenance of the property. (b) The use of the cash collateral would continue until such time as a Plan is confirmed or for at least 90 days. (c) The Debtor will be keeping all real estate taxes and insurance premiums on the building current. (d) Also, the Debtor will continue to maintain the building so that there is no depreciation of the value. (e) The Debtor intends to use $8,876 per month in cash collateral in order to pay the ongoing utilities, maintenance and escrow of real estate taxes (the Debtor estimates the real estate tax monthly escrow to be at $1,834) A full-text copy of the Debtor's Motion, dated June 4, 2017, is available at https://is.gd/saRl8N GFC Properties is represented by: Sheleen G. Khan, Esq. LAW OFFICE OF SHELEEN G. KHAN, P.A. 13499 Biscayne Boulevard, Suite T2 Miami, Florida 33181 Telephone: 305-454-9126 Facsimile: 305-356-7099 E-mail: sgklaw@gmail.com About GFC Properties GFC Properties, Inc., owns a 26-unit apartment building located 111 NW 152nd Street, Miami, FL 33169. The sole nature of GFC's business is simply to rent out the apartments at the Property. GFC Properties filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-16585) on May 25, 2017. Ginette Claude, president, signed the petition. The Debtor is represented by Sheleen G. Khan, Esq., at the Law Office of Sheleen G. Khan P.A. At the time of filing, the Debtor estimated assets and liabilities to be less than $50,000. No trustee, or examiner or committee has been appointed in the Chapter 11 case. GH CAPITAL: Recurring Losses Raise Going Concern Doubt ------------------------------------------------------ GH Capital Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $3.25 million on $6,730 of total revenues for the three months ended March 31, 2017, compared with a net loss of $27,612 on $9,500 of total revenues for the same period in 2016. For the six months ended March 31, 2017, the Company listed a net loss of $3.34 million on $13,391 of total revenues, compared to a net loss of $40,460 on $19,000 of total revenues for the same period in the prior year. The Company's balance sheet at March 31, 2017, showed $1.58 million in total assets, $32,711 in total liabilities, all current, and a stockholders' equity of $1.55 million. The Company had a net loss of $3,343,224 for the six months ended March 31, 2017. The net cash used in operations was $141,775 for the six months ended March 31, 2017. Additionally, the Company had an accumulated deficit of $3,623,281 at March 31, 2017. These conditions 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/2rqp6Ny GH Capital Inc. develops an online payment gateway to process transactions for diversified online merchants. The Company intends to generate revenue through licensing its technology to third parties in Europe. More specifically, the Company focuses its sales efforts in Germany, Austria and Spain. GH Capital Inc. was founded in 2014 and is based in Miami, Florida. GILDED AGE: Wants Access to Webster Cash Collateral for 30 Days --------------------------------------------------------------- Gilded Age Properties, LLC seeks interim authorization from the U.S. Bankruptcy Court for the District of Rhode Island to use the cash collateral of Webster Bank, N.A. for thirty days to provide adequate protection of the Webster Bank's collateral position to the extent necessary. The Debtor acknowledges that, as of May 22, 2017, it owes Webster Bank under the loans approximately $1,370,716, secured by a mortgage on the Debtor's commercial rental property located at 117 Bellevue Avenue in Newport, Rhode Island and residential apartment building located at 38-40 Freebody Street in Newport, Rhode Island, including leases and rents of said properties. The Debtor seeks to use its prepetition cash, accounts receivable and postpetition generated receivables to pay its postpetition operating expenses, U.S. Trustee quarterly fees, professional fees and any and all other expenses deemed necessary for the operation of the Debtor and to finance its operation and its anticipated plan of reorganization. The Debtor intends to use up to $24,290 to defray its monthly operating expenses, as set forth in the proposed Budget. The Debtor holds no unencumbered assets available to secure alternative financing of its continued operation, and the cash currently held and yet to be generated by the operation of the Debtor's commercial and residential real estate rental business is the sole source of funding for the continued operation of its business leading to its plan of reorganization. However, its prepetition account receivables and cash-on-hand are subject to the claims of Webster Bank pursuant to the Loan Documents. In addition, post-petition generated receivables from postpetition rents are also subject to Webster Bank's security interest. The Debtor offers to provide Webster Bank adequate protection in the form of: (1) payment of regular monthly postpetition mortgage payments due pursuant to the Loan Documents; (2) payment of postpetition real estate taxes; (3) payment of postpetition water and sewer charges; and (4) a rollover replacement lien for any diminution in value which results from the Debtor's postpetition use of the prepetition collateral. A full-text copy of the Debtor's Motion, dated June 1, 2017, is available at https://is.gd/MMPodz About Gilded Age Properties Gilded Age owns and operates two properties: a commercial rental property located at 117 Bellevue Avenue in Newport, Rhode Island and a residential apartment building located at 38-40 Freebody Street in Newport, Rhode Island. Gilded Age Properties, LLC filed a Chapter 11 petition (Bankr. D.R.I. Case No. 17-10738), on May 4, 2017. The petition was signed by Peter M. Iascone, member. At the time of the filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Diane Finkle. The Debtor is represented by Gregory P. Sorbello, Esq. GOLFSMITH INTERNATIONAL: Plan Filing Deadline Moved to Sept. 11 --------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods during which only Golfsmith International Holdings, Inc. and its affiliated Debtors may file a chapter 11 plan and solicit acceptances to the plan, through and including September 11, 2017 and November 8, 2017, respectively. The Troubled Company Reporter reported that the Debtors told the Court they are poised to productively move forward with the next stage of these chapter 11 cases, including reviewing claims filed by various parties, and preparing and consulting with constituent representatives regarding exit strategies. The Debtors and Golf Town have conducted business operations with 164 stores across nine provinces in Canada and 29 states of the United States of America and employed thousands of full-time and part-time employees, as of the Petition Date. The Debtors noted that transitioning from such a large operation through the stages of Chapter 11 has been a significant undertaking, and the Debtors have done so while seeking to maximize the value of their assets for the benefit of their stakeholders. The Debtors said they have made meaningful progress in these cases. Among other significant accomplishments, the Debtors have worked toward winding down their businesses and affairs by: (a) commencing and concluding the Store Closing Sales, (b) selling their headquarters located in Austin, Texas, (c) assuming and assigning numerous unexpired leases, and (d) rejecting other burdensome executory contracts and unexpired leases. As a result, the Debtors have sold substantially all of their assets and were working diligently towards an exit strategy that will facilitate the distribution of the value obtained from these efforts to the Debtors' various creditor constituencies. The Debtors said the termination of their Exclusive Periods at this time would be a serious detriment to their estates and to interested parties that have invested significant time and resources in these chapter 11 cases. The Debtors also said the termination would adversely impact their efforts to preserve and maximize the value of their estates and the progress of the chapter 11 cases, dis-incentivize creditors from negotiating with them, and reduce their prospects from successfully exiting chapter 11. About Golfsmith International Holdings, Inc. Headquartered in Austin, Texas, Golfsmith International Holdings, Inc., the parent company of Golfsmith International, Inc., is a holding company. The Company is a specialty retailer of golf and tennis equipment, apparel, footwear and accessories. The Company operates as an integrated multi-channel retailer, providing its customers the convenience of shopping in the retail stores across United States, through its Internet site, http://www.golfsmith.com/,and from its catalogs. The Company offers a product selection that features national brands, pre-owned clubs and its branded products. It offers a number of customer services and customer care initiatives, including its club trade-in program, 30-day playability guarantee, 115% low- price guarantee, its credit card, in-store golf lessons, and SmartFit, its club-fitting program. As of Jan. 1, 2011, the Company operated 75 stores in 21 states and 33 markets. Golfsmith International Holdings, Inc., and 12 affiliates filed Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept. 14, 2016. The petitions were signed by Brian E. Cejka, chief restructuring officer. The Debtors are represented by Mark D. Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and Michael F. Walsh, Esq., David N. Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal & Manges LLP, in New York. The Debtors' financial advisor is Alvarez & Marsal North America, LLC. The Debtors' investment banker is Jefferies LLC. The Debtors' claims, noticing and solicitation agent is Prime Clerk LLC. Pope Shamsie & Dooley LLP serves as tax accountants. At the time of filing, the Debtor estimated assets and liabilities at $100 million to $500 million. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016, appointed seven creditors to serve on the official committee of unsecured creditors. The Committee hires Cooley LLP as lead counsel, Chaitons LLP as Canadian counsel, Polsinelli PC as Delaware counsel, Province, Inc. as financial advisor, and A&G Realty Partners as real estate advisor. * * * In November 2016, Golfsmith received Bankruptcy Court approval to sell its retail operations to a joint venture of Dick's Sporting Goods and liquidators Hilco Global, Gordon Brothers and Tiger Capital Group. As widely reported, the deal is for $69 million and will result in 30 stores remaining operational, while 59 will be subject to going-out-of-business sales. The company also has separately sold its Canadian assets, which deal closed in early November. The buyer has entered into a transitional services agreement with Golfsmith to help manage the Canadian business. In January 2017, Golfsmith received court approval to sell its corporate headquarters in Austin, Texas, for $22.5 million, to BH Management Inc., the lone bidder for the property. GREAT LAKES: CoBank Not Entitled to Secured Claim, Court Says ------------------------------------------------------------- The Hon. John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan denied the motion of CoBank, ACB, seeking a determination that it holds a secured claim, or, to the extent insufficient collateral exists to satisfy its secured claim in full, a superpriority administrative expense against Great Lakes Comnet, Inc., and its debtor affiliates. CoBank argues that although the order approving the sale of the Debtors' assets provides CoBank with a general unsecured claim, the Sale Order in no way precludes it from also holding a secured claim under Section 506 of the Bankruptcy Code or a superpriority administrative expense under Section 364(c)(1). According to CoBank, it holds two claims: (i) a general unsecured claim with respect to the assets acquired by the purchaser, and (ii) a secured claim or superpriority administrative expense with respect to the non-acquired assets. Peter Kravitz, the liquidation trustee of the GLC Liquidation Trust, and Daniel M. McDermott, the United States Trustee for Region 9, object to the relief requested because the settlement agreement incorporated into a sale order entered by the court limits CoBank's remaining claim to "an allowed unsecured deficiency claim." The parties requested that the court decides a threshold issue -- whether the Sale Order unambiguously determined CoBank's remaining claim to be an allowed general unsecured claim. After carefully considering the parties' arguments, the Court finds CoBank's interpretation to be unduly complicated and inconsistent with the plain meaning of subsection 39(ix), the other provisions of the Settlement Agreement, and the proceedings in this case to date. In sum, Judge Gregg concludes that subsection 39(ix) is clear and unambiguous. It is susceptible to only one reasonable interpretation. When read in conjunction with the other provisions of the Settlement Agreement and in light of the circumstances under which the settlement arose, the Settlement Agreement requires CoBank's remaining claim to be classified as a general unsecured claim entitled to a pro rata distribution under the confirmed Plan. A full-text copy of Judge Tucker's decision dated June 2, 2017, is available at: http://bankrupt.com/misc/miwb16-00290-778.pdf Counsel to Peter Kravitz: Jonathan S. Green, Esq. MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. Detroit, Michigan -and- Seth Van Aalten, Esq. COOLEY LLP New York, New York Counsel for CoBank, ACB: Timothy P. Palmer, Esq. BUCHANAN INGERSOLL & ROONEY P.C. Pittsburgh, Pennsylvania Email: timothy.palmer@bipc.com Counsel for the U.S. Trustee: Michelle M. Wilson, Esq U.S. Trustee Grand Rapids, Michigan About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. Daniel M. McDermott, United States Trustee for Region 9, appoints the following persons to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Great Lakes Comnet, Inc., and its debtor affiliates. The Committee tapped Cooley LLP as lead counsel, Jaffe, Raitt, Heuer & Weiss, P.C., as local counsel, and O'Keefe & Associates Consulting LLC as financial advisor. * * * The Court, on March 30, 2017, entered an order confirming the joint Chapter 11 plan of liquidation proposed by the Debtors and the Official Committee of Unsecured Creditors. The Effective Date of the Plan occurred on April 1, 2017. GYMBOREE CORP: Moody's Cuts CFR to Ca on Missed Interest Payment ---------------------------------------------------------------- Moody's Investors Service downgraded The Gymboree Corporation's Corporate Family Rating ("CFR") to Ca from Caa3 and Probability of Default Rating ("PDR") to Ca-PD from Caa3-PD due to the company's announcement that it elected to not make the interest payment due June 1, 2017 on its 9.125% senior unsecured notes. Moody's also downgraded the company's Secured Term Loan rating to Ca from Caa3 and Unsecured Note rating to C from Ca. The company's SGL-4 Speculative Grade Liquidity Rating was affirmed. The ratings outlook is negative. Per the terms of the note agreement, Gymboree has a thirty day grace period to make the missed interest payment before it triggers an event of default. If the notes payment is not made within the 30 day cure period, Moody's will likely consider the event a limited default. Downgrades: Issuer: Gymboree Corporation (The) -- Probability of Default Rating, Downgraded to Ca-PD from Caa3- PD -- Corporate Family Rating, Downgraded to Ca from Caa3 -- Senior Secured Bank Credit Facility, Downgraded to Ca (LGD3) from Caa3 (LGD3) -- Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD5) from Ca (LGD5) Outlook Actions: Issuer: Gymboree Corporation (The) -- Outlook, Remains Negative Affirmations: Issuer: Gymboree Corporation (The) -- Speculative Grade Liquidity Rating, Affirmed SGL-4 RATINGS RATIONALE Gymboree's Ca CFR reflects the high likelihood of default due to the missed interest payment. The company is engaged in discussions with its lenders regarding ways to address debt maturities beginning in December 2017 as well as improving its capital structure, which Moody's believes is unsustainable at current weak levels of operating performance. The company's leverage is very high and interest coverage is weak. The company's high debt burden and weak credit metrics stem from the 2010 acquisition of the company by affiliates of Bain Capital and subsequent weak operating performance. Gymboree's liquidity is weak, reflecting the need to address debt maturities that begin in December 2017. Also, if an acceleration of the debt occurs due to an event of default, the company would likely be unable to repay debt at par. The negative outlook reflects Moody's view that there is a high probability of default that could arise from a missed interest payment past the contracted grace period in its debt agreement, as well as Moody's view that the company may have difficulty refinancing its debt without restructuring or impairment to lenders. Gymboree's ratings could be downgraded if liquidity deteriorates further or its probability of default increases. The ratings are unlikely to be upgraded without successfully extending its debt maturity profile and reducing debt to more sustainable levels. The principal methodology used in these ratings was Retail Industry published in October 2015. Headquartered in San Francisco, California, The Gymboree Corporation ("Gymboree") is a leading retailer of infant and toddler apparel. The company designs and distributes infant and toddler apparel through its stores, which operate under the "Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8" brands in the United States, and Canada, as well as through its on-line stores. Revenues approached $1.2 billion for the twelve months ended January 28, 2017. The company is owned by affiliates of Bain Capital Partners LLC. HAMILTON ENGINEERING: Seeks Approval to Use Cash Collateral ----------------------------------------------------------- Hamilton Engineering, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan for approval to use cash collateral on an interim and final basis. The Debtor requires the use of cash collateral to make such payments as are necessary for the continuation of its business as shown in the Budget. The projected revenue and expenses in the Budget is based upon historical financial data as well as the current and scheduled projects. The Debtor anticipates that it will need to spend $2,593,125 during the first ninety days of its case or from week ending June 9, 2017, through week ending September 8, 2017, in order to avoid immediate and irreparable harm. The Debtor asserts that if the Court allows the use of its cash collateral will permit the Debtor to continue operating, will increase the possibility of a successful rehabilitation, and will prevent the immediate closure of the Debtor's business operations. As such, the Debtor adds that authorization of the Debtor's use of cash collateral is in the best interests of the estate and creditors. The Debtor anticipates that First Business Capital Corporation will assert a security interest in the cash collateral, and that First Business' security interest and liens have first priority over all other security interests and liens asserted against the Debtor. The Debtor also anticipates that Grow Michigan, LLC, will assert a security interest in the cash collateral, and that Grow Michigan's security interest and liens have second priority over all other security interests and liens asserted against the Debtor. Indeed, at the time that the Debtor and Grow Michigan entered into the Grow Michigan Loan, Grow Michigan agreed to subordinate its security interest to First Business. The Debtor proposes that First Business and Grow Michigan be granted replacement liens as adequate protection to the extent of any diminution in value of the prepetition cash collateral. In addition, the Debtor proposes to make monthly adequate protection payments to First Business in the amount of $2,500 and to Grow Michigan in the amount of $1,500. The initial payment will be due on or before July 15, 2017. The Debtor is also requesting the Court to allow it to escrow, on a monthly basis, the total of $3,500 into the client trust account of its proposed counsel to pay the professional fees of legal counsel employed by the Debtor in connection with the bankruptcy proceeding to the extent the fees are allowed by the Court. A full-text copy of the Debtor's Motion, dated June 3, 2017, is available at https://is.gd/5f43yk About Hamilton Engineering Founded in 1981, Hamilton Engineering is a family-owned, Livonia, Michigan based, supplier of specially designed water heating and building heat applications throughout North and South America. Hamilton Engineering, Inc. filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 17-48381), on June 3, 2017. The case is assigned to Judge Maria L. Oxholm. The Debtor is represented by Ernest M. Hassan, III, Esq. and Elliot G. Crowder, Esq. at Stevenson & Bullock, P.L.C. HAMMONDS TRANSPORTATION: Seeks Interim Approval to Use WB Cash -------------------------------------------------------------- Hammond's Transportation LLC filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana an emergency motion seeking approval to use cash collateral, including specifically cash on hand and the accounts receivable in which Whitney Bank may hold a security interest. Currently, it is imperative for the Debtor to use cash collateral in order to maintain its business operations and protect its ability to reorganize in this Chapter 11 proceeding. The Debtor has an immediate need to obtain funds to continue the operation of its business. The Debtor proposes that it be permitted to use the cash collateral, presently on deposit with Whitney Bank, for the items set forth in the five week Budget. The Budget projects total expenses in the aggregate sum of $819,175. The Debtor does not believe any other creditors assert any claim, lien or interest in the cash collateral in Whitney Bank's account other than Whitney Bank and Louisiana Worker's Compensation Corporation (the "LWCC"). Based upon the Debtor's review, Whitney Bank has a perfected, first position security interest in the cash, which secures the balance due from the Debtor on Whitney Bank's line of credit, which is approximately $500,000, as of the Petition Date. The LWCC has also asserted a claim against the Debtor in the 19th Judicial District Court for the Parish of Eastern Baton Rouge, for an antecedent debt in the amount of $319,526 on or about January 1, 2015, which was subsequently reduced to judgment. However, the Debtor has disputed and has shown the avoidability of any such lien in the Bankruptcy Court, Adversary Number 17-1040. As adequate protection for the use of such cash collateral, the Debtor has proposed to grant replacement liens as security for diminution of the cash collateral of Whitney Bank, in all property of the estate, including cash, accounts, accounts receivable, inventory, vehicles, buses, trailers, property, plant and equipment, and real estate. Such replacement liens are subject to any existing valid and enforceable liens under state or federal law. A full-text copy of the Debtor's Motion, dated June 1, 2017, is available at https://is.gd/YBqAgV A copy of the Debtor's Budget is available at https://is.gd/5KOkZo About Hammond's Transportation Hammond's Transportation LLC -- https://hammondstransportation.com/ -- maintains a fleet of school buses, vans and a staff of drivers, and provides service to any group or organization throughout the Greater New Orleans area. Based in New Orleans, Louisiana, Hammond's Transportation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11350) on May 25, 2017. Mark Hammond, authorized member, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $1 million to $10 million. Judge Elizabeth W. Magner presides over the case. Christopher T. Caplinger, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard serves as its legal counsel. HAREMU HOLDINGS: Case Summary & Largest Unsecured Creditors ----------------------------------------------------------- Affiliated Debtors that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Haremu Holdings, LLC 17-51195 4050 Riverside Drive Macon, GA 31210 The Women's Health Institute of Macon, PC 17-51196 4050 Riverside Drive Macon, GA 31210 ELO Outpatient Surgery Center, LLC 17-51197 4050 Riverside Drive Macon, GA 31210 Business Description: Womens Health Institute Of Macon PC is a group practice with one location specializing in family medicine and Obstetrics & Gynecology. ELO Outpatient Surgery Center's specialty is listed as ambulatory surgical. Chapter 11 Petition Date: June 5, 2017 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Judge: Hon. James P. Smith Debtors' Counsel: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: 478-742-6481 Email: wjboyer_2000@yahoo.com Wes@WesleyJBoyer.com Estimated Estimated Assets Liabilities --------- ----------- Haremu Holdings, LLC $1M-$10M $1M-$10M The Women's Health Institute $1M-$10M $500K-$1M ELO Outpatient Surgery $100K-$500K $500K-$1M The petitions were signed by Emeka Umerah, managing member. A copy of Haremu Holdings, LLC's list of three unsecured creditors is available for free at http://bankrupt.com/misc/gamb17-51195.pdf A copy of The Women's Health Institute's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gamb17-51196.pdf A copy of ELO Outpatient Surgery's list of 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb17-51197.pdf HARRINGTON & KING: May Use Inland Bank's Cash Until June 16 ----------------------------------------------------------- The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois has granted Harrington & King Perforating Co. and Harrington & King South Inc. permission to use Inland Bank and Trust's cash collateral until June 16, 2017. A hearing on the Debtors' motion is scheduled for June 15, 2017, at 10:00 a.m. As of the Filing Date, the Debtors are liable for payment of the prepetition debt, which will be an allowed claim in an amount of not more than $4,057,787.59, subject to reduction to the extent there is no draw or only "a partial draw of the letter of credit prior to confirmation of a plan." No offsets, defenses or counterclaims to the prepetition debt exist, and no portion of the prepetition debt is subject to contest, objection, recoupment, defense, counterclaim, offset, avoidance, recharacterization, subordination or other claim, cause of action or challenge of any nature under the U.S. Bankruptcy Code, under applicable non-bankruptcy law or otherwise. The prepetition liens are priority liens, subject to permitted priority liens and secure payment of all of the prepetition debt; and upon the entry of the court order, the Lender's interests in the prepetition collateral will be adequately protected; provided, however, that nothing will prejudice Lender's right to later: (i) assert that its interests in the prepetition collateral lack adequate protection; and (ii) seek a higher valuation of the prepetition collateral. The Lender has consented to the terms of this Order and is entitled to adequate protection for any decrease in the value of interests in the prepetition collateral from and after the Filing Date. The Debtors need to use cash collateral through the Termination Date in order to prevent immediate and irreparable harm to the estate. The Lender is authorized to collect upon, convert to cash and enforce checks, drafts, instruments and other forms of payment on behalf and for the benefit of the bankruptcy estate. Prior to the Termination Date, the Lender will remit to the Debtors all cash collateral as and when necessary to pay (but in no event to prepay) the expenses. On Friday of each week, to the extent that the cash collateral held by the Debtors exceeds (i) a $150,000 cash reserve, (ii) the disbursements set forth in the budget for the following week, and (iii) any budgeted items not paid in the prior weeks, but still payable by the Debtors, the Debtors will remit any excess cash collateral to Lender for application in accordance with Section 2(c) of the court order. In addition to all other reporting requirements under the prepetition documents, by Tuesday of each week, the Debtors will provide to Lender, in form and detail reasonably acceptable to the Lender, a report with respect to (i) the Debtors' collections and disbursements, and (ii) the Debtors' compliance with the Budget on a line-item-by-line-item basis, in each case for the week ending the prior Friday and on a cumulative basis since the Filing Date. The Lender is authorized to apply all cash collateral received in excess of expenses set forth in the Budget and the $150,000 reserve now or hereafter in its possession or control as follows: (i) first, to the payment of prepetition debt other than allowable amounts that have accrued after the Filing Date; and (ii) second, to the payment of the allowable amounts. All applications to prepetition debt are final. The Debtors are authorized to (a) extend the term of any Inland Bank Document that has reached maturity prior to entry of this June 1, 2017 court order for an additional six months from the date of the court order, and (b) execute any documents and take any actions necessary to effectuate any extension. The extension of any Inland Bank Document will not change any term of the Inland Bank Document or increase the amount owed by the Debtors under the Inland Bank Document. Further, the extension of any Inland Bank Document will not entitle Lender to an administrative expense claim of any sort in the Debtors' cases that does not exist as a result of another provision of the court order. The prepetition liens are priority liens. The prepetition debt constitutes the legal, valid and binding obligation of the Debtors, enforceable in accordance with the terms of the prepetition documents. No offsets, defenses or counterclaims to the prepetition debt exist, and no portion of the prepetition debt is subject to avoidance, recharacterization or subordination pursuant to the Code or applicable non-bankruptcy law. The prepetition documents are valid and enforceable in all respects. The Lender's claim with respect to the prepetition debt will for all purposes constitute an allowed claim in an amount not more than $4,057,787.59. The Lender is granted replacement liens as security for payment of the prepetition debt. If and to the extent the adequate protection of the interests of Lender in the prepetition collateral proves insufficient, the Lender will have an allowed claim under Code Section 507(b), subject to the carveout, in the amount of any insufficiency, with priority over: (i) all other claims allowable under Code Section 507(a)(2); and (ii) the claims of any other party in interest under Code Section 507(b). A copy of the court order is available at: http://bankrupt.com/misc/ilnb16-15650-225.pdf 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. HEDCO RI: June 19 Hearing to Appoint Permanent Special Master ------------------------------------------------------------- Richard J. Land, Esq., of Providence, Rhode Island, has been appointed Temporary Special Master of Hedco RI Owner, LLC, a Rhode Island limited company. The Special Master is authorized to take possession and charge of all of the estate, assets, effects, property and business of the HEDCO OWNER, to collect all of the debts and property belonging to it and to preserve the same until further Court Order. The Special Master is also authorized, until further Court Order, in his discretion and as he deems appropriate and advisable, to conduct the business of HEDCO OWNER, to borrow money from time to time, to purchase, for cash or upon credit, merchandise, materials and other property, to engage appraisers and/or employees and assistants, clerical or otherwise, and to pay all such individuals and entities in the usual course of business, and to do and perform or cause to be done and performed all other acts and things as are appropriate in the premises. He is also authorized to execute any documents necessary to consummate the sale of the Hedco RI Partners, LLC ("HRIP") and Develco RI Apartments, LLC ("Develco) real estate, including without limitation, agreements and instruments in form and substance satisfactory to the Special Master, to effectuate the assignment and assumption of the Colony Loan, and specifically including a release of any and all claims against Colony. The Special Master's appointment does not preclude, impede or otherwise interfere with or affect the Receiver of HRIP and Develco's right and authorization to proceed with sale of the real estate and other assets of HRIP and Develco which are either part of the Receivership estate, and/or otherwise authorized by the Court in the Receivership proceeding for sale. Parties-in-interest are restrained and enjoined until further Court Order from commencing, prosecuting or continuing to prosecute any claims and causes of action against HEDCO Owner. Utility provides are also enjoined from suspending or terminating services to HEDCO OWNER, without further court order. The Special Master is required to file a bond in the sum of $5,000 with any surety company authorized to do business in the State of Rhode Island as surety thereon, conditioned that the Special Master will well and truly perform his duties. The Superior Court will convene a hearing on June 19 at 9:30 a.m. to consider the appointment of a Permanent Special Master. The case is, Richard J. Land, in his capacity as Special Master of Hedco, Ltd. and certain assets of Hedco RI Partners, LLC and Develco RI Apartments, LLC, Petitioner v. Hedco RI Qwner, LLC Respondent, State Of Rhode Island Superior Court Providence, S.C. PC 2017-2355. HERTZ CORP: S&P Lowers Rating on $1.25BB 2nd Lien Notes to BB- -------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Hertz Corp.'s $1.25 billion second-lien secured notes due 2022 to 'BB-' from 'BB' and revised its recovery rating on the notes to '2' from '1'. The '2' recovery rating indicates S&P's expectation that lenders would receive substantial recovery (70%-90%; rounded estimate: 75%) of their principal in the event of a payment default. All of S&P's other ratings on Hertz and its parent Hertz Global Holdings Inc. remain unchanged. S&P lowered its issue-level rating on these notes to reflect that the company has upsized the issuance by $250 million, which has reduced S&P's recovery expectations. The corporate credit rating on Hertz (parent of the Hertz, Dollar, and Thrifty brands) reflects S&P's assessment of the company's position as the largest global car renter as well as the negative effect that its weak operating performance has had on its credit metrics over the last few years. The stable outlook on Hertz reflects S&P's expectation that the company's credit metrics will remain relatively consistent over the next year due to continued pressure on used car prices and a modest improvement in its pricing. Specifically, S&P expects the company to maintain a funds from operations (FFO)-to-debt ratio in the high teens percent area. S&P could lower its ratings on Hertz over the next year if the company's operating performance weakens further, which could be caused by continued weak pricing or weaker-than-expected used car prices, leading its FFO-to-debt ratio to decline below 15% on a sustained basis. Although unlikely, S&P could raise its ratings on Hertz over the next year if better-than-expected earnings, due to stronger volumes or pricing, cause its EBIT interest coverage to improve to at least 1.1x while its FFO-to-debt ratio increases to the low 20% area on a sustained basis. RATINGS LIST Hertz Corp. Corporate Credit Rating B+/Stable/-- Rating Lowered; Recovery Rating Revised To From Hertz Corp. $1.25B 2ndLn Secd Notes Due 2022 BB- BB Recovery Rating 2(75%) 1(90%) HOMECARE RESOURCE: June 21 Hearing on PCO Appointment ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota entered a Notice for a hearing on June 21, 2017, regarding HomeCare Resource, LLC's Motion for determining that the appointment of a patient care ombudsman is not necessary. The Court noted that any response or objection to the Debtor's Motion must be filed no later than June 16, 2017, five days prior to the hearing date. According to the Motion, the Debtor does not believe that the appointment of a patient care ombudsman is necessary to protect its clients. The Motion further provides that the Debtor's bankruptcy filing was caused by a State Court litigation. The Debtor alleges that there is no indication of poor patient care that contributed in any way to the Debtor's filing of Chapter 11. In addition, the Debtor does not maintain any facilities to perform services for clients. The Debtor is subject to Medicare inspections in connection with the maintenance of its Medicare certification. About HomeCare Resource HomeCare Resource, LLC and Professional Resource Network, Inc. and sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-41578 and 17-41577) on May 25, 2017. Charie L. Devolites, chief executive officer, signed the petitions. Established in 2000, HomeCare Resource -- http://www.homecareresource.com/-- operated a home health care facility offering nursing care, physical therapy, occupational therapy, speech pathology, home health aide and medical social services. At the time of the filing, Professional Resource estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HomeCare Resource estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Kathleen H. Sanberg presides over the cases. The Debtors are represented by Steven B. Nosek, Esq., and Yvonne R. Doose, Esq. HTY INC: Selling Steeplechase Subdivision Properties for $1.1M -------------------------------------------------------------- HTY, Inc., and Renasant Bank filed a joint motion asking the U.S. Bankruptcy Court for the Northern District of Mississippi to authorize the sale of real property located in Lafayette County, Mississippi and more commonly known as Lots 1, 3, 4, 6-19, 21-30, 36-37, 39-45, 50-55, 56, 58-59, 61-62, 66-68, 70-86, and 88 of Steeplechase Subdivision, to William Alias, Jr. for $1,100,000. On Aug. 20, 2015, Nathan A. Yow, as President/Secretary of the Debtor, executed on its behalf, a Promissory Note in the amount of $844,710 for the benefit of the Bank. To secure the indebtedness due under the Note, Yow, as President/Secretary of the Debtor, executed on its behalf, a Deed of Trust for the benefit of the Bank, granting same a first valid and perfected lien encumbering certain real property located in Lafayette County, Mississippi and more commonly known as Lots 1, 3, 4, 6-19, 21-30, 36-37, 39-45, 50-55, 58-59, 61-62, 66-68, 70-86, and 88 of Steeplechase Subdivision ("Real Property"). As of the Debtor's Petition Date, the indebtedness due the Bank under the Note was $939,463, which does not include subsequently accruing interest, attorneys' fees, and costs. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/HTY_Inc_70_Sales.pdf The Debtor and Renasant have announced their desire to sell the Real Property, along with Lot 56, to the Purchaser pursuant to the terms and conditions of the Contract. Renasant, which holds a first valid lien only on the Real Property, except Lot 56, is generally agreeable to the Debtor's proposal, conditioned upon Renasant being paid in full all sums due under the Note. Nothing contained in the Motion will reinstate the automatic stay of Section 362, as has been previously lifted in relation to the property in favor of Renasant. Further, the Debtor also asks the entry of an order authorizing it to sell the Real Property, along with Lot 56, free and clear of all liens, claims, and encumbrances, with the valid and perfected liens of Renasant as to the Real Property and lines of other creditors to attach to the respective sales proceeds. Furthermore, the Debtor asks that from the proceeds from the sale of the Real Property, that Renasant will be paid in full all sums due under the Note. The Purchaser can be reached at: WILLIAM ALIAS, JR. 2653 West Oxford Loop, Suite 108 Oxford, MS 38655 Renasant Bank can be reached at: RENASANT BANK Oxford Office 2527 Jackson Ave. P.O. Box 720 Oxford, MS 38655 Telephone: (877) 367-5371 About HTY, INC. HTY, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 16-13370) on Sept. 28, 2016. The petition was signed by Nathan Yow, president. The Debtor estimated assets at $1 million to $10 million and liabilities at $500,001 to $1 million. The Debtor is represented by Craig M. Geno, Esq., at the Law Office of Craig M. Geno, PLLC. HUDSON VALLEY DRYWALL: Taps Goetz Fitzpatrick as Legal Counsel -------------------------------------------------------------- Hudson Valley Drywall, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel. The Debtor proposes to hire Goetz Fitzpatrick LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to is Chapter 11 case. Gary Kushner, Esq., a partner at Goetz, who will be primarily responsible for representing the Debtor, will charge an hourly fee of $550. The hourly rates for associates at the firm range from $300 to $400. Law clerks and paralegals charge between $100 and $200 per hour. The firm received a pre-bankruptcy retainer of $25,000, plus $1,717 for the filing fee. In a court filing, Mr. Kushner disclosed that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary M. Kushner, Esq. Scott D. Simon, Esq. Goetz Fitzpatrick LLP One Penn Plaza, 31st Floor New York, NY 10119 Tel: 212-695-8100 Fax: 212-629-4013 About Hudson Valley Drywall Inc. Hudson Valley Drywall, Inc. is a family-owned construction company located in Beacon, New York, specializing in metal framing, drywall, acoustical ceilings, doors, hardware and more, with over 50 years of combined construction experience. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-35788) on May 10, 2017. Joseph T. Kelly, vice-president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. HUNTINGTON INGALLS: Fitch Affirms BB+ IDR & Alters Outlook to Pos. ------------------------------------------------------------------ Fitch Ratings has affirmed Huntington Ingalls Industries Inc.'s (HII) Issuer Default Rating (IDR) at 'BB+', senior secured facilities at 'BBB-/RR1', and senior unsecured notes at 'BB+/RR4'. The Rating Outlook is revised to Positive from Stable. The ratings cover approximately $1.3 billion of outstanding debt. KEY RATING DRIVERS The revision of the Rating Outlook to Positive from Stable reflects a stabilization of HII's credit profile, and the improvement of several key metrics to a level consistent with a higher rating. The Outlook revision also reflects Fitch's opinion that HII's financial policies are evolving in a conservative direction that could include a commitment to maintaining higher ratings, which is a change from Fitch prior views that HII could potentially move toward an aggressive financial strategy involving a material increase in leverage. The ratings are supported by HII's strong operating performance and cash generation; solid liquidity; and large and highly visible backlog and long lead times which should allow the company to adjust its cost structure in a timely manner if the U.S. Navy's 30-year shipbuilding plan changes dramatically and unexpectedly. The company's Newport News operations are strategically important to the U.S.'s security policy and defense infrastructure, and the majority of the company's products have a significant role in the U.S. Navy's 30-year shipbuilding plan. The company has solid leverage metrics for the ratings. HII's gross leverage (debt/EBITDA) was 1.2x at the end of 2016 and 2015, down from 1.9x and 2.3x at the end of 2014 and 2013, respectively. HII significantly improved its leverage in 2015 due to higher EBITDA margins (as calculated by Fitch) and the repayment of outstanding senior secured term loans. Fitch expects the company's leverage will remain stable over the rating horizon. HII has significantly improved its margins and cash flows over the past five years. HII's EBITDA margins reached 15.3% in 2016, up from 8.4% in 2012, although Fitch believes a more sustainable margin for the company is in the range of 13%-15%. The company generated $439 million of FCF in 2016 and Fitch expects HII will generate above $300 million of FCF in 2017, down from 2016, mostly due to an anticipated significant increase in capex. HII derives the majority of its revenue from the U.S. Navy and Coast Guard, exposing the company to changes in plans regarding the fleet needs of the Department of Defense (DoD) and the Department of Homeland Security (DHS). HII's low product diversification is somewhat mitigated by the strategic importance of its Newport News operations and its large and highly visible backlog. Fitch views HII's lack of revenue diversification and exposure to program execution risks as constraints to the company's credit ratings and expects HII would need to maintain stronger than average credit metrics and financial flexibility compared to similarly rated aerospace & defense companies. On Dec.1, 2016 HII acquired Camber Corporation (Camber), a government services company, for $372 million. Camber, along with several acquisitions completed in prior years, somewhat diversifies HII's product offerings and could represent a new growth platform. Fitch views HII's diversification efforts as credit positive but Fitch is concerned by Camber's integration risk and HII's ability to succeed in the highly competitive technical service sector, which is not the company's historical core competency. The company has indicated its top priority is to invest in the core business and plans to spend approximately $1.2 billion in capital investments over the next four years as part of the $1.5 billion five-year plan announced in late 2015. In addition, Fitch believes the company will pursue small- to medium-sized bolt-on acquisitions funded by internally generated cash to bolster its Technical Services segment and improve its diversity. A debt-funded acquisition is possible; however, Fitch expects the company will have a well-defined plan to return to its current leverage metrics within a reasonable timeline. Rating concerns include HII's significant exposure to program execution risk; large annual net working-capital swings; significant annual cash flow fluctuations related to the timing of pension cost reimbursements from the U.S. government, and program concentration. HII is exposed to changes in plans regarding the fleet needs of the DoD and the DHS. Fitch is also concerned by the large underfunded status of the company's defined benefit pension plans. At the end of 2016 HII's pension plans were underfunded by approximately $1.1 billion (approximately 81% funded), a slight deterioration from $1 billion deficit (82% funded) deficit at the end of 2015. The deterioration is largely due to changes in actuarial assumptions, which more than offset HII's $167 million discretionary contribution to the qualified plans and approximately 7% return on the plan's assets in 2016. The pension benefit obligation was approximately $6.1 billion at the end of 2016, while the other post-retirement benefit obligation was $578 million. HII is fully funded on an ERISA basis and has not been required to make minimum contributions to its pension plans since 2011, but the company continued to make annual discretionary contributions. HII plans to make a $290 million discretionary contribution to its qualified pension plans in 2017. The pension deficit and required contributions are mitigated by expected reimbursements from the U.S. government which treats most of HII's of pension costs as allowable and reimbursable costs under some government contracts. The company estimates that its cash contributions will be fully offset by CAS recovery, and the company will have $32 million net cash inflow related to its pension funding and other post-retirement benefits contributions in 2017. DERIVATION SUMMARY Fitch believes the company's credit profile and leverage have stabilized. HII's leverage was as high as 2.3x (Debt/EBITDA) at the end of 2013 prior to improving to 1.9x and 1.2x by the end of 2014 and 2015, respectively. The company's leverage metrics have not changed from 2015 to 2016 and leverage (debt/EBITDA) and adjusted leverage (adjusted debt/EBITDAR) remained flat at 1.2x and 1.6x, respectively. Fitch expects the company's credit metrics will remain stable over the rating horizon with leverage fluctuating in the range of 1x-1.2x. HII has also achieved higher than 15% EBITDA margins over the past two years, a notable improvement over 13.2% and 11.3% in 2014 and 2013, respectively, while generating more than $400 million in annual FCF over the past three years. Fitch believes the company's EBITDA margins and FCF generation have also stabilized and expects HII will generate EBITDA margins in the range of 13%-15% and more than $300 million FCF annually. The significantly improved leverage profile and strong cash generation mitigate Fitch's concerns related to significant lack of diversification and project execution risks. In 2016, HII derived more than 90% of its revenues from seven programs and is exposed to changes to the U.S. Navy's 30-year shipbuilding plans. The concentration of the large-ticket programs amplifies operating risks as evidenced by the financial underperformance of the company from 2008 to 2012 due to troubles with LPD and LHA ships in its Ingalls segment. Fitch estimates HII will be able to maintain a strong credit profile and generate positive FCF even if one of the programs is cancelled and the company experiences significant operating underperformance simultaneously. HII does not have an individual like-sized peer with a similar operating profile. HII has the lowest customer, geographic and product diversification among aerospace and defense companies rated by Fitch. General Dynamics is the only other company with shipbuilding operations for the U.S. Navy (Electric Boat), but it cannot be directly compared to HII due to its size, diversification and significantly stronger credit profile. Most industry peers at the upper end of the 'BB' rating category and the lower end of the 'BBB' rating category differ from HII for significant reasons. L-3 Technology and Harris Corp are both more diversified than HII, but have weaker leverage metrics despite similar size. In addition, their revenues are less predictable due to the short-cycle nature of many of their IDIQ contracts. Orbital ATK is also more diversified than Huntington, but has a significantly weaker credit profile and a less predictable revenue stream. KEY ASSUMPTIONS Fitch's key assumptions within Fitch ratings case for HII include: -- Revenue growth in the high single digits over the next two years driven by the acquisition of Camber Corporation and higher volume in both shipbuilding segments; -- EBITDA margins in the range of 14% to 15%; -- Combined net share repurchases and dividend payments will be in the range of 60% to 90% of net earnings over the next several years; -- Capital expenditures will be in the range of 4% to 5% of revenues; -- Debt levels will remain steady; -- The company will generate FCF in the range of $300 million to $400 million in 2017; -- HII will not make large acquisitions in the near future; -- HII will make a total of $333 million in pension and post- retirement benefit contributions in 2017, but its pension related cash flow will be positive after giving effect to the expected $365 million CAS recoveries from the U.S. government. RATING SENSITIVITIES Fitch may consider a positive rating action if the company's leverage and FFO adjusted leverage remain below 1.5x and 2.5x for a sustained period of time, respectively. A positive rating action could also be driven by additional evidence of the company's commitment to maintaining investment-grade ratings in the context of its financial policies. Given low diversification and exposure to project execution risks, Fitch expects the company would need to maintain stronger than average credit metrics and financial flexibility compared to similarly rated companies. A negative rating action is not likely in the near future; however, it would be considered should the company's leverage and FFO adjusted leverage increase and remain above 2.5x and 3.5x, respectively. Fitch may also consider a negative rating action if the company engages in significant debt-funded acquisitions or experiences significant losses due to operating challenges to its programs. LIQUIDITY The company has a strong liquidity position. As of March 31, 2017, HII had liquidity of $1.5 billion, including $308 million in readily available cash and $1.2 billion of availability under its revolver. There is no material amount of cash located overseas; however, Fitch considers approximately $300 million to be restricted for operational purposes. In 2015, HII restated and amended its senior secured revolving credit facility and increased its size from $650 million to $1.25 billion. The revolver includes a LoC sublimit of $500 million and the majority of the facility's covenants remained the same as the original 2011 agreement. The company has a favorable maturity schedule with no material maturities until 2021 when $600 million senior unsecured notes become due. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Huntington Ingalls Industries, Inc. -- Issuer Default Rating at 'BB+'; -- Senior secured credit facilities at 'BBB-/RR1'; -- Senior unsecured notes at 'BB+/RR4'. The Rating Outlook is revised to Positive from Stable. IGAMBIT INC: Stockholders' Deficit Raises Going Concern Doubt ------------------------------------------------------------- iGambit Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $242,074 on $4,350 of sales for the three months ended March 31, 2017, compared with a net loss of $238,870 on $nil of sales for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $1.72 million in total assets, $6.68 million in total liabilities, and a stockholders' deficit of $4.95 million. The Company is in the process of disposing of its operating subsidiary, Arcmail and has stockholders' deficiency of $4,954,876 at March 31, 2017. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to obtain necessary equity financing and ultimately from generating revenues from its newly acquired subsidiaries to continue operations. A copy of the Form 10-Q is available at: http://bit.ly/2qNsO0T iGambit Inc., operates through its wholly-owned subsidiaries, HealthDatix, Inc. ("HealthDatix"), Wala, Inc. doing business as Arcmail Technology ("ArcMail") and Gotham Innovation Lab Inc. ("Gotham"). HealthDatix, Inc. is engaged in the business of streamlining the process of managing information in the document-intensive medical field for customers throughout the United States. ArcMail provides email archive solutions to domestic and international businesses through hardware and software sales, support, and maintenance. Gotham was in the business of providing media technology services to real estate agents and brokers in the New York metropolitan area. iGambit Inc. was founded in 1996 and is based in Smithtown, New York. IGNITE RESTAURANT: Joe's Crab Shack in Ch. 11 to Sell to PE Firm ---------------------------------------------------------------- Ignite Restaurant Group, owner of the Joe's Crab Shack and Brick House Tavern + Tap brands, has sought Chapter 11 protection to facilitate a sale of its business to a private equity firm for $50 million in cash plus the assumption of certain liabilities. Ignite said Tuesday announced that it has entered into an agreement with an affiliate of Kelly Companies, a San Diego-based private equity firm, pursuant to which it would sell both of its brands for a cash bid offer. Pursuant to Section 363 of the Bankruptcy Code, Ignite also will be filing a motion for the implementation of bidding procedures to allow other companies the opportunity to submit bids through a Court-supervised process to purchase the assets being sold. Ignite anticipates the sale transaction, which is subject to customary closing conditions, will be completed within 60 to 90 days. Piper Jaffray & Co is being retained to conduct a sale process according to the bid procedures. Piper Jaffray will seek higher or better offers from prospective bidders interested in purchasing the business as a whole or any of its component parts. Both Joe's Crab Shack and Brick House Tavern + Tap restaurants will remain open and operating as usual and Ignite customers can expect to continue to enjoy the same great food and service that they have come to expect from our brands. "Today's sale agreement represents the culmination of a long and thorough process, and is an important step in positioning Joe's and Brick House for future growth and success," said CEO Jonathan Tibus. Michael Kelly, CEO of KRG Acquisitions Co, LLC (an affiliate of Kelly Companies), said that he is "excited about acquiring a well-known national brand such as Joe's Crab Shack and Brick House Tavern + Tap. We look forward to delivering great food and impeccable customer service to the many valued customers of Joe's and Brick House. KRG believes Joe's and Brick House will benefit from KRG's experience in the casual dining industry and its existing operational capabilities." Declines in Sales Jonathan M. Tibus, Managing Director at Alvarez & Marsal North America, LLC, and who has been CEO of the Debtors since April 4, 2017, explains that the Debtors have continued to experience declining financial performance and declines in comparable restaurant sales and income from operations at Joe's and Brick House. The Debtors have closed underperforming restaurants and implemented cost reduction measures to help mitigate the effect of these declines and improve their financial position and liquidity. In late 2016, the Debtors engaged Alvarez and Piper Jaffray to assist the Debtors in evaluating various strategic alternatives available to the Debtors. The Debtors commenced a process to pursue the sale of the business. The Debtors determined that a sale of the Company's assets would result in the best recovery for all of their stakeholders. Despite their efforts to improve performance, the Debtors have been unable to comply with their obligations under the Pre-Petition Credit Agreement. In April 2017 the Debtors defaulted on those obligations. The Debtors and the Pre-Petition Lenders entered into a Forbearance Agreement on March 31, 2017, which terminated on June 6, 2017. Marketing Process The Debtors originally commenced the process of evaluating financing and sale options in September 2016 with the hiring of Piper Jaffray as their exclusive investment banker. Under the terms of its agreement and to assist the Debtors in determining the best strategic alternative available to them, Piper Jaffray explored debt refinance, structured equity, minority capital and full sale transactions. At the Debtors' direction, Piper Jaffray contacted numerous parties from September 2016 to January 2017 to determine their interest in the acquisition of, or investment in, the Debtors. Specifically, Piper Jaffray contacted 83 strategic and financial potential bidders, and 105 potential lenders or providers of capital. Of these contacted parties, 37 potential bidders and 83 potential lenders or providers of capital ultimately negotiated confidentiality agreements and were provided a confidential information memorandum. Interested parties were asked to participate in an initial discussion with Piper Jaffray to hear about the opportunity and ask questions about the Debtors' assets. Parties that demonstrated sufficient interest in a possible transaction were then given access to further initial due diligence information and invited to conduct calls with management. Through this process, seven potential bidders and two potential lenders or providers of capital provided verbal or written indications of interest. However, amid continued declining same store sales trends, the degradation of restaurant-level margins, and broader concerns that surfaced in media and analysts reports regarding the casual dining and restaurant sector as a whole, these trends created an extremely challenging backdrop for investors. Certain parties who submitted proposals to invest in or acquire the Debtors withdrew these proposals. The remaining offers were not viewed as viable, or capable of being closed. Concluding that all alternatives had been exhausted, the Debtors pursued a path to secure a stalking horse bid for the sale of substantially all of their assets. At the Debtors' direction, Piper Jaffray approached interested parties to secure a stalking horse bidder for the sale of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code. While all previous indications of interest received since the Fall of 2016 were considered, Piper Jaffray particularly reached out to parties who had expressed substantial interest in acquiring the Debtors through a bankruptcy proceeding in the previously conducted marketing process, as well as additional parties with expertise in acquiring distressed assets. In total, during this most recent phase of the sale process, Piper Jaffray contacted 44 strategic and financial potential bidders to serve as a potential stalking horse bidder, of which 33 ultimately negotiated confidentiality agreements and were provided a confidential information memorandum. Six potential bidders submitted indications of interest to acquire the Debtors, and three of those potential bidders continued their diligence process and submitted markups of an asset purchase agreement to acquire the Debtors. Of these parties, KRG Acquisitions Co, LLC, as Stalking Horse Purchaser, an affiliate of Kelly Investment Group, emerged as the highest and best bid, based on the business judgment of the Debtors and its advisors, after considering all other options and following an extensive effort to negotiate favorable terms. Deal With Kelly Investment On June 5, 2017 the Debtors entered into an Asset Purchase Agreement with the Stalking Horse Purchaser. The Agreement contemplates the sale of the Purchased Assets to the Stalking Horse Purchaser (subject to higher or better bids) and contains these material terms: * Purchase Price -- In addition to the assumption of the Assumed Liabilities, $50,000,000 by wire transfer of immediately available funds to a bank account as shall be designated in writing no later than one (1) day prior to the closing date, which amount shall be (i) reduced by (w) the amount of the Good Faith Deposit delivered to Sellers as a credit against the Purchase Price in accordance with Section 2.8(b) of the Agreement, (x) the Transfer Tax Estimate for Purchased Locations, (y) the Property Tax Estimate for Purchased Locations and (z) 50% of the Gift Card Sales and (ii) increased by (x) the Prepaid Rent for Purchased Locations, (y) the Deposits for Purchased Locations, and (z) the Store Cash Amount; * Purchased Assets -- The "Purchased Assets" include certain of the Debtors' assets including, but not limited to, all rights of Sellers under the executory contracts and unexpired leases specified in the Agreement (collectively, the "Assigned Contracts") subject to Sections 7.5(d) of the Agreement, certain cash and cash equivalents, certain inventory and tangible personal property, certain permits, all intellectual property rights, and data and records; * Assumed Liabilities -- all liabilities and obligations related to or arising in connection with the business or the Purchased Assets from and after closing, all liabilities and obligations related to the Assigned Contracts, all liabilities and obligations related to or arising under the Permits included in the Purchased Assets from and after closing, all adequate assurance of future performance costs and expenses associated with the Assigned Contracts, all liabilities and obligations of Sellers arising under outstanding gift cards, and all Transfer Taxes and all Property Taxes that are attributable to the Purchased Assets; * Cure Costs –- The Debtors will have sole responsibility for paying any Cure Costs due in connection with the assumption and assignment of the Assigned Contracts (a) that are Real Property Leases and (b) that are personal property leases (collectively the "Lease Cure Contracts"). Purchaser shall have the sole responsibility for paying Cure Costs due in connection with the assumption and assignment of all other Assigned Contracts. * Good Faith Deposit -- $2,000,000. Half of the Good Faith Deposit ($1,000,000) will be deposited by the Stalking Horse Purchaser with the escrow agent on the execution date of the Agreement, and the remaining amount of the deposit to be deposited by the Stalking Horse Purchaser with the escrow agent following entry of the Bidding Procedures Order by the Court; * Proposed Breakup Fee Payable to the Stalking Horse Bidder -- $1,500,000, plus Sellers will direct the escrow agent to return the Good Faith Deposit to the Stalking Horse Bidder. * Designation Rights -- The Agreement gives the Stalking Horse Purchaser the ability, through Oct. 15, 2017, to designate certain contracts, agreements and leases as either Excluded Assets or Purchased Assets (the "Designation Rights Assets"). * Management Agreement -- The Agreement includes the Management Agreement, which provides that the Debtor will manage, control, and operate certain restaurants during (a) with respect to the restaurants that are purchased by the Stalking Horse Purchaser through the Agreement, during the period that the Stalking Horse Purchaser obtains from the relevant state and/or local government regulatory authorities the Liquor License Approvals and/or Permits, as applicable, and (b) with respect to each real property lease that has been designated as a Designation Rights Asset, until such restaurant has either been designated a Purchased Assets or Excluded Asset. * Outside Termination Date -- The Agreement may be terminated if Closing does not occur on or before September 8, 2017. About Ignite Restaurant Ignite Restaurant Group and its affiliates -- http://www.igniterestaurants.com/-- operate two well-known restaurant brands, Joe's Crab Shack ("Joe's") and Brick House Tavern + Tap ("Brick House") that offer a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere. As of June 6, 2017, it operates 137 restaurants and have three international franchise locations. It has 8,400 employees, consisting of approximately 2,400 full-time hourly employees, 5,500 part-time hourly employees and 500 full-time salaried employees. Ignite Restaurant Group and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-33550) on June 6, 2017. The Debtors have sought joint administration of the cases. The cases have been assigned to the Honorable Judge David R. Jones. Alvarez & Marsal is serving as financial advisor, Piper Jaffray & Co is serving as M&A advisor and King & Spalding LLP is serving as legal advisor to Ignite. Garden City Group is the claims and noticing agent. INTERNATIONAL AUTOMOTIVE: S&P Cuts CCR to CCC+ on Refinancing Risk ------------------------------------------------------------------ S&P Global Ratings said that it has lowered its corporate credit rating on International Automotive Components Group S.A. to 'CCC+' from 'B'. The outlook is developing. At the same time, S&P lowered its issue-level rating on the company's senior secured notes to 'CCC+' from 'B'. The '4' recovery rating remains unchanged, indicating S&P's expectation for average (30%-50%; rounded estimate: 35%) recovery in a payment default scenario. "The downgrade reflects the company's lack of progress toward addressing its significant debt maturities over the next 12 months, which -- in our view -- heightens the refinancing risk," said S&P Global credit analyst Nishit Madlani. A significant portion of its debt is classified as current on its balance sheet. The company's $300 million senior secured notes will mature on June 1, 2018. In addition, its global credit facilities agreement ($269 million outstanding as of April 1, 2017) is scheduled to mature on March 3, 2018. Furthermore, negative free operating over the next 12 months will increase the company's reliance on its credit facilities. The developing outlook on IAC reflects the possibility that S&P will take either a positive or negative rating action on the company over the next six months depending on the progress of its refinancing initiatives and the timing of the receipt of the proceeds from its soft trim JV transaction. S&P may downgrade IAC if the company does not take steps to refinance the maturing 2018 notes or if there is a delay in the receipt of the proceeds from its soft trim JV transaction beyond the third quarter of 2017. In S&P's view, this will increase the likelihood that the company may miss an interest payment as it undertakes capital-market transactions that S&P assess as constituting a distressed exchange, including capital-market purchases below initial promise. S&P may raise its rating on IAC if the company fully refinances its notes maturing in 2018 in a timely fashion and at manageable interest costs. S&P views refinancing risk as the primary pressure on the company and a removal of this risk would likely lead to a one- or multiple-notch upgrade. An upgrade would be contingent on ongoing improvements in the company's EBITDA margins, sustained business wins, and reduced free cash flow burn as it funds its ongoing restructuring with the proceeds from the sale of its soft trim JV. ISABELLA MANAGEMENT: Case Summary & 5 Unsecured Creditors --------------------------------------------------------- Debtor: Isabella Management, LLC dba Eagles Landing Learning Center 420 Eagles Landing Parkway Stockbridge, GA 30281 Business Description: The Debtor is a small business Debtor as defined in 11 U.S.C. Section 101(51D). It owns a property located at 420 Eagles Landing Parkway, Stockridge, GA 30281 with a current value of $950,000. Chapter 11 Petition Date: June 5, 2017 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: M. Denise Dotson, Esq. M. DENISE DOTSON, LLC 170 Mitchell St. Atlanta, GA 30303 Tel: (404) 526-8869 Fax: (404) 526-8855 E-mail: ddotsonlaw@me.com Total Assets: $998,300 Total Liabilities: $1.58 million The petition was signed by Benjamin Hurd, president. A copy of the Debtor's list of five unsecured creditors is available for free at http://bankrupt.com/misc/ganb17-59976.pdf ISLE OF CAPRI CASINOS: S&P Affirms Then Withdraws 'B+' CCR ---------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on St. Louis-based Isle of Capri Casinos Inc. S&P subsequently withdrew all ratings, including its 'BB-' issue-level rating on Isle's $500 million notes due 2021 and S&P's 'B' issue-level rating on Isle's $350 million senior subordinated notes due 2020. The ratings withdrawals follow Eldorado's completion of its acquisition of Isle on May 1, 2017 and the subsequent repayment and termination of all debt in Isle's capital structure. JEFF BENFIELD: Eight Interim Cash Use Order Entered --------------------------------------------------- Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina signed an Eighth Interim Order authorizing Jeff Benfield Nursery, Inc. to use cash collateral in the ordinary course of business for the expenses specified in the approved Budget, during the period beginning April 26, 2017 and continuing through the date of the final hearing. Any party wishing to object to the Debtor's use of cash collateral being allowed on a final basis must file written objection 3 days prior to the final hearing, which has been scheduled to be held on June 5, 2017 at 9:30 a.m. The Debtor may use cash collateral only for ordinary and necessary business expenses consistent with the specific items and amounts contained in the Budget. The Debtor may vary from the Budget by 10% per line item on a cumulative basis. The approved Budget provides for total operating expenses of approximately $390,437 for the month of May 2017 through June 5, 2017. The Lenders are granted valid, attached, choate, enforceable, perfected and continuing security interests in, and liens upon all postpetition assets of the Debtor of the same character and type, to the same extent and validity as the liens and encumbrances of the Lenders attached to the Debtor's assets prepetition. The Lenders' security interests in, and liens upon, the Post-Petition Collateral will have the same validity as existed between the Lenders, the Debtor, and all other creditors or claimants against the Debtor's estate on the Petition Date. The Debtor is directed to provide a budget-to-actual cash usage comparison report to the Lenders and the Bankruptcy Administrator, on or before May 31, 2017. A full-text copy of the Eighth Interim Order, dated June 1, 2017, is available at https://is.gd/lTmvig About Jeff Benfield Nursery Headquartered in Marion, North Carolina, Jeff Benfield Nursery, Inc., operates a commercial wholesale nursery, growing trees, shrubs, and similar agricultural products on approximately 1,000 acres in McDowell and Avery Counties. The Debtor, which was formed in 1989, has 30 regular employees and additional seasonal workers. Jeff Benfield Nursery, Inc., previously sought bankruptcy protection in 2009 (Case No. 09-40311), and its plan of reorganization was confirmed in an order entered on June 10, 2010. Jeff Benfield Nursery filed a chapter 11 petition (Bankr. W.D.N.C. Case No. 16-40375) on Aug. 26, 2016. The petition was signed by Jeffrey L. Benfield, president. The case is assigned to Judge J. Craig Whitley. The Debtor estimated assets at $10 million to $50 million and liabilities at $1 million to $10 million at the time of the filing. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as bankruptcy counsel to the Debtor. JMU LIMITED: Deloitte Touche Tohmatsu Raises Going Concern Doubt ---------------------------------------------------------------- JMU Limited filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of US$25.29 million on US$73.20 million of total revenues for the year ended December 31, 2016, compared to a net loss of US$93.57 million on US$11.48 million of total revenues for the year ended in 2015. The audit report of Deloitte Touche Tohmatsu Certified Public Accountants LLP in Beijing, China, states the Group's recurring losses from operations and shareholders' equity raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of US$274.04 million, total liabilities of US$25.65 million, and a stockholders' equity of US$248.40 million. A full-text copy of the Company's Form 20-F is available at: https://is.gd/ErILdk Based in Shanghai, China, JMU Limited operates a business-to-business online e-commerce platform that provides integrated services to suppliers and customers in the catering industry in the People's Republic of China. JMU connect suppliers and customers in the food service industry through its online platform. Its customers include restaurants, restaurant chains, hotels, food product manufacturers and others. JPS COMPLETION: Estimates No Recovery for Unsecured Creditors ------------------------------------------------------------- JPS Completion Fluids, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas a first amended disclosure statement dated May 24, 2017, accompanying the Debtor's first amended plan of liquidation. The plan confirmation hearing will commence on July 12, 2017, at 10:00 a.m. central standard time. The plan objection deadline is July 3, 2017, at 5:00 p.m. central standard time, which is also the deadline for the submission of ballot indicating acceptance or rejection of the Plan. Sergio Garza will serve as plan trustee for the plan trust. For matters that may arise in which Sergio Garza has a conflict of interest, Pedro Gonzalez, Jr., will serve as conflicts trustee. Neither will receive compensation for their time but will be entitled to reimbursement from the trust for their expenses incurred in pursuit of their duties under the Plan. Class 3 General Unsecured Claims, including any Under-Secured deficiency claim and executory contract rejected claims, will be paid up to the full the face amount of the allowed claim commencing after the later of the Effective Date of the Plan, or the date the Class 3 Claim becomes an allowed claim, if, as and when the Liquidating Trust has available funds for distributions, if any. Class 3 is made up of all Unsecured Creditors who are not defined in one of the other classes, and includes, but is not limited to, the trade creditors of the Debtor, as well as claims related to disputed claims, but excludes claims of insiders. The Debtor estimates no recovery for general unsecured creditors due to the large amounts of the filed secured and priority unsecured claims. However, the Debtor also believes that any the alternative to confirmation of the Plan would result in no distribution to creditors with general unsecured claims. Class 3 is impaired. The Plan expressly provides for the sale of substantially all of the Debtor's assets and liquidation of the Debtor which, as a matter of law, is feasible. The funds which the Debtor expects to be generated by the disposition of the estate property, as well as the funds already generated by the collection of accounts is anticipated to be sufficient to fund all distributions under the Plan and to establish a reasonable reserve, including the costs of administering the Liquidating Trust. The Plan satisfies Section 1129(a)(11) of the U.S. Bankruptcy Code, because it provides for the sale of substantially all of the Debtor's assets and creates a Liquidating Trust from which all distributions to allowed claims can be paid. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-51110-209.pdf As reported by the Troubled Company Reporter on March 16, 2017, the Debtor filed with the Court a disclosure statement dated March 1, 2017, accompanying the plan of liquidation, which stated that Class 3 Unsecured Claims be paid up to the full the face amount of the allowed claim commencing after the later of the Effective Date of the Plan, or the date the Class 3 Claim becomes an allowed claim, if, as and when the Liquidating Trust has available funds for distributions, if any. This Class 3 would be made up of all Unsecured Creditors who are not defined in one of the other Classes, and includes, but is not limited to, the Trade Creditors of the Debtor, as well as Claims related to Disputed Claims, but excludes claims of Insiders and deficiency claims of Secured Creditors. About JPS Completion Fluids JPS Completion Fluids, Inc., a domestic corporation with principal place of business in Mathis, San Patricio County, Texas, provided chemicals and other completion fluids for the oil and gas industry. JPS sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-51110) on May 11, 2016. The petition was signed by Sergio Garza, vice president. Judge Craig A. Gargotta is assigned to the case. The Debtor estimated assets and liabilities of $1 million to $10 million. Nathaniel Peter Holzer, Esq., at the Jordan Hyden Womble Culbreth & Holzer PC serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the case. JPS COMPLETION: Plan Outline Okayed, Plan Hearing on July 12 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Texas will consider approval of the Chapter 11 plan of liquidation for JPS Completion Fluids, Inc., at a hearing on July 12. The hearing will be held at 10:00 a.m., at the U.S. Bankruptcy Court, Hipolito F. Garcia Federal Building, 615 East Houston Street, San Antonio, Texas. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order set a July 3 deadline for creditors to file their objections and cast their votes accepting or rejecting the liquidating plan. About JPS Completion Fluids JPS Completion Fluids, Inc., a domestic corporation with principal place of business in Mathis, San Patricio County, Texas, provided chemicals and other completion fluids for the oil and gas industry. JPS sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-51110) on May 11, 2016. The petition was signed by Sergio Garza, vice president. Judge Craig A. Gargotta is assigned to the case. The Debtor estimated assets and liabilities of $1 million to $10 million. Nathaniel Peter Holzer, Esq., at the Jordan Hyden Womble Culbreth & Holzer PC, serves as the Debtor's counsel. The Debtor hired Adamson & Company, LLC as its accountant and tax consultant. No official committee of unsecured creditors has been appointed in the case. JVJ PHARMACY: Disclosures Approved; July 6 Plan Outline Hearing --------------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York approved JVJ Pharmacy Inc.'s revised first amended disclosure statement in support of its plan of reorganization filed on May 24, 2017. The court orders that the Disclosure Statement may be amended or modified to reflect those modifications that the Debtor determines to be appropriate that shall not materially change the Disclosure Statement or adversely materially affect any rights of a party in interest. The Confirmation Hearing is scheduled for July 6, 2017, at 10:00 a.m. prevailing Eastern Time, at the U.S. Bankruptcy Court, Southern District of New York, One Bowling Green, New York, New York, in Courtroom 723, before the Honorable Stuart M. Bernstein. Any objection to the confirmation of the Plan must be filed, together with an affidavit of service, so as to be received by no later than 4:00 p.m. Prevailing Eastern Time on June 30, 2017. About JVJ Pharmacy Inc. Headquartered in New York, New York, JVJ Pharmacy Inc., d/b/a University Chemists, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10508) on March 3, 2016, listing $6.88 million in total assets and $5.61 million in total liabilities. The Debtor operates a "specialty pharmacy", maintaining contracts to provide pharmaceutical products to different health care facilities, including clinics, hospitalss, medical practices and individual physicians. The petition was signed by James F. Zambri, president. Judge Stuart M. Bernstein presides over the case. Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rose, PLLC, serves as the Debtor's bankruptcy counsel. KEN'S CUSTOM: Auction of Corporate Stock on June 22 --------------------------------------------------- David P. Lloyd, Esq., counsel for debtor Ken's Custom Upholstery Inc., will conduct an auction of 100% of the corporate stock in the Debtor, pursuant to the Plan of Reorganization in the Chapter 11 case. The auction will be held on June 22, 2017, at 2:00 p.m., at the office of: David P. Lloyd, Ltd. 615B S. LaGrange Road LaGrange, IL 60525 This is an auction of the stock, representing the equity in the debtor corporation, and not an auction of the assets of the Debtor. The estimated value of all assets of the Debtor is $101,000, and the estimated amount of all debts of the Debtor is $392,200. The auction is the Debtor's chosen method of determining the value of its corporate stock by marketing and competitive bidding, as required by Section 1129(b)(2) of the United States Bankruptcy Code. The opening bid for the corporate stock of the Debtor, by the existing shareholders, is $1,000. Bids shall be in increments of at least $1,000, so any further bids must begin at $2,000. To participate in the auction, purchasers must submit an intention to bid to counsel for the Debtor, David P. Lloyd, by U.S. Mail at 615B S. LaGrange Rd., LaGrange IL 60525, or by fax at 708-937-1265, to arrive no later than 4:00 p.m. on June 20, 2017. The purchase price must be paid in cash or certified funds no later than 24 hours after the close of the auction. The successful bidder will acquire all assets AND liabilities of the Debtor. The Debtor's Plan of Reorganization proposes a treatment of the liabilities. Information about the Debtor's Plan may be obtained from Debtor's counsel, David P. Lloyd, Ltd., at 708-937-1264. 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. Ken's Custom Upholstery 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 and proposed Chapter 11 plan of reorganization. LA PALOMA GENERATING: Needs Until August 7 to File Chapter 11 Plan ------------------------------------------------------------------ La Paloma Generating Company, and its affiliated debtors request the U.S. Bankruptcy Court for the District of Delaware to extend by 60 days their exclusive periods to file a Chapter 11 plan and solicit acceptances for that plan through and including August 7, 2017 and October 6, 2017, respectively. If an objection is timely filed and served by June 19, and such objection is not timely resolved, a hearing to consider such objection and the Debtors' request for exclusivity extension will be held on June 26, 2017 at 11:00 a.m. The Filing Exclusivity Period and the Solicitation Period have been extended once by the Court and are currently set to expire on June 7 and August 7, 2017, respectively, absent further order of the Court. The Debtors have been under the protection of Chapter 11 for less than six months, and the Debtors have used this time to kick off substantive plan negotiations and engage with all major creditor groups and enhance the value of their assets. During that time, among other things, the Debtors have: (a) negotiated several consensual financing orders to ensure that the Debtors have access to the funds necessary to operate their business and pay the administrative expenses of these Chapter 11 cases; (b) engaged all of their key stakeholders in discussions concerning potential Chapter 11 plan structures; and (c) worked to monetized assets and restructure important vendor and other contractual relationships with a view toward maximizing the value of their business. Specifically, the Debtors have previously requested the Court to exercise its authority to hear a dispute concerning the taxable value of the Debtors' generation facility. The Court agreed and the Debtors will have an opportunity to obtain an expeditious judicial determination of the Debtors' tax liability, which could result in the Debtors recovering more than $14 million in tax refund. In addition, the Debtors have negotiated an amendment to their Maintenance Agreement with Alstom Power that will result in significant savings to the estate and enhance the Debtors' profitability going forward. Accordingly, the Debtors require more time to continue these efforts and realize the fruits of their labor. About La Paloma Generating Company La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC, filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec. 6, 2016. The Hon. Christopher S. Sontchi presides over the cases. The petitions were signed by Niranjan Ravindran, as authorized person. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North America, LLC, as financial advisor. La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Maria Aprile Sawczuk has been appointed fee examiner in the bankruptcy case. LA SABANA: Unsecureds to Recover Nothing Under Plan --------------------------------------------------- La Sabana Development LLC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a fifth amended disclosure statement dated May 24, 2017, referring to the Debtor's plan of reorganization dated May 24, 2017. Class 3 General Unsecured Claims -- totaling $639,487.63 -- are impaired by the Plan. This Class will not receive any distribution under the Plan. The Debtor's Plan of Liquidation will be funded with proceeds from the sale of its real estate property, as per the 363 motion filed on May 17, 2017. All of the proceeds received from said sale will be paid to secured creditor PRCI LOAN, LLC, who consented to the sale. The Fifth Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb15-08743-143.pdf About La Sabana Development La Sabana Development LLC is a limited liability corporation, duly registered and authorized to do business in the Commonwealth of Puerto Rico. The Debtor is engaged in the business of developing residential units. The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No. 15-08743), on Nov. 4, 2015. The case is assigned to Judge Mildred Caban Flores. The Debtor's counsel is Hector Eduardo Pedrosa Luna, Esq., The Law Offices of Hector Eduardo Pedrosa Luna, PO Box 9023963, San Juan, Puerto Rico. At the time of filing, the Debtor had estimated both assets and liabilities ranging from $10 million to $50 million each. The petition was signed by Cleofe Rubi-Gonzalez, president. LADERA PARENT: Ameritrans, USHA Trustee Object to Plan Disclosures ------------------------------------------------------------------ John O. Desmond, the Chapter 7 trustee of the bankruptcy Estate of Ameritrans Capital Corporation, and USHA SOHA Terrace, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York objections to the Joint Disclosure Statement for Joint Plan for Ladera Parent LLC and Ladera, LLC, dated April 28, 2017, complaining that the Disclosure Statement lacks adequate information. According to the Chapter 7 Trustee, the viability of the Plan is dependent upon the sale of the Debtors' assets. The Disclosure Statement, the Chapter 7 Trustee says, fails to provide the Court and the Debtors' creditors with adequate information concerning (1) the Parking Declaration; (2) related pending litigation, claims and other proceedings affecting the assets being sold in order to implement the proposed joint Chapter 11 Plan for the Debtors; (3) the numerous and flagrant undisclosed unwaivable conflicts of interests; and (4) the disputes regarding the secured claim and whatever agreements have been made with the secured creditors/mortgage holder. "The Plan is not confirmable and does not conform to the requirements of Section 1129 of the Bankruptcy Code and is otherwise inconsistent with applicable law. The Plan is not proposed in good faith and contemplates the sale of assets that are not property of the Debtors' estates free and clear of a prepetition Lis Pendens," the Chapter 7 Trustee states. Pre-petition, SoHa Terrace, LLC, was formed for the purpose of developing, marketing and selling certain residential condominium and retail property in New York, namely 2278-2286 Frederick Douglas Boulevard, New York, New York 10027. 2280 FDB LLC was utilized as the owner of the SOHA Condominiums. Ameritrans and USHA were minority members of SOHA pursuant to a certain Second Amended and Restated Limited Liability Company Operating Agreement of Soha Terrace LLC, effective as of Jan. 7, 2006. Ameritrans owns at least 6% equity membership interest. RGS Holdings, LLC, acted as the majority member and also the managing member of SOHA. Hans Futterman is the sole owner of RGS and exclusively controls it. SOHA was dissolved by Futterman on Sept. 2, 2016, unilaterally, and without consultation with SOHA's other members. In addition to Futterman's control of the SOHA Condominiums, Futterman (through another LLC) also controls the Debtors. The Debtors have a development project across from the SOHA Condominiums. The Plan proposes this treatment for unsecured claims: a. in full satisfaction, settlement, release and discharge of the Class 4 Ladera Unsecured Claims, the holders of the Class 4 Ladera Unsecured Claims against Ladera will receive, within 30 days of the Closing Date, their pro rata share of available cash when as distributions are made, after payment in full to all senior creditors' claims; and b. in full satisfaction, settlement, release and discharge of the Class 7 L.P. Unsecured Claims, the holders of the Class 7 L.P. Unsecured Claims against Ladera will receive, within 30 days of the closing date, cash equal to their pro rata share of the available cash when as distributions are made after payment in full to all senior creditors' claims. A copy of the Objection is available at: http://bankrupt.com/misc/nysb16-13382-70.pdf Mr. Desmond is represented by: Paul S. Samson, Esq. Alan L. Braunstein, Esq. RIEMER & BRAUNSTEIN LLP Three Center Plaza Boston, Massachusetts 02108 Tel: (617) 523-9000 E-mail: psamson@riemerlaw.com abraunstein@riemerlaw.com USHA SOHA is represented by: Richard L. Yellen, Esq. RICHARD L. YELLEN & ASSOCIATES, LLP 111 Broadway, Suite 1103 New York, New York 10006 Tel: (212) 404-6988 E-mail: ryellen@yellenlaw.com About Ladera Parent LLC Ladera Parent LLC, based in New York, New York, and Ladera, LLC, filed Chapter 11 petitions (Bankr. S.D.N.Y., Lead Case No. 16-13382) on Dec. 4, 2016. The petitions were signed by Hans Futterman, manager. A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as bankruptcy counsel while Phillips Nizer LLP serves as special real estate & corporate counsel. Ladera Parent listed $21 million in assets and $21.02 million in liabilities while Ladera LLC listed $75 million in assets and $45.75 million in liabilities. No trustee, examiner or committee has been appointed in the case. LEHMAN BROTHERS: Mortgage Trustees Accept $2.4-Bil. Offer --------------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal, reported that officials representing 244 mortgage-backed securities trusts have accepted a $2.4 billion settlement offer from Lehman Brothers Holding Inc. According to the report, the proposed deal provides a path for Lehman to resolve a long-running dispute that has dogged its bankruptcy proceedings over how much it owes for faulty mortgages packaged and sold to investors before the financial crisis. The trustees -- U.S. Bank National Association, Deutsche Bank National Trust Co., Wilmington Trust Co. and TMI Trust Co -- accepted the settlement for all but five of the trusts at issue, the report related. In addition to the trustees, 14 institutional investors including BlackRock Financial Management Inc., Pacific Investment Management Co. and Goldman Sachs Asset Management LP that hold certificates issued by the trusts also support the settlement, the report further related. Robert Madden, Esq., of Gibbs & Bruns LLP, who represents those investors, told the Journal that the trustees' decision was "an important step in finally resolving" the disputed claims "and obtaining value for certificateholders in the trusts." Others disagree, as the proposal has drawn criticism from Deer Park Road Management Co., Tilden Park Capital Management LP, BlueMountain Capital Management LLC and other hedge funds arguing the loan claims deserve to be paid a higher recovery from the Lehman estate, the report said. U.S. Bankruptcy Judge Shelley Chapman is scheduled to hold a hearing on the settlement framework July 6, the report added. Under the proposal, she would commence a trial to estimate the loan claims sometime in October, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2016, the team winding down LBHI paid $3.8 billion to creditors, the 11th distribution since Lehman's collapse in 2008. This brought the total payout to more than $113.6 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 11th distribution raised the bondholders' recovery to more than 40 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 79 cents on the dollar. Lehman's aggregate 12th distribution to unsecured creditors pursuant to its confirmed chapter 11 plan will total approximately $3.0 billion. MASSROOTS INC: Negative Cash Flow Raises Going Concern Doubt ------------------------------------------------------------ MassRoots, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $7.45 million on $134,741 of revenues for the three months ended March 31, 2017, compared with a net loss of $2.64 million on $93,385 of revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $5.61 million in total assets, $876,454 in total liabilities, and a stockholders' equity of $4.73 million. As of March 31, 2017, the Company had cash of $2,228,708 and working capital of $1,352,254. However, during the three months ended March 31, 2017, the Company used net cash in operating activities of $2,473,430. These conditions raise substantial doubt about the Company's ability to continue as a going concern. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate our development efforts. The Company will need to generate significant revenues to achieve profitability and it may never do so. A copy of the Form 10-Q is available at: http://bit.ly/2s6RCVw MassRoots, Inc., is a United States-based company, which offers technology platforms for the cannabis industry. The Company's mobile applications enable consumers to provide community-driven reviews of cannabis strains and products, enabling consumers to make cannabis purchasing decisions. Through its mobile applications and Web portal, users utilize MassRoots to share their cannabis content, stay connected with the legalization news and follow their preferred dispensaries. MATTHEW BAGAN DO.O.: Claims Bar Date Set for Sept. 1, 2017 ---------------------------------------------------------- A Petition was filed on May 4, 2017, commencing an Assignment for the Benefit of Creditors, pursuant to Chapter 727, Fla. Stat., made by, Matthew Bagan, DO.O., P.A., Assignor, to Larry S. Hyman, Assignee. The case is pending before the Circuit Court of the Twentieth Judicial Circuit, in and for Charlotte County, Florida, Civil Division, Case No. 17-CA-000400. Matthew Bagan has a principal place of business at 18308 Murdock Circle, Suite 105, Port Charlotte, FL 33948. Mr. Hyman's address is 307 South Boulevard, Suite B, Tampa, FL 33606. Pursuant to Fla. Stat. 727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727, and excepting the case of the secured creditor enforcing its rights in collateral under Chapter 679, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, other than real property, in the possession, custody or control of the Assignee. The Assignee was slated to take a deposition of an authorized corporate representative of the Assignor, at Regency Court Reporting Service, Inc., Paulson Centre Executive Offices, 18245 Paulson Drive, Room #122, port Charlotte, Florida 33954, on May 31, 2017, for the purposes of discovery and compliance with Florida Statute 727 and pursuant to the Florida rules of Civil Procedure. To receive any dividend in this proceeding, parties-in-interest must file a Proof of Claim with the Assignee at the address listed on the proof of claim on or before Sept. 1, 2017. METROPARK USA: Sale of Remnant Assets for $10K Approved ------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Metropark USA, Inc.'s sale of remaining property, consisting of known or unknown assets or claims, which have not been previously sold, assigned, or transferred ("Remnant Assets"), to Oak Point Partners, Inc. for $10,000. A hearing on the Motion was held on June 2, 2017. The sale of the Remnant Assets is free and clear of any and all Liens and Claims. The Debtor's request to recover the reasonable, necessary costs and expenses from the sale proceeds pursuant to section 506(c) of the Bankruptcy Code is granted, subject to its compliance with the procedure set forth and there being no objection filed as contemplated by such procedure. The 14-day stay under Bankruptcy Rule 6004 (h) is waived, for cause. Within 14 days of entry of the Order, the Debtor's counsel will file a Certification of fees and costs on notice to the Second Secured Lien Holders (with a certificate of service thereof), and, if the Second Secured Lien Holders do not file an objection to such Certification, the fees and costs in the amount set forth in the Certification will be allowed, deducted from the sale proceeds and paid to counsel for the Debtor without further Order of the Court. If such an objection is timely filed, payment of any such fees and costs will be subject to the parties' agreement or further order of the Court. About Metropark USA Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25-35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e-commerce site located in Los Angeles, California. Metropark filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on April 26, 2011. The Debtor disclosed total assets of $28,933,805 and total debt of $28,697,006 as of April 2, 2011. Ashford-Schael LLC is serving as counsel to the Debtor, with the engagement led by Courtney A. Schael, Esq., in Westfield, New Jersey. CRG Partners Group, LLC, is the Debtor's financial advisor. Great American Group Real Estate, LLC, doing business as GA Keen Realty Advisors, is the Debtor's special real estate advisor. Blakeley & Blakeley, LLP, in Irvine, Calif., is counsel to the Official Committee of Unsecured Creditors, with the engagement headed by Ronald A. Clifford, Esq. METROTEK ELECTRICAL: June 27 Hearing on Ch. 11 Trustee Appointment ------------------------------------------------------------------ StarKO Electric Services, Inc., asked Judge Christine M. Gravelle of the United States Bankruptcy Court for the District of New Jersey to enter an order directing the appointment of a Chapter 11 trustee or, in the alternative, appointing an examiner for MetroTek Electrical Services Company, through a hearing to be conducted on June 27, 2017. The Movant is represented by: Louis A. Modugno, Esq MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP 1300 Mt. Kemble Avenue PO Box 2075 Morristown, NJ 07962-2075 Telephone: (973) 993-8100 Facsimile: (973) 425-0161 Email: lmodugno@mdmc-law.com About MetroTek MetroTek Electrical Services Company filed a chapter 11 petition (Bankr. D.N.J. Case No. 16-25628) on August 15, 2016. The petition was signed by Reiner Jaeckle, chief operating officer. The case is assigned to Judge Christine Gravelle. The Debtor is represented by Allen I. Gorski, Esq., at Gorski & Knowlton PC. The Debtor disclosed assets at $641,184 and debts at $2.56 million. No official committee of unsecured creditors has been appointed in the case. MICHAEL BAKER: S&P Lowers CCR to B- on Heightened Refinancing Risk ------------------------------------------------------------------ S&P Global Ratings said that it has lowered its corporate credit rating on Pittsburgh-based Michael Baker International LLC to 'B-' from 'B+'. The outlook is developing. At the same time, S&P lowered its issue-level rating on the company's $350 million senior secured notes due 2018 to 'B-' from 'B+'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. Additionally, S&P lowered its issue-level rating on the company's 8.875% PIK toggle notes due 2019 (issued by parent company Michael Baker Holdings LLC) to 'CCC' from 'B-'. The '6' recovery rating remains unchanged, indicating S&P's expectation for negligible (0%-10%; recovery estimate: 0%) recovery in the event of a payment default. "The downgrade reflects our view of the near-term liquidity and refinancing risk that Michael Baker International faces following the termination of its previously proposed refinancing transaction," said S&P Global credit analyst Christina Mcgovern. That transaction was originally intended to refinance $426 million of the company's outstanding debt due 2018; however, management has decided to postpone its refinancing efforts over the interim period. The company's outstanding debt includes $68 million of borrowings under its revolving credit facility due April 2018, $350 million of senior secured notes due October 2018, and $150 million ($164.8 million current balance) of PIK toggle notes maturing in early 2019. The developing outlook on Michael Baker International reflects that S&P could either raise or lower its rating on the company over the next six months depending on its ability to successfully refinance its upcoming maturities. Alternatively, S&P could affirm its 'B-' corporate credit rating on the company if it is able to address its near-term maturities but other risks remain outstanding, such as the company's ability to refinance its PIK notes due 2019, further delays in the remaining Balad contract definitization, or greater-than-expected volatility in the company's free cash flow. S&P could raise its rating on Michael Baker International over the next six months if the company successfully refinances its upcoming maturities, improving its liquidity position and eliminating the refinancing risk. In addition, S&P would look for management to establish definitive plans to refinance the company's 2019 PIK notes. For an upgrade, S&P would also need to have increased confidence around the timing of the company's future cash flows. "We could lower our rating on Michael Baker International over the next six months if the company faces challenges in refinancing its upcoming maturities in the second half of 2017 or if we believe that its liquidity position has deteriorated to the point that we would need to revise our liquidity assessment to weak. We could also lower our ratings if we come to believe that Michael Baker International is dependent upon favorable business, financial, or economic conditions to meet its financial commitments, or if we view the company's financial obligations as unsustainable over the long term even though the company may not face a credit or payment crisis in the next 12 months," S&P said. MICHAEL J. MALPERE: June 29 Disclosure Statement Hearing -------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on June 29, 2017, at 11:00 a.m. to consider the adequacy of the Disclosure Statement filed by Michael J. Malpere Co. Inc. Written objections to the adequacy of the Disclosure Statement shall be filed no later than 14 days prior to the hearing. About Michael J. Malpere Co. Michael J. Malpere Co., Inc., based in Cranford, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-24283) on July 26, 2016. The Hon. Vincent F. Papalia presides over the case. John F. Bracaglia, Jr., Esq., at Mauro Savo Camerino Grant & Schalk, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $50,000 to $10 million in both assets and liabilities. The petition was signed by Michael Malpere, president. MICHEAL THOMAS: Plan Confirmation Hearing on June 28 ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has conditionally approved Micheal Thomas Insurance Agency, Inc.'s disclosure statement dated May 24, 2017, referring to the Debtor's plan of reorganization dated May 24, 2017. The hearing to consider the final approval of the Disclosure Statement and confirmation of the Plan will be held on June 28, 2017, at 2:00 p.m. Objections to confirmation of the Plan or the Disclosure Statement must be filed by June 26, 2017, which is also the last day for filing written acceptances or rejections of the Plan. Class 4 Claimants (Allowed Unsecured Creditors) are impaired. All Allowed Unsecured Creditor claims will be paid in full in 4 equal monthly installments commencing on the Effective Date. Debtor anticipates using the ongoing business income of the Debtor to fund the Plan. All payments under the Plan will be made through the Disbursing Agent. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-30011-38.pdf About Micheal Thomas Micheal Thomas Insurance Agency, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 17-30011) on Jan. 2, 2017. The Hon. Harlin Dewayne Hale presides over the case. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as the Debtor's bankruptcy counsel. MRN HOMES: Proposes to Pay Unsecured Creditors in Full Over 96 Mos. ------------------------------------------------------------------- Unsecured creditors of MRN Homes of Georgia, LLC, will receive full payment of their claims under the company's proposed Chapter 11 plan. Under the proposed plan, creditors holding Class 4 general unsecured claims, will be paid in full, plus interest, in equal monthly installments. Payments will begin on the 10th day of the first month after the plan takes effect, and amortized over 96 months from the effective date. Class 4 is impaired and general unsecured creditors are entitled to vote on the plan. The source of funds for payments will be the profits from MRN's roofing business. The plan provides that the company will act as the disbursing agent to make payments under the plan unless it appoints another entity to do so. MRN may also pay ordinary and necessary expenses of administration of the plan in due course, according to its disclosure statement filed on May 25 with the U.S. Bankruptcy Court for the Northern District of Georgia. A copy of the disclosure statement is available for free at https://is.gd/73C1GJ About MRN Homes of Georgia MRN Homes of Georgia, LLC is a company owned by James Hewatt that provides residential roofing services, and is primarily paid through residential owners’ insurance policies. A large portion of the Debtor's business is conducted in North Carolina. The Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-50831) on Jan. 17, 2017. The petition was signed by Mr. Hewatt, owner and managing member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case is assigned to Judge Wendy L. Hagenau. The Debtor is represented by Will B. Geer, Esq., at the Law Office of Will B. Geer, LLC. NABUFIT GLOBAL: Accumulated Deficit Casts Going Concern Doubt ------------------------------------------------------------- NABUfit Global, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1.17 million on $656 of revenue for the three months ended March 31, 2017, compared with a net loss of $527,728 on $nil of revenue for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $2.67 million in total assets, $2.08 million in total liabilities, and a stockholders' equity of $590,466. The Company incurred a net loss of $1,166,181 for the three months ended March 31, 2017 and has an accumulated deficit of $5,577,182 at March 31, 2017. The Company also used cash in operating activities of $1,470,228 during the three months ended March 31, 2017. 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/2rzj5N3 NABUfit Global, Inc., formerly CryptoSign, Inc., manufactures and markets the NABUfit virtual training and fitness products and services, an online fitness portal (NABUfit or, the Product) with the option of connecting existing and future monitoring devices to the Product. The Product incorporates interaction and input through Microsoft Kinect and other technologies and the option for personal data collection, coaching and teaching through mentor services. Customers obtain access to the Product through the purchase of monthly or annual memberships and the downloading of the software or mobile device application. NAHID M F: Plan Outline Okayed, Plan Hearing on July 25 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida will consider approval of the Chapter 11 plan of reorganization for Nahid MF International, Inc., at a hearing on July 25. The hearing will be held at 10:30 a.m., at Room 301, U.S. Bankruptcy Court, 299 E. Broward Boulevard, Fort Lauderdale, Florida. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The May 26 order set a July 11 deadline for creditors to file their objections to the proposed plan. Under the plan, each holder of an allowed Class 3 general unsecured claim will receive a quarterly payment of $500 for 20 quarters. Funds to be used to make cash payments under the plan will come from income generated from retail sales of groceries, cigarettes and beer from Farm Store. About Nahid M F International Nahid M F International, Inc., is a drive through Farm Store that sells groceries, convenience items, candy, and beer. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-24969) on Nov. 5, 2016. The petition was signed by Mohammed Faruk, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Judge John K. Olson presides over the case. Dsouza Law Group, P.A. represents the Debtor as bankruptcy counsel. On April 3, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. NASTY GAL: Plan Confirmation Hearing on July 25 ----------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California approved the disclosure statement describing the joint plan of reorganization filed by NG DIP Inc. f/k/a Nasty Gal Inc. and the Official Committee of Unsecured Creditors, dated May 23, 2017. The Plan Proponents are authorized to (i) make non-material changes to the Disclosure Statement and related documents and (ii) revise the Disclosure Statement and related documents to add additional disclosure, as deemed appropriate, prior to distributing it to the holders of claims and interests entitled to vote on the Plan. The Confirmation Hearing shall take place before the Bankruptcy Court on July 25, 2017, at 10:30 a.m. The last day to file any objections to the confirmation of the Plan is June 30, 2017. The Plan Proponents shall file and serve any amended Plan, disclosure statement, or redlined version of the amended Plan or disclosure statement by May 24, 2017. The Debtors, on May 23, amended their Plan and Disclosure Statement to provide for the treatment of Pacific Western Bank's Secured Claim. The PWB Secured Claim is a Disputed Claim. The Allowed Amount of the PWB Secured Claim will be paid in Cash, in full, including any amounts owed under section 506 of the Bankruptcy Code, on the latest of (a) the Effective Date, (b) the date on which the PWB Secured Claim becomes an Allowed PWB Secured Claim, and (c) such other date as mutually may be agreed to by and between such Holder and the Plan Proponents or the Liquidating Trust. Pending a determination of the Allowed Amount of the PWB Secured Claim, the PWB Secured Claim will continue to be secured by the PWB Collateral. Class 2(b) is an Unimpaired Class and the Holder of the PWB Secured Claim is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holder of the PWB Secured Claim is not entitled to vote to accept or reject this Plan. In anticipation that PWB may dispute that Class 2(b) is an Unimpaired Class, the Holder of the PWB Secured Claim will be provided a provisional ballot and permitted to vote to accept or reject the Plan. If the Holder votes to reject the Plan and the Bankruptcy Court determines that Class 2(b) is an Impaired Class, the Plan Proponents will request confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code. A blacklined version of the Disclosure Statement dated May 23, 2017, is available at: http://bankrupt.com/misc/cacb16-24862-660.pdf About Nasty Gal Inc. Founded in 2006 and based in Los Angeles, Nasty Gal Inc. engages in the online sale of clothing, shoes, and accessories for girls. The Company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24862) on Nov. 9, 2016. The petition was signed by Joe Scirocco, president. The case is assigned to Judge Sheri Bluebond. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor engaged Scott F. Gautier, Esq., at Robins Kaplan LLP, as counsel; Peter J. Solomon Company as its exclusive financial and strategic advisor; and Rust Consulting Omni Bankruptcy as claims, noticing and balloting agent. The Office of the U.S. Trustee on Nov. 18, 2016, appointed five creditors of Nasty Gal Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee tapped B. Riley & Co. as financial advisor, and Gary E. Klausner, Esq., and Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, as counsel. The Office of the U.S. Trustee appointed Wesley H. Avery as Consumer Privacy Ombudsman. NATIONAL EVENTS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Affiliated Debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- National Events Holdings, LLC 17-11556 1430 Broadway, 7th Floor New York, NY 10018 National Events Intermediate, LLC 17-11557 1430 Broadway, 7th Floor New York, NY 10018 National Event Company II, LLC 17-11559 National Event Company III, LLC 17-11561 World Events Group, LLC 17-11562 Business Description: Formed in 2006, the Debtors are wholesale distributor of tickets for concert, sporting and theatrical events, as well as various V.I.P. hospitality packages that deliver exclusive access to big name events, including hotels, celebrity meet and greets and exclusive parties. NEH, the parent company of the Debtors, is privately-owned and has no publicly-traded securities. The equity interests in NEH are held as follows: Falcon Strategic Partners IV, LP, 24%; National Events of America, Inc. 75%, and New World Events Group, Inc. 1%. On May 31, 2017, Jason Nissen, the former chief executive officer of the Debtor, was arrested and charged by the Federal Bureau of Investigation with allegedly defrauding victims of at least $70 million through what the FBI characterized as a Ponzi scheme. As of June 2, 2017, the Debtors have reduced their full-time staff to six persons, most of whom are primarily or exclusively involved in the financial side of the business. In May 2017 the Debtor closed its Hollywood, California office and it has deactivated its website. The Debtor anticipates that it will file a liquidating plan of reorganization that will pay creditors in accordance with their statutory priorities. Chapter 11 Petition Date: June 5, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtors' Counsel: Hanh V. Huynh, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212) 592-1482 Fax: (212) 592-1500 E-mail: hhuynh@herrick.com - and - Stephen B. Selbst, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212) 592-1405 Fax: (212) 545-2313 E-mail: sselbst@herrick.com Estimated Estimated Assets Liabilities ---------- ----------- National Events Holdings, LLC $1M-$10M $10M-$50M National Events Intermediate, LLC $1M-$10M $10M-$50M The petitions were signed by John DeMartino, CFO. The Debtors failed to include a list of their 20 largest unsecured creditors at the time of the filing. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/nysb17-11556.pdf http://bankrupt.com/misc/nysb17-11557.pdf NAVISTAR INTERNATIONAL: Will Release 2017 Q2 Results June 7 ----------------------------------------------------------- Navistar International Corporation disclosed that it will report its fiscal 2017 second quarter financial results on Wednesday, June 7, 2017. The Company will host a conference call and present via a live webcast its fiscal 2017 second quarter financial results on Wednesday, June 7, at approximately 9:00 a.m. Eastern (8:00 a.m. Central). Speakers on the webcast will include Troy Clarke, chairman, president and chief executive officer and Walter Borst, executive vice president and chief financial officer, among other company leaders. Those who wish to participate in the conference call may do so by dialing: (877) 303-3199. Additionally, the webcast can be accessed through the investor relations page of the Company's website at http://www.navistar.com/navistar/investors/webcasts.Investors are advised to log on to the website at least 15 minutes prior to the start of the webcast to allow sufficient time for downloading any necessary software. The webcast will be available for replay at the same address approximately three hours following its conclusion and will remain available for a limited time. 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 a '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. NNN 400 CAPITOL: Eight Affiliates' Chapter 11 Case Summary ---------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions on June 5, 2017: Debtor Case No. ------ -------- NNN 400 Capitol Center, LLC 17-11250 2711 Centerville Road, Suite 400 Wilmington, DE 19808 NNN 400 Capitol Center 1, LLC 17-11251 2711 Centerville Road, Suite 400 Wilmington, DE 19808 NNN 400 Capitol Center 7, LLC 17-11253 2711 Centerville Road, Suite 400 Wilmington, DE 19808 NNN 400 Capitol Center 8, LLC 17-11254 NNN 400 CAPITOL CENTER 25, LLC 17-11258 NNN 400 Capitol Center 30, LLC 17-11255 NNN 400 Capitol Center 35, LLC 17-11256 NNN 400 Capitol Center 36, LLC 17-11257 Pending cases filed by affiliates on Dec. 9, 2016: Debtor Case No. ------ -------- NNN 400 Capitol Center 16, LLC 16-12728 2711 Centerville Road, Suite 400 Wilmington, DE 19808 NNN 400 Capitol Center 10, LLC 16-12730 2711 Centerville Road, Suite 400 Wilmington, DE 19808 NNN 400 Capitol Center 11, LLC 16-12731 2711 Centerville Road, Suite 400 Wilmington, DE 19808 NNN 400 Capitol Center 12, LLC 16-12732 NNN 400 Capitol Center 13, LLC 16-12733 NNN 400 Capitol Center 14, LLC 16-12735 NNN 400 Capitol Center 15, LLC 16-12736 NNN 400 Capitol Center 17, LLC 16-12737 NNN 400 Capitol Center 18, LLC 16-12738 NNN 400 Capitol Center 19, LLC 16-12739 NNN 400 Capitol Center 2, LLC 16-12741 NNN 400 Capitol Center 20, LLC 16-12742 NNN 400 Capitol Center 21, LLC 16-12743 NNN 400 Capitol Center 22, LLC 16-12744 NNN 400 Capitol Center 24, LLC 16-12746 NNN 400 Capitol Center 26, LLC 16-12747 NNN 400 Capitol Center 27, LLC 16-12748 NNN 400 Capitol Center 28, LLC 16-12749 NNN 400 Capitol Center 3, LLC 16-12750 NNN 400 Capitol Center 32, LLC 16-12751 NNN 400 Capitol Center 4, LLC 16-12752 NNN 400 Capitol Center 5, LLC 16-12753 NNN 400 Capitol Center 6, LLC 16-12754 NNN 400 Capitol Center 9, LLC 16-12755 Type of Business: Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtors' Counsel: Thomas Joseph Francella, Jr., Esq. WHITEFORD, TAYLOR & PRESTON, LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, DE 19801 Tel: 302-357-3252 Fax: 302-357-3272 Email: tfrancella@wtplaw.com Debtors' Special Corporate & Litigation Counsel: RUBIN AND RUBIN, P.A. Estimated Estimated Assets Liabilities --------- ----------- NNN 400 Capitol Center, LLC $10M-$50M $10M-$50M NNN 400 Capitol Center 1, LLC $10M-$50M $10M-$50M NNN 400 Capitol Center 7, LLC $10M-$50M $10M-$50M The petitions were signed by Heidi Duncan, LLC, manager. NNN 400 Capitol Center, LLC's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Moses Tucker Real Estate, Inc. $145,000 Colliers International Valuation $145,000 & Advisory Services, LLC Entergy $60,286 JK Janitorial Services $54,447 First Guardian Group, Inc. $24,524 Whelan Security Co. Inc. $19,575 OTIS Elevator Company $14,640 Dental & Medical Counsel $7,500 Qauttlebaum Grooms Tull & Burrow $3,012 Arkansas Filter Inc. $997 All Electric Supply Inc. $852 AT&T Services, Inc. $771 Arkansas Pro Wash, Inc. $659 R&S Landscaping $565 Staples Advantage $508 Plantation Services Inc. $493 Cintas Corp. $427 Affordable Rooter Service, LLC $350 Powers Mechanical Service Co. $346 Terminix Processing Center $313 NNN 400 Capitol Center 1, LLC's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Moses Tucker Real $145,000 Estate, Inc. Colliers $145,000 International Valuation & Advisory Services, LLC Entergy $60,286 JK Janitorial Services $54,447 First Guardian Group, Inc. $24,524 Whelan Security Co. Inc. $19,575 OTIS Elevator Company $14,640 Dental & Medical Counsel $7,500 Qauttlebaum $3,012 Grooms Tull & Burrow Arkansas Filter Inc. $997 All Electric Supply Inc. $852 AT&T Services, Inc. $771 Arkansas Pro Wash, Inc. $659 R&S Landscaping $565 Staples Advantage $508 Plantation Services Inc. $493 Cintas Corp. $427 Affordable Rooter $350 Service, LLC Powers Mechanical $346 Service Co. Terminix Processing Center $313 NNN 400 Capitol Center 7's List of Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Moses Tucker Real Estate, Inc. $145,000 Colliers $145,000 International Valuation & Advisory Services, LLC Entergy $60,286 JK Janitorial Services $54,447 First Guardian Group, Inc. $24,524 Whelan Security Co. Inc. $19,575 OTIS Elevator Company $14,640 Dental & Medical Counsel $7,500 Qauttlebaum $3,012 Grooms Tull & Burrow Arkansas Filter Inc. $997 All Electric Supply Inc. $852 AT&T Services, Inc. $771 Arkansas Pro Wash, Inc. $659 R&S Landscaping $565 Staples Advantage $508 Plantation Services Inc. $493 Cintas Corp. $427 Affordable Rooter Service, LLC $350 Powers Mechanical Service Co. $346 Terminix Processing Center $313 NYDJ APPAREL: S&P Affirms Then Withdraws 'CCC+' CCR --------------------------------------------------- S&P Global Ratings affirmed all ratings, including its 'CCC+' corporate credit rating, on Vernon, Calif.-based NYDJ Apparel LLC. The outlook is negative. S&P subsequently withdrew all the ratings at the company's request. OAKRIDGE HOLDINGS: Obtains Final OK of $325,000 Krukeberg Loan -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota approved the DIP Loan Agreement by and among debtors Oakridge Holdings, Inc., and Stinar HG Inc. and lender Krukeberg Industries, LLC, by a final order dated May 26, 2017. As of June 2, 2017, the Company has requested draws totaling $150,000 under the DIP Loan Agreement. In connection with the Chapter 11 cases, the Debtors filed motions seeking Bankruptcy Court approval of debtor-in-possession financing on the terms set forth in that certain Debtor-In-Possession Loan Agreement, dated as of May 22, 2017, by and among the Debtors and Krukeberg Industries, LLC, as Lender. Pursuant to the terms of the DIP Loan Agreement, the Lender has agreed to loan Stinar an aggregate principal amount of not more than $325,000. Not more than $100,000 of the aggregate amount may be borrowed under the DIP Loan Agreement during the period from the Petition Date to May 31, 2017. Advances under the DIP Loan Agreement will become available upon the satisfaction of customary conditions precedent thereto, including the entry of an order of the Bankruptcy Court approving the DIP Loan Agreement. Under the DIP Loan Agreement, Stinar is entitled to borrow and prepay advances. Amounts advanced and repaid, however, may not be re-borrowed under the DIP Loan Agreement. The Debtors anticipate using the proceeds of the DIP Loan Agreement primarily for (i) for purposes permitted by orders of the Bankruptcy Court, including ongoing debtor-in-possession working capital purposes, (ii) the payment of fees, costs and expenses, and (iii) other general corporate purposes, in each case, only to the extent permitted under applicable law, the DIP Loan Agreement, the orders of the Bankruptcy Court, and in accordance with the approved budget, and further subject to certain exceptions as set forth in the DIP Loan Agreement. The DIP Loan Agreement provides for the Company’s use of certain DIP Loan Agreement proceeds in accordance with the budget and other terms and conditions. The maturity date of the DIP Loan Agreement is the earliest of (a) July 6, 2017 (45 calendar days after the Petition Date), if the Bankruptcy Court has not entered a final borrowing order on or before that date; (b) Sept. 19, 2017 (120 calendar days after the Petition Date); (c) the date on which a plan of reorganization for Debtors, in a form and substance satisfactory to the DIP Lender, in its sole and absolute discretion, becomes effective; and (d) the occurrence and continuation of certain other customary events of default, including the failure of certain customary milestone events identified in the DIP Loan Agreement. Subject to certain exceptions, advances under the DIP Loan Agreement will be secured by a first priority perfected security interest in substantially all of the assets of the Debtors. The security interests and liens are subject only to certain carve outs and permitted liens, as set forth in the DIP Loan Agreement. Advances under the DIP Loan Agreement are subject to certain covenants, including, without limitation, covenants related to the incurrence of additional debt, liens, the Company's failure to comply with the approved budget and certain bankruptcy related covenants, in each case as set forth in the DIP Loan Agreement. The Company cautions its security holders that trading in the Company's securities during the pendency of the Chapter 11 cases will be highly speculative and will pose additional, substantial risks in addition to the various risks that the Company has previously disclosed in its registration statements filed under the Securities Act of 1933, as amended, and periodic reports and schedules filed under the Exchange Act. Trading prices for the Company's securities may not bear any substantive relationship to any recovery that the Company's security holders may obtain in the Chapter 11 cases. In that context, the Company cannot provide any assurance in respect of the scope or amount, nature, or timing of any recovery for any such holders. Accordingly, the Company urges extreme caution with respect to existing and future investments in our securities. A plan of reorganization, sale of assets or liquidation may result in the holders of the Company's securities receiving little or no distribution in respect of their interests and cancellation of their existing securities. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan of reorganization could be confirmed notwithstanding its rejection by its security holders and notwithstanding the fact that such security holders do not receive or retain any property on account of their security interests under that plan. About Oakrdige & 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. OAKS OF PRAIRIE: May Use Illinois State Bank's Cash Through June 30 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has authorized The Oaks of Prairie Point Condominium Association to use cash collateral of Illinois State Bank on an interim basis, during the period June 1, 2017, through June 30, 2017. A status hearing on the cash collateral use is scheduled for June 14, 2017, at 10:30 a.m. The Debtor will pay Lender the sum of $10,728.8l byJune 15, 2017. The payments will be made from the Debtor's reserve account at the Lender, to be credited to the Debtor's loan. During the duration of this cash collateral order, the Debtor will not make any disbursements from or deposits to the Debtor-in-Possession account currently located at Rockford Bank and Trust ending in account No. 6455 without the consent of Lender or further court order. Additionally, once each week during the duration of this cash collateral court order, the Debtor will provide evidence that no disbursements from or deposits to the Rockford Bank & Trust account have been made. In return for the Debtor's continued interim use of cash collateral, the Lender is granted adequate protection for its purported secured interests: a. the Lender will be granted a valid and perfected, enforceable security interest in and to the Debtor's post- petition accounts, assessments and other receivables which are now or hereafter become property of the estate to the extent and priority of its alleged pro-petition liens, if valid, but only to the extent of any diminution in the value of assets during the period from the commencement of this case through June 30, 2017; b. the Debtor will execute any documents that may be reasonably required by the Lender to evidence the post- petition interests granted; c. the Debtor will permit the Lender to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records; d. the Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; e. the Debtor will, upon reasonable request, make available to the Lender evidence of that which constitutes its collateral or proceeds; and f. the Debtor will properly maintain the Property in good repair and properly manage the Property. A copy of the court order is available at: http://bankrupt.com/misc/ilnb16-80238-143.pdf About The Oaks of Prairie Point Condominium Association The Oaks of Prairie Point Condominium Association is an Illinois corporation that owns and operates condominium buildings located in Lake in the Hills, Illinois, known as "The Oaks of Prairie Point Condominium". The Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-80238) on Feb. 3, 2016, estimating assets and liabilities at $1 million to $10 million. Donna Smith, property manager, signed the petition. The case is assigned to Judge Thomas M. Lynch. The Debtor is represented by Thomas W. Goedert, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago, Illinois. OCONEE REGIONAL: Wants to Pay Medical Providers' Prepetition Claims ------------------------------------------------------------------- Oconee Regional Health Systems, Inc., and its affiliates seek authorization from the U.S. Bankruptcy Court for the Middle District of Georgia to pay certain prepetition claims of independent medical providers. On May 10, 2017, the Debtors filed their motion to authorize payment of pre-petition wages, payroll taxes, certain employee benefits and related expenses to employees for authority to pay their employee obligations that had accrued prepetition and were unpaid as of the Petition Date (but only to the extent of the applicable statutory cap for each employee under Sections 507(a)(4) or 507(a)(5) of the U.S. Bankruptcy Code, and to the extent included in any budget approved by the Court as part of the Debtors' motion to use cash collateral and incur postpetition financing). On May 17, 2017, the Court entered the order granting Debtors' motion to authorize payment of Prepetition Wages, Payroll Taxes, Certain Employee Benefits and Related Expenses to Employees. Since entry of the Wage Court Order the Debtors have determined that certain doctors who provide on-call Emergency Department coverage and related services at ORMC are not necessarily included within the group of parties described by the Wage Motion and the Wage Court Order. While the argument could be made, the interests of candor and the need for all parties (and the Court) to closely police any payment of prepetition claims, both require this Motion to be filed. Approximately $80,000 is owed to various doctors which provided "on call" or "as needed" prepetition services to the Debtors. All of these amounts were incurred in April 2017 and the first several days of May 2017, in the ordinary course of business. The Debtors have paid for their postpetition services, but various of these parties have requested that they be paid for prepetition services as well. The Debtors say they need the services of these physicians. When a patient arrives in the emergency room, the Debtor ORMC must immediately know if it can provide critical care, or if it cannot. In the ordinary course of business, the Debtors have historically arranged for these services to be provided by doctors, surgeons, and other medical personnel in and around Milledgeville, Georgia. If the Debtors cannot know, with certainty, that they can provide such services immediately, then rules of ethics (and basic human decency) require the Debtors to transfer the patient to another competitor hospital. The Debtors have no practical way to compel local doctors to provide postpetition services to them. Although the parties subject to this Motion have contracts in place to provide "on call" services from time to time, Doctors always retain the discretion to refuse to respond to a call, like if they are busy, not well rested, or otherwise occupied. All of these doctors have continued to respond postpetition in good faith to each and every after hours or emergency call, but the Debtors are concerned that this will not take place in the future, absent the relief sought in this Motion. The Debtors state that aside from the priority nature of these claims, it would be economically disastrous to the Debtors if they cannot maintain the use of these independent physicians postpetition. Without these physicians, many patients seeking emergency medical treatment would have to be diverted to other facilities, causing a tremendous financial loss to ORMC. A single emergency room visit by one patient postpetition could cover the entire costs of this Motion. The Debtors assure the Court that granting the relief sought in this Motion will not affect the Debtors' budget (with which the Debtors must comply under their postpetition financing arrangements). Specifically, all of the amounts sought to be paid by this Motion are already in the budget. The Debtors' proposed court order provides that if any party accepts payment under the court order, and then refuses, without adequate justification, to provide postpetition services to the Debtors, then the Debtors may seek to avoid and have returned to them any payments made to the party, under Section 549 of the Bankruptcy Code or otherwise. The Debtors say that their estates will obtain the benefit of their bargain for the payment of any prepetition amounts. A copy of the Motion is available at: http://bankrupt.com/misc/gamb17-51005-143.pdf About Oconee Regional Medical Center Oconee Regional Medical Center (ORMC) is located in Milledgeville near the geographic center of Georgia, providing advanced healthcare technologies to the 90,000 residents living in the seven surrounding counties. Oconee Regional Health Systems, Inc., owner of the Oconee Regional Medical Center, and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ga.) on May 10, 2017. The six affiliates are Oconee Regional Medical Center, Inc. (Case No. 17-51006), Oconee Regional Health Services, Inc. (Case No. 17-51007), Oconee Regional Emergency Medical Services, Inc. (Case No. 17-51008), Oconee Regional Health Ventures, Inc., dba Oconee (Case No. 17-51009), Oconee Internal Medicine, LLC (Case No. 17-51010), and Oconee Orthopedics, LLC (Case No. 17-51011). Two more affiliates sought bankruptcy protection on May 11, 2017. These affiliates are ORHV Sandersville Family Practice, LLC (Case No. 17-51012), and Oconee Regional Senior Living, Inc. (Case No. 17-51013). The petitions were signed by Steven M. Johnson, interim chief executive officer. The Debtors are represented by Mark I. Duedall, Esq., and Leah Fiorenza McNeill, Esq., in Atlanta, Georgia. The Debtors' special counsel is James-Bates-Brannan-Groover-LLP, while the Debtors' Investment Banker is Houlihan Lokey. Grant Thornton is the Debtors' financial advisor. OLIVE BRANCH: Cash Collateral Access Extended to July 31 -------------------------------------------------------- The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire has granted Olive Branch Real Estate Development LLC permission to continue using cash collateral through July 31, 2017. A hearing to consider the Debtor's further use of cash collateral will be held on July 26, 2017, at 1:30 p.m. Objections to the cash collateral use must be filed by July 19, 2017. The Debtor grants, and will be deemed to have granted Secured Co-Lenders, Louis A. Porrazzo and James Bascom a security interest in all of the Debtor's post-petition assets of the same kinds, nature and type as the cash collateral related to 832 Route 3, Holderness, New Hampshire in which it held valid and enforceable, perfected security interests prior to the Petition Date, as well as the proceeds thereof. As adequate protection pursuant to Section 361 and Section 363 of the Bankruptcy Code for the Debtor's use, consumption, sale, collection, or other disposition of any of the PrePetition Collateral, the Lender is granted replacement lien(s), nunc pro tunc, in and to all post-petition property of the estate of the same type against which the Lender held validly perfected and not avoidable liens and security interests as of the Petition Date. An immediate and ongoing need exists for the Debtor to utilize cash collateral to continue the operation of the business of the Debtor, to minimize the disruption of the Debtor as a "going concern", and to reassure the Debtor's creditors of the Debtor's continued viability. The Debtor has requested the use of cash necessary to operate the Debtor's business. The Debtor will suffer irreparable harm if not permitted to use cash collateral. The Debtor will pay Messrs. Porrazzo and Bascom its monthly mortgage payment of $1,450 payments in each month commencing Nov. 1, 2016. These payments will be the normal mortgage payments and loan payments going forward. A copy of the court order is available at: http://bankrupt.com/misc/nhb16-11444-130.pdf About Olive Branch Real Estate Development Olive Branch Real Estate Development, LLC, is a real estate development company with a principal address of 832 Route 3, Unit #1, Holderness, New Hampshire. It is owned and operated by Gerard M. Healey. The business has been in operation since 2011. The Debtor filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-11444) on Oct. 13, 2016. The petition was signed by Gerard M. Healey, managing member. At the time of filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor is represented by S. William Dahar II, Esq., at Victor W. Dahar, P.A. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. OMNI SPECIALIZED: Seeks Approval on $2-Mil Financing, Cash Use -------------------------------------------------------------- Omni Specialized, LLC, seeks interim authorization from the U.S. Bankruptcy Court for the Central District of Illinois to use cash collateral and to obtain a form of postpetition financing up to the aggregate amount of $2,000,000 from Transportation Alliance Bank Inc., d/b/a TAB Bank, through the sale of accounts receivable pursuant to a prepetition factoring agreement. Furthermore, the Debtor seeks for the Court's permission to allow the use of cash collateral and to obtain postpetition financing on a final basis through Aug. 27, 2017. Contemporaneously with the Cash Collateral Motion, the Debtor has also filed a Motion seeking authority to pay prepetition wages. The next payroll obligation is approximately $140,000, and was due on June 1, 2017. The Debtor intends to use all cash and other amounts on deposit or maintained in any account of the Debtor and all amounts generated by the collection of accounts receivable or other disposition of assets which constitute prepetition collateral of TAB Bank. TAB Bank, which has previously provided factor financing for the Debtor's operations pursuant to an Accounts Receivable Purchase and Security Agreement by which TAB Bank agreed to advance up to $3,000,000 or up to 90% of accounts receivable, whichever is less. Under the Receivables Agreement, the Debtor granted to TAB Bank a first priority perfected security interest in the collateral. As of the Petition Date, the Debtor was indebted to TAB Bank in the approximate amount of $1,400,000, secured by collateral valued, on a book value basis, in excess of this indebtedness. Under the Prepetition Factoring Agreements virtually all of Debtor's Accounts have been sold to TAB Bank, and cash received is applied on a daily basis against outstanding obligations under the Prepetition Agreements. Therefore, Debtor’s ability to continue to operate its business depends upon this Factoring Arrangement, and without the Debtor's relationship with TAB Bank, the Debtor's estate will suffer immediate and irreparable harm since it would not have the ability to pay its obligations as they became due. The Debtor does not have sufficient unencumbered assets to operate its business on a post-petition basis and absent the Prepetition Factoring Agreements the Debtor would not have access to sufficient liquidity. In order for the Debtor to conduct its business affairs as a Debtor in Possession and maintain its current business operations, it is necessary for the Debtor to assume, ratify, reaffirm and adopt its prepetition factoring arrangement with TAB Bank, pursuant to the terms and conditions of (a) the prepetition factoring and security agreements and (b) the Debtor in Possession Accounts Receivable Purchase and Security Agreement in order to fund operations under the Debtor's 13 Week Cash Flow Budget. Under the Factoring Arrangement, TAB Bank has agreed to continue to purchase the Accounts of Debtor, and make loans, advances and/or other financial accommodations to the Debtor up to $2,000,000 for the aggregate of the pre-petition and post-petition advances. The Debtor and TAB Bank believe that this arrangement will permit the Debtor sufficient liquidity to operate its business, pay its employees, and pay other ordinary and necessary expenses during the reorganization. Under the Factoring Arrangement, all Obligations, whether arising prior or subsequent to the Petition Date will have priority in payment over any other obligations of the Debtor, and over any and all administrative expenses or charges against property arising in the Debtor's bankruptcy case. Likewise, as security for the Post-Petition Claim, the Debtor grants to TAB Bank a first priority lien in all of the Debtor's owned or thereafter acquired property and assets, whether such property and assets were acquired by Debtor before or after the Petition Date. A full-text copy of the Debtor's Motion, dated June 2, 2017, is available at https://is.gd/uIfoJT About Omni Specialized 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. Omni Specialized filed a Chapter 11 bankruptcy petition (Bankr. C.D. Ill. Case No. 17-80801) on May 29, 2017. Thomas Witt, manager, signed the petition. At the time of filing, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. The case is assigned to Judge Thomas L. Perkins. The Debtor is represented by Gregory Otsuka, Esq. at Hellmuth & Johnson, PLLC. ONCBIOMUNE PHARMA: Recurring Losses Raise Going Concern Doubt ------------------------------------------------------------- OncBioMune Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2.78 million on $14,391 of revenues for the three months ended March 31, 2017, compared with a net loss of $444,340 on $nil of revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $5.17 million in total assets, $3.29 million in total liabilities, all current, and a stockholders' equity of $1.87 million. The Company had a net loss of $2,782,648 and $444,340 for the three months ended March 31, 2017 and 2016, respectively. The net cash used in operations were $670,842 and $357,657 for the three months ended March 31, 2017 and 2016, respectively. Additionally, the Company had an accumulated deficit of $5,925,499 and $3,142,851 at March 31, 2017 and at December 31, 2016, respectively, had a working capital deficit of $2,835,093 at March 31, 2017, and had minimal revenues since inception. Management believes that these matters 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/2s6p26U OncBioMune Pharmaceuticals, Inc., clinical-stage biopharmaceutical company engaged in the development of novel cancer immunotherapy products, with a proprietary vaccine technology that is designed to stimulate the immune system to attack its own cancer while not hurting the patient. The Company's lead product, ProscaVax is indicated for prostate cancer. It focuses on planning Phase II clinical trials of ProscaVax. The Company is also focused on development of its other technologies, such as the paclitaxel-albumin conjugate. PACIFIC DRILLING: 11 Directors Re-Appointed to Board ---------------------------------------------------- Pacific Drilling S.A. held an extraordinary general meeting on on May 23, 2017, at which the stockholders: 1. approved the stand alone audited and unconsolidated annual accounts of the Company for the financial period from 1 January 2016 to 31 December 2016 prepared in accordance with Luxembourg Generally Accepted Accounting Principles and the laws and regulations of the Grand-Duchy of Luxembourg; 2. approved the consolidated financial statements of the Company for the financial period from 1 January 2016 to 31 December 2016 prepared in accordance with United States Generally Accepted Accounting Principles; 3. adopted the allocation of the net result shown in the Annual Accounts for the financial period from 1 January 2016 to 31 December 2016; 4. approved the discharge to the directors of the Company in relation to the financial period from 1 January 2016 to 31 December 2016; 5. re-appointed Jeremy Asher, Christian J. Beckett, Antoine Bonnier, Laurence N. Charney, Cyril Ducau, N. Scott Fine, Sami Iskander, Ron Moskovitz, Matthew Samuels, Robert A. Schwed, and Paul Wolff as directors for a term ending at the annual general meeting of the Company to be held in 2018; 6. approved the compensation of the members of the Board; and 7. re-appointed KPMG Luxembourg, Reviseur d'entreprises agree, as independent auditor of the Company until the annual general meeting of the shareholders of the Company to be held in 2018. About Pacific Drilling Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. Pacific Drilling reported a net loss of $37.15 million on $769.5 million of revenues for the year ended Dec. 31, 2016, as compared with net income of $126.2 million on $1.08 billion of revenues for the year ended Dec. 31, 2015. The Company's independent auditors KPMG LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG noted that the Company expects to be in violation of certain of its financial covenants in the next 12 months. * * * In October 2016, Moody's Investors Service downgraded Pacific Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'. "PacDrilling's ratings downgrade reflects our extremely negative view of the offshore drilling sector with no near term signs of improvement. Depressed prices for the offshore drillships offers weak asset coverage for PacDrilling's overall debt. With no material signs of improving contract coverage or utilization for PacDrilling's drillships, cashflow through 2017 will be severely impacted resulting in an unsustainable capital structure," said Sreedhar Kona, Moody's senior analyst. In February 2017, S&P Global Ratings affirmed its ratings on Pacific Drilling S.A., including its 'CCC-' corporate credit rating. S&P subsequently withdrew all ratings on the company. PACIFIC DRILLING: Cyril Ducau Replaced Ron Moskovitz as Chairman ---------------------------------------------------------------- The Board of Directors of Pacific Drilling S.A. accepted the resignation of Mr. Ron Moskovitz as chairman and a member of the Board effective June 2, 2017. The Board has appointed Mr. Cyril Ducau to serve as chairman of the Board and Mr. N. Scott Fine to serve in the newly created position of vice vhairman of the Board. The Board has determined not to fill the vacancy left by Mr. Moskovitz's departure at this time. The Company's Management and Board appreciate Mr. Moskovitz's service and wish him well in his next endeavors. About Pacific Drilling Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. Pacific Drilling reported a net loss of $37.15 million on $769.5 million of revenues for the year ended Dec. 31, 2016, as compared with net income of $126.2 million on $1.08 billion of revenues for the year ended Dec. 31, 2015. The Company's independent auditors KPMG LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG noted that the Company expects to be in violation of certain of its financial covenants in the next 12 months. * * * In October 2016, Moody's Investors Service downgraded Pacific Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'. "PacDrilling's ratings downgrade reflects our extremely negative view of the offshore drilling sector with no near term signs of improvement. Depressed prices for the offshore drillships offers weak asset coverage for PacDrilling's overall debt. With no material signs of improving contract coverage or utilization for PacDrilling's drillships, cashflow through 2017 will be severely impacted resulting in an unsustainable capital structure," said Sreedhar Kona, Moody's senior analyst. In February 2017, S&P Global Ratings affirmed its ratings on Pacific Drilling S.A., including its 'CCC-' corporate credit rating. S&P subsequently withdrew all ratings on the company. PARAGON OFFSHORE: Wants Plan Exclusivity Extended Thru Aug. 4 ------------------------------------------------------------- Paragon Offshore plc, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend for 60 days their exclusive periods to file a bankruptcy plan and solicit acceptances for that plan through and including August 4, 2017 and October 3, 2017, respectively. If an objection is timely filed and served by June 19, and such objection is not timely resolved, a hearing to consider such objection and the Debtors' request for exclusivity extension will be held on June 28, 2017 at 1:00 p.m. The Debtors have requested previous extensions of the Exclusive Periods, and from time to time, the Court has granted extensions of the Debtors' Exclusive Periods, most recently through and including June 5, 2017 and August 4, 2017. Since the time the Court granted their last exclusivity extension on April 28, 2017, the Debtors have successfully participated in plan mediation with their three major creditor constituents -- the ad hoc committee of lenders under Paragon's Senior Secured Term Loan Agreement maturing July 2021, the steering committee of lenders under Paragon's Senior Secured Revolving Credit Agreement maturing July 2019, and the Unsecured Creditors Committee. After announcing that they have reached a global settlement of contested issues with their three major creditor constituents, the Debtors filed their Fifth Joint Chapter 11 Plan and the Disclosure Statement for Fifth Joint Chapter 11 Plan on May 2, 2017. Consistent with what is contemplated under the Fifth Plan, on May 17, the board of directors of Paragon Offshore plc filed an administration application with the High Court of Justice, Chancery Division, Companies Court of England and Wales. On May 23, the English Court entered an order appointing Neville Barry Kahn and David Philip Soden, as joint administrators of Paragon Offshore plc. With the hearing on confirmation of the Fifth Plan scheduled to begin on June 7, the Debtors and their advisors are diligently working with the Consenting Creditors and their advisors to ensure that the Fifth Plan will be confirmed and, when confirmed, can be effectuated as quickly as possible. Accordingly, the Debtors request for exclusivity extensions which will enable them to move forward with the confirmation hearing. About Paragon Offshore Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. PJT Partners serves as its financial advisor. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. Freshfields Bruckhaus Deringer LLP serves as legal counsel to the Term Loan Agent and FTI Consulting, Inc. serves as its financial advisor. * * * On April 19, 2016, the Bankruptcy Court approved the Company's disclosure statement and certain amendments to the Original Plan. Effective August 5, the Company entered into an amendment to the plan support agreement with the lenders under its Revolving Credit Agreement and lenders holding approximately 69% in principal amount of its Senior Notes. The PSA Amendment supported certain revisions to the Original Plan. On August 15, 2016, the Debtors filed the amended Original Plan and a supplemental disclosure statement with the Bankruptcy Court. By oral ruling on October 28, 2016, and by written order dated November 15, the Bankruptcy Court denied confirmation of the Debtors' amended Original Plan. Consequently, on November 29, the Noteholder Group terminated the PSA effective as of December 2, 2016. On January 18, 2017, the Company announced that it reached agreement in principle with a steering committee of lenders under the Revolving Credit Agreement and an ad hoc committee of lenders under its Term Loan Agreement to support a new chapter 11 plan of reorganization for the Debtors. On February 7, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the (i) elimination of approximately $2.4 billion of the Company's existing debt in exchange for a combination of cash, debt and new equity to be issued under the New Plan; (ii) allocation to the Revolver Lenders and lenders under its Term Loan Agreement of new senior first lien debt in the original aggregate principal amount of $85 million maturing in 2022; (iii) projected distribution to the Secured Lenders of approximately $418 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 58% of the new equity of the reorganized company; (iv) projected distribution to holders of the Company's Senior Notes of approximately $47 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 42% of the new equity of the reorganized company; and (v) commencement of an administration of the Company in the United Kingdom to, among other things, implement a sale of all or substantially all of the assets of the Company to a new holding company to be formed, which administration may be effected on or prior to effectiveness of the New Plan. On April 21, 2017, following further discussions with the Secured Lenders, the Company filed an amendment to the New Plan and a related disclosure statement with the Bankruptcy Court. This amendment makes certain modifications to the New Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement; (ii) provide for a combined class of general unsecured creditors, including the Company's 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024; and (iii) provide for the post-emergence wind-down of certain of the Debtors' dormant subsidiaries and discontinued businesses. On May 2, 2017, as a result of a successful court-ordered mediation process with representatives of the Secured Lenders and the Bondholders, the Company filed additional amendments to the New Plan and a related disclosure statement with the Bankruptcy Court. The Consensual Plan resolves the objections previously raised by the Bondholders to the New Plan. Under the Consensual Plan, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. Certain other elements of the New Plan remain unchanged in the Consensual Plan, including that: (i) the Secured Lenders shall be allocated new senior secured first lien debt in the original aggregate principal amount of $85 million maturing in 2022, (ii) the Company shall commence an administration proceeding in the United Kingdom, and (iii) the Company's current shareholders are not expected to have any recovery under the Consensual Plan. Both the U.S. Trustee and the Bankruptcy Court have declined to appoint an equity committee in the Bankruptcy cases. The Consensual Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court. PEN INC: Carl Zeiss Ceases to Own Class A Common Stock ------------------------------------------------------ Carl Zeiss, Inc., disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of May 23, 2017, it no longer owns shares of Class A common stock, par value $0.0001, of PEN Inc. CZI, a corporation organized under the laws of the State of New York, is a holding company. CZI's assets consist primarily of the equity interests in its wholly-owned operating subsidiaries, Carl Zeiss Sports Optics, LLC, Carl Zeiss Microscopy, LLC, Carl Zeiss Industrial Metrology, LLC, Carl Zeiss SBE, LLC, Carl Zeiss X-ray Microscopy, LLC, and Carl Zeiss Canada, Ltd., and property, plant and equipment. CZI is primarily engaged in the business of providing shared corporate services for its operating subsidiaries. On May 23, 2017, CZI entered into a Stock Purchase and Sale Agreement with the Rickert Family, Limited Partnership and Ronald J. Berman pursuant to which the Buyers purchased from the CZI a total of 263,462 shares of Class A Stock of the PEN Inc. for a total purchase price of $100,000 or approximately $0.38 per share. A full-text copy of the regulatory filing is available at: https://is.gd/zPELhz About PEN Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. The Company's principal operating segments coincide with its different business activities and types of products sold. This is consistent with the Company's internal reporting structure. PEN Inc. reported a net loss of $556,001 on $8.11 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.86 million on $9.68 million of total revenues for the year ended Dec. 31, 2015. As of March 31, 2017, PEN Inc. had $3.11 million in total assets, $3.54 million in total liabilities, and a total stockholders' deficit of $432,374. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss in 2016 of $556,001, and has an accumulated deficit, stockholders' deficit and working capital deficit of $5,900,167, $578,096 and $1,072,691, respectively, at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. PERFORMANCE DESIGN: June 20 Hearing to Appoint Permanent Receiver ----------------------------------------------------------------- An Order Appointing Temporary Receiver was entered on May 19, 2017, by the Providence County Superior Court in the case, STATE OF RHODE ISLAND SUPERIOR COURT PROVIDENCE, SC PETER STONE, Petitioner VS. PERFORMANCE DESIGN SYSTEMS INC., Respondent CA. No. PC-2017-2223. The Court appointed Scott Pollard as Temporary Receiver and specified that the Temporary Receiver was to give his/her Surety Bond in the amount of $10,000.00, with respect to his/her faithful performance of the duties conferred upon him/her by the Order. The Order provides that: -- the commencement, prosecution or continuance of the prosecution of any actions, suit, arbitration proceeding, hearing or any foreclosure, reclamation or repossession proceeding, whether judicial or non-judicial, or any other proceeding, in law or in equity, under any statute or otherwise, against Performance Design or any of its property, in any court, agency, tribunal or elsewhere, or before any arbitrator, or otherwise, by any creditor, stockholder, corporation, partnership or any other person, or the levy of any attachment, execution or other process upon or against any property of Performance Design, or the taking or attempting to take into possession any property in the possession of Performance Design or of which Performance Design have the right to possession, by any of such parties as aforesaid, other than the Receiver, or the termination of telephone, electric, gas or any other utility service to Performance Design, by any public utility, without obtaining approval thereof from the Court, in which connection the Temporary Receiver shall be entitled to prior notice and an opportunity to be heard, are restrained and enjoined until further Court Order; and -- a Citation be issued to Performance Design, returnable to the Superior Court sitting at Providence County, Rhode Island, on June 20 at 9:30 a.m. at which time and place this cause is set down for hearing on the prayer for the Appointment of a Permanent Receiver. PRIMUS WHEELER, JR: Proposes $32K Private Sale of Jackson Property ------------------------------------------------------------------ Primus Wheeler, Jr., doing business as Veranda Apartments, asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize private sale of house and real property located at 132 Azalea Circle, Jackson, Mississippi, to US Home AG Series 1, LLC, for $32,000. At the time of filing of the Motion, the Debtor owned the Property. An Agreed Order authorized the Debtor to employ JXN Housing, LLC, as Real Estate Broker to market the Property was entered on April 25, 2017. JXN has received an offer to purchase the Property from the Purchaser dated as of May 31, 2017 for the purchase price of $32,000. The Property is to be sold free and clear of liens, claims, interests, and encumbrances. The Purchaser is not liable for any of the Debtor's liabilities as a successor or otherwise, unless the Purchaser expressly assumes such liabilities as provided for in the Contract. The offer expires on June 2, 2017 at 5:00 p.m. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Primus_Wheeler_63_Sales.pdf The Debtor has determined that a private sale of the real property is in the best interests of the Debtor, its estate, and its creditors. The offer represents the best opportunity for the Debtor to continue to operate and to preserve his going concern value and to generate the greatest return to the creditor and parties in interest. He believes that a sale of the real property as contemplated by the Motion will maximize the value of the estate. Regions Bank holds a first mortgage which exceeds the amount of the payment and agrees to release its mortgage on the Property. The Debtor and its secured creditor Regions Bank have agreed that the secured creditor will receive all of the net proceeds of the sale for full release of its mortgage, less $2,500 realtor's commission and $181 payment for the filing fee of the Motion. A prompt sale of the assets to the Purchaser will likely enable the Debtor to realize good value for the Property. He believes that the terms and conditions set forth are fair and equitable to the Purchaser and the Debtor, and thus reflect a transaction that will ultimately result in a successful sale of the Debtor's Property. The Debtor believes that any material delay in consummating the proposed sale will result in a reduction in the value of his Property. Accordingly, the Debtor asks that upon a hearing, the Court enters an Order approving (i) the sale of the Property to the Purchaser free and clear of liens, claims, encumbrances and interests; (ii) payment from proceeds to Regions Bank after payment of the $2,500 realtor's commission and $181 payment for the filing fee of the Motion; and (iii) for general relief. About Primus Wheeler, Jr. Primus Wheeler, Jr., an individual, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 17-00354) on Feb. 2, 2017, estimating assets and liabilities below $1 million. The Debtor is in control of his assets and is managing and operating his business. J. Walter Newman, IV, Esq., at Newman & Newman, serves as bankruptcy counsel to the Debtor. PROFESSIONAL RESOURCE: June 21 Hearing on PCO Appointment Set ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota entered a Notice for a hearing on June 21, 2017, regarding the Debtor, Professional Resource Network, Inc.'s Motion for determining that the appointment of a patient care ombudsman is not necessary. The Court noted that any response or objection to the Debtor's Motion shall be filed no later than June 16, 2017, five days prior to the hearing date. According to the Motion, the Debtor does not believe that the appointment of a patient care ombudsman is necessary to protect its clients. The Motion further provides that the Debtor's bankruptcy filing was caused by a State Court litigation. The Debtor alleges that there is no indication of poor patient care that contributed in any way to the Debtor's filing of Chapter 11. In addition, the Debtor does not maintain any facilities to perform services for clients. The Debtor is subject to Medicare inspections in connection with the maintenance of its Medicare certification. About Professional Resource Network Professional Resource Network, Inc. and HomeCare Resource, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-41577 and 17-41578) on May 25, 2017. Charie L. Devolites, chief executive officer, signed the petitions. Established in 2000, HomeCare Resource -- http://www.homecareresource.com/-- operated a home health care facility offering nursing care, physical therapy, occupational therapy, speech pathology, home health aide and medical social services. At the time of the filing, Professional Resource estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HomeCare Resource estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Kathleen H. Sanberg presides over the cases. The Debtors are represented by Steven B. Nosek, Esq., and Yvonne R. Doose, Esq. PUERTO RICO: Peaje Sues Highway Agency on Bonds Payment ------------------------------------------------------- BankruptcyData.com reported that Peaje Investments (Plaintiff) filed with the U.S. Bankruptcy Court a verified complaint against defendants Puerto Rico Highways & Transportation Authority (HTA) and its executive director, currently the Hon. Carlos Contreras Aponte; the Commonwealth of Puerto Rico and its Governor, currently the Hon. Ricardo Rossello; the Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF) and its executive director, currently the Hon. Gerardo Portela Franco and Hon. Raul Maldonado Gautier and Hon. Jose Ivan Marrero Rosado. The complaint notes, "As a result of this ongoing diversion, the Fiscal Agent has insufficient funds to satisfy the entire payment of principal and interest due on Plaintiff's bonds in July 2017. Moreover, HTA and its Executive Director have indicated that they have no intention of depositing the Toll Revenues with the Fiscal Agent as required under the 1968 Resolution and applicable law . . . . Through this adversary proceeding, Plaintiff seeks to enforce and protect its lien and other rights in the pledged Toll Revenues in the manner provided under PROMESA and other applicable law. The immediate relief sought herein, however, is limited to what is necessary to protect Plaintiff's rights." 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. PURA NATURALS: Working Capital Deficit Raises Going Concern Doubt ----------------------------------------------------------------- Pura Naturals, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $618,967 on $67,069 of sales for the three months ended March 31, 2017, compared with a net loss of $63,671 on $121,827 of sales for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $1.01 million in total assets, $1.49 million in total liabilities, all current, and a stockholders' deficit of $485,492. As of March 31, 2017, the Company had $82,467 in cash. At March 31, 2017, the Company had current assets of $179,398 and current liabilities of $1,494,900 resulting in a working capital deficit of $1,315,502. The Company has had losses since inception. This raises substantial doubt about its ability to continue as a going concern. To date, the Company's operations have not generated any profits. The Company has funded its operating to date through the sales of common stock and issuance of notes payable and convertible notes payable. Its ability to continue as a going concern is dependent upon the Company raising sufficient debt or equity capital to sustain operations until such time as it can generate a profit from its operations. A copy of the Form 10-Q is available at: http://bit.ly/2rzddTP Pura Naturals, Inc., formerly Yummy Flies, Inc., is engaged in the marketing and sale of consumer products through the use of direct sales, brokers and distributors to wholesalers, mass merchandisers, retail stores and on the Internet. The Company markets and sells a line of cleaning products based on the BeBetterFoam platform for consumer kitchen and bathroom, with additional products for outdoor hobbies (fishing and boating, spas and pools), pet care, infant care and industrial use under development. QUALITY CARE: S&P Puts B+ CCR on CreditWatch Negative ----------------------------------------------------- S&P Global Ratings placed all of its ratings, including its 'B+' corporate credit rating on Bethesda, Md.-based Quality Care Properties Inc. and its wholly owned subsidiaries, SNF West Sub-REIT, SNF Central Sub-REIT, SNF East Sub-REIT, and AL Sub-REIT on CreditWatch with negative implications. "The CreditWatch placement follows the recent announcement that HCR (QCP's largest tenant that accounts for 94% of its total revenue) has defaulted on its lease agreement and is breaching the rent forbearance agreement with QCP," said S&P Global Ratings credit analyst Sarah F. Sherman. QCP received $8 million of rent and the repayment of the $7 million secured loan. The $15 million received is substantially less than anticipated which, if the reduction in rent payment is sustained, could lead to materially weaker credit ratios and limit liquidity at QCP. In S&P's view, the announcement indicates there is a significant amount of uncertainty, regarding how previously forecast HCR and QCP rent negotiations will materialize. This uncertainty is highlighted by HCR management's projections that indicate a decline in the future financial performance of HCR compared to the most recent historical financial information previously provided to QCP. Under S&P's base-case scenario, it had anticipated a rent cut of approximately a third of underlying obligations or approximately $30 million per month, in line with the temporary forbearance agreement. S&P intends to resolve the CreditWatch placement once it gains clarity on the company's strategic options which S&P anticipates will take place in July. At that time, S&P' will assess how future prospects are for QCP, including the risk of taking over operating assets from HCR and becoming more of an owner operator. QUOTIENT LIMITED: May Issue Add'l 200K Ordinary Shares Under 2014 P ------------------------------------------------------------------- Quotient Limited filed with the Securities and Exchange Commission a Form S-8 registration statement to register 200,000 ordinary shares that were automatically added to the number of shares authorized for issuance under the Amended and Restated 2014 Plan pursuant to the "evergreen" provision contained in the Amended and Restated 2014 Plan. Quotient Limited has registered an aggregate of 2,620,206 ordinary shares for issuance under the Amended and Restated 2014 Stock Incentive Plan pursuant to Registration Statements on Form S-8 (Nos. 333-195507 and 333-214483) filed with the SEC on April 25, 2014, and Nov. 7, 2016. Pursuant to an "evergreen" provision contained in the Amended and Restated 2014 Plan, on April 1 of each year through 2023, the number of shares authorized for issuance under the Amended and Restated 2014 Plan automatically increases by an amount equal to the lesser of 1% of the total number of the Company's ordinary shares outstanding on March 31 of the preceding year, 200,000 ordinary shares or such smaller amount as determined by the Board of Directors of the Company. Pursuant to this provision, on April 1, 2017, 200,000 additional ordinary shares became authorized for issuance under the Amended and Restated 2014 Plan. A full-text copy of the prospectus is available for free at: https://is.gd/odeeD5 About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQ technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. Quotient Limited reported a net loss of US$85.06 million on US$22.22 million of total revenue for the year ended March 31, 2017, compared to a net loss of US$33.87 million on US$18.52 million of total revenue for the year ended March 31, 2016. As of March 31, 2017, Quotient Limited had US$109.97 million in total assets, US$134.06 million in total liabilities and a total shareholders' deficit of US$24.09 million. Ernst & Young LLP, in Belfast, United Kingdom, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has recurring losses from operations and planned expenditure exceeding available funding that raise substantial doubt about its ability to continue as a going concern. RENNOVA HEALTH: Further Postpones Special Meeting to June 9 ----------------------------------------------------------- Rennova Health, Inc., announced the postponement of its special meeting of stockholders that was to have taken place originally on May 19, 2017, and which was subsequently postponed to May 26, 2017 and then again to June 2, 2017. This third postponement is necessary because a quorum of shares represented at the meeting continues not to be achieved. The new date for the Special Meeting is June 9, 2017, at 11:00 a.m. Eastern time and it will take place at the offices of Shutts & Bowen LLP, 525 Okeechobee Boulevard, Suite 1100, West Palm Beach, FL 33401. The record date of April 21, 2017, remains unchanged. The Special Meeting is for the following purposes: 1. To approve, for the purpose of Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying Senior Secured Original Issue Discount Convertible Debentures and three series of Warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated as of March 15, 2017, and those certain Exchange Agreements, dated as of March 15, 2017, between the Company and the investors named therein, in an amount in excess of 19.99% of the Company's Common Stock outstanding before the issuance of such Senior Secured Original Issue Discount Convertible Debentures and Warrants; 2. To authorize an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1; and 3. To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. "While our proxy solicitors are making progress toward the 50% quorum, we are still short with 42%, thus requiring moving the date of our Special Meeting yet again. That said, 82% of the votes cast are in favor of the proposals," commented Seamus Lagan, chief executive officer of Rennova. "I continue to impress upon our stockholders that there are additional expenses that are incurred when solicitation must be extended -- costs that all stockholders as owners of the Company must bear. The delay is costly in time, money and progress of our business plan, which is not something any stockholder wants to experience at this critical time of our development. We would urge all stockholders, no matter how small, to take the time to cast the vote to which they are entitled and enable the Company to progress its plans for the benefit of its stockholders." Stockholders who have already voted do not need to recast their votes. Stockholders who have not yet voted are encouraged to do so. Stockholders that own their shares in "street name" through a stock brokerage account or through a bank or nominee should consult the broker, bank or nominee about its procedures to vote the shares. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, it is creating the next generation of healthcare. Rennova Health reported a net loss of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss of $35.96 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Rennova Health had $8.31 million in total assets, $73.64 million in total liabilities and a total stockholders' deficit of $65.33 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RICHARD PHILLIPS: Trustee Sale of Austin Property for $2.9M Okayed ------------------------------------------------------------------ Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized the sale by Jay H. Ong, Trustee of Richard Mark Phillips, of residential real estate lot, including a house, lot and boat slip, located at 4805 Precipice Cove, Austin, Texas, to Brian Follett for $2,900,000. The Sale Hearing was held on May 11, 2017. The sale is free and clear of all liens, claims, encumbrances and Interests. Notwithstanding the foregoing, any claims for ad valorem taxes assessable by local taxing authorities for any periods corresponding to fiscal year 2017 will attach to the Property to the extent provided by applicable state law, and be paid by the owner of the Property as and when due, subject to customary allocation and apportionment as provided in the Sale closing documents. The Trustee will reserve from the net proceeds of the Property and Boat: i. $10,000, plus any amount of First Lockhart's fees objected to by the Trustee, Debtor, U.S. Trustee, or Nancy Lopez-Phillips by June 2, 2017, as provided in the Court's Agreed Order Resolving First Lockhart National Bank's Motion For Relief From The Automatic Stay And Waiving 14-Day Stay Of Rule 4001(A)(3), in escrow pending a further determination by this Court as to the proper disposition of such funds; ii. $250,000 to account for the portion of the secured claim of the Internal Revenue Service that is disputed by the Debtor, plus $10,000 to account for one year's worth of interest payable to the IRS on account of this reserved portion of its secured claim (at 4% interest), in escrow pending a further determination by the Court as to the proper disposition of such funds, provided further that, absent the entry of an order of the Court providing otherwise or the IRS' agreement otherwise, all such proceeds will be paid to the IRS by no later than Jan. 18, 2018. Unless and until the IRS actually receives payment of its secured claim, the IRS will continue to be deemed to be a creditor and party-in-interest with the corresponding standing to be heard in the case. iii. $38,000, constituting disputed proceeds potentially allocable to the Sale of the Boat, in escrow pending a further determination by the Court as to the proper disposition of such funds; and iv. $10,400, to be reserved from the proceeds that would otherwise be allocable to the Debtor's equity in the Property, in order to account for fees payable to the United States Trustee corresponding to the second quarter of 2017. The Trustee will pay such fees as and when due and will thereafter remit the remainder of the reserved $10,400, if any, to the Debtor. About Richard Mark Phillips Richard Mark Phillips filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-10068) on Jan. 18, 2017, and is represented by B. Weldon Ponder, Jr., Esq. Jay H. Ong was appointed as the Chapter 11 Trustee for the Debtor on April 26, 2017. The Trustee tapped Munsch Hart Kopf & Harr, P.C., as counsel, with the engagement headed by Kevin M. Lippman, Esq. RODERICK ARCE: NJ Judge Denies Bid for Ch. 11 Trustee Appointment ----------------------------------------------------------------- Judge Andrew B. Altenburg, Jr., of the U.S. Bankruptcy Court for the District of New Jersey entered an Order denying the motion to appoint a Chapter 11 Trustee for Roderick J. Arce and Lauren J. Arce. The Motion to appoint a Chapter 11 Trustee for the Debtors was filed by Louis Manchello. The Court further noted that Mr. Manchello may raise the issue of educational expenses at the confirmation and that, as of May 16, 2017, the Debtors will not pay any additional education expenses until confirmation or further Court order. The Chapter 11 bankruptcy case is In re: Roderick J. Arce and Lauren J. Arce (Bankr. D. N.J. Case No. 16-32124-ABA). ROSEDALE/LAKE STREET: Case Summary & 3 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Rosedale / Lake Street, LLC 747 8th Avenue, Suite C Fort Worth, TX 76104 Business Description: The Debtor listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). It owns a fee simple interest in a property located at Lot 1, AR-1, E.E. Chase Subdivision, an addition to the City of Forth Worth, Tarrant County, Texas, with a building 53% complete. The Property is valued at $791,150. Chapter 11 Petition Date: June 5, 2017 Case No.: 17-42389 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Mark X. Mullin Debtor's Counsel: Robert A. Simon, Esq. WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC 301 Commerce Street, Suite 3500 Fort Worth, TX 76102 Tel: (817) 878-0500 Fax: (817) 878-0501 E-mail: rsimon@whitakerchalk.com Total Assets: $791,150 Total Liabilities: $977,143 The petition was signed by M. David Tillman, manager. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/txnb17-42389.pdf RUE21 INC: Texas Tax Authority Objects to Store Closing Procedures ------------------------------------------------------------------ BankruptcyData.com reported that Rue21 Inc.'s Local Texas Tax Authorities filed with the U.S. Bankruptcy Court an objection to the Company's emergency motion to assume a consulting agreement and for an order approving procedures for store closing sales. The Local Texas Tax Authorities asserts, "Pursuant to 11 U.S.C. section 363(c)(4), absent consent by these claimants or an order of the Court permitting use of their cash collateral, the Debtors "shall segregate and account for any cash collateral" in their possession. The Debtors have not filed a motion seeking to use the cash collateral of these claimants nor has there been notice or a hearing on the use of these claimants' collateral. Accordingly, absent their consent, a segregated account must be established from the sale proceeds to comply with the requirements of section 363(c)(4). The proceeds from the sale of the Tax Authorities' collateral should not be distributed to any other party unless and until their claims, including any interest thereon as allowed under 11 U.S.C. sections 506(b), 511 and 1129, are paid in full." About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc. r services, llc, and rue services corporation filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. rue21 estimated $1 billion to $10 billion in assets and liabilities. Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders, Prepetition Term Loan Agent and Term Loan Steering Committee are Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J. Bresch, Esq., at Jones Day. Counsel to the DIP ABL Agent and the Prepetition ABL Agent are Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer, Esq., at Buchanan Ingersoll & Rooney PC. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017, appointed seven creditors to serve on the official committee of unsecured creditors. The Committee has tapped Cooley LLP as counsel; and Fox Rothschild LLP as local counsel. SANCTUARY CARE: Judge Denies Trustee Appointment, Ch. 7 Conversion ------------------------------------------------------------------ Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire entered an Order denying the U.S. Trustee's Motion to Appoint a Ch. 11 Trustee for Sanctuary Care, LLC and Sanctuary at Rye Operations, LLC. Judge Harwood also denied the U.S. Trustee's Motion to convert the Chapter 11 case to one under Chapter 7 and the Motion to dismiss the Chapter 11 bankruptcy case for cause under Sections 1104(a)(2) and 1112(b)(4). About Sanctuary Care Sanctuary at Rye Operations, LLC and its affiliate Sanctuary Care, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.H. Case Nos. 17-10590 and 17-10591, respectively), on April 25, 2017. The Petition was signed by Alice Katz, chief restructuring officer. Ms. Alice Katz is with Vinca Group, LLC. The Debtors are represented by Peter N. Tamposi, Esq. at the Tamposi Law Group. The Debtors owns Sanctuary Care, a memory-assisted adult care facility located in Rockingham County, New Hampshire. At the time of filing, Sanctuary at Rye listed $382,830 in total assets and $16,610,000 in liabilities. Sanctuary Care listed $5,010,000 in total assets and $16,050,000 in liabilities. William K. Harrington, the United States Trustee, has appointed Susan Buxton, the Long-Term Care Ombudsman for the State of New Hampshire, as the Patient Care Ombudsman for Sanctuary Care, LLC, and Sanctuary at Rye Operations, LLC. NBR Acquisition Rye, LLC, the stalking horse bidder for the Debtors' assets, is represented by Frank A. Appicelli, Esq., at Carlton Fields. SEARS HOLDINGS: Reportedly Closing 72 Additional Stores ------------------------------------------------------- Aside from the more than 180 stores that have been announced for closing this year, Sears Holdings will close 72 additional stores this year, Business Insider reported June 6, 2017, citing a list released internally by the company. The list includes 16 Sears stores, 49 Kmart stores, and seven auto centers. Business Insider's full-list is available at: https://is.gd/E1ddn3 The closures will bring Sears' store count to about 1,200, down from 2,073 five years ago. In April 2017, the Company said that as part of its restructuring program, it is increasing its annualized cost savings target to $1.25 billion. The initiatives being taken to realize its cost savings target include: the closure of under-performing stores, including the previously announced closure of 150 non-profitable stores, comprised of 108 Kmart and 42 Sears locations, 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 and drive operational efficiencies. In May 2017, Sears Holdings reached an agreement to extend the maturity of $400 million of its $500 million 2016 Secured Loan Facility maturing in July 2017 to January 2018. Additionally, the Company has options to further extend the loan until July 2018. 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. 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. * * * 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. SEARS HOLDINGS: Resolves Craftsman Supply Dispute ------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy, reported that Sears Holdings Corp. has entered into an agreement with Hong Kong-based One World Technologies Inc. to resolve their dispute over Craftsman-branded products. According to the report, Sears accused One World in a lawsuit in May of trying to alter the terms of their supply arrangement so that One World could cut back the number of tools made for Sears and shift production to other buyers at higher prices. The lawsuit followed a defiant statement by Sears Chief Executive Eddie Lampert on the official company blog blasting One World for demanding what he said were unjustified changes to the Craftsman deal, the report related. In an update on June 5, the company blog said the conflict "has been resolved to the mutual satisfaction of both parties and we look forward to continuing our relationship with One World," the report further related. The Journal pointed out that while disputes over pricing and payment terms between vendors and retailers aren't uncommon, One World's public spat with Sears is notable for the parties' apparent failure to resolve the matter behind closed doors and for the supplier's apparent discontent with Mr. Lampert's turnaround strategy. 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. SKG THE PARK: Plan Outline Okayed, Plan Hearing on June 28 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada is set to hold a hearing on June 28, at 10:30 a.m., to consider approval of the Chapter 11 plan of reorganization for SKG The Park at Spanish Ridge LLC. The court had earlier approved SKG's disclosure statement, allowing the company to start soliciting votes from creditors. The May 25 order set a June 21 deadline for creditors to file their objections, and cast their votes accepting or rejecting the proposed plan. In the same filing, the bankruptcy court also approved the bid procedures for the sale of SKG's Las Vegas properties identified in court papers as 8912 and 8918 properties. The proposed sale of the company's Las Vegas properties to the winning bidder will be considered at the June 28 hearing. A copy of the court order is available without charge at https://is.gd/dFXGv0 Under the proposed plan, general unsecured claims will be paid from the proceeds generated from the sale of the Las Vegas properties. SKG, however, believes that there may not be any sale proceeds left to be distributed to general unsecured claims after payment to creditors holding administrative, priority and secured claims. About SKG The Park at Spanish Ridge SKG The Park at Spanish Ridge, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10955) on March 1, 2017. The petition was signed by Jerry Kramer and John Schadler, managing members. The case is assigned to Judge Mike K. Nakagawa. At the time of the filing, the Debtor disclosed $28.36 million in assets and $24.49 million in liabilities. Samuel A. Schwartz, Esq., Bryan A. Lindsey, Esq., and M. Michelle Nisce, Esq., at Schwartz Flansburg PLLC serve as the Debtor's legal counsel. James H. Walton, Esq., at Nitz Walton, Ltd., is the Debtor's counsel in an appellate proceeding. On April 7, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. SKYE ASSOCIATES: Burton to Provide $250K for Worldpay Funds ----------------------------------------------------------- Skye Associates, LLC, asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of $250,000 of the Worldpay funds to Burton Equity, LLC, for $250,000. The Debtor designs and operates points of sale websites for its Internet retail clients. Additionally, the Debtor processes payments for various Internet retailers. To facilitate the payment processing, the Debtor entered into an agreement with Worldpay, whereby Worldpay processes the Debtor's credit card transactions. Due to the bankruptcy case, Worldpay is refusing to release all monies earned to the Debtor. It is asserting that they are at risk and entitled to hold significant monies under the parties' agreement. Despite demand to release the funds, Worldpay is holding approximately $250,000 of the Debtor's money. They are refusing to release the funds to the Debtor. This is negatively impacting the Debtor's cash flow. Due to this issue, the Debtor is in the process of transiting to a new payment processor. However, the new payment processor will also hold back a certain percentage of monies to cover charge backs and returns. This will further negatively impact the Debtor's cash flow. The Debtor will have difficult purchasing product, which will cause a decline in revenues, thereby damaging the reorganization prospects. Further, the Debtor will have difficulty paying on-going operating expenses. In order to improve cash flow and avoid damage to the Debtor's reorganization prospects, Burton Equity is willing to purchase the monies owed to the Debtor by Worldpay. Burton Equity will tender $250,000 to the Debtor and then receive payment directly from Worldpay as the monies are released. The Debtor is affiliated with Burton Equity. Burton Equity is an entity that the Debtor's managing member, Michael Burton, has a controlling interest. However, there is a zero sum gain to the purchaser as it is not receiving a discount on the price. Burton Equity will provide the Debtor with $250,000 upon Court approval and then receive $250,000 from Worldpay as the monies are released. The Debtor's business judgment, based upon the advice of professionals, leads the Debtors to conclude that a dollar for dollar sale of the Worldpay funds to an affiliated interest will assist the Debtor in its reorganization efforts and will maximize the Debtors' estate and their ability to make payments to creditors under a Chapter 11 Plan. The Purchaser is paying fair market value for the funds and the monies received will assist the Debtor's cash flow and reorganization prospects. Therefore, the proposed sale is in the best interest of the Debtor, all creditors, and the estate. The Debtor will contemporaneously with the Motion be filing a Motion to Shorten Time to Respond. The Debtor believes that increasing its cash flow is necessary to facilitate its plan of reorganization and therefore, the time to respond should be shortened. The Debtor respectfully asks that the Court enters an Order that (i) grants the Motion; (ii) authorizes the Debtor to sell $250,000 of the Worldpay funds to the Purchaser $250,000; (iii) authorizes payment directly to the Purchaser in the amount of $250,000 first from the Debtor's monies held by Worldpay; and (iv) grants such other and further relief as justice and equity demand. About Skye Associates Skye Associates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22592) on Sept. 20, 2016. The petition was signed by Michael Burton, managing member. The case is assigned to Judge Thomas J. Catliota. 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 Richard B. Rosenblatt, Esq. and Linda M. Dorney, Esq., at the Law Offices of Richard B. Rosenblatt, PC. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SPECTRUM HEALTHCARE: Can Use Up to $4.5-Mil. Cash Collateral ------------------------------------------------------------ Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut issued an amended ninth order granting Spectrum Healthcare LLC, and its debtor-affiliates interim authorization to use the cash collateral. The Debtors are authorized to use cash collateral to pay those items set forth in the approved Budget. The approved consolidated budget of the Debtors for the period covering May 28, 2017 through July 1, 2017 reflects total cash disbursement of approximately $4.5 million. Each of the affiliated debtors' specific cash needs are as follows: Spectrum Healthcare $348,076 Spectrum Healthcare Derby $995,310 Spectrum Healthcare Hartford $1,244,215 Spectrum Healthcare Manchester, LLC $1,052,350 Spectrum Healthcare Torrington, LLC $914,625 The Debtors' secured creditors are: (1) MidCap Funding IV LLC, as assignee of MidCap Financial, LLC; (2) CCP Finance I, LLC, as assignee of Nationwide Health Properties, LLC, as Lender under the NHP Loan; (3) CCP Park Place 7541 LLC and CCP Torrington 7542 LLC, as agents for NHP with respect to the NHP Lease; (4) Love Funding Corporation; (5) the Secretary of Housing and Urban Development, as additional secured party with LFC; and (6) the State of Connecticut Department of Revenue Services. The Debtors are authorized to pay only their current expenses as reflected in the budget, which Budget will include payment of $10,000 per week in rent to the CCP Landlords. However, Spectrum Manchester Realty or its assignee, MidCap Funding, as the case may be, and the CCP Landlords reserve the right to assert any accrued but unpaid rent or other lease obligations owed or to become owed to them, respectively, as administrative expense claims. Such Administrative Rent Claims will be subordinate to any unpaid, non-professional administrative expenses at the conclusion of the sale process contemplated by the Order or any wind down process that may occur in these cases, except, to the extent of $6,000 per week of rent for each of the CCP Landlords and Spectrum Manchester Realty or its assignee, MidCap Funding, as the case may be, as to such subordination. All collections will continue to be paid into the Collection Accounts, and the funds in the Collection Accounts will be swept, each business day, into the Payment Accounts. Such Funds will continue to constitute cash collateral and will not be applied by MidCap Funding to the Revolver, however, the Funds will be promptly remitted to the Debtors' operating accounts for use in connection with their operations. The Debtors are authorized to adequately protect MidCap Funding, CCP Finance, CCP Park Place, Love Funding, the HUD, and the DRS by: (a) granting them replacement liens on the Collection Accounts and the debtor-in-possession accounts of the Debtors, subject to the Exclusion and Carve-Out, to the same extent and with the same validity, enforceability and priority as the MidCap Prepetition Liens, the NHP Prepetition Liens, the CCP Landlords' Prepetition Liens and the LFC Prepetition Liens (along with HUD's lien as additional secured party) had (and after application of the terms and conditions of the NHC Intercreditor Agreement and the LFC Intercreditor Agreement) against the Debtors’ deposit accounts and other assets prior to the Petition Date; and (b) making weekly adequate protection payments of $5,000 to Midcap Funding. Such payments will be applied to the principal of the MidCap Prepetition Obligations, but may be recharacterized as payments of interest (along with reasonable fees, costs, or other charges. Excluded from the liens and interests held by the Secured Creditors in property of the Debtors' bankruptcy estates, including any replacement lien granted by the Order will be: (a) any lien on or interest in the Debtors' claims, causes of claim or proceeds from avoidance actions, and (b) a carve-out for payment of the Debtors' professional fees in the amount of $225,000 and for payment of the professionals of any Committee appointed in the Bankruptcy Cases in the amount of $75,000. The Secured Parties are each granted an additional replacement lien in cash collateral, Accounts including without limitation, health-care insurance receivables and governmental healthcare receivables and all proceeds thereof whether deposited in the Collections Accounts, any payment account or elsewhere, and other collateral in which each of the Secured Parties held a security interest prepetition, to the extent of any diminution of the value of the prepetition security interest, tax lien or set-off or recoupment rights the Secured Parties may claim in the Cash Collateral Accounts or other collateral (including accounts receivable) for the MidCap Prepetition Obligations, the NHP Prepetition Obligations, the CCP Landlords' Prepetition Obligations or the LFC Prepetition Obligations. To the extent that the adequate protection provided to MidCap, the CCP Landlords, as agents for NHP, or CCP Finance proves to be inadequate, such claim will constitute an allowed administrative expense claim against each of the Debtors on a joint and several basis with priority over all other administrative claims in the Bankruptcy Cases. A full-text copy of the Amended Ninth Order, dated June 1, 2017, is available at https://is.gd/2mkcV8 About Spectrum Healthcare Spectrum Healthcare, LLC, and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C. serves as their accountant and financial advisor. At the time of filing, the Debtors listed these assets and liabilities: Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A Spectrum Healthcare and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012. William K. Harrington, the United States Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum Healthcare Torrington, LLC. SUBDIVISION OF SILVER: Taps Richards & Associates as Broker ----------------------------------------------------------- Subdivision of Silver City, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire a real estate broker. The Debtor proposes to hire Richards & Associates Real Estate Group in connection with the sale of its property located at 7037 Kingston Cove Lane103, Willis, Texas. The firm will get a commission of 6% of the sales price for the property. The listing price for the property is $199,000. Cody Richards, a real estate broker employed with the firm, disclosed in a court filing that he does not hold any interest adverse to the Debtor's bankruptcy estate or creditors. The firm can be reached through: Cody Richards Richards & Associates Real Estate Group 12056 FM 830 Road Willis, TX 77318-5544 Phone: (936) 537-3138 Fax: (936) 701-5301 Email: Cody@RichardsRealEstateGrp.com About Subdivision of Silver City Subdivision of Silver City, LLC, based in Willis, Texas, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32789) on May 1, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Peter W. Hill, managing member, signed the petition. The Hon. Jeff Bohm presides over the case. Margaret M. McClure, Esq., at the Law Office of Margaret M. McClure, serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. T&C GYMNASTICS: Has Approval to Use Cash Collateral Until Aug. 23 ----------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized T&C Gymnastics, LLC, to continue using cash collateral on an interim basis until Aug. 23, 2017. The Debtor said it needs to access cash collateral to continue its business operations. The Debtor acknowledged that there exists a valid lien upon its assets as of the Petition Date, including the cash proceeds thereof by William and Janice Whitaker holds a security interest in substantially all the assets of the Debtor by way of lien in the amount of $71,094, as of the Petition Date. In addition, the Debtor acknowledged Financial Agent Services also holds a security interest in substantially all the assets of the Debtor by way of a lien duly filed of which the amount of $17,214 is still due and owing as of the Petition Date, The Whitakers and Financial Agent Services are unwilling to permit the use of any of its prepetition collateral, including its cash collateral without the protection afforded by the Bankruptcy Code. Accordingly, the Whitakers and Financial Agent Services will receive a security interest in and replacement lien upon all the Debtor's currently existing and after-acquired property, and the proceeds and products thereof, to the extent actually used and for the diminution in the value of Whitakers' and Financial Agent Services' cash collateral. Such replacement lien will be the same lien as existed as the pre-petition valid liens of record. The Debtor is directed to make interim monthly payments to the Whitakers in the amount of $250, and to Financial Agent Services in the amount of $800. In addition to and as a supplement to the foregoing protections, the Debtor will maintain insurance covering the full value of all collateral, and will permit on site inspection of such collateral, policies of insurance and financial statements. Moreover, the Debtor will deposit and maintain all cash and all proceeds of accounts receivable, inventory, contract rights and general intangibles in a separate operating account -- Debtor-in-Possession Account. The final hearing on the use of cash collateral will take place on Aug. 23, 2017, at 10:30 a.m. A full-text copy of the Interim Order, entered on June 1, 2017, is available at https://is.gd/MXNmms About T&C Gymnastics T&C Gymnastics, LLC, sought chapter 11 protection (Bankr. N.D. Ill. Case No. 16-14993) on May 2, 2016. The petition was singed by Tony Whitaker, manager. The Debtor is represented by Joshua D. Greene, Esq., at Springer Brown LLC. At the time of the filing, the Debtor estimated its assets at $50,001 to $100,000 and debts at $100,001 to $500,000. The Debtor provides gymnastics instruction and lessons to children of all ages. The Troubled Company Reporter, on June 27, 2016, reported that T&C Gymnastics filed a plan of reorganization and accompanying disclosure statement proposing a 100% distribution to 100% of the allowed claims of general unsecured creditors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-14993-36.pdf T.C. RENFROW: Case Summary & 3 Unsecured Creditors -------------------------------------------------- Debtor: T.C. Renfrow Land L.P. P.O. Box 2238 Channelview, TX 77530 Business Description: The Debtor holds the deed of trust on a land with house located at 7633 Miller Road, #2, Houston, Texas 77049 valued at $7.5 million. It separately holds the deed of trust on a land with house located at 4035 SCR Road Rocksprings, TX 78880 with a current value of $595,000. Chapter 11 Petition Date: June 5, 2017 Case No.: 17-33540 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Counsel: Alan Sanford Gerger, Esq. THE GERBER LAW FIRM PLLC 2211 Norfolk Houston, TX 77098 Tel: 713-300-1430 Fax: 888-317-0281 Email: asgerger@gerglaw.com Total Assets: $8.13 million Total Liabilities: $3.90 million The petition was signed by Timothy C. Renfrow, manager of ACR GP, LLC. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb17-33540.pdf TENET HEALTHCARE: Moody's Rates Sec. Notes Ba3 & Unsec. Notes Caa1 ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Tenet Healthcare Corporation's offering of senior secured first lien notes due 2024 and its second lien notes due 2025. Moody's also assigned a Caa1 rating to Tenet's offering of senior unsecured notes due 2025. Proceeds of the notes offering will be used to refinance existing debt and pay estimated fees and expenses. There are no other changes to existing ratings, including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating or the Speculative Grade Liquidity Rating of SGL-2. The rating outlook is negative. Moody's assigned the following ratings to Tenet Healthcare Corporation and THC Escrow Corp III (to become the obligations of Tenet Healthcare Corporation): Moody's assigned the following ratings: Issuer: Tenet Healthcare Corporation: Senior secured first lien notes due 2024, Ba3 (LGD3) Issuer: THC Escrow Corporation III: Senior secured first lien notes due 2024, Ba3 (LGD3) Senior secured second lien notes due 2025, Ba3 (LGD3) Senior unsecured notes due 2025, Caa1 (LGD5) The following ratings remain unchanged: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured debt rating at Ba3 (LGD3 changed from LGD2) Senior unsecured debt rating at Caa1 (LGD5) RATINGS RATIONALE Tenet's B2 Corporate Family Rating reflects the company's very high financial leverage, with adjusted debt/EBITDA of around 7.0x. The rating is supported by Tenet's significant scale in each of its business lines. Moody's also expects that the company will be able to realize the benefits of recent initiatives and see continued growth in USPI's ambulatory surgery business. The rating also reflects Moody's expectation that Tenet will remain disciplined in the use of incremental leverage for shareholder initiatives or other acquisitions until debt to EBITDA is reduced. The SGL-2 Speculative Grade Liquidity Rating reflects Moody's expectation that the company will maintain good liquidity. Moody's anticipates that the company's cash flow, available cash balance and bank revolver will provide sufficient liquidity to fund working capital and capital spending needs. Further, the company has near full availability on a $1 billion asset-based revolving credit facility. Tenet's ratings could be downgraded if the company faces operational challenges or pursues leveraging acquisitions, share repurchases or shareholder distributions. More specifically, the ratings could be downgraded if debt/EBITDA does not decline closer to 6.0 times over the next 18 months. Finally, the ratings could also be downgraded if the company's liquidity weakens. The ratings could be upgraded if Tenet can effectively realize benefits from its recent portfolio rationalization activities and maintains a more measured approach than it has in the past to debt-funded transactions. For an upgrade, Moody's would also need to see the company realize improvements in cash flow and interest coverage metrics, and be able to reduce and sustain debt/EBITDA around 5.0 times. Tenet, headquartered in Dallas, Texas, is a healthcare services company. The company's subsidiaries operate 79 hospitals, 20 short-stay surgical hospitals and approximately 470 outpatient centers, and nine facilities in the United Kingdom. The company also offers other services, including six health plans and Conifer Health Solutions, which provides healthcare business process services. Tenet's revenue was $19.4 billion for the twelve months ended March 31, 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TENET HEALTHCARE: S&P Lowers Rating on 2nd Lien Debt to B- ---------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Tenet Healthcare Corp.'s second-lien debt to 'B-' from 'B' and revised its recovery rating on this debt to '5' from '4' to reflect the addition of about $1.4 billion in incremental debt at this level of the capital structure. The '5' recovery rating reflects S&P's expectations for modest (10%-30%, rounded estimate: 20%) recovery to lenders in the event of payment default. At the same time, S&P assigned Tenet's new $1,410 million second-lien notes due 2025 (issued by new special purpose financing entity THC Escrow Corp. III, whose obligations will be assumed by Tenet) our 'B-' issue-level rating and '5' recovery rating (the same as the existing second-lien debt). S&P also assigned its 'BB-' issue-level rating (two notches above the 'B' corporate credit rating on the company) and '1' recovery rating to Tenet Healthcare Corp.'s proposed $1,870 million senior secured notes due 2024. The notes are being issued in two tranches, with $830 million issued by Tenet Healthcare Corp. and $1.04 billion issued THC Escrow Corp. III. The new notes are pari passu with Tenet's existing secured debt, which carries the same issue-level rating. The '1' recovery rating indicates S&P's expectations for very high (90%-100%; rounded estimate: 95%) recovery to lenders in the event of payment default. S&P also assigned its 'CCC+' issue-level rating and '6' recovery rating to Tenet's proposed $500 million senior unsecured debt due 2025, issued by THC Escrow Corp. III. The new notes are pari passu with Tenet's existing unsecured debt, which carries the same issue-level rating. The '6' recovery rating indicates S&P's expectations for negligible (0%-10%; rounded estimate: 0%) recovery to lenders in the event of payment default. S&P's ratings on Tenet continue to reflect S&P's view that the company meaningfully improved its scale and scope following the 2015 acquisition of United Surgical Partners International, and increased its exposure to the fast-growing ambulatory surgery segment. S&P's ratings also reflect its expectation that leverage will remain over 6x for at least the next year, and free cash flow (after accounting for the Welsh Carson put obligation) will be minimal over the next few years. RATINGS LIST Tenet Healthcare Corp. Corporate Credit Rating B/Stable/-- Ratings Lowered; Recovery Ratings Revised To From Tenet Healthcare Corp. Senior Secured Second-Lien B- B Recovery Rating 5 (20%) 4 (45%) New Ratings THC Escrow Corp. III Senior Secured $1.04 Bil. Notes Due 2024 BB Recovery Rating 1 (95%) $1,410 Mil. Second-Lien Notes Due 2025 B- Recovery Rating 5 (20%) Senior Unsecured $500 Mil. Due 2025 CCC+ Recovery Rating 6 (0%) Tenet Healthcare Corp. Senior Secured $830 Mil. Notes Due 2024 BB Recovery Rating 1 (95%) TIAT CORPORATION: Plan Evidentiary Hearing Set for June 14 ---------------------------------------------------------- The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas will convene an evidentiary hearing on June 14, 2017, at 9:00 a.m., to consider approval of the Corrected Third Amended Plan filed by TIAT Corporation. Competing plans of reorganization were filed under sections 1121 and 1125. The Debtor filed its Corrected Third Amended Plan dated April 18, 2017, and Creditor SBNV ITG LLC filed its Plan dated March 6, 2017. The Debtor and SBNV have entered into an agreement providing for SBNV's treatment under Debtor's Plan and in exchange, SBNV agreed to withdraw its Plan dated March 6, 2017, per the Stipulated Order approved and entered by the Court on May 26, 2017. This Stipulated Order amends Debtor’s Third Amended Plan dated April 18, 2017. Objections to the Debtor's Corrected Third Amended Plan and SBNV's Plan must be filed by June 12, 2017. June 12 is also the last day for receipt of acceptances or rejections of the competing Plans of Debtor and SBNV. As reported by the Troubled Company Reporter on April 28, 2017, the Debtor stated in its Corrected Third Amended Disclosure Statement that unsecured creditors will be paid 20% of their claims over five years. The TCR reported on May 9, 2017, that SBNV said in its latest disclosure statement that it had previously elected to have its secured claim treated under section 1111(b)(2) of the Bankruptcy Code, and as a consequence, it has no unsecured claim under the Debtor's own Plan. About TIAT Corporation TIAT Corporation dba The Inn at Tallgrass -- http://www.theinnattallgrass.com/-- is a corporation that operates an 88-room hotel in located in Wichita, Kansas, called The Inn at Tallgrass. The hotel owner filed a Chapter 11 petition (Bank. D. Kan. Case No. 16-10764) on April 29, 2016, and is represented by Mark J. Lazzo, Esq., in Wichita. At the time of the filing, the Debtor disclosed $2.25 million in assets and debts totaling $6.46 million. TKC HOLDINGS: S&P Affirms 'B' CCR & Revises Outlook to Negative --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on St. Louis-based TKC Holdings Inc. and revised the outlook to negative from stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured $50 million revolving credit facility and upsized $1.215 billion senior secured first-lien term loan, and 'CCC+' issue-level rating on the company's upsized $315 million senior secured second-lien term loan. The recovery rating on the revolver and first-lien term loan remains '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. The recovery rating on the second-lien term loan is '6', indicating S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. Pro forma for transaction, S&P expects the company will have about $1.53 billion in reported debt outstanding. "Our outlook revision reflects TKC's increased debt burden after the dividend recapitalization and the potential for a lower rating over the next year if the merger of Keefe Group Holdings and Trinity Services (which formed TKC as the largest provider of commissary services to the corrections industry) fails to achieve meaningful cost synergies and reduce leverage below 7.5x," said S&P Global Ratings credit analyst Brennan Clark. S&P estimates pro forma debt to EBITDA to be well above the mid-7x area and forecast improvement into the high-6x area by the end of 2017 and low-6x area by the end of 2018. However, while the integration appears to be ahead of schedule, S&P continues to view integration risk as meaningful; any missteps could cause the company to deviate materially from S&P's expectations given the transformational nature of the merger. Separately, even if the benefits of the company's cost cuts exceed S&P's expectations, the company could sustain leverage above 7.5x due to further debt-financed dividends or acquisitions, as demonstrated by two dividend recapitalizations in less than six months. So S&P cannot rule out the possibility of further aggressive actions. The negative outlook reflects the risk that TKC's performance falters and it fails to deleverage to the low-7x area over the next year, potentially due to a failure to cut costs or quality and reputational damage that leads to large contract losses. This could also occur if the company is unwilling to moderate its very aggressive financial policy and continues to make debt-financed dividends or acquisitions. S&P expects the company to strengthen debt to EBITDA to the high-6x area by the end of fiscal 2017 primarily by realizing cost savings. S&P could lower the ratings if TKC fails to realize synergies as expected, incurs higher than expected integration costs, or unexpectedly loses large contracts with key customers, resulting in leverage sustained at or above 7.5x. S&P could revise the outlook to stable if the company achieves and sustains leverage in the low-7x area by executing on its integration plan while also maintaining its client base. S&P's outlook revision would also be predicated on the company generating annual free cash flow of at least $50 million. TRI POINTE GROUP: Moody's Rates New $250MM Unsecured Notes Ba3 -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $250 million of senior unsecured notes due 2027 of TRI Pointe Group, Inc. $200 million of the proceeds will be used to reduce revolver advances, with the balance added to working capital, having little effect on total debt but greatly increasing the company's liquidity. At the same time, Moody's is making a number of administrative changes and corrections to TRI Pointe's ratings. Moody's has withdrawn the Corporate Family Rating, Probability of Default Rating, and Speculative-Grade Liquidity Rating assigned to TRI Pointe Homes, Inc., which became a wholly owned subsidiary of TRI Pointe Group, Inc. as a result of a 2015 corporate reorganization. Moody's then assigned the Ba3 Corporate Family Rating, the Ba3-PD Probability of Default, the SGL-2 Speculative-Grade Liquidity Rating, and stable outlook to TRI Pointe Group, Inc. The Ba3 ratings on the company's existing senior unsecured notes due 2019 and 2024 remain unchanged. However, Moody's is correcting the issuer of the $300 million 4.875% senior unsecured notes due 2021 to TRI Pointe Group, Inc. Due to an internal administrative error, the issuer for these notes was previously identified as TRI Pointe Homes, Inc. The following rating actions were taken on TRI Pointe Homes, Inc.: Ba3 Corporate Family Rating withdrawn; Ba3-PD Probability of Default Rating withdrawn; SGL-2 Speculative-Grade Liquidity Rating withdrawn; The following rating actions were taken on TRI Pointe Group, Inc.: Proposed $250 million senior unsecured notes due 2027, assigned Ba3 (LGD4) Assignments: Issuer: TRI Pointe Group, Inc. -- Corporate Family Rating, Assigned Ba3 -- Probability of Default Rating, Assigned Ba3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 Outlook Actions: Issuer: TRI Pointe Group, Inc. -- Outlook, Assigned Stable RATINGS RATIONALE The Ba3 Corporate Family Rating reflects TRI Pointe's good performance and the strong credit metrics that have resulted. In 2017, Moody's expects the company to maintain debt to book capitalization below 45% and homebuilding EBIT interest coverage of over 4.5x, both of which are good for its rating category. The 2014 acquisition of WRECO significantly increased the company's size, scale, and geographic footprint and gave TRI Pointe a large amount of land at a low cost basis. The company continues to build on this land, which has allowed it to generate gross margins among the four best of rated pure homebuilders. While Moody's expect some contraction in gross margins in 2017, due to cost inflation and a lower percentage of homes delivered in California, TRI Pointe is still expected to generate gross margins, including land sales, that exceed 21%. In addition, the rating considers that the integration risk that resulted from the WRECO acquisition has decreased substantially, and it appears as though the six separate brands of the TRI Pointe Group have been integrated culturally into an overall single TRI Pointe strategy. At the same time, the Ba3 Corporate Family Rating considers TRI Pointe's relatively small size in relation to other Ba rated homebuilders. While Moody's expects the company to surpass $3 billion in revenue in 2018, many higher rated homebuilders have revenue of twice that and divisions in more markets nationally. Additionally, Moody's considers TRI Pointe's heavy concentration in California, where it generated nearly half of its revenues in 2016 and where over half of its inventory of lots resides. While that concentration has benefitted results in the past few years, it can create significant pain if California suffers a downturn. TRI Pointe's SGL-2 rating reflects the company's good liquidity over the next 12 to 18 months and takes into consideration internal and external liquidity sources, covenant compliance, and alternate sources of liquidity. Internal liquidity is supported by $129 million of unrestricted cash on hand as of March 31, 2017 but is tempered by Moody's expectation that the company will be cash flow negative in 2017 as it continues to invest in land. External liquidity is supported by a $625 million revolving credit facility committed through May 2019 that had $570 million of availability after considering letters of credit as of March 31, 2017 and pro forma for the proposed unsecured notes, $200 million proceeds of which were to be used to reduce revolver advances. TRI Pointe is subject to several maintenance covenants, including a minimum tangible net worth, maximum leverage ratio, and either a minimum liquidity or interest coverage test. The company is comfortably in compliance with each of these as of March 31, 2017, and Moody's expects the cushions to increase in 2017. Alternate sources of liquidity are available due to the company's unsecured capital structure. The stable rating outlook is based on Moody's expectation that TRI Pointe will maintain solid credit metrics over the next 12 to 18 months. An upgrade would be considered if TRI Pointe is able to grow beyond $3.5 billion in revenue and sustain debt leverage below 40% while maintaining its good gross margins, interest coverage, and liquidity. A downgrade could occur if TRI Pointe's debt to book capitalization approaches 50%, if gross margins are sustained below 20%, and if the company's liquidity profile deteriorates. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. TRI Pointe was founded in 2009 and is headquartered in Irvine, California. It designs, builds and sells single-family homes. The company completed its IPO in January 2013 and consummated its merger with Weyerhaeuser Real Estate Company, a subsidiary of Weyerhaeuser Company, in July 2014. Through this merger, TRI Pointe now operates in Arizona, California, Nevada, Washington, Texas, Maryland, Colorado and Virginia through its portfolio of six brands. For the twelve months trailing March 31, 2017, TRI Pointe's revenue and net income were approximately $2.4 billion and $175 million, respectively. TRI POINTE GROUP: S&P Rates New Sr. Unsec. Notes Due 2027 'BB-' --------------------------------------------------------------- S&P Global Ratings said that it has assigned its 'BB-' issue-level rating to TRI Pointe Group Inc.'s proposed issuance of senior unsecured notes due 2027. The recovery rating is '3', indicating S&P's expectation of meaningful (50% to 70%, rounded estimate: 65%) recovery in the event of a payment default. S&P expects the company to use the majority of proceeds from the deal to repay outstanding borrowings under its revolving credit facility but that it will also retain some proceeds as cash on-balance sheet for general corporate purposes. The 'BB-' corporate credit rating and stable rating outlook on TRI Pointe are unchanged. Irvine, Calif.-based TRI Pointe designs, builds, and sells single-family homes from an operational platform of 14 major markets across the U.S. and was the 14th-largest U.S. builder in 2016 by total home deliveries. The company's product offerings include detached and attached units and serve a range of buyer demographics, including first-time, move-up, active adult, and luxury home buyers, with an overall average closing price of $553,000 in 2016. TRI Pointe completed its IPO in 2014 and the following year underwent a transformative merger via a reverse acquisition of "WRECO," Weyerhaeuser's homebuilding division, which expanded its geographic presence and size dramatically. For 2017, S&P forecasts the company to leverage its strong backlog and recent community count growth to deliver 4,600-4,700 homes, albeit at lower margins than 2016 due largely to increasing land costs. S&P also expects leverage to remain in the 3x-4x EBITDA range through 2017. Ratings List TRI Pointe Group Inc. Corporate Credit Rating BB-/Stable/-- New Rating TRI Pointe Group Inc. Senior Unsecured Senior notes due 2027 BB- Recovery Rating 3(65%) TWIN MILLS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Twin Mills Timber & Tie Company, Inc PO Box 34 West Frankfort, IL 62896 Business Description: Twin Mills Timber is a small business debtor as defined in 11 U.S.C. Section 101(51D) engaged in the business of pallet and wood mat manufacturing. The Company previously sought bankruptcy protection on Oct. 14, 2011 (Bankr. S.D. Ill. Case No. 11-41378). Chapter 11 Petition Date: June 5, 2017 Case No.: 17-40491 Court: United States Bankruptcy Court Southern District of Illinois (Benton) Judge: Hon. Laura K. Grandy Debtor's Counsel: Darrell W Dunham, Esq. BANKRUPTCY ADVOCATES, LLP 308 W Walnut Carbondale, IL 62901 Tel: (618) 549-9800 Fax: (618) 549-9805 Email: bankruptcyadvocates@gmail.com Total Assets: $265,548 Total Debts: $1.39 million The petition was signed by Keith Wilson, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilsb17-40491.pdf V & V SUPERMARKETS: Plan Outline Okayed, Plan Hearing on June 29 ---------------------------------------------------------------- V. & V. Supermarkets Inc. is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Vincent Papalia of the U.S. Bankruptcy Court for the District of New Jersey on May 30 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a June 23 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 June 29, at 11:00 a.m. About V. & V. Supermarkets Based in Lake Hiawatha, New Jersey, V. & V. Supermarkets, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-15174) on March 16, 2017. At the time of the filing, the Debtor disclosed $915,576 in assets and $4.21 million in liabilities. The case is assigned to Judge Vincent F. Papalia. The Debtor is represented by Trenk, DiPasquale, Della Fera & Sodono, P.C. The Debtor hired GlassRatner Advisory & Capital Group, LLC as financial advisor; Jennifer Carlin as accountant; and Giacopelli Accounting & Tax Services LLC as tax services provider. No trustee, examiner or creditors' committee has been appointed in the Debtor's case. VALUEPART INC: Exit Plan to Pay Up to 35% to Unsecured Creditors ---------------------------------------------------------------- General unsecured creditors of ValuePart, Incorporated, will recover between 30% and 35% of their allowed claims, according to the company's proposed plan to exit Chapter 11 protection. Under the restructuring plan, creditors holding Class 5 general unsecured claims will receive a $6.35 million "creditor note," payable to a creditor trust, over a 4.5-year period. ValuePart estimated the total amount of general unsecured claims at $20 million. Distributions to be made under the plan will be funded from business operations of the reorganized company, liquidation of the creditor trust's assets, and a $16.1 million exit financing from PNC or another financial institution. The reorganized company will be owned 100% by Green Oak Acquisitions LLC, which will contribute $7 million to run the business post-bankruptcy. Of the amount, $4 million will be equity financing while $3 million will be fully-subordinated, interest-free debt unsecured financing. This $3 million note will be subordinated to the creditor note, according to ValuePart's disclosure statement filed on May 26 with the U.S. Bankruptcy Court for the Northern District of Texas. A copy of the disclosure statement is available for free at https://is.gd/tUVFwq About ValuePart, Incorporated ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34169), on Oct. 27, 2016. The petition was signed by Isa Passini, vice president. The case is assigned to Judge Harlin DeWayne Hale. The Debtor estimated assets and liabilities at $10 million to $50 million. ValuePart is a Chicago-based distributor of aftermarket replacement parts for off-highway earthmoving equipment manufacturers such as Caterpillar, Case, Komatsu, Deere, International, Bobcat and Hitachi, along with many others. At the time of the bankruptcy filing, the Debtor operated from eight locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia, Vancouver and Toronto, and employed approximately 70 employees. Although headquartered in Vernon Hills, Illinois, the Debtor's largest distribution center is located in Dallas, Texas. The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP. The Debtor hired CR3 Partners, LLC as restructuring advisor; Upshot Services LLC as claims and noticing agent; Hogg Shain & Scheck, PC as Canadian accounting advisor; Nixon Peabody LLP as special counsel; FocalPoint Securities LLC as investment banker; Tax Advisors Group, Inc., as property tax consultant; Plante & Moran, PLLC as tax advisor; and Hogg Shain & Scheck, PC, as Canadian accounting advisor. On November 30, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Kane Russell Coleman & Logan PC as its legal counsel, and Lain Faulkner & Co., P.C. as its financial advisor. VANGUARD HEALTHCARE: Taps Dorot & Bensimon as Special Counsel ------------------------------------------------------------- Vanguard Healthcare, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire a special counsel. In a court filing, the company proposes to hire Dorot & Bensimon PL to seek payment of claims asserted by Whitehall OpCo, LLC against the probate estate of a patient at the Whitehall Boca Raton facility. Whitehall OpCo, an affiliate of the company, asserts claims in the amount of approximately $86,000. Dorot & Bensimon will be paid a flat fee capped at $5,000 for its services. The firm has already received a retainer in the amount of $1,500. Daniel Bensimon, Esq., at Dorot & Bensimon, disclosed in a court filing that his firm does not hold any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Daniel Bensimon, Esq. Dorot & Bensimon PL 2000 Glades Road, Suite 312 Boca Raton, FL 33431 Tel: 561.218.4947 Fax: 561.235.0986 Email: dbensimon@dorotbensimon.com About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand, the CEO. The cases are assigned to Judge Randal S. Mashburn. Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy counsel; BMC Group as noticing agent; Stewart & Barnett, Ltd. and Maggart & Associates, P.C. as accountants. On May 24, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Bass, Berry & Sims PLC represents the committee as bankruptcy counsel. CohnReznick LLP is the committee's financial advisor. The U.S. Trustee also appointed Laura E. Brown as patient care ombudsman for Vanguard Healthcare. On November 30, 2016, the Debtors filed a Chapter 11 plan of reorganization and disclosure statement. A trial to consider confirmation of an amended plan will begin August 1, 2017, in Nashville. VPR BRANDS: Need for Additional Capital Raises Going Concern Doubt ------------------------------------------------------------------ VPR Brands, LP, filed its quarterly report on Form 10-Q, disclosing a net loss of $292,294 on $786,535 of revenues for the three months ended March 31, 2017, compared with a net loss of $61,005 on $nil of revenues for the same period in 2016. The Company's balance sheet at March 31, 2017, showed $1.03 million in total assets, $1.32 million in total liabilities, all current, and a stockholders' deficit of $286,521. The Company has a net loss of $292,294 for the quarter ended March 31, 2017, and has an accumulated deficit of $6,306,126 at March 31, 2017. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its common unit holders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2s6JPXD VPR Brands, LP, formerly Soleil Capital L.P., is a technology holding company. The Company is engaged in the electronic cigarette and personal vaporizer industry. The Company is also engaged in product development for the vapor or vaping market, including e-liquids. The Company owns a portfolio of electronic cigarette and personal vaporizer patents. It designs, markets and distributes a range of e-liquids under the HELUIM brand; designs, markets and distributes electronic cigarettes; prosecutes and enforces its rights; licenses its intellectual property, and develops private label manufacturing programs. WALTER INVESTMENT: Obtains Waivers Under Units' Financing Pacts --------------------------------------------------------------- As previously announced by Walter Investment Management Corp. on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2017, due to an error in the Company's calculation of the valuation allowance on its deferred tax asset balances, the Company has concluded that 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 and will require restatement. In light of the Company's need to restate the aforementioned financial statements, the Company has sought necessary waivers to certain provisions of a number of its and its subsidiaries' credit and financing arrangements. On May 26, 2017, the Company obtained a limited waiver to its Amended and Restated Receivables Loan Agreement, dated May 2, 2012, (as amended, restated or otherwise modified prior to the date hereof), by and among Green Tree Advance Receivables II LLC, as borrower, Ditech Financial LLC (f/k/a Green Tree Servicing LLC), as administrator, the financial institutions from time to time party thereto, Wells Fargo Bank, National Association, as calculation agent, verification agent, account bank and securities intermediary and Wells Fargo Capital Finance, LLC, as agent and sole Lender, and related transaction documents. On May 29, 2017, the Company obtained limited waivers to the following agreements and related transaction documents: * Amended and Restated Master Repurchase Agreement, dated May 22, 2017 (as amended, restated, supplemented or otherwise modified prior to June 2, 2017), among Reverse Mortgage Solutions, Inc., as a seller, RMS REO BRC, LLC, as a seller, and Barclays Bank PLC, as purchaser and agent; and * Amended and Restated Master Repurchase Agreement, dated as of Feb. 21, 2017 (as amended, restated, supplemented or otherwise modified prior to June 2, 2017) among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Islands Branch, as a committed buyer and a buyer, Alpine Securitization LTD, as a buyer, and other buyers joined thereto from time to time, Reverse Mortgage Solutions, Inc., as a seller, and RMS REO CS, LLC. The Company has received similar limited waivers from each of its other warehouse and advance facility lenders to the extent necessary. The Waivers waive any default, event of default, amortization event, termination event or similar event resulting or arising from the Restatement. In connection with the Waivers, certain of the Company's lenders have effected reductions in its advance rates and/or have required other changes to the terms of such facilities. The Waivers expire on June 9, 2017, prior to which time the Company intends to seek additional waivers or extensions. The Company will continue to seek appropriate amendments, waivers and / or forbearances to a number of its and its subsidiaries' credit, financing and other arrangements, in relation to the Restatement, as it considers advisable. Hires Legal and Restructuring Advisors The Company has previously disclosed its initiative to significantly de-lever its balance sheet in the near-term to maintain sufficient access to the loan and capital markets on commercially acceptable terms to finance its business, and is devoting substantial time and resources to address this pressing need. The Company has engaged Weil, Gotshal & Manges LLP and Houlihan Lokey as its legal and investment banking debt restructuring advisors, respectively. To support its legal and investment banking debt restructuring advisors in its debt restructuring initiative and assist with operational initiatives, the Company has also recently engaged Alvarez & Marsal North America, LLC as its financial debt restructuring advisor. The Company and its debt restructuring advisors have commenced discussions with the financial and legal advisors to certain organized ad hoc groups of holders of the Company's indebtedness under the Company's Amended and Restated Credit Agreement, dated as of Dec. 19, 2013, and the Company's 7.875% Senior Notes due 2021, including discussions regarding the default under such financings arising as a result of the Restatement and potential strategies and options for a viable near-term, comprehensive de-leveraging transaction. Advisors to these two groups of creditors have begun a diligence process and, in connection therewith, have requested information from the Company regarding the Company's operational and strategic goals, its internal business plans, its liquidity projections, developing conditions in the terms of its financing arrangements as they are amended, the recent performance of its originations segment and other matters. If the Company is unable to effectuate a satisfactory debt restructuring, the Company expects that it will experience continuing adverse pressures on its relationships with counterparties who are critical to its business, its ability to access the capital markets, its ability to execute on its operational and strategic goals and its business, prospects, results of operations and liquidity generally. There can be no assurance as to when or whether the Company will implement any action as a result of its debt restructuring initiative, whether the implementation of one or more such actions will be successful, or the effects the failure to take action may have on the Company's business, its ability to achieve its operational and strategic goals or its ability to finance its business or refinance its indebtedness. The failure to address the Company's level of corporate leverage in the near-term may have a material adverse effect on the Company's business, prospects, results of operations, liquidity and financial condition, and its ability to service or refinance its corporate debt as it becomes due in future years. About Walter Investment Walter Investment Management Corp. and its subsidiaries -- http://www.walterinvestment.com/-- is an 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. As of March 31, 2017, Walter Investment had $16.19 billion in total assets, $15.91 billion in total liabilities and $282.97 million in total stockholders' equity. 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 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. WESTERN STATES: Exit Plan Sets Aside $240K for Unsecured Claims --------------------------------------------------------------- Western States, Inc., has filed a Chapter 11 plan of reorganization that will set aside $240,000 to pay its unsecured creditors. Under the proposed plan, creditors holding Class 4 unsecured claims will be paid $240,000 over a period of 60 months. These creditors, which are owed approximately $500,000, will be paid on a quarterly basis. Class 4 is impaired. Western States will get the funds to pay creditors under the plan from the ongoing operation of its motel or sale of the property. The motel will continue to operate for 60 days after the effective date of the plan, according to the company's disclosure statement filed on May 25 with the U.S. Bankruptcy Court for the District of Wyoming. A copy of the disclosure statement is available for free at https://is.gd/Sij3wL About Western States Western States, Inc. operates the Ramada Plaza Casper Motel & Conference Center located in Casper, Wyoming. Its shareholders are Satwant Singh Sran and Daljeet Mann who own 70% and 30% of the shares, respectively. The Debtor filed a Chapter 11 petition (Bankr. D. Wyo. Case No. 17-20041) on Jan. 25, 2017. The petition was signed by Daljeet S Mann, general manager and shareholder. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Cathleen D. Parker presides over the case. The Debtor is represented by Paul Hunter, Esq. ZELIS HEALTHCARE: S&P Assigns 'B+' CCR; Outlook Stable ------------------------------------------------------ S&P Global Ratings said it assigned its 'B+' long-term corporate credit rating to Zelis Healthcare. The outlook is stable. At the same time, S&P assigned a 'B+' debt rating to the company's upsized $325 million first-lien loan due January 2022 and its $25 million revolving credit facility due January 2021. The recovery rating is '3', indicating S&P's expectation for meaningful (50%) recovery in the event of a payment default. "The 'B+' rating reflects our expectation that Zelis will operate with a less-aggressive financial policy while displaying continued positive revenue and EBITDA growth," said S&P Global Ratings credit analyst Francesca Mannarino. S&P forecasts leverage in the mid-4x area over the next year, which is in-line with its aggressive assessment of its financial risk profile. However, additional debt financing remains a possibility for acquisitions as the company continues to execute its growth strategies. S&P characterizes Zelis' business profile as weak, reflecting S&P's opinion of its small size and scale, narrow product focus, and inherent industry-level risk. S&P views the company's key business strengths as the integrated nature of its product offerings that cover multiple parts of the claims lifecycle, and its national service capabilities. The company has been successful at growing revenue and EBITDA over the past few years, and S&P expects positive operating performance to continue. Zelis expects to use proceeds from the proposed $60 million add-on to its existing first-lien term loan to pay-down its second-lien term debt. The company also intends to achieve moderate interest cost savings by repricing its first-lien credit facility. Overall, S&P expects the upsize and repricing to be generally leverage neutral and to improve the company's interest coverage slightly. S&P forecasts coverage in the mid-4x area from previous expectations of mid-3x. S&P assess Zelis' liquidity as adequate based on S&P's expectations that sources will exceed uses by at least 1.2x and sources will exceed uses of cash even if forecasted EBITDA declines by 15% during the next 12 months. Zelis' liquidity is also supported by its limited capital-expenditure needs (2%-3% of revenues), sound relationships with banks, and absence of debt maturities over the next few years. Principal liquidity sources -- $25 million revolver (undrawn) -- Positive cash from operations: $50 million-$65 million annually Principal liquidity uses -- Required mandatory amortization of debt (about $3.3 million annually) plus potential excess cash-flow payments -- Capital expenditures of $5 million-$10 million annually -- Annual acquisition spend in the $50 million to $100 million range The stable outlook on Zelis reflects S&P's view that the company has a differentiated business model that should continue to support positive operating performance through 2018. S&P expects Zelis to achieve mid-double-digit revenue growth in 2017 based mainly on organic growth through increased cross-selling opportunities and potential "tuck-in" acquisitions. S&P also expects EBITDA margins to remain consistent with current levels. S&P believes the company will maintain stable credit metrics with continued positive revenue and earnings growth contributing to sustained leverage in the low to mid 4x range, and EBITDA interest coverage above 4x through 2018. S&P would consider lowering the ratings during the next 12 months if the company raises debt meaningfully above S&P's expectations and experiences business deterioration such that leverage reaches the upper 4x area. In addition, a downgrade could be triggered if the company's liquidity becomes constrained such that liquidity sources fail to cover at least 1.2x required liquidity uses or the EBITDA cushion declines to less than 15%. Rating upside during the next 12 months is highly unlikely. However, S&P would consider an upgrade if financial policy becomes even less aggressive and the company is able to sustain profitable growth while maintaining leverage of less than 4x and EBITDA interest coverage of more than 4x on a sustained basis. ZODIAC INDUSTRIES: Taps Klinger & Klinger as Accountant ------------------------------------------------------- Zodiac Industries Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire an accountant. The Debtor proposes to hire Klinger & Klinger, LLP to prepare its operating reports and tax filings, and provide other accounting services related to its Chapter 11 case. The hourly rates charged by the firm are: Partners $350 Staff Accountants $225 Paraprofessionals $125 Administrative Assitants $125 Prior to the Debtor's bankruptcy filing, Klinger received a retainer of $6,500 from Frank Pasqualini, the Debtor's president. Lee Klinger, a certified public accountant, disclosed in a court filing that the firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Lee Klinger Klinger & Klinger, LLP 310 E. Shore Road, Suite 309 Great Neck, NY 11023 Phone: (516) 829-4646 About Zodiac Industries Inc. Zodiac Industries Inc. is a family-owned sheet metal manufacturing business in Port Chester, New York, operating for more than 35 years. Amid a dispute with the trustees of Sheet Metal Workers International Association Local 38 Insurance and Welfare Fund, et al., Zodiac Industries filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-22236) on Feb. 16, 2017. The petition was signed by Frank Pasqualini, president. At the time of filing, the Debtor had total assets of $242,908 and total liabilities of $1.04 million. The case is assigned to Judge Robert D. Drain. Dawn Kirby, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, represents the Debtor as bankruptcy counsel. The Debtor hired Dorf & Nelson LLP as special litigation counsel. No trustee, examiner or statutory committee has been appointed in the case. [*] Availability of Bankruptcy Judgeship Position in S.D. Fla. -------------------------------------------------------------- The United States Court of Appeals for the Eleventh Circuit invites applications from highly qualified persons for a 14-year term of appointment as United States Bankruptcy Judge for the Southern District of Florida at West Palm Beach. The current annual salary is $188,692. A full announcement and application may be obtained from James P. Gerstenlauer, Circuit Executive, United States Court of Appeals for the Eleventh Circuit, 56 Forsyth Street, NW, Atlanta, Georgia 30303; telephone (404) 335-6535; or by accessing the Eleventh Circuit Web site http://www.ca11.uscourts.gov/ Interested persons may contact the Circuit Executive for additional information. The application must be completed by the applicant and must be received at the Circuit Executive's Office not later than 26 June 2017. Email and fax copies of applications will not be accepted. The United States Courts are Equal Opportunity Employers. ********* 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 ***